FORM 10-K/A
                                 AMENDMENT NO. 2

                       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, 1998

                                       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 ____



                                       1
<PAGE>

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 and  non-voting
common equity held by non-affiliayes of the registrant.

                                  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. Wilfred N. Cooper,
Sr., through the Cooper Revocable Trust,  owns 66.8% of the outstanding stock of
Associates.  John  B.  Lester,  Jr.  was the  original  limited  partner  of the
Partnership and owns,  through the Lester Family Trust, 28.6% 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  Complex")  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.  The
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,   as  amended  by  the   Supplements   thereto  (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 an Housing Complex prior to the end thereof,  possibly  resulting
in recapture of Low Income Housing Credits.

                                       3
<PAGE>


As of December 31, 1998, 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.

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 multi-unit  residential  real estate.  Some of these
risks  are that the Low  Income  Housing  Credit  could be  recaptured  and that
neither the  Partnership's  investments  nor the Housing  Complexes owned by the
Local Limited Partnerships will be 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 Local Limited Partnership Interests;  limitations on
removal of Local General Partners; limitations on subsidy programs; and possible
changes in applicable regulations. The Housing Complexes are subject to mortgage
indebtedness.  If a  Local  Limited  Partnership  does  not  make  its  mortgage
payments,  the lender could foreclose resulting in a loss of the Housing Complex
and Low Income Housing Credits.  As a limited partner or non-managing  member of
the Local Limited  Partnerships,  the Partnership  will have very limited rights
with respect to  management  of the Local  Limited  Partnerships,  and will rely
totally  on the  general  partners  or  managing  members  of the Local  Limited
Partnerships for management of the Local 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 Housing
Complexes and the Partnership.  In addition,  each Local Limited  Partnership is
subject to risks relating to environmental hazards and natural disasters,  which
might be uninsurable.  Because the Partnership's 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 the  anticipated  Low Income
Housing Credits will be available to Limited Partners.

In addition,  Limited  Partners are subject to risks in that the rules governing
the Low Income  Housing  Credit are  complicated,  and the use of credits can be
limited.  The only  material  benefit from an investment in Units may be the Low
Income Housing Credits. There are limits on the transferability of Units, and it
is unlikely that a market for Units will  develop.  All  Partnership  management
decisions are made by the General Partner.

As a limited partner or non-managing  member,  the  Partnership's  liability for
obligations of each Local Limited Partnership is limited to its investment.  The
Local General Partners of each Local Limited  Partnership retain  responsibility
for developing,  constructing,  maintaining,  operating and managing the Housing
Complexes.

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 December 31, 1998 and
for the periods indicated:

                                       4
<PAGE>
<TABLE>
<CAPTION>


                                     ----------------------------------------------------------------------------------------------
                                                                          As of December 31, 1998
                                     ----------------------------------------------------------------------------------------------

                                                                         Partnership's
                                                                             Total        Amount of       Estimated    Encumbrances
                                      General        Number              Investment in    Investment      Low Income    of Local
 Partnership Name           Location  Partner Name   of Units Occupancy  Local Limited    Paid to Date    Housing        Limited
                                                                         Partnerships                     Credits      Partnerships

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

 601 Main Street            Stockton,   Daniels C.
 Investors, a California    California  Louge           165     96%      $1,656,000        $1,656,000     $4,080,000    $4,011,000
 limited partnership

 ADI Development Partners,  Delhi,      Anthony Donovan
 a California limited       California                   31    100%         699,000           699,000      1,757,000     1,226,000
 partnership

 Bayless Garden Apartments  Red Bluff,  Douglas W.
 Investors, a California    California  Young            46     91%       1,110,000         1,110,000      2,741,000     1,291,000
 limited partnership

 Blackberry Oaks, Ltd., a   Lodi,       Bonita Homes
 California limited         California  Incorporated     42    100%         463,000           463,000      1,063,000     1,934,000
 partnership

 Jacob's Square, a          Exeter,     Philip R.
 California limited         California  Hammond, Jr.
 partnership                            and Diane M.
                                        Hammond          45     91%       1,324,000         1,324,000      2,933,000     1,717,000


 Mecca Apartments II, a     Mecca,      Sam Jack, Jr.
 California limited         California  and Sam Jack
 partnership                            and Associates   60     98%       2,200,000         2,200,000      5,183,000     2,519,000


 Nevada Meadows, a          Grass       Thomas G.
 California limited         Valley,     Larson,
 partnership                California  William H.
                                        Larson and       34     97%         459,000           459,000      1,030,000     1,940,000
                                        Raymond L.
                                        Tetzlaff

 Northwest Tulare           Ivanhoe,    Philip R.
 Associates, a California   California  Hammond, Jr.
 limited partnership                    and Diane M.
                                        Hammond          54     74%       1,226,000         1,226,000      2,950,000     1,787,000

 Orland Associates, a       Orland,     Richard E.
 California limited         California  Huffman and
 partnership                            Robert A. Ginno  40    100%         432,000           432,000        972,000     1,718,000


</TABLE>
                                        5
<PAGE>

<TABLE>
<CAPTION>


                                     ----------------------------------------------------------------------------------------------
                                                                          As of December 31, 1998
                                     ----------------------------------------------------------------------------------------------

                                                                         Partnership's
                                                                             Total        Amount of       Estimated    Encumbrances
                                      General        Number              Investment in    Investment      Low Income    of Local
 Partnership Name           Location  Partner Name   of Units Occupancy  Local Limited    Paid to Date    Housing        Limited
                                                                         Partnerships                     Credits      Partnerships

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

 Pine Gate Limited          Ahoskie,    Regency
 Partnership                California  Investment
                                        Associates,
                                        Inc., Boyd
                                        Management,
                                        Inc. and
                                        Gordon L.        56    98%         272,000          272,000        611,000       1,458,000
                                        Blackwell

 Silver Birch Associates    Huron,      Philip R.
                            California  Hammond, Jr.
                                        and Diane M.
                                        Hammond          35    91%         378,000                       1,131,000       1,347,000
                                                                                            378,000

 Twin Pines Apartments      Groveland,  Donald S.
 Associates                 California  Kavanagh and
                                        John N. Brezzo   39    79%       1,278,000        1,278,000      3,055,000       1,789,000


