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, 2009

                                       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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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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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, four
of which have been sold or otherwise disposed of as of March 31, 2009. 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
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.

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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, 2009.

As of March 31, 2008 the Partnership sold its interests in Ukiah Terrace, L.P.
and 601 Main Street Investors.

During the year ended March 31, 2009, 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.

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.

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<PAGE>

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
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:

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<PAGE>

         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 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


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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:

         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,

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         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:

         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.

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<PAGE>

         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.

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,


                                       9
<PAGE>

         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.

         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.

                                       10
<PAGE>

         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
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.

                                       11
<PAGE>

         The Partnership's accrued payables consist primarily of the asset
management fees payable to the General Partner. These accrued payables increased
by approximately $150,000, $25,000 and $196,000 for the years ended March 31,
2009, 2008 and 2007, respectively. The Partnership's future contractual cash
obligations consist solely of its obligations to pay future annual asset
management fees. These will equal approximately $142,000 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
August 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 eleven Housing Complexes for which the Partnership
had ownership during the year and as of December 31, 2008, as of the dates or
for the periods indicated:

                                       12
<PAGE>
<TABLE>
<S>     <C>

                                                                  ----------------------------- ------------------------------------
                                                                       AS OF MARCH 31, 2009              AS OF DECEMBER 31, 2008
                                                                  ----------------------------- ------------------------------------
                                                                    PARTNERSHIP'S                         ESTIMATED       MORTGAGE
                                                                  TOTAL INVESTMENT  AMOUNT OF   NUMBER  AGGREGATE LOW    BALANCES OF
        LOCAL LIMITED                           GENERAL PARTNER   IN LOCAL LIMITED INVESTMENT    OF    INCOME HOUSING  LOCAL LIMITED
      PARTNERSHIP NAME         LOCATION              NAME           PARTNERSHIPS  PAID TO DATE  UNITS   TAX CREDITS (1)  PARTNERSHIP
------------------------------------------------------------------------------------------------------------------------------------

ADI Development Partners   Delhi, California     Anthony Donovan      $ 699,000    $ 699,000      31     $1,757,000      $ 1,141,000

Bayless Garden Apartments  Red Bluff, California Douglas W. Young
Investors                                                             1,110,000    1,110,000      46      2,741,000        1,186,000

Blackberry Oaks, Ltd       Lodi, California      Bonita Homes
                                                 Incorporated           463,000      463,000      42      1,063,000        1,839,000

Mecca Apartments II        Mecca, California     Sam Jack, Jr. and
                                                 Sam Jack and
                                                 Associates           2,200,000    2,200,000      60      5,183,000        2,434,000

Nevada Meadows             Grass Valley,         Thomas G. Larson,
                           California            William H. Larson
                                                 and Raymond L.
                                                 Tetzlaff               459,000      459,000      34      1,030,000        1,840,000

Orland Associates          Orland, California    Richard E. Huffman
                                                 and Robert A. Ginno    432,000      432,000      40        972,000        1,652,000

Pine Gate Limited          Ahoskie, California   Regency Investment
Partnership                                      Associates, Inc.,
                                                 Boyd Management,
                                                 Inc. and Gordon L.
                                                 Blackwell              272,000      272,000      56        611,000        1,387,000

Silver Birch Associates    Huron, California     Philip R. Hammond,
                                                 Jr. and Diane M.
                                                 Hammond                378,000      378,000      35      1,131,000        1,288,000

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


                                                                13

<PAGE>



                                                                  ----------------------------- ------------------------------------
                                                                       AS OF MARCH 31, 2009              AS OF DECEMBER 31, 2008
                                                                  ----------------------------- ------------------------------------
                                                                    PARTNERSHIP'S                         ESTIMATED       MORTGAGE
                                                                  TOTAL INVESTMENT  AMOUNT OF   NUMBER  AGGREGATE LOW    BALANCES OF
        LOCAL LIMITED                           GENERAL PARTNER   IN LOCAL LIMITED INVESTMENT    OF    INCOME HOUSING  LOCAL LIMITED
      PARTNERSHIP NAME         LOCATION              NAME           PARTNERSHIPS  PAID TO DATE  UNITS   TAX CREDITS (1)  PARTNERSHIP
------------------------------------------------------------------------------------------------------------------------------------

Woodlake Garden Apartments Woodlake, California  David J. Michael
                                                 and Pamela J.
                                                 Michael                548,000       548,000     48       1,374,000      1,810,000

Yucca-Warren Vista         Joshua Tree,          WNC & Associates,
Associates                 California            Inc.                   520,000       520,000     50       1,251,000      2,089,000
                                                                   ------------   -----------    ---     -----------    -----------


                                                                   $ 8,359,000    $ 8,359,000    481     $20,168,000    $18,455,000
                                                                   ============   ===========   ====     ===========    ============


-----------
(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. 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.


                                                                14
<PAGE>


                                             ------------------------------------------------------------------------------
                                                               FOR THE YEAR ENDED DECEMBER 31, 2008
                                             ------------------------------------------------------------------------------
                                                                                                             LOW INCOME
                                                                                                             HOUSING TAX
                                                                                                              CREDITS
            LOCAL LIMITED                                                                                   ALLOCATED TO
          PARTNERSHIP NAME                              RENTAL INCOME                  NET LOSS              PARTNERSHIP
      ---------------------------------------------------------------------------------------------------------------------

      ADI Development Partners                         $  194,000                     $ (46,000)                    90%

      Bayless Garden Apartments Investors                 184,000                       (97,000)                    99%

      Blackberry Oaks, Ltd                                288,000                       (11,000)                    99%

      Mecca Apartments II                                 309,000                      (152,000)                    99%

      Nevada Meadows                                      230,000                       (68,000)                    99%

      Orland Associates                                   272,000                        (6,000)                    99%

      Pine Gate Limited Partnership                       249,000                       (24,000)                    99%

      Silver Birch Associates                             180,000                       (27,000)                    99%

      Twin Pines Apartments Associates                    201,000                      (170,000)                    99%

