SecProbe.io

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      April 14, 2005

Mail Stop 0409

      VIA U.S. MAIL AND FAX (864) 239-5824

Brian H. Shuman
Chief Financial Officer
Real Estate Associates Limited II
55 Beattie Place
P.O. Box 1089
Greenville, SC 29602

Re:	Real Estate Associates Limited II
	Form 10-KSB for the year ended December 31, 2004
      File No. 0-09782

Dear Mr. Shuman:

      We have reviewed the above referenced filings and have the
following comment.  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.  In our comment, we ask you to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary in your
explanation.  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-KSB for the Year Ended December 31, 2004

Note 1 - Organization and Summary of Significant Accounting
Policies

Recent Accounting Pronouncements

1. We note that you adopted FIN 46(R) and you determined that you
held variable interests in 11 VIE`s for which the Partnership was
not
the primary beneficiary.  In a supplemental response tell us how
you
determined that you were not considered the primary beneficiary
considering that you own 95 to 99% of the local limited
partnerships.
Reference is made to paragraphs 14 - 17 of FIN 46(R).

*    *    *    *

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing 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 filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; 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 filing or in response to
our comments on your filing.

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your amendment that keys your
response to our comment 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 responses to our
comments.

      You may contact James Webster, Staff Accountant, at (202)
824-
5574 or me, at (202) 942-2813 if you have questions.

						Sincerely,

Daniel Gordon
Accounting Branch Chief

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Real Estate Associates Limited II
April 14, 2005

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