May 19, 2005


Mail Stop 4561

VIA U.S. MAIL AND FAX (856) 596-6093

James V. Bleiler
Chief Financial Officer
Century Pacific Tax Credit Housing Fund - II
1 E. Stow Rd.
Marlton, NJ  08053

Re:	Century Pacific Tax Credit Housing Fund - II
	Form 10-K for the year ended March 31, 2004
	File No. 033-24537

Dear Mr. Bleiler:

	We have reviewed your response letter dated April 11, 2005
and
have the following additional comment.

      Where indicated, we think you should revise your documents
in
response to this comment.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
We also ask you to provide us with supplemental information so we
may
better understand your disclosure.  After reviewing this
information,
we may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.


Form 10-K for the year ended March 31, 2004

Notes to the Financial Statements, pages F-7 - F-14

Note 1. Summary of Significant Accounting Policies, pages F-7 - F-
8

Investments in Operating Partnerships, page F-7

1. We note your response to comment 1 and your reliance on
paragraph
4h of FIN 46R as your basis for not evaluating whether the Laurel-
Clayton limited partnership is a variable interest entity.
Supplementally, please provide us with a detailed analysis that
shows
how the Laurel-Clayton limited partnership meets the definition of
a
business.  In addition, please provide an expanded response to how
you determined that you did not trigger the conditions in parts
(2)
and (3) of paragraph 4h that would require you to determine
whether
this is a variable interest entity under FIN 46R.

*  *  *  *

      As appropriate, please respond to the comment within 10
business days or tell us when you will provide us with a response.
Please file your response on EDGAR.  Please understand that we may
have additional comments after reviewing your response to our
comment.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comment, please provide,
in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Matthew Maulbeck, Staff Accountant, at (202)
551-3466 or the undersigned at (202) 551-3413 if you have
questions.



      Sincerely,



							Cicely Luckey
      Accounting Branch Chief
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Century Pacific Tax Credit Housing Fund - II
May 19, 2005



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