SC 14D9

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14D-9
(RULE 14d-101)

SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934

NATIONAL TAX CREDIT INVESTORS II

(Name of Subject Company)

NATIONAL TAX CREDIT INVESTORS II

(Name of Person(s) Filing Statement)

Units of Limited Partnership Interest

(Title of Class of Securities)

None

(CUSIP Number of Class of Securities)

Martha L. Long
Senior Vice President
Apartment Investment and Management Company
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
(864) 239-1000

(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

TABLE OF CONTENTS

	ITEM 1. SUBJECT COMPANY INFORMATION
	ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON
	ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
	ITEM 4. THE SOLICITATION OR RECOMMENDATION
	ITEM 5. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
	ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
	ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
	ITEM 8. ADDITIONAL INFORMATION
	ITEM 9. EXHIBITS
SIGNATURE
Letter to Unit Holders of the Partnership

SCHEDULE 14D-9

     This Schedule 14D-9 relates to a tender offer by MPF-NY 2007, LLC, MPF Badger Acquisition Co., LLC, MPF Senior Note Program I, LP, MPF Flagship Fund 11, LLC, MPF ePlanning Opportunity Fund, LP, Sutter Opportunity Fund 4, LLC, MPF Flagship Fund 13, LLC, MPF Special Fund 8, LLC, MPF Flagship Fund 9, LLC, MPF DeWaay Premier Fund 3, LLC, MPF DeWaay Premier Fund 4, LLC, MPF Flagship Fund 12, LLC, MPF DeWaay Premier Fund, LLC, MPF DeWaay Premier Fund 2, LLC, MPF DeWaay Fund 5, LLC, MPF DeWaay Fund 6, LLC, MPF Income Fund 23, LLC, MPF Income Fund 24, LLC and MacKenzie Patterson Fuller, LP (collectively, the “Offerors”) to purchase all of the outstanding units of limited partnership interest (“Units”) of National Tax Credit Investors II, at a price of $85.00 per Unit in cash, less the amount of any distributions declared or made with respect to the Units between September 6, 2007 and October 8, 2007, or such other date to which the offer may be extended by the Offerors. The offer to purchase Units is being made pursuant to an Offer to Purchase of the Offerors, dated as of September 6, 2007 (the “Offer to Purchase”), and a related Letter of Transmittal, copies of which were filed with the Securities and Exchange Commission (the “SEC”) on September 6, 2007.

ITEM 1. SUBJECT COMPANY INFORMATION.

     The name of the subject company is National Tax Credit Investors II, a California limited partnership (the “Partnership”). The address of the principal executive offices of the Partnership is 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina 29602, and its telephone number is (864) 239-1000.

     The title of the class of equity securities to which this Schedule 14D-9 relates is the units of limited partnership interest of the Partnership. As of June 30, 2007, 72,370 Units were outstanding.

ITEM 2. IDENTITY AND BACKGROUND OF FILING PERSON.

     This Schedule 14D-9 is being filed by the Partnership, the subject company. The Partnership’s general partner is National Partnership Investments Corp. (the “General Partner”), a Delaware corporation. The Partnership’s business address and telephone number are set forth in Item 1 above.

     This Schedule 14D-9 relates to a tender offer by the Offerors to purchase Units of the Partnership in cash, at a price of $85.00 per Unit. The offer to purchase Units in the Partnership is being made pursuant to the Offer to Purchase and a related Letter of Transmittal. The tender offer is described in a Tender Offer Statement on Schedule TO (as amended and supplemented from time to time, the “Schedule TO”), which was filed with the SEC on September 6, 2007. As set forth in the Offer to Purchase incorporated by reference into the Schedule TO, the principal business address of each of the Offerors is 1640 School Street, Moraga, California 94556.

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ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

     Under the terms of the Partnership’s Partnership Agreement (the “Partnership Agreement”), the Partnership is obligated to the General Partner for the following fees:

     (a) An annual partnership management fee in an amount equal to 0.5 percent of invested assets (as defined in the Partnership Agreement) at the beginning of the year is payable to the General Partner. The amount of partnership management fees incurred were approximately $235,000 and $269,000 for the six months ended June 30, 2007 and 2006, respectively, and approximately $539,000 and $552,000 for the years ended December 31, 2006 and 2005, respectively. As of June 30, 2007, approximately $1,420,000 of these fees remains unpaid.

