UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

(Mark One)

|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

                       For the year ended March 31, 2008

                                       OR

| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

           For the transition period from ___________ to _____________

                         Commission file number: 0-20056


                   WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
             (Exact name of registrant as specified in its charter)

         California                                     33-0433017
       (State or other jurisdiction of               (I.R.S. Employer
        incorporation or organization)              Identification No.)

        17782 Sky Park Circle                           92614-6404
        Irvine, CA                                      (Zip Code)
        (Address of principal executive offices)

                                 (714) 662-5565
                               (Telephone number)


           Securities registered pursuant to Section 12(b) of the Act:

                                      NONE

           Securities registered pursuant to section 12(g) of the Act:

                      UNITS OF LIMITED PARTNERSHIP INTEREST
                                (Title of Class)

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act
Yes_____ No___X__

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act.
Yes_____ No___X__

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<PAGE>

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
Yes_____ No___X__

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
definition of "accelerated  filer and large accelerated  filer" in Rule 12b-2 of
the Exchange Act. (Check one):
Large accelerated  filer___  Accelerated  filer___  Non-accelerated  filer___X__
Smaller reporting company_____

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes____ No__X__


State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common  equity,  as of
the last business day of the registrant's most recently  completed second fiscal
quarter.



                                  INAPPLICABLE

                       DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K  (e.g.,  Part I, Part II,  etc.)  into  which the  document  is
incorporated:  (1) Any  annual  report  to  security  holders;  (2) Any proxy or
information  statement;  and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the  Securities Act of 1933.  The listed  documents  should be clearly
described for identification  purposes (e.g.,  annual report to security holders
for fiscal year ended December 24, 1980).

                                      NONE

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<PAGE>

PART I.

Item 1.  Business

Organization

WNC California Housing Tax Credits II, L.P. (the  "Partnership") is a California
Limited  Partnership  formed  under  the  laws of the  State  of  California  on
September 13, 1990. The Partnership  was formed to acquire  limited  partnership
interests in other limited partnerships ("Local Limited Partnerships") which own
multi-family  housing  complexes  ("Housing  Complexes")  that are  eligible for
Federal low income housing tax credits ("Low Income  Housing Tax Credits").  The
local  general  partners  (the "Local  General  Partners") of each Local Limited
Partnership retain  responsibility  for maintaining,  operating and managing the
Housing Complexes.  Each Local Limited  Partnership is governed by its agreement
of limited partnership (the "Local Limited Partnership Agreement").

The general  partner of the  Partnership is WNC Tax Credit  Partners,  L.P. (the
"General Partner").  WNC & Associates  ("Associates") and Wilfred N. Cooper, Sr.
are the general  partners of WNC Tax Credit  Partners,  L.P.  The  chairman  and
president  of  Associates  own  substantially  all of the  outstanding  stock of
Associates.  The  business of the  Partnership  is conducted  primarily  through
Associates, as the Partnership has no employees of its own.

Pursuant to a  registration  statement  filed with the  Securities  and Exchange
Commission,  on January 22, 1991, the Partnership commenced a public offering of
20,000 units of limited partnership interest ("Partnership Units") at a price of
$1,000 per  Partnership  Unit. As of the close of the public offering on January
21, 1993, a total of 17,726 Partnership Units representing  $17,726,000 had been
sold. Holders of Partnership Units are referred to herein as "Limited Partners".

The Partnership  shall continue in full force and effect until December 31, 2050
unless  terminated prior to that date pursuant to the Partnership  Agreement (as
defined below) or law.

Description of Business

The  Partnership's  principal  business  objective  is to  provide  its  Limited
Partners  with Low Income  Housing  Tax  Credits.  The  Partnership's  principal
business  therefore  consists of investing as a limited partner in Local Limited
Partnerships  each of which will own and  operate a Housing  Complex  which will
qualify for the Low Income Housing Tax Credits. In general,  under Section 42 of
the Internal  Revenue Code,  an owner of low income  housing can receive the Low
Income Housing Tax Credits to be used to reduce  Federal taxes  otherwise due in
each year of a ten-year  credit period.  Each Housing Complex is subject to a 15
year compliance period (the "Compliance  Period"),  and under state law may have
to be maintained as low income housing for 30 or more years.

In general,  in order to avoid  recapture  of Low Income  Housing  Credits,  the
Partnership  does not  expect  that it will  dispose of its  interests  in Local
Limited Partnerships ("Local Limited Partnership Interests") or approve the sale
by any Local Limited  Partnership of its Housing Complex prior to the end of the
applicable  Compliance  Period.  Because  of  (i)  the  nature  of  the  Housing
Complexes,  (ii) the  difficulty of predicting  the resale market for low-income
housing and (iii) the ability of  government  lenders to disapprove of transfer,
it is not  possible  at this time to  predict  whether  the  liquidation  of the
Partnership's assets and the disposition of the proceeds,  if any, in accordance
with the  Partnership's  Agreement of Limited  Partnership,  dated September 15,
1988 (the "Partnership Agreement"),  will be accomplished promptly at the end of
the  Compliance  Period.  If a Local Limited  Partnership  is unable to sell its
Housing  Complex,  it is anticipated  that the Local General Partner will either
continue to operate such Housing Complex or take such other actions as the Local
General  Partner  believes  to be in the  best  interest  of the  Local  Limited
Partnership.  Notwithstanding the preceding, circumstances beyond the control of
the  General  Partner  or the  Local  General  Partners  may  occur  during  the
Compliance   Period,   which  would  require  the  Partnership  to  approve  the
disposition of a Housing Complex prior to the end thereof, possibly resulting in
recapture of Low Income Housing Tax Credits.

The Partnership  originally invested in fifteen Local Limited Partnerships,  two
of which have been sold or otherwise  disposed of as of March 31, 2008.  Each of
these Local  Limited  Partnerships  owns or did own a Housing  Complex  that was
eligible  for the Federal Low Income  Housing Tax Credit and twelve of them were

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<PAGE>

eligible for the California Low Income Housing Tax Credit. Certain Local Limited
Partnerships may also benefit from additional government programs promoting low-
or moderate-income housing.

Exit Strategy

The  Compliance  Period for a Housing  Complex is generally  15 years  following
construction or  rehabilitation  completion.  Associates was one of the first in
the industry to offer syndicated  investments in Low Income Housing Tax Credits.
The initial programs are completing their Compliance Periods.

With that in mind,  the General  Partner is continuing its review of the Housing
Complexes,  with special  emphasis on the more mature Housing  Complexes such as
any that have satisfied the IRS compliance  requirements.  The review  considers
many factors, including extended use requirements (such as those due to mortgage
restrictions  or state  compliance  agreements),  the  condition  of the Housing
Complexes, and the tax consequences to the Limited Partners from the sale of the
Housing Complexes.

Upon  identifying  those  Housing  Complexes  with the highest  potential  for a
successful sale, refinancing or syndication,  the Partnership expects to proceed
with  efforts to  liquidate  them.  The  objective  is to  maximize  the Limited
Partners'  return  wherever   possible  and,   ultimately,   to  wind  down  the
Partnership.  Local Limited Partnership interests may be disposed of any time by
the  General  Partner  in its  discretion.  While  liquidation  of  the  Housing
Complexes continues to be evaluated,  the dissolution of the Partnership was not
imminent as of March 31, 2008.

During the year ended March 31, 2008,  the  Partnership  identified  the Housing
Complex of a Local Limited  Partnership,  Ukiah  Terrace,  a California  limited
partnership,  ("Ukiah") for disposition. Ukiah owns the Ukiah Terrace Apartments
(the  "Ukiah  Property")  located  in  Ukiah,  California.  Consistent  with the
investment  objectives  of the  Partnership,  the Ukiah  Property  qualified for
Federal Low Income  Housing Tax Credits  under the  Internal  Revenue Code for a
10-year  period.  The Low Income  Housing Tax Credit period has expired,  and no
further  Low  Income  Housing  Tax  Credits  are  being  generated  by the Ukiah
Property. The 15-year federal compliance period has also expired, so there would
be no Low Income  Housing  Tax  Credits  recapture  upon a transfer of the Ukiah
Property.

On June 7, June 14, and July 9, 2007, the Partnership filed preliminary  consent
solicitation  materials with the U.S. Securities and Exchange Commission ("SEC")
regarding the sale of the Ukiah Property.  Definitive  materials were filed with
the SEC on July 20,  2007 and  August  2,  2007,  and were  disseminated  to the
Partnerships Limited Partners on July 20, 2007 and August 2, 2007, respectively.
As of August 9, 2007,  the  Partnership  achieved  51%  approval  necessary  for
disposition. The disposition of Ukiah was closed on August 22, 2007. The Housing
Complex  sold  for  $2,600,000  plus  $120,000  of  net  current  assets  to  be
distributed.  The  General  Partner  of Ukiah  Property  was paid  approximately
$430,000,  the existing mortgage in the amount of $1,730,000 was paid,  $541,000
was distributed to the Partnership and the remaining $19,000 paid title,  escrow
and  legal  expenses  relating  to the  disposition.  On  August  22,  2007  the
Partnership   received  its  distribution  in  the  amount  of  $541,000,   with
approximately  $165,000  being  used  to fund  the  Partnership's  reserves  and
reimburse  proxy costs while the remaining  $376,000 was distributed on December
17, 2007 to the Limited Partners as outlined in the proxy.

On February 22, 2008, the Partnership  sold the Housing Complex of another Local
Limited  Partnership,  601 Main  Street  ("601").  601 owns  the  Phoenix  House
Apartments ("601 Property") located in Stockton, California. Consistent with the
investment  objectives of the Partnership,  601 qualified for Federal Low Income
Housing Tax Credits under the Internal  Revenue Code for a 10-year  period.  The
15-year  federal  compliance  period has also expired,  so there would be no Low
Income  Housing Tax Credit  recapture  upon a transfer of the 601 Property.  The
appraised  value was less than the outstanding  debt and accrued  interest which
equated to $5,259,475.  Additionally,  this property has suffered  negative cash
flow,  low DCR and low  occupancy  rates for the past several  years.  The Local
General Partner purchased the property for the debt value therefore there was no
remaining cash proceeds for the Partnership.

Subsequent  to March 31,  2008,  the  Partnership  sold its Limited  Partnership
interests  in  Northwest  Tulare  Associates  ("Northwest")  and Jacob's  Square
("Jacob").   Northwest  was  appraised  with  a  value  of  $1,480,000  and  the
outstanding mortgage debt was $1,689,582 and Jacob was appraised with a value of
$1,340,000 and had an  outstanding  mortgage  balance of $1,511,217.  In selling

                                       4
<PAGE>

these Limited Partnership  interests,  the Partnership received $20,000 for each
of the Limited  Partnership  interests in these two Local Limited  Partnerships.
The total of $40,000 is being kept in the Partnerships reserves to pay the costs
incurred related to both  dispositions  and any other operating  expenses of the
Partnership.


Item 1A.  Risk Factors

Set forth below are the principal risks the Partnership believes are material to
the Limited Partners. The Partnership and the Local Limited Partnerships operate
in a continually changing business environment and, therefore,  new risks emerge
from time to time. This section contains some forward-looking statements. For an
explanation of the qualifications and limitations on forward-looking statements,
see Item 7.

     a. Risks arising from the Internal  Revenue Code rules governing Low Income
        Housing Tax Credits

     Unless a bond is posted or a Treasury  Direct Account is  established,  Low
Income Housing Tax Credits may be recaptured if Housing  Complexes are not owned
and operated for 15 years.  Housing  Complexes must comply with Internal Revenue
Code  Section 42 for the  15-year  Compliance  Period.  Low Income  Housing  Tax
Credits will be recaptured with interest to the extent that a Housing Complex is
not rented as low  income  housing  or in some  other way does not  satisfy  the
requirements of Internal  Revenue Code Section 42 during the Compliance  Period.
For  example,  unless  a  bond  is  posted  or  a  Treasury  Direct  Account  is
established, recapture with interest would occur if:

     o    a Local  Limited  Partnership  disposed  of its  interest in a Housing
          Complex during the Compliance Period, or
     o    the   Partnership   disposed  of  its  interest  in  a  Local  Limited
          Partnership during the Compliance Period.

For these purposes, disposition includes transfer by way of foreclosure.

It will be up to the Partnership to determine  whether to post a bond.  There is
no obligation under the agreements with the Local Limited  Partnerships that the
Local Limited Partnerships must do so.

There can be no assurance that recapture will not occur.  If it does,  recapture
will be a portion of all Low Income Housing Tax Credits taken in prior years for
that Housing Complex, plus interest. During the first 11 years of the Compliance
Period,  non-compliance results in one-third of the LIHTC's up to that point for
the particular Housing Complex being recaptured, plus interest. Between years 12
and 15, the recapture is phased out ratably.

     Sales of Housing  Complexes after 15 years are subject to limitations which
may impact a Local Limited  Partnership's  ability to sell its Housing  Complex.
Each  Local  Limited  Partnership   executes  an  extended  low  income  housing
commitment with the state in which the Housing Complex is located.  The extended
low income housing  commitment states the number of years that the Local Limited
Partnership  and any  subsequent  owners  must rent the  Housing  Complex as low
income housing. Under Federal law, the commitment must be for at least 30 years.
The commitment,  actually agreed to, may be significantly  longer than 30 years.
In prioritizing  applicants for Low Income Housing Tax Credits, most states give
additional  points for commitment  periods in excess of 30 years. On any sale of
the Housing  Complex during the commitment  period,  the purchaser would have to
agree to  continue  to rent the  Housing  Complex as low income  housing for the
duration of the  commitment  period.  This  requirement  reduces  the  potential
market, and possibly the sales price, for the Housing  Complexes.  The sale of a
Housing  Complex  may be subject to other  restrictions.  For  example,  Federal
lenders or subsidizers may have the right to approve or disapprove a purchase of
a Housing Complex.  Accordingly,  there can be no assurance that a Local Limited
Partnership will be able to sell its Housing Complex.  Even if it does so, there
can be no assurance that any  significant  amount of cash will be distributed to
the Limited Partners.  As a result, a material portion of the Low Income Housing
Tax  Credits  may  represent  a return of the money  originally  invested in the
Partnership.

     b.   Risks related to investment in Local Limited  Partnerships and Housing
          Complexes

     Because the  Partnership has few  investments,  each investment will have a
great impact on the  Partnership's  results of  operations.  Any single  Housing
Complex  experiencing  poor  operating  performance,   impairment  of  value  or

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<PAGE>

recapture of Low Income Housing Tax Credits will have a significant  impact upon
the Partnership as a whole.

     The failure to pay mortgage debt could result in a forced sale of a Housing
Complex. Each Local Limited Partnership  leverages the Partnership's  investment
therein by incurring mortgage debt. A Local Limited Partnership's revenues could
be less than its debt payments and taxes and other  operating  costs. If so, the
Local  Limited  Partnership  would have to use working  capital  reserves,  seek
additional  funds, or suffer a forced sale of its Housing  Complex,  which could
include a  foreclosure.  The same results  could occur if  government  subsidies
ceased. Foreclosure would result in a loss of the Partnership's capital invested
in the Housing  Complex.  Foreclosure  could also  result in a recapture  of Low
Income Housing Tax Credits, and a loss of Low Income Housing Tax Credits for the
year  in  which   the   foreclosure   occurs.   If  the   Housing   Complex   is
highly-leveraged,  a relatively  slight  decrease in the rental  revenues  could
adversely affect the Local Limited Partnership's ability to pay its debt service
requirements.  Mortgage  debt may be  repayable in a  self-amortizing  series of
equal  installments  or with a large balloon  final  payment.  Balloon  payments
maturing  prior to the end of the  anticipated  holding  period for the  Housing
Complex create the risk of a forced sale if the debt cannot be refinanced. There
can be no assurance that additional funds will be available to any Local Limited
Partnership if needed on acceptable terms or at all.

     The Partnership  does not control the Local Limited  Partnerships  and must
rely on the Local General  Partners.  The Local  General  Partners will make all
management  decisions  for  the  Local  Limited  Partnerships  and  the  Housing
Complexes. The Partnership has very limited rights with respect to management of
the Local Limited Partnerships. The Partnership will not be able to exercise any
control  with  respect  to Local  Limited  Partnership  business  decisions  and
operations.  Consequently,  the  success of the  Partnership  will depend on the
abilities of the Local General Partners.

     Housing  Complexes  subsidized by other government  programs are subject to
additional  rules  which  may make it  difficult  to  operate  and sell  Housing
Complexes.  Some  or  all of  the  Housing  Complexes  receive  or  may  receive
government  financing or operating  subsidies in addition to Low Income  Housing
Tax Credits. The following are risks associated with some such subsidy programs:

     o    Obtaining tenants for the Housing  Complexes.  Government  regulations
          limit the  types of  people  who can rent  subsidized  housing.  These
          regulations may make it more difficult to rent the  residential  units
          in the Housing Complexes.
     o    Obtaining  rent  increases.  In many cases rents can only be increased
          with the prior approval of the subsidizing agency.
     o    Limitations  on cash  distributions.  The  amount  of cash that may be
          distributed to owners of subsidized Housing Complexes is less than the
          amount  that could be earned by the owners of  non-subsidized  Housing
          Complexes.
     o    Limitations on sale or refinancing of the Housing  Complexes.  A Local
          Limited  Partnership  may be unable to sell its Housing  Complex or to
          refinance  its  mortgage  loan  without  the  prior  approval  of  the
          subsidizer.   The   subsidizer  may  withhold  such  approval  in  the
          discretion of the  subsidizer.  Approval may be subject to conditions,
          including  the condition  that the purchaser  continues to operate the
          property as affordable  housing for terms which could be as long as 30
          years or more. In addition, any prepayment of a mortgage may result in
          the assessment of a prepayment penalty.
     o    Limitations  on transfers of interests in Local Limited  Partnerships.
          The  Partnership may be unable to sell its interest in a Local Limited
          Partnership  without  the  prior  approval  of  the  subsidizer.   The
          subsidizer  may  withhold  such  approval  in  the  discretion  of the
          subsidizer. Approval may be subject to conditions.
     o    Limitations  on removal and admission of Local General  Partners.  The
          Partnership  may be unable to remove a Local  General  Partner  from a
          Local Limited  Partnership  except for cause, such as the violation of
          the rules of the subsidizer. Regulations may prohibit the removal of a
          Local General  Partner or permit  removal only with the prior approval
          of the  subsidizer.  Regulations  may  also  require  approval  of the
          admission of a successor  Local General Partner even upon the death or
          other disability of a Local General Partner.
     o    Limitations  on subsidy  payments.  Subsidy  payments  may be fixed in
          amount and subject to annual  legislative  appropriations.  The rental
          revenues  of  a  Housing  Complex,  when  combined  with  the  maximum
          committed subsidy,  may be insufficient to meet obligations.  Congress

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<PAGE>

          or the state legislature,  as the case may be, may fail to appropriate
          or increase  the  necessary  subsidy.  In those  events,  the mortgage
          lender  could  foreclose  on the  Housing  Complex  unless  a  workout
          arrangement could be negotiated.
     o    Possible changes in applicable regulations. Legislation may be enacted
          which adversely revises provisions of outstanding mortgage loans. Such
          legislation has been enacted in the past.
     o    Limited Partners may not receive  distributions  if Housing  Complexes
          are sold. There is no assurance that Limited Partners will receive any
          cash  distributions from the sale or refinancing of a Housing Complex.
          The price at which a Housing Complex is sold may not be high enough to
          pay the mortgage and other  expenses  which must be paid at such time.
          If that happens,  a Limited  Partner's return may be derived only from
          the Low Income Housing Tax Credits and tax losses.

     Uninsured  casualties  could  result in  losses  and  recapture.  There are
casualties  which are either  uninsurable or not economically  insurable.  These
include earthquakes,  floods, wars and losses relating to hazardous materials or
environmental  matters.  If a Housing Complex experienced an uninsured casualty,
the Partnership could lose both its invested capital and anticipated  profits in
such  property.  Even if the casualty  were an insured  loss,  the Local Limited
Partnership  might be unable to rebuild  the  destroyed  property.  A portion of
prior tax credits  could be  recaptured  and future tax credits could be lost if
the Housing  Complex were not restored  within a reasonable  period of time. And
liability judgments against the Local Limited Partnership could exceed available
insurance  proceeds  or  otherwise  materially  and  adversely  affect the Local
Limited Partnership.  The cost of liability and casualty insurance has increased
in recent years.  Casualty insurance has become more difficult to obtain and may
require large deductible amounts.

     Housing Complexes without financing or operating subsidies may be unable to
pay  operating  expenses.  If a Local  Limited  Partnership  were  unable to pay
operating expenses, one result could be a forced sale of its Housing Complex. If
a forced sale occurs during the first 15 years of a Housing  Complex,  a partial
recapture of Low Income Housing Tax Credits could occur. In this regard, some of
the Local Limited Partnerships may own Housing Complexes which have no subsidies
other than Low Income Housing Tax Credits.  Those Housing  Complexes do not have
the benefit of below-market-interest-rate financing or operating subsidies which
often are  important to the  feasibility  of low income  housing.  Those Housing
Complexes  rely  solely  on rents to pay  expenses.  However,  in order  for any
Housing  Complex to be  eligible  for Low Income  Housing Tax  Credits,  it must
restrict the rent which may be charged to tenants.  Over time, the expenses of a
Housing Complex will increase.  If a Local Limited  Partnership  cannot increase
its rents, it may be unable to pay increased operating expenses.

     The Partnership's  investment  protection policies will be worthless if the
net worth of the Local  General  Partners  is not  sufficient  to satisfy  their
obligations.  There is a risk that the Local General  Partners will be unable to
perform their financial obligations to the Partnership.  The General Partner has
not established a minimum net worth  requirement for the Local General Partners.
Rather,  each Local General  Partner  demonstrates a net worth which the General
Partner believes is appropriate under the circumstances. The assets of the Local
General  Partners are likely to consist  primarily  of real estate  holdings and
similar  assets.  The fair market value of these types of assets is difficult to
estimate.  These  types of assets  cannot be readily  liquidated  to satisfy the
financial  guarantees and commitments  which the Local General  Partners make to
the Partnership.  Moreover,  other creditors may have claims on these assets. No
escrow  accounts or other  security  arrangements  will be established to ensure
performance  of a Local  General  Partner's  obligations.  The cost to enforce a
Local General Partner's obligations may be high. If a Local General Partner does
not satisfy its obligations  the  Partnership may have no remedy,  or the remedy
may be limited to removing the Local General  Partner as general  partner of the
Local Limited Partnership.