      Woodlake Garden Apartments                          333,000                        (9,000)                    95%

      Yucca-Warren Vista Associates, Ltd                  320,000                       (30,000)                    99%
                                             ---------------------      -------------------------
                                                       $2,760,000                     $(640,000)
                                             =====================      =========================



                                                      15
<PAGE>

WNC California Housing Tax Credits II, L.P.
March 31, 2009                                                                                OCCUPANCY RATES
                                                                        ------------------------------------------------------------
                                                                                              AS OF DECEMBER 31,
                                                                        ------------------------------------------------------------
        LOCAL LIMITED                                 GENERAL
      PARTNERSHIP NAME          LOCATION            PARTNER NAME           2008         2007         2006         2005         2004
------------------------------------------------------------------------------------------------------------------------------------

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

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

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

Blackberry Oaks, Ltd          Lodi, California     Bonita Homes
                                                   Incorporated            98%           100%        100%          100%        100%

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

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

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

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

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


                                                                16
<PAGE>

WNC California Housing Tax Credits II, L.P.
March 31, 2009                                                                                OCCUPANCY RATES
                                                                        ------------------------------------------------------------
                                                                                              AS OF DECEMBER 31,
                                                                        ------------------------------------------------------------
        LOCAL LIMITED                                 GENERAL
      PARTNERSHIP NAME          LOCATION            PARTNER NAME           2008         2007         2006         2005         2004
------------------------------------------------------------------------------------------------------------------------------------

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

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

Twin Pines Apartments         Groveland,           Donald S. Kavanagh
Associates                    California           and John N. Brezzo      92%           100%         95%          100%         97%

Ukiah Terrace                 Ukiah, California    Thomas G. Larson,
                                                   William H. Larson
                                                   and Raymond L.
                                                   Tetzlaff                N/A            N/A        100%          100%        100%

Woodlake Garden Apartments    Woodlake, California David J. Michael
                                                   and Pamela J.
                                                   Michael                 92%           100%         94%           88%         88%

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

                                                                           97%           96%          94%          96%          96%
                                                                           ===           ====         ===          ====         ===

N/A - The Partnership sold its interest in the Local Limited Partnership prior
to the respective year end.

</TABLE>

                                                                17
<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, 2009, there were 1,225 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, 2009, 2008 and 2007 the Partnership made cash
     distributions to the Limited Partners of $0, $376,126 and $0, respectively,
     which equated to $0, $21.22 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, 2009.

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>
                                                           FOR THE YEARS ENDING MARCH 31,
                                 ------------------------------------------------------------------------------------

                                      2009             2008              2007             2006             2005
                                 ---------------   --------------   ---------------   -------------   ---------------
<S>                              <C>               <C>              <C>               <C>             <C>
ASSETS
Cash                             $       48,958    $      52,219    $       80,667    $    106,445    $      183,262
Investments in Local Limited
  Partnerships, net                           -                -                 -               -            86,215
                                 ---------------   --------------   ---------------   -------------   ---------------

       Total Assets              $       48,958    $      52,219    $       80,667    $    106,445    $      269,477
                                 ===============   ==============   ===============   =============   ===============

LIABILITIES
Accrued fees and expenses due
  to General Partner and
  affiliates                     $    2,782,773    $   2,655,974    $    2,572,708    $  2,384,670   $     2,197,622

PARTNERS' DEFICIT                    (2,733,815)      (2,603,755)       (2,492,041)     (2,278,225)       (1,928,145)
                                 ---------------   --------------   ---------------   -------------   ---------------

       Total Liabilities and
       Partners' Deficit         $       48,958    $      52,219    $       80,667    $    106,445    $      269,477
                                 ===============   ==============   ===============   =============   ===============

                                                           19
<PAGE>

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

                                                                FOR THE YEARS ENDED
                                                                     MARCH 31,
                                -------------------------------------------------------------------------------------

                                    2009              2008              2007             2006              2005
                                --------------    -------------     -------------    --------------    --------------
Loss  from operations            $  (170,095)      $  (276,458)      $  (214,243)      $  (264,592)      $(1,302,773)
(Note 1)
Equity in losses of Local
  Limited Partnerships                    --                --                --           (86,213)         (386,175)
Gain on sale of Local                      0                 3
Limited Partnership                    40,00            540,70                --                --                --
Interest income                           35               167               427               725               654
                                 -----------       -----------       -----------       -----------       -----------
NET INCOME (LOSS)                $  (130,060)      $   264,412       $  (213,816)      $  (350,080)      $(1,688,294)
                                 ===========       ===========       ===========       ===========       ===========

NET INCOME (LOSS) ALLOCATED
TO:

   General Partner               $    (1,301)      $     2,644       $    (2,138)      $    (3,501)      $   (16,882)
                                 ===========       ===========       ===========       ===========       ===========
Limited Partners                 $  (128,759)      $   261,768       $  (211,678)      $  (346,579)      $(1,671,412)
                                 ===========       ===========       ===========       ===========       ===========
NET INCOME (LOSS) PER
  PARTNERSHIP UNIT               $     (7.26)      $     14.77       $    (11.95)      $    (19.55)      $    (94.29)
                                 ===========       ===========       ===========       ===========       ===========
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, 2009, 2008, 2007,
2006, and 2005 includes a charge for impairment losses on investment in Local
Limited Partnerships of $0, $0, $0, $0, and $1,054,476, respectively.

