FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   (Mark One)

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

                    For the fiscal year ended March 31, 2002

                                       OR

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

             For the transition period from __________ to __________

                         Commission file number: 0-20056


                  WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.

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

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

                                 (714) 662-5565

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

                                      NONE

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

                      UNITS OF LIMITED PARTNERSHIP INTEREST

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
Yes__X__    No ___

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. x
                                       1

<PAGE>


State the aggregate market value of the voting and non-voting common equity held
by non-affiliates 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 93.65% of the outstanding stock of
Associates.  Wilfred N. Cooper, Jr., President of Associates,  owns 3.01% 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 a Housing Complex prior to the end thereof, possibly resulting in
recapture of Low Income Housing Credits.

                                       3
<PAGE>



As of March 31, 2002,  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 the dates indicated:

                                       4
<PAGE>



<TABLE>
<CAPTION>

                                                                                -------------------------   ------------------------
                                                                                  As of March 31, 2002       As of December 31, 2001
                                                                                -------------------------   ------------------------
                                                           Partnership's                                    Estimated   Encumbrances
                                                          Total Investment   Amount of                      Low Income      of Local
                                                           In Local Limited  Investment  Number              Housing        Limited
 Partnership Name      Location    General Partner Name    Partnerships    Paid to Date  Of Units Occupancy  Credits    Partnerships
------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>           <C>                  <C>          <C>              <C>       <C>     <C>           <C>
601 Main Street        Stockton,     Daniels C.
Investors              California    Louge                $ 1,656,000   $ 1,656,000     165       97%     $ 4,080,000   $  3,967,000

ADI Development        Delhi,        Anthony
Partners               California    Donovan                  699,000       699,000      31       94%       1,757,000      1,207,000

Bayless Garden
Apartments             Red Bluff,    Douglas W.
Investors              California    Young                  1,110,000     1,110,000      46       96%       2,741,000      1,268,000

Blackberry             Lodi,         Bonita Homes
Oaks, Ltd              California    Incorporated             463,000       463,000      42      100%       1,063,000      1,912,000

                                     Philip R. Hammond,
Jacob's                Exeter,       Jr. and Diane M.
Square                 California    Hammond                1,324,000     1,324,000      45      100%       2,933,000      1,574,000

                                     Sam Jack, Jr. and
Mecca                  Mecca,        Sam Jack and
Apartments II          California    Associates             2,200,000     2,200,000      60       98%       5,183,000      2,504,000

                                     Thomas G. Larson
                       Grass         William H. Larson
Nevada                 Valley,       and Raymond L.
Meadows                California    Tetzlaff                 459,000       459,000      34       100%      1,030,000      1,917,000

Northwest                            Philip R. Hammond,
Tulare                 Ivanhoe,      Jr. and Diane M.
Associates             California    Hammond                1,226,000     1,226,000      54        74%      2,950,000      1,757,000

Orland                 Orland,       Richard E.Huffman
Associates             California    and Robert A. Ginno      432,000       432,000      40       100%        972,000      1,703,000

</TABLE>

                                       5
<PAGE>




<TABLE>
<CAPTION>
                                                                                -------------------------   ------------------------
                                                                                  As of March 31, 2002       As of December 31, 2001
                                                                                -------------------------   ------------------------
                                                           Partnership's                                    Estimated   Encumbrances
                                                          Total Investment   Amount of                      Low Income      of Local
                                                           In Local Limited  Investment  Number              Housing        Limited
 Partnership Name      Location    General Partner Name    Partnerships    Paid to Date  Of Units Occupancy  Credits    Partnerships
------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>           <C>                 <C>            <C>             <C>       <C>    <C>            <C>
                                     Regency Investment
                                     Associates, Inc.,
Pine Gate                            Boyd Management,
Limited                Ahoskie,      Inc. and Gordon L.
Partnership            California    Blackwell                272,000       272,000      56       100%        611,000      1,441,000

Silver                               Philip R. Hammond,
Birch                  Huron,        Jr. and Diane M.
Associates             California    Hammond                  378,000       378,000      35        97%      1,131,000      1,334,000

Twin Pines
Apartments             Groveland,    Donald S. Kavanagh
Associates             California    and John N. Brezzo     1,278,000     1,278,000      39        97%      3,055,000      1,789,000

