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 December 31, 1996

                                       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.

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

California                                                   33-0433017

                   WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
              3158 Redhill Avenue, Suite 120, Costa Mesa, CA 92626

                                                            (714) 662-5565

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

Title of Securities                                Exchanges on which Registered

NONE                                                         NONE



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

UNITS OF LIMITED PARTNERSHIP INTERESTS
<PAGE>



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

      State  the   aggregate   market   value  of  the  voting   stock  held  by
non-affiliates of the registrant. In applicable.

                       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




<PAGE>


Item 1.  Business


PART I.


Organization

WNC  California  Tax  Credits  II, L.P.  ("CHTC II" 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 local limited partnerships ("Local Limited Partnerships") which own
multifamily  apartment  complexes  that are  eligible  for  Federal and (in some
cases) California low-income tax credits ("the 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 business of
the Partnership is conducted primarily through Associates as neither the General
Partner nor the Partnership has employees of its own.

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,  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  in  Local  Limited
Partnerships each of which will own and operate an apartment complex ("Apartment
Complex")  which will qualify for the Low Income  Housing  Credits.  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  against  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.  The  Apartment  Complex  is
subject to a 15-year compliance period (the "Compliance Period").

In  general,  in  order to avoid  recapture  of the  Housing  Tax  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 a Local Limited  Partnership of any Apartment Complex prior to the end of the
applicable  Compliance  Period.  Because  of (i)  the  nature  of the  Apartment
Complexes,  (ii) the  difficulty of predicting  the resale market for low-income
housing  15 or  more  year  in  the  future,  and  (iii)  the  inability  of the
Partnership  to directly  cause the sale of  Apartment  Complexes by the general
partners of the respective Local Partnerships  ("Local General  Partners"),  but
generally  only to require such Local General  Partners to use their  respective
best efforts to find a purchaser for the Apartment Complexes, it is not possible
at this time to predict  whether the  liquidation  of  substantially  all of the
Partnership's assets and the disposition of the proceeds,  if any, in accordance
with  the   Partnership's   Agreement  of  Limited   Partnership   ("Partnership
Agreement")  will be able to be accomplished  promptly at the end of the 15-year
period.  If a Local  Partnership is unable to sell an Apartment  Complex,  it is
anticipated  that the Local General Partner will either continue to operate such
Apartment  Complex  or take such  other  actions  as the Local  General  Partner
believes  to be in the  best  interest  of the  Local  Limited  Partnership.  In
addition,  circumstances  beyond the  control of the  General  Partner may occur
during the Compliance  Period which would require the Partnership to approve the
disposition of an Apartment Complex prior to the end thereof.

                                       2
<PAGE>

As of December 31, 1996, CHTC II has invested in 15 Local Limited  Partnerships.
Each of these Local  Partnerships own an Apartment  Complex that is eligible for
the Federal Housing Tax Credit.  Twelve of the these fifteen Apartment Complexes
are  eligible  for  the  California   Housing  Tax  Credit.  All  of  the  Local
Partnerships   also  benefit  from   government   programs   promoting  low-  or
moderate-income housing.

The Partnership's  investments in Local Limited  Partnerships are subject to the
risks incident to the management and ownership of low-income  housing and to the
management and ownership of multifamily  residential real estate.  Some of these
risks are that the Housing Tax Credits could be recaptured  and that neither the
Partnership's investments nor the Apartment Complexes owned by the Local Limited
Partnerships will be readily marketable. Additionally, there can be no assurance
that the  Partnership  will be able to  dispose  of its  interest  in the  Local
Limited  Partnerships  at the end of the  Compliance  Period.  The  value of the
Partnership's  investments  will be subject to  changes  in  national  and local
economic conditions,  including unemployment  conditions,  which could adversely
impact vacancy levels, rental payment defaults and operating expenses.  This, in
turn,  could  substantially  increase  the  risk  of  operating  losses  for the
Apartment  Complexes  and the  Partnership.  The  Apartment  Complexes  could be
subject to loss through foreclosure. In addition, each Local Limited Partnership
is  subject  to  risks  relating  to   environmental   hazards  which  might  be
uninsurable.  Because the  Partnership's  ability to control its operations will
depend on these and other factors beyond the control of the General  Partner and
the  Local  General  Partners,  there  can  be  no  assurance  that  Partnership
operations will be profitable or that the anticipated Low Income Housing Credits
will be available to Limited Partners.

As of December 31, 1996,  the 15  Apartment  Complexes  acquired by CHTC II were
completed and in  operation.  The Apartment  Complexes  were  developed by Local
General Partners who acquired the sites and applied for applicable mortgages and
subsidies.  CHTC II became the principal  limited partner in these Local Limited
Partnerships  pursuant  to  arm's-length  negotiations  with the  Local  General
Partner.  As a limited  partner,  CHTC II  liability  for  obligations  of Local
Partnership  is limited to its  investment.  The Local General  Partners of each
Local Limited Partnership retain  responsibility for maintaining,  operating and
managing the Apartment Complex.


                                       3
<PAGE>




The  following  is a schedule of the status,  as of December  31,  1996,  of the
Apartment  Complexes  owned by Local  Partnerships in which CHTC II is a limited
partner.
<TABLE>
<CAPTION>

                                      SCHEDULE OF PROJECTS OWNED BY LOCAL PARTNERSHIPS
                                         IN WHICH THE PARTNERSHIP HAS AN INVESTMENT
                                                   AS OF DECEMBER 31, 1996

                                              No. of             Units               Units             Percentage of Total
Name & Location                                Apts.            Completed            Occupied             Units Occupied
<S>                                           <C>               <C>                  <C>               <C>    

601 Main Street Investors                     156                156                   151                      97%
  Stockton, California
ADI Development Partners, Ltd.                 31                 31                    27                      87
  Delhi, California
Bayless Garden Apartments                      46                 46                    45                      98
  Red Bluff, California
Blackberry Oaks, Ltd.                          42                 42                    42                     100
  Lodi, California
Jacob's Square                                 45                 45                    36                      80
  Exeter, California
Mecca Apartments II                            60                 60                    56                      93
  Mecca, California
Nevada Meadows                                 34                 34                    34                     100
  Grass Valley, California
Northwest Tulare Associates                    54                 54                    51                      94
  Ivanhoe, California
Orland Associates, Ltd.                        39                 39                    39                     100
  Orland, California
Pinegate                                       56                 56                    56                     100
  Ahoskie, North Carolina
Silver Birch                                   35                 35                    33                      94
  Huron, California
Twin Pines Apartments Association              39                 39                    39                     100
  Groveland, California
Ukiah Terrace                                  42                 42                    42                     100
  Ukiah, California
Woodlake Garden Apts.                          48                 48                    42                      88
  Woodlake, California
Yucca Warren Vista, Ltd.                       50                 50                    46                      92
  Joshua Tree, California
                                              -------            ------                ------                  ------    

                                              777                777                   739                      95%
                                              ===                ===                   ===                      ==
</TABLE>





Item 2.  Properties

 
Through  its  investment  in Local  Partnerships  CHTC II holds an  interest  in
Apartment  Complexes.  See Item 1 for information  pertaining to these Apartment
Complexes.