                                                      FOR THE YEARS ENDED MARCH 31,
                               -------------------------------------------------------------------------

                                  2009            2008           2007            2006            2005
                               ---------       ---------       ---------       ---------       ---------
NET CASH PROVIDED BY
 (USED IN):
   Operating activities        $ (43,261)      $(193,025)      $ (25,778)      $ (76,817)      $ (26,714)
   Investing activities           40,000         540,703              --              --           3,100
    Financing activities              --        (376,126)             --              --              --
                               ---------       ---------       ---------       ---------       ---------
NET CHANGE IN CASH                (3,261)        (28,448)        (25,778)        (76,817)        (23,614)

CASH, BEGINNING OF PERIOD         52,219          80,667         106,445         183,262         206,876
                               ---------       ---------       ---------       ---------       ---------

CASH, END OF PERIOD            $  48,958       $  52,219       $  80,667       $ 106,445       $ 183,262
                               =========       =========       =========       =========       =========

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

                                      2008           2007           2006          2005        2004
                                   ------------   ------------   -----------    ---------   ----------

Federal                            $         -    $         1    $       12   $       10    $      33

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

Total                              $         -    $         1    $       12   $       10    $      33
                                   ============   ============   ===========  ===========   ==========

</TABLE>

                                                           20
<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 United 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
zero. As soon as the investment balance reaches zero, the related costs of
acquiring the investment are impaired.

                                       21
<PAGE>

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

                                       22
<PAGE>

control is obtained, the acquiring company must measure and record all of the
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.

In April 2009, the FASB issued FSP 107-1 and APB 28-1 "Interim Disclosures about
Fair Value of Financial Instruments." The FSP requires disclosure about the
method and significant assumptions used to establish the fair value of financial
instruments for interim reporting periods as well as annual statements. The FSP
is effective for the Partnership as of June 30, 2009 and will not impact the
Partnership's financial condition or results of operations.

In May 2009, the FASB issued SFAS No. 165, "Subsequent Events." This standard
incorporates into authoritative accounting literature certain guidance that
already existed within generally accepted auditing standards, with the
requirements concerning recognition and disclosure of subsequent events
remaining essentially unchanged. This guidance addresses events which occur
after the balance sheet date but before the issuance of financial statements.
Under SFAS No.165, as under previous practice, an entity must record the effects
of subsequent events that provide evidence about conditions that existed at the
balance sheet date and must disclose but not record the effects of subsequent
events which provide evidence about conditions that did not exist at the balance
sheet date. This standard added an additional required disclosure relative to
the date through which subsequent events have been evaluated and whether that is
the date on which the financial statements were issued. SFAS No. 165 is
effective for periods ending after June 15, 2009. The adoption of SFAS No. 165
is not expected to have a material impact on the Partnership's financial
condition or results of operations.

                                       23
<PAGE>

CERTAIN RISKS AND UNCERTAINTIES

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

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
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, 2009 consisted of $49,000 in cash.
Liabilities at March 31, 2009 consisted of $2,744,000 of accrued asset
management fees and $39,000 in advances due to the General Partners. (See
"Future Contractual Cash Obligations' below).

RESULTS OF OPERATIONS

YEAR ENDED MARCH 31, 2009 COMPARED TO YEAR ENDED MARCH 31, 2008 The
Partnership's net loss for the year ended March 31, 2009 was $(130,000),
reflecting a decrease of $(394,000) from the net income of $264,000 experienced
for the year ended March 31, 2008. The increase in net loss 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 only $40,000 gain on sale of Local Limited
Partnerships for the year ended March 31, 2009, which had a net effect of an
increase of $(501,000). 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 fees decreased by $39,000 for the year ended March 31, 2009.
This decrease is due to the fact that the fees are calculated based on the value
of the invested assets, which decreased due to the sale of two Local Limited
Partnerships in the current year. Legal and accounting expenses also decreased
by $54,000 due to the timing of the accounting and legal work being performed.
During the year ended March 31, 2009 there were no advances made to Local
Limited Partnerships compared to $(17,000) in advances made to a Local Limited
Partnership which was also reserved in full during the year ended March 31,
2008. The net difference of the reserves was the reason that bad debt decreased
by $(17,000). The advances made to the troubled Local Limited Partnerships can
vary each year depending on the operations of the individual Local Limited
Partnerships. Appraisal expenses increased by $(14,000) due to the Partnership
selling its Limited Partnership interests in two Local Limited Partnerships in
the current year. The appraisal expenses were incurred by the Partnership in the
current year compared to the two dispositions in the prior year where the
appraisal expenses were incurred by the Local General Partners. The reporting
fees decreased by $(3,000) and the distribution income increased by $11,000 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, 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,


                                       24
<PAGE>

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.

LIQUIDITY AND CAPITAL RESOURCES

YEAR ENDED MARCH 31, 2009 COMPARED TO YEAR ENDED MARCH 31, 2008 The net decrease
in cash during the year ended March 31, 2009 was $(3,000) compared to the net
decrease in cash for the year ended March 31, 2008 of $(28,000), resulting in a
net decrease in cash used of $25,000. During the year ended March 31, 2008 the
Partnership paid a distribution to the Limited Partners of $(376,000) compared
to no distributions paid during the year ended March 31, 2009, which accounted
for a decrease in cash used by the Partnership of $376,000 at March 31, 2009.
That increase was partially offset by the decrease of $(501,000) in proceeds
received by the Partnership as a result of the dispositions of Local Limited
Partnerships during the year ended March 31, 2008, compared to the year ended
March 31, 2009. The Partnership made no advances to troubled Local Limited
Partnerships during the year ended March 31, 2009 compared to $(17,000) that was
advanced during the year ended March 31, 2008, which accounted for $17,000 of
the increase in cash. There was a $9,000 increase in cash due to increased
reporting fees and distribution income. During the year ended March 31, 2009 the
Partnership paid the General Partner or an affiliate $(15,000) in accrued asset
management fees compared to $(179,000) paid during the year ended March 31,
2008. The Partnership paid $164,000 more in asset management fees during the
year ended March 31, 2008 due to the greater amount of proceeds received from
the disposition of Local Limited Partnerships, compared to the year ended March
31, 2009. During the year ended March 31, 2009 the Partnership reimbursed the
General Partner or an affiliate $(50,000) for operating expenses that were paid
on behalf of the Partnership compared to $(8,000) during the year ended March
31, 2008.

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 the 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.

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, 2009 and 2008. The Partnership's original
investment in the Local Limited Partnership approximated $1,278,000. Through
December 31, 2008, 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, 2008 and 2007, the assets on the books and records of the
Local Limited Partnership totaled $1,512,000 and $1,617,000, respectively.
Further at December 31, 2008 and 2007, the liabilities on the books and record
of the Local Limited Partnership totaled $3,152,000 and $3,087,000,
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 $127,000, $83,000, and
$188,000 for the years ended March 31, 2009, 2008 and 2007, 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 August 31, 2010.