                                     Thomas G. Larson,
                                     William H. Larson
Ukiah                  Ukiah,        and Raymond L.
Terrace                California    Tetzlaff                 349,000       349,000      41       100%        825,000      1,765,000

Woodlake                             David J. Michael
Garden                 Woodlake,     and Pamela J.
Apartments             California    Michael                  548,000       548,000      48        90%      1,374,000      1,913,000

Yucca-Warren Vista     Joshua Tree,  WNC & Associates,
Associates             California    Inc.                     520,000       520,000      50        98%      1,251,000      2,150,000
                                                         -------------  ------------    -----    ------  -------------  ------------
                                                         $ 12,914,000   $12,914,000     786        96%   $ 30,956,000   $ 28,201,000
                                                         =============  ============    ====     ======  =============  ============
</TABLE>

                                       6

<PAGE>

<TABLE>
<CAPTION>
                                             -----------------------------------------------------------------------
                                                              For the year ended December 31, 2001
                                             -----------------------------------------------------------------------
                                                                                                Low Income Housing
                                                                                                 Credits Allocated
                 Partnership Name                Rental Income             Net Loss               to Partnership
      --------------------------------------------------------------------------------------------------------------
<S>                                                       <C>                   <C>                             <C>
      601 Main Street Investors                           $ 458,000             $(314,000)                      99%

      ADI Development Partners                              123,000               (58,000)                      90%

      Bayless Garden Apartments Investors                   180,000               (96,000)                      99%

      Blackberry Oaks, Ltd                                  217,000               (24,000)                      99%

      Jacob's Square                                        204,000               (79,000)                      99%

      Mecca Apartments II                                   261,000              (198,000)                      99%

      Nevada Meadows                                        197,000               (58,000)                      99%

      Northwest Tulare Associates                           157,000              (151,000)                      99%

      Orland Associates                                     206,000               (18,000)                      99%

      Pine Gate Limited Partnership                         226,000               (51,000)                      99%

      Silver Birch Associates                               138,000               (30,000)                      99%

      Twin Pines Apartments Associates                      152,000              (213,000)                      99%

      Ukiah Terrace                                         185,000               (65,000)                      99%

      Woodlake Garden Apartments                            194,000               (53,000)                      95%

      Yucca-Warren Vista Associates, Ltd                    219,000               (26,000)                      99%
                                                        ------------         -------------

                                                        $ 3,117,000          $ (1,434,000)
                                                        ============         =============
</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 March 31, 2002, there were 1,289 Limited Partners.

(c)  The Partnership was not designed to provide cash distributions to Limited
     Partners in circumstances other than refinancing or disposition of its
     investments in Local Limited Partnerships.

(d) No  unregistered  securities  were sold by the  Partnership  during the year
    ended March 31, 2002.


Item 5b.

NOT APPLICABLE

Item 6.  Selected Financial Data

Selected balance sheet information for the Partnership is as follows:
<TABLE>
<CAPTION>
                                                March 31                               December 31
                           ----------------------------------------------------  ------------------------
                              2002         2001         2000          1999          1998         1997
                           -----------  -----------  -----------  -------------  -----------  -----------
<S>                      <C>          <C>          <C>          <C>            <C>          <C>
ASSETS
Cash and cash
equivalents              $    257,975 $    281,525 $    314,630 $      364,853 $    379,754 $    377,378
Investments in limited
  partnerships, net         3,494,236    4,391,885    5,442,623      6,240,560    6,439,942    7,291,595
Due from affiliates             3,646       59,554       38,540              -            -            -
                           -----------  -----------  ----------- -----------   ------------  -----------
                         $  3,755,857 $  4,732,964 $  5,795,793 $    6,605,413 $  6,819,696 $  7,668,973
                           ===========  ===========  ===========  =============  ===========  ===========

LIABILITIES
Accrued fees and
  expenses due to
  general partner and
  affiliates             $  1,631,958 $  1,448,236 $  1,278,242 $    1,077,385 $  1,044,307 $    836,316

PARTNERS' EQUITY            2,123,899    3,284,728    4,517,551      5,528,028    5,775,389    6,832,657
                           -----------  -----------  -----------  -------------  -----------  -----------
                         $  3,755,857 $  4,732,964 $  5,795,793 $    6,605,413 $  6,819,696 $  7,668,973
                           ===========  ===========  ===========  =============  ===========  ===========
</TABLE>
                                       8

