SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            SCHEDULE 14A INFORMATION


Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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 ......................Real Estate Associates Limited II.........................
                (Name of registrant as specified in its charter)

 ................................................................................
     (Name of person(s) filing proxy statement if other than the registrant)

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         1)   Title of each class of securities to which transaction applies:
              . . . . . . . . ..................................................
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              . . . . . . . . ..................................................
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              pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
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                        REAL ESTATE ASSOCIATES LIMITED II
                             9090 WILSHIRE BOULEVARD
                         BEVERLY HILLS, CALIFORNIA 90211

                                October 13, 1998

                                     URGENT
                             PROMPT ACTION REQUESTED

Dear Limited Partner:

The  Managing  General  Partner  of  Real  Estate  Associates  Limited  II  (the
"Partnership")  has  previously  sent you material  describing  and seeking your
consent to the proposed sale of the interests of the Partnership in certain real
estate  properties.  The Managing  General Partner  believes that the sale is in
your  best  interests  and  urges  you to vote in  favor  of the sale as soon as
possible.

o        The  seven  properties  to  be  included  in  the  proposed  sale  (the
         "Properties")  are  subject to Housing  Assistance  Payments  Contracts
         under  Section  8 of the  United  States  Housing  Act.  Most of  these
         contracts  will  expire  by the  end of  2002.  Under  recently  passed
         legislation,  the  mortgages on the  Properties  will be  restructured,
         which the Managing  General Partner believes will result in the Limited
         Partners  recognizing  cancellation  of debt income,  which is taxed as
         ordinary income under the Internal Revenue Code.

o        The Managing  General  Partner  believes that by approving the proposed
         sale as soon as possible,  the Limited  Partners  will reduce their tax
         exposure with respect to the Properties to be included in such sale. If
         the proposed sale is not approved, there is a significant risk that the
         Limited  Partners  will not only bear a greater  tax  burden,  but will
         receive no cash that can be used to pay a portion of such taxes.

o        The   Partnership's   investments  in  the  Properties  were  initially
         structured  primarily  to obtain tax  benefits  and not to provide cash
         distributions. Most Limited Partners no longer realize any material tax
         benefits from  continuing to hold their  interests in the  Partnership.
         The Partnership has generated net tax benefits equal to at least 142.6%
         of each Limited  Partner's equity investment since the inception of the
         Partnership.

o        Disposing of the  Properties  at this time is in the best  interests of
         the Limited Partners and the Managing General Partner believes that the
         proposed sale is the best way to accomplish this goal.

The terms of the proposed  sale are  addressed  more  completely  in the Consent
Solicitation Statement previously sent to you.

The consent  solicitation  period for the proposed  sale,  which was  originally
scheduled to expire September 10, 1998, has been extended until October 30, 1998
to  provide  sufficient  time  for  more  Limited  Partners  to  vote.  For your
convenience,  we have enclosed a duplicate  consent form.  Please sign, date and
return this card as promptly as possible.






       PLEASE RETURN YOUR SIGNED CONSENT FORM TODAY EITHER BY FACSIMILE TO
    310-275-3640, OR IN THE ENCLOSED ENVELOPE. YOUR VOTE IS IMPORTANT. PLEASE
                                  DO NOT DELAY.

     IN ORDER TO APPROVE THE SALE, THE LIMITED PARTNERS MUST VOTE IN FAVOR
                            OF EACH OF THE PROPOSALS.

If you have any questions, or if you would like to request an additional copy of
the Consent Solicitation Statement,  please do not hesitate to contact MacKenzie
Partners, the Partnership's consent solicitation agent toll free at 800-322-2885
or collect at 212-929-5500.

                                   Very truly yours,


                                   National Partnership Investments Corp.