                                       25
<PAGE>

FUTURE CONTRACTUAL CASH OBLIGATIONS

The following table summarizes the Partnership's future contractual cash
obligations as of March 31, 2009:

<TABLE>
                               2010         2011         2012         2013        2014       THEREAFTER     TOTAL
                            ----------   ----------   ----------   ----------   ----------   ----------   ----------

<S>                         <C>          <C>          <C>          <C>          <C>          <C>          <C>
Asset management fees (1)   $2,886,517   $  142,208   $  142,208   $  142,208   $  142,208   $5,119,488   $8,574,837
                            ----------   ----------   ----------   ----------   ----------   ----------   ----------
Total contractual cash
   obligations              $2,886,517   $  142,208   $  142,208   $  142,208   $  142,208   $5,119,488   $8,574,837
                            ==========   ==========   ==========   ==========   ==========   ==========   ==========

------------
(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, 2009 have been included in the 2010 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.
</TABLE>

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.

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


                                       26
<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, 2009 and 2008,  and the related  statements of  operations,  partners'
deficit  and cash  flows for each of the years in the  three-year  period  ended
March 31, 2009. 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 it 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, 2009 and
2008, and the results of its operations and its cash flows for each of the years
in the  three-year  period ended March 31, 2009, 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
August 11, 2009



<PAGE>
<TABLE>

                             WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                                 (A CALIFORNIA LIMITED PARTNERSHIP)

                                           BALANCE SHEETS



                                                                           MARCH 31,
                                                                 --------------------------

                                                                     2009           2008
                                                                 -----------    -----------
<S>                                                              <C>            <C>
ASSETS

Cash                                                             $    48,958    $    52,219
Investments in Local Limited Partnerships, net (Notes 2 and 3)            --             --
                                                                 -----------    -----------

    Total Assets                                                 $    48,958    $    52,219
                                                                 ===========    ===========

LIABILITIES AND PARTNERS' DEFICIT

Liabilities:
   Accrued fees and expenses due to General Partner and
     affiliates (Note 3)                                         $ 2,782,773    $ 2,655,974
                                                                 -----------    -----------

Partners' deficit:
    General Partner                                                 (188,838)      (187,537)
    Limited Partners (20,000 Partnership Units authorized;
     17,726 Partnership Units issued and outstanding)             (2,544,977)    (2,416,218)
                                                                 -----------    -----------

      Total Partners' Deficit                                     (2,733,815)    (2,603,755)
                                                                 -----------    -----------

             Total Liabilities and Partners' Deficit             $    48,958    $    52,219
                                                                 ===========    ===========


                           See accompanying notes to financial statements

                                            28
<PAGE>

                                    WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                                        (A CALIFORNIA LIMITED PARTNERSHIP)

                                             STATEMENTS OF OPERATIONS


                                                          FOR THE YEARS ENDED MARCH 31,
                                              -----------------------------------------------------

                                                    2009               2008               2007
                                              ---------------    ---------------    ---------------

Distribution income                           $        18,854    $         7,433    $         9,283
Reporting fees                                          3,200              5,806              8,896
                                              ---------------    ---------------    ---------------

Total income                                           22,054             13,239             18,179
                                              ---------------    ---------------    ---------------

Operating expenses:
   Asset management fees (Note 3)                     165,245            203,817            210,084
   Legal and accounting                                 5,739             60,015             15,109
    Write off of advances to Local Limited
        Partnerships                                       --             16,412                 --
    Appraisal expenses                                 14,450                 --                 --
   Other                                                6,715              9,453              7,229
                                              ---------------    ---------------    ---------------

    Total operating expenses                          192,149            289,697            232,422
                                              ---------------    ---------------    ---------------

Loss from operations                                 (170,095)          (276,458)          (214,243)

Gain on sale of investment in Local Limited
   Partnerships                                        40,000            540,703                 --

Interest income                                            35                167                427
                                              ---------------    ---------------    ---------------

Net income (loss)                             $      (130,060)   $       264,412    $      (213,816)
                                              ===============    ===============    ===============

Net income (loss) allocated to:
   General Partner                            $        (1,301)   $         2,644    $        (2,138)
                                              ===============    ===============    ===============

   Limited Partners                           $      (128,759)   $       261,768    $      (211,678)
                                              ===============    ===============    ===============

Net income (loss) per Partnership Unit        $         (7.26)   $         14.77    $        (11.95)
                                              ===============    ===============    ===============

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

                                See accompanying notes to financial statements

                                                      29
<PAGE>


                        WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                            (A CALIFORNIA LIMITED PARTNERSHIP)

                              STATEMENTS OF PARTNERS' DEFICIT

                    FOR THE YEARS ENDED MARCH 31, 2009, 2008, AND 2007


                                           GENERAL           LIMITED
                                           PARTNER          PARTNERS            TOTAL
                                         -----------       -----------       -----------

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)

Net loss                                      (1,301)         (128,759)         (130,060)
                                         -----------       -----------       -----------

Partners' deficit at March 31, 2009      $  (188,838)      $(2,544,977)      $(2,733,815)
                                         ===========       ===========       ===========

                      See accompanying notes to financial statements

                                            30
<PAGE>

                                    WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                                        (A CALIFORNIA LIMITED PARTNERSHIP)

                                             STATEMENTS OF CASH FLOWS

                                                                  FOR THE YEARS ENDED MARCH 31,
                                                            -----------------------------------------

                                                               2009            2008            2007
                                                            ---------       ---------       ---------

Cash flows from operating activities:
  Net income (loss)                                         $(130,060)      $ 264,412       $(213,816)
  Adjustments to reconcile net income (loss) to
  net cash used in operating activities:
     Advances made to Local Limited Partnerships                   --         (16,412)             --
     Write off of advances made to Local Limited
         Partnerships                                              --          16,412              --
     Change in accrued fees and expenses due to
         General Partner and affiliates                       126,799          83,266         188,038
    Gain on sale of investments in Local Limited
         Partnerships                                         (40,00)        (540,703)             --
                                                            ---------       ---------       ---------

