SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, 2001

Commission File Number
     0-20610     

NATIONAL TAX CREDIT INVESTORS II

A California Limited Partnership

I.R.S. Employer Identification No.      93-1017959     

9090 Wilshire Boulevard, Suite 201, Beverly Hills, California 90211

Registrant’s Telephone Number, Including Area Code (310) 278-2191

Securities Registered Pursuant to Section 12(b) or 12(g) of the Act:

NONE

Indicate by check mark whether the registrant (1) has filed all reports required to be filed with the Commission by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes     [X]          No     [   ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

TABLE OF CONTENTS

PART I.
	ITEM 1. BUSINESS:
	ITEM 2. PROPERTIES:
	ITEM 3. LEGAL PROCEEDINGS:
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
PART II.
	ITEM 5. MARKET FOR THE REGISTRANT’S PARTNERSHIP INTERESTS AND RELATED SECURITY HOLDER MATTERS:
	ITEM 6. SELECTED FINANCIAL DATA:
	ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS:
	ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:
	ITEM 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE:
PART III.
	ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT:
	ITEM 11. MANAGEMENT RENUMERATION AND TRANSACTIONS:
	ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:
	ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:
	ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K:
SIGNATURES

PART I.

ITEM 1. BUSINESS:

National Tax Credit Investors II (“NTCI-II” or the “Partnership”) is a limited partnership formed under the laws of the State of California on January 12, 1990. The Partnership was formed to acquire limited partnership interests in investee limited partnerships (“Local Partnerships”) which own multifamily apartment complexes that are eligible for low-income housing federal income tax credits (the “Housing Tax Credit”). On April 23, 1990, the Partnership offered 100,000 Units of Limited Partnership Interests (“Units”) at $1,000 per Unit through a public offering managed by PaineWebber Incorporated (the “A Selling Agent”).

The general partner of the Partnership is National Partnership Investments Corp. (“NAPICO”), a California corporation (the “General Partner”). The business of the Partnership is conducted primarily by NAPICO.

Prior to December 30, 1998, NAPICO was a wholly owned subsidiary of Casden Investment Corporation (“CIC”), which is wholly owned by Alan I. Casden. On December 30, 1998, Casden Properties Operating Partnership, L.P. (the “Operating Partnership”), a majority owned subsidiary of Casden Properties Inc., a real estate investment trust organized by Alan I. Casden, purchased a 95.25% economic interest in NAPICO. The current members of NAPICO’s Board of Directors are Charles H. Boxenbaum, Bruce E. Nelson and Alan I. Casden.

On December 3, 2001, Casden Properties Inc., entered into a merger agreement and certain other transaction documents with Apartment Investment and Management Company, a Maryland corporation (“AIMCO”) and certain of its subsidiaries, pursuant to which, on March 11, 2002, AIMCO acquired Casden Properties, Inc. and its subsidiaries, including NAPICO.

In general, an owner of a low-income housing project is entitled to receive the Housing Tax Credit in each year of a ten-year period (the “Credit Period”). The apartment complexes (“Apartment Complex”) are subject to a minimum compliance period of not less than fifteen years (the “Compliance Period”). Tax Credits are available to the limited partners to reduce their federal income taxes. The ability of a limited partner to utilize such credits may be restricted by the passive activity loss limitation and the general business tax credit limitation rules. NTCI-II has made capital contributions to 37 Local Partnerships, one of which was sold and one was foreclosed in 2001. Each of these Local Partnerships owns an Apartment Complex that is eligible for the Housing Tax Credit. Several of the Local Partnerships also benefit from government programs promoting low or moderate income housing.

The Partnership’s investments in Local Partnerships are subject to the risks incident to the management and ownership of multifamily residential real estate. Neither the Partnership’s investments nor the Apartment Complexes owned by the Local Partnerships will be readily marketable, and there can be no assurance that the Partnership will be able to dispose of its Local Partnership Interests or Apartment Complexes at the end of the Compliance Period. The value of the Partnership’s investments will be subject to changes in national and local economic conditions, including substantial unemployment, which could adversely impact vacancy levels, rental payment defaults and operating expenses. This, in turn, could substantially increase the risk of operating losses for the Apartment Complexes and the Partnership. The Apartment Complexes are subject to the risk of loss through foreclosure. In addition, each Local Partnership is subject to risks relating to environmental hazards which might be uninsurable. Because the Partnership’s ability to control its operations will depend on these and other factors beyond the control of the General Partner and the local general partners, there can be no assurance that Partnership operations will be profitable or that the anticipated Housing Tax Credits will be available to the limited partners.

The Apartment Complexes owned by the Local Partnerships in which NTCI-II has invested were developed by the local operating general partners (the “Local Operating General Partners”) who acquired the sites and applied for applicable mortgages and subsidies, if any. NTCI-II became the principal limited partner in these Local Partnerships pursuant to arm’s-length negotiations with the Local Operating General Partners. As a limited partner, NTCI-II’s liability for obligations of the Local Partnership is limited to its investment. The Local Operating General Partner of the Local Partnership retains responsibility for developing, constructing, maintaining, operating and managing the Project. Under

certain circumstances, an affiliate of NAPICO or NTCI-II may act as the Local Operating General Partner. An affiliate, National Tax Credit Inc. II (“NTC-II”) is acting either as a special limited partner or non-managing administrative general partner (the “Administrative General Partner”) of each Local Partnership.

During 2001, the Apartment Complexes in which NTCI-II had invested were substantially rented.

The following is a schedule of the status as of December 31, 2001, of the Apartment Complexes owned by Local Partnerships in which NTCI-II is a limited partner.

SCHEDULE OF PROJECTS OWNED BY LOCAL LIMITED PARTNERSHIPS
IN WHICH NTCI-II HAS AN INVESTMENT
DECEMBER 31, 2001

					Units Occupied
					as a Percentage
					of Total Units
	No. of		Units		Available for
Name & Location	Units		Occupied		Occupancy
Ashville Equity (Westview) Ashville, OH		41		35		85	%
Columbus Junction Park Columbus Junction, IA		24		21		88	%
Cottages of North St. Paul (Elderly) North St. Paul, MN		94		92		98	%
Countryside Howell Township, NJ		180		177		98	%
East Ridge Apartments St. Clair, MO		48		25		52	%
Edgewood Apartments Rogers, AR		108		107		99	%
Fourth Street Los Angeles, CA		44		41		93	%
Germantown Apartments Conway, AR		132		123		93	%
Great Basin Associates Reno, NV		28		26		93	%
Grimes Park Apartments Grimes, IA		16		14		88	%
Jamestown Terrace Jamestown, CA		56		55		98	%
Jefferson Meadows Apartments Detroit, MI		83		82		99	%
Kentucky River Apartments Winchester, KY		42		40		95	%
Lincoln Grove Apartments Greensboro, NC		116		109		94	%
Meadowlakes Apartments Searcy, AR		108		96		89	%
Michigan Beach Apartments Chicago, IL		240		210		88	%
Nickel River (Wedgewood) Apartments LaCrosse, WI		105		79		75	%
Norwalk Park Apartments Norwalk, IA		16		15		94	%

SCHEDULE OF PROJECTS OWNED BY LOCAL LIMITED PARTNERSHIPS
IN WHICH NTCI-II HAS AN INVESTMENT (Continued)
DECEMBER 31, 2001

					Units Occupied
					as a Percentage
					of Total Units
	No. of		Units		Available for
Name & Location	Units		Occupied		Occupancy
Oakview Apartments Spartanburg, SC		106		104		98	%
Palm Springs View Palm Springs, CA		120		120		100	%
Pam Apartments Pampa, TX		96		93		97	%
Parkwood Landing Huntsville, AL		204		187		92	%
Pensacola Affordable Pensacola, FL		56		46		82	%
Pineview Terrace Katy, TX		120		108		90	%
Quivera Lenexa, KS		289		256		89	%
Rancho Del Mar Tucson, AZ		312		247		79	%
Salem Park Apartments Conway, AR		144		144		100	%
Sheboygan Apartments Sheboygan, WI		59		48		81	%
Sitka III Sitka, AK		16		13		81	%
Soldotna (Northwood Senior) Apartments Soldotna, AK		23		23		100	%
Torres de Plata II Toa Alto, PR		78		78		100	%
Villa Real Santa Fe, NM		120		114		95	%
Virginia Park Meadows Detroit, MI		83		73		88	%
Wade Walton Apartments Clarksdale, MI		108		72		67	%
Westbridge Apartments W. Columbia, SC		112		111		99	%
		3,527		3,184		90	%

ITEM 2. PROPERTIES:

Through its investment in Local Partnerships, NTCI-II holds interests in Apartment Complexes. See Item 1 and Schedule for information pertaining to these Apartment Complexes.