 Ukiah Terrace              Ukiah,      Thomas G.
                            California  Larson,
                                        William H.
                                        Larson and       41    98%         349,000          349,000        825,000       1,779,000
                                        Raymond L.
                                        Tetzlaff

 Woodlake Garden Apartments Woodlake,   David J.
                            California  Michael and
                                        Pamela J.        48    98%         548,000          548,000      1,374,000       1,943,000
                                        Michael

 Yucca-Warren Vista         Joshua      WNC &
 Associates                 Tree,       Associates,
                            California  Inc.             50    96%         520,000          520,000      1,251,000       2,167,000
                                                        ---    ---        --------         --------     ----------      ----------


                                                        786    94%     $12,914,000      $12,914,000    $30,956,000     $28,626,000
                                                       ====    ===     ===========      ===========    ===========     ===========

</TABLE>

                                       6
<PAGE>
<TABLE>
<CAPTION>
                     --------------------------------------
                      For the year ended December 31, 1998
                     --------------------------------------

                                                                   Low Income
                                                                   Housing
                                                                   Credits
Partnership Name              Rental Income         Net Loss       Allocated to
                                                                   Partnership
--------------------------------------------------------------  ----------------
--------------------------------------------------------------  ----------------
<S>                              <C>               <C>               <C>

601 Main Street Investors        $366,000          (353,000)          99%


ADI Development Partners          119,000           (44,000)          90%

Bayless Garden Apartments         168,000           (99,000)          99%
Investors

Blackberry Oaks, Ltd              206,000           (17,000)          99%

Jacob's Square                    183,000          (109,000)          99%


Mecca Apartments II               252,000          (164,000)          99%

Nevada Meadows                    192,000           (20,000)          99%


Northwest Tulare Associates       183,000          (117,000)          99%

Orland Associates                 187,000           (21,000)          99%

Pine Gate Limited Partnership     225,000            (6,000)          99%

Silver Birch Associates           129,000           (36,000)          99%

Twin Pines Apartments              95,000          (263,000)          99%
Associates

Ukiah Terrace                     179,000           (54,000)          99%

Woodlake Garden Apartments        181,000           (52,000)          95%

Yucca-Warren Vista
Associates, Ltd                   214,000           (39,000)          99%
                                 --------           --------

                              $ 2,879,000      $ (1,394,000)
                              ===========      ============
</TABLE>

                                       7

<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 December 31, 1998, there were 1,249 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 1998.

Item 5b.

NOT APPLICABLE

Item 6.  Selected Financial Data

Selected  balance  sheet  information  for the  Partnership  is as follows as of
December 31:

                      1998          1997         1996          1995        1994
                      ----          ----         ----          ----        ----
ASSETS
Cash and cash
 equivalents        379,754       377,378     517,151    1,113,575    1,692,560
Investments in
 limited
 partnerships,
 net              6,439,942     7,291,595   8,447,282    9,640,622   11,178,031
Other assets              -             -      12,492       34,288        5,919
                  ---------     ---------   ---------    ---------   ----------

                 $6,819,696    $7,668,973  $8,976,925  $10,788,485  $12,876,510
                 ==========    ==========  ==========  ===========  ===========

LIABILITIES
Payable to
 limited
 partnerships    $       -     $        -    $      -    $  555,000  $  967,593
Accrued fees
 and expenses
 due to general
 partner and
 affiliates      1,044,307        836,316     703,693       566,653     408,571

PARTNERS'
 EQUITY          5,775,389      6,832,657   8,273,232     9,666,832  11,500,346
                ----------     ----------  ----------    ----------  ----------

                $6,819,696     $7,668,973  $8,976,925   $10,788,485 $12,876,510
                ==========     ==========  ==========   =========== ===========

                                       8

<PAGE>


Selected  results  of  operations,  cash  flows  and other  information  for the
Partnership is as follows for the years ended December 31:

                 1998           1997           1996           1995         1994
                 ----           ----           ----           ----         ----
Loss from
 operations    $ (274,539) $  (284,989)  $ (264,807)  $  (253,862)  $ (342,010)
Equity in
 loss from
 limited
 partnerships    (782,729)  (1,155,586)  (1,128,793)   (1,579,652)  (1,194,095)
              -----------  -----------  -----------   -----------  -----------
Net loss      $(1,057,268) $(1,440,575) $(1,393,600) $ (1,833,514) $(1,536,105)
              ===========  ===========  ===========   ===========  ===========

Net loss
 allocated to:
 General
 partner          (10,573)     (14,406)     (13,936)      (18,335)     (15,361)
              ===========  ===========  ===========   ===========  ===========
 Limited
 partners      (1,046,695)  (1,426,169)  (1,379,664)   (1,815,179)  (1,520,744)
              ===========  ===========  ===========   ===========  ===========
Net loss per
 limited
  partner unit     (59.05)      (80.46)      (77.83)      (102.40)      (85.79)
                  =======      =======      =======      ========      =======
Outstanding weighted
 limited partner
 units             17,726       17,726       17,726        17,726       17,726
                  =======      =======      =======       =======      =======

                 1998           1997           1996           1995         1994
                 ----           ----           ----           ----         ----
Net cash provided
 by (used in):
  Operating
   activities    $(13,320)     (95,215)     (46,174)      (68,921)      42,033
  Investing
   activities      15,696      (44,558)    (550,250)     (510,064)  (2,299,805)
                  -------     --------    ---------     ---------  -----------
Net change in cash and
 cash equivalents   2,376     (139,773)    (596,424)     (578,985)  (2,257,772)
Cash and cash
 equivalents,
 beginning of
 period           377,378      517,151    1,113,575     1,692,560    3,950,332
                 --------     --------    ---------     ---------    ---------
Cash and cash
 equivalents, end of
 period           379,754      377,378      517,151     1,113,575    1,692,560
                 ========     ========     ========     =========    =========

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

                 1998           1997           1996           1995         1994
                 ----           ----           ----           ----         ----
 Federal     $    117       $    117       $   116        $   108       $    85
 State              9             27             37             98          109
                =====          =====          =====          =====        =====
 Total       $    126       $    144       $    153       $    206      $   194
                =====          =====          =====          =====        =====