Net cash used in operating activities                         (43,261)       (193,025)        (25,778)
                                                            ---------       ---------       ---------

Cash flows from investing activities:
   Proceeds from sale of investments in Local Limited
         Partnerships                                          40,000         540,703              --
                                                            ---------       ---------       ---------

             Net cash provided by investing activities         40,000         540,703              --
                                                            ---------       ---------       ---------

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

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

Net decrease in cash                                           (3,261)        (28,448)        (25,778)

Cash, beginning of period                                      52,219          80,667         106,445
                                                            ---------       ---------       ---------

Cash, end of period                                         $  48,958       $  52,219       $  80,667
                                                            =========       =========       =========

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

                           See accompanying notes to financial statements

                                                 31
<PAGE>

                   WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                          NOTES TO FINANCIAL STATEMENTS

               FOR THE YEARS ENDED MARCH 31, 2009, 2008, AND 2007

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.

                                       32
<PAGE>

                   WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                FOR THE YEARS ENDED MARCH 31, 2009, 2008 AND 2007


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

The Local Limited Partnerships may be unable to sell 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 Partnership'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.

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.

                                       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, 2009, 2008 AND 2007


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 August 31, 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, 2009.

During the year ended March 31, 2008, the Partnership sold the Housing Complex
of a Local Limited Partnership, Ukiah Terrace, a California limited partnership,
("Ukiah") for disposition. Ukiah owned the Ukiah Terrace Apartments (the "Ukiah
Property") located in Ukiah, California.

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.

During the year ended March 31, 2008, the Partnership sold the Housing Complex
of another Local Limited Partnership, 601 Main Street ("601") on February 22,
2008. 601 owns the Phoenix House Apartments ("601 Property") located in
Stockton, California. 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.

During the year ended March 31, 2009, 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


                                       34
<PAGE>

                   WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                FOR THE YEARS ENDED MARCH 31, 2009, 2008 AND 2007


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

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.

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 United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and


                                       35
<PAGE>

                   WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                FOR THE YEARS ENDED MARCH 31, 2009, 2008 AND 2007


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

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,
2009 and 2008, 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.

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


                                       36
<PAGE>

                   WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                FOR THE YEARS ENDED MARCH 31, 2009, 2008 AND 2007


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

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
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

                                       37
<PAGE>

                   WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                FOR THE YEARS ENDED MARCH 31, 2009, 2008 AND 2007


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

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.

In April 2009, the FASB issued FSP 107-1 and APB 28-1 "Interim Disclosures about
Fair Value of Financial Instruments." The FSP requires disclosure about the
method and significant assumptions used to establish the fair value of financial
instruments for interim reporting periods as well as annual statements. The FSP
is effective for the Partnership as of June 30, 2009 and will not impact the
Partnership's financial condition or results of operations.

In May 2009, the FASB issued SFAS No. 165, "Subsequent Events." This standard
incorporates into authoritative accounting literature certain guidance that
already existed within generally accepted auditing standards, with the
requirements concerning recognition and disclosure of subsequent events
remaining essentially unchanged. This guidance addresses events which occur
after the balance sheet date but before the issuance of financial statements.
Under SFAS No.165, as under previous practice, an entity must record the effects
of subsequent events that provide evidence about conditions that existed at the
balance sheet date and must disclose but not record the effects of subsequent
events which provide evidence about conditions that did not exist at the balance
sheet date. This standard added an additional required disclosure relative to
the date through which subsequent events have been evaluated and whether that is
the date on which the financial statements were issued. SFAS No. 165 is
effective for periods ending after June 15, 2009. The adoption of SFAS No. 165
is not expected to have a material impact on the Partnership's financial
condition or results of operations.

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, 2009 and 2008, the Partnership owns Local Limited Partnership
interests in 11 and 13 Local Limited Partnerships, respectively. As of March 31,
2009 and 2008, these Local Limited Partnership's own one Housing Complex
consisting of an aggregate of 481 and 580 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, 2009 and 2008, are approximately $2,826,000 and
$6,129,000 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
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, 2009, 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, 2009, 2008 and 2007, amounting
to approximately $634,000, $1,405,000 and $1,084,000, respectively, have not
been recognized. As of March 31, 2009, the aggregate share of net losses not
recognized by the Partnership amounted to $4,457,000.

                                       38
<PAGE>

                   WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                FOR THE YEARS ENDED MARCH 31, 2009, 2008 AND 2007


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

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>
                             COMBINED CONDENSED BALANCE SHEETS

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

BUILDINGS AND IMPROVEMENTS (NET OF ACCUMULATED
   DEPRECIATION FOR 2008 AND 2007 OF  $12,413,000 AND
   $17,751,000, RESPECTIVELY)                                  $ 15,183,000       $ 20,503,000
LAND                                                              1,578,000          2,187,000
OTHER ASSETS                                                      2,703,000          3,099,000
                                                               ------------       ------------

     TOTAL ASSETS                                              $ 19,464,000       $ 25,789,000
                                                               ============       ============

LIABILITIES

MORTGAGE LOANS PAYABLE                                         $ 18,455,000       $ 25,670,000
DUE TO RELATED PARTIES                                              645,000          1,122,000
OTHER LIABILITIES                                                 2,997,000          5,594,000
                                                               ------------       ------------

     TOTAL LIABILITIES                                           22,097,000         32,386,000
                                                               ------------       ------------

PARTNERS'EQUITY (DEFICIT)

WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.                      (2,826,000)        (6,129,000)
OTHER PARTNERS                                                      193,000           (468,000)
                                                               ------------       ------------

     TOTAL PARTNERS' EQUITY (DEFICIT)                            (2,633,000)        (6,597,000)
                                                               ------------       ------------

         TOTAL LIABILITIES AND PARTNERS' EQUITY (DEFICIT)      $ 19,464,000       $ 25,789,000
                                                               ============       ============