<PAGE>

Selected results of operations, cash flows and other information for the
Partnership is as follows:
<TABLE>
<CAPTION>
                                  For the Years Ended               Three Months Ended        For the Years Ended
                                        March 31                         March 31                 December 31
                          -------------------------------------   ------------------------   -----------------------
                             2002         2001         2000          1999         1998         1998         1997
                          -----------  -----------   ----------   -----------   ----------   ----------   ----------
                                                                                (Unaudited)

<S>                     <C>          <C>          <C>           <C>           <C>          <C>           <C>
Loss from operations    $   (337,782)$   (272,354)$   (273,480) $     (68,998)$    (65,161)$    (274,539)$   (284,989)
Equity in losses of
  limited partnerships      (823,047)    (960,469)    (736,997)      (178,363)    (241,600)     (782,729)  (1,155,586)
                          -----------  -----------   ----------    ----------   ----------  -----------  -------------

Net loss                $ (1,160,829)$ (1,232,823)$ (1,010,477) $    (247,361)$   (306,761)$  (1,057,268)$ (1,440,575)
                          ===========  ===========   ==========     ==========   ==========   ========== =============
Net loss allocated to:
   General partner      $    (11,608)$    (12,328)$    (10,105) $      (2,474)$     (3,068)$     (10,573)$    (14,406)
                          ===========  ===========   ==========     ==========   ===========  =========== ============

   Limited partners     $ (1,149,221)$ (1,220,495)$ (1,000,372) $    (244,887)$   (303,693)$  (1,046,695)$ (1,426,169)
                          ===========  ===========   ==========     ==========   =========== ===========  ============
Net loss per limited
  partner unit          $     (64.83)$     (68.85)$     (56.44) $      (13.82)$     (17.13)$      (59.05)$     (80.46)
                          ===========  ===========   ==========     ==========   =========== ===========  ============
Outstanding weighted
  limited partner
  units                       17,726       17,726       17,726         17,726       17,726        17,726       17,726
                          ===========  ===========   ==========    ===========   ==========   ==========   ==========
</TABLE>
<TABLE>
<CAPTION>

                                  For the Years Ended              For the Three Months       For the Years Ended
                                        March 31                      Ended March 31              December 31
                          -------------------------------------   -----------------------    -----------------------
                             2002         2001         2000         1999         1998          1998         1997
                          -----------  -----------  -----------   ----------   ----------    ---------    ----------
                                                                               (Unaudited)
<S>                     <C>          <C>          <C>           <C>          <C>           <C>          <C>
Net cash provided by
 (used in):
   Operating
activities              $    (44,975)$    (70,146)$    (57,948) $   (22,613) $    (1,469)  $  (13,320)  $   (95,215)
   Investing
activities                    21,425       37,041        7,725        7,712        3,606       15,696       (44,558)
                          -----------  -----------  -----------   ----------   ----------    ---------    ----------
Net change in cash
  and cash equivalents       (23,550)     (33,105)     (50,223)     (14,901)       2,137        2,376      (139,773)

Cash and cash
  equivalents,
  beginning of period        281,525      314,630      364,853      379,754      377,378      377,378       517,151
                          -----------  -----------  -----------   ----------   ----------    ---------    ----------
Cash and cash
  equivalents, end of
  period                $    257,975 $    281,525 $    314,630  $   364,853  $   379,515   $  379,754   $   377,378
                          ===========  ===========  ===========   ==========   ==========    =========    ==========
</TABLE>

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

                                     2001            2000             1999             1998             1997
                                 -------------   --------------   -------------    -------------    -------------
<S>                            <C>             <C>              <C>              <C>              <C>
Federal                        $          114  $           117  $          117   $          117   $          117

State                                       -                -               -                9               27
                                 -------------   --------------   -------------    -------------    -------------
Total                          $          114  $           117  $          117   $          126   $          144
                                 =============   ==============   =============    =============    =============
</TABLE>
Item 7. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

Forward Looking Statements

With  the  exception  of  the  discussion  regarding   historical   information,
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations"  and other  discussions  elsewhere in this Form 10-K contain forward
looking statements. Such statements are based on current expectations subject to
uncertainties  and other  factors

                                       9
<PAGE>




which may involve  known and unknown  risks that could cause  actual  results of
operations  to differ  materially  from those  projected  or  implied.  Further,
certain  forward-looking  statements  are based upon  assumptions  about  future
events which may not prove to be accurate.