Item 3.  Legal Proceedings

None.

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

None.

                                       4
<PAGE>

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

         PART II.


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.  Units  can  be  assigned  only  if  certain
requirements in Partnership Agreement are satisfied.

At December 31, 1996, there were 1,269 Limited Partners. The Partnership was not
designed to provide  cash  distributions  to Limited  Partners in  circumstances
other than  refinancing  of Apartment  Complexes or  disposition of its in Local
Limited Partnership Interests.  The Limited Partners received Low Income Housing
Credits per Unit as follows:


                           1996             1995
                           ----             ----
         Federal           $116             $108
         California          37               98
                          ------           ------
         Total             $153             $206
                           ====             ====


Item 6.  Selected Financial Data


<TABLE>
<CAPTION>

                                         Years Ended December 31,
                                         ------------------------


                                 1996              1995              1994              1993               1992
                                 ----              ----              ----              ----               ----
<S>                          <C>               <C>               <C>                <C>               <C>    
Revenues                         $24,231           $52,399           $61,226           $133,580           $72,092

Partnership operating
expenses                        (289,038)         (306,261)         (403,236)          (210,562)         (140,600)

Equity in loss of
Local Partnerships            (1,128,793)       (1,579,652)       (1,194,095)        (1,081,114)         (731,542)
                              ----------        ----------        ----------         ----------          --------

Net loss                     $(1,393,600)      $(1,833,514)      $(1,536,105)       ($1,158,096)        ($800,050)
                             ===========       ===========       ===========        ===========         =========


Net loss per Limited
Partnership interest                $(78)            $(102)             $(86)              $(65)            $(193)
                                     ===              ====               ===                ===              ====

Total assets                  $8,976,925       $10,788,485       $12,876,510        $16,332,339       $14,570,911
                              ==========       ===========       ===========        ===========       ===========

Net investment in
Limited Partnerships          $8,447,282        $9,640,622       $11,178,031        $12,182,746        $9,064,962
                              ==========        ==========       ===========        ===========        ==========
</TABLE>





                                       

                                       5
<PAGE>

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


Overall,  as reflected in its Statement of Cash Flows, the Partnership had a net
decrease in cash and cash equivalents of  approximately  $596,000 for the period
ended December 31, 1996.  This decrease in cash resulted  primarily from uses by
investing  activities,  and secondarily from operations.  Cash used by investing
activities consisted primarily of capital  contributions to limited partnerships
and loans receivable of  approximately  $555,000 and $6,000 and cash provided by
investing  activities from  distributions of $11,000 from limited  partnerships.
Cash used in operations  represents  revenues  resulting from interest earned on
cash  balances  offset by the payment of  operating  expenses and the payment of
management fees to the General Partner.

Overall,  as reflected in its Statement of Cash Flows, the Partnership had a net
decrease in cash and cash equivalents of  approximately  $579,000 for the period
ended December 31, 1995.  This decrease in cash resulted  primarily from uses by
investing activities,  and secondarily from operations and financing activities.
Cash used by investing activities  consisted primarily of capital  contributions
to limited  partnerships  and loans  receivable  of  approximately  $512,000 and
$2,000 and cash provided by investing  activities from  distributions  of $4,000
from limited partnerships. Cash used in operations represents revenues resulting
from  interest  earned on cash  balances  offset  by the  payment  of  operating
expenses and the payment of management fees to the General Partner.

As of December 31, 1996 the  Partnership  was indebted to the General Partner in
the amount of approximately  $703,700.  The component items of such indebtedness
were as follows:  accrued asset  management fees of  approximately  $699,800 and
advances for operation expense of $3,900.

The Partnership raised $17,726,000 from investors by means of a public offering.
The Net Proceeds  available  for  investment  were  disbursed for the payment of
Acquisition Fees and Acquisition  Expenses,  the establishment of Reserves,  the
payment of  operating  expenses  and the  acquisition  of  investments  in Local
Partnerships  which own the Apartment  Complexes.  As of December 31, 1996,  the
Partnership  had made capital  contributions  to Local Limited  Partnerships  of
approximately   $12,840,000  and  had  no  commitments  for  additional  capital
contributions.

Prior to sale of the  Apartment  Complexes,  it is not expected  that any of the
Local Limited  Partnerships in which the Partnership has invested or will invest
will generate cash sufficient to provide distributions to The Partnership of any
material amount.  Distributions  to the Partnership  would first by used to meet
operating  expenses  of the  Partnership,  including  the  payment  of the Asset
Management Fee to the General Partner.  See Item 11 hereof.  As a result,  it is
not anticipated that the Partnership  will provide  distributions to the Limited
Partners prior to the same of the Apartment Complexes.

                                       6
<PAGE>

Partnership's  investments  are not  readily  marketable  and may be affected by
adverse general economic conditions which, in turn, could substantially increase
the risk of operating losses for the Apartment Complexes, the Local Partnerships
and the Partnership. These problems may result from a number of factors, many of
which cannot be controlled  by the General  Partner.  Nevertheless,  the General
Partner anticipates that capital raised from the sale of the Units is sufficient
to fund the Partnership's operations.

Subsequent  to the close of its public  offering,  the  Partnership  established
working capital  reserves of  approximately  4.2% of capital  contributions  (or
approximately  $738,000),  an amount which is  anticipated  to be  sufficient to
satisfy general working capital and administrative  expense  requirements of the
Partnership  including  payment of the Asset  Management Fee as well as expenses
attendant to the preparation of tax returns and reports to the limited  partners
and other investor servicing obligations of the Partnership.  To the extent that
working capital  reserves are  insufficient to satisfy the cash  requirements of
the Partnership, it is anticipated that additional funds would be sought through
bank loans or other institutional  financing. The General Partner may also apply
any cash  distributions  received from the local limited  partnerships  for such
purposes or to replenish or increase working capital reserves.