                                       39
<PAGE>

                   WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                FOR THE YEARS ENDED MARCH 31, 2009, 2008 AND 2007


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


                             COMBINED CONDENSED STATEMENTS OF OPERATIONS

                                                        2008              2007               2006
                                                     -----------       -----------       -----------

REVENUES                                             $ 2,889,000       $ 3,734,000       $ 4,050,000
                                                     -----------       -----------       -----------

EXPENSES:
  OPERATING EXPENSES                                   2,161,000         3,151,000         3,123,000
  INTEREST EXPENSE                                       533,000           769,000           839,000
  DEPRECIATION AND AMORTIZATION                          835,000         1,234,000         1,303,000
                                                     -----------       -----------       -----------

   TOTAL EXPENSES                                      3,529,000         5,154,000         5,265,000
                                                     -----------       -----------       -----------

  NET OPERATING  LOSS                                $  (640,000)       (1,420,000)       (1,215,000)
                                                      -----------       -----------       -----------


 NET INCOME (LOSS) ALLOCABLE TO THE PARTNERSHIP      $  (634,000)      $(1,405,000)      $(1,084,000)
                                                     ===========       ===========       ===========

NET INCOME (LOSS) RECORDED BY THE PARTNERSHIP        $        --       $        --       $        --
                                                     ===========       ===========       ===========
</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, 2009 and 2008. The Partnership's original investment in
the Local Limited Partnership approximated $1,278,000. Through December 31,
2008, 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, 2008 and 2007,
the assets on the books and records of the Local Limited Partnership totaled
$1,512,000 and $1,617,000, respectively. Further at December 31, 2008 and 2007,
the liabilities on the books and record of the Local Limited Partnership totaled
$3,152,000 and $3,087,000, 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.


                                       40
<PAGE>

                   WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                FOR THE YEARS ENDED MARCH 31, 2009, 2008 AND 2007


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 Assets" 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 $165,245, $203,817 and $210,084 were
          incurred during the years ended March 31, 2009, 2008 and 2007,
          respectively, of which $15,000, $178,697 and $14,376 was paid during
          the years ended March 31, 2009, 2008 and 2007, 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 $50,350, $7,943 and $30,009
          during the years ended March 31, 2009, 2008 and 2007, respectively.

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

                                                              MARCH 31,
                                                     ---------------------------

                                                        2009            2008
                                                     ----------      ----------

Expenses paid by the General Partner
   or an affiliate on behalf of the Partnership      $   38,484      $   61,930

Asset management fee payable                          2,744,289       2,594,044
                                                     ----------      ----------

Total                                                $2,782,773      $2,655,974
                                                     ==========      ==========

The General Partner 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.

                                       41
<PAGE>

                   WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                FOR THE YEARS ENDED MARCH 31, 2009, 2008 AND 2007


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

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

                                   JUNE 30      SEPTEMBER 30    DECEMBER 31     MARCH 31
                                 ----------     ------------    -----------   ------------
<S>                                <C>            <C>            <C>            <C>
               2009
               ----

Income                             $  6,000       $  5,000       $  7,000       $  4,000

Operating expenses                  (46,000)       (43,000)       (61,000)       (42,000)

Loss from operations                (40,000)       (38,000)       (54,000)       (38,000)

Gain on sale of
Local
      Limited Partnerships               --             --         40,000             --

Net loss                            (40,000)       (38,000)       (14,000)       (38,000)

Net loss available to Limited
     Partners                       (40,000)       (38,000)       (14,000)       (37,000)

Net loss per Partnership Unit            (2)            (2)            (1)            (2)


                                     JUNE 30      SEPTEMBER 30    DECEMBER 31      MARCH 31
                                   ----------     ------------    -----------    ------------

               2008
               ----

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 Partnerships                --         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)


                                       42
<PAGE>

                   WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                FOR THE YEARS ENDED MARCH 31, 2009, 2008 AND 2007



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

                                    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>

                                       43
<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, 2009. 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.

                                       44
<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, 2009. 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,
         2009 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.

                                       45
<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 54, 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


                                       46
<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 Polytechnic State 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.

                                       47
<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 $165,245, $203,817, and
     $210,084 were incurred during the years ended March 31, 2009, 2008 and
     2007, respectively. The Partnership paid the General Partners or their
     affiliates $15,000, $178,697 and $14,376 of those fees during each of the
     years ended March 31, 2009, 2008 and 2007, 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 and
                  telephone expenses, salaries and direct expenses of


                                       48
<PAGE>

                  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 $38,484, $61,930 and $3,784 for the year ended March 31,
     2009, 2008 and 2007, respectively. The Partnership reimbursed the General
     Partner or its affiliates for operating expenses of $50,350, $7,943 and
     $30,009 during the years ended March 31, 2009, 2008 and 2007, respectively.

(c)  Interest in Partnership

     The General Partner receives 1% of the Partnership's allocated Low Income
     Housing Tax Credits, which approximated $0, $200 and $2,200 for the General
     Partner in the aggregate for the tax years (calendar years) ended December
     31, 2008, 2007 and 2006, 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, 2009, 2008 and 2007. 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, 2009, 2008 and 2007.

                                       49
<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.

                                       50
<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:

                                             2009                2008
                                        ---------------     ---------------

Audit Fees                              $            -      $       45,525
Audit-related Fees                                   -                   -
Tax Fees                                         2,890               2,755
All Other Fees                                       -                   -
                                        ---------------     ---------------
TOTAL                                   $        2,890      $       48,280
                                        ===============     ===============


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.


                                       51
<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, 2009 and 2008
         Statements of Operations for the years ended March 31, 2009, 2008 and
           2007
         Statements of Partners' Deficit for the years ended March 31, 2009,
           2008 and 2007
         Statements of Cash Flows for the years ended March 31, 2009, 2008 and
           2007
         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 Yucca
         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
         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.

                                       52
<PAGE>

99.7     Amended and Restated Agreement of Limited Partnership of ADI
         Development 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 Restated 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
         Apartments II dated January 15, 1992 filed as exhibit 10.11 to Form
         10-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.