ITEM 3. LEGAL PROCEEDINGS:

As of December 31, 2001, NTCI-II’s General Partner was a plaintiff or a defendant in several lawsuits. In addition, the Partnership was involved in the following lawsuits arising from transactions in the ordinary course of business. In the opinion of management and the General Partner, these claims will not result in any material liability to the Partnership.

Foreclosure proceedings were commenced against the Paramount Local Partnership in November 1998 and a receiver was appointed in May 1999. A decree of foreclosure was entered in January 2000, and the foreclosure sale was completed in February 2001. The Partnership had no investment balance related to this Local Partnership.

Due to operating deficits, the Wade Walton Local Partnership which owns a property in Clarksdale, Mississippi has been unable to service its mortgage and the lender commenced foreclosure proceedings. The Local Partnership then commenced bankruptcy proceedings on July 20, 1999 in order to stay the foreclosure sale and reorganize under Chapter 11 of the United States Bankruptcy Code. Substantial improvements have been made to the property and occupancy is currently at 99%. Although the bankruptcy court has terminated the automatic stay, the lender has refrained from continuing the foreclosure proceedings. The Partnership had no investment balance related to this Local Partnership.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:

Not applicable.

PART II.

ITEM 5. MARKET FOR THE REGISTRANT’S PARTNERSHIP INTERESTS AND RELATED SECURITY HOLDER
                MATTERS:

The Limited Partnership Interests are not traded on a public exchange but were sold through a public offering managed by PaineWebber Incorporated. It is not anticipated that any active public market will develop for the purchase and sale of any Limited Partnership Interests. Limited Partnership Interests may not be transferred but can be assigned only if certain requirements in the Partnership Agreement are satisfied. At December 31, 2001, there were 3,678 registered holders of units in NTCI-II. The Partnership was not designed to provide cash distributions to Limited Partners in circumstances other than refinancing or disposition of its investments in Local Partnerships. Distributions have not been made from inception of the Partnership to December 31, 2001.

ITEM 6. SELECTED FINANCIAL DATA:

	Year Ended December 31,
	2001			2000			1999			1998			1997
Interest income	$	34,547		$	82,717		$	49,340		$	33,049		$	21,559
Operating expenses		(1,515,304	)		(1,074,283	)		(1,063,748	)		(1,080,349	)		(1,060,595	)
Gain on sale of limited partnership interest		266,320
Distributions from limited partnerships recognized as income		1,270,324			478,304			—			—			—
Equity in loss of limited partnerships and amortization of acquisition costs		(2,146,680	)		(2,451,980	)		(3,198,976	)		(4,040,526	)		(4,222,167	)
Net loss	$	(2,090,793	)	$	(2,965,242	)	$	(4,213,384	)	$	(5,087,826	)	$	(5,261,203	)
Net loss per limited limited partnership interest	$	(29	)	$	(41	)	$	(58	)	$	(70	)	$	(72	)
Total assets	$	12,245,869		$	15,179,691		$	17,812,372		$	21,915,847		$	26,193,937
Investments in limited partnerships	$	11,184,234		$	14,059,652		$	16,153,744		$	21,167,503		$	25,724,722
Capital contributions payable	$	1,076		$	1,076		$	1,076		$	356,985		$	356,985
Accrued fees and expenses due to partners	$	2,546,019		$	3,717,135		$	3,296,209		$	2,831,597		$	2,066,985

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS:

Capital Resources

The Partnership raised $72,404,000 from investors by a public offering, the term of which expired on April 22, 1992, that was used for the acquisition of investments in Local Partnerships which own the Apartment Complexes. The Partnership holds limited partnership interests in 37 Local Partnerships, one of which sold and one was foreclosed in 2001. Normally, the capital contributions to the Local Partnerships are payable in installments, with each contribution due on a specified date and/or provided that certain conditions regarding construction operation and financing of the project have been fulfilled. At December 31, 2001, $1,076 remains outstanding for one Local Partnership.

It is not expected that any of the Local Partnerships in which the Partnership invests will generate cash from operations sufficient to provide distributions to the Limited Partners in any material amount. Such cash from operations, if any, would first be used to meet operating expenses of the Partnership. The Partnership’s investments will not be readily marketable and may be affected by adverse general economic conditions which, in turn, could substantially increase the risk of operating losses for the Apartment Complexes, the Local Partnerships and the Partnership. These problems may result from a number of factors, many of which cannot be controlled by the General Partner.

The General Partner has the right to cause distributions received by the Partnership from the Local Partnerships (that would otherwise be available for distributions as cash flow) to be dedicated to the increase or replenishment of reserves at the Partnership level. The reserves will generally be available to satisfy working capital or operating expense needs of the Partnership (including payment of partnership management fees) and will also be available to pay any excess third-party costs or expenses incurred by the Partnership in connection with the administration of the Partnership, the preparation of reports to the Limited Partners and other investor servicing obligations of the Partnership. At the discretion of the General Partner, reserves may be available for contributions to the Local Partnerships.

The Partnership does not have the ability to assess Limited Partners for additional capital contributions to provide capital if needed by the Partnership or Local Partnerships. Accordingly, if circumstances arise that cause the Local Partnerships to require capital in addition to that contributed by the Partnership and any equity of the local general partners, the only sources from which such capital needs will be able to be satisfied (other than the limited reserves available at the Partnership level) will be (i) third-party debt financing (which may not be available if, as expected, the Apartment Complexes owned by the Local Partnerships are already substantially leveraged), (ii) other equity sources (which could adversely affect the Partnership’s interest in operating cash flow and/or proceeds of sale or refinancing of the Apartment Complexes which would result in adverse tax consequences to the Limited Partners), or (iii) the sale or disposition of Apartment Complexes. There can be no assurance that any of such sources would be readily available in sufficient proportions to fund the capital requirements of the Local Partnerships. If such sources are not available, the Local Partnerships would risk foreclosure on their Apartment Complexes if they were unable to renegotiate the terms of their first mortgages and any other debt secured by the Apartment Complexes, which would have significant adverse tax consequences to the Limited Partners.

Liquidity

Each Partnership acquisition is analyzed by the General Partner with respect to its probable impact upon the Partnership’s liquidity position. In this regard, the General Partner takes into account projected cash flow generated from the Apartment Complex, the anticipated debt service requirements of the existing financing and any restructuring or refinancing of such Apartment Complex, and the division of cash flow in excess of debt service between the Partnership and the local general partner.

Following an acquisition, adverse business or financial developments could negatively impact cash flow and the Partnership’s liquidity position. The General Partner may attempt to obtain operating deficit guarantees from certain local general partners to fund operating deficits for limited periods of time. See “Investment Objectives and Policies — Operating Deficit Guarantees” in the Prospectus. In addition, the Local Partnerships are expected to maintain working

capital reserves independent of those maintained by the Partnership to the extent that (i) the terms of mortgage debt encumbering the Apartment Complexes or the terms of any government assistance program so require, or (ii) the Local General Partner determines that such reserves are necessary or advisable. Although reserves are to be maintained at both the Partnership and Local Partnership levels, if such reserves and other available income, if any, are insufficient to cover the Partnership’s or any Local Partnership’s operating expenses and liabilities, it may be necessary to accumulate additional funds from distributions received from Local Partnerships which would otherwise be available for distribution to the Limited Partners, or to liquidate the Partnership’s investment in one or more Local Partnerships.

Reserves of the Partnership and reserves of the Local Partnerships may be increased or decreased from time to time by the general partner or the local general partner, as the case may be, in order to meet anticipated costs and expenses. The amount of cash flow available for distribution and/or sale or refinancing proceeds, if any, which is available for distribution to the Limited Partners may be affected accordingly.

Results of Operations

The Partnership was formed to provide various benefits to its Limited Partners as discussed in Item 1. It is not expected that any of the Local Partnerships in which the Partnership has invested will generate cash flow sufficient to provide for distributions to Limited Partners in any material amount. The Partnership accounts for its investments in the Local Partnerships on the equity method, thereby adjusting its investment balance by its proportionate share of the income or loss of the Local Partnerships.

In general, in order to avoid recapture of Housing Tax Credits, the Partnership does not expect that it will dispose of its Local Partnership Interests or approve the sale by a Local Partnership of any Apartment Complex prior to the end of the applicable 15-year Compliance Period. Because of (i) the nature of the Apartment Complexes, (ii) the difficulty of predicting the resale market for low-income housing 15 or more years in the future, and (iii) the inability of the Partnership to directly cause the sale of Apartment Complexes by local general partners, but generally only to require such local general partners to use their respective best efforts to find a purchaser for the Apartment Complexes, it is not possible at this time to predict whether the liquidation of substantially all of the Partnership’s assets and the disposition of the proceeds, if any, in accordance with the partnership agreement will be able to be accomplished promptly at the end of the 15-year period. If a Local Partnership is unable to sell an Apartment Complex, it is anticipated that the local general partner will either continue to operate such Apartment Complex or take such other actions as the local general partner believes to be in the best interest of the Local Partnership. In addition, circumstances beyond the control of the General Partner may occur during the Compliance Period which would require the Partnership to approve the disposition of an Apartment Complex prior to the end of the Compliance Period.

