FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   (Mark One)

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

                    For the fiscal year ended March 31, 2003

                                       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.

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


              3158 Redhill Avenue, Suite 120, Costa Mesa, CA 92626

                                 (714) 662-5565

           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

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    X      No
     -----       -----

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|

                                       1
<PAGE>

Indicate by check mark whether the registrant is an accelerated filer.

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


                                       2
<PAGE>


PART I.

Item 1.  Business

Organization

WNC California  Housing Tax Credits II, L.P. ("CHTC" or 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 or limited liability  companies ("Local
Limited Partnerships") which own multifamily housing complexes that are eligible
for  low-income  housing  federal and, in certain cases,  California  income tax
credits ("Low Income Housing Credit").

The general  partner of the  Partnership 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 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 ("Units") at a price of $1,000 per
Unit.  As of the close of the public  offering on January 21,  1993,  a total of
17,726  Units  representing  $17,726,000  had been  sold.  Holders  of Units are
referred to herein as "Limited Partners."

Description of Business

The  Partnership's  principal  business  objective  is to  provide  its  Limited
Partners with Low Income Housing Credits.  The Partnership's  principal business
therefore  consists of investing as a limited partner or non-managing  member in
Local  Limited  Partnerships  each of which will own and operate a  multi-family
housing complex (the "Housing  Complexes") which will qualify for the Low Income
Housing Credit.  In general,  under Section 42 of the Internal  Revenue Code, an
owner of low-income housing can receive the Low Income Housing Credit to be used
to reduce  Federal  taxes  otherwise due in each year of a ten-year  period.  In
general,  under Section 17058 of the  California  Revenue and Taxation  Code, an
owner of low-income housing can receive the Low Income Housing Credit to be used
against California taxes otherwise due in each year of a four-year period.  Each
Housing Complex is subject to a fifteen-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  15 or more years in the  future,  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 13, 1990 (the  "Partnership  Agreement"),  will be
able to be accomplished  promptly at the end of the 15-year  period.  If a Local
Limited  Partnership  is unable to sell its Housing  Complex,  it is anticipated
that the local general partner ("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 Credits.

                                       3
<PAGE>


As of March 31, 2003,  the  Partnership  had invested in fifteen  Local  Limited
Partnerships.  Each of these Local Limited  Partnerships  owns a Housing Complex
that is eligible  for the federal Low Income  Housing  Credit and twelve of them
were  eligible for the  California  Low Income  Housing  Credit.  Certain  Local
Limited Partnerships may also benefit from government programs promoting low- or
moderate-income housing.

Certain 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  Credit rules are extremely  complicated.  Noncompliance
with these rules results in the loss of future Low Income  Housing  Credit s and
the fractional  recapture of Low Income Housing  Credits  already taken. In most
cases the annual amount of Low Income Housing Credits that an individual can use
is limited to the tax  liability  due on the  person's  last  $25,000 of taxable
income.  The  Local  Limited  Partnerships  may be  unable  to sell the  Housing
Complexes at a profit. Accordingly,  the Partnership may be unable to distribute
any cash to its investors.  Low Income  Housing  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  Credits,  a fractional  recapture of prior Low Income
Housing  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
Credits and recapture of Low Income Housing 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
Credits and tax losses  allocable to the  investors  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.

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


                                       4
<PAGE>


Exit Strategy

The IRS  compliance  period for  low-income  housing  tax credit  properties  is
generally  15 years from  occupancy  following  construction  or  rehabilitation
completion.  WNC was one of the first in the industry to offer investments using
the tax credit.  Now these very first programs are completing  their  compliance
period.

With that in mind, we are continuing our review of the  Partnership's  holdings,
with special  emphasis on the more mature  properties  including those that have
satisfied the IRS compliance requirements. Our review will consider many factors
including  extended  use  requirements  on the  property  (such as those  due to
mortgage  restrictions  or state  compliance  agreements),  the condition of the
property,  and  the tax  consequences  to the  investors  from  the  sale of the
property.

Upon identifying  those  properties with the highest  potential for a successful
sale, refinancing or syndication, we expect to proceed with efforts to liquidate
those  properties.  Our objective is to maximize the investors'  return wherever
possible and,  ultimately,  to wind down those funds that no longer  provide tax
benefits  to  investors.  To date no  properties  in the  Partnership  have been
selected.

Item 2.  Properties

Through its investments in Local Limited  Partnerships,  the  Partnership  holds
limited  partnership  interests in the Housing  Complexes.  The following  table
reflects the status of the fifteen Housing Complexes as of the dates indicated:



                                       5
<PAGE>

<TABLE>
<CAPTION>

                                                  ---------------------------------- -----------------------------------------------
                                                        As of March 31, 2003                       As of December 31, 2002
                                                  ---------------------------------- -----------------------------------------------

                                                     Partnership's                                  Estimated Low    Encumbrances
                                                     Total Investment    Amount of                        Income          of Local
                                   General Partner   in Local Limited    Investment  Number of            Housing          Limited
Partnership Name     Location          Name             Partnerships    Paid to Date   Units  Occupancy  Credits        Partnerships
------------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>             <C>                <C>              <C>            <C>     <C>    <C>              <C>
601 Main             Stockton,       Daniels C.
Street Investors     California      Louge              $ 1,656,000     $ 1,656,000     165      97%   $ 4,080,000      $  3,951,000

ADI Development      Delhi,          Anthony
Partners             California      Donovan                699,000         699,000      31     100%     1,757,000         1,199,000

Bayless
Garden
Investors            Red Bluff,      Douglas W.
Apartments           California      Young                1,110,000       1,110,000      46      93%     2,741,000         1,258,000

Blackberry           Lodi,           Bonita Homes
Oaks, Ltd            California      Incorporated           463,000         463,000      42     100%      1,063,000        1,904,000

                                     Philip R. Hammond,
Jacob's              Exeter,         Jr. and Diane M.
Square               California      Hammond              1,324,000       1,324,000      45      93%      2,933,000        1,567,000

                                     Sam Jack, Jr. and
Mecca                Mecca,          Sam Jack and
Apartments II        California      Associates           2,200,000       2,200,000      60      95%      5,183,000        2,497,000

                                     Thomas G. Larson,
                                     William H. Larson
Nevada               Grass Valley,   and Raymond L.
Meadows              California      Tetzlaff               459,000         459,000      34     100%      1,030,000        1,908,000


Northwest                            Philip R. Hammond,
Tulare               Ivanhoe,        Jr. and Diane M.
Associates           California      Hammond              1,226,000       1,226,000      54      91%      2,950,000        1,747,000

Orland               Orland,         Richard E.Huffman
Associates           California      and Robert A. Ginno    432,000         432,000      40     100%        972,000        1,698,000

</TABLE>


                                       6
<PAGE>

<TABLE>
<CAPTION>

                                                  ---------------------------------- -----------------------------------------------
                                                        As of March 31, 2003                       As of December 31, 2002
                                                  ---------------------------------- -----------------------------------------------
                                                     Partnership's                                  Estimated Low    Encumbrances
                                                     Total Investment    Amount of                        Income          of Local
                                   General Partner   in Local Limited    Investment  Number of            Housing          Limited
Partnership Name     Location          Name             Partnerships    Paid to Date   Units  Occupancy  Credits        Partnerships
------------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>             <C>               <C>              <C>              <C>    <C>    <C>              <C>
                                     Regency Investment
                                     Associates, Inc.,
Pine Gate                            Boyd Management,
Limited              Ahoskie,        Inc. and Gordon L.
Partnership          California      Blackwell              272,000         272,000      56     100%        611,000        1,435,000

Silver                               Philip R. Hammond,
Birch                Huron,          Jr. and Diane M.
Associates           California      Hammond                378,000         378,000      35      94%      1,131,000        1,329,000

Twin Pines
Apartments           Groveland,      Donald S. Kavanagh
Associates           California      and John N. Brezzo   1,278,000       1,278,000      39      95%      3,055,000        1,788,000

                                     Thomas G. Larson,
                                     William H. Larson
Ukiah                Ukiah,          and Raymond L.
Terrace              California      Tetzlaff               349,000         349,000      41     100%        825,000        1,760,000

Woodlake                             David J. Michael
Garden               Woodlake,       and Pamela J.
Apartments           California      Michael                548,000         548,000      48      98%      1,374,000        1,902,000

Yucca-Warren
Vista                Joshua Tree,    WNC & Associates,
Associates           California      Inc.                   520,000         520,000      50      94%      1,251,000        2,143,000
                                                       -------------    -----------    -----    ----   ------------     ------------
                                                       $ 12,914,000     $12,914,000     786      97%   $ 30,956,000     $ 28,086,000
                                                       =============    ===========     ====    ====   ============     ============
</TABLE>


                                       7
<PAGE>
<TABLE>
<CAPTION>


                                             -----------------------------------------------------------------------
                                                              For the year ended December 31, 2002
                                             -----------------------------------------------------------------------
                 Partnership Name                                                               Low Income Housing
                                                                                                 Credits Allocated
                                                 Rental Income             Net Loss              to Partnership
     --------------------------------------------------------------------------------------------------------------
<S>                                                       <C>                   <C>                             <C>
      601 Main Street Investors                           $ 512,000             $(330,000)                      99%

      ADI Development Partners                              139,000               (57,000)                      90%

      Bayless Garden Apartments Investors                   186,000              (111,000)                      99%

      Blackberry Oaks, Ltd                                  240,000               (18,000)                      99%

      Jacob's Square                                        206,000               (95,000)                      99%

      Mecca Apartments II                                   272,000              (206,000)                      99%

      Nevada Meadows                                        207,000               (54,000)                      99%

      Northwest Tulare Associates                           180,000              (139,000)                      99%

      Orland Associates                                     211,000               (39,000)                      99%

      Pine Gate Limited Partnership                         227,000               (27,000)                      99%

      Silver Birch Associates                               144,000               (34,000)                      99%

      Twin Pines Apartments Associates                      169,000              (190,000)                      99%

      Ukiah Terrace                                         187,000               (71,000)                      99%

      Woodlake Garden Apartments                            215,000               (74,000)                      95%

      Yucca-Warren Vista Associates, Ltd                    231,000               (43,000)                      99%
                                                        -----------         --------------
                                                        $ 3,326,000         $  (1,488,000)
                                                        ===========         ==============
</TABLE>


                                       8
<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 and Related Stockholder Matters

Item 5a.

(a)  The  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  Unit and  none  exists.  Units  can be
     assigned  only if certain  requirements  in the  Partnership  Agreement are
     satisfied.

(b)  At March 31, 2003, there were 1,225 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.

(d)  No unregistered  securities  were sold by the  Partnership  during the year
     ended March 31, 2003.