                                       53
<PAGE>
<TABLE>
<S>     <C>

WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
SCHEDULE III
REAL ESTATE OWNED BY LOCAL LIMITED PARTNERSHIPS
MARCH 31, 2009

                                                --------------------    ------------------------------------------------------------
                                                AS OF MARCH 31, 2009                      AS OF DECEMBER 31, 2008
--------------------------------------------------------------------    ------------------------------------------------------------
                                                TOTAL        AMOUNT     MORTGAGE
                                                INVESTMENT   OF         BALANCES
                                                IN LOCAL     INVESTMENT OF LOCAL                BUILDINGS
LOCAL LIMITED                                   LIMITED      PAID       LIMITED                 &           ACCUMULATED   NET BOOK
PARTNERSHIP NAME        LOCATION                PARTNERSHIPS TO DATE    PARTNERSHIPS  LAND      EQUIPMENT   DEPRECIATION  VALUE
------------------------------------------------------------------------------------------------------------------------------------

ADI Development
 Partners              Delhi, California       $  699,000   $ 699,000    $ 1,141,000  $108,000  $ 1,923,000  $ 822,000 $  1,209,000

Bayless Garden
 Apartments Investors  Red Bluff,
                       California                1,110,000   1,110,000     1,186,000    95,000    2,437,000  1,498,000    1,034,000

Blackberry Oaks, Ltd   Lodi, California            463,000     463,000     1,839,000   225,000    2,346,000    972,000    1,599,000

Mecca Apartments II    Mecca, California         2,200,000   2,200,000     2,434,000   259,000    4,152,000  1,505,000    2,906,000

Nevada Meadows         Grass Valley,
                       California                  459,000     459,000     1,840,000   298,000    2,361,000    890,000    1,769,000

Orland Associates      Orland, California          432,000     432,000     1,652,000   216,000    2,185,000    926,000    1,475,000

Pine Gate Limited
 Partnership           Ahoskie, California         272,000     272,000     1,387,000    75,000    1,975,000    709,000    1,341,000


                                                                54
<PAGE>

WNC CALIFORNIA HOUSING TAX CREDIT II, L.P.
SCHEDULE III
REAL ESTATE OWNED BY LOCAL LIMITED PARTNERSHIPS
MARCH 31, 2009


                                                --------------------    ------------------------------------------------------------
                                                AS OF MARCH 31, 2009                      AS OF DECEMBER 31, 2008
--------------------------------------------------------------------    ------------------------------------------------------------
                                                TOTAL        AMOUNT     MORTGAGE
                                                INVESTMENT   OF         BALANCES
                                                IN LOCAL     INVESTMENT OF LOCAL                BUILDINGS
LOCAL LIMITED                                   LIMITED      PAID       LIMITED                 &           ACCUMULATED   NET BOOK
PARTNERSHIP NAME        LOCATION                PARTNERSHIPS TO DATE    PARTNERSHIPS  LAND      EQUIPMENT   DEPRECIATION  VALUE
------------------------------------------------------------------------------------------------------------------------------------

Silver Birch            Huron,
 Associates             California              378,000      378,000     1,288,000      75,000    1,737,000      991,000     821,000


Twin Pines              Groveland,
 Apartments Associates  California            1,278,000    1,278,000     1,789,000      45,000    3,415,000    2,067,000   1,393,000


Woodlake Garden         Woodlake,
 Apartments             California              548,000      548,000     1,810,000     113,000    2,496,000    1,105,000   1,504,000


Yucca-Warren Vista      Joshua Tree,
 Associates             California              520,000      520,000     2,089,000      69,000    2,569,000      928,000   1,710,000
                                             ----------   ----------  ------------  ----------  -----------  ----------- -----------

                                             $8,359,000   $8,359,000  $ 18,455,000  $1,578,000  $27,596,000  $12,413,000 $16,761,000
                                             ==========   ==========  ============= ==========  ===========  =========== ===========


                                                                55
<PAGE>

WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
SCHEDULE III
REAL ESTATE OWNED BY LOCAL LIMITED PARTNERSHIPS
MARCH 31, 2009


                                          ------------------------------------------------------------------------------------------
                                                                       FOR THE YEAR ENDED DECEMBER 31, 2008
                                          ------------------------------------------------------------------------------------------
                                                                                                                    ESTIMATED USEFUL
LOCAL LIMITED PARTNERSHIP NAME             RENTAL INCOME          NET LOSS   YEAR INVESTMENT ACQUIRED   STATUS      LIFE (YEARS)
------------------------------------------------------------------------------------------------------------------------------------

ADI Development Partners                       $ 194,000        $ (46,000)                      1991    Completed          40

Bayless Garden Apartments Investors              184,000          (97,000)                      1992    Completed        27.5

Blackberry Oaks, Ltd.                            288,000          (11,000)                      1992    Completed          40

Mecca Apartments II                              309,000         (152,000)                      1993    Completed          40

Nevada Meadows                                   230,000          (68,000)                      1993    Completed          40

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

Pine Gate Limited Partnership                    249,000          (24,000)                      1994    Completed          50

Silver Birch Associates                          180,000          (27,000)                      1992    Completed        27.5

Twin Pines Apartments Associates                 201,000         (170,000)                      1991    Completed        27.5

Woodlake Garden Apartments                       333,000           (9,000)                      1991    Completed          40

Yucca-Warren Vista Associates, Ltd.              320,000          (30,000)                      1991    Completed          50
                                            ------------        ----------

                                            $  2,760,000        $(640,000)
                                            ============        ==========


                                                                56
<PAGE>

WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
SCHEDULE III
REAL ESTATE OWNED BY LOCAL LIMITED PARTNERSHIPS
MARCH 31, 2008