     Fluctuating  economic  conditions can reduce the value of real estate.  The
Partnership's  principal  business  objective is providing its Limited  Partners
with low  income  housing  tax  credits,  not the  generation  of gains from the
appreciation  of real  estate  held by the Local  Limited  Partnerships.  In its
financial  statements,  the  Partnership  has carried its  investments  in Local
Limited  Partnerships  at values  reflecting  the sum of the total amount of the
remaining future low income housing tax credits estimated to be allocated to the
Partnership and the estimated residual value to the Partnership of its interests
in the Local Limited Partnerships. As of the beginning of the first year covered
by this  report,  the  Partnership  had reduced the  carrying  amount to $0 with
respect to all of its investments.

     Any investment in real estate is subject to risks from fluctuating economic
conditions.  These  conditions  can  adversely  affect the  ability to realize a
profit or even to recover invested capital. Among these conditions are:

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<PAGE>

     o    the general and local job market,
     o    the availability and cost of mortgage financing,
     o    monetary inflation,
     o    tax, environmental, land use and zoning policies,
     o    the supply of and demand for similar properties,
     o    neighborhood conditions,
     o    the availability and cost of utilities and water.

     c.   Tax risks other than those relating to tax credits

In  addition  to the risks  pertaining  specifically  to Low Income  Housing Tax
Credits, there are other Federal income tax risks. Additional Federal income tax
risks  associated with the ownership of Partnership  Units and the operations of
the Partnership and the Local Limited Partnerships  include, but are not limited
to, the following:

          No  opinion of counsel  as to  certain  matters.  No legal  opinion is
          obtained regarding matters:

     o    the determination of which depends on future factual circumstances,
     o    which are peculiar to individual Limited Partners, or
     o    which are not customarily the subject of an opinion.

The more significant of these matters include:

     o    allocating purchase price among components of a property, particularly
          as between  buildings and fixtures,  the cost of which is depreciable,
          and the underlying land, the cost of which is not depreciable,
     o    characterizing  expenses and payments made to or by the Partnership or
          a Local Limited Partnership,
     o    identifying  the  portion of the costs of any  Housing  Complex  which
          qualify for historic and other tax credits,
     o    applying to any specific  Limited Partner the limitation on the use of
          tax  credits and tax  losses.  Limited  Partners  must  determine  for
          themselves  the  extent  to  which  they can use tax  credits  and tax
          losses, and
     o    the application of the alternative minimum tax to any specific Limited
          Partner,  or the  calculation  of the  alternative  minimum tax by any
          Limited  Partner.  The  alternative  minimum tax could  reduce the tax
          benefits from an investment in the Partnership.

There can be no assurance,  therefore,  that the IRS will not challenge  some of
the tax positions  adopted by the  Partnership.  The courts could sustain an IRS
challenge. An IRS challenge,  if successful,  could have a detrimental effect on
the Partnership's ability to realize its investment objectives.

     Passive activity rules will limit deduction of the Partnership's losses and
impose tax on interest  income.  The Internal Revenue Code imposes limits on the
ability of most investors to claim losses from  investments  in real estate.  An
individual may claim these so-called  passive losses only as an offset to income
from  investments  in real estate or rental  activities.  An individual  may not
claim  passive  losses as an  offset  against  other  types of  income,  such as
salaries,  wages,  dividends and interest.  These  passive  activity  rules will
restrict the ability of most Limited Partners to use losses from the Partnership
as an offset of non-passive income.

     The  Partnership  may earn interest  income on its reserves and loans.  The
passive activity rules generally will categorize  interest as portfolio  income,
and not passive income.  Passive losses cannot be used as an offset to portfolio
income.  Consequently,  a Limited  Partner  could pay tax liability on portfolio
income from the Partnership.

     At risk rules might  limit  deduction  of the  Partnership's  losses.  If a
significant portion of the financing used to purchase Housing Complexes does not
consist of  qualified  nonrecourse  financing,  the "at risk" rules will limit a
Limited Partner's ability to claim Partnership  losses to the amount the Limited
Partner invests in the Partnership.  The "at risk" rules of the Internal Revenue
Code generally limit a Limited Partner's ability to deduct Partnership losses to
the sum of:

                                       8
<PAGE>

     o    the amount of cash the Limited Partner invests in the Partnership, and
     o    the  Limited  Partner's  share of  Partnership  qualified  nonrecourse
          financing.

Qualified  nonrecourse  financing is non-convertible,  nonrecourse debt which is
borrowed  from a  government,  or  with  exceptions,  any  person  actively  and
regularly engaged in the business of lending money.

     Tax  liability  on sale of  Housing  Complex or Local  Limited  Partnership
Interest  may  exceed the cash  available  from the sale.  When a Local  Limited
Partnership  sells a Housing  Complex it will recognize gain. Such gain is equal
to the difference between:

     o    the sales  proceeds  plus the  amount of  indebtedness  secured by the
          Housing Complex, and
     o    the adjusted basis for the Housing  Complex.  The adjusted basis for a
          Housing Complex is its original cost, plus capital expenditures, minus
          depreciation.

Similarly, when the Partnership sells an interest in a Local Limited Partnership
the  Partnership  will  recognize  gain.  Such  gain is equal to the  difference
between:

     o    the  sales  proceeds  plus the  Partnership's  share of the  amount of
          indebtedness secured by the Housing Complex, and
     o    the  adjusted  basis  for the  interest.  The  adjusted  basis  for an
          interest  in a Local  Limited  Partnership  is the amount paid for the
          interest,  plus income allocations and cash  distributions,  less loss
          allocations.

Accordingly,  gain will be increased by the depreciation deductions taken during
the holding period for the Housing  Complex.  In some cases,  a Limited  Partner
could have a tax liability from a sale greater than the cash  distributed to the
Limited Partner from the sale.

     Alternative  minimum tax  liability  could reduce a Limited  Partner's  tax
benefits. If a Limited Partner pays alternative minimum tax, the Limited Partner
could suffer a reduction in benefits from an investment in the Partnership.  The
application of the alternative  minimum tax is personal to each Limited Partner.
Tax credits may not be utilized to reduce alternative minimum tax liability.

     IRS  could  audit  the  returns  of  the  Partnership,  the  Local  Limited
Partnerships  or the Limited  Partners.  The IRS can audit the  Partnership or a
Local Limited  Partnership  at the entity level with regard to issues  affecting
the  entity.  The IRS does not have to audit  each  Limited  Partner in order to
challenge a position taken by the  Partnership  or a Local Limited  Partnership.
Similarly,  only  one  judicial  proceeding  can  be  filed  to  contest  an IRS
determination.  A contest  by the  Partnership  of any IRS  determination  might
result in high legal fees.

     An audit of the  Partnership  or a Local  Limited  Partnership  also  could
result in an audit of a Limited  Partner.  An audit of a Limited  Partner's  tax
returns  could  result in  adjustments  both to items  that are  related  to the
Partnership and to unrelated  items.  The Limited Partner could then be required
to file amended tax returns and pay additional tax plus interest and penalties.

     A successful IRS challenge to tax allocations of the Partnership or a Local
Limited  Partnership  would  reduce the tax  benefits  of an  investment  in the
Partnership.  Under the Internal  Revenue  Code, a  partnership's  allocation of
income, gains, deductions, losses and tax credits must have substantial economic
effect.   Substantial  economic  effect  is  a  highly-technical   concept.  The
fundamental  principle is two-fold.  If a partner will benefit economically from
an item of  partnership  income or gain,  that item must be  allocated to him so
that he bears the correlative tax burden.  Conversely,  if a partner will suffer
economically  from an item of partnership  deduction or loss,  that item must be
allocated  to  him  so  that  he  bears  the  correlative  tax  benefit.   If  a
partnership's  allocations do not have  substantial  economic  effect,  then the
partnership's tax items are allocated in accordance with each partner's interest
in the  partnership.  The  IRS  might  challenge  the  allocations  made  by the
Partnership:

     o    between the Limited Partners and the General Partner,
     o    among the Limited Partners, or
     o    between the Partnership and a Local General Partner.

                                       9
<PAGE>

If any allocations were successfully  challenged,  a greater share of the income
or gain or a lesser share of the losses or tax credits might be allocated to the
Limited  Partners.  This  would  increase  the tax  liability  or reduce the tax
benefits to the Limited Partners.

     Tax  liabilities  could  arise in later years of the  Partnership.  After a
period  of  years  following  commencement  of  operations  by a  Local  Limited
Partnership,  the Local Limited  Partnership  may generate  profits  rather than
losses.  A Limited Partner would have tax liability on his share of such profits
unless he could offset the income with:

     o    unused passive losses from the Partnership or other investments, or
     o    current passive losses from other investments.

In such circumstances, the Limited Partner would not receive a cash distribution
from the Partnership with which to pay any tax liability.

     IRS challenge to tax treatment of expenditures could reduce losses. The IRS
may  contend  that  fees and  payments  of the  Partnership  or a Local  Limited
Partnership:

     o    should be deductible over a longer period of time or in a later year,
     o    are excessive and may not be capitalized or deducted in full,
     o    should be capitalized and not deducted, or
     o    may not be included as part of the basis for computing tax credits.

Any such contention by the IRS could adversely impact, among other things:

     o    the  eligible  basis of a Housing  Complex  used to compute Low Income
          Housing Tax Credits,
     o    the adjusted basis of a Housing Complex used to compute depreciation,
     o    the correct deduction of fees,
     o    the  amortization of organization  and offering  expenses and start-up
          expenditures.

If the IRS were  successful in any such  contention,  the anticipated Low Income
Housing  Tax  Credits and losses of the  Partnership  would be reduced,  perhaps
substantially.

     Changes  in tax law  might  reduce  the  value of Low  Income  Housing  Tax
Credits.  Although all Low Income Housing Tax Credits are allocated to a Housing
Complex at commencement of the 10-year credit period,  there can be no assurance
that  future   legislation  may  not  adversely  affect  an  investment  in  the
Partnership. For example, legislation could reduce or eliminate the value of Low
Income  Housing Tax Credits.  In this regard,  before 1986,  the  principal  tax
benefit of an investment in low income housing was tax losses.  These tax losses
generally  were  used to reduce  an  investor's  income  from all  sources  on a
dollar-for-dollar basis. Investments in low income housing were made in reliance
on the availability of such tax benefits.  However,  tax legislation  enacted in
1986 severely curtailed deduction of such losses.

     New administrative or judicial  interpretations of the law might reduce the
value of Low Income Housing Tax Credits.  Many of the provisions of the Internal
Revenue Code related to low income housing and real estate  investments have not
been interpreted by the IRS in regulations,  rulings or public announcements, or
by the courts.  In the future,  these provisions may be interpreted or clarified
by the IRS or the  courts in a manner  adverse to the  Partnership  or the Local
Limited Partnerships.  The IRS constantly reviews the Federal tax rules, and can
revise its  interpretations  of established  concepts.  Any such revisions could
reduce  or  eliminate  tax  benefits   associated  with  an  investment  in  the
Partnership.

     State income tax laws may adversely affect the Limited Partners.  A Limited
Partner  may be  required  to file  income tax returns and be subject to tax and
withholding  in each  state or local  taxing  jurisdiction  in which:  a Housing
Complex is located,  the Partnership or a Local Limited  Partnership  engages in
business  activities,  or the Limited Partner is a resident.  Corporate  Limited
Partners may be required to pay state franchise taxes.

                                       10
<PAGE>

     The tax treatment of particular  items under state or local income tax laws
may vary  materially  from the  Federal  income  tax  treatment  of such  items.
Nonetheless,  many of the Federal income tax risks associated with an investment
in the  Partnership  may also apply  under  state or local  income tax law.  The
Partnership may be required to withhold state taxes from distributions or income
allocations to Limited Partners in some instances.

     d.   Risks related to the Partnership and the Partnership Agreement

     The  Partnership may be unable to timely provide  financial  reports to the
Limited   Partners  which  would  adversely  affect  their  ability  to  monitor
Partnership operations.  Historically, the Partnership has been unable to timely
file and provide investors with all of its required  periodic  reports.  In some
instances,  the  delay has been  substantial.  Each  Local  General  Partner  is
required  to retain  independent  public  accountants  and to  report  financial
information to the Partnership in a timely manner. There cannot be any assurance
that the Local  General  Partners will satisfy  these  obligations.  If not, the
Partnership  would be unable to  provide  to the  Limited  Partners  in a timely
manner its financial statements and other reports. That would impact the Limited
Partners' ability to monitor Partnership  operations.  The Partnership's failure
to meet its filing  requirements under the Securities Exchange Act of 1934 could
reduce the  liquidity for the  Partnership  Units due to the  unavailability  of
public  information  concerning the Partnership.  The failure to file could also
result in sanctions  imposed by the SEC. Any defense  mounted by the Partnership
in the face of such  sanctions  could entail  legal and other fees,  which would
diminish cash reserves.

     Lack of liquidity of  investment.  It is unlikely that a public market will
develop for the purchase and sale of  Partnership  Units.  Accordingly,  Limited
Partners  may not be  able to sell  their  Partnership  Units  promptly  or at a
reasonable  price.  Partnership  Units  should  be  considered  as  a  long-term
investment  because  the  Partnership  is  unlikely  to sell any  Local  Limited
Partnership  Interests  for at least  15  years.  Partnership  Units  cannot  be
transferred to tax-exempt or foreign  entities,  or through a secondary  market.
The General Partner can deny  effectiveness  of a transfer if necessary to avoid
adverse  tax  consequences  from the  transfer.  The  General  Partner  does not
anticipate that any Partnership Units will be redeemed by the Partnership.

     The Limited Partners will not control the Partnership and must rely totally
on the General Partner.  The General Partner will make all management  decisions
for the Partnership.  Management  decisions include exercising powers granted to
the Partnership by a Local Limited  Partnership.  Limited Partners have no right
or power to take part in Partnership management.

Individual  Limited Partners will have no recourse if they disagree with actions
authorized  by a vote of the  majority.  The  Partnership  Agreement  grants  to
Limited Partners owning more than 50% of the Partnership Units the right to:

     o    remove the General Partner and elect a replacement general partner,
     o    amend the Partnership Agreement,
     o    terminate the Partnership.

Accordingly, a majority-in-interest of the Limited Partners could cause any such
events to occur,  even if Limited  Partners owning 49% of the Partnership  Units
opposed such action.

     Limitations  on liability of the General  Partner to the  Partnership.  The
ability of Limited  Partners to sue the General  Partner  and it  affiliates  is
subject to limitations.  The Partnership  Agreement  limits the liability of the
General Partner and it affiliates to the Limited  Partners.  The General Partner
and it  affiliates  will not be  liable  to the  Limited  Partners  for acts and
omissions:  performed  or omitted in good faith,  and  performed or omitted in a
manner which the General Partner  reasonably  believed to be within the scope of
its authority and in the best  interest of the Limited  Partners,  provided such
conduct did not constitute negligence or misconduct.

Therefore,  Limited  Partners may be less able to sue the General Partner and it
affiliates  than would be the case if such  provisions  were not included in the
Partnership Agreement.

     Payment of fees to the General  Partner  and its  affiliates  reduces  cash
available for investment in Local Limited Partnerships.  The General Partner and
it affiliates perform many services for the Partnership.  They are paid fees for

                                       11
<PAGE>

these services,  which reduce the amount of the cash available for investment in
Local Limited  Partnerships.  Accordingly,  an investor  investing directly in a
Housing  Complex would have a greater amount  available for  investment  than an
investor investing in Housing Complexes through the Partnership.

     Associates and its  affiliates are serving as the general  partners of many
other  partnerships.  Depending on their corporate area of  responsibility,  the
officers of Associates initially devote approximately 5% to 50% of their time to
the Partnership.  These individuals spend significantly less time devoted to the
Partnership after the investment of the  Partnership's  capital in Local Limited
Partnerships.

     The  interests of Limited  Partners may conflict  with the interests of the
General Partner and its  affiliates.  The General Partner and its affiliates are
committed to the  management  of more than 100 other limited  partnerships  that
have investments  similar to those of the  Partnership.  The General Partner and
its  affiliates  receive  substantial  compensation  from the  Partnership.  The
General Partner decides how the  Partnership's  investments in Housing Complexes
are managed, and when the investments will be sold. The General Partner may face
a conflict in these  circumstances  because the General  Partner's share of fees
and cash  distributions  from the  transaction  may be more or less  than  their
expected  share of fees if a Housing  Complex was not sold.  The result of these
conflicts could be that a Series may make investments  which are less desirable,
or on terms which are less favorable,  to the Series than might otherwise be the
case.  The  Partnership  has not  developed  any formal  process  for  resolving
conflicts of interest.  However,  the General  Partner is subject to a fiduciary
duty to  exercise  good  faith and  integrity  in  handling  the  affairs of the
Partnership,  and that  duty  will  govern  its  actions  in all  such  matters.
Furthermore,   the  manner  in  which  the  Partnership  can  operate  and  sell
investments  is  subject  to  substantial   restrictions   as  outlined  in  the
Partnership Agreement.

     Anticipated  future and existing cash resources of the  Partnership are not
sufficient   to  pay  existing   liabilities   of  the   Partnership.   However,
substantially all of the existing  liabilities of the Partnership are payable to
the General Partner and/or its affiliates.

     The   Partnership's   accrued  payables  consist  primarily  of  the  asset
management fees payable to the General Partner. These accrued payables increased
by  approximately $25,000,  $196,000, and $187,000 for the years ended March 31,
2008, 2007 and 2006,  respectively.  The Partnership's  future  contractual cash
obligations  consist  solely  of its  obligations  to pay  future  annual  asset
management  fees. These will equal  approximately  $196,000 per year through the
termination  of the  Partnership,  which must occur no later than  December  31,
2037.  Though the amounts  payable to the General  Partner and/or its affiliates
are  contractually  currently  payable,  the  Partnership  anticipates  that the
General  Partner  and/or its  affiliates  will not  require the payment of these
contractual obligations until capital reserves are in excess of the aggregate of
the  existing   contractual   obligations  and  anticipated  future  foreseeable
obligations of the  Partnership.  The  Partnership  would be adversely  affected
should the General  Partner and/or its affiliates  demand current payment of the
existing  contractual  obligations and or suspend services for this or any other
reason.

     Associates agreed to continue providing advances  sufficient enough to fund
the operations and working capital  requirements of the Partnership through July
31, 2010.

Item 1B.  Unresolved Staff Comments

Not Applicable

Item 2. Properties

Through its investments in Local Limited  Partnerships,  the  Partnership  holds
indirect  ownership  interests in the Housing  Complexes.  The  following  table
reflects the status of the fourteen Housing  Complexes for which the Partnership
had  ownership  during the year and as of December 31, 2007,  as of the dates or
for the periods indicated:

                                       12
<PAGE>
<TABLE>
<CAPTION>

                                              -------------------------------- ---------------------------------------------
                                                     As of March 31, 2008                  As of December 31, 2007
                                              -------------------------------- ---------------------------------------------
                                                                                                    Estimaged
                                                       Partnership's                                 Aggregate        Mortgage
                                                     Total Investment     Amount of                 Low Income      Balances of
Local Limited                     General Partner    in Local Limited     Investment     Number     Housing Tax    Local Limited
Partnership Name   Location            Name            Partnerships      Paid to Date   of Units    Credits (1)     Partnership
------------------------------------------------------------------------------------------------------------------------------------

                                                      <S>               <C>               <C>     <C>              <C>
601 Main Street    Stockton,      Daniels C. Louge
Investors (3)      California                                    -                 -       165     $ 4,080,000      $ 3,852,000

ADI Development    Delhi,         Anthony Donovan      $   699,000       $   699,000        31       1,757,000        1,153,000
Partners           California

Bayless Garden     Red Bluff,     Douglas W. Young
Apartments         California                            1,110,000         1,110,000        46       2,741,000        1,200,000
Investors

Blackberry         Lodi,          Bonita Homes
Oaks, Ltd          California     Incorporated             463,000           463,000        42       1,063,000        1,852,000

Jacob's            Exeter,        Philip R. Hammond,
Square (2)         California     Jr. and Diane M.
                                  Hammond                1,324,000         1,324,000        45       2,933,000        1,511,000

Mecca   I          Mecca,         Sam Jack, Jr. and
Apartments II      California     Sam Jack and
                                  Associates             2,200,000         2,200,000        60       5,183,000        2,447,000

Nevada Meadows     Grass Valley,  Thomas G. Larson,
                   California     William H. Larson
                                  and Raymond L.
                                  Tetzlaff                 459,000           459,000        34       1,030,000        1,895,000

Northwest          Ivanhoe,       Philip R. Hammond,
Tulare             California     Jr. and Diane M.
Associates (2)                    Hammond                1,226,000         1,226,000        54       2,950,000        1,690,000

Orland             Orland,        Richard E. Huffman
Associates         California     and Robert A. Ginno      432,000           432,000        40         972,000        1,661,000

                                                                                13
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                              -------------------------------- ---------------------------------------------
                                                     As of March 31, 2008                  As of December 31, 2007
                                              -------------------------------- ---------------------------------------------
                                                                                                    Estimated
                                                       Partnership's                                 Aggregate        Mortgage
                                                     Total Investment     Amount of                 Low Income       Balances of
Local Limited                     General Partner    in Local Limited     Investment     Number     Housing Tax    Local Limited
Partnership Name   Location            Name            Partnerships      Paid to Date   of Units    Credits (1)     Partnership
------------------------------------------------------------------------------------------------------------------------------------
                                                       <S>                <C>             <C>     <C>              <C>

Pine Gate          Ahoskie,       Regency
Limited            California     Investment
Partnership                       Associates, Inc.,
                                  Boyd Management,
                                  Inc. and Gordon L.
                                  Blackwell                272,000           272,000        56         611,000        1,396,000

Silver Birch       Huron,         Philip R. Hammond,
Associates         California     Jr. and Diane M.
                                  Hammond                  378,000           378,000        35       1,131,000        1,296,000

Twin Pines         Groveland,     Donald S. Kavanagh
Apartments         California     and John N. Brezzo     1,278,000         1,278,000        39       3,055,000        1,789,000
Associates

Woodlake Garden    Woodlake,      David J. Michael
Apartments         California     and Pamela J.
                                  Michael                  548,000           548,000        48       1,374,000        1,830,000

Yucca-Warren       Joshua Tree,   WNC & Associates,
Vista Associates   California     Inc.                     520,000           520,000        50       1,251,000        2,098,000
                                                        -----------       ----------       ---     -----------      -----------

                                                       $10,909,000       $10,909,000       745     $30,131,000      $25,670,000
                                                       ===========       ===========       ===     ===========      ===========

(1)  Represents  aggregate  anticipated  Low Income  Housing  Tax  Credits to be
     received  over the 10 year Low  Income  Housing  Tax  Credit  period if the
     Housing  complexes are retained and rented in  compliance  with LIHTC rules
     for the 15-year Compliance Period. Substantially all of the anticipated Low
     Income  Housing  Tax  Credits  have been  received  from the Local  Limited
     Partnerships.   Accordingly,   the   Partnership   does  not  anticipate  a
     significant amount of Low Income Housing Tax Credits being allocated to the
     Limited partners in the future.