Item 5b.

NOT APPLICABLE

Item 6.  Selected Financial Data

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

                                                       March 31                               December 31
                           -----------------------------------------------------------------  ------------
                              2003         2002         2001          2000          1999         1998
                           -----------  -----------  -----------  -------------  -----------  ------------
<S>                      <C>          <C>          <C>          <C>            <C>          <C>
ASSETS
Cash and cash
equivalents              $    220,039 $    257,975 $    281,525 $      314,630 $    364,853 $     379,754
Investments in limited
  partnerships, net         2,675,025    3,494,236    4,391,885      5,442,623    6,240,560     6,439,942
Due from affiliates             3,646        3,646       59,554         38,540            -             -
                           -----------  -----------  -----------  ------------   -----------  -----------

                         $  2,898,710 $  3,755,857 $  4,732,964 $    5,795,793 $  6,605,413 $   6,819,696
                           ===========  ===========  ===========  =============  ===========  ============
LIABILITIES
Accrued fees and
  expenses due to
  general partner and
  affiliates             $  1,816,544 $  1,631,958 $  1,448,236 $    1,278,242 $  1,077,385 $   1,044,307

PARTNERS' EQUITY            1,082,166    2,123,899    3,284,728      4,517,551    5,528,028     5,775,389
                           -----------  -----------  -----------  -------------  -----------  ------------

                         $  2,898,710 $  3,755,857 $  4,732,964 $    5,795,793 $  6,605,413 $   6,819,696
                           ===========  ===========  ===========  =============  ===========  ============
</TABLE>


                                       9
<PAGE>
<TABLE>
<CAPTION>

Selected results of operations, cash flows and other information for the
Partnership are as follows:
                                                                                                             For the
                                         For the Years Ended                      Three Months Ended        Year Ended
                                               March 31                                March 31            December 31
                          ---------------------------------------------------   ------------------------   ------------
                             2003         2002         2001          2000         1999          1998          1998
                          -----------  -----------   ----------   -----------   ----------   -----------   ------------
                                                                                             (Unaudited)
<S>                     <C>           <C>          <C>           <C>          <C>          <C>           <C>
Loss from operations    $   (289,638) $  (337,782) $  (272,354)  $  (273,480) $   (68,998) $    (65,161) $    (274,539)
Equity in losses of
  limited partnerships      (752,095)    (823,047)    (960,469)     (736,997)    (178,363)     (241,600)      (782,729)
                          -----------  -----------   ----------   ----------   -----------    -----------   -----------
Net loss                $ (1,041,733) $(1,160,829) $(1,232,823)$  (1,010,477) $  (247,361) $   (306,761) $  (1,057,268)
                          ===========  ===========   ==========   ===========   ==========   ===========   ============

Net loss allocated to:
   General partner      $    (10,417) $   (11,608) $   (12,328) $    (10,105) $    (2,474) $     (3,068) $     (10,573)
                          ===========  ===========   ==========   ===========   ===========   ===========    ===========

   Limited partners     $ (1,031,316) $(1,149,221) $(1,220,495)$  (1,000,372) $  (244,887) $   (303,693) $   (1,046,695)
                          ===========  ===========   ==========   ===========   ===========   ===========    ===========
Net loss per limited
  partner unit          $     (58.18) $    (64.83) $    (68.85) $     (56.44) $    (13.82) $     (17.13) $       (59.05)
                          ===========  ===========   ==========   ===========   ===========    ===========     ==========

Outstanding weighted
  limited partner
  units                       17,726       17,726       17,726        17,726       17,726        17,726         17,726
                          ===========  ===========   ==========   ===========   ==========   ===========   ============
</TABLE>
<TABLE>
<CAPTION>

                                                                                                             For the
                                         For the Years Ended                      Three Months Ended        Year Ended
                                               March 31                                March 31            December 31
                          ---------------------------------------------------   ------------------------   ------------
                             2003         2002         2001          2000         1999          1998          1998
                          -----------  -----------   ----------   -----------   ----------   -----------   ------------
                                                                                             (Unaudited)
<S>                     <C>          <C>          <C>           <C>          <C>           <C>           <C>
Net cash provided by
 (used in):
   Operating
   activities           $    (51,873)$    (44,975)$    (70,146) $   (57,948) $   (22,613)  $     (1,469) $     (13,320)
   Investing
   activities                 13,937       21,425       37,041        7,725        7,712          3,606         15,696
                          -----------  -----------  -----------   ----------   ----------    -----------   ------------

Net change in cash
  and cash equivalents       (37,936)     (23,550)     (33,105)     (50,223)     (14,901)         2,137          2,376

Cash and cash
  equivalents,
  beginning of period        257,975      281,525      314,630      364,853      379,754        377,378        377,378
                          -----------  -----------  -----------   ----------   ----------    -----------   ------------
Cash and cash
  equivalents, end of
  period                $    220,039 $    257,975 $    281,525  $   314,630  $   364,853   $    379,515  $     379,754
                          ===========  ===========  ===========   ==========   ==========    ===========   ============
</TABLE>

<TABLE>
<CAPTION>

Low Income Housing Credits per limited partner unit was as follows for the years ended December 31:

                                     2002            2001             2000             1999             1998
                                 -------------   --------------   -------------    -------------    -------------
<S>                            <C>             <C>              <C>              <C>              <C>
Federal                        $           80  $           114  $          117   $          117   $          117

State                                       -                -               -                -                9
                                 -------------   --------------   -------------    -------------    -------------
Total                          $           80  $           114  $          117   $          117   $          126
                                 =============   ==============   =============    =============    =============
</TABLE>

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

                                       10

<PAGE>

Forward Looking Statements

With  the  exception  of  the  discussion  regarding   historical   information,
"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,  our  future  cash  flows and  ability  to  obtain  sufficient
financing, level of operating expenses, conditions in the low income housing tax
credit 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 us or
persons  acting on our behalf  are  expressly  qualified  in their  entirety  by
cautionary  statements  in this Form 10-K and in other reports we 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 Company 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 Company'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 Limited Partnerships

The Partnership  accounts for its investments in 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 or  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 a comparison of the carrying
amount to future  undiscounted  net cash flows  expected to be generated.  If an
investment  is  considered  to be impaired,  the  impairment to be recognized is
measured by the amount by which the carrying  amount of the  investment  exceeds
fair value.  The  accounting  policies  of the Local  Limited  Partnerships  are
generally  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.

Equity in losses of the 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 for each
three-month  period ended March 31.  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.  Equity in losses of the Local Limited Partnerships are recognized
in the financial statements until the related investment account is reduced to a
zero balance.  Losses  incurred after the investment  account is reduced to zero
are not  recognized.  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.

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 income.

                                       11
<PAGE>

Income Taxes

No provision for income taxes has been  recorded in the financial  statements as
any  liability  for  income  taxes  is the  obligation  of the  partners  of the
Partnership.

Certain 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  Credit rules are extremely  complicated.  Noncompliance
with these rules results in the loss of future Low Income  Housing  Credit s and
the fractional  recapture of Low Income Housing  Credits  already taken. In most
cases the annual amount of Low Income Housing Credits that an individual can use
is limited to the tax  liability  due on the  person's  last  $25,000 of taxable
income.  The  Local  Limited  Partnerships  may be  unable  to sell the  Housing
Complexes at a profit. Accordingly,  the Partnership may be unable to distribute
any cash to its investors.  Low Income  Housing  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  Credits,  a fractional  recapture of prior Low Income
Housing  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
Credits and recapture of Low Income Housing 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
Credits and tax losses  allocable to the  investors  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.

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

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  Partner  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
impaired, and the loss and recapture of the related tax credits could occur.

                                       12
<PAGE>

Financial Condition

The Partnership's  assets at March 31, 2003 consisted primarily of approximately
$220,000  in cash  and  cash  equivalents  and net  investments  in the 15 Local
Limited Partnerships of approximately $2,675,000.  Liabilities at March 31, 2003
primarily  consisted of  approximately  $1,816,000 of accrued annual  management
fees due to the General Partner.

Results of Operations

Year  Ended  March  31,  2003  Compared  to  Year  Ended  March  31,  2002.  The
Partnership's  net loss for the year  ended  March  31,  2003 was  $(1,042,000),
reflecting a decrease of $119,000 from the net loss of $(1,161,000)  experienced
for the year ended March 31, 2002.  The decrease in net loss is primarily due to
equity  in  losses  of  limited  partnerships  which  decreased  by  $71,000  to
$(752,000) for the year ended March 31, 2003 from  $(823,000) for the year ended
March 31,  2002.  The  decrease in equity in losses of limited  partnerships  is
primarily  due  to  not   recognizing   certain  losses  of  the  Local  Limited
Partnerships.  The investments in such Local Limited Partnerships had reached $0
at March 31,  2003.  Since  the  Partnership's  liability  with  respect  to its
investments is limited, losses in excess of investments are not recognized. This
decrease  was offset by the  reduction of the  respective  net  acquisition  fee
component of investments in Local Limited  Partnerships  to zero for those Local
Limited  Partnerships which would otherwise be below a zero balance. In addition
to the decrease in net loss due to equity in losses of limited partnerships, the
loss from  operations  decreased  by $48,000  for the year ended  March 31, 2003
compared to the year ended March 31, 2002. The decrease in loss from  operations
was primarily  caused by a $4,000 decline in total income, a decrease of $48,000
in  write-offs  of advances to a Limited  Partnership  and a $4,000  decrease in
other operating  expenses for the year ended March 31, 2003 compared to the year
ended March 31, 2002.

Year  Ended  March  31,  2002  Compared  to  Year  Ended  March  31,  2001.  The
Partnership's  net loss for the year  ended  March  31,  2002 was  $(1,161,000),
reflecting  a decrease  of $72,000  from the net loss  experienced  for the year
ended March 31, 2001.  The  decrease in net loss is  primarily  due to equity in
losses of limited partnerships which decreased by $137,000 to $(823,000) for the
year ended March 31, 2002 from $(960,000) for the year ended March 31, 2001. The
decrease in equity in losses of limited  partnerships  is due to not recognizing
certain losses of the Local Limited Partnerships.  The investments in such Local
Limited  Partnerships had reached $0 at March 31, 2002. Since the  Partnership's
liability  with  respect  to its  investments  is  limited,  losses in excess of
investments are not recognized. This decrease was offset by the reduction of the
respective  net  acquisition  fee  component  of  investments  in Local  Limited
Partnerships to zero for those Local Limited  Partnerships which would otherwise
be below a zero balance.  The decrease in net loss due to equity was also offset
by $66,000  increase in loss from  operations  for the year ended March 31, 2002
compared to the year ended March 31, 2001. The increase in loss from  operations
was primarily caused by an $8,000 decline in total income,  $53,000 write off of
advances to Limited Partner and a $5,000  increase in other  operating  expenses
for the year ended March 31, 2002 compared to the year ended March 31, 2001.

