content: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
  
        Date of Report (Date of earliest event reported): December 8, 2009
                                                          ----------------
  
  
                        WNC Housing Tax Credit Fund II, L.P.
                        ------------------------------------
               (Exact name of registrant as specified in its charter)
  
  
           California                   0-20057                    33-0391979
           ----------                   -------                    ----------
  (State or other jurisdiction        (Commission                 (IRS Employer
        of incorporation)             File Number)             Identification No.)
  
  
                    17782 Sky Park Circle, Irvine, CA       92614
                    ---------------------------------       -----
                 (Address of principal executive offices) (Zip Code)
  
  
         Registrant's telephone number, including area code: (714) 662-5565
                                                             --------------
  
                                         N/A
                                         ---
            (Former name or former address, if changed since last report)
  
  
  
  Check the appropriate box below if the Form 8-K filing is intended to
  simultaneously satisfy the filing obligation of the registrant under any of the
  following provisions (see General Instruction A.2. below):
  
  [ ] Written communications pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)
  
  [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
      (17 CFR 240.14a-12)
  
  [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
      Act (17 CFR 240.14d-2(b))
  
  [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
      Act (17 CFR 240.13e-4(c))
  
  <PAGE>
  
  
  
  Item 2.02   Results of Operations and Financial Condition.
  
  The registrant mailed a letter dated December 8, 2009 to its limited
  partners which provides certain summary and updated information concerning the
  registrant's operations. A copy of the letter is attached to this report as
  Exhibit 20.1.
  
  The letter attached to this report as Exhibit 20.1 contains forward-looking
  statements. All statements other than statements of historical fact may be
  forward-looking statements. These include statements regarding the registrant's
  future financial results, operating results, business strategies, projected
  costs and capital expenditures, products, competitive positions, and plans and
  objectives of management for future operations. Forward-looking statements may
  be identified by the use of words such as "may," "will," "should," "expect,"
  "plan," "anticipate," "believe," "estimate," "predict," "intend" and "continue,"
  or the negative of these terms, and include the assumptions that underlie such
  statements. The registrant's actual results could differ materially from those
  expressed or implied in these forward-looking statements as a result of various
  risks and uncertainties, including those set forth in the registrant's annual
  report on Form 10-K for the year ended September 30, 2008 under Item 1,
  "Description of Business - Risk Factors." All forward-looking statements in the
  letter attached to this report are based on information available to the
  registrant as of the date hereof and the registrant assumes no obligation to
  update any such statements.
  
  
  Item 9.01.   Financial Statements and Exhibits
  
  (d) Exhibits
  
  Exhibit 20.1      Letter to Shareholders dated December 8, 2009
  
  
  SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  Dated:   December 8, 2009          WNC Housing Tax Credit Fund II, L.P.
  
  
  
                                     By:      /s/ THOMAS J. RIHA
                                              ------------------
                                     Name:    Thomas J. Riha
                                     Title:   Senior Vice President of WNC &
                                              Associates, Inc., General Partner of
                                              WNC Financial Group, L.P.,
                                              General Partner of registrant
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "nat28k.txt", "description": "CURRENT REPORT", "secsgml_size_bytes": 4546}]
metadata_filer: {"company-data": {"conformed-name": "WNC HOUSING TAX CREDIT FUND II LP", "cik": "0000860331", "assigned-sic": "6513", "irs-number": "330391979", "state-of-incorporation": "CA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-20057", "film-number": "091228164"}, "business-address": {"street1": "17782 SKY PARK CIRCLE", "city": "IRVINE", "state": "CA", "zip": "92614-6404", "phone": "7146625565"}, "mail-address": {"street1": "17782 SKY PARK CIRCLE", "city": "IRVINE", "state": "CA", "zip": "92614-6404"}}
text: UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
        Date of Report (Date of earliest event reported): December 8, 2009
                                                          ----------------
  
                        WNC Housing Tax Credit Fund II, L.P.
                        ------------------------------------
               (Exact name of registrant as specified in its charter)
  
           California                   0-20057                    33-0391979
           ----------                   -------                    ----------
  (State or other jurisdiction        (Commission                 (IRS Employer
        of incorporation)             File Number)             Identification No.)
  
                    17782 Sky Park Circle, Irvine, CA       92614
                    ---------------------------------       -----
                 (Address of principal executive offices) (Zip Code)
  
         Registrant's telephone number, including area code: (714) 662-5565
                                                             --------------
  
                                         N/A
                                         ---
            (Former name or former address, if changed since last report)
  
  Check the appropriate box below if the Form 8-K filing is intended to
  simultaneously satisfy the filing obligation of the registrant under any of the
  following provisions (see General Instruction A.2. below):
  
  [ ] Written communications pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)
  
  [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
      (17 CFR 240.14a-12)
  
  [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
      Act (17 CFR 240.14d-2(b))
  
  [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
      Act (17 CFR 240.13e-4(c))
  Item 2.02   Results of Operations and Financial Condition.
  
  The registrant mailed a letter dated December 8, 2009 to its limited
  partners which provides certain summary and updated information concerning the
  registrant's operations. A copy of the letter is attached to this report as
  Exhibit 20.1.
  
  The letter attached to this report as Exhibit 20.1 contains forward-looking
  statements. All statements other than statements of historical fact may be
  forward-looking statements. These include statements regarding the registrant's
  future financial results, operating results, business strategies, projected
  costs and capital expenditures, products, competitive positions, and plans and
  objectives of management for future operations. Forward-looking statements may
  be identified by the use of words such as "may," "will," "should," "expect,"
  "plan," "anticipate," "believe," "estimate," "predict," "intend" and "continue,"
  or the negative of these terms, and include the assumptions that underlie such
  statements. The registrant's actual results could differ materially from those
  expressed or implied in these forward-looking statements as a result of various
  risks and uncertainties, including those set forth in the registrant's annual
  report on Form 10-K for the year ended September 30, 2008 under Item 1,
  "Description of Business - Risk Factors." All forward-looking statements in the
  letter attached to this report are based on information available to the
  registrant as of the date hereof and the registrant assumes no obligation to
  update any such statements.
  
  Item 9.01.   Financial Statements and Exhibits
  
  (d) Exhibits
  
  Exhibit 20.1      Letter to Shareholders dated December 8, 2009
  
  SIGNATURES
  
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  registrant has duly caused this report to be signed on its behalf by the
  undersigned thereunto duly authorized.
  
  Dated:   December 8, 2009          WNC Housing Tax Credit Fund II, L.P.
  
                                     By:      /s/ THOMAS J. RIHA
                                              ------------------
                                     Name:    Thomas J. Riha
                                     Title:   Senior Vice President of WNC &
                                              Associates, Inc., General Partner of
                                              WNC Financial Group, L.P.,
                                              General Partner of registrant