     (b) A property disposition fee is payable to the General Partner in an amount equal to the lesser of (i) one-half of the competitive real estate commission that would have been charged by unaffiliated third parties providing comparable services in the area where the apartment complex is located, or (ii) 3 percent of the sale price received in connection with the sale or disposition of the apartment complex or local partnership interest, but in no event will the property disposition fee and all amounts payable to unaffiliated real estate brokers in connection with any such sale exceed in the aggregate, the lesser of the competitive rate (as described above) or 6 percent of such sale price. Receipt of the property disposition fee will be subordinated to the distribution of sale or refinancing proceeds by the Partnership until the limited partners have received distributions of sale or refinancing proceeds in an aggregate amount equal to (i) their 6 percent priority return for any year not theretofore satisfied (as defined in the Partnership Agreement) and (ii) an amount equal to the aggregate adjusted investment (as defined in the Partnership Agreement) of the limited partners. No disposition fees have been paid or accrued.

     (c) The Partnership reimburses the General Partner for certain expenses. The reimbursement to the General Partner was approximately $30,000 for both of the six months ended June 30, 2007 and 2006 and approximately $60,000 for both of the years ended December 31, 2006 and 2005. At June 30, 2007 approximately $150,000 of the reimbursement remains unpaid. An affiliate of the General Partner is the local operating general partner in five of the Partnership’s 23 local partnerships. In addition, an affiliate of the General Partner is typically either a special limited partner or an administrative general partner in each local partnership.

     An affiliate of the General Partner managed one property and two properties owned by local partnerships during the six months ended June 30, 2007 and 2006, respectively, and two properties during both of the years ended December 31, 2006 and 2005. During the six months ended June 30, 2006 one of the properties managed by an affiliate of the General Partner was sold. The local partnerships pay the affiliate property management fees in the amount of five percent of their gross rental revenues and data processing fees. The amounts paid were approximately $51,000 and $46,000 for the six months ended June 30, 2007 and 2006, respectively, and approximately $98,000 and $86,000 for the years ended December 31, 2006 and 2005, respectively.

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     The General Partner is not obligated to advance funds to the Partnership for operations or to fund Partnership advances to local partnerships, but may voluntarily do so from time to time. Accordingly, prior to January 1, 2006, during the six months ended June 30, 2006 and later in 2006, an affiliate of the General Partner advanced the Partnership funds for advances to local partnerships and for the Partnership’s purchase of the second mortgage at Michigan Beach Apartments. There were no such advances during the six months ended June 30, 2007. These advances bear interest at prime plus 2% (10.25% at June 30, 2007). Interest expense was approximately $240,000 and $117,000 for the six months ended June 30, 2007 and 2006, respectively, and approximately $447,000 and $98,000 for the years ended December 31, 2006 and 2005, respectively. Approximately $700,000 of principal and accrued interest was repaid during the six months ended June 30, 2007 from the distribution received from Pampa Partnership Limited. Approximately $1,800,000 of principal and accrued interest was repaid during the year ended December 31, 2006, all of which occurred after June 30, 2006. There were no such repayments during the year ended December 31, 2005. Approximately $4,335,000 of advances and accrued interest remain unpaid at June 30, 2007.

     As of June 30, 2007, the accrued fees and advances due to the General Partner exceeded the Partnership’s cash. The General Partner has indicated that, during the forthcoming year, it will not demand payment of amounts due in excess of such cash; however, the Partnership still remains liable for all such amounts.

     The General Partner is an affiliate of Apartment Investment and Management Company (“AIMCO”). AIMCO and its affiliates owned 397.0 Units in the Partnership representing 0.55% of the outstanding Units as of June 30, 2007. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the General Partner. Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the General Partner, as General Partner, to the Partnership and its limited partners may come into conflict with the duties of the General Partner to AIMCO its sole stockholder.

ITEM 4. THE SOLICITATION OR RECOMMENDATION.

     The information set forth in the Letter to the Unit holders, dated as of September 17, 2007, a copy of which is attached hereto as Exhibit (a)(2), is incorporated herein by reference.

ITEM 5. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

     Not applicable.

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

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     Not applicable.

ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

     Not applicable.

ITEM 8. ADDITIONAL INFORMATION.

     The information set forth in the Letter to the Unit holders, dated as of September 17, 2007, a copy of which is attached hereto as Exhibit (a)(2), is incorporated herein by reference.

ITEM 9. EXHIBITS.

(a)(2)      Letter to Unit Holders of the Partnership, dated September 17, 2007.
(e)	Not applicable.
(g)	Not applicable.