Liquidity and Capital Resources

Year Ended March 31, 2003  Compared to Year Ended March 31, 2002.  Net cash used
during the year ended  March 31, 2003 was  $(38,000),  compared to net cash used
for the year ended March 31, 2002 of $(24,000). The change was due to a decrease
in distributions  received from Local Limited Partnerships of $7,000 in the year
ended  March  31,  2003.  In  addition,  net cash used in  operating  activities
increased  by $7,000  due to a  decrease  in  interest  income of $4,000  and an
increase in other expenses of an approximate of $3,000.

Year Ended March 31, 2002  Compared to Year Ended March 31, 2001.  Net cash used
during the year ended  March 31, 2002 was  $(24,000),  compared to net cash used
for the year ended March 31, 2001 of $(33,000).  The change was primarily due to
the   Partnership   advancing   approximately   $21,000  to  two  Local  Limited
Partnerships  to cover  operating  deficiencies  during the year ended March 31,
2001 and  approximately  $3,000 of which was repaid  during the year ended March
31, 2002. In addition,  the  Partnership  experienced a decrease in cash paid to
the General Partner for annual  management fees of $11,000 which was offset by a
decrease in  distributions  received from Local Limited  Partnerships of $15,000
and a decrease in interest income of $9,000.

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

                                       13
<PAGE>

concern.  The  Partnership  had no remaining  investment  in such Local  Limited
Partnership at March 31, 2003 and 2002, respectively. The Partnership's original
investment in the Local Limited  Partnership  approximated  $1,278,000.  Through
December 31, 2002, 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  property,  the  net  proceeds  could  be
significantly less than the carrying value of such property.  As of December 31,
2002 and 2001,  the net carrying value of such property on the books and records
of  the  Local  Limited   Partnership   totaled   $2,044,000   and   $2,155,000,
respectively.

During the years ended March 31, 2003, 2002 and 2001,  accrued  payables,  which
consist  primarily of related party  management  fees due to the General Partner
increased by $185,000, $181,000 and $170,000,  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  expects its future cash flows,  together with its net available
assets at March 31, 2003, to be  sufficient  to meet all  currently  foreseeable
future cash  requirements.  This  excludes  amounts  owed to  Associates  by the
Partnership disclosed below.
<TABLE>
<CAPTION>

Future Contractual Cash Obligations

The following table summarizes our future contractual cash obligations as of March 31, 2003:

                                      2004        2005       2006       2007       2008      Thereafter    Total
                                   -----------  ---------  ---------  ---------  ---------  -----------  -----------

<S>                              <C>          <C>        <C>        <C>        <C>        <C>          <C>
Asset Management Fees (1)        $  2,024,738 $  210,084 $  210,084 $  210,084 $  210,084 $  7,773,108 $ 10,638,182
Capital Contributions Payable
   to Lower Tier Partnerships               -          -          -          -          -            -            -
                                   -----------  ---------  ---------  ---------  ---------  -----------  -----------
Total contractual cash
   obligations                   $  2,024,738 $  210,084 $  210,084 $  210,084 $  210,084 $  7,773,108 $ 10,638,182
                                   ===========  =========  =========  =========  =========  ===========  ===========
</TABLE>

(1)  Asset  Management  Fees  are  payable  annually  until  termination  of the
     Partnership,  which is to  occur  no later  than  December  31,  2045.  The
     estimate of the fees payable  included  herein assumes the retention of the
     Partnership's  interest in all Housing Complexes until 2045. Amounts due to
     the  General  Partner as of March 31,  2003 have been  included in the 2004
     column.  The General  Partner does not  anticipate  that these fees will be
     paid  until  such time as  capital  reserves  are in  excess of the  future
     foreseeable working capital requirements of the Partnership.

For   additional   information  on  our  Asset   Management   Fees  and  Capital
Contributions  Payable to Lower Tier  Partnerships,  see Note 3 to the financial
statements included elsewhere herein.

Exit Strategy

The IRS  compliance  period for  low-income  housing  tax credit  properties  is
generally  15 years from  occupancy  following  construction  or  rehabilitation
completion.  WNC was one of the first in the industry to offer investments using
the tax credit.  Now these very first programs are completing  their  compliance
period.

With that in mind, we are continuing our review of the  Partnership's  holdings,
with special  emphasis on the more mature  properties  including those that have
satisfied the IRS compliance requirements. Our review will consider many factors
including  extended  use  requirements  on the  property  (such as those  due to
mortgage  restrictions  or state  compliance  agreements),  the condition of the
property,  and  the tax  consequences  to the  investors  from  the  sale of the
property.

Upon identifying  those  properties with the highest  potential for a successful
sale, refinancing or syndication, we expect to proceed with efforts to liquidate
those  properties.  Our objective is to maximize the investors'  return wherever
possible and,  ultimately,  to wind down those funds that no longer  provide tax
benefits  to  investors.  To date no  properties  in the  Partnership  have been
selected.

                                       14
<PAGE>


Impact of New Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  ("SFAS")  No. 143,  "Accounting  for Asset
Retirement  Obligations",  which requires that the fair value of a liability for
an asset  retirement  obligation  be  recognized  in the  period  in which it is
incurred with the associated asset retirement costs being  capitalized as a part
of the  carrying  amount of the  long-lived  asset.  SFAS No. 143 also  includes
disclosure   requirements   that  provide  a  description  of  asset  retirement
obligations   and   reconciliation   of  changes  in  the  components  of  those
obligations.  The statement is effective for fiscal years  beginning  after June
15, 2002. The Partnershp  does not expect the adoption of SFAS No. 143 to have a
material effect on the Partnerhip's financial position or results of operations.

In August  2001,  the FASB  issued  SFAS No.  144,  "Impairment  or  Disposal of
Long-Lived  Assets," which addresses  accounting and financial reporting for the
impairment or disposal of long-lived assets. This standard was effective for the
Partnership's financial statements beginning January 1, 2002. The implementation
of SFAS No. 144 did not have a material  impact on the  Partnership's  financial
position or results of operations.

In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB Statements No.
4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical  Corrections."
SFAS No. 145 rescinded three previously  issued  statements and amended SFAS No.
13, "Accounting for Leases." The statement provides reporting standards for debt
extinguishments   and   provides   accounting   standards   for  certain   lease
modifications that have economic effects similar to sale-leaseback transactions.
The statement is effective for certain lease  transactions  occurring  after May
15,  2002 and all other  provisions  of the  statement  shall be  effective  for
financial statements issued on or after May 15, 2002. The implementation of SFAS
No. 145 did not have a material impact on the Partnership's  financial  position
or results of operations.

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or  Disposal  Activities,"  which  updates  accounting  and  reporting
standards for personnel and operational restructurings.  The Partnership adopted
SFAS No. 146 for exit,  disposal  or other  restructuring  activities  initiated
after  December 31,  2002.  The adoption of SFAS No. 146 did not have a material
effect on the Partnership's financial position or results of operations.

In November 2002, the FASB issued Interpretation No. 45 ("FIN 45"), "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of Others."  The adoption of FIN 45 did not have a
material impact on the Partnership's finacial position or results of operations.

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation  - Transition  and Disclosure - an Amendment to SFAS No. 123." SFAS
No. 148 provides alternative methods of transition for a voluntary change to the
fair value based method on accounting for stock-based employee compensation. The
implementation  of SFAS No. 148 is not expected to have a material effect on the
Partnership's financial position or results of operations.

In  January   2003,   the  FASB  issued   Interpretation   No.  46  ("FIN  46"),
"Consolidation  of Variable  Interest  Entities." The adoption of FIN 46 did not
have a material  impact on the  Partnership's  financial  position or results of
operations.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

NOT APPLICABLE

Item 8.  Financial Statements and Supplementary Data

                                       15
<PAGE>



               Report of Independent Certified Public Accountants


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, 2003 and 2002,  and the related  statements of  operations,  partners'
equity  (deficit)  and cash flows for the years ended March 31,  2003,  2002 and
2001. These financial  statements are the  responsibility  of the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements  based  on  our  audits.  A  significant  portion  of  the  financial
statements of the limited  partnerships  in which the  Partnership  is a limited
partner were audited by other  auditors whose reports have been furnished to us.
As discussed in Note 2 to the financial statements, the Partnership accounts for
its investments in limited  partnerships using the equity method. The portion of
the Partnership's  investment in limited  partnerships audited by other auditors
represented 71% and 75% of the total assets of the Partnership at March 31, 2003
and 2002,  respectively,  and 96%,  88% and 70% of the  Partnership's  equity in
losses of limited  partnerships  for the years  ended March 31,  2003,  2002 and
2001,  respectively.  Our opinion, insofar as it relates to the amounts included
in the financial  statements for the limited  partnerships which were audited by
others, is based solely on the reports of the other auditors.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes 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 and the reports of
the other auditors provide a reasonable basis for our opinion.

In our opinion,  based on our audits and the reports of the other auditors,  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, 2003 and 2002, and the results
of its  operations  and its cash flows for the years ended March 31, 2003,  2002
and 2001, in conformity with  accounting  principles  generally  accepted in the
United States of America.