Under its Partnership  Agreement,  the Partnership  does not have the ability to
assess its Limited  Partners for  additional  capital  contributions  to provide
capital if needed by the Partnership or Local Limited Partnerships. Accordingly,
if  circumstances  arise that cause the Local  Limited  Partnerships  to require
capital in addition to that contributed by the Partnership and any equity of the
Local General  Partners,  the only sources from which such capital needs will be
able  to be  satisfied  (other  than  the  limited  reserves  available  at  the
Partnership  level) will be (i)  third-party  debt  financing  (which may not be
available,  if, as expected,  the apartment complexes owned by the Local Limited
Partnerships  are  already  substantially  leveraged),  (ii)  additional  equity
contributions  or advances of the Local  General  Partners,  (iii) other  equity
sources (which could adversely affect the Partnership's interest in tax credits,
cash flow and/or proceeds of sale or refinancing of the Apartment  Complexes and
result in adverse tax consequences to the limited partners), or (iv) the sale or
disposition  of the  Apartment  Complexes  (which  could  have the same  adverse
effects as discussed in (iii) above).  There can be no assurance that funds from
any of such sources would be readily available in sufficient amounts to fund the
capital requirement of the Local Limited Partnerships in question. If such funds
are not  available,  the Local Limited  Partnerships  would risk  foreclosure on
their Apartment  Complexes if they were unable to renegotiate the terms of their
first  mortgages  and any other debt secured by the  apartment  complexes to the
extent the capital requirements of the Local Limited Partnerships relate to such
debt.



         Results of Operations

The Partnership was formed to provide various  benefits to its Limited  Partners
as  discussed  in Item 1.  It is not  expected  that  any of the  Local  Limited
Partnerships  in which the  Partnership  has invested  will  generate  cash flow
sufficient  to provide for  distributions  to Limited  Partners in any  material
amount.

However,  in 1992 the Partnership  returned  approximately  $271,000 in offering
proceeds to Limited  Partners  admitted to the  Partnership  as of December  31,
1991. No future distributions of offering proceeds are anticipated.

                                       7
<PAGE>

In general,  in order to avoid  recapture  of Low Income  Housing  Credits,  the
Partnership  does  not  expect  that  it  will  dispose  of  its  Local  Limited
Partnership  Interests or approve the sale by a Local Limited Partnership of any
Apartment Complex prior to the end of the applicable Compliance Period.  Because
of (i) the nature of the Apartment Complexes,  (ii) the difficulty of predicting
the resale  market for  low-income  housing 15 or more years in the future,  and
(iii) the inability of the  Partnership  to directly cause the sale of Apartment
Complexes by Local General  Partners,  but generally  only to require such Local
General  Partners to use their  respective  best efforts to find a purchaser for
the Apartment Complexes,  it is not possible at this time to predict whether the
liquidation of substantially all of the Partnership's assets and the disposition
of the proceeds,  if any, in accordance with the  Partnership  Agreement will be
able to be accomplished  promptly at the end of the 15-year  period.  If a Local
Partnership is unable to sell an Apartment  Complex,  it is anticipated that the
Local General Partner will either continue to operate such Apartment  Complex or
take such other actions as the Local General Partner  believes to be in the best
interest of the Local Limited Partnership. In addition, circumstances beyond the
control of the General  Partner may occur  during the  Compliance  Period  which
would require the Partnership to approve the disposition of an Apartment Complex
prior to the end thereof.

As of  December  31,  1996,  the  Partnership  had  acquired  15  Local  Limited
Partnership Interests.  Each of the 15 Apartment Complexes owned by the 15 Local
Limited  Partnerships  receives or is expected to receive Government  Assistance
and each of them has received a reservation for Low Income Housing  Credits.  As
of December 31, 1996 all 15 of the Apartment Complexes had commenced operations.
Consistent with the Partnership's  investment objective,  each Local Partnership
is  generating  Housing  Tax Credits  for a period of  approximately  ten years,
commencing with completion of  construction or  rehabilitation  of its Apartment
Complex(es)  and is generating  or is expected to generate  losses until sale of
the Apartment Complex(es).

As reflected on its  Statements of  Operations,  the  Partnership  had losses of
$1,393,600,  $1,833,514 , and  $1,536,105 for the years ended December 31, 1996,
1995,  and 1994,  respectively.  The component  items of revenue and expense are
discussed below.

Revenue.  Partnership  revenues  consisted  entirely of interest  earned on cash
deposits held in financial institutions as Reserves.  Interest revenue in future
years will be a function  of  prevailing  interest  rates and the amount of cash
balances.

Expenses. The most significant component of operating expenses is expected to be
the asset  management fee. The asset management fee is equal to 0.5% of invested
asset in Local Limited  Partnerships:  accordingly  the amount to be incurred in
the future is a function of the level of such invested assets (i.e.,  the sum of
the Partnerships'  capital  contributions to the Local Limited Partnerships plus
the Partnership's share of the debts related to the Apartment Complexes owned by
such Local Limited  Partnerships).  The annual asset management fee incurred was
$209,807,  $199,751,  and $175,287, for the years ended December 31, 1996, 1995,
and 1994, respectively.

For 1994, other operating  expenses  includes the write off of $160,000 advanced
to the Twin Pines limited partnership. These advances were made in 1993 and 1994
and were for landscaping and operating deficits. Twin Pines is in the process of
re-negotiating its mortgage with the lender. Additionally,  in 1994 a non-profit
entity was  installed  as the local  general  partner  which will  result in the
abatement of future  property  taxes.  In April 1997, the  Partnership  advanced
$72,000 in connection with a work-out of the permanent loan on the property.  It
is not anticipated that the Partnership will have to advance additional funds in
a  material  amount to Twin  Pines.  The  remaining  portion  of other  expenses
consists of the Partnership's  administrative  expenses,  such as accounting and
legal fees, bank charges and investor reporting expenses.

                                       8
<PAGE>

Equity in losses from Local Limited  Partnerships.  The Partnership's  equity in
losses from Local Limited Partnerships is equal to 99% of the aggregate net loss
of the Local Limited Partnerships. After rent-up, the Local Limited Partnerships
are  expected to generate  losses  during  each year of  operations;  this is so
because,  although rental income is generally  expected to exceed cash operating
expenses,  depreciation and amortization deductions claimed by the Local Limited
Partnerships are expected to exceed net rental income.