                                               ------------------------ ------------------------------------------------------------
                                                 AS OF MARCH 31, 2008                   AS OF DECEMBER 31, 2007
                                               ------------------------ ------------------------------------------------------------
                                                TOTAL        AMOUNT     MORTGAGE
                                                INVESTMENT   OF         BALANCES
                                                IN LOCAL     INVESTMENT OF LOCAL                BUILDINGS
LOCAL LIMITED                                   LIMITED      PAID       LIMITED                 &           ACCUMULATED   NET BOOK
PARTNERSHIP NAME        LOCATION                PARTNERSHIPS TO DATE    PARTNERSHIPS  LAND      EQUIPMENT   DEPRECIATION  VALUE
------------------------------------------------------------------------------------------------------------------------------------

601 Main Street
 Investors (1)       Stockton, California              -            -    $3,852,000  $  80,000  $ 5,485,000  $3,063,000   $2,502,000

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

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

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

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

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

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

Northwest Tulare
 Associates (2)      Ivanhoe, California       1,226,000    1,226,000     1,690,000    225,000    2,843,000   1,676,000    1,392,000

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

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


                                                                57
<PAGE>

WNC CALIFORNIA HOUSING TAX CREDIT II, L.P.
SCHEDULE III
REAL ESTATE OWNED BY LOCAL LIMITED PARTNERSHIPS
MARCH 31, 2008

                                               ------------------------ ------------------------------------------------------------
                                                 AS OF MARCH 31, 2008                   AS OF DECEMBER 31, 2007
                                               ------------------------ ------------------------------------------------------------
                                                TOTAL        AMOUNT     MORTGAGE
                                                INVESTMENT   OF         BALANCES
                                                IN LOCAL     INVESTMENT OF LOCAL                BUILDINGS
LOCAL LIMITED                                   LIMITED      PAID       LIMITED                 &           ACCUMULATED   NET BOOK
PARTNERSHIP NAME        LOCATION                PARTNERSHIPS TO DATE    PARTNERSHIPS  LAND      EQUIPMENT   DEPRECIATION  VALUE
------------------------------------------------------------------------------------------------------------------------------------

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


Twin Pines Apartments   Groveland,
 Associates             California              1,278,000    1,278,000    1,789,000     45,000   3,347,000    1,946,000    1,446,000


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 Vista      Joshua Tree,
 Associates             California                520,000      520,000    2,098,000     69,000   2,517,000      873,000    1,713,000
                                              -----------  ----------- ------------ ---------- -----------  -----------  -----------

                                              $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.

                                                                58
<PAGE>

WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
SCHEDULE III
REAL ESTATE OWNED BY LOCAL LIMITED PARTNERSHIPS
MARCH 31, 2008


                                        --------------------------------------------------------------------------------------------
                                                                    FOR THE YEAR ENDED DECEMBER 31, 2007
                                        --------------------------------------------------------------------------------------------
                                                                                                                  ESTIMATED USEFUL
LOCAL LIMITED PARTNERSHIP NAME           RENTAL INCOME         NET LOSS    YEAR INVESTMENT ACQUIRED     STATUS    LIFE (YEARS)
------------------------------------------------------------------------------------------------------------------------------------

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.

                                                                59
<PAGE>

WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
SCHEDULE III
REAL ESTATE OWNED BY LOCAL LIMITED PARTNERSHIPS
MARCH 31, 2007


                                                ----------------------- ------------------------------------------------------------
                                                  AS OF MARCH 31, 2007                     AS OF DECEMBER 31, 2006
                                                ----------------------- ------------------------------------------------------------
                                                TOTAL        AMOUNT     MORTGAGE
                                                INVESTMENT   OF         BALANCES
                                                IN LOCAL     INVESTMENT OF LOCAL                BUILDINGS
LOCAL LIMITED                                   LIMITED      PAID       LIMITED                 &           ACCUMULATED   NET BOOK
PARTNERSHIP NAME        LOCATION                PARTNERSHIPS TO DATE    PARTNERSHIPS  LAND      EQUIPMENT   DEPRECIATION  VALUE
------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

Nevada Meadows        Grass Valley,
                      California                 459,000     459,000     1,865,000   298,000    2,308,000      774,000     1,832,000

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

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

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



                                                                60
<PAGE>

WNC CALIFORNIA HOUSING TAX CREDIT II, L.P.
SCHEDULE III
REAL ESTATE OWNED BY LOCAL LIMITED PARTNERSHIPS
MARCH 31, 2007

                                                ----------------------- ------------------------------------------------------------
                                                  AS OF MARCH 31, 2007                     AS OF DECEMBER 31, 2006
                                                ----------------------- ------------------------------------------------------------
                                                TOTAL        AMOUNT     MORTGAGE
                                                INVESTMENT   OF         BALANCES
                                                IN LOCAL     INVESTMENT OF LOCAL                BUILDINGS
LOCAL LIMITED                                   LIMITED      PAID       LIMITED                 &           ACCUMULATED   NET BOOK
PARTNERSHIP NAME        LOCATION                PARTNERSHIPS TO DATE    PARTNERSHIPS  LAND      EQUIPMENT   DEPRECIATION  VALUE
------------------------------------------------------------------------------------------------------------------------------------


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


Twin Pines Apartments   Groveland,
 Associates             California            1,278,000   1,278,000     1,789,000      45,000    3,335,000    1,825,000    1,555,000

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


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


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

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


                                       61
<PAGE>

WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
SCHEDULE III
REAL ESTATE OWNED BY LOCAL LIMITED PARTNERSHIPS
MARCH 31, 2007

                                        --------------------------------------------------------------------------------------------
                                                                      FOR THE YEAR ENDED DECEMBER 31, 2006
                                        --------------------------------------------------------------------------------------------
                                                                                                                    ESTIMATED USEFUL
LOCAL LIMITED PARTNERSHIP NAME          RENTAL INCOME   NET INCOME (LOSS)   YEAR INVESTMENT ACQUIRED      STATUS    LIFE (YEARS)
------------------------------------------------------------------------------------------------------------------------------------

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)
                                           ==========        ============
</TABLE>

                                       62
<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:  August 12, 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:  August 12, 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:  August 12, 2009




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

Date:  August 12, 2009




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

Date:  August 12, 2009


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