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SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: September 17, 2007

National Tax Credit Investors II
By:	National Partnership Investments Corp.
	(Corporate General Partner)
	By:	/s/ Martha L. Long Martha L. Long
		Senior Vice President

EX-99.(A)(2)

NATIONAL TAX CREDIT INVESTORS II
c/o NATIONAL PARTNERSHIP INVESTMENTS CORP.
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602

September 17, 2007

Dear Limited Partner:

     As you may be aware by now, MPF-NY 2007, LLC, MPF Badger Acquisition Co., LLC, MPF Senior Note Program I, LP, MPF Flagship Fund 11, LLC, MPF ePlanning Opportunity Fund, LP, Sutter Opportunity Fund 4, LLC, MPF Flagship Fund 13, LLC, MPF Special Fund 8, LLC, MPF Flagship Fund 9, LLC, MPF DeWaay Premier Fund 3, LLC, MPF DeWaay Premier Fund 4, LLC, MPF Flagship Fund 12, LLC, MPF DeWaay Premier Fund, LLC, MPF DeWaay Premier Fund 2, LLC, MPF DeWaay Fund 5, LLC, MPF DeWaay Fund 6, LLC, MPF Income Fund 23, LLC, MPF Income Fund 24, LLC and MacKenzie Patterson Fuller, LP (collectively, the “MacKenzie Group”) initiated an unsolicited tender offer to buy units of limited partnership interest (the “Units”) in National Tax Credit Investors II (the “Partnership”). The general partner of the Partnership, National Partnership Investments Corp., first became aware of the offer by the MPF Group on September 6, 2007.

     The Partnership, through its general partner, is required by the rules of the Securities and Exchange Commission (the “SEC”) to make a recommendation regarding whether you should accept or reject such offer or to state that the Partnership is remaining neutral with respect to such offer. The general partner does not express any opinion, and is remaining neutral, with respect to the MacKenzie Group’s offer, primarily because the general partner does not have a reliable indicator of the fair value of the Units. The general partner is of the opinion that secondary market sales information is not a reliable measure of value in this instance because of the limited number of reported trades. Therefore, the general partner is remaining neutral and does not express any opinion with respect to the MacKenzie Group’s offer.

     We call your attention to the following considerations:

• The MacKenzie Group’s offer price is $85.00 per Unit, which will be reduced by the amount of any distributions declared or made between September 6, 2007 and October 8, 2007, which may be further extended.

• The MacKenzie Group’s offer is for all the outstanding Units not already owned by the Mackenzie Group. According to our records, the MacKenzie Group directly owns 5 Units as of September 6, 2007, however, the MacKenzie Group may be affiliated with other limited partners of the Partnership whose Units are included in their statement of ownership. Any acquisition of Units by the Mackenzie Group as a result of the Mackenzie Group’s offer may affect the outcome of Partnership decisions, in that the purchases may concentrate ownership of Units.

• AIMCO Properties and its affiliates, which collectively hold 397 Units, or approximately 0.55% of the outstanding Units, do not intend to tender any of their Units in the MacKenzie Group’s offer.

• The Partnership is an investor in Jefferson Meadows Limited Dividend Housing Association Limited Partnership and Pampa Partnership Limited. These limited partnerships, respectively, owned Jefferson Meadows Apartments, an 83-unit apartment complex located in Detroit, Michigan, and Pam Apartments, a 96-unit apartment complex located in Pampa, Texas. These properties were, respectively, sold on March 30, 2007 and April 5, 2007 and as a result of such sales the Partnership has received or will receive distributions of approximately $39,000 and $931,000.

• The Partnership is an investor in Huntsville Properties Limited Partnership and Jamestown Terrace Limited Partnership. These limited partnerships, respectively, own Parkwood Landing Apartments, a 204-unit apartment complex located in Madison, Alabama, and Jamestown Terrace,