                                                  /s/  BDO SEIDMAN, LLP

Costa Mesa, California
May 15, 2003

                                       16
<PAGE>


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

                                 BALANCE SHEETS





<TABLE>
<CAPTION>

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

                                                                             2003             2002
                                                                         -------------    -------------

<S>                                                                    <C>              <C>
ASSETS

Cash and cash equivalents                                              $      220,039   $      257,975
Investments in limited partnerships, net (Notes 2 and 3)                    2,675,025        3,494,236
Due from affiliates (Note 2)                                                    3,646            3,646
                                                                         -------------    -------------

                                                                       $    2,898,710   $    3,755,857
                                                                         =============    =============

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
   Accrued fees and expenses due to General Partner
     and affiliates (Note 3)                                           $    1,816,544   $    1,631,958
                                                                         -------------    -------------

Commitments and contingencies

Partners' equity (deficit):
    General Partner                                                          (154,440)        (144,023)
    Limited Partners (20,000 units authorized; 17,726 units
     issued and outstanding)                                                1,236,606        2,267,922
                                                                         -------------    -------------

      Total partners' equity                                                1,082,166        2,123,899
                                                                         -------------    -------------

                                                                       $    2,898,710   $    3,755,857
                                                                         =============    =============
</TABLE>

                 See accompanying notes to financial statements
                                       17
<PAGE>


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

                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>





                                                                        For the Years Ended
                                                                             March 31
                                                          ------------------------------------------------
                                                              2003             2002              2001
                                                          -------------    -------------     -------------

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

Interest income                                         $        3,504   $        7,523    $       16,193
Reporting fees                                                   2,620            2,606             1,500
                                                          -------------    -------------     -------------

   Total income                                                  6,124           10,129            17,693
                                                          -------------    -------------     -------------

Operating expenses:
   Amortization (Notes 2 and 3)                                 53,179           53,177            53,228
   Write-off of advances to limited
      partnership (Note 2)                                       5,141           52,894                 -
   Asset management fees (Note 3)                              210,084          210,084           210,084
   Other                                                        27,358           31,756            26,735
                                                          -------------    -------------     -------------

    Total operating expenses                                   295,762          347,911           290,047
                                                          -------------    -------------     -------------

Loss from operations                                          (289,638)        (337,782)         (272,354)

Equity in losses of limited
    partnerships (Note 2)                                     (752,095)        (823,047)         (960,469)
                                                          -------------    -------------     -------------

Net loss                                                $   (1,041,733) $    (1,160,829)   $   (1,232,823)
                                                          =============    =============     =============

Net loss allocated to:
   General Partner                                      $      (10,417) $       (11,608)   $      (12,328)
                                                          =============    =============     =============

   Limited Partners                                     $   (1,031,316) $    (1,149,221)   $   (1,220,495)
                                                          =============    =============     =============

Net loss per limited partner unit                       $       (58.18) $        (64.83)   $       (68.85)
                                                          =============    =============     =============

Outstanding weighted limited
  partner units                                                 17,726           17,726            17,726
                                                          =============    =============     =============
</TABLE>
                 See accompanying notes to financial statements
                                       18

<PAGE>


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

                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

                For the Years Ended March 31, 2003, 2002 and 2001
<TABLE>
<CAPTION>


                                                               General             Limited
                                                               Partner             Partners            Total
                                                            ---------------     ---------------    ---------------
<S>                                                       <C>                <C>                <C>
Partners' (deficit) equity at March 31, 2000              $       (120,087)  $      4,637,638   $      4,517,551

Net loss                                                           (12,328)        (1,220,495)        (1,232,823)
                                                            ---------------     ---------------    ---------------

Partners' (deficit) equity at March 31, 2001                      (132,415)         3,417,143          3,284,728

Net loss                                                           (11,608)        (1,149,221)        (1,160,829)
                                                            ---------------     ---------------    ---------------
Partners' (deficit) equity at March 31, 2002                      (144,023)         2,267,922          2,123,899

Net loss                                                           (10,417)        (1,031,316)        (1,041,733)
                                                            ---------------     ---------------    ---------------
Partners' (deficit) equity at March 31, 2003              $       (154,440)  $      1,236,606   $      1,082,166
                                                            ===============     ===============    ===============
</TABLE>
                 See accompanying notes to financial statements
                                       19

<PAGE>


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

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>


                                                                             For the Years
                                                                            Ended March 31
                                                           --------------------------------------------------
                                                               2003               2002             2001
                                                           --------------     -------------    --------------

<S>                                                      <C>                <C>             <C>
Cash flows from operating activities:
   Net loss                                              $    (1,041,733)   $   (1,160,829) $     (1,232,823)
   Adjustments  to  reconcile  net loss
     to
     net cash used in operating
     activities:
     Amortization                                                 53,179            53,177            53,228
     Write-off of advances to limited
      partnership                                                      -            52,894                 -
     Equity in losses of limited
       partnerships                                              752,095           823,047           960,469
     Change in due from affiliates                                     -             3,014           (21,014)
     Change in accrued fees and
       expenses due to General Partner
       and affiliates                                            184,586           183,722           169,994
                                                           --------------     -------------    --------------

Net cash used in operating activities                            (51,873)          (44,975)          (70,146)
                                                           --------------     -------------    --------------

Cash flows from investing activities:
   Distributions from limited
    partnerships                                                  13,937            21,425            37,041
                                                           --------------     -------------    --------------

Net decrease in cash and
  cash equivalents                                               (37,936)          (23,550)          (33,105)

Cash and cash equivalents, beginning
  of period                                                      257,975           281,525           314,630
                                                           --------------     -------------    --------------

Cash and cash equivalents, end of
  period                                                 $       220,039    $      257,975   $       281,525
                                                           ==============     =============    ==============

SUPPLEMENTAL DISCLOSURE OF
     CASH FLOW INFORMATION:
    Taxes paid                                           $           800    $          800   $           800
                                                           ==============     =============    ==============
</TABLE>
                 See accompanying notes to financial statements
                                       20

<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                For the Years Ended March 31, 2003, 2002 and 2001



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 invest  primarily in other
limited  partnerships (the "Local Limited  Partnerships")  which own and operate
multi-family  housing complexes (the "Housing  Complexes") that are eligible for
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 Complex.

The general partner is WNC Tax Credit  Partners,  L.P. (the "General  Partner").
WNC & Associates, Inc. ("WNC") and Wilfred N. Cooper are the general partners of
WNC Tax Credit Partners,  L.P. The chairman and president 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.

The Partnership  shall continue in full force and effect until December 31, 2045
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 at $1,000
per Unit  ("Units").  The  offering of Units  concluded in January 1993 at which
time 17,726 Units, representing subscriptions in the amount of $17,726,000,  had
been accepted.  The General  Partner has a 1% interest in operating  profits and
losses,  taxable  income and losses,  cash available for  distribution  from the
Partnership  and tax credits of the  Partnership.  The limited  partners will be
allocated the  remaining  99% of these items in  proportion to their  respective
investments.

After the limited  partners  have received  proceeds from a sale or  refinancing
equal to their capital  contributions and their return on investment (as defined
in the  Partnership  Agreement)  and the General  Partner has received  proceeds
equal  to its  capital  contribution  and a  subordinated  disposition  fee  (as
described in Note 3) 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 Partner.


                                       21
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2003, 2002 and 2001



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

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  Credit rules are extremely  complicated.  Noncompliance
with these rules results in the loss of future Low Income  Housing  Credit s and
the fractional  recapture of Low Income Housing  Credits  already taken. In most
cases the annual amount of Low Income Housing Credits that an individual can use
is limited to the tax  liability  due on the  person's  last  $25,000 of taxable
income.  The  Local  Limited  Partnerships  may be  unable  to sell the  Housing
Complexes at a profit. Accordingly,  the Partnership may be unable to distribute
any cash to its investors.  Low Income  Housing  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  Credits,  a fractional  recapture of prior Low Income
Housing  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
Credits and recapture of Low Income Housing 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
Credits and tax losses  allocable to the  investors  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.

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


                                       22
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2003, 2002 and 2001


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

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

The IRS  compliance  period for  low-income  housing  tax credit  properties  is
generally  15 years from  occupancy  following  construction  or  rehabilitation
completion.  WNC was one of the first in the industry to offer investments using
the tax credit.  Now these very first programs are completing  their  compliance
period.

With that in mind,  the  Partnership  is continuing to review the  Partnership's
holdings,  with special emphasis on the more mature  properties  including those
that have satisfied the IRS compliance  requirements.  The Partnership's  review
will consider many factors  including  extended use requirements on the property
(such as those due to mortgage restrictions or state compliance agreements), the
condition of the property,  and the tax  consequences  to the investors from the
sale of the property.

Upon identifying  those  properties with the highest  potential for a successful
sale,  refinancing  or  syndication,  the  Partnership  expects to proceed  with
efforts  to  liquidate  those  properties.  The  Partnership's  objective  is to
maximize the investors' return wherever possible and,  ultimately,  to wind down
those  funds  that no longer  provide  tax  benefits  to  investors.  To date no
properties in the Partnership have been selected.

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

The Partnership  accounts for its investments in limited  partnerships using the
equity method of  accounting,  whereby the  Partnership  adjusts its  investment
balance for its share of the Local Limited  Partnership's  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 a comparison of the carrying
amount to future  undiscounted  net cash flows  expected to be generated.  If an
investment  is  considered  to be impaired,  the  impairment to be recognized is
measured by the amount by which the carrying  amount of the  investment  exceeds
fair value.  The  accounting  policies  of the Local  Limited  Partnerships  are
generally  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 Note 2).

Equity in losses of limited  partnerships  for the years ended  March 31,  2003,
2002 and 2001 have been  recorded  by the  Partnership  based on nine  months of
reported results provided by the Local Limited  Partnerships 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.  Equity in losses  of Local  Limited  Partnerships
allocated  to the  Partnership  will not be  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
accelerated to the extent of losses available (see Note 3).

Offering Expenses
-----------------

Offering  expenses consist of underwriting  commissions,  legal fees,  printing,
filing and  recordation  fees,  and other costs  incurred  with selling  limited
partnership  interests in the  Partnership.  The General Partner is obligated to
pay all  offering  and  organization  costs in  excess of 15%  (including  sales
commissions) of the total offering proceeds.  Offering expenses are reflected as
a reduction of limited  partners'  capital and amounted to $2,389,519 at the end
of all periods presented.


                                       23
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2003, 2002 and 2001


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

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.

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

The  Partnership   considers  all  highly  liquid   investments  with  remaining
maturities of three months or less when purchased to be cash equivalents.  As of
March 31, 2003 and 2002, the Partnership had no cash equivalents.

Concentration of Credit Risk
----------------------------

At March  31,  2003,  the  Partnership  maintained  cash  balances  at a certain
financial institution in excess of the federally insured maximum.

Net Loss Per Limited Partner Unit
---------------------------------

Net loss per  limited  partner  unit is  calculated  pursuant  to  Statement  of
Financial  Accounting  Standards No. 128,  Earnings Per Share. Net loss per unit
includes no dilution  and is computed  by  dividing  loss  available  to limited
partners by the weighted average number of units outstanding  during the period.
Calculation of diluted net loss per unit is not required.

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
during the years ended  March 31,  2003,  2002 and 2001,  as defined by SFAS No.
130.

New Accounting Pronouncements
-----------------------------

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  ("SFAS")  No. 143,  "Accounting  for Asset
Retirement  Obligations",  which requires that the fair value of a liability for
an asset  retirement  obligation  be  recognized  in the  period  in which it is
incurred with the associated asset retirement costs being  capitalized as a part
of the  carrying  amount of the  long-lived  asset.  SFAS No. 143 also  includes
disclosure   requirements   that  provide  a  description  of  asset  retirement
obligations   and   reconciliation   of  changes  in  the  components  of  those
obligations.  The statement is effective for fiscal years  beginning  after June
15, 2002. The Partnershp  does not expect the adoption of SFAS No. 143 to have a
material effect on the Partnerhip's financial position or results of operations.