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

Financial Condition

The Partnership's assets at December 31, 1998 consisted primarily of $380,000 in
cash and aggregate  investments  in the fifteen Local  Limited  Partnerships  of
$6,440,000.  Liabilities at December 31, 1998 primarily  consisted of $1,044,000
of accrued annual management fees due to the General Partners.
                                       9
<PAGE>

Results of Operations

Year Ended  December 31, 1998  Compared to Year Ended  December  31,  1997.  The
Partnership's  net loss for 1998 was  $(1,057,000),  reflecting  a  decrease  of
$384,000  from the net loss  experienced  in 1997.  The  decline  in net loss is
primarily due to equity in losses from limited  partnerships  which  declined to
$(783,000) in 1998 from  $(1,156,000) in 1997. This decrease was a result of the
Partnership  not recognizing  certain losses of the Local Limited  Partnerships.
The investments in such Local Limited Partnerships reached $0 during 1998. Since
the Partnership's  liability with respect to its investments is limited,  losses
in excess of  investment  are not  recognized.  Other  operating  expenses  also
fluctuate  $(8,000)  to  $(10,000)  per  year,  depending  on the  needs  of the
Partnership.

Year Ended  December 31, 1997  Compared to Year Ended  December  31,  1996.  The
Partnership's  net loss for 1997 was  $(1,441,000),  reflecting  an  increase of
$(47,000)  from the net loss  experienced  in 1996.  The increase in net loss is
primarily  due  to a  $(27,000)  increase  in  recognized  losses  from  limited
partnerships  and an $(11,000)  decline in interest income  commensurate  with a
decline  in  cash  available  for  investment.  Other  operating  expenses  also
fluctuate  $(8,000)  to  $(10,000)  per  year,  depending  on the  needs  of the
Partnership.

Cash Flows

Year Ended  December 31, 1998 Compared to Year Ended  December 31, 1997. The net
decrease in cash used in operating activities of $82,000 was primarily due to an
increase in the  deferral of fees and  expenses  due to the General  Partner and
affiliates.  Net cash provided by investing  activities  increased to $16,000 in
1998  compared  to a use of  $(45,000)  in 1997  primarily  as a  result  of the
Partnership making its final,  scheduled capital  contributions to Local Limited
Partnerships in 1997.

Year Ended  December 31, 1997 Compared to Year Ended  December 31, 1996. The net
change in cash and cash equivalents  declined to a net use of cash of $(140,000)
in 1997 compared to $(596,000) in 1996. The decline in cash uses is primarily as
a result of the Partnership making its final, scheduled capital contributions to
Local Limited Partnerships in 1997, net of recovery of certain loans made to the
Local Limited Partnerships.

During 1998 accrued payables, which consist of related party management fees due
to the General  Partner,  increased  by $208,000.  The General  Partner does not
anticipate  that  these  accrued  fees will be paid  until  such time as capital
reserves are in excess of future forseeable working capital  requirements of the
partnership.

The Partnership  expects its future cash flows,  together with its net available
assets at December 31, 1998, to be sufficient to meet all currently  foreseeable
future cash requirements.

Impact of Year 2000 Issue

The General  Partner has assessed the  Partnership's  exposure to date sensitive
computer  systems that may not be operative  subsequent  to 1999. As a result of
this  assessment,  the  General  Partner  has  executed a plan to  minimize  the
Partnership's  exposure to financial loss and/or  disruption of normal  business
operations  that may  occur  as a result  of Year  2000  non-compliant  computer
systems.

Business Computer Systems

These systems include both computer hardware and software  applications relating
to operations such as financial reporting. The Partnership does not maintain its
own systems and thus utilizes the computer systems of the General  Partner.  The
General Partner  developed a compliance  plan for each of its business  computer
systems,  with  particular  attention  given to  critical  systems.  The General
Partner  contracted  with an outside  vendor to  evaluate,  test and repair such
systems.  The assessment  consisted of determining the compliance with Year 2000
of critical  computer hardware and software.  Incidences of non-compliance  were
found with respect to computer  software  applications  and were corrected.  The
vendor found no instances of non-compliance  with respect to computer  hardware.
The amount expended and to be expended by the General Partner is nominal.

                                       10
<PAGE>

The Local General Partners or property  managers  maintain the business computer
systems that relate to the  operations  of the Local Limited  Partnerships.  The
General  Partner is in the process of obtaining  completed  questionnaires  from
such Local General  Partners and property  management  companies to assess their
respective  Year 2000  readiness.  The General Partner intends to identify those
Local  General  Partners and  property  management  companies  that have systems
critical to the operations of the Local Limited  Partnerships  that are not Year
2000  compliant.  For those  Local  General  Partners  and  property  management
companies  which  have  business  computer  systems  which will not be Year 2000
compliant  prior  to the Year  2000 and  where  the lack of such  compliance  is
determined to have a potential  material effect on the  Partnership's  financial
condition  and results of  operations,  the General  Partner  intends to develop
contingency plans which may include changing property management companies.

Outside Vendors

The General  Partner has obtained  assurances  from its  suppliers of electrical
power and banking and telecommunication services that their critical systems are
all Year 2000 compliant.  There exists,  however,  inherent uncertainty that all
systems of outside vendors or other third parties on which the General  Partner,
and thus the Partnership, and the Local General Partners and property management
companies,  and thus the  Local  Limited  Partnerships  rely  will be Year  2000
compliant. Therefore, the Partnership remains susceptible to the consequences of
third party critical computer systems being non-compliant.

Personal Computers

The General  Partner has  determined  that its  personal  computers  and related
software critical to the operations of the Partnership are Year 2000 compliant.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

NOT APPLICABLE

Item 8.  Financial Statements and Supplementary Data




















                                       11

<PAGE>



               Report of Independent Certified Public Accountants


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


We have audited the  accompanying  balance sheet of WNC  California  Housing Tax
Credits II, L.P. (a California  Limited  Partnership) (the  "Partnership") as of
December 31, 1998, and the related  statements of operations,  partners'  equity
(deficit) and cash flows for the year then ended. 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 audit. 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  76% of the total assets of
the Partnership at December 31, 1998. 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 audit 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 audit and the  reports  of the  other  auditors  provide a
reasonable basis for our opinion.

In our opinion,  based on our audit 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, 1998, and the results of its
operations  and its cash  flows  for the year then  ended,  in  conformity  with
generally accepted accounting principles.