The Partnership, as a limited partner in the Local Limited Partnerships in which
it  has  invested,  is  subject  to the  risks  incident  to  the  construction,
management,  and ownership of improved real estate. The Partnership  investments
are also subject to adverse general economic  conditions,  and accordingly,  the
status  of  the  national  economy,   including  substantial   unemployment  and
concurrent  inflation,  could increase vacancy levels,  rental payment defaults,
and operating expenses,  which in turn, could substantially increase the risk of
operating losses for the Apartment Complexes.

<PAGE>

Item 8.  Financial Statements and Supplementary Data




















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

                              FINANCIAL STATEMENTS

                               For The Years Ended
                        December 31, 1996, 1995 and 1994

                                      with

                      INDEPENDENT AUDITORS' REPORT THEREON


<PAGE>








                          INDEPENDENT AUDITORS' REPORT



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
December 31, 1996 and 1995, and the related statements of operations,  partners'
equity  (deficit) and cash flows for the years ended December 31, 1996, 1995 and
1994. 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. We did not audit the financial statements of the
limited  partnerships in which WNC California  Housing Tax Credits II, L.P. is a
limited  partner.  These  investments,  as discussed in Note 2 to the  financial
statements,  are accounted for by the equity  method.  The  investments in these
limited  partnerships  represented  94%  and  89% of  the  total  assets  of WNC
California  Housing  Tax  Credits  II,  L.P.,  at  December  31,  1996 and 1995,
respectively.  The financial statements of the limited partnerships were audited
by other  auditors  whose  reports  have been  furnished to us, and our opinion,
insofar as it relates to the amounts included for these limited partnerships, is
based solely on the reports of the other auditors.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit 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  December  31,  1996 and 1995,  and the
results of its  operations  and its cash flows for the years ended  December 31,
1996, 1995 and 1994 in conformity with generally accepted accounting principles.







                                   /s/    Corbin & Wertz
                                 _______________________________ 
                                          CORBIN & WERTZ

Irvine, California
March 25, 1997


<PAGE>


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


                                   
                                 BALANCE SHEETS

                           December 31, 1996 and 1995


  
ASSETS                                             1996               1995
                                                ----------         ----------
              
Cash and cash equivalents                      $   517,151        $ 1,113,575

Investments in limited partnerships
 (Note 2)                                        8,447,282          9,640,622

Other assets                                        12,492             34,288
                                               -----------        -----------

                                               $ 8,976,925        $10,788,485
                                                 =========         ==========

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
  Payable to limited partnerships
   (Note 4)                                    $     ---          $   555,000
  Accrued fees and expenses due to
   General Partner and affiliates
   (Note 3)                                        703,693            566,653
                                                   -------            -------

     Total liabilities                             703,693          1,121,653
                                                   -------          ---------

Partners' equity (deficit):
  General partner                                  (82,529)           (68,593)
  Limited partners (20,000 units authorized;
   17,726 units issued and outstanding at
   December 31, 1996 and 1995)                   8,355,761          9,735,425
                                                 ---------          ---------

     Total partners' equity                      8,273,232          9,666,832
                                                 ---------          ---------

                                               $ 8,976,925        $10,788,485
                                                 =========         ==========

                 
                 See accompanying notes to financial statements
                                      FS-2

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




                            STATEMENTS OF OPERATIONS

              For The Years Ended December 31, 1996, 1995 and 1994



 
                                        1996            1995            1994
                                     ----------      ----------      ----------

Interest income                    $     24,231    $     52,399     $    61,226
                                         ------          ------          ------

Operating expenses:
  Amortization                           54,836          54,836          47,565
  Partnership management fees
   (Note 3)                             209,807         199,751         175,287

  Other (Note 3)                         24,395          51,674         180,384
                                         ------          ------         -------

     Total operating expenses           289,038         306,261         403,236
                                        -------         -------         -------

Loss from operations                   (264,807)       (253,862)       (342,010)

Equity in losses from limited
 partnerships (Note 2)               (1,128,793)     (1,579,652)     (1,194,095)
                                     ----------      ----------      ---------- 

Net loss                           $ (1,393,600)   $ (1,833,514)    $(1,536,105)
                                     ==========      ==========      ========== 

Net loss allocable to:
  General partners                 $    (13,936)   $    (18,335)    $   (15,361)
                                        =======         =======         ======= 

  Limited partners                 $ (1,379,664)   $ (1,815,179)    $(1,520,744)
                                     ==========      ==========      ========== 

Net loss per weighted number
 of limited partner units          $    (77.83)    $   (102.40)     $   (85.79)
                                        ======         =======          ====== 

Outstanding weighted number of
 limited partner units                   17,726          17,726          17,726
                                         ======          ======          ======


                 See accompanying notes to financial statements
                                      FS-3

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





                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

              For The Years Ended December 31, 1996, 1995 and 1994



                                   General           Limited
                                   Partner           Partners              Total
                             -------------       ------------       ------------

Balance (deficit),
 January 1, 1994             $    (34,897)       $13,071,348        $13,036,451

Net loss                          (15,361)        (1,520,744)        (1,536,105)
                               ----------         ----------         ----------

Balance (deficit),
 December 31, 1994                (50,258)        11,550,604         11,500,346

Net loss                          (18,335)        (1,815,179)        (1,833,514)
                               ----------         ----------         ----------

Balance (deficit),
 December 31, 1995                (68,593)         9,735,425          9,666,832
 
Net loss                          (13,936)        (1,379,664)        (1,393,600)
                               ----------         ----------         ----------

Balance (deficit),
 December 31, 1996           $    (82,529)       $ 8,355,761        $ 8,273,232
                               ==========         ==========         ==========

 
                 See accompanying notes to financial statements
                                      FS-4