(2)  Identified for disposition and sold subsequent to March 31, 2008.

(3)  The Local Limited Partnership was sold on February 22, 2008.

                                                                                14
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                             ---------------------------------------------------------------
                                                          For the year ended December 31, 2007
                                             ---------------------------------------------------------------
                                                                                                Low Income
                                                                                                Housing Tax
                                                                                                  Credits
               Local Limited                                                                    Allocated to
              Partnership Name                   Rental Income                  Net Loss        Partnership
      ------------------------------------------------------------------------------------------------------
                                              <S>                     <C>                          <C>

      601 Main Street Investors (3)            $          459,000      $         (344,000)          99%

      ADI Development Partners                            189,000                 (33,000)          90%

      Bayless Garden Apartments Investors                 185,000                (106,000)          99%

      Blackberry Oaks, Ltd                                288,000                  (8,000)          99%

      Jacob's Square (2)                                  256,000                 (88,000)          99%

      Mecca Apartments II                                 242,000                (289,000)          99%

      Nevada Meadows                                      230,000                 (26,000)          99%

      Northwest Tulare Associates (2)                     269,000                (119,000)          99%

      Orland Associates                                   271,000                  (8,000)          99%

      Pine Gate Limited Partnership                       243,000                 (35,000)          99%

      Silver Birch Associates                             177,000                 (72,000)          99%

      Twin Pines Apartments Associates                    194,000                (190,000)          99%

      Woodlake Garden Apartments                          334,000                 (14,000)          95%

      Yucca-Warren Vista Associates, Ltd                  262,000                 (88,000)          99%
                                              -------------------      ------------------
                                                       $3,599,000      $       (1,420,000)
                                              ===================      ==================

                                       15
</TABLE>

(2) Identified for disposition and sold subsequent to March 31, 2008.

(3) The Local Limited Partnership was sold on February 22, 2008.

<PAGE>

WNC California Housing Tax Credits II, L.P.
March 31, 2008
<TABLE>
<CAPTION>

                                                                      Occupancy Rates
                                                       -------------------------------------------------
                                                                     As of December 31,
                                                       -------------------------------------------------
Local Limited                     General Partner
Partnership Name   Location            Name              2007     2006     2005     2004     2003
--------------------------------------------------------------------------------------------------------
                                                        <S>      <C>       <C>     <C>       <C>

601 Main Street    Stockton,      Daniels C. Louge
Investors          California                             83%      94%      88%      96%       88%

ADI Development    Delhi,         Anthony Donovan        100%      94%     100%      97%      100%
Partners           California


Bayless Garden     Red Bluff,     Douglas W. Young
Apartments         California                             91%     100%      98%      98%       98%
Investors

Blackberry         Lodi,          Bonita Homes           100%     100%     100%     100%      100%
Oaks, Ltd          California     Incorporated

Jacob's Square     Exeter,        Philip R. Hammond,
                   California     Jr. and Diane M.
                                  Hammond                 96%     100%      98%      93%       93%

Mecca              Mecca,         Sam Jack, Jr. and
Apartments II      California     Sam Jack and
                                  Associates              93%      67%      90%      97%       90%

Nevada Meadows     Grass Valley,  Thomas G. Larson,
                   California     William H. Larson
                                  and Raymond L.
                                  Tetzlaff               100%     100%     100%      94%      100%

Northwest          Ivanhoe,       Philip R. Hammond,
Tulare             California     Jr. and Diane M.
Associates                        Hammond                 93%      89%      94%     100%       83%

Orland             Orland,        Richard E. Huffman
Associates         California     and Robert A. Ginno    100%     100%      98%      95%      100%

                                       16
</TABLE>

<PAGE>

WNC California Housing Tax Credits II, L.P.
March 31, 2008
<TABLE>
<CAPTION>
                                                                      Occupancy Rates
                                                       -------------------------------------------------
                                                                     As of December 31,
                                                       -------------------------------------------------
Local Limited                     General Partner
Partnership Name   Location            Name              2007     2006     2005     2004     2003
--------------------------------------------------------------------------------------------------------
                                                        <S>      <C>      <C>      <C>      <C>

Pine Gate          Ahoskie,       Regency Investment
Limited            California     Associates, Inc.,
Partnership                       Boyd Management,
                                  Inc. and Gordon L.
                                  Blackwell              100%     100%     100%      98%     100%

Silver Birch       Huron,         Philip R. Hammond,
Associates         California     Jr. and Diane M.
                                  Hammond                 97%     100%      94%      94%      97%

Twin Pines         Groveland,     Donald S. Kavanagh
Apartments         California     and John N. Brezzo     100%      95%     100%      97%      95%
Associates

Ukiah Terrace      Ukiah,         Thomas G. Larson,
                   California     William H. Larson
                                  and Raymond L.
                                  Tetzlaff (1)           100%     100%     100%     100%     100%

Woodlake Garden    Woodlake,      David J. Michael
Apartments         California     and Pamela J.
                                  Michael                100%      94%      88%      88%     100%

Yucca-Warren       Joshua Tree,   WNC & Associates,
Vista              California     Inc.                    92%      94%      98%      98%     100%
Associates                                               ----     ----     ----     ----     ----

                                                          96%      94%      96%      96%      96%
                                                         ====     ====     ====     ====     ====

(1)  - The Partnership sold its interest in the Local Limited  Partnership prior
     to December 31, 2007.

                                       17
</TABLE>

<PAGE>

Item 3.  Legal Proceedings

NONE

Item 4.  Submission of Matters to a Vote of Security Holders

NONE

PART II.

Item 5. Market for Registrant's  Common Equity,  Related Stockholder Matters and
Issuer Purchases of Equity Securities

Item 5a.

(a)  The  Partnership  Units are not traded on a public  exchange  but were sold
     through a public  offering.  It is not  anticipated  that any public market
     will develop for the purchase  and sale of any  Partnership  Units and none
     exists.  Partnership Units can be assigned or otherwise transferred only if
     certain requirements in the Partnership Agreement are satisfied.

(b)  At March 31,  2008,  there were 1,224  Limited  Partners and 0 assignees of
     Partnership Units who were not admitted as Limited Partners.

(c)  The Partnership was not designed to provide cash  distributions  to Limited
     Partners in  circumstances  other than  refinancing  or  disposition of its
     investments in Local Limited Partnerships.  Any such distributions would be
     made in accordance with the terms of the Partnership Agreement.  During the
     years  ended  March  31,  2008,  2007 and 2006 the  Partnership  made  cash
     distributions to the Limited Partners of $376,126, $0 and $0, respectively,
     which equated to $21.22, $0 and $0, per Partnership Unit, respectively.

(d)  No securities are authorized for issuance by the  Partnership  under equity
     compensation plans.

(e)  The Partnership does not issue common stock.

(f)  No unregistered  securities  were sold by the  Partnership  during the year
     ended March 31, 2008.

Item 5b. Use of Proceeds

NOT APPLICABLE

Item 5c. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

NONE

                                       18
<PAGE>

Item 6.  Selected Financial Data

Selected balance sheet information for the Partnership is as follows:
<TABLE>
<CAPTION>

                                                      For the Years Ending March 31,
                                 -------------------------------------------------------------------------

                                      2008             2007             2006             2005             2004
                                 ---------------   --------------   --------------   -------------   ---------------
                                <S>               <C>              <C>              <C>              <C>

ASSETS
Cash                             $       52,219    $      80,667    $     106,445    $    183,262     $     206,876
Due from Local Limited
  Partnership                                 -                -                -               -             3,646
Investments in Local Limited
  Limited Partnerships, net                   -                -                -          86,215         1,546,722
                                 ---------------   --------------   --------------   -------------   ---------------

    Total Assets                 $       52,219    $      80,667    $     106,445    $    269,477  $      1,757,244
                                 ===============   ==============   ==============   =============   ===============

LIABILITIES
Accrued fees and expenses
  due to General Partner and
  affiliates                     $    2,655,974    $   2,572,708    $   2,384,670    $  2,197,622    $    1,997,095
PARTNERS' DEFICIT                    (2,603,755)      (2,492,041)      (2,278,225)     (1,928,145)         (239,851)
                                 ---------------   --------------   --------------   -------------   ---------------

    Total Liabilities and
    Partners' Deficit            $       52,219    $      80,667    $     106,445    $    269,477    $    1,757,244
                                 ===============   ==============   ==============   =============   ===============
</TABLE>

                                                           19
<PAGE>
<TABLE>
<CAPTION>

Selected results of operations, cash flows and other information for the Partnership are as follows:

                                                                For the Years Ended
                                                                     March 31,
                                ------------------------------------------------------------------------------------
                               <S>               <C>               <C>              <C>               <C>

                                     2008              2007              2006             2005              2004
                                --------------    -------------     -------------    --------------    -------------
Loss  from operations
(Note 1)                        $    (276,458)    $   (214,243)     $   (264,592)    $  (1,302,773)    $    (992,987)
Equity in losses of Local
  Limited Partnerships                      -                -           (86,213)         (386,175)         (330,980)
Gain on sale of Local
  Limited Partnership                 540,703                -                 -                 -                 -
Interest income                           167              427               725               654             1,950
                                --------------    -------------     -------------    --------------    --------------

Net income (loss)               $     264,412     $   (213,816)     $   (350,080)    $  (1,688,294)    $  (1,322,017)
                                ==============    =============     =============    ==============    ==============

Net income (loss) allocated
allocated to:

   General Partner              $       2,644     $     (2,138)     $     (3,501)    $     (16,882)    $     (13,220)
                                ==============    =============     =============    ==============    ==============

   Limited Partners             $     261,768     $   (211,678)     $   (346,579)    $  (1,671,412)    $  (1,308,757)
                                =============     =============    ==============    ==============    ==============

Net income (loss) per
  Partnership Unit              $       14.77           (11.95)     $     (19.55)    $      (94.29)    $      (73.83)
                                ==============    =============     =============    ==============    ==============
Outstanding weighted
  Partnership Units                    17,726           17,726            17,726            17,726            17,726
                                ==============    =============     =============    ==============    ==============

Note 1-Loss from operations for the years ended March 31, 2008, 2007, 2006, 2005 and 2004 includes a charge for
impairment losses on investment in Local Limited Partnerships of $0, $0, $0, $1,054,476 and $744,836, respectively.
</TABLE>

                                                           20
<PAGE>

<TABLE>
<CAPTION>

                                                      For the Years Ended March 31,
                                 --------------------------------------------------------------------------

                                      2008            2007            2006           2005           2004
                                 --------------   ------------    -----------    -----------    -----------
                                <S>              <C>             <C>            <C>            <C>

Net cash provided by
 (used in):

   Operating activities          $    (193,025)   $   (25,778)    $  (76,817)    $  (26,714)    $  (18,466)
   Investing activities                540,703              -              -          3,100          5,303
   Financing activities               (376,126)             -              -              -              -
                                 --------------   ------------    -----------    -----------    -----------
Net change in cash                     (28,448)       (25,778)       (76,817)       (23,614)       (13,163)

Cash, beginning of period               80,667        106,445        183,262        206,876        220,039
                                 --------------   ------------    -----------    -----------    -----------

Cash, end of period              $      52,219    $    80,667     $  106,445    $   183,262     $  206,876
                                 ==============   ============    ===========    ===========    ===========

Low Income Housing Tax Credits per Partnership Unit were as follows for the years ended December 31:

                                      2007            2006            2005           2004           2003
                                 ------------     ------------    -----------    -----------    -----------

Federal                          $         1      $        12     $       10     $       33     $       36

State                                      -                -              -              -              -
                                 ------------     ------------    -----------    -----------    -----------

Total                            $         1    $          12     $       10     $      33      $       36
                                 ============   =============     ===========    ===========    ===========
</TABLE>

                                                           21
<PAGE>


Item 7. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

Forward Looking Statements

With the exception of the  discussion  regarding  historical  information,  this
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations"  and other  discussions  elsewhere in this Form 10-K contain forward
looking statements. Such statements are based on current expectations subject to
uncertainties  and other  factors which may involve known and unknown risks that
could  cause  actual  results  of  operations  to differ  materially  from those
projected or implied. Further, certain forward-looking statements are based upon
assumptions about future events which may not prove to be accurate.

Risks and uncertainties  inherent in forward looking statements include, but are
not  limited  to, the  Partnership's  future  cash  flows and  ability to obtain
sufficient financing, level of operating expenses,  conditions in the Low Income
Housing Tax Credits property market and the economy in general, as well as legal
proceedings.  Historical results are not necessarily indicative of the operating
results for any future period.

Subsequent  written and oral  forward  looking  statements  attributable  to the
Partnership  or persons  acting on its behalf are  expressly  qualified in their
entirety by  cautionary  statements in this Form 10-K and in other reports filed
with the Securities and Exchange Commission.  The following discussion should be
read in conjunction with the Financial Statements and the Notes thereto included
elsewhere in this filing.

Critical Accounting Policies and Certain Risks and Uncertainties

The   Partnership   believes  that  the  following   discussion   addresses  the
Partnership's most significant accounting policies,  which are the most critical
to  aid  in  fully  understanding  and  evaluating  the  Partnership's  reported
financial results, and certain of the Partnership's risks and uncertainties.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted  in the  country-regionStateplaceUnited  States  of  America
requires  management to make estimates and assumptions  that affect the reported
amounts  of assets and  liabilities  and  disclosure  of  contingent  assets and
liabilities at the date of the financial statements, and the reported amounts of
revenues  and  expenses  during  the  reporting  period.  Actual  results  could
materially differ from those estimates.

Method of Accounting for Investments in Local Limited Partnerships

The Partnership accounts for its investments in Local Limited Partnerships using
the equity method of accounting,  whereby the Partnership adjusts its investment
balance for its share of the Local Limited  Partnerships'  results of operations
and for any  contributions  made and  distributions  received.  The  Partnership
reviews the  carrying  amount of an  individual  investment  in a Local  Limited
Partnership for possible  impairment whenever events or changes in circumstances
indicate that the carrying  amount of such  investment  may not be  recoverable.
Recoverability  of such investment is measured by the estimated value derived by
management,  generally  consisting  of the product of the  remaining  future Low
Income Housing Tax Credits  estimated to be allocable to the Partnership and the
estimated  residual value to the Partnership.  If an investment is considered to
be impaired, the Partnership reduces the carrying value of its investment in any
such Local Limited  Partnership.  The  accounting  policies of the Local Limited
Partnerships,  generally,  are  expected  to be  consistent  with  those  of the
Partnership.  Costs incurred by the Partnership in acquiring the investments are
capitalized  as part of the investment  account and are being  amortized over 30
years. (See Notes 2 and 3 to the financial statements)

"Equity in losses of Local  Limited  Partnerships"  for each year ended March 31
has been recorded by the  Partnership  based on nine months of reported  results
provided by the Local Limited  Partnerships  for each year ended December 31 and
on  three  months  of  results  estimated  by  management  of  the  Partnership.
Management's  estimate  for the  three-month  period is based on  either  actual
unaudited  results  reported by the Local  Limited  Partnerships  or  historical
trends in the operations of the Local Limited Partnerships. In subsequent annual
financial  statements,  upon receiving the actual annual results reported by the
Local Limited  Partnerships,  management reverses its prior estimate and records
the actual results reported by the Local Limited Partnerships.  Equity in losses
from  the  Local  Limited  Partnerships  allocated  to  the  Partnership  is not
recognized to the extent that the  investment  balance  would be adjusted  below

                                       22
<PAGE>

zero.  As soon as the  investment  balance  reaches  zero,  the related costs of
acquiring the investment are impaired.

Distributions  received from the Local Limited Partnerships are accounted for as
a  reduction  of  the  investment  balance.  Distributions  received  after  the
investment has reached zero are recognized as distribution  income. If the Local
Limited  Partnerships  report net income in future years,  the Partnership  will
resume applying the equity method only after its share of such net income equals
the share of net losses not  recognized  during the  period(s) the equity method
was suspended.

The  Partnership  does not  consolidate the accounts and activities of the Local
Limited  Partnerships  which are  Variable  Interest  Entities  under  Financial
Accounting  Standards Board  Interpretation  No.  46-Revised,  "Consolidation of
Variable  Interest  Entities",  because the  Partnership  is not  considered the
primary beneficiary.  The Partnership's  balance in Investments in Local Limited
Partnerships  represents  the maximum  exposure to loss in connection  with such
investments.   The   Partnership's   exposure  to  loss  on  the  Local  Limited
Partnerships  is mitigated by the  condition and  financial  performance  of the
underlying  Housing  Complexes  as well as the  strength  of the  Local  General
Partners.

Income Taxes

No provision for income taxes has been  recorded in the financial  statements as
any  liabilities  and/or  benefits from income taxes flow to the partners of the
Partnership and are their obligations and/or benefits.  For income tax purposes,
the Partnership reports on a calendar year basis.

In  June  2006,  the  Financial   Accounting  Standards  Board  ("FASB")  issued
Interpretation  No. 48 "Accounting for Uncertainty in Income Taxes" (FIN 48), an
interpretation  of FASB  Statement  No. 109.  FIN 48 provides  guidance  for how
uncertain tax positions should be recognized,  measured, presented and disclosed
in the  financial  statements.  FIN 48 requires the  evaluation of tax positions
taken or expected to be taken in the course of preparing the  Partnership's  tax
returns to determine whether the tax positions are more-likely-than-not of being
sustained  upon  examination  by the  applicable  tax  authority,  based  on the
technical merits of the tax position,  and then recognizing the tax benefit that
is  more-likely-than-not  to be realized.  Tax  positions not deemed to meet the
more-likely-than-not threshold would be recorded as a tax expense in the current
reporting period. As required, the Partnership adopted FIN 48 effective April 1,
2007 and concluded that the effect is not material to its financial  statements.
Accordingly,  no cumulative effect adjustment  related to the adoption of FIN 48
was recorded.

Impact of New Accounting Pronouncements
---------------------------------------

In  September  2006,  the FASB  issued  SFAS No.  157 ("SFAS  157"),  Fair Value
Measurements,  which provides  enhanced guidance for using fair value to measure
assets and liabilities.  SFAS 157 also requires  expanded  information about the
extent to which the  Partnership  measures assets and liabilities at fair value,
the  information  used to  measure  fair  value,  and the  effect of fair  value
measurements on earnings.  The standard applies whenever other standards require
(or permit)  assets or  liabilities  to be measured at fair value.  The standard
does not  expand the use of fair value in any new  circumstances.  In 2008,  the
FASB issued FASB Staff Position 157-2 ("FAS FSP 157-2"),  Effective Date of FASB
Statement No. 157, which delays the effective date of SFAS 157 for  nonfinancial
assets and  nonfinancial  liabilities,  except for items that are  recognized or
disclosed at fair value in the  financial  statements  on a recurring  basis (at
least annually),  to fiscal years beginning after November 15, 2008, and interim
periods within those fiscal years. The Partnership does not anticipate either of
these pronouncements will have a material impact on the Partnership's  financial
statements.

In February  2007,  the FASB issued  SFAS No. 159 ("SFAS  159"),  The Fair Value
Option for Financial  Assets and Financial  Liabilities - Including an amendment
of FASB  Statement No. 115.  SFAS 159 permits the choice of measuring  financial
instruments  and certain  other items at fair value.  SFAS 159 is effective  for
financial  statements issued for fiscal years beginning after November 15, 2007.
The Partnership does not anticipate that this pronouncement will have a material
impact on the Partnership's financial statements.

In December 2007, the FASB issued  Statement of Financial  Accounting  Standards
("SFAS")  No.  141(R)  ("SFAS  141R"),  which  amends SFAS No. 141, and provides
revised guidance for recognizing and measuring  identifiable assets and goodwill
acquired,  liabilities assumed, and any noncontrolling interest in the acquiree.
SFAS 141R is effective for fiscal years beginning after December 15, 2008 and is
to be applied  prospectively.  SFAS 141R also requires changes to the accounting
for transaction  costs,  certain  contingent  assets and liabilities,  and other
balances in a business combination.  In addition, in partial acquisitions,  when
control is obtained,  the  acquiring  company must measure and record all of the

                                       23
<PAGE>

target's assets and  liabilities,  including  goodwill,  at fair value as if the
entire  target  company  had  been   acquired.   It  also  provides   disclosure
requirements to enable users of the financial  statements to evaluate the nature
and financial effects of the business combination.  The Partnership is currently
evaluating  the impacts and  disclosures  of this  pronouncement,  but would not
expect  SFAS  141R to have a  material  impact  on the  Partnership's  financial
statements.

On December 4, 2007,  the FASB issued SFAS No. 160 ("SFAS 160"),  Noncontrolling
Interests in Consolidated Financial Statements, an amendment of ARB No. 51. SFAS
160 replaces the concept of minority interest with  noncontrolling  interests in
subsidiaries.  Noncontrolling  interests  will now be reported as a component of
equity  in  the   consolidated   statement  of  financial   position.   Earnings
attributable to noncontrolling interests will continue to be reported as part of
consolidated  earnings;  however,  SFAS 160 requires that income attributable to
both  controlling and  noncontrolling  interests be presented  separately on the
face of the consolidated income statement.  In addition,  SFAS 160 provides that
when losses  attributable to noncontrolling  interests exceed the noncontrolling
interest's  basis,  losses  continue  to be  attributed  to  the  noncontrolling
interest as opposed to being  absorbed  by the  consolidating  entity.  SFAS 160
required  retroactive  adoption of the presentation and disclosure  requirements
for existing  minority  interests.  All other  requirements of SFAS 160 shall be
applied  prospectively.  SAS 160 is  effective  for the first  annual  reporting
period  beginning on or after December 15, 2008. The Partnership does not expect
SFAS 160 to have a material impact on the Partnership's financial statements.