Except for interim investments in highly liquid debt investments, the Partnership’s investments are entirely interests in other Local Partnerships owning Apartment Complexes. Funds temporarily not required for such investments in projects are invested in these highly liquid debt investments earning interest income as reflected in the statements of operations. These interim investments can be easily converted to cash to meet obligations as they arise.

The Partnership, as a Limited Partner in the Local Partnerships in which it has invested, is subject to the risks incident to the construction, management, and ownership of improved real estate. The Partnership investments are also subject to adverse general economic conditions, and accordingly, the status of the national economy, including substantial unemployment and concurrent inflation, could increase vacancy levels, rental payment defaults, and operating expenses, which in turn, could substantially increase the risk of operating losses for the Apartment Complexes.

The Partnership accounts for its investments in the local limited partnerships on the equity method, thereby adjusting its investment balance by its proportionate share of the income or loss of the Local Partnerships. Equity in losses of limited partnerships is recognized in the financial statements until the limited partnership investment account is reduced to a zero balance. Losses incurred after the limited partnership investment account is reduced to zero are not recognized. Limited partners are not liable for losses beyond their contributed capital. The equity in loss of limited partnerships has been decreasing primarily as a result of the Partnership’s investments in certain local limited partnerships being reduced to zero during the three year period ended December 31, 2001, after which point losses are not recognized. The cumulative amount of unrecognized equity in losses of unconsolidated limited partnerships is approximately $10,592,000 and $8,117,000 as of December 31, 2001 and 2000, respectively.

Distributions received from limited partnerships are recognized as return of capital until the investment balance has been reduced to zero or to a negative amount equal to future capital contributions required. Subsequent distributions received are recognized as income.

During 2001, the Partnership sold its interest in the Cottonwood Local Partnership and realized a gain of $266,320 and net proceeds of $1,251,090, including $221,280 which was collected in 2002.

Operating expenses consist primarily of recurring general and administrative expenses and professional fees for services rendered to the Partnership. In addition, an annual partnership management fee in an amount equal to 0.5% of invested assets is payable to the General Partner and Special Limited Partner. The management fee represents the annual recurring fee which will be paid to the General Partner for its continuing management of Partnership affairs. As of December 31, 2001, the fees and expenses due the General Partner and Special Limited Partner exceeded the Partnership’s cash. The partners, during the forthcoming year, will not demand payment of amounts due in excess of such cash or such that the Partnership would not have sufficient operating cash; however, the Partnership will remain liable for all such amounts.

Foreclosure proceedings were commenced against the Paramount Local Partnership in November 1998 and a receiver was appointed in May 1999. A decree of foreclosure was entered in January 2000, and the foreclosure sale was completed in February 2001. The Partnership has no investment balance related to this Local Partnership.

Due to operating deficits, the Wade Walton Local Partnership which owns a property in Clarksdale, Mississippi has been unable to service its mortgage and the lender commenced foreclosure proceedings. The Local Partnership then commenced bankruptcy proceedings on July 20, 1999 in order to stay the foreclosure sale and reorganize under Chapter 11 of the United States Bankruptcy Code. Substantial improvements have been made to the property and occupancy is currently at 99%. Although the bankruptcy court has terminated the automatic stay, the lender has refrained from continuing the foreclosure proceedings. The Partnership had no investment balance related to this Local Partnership.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:

The Financial Statements and Supplementary Data are listed under Item 14.

ITEM 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE:

Not applicable.

NATIONAL TAX CREDIT INVESTORS II
(a California limited partnership)

FINANCIAL STATEMENTS,
FINANCIAL STATEMENT SCHEDULES
AND REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
AS OF DECEMBER 31, 2001

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of
National Tax Credit Investors II
(A California limited partnership)

We have audited the accompanying balance sheets of National Tax Credit Investors II (a California limited partnership) as of December 31, 2001 and 2000, and the related statements of operations, partners’ equity (deficiency) and cash flows for each of the three years in the period ended December 31, 2001. Our audits also included the financial statement schedules listed in the index in item 14. These financial statements and financial statement schedules are the responsibility of the management of the Partnership. Our responsibility is to express an opinion on these financial statements and financial statement schedules based on our audits. We did not audit the financial statements of certain limited partnerships, the investments in which are reflected in the accompanying financial statements using the equity method of accounting. The investments in these limited partnerships represent 41 percent and 39 percent of total assets as of December 31, 2001 and 2000, respectively, and the equity in loss of these limited partnerships represents 40 percent, 45 percent and 40 percent of the total net loss of the Partnership for the years ended December 31, 2001, 2000 and 1999, respectively, and represent a substantial portion of the investee information in Note 2 and the financial statement schedules. The financial statements of these investee limited partnerships were audited by other auditors. Their reports have been furnished to us and our opinion, insofar as it relates to the amounts included for those limited partnerships, is based solely on the reports of the other auditors.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of National Tax Credit Investors II as of December 31, 2001 and 2000, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, based on our audits and the reports of other auditors, such financial statement schedules, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.

/s/     DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP

Los Angeles, California
April 5, 2002

NATIONAL TAX CREDIT INVESTORS II
(a California limited partnership)

BALANCE SHEETS

DECEMBER 31, 2001 AND 2000

ASSETS

				2001		2000
INVESTMENTS IN LIMITED PARTNERSHIPS (Notes 1 and 2)				$	11,184,234	$	14,059,652
CASH AND CASH EQUIVALENTS (Note 1)					577,097		864,951
RECEIVABLE FROM SALE OF PARTNERSHIP INTEREST (Note 2)					221,280
RESTRICTED CASH (Note 3)					263,258		255,088
		TOTAL ASSETS		$	12,245,869	$	15,179,691
LIABILITIES AND PARTNERS’ EQUITY
LIABILITIES:
	Accrued fees and expenses due to partners (Note 5)			$	2,546,019	$	3,717,135
	Capital contributions payable (Note 4)				1,076		1,076
	Accounts payable and accrued expenses				353,600		25,513
					2,900,695		3,743,724
CONTINGENCIES (Note 7)
PARTNERS’ EQUITY					9,345,174		11,435,967
			TOTAL LIABILITIES AND PARTNERS’ EQUITY	$	12,245,869	$	15,179,691

The accompanying notes are an integral part of these financial statements.

2

NATIONAL TAX CREDIT INVESTORS II
(a California limited partnership)

STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

			2001			2000			1999
INTEREST INCOME			$	34,547		$	82,717		$	49,340
OPERATING EXPENSES:
	Management fees — partners (Note 5)			736,856			740,463			764,612
	General and administrative (Note 5)			136,148			138,063			99,723
	Legal and accounting			642,300			195,757			199,413
		Total operating expenses		1,515,304			1,074,283			1,063,748
LOSS FROM PARTNERSHIP OPERATIONS				(1,480,757	)		(991,566	)		(1,014,408	)
GAIN ON SALE OF LIMITED PARTNERSHIP INTEREST (Note 2)				266,320
DISTRIBUTIONS FROM LIMITED PARTNERSHIPS RECOGNIZED AS INCOME (Note 2)				1,270,324			478,304
EQUITY IN LOSS OF LIMITED PARTNERSHIPS AND AMORTIZATION OF ACQUISITION COSTS (Note 2)				(2,146,680	)		(2,451,980	)		(3,198,976	)
NET LOSS			$	(2,090,793	)	$	(2,965,242	)	$	(4,213,384	)
NET LOSS PER LIMITED PARTNERSHIP INTEREST (Note 1)			$	(29	)	$	(41	)	$	(58	)

The accompanying notes are an integral part of these financial statements.

3

NATIONAL TAX CREDIT INVESTORS II
(a California limited partnership)

STATEMENTS OF PARTNERS’ EQUITY (DEFICIENCY)
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

		General			Limited
		Partner			Partners			Total
PARTNERS’ EQUITY (DEFICIENCY), January 1, 1999		$	(442,778	)	$	19,057,371		$	18,614,593
	Net loss for 1999		(42,134	)		(4,171,250	)		(4,213,384	)
PARTNERS’ EQUITY (DEFICIENCY), December 31, 1999			(484,912	)		14,886,121			14,401,209
	Net loss for 2000		(29,652	)		(2,935,590	)		(2,965,242	)
PARTNERS’ EQUITY (DEFICIENCY), December 31, 2000			(514,564	)		11,950,531			11,435,967
	Net loss for 2001		(20,908	)		(2,069,885	)		(2,090,793	)
PARTNERS’ EQUITY (DEFICIENCY), December 31, 2001		$	(535,472	)	$	9,880,646		$	9,345,174

The accompanying notes are an integral part of these financial statements.