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



<TABLE>

<CAPTION>
                               STATEMENTS OF CASH FLOWS

                 For The Years Ended December 31, 1996, 1995 and 1994



                                                   1996           1995           1994
                                            -----------    -----------    -----------
<S>                                         <C>            <C>            <C> 
Cash flows from operating
activities:
  Net loss                                  $(1,393,600)   $(1,833,514)   $(1,536,105)
  Adjustments to reconcile net
   loss to net cash (used in)
   provided by operating activities:
    Amortization                                 54,836         54,836         47,565
    Equity in losses of limited
     partnerships                             1,128,793      1,579,652      1,194,095
    Bad debts (Note 3)                             --             --          160,072
    Change in other assets                       26,757        (27,977)         1,119
    Increase in accrued fees and
     expenses due to General Partner
     and affiliates                             137,040        158,082        175,287
                                                -------        -------        -------
Net cash (used in) provided by
 operating activities                           (46,174)       (68,921)        42,033
                                                -------        -------         ------
Cash flows from investing activities:
  Investments in limited partnerships          (555,000)      (512,103)    (2,300,399)
  Increase in receivable from affiliate            --             --         (105,477)
  Capitalized acquisition costs and
   fees                                            --             --          (29,949)
  Distributions from limited partnerships        11,319          4,039           --
  Change in loans receivable                     (6,569)        (2,000)       136,020
                                                 ------         ------        -------

Net cash used in investing activities          (550,250)      (510,064)    (2,299,805)
                                               --------       --------     ---------- 

Net decrease in cash and cash equivalents      (596,424)      (578,985)    (2,257,772)

Cash and cash equivalents, beginning of
 year                                         1,113,575      1,692,560      3,950,332
                                              ---------      ---------      ---------

Cash and cash equivalents, end of year      $   517,151    $ 1,113,575    $ 1,692,560
                                            ===========    ===========    ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
 INFORMATION:
  Interest paid                             $      --      $      --      $      --
                                            ===========    ===========    ===========
  Taxes paid                                $       800    $       800    $       800
                                            ===========    ===========    ===========
</TABLE>




                 See accompanying notes to financial statements
                                      FS-5

<PAGE>


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


                                   
                          NOTES TO FINANCIAL STATEMENTS

              For The Years Ended December 31, 1996, 1995 and 1994




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  which  own and  operate  multifamily  housing  complexes  that are
eligible for low income housing tax credits.

The general partner is WNC Tax Credit Partners, L.P. WNC & Associates,  Inc. and
Wilfred N. Cooper are the general partners of WNC Tax Credit Partners,  L.P. The
Cooper Revocable Trust owns 70% of the stock of WNC & Associates, Inc.

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 Partnership  Agreement  authorized the sale of up to 20,000 units of Limited
Partnership  Interest  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 of the  Partnership.  The  limited
partners  will be allocated  the  remaining  99% interest 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  a
subordinated  disposition  fee (as described in Note 3), 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.

The Partnership's  investments in limited  partnerships are subject to the risks
incident to the management and ownership of multifamily residential real estate,
and  include  the risks  that  neither  the  Partnership's  investments  nor the
apartment   complexes  owned  by  the  limited   partnerships  will  be  readily
marketable.  Additionally there can be no assurance that the Partnership will be
able to dispose of its  interest in the limited  partnerships.  The value of the
Partnership's  investments  will be subject to  changes  in  national  and local
economic conditions,  including unemployment  conditions,  which could adversely
impact vacancy levels, rental payment defaults and operating expenses.  This, in
turn,  could  substantially  increase  the  risk  of  operating  losses  for the
apartment  complexes  and the  Partnership.  The  apartment  complexes  could be
subject to loss through  foreclosure.  In addition,  each limited partnership is
subject to risks relating to  environmental  hazards which might be uninsurable.
Because the Partnership's ability to control its operations will depend on these
and other  factors  beyond the  control of the  General  Partner and the general
partners of the limited partnerships, there can be no assurance that Partnership
operations will be profitable or that the  anticipated  housing tax credits will
be available to limited partners.


Continued

                                      FS-6
<PAGE>
                   WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                       (A California Limited Partnership)



                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

              For The Years Ended December 31, 1996, 1995 and 1994




NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

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 each limited  partnership's  results of operations  and
for any distributions  received.  The limited partnership's  accounting policies
are consistent with those of the Partnership.  Costs incurred by the Partnership
in acquiring the investments in limited  partnerships are capitalized as part of
the investment account and are being amortized over 30 years (see Note 2).

Losses  from  operating  partnerships  allocated  to  the  Partnership  are  not
recognized to the extent that the  investment  balance  would be adjusted  below
zero.

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.

Concentration of Credit Risk

At December  31,  1996,  the  Partnership  maintained  cash  balances at certain
financial institutions in excess of the federally insured maximum.

Other Assets

Other assets  include  organization  costs of $8,039 which are  presented net of
accumulated  amortization  of $6,822 and $5,214 at  December  31, 1996 and 1995,
respectively.

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  as of
December 31, 1996 and 1995.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles 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.


Continued

                                      FS-7

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



                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

              For The Years Ended December 31, 1996, 1995 and 1994




NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Net Loss Per Weighted Number of Limited Partner Units

Net loss per weighted  number of limited  partner  units is computed by dividing
the  limited  partners'  share of net loss by the  weighted  number  of  limited
partner units outstanding during the year.

NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS

As of December 31,  1996,  the  Partnership  has  acquired  limited  partnership
interests  in  fifteen  limited  partnerships  which own and  operate  apartment
complexes  consisting of 777 apartment units. The respective general partners of
the  limited  partnerships  manage  the  day to day  operations  of the  limited
partnerships.  Significant  limited  partner  business  decisions,  as  defined,
require  Partnership  approval.  The  Partnership,  as  a  limited  partner,  is
generally  entitled  to 99% of the  operating  profits and losses of the limited
partnerships.

The   Partnership's   investment  in  limited   partnerships  as  shown  in  the
accompanying  balance  sheets at December  31,  1996 and 1995 are  approximately
$1,301,000 and $1,354,000,  respectively,  greater than the Partnership's equity
as  shown in the  limited  partnerships'  combined  financial  statements.  This
difference is due primarily to acquisition, selection and other costs related to
the  acquisition  of the  limited  partnerships  which were  capitalized  in the
Partnership's  investment  account and to capital  contributions  payable to the
limited  partnerships  which were netted against  partner capital in the limited
partnerships' financial statements (see Note 3). The capitalized costs are being
amortized over 30 years.