                                                          BDO SEIDMAN, LLP

Orange County, California
April 9, 1999

                                       12

<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, 1997, and the related  statements of operations,  partners'  equity
(deficit)  and cash  flows for each of the years in the  two-year  period  ended
December 31, 1997.  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  audit.  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 95% of the total assets of
WNC California  Housing Tax Credits II, L.P. at December 31, 1997. 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, 1997, and the results of its
operations and its cash flows for each of the years in the two-year period ended
December 31, 1997, in conformity with generally accepted accounting principles.



                                                          CORBIN & WERTZ

Irvine, California
April 1, 1998


                                       13


<PAGE>

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

                                 BALANCE SHEETS

                           December 31, 1998 and 1997



                                              1998                1997
                                              ----                ----

ASSETS

Cash and cash equivalents                $     379,754       $     377,378
Investments in limited
 partnerships, net (Note 2)                  6,439,942           7,291,595
                                          ------------        ------------

                                         $   6,819,696       $   7,668,973
                                          ============        ============

LIABILITIES AND PARTNERS' EQUITY
(DEFICIT)

Liabilities:
 Accrued fees and expenses due
  to General Partner and
  affiliates (Note 3)                    $   1,044,307       $     836,316
                                          ------------        ------------

Commitments and contingencies

Partners' equity (deficit):
 General partner                              (107,508)            (96,935)
 Limited partners; (20,000 units
  authorized; 17,726 units issued
  and outstanding at December 31,
  1998 and 1997)                             5,882,897           6,929,592
                                          ------------        ------------

        Total partners' equity               5,775,389           6,832,657
                                          ------------        ------------

                                         $   6,819,696       $   7,668,973
                                          ============        ============


                 See accompanying notes to financial statements
                                       14

<PAGE>

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

                            STATEMENTS OF OPERATIONS

              For The Years Ended December 31, 1998, 1997 and 1996



                                     1998            1997            1996
                                     ----            ----            ----

Interest income                 $     16,353    $     13,218    $     24,231
                                 -----------     -----------     -----------

Operating expenses:
 Amortization (Note 2)                53,228          54,445          54,836
 Partnership management
  fees (Note 3)                      210,084         210,084         209,807
 Other                                27,580          33,678          24,395
                                 -----------     -----------     -----------

  Total operating expenses           290,892         298,207         289,038
                                 -----------     -----------     -----------

Loss from operations                (274,539)       (284,989)       (264,807)

Equity in losses from
limited partnerships
 (Note 2)                           (782,729)     (1,155,586)     (1,128,793)
                                 -----------     -----------     -----------

Net loss                        $ (1,057,268)  $  (1,440,575)  $  (1,393,600)
                                  ==========      ==========      ==========

Net loss allocated to:
   General partner              $    (10,573)   $    (14,406)  $     (13,936)
                                  ==========      ==========      ==========

   Limited partners             $ (1,046,695)   $ (1,426,169)  $  (1,379,664)
                                  ==========      ==========      ==========

Net loss per limited
 partner unit                   $     (59.05)   $     (80.46)  $      (77.83)
                                 ===========     ===========    ============

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








                 See accompanying notes to financial statements
                                       15
<PAGE>


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

                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

              For The Years Ended December 31, 1998, 1997 and 1996



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

Partners' equity (deficit)
at January 1, 1996              $    (68,593)     $  9,735,425    $  9,666,832

Net loss                             (13,936)       (1,379,664)     (1,393,600)
                                     -------        ----------      ----------

Partners' equity (deficit)
at December 31, 1996                 (82,529)        8,355,761       8,273,232

Net loss                             (14,406)       (1,426,169)     (1,440,575)
                                     -------        ----------      ----------

Partners' equity (deficit)
at December 31, 1997                 (96,935)        6,929,592       6,832,657

Net loss                             (10,573)       (1,046,695)     (1,057,268)
                                   ---------       -----------     -----------

Partners' equity (deficit)
at December 31, 1998             $  (107,508)     $  5,882,897    $  5,775,389
                                   =========       ===========     ===========










                 See accompanying notes to financial statements
                                       16

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

                            STATEMENTS OF CASH FLOWS

              For The Years Ended December 31, 1998, 1997 and 1996

                                    1998            1997            1996
                                    ----            ----            ----

Cash flows from
operating activities:
 Net loss                    $ (1,057,268)   $ (1,440,575)     $ (1,393,600)
 Adjustments to
 reconcile net loss to
 net cash used in
 operating activities:
  Amortization                     53,228          54,445            54,836
  Equity in losses of
   limited partnerships           782,729       1,155,586         1,128,793
  Change in other assets                -           2,706            26,757
  Increase in accrued fees
   and expenses due to
   General Partner and
   affiliates                     207,991         132,623           137,040
                              -----------     -----------       -----------

Net cash used in
 operating activities             (13,320)        (95,215)          (46,174)
                              -----------     -----------       -----------

Cash flows from
investing activities:
 Investments in limited
  partnerships, net                     -         (75,526)         (555,000)
 Distributions from
  limited partnerships             15,696          22,399            11,319
 Change in loans receivable             -           8,569            (6,569)
                              -----------     -----------       -----------

Net cash provided by
(used in) investing activities     15,696         (44,558)         (550,250)
                              -----------     -----------       -----------

Net decrease in cash
and cash equivalents                2,376        (139,773)         (596,424)

Cash and cash equivalents,
beginning of year                 377,378         517,151         1,113,575
                              -----------     -----------       -----------

Cash and cash equivalents,
end of year                  $    379,754    $    377,378    $      517,151
                              ===========     ===========       ===========


SUPPLEMENTAL DISCLOSURE
OF CASH  FLOW INFORMATION:
   Taxes paid                $        800    $        800    $          800
                              ===========     ===========       ===========





                 See accompanying notes to financial statements
                                       17

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

                          NOTES TO FINANCIAL STATEMENTS

              For The Years Ended December 31, 1998, 1997 and 1996


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 Complex") 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.  and Wilfred N.  Cooper Sr.,  through the Cooper
Revocable Trust owns just less then 66.8% of the outstanding stock of WNC.

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 of Limited
Partnership  Interests  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.