In  November  2008 the FASB  ratified  EITF No 08-6,  Equity  Method  Investment
Accounting Considerations, which clarifies the accounting for how to account for
certain  transactions  and  impairment  considerations  involving  equity method
investments. This Issue shall be effective in fiscal years beginning on or after
December 15, 2008,  and interim  periods  within those fiscal years.  This Issue
shall be  applied  prospectively.  Earlier  application  by an  entity  that has
previously  adopted  an  alternative  accounting  policy is not  permitted.  The
transition  disclosures  in  paragraphs  17 and 18 of  Statement  154  shall  be
provided,  if applicable.  The Partnership does not expect this pronouncement to
have a material impact on the Partnership's financial statements.

In  December  2008,  the FASB  issue  FASB  Staff  Position  No.  FAS  140-4 and
FIN46(R)-8  (the "FSP"),  Disclosures  by Public  Entities  (Enterprises)  about
Transfers of Financial Assets and Interests in Variable  Interest  Entities.  It
amends SFAS 140 to require  public  entities to provide  additional  disclosures
about transferors'  continuing  involvements with transferred  financial assets.
The FSP is  effective  for public  companies  in their  first  reporting  period
(interim  or annual)  that ends after  December  15,  2008.  The FSP also amends
FIN46R to require public  enterprises,  including  sponsors that have a variable
interest in a variable interest entity, to provide additional  disclosures about
their  involvement  with  variable  interest  entities.  The FSP  also  requires
disclosures  by a  public  enterprise  that  is (a) a  sponsor  of a  qualifying
special-purpose  entity (SPE) that holds a variable  interest in the  qualifying
SPE but was not the transferor of financial assets to the qualifying SPE and (b)
a servicer of a qualifying SPE that holds a significant variable interest in the
qualifying SPE but was not the transferor of financial  assets to the qualifying
SPE. The  Partnership  does not expect the FSP to have a material  impact on the
Partnership's financial statements.

Certain Risks and Uncertainties

See Item 1A for a discussion of risks regarding the Partnership.

Substantially  all of the Low Income Housing Credits  anticipated to be realized
from the Local Limited Partnerships have been realized. The Partnership does not
anticipate  being  allocated  a  significant  amount of Low Income  Housing  Tax
Credits  from the Local  Limited  Partnerships  in the  future.  Until the Local
Limited  Partnerships  have  completed the 15 year Low Income Housing Tax Credit
compliance  period  risks  exist for  potential  recapture  of prior Low  Income
Housing Tax Credits.

To date, certain Local Limited Partnerships have incurred significant  operating
losses and have working capital  deficiencies.  In the event these Local Limited
Partnerships continue to incur significant operating losses,  additional capital
contributions  by the  Partnership  and/or  the Local  General  Partners  may be
required  to sustain  the  operations  of such Local  Limited  Partnerships.  If
additional  capital  contributions  are not made  when  they are  required,  the
Partnership's  investment in certain of such Local Limited Partnerships could be
lost,  and the loss and recapture of the related Low Income  Housing Tax Credits
could occur.

Anticipated  future and  existing  cash  resources  of the  Partnership  are not
sufficient   to  pay  existing   liabilities   of  the   Partnership.   However,
substantially all of the existing  liabilities of the Partnership are payable to
the General  Partner and/or its  affiliates.  Though the amounts  payable to the

                                       24
<PAGE>

General Partner and/or its affiliates are contractually  currently payable,  the
Partnership  anticipates that the General Partner and/or its affiliates will not
require the payment of these contractual  obligations until capital reserves are
in excess of the aggregate of then  existing  contractual  obligations  and then
anticipated future foreseeable  obligations of the Partnership.  The Partnership
would be adversely  affected  should the General  Partner  and/or its affiliates
demand current  payment of the existing  contractual  obligations and or suspend
services for this or any other reason.

Financial Condition

The  Partnership's  assets at March  31,  2008  consisted  of  $52,000  in cash.
Liabilities  at  March  31,  2008  consisted  of  $2,594,000  of  accrued  asset
management  fees and  $62,000 in  advances  due to the  General  Partners.  (See
"Future Contractual Cash Obligations' below).

Results of Operations

Year  Ended  March  31,  2008   Compared  to  Year  Ended  March  31,  2007  The
Partnership's  net  income  for the year  ended  March  31,  2008 was  $264,000,
reflecting an increase of $478,000  from the net loss of $(214,000)  experienced
for the year ended March 31, 2007.  The increase in net income is primarily  due
to the $541,000  gain on sale of a Local  Limited  Partnership  recorded for the
year ended March 31, 2008  compared to no gain for the year ended March 31, 2007
since there were no Local Limited Partnerships sold in the prior year. The gains
recorded by the Partnership can vary depending on the sales prices and values of
the Housing Complexes that are being sold. The asset management fee decreased by
$6,000.  The  decrease  is due to the fact that  during the year ended March 31,
2008 one Local  Limited  Partnership  was sold,  and therefore the annual amount
earned decreased.  Legal and accounting expenses also increased by $(45,000) due
to the  timing of the  accounting  work being  performed.  During the year ended
March 31,  2008  there was an  advance  for  $(17,000)  made to a Local  Limited
Partnership  which was also reserved in full as of March 31, 2008 compared to no
advances  made during the year ended March 31, 2007.  The net  difference of the
reserves was the reason that bad debt increased by $(17,000). The reporting fees
decreased by $(3,000) and the  distribution  income decreased by $(2,000) due to
the fact that Local Limited  Partnerships pay the reporting fee and distribution
income to the Partnership  when the Local Limited  Partnership's  cash flow will
allow for the payment.

Year  Ended  March  31,  2007   Compared  to  Year  Ended  March  31,  2006  The
Partnership's  net  loss for the  year  ended  March  31,  2007 was  $(214,000),
reflecting a decrease of $136,000  from the net loss of  $(350,000)  experienced
for the year ended March 31, 2006.  The decrease in net loss is largely due to a
decrease of equity in losses of Local Limited  Partnerships from $86,000 for the
year ended March 31, 2006 to $0 for the year ended March 31, 2007.  The decrease
in equity in losses of Local Limited  Partnerships is due to the Partnership not
recognizing losses of certain Local Limited  Partnerships since the Partnerships
investment  in such  Local  Limited  Partnership  had  reached  zero.  Since the
Partnership's  liability with respect to its  investments is limited,  losses in
excess of  investments  are not  recognized.  This  decrease  was  offset by the
reduction of the  respective  net  acquisition  fee component of  investments in
Local Limited  Partnerships to zero for those Local Limited  Partnerships  which
would  otherwise be below a zero  balance.  Along with the decrease of equity in
losses  of  Local  Limited  Partnerships,  there  was a  decrease  in loss  from
operations  of $50,000 to  $(214,000)  for the year  ended  March 31,  2007 from
$(264,000)  for the year  ended  March  31,  2006.  The  decrease  in loss  from
operations  was  primarily  caused by a  decrease  of $33,000  in  write-off  of
advances to Local  Limited  Partnerships  and a decrease of 11,000 in accounting
expenses,  along with an increase of $4,000 in reporting fees and an increase of
$2,000 in distribution  income,  which is due to the fact that the Local Limited
Partnerships pay these fees from available cash flow.

Liquidity and Capital Resources

Year Ended March 31, 2008 Compared to Year Ended March 31, 2007 The net decrease
in cash  during the year ended  March 31,  2008 was  $(28,000)  compared  to net
decrease  in cash  for the year  ended  March  31,  2007 of  $(26,000).  The net
increase in cash used of $(2,000)  is due to the  increase in proceeds  from the
sale of  investments  in Local  Limited  Partnerships  of  $541,000,  which,  as
explained  above,  can  vary  depending  on  the  value  of  the  Local  Limited
Partnership  being sold.  The  proceeds  received  were  offset by a  $(376,000)
increase  in  distributions  to  Limited  Partners.  The cash used in  operating
activities  increased by  $(167,000)  largely due to a general  increase in loss
from  operations  of  $(62,000)  and a  $(104,000)  payment of accrued  fees and
expenses  due to General  Partner  and  affiliates.  Net income  also  increased
$478,000.

Year Ended  March 31,  2007  Compared  to Year Ended March 31, 2006 The net cash
used during the year ended March 31,  2007 was  $(26,000),  compared to net cash
used for the year ended  March 31,  2006 of  $(77,000).  The change was due to a
$51,000 decrease in cash used in operating activities. The decrease in cash used

                                       25
<PAGE>

in  operating  activities  was  primarily  caused by a  decrease  of  $33,000 in
write-off of advances to Local Limited  Partnerships and a decrease of 11,000 in
legal and  accounting  fees,  along with an increase of $4,000 in reporting  fee
income and an increase of $2,000 in distribution income. In addition,  there was
an increase of $1,000 in the change in accrued  fees and expenses due to general
partner and affiliates in the year ended March 31, 2007. Additionally, there was
a decrease in equity in losses of Local Limited Partnerships of $86,000 from the
year ended March 31, 2006 to the year ended March 31, 2007.

The report of the independent  certified public  accountants with respect to the
financial  statements of one Local Limited  Partnership,  Twin Pines Apartments,
expressed  substantial  doubt as to the Local Limited  Partnerships'  ability to
continue as a going concern. The Partnership had no remaining investment in such
Local Limited Partnership at March 31, 2008 and 2007. The Partnership's original
investment in the Local Limited  Partnership  approximated  $1,278,000.  Through
December 31, 2007, the Local Limited  Partnership  has had recurring  losses and
working  capital  deficiencies.  In the event the Local Limited  Partnership  is
required to liquidate  or sell its Housing  Complex,  the net proceeds  could be
significantly less than the carrying value of the respective  property's assets.
As of  December  31,  2007 and 2006,  the assets on the books and records of the
Local Limited  Partnership  totaled  $1,617,000  and  $1,713,000,  respectively.
Further at December 31, 2007 and 2006,  the  liabilities on the books and record
of  the  Local  Limited   Partnership   totaled   $3,087,000   and   $2,993,000,
respectively. Consistent with the investment objectives of the Partnership, this
Local Limited  Partnership  qualified for Federal Low Income Housing Tax Credits
under the  Internal  Revenue  Code for a 10-year  period.  The  15-year  federal
compliance period has also expired,  so there would be no Low Income Housing Tax
Credit recapture upon a loss of this Local Limited Partnership.

Accrued  payables,  which consist primarily of related party management fees due
to the  General  Partner,  increased  by  approximately  $83,000,  $188,000  and
$187,000 for the years ended March 31, 2008,  2007 and 2006,  respectively.  The
General  Partner does not anticipate  that these accrued fees will be paid until
such time as  capital  reserves  are in excess  of  future  foreseeable  working
capital requirements of the Partnership.

The  Partnership   currently  has  insufficient  working  capital  to  fund  its
operations.  Associates  has agreed to continue  providing  advances  sufficient
enough  to  fund  the  operations  and  working  capital   requirements  of  the
Partnership through July 31, 2010.

Future Contractual Cash Obligations

The  following  table  summarizes  the  Partnership's  future  contractual  cash
obligations as of March 31, 2008:
<TABLE>
<CAPTION>

                                     2009          2010         2011          2012          2013       Thereafter      Total

                                 -----------   -----------   ----------   -----------   -----------   ------------   -----------
                                <S>           <C>           <C>          <C>           <C>           <C>            <C>

Asset management fees (1)        $ 2,736,272   $  142,228    $  142,228   $   142,228   $   142,228   $  5,262,436   $ 8,567,620
                                 -----------   ----------    ----------   -----------   -----------   ------------   -----------
Total contractual cash
   obligations                   $ 2,736,272   $  142,228    $  142,228   $   142,228   $   142,228   $  5,262,436   $ 8,567,620
                                 ===========   ==========    ==========   ===========   ===========   ============   ===========
</TABLE>

(1)  Asset  Management  Fees  are  payable  annually  until  termination  of the
     Partnership, which is to occur no later than 2050. The estimate of the fees
     payable included herein assumes the retention of the Partnership's interest
     in all Housing Complexes until 2050.  Amounts due to the General Partner as
     of March 31,  2008 have  been  included  in the 2009  column.  The  General
     Partner does not anticipate that these fees will be paid until such time as
     capital reserves are in excess of the aggregate of the existing contractual
     obligations  and the  anticipated  future  foreseeable  obligations  of the
     Partnership.

For additional  information  regarding asset  management fees, see Note 3 to the
financial statements included elsewhere herein.

Off-Balance Sheet Arrangements

The Partnerships has no off-balance sheet arrangements.

Exit Strategy

See Item 1 for information in this regard.

                                       26
<PAGE>

Impact of New Accounting Pronouncements

See footnote 1 to the financial statements.

Item 7A.  Quantitative and Qualitative Disclosures about Market Risk

NOT APPLICABLE

Item 8.  Financial Statements and Supplementary Data

                                       27
<PAGE>

     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Partners
WNC California Housing Tax Credits II, L.P.

     We have audited the accompanying  balance sheets of WNC California  Housing
Tax Credits II, L.P. (a California Limited  Partnership) (the Partnership) as of
March 31, 2008 and 2007,  and the related  statements of  operations,  partners'
deficit  and cash  flows for each of the years in the  three-year  period  ended
March 31, 2008. The Partnership's  management is responsible for these financial
statements.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

     We  conducted  our audits in  accordance  with the  standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial statements are free of material  misstatement.  The Partnership is not
required  to have,  nor were we engaged  to  perform,  an audit of its  internal
control over financial reporting.  Our audit included  consideration of internal
control over financial  reporting as a basis for designing audit procedures that
are appropriate in the  circumstances,  but not for the purpose of expressing an
opinion  on  the  effectiveness  of  the  Partnership's  internal  control  over
financial reporting.  Accordingly, we express no such opinion. An audit includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material  respects,  the financial position of WNC California Housing Tax
Credits II, L.P. (a  California  Limited  Partnership)  as of March 31, 2008 and
2007, and the results of its operations and its cash flows for each of the years
in the  three-year  period ended March 31, 2008, in conformity  with  accounting
principles generally accepted in the United States of America.

     Our  audits  were  conducted  for the  purpose of forming an opinion on the
basic financial  statements  taken as a whole.  The schedules  listed under Item
15(a)(2) in the index  related to years above are  presented  for the purpose of
complying with the Securities and Exchange  Commission's  rules and are not part
of the basic  financial  statements.  These schedules have been subjected to the
auditing procedures applied to the audits of the basic financial statements and,
in our opinion,  fairly state in all material  respects the financial  statement
data  required  to be set forth  therein  in  relation  to the  basic  financial
statements taken as a whole.




/s/ Reznick Group, P.C.
-----------------------

Bethesda, Maryland
July 27, 2009



<PAGE>
<TABLE>
<CAPTION>

                                             WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                                                  (A California Limited Partnership)

                                                            BALANCE SHEETS


                                                                                              March 31
                                                                                    ------------------------------

                                                                                         2008             2007
                                                                                    --------------   -------------
                                                                                   <S>              <C>

ASSETS

Cash                                                                                $      52,219    $     80,667
Investments in Local Limited Partnerships, net (Notes 2 and 3)                                  -               -
                                                                                    --------------   -------------

   Total Assets                                                                     $      52,219    $     80,667
                                                                                    ==============   =============

LIABILITIES AND PARTNERS' DEFICIT

Liabilities:
   Accrued fees and expenses due to General Partner and
     affiliates (Note 3)                                                            $   2,655,974    $  2,572,708
                                                                                    --------------   -------------

Partners' deficit:
   General Partner                                                                       (187,537)       (190,181)
   Limited Partners (20,000 Partnership Units authorized;
    17,726 Partnership Units issued and outstanding)                                   (2,416,218)     (2,301,860)
                                                                                    --------------   -------------

     Total Partners' Deficit                                                           (2,603,755)     (2,492,041)
                                                                                    --------------   -------------

       Total Liabilities and Partners' Deficit                                      $      52,219    $     80,667
                                                                                    ==============   =============



                                               See accompanying notes to financial statements
                                                                    29
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                                     WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                                                          (A California Limited Partnership)

                                                               STATEMENTS OF OPERATIONS


                                                              For the Years Ended March 31,
                                                      ----------------------------------------------

                                                           2008             2007            2006
                                                      --------------    ------------    ------------
                                                     <S>               <C>             <C>

Distribution income                                   $       7,433     $     9,283     $     6,846
Reporting fees                                                5,806           8,896           4,874
                                                      --------------    ------------    ------------

Total income                                                 13,239          18,179          11,720
                                                      --------------    ------------    ------------

Operating expenses:
   Amortization                                                   -               -               2
   Asset management fees (Note 3)                           203,817         210,084         210,084
   Legal and accounting                                      60,015          15,109          25,972
   Write off of advances to Local Limited
    Partnerships                                             16,412               -          33,303
   Other                                                      9,453           7,229           6,951
                                                      --------------    ------------    ------------

     Total operating expenses                               289,697         232,422         276,312
                                                      --------------    ------------    ------------

Loss from operations                                       (276,458)       (214,243)       (264,592)

Gain  on  sale  of  investment  in  Local  Limited
Partnership                                                 540,703               -               -

Equity  in losses  of Local  Limited  Partnerships
   (Note 2)                                                       -               -         (86,213)

Interest income                                                 167             427             725
                                                      --------------    ------------    ------------

Net income (loss)                                     $     264,412     $  (213,816)    $   (350,080)
                                                      ==============    ============    ============

Net income (loss) allocated to:
   General Partner                                    $       2,644     $    (2,138)    $     (3,501)
                                                      ==============    ============    ============

   Limited Partners                                   $     261,768     $  (211,678)    $   (346,579)
                                                      ==============    ============    ============

Net income (loss) per Partnership Unit                $       14.77     $    (11.95)    $     (19.55)
                                                      ==============    ============    ============

Outstanding weighted Partnership Units                       17,726          17,726          17,726
                                                      ==============    ============    ============

                                               See accompanying notes to financial statements
                                                                    30
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                     WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                                                          (A California Limited Partnership)

                                                            STATEMENTS OF PARTNERS' DEFICIT

                                                 For The Years Ended March 31, 2008, 2007, and 2006


                                                               General             Limited             Total
                                                               Partners            Partners
                                                            ---------------     ---------------    ---------------
                                                           <S>                 <C>                <C>

Partners' deficit at March 31, 2005                         $     (184,542)     $   (1,743,603)    $    (1,928,145)

Net loss                                                            (3,501)           (346,579)           (350,080)
                                                            ---------------     ---------------    ---------------

Partners' deficit at March 31, 2006                               (188,043)         (2,090,182)         (2,278,225)

Net loss                                                            (2,138)           (211,678)           (213,816)
                                                            ---------------     ---------------    ---------------

Partners' deficit at March 31, 2007                               (190,181)         (2,301,860)         (2,492,041)

Net Income                                                           2,644             261,768             264,412

Distributions                                                            -            (376,126)           (376,126)
                                                            ---------------     ---------------    ---------------

Partners' deficit at March 31, 2008                         $     (187,537)     $   (2,416,218)    $    (2,603,755)
                                                            ===============     ===============    ===============

                                               See accompanying notes to financial statements
                                                                  31
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                                     WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                                                          (A California Limited Partnership)

                                                               STATEMENTS OF CASH FLOWS

                                                                For the Years Ended March 31,
                                                          -------------------------------------------

                                                             2008            2007            2006
                                                          ------------    ------------    -----------
                                                         <S>             <C>             <C>

Cash flows from operating activities:
  Net income (loss)                                       $   264,412     $  (213,816)    $ (350,080)
  Adjustments to reconcile net income (loss) to
  net cash used in operating activities:
    Advances made to Local Limited Partnerships               (16,412)              -        (33,303)
    Write off of advances made to Local Limited
     Partnerships                                              16,412               -         33,303
    Amortization                                                    -               -              2
    Equity in losses of Local Limited Partnerships                  -               -         86,213
    Change in accrued fees and expenses due to
     General Partner and affiliates                            83,266         188,038        187,048
    Gain on sale of investment in Local Limited
     Partnership                                              (540,70)              -              -
                                                          ------------    ------------   -----------

Net cash used in operating activities                        (193,025)        (25,778)       (76,817)
                                                          ------------    ------------    -----------

Cash flows from investing activities:
    Proceeds from sale of investment in Local Limited
     Partnership                                              540,703               -              -
                                                          ------------    ------------    -----------

       Net cash provided by investing activities
                                                              540,703               -              -
                                                          ------------    ------------    -----------

Cash flows from financing activities:
    Distributions to Limited Partners                        (376,126)              -              -
                                                          ------------    ------------    -----------

       Net cash used in financing activities                 (376,126)              -              -
                                                          ------------    ------------    -----------

Net decrease in cash                                          (28,448)        (25,778)       (76,817)

Cash, beginning of period                                      80,667         106,445        183,262
                                                          ------------    ------------    -----------

Cash, end of period                                       $    52,219     $    80,667     $  106,445
                                                          ============    ============    ===========

SUPPLEMENTAL DISCLOSURE OF
  CASH FLOW INFORMATION:
  Taxes paid                                              $       800     $       800     $      800
                                                          ============    ============    ===========
</TABLE>

                                                                  32
<PAGE>

                   WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                       (A California Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

               For the Years Ended March 31, 2008, 2007, and 2006

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------

Organization
------------

WNC California  Housing Tax Credits II, L.P., a California  Limited  Partnership
(the  "Partnership"),  was formed on  September  13,  1990 under the laws of the
State of California.  The Partnership was formed to acquire limited  partnership
interests in other limited  partnerships  ("Local Limited  Partnerships")  which
owns multi-family housing complexes ("Housing  Complexes") that are eligible for
Federal low income housing tax credits ("Low Income  Housing Tax Credits").  The
local  general  partners  (the "Local  General  Partners") of each Local Limited
Partnership retain  responsibility  for maintaining,  operating and managing the
Housing Complexes.  Each Local Limited  Partnership is governed by its agreement
of limited partnership (the "Local Limited Partnership Agreement").