4

NATIONAL TAX CREDIT INVESTORS II
(a California limited partnership)

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

					2001			2000			1999
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss				$	(2,090,793	)	$	(2,965,242	)	$	(4,213,384	)
	Adjustments to reconcile net loss to net cash used in operating activities:
			Gain on sale of limited partnership interest			(266,320	)
			Equity in loss of limited partnerships and amortization of acquisition costs			2,146,680			2,451,980			3,198,976
			Increase (decrease) in other assets						120,479			(120,479	)
			Increase (decrease) in accounts payable and accrued expenses			328,087			(88,366	)		1,206
			(Decrease) increase in accrued fees and expenses due to partners			(1,171,116	)		420,926			464,612
			Net cash used in operating activities			(1,053,462	)		(60,223	)		(669,069	)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Investments in limited partnerships:
		Capital (contributions) recoveries				(446,766	)		(507,293	)		199,590
		Proceeds from sale of partnership interest				1,029,810
		Decrease in capital contributions payable										(355,909	)
		Distributions recognized as a return of capital				190,734			149,406			1,615,193
		Increase in restricted cash				(8,170	)		(13,452	)		(8,814	)
				Net cash provided by (used in) investing activities		765,608			(371,339	)		1,450,060
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS						(287,854	)		(431,562	)		780,991
CASH AND CASH EQUIVALENTS, beginning of year						864,951			1,296,513			515,522
CASH AND CASH EQUIVALENTS, end of year					$	577,097		$	864,951		$	1,296,513

The accompanying notes are an integral part of these financial statements.

5

NATIONAL TAX CREDIT INVESTORS II
(a California limited partnership)

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001

1. Summary of Significant Accounting Policies

Organization

National Tax Credit Investors II (the Partnership) was formed under the California Revised Limited Partnership Act and organized on January 12, 1990. The Partnership was formed to invest primarily in other limited partnerships which own and operate multifamily housing complexes that are eligible for low income housing tax credits. The general partner of the Partnership (the “General Partner”) is National Partnership Investments Corp., a California corporation (“NAPICO”). The special limited partner of the Partnership (the “Special Limited Partner”) is PaineWebber TC Partners L.P., a Virginia Limited Partnership. The business of the Partnership is conducted primarily by NAPICO.

On December 3, 2001, Casden Properties Inc., entered into a merger agreement and certain other transaction documents with Apartment Investment and Management Company, a Maryland corporation (“AIMCO”) and certain of its subsidiaries, pursuant to which, on March 11, 2002, AIMCO acquired Casden Properties Inc. and its subsidiaries, including NAPICO.

The Partnership offered for sale up to 100,000 units of limited partnership interests (“Units”) at $1,000 per unit (including 50,000 units subject to the selling agent’s option). The term of the offering expired on April 22, 1992, at which date a total of 72,404 units had been sold amounting to $72,404,000 in capital contributions. Offering expenses of $9,412,868 were incurred in connection with the sale of such limited partner interests.

The General Partner has a 1 percent interest in operating profits and losses of the Partnership. The limited partners will be allocated the remaining 99 percent interest in proportion to their respective investments.

The Partnership shall continue in full force and effect until December 31, 2030, unless terminated earlier pursuant to the partnership agreement or law.

Upon total or partial liquidation of the Partnership or the disposition or partial disposition of a project or project interest and distribution of the proceeds, the General Partner will be entitled to a property disposition fee as mentioned in the partnership agreement. The limited partners will have a priority item equal to their invested capital plus 6 percent priority return as defined in the partnership agreement. This property disposition fee may accrue but shall not be paid until the limited partners have received distributions equal to 100 percent of their capital contributions plus the 6 percent priority return.

6

NATIONAL TAX CREDIT INVESTORS II
(a California limited partnership)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001

1. Summary of Significant Accounting Policies (Continued)

Basis of Presentation

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.

Recent Accounting Pronouncements

In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards Number (SFAS No.) 141, “Business Combinations” and SFAS No. 142, “Goodwill and Other Intangible Assets.” SFAS No. 141 was effective immediately and SFAS 142 will be effective January 2002. The new standards are not expected to have a significant impact on the Partnership’s financial statements.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Method of Accounting for Investment in Limited Partnerships

The investments in limited partnerships are accounted for on the equity method. Acquisition, selection and other costs related to the acquisition of the projects acquired are capitalized as part of the investment accounts and are being amortized on a straight line basis over the estimated lives of the underlying assets, which is generally 30 years.

Net Loss Per Limited Partnership Interest

Net loss per limited partnership interest was computed by dividing the limited partners’ share of net loss by the number of limited partnership interests outstanding during the year. The number of limited partner interests was 72,404 for all years presented.

7

NATIONAL TAX CREDIT INVESTORS II
(a California limited partnership)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001

1. Summary of Significant Accounting Policies (Continued)

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and bank certificates with an original maturity of three months or less. The Partnership has its cash and cash equivalents on deposit with high quality financial institutions. Such cash and cash equivalents are in excess of the FDIC insurance limit.

Impairment of Long-Lived Assets

The Partnership reviews long-lived assets to determine if there has been any permanent impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the sum of the expected future cash flows is less than the carrying amount of the assets, the Partnership recognizes an impairment loss. No impairment losses were recognized during the years ended December 31, 2001, 2000 and 1999.

2. Investments in Limited Partnerships

The Partnership holds limited partnership interests in 35 local partnerships (the “Local Partnerships”), located in 23 different states, after selling its interest in one Local Partnership and a lender foreclosing one Local Partnership in 2001. As a limited partner of the Local Partnerships, the Partnership does not have authority over day-to-day management of the Local Partnerships or their properties (the “Apartment Complexes”). The general partners responsible for management of the Local Partnerships (the “Local Operating General Partners”) are not affiliated with the General Partner of the Partnership, except as discussed below.

At December 31, 2001, the Local Partnerships own residential projects consisting of 3,527 apartment units.

The Partnership, as a limited partner, is generally entitled to 50 to 99 percent of the operating profits and losses of the Local Partnerships. National Tax Credit, Inc. II (“NTC-II”), an affiliate of the General Partner, serves either as a special limited partner or non-managing administrative general partner in each Local Partnership, in which case it receives .01 percent of operating profits and losses of the Local Partnership. In addition, NTC-II is the Local Operating General Partner of two Local Partnerships, in which case it is entitled to .09 percent of the operating profits and losses of the Local Partnership.

8

NATIONAL TAX CREDIT INVESTORS II
(a California limited partnership)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001

2. Investments in Limited Partnerships (Continued)

The Partnership is generally entitled to receive 50 percent of the net cash flow generated by the Apartment Complexes, subject to repayment of any loans made to the Local Partnerships (including loans made by NTC-II or an affiliate), repayment for funding of development deficit and operating deficit guarantees by the Local Operating General Partners or their affiliates (excluding NTC-II and its affiliates), and certain priority payments to the Local Operating General Partners other than NTC-II or its affiliates.

The Partnership’s allocable share of losses from Local Partnerships are recognized in the financial statements until the related investment account is reduced to a zero balance. Losses incurred after the investment account is reduced to zero will not be recognized. The cumulative amount of unrecognized equity in losses of unconsolidated limited partnerships is approximately $10,592,000 and $8,117,000 as of December 31, 2001 and 2000, respectively.

Distributions received by the Partnership from the Local Partnerships are accounted for as a return of capital until the investment balance is reduced to zero or to a negative amount equal to further capital contributions required. Subsequent distributions received will be recognized as income.

During 2001, the Partnership sold its interest in the Cottonwood Local Partnership and realized a gain of $266,320 and net proceeds of $1,251,090, including $221,280 which was collected in 2002.

The following is a summary of the investments in and advances to Local Partnerships and reconciliation to the Local Partnerships accounts:

	2001			2000
Investments balance, beginning of year	$	14,059,652		$	16,153,744
Capital contributions		446,766			507,293
Sale of property		(984,770	)		—
Equity in loss of limited partnerships		(2,034,235	)		(2,211,976	)
Amortization of capitalized acquisition costs and fees		(112,445	)		(240,003	)
Distributions recognized as a return of capital		(190,734	)		(149,406	)
Investments balance, end of year	$	11,184,234		$	14,059,652

9

NATIONAL TAX CREDIT INVESTORS II
(a California limited partnership)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001

2. Investments in Limited Partnerships (Continued)

The difference between the investment per the accompanying balance sheets at December 31, 2001 and 2000, and the equity per the Local Partnerships’ combined financial statements is due primarily to cumulative unrecognized equity in losses of certain Local Partnerships, costs capitalized to the investment account, cumulative distributions recognized as income, the Partnership’s recording of capital contributions payable to the Local Partnerships in its investment balance and recognition of impairment losses.