Risks and Uncertainties

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 multi-unit  residential  real estate.  Some of these
risks  are that the low  income  housing  credit  could be  recaptured  and that
neither the  Partnership's  investments  nor the Housing  Complexes owned by the
Local Limited Partnerships will be 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

                                       18
<PAGE>
                   WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

              For The Years Ended December 31, 1998, 1997 and 1996

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

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 Local Limited Partnership Interests;  limitations on
removal of Local General Partners; limitations on subsidy programs; and possible
changes in applicable regulations.  The Housing Complexes are or will be subject
to mortgage  indebtedness.  If a Local  Limited  Partnership  does not makes its
mortgage payments, the lender could foreclose resulting in a loss of the Housing
Complex  and low  income  housing  credits.  As a limited  partner  of the Local
Limited Partnerships, the Partnership will have very limited rights with respect
to management of the Local  Limited  Partnerships,  and will rely totally on the
Local General  Partners of the Local Limited  Partnerships for management of the
Local 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  Housing  Complexes  and the
Partnership.  In addition,  each Local Limited  Partnership  is subject to risks
relating  to  environmental   hazards  and  natural  disasters  which  might  be
uninsurable. Because the Partnership's 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 the  anticipated  low income  housing
credits will be available to Limited Partners.

In addition  Limited  Partners are subject to risks in that the rules  governing
the low income  housing  credit are  complicated,  and the use of credits can be
limited.  The only  material  benefit from an investment in Units may be the low
income housing credits. There are limits in the transferability of Units, and it
is unlikely that a market for Units will develop.  All management decisions will
be made by the General Partner.

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 distributions received. The accounting policies of the Local Limited
Partnerships are 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).

Losses from Local  Limited  Partnerships  allocated to the  Partnership  are not
recognized to the extent that the  investment  balance  would be adjusted  below
zero.

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, 1998 and 1997.

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.

                                       19

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

              For The Years Ended December 31, 1998, 1997 and 1996

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

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,  1998,  the  Partnership  maintained  cash  balances at certain
financial institutions in excess of the federally insured maximum.

Net Loss Per Limited Partner Unit

Net loss per limited  partnership  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  income  available  to limited
partners by the weighted average number of units outstanding  during the period.
Calculation of diluted net income per unit is not required.

Reporting Comprehensive Income

In June 1997,  the FASB  issued  Statement  of  Financial  Accounting  Standards
("SFAS") No. 130, Reporting  Comprehensive  Income.  This statement  establishes
standards for reporting the components of comprehensive income and requires that
all items that are  required to be  recognized  under  accounting  standards  as
components of comprehensive  income be included in a financial statement that is
displayed with the same prominence as other financial statements.  Comprehensive
income  includes net income as well as certain items that are reported  directly
within a separate  component  of  partners'  equity and bypass net  income.  The
Partnership  adopted the  provisions  of this  statement in 1998.  For the years
presented,  the Partnership has no elements of other  comprehensive  income,  as
defined by SFAS No. 130.

NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS

As of December 31,  1998,  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
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 of the  Limited
Partnerships.

The  Partnership's  investments  in Local Limited  Partnerships  as shown in the
balance sheets as of December 31, 1998 and 1997 are approximately $1,835,000 and
$1,328,000,  respectively, greater than the Partnership's equity as shown in the
Local Limited Partnerships'  financial statements.  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 (see Note 3).

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.

                                       20
<PAGE>
                   WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

              For The Years Ended December 31, 1998, 1997 and 1996

NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued

Distributions  received by limited  partners are accounted for as a reduction of
the investment balance.  Distributions received after the investment has reached
zero are recognized as income.

At  December  31,  1998,  the  investment  accounts  in  certain  Local  Limited
Partnerships have reached a zero balance.  Consequently, the Partnership's share
of losses  during the year ended  December 31, 1998  amounting to  approximately
$567,892 have not been recognized.  As of December 31, 1998, the aggregate share
of net losses not recognized by the Partnership amounted to $720,667.

Following is a summary of the equity method activity of the investments in Local
Limited Partnerships for the years ended December 31:

                                             1998                1997
                                             ----                ----

Investments per balance
 sheet, beginning of year           $   7,291,595       $   8,447,282
Capital contributions paid, net                 -              75,526
Distributions paid                        (15,696)            (22,399)
Equity in losses of
 limited partnerships                    (782,729)         (1,155,586)
Amortization of acquisition
 fees and costs                           (53,228)            (53,228)
                                     ------------        ------------

Investments per balance
 sheet, end of year                 $   6,439,942       $   7,291,595
                                     ============        ============





                                       21

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

              For The Years Ended December 31, 1998, 1997 and 1996

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 in
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

                                               1998                1997
                                               ----                ----

ASSETS

Buildings and improvements,
 (net of accumulated depreciation
 for 1998 and 1997 of $7,793,000
 and $6,533,000 respectively)         $  31,200,000         $  32,347,000
Land                                      2,465,000             2,465,000
Other assets                              2,656,000             2,627,000
                                      -------------         -------------

                                      $  36,321,000         $  37,439,000
                                       ============          ============

LIABILITIES

Mortgage and construction
 loans payable                        $  28,626,000         $  28,603,000
Other liabilities (including
 due to related parties
 of $582,000 and $536,000
 as of December 31,
 1998 and 1997, respectively)             2,719,000             2,413,000
                                       ------------          ------------
                                         31,345,000            31,016,000
                                       ------------          ------------

PARTNERS' CAPITAL

WNC California Housing
 Tax Credits II, L.P.                     4,605,000             5,964,000
Other partners                              371,000               459,000
                                       ------------          ------------
                                          4,976,000             6,423,000
                                       ------------          ------------

                                      $  36,321,000         $  37,439,000
                                       ============          ============




                                       22

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

              For The Years Ended December 31, 1998, 1997 and 1996

NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued

                   COMBINED CONDENSED STATEMENTS OF OPERATIONS

                                 1998              1997               1996
                                 ----              ----               ----

Revenues                   $   3,034,000     $   3,021,000       $   3,081,000
                            ------------      ------------        ------------

Expenses:
 Operating expenses            2,220,000         2,137,000           2,043,000
 Interest expense                924,000           935,000             875,000
 Depreciation and
  amortization                 1,284,000         1,276,000           1,305,000
                            ------------      ------------       -------------

        Total expenses         4,428,000         4,348,000           4,223,000
                            ------------      ------------       -------------

Net loss                   $  (1,394,000)   $  (1,327,000)      $  (1,142,000)
                            ============     ============        ============

Net loss allocable
 to the Partnership        $  (1,351,000)   $  (1,312,000)      $  (1,129,000)
                            ============     ============        ============

Net loss recorded
 by the Partnership        $    (783,000)   $  (1,159,000)      $  (1,129,000)
                            ============     ============        ============

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  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.