The general partner is WNC Tax Credit  Partners,  L.P. (the "General  partner").
WNC &  Associates,  Inc.  ("Associates"),  and Wilfred N.  Cooper,  Sr., are the
General  Partners of WNC Tax Credit  Partners,  L.P. The chairman and  president
owns all of the outstanding stock of Associates. The business of the Partnership
is conducted primarily through  Associates,  as the Partnership has no employees
of its own.

The Partnership shall continue to be in full force and effect until December 31,
2050 unless terminated prior to that date pursuant to the partnership  agreement
or law.

The financial  statements  include only activity relating to the business of the
Partnership,  and do not give  effect to any assets that the  partners  may have
outside of their interests in the Partnership, or to any obligations,  including
income taxes, of the partners.

The Partnership  Agreement  authorized the sale of up to 20,000 units of Limited
Partnership interest  ("Partnership  Units") at $1,000 per Partnership Unit. The
offering of  Partnership  Units  concluded  in January 1993 at which time 17,726
Partnership Units representing  subscriptions in the amount of $17,726,000,  had
been accepted.  The General Partners have a 1% interest in operating profits and
losses,  taxable income and losses,  in cash available for distribution from the
Partnership and Low Income Housing Tax Credits of the Partnership. The investors
in the Partnership  ("Limited  Partners") will be allocated the remaining 99% of
these items in proportion to their respective investments.

The  proceeds  from the  disposition  of any of the  Local  Limited  Partnership
Housing  Complexes will be used first to pay debts and other obligations per the
respective Local Limited Partnership Agreement. Any remaining proceeds will then
be paid to the  Partnership.  The sale of a Housing  Complex  may be  subject to
other restrictions and obligations.  Accordingly, there can be no assurance that
a Local Limited Partnership will be able to sell its Housing Complex. Even if it
does so, there can be no assurance that any significant  amounts of cash will be
distributed to the  Partnership.  Should such  distributions  occur, the Limited
Partners  will be  entitled  to  receive  distributions  equal to their  capital
contributions  and their  return on  investment  (as defined in the  Partnership
Agreement) and the General  Partners would then be entitled to receive  proceeds
equal to their capital contributions from the remainder.  Any additional sale or
refinancing  proceeds  will  be  distributed  90% to the  Limited  Partners  (in
proportion to their respective investments) and 10% to the General Partners.

Risks and Uncertainties
-----------------------

An investment in the  Partnership  and the  Partnership's  investments  in Local
Limited  Partnerships  and their Housing  Complexes are subject to risks.  These
risks may impact the tax benefits of an investment in the  Partnership,  and the
amount of proceeds  available for distribution to the Limited Partners,  if any,
on liquidation of the Partnership's investments. Some of those risks include the
following:

The Low Income Housing Tax Credit rules are extremely complicated. Noncompliance
with these  rules  results in the loss of future Low Income  Housing Tax Credits
and the fractional recapture of Low Income Housing Tax Credits already taken. In
most  cases  the  annual  amount  of Low  Income  Housing  Tax  Credits  that an
individual  can use is limited to the tax  liability  due on the  person's  last
$25,000 of taxable  income. The Local Limited Partnerships may be unable to sell

                                       33
<PAGE>

                   WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2008, 2007 and 2006

NOTE 1 - ORGANIZATION AND SUMMARY OF  SIGNIFICANT ACCOUNTING POLICIES, continued
--------------------------------------------------------------------------------

the Housing Complexes at a price which would result in the Partnership realizing
cash   distributions  or  proceeds  from  the  transaction.   Accordingly,   the
Partnership  may be unable to distribute any cash to its Limited  Partners.  Low
Income  Housing Tax Credits may be the only  benefit from an  investment  in the
Partnership.

The Partnership has invested in a limited number of Local Limited  Partnerships.
Such  limited  diversity  means that the  results of  operation  of each  single
Housing  Complex  will have a greater  impact on the  Partnership.  With limited
diversity,   poor   performance   of  one  Housing   Complex  could  impair  the
Partnership's ability to satisfy its investment objectives. Each Housing Complex
is subject to mortgage  indebtedness.  If a Local Limited  Partnership failed to
pay its  mortgage,  it  could  lose  its  Housing  Complex  in  foreclosure.  If
foreclosure  were to occur during the first 15 years,  the loss of any remaining
future Low Income  Housing Tax  Credits,  a  fractional  recapture  of prior Low
Income  Housing Tax Credits,  and a loss of the  Partnershi's  investment in the
Housing   Complex  would  occur.   The  Partnership  is  a  limited  partner  or
non-managing  member  of  each  Local  Limited  Partnership.   Accordingly,  the
Partnership  will have very  limited  rights with respect to  management  of the
Local  Limited  Partnerships.  The  Partnership  will rely  totally on the Local
General  Partners.  Neither  the  Partnership's  investments  in  Local  Limited
Partnerships,  nor  the  Local  Limited  Partnerships'  investments  in  Housing
Complexes,  are readily marketable.  To the extent the Housing Complexes receive
government financing or operating subsidies,  they may be subject to one or more
of the  following  risks:  difficulties  in  obtaining  tenants  for the Housing
Complexes;  difficulties  in  obtaining  rent  increases;  limitations  on  cash
distributions;  limitations  on  sales  or  refinancing  of  Housing  Complexes;
limitations on transfers of interests in Local Limited Partnerships; limitations
on removal of Local  General  Partners;  limitations  on subsidy  programs;  and
possible changes in applicable regulations. Uninsured casualties could result in
loss of property and Low Income  Housing Tax Credits and recapture of Low Income
Housing Tax  Credits  previously  taken.  The value of real estate is subject to
risks  from  fluctuating  economic   conditions,   including  employment  rates,
inflation,  tax, environmental,  land use and zoning policies, supply and demand
of similar properties, and neighborhood conditions, among others.

The  ability of Limited  Partners to claim tax losses  from the  Partnership  is
limited.  The IRS may audit the  Partnership or a Local Limited  Partnership and
challenge the tax treatment of tax items.  The amount of Low Income  Housing Tax
Credits and tax losses allocable to the Limited Partners could be reduced if the
IRS were  successful  in such a  challenge.  The  alternative  minimum tax could
reduce tax benefits from an investment in the  Partnership.  Changes in tax laws
could also impact the tax benefits from an investment in the Partnership  and/or
the value of the Housing Complexes.

Substantially  all of the Low  Income  Housing  Tax  Credits  anticipated  to be
realized from the Local Limited Partnerships have been realized. The Partnership
does not anticipate  being allocated a significant  amount of Low Income Housing
Tax Credits from the Local Limited  Partnerships in the future.  Until the Local
Limited  Partnerships  have  completed the 15 year Low Income Housing Tax Credit
compliance  period,  risks  exist for  potential  recapture  of prior Low Income
Housing Tax Credits received.

Anticipated  future and  existing  cash  resources  of the  Partnership  are not
sufficient   to  pay  existing   liabilities   of  the   Partnership.   However,
substantially all of the existing  liabilities of the Partnership are payable to
the General Partner and/or their  affiliates.  Though the amounts payable to the
General Partner and/or its affiliates are contractually  currently payable,  the
Partnership  anticipates that the General Partner and/or its affiliates will not
require the payment of these contractual  obligations until capital reserves are
in excess of the aggregate of then  existing  contractual  obligations  and then
anticipated future foreseeable  obligations of the Partnership.  The Partnership
would be adversely  affected  should the General  Partner  and/or its affiliates
demand current  payment of the existing  contractual  obligations and or suspend
services for this or any other reason.

                                       34


<PAGE>

NOTE 1 - ORGANIZATION AND SUMMARY  OF SIGNIFICANT ACCOUNTING POLICIES, continued
--------------------------------------------------------------------------------

The  Partnership   currently  has  insufficient  working  capital  to  fund  its
operations.  Associates  has agreed to continue  providing  advances  sufficient
enough  to  fund  the  operations  and  working  capital   requirements  of  the
Partnership through June 30, 2010.

No trading  market for the  Partnership  Units exists or is expected to develop.
Limited  Partners  may be unable to sell  their  Partnership  Units  except at a
discount  and  should  consider  their  Partnership  Units  to  be  a  long-term
investment.  Individual  Limited Partners will have no recourse if they disagree
with actions authorized by a vote of the majority of Limited Partners.

Exit Strategy
-------------

The  Compliance  Period for a Housing  Complex is generally  15 years  following
construction or  rehabilitation  completion.  Associates was one of the first in
the industry to offer syndicated  investments in Low Income Housing Tax Credits.
The initial programs are completing their Compliance Periods.

With that in mind,  the General  Partner is continuing its review of the Housing
Complexes,  with special  emphasis on the more mature Housing  Complexes such as
any that have satisfied the IRS compliance  requirements.  The review  considers
many factors, including extended use requirements (such as those due to mortgage
restrictions  or state  compliance  agreements),  the  condition  of the Housing
Complexes, and the tax consequences to the Limited Partners from the sale of the
Housing Complexes.

Upon  identifying  those  Housing  Complexes  with the highest  potential  for a
successful sale, refinancing or syndication,  the Partnership expects to proceed
with  efforts to  liquidate  them.  The  objective  is to  maximize  the Limited
Partners'  return  wherever   possible  and,   ultimately,   to  wind  down  the
Partnership.  Local Limited Partnership interests may be disposed of any time by
the  General  Partner  in its  discretion.  While  liquidation  of  the  Housing
Complexes continues to be evaluated,  the dissolution of the Partnership was not
imminent as of March 31, 2008.

During the year ended March 31, 2008,  the  Partnership  identified  the Housing
Complex of a Local Limited  Partnership,  Ukiah Terrace, a  placeStateCalifornia
limited  partnership,  ("Ukiah") for  disposition.  Ukiah owns the Ukiah Terrace
Apartments (the "Ukiah Property") located in Ukiah, California.  Consistent with
the investment  objectives of the Partnership,  the Ukiah Property qualified for
Federal Low Income  Housing Tax Credits  under the  Internal  Revenue Code for a
10-year  period.  The Low Income  Housing Tax Credit period has expired,  and no
further  Low  Income  Housing  Tax  Credits  are  being  generated  by the Ukiah
Property. The 15-year federal compliance period has also expired, so there would
be no Low Income  Housing  Tax  Credits  recapture  upon a transfer of the Ukiah
Property.

On June 7, June 14, and July 9, 2007, the Partnership filed preliminary  consent
solicitation  materials with the U.S. Securities and Exchange Commission ("SEC")
regarding the sale of the Ukiah Property.  Definitive  materials were filed with
the SEC on July 20,  2007 and  August  2,  2007,  and were  disseminated  to the
Partnerships Limited Partners on July 21, 2007 and August 3, 2007, respectively.
As of August 9, 2007,  the  Partnership  achieved  51%  approval  necessary  for
disposition. The disposition of Ukiah was closed on August 22, 2007. The Housing
Complex  sold  for  $2,600,000  plus  $120,000  of  net  current  assets  to  be
distributed.  The  General  Partner  of Ukiah  Property  was paid  approximately
$430,000,  the existing mortgage in the amount of $1,730,000 was paid,  $541,000
was distributed to the Partnership and the remaining $19,000 paid title,  escrow
and  legal  expenses  relating  to the  disposition.  On  August  22,  2007  the
Partnership   received  its  distribution  in  the  amount  of  $541,000,   with
approximately  $165,000  being  used  to fund  the  Partnership's  reserves  and
reimburse  proxy costs while the remaining  $376,000 was distributed on December
17, 2007 to the Limited Partners as outlined in the proxy.

On February 22, 2008, the Partnership  sold the Housing Complex of another Local

                                       35
<PAGE>

NOTE 1 - ORGANIZATION  AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
--------------------------------------------------------------------------------

Limited  Partnership,  601 Main  Street  ("601").  601 owns  the  Phoenix  House
Apartments ("601 Propert") located in Stockton, California.  Consistent with the
investment  objectives of the Partnership,  601 qualified for Federal Low Income
Housing Tax Credits under the Internal  Revenue Code for a 10-year  period.  The
15-year  federal  compliance  period has also expired,  so there would be no Low
Income  Housing Tax Credit  recapture  upon a transfer of the 601 Property.  The
appraised  value was less than the outstanding  debt and accrued  interest which
equated to $5,259,475.  Additionally,  this property has suffered  negative cash
flow,  low DCR and low  occupancy  rates for the past several  years.  The Local
General Partner purchased the property for the debt value therefore there was no
remaining cash proceeds for the Partnership.

Subsequent  to March 31,  2008,  the  Partnership  sold its Limited  Partnership
interests  in  Northwest  Tulare  Associates  ("Northwest")  and Jacob's  Square
("Jacob").   Northwest  was  appraised  with  a  value  of  $1,480,000  and  the
outstanding mortgage debt was $1,689,582 and Jacob was appraised with a value of
$1,340,000 and had an  outstanding  mortgage  balance of $1,511,217.  In selling
these Local Limited Partnerships interests, the Partnership received $20,000 for
each  of  the  Limited   Partnership   interests  in  these  two  Local  Limited
Partnerships. The total of $40,000 is being kept in the Partnerships reserves to
pay the costs  incurred  related to both  dispositions  and any other  operating
expenses of the Partnership.

Method of Accounting For Investments in Local Limited Partnerships
------------------------------------------------------------------

The Partnership accounts for its investments in Local Limited Partnerships using
the equity method of accounting,  whereby the Partnership adjusts its investment
balance for its share of the Local Limited  Partnerships'  results of operations
and for any  contributions  made and  distributions  received.  The  Partnership
reviews the  carrying  amount of an  individual  investment  in a Local  Limited
Partnership for possible  impairment whenever events or changes in circumstances
indicate that the carrying  amount of such  investment  may not be  recoverable.
Recoverability  of such investment is measured by the estimated value derived by
management,  generally  consisting of the sum of the remaining future Low Income
Housing  Tax  Credits  estimated  to be  allocated  to the  Partnership  and the
estimated  residual value to the Partnership.  If an investment is considered to
be impaired, the Partnership reduces the carrying value of its investment in any
such Local Limited  Partnership.  The  accounting  policies of the Local Limited
Partnerships,  generally,  are  expected  to be  consistent  with  those  of the
Partnership.  Costs incurred by the Partnership in acquiring the investments are
capitalized  as part of the  investment  and are being  amortized over 30 years.
(See Notes 2 and 3)

"Equity in losses of Local  Limited  Partnerships"  for each year ended March 31
have been recorded by the Partnership  based on nine months of reported  results
provided by the Local Limited  Partnerships  for each year ended December 31 and
on  three  months  of  results,  estimated  by  management  of the  Partnership.
Management's  estimate  for the  three-month  period is based on  either  actual
unaudited  results  reported by the Local  Limited  Partnerships  or  historical
trends in the operations of the Local Limited Partnerships. In subsequent annual
financial  statements,  upon receiving the actual annual results reported by the
Local Limited  Partnerships,  management reverses its prior estimate and records
the actual results reported by the Local Limited Partnerships.  Equity in losses
of Local Limited Partnerships allocated to the Partnership are not recognized to
the extent that the investment  balance would be adjusted below zero. As soon as
the  investment  balance  reaches  zero,  amortization  of the related  costs of
acquiring  the  investment  are  impaired  (see Note 3).  If the  Local  Limited
Partnerships  reported net income in future years,  the Partnership  will resume
applying  the equity  method only after its share of such net income  equals the
share of net losses not  recognized  during the  period(s) the equity method was
suspended.

                                       36
<PAGE>

NOTE 1 - ORGANIZATION AND  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
--------------------------------------------------------------------------------

The  Partnership  does not  consolidate the accounts and activities of the Local
Limited  Partnerships  which are  considered  Variable  Interest  Entities under
Financial  Accounting  Standards Board ("FASB")  Interpretation  No. 46-Revised,
"Consolidation  of Variable Interest  Entities",  because the Partnership is not
considered the primary beneficiary.  The Partnership's balance in Investments in
Local Limited Partnerships, plus the risk of recapture of Low Income Housing Tax
Credits  previously  recognized  on such  investments,  represents  the  maximum
exposure to loss in connection with such investments. The Partnership's exposure
to loss on the Local  Limited  Partnerships  is mitigated by the  condition  and
financial  performance  of the  underlying  Housing  Complexes  as  well  as the
strength of the Local General Partners and their  guarantees  against Low Income
Housing Tax Credit recapture.

Distributions  received from the Local Limited Partnerships are accounted for as
a  reduction  of  the  investment  balance.  Distributions  received  after  the
investment has reached zero are recognized as distribution income.

Use of Estimates
----------------

The preparation of financial statements in conformity with accounting principles
generally accepted in the  placecountry-regionUnited  States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and  liabilities  and disclosure of contingent  assets and liabilities at
the date of the financial  statements,  and the reported amounts of revenues and
expenses during the reporting  period.  Actual results could  materially  differ
from those estimates.

Cash and Cash Equivalents
-------------------------

The Partnership considers all highly liquid investments with original maturities
of three months or less when purchased to be cash  equivalents.  As of March 31,
2008 and 2007, the Partnership had no cash equivalents.

Reporting Comprehensive Income
------------------------------

The  Statement Of Financial  Accounting  Standards  ("SFAS") No. 130,  Reporting
Comprehensive  Income  established  standards  for the  reporting and display of
comprehensive  income (loss) and its components in a full set of general-purpose
financial statements. The Partnership had no items of other comprehensive income
for all periods presented, as defined by SFAS No. 130.

Net Loss Per Partnership Unit
-----------------------------

Net loss per Partnership  Unit is calculated  pursuant to Statement of Financial
Accounting  Standards No. 128, Earnings per Share. Net loss per Partnership Unit
includes no dilution  and is computed  by  dividing  loss  available  to Limited
Partners by the weighted average number of Partnership Units outstanding  during
the  period.  Calculation  of  diluted  net  loss  per  Partnership  Unit is not
required.

Income Taxes
------------

No provision  for income taxes has been recorded in the  accompanying  financial
statements  as any  liabilities  and/or  benefits  for income  taxes flow to the
partners of the  Partnership  and are their  obligations  and/or  benefits.  For
income tax purposes, the Partnership reports on a calendar year basis.

                                       37
<PAGE>

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT  ACCOUNTING POLICIES, continued
--------------------------------------------------------------------------------

In June 2006, the FASB issued  Interpretation No. 48 "Accounting for Uncertainty
in Income Taxes" (FIN 48), an  interpretation  of FASB Statement No. 109. FIN 48
provides  guidance  for  how  uncertain  tax  positions  should  be  recognized,
measured,  presented and disclosed in the financial statements.  FIN 48 requires
the  evaluation of tax positions  taken or expected to be taken in the course of
preparing the  Partnership's  tax returns to determine whether the tax positions
are  more-likely-than-not  of being sustained upon examination by the applicable
tax  authority,  based on the  technical  merits of the tax  position,  and then
recognizing  the tax benefit that is  more-likely-than-not  to be realized.  Tax
positions  not  deemed  to meet  the  more-likely-than-not  threshold  would  be
recorded as a tax expense in the current  reporting  period.  As  required,  the
Partnership adopted FIN 48 effective April 1, 2007 and concluded that the effect
is not material to its financial statements.  Accordingly,  no cumulative effect
adjustment related to the adoption of FIN 48 was recorded.

Impact of New Accounting Pronouncements
---------------------------------------

In  September 2006,  the FASB  issued  SFAS No.  157  ("SFAS  157"),  Fair Value
Measurements,  which provides  enhanced guidance for using fair value to measure
assets and liabilities.  SFAS 157 also requires  expanded  information about the
extent to which the  Partnership  measures assets and liabilities at fair value,
the  information  used to  measure  fair  value,  and the  effect of fair  value
measurements on earnings.  The standard applies whenever other standards require
(or permit)  assets or  liabilities  to be measured at fair value.  The standard
does not  expand the use of fair value in any new  circumstances.  In 2008,  the
FASB issued FASB Staff Position 157-2 ("FAS FSP 157-2"),  Effective Date of FASB
Statement No. 157, which delays the effective date of SFAS 157 for  nonfinancial
assets and  nonfinancial  liabilities,  except for items that are  recognized or
disclosed at fair value in the  financial  statements  on a recurring  basis (at
least annually),  to fiscal years beginning after November 15, 2008, and interim
periods within those fiscal years. The Partnership does not anticipate either of
these pronouncements will have a material impact on the Partnership's  financial
statements.

In  February  2007,  the FASB issued  SFAS No. 159 ("SFAS  15"),  The Fair Value
Option for Financial  Assets and Financial  Liabilities - Including an amendment
of FASB  Statement  No. 115. SFA 159 permits the choice of  measuring  financial
instruments  and certain  other items at fair value.  SFAS 159 is effective  for
financial  statements issued for fiscal years beginning after November 15, 2007.
The Partnership does not anticipate that this pronouncement will have a material
impact on the Partnersh's financial statements.

In December 2007, the FASB issued  Statement of Financial  Accounting  Standards
("SFAS")  No.  141(R)  ("SFAS  141R"),  which  amends SFAS No. 141, and provides
revised guidance for recognizing and measuring  identifiable assets and goodwill
acquired,  liabilities assumed, and any noncontrolling interest in the acquiree.
SFAS 141R is effective for fiscal years beginning after December 15, 2008 and is
to be applied  prospectively.  SFAS 141R also requires changes to the accounting
for transaction  costs,  certain  contingent  assets and liabilities,  and other
balances in a business combination.  In addition, in partial acquisitions,  when
control is obtained,  the  acquiring  company must measure and record all of the
targe's  assets and  liabilities,  including  goodwill,  at fair value as if the
entire  target  company  had  been   acquired.   It  also  provides   disclosure
requirements to enable users of the financial  statements to evaluate the nature
and financial effects of the business combination.  The Partnership is currently
evaluating  the impacts and  disclosures  of this  pronouncement,  but would not
expect  SFAS  141R to have a  material  impact  on the  Partnership's  financial
statements.