Paramount

Foreclosure proceedings were commenced against the Paramount Local Partnership in November 1998 and a receiver was appointed in May 1999. A decree of foreclosure was entered in January 2000, and the foreclosure sale was completed in February 2001. The Partnership had no investment balance related to this Local Partnership.

Wade Walton

Due to operating deficits, the Wade Walton Local Partnership which owns a property in Clarksdale, Mississippi has been unable to service its mortgage and the lender commenced foreclosure proceedings. The Local Partnership then commenced bankruptcy proceedings on July 20, 1999 in order to stay the foreclosure sale and reorganize under Chapter 11 of the United States Bankruptcy Code. Substantial improvements have been made to the property and occupancy has improved. Although the bankruptcy court has terminated the automatic stay, the lender has refrained from continuing the foreclosure proceedings. The Partnership had no investment balance related to this Local Partnership.

10

NATIONAL TAX CREDIT INVESTORS II
(a California limited partnership)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001

2. Investments in Limited Partnerships (Continued)

Selected financial information from the combined financial statements of the Local Partnerships at December 31, 2001 and 2000 and for each of the three years in the period ended December 31, 2001 is as follows:

Balance Sheets

	2001		2000
	(in thousands)
Land and buildings, net	$	95,310	$	104,673
Total assets	$	106,411	$	115,295
Mortgages and construction loans payable secured by real property	$	83,683	$	87,028
Total liabilities	$	97,892	$	101,294
Equity of National Tax Credit Investors II	$	405	$	2,497
Equity of other partners	$	8,114	$	11,504

Statements of Operations

	2001			2000			1999
	(in thousands)
Total revenues	$	18,968		$	19,863		$	19,221
Interest expense	$	5,488		$	6,220		$	6,401
Depreciation and amortization	$	4,799		$	4,937		$	5,131
Total expenses	$	23,221		$	23,316		$	31,145
Net loss	$	(4,253	)	$	(3,453	)	$	(11,923	)
Net loss allocable to the Partnership	$	(4,088	)	$	(3,128	)	$	(11,834	)

11

NATIONAL TAX CREDIT INVESTORS II
(a California limited partnership)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001

2. Investments in Limited Partnerships (Continued)

Included in expenses for 1999 is an impairment loss of $8,190,000 related to one Local Partnership, in which the Partnership has a zero investment balance.

An affiliate of the General Partner is currently the Local Operating General Partner in two of the Local Partnerships included above, and another affiliate receives property management fees of approximately 5 percent of gross revenues from one of these two Local Partnerships and from three other Local Partnership (Note 5) in which the affiliate is not the Local Operating General Partner. The following sets forth the significant combined data for the Local Partnerships in which an affiliate of the General Partner is the Local Operating General Partner:

	2001			2000			1999
	(in thousands)
Total assets	$	6,644		$	11,332
Total liabilities	$	4,266		$	7,721
Equity of National Tax Credit Investors II	$	2,390		$	721
Equity of other partners	$	(12	)	$	2,890
Total revenue	$	913		$	1,806		$	1,850
Net loss	$	(204	)	$	(345	)	$	(296	)

3. Restricted Cash

Restricted cash represents funds in escrow to be used, to fund operating deficits, if any, of one of the Local Partnerships, as defined in the Local Partnership Agreement.

4. Capital Contributions Payable

Capital contributions payable represents amounts which are due at various times based on conditions specified in the respective Local Partnership agreements. The capital contributions payable are unsecured and non-interest bearing. These amounts are generally due upon the Local Partnership achieving certain operating or financing benchmarks.

12

NATIONAL TAX CREDIT INVESTORS II
(a California limited partnership)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001

5. Related-Party Transactions

Under the terms of the Amended and Restated Agreement of Limited Partnership, the Partnership is obligated to the General Partner and the Special Limited 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) is payable to the General Partner and Special Limited Partner. Partnership management fees in the amount of $736,856, $740,463 and $764,612 were recorded as an expense in 2001, in 2000 and 1999, respectively. As of December 31, 2001 and 2000, management fees in the amount of $2,546,019 and $3,717,135, respectively, were due to the General Partner and the Special Limited Partner.
	As of December 31, 2001, the fees and expenses due the General Partner and Special Limited Partner exceeded the Partnership’s cash. The partners, during the forthcoming year, will not demand payment of amounts due in excess of such cash or such that the Partnership would not have sufficient operating cash; however, the Partnership will remain liable for all such amounts.
(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.

13

NATIONAL TAX CREDIT INVESTORS II
(a California limited partnership)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001

5. Related-Party Transactions (Continued)

(c) The Partnership reimburses certain expenses to the General Partner. The reimbursement incurred to the General Partner was $65,255, $47,129 and $0 for the years ended December 31, 2001, 2000 and 1999, respectively, and is included in general and administrative expenses.

NTC-II is the Local Operating General Partner in two of the Partnership’s 35 Local Partnerships. In addition, NTC-II is either a special limited partner or non-managing administrative general partner in each Local Partnership.

An affiliate of the General Partner is responsible for the on-site property management for four Local Partnerships (Note 2). The Local Partnerships paid the affiliate property management fees of $138,373, $163,520 and $182,781 in 2001, 2000 and 1999, respectively.

6. Income Taxes

No provision has been made for income taxes in the accompanying financial statements since such taxes, if any, are the liability of the individual partners. The major differences in tax and financial statement losses result from the use of different bases and depreciation methods for the properties held by the Local Partnerships. Additional differences in tax and financial losses arise when financial losses are not recognized after the investment balance has been reduced to zero or to a negative amount equal to further capital contributions required.

7. Contingencies

NTCI-II’s General Partner is involved in various lawsuits. In addition, the Partnership is involved in several lawsuits arising from transactions in the ordinary course of business (Note 2). In the opinion of management and the General Partner, these claims will not result in any material liability to the Partnership.

8. Fair Value of Financial Instruments

Statement of Financial Accounting Standards No. 107, “Disclosure about Fair Value of Financial Instruments,” requires disclosure of fair value information about financial instruments, when it is practicable to estimate that value. It is impracticable to estimate the fair value of the amounts due to partners due to their related party nature. The carrying amounts of other assets and liabilities reported on the balance sheets that require such disclosure approximate fair value due to their short-term maturity.

14

NATIONAL TAX CREDIT INVESTORS II
(a California limited partnership)

NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 2001

9. Fourth-Quarter Adjustment

The Partnership’s policy is to record its equity in the loss of limited partnerships on a quarterly basis using estimated financial information furnished by the various local operating general partners. The equity in loss reflected in the accompanying annual consolidated financial statements is based primarily upon audited financial statements of the investee limited partnerships. The increase, approximately $801,000 between the estimated nine-month equity in loss and the actual 2001 year end equity in loss, has been recorded in the fourth quarter.

15

NATIONAL TAX CREDIT INVESTORS II
INVESTMENTS IN LIMITED PARTNERSHIPS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

SCHEDULE

	Year Ended December 31, 2001
			Capital			Cash			Equity			Amort
	BALANCE		Contri-			Distri-			in			of Acq			BALANCE
LIMITED	JANUARY 1,		butions			butions			Income			Costs/			DECEMBER 31,
PARTNERSHIPS	2001		(Sale)			Received			(Loss)			Fees			2001
Ashville Equity	$	—	$	129,880		$			$	(129,880	)	$	—		$	—
Columbus Junction		—		1,625						(1,625	)		—			—
Cottonwood Park		1,031,879		(984,770	)					(39,761	)		(7,348	)		—
The Cottages I		—								—			—			—
Countryside		1,147,347								(73,134	)		(11,361	)		1,062,852
Eastridge Apartments		335,640		116,441						(449,094	)		(2,987	)		—
Edgewood Apartments		843,783					(21,385	)		(106,498	)		(5,834	)		710,066
Fourth Street		1,229,636								(135,004	)		(7,053	)		1,087,579
Germantown Apartments		962,889					(24,453	)		(86,680	)		(6,811	)		844,945
Great Basin Associates		—								—			—			—
Grimes Park Apartments		18,308		1,625			(1,158	)		(16,661	)		(2,114	)		—
Jamestown		126,277								(87,015	)		(3,322	)		35,940
Jefferson Meadows Apartments		—								—			—			—
Kentucky River Apartments		839,952								(32,731	)		(4,719	)		802,502
Lincoln Grove		598,604					(20,400	)		(57,818	)		(4,527	)		515,859
Meadowlakes Apartments		953,453								(42,379	)		(5,828	)		905,246
Michigan Beach Apartments		—		84,360						(84,360	)		—			—
Nickel River (Wedgewood) Apts.		703,653		88,626						(39,619	)		(7,170	)		745,490
Norwalk Park Apartments		9,316		1,625			(1,088	)		(8,909	)		(944	)		—
Oakview		989,370		22,584						58,865			(2,926	)		1,067,893
Pam Apartments		—								—			—			—
Palm Springs View		—								—			—			—
Paramount Apartments *		—								—			—			—
Parkwood Landing		—								—			—			—
Pensacola Affordable		108,723					(5,001	)		(100,888	)		(2,834	)		—
Pineview Terrace		450,996					(98,237	)		(41,413	)		(6,197	)		305,149
Quivera		—								—			—			—
Rancho Del Mar		2,917,042								(254,281	)		(16,084	)		2,646,677
Salem Park Apartments		328,815					(10,833	)		(148,728	)		(6,787	)		162,467
Sheboygan Apartments		274,272								(93,708	)		(3,549	)		177,015
Sitka III Apartments		—								—			—			—
Soldotna (Northwood Senior) Apts.		146,889					(1,851	)		(28,580	)		(1,900	)		114,558
Torres De Plata II		42,808					(6,328	)		(34,334	)		(2,150	)		(4	)
Villa Real		—								—			—			—
Virginia Park Meadows		—								—			—			—
Wade Walton Apartments		—								—			—			—
Westbridge Apartments		—								—			—			—
	$	14,059,652	$	(538,004	)	$	(190,734	)	$	(2,034,235	)	$	(112,445	)	$	11,184,234