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.  As of December 31, 1998 and
        1997,  the  Partnership   incurred   acquisition   fees  of  $1,595,340.
        Accumulated  amortization  of these  capitalized  costs was $351,380 and
        $298,204 at December 31, 1998 and 1997, respectively.

        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
        December 31, 1998 and 1997, the Partnership  incurred  acquisition costs
        of  $1,520  which  have  been   included  in   investments   in  limited
        partnerships.  Accumulated  amortization was  insignificant for 1998 and
        1997.

        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.  Management  fees of $210,084,  $210,084 and $209,807
        were  incurred  for  1998,  1997 and  1996,  respectively,  of which $0,
        $75,000 and $75,000 were paid in 1998, 1997 and 1996, 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.

                                       23
<PAGE>
                   WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

              For The Years Ended December 31, 1998, 1997 and 1996


NOTE 3 - RELATED PARTY TRANSACTIONS, continued

        An affiliate of the General Partner provides management services for two
        of the properties in the Local Limited Partnerships.  Management fees of
        $40,513,  $4,130 and $0 were earned by the affiliate  during 1998,  1997
        and 1996, respectively.

The accrued fees and expenses due to General  Partner and affiliates  consist of
the following at December 31:

                                              1998                1997
                                             -----                ----

Asset management fee payable           $   1,044,947       $     834,863
Reimbursement for expenses
 paid by an affiliate of the
 General Partner                                (640)              1,453
                                        ------------        ------------

                                       $   1,044,307       $     836,316
                                        ============        ============

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.

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.
















                                       24
<PAGE>



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

(a)(1)

(i)     On December 16, 1998, Corbin & Wertz,  Irvine,  California was dismissed
        as the Partnership's principal independent accountant.

(ii)    During  the last two fiscal  years of the  Partnership,  the  reports of
        Corbin & Wertz  respecting the financial  statements of the  Partnership
        did not contain an adverse opinion or a disclaimer of opinion,  nor were
        any such reports qualified or modified as to uncertainty, audit scope or
        accounting principles.

(iii)   The  decision  to  change  accountants  was  approved  by the  board  of
        directors  of  WNC &  Associates,  Inc.,  the  general  partner  of  the
        Partnership.

(iv)    During the last two fiscal years and  subsequent  interim  period of the
        Partnership  there were no disagreements  between Corbin & Wertz and the
        Partnership  on  any  matter  of  accounting  principles  or  practices,
        financial  statement  disclosure,  or auditing scope or procedure of the
        nature  described  in Item  304(a)(1)(iv)  of  Securities  and  Exchange
        Commission Regulation S-K.

(v)     During the last two fiscal years and  subsequent  interim  period of the
        Partnership  there were no reportable  events of the nature described in
        Item 304(a)(1)(v) of Securities and Exchange Commission Regulation S-K.

(a)(2)

On December 16, 1998, BDO Seidman,  LLP,  Costa Mesa,  California was engaged as
the Partnership's principal independent  accountant.  During the last two fiscal
years and subsequent interim period of the Partnership,  the Partnership did not
consult BDO Seidman,  LLP regarding (i) either,  the  application  of accounting
principles to a specified  transaction;  or the type of audit opinion that might
be rendered on the Partnership's  financial statements,  or (ii) any matter that
was  the  subject  of a  disagreement  (as  defined  in  Item  304(a)(1)(iv)  of
Securities and Exchange Commission Regulation S-K) or was a reportable event (as
defined in Item  304(a)(1)(v) of Securities and Exchange  Commission  Regulation
S-K).

PART III.

Item 10.  Directors and Executive Officers of the Registrant

Directors of 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 WNC & Associates,  Inc. are Wilfred N. Cooper,  Sr., who serves
as Chairman of the Board,  John B.  Lester,  Jr.,  David N.  Shafer,  Wilfred N.
Cooper, Jr. and Kay L. Cooper.  The principal  shareholders of WNC & Associates,
Inc. are trusts established by Wilfred N. Cooper, Sr. and John B. Lester, Jr.

Wilfred N. Cooper,  Sr., age 68, is the founder,  Chief Executive  Officer and a
Director of WNC & Associates, Inc., a Director of WNC Capital Corporation, and a
general partner in some of the programs previously sponsored by the Sponsor. Mr.
Cooper has been involved in real estate  investment and  acquisition  activities
since 1968.  Previously,  during 1970 and 1971,  he was founder and 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


                                       25

<PAGE>


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.  Mr. Cooper is a Director of the
National  Association of Home Builders (NAHB) and a National  Trustee for NAHB's
Political Action Committee,  a Director of the National Housing Conference (NHC)
and a  member  of NHC's  Executive  Committee  and a  Director  of the  National
Multi-Housing  Council (NMHC).  Mr. Cooper graduated from Pomona College in 1956
with a Bachelor of Arts degree.

John B. Lester, Jr., age 65, is President, a Director, Secretary and a member of
the  Acquisition  Committee  of WNC &  Associates,  Inc.,  and a Director of WNC
Capital  Corporation.  Mr. Lester has 27 years of experience in engineering  and
construction  and has been involved in real estate  investment  and  acquisition
activities since 1986 when he joined the Sponsor. Previously, 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  graduated  from  the
University of Southern  California in 1956 with a Bachelor of Science  degree in
Mechanical Engineering.

Wilfred N. Cooper,  Jr., age 36, is Executive Vice  President,  a Director and a
member of the  Acquisition  Committee of WNC & Associates,  Inc. He is President
of, and a registered principal with, WNC Capital  Corporation,  a member firm of
the NASD,  and is a Director of WNC  Management,  Inc.  He has been  involved in
investment  and  acquisition  activities  with  respect to real estate  since he
joined  the  Sponsor in 1988.  Prior to this,  he served as  Government  Affairs
Assistant with Honda North America in Washington, D.C. Mr. Cooper is a member of
the Advisory Board for LIHC Monthly Report,  a Director of NMHC and an Alternate
Director of NAHB.  He  graduated  from The  American  University  in 1985 with a
Bachelor of Arts degree.

