REAL ESTATE ASSOCIATES LTD II
8-K, 1998-09-15
REAL ESTATE
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                       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) September 10, 1998


                        Real Estate Associates Limited II
===============================================================================
             (Exact Name of Registrant as Specified in its Charter)


California                         000-09782                    95-3547609
(State or Other                    (Commission                  (I.R.S. Employer
Jurisdiction of                    File Number)                 Identification
incorporation)                                                  No.)




            9090 Wilshire Boulevard, Beverly Hills, California 90211
===============================================================================
               (Address of Principal Executive Offices) (Zip Code)



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


===============================================================================
         (Former Name or Former Address, If Changed Since Last Report.)


ITEM 5.  Other Events.


756110.1


<PAGE>



         Real Estate Associates Limited II, a California limited partnership
(the "Registrant"), is filing this Current Report on Form 8-K in connection with
the filing of a press release issued on September 10, 1998 regarding the
extension of the consent solicitation period relating to the sale of certain
properties held by the Registrant.

ITEM 7.  Financial Statements, Pro Forma Financial Information and Exhibits

(c)  Exhibits.

Exhibit        Description
======         ===========
1              Press Release, dated September 10, 1998.



756110.1
                                       2

<PAGE>



                                   SIGNATURES

         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.


                              REAL ESTATE ASSOCIATES LIMITED II,
                                a California Limited Partnership


                              By:    NATIONAL PARTNERSHIP INVESTMENT
                                     CORP., a California Corporation,
                                     a General Partner



                                     By:/s/ Henry C. Casden
                                        --------------------------------------
                                        Name: Henry C. Casden
                                              Title:  Senior Executive Vice
                                                      President



Date:  September 14, 1998


756110.1
                                        3

<PAGE>



EXHIBIT INDEX


Exhibit  Description
======   ===========

1        Press Release, dated September 10, 1998.



756110.1
                                          4

<PAGE>


                                    Exhibit 1
                                    =========


FOR IMMEDIATE RELEASE
=====================
                                          Contact:
                                          Pat Toy
                                          National Partnership Investments
                                          (800) 666-6274
                                          Ellen A. Gulczynski
                                          MacKenzie Partners, Inc.
                                          (212) 929-5500


                 NATIONAL PARTNERSHIP INVESTMENTS CORP. EXTENDS
                   CONSENT SOLICITATION PERIOD FOR REAL ESTATE
                ASSOCIATES LIMITED AND OTHER LIMITED PARTNERSHIPS

         Beverly Hills, California - September 10, 1998 - National Partnership
Investments Corp. (NAPICO), the California-based managing general partner of
certain real estate limited partnerships, announced today the extension of eight
consent solicitation periods regarding the sale of properties held in the
following real estate limited partnerships:

                  Real Estate Associates Limited 
                  Real Estate Associates Limited II 
                  Real Estate Associates Limited III 
                  Real Estate Associates Limited IV 
                  Real Estate Associates Limited V 
                  Real Estate Associates Limited VI 
                  Real Estate Associates Limited VII
                  Housing Programs Limited

The consent solicitation periods scheduled to expire at 5:00 p.m., New York City
Time on Thursday, September 10, 1998, have been extended to 5:00 p.m. New York
City Time on Friday, October 9, 1998. The purpose of the extension is to ensure
that all of the limited partners have adequate time to respond to the consent
materials.

                                                     # # #




756110.1
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