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) January 24, 2005

                       Real Estate Associates Limited II
            (Exact name of registrant as specified in its charter)


    California                     0-09782                     95-3547609
-------------------------------------------------------------------------------
(State or other jurisdiction     (Commission                  (IRS Employer
      of incorporation)          File Number)               Identification No.)


 55 Beattie Place, Post Office Box 1089, Greenville, SC             29602
-------------------------------------------------------------------------------
 (Address of principal executive offices)                         (Zip Code)


Registrant's telephone number, including area code   (864) 239-1000

-------------------------------------------------------------------------------
        (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 5.03    Amendments to Articles of Incorporation or Bylaws; Change in
             Fiscal Year.

         On January 24, 2005, the Restated Certificate and Agreement of
Limited Partnership (the "Partnership Agreement") of Real Estate Associates
Limited II (the "Partnership") was amended, effective as of January 12, 2005,
(1) to eliminate the requirement that the cash proceeds from the sale of an
individual project or project interest must be at least as great as the tax
liability to the limited partners resulting from that sale, and (2) to modify
the provision in the Partnership Agreement that requires limited partner
approval for a sale of all or substantially all assets so that a sale of a
single project (or a sale of project interests related to a single project)
does not require limited partner approval. The amendments to the Partnership
Agreement and the complete text of the Partnership agreement as amended are
included as Exhibits 3.1 and 3.2 respectively to this report and incorporated
herein by this reference.

ITEM 9.01    Financial Statements and Exhibits.

             (c) Exhibits.

             The following exhibits are filed with this report:

             Exhibit Number   Description
             --------------   -----------

                        3.1   Amendments to Restated Certificate and Agreement
                              of Limited Partnership

                        3.2   Restated Certificate and Agreement of Limited
                              Partnership (complete text as amended)


<PAGE>


                                   SIGNATURE


         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 hereunto duly authorized.


                         REAL ESTATE ASSOCIATES LIMITED II

                         By:  NATIONAL PARTNERSHIP INVESTMENTS CORP.,
                              as General Partner

                              By:    /s/ Jeffrey H. Sussman
                              ------------------------------
                              Name:  Jeffrey H. Sussman
                              Title: Senior Vice President, General Counsel
                                     and Secretary



Date:  January 24, 2005
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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) January 24, 2005

                       Real Estate Associates Limited II
            (Exact name of registrant as specified in its charter)

    California                     0-09782                     95-3547609
-------------------------------------------------------------------------------
(State or other jurisdiction     (Commission                  (IRS Employer
      of incorporation)          File Number)               Identification No.)

 55 Beattie Place, Post Office Box 1089, Greenville, SC             29602
-------------------------------------------------------------------------------
 (Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code   (864) 239-1000

-------------------------------------------------------------------------------
        (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 5.03    Amendments to Articles of Incorporation or Bylaws; Change in
             Fiscal Year.

         On January 24, 2005, the Restated Certificate and Agreement of
Limited Partnership (the "Partnership Agreement") of Real Estate Associates
Limited II (the "Partnership") was amended, effective as of January 12, 2005,
(1) to eliminate the requirement that the cash proceeds from the sale of an
individual project or project interest must be at least as great as the tax
liability to the limited partners resulting from that sale, and (2) to modify
the provision in the Partnership Agreement that requires limited partner
approval for a sale of all or substantially all assets so that a sale of a
single project (or a sale of project interests related to a single project)
does not require limited partner approval. The amendments to the Partnership
Agreement and the complete text of the Partnership agreement as amended are
included as Exhibits 3.1 and 3.2 respectively to this report and incorporated
herein by this reference.

ITEM 9.01    Financial Statements and Exhibits.

             (c) Exhibits.

             The following exhibits are filed with this report:

             Exhibit Number   Description
             --------------   -----------

                        3.1   Amendments to Restated Certificate and Agreement
                              of Limited Partnership

                        3.2   Restated Certificate and Agreement of Limited
                              Partnership (complete text as amended)
SIGNATURE

         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 hereunto duly authorized.

                         REAL ESTATE ASSOCIATES LIMITED II

                         By:  NATIONAL PARTNERSHIP INVESTMENTS CORP.,
                              as General Partner

                              By:    /s/ Jeffrey H. Sussman
                              ------------------------------
                              Name:  Jeffrey H. Sussman
                              Title: Senior Vice President, General Counsel
                                     and Secretary

Date:  January 24, 2005