* The lender foreclosed against the property in 2001

NATIONAL TAX CREDIT INVESTORS II
INVESTMENTS IN LIMITED PARTNERSHIPS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

SCHEDULE
(Continued)

	Year Ended December 31, 2000
					Cash			Equity			Amort
	BALANCE		Capital		Distri-			in			of Acq			BALANCE
LIMITED	JANUARY 1,		Contri-		butions			Income			Costs/			DECEMBER 31,
PARTNERSHIPS	2000		butions		Received			(Loss)			Fees			2000
Ashville Equity	$	226,123	$	319,024					(419,727	)	$	(125,420	)
Columbus Junction		27,617		1,800		(1,638	)		(27,779	)		—			—
Cottonwood Park		1,083,267							(43,376	)		(8,012	)		1,031,879
The Cottages I		—										—			—
Countryside		1,428,014							(269,305	)		(11,362	)		1,147,347
Eastridge Apartments		396,077		87,278		(1,645	)		(143,083	)		(2,987	)		335,640
Edgewood Apartments		954,907				(18,095	)		(87,195	)		(5,834	)		843,783
Fourth Street		1,370,176							(133,487	)		(7,053	)		1,229,636
Germantown Apartments		1,073,110				(24,453	)		(78,957	)		(6,811	)		962,889
Great Basin Associates		—		28,517					(28,517	)		—			—
Grimes Park Apartments		32,075		1,800		(1,158	)		(12,293	)		(2,116	)		18,308
Jamestown		240,401							(110,802	)		(3,322	)		126,277
Jefferson Meadows Apartments		39,455							(39,455	)		—			—
Kentucky River Apartments		855,869		2,500					(13,698	)		(4,719	)		839,952
Lincoln Grove		701,690				(20,400	)		(78,159	)		(4,527	)		598,604
Meadowlakes Apartments		1,008,175				(1,466	)		(47,428	)		(5,828	)		953,453
Michigan Beach Apartments		—		37,736					(37,736	)		—			—
Nickel River (Wedgewood) Apts.		805,659		2,545					(97,381	)		(7,170	)		703,653
Norwalk Park Apartments		21,633		1,800					(12,701	)		(1,416	)		9,316
Oakview		908,885		15,000					68,411			(2,926	)		989,370
Pam Apartments		—													—
Palm Springs View		—		5,535					(5,535	)		—			—
Paramount Apartments		—		2,258					(2,258	)		—			—
Parkwood Landing		109,460							(109,460	)		—			—
Pensacola Affordable		320,362							(208,238	)		(3,401	)		108,723
Pineview Terrace		424,170							33,023			(6,197	)		450,996
Quivera		—													—
Rancho Del Mar		3,100,182		1,500		(57,375	)		(111,180	)		(16,085	)		2,917,042
Salem Park Apartments		422,672				(15,000	)		(72,070	)		(6,787	)		328,815
Sheboygan Apartments		367,850							(90,028	)		(3,550	)		274,272
Sitka III Apartments		—													—
Soldotna (Northwood Senior) Apts.		164,262				(1,848	)		(13,625	)		(1,900	)		146,889
Torres De Plata II		51,716				(6,328	)					(2,580	)		42,808
Villa Real		—													—
Virginia Park Meadows		19,937							(19,937	)		—			—
Wade Walton Apartments		—										—			—
Westbridge Apartments		—										—			—
	$	16,153,744	$	507,293	$	(149,406	)	$	(2,211,976	)	$	(240,003	)	$	14,059,652

NATIONAL TAX CREDIT INVESTORS II
INVESTMENTS IN LIMITED PARTNERSHIPS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

SCHEDULE
(Continued)

	Year Ended December 31, 1999
			Capital			Cash			Equity			Amort
	BALANCE		Contri-			Distri-			in			of Acq			BALANCE
LIMITED	JANUARY 1,		butions			butions			Income			Costs/			DECEMBER 31,
PARTNERSHIPS	1999		(Recovery)			Received			(Loss)			Fees			1999
Ashville Equity	$	362,555	$	23,000		$			$	(153,541	)	$	(5,891	)	$	226,123
Columbus Junction		49,060					(1,638	)		(17,874	)		(1,931	)		27,617
Cottonwood Park		1,124,314								(33,035	)		(8,012	)		1,083,267
The Cottages I		—											—			—
Countryside		1,802,706					(35,720	)		(327,610	)		(11,362	)		1,428,014
Eastridge Apartments		471,699								(72,635	)		(2,987	)		396,077
Edgewood Apartments		1,092,162					(18,095	)		(113,326	)		(5,834	)		954,907
Fourth Street		1,508,797								(131,568	)		(7,053	)		1,370,176
Germantown Apartments		1,227,404					(18,810	)		(128,673	)		(6,811	)		1,073,110
Great Basin Associates		—		11,139						(11,139	)		—			—
Grimes Park Apartments		47,307					(1,158	)		(11,958	)		(2,116	)		32,075
Jamestown		323,393								(79,670	)		(3,322	)		240,401
Jefferson Meadows Apartments		251,690								(204,661	)		(7,574	)		39,455
Kentucky River Apartments		874,396								(13,808	)		(4,719	)		855,869
Lincoln Grove		796,165					(20,400	)		(69,548	)		(4,527	)		701,690
Meadowlakes Apartments		1,098,046					(16,128	)		(67,915	)		(5,828	)		1,008,175
Michigan Beach Apartments		—		19,789						(19,789	)		—			—
Nickel River (Wedgewood) Apts.		842,914					(4,080	)		(26,005	)		(7,170	)		805,659
Norwalk Park Apartments		42,550					(1,088	)		(18,413	)		(1,416	)		21,633
Oakview		784,765								127,046			(2,926	)		908,885
Pam Apartments		33,501					(13,450	)		(17,215	)		(2,836	)		—
Palm Springs View		—											—			—
Paramount Apartments		—		17,647						(17,647	)		—			—
Parkwood Landing		672,606		(271,165	)					(278,198	)		(13,783	)		109,460
Pensacola Affordable		361,887					(15,287	)		(22,837	)		(3,401	)		320,362
Pineview Terrace		395,756								34,611			(6,197	)		424,170
Quivera		235,822					(27,996	)		(196,782	)		(11,044	)		—
Rancho Del Mar		3,408,959					(83,000	)		(209,693	)		(16,084	)		3,100,182
Salem Park Apartments		554,438					(11,667	)		(113,312	)		(6,787	)		422,672
Sheboygan Apartments		470,953								(99,553	)		(3,550	)		367,850
Sitka III Apartments		—											—			—
Soldotna (Northwood Senior) Apts.		183,941					(1,848	)		(15,931	)		(1,900	)		164,262
Torres De Plata II		60,624					(6,328	)					(2,580	)		51,716
Villa Real		1,850,135					(1,338,500	)		(204,623	)		(307,012	)		—
Virginia Park Meadows		238,958								(211,753	)		(7,268	)		19,937
Wade Walton Apartments		—											—			—
Westbridge Apartments		—											—			—
	$	21,167,503	$	(199,590	)	$	(1,615,193	)	$	(2,727,055	)	$	(471,921	)	$	16,153,744

SCHEDULE
(Continued)

NATIONAL TAX CREDIT INVESTORS II
INVESTMENTS IN, EQUITY IN EARNINGS OF, AND DISTRIBUTIONS
RECEIVED FROM LIMITED PARTNERSHIPS FOR THE
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

NOTES:	1.	Equity in income (loss) represents the Partnership’s allocable share of the net income (loss) from the Local Partnerships for the year. Equity in loss of the Local Partnerships will be recognized until the investment balance is reduced to zero or a negative balance equal to further commitments by the Partnership.
	2.	Cash distributions from the Local Partnerships are treated as a return of the investment and reduce the investment balance until such time as the investment is reduced to zero or a negative balance equal to further commitments by the Partnership. Distributions subsequently received will be recognized as income.

