UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~ PERSUANT toTO ~~Section~~SECTION 13 OR 15(dD) ~~of The Securities Exchange Act of 1934~~OF

~~Date~~ THE ofSECURITIES ~~Report~~EXCHANGE ~~(Date~~ACT ofOF ~~earliest event reported): October 18, 2012~~ 1934

Date of Report (Date of earliest event reported: November 30, 2017

INDEPENDENCE TAX CREDIT PLUS L.P. II

(Exact name of registrant as specified in its charter)

Delaware		0-13782		13-3646846
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Delaware

(State or Other Jurisdiction

Of Incorporation)

003-37704-03

(Commission File No.)

13-3646846

(I.R.S. Employer

Identification No.)

100 Church Street, New York, New York		10007
	1225 17th Street, Denver, Colorado		80202
(Address of principal executive offices)		(Zip Code)
(Address of Principal Executive Officer)			(Zip Code)

Registrant’s telephone number, including area code: (~~212~~303) ~~317~~927-~~5700~~5000

Not Applicable ~~(Former Name or Former Address, if Changed Since Last Report)~~

~~Check~~ (Former ~~the~~name ~~appropriate~~or ~~box~~former ~~below~~address, if ~~the~~changed ~~Form~~since ~~8-K~~last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~report)

¨ Check ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy the filing obligation of the registrant under any of the ~~Securities~~following ~~Act~~provisions (17See ~~CFR~~General ~~230~~Instruction A.~~425~~2. below):

¨☐ 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))

¨ Indicate ~~Pre-commencement~~by ~~communications~~checkmark ~~pursuant~~whether tothe registrant is an emerging growth company as defined in Rule ~~14d-2~~405 of the Securities Act of 1933 (b§230.405 of this chapter) ~~under~~or Rule 12-b-2 of the Securities Exchange Act ~~(17~~of ~~CFR~~1934 (§240.~~14d~~12-2(b of this chapter)).

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

~~Item~~ If ~~8.01.~~an ~~Other~~emerging ~~Events~~growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On ITEM October 18, 2012, Independence Tax Credit Plus L.P. II ("Independence II") issued a press release announcing that it recently became aware of a tender offer by Peachtree Partners (the "Offeror") to purchase up to 4.9% of the 58,928 outstanding limited partnership units of Independence II at a price of $18 per unit, less certain reductions to that purchase price (including an “administrative fee” of $100 per selling investor) as described in the Offeror’s written tender offer materials dated October 5, 2012. The press release is attached to this Current Report on Form 8~~-K as Exhibit 99~~.101 ~~and~~Other ~~incorporated herein by reference.~~ Events

~~This~~ On ~~Current~~November ~~Report~~30, on2017, ~~Form~~Independence ~~8-K~~Tax ~~and~~Credit Plus L.P. II (the ”Partnership”) ~~press~~completed ~~release~~its ~~attached~~liquidation asand anwinding-up, ~~exhibit~~and ~~hereto~~has ~~contain~~filed ~~forward-looking~~a ~~statements~~certificate ~~within~~of cancellation with the ~~meaning~~Secretary of State of Delaware and will file a Form 15 with the ~~"safe~~Securities ~~harbor"~~Exchange ~~provisions~~Commission to terminate registration under Section 12(g) of the ~~Private~~ Securities ~~Litigation~~of ~~Reform~~Exchange Act of ~~1995~~1934 (the ”Exchange Act”), after which the Partnership will no longer be required to file reports under Sections 13 and ~~also~~15(d) ~~include~~of the Exchange Act. The Partnership transferred its entire cash balance, after setting aside a ~~cautionary~~reserve for ~~statement~~the ~~identifying~~payment ~~important~~of ~~factors~~accrued ~~that~~operating ~~could~~expenses ~~cause~~and ~~actual~~accrued ~~results~~liquidation expenses, to ~~differ~~a ~~materially~~paying ~~from~~agent ~~those~~for ~~anticipated.~~distributions to investors.

~~Item~~ Pursuant ~~9.01.~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~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.

(a)	Not applicable
(b)	Not applicable
(c)	Not applicable
(d)	Exhibits
	99.1	Press Release issued October 18, 2012

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1034, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INDEPENDENCE TAX CREDIT PLUS L.P. II

(Registrant)

		By:	RELATED INDEPENDENCE ASSOCIATES L.P.,
			General Partner
			By:	INDEPENDENCE ASSOCIATES GP LLC,
				General Partner
Date:	October 18, 2012			By:	/s/ Robert A. Pace
					Robert A. Pace
					Chief Financial Officer and Principal Accounting Officer


	By:	RELATED INDEPENDENCE ASSOCIATES L.P.,
		General Partner

	By:	INDEPENDENCE ASSOCIATES GP LLC,
		General Partner

	By:	CENTERLINE MANAGER LLC,
		Manager

	By:	CENTERLINE AFFORDABLE HOUSING ADVISORS LLC,
		Sole Member

	By:	CENTERLINE CAPITAL GROUP LLC,
		Sole Member


Date:	November 30, 2017	By:	/s/ Ivyl T. Boyce
			Ivyl Boyce
			Chief Financial Officer



Date:	November 30, 2017	By:	/s/ Alan T. Fair
			Alan T. Fair
			President and Chief Executive Officer

Filing Compare · INDEPENDENCE TAX CREDIT PLUS L P II