David N. Shafer, age 46, is Senior Vice President, a Director,  General Counsel,
and a member of the  Acquisition  Committee  of WNC &  Associates,  Inc.,  and a
Director and Secretary of WNC  Management,  Inc. Mr. Shafer has been involved in
real estate  investment and acquisition  activities since 1984. Prior to joining
the Sponsor in 1990, he was  practicing  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.

Michael L. Dickenson, age 42, is Vice President and Chief Financial Officer, and
a member of the  Acquisition  Committee  of WNC &  Associates,  Inc.,  and Chief
Financial Officer of WNC Management,  Inc. He has been involved with acquisition
and  investment  activities  with  respect to real estate  since 1985.  Prior to
joining the Sponsor in March 1999, he was the Director of Financial  Services at
TrizecHahn  Centers Inc., a developer  and operator of  commercial  real estate,
from 1995 to 1999,  a Senior  Manager  with E&Y  Kenneth  Leventhal  Real Estate
Group, Ernst & Young, LLP, from 1988 to 1995, and Vice President of Finance with
Great Southwest  Companies,  a commercial and residential real estate developer,
from  1985 to 1988.  Mr.  Dickenson  is a  member  of the  Financial  Accounting
Standards  Committee for the National  Association of Real Estate  Companies and
the  American  Institute  of  Certified  Public  Accountants,  and a Director of
HomeAid  Southern  California,  a charitable  organization  affiliated  with the
building  industry.  He  graduated  from  Texas Tech  University  in 1978 with a
Bachelor of Business  Administration  -  Accounting  degree,  and is a Certified
Public Accountant in California and Texas.

Thomas J. Riha, age 44, is Vice President - Asset Management and a member of the
Acquisition  Committee  of WNC &  Associates,  Inc.  and a  Director  and  Chief
Executive  Officer  of WNC  Management,  Inc.  Mr.  Riha  has been  involved  in
acquisition  and investment  activities  with respect to real estate since 1979.
Prior to joining the  Sponsor in 1994,  Mr.  Riha was  employed by Trust  Realty
Advisor, a real estate acquisition and management company,  last serving as Vice
President - Operations. 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.
                                       26
<PAGE>

Sy P. Garban,  age 53, is Vice  President - National  Sales of WNC & Associates,
Inc.  and has been  employed by the  Sponsor  since  1989.  Mr.  Garban has been
involved in real estate  investment  activities since 1978. Prior to joining the
Sponsor he served as  Executive  Vice  President  by MRW,  Inc.,  a real  estate
development  and management  firm.  Mr. Garban is a member of the  International
Association of Financial  Planners.  He graduated from Michigan State University
in 1967 with a Bachelor of Science degree in Business Administration.

N. Paul Buckland,  age 36, is Vice President - Acquisitions of WNC & Associates,
Inc. He has been involved in real estate acquisitions and investments since 1986
and has been employed with WNC & Associates,  Inc. since 1994. Prior to that, he
served on the  development  team of the Bixby Ranch that  constructed  apartment
units and Class A office space in California and  neighboring  states,  and as a
land  acquisition  coordinator with Lincoln Property Company where he identified
and analyzed multi-family  developments.  Mr. Buckland graduated from California
State  University,  Fullerton  in 1992  with a  Bachelor  of  Science  degree in
Business Finance.

David Turek, age 44, is Vice President - Originations of WNC & Associates,  Inc.
He has been involved with real estate  investment and finance  activities  since
1976 and has been employed by WNC & Associates,  Inc.  since 1996.  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 1990 to 1995, he was involved in the development of
conventional  and tax credit  multi-family  housing.  He is a Director  with the
Texas Council for Affordable Rural Housing and graduated from Southern Methodist
University in 1976 with a Bachelor of Business Administration degree.

Kay L. Cooper,  age 62, is a Director of WNC & Associates,  Inc. Mrs. Cooper was
the founder and sole  proprietor  of Agate 108, a  manufacturer  and retailer of
home  accessory  products,  from 1975 until 1998.  She is the wife of Wilfred N.
Cooper,  Sr.,  the mother of Wilfred  N.  Cooper,  Jr. and the sister of John B.
Lester,  Jr. Ms. 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 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  for  1998.  The  Partnership  paid  the  General  Partner  or  its
    affiliates $0 of those fees in 1998.

(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  over reimbursed the General Partner or
    its affiliates  for operating  expenses of  approximately  $1,000 during the
    year ended December 31, 1998.

(d) Interest  in   Partnership.   The  General   Partners   receive  1%  of  the
    Partnership's  allocated Low Income Tax Housing Credits,  which approximated
    $22,000 for the General  Partner for the year ended  December 31, 1998.  The
    General  Partners  are also  entitled  to receive 1% of cash  distributions.
    There were no  distributions of cash to the General Partners during the year
    ended December 31, 1998.
                                       27
<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 Limited Partnership Interests.

(b)  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.

(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  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 and the General  Partner's
interest in the  Partnership,  as  discussed  in Item 11 and in the notes to the
Partnership's financial statements.














                                       28
<PAGE>

PART IV.

Item 14.  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
        Independent Auditors' Report
        Balance Sheets, December 31, 1998 and 1997
        Statements of Operations for the years ended December 31, 1998, 1997 and
        1996
        Statements  of Partners'  Equity for the years ended  December 31,
        1998, 1997 and 1996
        Statement of Cash Flows for the years ended December
        31, 1998, 1997 and 1996
        Notes to Financial Statements

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

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

(b)     Reports on Form 8-K.

1.      A Form 8-K dated  December  16,  1998 was  filed on  December  22,  1998
        reporting the  dismissal of the  Partnership's  former  auditors and the
        engagement of new auditors. No financial statements were included.

(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  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  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  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.
                                       29
<PAGE>

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.

10.10Amended 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.

10.11Amended 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.

10.12Amended 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.

10.13Amended 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.

10.14Amended 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.

21.1 Financial  Statements of Mecca  Apartments II, for the years ended December
     31, 1998 and 1997  together  with auditors  report  thereon;  a significant
     subsidiary of the Partnership.

 (d) Financial  statement  schedule  follows,  as set forth in subsection (a)(2)
hereof.