In August  2001,  the FASB  issued  SFAS No.  144,  "Impairment  or  Disposal of
Long-Lived  Assets," which addresses  accounting and financial reporting for the
impairment or disposal of long-lived assets. This standard was effective for the
Partnership's financial statements beginning January 1, 2002. The implementation
of SFAS No. 144 did not have a material  impact on the  Partnership's  financial
position or results of operations.


                                       24
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2003, 2002 and 2001


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

In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB Statements No.
4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical  Corrections."
SFAS No. 145 rescinded three previously  issued  statements and amended SFAS No.
13, "Accounting for Leases." The statement provides reporting standards for debt
extinguishments   and   provides   accounting   standards   for  certain   lease
modifications that have economic effects similar to sale-leaseback transactions.
The statement is effective for certain lease  transactions  occurring  after May
15,  2002 and all other  provisions  of the  statement  shall be  effective  for
financial statements issued on or after May 15, 2002. The implementation of SFAS
No. 145 did not have a material impact on the Partnership's  financial  position
or results of operations.

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or  Disposal  Activities,"  which  updates  accounting  and  reporting
standards for personnel and operational restructurings.  The Partnership adopted
SFAS No. 146 for exit,  disposal  or other  restructuring  activities  initiated
after  December 31,  2002.  The adoption of SFAS No. 146 did not have a material
effect on the Partnership's financial position or results of operations.

In November 2002, the FASB issued Interpretation No. 45 ("FIN 45"), "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of Others."  The adoption of FIN 45 did not have a
material impact on the Partnership's finacial position or results of operations.

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation  - Transition  and Disclosure - an Amendment to SFAS No. 123." SFAS
No. 148 provides alternative methods of transition for a voluntary change to the
fair value based method on accounting for stock-based employee compensation. The
implementation  of SFAS No. 148 is not expected to have a material effect on the
Partnership's financial position or results of operations.

In  January   2003,   the  FASB  issued   Interpretation   No.  46  ("FIN  46"),
"Consolidation  of Variable  Interest  Entities." The adoption of FIN 46 did not
have a material  impact on the  Partnership's  financial  position or results of
operations.

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

As of the periods  presented,  the Partnership has acquired limited  partnership
interests in fifteen Local Limited  Partnerships  each of which owns one Housing
Complex  consisting of an aggregate of 786 apartment units. 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 tax credits of the Limited Partnerships.

The  Partnership's  investments  in Local Limited  Partnerships  as shown in the
balance  sheets  at March 31,  2003 and 2002 are  approximately  $3,402,000  and
$2,787,000, 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.  The Partnership's  investment is also lower
than  the  Partnership's  equity  as shown in the  Local  Limited  Partnership's
combined  financial  statements  due to the  estimated  losses  recorded  by the
Partnership for the three month period ended March 31.


                                       25
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2003, 2002 and 2001


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

Equity  in  losses  of the  Local  Limited  Partnerships  is  recognized  in the
financial  statements until the related  investment account is reduced to a zero
balance. Losses incurred after the investment account is reduced to zero are not
recognized. 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.

Distributions  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 income.

At March 31, 2003 and 2002,  the  investment  accounts in certain  Local Limited
Partnerships  have  reached  a zero  balance.  Consequently,  a  portion  of the
Partnership's  estimate  of its share of losses  for the years  ended  March 31,
2003, 2002 and 2001, amounting to approximately $666,000, $607,000 and $443,000,
respectively,  have not been  recognized.  As of March 31, 2003,  the  aggregate
share of net losses not recognized by the Partnership amounted to $2,873,000.

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

                                                                          For the Years Ended
                                                                               March 31
                                                          ----------------------------------------------------
                                                               2003              2002               2001
                                                          ---------------   ---------------    ---------------
<S>                                                     <C>               <C>                <C>
Investments per balance sheet, beginning of period      $      3,494,236  $      4,391,885   $      5,442,623
Distributions received from limited partnerships                 (13,937)          (21,425)           (37,041)
Equity in losses of limited partnerships                        (752,095)         (823,047)          (960,469)
Amortization  of  capitalized  acquisition  fees  and
costs                                                            (53,179)          (53,177)           (53,228)
                                                          ---------------   ---------------    ---------------
Investments per balance sheet, end of period            $      2,675,025  $      3,494,236   $      4,391,885
                                                          ===============   ===============    ===============
</TABLE>


                                       26
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2003, 2002 and 2001



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

The financial  information from the individual financial statements of the Local
Limited Partnerships include 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:

                        COMBINED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                     2002               2001
                                                                                ---------------    ---------------

<S>                                                                           <C>                <C>
ASSETS

Buildings and improvements, net of accumulated
   depreciation for 2002 and 2001 of $12,862,000 and
   $11,591,000, respectively                                                  $     26,681,000   $     27,827,000
Land                                                                                 2,465,000          2,465,000
Other assets                                                                         2,837,000          2,871,000
                                                                                ---------------    ---------------

                                                                              $     31,983,000   $     33,163,000
                                                                                ===============    ===============

LIABILITIES

Mortgage loan payable                                                         $     28,086,000   $     28,201,000
Due to related parties                                                                 858,000            825,000
Other liabilities                                                                    3,761,000          3,320,000
                                                                                ---------------    ---------------

                                                                                    32,705,000         32,346,000
                                                                                ---------------    ---------------

PARTNERS' EQUITY (DEFICIT)

WNC California Housing Tax Credits II, L.P.                                           (727,000)           707,000
Other partners                                                                           5,000            110,000
                                                                                ---------------    ---------------

                                                                                      (722,000)           817,000
                                                                                ---------------    ---------------

                                                                              $     31,983,000   $     33,163,000
                                                                                ===============    ===============
</TABLE>


                                       27
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2003, 2002 and 2001



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

                   COMBINED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                 2002                2001               2000
                                                            ---------------     ---------------    ---------------
<S>                                                       <C>                 <C>                <C>
Revenues                                                  $      3,448,000    $      3,282,000   $      3,194,000
                                                            ---------------     ---------------    ---------------

Expenses:
  Operating expenses                                             2,735,000           2,515,000          2,210,000
  Interest expense                                                 899,000             909,000            907,000
  Depreciation and amortization                                  1,302,000           1,292,000          1,293,000
                                                            ---------------     ---------------    ---------------

   Total expenses                                                4,936,000           4,716,000          4,410,000
                                                            ---------------     ---------------    ---------------

Net loss                                                  $     (1,488,000)   $     (1,434,000) $      (1,216,000)
                                                            ===============     ===============    ===============

Net loss allocable to the Partnership                     $     (1,422,000)   $     (1,385,000) $      (1,156,000)
                                                            ===============     ===============    ===============

Net loss recorded by the Partnership                      $       (752,000)   $       (823,000) $        (960,000)
                                                            ===============     ===============    ===============
</TABLE>

Certain Local Limited  Partnerships  have incurred  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 Partner 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 impaired,  and the loss
and recapture of the related 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, 2003 and 2002, respectively. The Partnership's original
investment in the Local Limited  Partnership  approximated  $1,278,000.  Through
December 31, 2002, 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  property,  the  net  proceeds  could  be
significantly less than the carrying value of such property.  As of December 31,
2002 and 2001,  the net carrying value of such property on the books and records
of  the  Local  Limited   Partnership   totaled   $2,044,000   and   $2,155,000,
respectively.

The  Partnership  had  advanced  approximately  $60,000 to three  Local  Limited
Partnerships as of March 31, 2001 to cover operating cash  deficiencies.  During
the year ended March 31, 2002, the Partnership had fully reserved  approximately
$53,000 and collected  approximately  $3,000 of such advances,  resulting in the
remaining balance of approximately  $4,000 as of March 31, 2002. During the year
ended March 31, 2003, the Partnership had  additionally  advanced  approximately
$5,000 to one Local Limited Partnership which the Partnership fully reserved for
as of March 31, 2003.


                                       28
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2003, 2002 and 2001


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

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

          Acquisition  fees equal to 9% of the gross  proceeds  from the sale of
          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 $991,030 and
          $911,226  as  of  March  31,  2003  and  2002,  respectively.  Of  the
          accumulated  amortization  recorded on the balance  sheet at March 31,
          2003,  $26,625,  $102,083  and  $286,112  of the  related  expense was
          reflected as equity in losses of limited partnerships during the years
          ended  March 31,  2003,  2002 and 2001,  respectively,  to reduce  the
          respective  net  acquisition  fee  component of  investments  in Local
          Limited  Partnerships  to zero for those  Local  Limited  Partnerships
          which would otherwise be below a zero balance.

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

          An annual  management fee equal to 0.5% of the invested  assets of the
          Local  Limited  Partnerships,  including the  Partnership's  allocable
          share of the mortgages,  for the life of the  Partnership.  Management
          fees of $210,084  were  incurred  during each of the years ended March
          31, 2003,  2002 and 2001, of which  $25,000,  $28,750 and $40,000 were
          paid  during  the  years  ended  March  31,   2003,   2002  and  2001,
          respectively.

          A subordinated  disposition  fee in an amount equal to 1% of the sales
          price of real estate sold.  Payment of this fee to the General Partner
          is  subordinated  to the limited  partners  who receive a 6% preferred
          return (as defined in the  Partnership  Agreement) and is payable only
          if the General Partner or its affiliates  render services in the sales
          effort.

          An affiliate of the General Partner provides  management  services for
          two of the  properties in the Local Limited  Partnerships.  Management
          fees were earned by the  affiliate  in the amount of $25,805,  $24,764
          and  $25,391  for the  years  ended  March  31,  2003,  2002 and 2001,
          respectively.
<TABLE>
<CAPTION>

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

                                                                                    March 31
                                                                         --------------------------------
                                                                             2003              2002
                                                                         --------------    --------------

<S>                                                                    <C>               <C>
Reimbursement for expenses paid by the General Partner
  or an affiliate                                                      $         1,890   $         2,388

Accrued asset management fees                                                1,814,654         1,629,570
                                                                         --------------    --------------

                                                                       $     1,816,544   $     1,631,958
                                                                         ==============    ==============
</TABLE>

The General  Partner does not anticipate that these accrued fees will be paid in
full until such time as capital reserves are in excess of the future foreseeable
working capital requirements of the Partnership.

NOTE 4 - INCOME TAXES
---------------------

No provision  for income taxes has been recorded in the  accompanying  financial
statements as any  liability for income taxes is the  obligation of the partners
of the Partnership.