On December 4, 2007,  the FASB issued SFAS No. 160 ("SFAS 160"),  Noncontrolling
Interests in Consolidated Financial Statements, an amendment of ARB No. 51. SFAS
160 replaces the concept of minority interest with  noncontrolling  interests in
subsidiaries.  Noncontrolling  interests  will now be reported as a component of
equity  in  the   consolidated   statement  of  financial   position.   Earnings
attributable to noncontrolling interests will continue to be reported as part of
consolidated  earnings;  however,  SFAS 160 requires that income attributable to
both  controlling and  noncontrolling  interests be presented  separately on the
face of  the consolidated  income statement. In addition, SFAS 160 provides that

                                       38
<PAGE>

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT  ACCOUNTING POLICIES, continued
--------------------------------------------------------------------------------

when losses  attributable to noncontrolling  interests exceed the noncontrolling
interest's  basis,  losses  continue  to be  attributed  to  the  noncontrolling
interest as opposed to being  absorbed  by the  consolidating  entity.  SFAS 160
required  retroactive  adoption of the presentation and disclosure  requirements
for existing  minority  interests.  All other  requirements of SFAS 160 shall be
applied  prospectively.  SAS 160 is  effective  for the first  annual  reporting
period  beginning on or after December 15, 2008. The Partnership does not expect
SFAS 160 to have a material impact on the Partnership's financial statements.

In November  2008 the FASB  ratified  EITF No. 08-6,  Equity  Method  Investment
Accounting Considerations, which clarifies the accounting for how to account for
certain  transactions  and  impairment  considerations  involving  equity method
investments. This Issue shall be effective in fiscal years beginning on or after
December 15, 2008,  and interim  periods  within those fiscal years.  This Issue
shall be  applied  prospectively.  Earlier  application  by an  entity  that has
previously  adopted  an  alternative  accounting  policy is not  permitted.  The
transition  disclosures  in  paragraphs  17 and 18 of  Statement  154  shall  be
provided,  if applicable.  The Partnership does not expect this pronouncement to
have a material impact on the Partnership's financial statements.

In  December  2008,  the FASB  issue  FASB  Staff  Position  No.  FAS  140-4 and
FIN46(R)-8  (the "FSP"),  Disclosures  by Public  Entities  (Enterprises)  about
Transfers of Financial Assets and Interests in Variable  Interest  Entities.  It
amends SFAS 140 to require  public  entities to provide  additional  disclosures
about transferors'  continuing  involvements with transferred  financial assets.
The FSP is  effective  for public  companies  in their  first  reporting  period
(interim  or annual)  that ends after  December  15,  2008.  The FSP also amends
FIN46R to require public  enterprises,  including  sponsors that have a variable
interest in a variable interest entity, to provide additional  disclosures about
their  involvement  with  variable  interest  entities.  The FSP  also  requires
disclosures  by a  public  enterprise  that  is (a) a  sponsor  of a  qualifying
special-purpose  entity (SPE) that holds a variable  interest in the  qualifying
SPE but was not the transferor of financial assets to the qualifying SPE and (b)
a servicer of a qualifying SPE that holds a significant variable interest in the
qualifying SPE but was not the transferor of financial  assets to the qualifying
SPE. The  Partnership  does not expect the FSP to have a material  impact on the
Partnership's financial statements.

Revenue Recognition
-------------------

The  Partnership  is entitled to receive  reporting  fees from the Local Limited
Partnerships.  The  intent  of  the  reporting  fees  is  to  offset  (in  part)
administrative costs incurred by the Partnership in corresponding with the Local
Limited  Partnerships.  Due to the  uncertainty of the collection of these fees,
the Partnership recognizes reporting fees as collections are made.

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS
--------------------------------------------------

As of March 31, 2008 and 2007, the  Partnership  owns Local Limited  Partnership
interests in 13 and 15 Local Limited Partnerships, respectively. As of March 31,
2008 and  2007,  these  Local  Limited  Partnership's  own one  Housing  Complex
consisting of an aggregate of 580 and 786  apartment  units,  respectively.  The
respective Local General Partners of the Local Limited  Partnerships  manage the
day to day  operations of the entities.  Significant  Local Limited  Partnership
business decisions require approval from the Partnership.  The Partnership, as a
limited partner, is generally entitled to 99%, as specified in the Local Limited
Partnership agreements,  of the operating profits and losses, taxable income and
losses, and Low Income Housing Tax Credits of the Local Limited Partnerships.

The  Partnership's  investments  in Local Limited  Partnerships  as shown in the
balance  sheets at March 31, 2008 and 2007,  are  approximately  $6,129,000  and
$5,240,000 respectively,  greater than the Partnership's equity at the preceding
December 31  as shown in the  Local  Limited  Partnerships'  combined  financial
statements  presented  below.  This  difference  is primarily  due to unrecorded
losses as discussed below, and acquisition, selection and other costs related to

                                       39
<PAGE>

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued
-------------------------------------------------------------

the  acquisition  of  the  investments   which  have  been  capitalized  in  the
Partnership's  investment  account along with impairment  losses recorded in the
Partnership's investment account.

At March 31, 2008, the investment accounts in all of Local Limited  Partnerships
have reached a zero balance.  Consequently, all of the Partnership's estimate of
its share of losses for the years ended March 31, 2008, 2007 and 2006, amounting
to approximately $1,405,000,  $1,084,000 and $1,061,000,  respectively, have not
been  recognized.  As of March 31, 2008,  the aggregate  share of net losses not
recognized by the Partnership amounted to $4,955,000.

The following is a summary of the equity method  activity of the  investments in
Local Limited Partnerships for the periods presented:
<TABLE>
<CAPTION>

                                                                           For the Years Ended
                                                                                March 31,
                                                            --------------------------------------------------
                                                                2008             2007               2006
                                                            -------------   ---------------    ---------------
                                                           <S>             <C>                <C>

Investments per balance sheet, beginning of period          $          -    $            -     $       86,215
Distributions received from Local Limited Partnerships                 -                 -                  -
Equity in losses of Local Limited Partnerships                         -                 -             (86,213)
Impairment loss                                                        -                 -                   -
Amortization of capitalized acquisition fees and costs                 -                 -                  (2)
                                                            -------------   ---------------    ---------------

Investments per balance sheet, end of period                $          -    $            -     $             -
                                                            =============   ===============    ===============
</TABLE>

                                       40
<PAGE>

The financial  information from the individual financial statements of the Local
Limited  Partnerships  includes rental and interest subsidies.  Rental subsidies
are included in total  revenues  and interest  subsidies  are  generally  netted
against interest expense.  Approximate combined condensed financial  information
from the individual financial statements of the Local Limited Partnerships as of
December 31 and for the years then ended is as follows:
<TABLE>
<CAPTION>

                                        COMBINED CONDENSED BALANCE SHEETS

                                                                 2007                2006
                                                            ---------------     ---------------

ASSETS
                                                           <S>                 <C>

Buildings and improvements (net of accumulated
   depreciation for 2007 and 2006 of $17,751,000
   and $17,874,000, respectively)                           $   20,503,000      $   22,296,000
Land                                                             2,187,000           2,465,000
Other assets                                                     3,099,000           3,466,000
                                                            ---------------     ---------------

   Total assets                                             $   25,789,000      $   28,227,000
                                                            ===============     ===============

LIABILITIES

Mortgage loans payable                                      $   25,670,000      $   28,084,000
Due to related parties                                           1,122,000           1,123,000
Other liabilities                                                5,594,000           4,658,000
                                                            ---------------     ---------------

   Total liabilities                                            32,386,000          33,865,000
                                                            ---------------     ---------------

PARTNERS' DEFICIT

WNC California Housing Tax Credits II, L.P.                     (6,129,000)         (5,240,000)
Other partners                                                    (468,000)           (398,000)
                                                            ---------------     ---------------

   Total partners' deficit                                      (6,597,000)         (5,638,000)
                                                            ---------------     ---------------

     Total liabilities and partners' deficit                $   25,789,000      $   28,227,000
                                                            ===============     ===============
</TABLE>

                                                           41
<PAGE>

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued
-------------------------------------------------------------

<TABLE>
<CAPTION>

                                              COMBINED CONDENSED STATEMENTS OF OPERATIONS

                                                                 2007                2006               2005
                                                            ---------------     ---------------    ----------------
                                                           <S>                 <C>                <C>

Revenues                                                    $    3,734,000      $    4,050,000     $     4,000,000
                                                            ---------------     ---------------    ----------------

Expenses:
  Operating expenses                                             3,151,000           3,123,000           3,087,000
  Interest expense                                                 769,000             839,000             850,000
  Depreciation and amortization                                  1,234,000           1,303,000           1,281,000
                                                            ---------------     ---------------    ----------------


   Total expenses                                                5,154,000           5,265,000           5,218,000
                                                            ---------------     ---------------    ----------------

  Net operating  loss
                                                            $   (1,420,000)     $   (1,215,000)    $    $1,218,000)
                                                            ---------------     ---------------    ----------------

Net income (loss) allocable to the Partnership              $   (1,405,000)     $  (1,084,000)     $    (1,152,000)
                                                            ===============     ===============    ================

Net income (loss) recorded by the Partnership               $            -      $              -   $       (86,000)
                                                            ===============     ===============    ================
</TABLE>

Certain Local Limited  Partnerships have incurred  significant  operating losses
and/or have  working  capital  deficiencies.  In the event  these Local  Limited
Partnerships continue to incur significant operating losses,  additional capital
contributions  by the  Partnership  and/or  the Local  General  Partners  may be
required to sustain operations of such Local Limited Partnerships. If additional
capital  contributions  are not made when they are required,  the  Partnership's
investment in certain of such Local Limited Partnerships could be impaired,  and
the loss and  recapture  of the  related Low Income  Housing  Tax Credits  could
occur.

The report of the independent  certified public  accountants with respect to the
financial  statements of one Local  Limited  Partnership  expressed  substantial
doubt as to the Local  Limited  Partnerships'  ability  to  continue  as a going
concern.  The  Partnership  had no remaining  investment  in such Local  Limited
Partnership at March 31, 2008 and 2007. The Partnership's original investment in
the Local Limited  Partnership  approximated  $1,278,000.  Through  December 31,
2007, the Local Limited Partnership has had recurring losses and working capital
deficiencies.  In the  event  the  Local  Limited  Partnership  is  required  to
liquidate or sell its Housing  Complex,  the net proceeds could be significantly
less than the carrying value of such property. As of December 31, 2007 and 2006,
the assets on the books and  records of the Local  Limited  Partnership  totaled
$1,617,000 and $1,713,000,  respectively. Further at December 31, 2007 and 2006,
the liabilities on the books and record of the Local Limited Partnership totaled
$3,087,000  and  $2,993,000,   respectively.   Consistent  with  the  investment
objectives  of the  Partnership,  this Local Limited  Partnership  qualified for
Federal Low Income  Housing Tax Credits  under the  Internal  Revenue Code for a
10-year period. The 15-year federal compliance period has also expired, so there
would be no Low Income  Housing Tax Credit  recapture  upon a loss of this Local
Limited Partnership.

                                       42
<PAGE>


NOTE 3 - RELATED PARTY TRANSACTIONS
-----------------------------------

Under the terms of the  Partnership  Agreement,  the  Partnership has paid or is
obligated to the General Partners or their affiliates for the following items:

     Acquisition  fees  equal  to 9% of the  gross  proceeds  from  the  sale of
     Partnership  Units as compensation for services rendered in connection with
     the  acquisition of Local Limited  Partnerships.  At the end of all periods
     presented,   the  Partnership  incurred  acquisition  fees  of  $1,595,340.
     Accumulated  amortization of these capitalized costs was $1,595,340 for all
     periods presented.

     Reimbursement  of costs incurred by the General Partners or an affiliate in
     connection  with the acquisition of the Local Limited  Partnerships.  These
     reimbursements have not exceeded 1.7% of the gross proceeds.  As of the end
     of all periods presented, the Partnership had incurred acquisition costs of
     $1,520  which  have  been   included  in   investments   in  Local  Limited
     Partnerships.  Accumulated amortization of the acquisition costs was $1,520
     for all periods presented.

     An annual asset  management fee equal to 0.5% of the Invested Assets of the
     Partnership,   as  defined.   "Invested   Asset"   means  the  sum  of  the
     Partnership's  investment  in Local Limited  Partnership  interests and the
     Partnership's  allocable share of mortgage loans on and other debts related
     to  the  Housing  Complexes  owned  by  such  Local  Limited  Partnerships.
     Management  fees of $203,817,  $210,184,  and $210,184 were incurred during
     the years  ended  March 31,  2008,  2007 and 2006,  respectively,  of which
     $178,697,  $14,376  and  $23,440  was paid during the years ended March 31,
     2008, 2007 and 2006, respectively.

     The  Partnership  reimbursed  the  General  Partner or its  affiliates  for
     operating  expenses incurred by the Partnership and paid for by the General
     Partner or its affiliates on behalf of the Partnership.  Operating  expense
     reimbursements  were  $7,943,  $30,009 and  $28,100  during the years ended
     March 31, 2008, 2007 and 2006, respectively.
<TABLE>
<CAPTION>

The accrued fees and expenses due to the General Partners and affiliates consist of the following at:

                                                                                               March 31,
                                                                                      -----------------------------

                                                                                         2008            2007
                                                                                      ------------   --------------
                                                                                     <S>            <C>

Expenses paid by the General Partners
  or an affiliate on behalf of the Partnership                                        $    61,930    $       3,784

Asset management fee payable                                                            2,594,044        2,568,924
                                                                                      ------------   --------------

Total                                                                                 $ 2,655,974    $   2,572,708
                                                                                      ============   ==============

The General  Partners and/or its affiliates do not anticipate that these accrued fees will be paid until such time as capital
reserves are in excess of the future foreseeable working capital requirements of the Partnership.
</TABLE>

                                       43
<PAGE>
<TABLE>
<CAPTION>

                                             WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                                                  (A California Limited Partnership)

                                               NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                           For the Years Ended March 31, 2008, 2007 and 2006


NOTE 4 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
----------------------------------------------------

The following is a summary of the quarterly operations for the years ended March 31:

                                           June 30           September 30       December 31           March 31
                                        ---------------     ---------------    ---------------     ---------------

               2008
               ----
                                       <S>                 <C>                <C>                 <C>

Income                                  $        3,000      $       10,000     $           -       $            -

Operating expenses                             (54,000)           (112,000)          (70,000)             (54,000)

Loss from operations                           (51,000)           (102,000)          (70,000)             (54,000)

Gain on sale of Local
   Limited Partnership                               -             541,000                 -                    -

Net income (loss)                              (51,000)            439,000           (70,000)             (54,000)

Net Income (loss) available to
   Limited Partners                            (51,000)            435,000           (69,000)             (53,000)

Net Income(loss) per Partnership
   Unit                                             (3)                 25                (4)                  (3)



                                           June 30           September 30       December 31           March 31
                                        ---------------     ---------------    ---------------     ---------------

               2007
               ----

Income                                 $            -       $       17,000     $        2,000      $            -

Operating expenses                            (53,000)             (69,000)           (55,000)            (56,000)

Loss from operations                          (53,000)             (52,000)           (53,000)            (56,000)

Net loss                                      (53,000)             (52,000)           (53,000)            (56,000)

Net loss available to Limited
   Partners                                   (52,000)             (52,000)           (52,000)            (56,000)

Net loss per Partnership Unit                      (3)                  (3)                (3)                (3)

</TABLE>

                                                           44
<PAGE>

NOTE 4 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED), continued
---------------------------------------------------------------
<TABLE>
<CAPTION>

                                           June 30           September 30       December 31           March 31
                                        ---------------     ---------------    ---------------     ---------------

               2006
               ----
                                       <S>                 <C>               <C>                  <C>

Income                                  $        4,000      $        8,000     $            -      $            -

Operating expenses                             (55,000)            (66,000)           (99,000)            (57,000)

Equity in losses of Local Limited
   Partnerships                                (49,000)            (37,000)                 -                   -

Loss from operations                          (100,000)            (95,000)           (99,000)             (57,000)

Net loss                                      (100,000)            (95,000)           (99,000)             (57,000)

Net loss available to Limited
   Partners                                    (99,000)            (94,000)           (98,000)             (56,000)

Net loss per Partnership Unit                       (6)                 (5)                (6)                  (3)
</TABLE>


NOTE 5 - SUBSEQUENT EVENTS
--------------------------

     Subsequent to March 31, 2008, the Partnership sold its Limited  Partnership
     interests in Northwest Tulare  Associates  ("Northwest") and Jacob's Square
     ("Jacob").  Northwest  was  appraised  with a value of  $1,480,000  and the
     outstanding  mortgage debt was  $1,689,582  and Jacob was appraised  with a
     value of $1,340,000 and had an outstanding  mortgage balance of $1,511,217.
     In selling these Limited Partnership  interests,  the Partnership  received
     $20,000 for each of the Limited  Partnership  interests  in these two Local
     Limited   Partnerships.   The  total  of  $40,000  is  being  kept  in  the
     Partnerships   reserves  to  pay  the  costs   incurred   related  to  both
     dispositions and any other operating expenses of the Partnership.

                                       45

<PAGE>

Item 9.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure

NONE

Item 9A. Controls and Procedures

((a)     Disclosure controls and procedures
         ----------------------------------

          As of the end of the period covered by this report,  the Partnership's
          General Partner,  under the supervision and with the  participation of
          the Chief Executive Officer and Chief Financial Officer of Associates,
          carried out an evaluation of the  effectiveness  of the  Partnership's
          "disclosure controls and procedures" as defined in Securities Exchange
          Act of 1934 Rule  13a-15 and  15d-15.  Based on that  evaluation,  the
          Chief  Executive  Officer and Chief  Financial  Officer have concluded
          that,  as of  the  end of the  period  covered  by  this  report,  the
          Partnership's disclosure controls and procedures were not effective to
          ensure  that  material  information  required to be  disclosed  in the
          Partnership's periodic report filings with SEC is recorded, processed,
          summarized and reported within the time period  specified by the SEC's
          rules  and  forms,  consistent  with  the  definition  of  "disclosure
          controls and procedures" under the Securities Exchange Act of 1934.

          The Partnership must rely on the Local Limited Partnerships to provide
          the  Partnership  with  certain  information  necessary  to the timely
          filing  of  the  Partnership's   periodic  reports.   Factors  in  the
          accounting at the Local Limited Partnerships have caused delays in the
          provision  of such  information  during past  reporting  periods,  and
          resulted in the  Partnership's  inability to file its periodic reports
          in a timely manner.

          Once the Partnership has received the necessary  information  from the
          Local Limited Partnerships,  the Chief Executive Officer and the Chief
          Financial Officer of Associates believe that the material  information
          required to be disclosed in the Partnership's  periodic report filings
          with SEC is effectively recorded, processed,  summarized and reported,
          albeit not in a timely manner. Going forward, the Partnership will use
          the means reasonably within its power to impose procedures designed to
          obtain from the Local Limited  Partnerships the information  necessary
          to the timely filing of the Partnership's periodic reports.

(b)      Management's annual report on internal control over financial reporting
         -----------------------------------------------------------------------

          The  management of  Associates is  responsible  for  establishing  and
          maintaining  for  the  Partnership   adequate  internal  control  over
          financial reporting as that term is defined in Securities Exchange Act
          Rule 13a-15(f),  and for performing an assessment of the effectiveness
          of internal control over financial reporting as of March 31, 2008. The
          internal  control  process of  Associates,  as it is applicable to the
          Partnership,   was  designed  to  provide   reasonable   assurance  to
          Associates   regarding  the  preparation  and  fair   presentation  of
          published  financial  statements,  and  includes  those  policies  and
          procedures that:

               (1)  Pertain to the  maintenance  of records  that in  reasonable
                    detail  accurately and fairly reflect the  transactions  and
                    dispositions of the assets of the  Partnership;

               (2)  Provide reasonable  assurance that transactions are recorded
                    as necessary to permit  preparation of financial  statements
                    in accordance with generally accepted accounting  principles
                    in the United States,  and that the  Partnership's  receipts
                    and  expenditures  are being  made only in  accordance  with
                    authorization  of the  management  of  Associates;  and

               (3)  Provide reasonable  assurance regarding prevention or timely
                    detection of unauthorized acquisition, use or disposition of
                    the  Partnership's  assets that could have a material effect
                    on the financial statements.

          All internal  control  processes,  no matter how well  designed,  have
          inherent limitations. Therefore, even those processes determined to be
          effective can provide only  reasonable  assurance  with respect to the
          reliability  of  financial  statement  preparation  and  presentation.
          Further,  projections  of any  evaluation of  effectiveness  to future
          periods are subject to the risk that  controls  may become  inadequate
          because of changes in conditions or that the degree of compliance with
          the policies or procedures may deteriorate.

                                       46
<PAGE>

          Management of Associates  assessed the  effectiveness  of its internal
          control  over  financial  reporting,   as  it  is  applicable  to  the
          Partnership,  as of the end of the  Partnership's  most recent  fiscal
          year.  In making this  assessment,  it used the  criteria set forth in
          Internal  Control - Integrated  Framework  issued by the  Committee of
          Sponsoring  Organizations of the Treadway Commission (COSO).  Based on
          its  assessment,  management of  Associates  concluded  that,  for the
          reasons set forth above under  "Disclosure  controls and  procedures",
          the internal control over financial reporting,  as it is applicable to
          the  Partnership,  was not effective as of March 31, 2008. This annual
          report does not  include an  attestation  report of the  Partnership's
          independent  registered  public  accounting  firm  regarding  internal
          control over financial reporting.  Management's report was not subject
          to  attestation by the  Partnership's  independent  registered  public
          accounting  firm  pursuant to temporary  rules of the  Securities  and
          Exchange  Commission  that  permit the  Partnership  to  provide  only
          management's report in this annual report.

          For  purposes  of the  Securities  Exchange  Act  of  1934,  the  term
          "material weakness" is a deficiency, or a combination of deficiencies,
          in a reporting  company's  internal  control over financial  reporting
          such  that  there  is  a  reasonable   possibility   that  a  material
          misstatement of the company's annual or interim  financial  statements
          will not be prevented or detected on a timely  basis.  For the reasons
          discussed  above in this Item 9A,  sub-section  (a) under the  caption
          "Disclosure  Controls  and  Procedures,"  the  Partnership's  internal
          control over financial  reporting has not been effective in permitting
          timely   reporting  of  the   Partnership's   financial   information.
          Accordingly, the management of Associates believes that this inability
          to generate  timely  reports  constitutes  a material  weakness in its
          internal control over financial reporting.

(c)      Changes in internal controls
         ----------------------------

          There were no  changes  in the  Partnership's  internal  control  over
          financial  reporting that occurred  during the quarter ended March 31,
          2008 that materially  affected, or are reasonably likely to materially
          affect, the Partnership's internal control over financial reporting.