                                       30

<PAGE>


               Report of Independent Certified Public Accountants
                        on Financial Statement Schedule



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


The audit  referred to in our report  dated April 9, 1999,  relating to the 1998
financial  statements  of WNC  California  Housing Tax  Credits  II,  L.P.  (the
"Partnership"),  which is  contained  in Item 8 of this Form 10-K,  included the
audit of the accompanying  financial statement schedule. The financial statement
schedule  is  the   responsibility   of  the   Partnership's   management.   Our
responsibility  is to express an opinion on this  financial  statement  schedule
based upon our audit.

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



                                              BDO SEIDMAN, LLP


Orange County, California
April 9, 1999


















                                       31



<PAGE>




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


                  -----------------------------------------------------------------------------------------------------------------
                                                    As of December 31, 1998
                  -----------------------------------------------------------------------------------------------------------------

                                              Total                              Encumbrances of
                                              Investment in      Amount of       Local Limited    Property   Accumulated   Net Book
Partnership Name              Location        Local Limited      Investment      Partnerships       and      Depreciation   Value
                                              Partnerships       Paid to Date                     Equipment
-----------------------------------------------------------------------------------------------------------------------------------

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

601 Main Street Investors     Stockton,
                              California     $  1,656,000    $  1,656,000     $  4,011,000  $  5,553,000   $  1,294,000 $ 4,259,000


ADI Development Partners      Delhi,
                              California          699,000         699,000        1,226,000     1,898,000        348,000   1,550,000

Bayless Garden Apartments     Red Bluff,
Investors                     California        1,110,000       1,110,000        1,291,000     2,560,000        655,000   1,905,000

Blackberry Oaks, Ltd          Lodi,
                              California          463,000         463,000        1,934,000     2,419,000        344,000   2,075,000

Jacob's Square                Exeter,
                              California        1,324,000       1,324,000        1,717,000     2,860,000        497,000   2,363,000

Mecca Apartments II           Mecca,
                              California        2,200,000       2,200,000        2,519,000     4,361,000        436,000   3,925,000

Nevada Meadows                Grass
                              Valley,             459,000         459,000        1,940,000     2,593,000        292,000   2,301,000
                              California

Northwest Tulare Associates   Ivanhoe,
                              California        1,226,000       1,226,000        1,787,000     2,952,000        754,000   2,198,000

Orland Associates             Orland,
                              California          432,000         432,000        1,718,000     2,246,000        371,000   1,875,000

Pine Gate Limited Partnership Ahoskie,
                              California          272,000         272,000        1,458,000     1,801,000        204,000   1,597,000

</TABLE>

                                       32
<PAGE>


<TABLE>
<CAPTION>

WNC California Housing Tax Credits II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships

                  -----------------------------------------------------------------------------------------------------------------
                                                    As of December 31, 1998
                  -----------------------------------------------------------------------------------------------------------------

                                              Total                              Encumbrances of
                                              Investment in      Amount of       Local Limited    Property   Accumulated   Net Book
Partnership Name              Location        Local Limited      Investment      Partnerships       and      Depreciation   Value
                                              Partnerships       Paid to Date                     Equipment
-----------------------------------------------------------------------------------------------------------------------------------

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

Silver Birch Associates       Huron,
                              California       378,000           378,000        1,347,000      1,714,000       368,000   1,346,000

Twin Pines Apartments
Associates                    Groveland,
                              California     1,278,000         1,278,000        1,789,000      3,285,000       812,000   2,473,000

Ukiah Terrace                 Ukiah,
                              California       349,000           349,000        1,779,000      2,280,000       596,000   1,684,000

Woodlake Garden Apartments    Woodlake,
                              California       548,000           548,000        1,943,000      2,423,000       412,000   2,011,000

Yucca-Warren Vista
Associates                    Joshua
                              Tree,
                              California       520,000           520,000        2,167,000      2,513,000       410,000   2,103,000
                                            ----------        ----------        ---------      ---------     ---------   ---------

                                         $  12,914,000     $  12,914,000    $  28,626,000   $ 41,458,000   $ 7,793,000 $33,665,000
                                            ==========        ==========       ==========     ==========     =========  ==========

</TABLE>

                                       33


<PAGE>

WNC California Housing Tax Credits II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships

<TABLE>
<CAPTION>


                                     ----------------------------------------------------------------------------------------------
                                                                     For the year ended December 31, 1998
                                     ----------------------------------------------------------------------------------------------

Partnership Name                       Rental Income        Net Loss       Year          Status        Estimated Useful
                                                                           Investment                  Life  (Years)
                                                                           Acquired
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>              <C>                  <C>          <C>               <C>

601 Main Street Investors              $  366,000       $  (353,000)         1991         Completed          39


ADI Development Partners                  119,000           (44,000)         1991         Completed          40


Bayless Garden Apartments Investors       168,000           (99,000)         1992         Completed          27.5


Blackberry Oaks, Ltd.                     206,000           (17,000)         1992         Completed          40


Jacob's Square                            183,000          (109,000)         1993         Completed          27.5


Mecca Apartments II                       252,000          (164,000)         1993         Completed          40


Nevada Meadows                            192,000           (20,000)         1993         Completed          40


Northwest Tulare Associates               183,000          (117,000)         1991         Completed          27.5


Orland Associates                         187,000           (21,000)         1991         Completed          40


Pine Gate Limited Partnership             225,000            (6,000)         1994         Completed          50


Silver Birch Associates                   129,000           (36,000)         1992         Completed          27.5


Twin Pines Apartments Associates           95,000          (263,000)         1991         Completed          27.5


Ukiah Terrace                             179,000           (54,000)         1991         Completed          27.5


Woodlake Garden Apartments                181,000           (52,000)         1991         Completed          40


Yucca-Warren Vista Associates, Ltd.       214,000           (39,000)         1991         Completed          50
                                     ------------      ------------


                                    $   2,879,000     $   (1,394,000)
                                     ============      =============

</TABLE>

                                       34


<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: August 23, 1999


By:  /s/ Michael L. Dickenson
Michael L. Dickenson,
Vice-President - Chief Financial Officer of WNC & Associates, Inc.

Date: August 23, 1999

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 of WNC & Associates, Inc.

Date: August 23, 1999


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

Date: August 23, 1999


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

Date: August 23, 1999
                                       35