                                       29
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2003, 2002 and 2001
<TABLE>
<CAPTION>



NOTE 5 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
----------------------------------------------------

The following is a summary of the quarterly operations for the years ended March 31, 2003 and 2002:

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

               2003
               ----

<S>                                   <C>                 <C>                <C>                 <C>
Income                                $          1,000    $          4,000   $          1,000    $              -

Operating expenses                             (68,000)            (77,000)           (64,000)            (87,000)

Equity in losses of limited
     partnerships                             (163,000)           (165,000)          (163,000)           (261,000)

Net loss                                      (230,000)           (238,000)          (226,000)           (348,000)

Loss available to limited partners            (228,000)           (236,000)          (224,000)           (343,000)

Loss per limited partner unit                      (13)                (13)               (13)                (19)

               2002
               ----

Income                                $          3,000    $          2,000   $          1,000    $          4,000

Operating expenses                             (67,000)            (75,000)           (68,000)           (138,000)

Equity in losses of limited
     partnerships                             (146,000)           (190,000)          (171,000)           (316,000)

Net loss                                      (210,000)           (263,000)          (238,000)           (450,000)

Loss available to limited partners            (208,000)           (260,000)          (236,000)           (445,000)

Loss per limited partner unit                      (12)                (15)               (13)                (25)
</TABLE>


                                       30
<PAGE>




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

NOT APPLICABLE

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

The  Partnership has no directors,  executive  officers or employees of its own.
The following biographical information is presented for the directors, executive
officers  and   significant   employees  of  Associates,   which  has  principal
responsibility for the Partnership's affairs.

Associates is a California corporation which was organized in 1971. Its officers
and significant employees are:
<TABLE>
<CAPTION>
<S>                                   <C>
Wilfred N. Cooper, Sr.                Chairman of the Board
Wilfred N. Cooper, Jr.                President and Chief Executive Officer
David N. Shafer, Esq.                 Executive Vice President and Director of Asset Management
Sylvester P. Garban                   Senior Vice President - Institutional Investments
David C. Turek                        Senior Vice President - Originations
Thomas J. Riha, CPA                   Vice President - Chief Financial Officer
Michael J. Gaber                      Vice President - Acquisitions
Diemmy T. Tran                        Vice President - Portfolio Management
J. Brad Hurlbut                       Director of Syndications
</TABLE>

In addition to Wilfred N. Cooper,  Sr., the directors of Associates  are Wilfred
N. Cooper, Jr., David N. Shafer, and Kay L. Cooper. The principal shareholder of
Associates is a trust established by Wilfred N. Cooper, Sr.

Wilfred N.  Cooper,  Sr.,  age 72, 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.  Mr.  Cooper  is a Life  Director  of  the  National
Association of Home Builders and a National  Trustee for NAHB's Political Action
Committee,  and the Chairman of NAHB's Multifamily  Council. He is a Director of
the National Housing Conference and a member of NHC's Executive Committee, 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 40, is President, Chief Executive Officer, Secretary
and a Director and a member of the  Acquisition  Committee of Associates.  He is
President of, and a registered principal with, WNC Capital Corporation, and is a
Director 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 LIHC Monthly Report, a Steering Member of the Housing Credit
Group of the National  Association  of Home Builders,  an Alternate  Director of
NAHB,  a member of the  Advisory  Board of the New York  State  Association  for
Affordable  Housing and a member of the Urban Land  Institute.  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.


                                       31
<PAGE>

David N. Shafer,  age 50, is Executive Vice President,  a Director,  Director of
Asset Management and a member of the Acquisition Committee of Associates,  and a
Director 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 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.

Sylvester  P.  Garban,   age  57,  is  Senior  Vice  President  -  Institutional
Investments  of  Associates.  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.

David C. Turek,  age 48, is Senior Vice President - Originations  of Associates.
His  experience  with real estate  investments  and finance has continued  since
1976, and he has been employed by Associates since 1996.  Previously,  from 1995
to 1996,  Mr.  Turek served as a  consultant  for a national tax credit  sponsor
where he was  responsible  for on-site  feasibility  studies  and due  diligence
analyses of tax credit properties. From 1992 to 1995 he served as Executive Vice
President for Levcor, Inc., a multi-family development company, and from 1990 to
1992 he served as Vice President for the Paragon Group where he was  responsible
for tax credit development activities.  He is a Director of the National Housing
and Rehabilitation  Association,  the Rural Rental Housing Association of Texas,
and the Alabama Council of Affordable  Rental Housing.  Mr. Turek graduated from
Southern Methodist University in 1976 with a Bachelor of Business Administration
degree.

Thomas J. Riha, age 47, is Vice President - Chief Financial Officer and a member
of the  Acquisition  Committee of  Associates  and  President,  Treasurer  and a
Director of WNC Management, Inc. He has been involved in real estate acquisition
and investment  activities  since 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
Director  of the Task  Force on Housing  Credit  Certification  of the  National
Association  of Home Builders.  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.

Michael J. Gaber,  age 37, is Vice President - Acquisitions  and a member of the
Acquisition  Committee of Associates  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.

Diemmy T. Tran, age 37, is Vice President - Portfolio  Management of Associates.
She is responsible for overseeing  portfolio  management and investor  reporting
for  all  WNC  funds,  and  for  monitoring   investment  returns  for  all  WNC
institutional  funds. Ms. Tran has been involved in real estate asset management
and finance  activities for 12 years.  Prior to joining  Associates in 1998, Ms.
Tran served as senior asset manager for a national Tax Credit  sponsor and as an
asset specialist for the Resolution Trust  Corporation where she was responsible
for the disposition  and management of commercial  loan and REO portfolios.  Ms.
Tran is  licensed  as a  California  real  estate  broker.  She  graduated  from
California  State  University,  Northridge  in 1989 with a  Bachelor  of Science
degree in finance and a minor in real estate.

J. Brad  Hurlbut,  age 43, is  Director of  Syndications  of  Associates.  He is
responsible  for the financial  structuring of WNC's  institutional  funds.  Mr.
Hurlbut has 20 years of experience in real estate  investment  and  development.
Prior to  joining  WNC in 2000,  he served  as  corporate  controller  for Great
Western Hotels  Corporation.  Mr. Hurlbut has been an enrolled agent licensed to
practice before the IRS since 1984. He graduated from the University of Redlands
in 1981 with a  Bachelor  of  Science  degree in  business  management  and from
California State  University,  Fullerton in 1985 with a Master of Science degree
in taxation.

                                       32
<PAGE>


Kay L. Cooper,  age 66, is a Director of  Associates.  Mrs.  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.

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

      Inapplicable.

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

      Inapplicable.

(h)   Audit Committee Financial Expert
      --------------------------------

      Neither the Partnership nor Associates has an audit committee.

Item 11.  Executive Compensation

The Partnership has no officers,  employees,  or directors.  However,  under the
terms of the  Partnership  Agreement the Partnership is obligated to the General
Partner or its  affiliates  during the current or future years for the following
fees:

(a)  Annual Asset  Management  Fee. An annual asset  management fee in an amount
     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 the
     amount of the  mortgage  loans on and other  debts  related to, the Housing
     Complexes owned by such Local Limited  Partnerships.  Fees of $210,084 were
     incurred  during each of the years ended March 31, 2003, 2002 and 2001. The
     Partnership  paid the General Partner or its affiliates,  $25,000,  $28,750
     and $40,000 of those fees during the years then ended, respectively.

(b)  Subordinated  Disposition Fee. A subordinated  disposition fee in an amount
     equal to 1% of the  sale  price  received  in  connection  with the sale or
     disposition  of a Housing  Complex or Local Limited  Partnership  Interest.
     Subordinated  disposition  fees will be subordinated to the prior return of
     the Limited  Partners'  capital  contributions and payment of the Preferred
     Return on investment to the Limited Partners.  "Preferred  Return" means an
     annual,  cumulative but not  compounded,  "return" to the Limited  Partners
     (including Low Income Housing Credits) as a class on their adjusted capital
     contributions  commencing  for each Limited  Partner on the last day of the
     calendar quarter during which the Limited Partner's capital contribution is
     received by the  Partnership,  calculated at the following  rates:  (i) 16%
     through  December 31, 2001, and (ii) 6% for the balance of the Partnerships
     term. No disposition fees have been paid.

(c)  Operating  Expense.  The Partnership  reimbursed the General Partner or its
     affiliates for operating  expenses of  approximately  $30,700,  $28,500 and
     $23,500,   during  the  years  ended  March  31,   2003,   2002  and  2001,
     respectively.

(d)  Interest  in  Partnership.   The  General   Partners   receive  1%  of  the
     Partnership's  allocated Low Income Tax Housing Credits, which approximated
     $14,000,  $20,000 and  $21,000 for the General  Partner for the years ended
     December 31, 2002, 2001 and 2000,  respectively.  The General  Partners are
     also  entitled  to  receive  1%  of  cash  distributions.   There  were  no
     distributions  of cash to the General Partners during the years ended March
     31, 2003, 2002 and 2001.


                                       33
<PAGE>


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

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

          Inapplicable

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

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

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

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

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

          The  management  and control of the General  Partner and of Associates
          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 Partner 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  Partner of the
          Partnership and elect a successor General Partner.

Item 13.  Certain Relationships and Related Transactions

The General Partner manages all of the Partnership's  affairs.  The transactions
with  the  General  Partner  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  interest in the Partnership,  as discussed in Item 11
and in the notes to the Partnership's financial statements.

Item 14. Controls and Procedures

Associates,  on behalf of the  Partnership,  maintains  disclosure  controls and
procedures that are designed to ensure that information required to be disclosed
in our  periodic  reports  filed with the  Securities  and  Exchange  Commission
("SEC") is recorded, processed,  summarized and reported within the time periods
specified  in the  rules  and  forms of the SEC and  that  such  information  is
accumulated  and  communicated  to our management as appropriate to allow timely
decisions  regarding  required  disclosure.  In  designing  and  evaluating  the
disclosure controls and procedures,  our management recognized that any controls
and  procedures,  no matter how well  designed  and  operated,  can provide only
reasonable  assurance of achieving the desired control objectives and management
necessarily  was required to apply its judgment in evaluating  the  cost-benefit
relationship of possible controls and procedures.

Based on their most recent evaluation, which was completed within 90 days of the
filing of this Annual Report on Form 10-K, our Principal  Executive  Officer and
Principal  Financial Officer believe that our disclosure controls and procedures
(as defined in Rules 13a-14 and 15d-14 of the  Securities  Exchange Act of 1934,
as  amended)  are  effective.  There were no  significant  changes  in  internal
controls or in other  factors that could  significantly  affect  these  internal
controls subsequent to the date of their most recent evaluation.


                                       34
<PAGE>


PART IV.

