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~~March 328, ~~2013~~2017

REAL ESTATE ASSOCIATES LIMITED II

(Exact name of registrant as specified in its charter)

California	0-09782	95-3547609
(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~~Real ofEstate ~~Directors~~Associates orLimited ~~Certain~~II, ~~Officers;~~a ~~Election~~California oflimited ~~Directors;~~partnership ~~Appointment~~(the of“Registrant”), ~~Certain~~holds ~~Officers;~~a ~~Compensatory~~99% ~~Arrangements~~limited ofpartnership ~~Certain~~interest ~~Officers~~in Lakeside Apartments, an Indiana limited partnership (“Lakeside”).

~~Real~~Lakeside ~~Estate~~owns ~~Associates~~a ~~Limited~~48-unit IIapartment complex located in Mishawaka, Indiana. On March 28, 2017, the Registrant entered into an Assignment and Assumption Agreement (the “~~Partnership~~Agreement”) ~~announced~~by ~~that~~and among the Registrant, ~~effective~~as ~~October~~Assignor, 3East Lake Capital, ~~2013~~LLC, ~~Mr.~~an ~~Edward~~Indiana ~~Schmidt~~limited ~~has~~liability ~~resigned~~company, as Assignee (the ~~Director~~“Assignee”), ofand ~~Reporting~~Charles W. Parrott and ~~the~~PAB ~~equivalent~~Holdings, ofLLC, ~~chief~~an ~~financial~~Indiana ~~officer~~limited liability company, as general partners of Lakeside (collectively, the ~~Partnership~~“General Partners”), ~~and~~pursuant to which the Registrant will ~~continue~~transfer tothe ~~serve~~Lakeside inlimited ~~various~~partnership ~~roles~~interests ~~with~~held by it to the ~~corporate~~Assignee ~~general~~for ~~partner~~a total price of ~~the~~$200,000. ~~Partnership~~The transaction is expected to close no later than June 2, 2017. The Registrant’s investment balance in Lakeside was zero at December 31, 2016.

~~Additionally,~~The ~~effective~~foregoing ~~October~~description 3,is ~~2013,~~qualified the sole 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, II, LLC, and the Chief Financial Officer of the Partnership. Since August 1, 2013, Mr. Dryden has worked with McGrath Investment Management, LLC, most recently as CFO. Mr. Dryden joins the Partnertship from Republic-Financial, a multinational finance and private equity firm he joined in ~~March~~its ~~2010,~~entirety ~~where~~by hereference served as Republic’s Corporate Controller. As the Corporate Controller, Mr. Dryden was responsible for the development and management of highly complex multi-level consolidated audited financial statements. Prior to ~~Republic, Mr. Dryden was~~ the ~~CFO for Decision Display~~Agreement, a ~~Denver~~copy 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 banking relationships. Additionally, [from 2007 to2010 Mr. Dryden was the President of ~~Dryden~~which ~~Consulting,~~is anfiled ~~accounting~~as ~~and~~Exhibit ~~management consulting firm specializing in GAAP and SEC reporting, internal and external audit assistance and Sarbanes-Oxley compliance~~10. ~~Dryden~~1 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~~this ~~immediate value for the company~~report. ~~Mr. Dryden received a Bachelor of Arts Degree in Accounting from Clarke University in 1984.~~

1Item 9.01 Financial Statements and Exhibits

~~SIGNATURE~~(d) Exhibits

~~Pursuant~~10.1 Assignment toand ~~the~~Assumption ~~requirements~~Agreement ofby ~~the~~and ~~Securities~~between ~~Exchange~~Real ~~Act~~Estate ofAssociates ~~1934~~II, ~~the~~a ~~registrant~~California ~~has~~limited ~~duly~~partnership, ~~caused~~East ~~this~~Lake ~~report~~Capital, toLLC, bean ~~signed~~Indiana onlimited ~~its~~liability ~~behalf~~company, byand ~~the~~Charles ~~undersigned~~W. ~~hereunto~~Parrott ~~duly~~and ~~authorized~~PAB Holdings, LLC, an Indiana limited liability company, dated March 28, 2017.

~~REAL~~The ~~ESTATE~~agreements ~~ASSOCIATES~~included ~~LIMITED~~as IIan ~~By:~~exhibit ~~National~~to ~~Partnership~~this ~~Investments,~~Form ~~LLC~~8-K ~~Corporate~~contain ~~General~~representations ~~Partner~~and ~~By:~~warranties ~~/s/~~by ~~Brian~~each ~~Flaherty~~of ~~Brian~~the ~~Flaherty~~parties ~~Senior~~to ~~Managing~~the ~~Director~~applicable agreement. The representations and warranties in the applicable agreement have been made solely for the benefit of the other parties to the applicable agreement and:

~~DATED: October~~ in 4all instances should not be treated as categorical statements of fact, ~~2013~~but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

 have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

 may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and

 were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, the representations and warranties in the applicable agreement may not describe the actual state of affairs as of the date they were made or at any other time. The Registrant acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 8-K not misleading. Additional information about the Registrant may be found elsewhere in this Form 8-K and the Registrant’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

SIGNATURE

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


	By: National Partnership Investments, LLC Corporate General Partner By: /s/Joseph Dryden
	Joseph Dryden
	SVP of Finance/CFO

DATED: March 31, 2017

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