Risks and uncertainties  inherent in forward looking statements include, but are
not  limited  to,  our  future  cash  flows and  ability  to  obtain  sufficient
financing, level of operating expenses, conditions in the low income housing tax
credit property market and the economy in general, as well as legal proceedings.
Historical  results are not necessarily  indicative of the operating results for
any future period.

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

Financial Condition

The Partnership's  assets at March 31, 2002 consisted primarily of approximately
$258,000 in cash and cash  equivalents  and net investments in the fifteen Local
Limited Partnerships of approximately $3,494,000.  Liabilities at March 31, 2002
primarily  consisted of  approximately  $1,630,000 of accrued annual  management
fees due to the General Partner.

Results of Operations

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

Year  Ended  March  31,  2001  Compared  to  Year  Ended  March  31,  2000.  The
Partnership's  net loss for the year  ended  March  31,  2001 was  $(1,233,000),
reflecting  an increase of $223,000 from the net loss  experienced  for the year
ended  December 31, 2000. The increase in net loss is primarily due to equity in
losses of Local  Partnerships  which increased by $223,000 to $(960,000) for the
year ended March 31, 2001 from $(737,000) for the year ended March 31, 2000. The
increase in equity in losses of limited  partnerships is due to the reduction of
the  respective  net  acquisition  fee component of investments in Local Limited
Partnerships to zero for those Local Limited  Partnerships which would otherwise
be below a zero  balance.  This  increase  was  offset  by the  Partnership  not
recognizing certain losses of the Local Limited Partnerships. The investments in
such Local  Limited  Partnerships  had reached $0 at March 31,  2001.  Since the
Partnership's  liability with respect to its  investments is limited,  losses in
excess of investments are not recognized.

Cash Flows

Year Ended March 31, 2002  Compared to Year Ended March 31, 2001.  Net cash used
during the year ended  March 31, 2002 was  $(24,000),  compared to net cash used
for the year ended March 31, 2001 of $(33,000).  The change was primarily due to
the   Partnership   advancing   approximately   $21,000  to  two  Local  Limited
Partnerships  to cover  operating  deficiencies  during the year ended March 31,
2001 and  approximately  $3,000 of which was repaid  during the year ended March
31, 2002. In addition,  the  Partnership  experienced a decrease in cash paid to

                                       10
<PAGE>


the General Partner for annual management fees of $11,000 which was offset by an
decrease in  distributions  received from Local Limited  Partnerships of $15,000
and a decrease in interest income of $9,000.

Year Ended March 31, 2001  Compared to Year Ended March 31, 2000.  Net cash used
during the year ended  March 31, 2001 was  $(33,000),  compared to net cash used
for the year ended March 31, 2000 of $(50,000).  The change was due primarily to
the   Partnership   advancing   approximately   $39,000  to  two  Local  Limited
Partnerships  to cover  operating cash deficits  during the year ended March 31,
2000 and  approximately  $21,000  during  the year  ended  March  31,  2001.  In
addition,  the  Partnership  experienced an increase in cash paid to the General
Partner for annual management fees of $30,000 which was offset by an increase in
distributions received from Local Limited Partnerships of $29,000.

The report of the independent  certified public  accountants with respect to the
financial  statements of one Local  Limited  Partnership  expressed  substantial
doubt as to the Local  Limited  Partnerships'  ability  to  continue  as a going
concern.  The  Partnership  had no remaining  investment  in such Local  Limited
Partnership at March 31, 2002 and 2001, respectively. The Partnership's original
investment in the Local Limited  Partnership  approximated  $1,278,000.  Through
December 31, 2001, the Local Limited  Partnership  has had recurring  losses and
working  capital  deficiencies.  In the event the Local Limited  Partnership  is
required  to  liquidate  or  sell  its  property,  the  net  proceeds  could  be
significantly less than the carrying value of such property.  As of December 31,
2001 and 2000,  the net carrying value of such property on the books and records
of  the  Local  Limited   Partnership   totaled   $2,155,000   and   $2,267,000,
respectively.

