Exhibit (a)(3)






September 6, 2007

TO:         UNIT HOLDERS OF NATIONAL TAX CREDIT INVESTORS II, L.P.

SUBJECT:    OFFER TO PURCHASE UNITS

Dear Unit Holder:

As described in the enclosed Offer to Purchase and related Letters of
Transmittal (the "Offer") the Purchasers named in the attached Offer
(collectively the "Purchasers") are offering to purchase up to 72,389 Units of
limited partnership interest (the "Units") in NATIONAL TAX CREDIT INVESTORS II,
L.P. (the "Partnership") at a purchase price equal to:

                                  $85 per Unit
                                  ------------

The Offer will provide you with an opportunity to liquidate all, or a portion
of, your investment in NATIONAL TAX CREDIT INVESTORS II, L.P. without the usual
transaction costs associated with market sales or partnership transfer fees.
Reasons you may wish to sell your Units include:

     o    55% PREMIUM TO RECENT  TRADES.  Our Offer Price is 55% higher than the
          highest reported trading price in the past year! (see secondary market
          trading information herein).

     o    UNCERTAINTY  OF PARTNERSHIP  TERMINATION.  Our offer provides you with
          the opportunity to receive a guaranteed amount of money in a specified
          time  period.  The general  partner has given no  indication  when the
          partnership will be liquidating.  The Partnership term extends through
          December 31, 2030! Therefore, investors may not see liquidity for some
          time.

     o    NO DISTRIBUTIONS! The Partnership has never made a distribution to the
          limited partners.  The Partnership has announced that one of the Local
          Partnerships  owned by the  Partnership  sold its  property and should
          distribute approximately  $5,500,000 to the Partnership.  However, the
          same property was previously  under  contract for a higher price,  and
          the  contract  was  terminated.  Closing is  currently  scheduled  for
          September 28, 2007,  but there can be no assurance the sale will close
          or that the  Partnership  will  distribute  any  proceeds  to  limited
          partners.

     o    NO FUTURE IRS FILING REQUIREMENTS. The tax year in which you sell your
          Units will be the final year for which you will be obligated to file a
          K-1 for the  Partnership  with your tax return.  This may  represent a
          reduction in costs  associated  with filing  complicated  tax returns.
          Your  decision to sell may have other  favorable  or  unfavorable  tax
          consequences and potential sellers should consult their individual tax
          advisers.

     o    ELIMINATION  OF RETIREMENT  ACCOUNT FEES. If you sell your Units,  you
          may avoid  incurring  fees for having this  investment  in your IRA or
          retirement account. Because many custodians have transfer restrictions
          against  limited  partnership  units  or  charge  additional  fees for
          holding this type of asset,  many investors are faced with the task of
          searching for a way to avoid these fees. Once our cash payment is sent
          directly to your retirement account,  you are free to consolidate your
          retirement  accounts or transfer the funds to a custodian  that offers
          lower fees.

After carefully reading the enclosed Offer, if you elect to tender your Units,
mail (using the enclosed pre-addressed, postage paid envelope) or fax (then
mail) a duly completed and executed copy of the Letter of Transmittal (printed
on purple paper) and change of address forms, and any other documents required
by the Letter of Transmittal, to the Depositary for the Offer at:

                         MacKenzie Patterson Fuller, LP
                  1640 School Street, Moraga, California 94556
                            Facsimile: (925) 631-9119

If you have any questions or need assistance, please call the Depositary at
800-854-8357. This Offer expires (unless extended) October 8, 2007.