The following is a summary of the equity method  activity of the  investments in
limited partnerships for the years ended December 31:

                                                         1996            1995
                                                 ------------    ------------
Investments per balance sheet,
 beginning of year                               $  9,640,622    $ 11,178,031
Capital contributions to limited
 partnerships                                            --            99,510
Distributions                                         (11,319)         (4,039)
Equity in losses of limited partnerships           (1,128,793)     (1,579,652)
Amortization of capitalized acquisition
 costs                                                (53,228)        (53,228)
                                                 ------------    ------------

Investments per balance sheet, end of year       $  8,447,282    $  9,640,622
                                                 ============    ============


Continued

                                      FS-8

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



                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

              For The Years Ended December 31, 1996, 1995 and 1994




NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued

Approximate  combined  condensed  financial   information  from  the  individual
financial  statements of the limited  partnerships as of December 31 and for the
years then ended is as follows:


                        COMBINED CONDENSED BALANCE SHEETS

                                  December 31,
                                  ------------


Assets                                                      1996            1995
------                                               -----------     -----------

Buildings and improvements, net of
 accumulated depreciation for 1996 and
 1995 of $5,257,000 and $3,976,000,
 respectively                                        $33,546,000     $34,671,000
Land                                                   2,465,000       2,465,000
Other assets                                           2,436,000       2,776,000
                                                     -----------     -----------
Total assets                                         $38,447,000     $39,912,000
                                                     ===========     ===========

Liabilities
-----------

Mortgage and construction loans
 payable                                             $28,490,000     $29,348,000
Other liabilities                                      2,227,000       1,637,000
                                                     -----------     -----------
Total liabilities                                     30,717,000      30,985,000
                                                     -----------     -----------

Partners' Capital
-----------------

WNC California Housing Tax Credits II, L.P.            7,146,000       8,286,000
Other partners                                           584,000         641,000
                                                     -----------     -----------


Total partners' capital                                7,730,000       8,927,000
                                                     -----------     -----------

Total liabilities and partners' capital              $38,447,000     $39,912,000
                                                     ===========     ===========


Continued

                                      FS-9
<PAGE>
                   WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                       (A California Limited Partnership)



                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

              For The Years Ended December 31, 1996, 1995 and 1994




NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued


                   COMBINED CONDENSED STATEMENTS OF OPERATIONS

                        For The Years Ended December 31,
                        --------------------------------

 
                                           1996            1995            1994
                                     ----------      ----------         -------

Total revenues                      $ 3,081,000     $ 2,649,000     $ 2,321,000
                                    -----------     -----------     -----------

Expenses:
  Operating expenses                  2,043,000       1,969,000       1,632,000
  Interest expense                      875,000         992,000         773,000
  Depreciation and amort-
   ization                            1,305,000       1,285,000       1,123,000
                                      ---------       ---------       ---------

Total expenses                        4,223,000       4,246,000       3,528,000
                                      ---------       ---------       ---------

Net loss                            $(1,142,000)    $(1,597,000)    $(1,207,000)
                                   ============    ============     =========== 

Net loss allocable to the
 Partnership                        $(1,129,000)    $(1,580,000)    $(1,194,000)
                                   ============    ============     =========== 



Certain limited partnerships have incurred significant operating losses and have
working capital  deficiencies.  In the event these limited partnerships continue
to incur significant  operating losses,  additional capital contributions by the
Partnership   may  be  required  to  sustain  the  operations  of  such  limited
partnerships.  If additional  capital  contributions  are not made when they are
required,  the Partnership's  investment in certain of such limited partnerships
could be impaired.

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
          partnership  units as compensation to the General Partner for services
          rendered to the  Partnership  in connection  with the  acquisition  of
          limited  partnerships.  As of December 31, 1996 and 1995,  acquisition
          fees  of   $1,595,340   have  been   incurred   and  included  in  the
          Partnership's   investment   in  limited   partnerships.   Accumulated
          amortization amounted to $245,028 and $191,852 as of December 31, 1996
          and 1995, respectively.

          Reimbursement of costs incurred by an affiliate of the General Partner
          in connection  with the  acquisition  of limited  partnerships.  These
          reimbursements  have not exceeded  1.7% of the gross  proceeds.  As of
          December  31,  1996 and 1995,  acquisition  costs of $1,520  have been
          incurred and included in the Partnership's investment in partnerships.
          Accumulated amortization was insignificant for 1996 and 1995.


Continued

                                     FS-10
<PAGE>
                   WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                       (A California Limited Partnership)



                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

              For The Years Ended December 31, 1996, 1995 and 1994




NOTE 3 - RELATED PARTY TRANSACTIONS, continued

          An annual  management fee equal to 0.5% of the invested  assets of the
          limited partnerships,  including the Partnership's  allocable share of
          the mortgages. Management fees of $209,807, $199,751 and $175,287 were
          incurred for 1996, 1995 and 1994,  respectively,  of which $75,000 and
          $43,000 were paid in 1996 and 1995, respectively. No amounts were paid
          in 1994.

          A subordinated  disposition  fee in an amount equal to 1% of the sales
          price of any property 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.

The Partnership  advanced funds to a limited partnership for operating expenses.
Amounts  advanced for the year ended  December 31, 1994  totaled  $105,477.  The
total  receivable of $160,072 was written off as  uncollectible  during 1994 and
has been included in other operating expenses in the accompanying 1994 statement
of operations.

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

                                                        December 31,
                                                        ------------

                                                    1996             1995
                                                    ----             ----

Selection fees payable                          $   --           $  1,681
Asset management fee payable                     699,779          564,972
Reimbursement for expenses paid
 by an affiliate                                   3,914             --
                                                   -----            -----


                                                $703,693         $566,653
                                                ========         ========



NOTE 4 - PAYABLE TO LIMITED PARTNERSHIPS

Payable to limited partnerships at December 31, 1995,  represented amounts which
were due at  various  times  based on  conditions  specified  in the  respective
limited  partnership  agreements.  These contributions were paid in installments
and were generally due upon the limited partnerships achieving certain operating
benchmarks.   Generally   such   amounts  are  paid  within  two  years  of  the
Partnership's initial investment.

NOTE 5 - 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.





                                     FS-11






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

None.

Item 10.  Directors and Executive Officers of the Registrant

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

Directors and Executive Officers of WNC & Associates, Inc
         
The directors of Associates are Wilfred N. Cooper,  Sr., who serves as Chairman
of the Board, John B. Lester,  Jr., and Kay L. Cooper.  All of the shares of the
Sponsor are owned by Wilfred N. Cooper, Sr., through the Cooper Revocable Trust,
and John B. Lester, Jr., through the Lester Family Trust.