NATIONAL TAX CREDIT INVESTORS II
REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY HELD BY LOCAL LIMITED PARTNERSHIPS
DECEMBER 31, 2001

SCHEDULE III

							Buildings,
							Furnishings
							and Equipment
	Number		Outstanding				Amount Carried
	of		Mortgage				at Close of				Accumulated
Partnership/Location	Units		Loan		Land		Period		Total		Depreciation
Ashville Equity (Westview) Ashville, OH		41	$	958,258	$	100,000	$	1,774,617	$	1,874,617	$	829,101
Columbus Junction Park Columbus Junction, IA		24		648,740		40,000		783,674		823,674		260,067
Cottages of North St. Paul North St. Paul, MN		94		3,900,000		616,092		5,204,538		5,820,630		1,617,594
Countryside Place Howell Township, NJ		180		4,408,211		469,500		8,263,444		8,732,944		3,070,135
Eastridge Apartments St Clair, MO		48		954,932		35,210		553,207		588,417		—
Edgewood Apartments Rogers, AR		108		1,637,094		157,500		3,893,925		4,051,425		1,587,786
Fourth Street Los Angeles, Ca		44		995,294		241,979		4,219,238		4,461,217		1,517,507
Germantown Apartments Conway, AR		132		2,408,280		210,000		4,592,063		4,802,063		1,934,721
Great Basin Associates Reno, NV		28		621,095		143,000		1,412,503		1,555,503		401,631
Grimes Park Apartments Grimes, IA		16		458,070		50,000		522,194		572,194		181,427
Jamestown Terrace Jamestown, CA		56		2,859,277		298,000		3,491,844		3,789,844		949,929
Jefferson Meadows Detroit, MI		83		3,131,620		85,500		4,897,762		4,983,262		2,126,680
Kentucky River Winchester, KY		42		911,721		149,000		2,004,350		2,153,350		591,598
Lincoln Grove Greensboro, NC		116		605,007		117,853		3,907,600		4,025,453		1,160,305
Meadowlakes Searcy, AR		108		1,366,140		136,352		3,912,423		4,048,775		1,597,252
Michigan Beach Chicago, IL		240		9,360,544		791,700		4,560,273		5,351,973		384,873
Nickel River (Wedgewood) LaCrosse, WI		105		1,802,139		140,157		3,048,811		3,188,968		951,921
Norwalk Park Apartments Norwalk, IA		16		427,053		50,600		482,876		533,476		172,810
Oakview Apartments Spartanburg, SC		106		1,825,000		80,800		3,619,617		3,700,417		1,282,429
Palm Springs View Palm Springs, CA		120		5,122,011		901,137		6,744,287		7,645,424		2,272,394
Pam Apartments Pampa, TX		96		1,525,000		50,000		2,652,115		2,702,115		1,658,659
Parkwood Landing Huntsville, AL		204		4,327,465		720,238		9,226,496		9,946,734		3,660,285
Pensacola Affordable Pensacola, FL		56		1,340,020		251,630		1,845,425		2,097,055		734,632
Pineview Terrace Katy, TX		120		2,778,978		82,264		3,143,937		3,226,201		914,792
Quivera Lenexa, TX		289		3,855,170		100,000		12,555,607		12,655,607		5,630,006

							Buildings,
							Furnishings
							and Equipment
	Number		Outstanding				Amount Carried
	of		Mortgage				at Close of				Accumulated
Partnership/Location	Units		Loan		Land		Period		Total		Depreciation
Rancho del Mar Tucson, AZ		312	$	3,322,810	$	74,858	$	8,009,421	$	8,084,279	$	2,608,302
Salem Park Apartments Conway, AR		144		2,611,546		204,200		4,277,663		4,481,863		1,986,034
Sheboygan Sheboygan, WI		59		1,326,772		47,200		2,566,043		2,613,243		1,090,955
Sitka III Sitka, AK		16		1,161,383		41,868		1,450,307		1,492,175		597,966
Soldotna (Northwood Senior) Soldotna, AK		23		1,472,049		59,248		1,886,925		1,946,173		524,763
Torres de Plata II Toa Alta, PR		78		3,059,557		158,175		3,843,058		4,001,233		1,580,421
Villa Real Santa Fe, NM		120		2,805,615		897,283		6,428,869		7,326,152		2,183,862
Virginia Park Meadows Detroit, MI		83		3,081,575		78,500		4,897,997		4,976,497		2,110,259
Wade Walton Apartments Clarksdale, MI		108		4,000,000		102,020		3,957,610		4,059,630		1,248,073
Westbridge Apartments W. Columbia, SC		112		2,615,000		201,468		3,064,426		3,265,894		849,042
TOTAL		3,527	$	83,683,426	$	7,883,332	$	137,695,145	$	145,578,477	$	50,268,211

SCHEDULE III
(Continued)

NATIONAL TAX CREDIT INVESTORS II
REAL ESTATE AND ACCUMULATED DEPRECIATION OF PROPERTY
HELD BY LOCAL PARTNERSHIPS
IN WHICH NTCI-II HAS INVESTMENTS
DECEMBER 31, 2001

NOTES:	1.	Each local partnership is developing or has developed, owns and operates the Apartment Complex. Substantially all project costs, including construction period interest expense, were capitalized by the local partnerships.
	2.	Depreciation is provided for by various methods over the estimated useful lives of the Apartment Complexes. The estimated composite useful lives of the buildings are generally from 25 to 40 years.
	3.	Investments in property and equipment:

				Buildings,
				Furnishings
				And
	Land			Equipment			Total
Balance at January 1, 1999	$	9,541,292		$	153,812,700		$	163,353,992
Net additions during the year ended December 31, 1999		(1,382,306	)		(9,145,608	)		(10,527,914	)
Balance at December 31, 1999		8,158,986			144,667,092			152,826,078
Net retirements during the year ended December 31, 2000		—			(271,784	)		(271,784	)
Balance at December 31, 2000		8,158,986			144,395,308			152,554,294
Sale and foreclosure of properties		(289,354	)		(5,490,562	)		(5,779,916	)
Write-down of property					(928,167	)		(928,167	)
Net additions (retirements) during the year ended December 31, 2001		13,700			(281,434	)		(267,734	)
Balance at December 31, 2001	$	7,883,332		$	137,695,145		$	145,578,477

SCHEDULE III
(Continued)

NATIONAL TAX CREDIT INVESTORS II
REAL ESTATE AND ACCUMULATED DEPRECIATION OF PROPERTY
HELD BY LOCAL PARTNERSHIPS
IN WHICH NTCI-II HAS INVESTMENTS
DECEMBER 31, 2001

	Buildings,
	Furnishings
	And
	Equipment
Accumulated Depreciation:
Balance at January 1, 1999	$	41,899,250
Net additions during the year ended December 31, 1999		3,081,552
Balance at December 31, 1999		44,980,802
Net additions during the year ended December 31, 2000		2,900,139
Balance at December 31, 2000		47,880,941
Sale and foreclosure of properties		(1,820,013	)
Net additions during the year ended December 31, 2001		4,207,283
Balance at December 31, 2001	$	50,268,211

PART III.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT:

National Tax Credit Investors II (the “Partnership”) has no directors or executive officers of its own.

Prior to December 30, 1998, NAPICO was a wholly owned subsidiary of Casden Investment Corporation (“CIC”), which is wholly owned by Alan I. Casden. On December 30, 1998, Casden Properties Operating Partnership, L.P. (the “Operating Partnership”), a majority owned subsidiary of Casden Properties Inc., a real estate investment trust organized by Alan I. Casden, purchased a 95.25% economic interest in NAPICO. On March 11, 2002, NAPICO became a wholly owned subsidiary of Apartment Investment and Management Company. The following biographical information is presented for the directors and executive officers of NAPICO with principal responsibility for the Partnership’s affairs.

Charles H. Boxenbaum, 72, Chairman of the Board of Directors and Chief Executive Officer of NAPICO.

Mr. Boxenbaum has been associated with NAPICO since its inception. He has been active in the real estate industry since 1960, and prior to joining NAPICO was a real estate broker with the Beverly Hills firm of Carl Rhodes Company. Mr. Boxenbaum has been a member of the Board of Directors of Casden Properties Inc. since 1998.