During the years ended March 31, 2002, 2001 and 2000,  accrued  payables,  which
consist  primarily of related party  management fees due to the General Partner,
increased by $181,000, $170,000 and $201,000,  respectively. The General Partner
does not  anticipate  that  these  accrued  fees will be paid until such time as
capital   reserves  are  in  excess  of  future   foreseeable   working  capital
requirements of the Partnership.

The Partnership  expects its future cash flows,  together with its net available
assets at March 31, 2002, to be  sufficient  to meet all  currently  foreseeable
future cash requirements.

Impact of New Accounting Pronouncement

In October 2001, the FASB issued Statement of Financial Accounting Standards No.
144,  "Accounting  for the  Impairment or Disposal of Long-Lived  Assets" ("SFAS
144"), which addresses  accounting and financial reporting for the impairment or
disposal of long-lived assets.  SFAS 144 is effective for fiscal years beginning
after December 15, 2001, and generally, is to be applied prospectively.  We have
not yet  completed  our  evaluation  of the impact of SFAS 144 on our  financial
position or results of operations.

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 sheets of WNC California  Housing Tax
Credits II, L.P. (a California  Limited  Partnership) (the  "Partnership") as of
March 31, 2002 and 2001,  and the related  statements of  operations,  partners'
equity  (deficit)  and cash flows for the years ended March 31,  2002,  2001 and
2000. These financial  statements are the  responsibility  of the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements  based  on  our  audits.  A  significant  portion  of  the  financial
statements of the limited  partnerships  in which the  Partnership  is a limited
partner were audited by other  auditors whose reports have been furnished to us.
As discussed in Note 2 to the financial statements, the Partnership accounts for
its investments in limited  partnerships using the equity method. The portion of
the Partnership's  investment in limited  partnerships audited by other auditors
represented 75% and 71% of the total assets of the Partnership at March 31, 2002
and 2001,  respectively.  Our  opinion,  insofar as it  relates  to the  amounts
included in the financial  statements  for the limited  partnerships  which were
audited by others, is based solely on the reports of the other auditors.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audits to obtain  reasonable  assurance  about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial statement presentation.  We believe that our audits and the reports of
the other auditors provide a reasonable basis for our opinion.

In our opinion,  based on our audits and the reports of the other auditors,  the
financial statements referred to above present fairly, in all material respects,
the  financial  position  of WNC  California  Housing  Tax  Credits  II, L.P. (a
California  Limited  Partnership) as of March 31, 2002 and 2001, and the results
of its  operations  and its cash flows for the years ended March 31, 2002,  2001
and 2000, in conformity with  accounting  principles  generally  accepted in the
United States of America.




                                           /s/  BDO SEIDMAN, LLP

Orange County, California
May 7, 2002

                                       12
<PAGE>


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

                                 BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                   March 31
                                                                         ------------------------------
                                                                             2002             2001
                                                                         -------------    -------------

ASSETS

<S>                                                                    <C>              <C>
Cash and cash equivalents                                              $      257,975   $      281,525
Investments in limited partnerships, net (Notes 2 and 3)                    3,494,236        4,391,885
Due from affiliates (Note 2)                                                    3,646           59,554
                                                                         -------------    -------------

                                                                       $    3,755,857   $    4,732,964
                                                                         =============    =============

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
   Accrued fees and expenses due to General Partner
     and affiliates (Note 3)                                           $    1,631,958   $    1,448,236
                                                                         -------------    -------------

Commitments and contingencies

Partners' equity (deficit):
    General Partner                                                          (144,023)        (132,415)
    Limited Partners (20,000 units authorized; 17,726 units
     issued and outstanding)                                                2,267,922        3,417,143
                                                                         -------------    -------------

      Total partners' equity                                                2,123,899        3,284,728
                                                                         -------------    -------------

                                                                       $    3,755,857   $    4,732,964
                                                                         =============    =============
</TABLE>

                 See accompanying notes to financial statements
                                       13
<PAGE>


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

                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>



                                                                        For the Years Ended
                                                                             March 31
                                                          ------------------------------------------------
                                                              2002             2001              2000
                                                          -------------    -------------     -------------



<S>                                                     <C>              <C>               <C>
Interest income                                         $        7,523   $       16,193    $       16,614
Reporting fees                                                   2,606            1,500             1,500

                                                          -------------    -------------     -------------

   Total income                                                 10,129           17,693            18,114
                                                          -------------    -------------     -------------