Item 15.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

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

          Report of Independent  Certified Public Accountants
          Balance Sheets, as of March 31,  2003 and 2002
          Statements  of  Operations  for the years ended March 31, 2003,  2002
            and 2001
          Statements  of Partners'  Equity (Deficit) for the years ended
            March 31, 2003, 2002 and 2001
          Statements of Cash Flows for the years ended March 31, 2003,  2002
            and 2001
          Notes to Financial Statements

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

          Report  of  Independent  Certified  Public  Accountants  on  Financial
            Statement  Schedules
          Schedule III - Real Estate Owned by Local Limited Partnerships

(b)       Reports on Form 8-K.
          --------------------

          None

(c)       Exhibits.
          ---------

3.1       Agreement  of Limited  Partnership  dated as of  September  13,  1990,
          included  as  Exhibit  28.1 to the Form 10-K  filed for the year ended
          December 31, 1992, is hereby incorporated herein as Exhibit 3.1.

10.1      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 10.1.

10.2      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 10.2.

10.3      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 10.3.

10.4      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 10.4.

10.5      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 10.5.

10.6      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 10.6.

10.7      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 10.7.


                                       35
<PAGE>

10.8      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 10.8.

10.9      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 10.9.

10.10     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 10.10.

10.11     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 10.11.

10.12     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 10.12.

10.13     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 10.13.

10.14     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 10.14.

99.1      Certification of the Principal Executive Officer pursuant to 18 U.S.C.
          section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley
          Act of 2002. (filed herewith)

99.2      Certification of the Principal Financial Officer pursuant to 18 U.S.C.
          section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley
          Act of 2002. (filed herewith)

99.3      Financial  Statements  of Mecca  Apartments  II,  for the years  ended
          December 31, 2001 and 2000 together with Independent  Auditors' Report
          thereon;  filed as exhibit  99.3 on Form 10-K dated March 31,  2002; a
          significant subsidiary of the Partnership.

99.4      Financial  Statements  of Mecca  Apartments  II,  for the years  ended
          December 31, 2002 and 2001 together with Independent  Auditors' Report
          thereon; a significant subsidiary of the Partnership. (filed herewith)

99.5      Financial Statements of 601 Main Street Investors, for the years ended
          December 31, 2002 and 2001 together with Independent  Auditors' Report
          thereon; a significant subsidiary of the Partnership. (filed herewith)

(d)       Financial  statement  schedules  follow,  as set  forth in  subsection
          ----------------------------------------
          (a)(2) hereof.

                                       36
<PAGE>


          Report  of  Independent  Certified  Public  Accountants  on  Financial
          Statement Schedules




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


The audits  referred to in our report  dated May 15, 2003  relating to the 2003,
2002 and 2001  financial  statements of WNC  California  Housing Tax Credits II,
L.P.  (the  "Partnership"),  which are  contained  in Item 8 of this Form  10-K,
included  the audits of the  accompanying  financial  statement  schedules.  The
financial  statement  schedules  are  the  responsibility  of the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statement schedules based upon our audits.

In our opinion, such financial statement schedules present fairly, in all
material respects, the financial information set forth therein.



                                            /s/  BDO SEIDMAN, LLP


Costa Mesa, California
May 15, 2003

                                       37
<PAGE>



WNC California Housing Tax Credits II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2003
<TABLE>
<CAPTION>

                                              ------------------------------------  ------------------------------------------------
                                                    As of March 31, 2003                            As of December 31, 2002
------------------------------------------------------------------------------------------------------------------------------------
                                              Total Investment     Amount of       Encumbrances                              Net
                                           in Local Limited   Investment Paid  of Local Limited  Property and  Accumulated   Book
   Partnership Name       Location              Partnerships        to Date       Partnerships    Equipment  Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                <C>               <C>          <C>            <C>            <C>           <C>
601 Main Street           Stockton,
Investors                 California         $ 1,656,000       $ 1,656,000  $  3,951,000   $ 5,564,000    $ 2,085,000   $ 3,479,000

ADI Development           Delhi,
Partners                  California             699,000           699,000     1,199,000     1,915,000        527,000      1,388,000

Bayless Garden
Apartments                Red Bluff,
Investors                 California           1,110,000         1,110,000     1,258,000     2,591,000      1,038,000      1,553,000

Blackberry                Lodi,
Oaks, Ltd                 California             463,000           463,000     1,904,000     2,448,000        587,000      1,861,000

Jacob's                   Exeter,
Square                    California           1,324,000         1,324,000     1,567,000     2,887,000        887,000      2,000,000

Mecca                     Mecca,
Apartments II             California           2,200,000         2,200,000     2,497,000     4,362,000        902,000      3,460,000

Nevada                    Grass Valley,
Meadows                   California             459,000           459,000     1,908,000     2,599,000        540,000      2,059,000

Northwest
Tulare                    Ivanhoe,
Associates                California           1,226,000         1,226,000     1,747,000     2,989,000      1,154,000      1,835,000

Orland                    Orland,
Associates                California             432,000           432,000     1,698,000     2,264,000        592,000      1,672,000

Pine Gate
Limited                   Ahoskie,
Partnership               California             272,000           272,000     1,435,000     1,962,000        406,000      1,556,000
</TABLE>


                                       38
<PAGE>


WNC California Housing Tax Credits II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2003
<TABLE>
<CAPTION>

                                              ------------------------------------  ------------------------------------------------
                                                    As of March 31, 2003                            As of December 31, 2002
------------------------------------------------------------------------------------------------------------------------------------
                                              Total Investment     Amount of       Encumbrances                              Net
                                           in Local Limited   Investment Paid  of Local Limited  Property and  Accumulated   Book
   Partnership Name       Location              Partnerships        to Date       Partnerships    Equipment  Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                <C>               <C>          <C>            <C>            <C>            <C>
Silver Birch              Huron,
Associates                California             378,000           378,000     1,329,000     1,718,000        607,000      1,111,000

Twin Pines
Apartments                Groveland,
Associates                California           1,278,000         1,278,000     1,788,000     3,364,000      1,320,000      2,044,000

Ukiah                     Ukiah,
Terrace                   California             349,000           349,000     1,760,000     2,312,000        898,000      1,414,000

Woodlake
Garden                    Woodlake,
Apartments                California             548,000           548,000     1,902,000     2,491,000        700,000      1,791,000

Yucca-Warren
Vista                     Joshua Tree,
Associates                California             520,000           520,000     2,143,000     2,542,000        619,000      1,923,000
                                             ------------      ------------ -------------  -----------    ------------   -----------

                                             $12,914,000       $12,914,000  $ 28,086,000   $42,008,000    $12,862,000    $29,146,000
                                             ============      ============ =============  ===========    ============   ===========
</TABLE>



                                       39
<PAGE>



WNC California Housing Tax Credits II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2003
<TABLE>
<CAPTION>

                              --------------------------------------------------------------------------------------
                                                      For the year ended December 31, 2002
                              --------------------------------------------------------------------------------------
                                                                         Year Investment                  Estimated Useful
      Partnership Name          Rental Income        Net Income(Loss)         Acquired         Status       Life (Years)
--------------------------------------------------------------------------------------------------------------------
<C>                                    <C>                  <C>                   <C>        <C>                     <C>
601 Main Street Investors              $ 512,000            $ (330,000)           1991       Completed                39

ADI Development Partners                 139,000               (57,000)           1991       Completed                40

Bayless Garden
Apartments Investors                     186,000              (111,000)           1992       Completed               27.5

Blackberry Oaks, Ltd.                    240,000               (18,000)           1992       Completed                40

Jacob's Square                           206,000               (95,000)           1993       Completed               27.5

Mecca Apartments II                      272,000              (206,000)           1993       Completed                40

Nevada Meadows                           207,000               (54,000)           1993       Completed                40

Northwest Tulare Associates              180,000              (139,000)           1991       Completed               27.5

Orland Associates                        211,000               (39,000)           1991       Completed                40

Pine Gate Limited Partnership            227,000               (27,000)           1994       Completed                50

Silver Birch Associates                  144,000               (34,000)           1992       Completed               27.5

Twin Pines Apartments Associates         169,000              (190,000)           1991       Completed               27.5

Ukiah Terrace                            187,000               (71,000)           1991       Completed               27.5

Woodlake Garden Apartments               215,000               (74,000)           1991       Completed                40

Yucca-Warren
Vista Associates, Ltd.                   231,000               (43,000)           1991       Completed                50
                                      -----------          -------------
                                      $3,326,000           $(1,488,000)
                                      ===========          =============
</TABLE>

                                       40
<PAGE>



WNC California Housing Tax Credits II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2002
<TABLE>
<CAPTION>

                                              ------------------------------------  ------------------------------------------------
                                                    As of March 31, 2002                            As of December 31, 2001
------------------------------------------------------------------------------------------------------------------------------------
                                              Total Investment     Amount of       Encumbrances                              Net
                                           in Local Limited   Investment Paid  of Local Limited  Property and  Accumulated   Book
   Partnership Name       Location              Partnerships        to Date       Partnerships    Equipment  Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                <C>               <C>          <C>            <C>            <C>           <C>
601 Main Street           Stockton,
Investors                 California         $ 1,656,000       $ 1,656,000  $  3,967,000   $ 5,562,000    $ 1,889,000    $ 3,673,000

ADI Development           Delhi,
Partners                  California             699,000           699,000     1,207,000     1,909,000        482,000      1,427,000

Bayless Garden
Apartments                Red Bluff,
Investors                 California           1,110,000         1,110,000     1,268,000     2,580,000        943,000      1,637,000

Blackberry                Lodi,
Oaks, Ltd                 California             463,000           463,000     1,912,000     2,446,000        526,000      1,920,000

Jacob's                   Exeter,
Square                    California           1,324,000         1,324,000     1,574,000     2,873,000        793,000      2,080,000

Mecca                     Mecca,
Apartments II             California           2,200,000         2,200,000     2,504,000     4,361,000        785,000      3,576,000

Nevada                    Grass Valley,
Meadows                   California             459,000           459,000     1,917,000     2,599,000        478,000      2,121,000

Northwest
Tulare                    Ivanhoe,
Associates                California           1,226,000         1,226,000     1,757,000     2,977,000      1,053,000      1,924,000

Orland                    Orland,
Associates                California             432,000           432,000     1,703,000     2,259,000        537,000      1,722,000

Pine Gate
Limited                   Ahoskie,
Partnership               California             272,000           272,000     1,441,000     1,929,000        346,000      1,583,000
</TABLE>


                                       41
<PAGE>


WNC California Housing Tax Credits II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2002
<TABLE>
<CAPTION>

                                              ------------------------------------  ------------------------------------------------
                                                    As of March 31, 2002                            As of December 31, 2001
------------------------------------------------------------------------------------------------------------------------------------
                                              Total Investment     Amount of       Encumbrances                              Net
                                           in Local Limited   Investment Paid  of Local Limited  Property and  Accumulated   Book
   Partnership Name       Location              Partnerships        to Date       Partnerships    Equipment  Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                <C>               <C>          <C>            <C>            <C>            <C>
Silver Birch              Huron,
Associates                California             378,000           378,000     1,334,000     1,714,000        549,000      1,165,000