Item 9B. Other Information

NONE

PART III.

Item 10. Directors and Executive Officers of the Registrant

     (a)  Identification of Directors, (b) Identification of Executive Officers,
          ----------------------------------------------------------------------
          (c)  Identification  of  Certain  Significant  Employees,  (d)  Family
          ----------------------------------------------------------------------
          Relationships, and (e) Business Experience
          ------------------------------------------

Neither  the General  Partner  nor the  Partnership  has  directors,  executives
officers or employees of its own. The business of the  Partnership  is conducted
primarily through Associates.  Associates is a California  corporation which was
organized in 1971. The following  biographical  information is presented for the
officers and  employees of  Associates  with  principal  responsibility  for the
Partnership's affairs.

Wilfred N. Cooper, Sr.        Chairman
Wilfred N. Cooper, Jr.        President and Chief Executive Officer
David N. Shafer, Esq.         Executive Vice President
Michael J. Gaber              Executive Vice President
Sylvester P. Garban           Senior Vice President - Institutional Investments
Thomas J. Riha, CPA           Senior Vice President - Chief Financial Officer
Thomas J. Hollingsworth       Vice President - Asset Management
Gregory S. Hand               Vice President - Acquisitions
Melanie R. Wenk               Vice President - Portfolio Management & Accounting
Kay L. Cooper                 Director of WNC & Associates, Inc.
Jennifer E. Cooper            Director of WNC & Associates, Inc.

                                       47
<PAGE>

In addition to Wilfred N. Cooper,  Sr., the directors of Associates  are Wilfred
N. Cooper,  Jr., Kay L. Cooper, and Jennifer Cooper. The principal  shareholders
of Associates are a trust established by the Coopers.

Wilfred N.  Cooper,  Sr.,  age 77, is the founder  and  Chairman of the Board of
Directors of Associates,  a Director of WNC Capital  Corporation,  and a general
partner in some of the  partnerships  previously  sponsored  by  Associates  Mr.
Cooper has been actively involved in the affordable housing industry since 1968.
Previously,  during 1970 and 1971,  he was  founder and a principal  of Creative
Equity  Development  Corporation,  a predecessor of Associates,  and of Creative
Equity Corporation, a real estate investment firm. For 12 years before that, Mr.
Cooper was employed by Rockwell International  Corporation,  last serving as its
manager  of  housing  and urban  developments  where he had  responsibility  for
factory-built  housing  evaluation and project  management in urban planning and
development.  He has testified before committees of the U.S. Senate and the U.S.
House  of  Representatives  on  matters  pertaining  to the  affordable  housing
industry.  Mr.  Cooper is a Life  Director of the National  Association  of Home
Builders,  a National Trustee for NAHB's Political Action Committee,  and a past
Chairman of NAHB's Multifamily Council. He is a Director of the National Housing
Conference and a member of NHC's Board of Governors,  and a founder and Director
of the California  Housing  Consortium.  He is the husband of Kay Cooper and the
father of Wilfred N. Cooper,  Jr. Mr. Cooper  graduated  from Pomona  College in
1956 with a Bachelor of Arts degree.

Wilfred  N.  Cooper,  Jr.,  age  45,  is  President,  Chief  Executive  Officer,
Secretary,  a Director and a member of the Acquisition  Committee of Associates.
He is President and a Director of, and a registered  principal with, WNC Capital
Corporation, and is a Director and Vice President of WNC Management, Inc. He has
been involved in real estate  investment and acquisition  activities  since 1988
when he  joined  Associates.  Previously,  he  served  as a  Government  Affairs
Assistant with Honda North America in Washington, D.C. Mr. Cooper is a member of
the Editorial  Advisory  Boards of Affordable  Housing Finance and LIHTC Monthly
                                   ----------------------------    -------------
Report,  a  Steering  Member  of  the  Housing  Credit  Group  of  the  National
------
Association  of Home  Builders,  a  member  of the Tax  Policy  Council  for the
National  Trust for Historical  Preservation,  a member of the Advisory Board of
the New York State  Association  for Affordable  Housing,  a member of the Urban
Land Institute and a member of TEC  International,  a global network of business
leaders  and chief  executives.  He is the son of  Wilfred  Cooper,  Sr. and Kay
Cooper.  Mr.  Cooper  graduated  from The  American  University  in 1985  with a
Bachelor of Arts degree.

David N. Shafer,  age 56, is an Executive  Vice  President,  and a member of the
Acquisition  Committee  of  Associates,  and  a  Director,  Vice  President  and
Secretary of WNC Management,  Inc. Mr. Shafer has been active in the real estate
industry  since 1984.  Before  joining  Associates in 1990, he was engaged as an
attorney  in the private  practice  of law with a  specialty  in real estate and
taxation.  Mr. Shafer is a Director and past President of the California Council
of Affordable Housing,  and a member of the State Bar of California.  Mr. Shafer
graduated  from the  University  of  California  at Santa Barbara in 1978 with a
Bachelor of Arts degree, from the New England School of Law in 1983 with a Juris
Doctor  degree  cum  laude and from the  University  of San Diego in 1986 with a
Master of Law degree in Taxation.

Michael  J.  Gaber,  age 42, is an  Executive  Vice  President  -  Oversees  the
Originations,  Acquisitions  and Real Estate  Development  Department,  and is a
member of the  Acquisition  Committee of  Associates  and Vice  President of WNC
Management,  Inc...  Mr.  Gaber has been  involved in real  estate  acquisition,
valuation and  investment  activities  since 1989 and has been  associated  with
Associates  since  1997.  Prior to joining  Associates,  he was  involved in the
valuation and classification of major assets, restructuring of debt and analysis
of real estate  taxes with H.F.  Ahmanson & Company,  parent of Home  Savings of
America. Mr. Gaber graduated from the California State University,  Fullerton in
1991 with a Bachelor of Science degree in Business Administration - Finance.

Sylvester  P.  Garban,   age  62,  is  Senior  Vice  President  -  Institutional
Investments of Associates and registered principal with WNC Capital Corporation.
Mr. Garban has been involved in real estate  investment  activities  since 1978.
Before  joining  Associates in 1989, he served as Executive  Vice President with
MRW, Inc., a real estate development and management firm. Mr. Garban is a member
of the National  Association  of  Affordable  Housing  Lenders and the Financial
Planning Association. He graduated from Michigan State University in 1967 with a
Bachelor of Science degree in Business Administration.

Thomas J. Riha, age 53, is Senior Vice President - Chief Financial Officer and a
member of the  Acquisition  Committee  and the  Commercial  Real Estate Group of
Associates and Vice President,  Treasurer and a Director of WNC Management, Inc.
He has been involved in real estate acquisition and investment  activities since

                                       48
<PAGE>

1979.  Before joining  Associates in 1994, Mr. Riha was employed by Trust Realty
Advisor, a real estate acquisition and Management Company,  last serving as Vice
President - Operations.  He is a founding member of the Housing Credit Certified
Professional Board of Governors,  a national professional  certification program
administered  by  the  NAHB  and  the  National  Affordable  Housing  Management
Association. Mr. Riha graduated from the California State University,  Fullerton
in 1977 with a Bachelor of Arts degree cum laude in Business Administration with
a concentration in Accounting and is a Certified Public  Accountant and a member
of the American Institute of Certified Public Accountants.

Thomas J.  Hollingsworth,  CPA, age 57, is Vice President - Asset  Management of
WNC  &  Associates,   Inc.  and  oversees  WNC's  asset  management  group.  Mr.
Hollingsworth  has been  involved in real estate  acquisitions,  operations  and
syndication  of  multifamily  properties  for 25 years.  Prior to joining WNC in
2005,  he  was  the  senior  workout  specialist  at  Key  Corporation   Housing
Management,  Inc.,  a division  of Key Bank.  He has also been  responsible  for
structuring  several tax sheltered  multifamily  acquisitions during his career.
Mr. Hollingsworth  graduated from the University of Utah in 1973 with a Bachelor
of Science degree (cum laude) in Business Administration.

Gregory S. Hand, age 44, is Vice  President -  Acquisitions  and a member of the
Commercial Real Estate Group of Associates.  He is responsible for the oversight
of property  underwriting.  Mr. Hand has been involved in real estate  analysis,
development and management since 1987.  Prior to joining  Associates in 1998, he
was  a  portfolio  asset  manager  with  a  national  tax  credit  sponsor  with
responsibility  for the management of $200 million in assets.  Prior to that, he
was a finance  manager  with The Koll  Company and a financial  analyst with The
Irvine  Company.  Mr. Hand graduated  from Iowa State  University in 1987 with a
Bachelor of Business Administration degree in finance.

Melanie  R.  Wenk,  CPA,  age 41,  is  Vice  President-Portfolio  Management  of
Associates.  She is  responsible  for overseeing  institutional  and retail fund
portfolio management, including partnership accounting, SEC reporting, quarterly
and  annual  investor  reporting  and  monitoring  investment  returns  for  all
stabilized WNC  institutional  funds.  Prior to joining  Associates in 2003, Ms.
Wenk was associated as a public accountant with BDO Seidman,  LLP. She graduated
from  the  California  State  Polytechnic  University,  Pomona,  in 1999  with a
Bachelor of Science degree in accounting.

Kay L.  Cooper,  age 72, is a Director  of WNC &  Associates,  Inc.  and has not
otherwise  been engaged in business  activities  during the previous five years.
Kay Cooper was the sole proprietor of Agate 108, a manufacturer  and retailer of
home  accessory  products  from 1975 until its sale in 1998.  She is the wife of
Wilfred Cooper,  Sr. and the mother of Wilfred Cooper,  Jr. Ms. Cooper graduated
from the  University  of Southern  California in 1958 with a Bachelor of Science
degree.

Jennifer E. Cooper, age 46, is a Director of WNC & Associates,  Inc. and has not
otherwise  been engaged in business  activities  during the previous five years.
She is the wife of Wilfred Cooper, Jr. and attended the University of Texas from
1981 to 1986.

(f)  Involvement in Certain Legal Proceedings
     ----------------------------------------

     None.

(g)  Promoters and Control Persons
     -----------------------------

     Inapplicable.

(h)  Audit  Committee  Financial  Expert,  and (i)  Identification  of the Audit
     ---------------------------------------------------------------------------
     Committee
     ---------

     Neither the Partnership nor the General Partners, has an audit committee.

(j)  Changes to Nominating Procedures
     --------------------------------

     Inapplicable.

                                       49
<PAGE>

(k)  Compliance With Section 16(a) of the Exchange Act
     -------------------------------------------------

     None.

(l)  Code of Ethics
     --------------

     Associates  has  adopted  a Code  of  Ethics  which  applies  to the  Chief
     Executive  Officer and Chief Financial  Officer of Associates.  The Code of
     Ethics will be provided  without charge to any person who requests it. Such
     requests  should  be  directed  to:  Investor  Relations  at  (714)662-5565
     extension 187.

Item 11.  Executive Compensation

     The General  Partners and their  Affiliates are not permitted under Section
     5.6 of the Partnership's Agreement of Limited Partnership (the "Agreement,"
     incorporated  as Exhibit 3.1 to this  report) to receive any salary,  fees,
     profits,  distributions  or allocations  from the  Partnership or any Local
     Limited  Partnership in which the  Partnership  invests except as expressly
     allowed by the Agreement.  The compensation and other economic  benefits to
     the General  Partner and its  Affiliates  provided for in the Agreement are
     summarized below.

(a)  Compensation for Services

     For services rendered by the General Partner or an Affiliate of the General
     Partner  in  connection  with  the  administration  of the  affairs  of the
     Partnership,  the  General  Partner or any such  Affiliate  may  receive an
     annual Asset  Management Fee in an amount equal to 0.5% of Invested  Assets
     in Local  Limited  Partnerships  which  are  subsidized  under  one or more
     Federal,  state or local housing assistance programs.  The Asset Management
     Fee is payable with respect to the previous  calendar  quarter on the first
     day of each  calendar  quarter  during the year.  Accrued but unpaid  Asset
     Management Fees for any year are deferred  without interest and are payable
     in  subsequent  years from any funds  available  to the  Partnership  after
     payment of all other costs and expenses of the  Partnership,  including any
     capital  reserves then  determined  by the General  Partner to no longer be
     necessary to be retained by the Partnership, or from the proceeds of a sale
     or refinancing  of  Partnership  assets.  Fees of $203,817,  $210,084,  and
     $210,084  were  incurred  during the years ended March 31,  2008,  2007 and
     2006, respectively.  The Partnership paid the General Partners and or their
     affiliates  $178,697,  $14,376 and $23,440 of those fees during the each of
     the years ended March 31, 2008, 2007 and 2006, respectively.

     Subject to a number of terms and conditions set forth in the Agreement, the
     General  Partner and its  Affiliates  may be entitled to  compensation  for
     services  actually  rendered  or to be  rendered  in  connection  with  (i)
     selecting,   evaluating,   structuring,   negotiating   and   closing   the
     Partnership's  investments in Local Limited Partnership Interests, (ii) the
     acquisition   or   development   of   Properties   for  the  Local  Limited
     Partnerships,  or (iii) property  management  services actually rendered by
     the General Partners or their Affiliates respecting the Properties owned by
     Local Limited  Partnerships.  The  Partnership has completed its investment
     stage,  so no  compensation  for the  services in (i) or (ii) has been paid
     during  the  period  covered  by this  report  and none will be paid in the
     future.  None of the services  described in (iii) were rendered and no such
     compensation  was payable for such services  during the periods  covered by
     this report.

(b)  Operating Expenses

     Reimbursement  to a General  Partner or any of its  Affiliates of operating
     cash expenses is subject to specific  restrictions  in Section 5.3.3 of the
     Partnership's   Agreement   of  Limited   Partnership   (the   "Agreement,"
     incorporated  as  Exhibit  3.1  to  this  report).  The  Agreement  defines
     "Operating Cash Expenses" as

          " . . . the amount of cash  disbursed by the  Partnership . . . in the
          ordinary course of business for the payment of its operating expenses,
          such as expenses for management,  utilities,  repair and  maintenance,
          insurance, investor communications, legal, accounting, statistical and
          bookkeeping services, use of computing or accounting equipment, travel

                                       50
<PAGE>

          and telephone  expenses,  salaries and direct  expenses of Partnership
          employees  while  engaged  in  Partnership  business,  and  any  other
          operational  and  administrative  expenses  necessary  for the prudent
          operation of the  Partnership.  Without limiting the generality of the
          foregoing,  Operating  Cash  Expenses  shall  include fees paid by the
          Partnership  to any  General  Partner  or any  Affiliate  of a General
          Partner  permitted  by this  Agreement  and the actual  cost of goods,
          materials and administrative  services used for or by the Partnership,
          whether  incurred  by a General  Partner,  an  Affiliate  of a General
          Partner  or  a  non-Affiliated  Person  in  performing  the  foregoing
          functions. As used in the preceding sentence, actual cost of goods and
          materials  means the actual cost of goods and materials used for or by
          the  Partnership  and obtained  from  entities not  Affiliated  with a
          General Partner, and actual cost of administrative  services means the
          pro rata cost of personnel  (as if such persons were  employees of the
          Partnership)  associated  therewith,  but in no  event to  exceed  the
          Competitive amount"

     The Agreement  provides that no such  reimbursement  shall be permitted for
     services for which a General  Partner or any of its  Affiliates is entitled
     to   compensation  by  way  of  a  separate  fee.   Furthermore,   no  such
     reimbursement  is to be made  for  (a)  rent  or  depreciation,  utilities,
     capital  equipment or other such  administrative  items,  and (b) salaries,
     fringe benefits, travel expenses and other administrative items incurred or
     allocated to any "controlling person" of a General Partner or any Affiliate
     of a General Partner.  For the purposes of Section 5.3.4(ii),  "controlling
     person" includes,  but is not limited to, any person,  however titled,  who
     performs  functions  for a General  Partner or any  Affiliate  of a General
     Partner  similar  to those  of:  (1)  chairman  or  member  of the board of
     directors; (2) executive management,  such as president,  vice president or
     senior  vice  president,  corporate  secretary  or  treasurer;  (3)  senior
     management, such as the vice president of an operating division who reports
     directly to executive  management;  or (4) those  holding 5% or more equity
     interest in such General Partner or any such Affiliate of a General Partner
     or a person  having  the power to direct  or cause  the  direction  of such
     General Partner or any such Affiliate of a General Partner, whether through
     the ownership of voting securities, by contract or otherwise.

     The unpaid  operating  expenses  reimbursable to the General Partner or its
     affiliates  were  $61,930,  $3,784 and $11,954 for the year ended March 31,
     2008, 2007 and 2006,  respectively.  The Partnership reimbursed the General
     Partner or its  affiliates  for operating  expenses of $7,943,  $30,009 and
     $28,100 during the years ended March 31, 2008, 2007 and 2006, respectively.

(c)  Interest in Partnership

     The General Partner receives 1% of the  Partnership's  allocated Low Income
     Housing Tax Credits, which approximated which approximated $200, $2,200 and
     $1,900 for the General Partner in the aggregate for the tax years (calendar
     years) ended December 31, 2007,  2006 and 2005,  respectively.  The General
     Partner  is also  entitled  to receive  1% of the  Partnership's  operating
     income or losses, gain or loss from the sale of property and operating cash
     distributions. There were no distributions of operating cash to the General
     Partner  during the years ended March 31, 2008,  2007 and 2006. The General
     Partner has an interest in sale or refinancing  proceeds as follows:  after
     the  Limited  Partners  have  received a return of their  capital,  General
     Partner may receive an amount equal to its capital  contribution,  less any
     prior  distribution of such proceeds,  then the General Partner may receive
     1% and the Limited  Partners 99% of any remaining  proceeds.  There were no
     distributions  of cash to the General  Partner during the years ended March
     31, 2008, 2007 and 2006.

                                       51
<PAGE>

Item 12.  Security  Ownership of Certain  Beneficial  Owners and  Management and
Related Stockholder Matters

(a)  Securities Authorized for Issuance Under Equity Compensation Plans
     ------------------------------------------------------------------

     The  Partnership  has no  compensation  plans under which  interests in the
     Partnership are authorized for issuance.

(b)  Security Ownership of Certain Beneficial Owners
     -----------------------------------------------

     No person is known to own  beneficially  in excess of 5% of the outstanding
     Partnership Units.

(c)  Security Ownership of Management
     --------------------------------

     Neither the General Partners,  Associates,  its affiliates,  nor any of the
     officers or directors of the General Partner,  Associates or its affiliates
     own directly or beneficially any Partnership Units.

(d)  Changes in Control
     ------------------

     The  management  and control of the General  Partner and of Associates  and
     their  affiliates  may be  changed  at any time in  accordance  with  their
     respective organizational documents, without the consent or approval of the
     Limited Partners.  In addition,  the Partnership Agreement provides for the
     admission  of one or more  additional  and  successor  General  Partners in
     certain circumstances.

     First,   with  the   consent   of  any  other   General   Partners   and  a
     majority-in-interest  of the Limited  Partners,  any General  Partners  may
     designate  one or  more  persons  to be  successor  or  additional  General
     Partners. In addition,  any General Partner may, without the consent of any
     other General Partner or the Limited Partners,  (i) substitute in its stead
     as General  Partner  any  entity  which has,  by merger,  consolidation  or
     otherwise,  acquired  substantially  all  of its  assets,  stock  or  other
     evidence of equity interest and continued its business, or (ii) cause to be
     admitted to the Partnership an additional General Partner or Partners if it
     deems such  admission to be necessary or desirable so that the  Partnership
     will be classified a partnership for Federal income tax purposes.  Finally,
     a  majority-in-interest  of the Limited Partners may at any time remove the
     General Partners of the Partnership and elect a successor General Partner.


Item 13.  Certain Relationships and Related Transactions

The General Partners manage all of the Partnership's  affairs.  The transactions
with  the  General  Partners  are  primarily  in the  form of  fees  paid by the
Partnership for services rendered to the Partnership, reimbursement of expenses,
and the General Partner's interests in the Partnership,  as discussed in Item 11
and in the notes to the Partnership's financial statements.

                                       52
<PAGE>


Item 14. Principal Accountant Fees and Services

The  following  is a  summary  of  fees  paid  to  the  Partnership's  principal
independent registered public accounting firm for the years ended March 31:
<TABLE>
<CAPTION>

                                             2008                2007
                                        ---------------     ---------------
                                       <S>                 <C>

Audit Fees                              $       45,525      $       12,109
Audit-related Fees                                   -                   -
Tax Fees                                         2,755               3,000
All Other Fees                                       -                   -
                                        ---------------     ---------------
TOTAL                                   $       48,280      $       15,109
                                        ===============     ===============
</TABLE>


The  Partnership  has no Audit  Committee.  All audit services and any permitted
non-audit  services  performed  by the  Partnership's  independent  auditors are
pre-approved by the General Partner.

                                       53
<PAGE>

PART IV.

Item 15. Exhibits and Financial Statement Schedules

(a)(1)   List of Financial statements included in Part II hereof:
         --------------------------------------------------------

         Balance Sheets, March 31, 2008 and 2007
         Statements of  Operations for the years ended March 31, 2008,  2007 and
         2006
         Statements  of  Partners'  Deficit  for the years ended March 31, 2008,
         2007 and 2006
         Statements  of Cash Flows for the years ended March 31, 2008,  2007 and
         2006
         Notes to Financial Statements

(a)(2)   List of Financial statement schedules included in Part IV hereof:
         -----------------------------------------------------------------

         Schedule III - Real Estate Owned by Local Limited Partnerships

(a)(3)   Exhibits.
         ---------

3.1      Agreement  of Limited  Partnership  dated  September  15, 1988 filed as
         Exhibit  28.1 to Form 10-K  for the year  ended  December  31,  1992 is
         hereby incorporated herein by reference as Exhibit 3.1.

31.1     Certification  of the Chief Executive  Officer  pursuant to Rule 13a-14
         and  15d-14,  as  adopted  pursuant  to  section  302  of  the Sarbanes
         -Oxley Act of 2002. (filed herewith)

31.2     Certification  of the Chief Financial  Officer  pursuant to Rule 13a-14
         and  15d-14,  as  adopted  pursuant  to  section  302  of  the Sarbanes
         -Oxley Act of 2002. (filed herewith)

32.1     Section 1350, to  Certification  of the Chief Executive  Officer.
         (filed herewith)

32.2     Section 1350 Certification of the Chief Financial Officer.
         (filed herewith)

99.1     Amended  and  Restated  Agreement  of  Limited  Partnership  of  Orland
         Associates  dated  June 15,  1991  filed as  exhibit  10.1 to Form 10-K
         dated December 31, 1992 is  hereby  incorporated herein by reference as
         exhibit 99.1.

