SEC 1344 (6/94)
                          UNITED STATES                        OMB APPROVAL
               SECURITIES AND EXCHANGE COMMISSION              OMB  NUMBER:
                                                               3235-0058
                     Washington, D.C. 20549                    Expires:
                                                               May 31, 1997
                                                               Estimated average
                                                                  burden
                           FORM 12B-25                            hours per
                                                                  response
                                                                  .........2.50

                   NOTIFICATION OF LATE FILING                 SEC FILE NUMBER
                                                                    0-09782
                                                                  CUSIP NUMBER


(Check One):      X Form 10-K Form 20-F   Form 11-K    Form 10-Q  Form N-SAR

            [  ]  Transition Report on Form 10-K
            [  ]  Transition Report on Form 20-F
            [  ]  Transition Report on Form 11-K
            [  ]  Transition Report on Form 10-Q
            [  ]  Transition Report on Form N-SAR
                  For the Transition Period Ended

Read  Instruction (on back page) Before  Preparing  Form.  Please Print or Type.
Nothing  in this  form  shall be  construed  to imply  that the  Commission  has
verified any information contained herein.

If the notification  relates to a portion of the filing checked above,  identify
the item(s) to which the notification relates:




PART I - REGISTRANT INFORMATION

REAL ESTATE ASSOCIATES LIMITED II
Full Name of Registrant
N/A
Former Name if Applicable
55 Beattie Place, PO Box 1089
Address of Principal Executive Office (Street and Number)
Greenville, South Carolina 29602
City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate).

     (a)  The reasons  described in  reasonable  detail in Part III of this form
          could not be eliminated without unreasonable effort or expense;

     (b)  The subject annual report,  semi-annual  report,  transition report on
          Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,  will be
          filed on or before the fifteenth calendar day following the prescribed
x         due date; or the subject quarterly report of transition report on Form
          10-Q, or portion thereof will be filed on or before the fifth calendar
          day following the prescribed due date; and

     (c)  The accountant's statement or other exhibit required by Rule 12b-25(c)
          has been attached if applicable.

PART III - NARRATIVE

State below in  reasonable  detail the reasons  why the Form 10-K,  11-K,  10-Q,
N-SAR, or the transition  report or portion  thereof,  could not be filed within
the prescribed time period.

Information from Investee Partnerships has not been received in order to include
in the filing of the Registrant's Form 10-KSB for December 31, 2002.



PART IV - OTHER INFORMATION

     (1)  Name and  telephone  number  of person  to  contact  in regard to this
          notification.

         Joan Christ                      864                      239-1721
           (Name)                     (Area Code)             (Telephone Number)

     (2)  Have all other periodic  reports required under Section 13 or 15(d) of
          the  Securities  Exchange Act of 1934 or section 30 of the  Investment
          Company Act of 1940 during the preceding 12 months or for such shorter
          period that the  registrant  was required to file such  report(s) been
          filed? If answer is no, identify report(s). X Yes No

     (3)  Is it anticipated that any significant change in results of operations
          from  the  corresponding  period  for the  last  fiscal  year  will be
          reflected  by the  earnings  statements  to be included in the subject
          report or portion thereof? Yes X No

If so, attach an explanation of the  anticipated  change,  both  narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.


                          REAL ESTATE ASSOCIATES LIMITED II
                        (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.

Date: April 1, 2003                      By:/s/Brian H. Shuman
                                         Brian H. Shuman, Senior Vice President
                                         and Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on  behalf  of the  registrant  shall be filed  with  the  form.  ATTENTION
Intentional  misstatements  or omissions  of fact  constitute  Federal  Criminal
Violations (See 18 U.S.C. 1001). GENERAL INSTRUCTIONS

     1.   This  form is  required  by Rule  12b-25  (17 CFR  240.12b-25)  of the
          General Rules and  Regulations  under the  Securities  Exchange Act of
          1934.

     2.   One  signed  original  and  four  conformed  copies  of this  form and
          amendments thereto must be completed and filed with the Securities and
          Exchange Commission,  Washington,  D.C. 20549, in accordance with Rule
          0-3  of  the  General  Rules  and  Regulations   under  the  Act.  The
          information  contained in or filed with the form will be made a matter
          of public record in the Commission files.

     3.   A manually  signed copy of the form and  amendments  thereto  shall be
          filed with each  national  securities  exchange  on which any class of
          securities of the registrant is registered.

     4.   Amendments to the notifications  must also be filed on form 12b-25 but
          need not restate  information that has been correctly  furnished.  The
          form shall be clearly identified as an amended notification.

     5.   Electronic  Filers.  This form shall not be used by electronic  filers
          unable to timely file a report solely due to electronic  difficulties.
          Filers unable to submit a report within the time period prescribed due
          to  difficulties  in electronic  filing should comply with either Rule
          201 or Rule 202 of Regulation  S-T  (ss.232.201  or ss.232.202 of this
          chapter) or apply for an  adjustment  in filing date  pursuant to Rule
          13(b) of Regulation S-T (ss.232.13(b) of this chapter).