WILFRED  N.  COOPER,  SR.,  age 65,  has been the  principal  shareholder  and a
Director of WNC & ASSOCIATES,  INC. since its  organization  in 1971, of SHELTER
RESOURCE  CORPORATION since its organization in 1981 and of WNC RESOURCES,  INC.
from its organization in 1988 through its acquisition by WNC & ASSOCIATES,  INC.
in 1991,  serving  as  President  of  those  companies  until  1992 and as Chief
Executive Officer since 1992, and has been a Director of WNC CAPITAL CORPORATION
since its organization. He is also a general partner with WNC & ASSOCIATES, INC.
in WNC FINANCIAL GROUP,  L.P. and WNC TAX CREDIT PARTNERS,  L.P. During 1970 and
1971  he  was  a  principal  of  Creative  Equity  Development  Corporation,   a
predecessor of WNC & ASSOCIATES,  INC., and of Creative  Equity  Corporation,  a
real estate investment firm. For 12 years prior to that, Mr. Cooper was employed
by Rockwell  International  Corporation,  last serving as its manager of housing
and urban  developments.  Previously,  he had  responsibility  for new  business
development including factory-built housing evaluation and project management in
urban  planning and  development.  Mr.  Cooper is a Director and a member of the
Executive Committee of the National  Association of Home Builders ("NAHB") and a
Chairman of the NAHB's Rural Housing Council, a Director of the National Housing
Conference,  a Director of the Affordable  Housing Tax Credit Coalition,  a past
President  of the Rural  Builders  Council  of  California  ("RBCC")  and a past
President of Southern  California  Chapter II of the Real Estate Syndication and
Securities  Institute ("RESSI") of the National Association of Realtors ("NAR").
Mr. Cooper graduated from Pomona College in 1956 with a Bachelor of Arts degree.

JOHN B. LESTER, JR., age 62, has been a shareholder, a Director and Secretary of
WNC & ASSOCIATES,  INC. since 1986,  Executive Vice President from 1986 to 1992,
and President and Chief Operating Officer since 1992, and has been a Director of
WNC CAPITAL CORPORATION since its organization. He was a shareholder,  Executive
Vice  President,  Secretary  and a Director  of WNC  RESOURCES,  INC.  from 1988
through its acquisition by WNC & ASSOCIATES,  INC. in 1991. From 1973 to 1986 he
was Chairman of the Board and Vice  President or President of E & L  Associates,
Inc., a provider of engineering  and  construction  services to the oil refinery
and petrochemical industries which he co-founded in 1973. Mr. Lester is a former
Director of the Los Angeles  Chapter of the  Associated  General  Contractors of
California.  His  responsibilities  at WNC & ASSOCIATES,  INC.  include property
acquisitions and company operations. Mr. Lester graduated from the University of
Southern  California  in 1956 with a Bachelor  of Science  degree in  Mechanical
Engineering.

DAVID N. SHAFER,  age 44, has been a Senior Vice  President of WNC & ASSOCIATES,
INC. since 1992 and General  Counsel since 1990, and served as Asset  Management
Director from 1990 to 1992.  Previously he was employed as an associate attorney
by the law firms of Morinello,  Barone,  Holden & Nardulli from 1987 until 1990,
Frye,  Brandt & Lyster  from 1986 to 1987 and Simon  and  Sheridan  from 1984 to
1986.  Mr.  Shafer is a Director and President of RBCC, a member of NAHB's Rural
Housing Council, a past President of Southern  California Chapter II of RESSI, a
past Director of the Council of Affordable and Rural Housing and Development 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
and from the  University  of San Diego in 1986  with a Master  of Law  degree in
Taxation.
<PAGE>

WILFRED N. COOPER,  JR.,  age 33, has been  employed by WNC &  ASSOCIATES,  INC.
since 1988 and has been a Senior Vice  President or Vice  President  since 1992.
Mr.  Cooper heads the  Acquisition  Origination  department  at WNC and has been
President of and a registered principal with WNC CAPITAL  CORPORATION,  a member
firm of the NASD,  since its  organization.  Previously,  he was  employed  as a
government  affairs assistant by Honda North America from 1987 to 1988, and as a
legal assistant with respect to Federal  legislative  and regulatory  matters by
the law firm of Schwartz,  Woods and Miller from 1986 to 1987.  Mr.  Cooper is a
member of NAHB's Rural Housing  Council and serves as Chairman of its Membership
Committee.  Mr.  Cooper  graduated  from The American  University in 1985 with a
Bachelor of Arts degree.

THEODORE M. PAUL, age 40, has been Vice President - Finance of WNC & ASSOCIATES,
INC. since 1992 and Chief  Financial  Officer since 1990.  Previously,  he was a
Vice President and Chief Financial Officer of National  Partnership  Investments
Corp.,  a sponsor and general  partner of syndicated  partnerships  investing in
affordable rental housing  qualified for tax credits,  from 1986 until 1990, and
was  employed as an associate  by the  accounting  firms of Laventhol & Horwath,
during 1985,  and Mann & Pollack  Accountants,  from 1979 to 1984. Mr. Paul is a
member  of the  California  Society  of  Certified  Public  Accountants  and the
American Institute of Certified Public Accountants.  His responsibilities at WNC
& ASSOCIATES,  INC. include supervision of investor  partnership  accounting and
tax  reporting  matters and  monitoring  the  financial  condition  of the Local
Limited  Partnerships in which the Partnership  will invest.  Mr. Paul graduated
from the University of Illinois in 1978 with a Bachelor of Science degree and is
a Certified Public Accountant in the State of California.

THOMAS J. RIHA,  age 41, has been Vice  President  - Asset  Management  of WNC &
ASSOCIATES, INC. since 1994. He has more than 17 years' experience in commercial
and multi-family real estate investment and management. Previously, Mr. Riha was
employed by Trust  Realty  Advisor,  a real estate  acquisition  and  management
company,  from 1988 to 1994,  last serving as Vice  President - Operations.  His
responsibilities at WNC & ASSOCIATES, INC. include monitoring the operations and
financial  performance of, and regulatory  compliance by,  properties in the WNC
portfolio. 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 in the State
of  California  and a member  of the  California  Society  of  Certified  Public
Accountants and the American Institute of Certified Public Accountants.