99.2     Amended  and  Restated  Agreement  of  Limited   Partnership  of  Ukiah
         Terrace a  California Limited  Partnership dated June 15, 1991 filed as
         exhibit  10.2   to  Form  10-K  dated   December  31,  1992  is  hereby
         incorporated herein by reference as exhibit 99.2.

99.3     Amended  and  Restated  Agreement of  Limited  Partnership of Northwest
         Tulare  Associates  dated  July 3, 1991  filed  as exhibit 10.3 to Form
         10-K dated December 31, 1992 is hereby incorporated herein by reference
         as exhibit 99.3.

99.4     Second  Amended  and  Restated   Agreement  of  Limited  Partnership of
         Warren  Vista,  Ltd.  dated July 15, 1991 filed as exhibit 10.4 to Form
         10-K dated December 31, 1992 is hereby incorporated herein by reference
         as exhibit 99.4.

99.5     Amended  and  Restated  Agreement  of  Limited  Partnership of Woodlake
         Garden  Apartments  dated  July 17, 1991 filed as exhibit  10.5 to Form
         10-K  dated  December  31,  1992  is  hereby  incorporated   herein  by
         reference as exhibit 99.5.

99.6     Amended  and  Restated  Agreement of  Limited  Partnership  of 601 Main

                                       54
<PAGE>

         Street  Investors dated December 22, 1991 filed as exhibit 10.6 to Form
         10-K  dated   December  31,  1992  is  hereby  incorporated  herein  by
         reference as exhibit 99.6.

99.7     Amended  and Restated  Agreement of Limited Partnership of ADI Develop-
         ment Partners dated  January 2, 1992 filed as exhibit 10.7 to Form 10-K
         dated December 31, 1992 is  hereby incorporated  herein by reference as
         exhibit 99.7.

99.8     Amended and Restated Agreement of Limited Partnership of Bayless Garden
         Apartment Investors dated January 2, 1992 filed as exhibit 10.8 to Form
         10-K dated December 31, 1992 is hereby incorporated herein by reference
         as exhibit 99.8.

99.9     Third  Amended  and Restated  Agreement of  Limited Partnership of Twin
         Pines  Apartment Associates dated January 2, 1992 filed as exhibit 10.9
         to Form 10-K dated December  31,  1992 is hereby incorporated herein by
         reference as exhibit 99.9.


99.10    Amended  and  Restate Agreement  of  Limited  Partnership of Blackberry
         Oaks, Ltd. dated January  15, 1992 filed  as exhibit 10.10 to Form 10-K
         dated  December 31, 1992 is hereby  incorporated herein by reference as
         exhibit 99.10.


99.11    Amended  and Restated Agreement  of Limited Partnership of Mecca Apart-
         ments II dated  January 15, 1992  filed  as exhibit  10.11  to Form 1-K
         dated  December 31, 1992  is hereby incorporated herein by reference as
         exhibit 99.11.


99.12    Amended and  Restated Agreement  of Limited Partnership of Silver Birch
         Limited  Partnership  dated November 23, 1992 filed as exhibit 10.12 to
         Form  10-K  dated  December  31, 1992 is hereby  incorporated herein by
         reference as exhibit 99.12.


99.13    Amended and Restated Agreement of Limited Partnership of Jacob's Square
         dated January 2, 1992 filed as exhibit 10.1 to Form 10-K dated December
         31, 1993 is  hereby incorporated  herein by reference as exhibit 99.13.

99.14    Amended and Restated Limited  Partnership  Agreement of Nevada Meadows,
         A California Limited  Partnership  as exhibit  10.2 to  Form 10-K dated
         December 31, 1993 is hereby incorporated herein by reference as exhibit
         99.14.

                                       55
<PAGE>

WNC California Housing Tax Credits II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2008
<TABLE>
<CAPTION>

                                     -----------------------------------------   ---------------------------------------------------
                                              As of March 31, 2008                                As of December 31, 2007
                                     -----------------------------------------   ---------------------------------------------------

                                                                     Mortgage
                                                        Amount of   Balances of
                                 Total Investment in   Investment      Local
Local Limited                       Local Limited         Paid        Limited              Buildings and   Accumulated     Net Book
Partnership Name   Location         Partnerships        to Date    Partnership     Land     Improvements   Depreciation      Value
------------------------------------------------------------------------------------------------------------------------------------
                                  <S>                <C>           <C>          <C>        <C>            <C>           <C>

601 Main Street    Stockton,                 -               -     $ 3,852,000   $ 80,000   $ 5,486,500    $ 3,063,000   $25,032,000
Investors (1)      California

ADI Development    Delhi,          $   699,000        $  699,000     1,153,000    108,000     1,912,000        771,000     1,249,000
Partners           California

Bayless Garden     Red Bluff,
Apartments         California         1,110,000        1,110,000     1,200,000     95,000     2,431,000      1,406,000     1,120,000
Investors

Blackberry         Lodi,                463,000          463,000     1,852,000    225,000     2,259,000        909,000     1,575,000
Oaks, Ltd          California

Jacob's            Exeter,            1,324,000        1,324,000     1,511,000    304,000     2,660,000      1,387,000     1,577,000
Square (2)         California

Mecca              Mecca,             2,200,000        2,200,000     2,447,000    259,000     4,117,000      1,400,000     2,976,000
Apartments II      California

Nevada Meadows     Grass Valley,
                   California           459,000          459,000     1,895,000    298,000     2,335,000        832,000     1,801,000

Northwest Tulare   Ivanhoe,           1,226,000        1,226,000     1,690,000    225,000     2,843,000      1.676,000     1,392,000
Associates (2)     California

Orland             Orland,              432,000          432,000     1,661,000    216,000     2,169,000        867,000     1,518,000
Associates         California

Pine Gate          Ahoskie,             272,000          272,000     1,396,000     75,000     1,975,000        656,000     1,394,000
Limited            California
Partnership
                                                                                56

</TABLE>

<PAGE>

WNC California Housing Tax Credit II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2008
<TABLE>
<CAPTION>

                                     -----------------------------------------   ---------------------------------------------------
                                              As of March 31, 2008                                As of December 31, 2007
                                     -----------------------------------------   ---------------------------------------------------

\                                                                       Mortgage
                                                        Amount of      Balances of
                                 Total Investment In   Investment        Local
Local Limited                       Local Limited         Paid          Limited            Buildings and   Accumulated     Net Book
Partnership Name   Location         Partnerships        to Date       Partnership  Land     Improvements   Depreciation      Value
------------------------------------------------------------------------------------------------------------------------------------
                                   <S>                <C>          <C>          <C>       <C>            <C>           <C>

Silver Birch       Huron,               378,000          378,000     1,296,000     75,000     1,735,000        924,000       886,000
Associates         California

Twin Pines         Groveland,
Apartments         California         1,278,000        1,278,000     1,789,000     45,000     3,348.000      1,946,000     1,446,000
Associates

Woodlake Garden    Woodlake,
Apartments         California           548,000          548,000     1,830,000    113,000     2,468,000      1,041,000     1,540,000


Yucca-Warren       Joshua Tree,         520,000          520,000     2,098,000     69,000     2,517,000        873,000     1,713,000
Vista              California      -------------     ------------  ------------ ----------    ----------   ------------  -----------
Associates
                                   $  10,909,000     $10,909,000   $25,670,000 $2,187,000  $ 38,254,000   $ 17,751,000  $ 22,690,000
                                   =============     ============  =========== ==========  ============   ============  ============

   (1) The Local Limited Partnership was sold on February 22, 2008.
   (2) These Local Limited partnerships were sold subsequent to March, 31, 2008.

                                                                                57
</TABLE>

<PAGE>

WNC California Housing Tax Credits II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2008
<TABLE>
<CAPTION>

                                     -----------------------------------------------------------------------------------------------
                                                                    For the year ended December 31, 2007
                                     -----------------------------------------------------------------------------------------------
                                                                           Year                   Estimated
                                                                         Investment                Useful
Local Limited Partnership Name            Rental Income    Net Loss       Acquired     Status    Life (Years)
------------------------------------------------------------------------------------------------------------------------------------

                                       <S>               <C>                <C>     <C>            <C>
601 Main Street Investors (1)           $    459,000      $(344,000)         1991    Completed        39

ADI Development Partners                     189,000        (33,000)         1991    Completed        40

Bayless Garden Apartments Investors          185,000       (106,000)         1992    Completed      27.5

Blackberry Oaks, Ltd.                        288,000         (8,000)         1992    Completed        40

Jacob's Square (2)                           256,000        (88,000)         1993    Completed      27.5

Mecca Apartments II                          242,000       (289,000)         1993    Completed        40

Nevada Meadows                               230,000        (26,000)         1993    Completed        40

Northwest Tulare Associates (2)              270,000       (119,000)         1991    Completed      27.5

Orland Associates                            271,000         (8,000)         1991    Completed        40

Pine Gate Limited Partnership                243,000        (35,000)         1994    Completed        50

Silver Birch Associates                      177,000        (72,000)         1992    Completed      27.5

Twin Pines Apartments Associates             194,000       (190,000)         1991    Completed      27.5

Woodlake Garden Apartments                   334,000        (14,000)         1991    Completed        40

Yucca-Warren Vista Associates, Ltd.          262,000        (88,000)         1991    Completed        50
                                             -------       --------

                                        $  3,599,000    $(1,420,000)
                                        ============    ============

   (1) The Local Limited Partnership was sold on February 22, 2008.
   (2) These Local Limited partnerships were sold subsequent to March, 31, 2008.

                                                                                58
</TABLE>

<PAGE>

WNC California Housing Tax Credits II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2007
<TABLE>
<CAPTION>

                                      -----------------------------------------   ----------------------------------------
                                                As of March 31, 2007                        As of December 31, 2006
                                      -----------------------------------------   ----------------------------------------
                                                                      Mortgage
                                                       Amount of     Balances of
                                  Local Investment     Investment      Local
Local Limited                     in Local Limited       Paid          Limited              Buildings and   Accumulated     Net Book
Partnership Name   Location         Partnerships        to Date      Partnership    Land     Improvements   Depreciation      Value
------------------------------------------------------------------------------------------------------------------------------------
                                  <S>               <C>            <C>           <C>         <C>           <C>          <C>

601 Main Street    Stockton,       $  1,656,000      $  1,656,000   $ 3,873,000   $  80,000   $ 5,484,000   $ 2,868,000  $ 2,696,000
Investors          California

ADI Development    Delhi,               699,000           699,000     1,163,000     108,000     1,892,000       720,000    1,280,000
Partners           California

Bayless Garden     Red Bluff,
Apartments         California         1,110,000         1,110,000     1,214,000      95,000     2,514,000     1,406,000    1,203,000
Investors

Blackberry         Lodi,                463,000           463,000     1,864,000     225,000     2,256,000       845,000    1,636,000
Oaks, Ltd          California

Jacob's Square     Exeter,            1,324,000         1,324,000     1,525,000     304,000     2,640,000     1,282,000    1,662,000
                   California

Mecca              Mecca,             2,200,000         2,200,000     2,459,000     259,000     4,102,000     1,300,000    3,061,000
Apartments II      California

Nevada Meadows     Grass Valley,
                   California           459,000           450.000     1,865,000     289,000     2,308,000       774,000    1,832,000


Northwest          Ivanhoe,           1,226,000         1,226,000     2,266,000     225,000     2,821,000     1,567,000    1,478,000
Tulare             California
Associates

Orland             Orland,              432,000           432,000     1,670,000     216,000     2,074,000       811,000    1,479,000
Associates         California

Pine Gate          Ahoskie,             272,000           272,000     1,405,000      75,000     1,959,000       612,000    1,422,000
Limited            California
Partnership                                                                     59

</TABLE>


<PAGE>



WNC California Housing Tax Credit II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2007
<TABLE>
<CAPTION>

                                      -----------------------------------------   ----------------------------------------
                                                As of March 31, 2007                        As of December 31, 2006
                                      -----------------------------------------   ----------------------------------------
                                                                      Mortgage
                                                       Amount of     Balances of
                                  Local Investment     Investment       Local
Local Limited                     in Local Limited       Paid          Limited              Buildings and   Accumulated     Net Book
Partnership Name   Location         Partnerships        to Date      Partnership    Land     Improvements   Depreciation      Value
------------------------------------------------------------------------------------------------------------------------------------
                                  <S>                <C>          <C>            <C>          <C>           <C>          <C>

Silver Birch       Huron,               378,000           378,000    1,304,000       75,000     1,710,000       859,000      926,000
Associated         California

Twin Pines         Groveland,
Apartments         California         1,278,000         1,278,000    1,789,000       45.000     3,335,000     1,825,000    1,555,000
Associates

Ukiah Terrace      Ukiah,               349,000           349,000    1,733,000      278,000     2,090,000     1,206,000    1,162,000
                   California

Woodlake           Woodlake,
Garden             California           548,000           548,000    1,846,000      113,000     2,468,000       977,000    1,604,000
Apartments

Yucca-Warren       Joshua Tree,
Vista              California           520,000           520,000    2,108,000       69,000     2,517,000       821,000    1,765,000
Associates                           -----------      -----------  -----------   -----------  ------------   ----------  -----------

                                   $ 12,914,000      $ 12,914,000 $ 28,084,000   $2,465,000   $40,170,000   $17,874,000  $24,761,000
                                   =============     ============ ============   ===========  ============  ============ ===========

                                                                                60
</TABLE>

<PAGE>

WNC California Housing Tax Credits II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2007
<TABLE>
<CAPTION>

                                             ---------------------------------------------------------------------------------------
                                                                    For the year ended December 31, 2006
                                             ---------------------------------------------------------------------------------------
                                                                          Year Investment              Estimated Useful
Local Limited Partnership Name        Rental Income   Net Income (Loss)      Acquired       Status       Life (Years)
------------------------------------------------------------------------------------------------------------------------------------
                                      <S>              <C>                    <C>         <C>              <C>

601 Main Street Investors              $   510,000      $  (316,000)           1991        Completed          39

ADI Development Partners                   180,000          (62,000)           1991        Completed          40

Bayless Garden Apartments Investors        198,000          (96,000)           1992        Completed        27.5

Blackberry Oaks, Ltd.                      287,000          (21,000)           1992        Completed          40

Jacob's Square                             245,000          (98,000)           1993        Completed        27.5

Mecca Apartments II                        268,000         (186,000)           1993        Completed          40

Nevada Meadows                             230,000          (50,000)           1993        Completed          40

Northwest Tulare Associates                248,000          (98,000)           1991        Completed        27.5

Orland Associates                          272,000           (6,000)           1991        Completed          40

Pine Gate Limited Partnership              243,000          (21,000)           1994        Completed          50

Silver Birch Associates                    177,000          (46,000)           1992        Completed        27.5

Twin Pines Apartments Associates           194,000         (146,000)           1991        Completed        27.5

Ukiah Terrace                              210,000          (71,000)           1991        Completed        27.5

Woodlake Garden Apartments                 322,000           18,000            1991        Completed          40

Yucca-Warren Vista Associates, Ltd.        309,000          (16,000)           1991        Completed          50
                                       -----------       ----------

                                       $ 3,893,000      $(1,215,000)
                                       ============     ============

                                                                                61
</TABLE>


<PAGE>

WNC California Housing Tax Credits II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2006
<TABLE>
<CAPTION>

                                            -----------------------------------------   -----------------------------------
                                                     As of March 31, 2006                     As of December 31, 2005
                                            -----------------------------------------   -----------------------------------
                                                                      Mortgage
                                                        Amount of    Balances of
                                 Total Investment in    Investment      Local
Local Limited                       Local Limited          Paid        Limited                Buildings and   Accumulated   Net Book
Partnership Name   Location          Partnerships        to Date      Partnership    Land     Improvements    Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
                                  <S>               <C>             <C>          <C>         <C>           <C>          <C>

601 Main Street    Stockton,       $ 1,656,000       $ 1,656,000     $ 3,894,000  $  80,000   $ 5,484,000   $ 2,673,000  $ 2,891,000
Investors          California

ADI Development    Delhi,              699,000           699,000       1,173,000    108,000     1,893,000       671,000    1,330,000
Partners           California

Bayless Garden     Red Bluff,
Apartments         California        1,110,000         1,110,000       1,226,000     95,000     2,509,000     1,314,000    1,290,000
Investors

Blackberry         Lodi,               463,000           463,000       1,875,000    225,000     2,255,000       780,000    1,700,000
Oaks, Ltd          California

Jacob's Square     Exeter,           1,324,000         1,324,000       1,538,000    304,000     2,627,000     1,178,000    1,753,000
                   California

Mecca              Mecca,            2,200,000         2,200,000       2,470,000    259,000     4,102,000     1,201,000    3,160,000
Apartments II      California

Nevada Meadows     Grass Valley,
                   California          459,000           459,000       1,877,000    298,000     2,301,000       717,000    1,882,000

Northwest Tulare   Ivanhoe,          1,226,000         1,226,000       1,706,000    225,000     2,803,000     1,462,000    1,566,000
Associates         California

Orland             Orland,             432,000           432,000       1,678,000    216,000     2,074,000       756,000    1,534,000
Associates         California

Pine Gate          Ahoskie,            272,000           272,000       1,413,000     75,000     1,959,000       560,000    1,474,000
Limited            California
Partnership                                                                     62
</TABLE>


<PAGE>

WNC California Housing Tax Credit II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2006
<TABLE>
<CAPTION>

                                            ----------------------------------------- -------------------------------------
                                                     As of March 31, 2006                     As of December 31, 2005
                                            ----------------------------------------- -------------------------------------
                                                                        Mortgage
                                                        Amount of      Balances of
                                 Total Investment in    Investment        Local
Local Limited                        Local Limited         Paid          Limited              Buildings and   Accumulated   Net Book
Partnership Name   Location          Partnerships        to Date        Partnership  Land     Improvements    Depreciation     Value
------------------------------------------------------------------------------------------------------------------------------------
                                  <S>               <C>             <C>         <C>           <C>         <C>            <C>

Silver Birch       Huron,              378,000            378,000      1,311,000     75,000     1,709,000       795,000      989,000
Associates         California

Twin Pines         Groveland,
Apartments         California        1,278,000          1,278,000      1,789,000     45,000     3,335,000     1,703,000    1,677,000
Associates

Ukiah Terrace      Ukiah,              349,000            349,000      1,740,000    278,000     2,090,000     1,128,000    1,240,000
                   California

Woodlake Garden    Woodlake,
Apartments         California          548,000            548,000      1,862,000    113,000     2,468,000       911,000    1,670,000


Yucca-Warren       Joshua Tree,
Vista              California          520,000            520,000      2,118,000     69,000     2,518,000       770,000    1,817,000
Associates                         -----------       ------------   ------------ ----------   -----------   -----------   ----------

                                   $12,914,000       $ 12,914,000   $ 27,670,000 $2,465,000   $ 40,127,000  $ 16,619,000 $25,973,000
                                   ============      ============   ============ ===========  ============  ============ ===========

                                                                                63
<PAGE>
</TABLE>

WNC California Housing Tax Credits II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2006
<TABLE>
<CAPTION>

                                             ---------------------------------------------------------------------------------------
                                                                    For the year ended December 31, 2005
                                             ---------------------------------------------------------------------------------------
                                                                          Year Investment              Estimated Useful
Local Limited Partnership Name        Rental Income   Net Income (Loss)      Acquired       Status       Life (Years)
------------------------------------------------------------------------------------------------------------------------------------
                                      <S>              <C>                    <C>         <C>               <C>

601 Main Street Investors              $   490,000      $  (334,000)           1991        Completed          39

ADI Development Partners                   164,000          (57,000)           1991        Completed          40

Bayless Garden Apartments Investors        199,000          (96,000)           1992        Completed        27.5

Blackberry Oaks, Ltd.                      288,000            2,000            1992        Completed          40

Jacob's Square                             208,000         (123,000)           1993        Completed        27.5

Mecca Apartments II                        303,000         (132,000)           1993        Completed          40

Nevada Meadows                             231,000          (99,000)           1993        Completed          40

Northwest Tulare Associates                243,000          (44,000)           1991        Completed        27.5

Orland Associates                          269,000          (34,000)           1991        Completed          40

Pine Gate Limited Partnership              236,000          (34,000)           1994        Completed          50

Silver Birch Associates                    175,000          (30,000)           1992        Completed        27.5

Twin Pines Apartments Associates           192,000         (186,000)           1991        Completed        27.5

Ukiah Terrace                              210,000          (53,000)           1991        Completed        27.5

Woodlake StateGarden Apartments            355,000           16,000            1991        Completed          40

Yucca-Warren Vista Associates, Ltd.        312,000          (14,000)           1991        Completed          50
                                        ----------      -----------

                                       $ 3,875,000      $(1,218,000)
                                       ===========      ============

                                                                                64
</TABLE>
<PAGE>

                                                              SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.


By:    WNC & Associates, Inc.,
       General Partner




       By:     /s/ Wilfred N. Cooper, Jr.
               --------------------------
               Wilfred N. Cooper, Jr.,
               President of WNC & Associates, Inc.

Date:  July 30, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.




By:    /s/ Wilfred N. Cooper, Jr.
       --------------------------
       Wilfred N. Cooper, Jr.,
       Chief Executive Officer, President and Director of WNC & Associates, Inc.
       (principal executive officer)

Date:  July 30, 2009




By:    /s/ Thomas J. Riha
       ------------------
       Thomas J. Riha,
       Senior  Vice-President  - Chief  Financial  Officer of WNC &  Associates,
       Inc.  (principal  financial  officer and  principal accounting officer)

Date:  July 30, 2009




By:    /s/ Wilfred N. Cooper, Sr.
       --------------------------
       Wilfred N. Cooper, Sr.,
       Chairman of the Board of WNC & Associates, Inc.

Date:  July 30, 2009




By:    /s/ Kay L. Cooper
       -----------------
       Kay L. Cooper
       Director of WNC & Associates, Inc.

Date:  July 30, 2009

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