Operating expenses:
   Amortization (Notes 2 and 3)                                 53,177           53,228            53,215
   Write-off of advances to limited
      partnership (Note 2)                                      52,894                -                 -
   Asset management fees (Note 3)                              210,084          210,084           210,084
   Other                                                        31,756           26,735            28,295
                                                          -------------    -------------     -------------

    Total operating expenses                                   347,911          290,047           291,594
                                                          -------------    -------------     -------------

Loss from operations                                          (337,782)        (272,354)         (273,480)

Equity in losses of limited
    partnerships (Note 2)                                     (823,047)        (960,469)         (736,997)
                                                          -------------    -------------     -------------

Net loss                                                $   (1,160,829)$     (1,232,823)   $   (1,010,477)
                                                          =============    =============     =============

Net loss allocated to:
   General Partner                                      $      (11,608)$        (12,328)   $      (10,105)
                                                          =============    =============     =============

   Limited Partners                                     $   (1,149,221)$     (1,220,495)   $   (1,000,372)
                                                          =============    =============     =============


Net loss per limited partner unit                       $       (64.83)$         (68.85)   $       (56.44)

                                                          =============    =============     =============

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

                                       14
<PAGE>


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

                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

                For the Years Ended March 31, 2002, 2001 and 2000
<TABLE>
<CAPTION>

                                                               General             Limited             Total
                                                               Partner             Partners
                                                            ---------------     ---------------    ---------------
<S>                                                       <C>                <C>                <C>
Partners' (deficit) equity at March 31, 1999              $       (109,982)  $      5,638,010   $      5,528,028

Net loss                                                           (10,105)        (1,000,372)        (1,010,477)
                                                            ---------------     ---------------    ---------------

Partners' (deficit) equity at March 31, 2000                      (120,087)         4,637,638           4,517,551

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

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

Net loss                                                           (11,608)        (1,149,221)        (1,160,829)
                                                            ---------------     ---------------    ---------------
Partners' (deficit) equity at March 31, 2002              $       (144,023)  $      2,267,922   $      2,123,899
                                                            ===============     ===============    ===============
</TABLE>
                 See accompanying notes to financial statements

                                       15
<PAGE>


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

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>


                                                                             For the Years
                                                                            Ended March 31
                                                           --------------------------------------------------
                                                               2002               2001             2000
                                                           --------------     -------------    --------------

<S>                                                      <C>                <C>              <C>
Cash flows from operating activities:
   Net loss                                              $    (1,160,829)   $   (1,232,823)  $    (1,010,477)
   Adjustments  to  reconcile  net loss
     to
     net cash used in operating
     activities:
     Amortization                                                 53,177            53,228            53,215
     Write-off of advances to limited
      partnership                                                 52,894                 -                 -
     Equity in losses of limited
       partnerships                                              823,047           960,469           736,997
     Change in due from affiliates                                 3,014           (21,014)          (38,540)
     Change in accrued fees and
       expenses due to General Partner
       and affiliates                                            183,722           169,994           200,857
                                                           --------------     -------------    --------------

Net cash used in operating activities                            (44,975)          (70,146)          (57,948)
                                                           --------------     -------------    --------------

Cash flows from investing activities:
   Distributions received from limited
    partnerships                                                  21,425            37,041             7,725
                                                           --------------     -------------    --------------

Net cash provided by investing
   activities                                                     21,425            37,041             7,725
                                                           --------------     -------------    --------------
Net decrease in cash and
  cash equivalents                                               (23,550)          (33,105)          (50,223)

Cash and cash equivalents, beginning
  of period                                                      281,525           314,630           364,853
                                                           --------------     -------------    --------------

Cash and cash equivalents, end of
  period                                                 $       257,975    $      281,525   $       314,630
                                                           ==============     =============    ==============

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

                                       16
<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                For the Years Ended March 31, 2002, 2001 and 2000



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.  Wilfred  N.  Cooper  Sr.,  through  the Cooper
Revocable Trust owns 93.65% of the outstanding  stock of WNC. Wilfred N. Cooper,
Jr., President of WNC, owns 3.01% 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 at $1,000
per Unit  ("Units").  The  offering of Units  concluded in January 1993 at which
time 17,726 Units, representing subscriptions in the amount of $17,726,000,  had
been accepted.  The General  Partner has a 1% interest in operating  profits and
losses,  taxable  income and losses,  cash available for  distribution  from the
Partnership  and tax credits of the  Partnership.  The limited  partners will be
allocated the  remaining  99% of these items in  proportion to their  respective
investments.