SY GARBAN,  age 50, has 19 years'  experience in the real estate  securities and
syndication industry. He has been associated with WNC & ASSOCIATES,  INC., since
1989,  serving as National Sales  Director  through 1992 and as Vice President -
National Sales since 1992.  Previously,  he was employed by MRW,  Inc.,  Newport
Beach, California from 1980 to 1989, a real estate acquisition,  development and
management  firm.  Mr. Garban is a member of the  International  Association  of
Financial Planners.  Mr. Garban graduated from Michigan State University in 1967
with a Bachelor of Science degree in Business Administration.

CARL FARRINGTON,  age 50, has been associated with WNC & ASSOCIATES,  INC. since
1993,  currently  serving as Director - Originations  since 1994. Mr. Farrington
has more than 12 years'  experience  in finance  and real  estate  acquisitions.
Previously,  he served as Acquisitions Director for The Arcand Company from 1991
to 1993, and as Treasurer and Director of Finance and Administrator for Polytron
Corporation  from 1988 to 1991.  Mr.  Farrington is a member and Director of the
Council  of  Affordable  and  Rural  Housing  and  Development.  Mr.  Farrington
graduated from Yale  University  with a Bachelor of Arts degree in 1966 and from
Dartmouth College with a Master of Business Administration in 1970.
<PAGE>

MICHELE M. TAYLOR,  age 41, has been  employed by WNC & ASSOCIATES,  INC.  since
1986,  serving as a paralegal and office manager,  and currently is the Investor
Services  Director.  Previously she was  self-employed  between 1982 and 1985 in
non-financial  services  activities  and from 1978 to 1981 she was employed as a
paralegal by a law firm which  specialized  in real estate  limited  partnership
transactions.  Ms. Taylor graduated from the University of California, Irvine in
1976 with a Bachelor of Arts degree.

THERESA I. CHAMPANY,  age 38, has been employed by WNC & ASSOCIATES,  INC.,since
1989 and currently is the Marketing Services Director and a registered principal
with WNC  CAPITAL  CORPORATION.  Previously,  she was  employed  as  Manager  of
Marketing  Services  by August  Financial  Corporation  from 1986 to 1989 and as
office manager and Assistant to the Vice  President of Real Estate  Syndications
by  McCombs  Securities  Co.,  Inc.  from 1979 to 1986.  Ms.  Champany  attended
Manchester (Conn.) Community College from 1976 to 1978.

KAY L.  COOPER,  age 59, has been an officer and  Director of WNC &  ASSOCIATES,
INC. since 1971 and of WNC RESOURCES,  INC. from 1988 through its acquisition by
WNC & ASSOCIATES, INC. in 1991. Mrs. Cooper has also been the sole proprietor of
Agate 108, a manufacturer and retailer of home accessory  products,  since 1975.
She is the wife of Wilfred N. Cooper,  Sr., the mother of Wilfred N. Cooper, Jr.
and the sister of John B. Lester,  Jr. Mrs. Cooper graduated from the University
of Southern California in 1958 with a Bachelor of Science degree.




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 Associates for the following fees:


(a) An annual asset management fee in an amount equal to 0.5% of invested assets
(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 Apartment Complexes). Fees of $209,807 were incurred
for the twelve months ended December 31, 1996.

(b) A  subordinated  disposition  fee in an amount equal to 1% of the sale price
received in connection  with the sale or disposition of an Apartment  Complex or
Local Partnership Interest.  Subordinated  disposition fees will be subordinated
to the prior return of the Limited Partners' capital  contributions and paymento
of the Preferred Return 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  Partners's  capital  contribution is
received, calculated at the following rates: (i.) 16% through December 31, 2001,
and (ii) 6% for the balance of the Partnership's term.

(c)The General Partner was allocated Low Income Housing Credits
for 1996 as follows:

                
Federal      $20,798   
California     6,562   
              ------    
             $27,360   
             =======   


<PAGE>

Item 12.  Security Ownership of Certain Beneficial Owners and Management

(a)       Security Ownership of Certain Beneficial Owners

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

(b)       Security Ownership of Management

Neither the General Partner,  Associates nor any of the officers or directors of
Associates own directly or  beneficially  any limited  partnership  interests in
CHTC II.

(c)       Changes in Control

The management and control of the General  Partner may be changed at any time in
accordance with its 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 additonal 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 interestand 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 Parnership and elect a successor General Partner.

Item 13.  Certain Relationships and Related Transactions

All of the  Partnership's  affairs are managed by the General  Partner,  through
Associates.  The  transactions  with the General and Associates are primarily in
the  form  of  fees  paid  by  the  Partnership  for  services  rendered  to the
Partnership,  as  discussed  in Item  11 and in the  notes  to the  accompanying
financial statements.
<PAGE>

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

Financial Statements:  

Report of independent public accountants

Balance  sheets as of December  31,  1996 and 1995.

Statements of Operations for the years ended December 31, 1996, 1995 and 1994.

Statements of Partners'  Equity for the years ended December 31, 1996, 1995, and
1994.

Statements of Cash Flows for the years ended December 31, 1996, 1995 and 1994.

Notes to Financial Statements.

Financial Statement Schedules:
     N/A

Exhibits  (3():  Articles of  incorporation  and by-laws:  The registrant is not
incorporated.  The  Partnership  Agreement  is  included  as  Exhibit  B to  the
Prospectus,  filed as Exhibit 28.1 to Form 10-K for the year ended  December 31,
1992.

(10) Material contracts:

10.1 Amended and Restated  Agreement of Limited  Partnership  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 Ukiah  Terrace a  California  Limited  Partnership,  Amended  and  Restated
Agreement  of 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  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 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.

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.
<PAGE>

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.



         REPORTS ON 8-K.

No reports on Form 8-K were filed during the fourth  quarter ended  December 31,
1996.


<PAGE>


         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 Tax Credit Partners, L.P.       General Partner


By:  WNC & Associates, Inc.     General Partner


By:   /s/  John B. Lester, Jr.
   _____________________________________________________
John B. Lester, Jr.        President of WNC & Associates, Inc.

Date: April 22, 1997

By:   /s/  Theodore M. Paul
   _____________________________________________________
Theodore M. Paul  Vice-President, Finance

Date: April 22, 1997




         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, Sr.
   _____________________________________________________
Wilfred N. Cooper, Sr.     Chairman of the Board

Date: April 22, 1996

By:   /s/  John B. Lester, Jr.
   _____________________________________________________
John B. Lester, Jr.        Secretary of the Board

Date: April 22, 1997