March 3, 2005
Mail Stop 0409
VIA U.S. MAIL AND FAX (856) 596-6093
Mr. James V. Bleiler
Chief Financial Officer
Century Pacific Tax Credit Housing Fund - II
1 E. Stow Rd.
Marlton, NJ 08053
Re: Century Pacific Tax Credit Housing Fund - II
Form 10-K for the fiscal year ended March 31, 2004
Filed January 25, 2005
File No. 033-24537
Dear Mr. Bleiler:
We have reviewed the above referenced filings and have the
following comments. We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents. As such, all persons who are
responsible
for the adequacy and accuracy of the disclosure are urged to be
certain that they have included all information required pursuant
to
the Securities Exchange Act of 1934. Where indicated, we think
you
should revise your documents in response to these comments. If
you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure. After reviewing this information, we
may
or may not raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-K for the fiscal year ended March 31, 2004
Notes to the Financial Statements, pages F-7 - F-14
Note 1. Summary of Significant Accounting Policies, pages F-7 - F-
8
Investments in Operating Partnerships, page F-7
1. We note that you accounted for your investments in the Laurel-
Clayton Limited Partnership using the equity method.
Supplementally,
advise us how you determined that you do not control the Laurel-
Clayton Limited Partnership in light of your 60% economic
interest.
Reference is made to paragraphs 9 and 10 of SOP 78-9.
Additionally,
please tell us how you evaluated your interest in this limited
partnership under FIN 46R.
Note 5. Investments in Operating Partnerships, pages F-11 - F-13
2. In a supplemental response, please tell us what consideration
you
gave to including complete audited financial statements, including
audited statements of partners` capital, cash flows, and footnotes
for the Laurel-Clayton Limited Partnership. Reference is made to
Rule 3-09 of Regulation S-X.
3. In a supplemental response, please tell us how your operating
partnership accounted for the sale of the Washington Courts
Apartments property.
* * * *
As appropriate, please amend your Forms 10-K and 10-Q and
respond to these comments within 10 business days or tell us when
you
will provide us with a response. You may wish to provide us with
marked copies of the amendment to expedite our review. Please
furnish a cover letter with your amendment that keys your
responses
to our comments and provides any requested supplemental
information.
Detailed cover letters greatly facilitate our review. Please file
your cover letter on EDGAR. Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
You may contact Matthew Maulbeck, Staff Accountant, at (202)
942-1905 or Cicely Luckey, Senior Staff Accountant, at (202) 942-
1975
if you have questions regarding comments on the financial
statements
and related matters. Please contact me at (202) 942-1975 with any
other questions.
Sincerely,
Cicely Luckey
Senior Staff Accountant
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Century Pacific Tax Credit Housing Fund - II
March 3, 2005
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