After the limited  partners  have received  proceeds from a sale or  refinancing
equal to their capital  contributions and their return on investment (as defined
in the  Partnership  Agreement)  and the General  Partner has received  proceeds
equal  to its  capital  contribution  and a  subordinated  disposition  fee  (as
described in Note 3) from the  remainder,  any  additional  sale or  refinancing
proceeds will be distributed 90% to the limited partners (in proportion to their
respective investments) and 10% to the General Partner.


                                       17
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2002, 2001 and 2000



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

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
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 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  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 on 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).

Equity in losses of limited  partnerships  for the years ended  March 31,  2002,
2001 and 2000 have been  recorded  by the  Partnership  based on nine  months of
reported results provided by the Local Limited  Partnerships and on three months
of results estimated by management of the Partnership. Equity in losses of Local
Limited  Partnerships  allocated to the  Partnership  are not  recognized to the
extent that the investment  balance would be adjusted below zero. As soon as the
investment balance reaches zero,  amortization of the related costs of acquiring
the investment is accelerated to the extent of losses available (see Note 3).


                                       18
<PAGE>




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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2002, 2001 and 2000



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

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

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

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

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

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

The  Partnership   considers  all  highly  liquid   investments  with  remaining
maturities of three months or less when purchased to be cash equivalents.  As of
March 31, 2002 and 2001, the Partnership had no cash equivalents.

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

At March  31,  2002,  the  Partnership  maintained  cash  balances  at a certain
financial institution in excess of the federally insured maximum.

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

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

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

The  Statement of Financial  Accounting  Standards  ("SFAS") No. 130,  Reporting
Comprehensive  Income  established  standards  for the  reporting and display of
comprehensive  income (loss) and its components in a full set of general-purpose
financial statements. The Partnership had no items of other comprehensive income
during the years ended  March 31,  2002,  2001 and 2000,  as defined by SFAS No.
130.

New Accounting Pronouncement
----------------------------

In October 2001, the FASB issued Statement of Financial Accounting Standards No.
144,  "Accounting  for the  Impairment or Disposal of Long-Lived  Assets" ("SFAS
144"), which addresses  accounting and financial reporting for the impairment or
disposal of long-lived assets.  SFAS 144 is effective for fiscal years beginning
after  December 15, 2001,  and generally,  is to be applied  prospectively.  The
Partnership  has not yet completed  its  evaluation of the impact of SFAS 144 on
its financial position or results of operations.

                                       19
<PAGE>




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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2002, 2001 and 2000



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

As of the periods  presented,  the Partnership has acquired limited  partnership
interests in fifteen Local Limited  Partnerships  each of which owns one Housing
Complex  consisting  of an  aggregate of 786  apartment  units.  The  respective
general  partners  of the  Local  Limited  Partnerships  manage  the  day to day
operations  of the entities.  Significant  Local  Limited  Partnership  business
decisions require approval from the Partnership.  The Partnership,  as a limited
partner,  is  generally  entitled  to 99%,  as  specified  in the Local  Limited
Partnership agreements,  of the operating profits and losses, taxable income and
losses and tax credits of the Limited Partnerships.

The  Partnership's  investments  in Local Limited  Partnerships  as shown in the
balance  sheets  at March 31,  2002 and 2001 are  approximately  $2,787,000  and
$2,279,000, respectively, greater than the Partnership's equity at the preceding
December  31 as shown in the  Local  Limited  Partnerships'  combined  financial
statements  presented  below.  This  difference  is primarily  due to unrecorded
losses,  as discussed below, and acquisition,  selection and other costs related
to the  acquisition  of the  investments  which  have  been  capitalized  in the
Partnership's  investment  account.  The Partnership's  investment is also lower
than  the  Partnership's  equity  as shown in the  Local  Limited  Partnership's
combined  financial  statements  due to the  estimated  losses  recorded  by the
Partnership for the three month period ended March 31.

Equity  in  losses  of the  Local  Limited  Partnerships  is  recognized  in the
financial  statements until the related  investment account is reduced to a zero
balance. Losses incurred after the investment account is reduced to zero are not
recognized. If the Local Limited Partnerships report net income in future years,
the  Partnership  will resume applying the equity method only after its share of
such net  income  equals  the share of net  losses  not  recognized  during  the
period(s) the equity method was suspended.

