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): ~~October~~July 36, ~~2013~~2015

NATIONAL TAX CREDIT INVESTORS II

(Exact name of registrant as specified in its charter)

California		0-20610	9593-1017959
(State or Other Jurisdiction of		(Commission File Number)	(I.R.S. Employer
Incorporation)			Identification No.)
	P.O. Box 91274 Los Angeles, California 90009
	(Address of Principal Executive Offices, including zip code)

Registrant’s Telephone Number, Including Area Code: (720) 387-8135

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 51.0201 Entry into a Material Definitive Agreement

~~Departure~~National Tax Credit Investors II, a California limited partnership (the “Registrant”), held a 99% limited partnership interest in Wynnefield Lincoln Grove Limited Partnership, a North Carolina limited partnership (the “Partnership”). On July 6, 2015, the Registrant entered into an Amendment to the Amended and Restated Certificate and Agreement of ~~Directors~~Limited orPartnership ~~Certain~~of ~~Officers;~~Wynnefield ~~Election~~Lincoln Grove Limited Partnership (the “Amendment”) by and among the Registrant, National Tax Credit II Holdings, LLC, a California limited liability company (together with Registrant, the “Withdrawing Partners”), Crosland Wynnefield No. 1, a North Carolina general partnership, the General Partner of ~~Directors;~~the ~~Appointment~~Partnership (“Crosland”), and Wynnefield 515, LLC, a North Carolina limited liability company (the “Assignee”), pursuant to which the Withdrawing Partners assigned 100% of ~~Certain~~their ~~Officers;~~interests ~~Compensatory~~in ~~Arrangements~~the Partnership to the Assignee in exchange for a payment of ~~Certain~~$15,000. Following ~~Officers~~such payment, the Registrant no longer held any interest in the Partnership and had no rights, obligations or liabilities related thereto.

~~National~~Item ~~Tax Credit Investors II (the “Partnership”) announced that, effective October 3, 2013, Mr~~2.01 ~~Edward~~Completion ~~Schmidt has resigned as the Director~~ of ~~Reporting~~Acquisition ~~and~~or ~~the~~Disposition ~~equivalent~~ of ~~chief financial officer of the Partnership, and will continue to serve in various roles with the corporate general partner of the Partnership~~Assets.

~~Additionally,~~Pursuant ~~effective~~to ~~October 3, 2013,~~ the ~~sole~~terms ~~member~~ of the ~~corporate general partner of the Partnership has appointed Mr. Joseph Dryden as the Director of Reporting of the general partner of the Partnership and of Bethesda Holdings~~Amendment, ~~II,~~on ~~LLC,~~July ~~and the Chief Financial Officer of the Partnership. Since August 1~~6, ~~2013~~2015, ~~Mr. Dryden has worked with McGrath Investment Management, LLC, most recently as CFO. Mr. Dryden joins~~ the ~~Partnertship~~registrant ~~from~~transferred ~~Republic-Financial,~~all a multinational finance and private equity firm he joined in March 2010, where he served as Republic’s Corporate Controller. As the Corporate Controller, Mr. Dryden was responsible for the development and management of ~~highly~~its ~~complex~~interests ~~multi-level consolidated audited financial statements. Prior to Republic, Mr. Dryden was the CFO for Decision Display, a Denver based audio visual company specializing~~ in high tech command centers and control rooms he joined in 2005. In this role Mr. Dryden was responsible for all accounting and finance functions including all financial reporting, detailed cash management and forecasting and also managed the ~~company’s~~Partnership banking relationships. Additionally, [from 2007 to2010 Mr. Dryden was the President of Dryden Consulting, an accounting and management consulting firm specializing in GAAP and SEC reporting, internal and external audit assistance and Sarbanes-Oxley compliance. Dryden Consulting’s client list included 1st Data, AIMCO, Crocs, Woodward Governor, McData, and several other large publicly traded companies. Mr. Dryden’s expertise in GAAP financial reporting, SEC reporting, cash management and process improvement will enable him to ~~create immediate value for~~ the ~~company~~Assignee. ~~Mr. Dryden received a Bachelor of Arts Degree in Accounting from Clarke University in 1984.~~

1As a result of the transfer of the Registrant’s interests in the Partnership, the Registrant received approximately $15,000 in consideration, all of which is intended to be used by the Registrant for the payment of outstanding payables and deferred management fees owed by the Registrant.

~~SIGNATURE~~1

~~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.~~SIGNATURE

~~NATIONAL~~Pursuant ~~TAX~~to ~~CREDIT~~the ~~INVESTORS~~requirements IIof ~~By:~~the ~~National~~Securities ~~Partnership~~Exchange ~~Investments~~Act of 1934, ~~LLC~~the ~~Corporate~~registrant ~~General~~has ~~Partner~~duly ~~By:~~caused ~~/s/~~this ~~Brian~~report ~~Flaherty~~to ~~Brian~~be ~~Flaherty~~signed ~~Senior~~on ~~Managing~~its ~~Director~~behalf by the undersigned hereunto duly authorized.

NATIONAL TAX CREDIT INVESTORS II By: National Partnership Investments, LLC Corporate General Partner By: /s/ Joseph Dryden Joseph Dryden V.P. of Finance/CFO DATED: ~~October~~ 4July 6, ~~2013~~2015

Filing Compare · NATIONAL TAX CREDIT INVESTORS II