Twin Pines
Apartments                Groveland,
Associates                California           1,278,000         1,278,000     1,789,000     3,346,000      1,192,000      2,154,000

Ukiah                     Ukiah,
Terrace                   California             349,000           349,000     1,765,000     2,309,000        824,000      1,485,000

Woodlake
Garden                    Woodlake,
Apartments                California             548,000           548,000     1,913,000     2,484,000        626,000      1,858,000

Yucca-Warren
Vista                     Joshua Tree,
Associates                California             520,000           520,000     2,150,000     2,535,000        568,000      1,967,000
                                             ------------      ------------ -------------  -----------    ------------   -----------

                                             $12,914,000       $12,914,000  $ 28,201,000   $41,883,000    $11,591,000    $30,292,000
                                             ============      ============ =============  ===========    ============   ===========
</TABLE>



                                       42
<PAGE>






WNC California Housing Tax Credits II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2002
<TABLE>
<CAPTION>

                              --------------------------------------------------------------------------------------
                                                      For the year ended December 31, 2001
                              --------------------------------------------------------------------------------------
                                                                         Year Investment                  Estimated Useful
      Partnership Name          Rental Income        Net Income(Loss)         Acquired         Status       Life (Years)
--------------------------------------------------------------------------------------------------------------------
<C>                                    <C>                  <C>                   <C>        <C>                     <C>
601 Main Street Investors              $ 458,000            $ (314,000)           1991       Completed                39

ADI Development Partners                 123,000               (58,000)           1991       Completed                40

Bayless Garden
Apartments Investors                     180,000               (96,000)           1992       Completed               27.5

Blackberry Oaks, Ltd.                    217,000               (24,000)           1992       Completed                40

Jacob's Square                           204,000               (79,000)           1993       Completed               27.5

Mecca Apartments II                      261,000              (198,000)           1993       Completed                40

Nevada Meadows                           197,000               (58,000)           1993       Completed                40

Northwest Tulare Associates              157,000              (151,000)           1991       Completed               27.5

Orland Associates                        206,000               (18,000)           1991       Completed                40

Pine Gate Limited Partnership            226,000               (51,000)           1994       Completed                50

Silver Birch Associates                  138,000               (30,000)           1992       Completed               27.5

Twin Pines Apartments Associates         152,000              (213,000)           1991       Completed               27.5

Ukiah Terrace                            185,000               (65,000)           1991       Completed               27.5

Woodlake Garden Apartments               194,000               (53,000)           1991       Completed                40

Yucca-Warren
Vista Associates, Ltd.                   219,000               (26,000)           1991       Completed                50
                                      -----------          -------------
                                      $3,117,000           $(1,434,000)
                                      ===========          =============
</TABLE>

                                       43
<PAGE>



WNC California Housing Tax Credits II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001
<TABLE>
<CAPTION>

                                              ------------------------------------  ------------------------------------------------
                                                    As of March 31, 2001                            As of December 31, 2000
------------------------------------------------------------------------------------------------------------------------------------
                                              Total Investment     Amount of       Encumbrances                              Net
                                           in Local Limited   Investment Paid  of Local Limited  Property and  Accumulated   Book
   Partnership Name       Location              Partnerships        to Date       Partnerships    Equipment  Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                <C>               <C>          <C>            <C>            <C>            <C>
601 Main Street           Stockton,
Investors                 California         $ 1,656,000       $ 1,656,000  $  3,984,000   $ 5,559,000    $ 1,693,000    $ 3,866,000

ADI Development           Delhi,
Partners                  California             699,000           699,000     1,214,000     1,904,000        437,000      1,467,000

Bayless Garden
Apartments                Red Bluff,
Investors                 California           1,110,000         1,110,000     1,276,000     2,576,000        849,000      1,727,000

Blackberry                Lodi,
Oaks, Ltd                 California             463,000           463,000     1,920,000     2,443,000        464,000      1,979,000

Jacob's                   Exeter,
Square                    California           1,324,000         1,324,000     1,580,000     2,860,000        697,000      2,163,000

Mecca                     Mecca,
Apartments II             California           2,200,000         2,200,000     2,498,000     4,361,000        699,000      3,692,000

Nevada                    Grass Valley,
Meadows                   California             459,000           459,000     1,925,000     2,599,000        416,000      2,183,000

Northwest
Tulare                    Ivanhoe,
Associates                California           1,226,000         1,226,000     1,768,000     2,967,000        954,000      2,013,000

Orland                    Orland,
Associates                California             432,000           432,000     1,709,000     2,259,000        481,000      1,778,000

Pine Gate
Limited                   Ahoskie,
Partnership               California             272,000           272,000     1,447,000     1,873,000        293,000      1,580,000
</TABLE>


                                       44
<PAGE>


WNC California Housing Tax Credits II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001
<TABLE>
<CAPTION>

                                              ------------------------------------  ------------------------------------------------
                                                    As of March 31, 2001                            As of December 31, 2000
------------------------------------------------------------------------------------------------------------------------------------
                                              Total Investment     Amount of       Encumbrances                              Net
                                           in Local Limited   Investment Paid  of Local Limited  Property and  Accumulated   Book
   Partnership Name       Location              Partnerships        to Date       Partnerships    Equipment  Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>                <C>               <C>          <C>            <C>            <C>            <C>
Silver Birch              Huron,
Associates                California             378,000           378,000     1,339,000     1,714,000        491,000      1,223,000

Twin Pines
Apartments                Groveland,
Associates                California           1,278,000         1,278,000     1,788,000     3,332,000      1,065,000      2,267,000

Ukiah                     Ukiah,
Terrace                   California             349,000           349,000     1,770,000     2,301,000        752,000      1,549,000

Woodlake
Garden                    Woodlake,
Apartments                California             548,000           548,000     1,924,000     2,471,000        552,000      1,919,000

Yucca-Warren
Vista                     Joshua Tree,
Associates                California             520,000           520,000     2,156,000     2,529,000        581,000      2,011,000
                                             ------------      ------------ -------------  -----------    ------------   -----------

                                             $12,914,000       $12,914,000  $ 28,298,000   $41,748,000    $10,331,000    $31,417,000
                                             ============      ============ =============  ===========    ============   ===========
</TABLE>



                                       45
<PAGE>




WNC California Housing Tax Credits II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001
<TABLE>
<CAPTION>

                              --------------------------------------------------------------------------------------
                                                      For the year ended December 31, 2000
                              --------------------------------------------------------------------------------------
                                                                         Year Investment                  Estimated Useful
      Partnership Name          Rental Income        Net Income(Loss)         Acquired         Status       Life (Years)
--------------------------------------------------------------------------------------------------------------------
<C>                                    <C>                  <C>                   <C>        <C>                     <C>
601 Main Street Investors              $ 388,000            $ (328,000)           1991       Completed                39

ADI Development Partners                 121,000               (52,000)           1991       Completed                40

Bayless Garden
Apartments Investors                     176,000               (96,000)           1992       Completed               27.5

Blackberry Oaks, Ltd.                    218,000               (15,000)           1992       Completed                40

Jacob's Square                           193,000              (103,000)           1993       Completed               27.5

Mecca Apartments II                      263,000              (177,000)           1993       Completed                40

Nevada Meadows                           196,000               (41,000)           1993       Completed                40

Northwest Tulare Associates              168,000              (123,000)           1991       Completed               27.5

Orland Associates                        202,000               (22,000)           1991       Completed                40

Pine Gate Limited Partnership            226,000                18,000            1994       Completed                50

Silver Birch Associates                  139,000               (42,000)           1992       Completed               27.5

Twin Pines Apartments Associates         134,000              (134,000)           1991       Completed               27.5

Ukiah Terrace                            185,000               (60,000)           1991       Completed               27.5

Woodlake Garden Apartments               183,000               (33,000)           1991       Completed                40

Yucca-Warren
Vista Associates, Ltd.                   219,000                (8,000)           1991       Completed                50
                                      -----------          -------------
                                      $3,011,000           $(1,216,000)
                                      ===========          =============
</TABLE>

                                       46
<PAGE>



                                   SIGNATURES


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

WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.

By:      WNC & Associates, Inc.,
         General Partner

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

Date:  July 11, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.


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

Date:  July 11, 2003

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

Date:  July 11, 2003


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

Date:  July 11, 2003

By:      /s/ David N. Shafer
         --------------------
         David N Shafer,
         Director of WNC & Associates, Inc.

Date:  July 11, 2003


                                       47

<PAGE>


                                 CERTIFICATIONS

     I,   Wilfred N. Cooper, Jr., certify that:

     1.   I have  reviewed  this  annual  report on Form 10-K of WNC  CALIFORNIA
          HOUSING TAX CREDITS II, L.P.;

     2.   Based on my knowledge,  this annual report does not contain any untrue
          statement  of a  material  fact  or  omit to  state  a  material  fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the periods covered by this annual report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this  annual  report,  fairly  present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this annual report;

     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:

          (a)  designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               annual report is being prepared;

          (b)  evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this annual report (the "Evaluation Date"); and

          (c)  presented  in  this  annual  report  our  conclusions  about  the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent function):

          (a)  all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          (b)  any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6.   The  registrant's  other  certifying  officers and I have indicated in
          this annual report  whether or not there were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.

     Date:  July 11, 2003


     /s/  Wilfred N. Cooper, Jr.
     ---------------------------

     [Signature]

     Chairman and Chief Executive Officer of WNC & Associates, Inc.


                                       48
<PAGE>


                                 CERTIFICATIONS

     I,   Thomas J. Riha, certify that:

     1.   I have  reviewed  this  annual  report on Form 10-K of WNC  CALIFORNIA
          HOUSING TAX CREDITS II, L.P.;

     2.   Based on my knowledge,  this annual report does not contain any untrue
          statement  of a  material  fact  or  omit to  state  a  material  fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the periods covered by this annual report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this  annual  report,  fairly  present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this annual report;

     4.   The registrant's  other certifying  officers and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:

          (a)  designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               annual report is being prepared;

          (b)  evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this annual report (the "Evaluation Date"); and

          (c)  presented  in  this  annual  report  our  conclusions  about  the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent function):

          (a)  all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          (b)  any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6.   The  registrant's  other  certifying  officers and I have indicated in
          this annual report  whether or not there were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.

     Date:  July 11, 2003


     /s/  Thomas J. Riha
     -------------------

     [Signature]

     Vice-President - Chief Financial Officer of WNC & Associates, Inc.

                                       49