UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-K


                                 CURRENT REPORT


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

       Date of Report (Date of earliest event reported): April 30, 2003

                       NATIONAL TAX CREDIT INVESTORS II
            (Exact Name of Registrant as Specified in Its Charter)


               California                   0-20610               95-1017959
      (State or other jurisdiction        (Commission          (I.R.S. Employer
            of incorporation)             File Number)          Identification
                                                                    Number)


                                55 Beattie Place
                              Post Office Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)


      Registrant's telephone number, including area code (864) 239-1000


                                       N/A

                (Former address, if changed since last report)











Item 5.     Other Events.

On April 29, 2003,  the Court  entered  judgment  against  National  Partnership
Investments Corp. ("NAPICO"), the general partner of the Registrant, and certain
other  defendants in the previously  disclosed action entitled In Re Real Estate
Associates Limited  Partnership in the amount of $25.2 million for violations of
securities  laws and against  NAPICO for $67.3 million for breaches of fiduciary
duty, both amounts plus prejudgment  interest of $25.6 million, and for punitive
damages  against  NAPICO in the amount of $2.6 million.  Since the amount of the
judgment substantially exceeds NAPICO's net worth, NAPICO cannot post a bond for
the  full  amount  of the  judgment, and  NAPICO  cannot  predict  what  actions
plaintiffs  may  attempt  to take to  satisfy  the  judgment.  While the case is
expected  to be  appealed,  the  matter  is the  responsibility  of  the  former
shareholders  of  Casden  Properties   pursuant  to  documents  related  to  the
acquisition completed in March 2002.









                                    SIGNATURE



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.



                                    NATIONAL TAX CREDIT INVESTORS II
                                    (a California limited partnership)


                                    By:   National Partnership Investments Corp.
                                          General Partner


                                    By:   /s/Brian H. Shuman
                                          Brian H. Shuman
                                          Senior Vice President and
                                          Chief Financial Officer


                                    Date: April 30, 2003