	a 56-unit apartment complex located in Jamestown, CA. The Parkwood Landing Apartments and the Jamestown Terrace property are currently under contract to be sold; however no assurances can be given regarding the timing or amount of a sale, if at all.
•	The Partnership is an investor in Grimes Park Apartments Limited Partnership, Columbus Junction Limited Partnership, Norwalk Park Apartments Limited Partnership and Kentucky River Apartments, Ltd. These limited partnerships, respectively, own Grimes Park Apartments, a 16-unit apartment complex located in Grimes, Iowa, Columbus Junction Apartments, a 24-unit apartment complex located in Columbus Junction, Iowa, Norwalk Apartments, a 16-unit apartment complex located in Norwalk, Iowa, and Kentucky River Westside Homes Apartments, a 42-unit apartment complex located in Winchester, Kentucky. The properties mentioned above are currently listed for sale; however no assurances can be given regarding the timing or amount of a sale, if at all.
•	The Partnership is an investor in Michigan Beach Limited Partnership and Quivira Place Associates Limited Partnership. These limited partnerships, respectively, own Michigan Beach Apartments, a 239-unit apartment complex located in Chicago, Illinois, and Quivira Place Apartments, a 289-unit apartment complex located in Lenexa, Kansas. The properties mentioned above are currently under negotiations to be sold; however no assurances can be given regarding the timing or amount of a sale, if at all.
•	The Partnership is an investor in Virginia Park Meadows Limited Dividend Limited Partnership, Northwestern Partners, Ltd. and Wynnefield Lincoln Grove Limited Partnership. These limited partnerships, respectively, own Virginia Park Meadows Apartments, a 83-unit apartment complex located in Detroit, Michigan, Pensacola Affordable Apartments, a 56-unit apartment complex located in Pensacola, Florida, and Lincoln Grove Apartments, a 116-unit apartment complex located in Greensboro, North Carolina. The properties mentioned above are currently being considered for sale; however no assurances can be given regarding the timing or amount of a sale, if at all.
•	The Partnership is an investor in Edgewood, a limited partnership, Germantown, a limited partnership, Meadow Lake I, a limited partnership, and Salem Park, a limited partnership. These limited partnerships, respectively, own, Edgewood Apartments, a 108-unit apartment complex located in Rogers, Arkansas, Germantown Apartments, a 132-unit apartment complex located in Conway, Arkansas, Meadow Lake Apartments, a 108-unit apartment complex located in Searcy, Arkansas, and Salem Park Apartments, a 144-unit apartment complex located in Conway, Arkansas. The Partnership’s interests in these limited partnerships are currently under negotiations to be sold; however no assurances can be given regarding the timing or amount of a sale, if at all.
•	The Partnership is an investor in Palm Springs View Apartments, Ltd. and Pineview Terrace I Limited Partnership. These limited partnerships, respectively, own Palm Springs View Apartments, a 120-unit apartment complex located in Palm Springs, California, and Pineview Terrace Apartments, a 120-unit apartment complex located in Katy, Texas. The Partnership is currently considering a sale of its interests in these limited partnerships and Palm Springs View Apartments, Ltd. is currently considering a sale of the Palm Springs View Apartments property; however no assurances can be given regarding the timing or amount of a sale, if at all.
•	Set forth below is secondary sales information as reported by Direct Investments Spectrum (formerly known as The Partnership Spectrum) and the American Partnership Board, which are the only two independent sources from which we currently have information regarding secondary market sales. The gross sales prices reported by these services do not necessarily reflect the net sales proceeds received by sellers of Units, which typically are reduced by commissions and other secondary market transaction costs to amounts less than the reported price. We do not know whether the information compiled by these services is accurate or complete. Other sources, such

as The Stanger Report, may contain prices for Units that equal or exceed the sales prices reported by Direct Investments Spectrum and the American Partnership Board

° Set forth below are the high and low sales prices of Units for 2007 (through May 31, 2007) and during the years ended December 31, 2006, 2005 and 2004, as reported by Direct Investments Spectrum, an independent third-party source.

	HIGH		LOW
Year Ended 2007 (through May 31):	$	55.02	$	30.00
Year Ended 2006:	$	55.00	$	21.00
Year Ended 2005:	$	55.00	$	25.00
Year Ended 2004:	$	55.00	$	20.00

° Set forth below are the high and low sales prices of Units for 2007 (through August 31, 2007) and during the years ended December 31, 2006, 2005 and 2004 as reported by the American Partnership Board, an independent third-party source.

	HIGH		LOW
Year Ended 2007 (through August 31):	$	55.02	$	37.55
Year Ended 2006:	$	33.50	$	25.01
Year Ended 2005:	$	36.50	$	35.10
Year Ended 2004:	$	41.00	$	30.10

• The MacKenzie Group’s offer states that you will have the right to withdraw Units tendered in the offer at any time until the offer has expired. In addition, if the MacKenzie Group has not accepted your Units for payment by November 5, 2007, you may withdraw Units tendered at any time after November 5, 2007 until they are accepted for payment.

• The MacKenzie Group does not indicate what its specific plans or proposals are regarding future tender offers, however it states that it may make additional tenders for Units at higher prices.

     The general partner urges each investor to carefully consider the foregoing information before tendering his or her Units to the MacKenzie Group.

     Each limited partner should make its own decision as to whether or not it should tender or refrain from tendering its Units in an offer in light of its unique circumstances including (i) its investment objectives, (ii) its financial circumstances including the tolerance for risk and need for liquidity, (iii) its views as to the Partnership’s prospects and outlook, (iv) its own analysis and review of all publicly available information about the Partnership, (v) other financial opportunities available to it, (vi) its own tax position and tax consequences, and (vii) other factors that the holder of Units may deem relevant to its decision. Under any circumstances, limited partners should be aware that a sale of their interests in the Partnership will have tax consequences that could be adverse.

     Please consult with your tax advisor about the impact of a sale on your own particular situation and the effect of any negative capital accounts.

     If you would like to discuss your Partnership’s performance in greater detail, please contact our Investor Relations Department at ISTC Corporation at (864) 239-1029 or at P.O. Box 2347, Greenville, SC 29602. Please be advised that the information contained in this letter reflects the extent of our advice with respect to this offer.

Sincerely,

National Partnership Investments Corp.

General Partner