Mr. Boxenbaum has been a guest lecturer at national and state realty conventions, certified properties exchanger’s seminars, Los Angeles Town Hall, National Association of Home Builders, International Council of Shopping Centers, Society of Conventional Appraisers, California Real Estate Association, National Institute of Real Estate Brokers, Appraisal Institute, various mortgage banking seminars, and the North American Property Forum held in London, England. He is one of the founders and a past director of the First Los Angeles Bank, organized in November 1974. Since March 1995, Mr. Boxenbaum has served on the Board of Directors of the National Housing Council. Mr. Boxenbaum received his Bachelor of Arts degree from the University of Chicago.

Bruce E. Nelson, 50, President, Chief Operating Officer and a director of NAPICO.

Mr. Nelson joined NAPICO in 1980 and became President in February 1989. He is responsible for the operations of all NAPICO sponsored limited partnerships. Prior to that he was primarily responsible for the securities aspects of the publicly offered real estate investment programs. Mr. Nelson is also involved in the identification, analysis, and negotiation of real estate investments. Mr. Nelson is a member of the Board of Directors of Casden Properties Inc. and is a Director of the Affordable Housing Tax Credit Coalition.

From February 1979 to October 1980, Mr. Nelson held the position of Associate General Counsel at Western Consulting Group, Inc., private residential and commercial real estate syndicators. Prior to that time, Mr. Nelson was engaged in the private practice of law in Los Angeles. Mr. Nelson received his Bachelor of Arts degree from the University of Wisconsin and is a graduate of the University of Colorado School of Law. He is a member of the State Bar of California and is a licensed real estate broker in California and Texas.

Alan I. Casden, 56, Chairman of the Board of Directors and Chief Executive Officer of Casden Properties Inc., a director and member of the audit committee of NAPICO, and chairman of the Executive Committee of NAPICO.

Mr. Casden has been involved in approximately $3 billion of real estate financings and sales and has been responsible for the development and construction of more than 12,000 apartment units and 5,000 single-family homes and condominiums.

Mr. Casden is a member of the American Institute of Certified Public Accountants and of the California Society of Certified Public Accountants. Mr. Casden is a member of the advisory board of the National Multi-

Family Housing Conference, the Multi-Family Housing Council, the President’s Council of the California Building Industry Association and the Urban Land Institute. He also serves on the Board of Trustees of the University of Southern California. He holds a Bachelor of Science degree and a Masters in Business Administration degree from the University of Southern California.

Brian H. Shuman, 39, Senior Vice President and Chief Financial Officer.

Mr. Shuman joined NAPICO in 2000, and is responsible for the financial affairs of NAPICO, as well as the limited partnerships sponsored by it. From 1996 until joining NAPICO in August 2000, Mr. Shuman was Vice President — Finance for Preferred Health Management Inc., the largest provider of worker compensation diagnostic imaging services in California formed in 1996, and was responsible for establishing and managing the accounting, billing, collection , treasury and financial reporting departments. From 1994 to 1996, he was the Controller for DVI Business Credit Corporation, which provides asset based lending to a wide range of health concerns. From 1985 to 1994, Mr. Shuman served in senior management positions, as a director or manager of finance, a portfolio tax analyst, and a senior accountant/tax consultant. He holds a Bachelor of Arts degree in economics and accounting from the University of Maryland. Mr. Shuman is a Certified Public Accountant and is a member of American Institute of Certified Public Accountants and the California Society of Public Accountants.

Patricia W. Toy, 72, Senior Vice President — Communications and Assistant Secretary.

Mrs. Toy joined NAPICO in 1977, following her receipt of an MBA from the Graduate School of Management, UCLA. From 1952 to 1956, Mrs. Toy served as a U.S. Naval Officer in communications and personnel assignments. She holds a Bachelor of Arts Degree from the University of Nebraska.

Jeffrey H. Sussman, 35, Senior Vice President, General Counsel and Secretary.

Mr. Sussman joined NAPICO in 1998, and is responsible for the legal affairs of NAPICO and its affiliates. He is also the President of NPEI and a member of the preliminary investment committee. Prior to joining NAPICO in April 1998, Mr. Sussman was an associate with the law firm of Rus, Miliband, Williams & Smith in Irvine, California. His practice emphasized real estate finance and insolvency law and included the representation of borrowers, lenders, and court-appointed trustees in matters involving apartment complexes, retail centers and hotels. Mr. Sussman received a Bachelor of Arts degree from the University of California, Berkeley and Juris Doctor and Master in Business Administration degrees from the University of Southern California. He is a member of the State Bar of California, and holds Series 22, 39 and 63 licenses issued by the National Association of Securities Dealers, Inc.

NAPICO and several of its officers, directors and affiliates, including Charles H. Boxenbaum, Bruce E. Nelson and Alan I. Casden, consented to the entry, on June 25, 1997, of an administrative cease and desist order by the U.S. Securities and Exchange Commission (the “Commission”), without admitting or denying any of the findings made by the Commission. The Commission found that NAPICO and others had violated certain federal securities laws in connection with transactions unrelated to the Partnership. The Commission’s order did not impose any cost, burden or penalty on any partnership managed by NAPICO and does not impact NAPICO’s ability to serve as the Partnership’s Managing General Partner.

ITEM 11. MANAGEMENT RENUMERATION AND TRANSACTIONS:

National Tax Credit Investors II has no officers, employees, or directors. However, under the terms of the Restated Certificate and Agreement of Limited Partnership, the Partnership is obligated to the General Partner and Special Limited Partner for the following fees:

(a)	An annual Partnership management fee in an annual amount equal to 0.5 percent of invested assets (as defined) is payable to the General Partner and Special Limited Partner. Fees in amount of $736,856, $740,463 and $764,612 were incurred for the year ended December 31, 2001, 2000 and 1999, respectively.
(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 and (ii) an amount equal to the aggregate adjusted investment (as defined) of the limited partners. No disposition fees have been paid.
(c)	The Partnership reimburses certain expenses to the General Partner. The reimbursement incurred to the General Partner was $65,255, $47,129 and $0 for the year ended December 31, 2001, 2000 and 1999, respectively, and is included in general and administrative expenses.
(d)	An affiliate of the General Partner is responsible for the on-site property management for seven Local Partnerships. The Local Partnerships paid the affiliate property management fees of $138,373, $163,520 and $182,781 in 2001, 2000 and 1999, respectively.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:

(a)	Security Ownership of Certain Beneficial Owners
	The General Partner owns all of the outstanding general partnership interests of NTCI-II; no person is known to own beneficially in excess of 5 percent of the outstanding limited partnership interests.
(b)	None of the officers or directors of the General Partner own directly or beneficially any limited partnership interests in NTCI-II.
(c)	Changes in Control
	None.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:

The Partnership has no officers, directors, or employees of its own. All of its affairs are managed by the General Partner, National Partnership Investments Corp. The transactions with the General Partner are primarily in the form of fees paid by the Partnership to the General Partner for services rendered to the Partnership, as discussed in Item 11 and in the notes to the accompanying financial statements.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K:

Financial Statements

Report of Independent Public Accountants.

Balance Sheets as of December 31, 2001 and 2000.

Statements of Operations for the years ended December 31, 2001, 2000 and 1999.

Statements of Partners’ Equity (Deficiency) for the years ended December 31, 2001, 2000 and 1999.

Statements of Cash Flows for the years ended December 31, 2001, 2000 and 1999.

Notes to Financial Statements.

Financial Statement Schedules
Applicable to the limited partnerships in which NTCI-II has investments:

Schedule — Investments in Limited Partnerships, December 31, 2001, 2000 and 1999.

Schedule III — Real Estate and Accumulated Depreciation, December 31, 2001.

The remaining schedules are omitted because the required information is included in the financial statements and notes thereto, or they are not applicable or not required.

Exhibits

(3)	Articles of incorporation and bylaws: The registrant is not incorporated. The Partnership Agreement was filed with Form S-11 Registration #33-27658 incorporated herein by reference.
(10)	Material contracts: The registrant is not party to any material contracts, other than the Restated Certificate and Agreement of Limited Partnership dated January 12, 1990, previously filed and which is hereby incorporated by reference.

Reports on Form 8-K

No reports on Form 8-K were filed during the year ended December 31, 2001.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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 in the City of Los Angeles, State of California.

NATIONAL TAX CREDIT INVESTORS II

By:  NATIONAL PARTNERSHIP INVESTMENTS CORP.
The General Partner

/s/ CHARLES H. BOXENBAUM
Charles H. Boxenbaum
Chairman of the Board of Directors and Chief Executive Officer

/s/ BRUCE E. NELSON
Bruce E. Nelson
Director and President

/s/ ALAN I. CASDEN
Alan I. Casden
Director

/s/ BRIAN H. SHUMAN
Brian H. Shuman
Chief Financial Officer

-----END PRIVACY-ENHANCED MESSAGE-----