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

At March 31, 2002 and 2001,  the  investment  accounts in certain  Local Limited
Partnerships  have  reached  a zero  balance.  Consequently,  a  portion  of the
Partnership's  estimate  of its share of losses  for the years  ended  March 31,
2002, 2001 and 2000, amounting to $607,162, $443,391 and $556,141, respectively,
have not been  recognized.  As of March 31,  2002,  the  aggregate  share of net
losses not recognized by the Partnership amounted to $2,207,321.

Following is a summary of the equity method activity of the investments in Local
Limited Partnerships for the periods presented:
<TABLE>
<CAPTION>
                                                                          For the Years Ended
                                                                               March 31
                                                          ----------------------------------------------------
                                                               2002              2001               2000
                                                          ---------------   ---------------    ---------------
<S>                                                     <C>               <C>                <C>
Investments per balance sheet, beginning of period      $      4,391,885  $      5,442,623   $      6,240,560
Distributions received from limited partnerships                 (21,425)          (37,041)            (7,725)
Equity in losses of limited partnerships                        (823,047)         (960,469)          (736,997)
Amortization  of  capitalized  acquisition  fees  and
costs                                                            (53,177)          (53,228)           (53,215)
                                                          ---------------   ---------------    ---------------
Investments per balance sheet, end of period            $      3,494,236  $      4,391,885   $      5,442,623
                                                          ===============   ===============    ===============
</TABLE>

                                       20
<PAGE>



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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2002, 2001 and 2000



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

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

                        COMBINED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                     2001               2000
                                                                                ---------------    ---------------

<S>                                                                           <C>                <C>
ASSETS

Buildings and improvements,(net of accumulated
   depreciation for 2001 and 2000 of $11,591,000 and
   $10,331,000, respectively)                                                 $     27,827,000   $     28,951,000
Land                                                                                 2,465,000          2,465,000
Other assets                                                                         2,871,000          2,895,000
                                                                                ---------------    ---------------

                                                                              $     33,163,000   $     34,311,000
                                                                                ===============    ===============

LIABILITIES

Mortgage and construction loans payable                                       $     28,201,000   $     28,298,000
Due to related parties                                                                 825,000            757,000
Other liabilities                                                                    3,320,000          2,944,000
                                                                                ---------------    ---------------

                                                                                    32,346,000         31,999,000
                                                                                ---------------    ---------------

PARTNERS' EQUITY

WNC California Housing Tax Credits II, L.P.                                            707,000          2,113,000
Other partners                                                                         110,000            199,000
                                                                                ---------------    ---------------

                                                                                       817,000          2,312,000
                                                                                ---------------    ---------------

                                                                              $     33,163,000   $     34,311,000
                                                                                ===============    ===============
</TABLE>

                                       21

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2002, 2001 and 2000


NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued
-------------------------------------------------------
                   COMBINED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                 2001                2000               1999
                                                            ---------------     ---------------    ---------------
<S>                                                       <C>                 <C>                <C>
Revenues
                                                          $      3,282,000    $      3,194,000   $      3,077,000
                                                            ---------------     ---------------    ---------------

Expenses:
  Operating expenses                                             2,515,000           2,210,000          2,252,000
  Interest expense                                                 909,000             907,000            924,000
  Depreciation and amortization                                  1,292,000           1,293,000          1,286,000
                                                            ---------------     ---------------    ---------------

   Total expenses                                                4,716,000           4,410,000          4,462,000
                                                            ---------------     ---------------    ---------------

Net loss                                                  $     (1,434,000)   $     (1,216,000)  $     (1,385,000)
                                                            ===============     ===============    ===============

Net loss allocable to the Partnership                     $     (1,385,000)   $     (1,156,000)  $     (1,310,000)
                                                            ===============     ===============    ===============

Net loss recorded by the Partnership                      $       (823,000)   $       (960,000)  $       (737,000)
                                                            ===============     ===============    ===============
</TABLE>
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,  and the loss and recapture of the
related tax credits could occur.

The report of the independent  certified public  accountants with respect to the
financial  statements of one Local  Limited  Partnership  expressed  substantial
doubt as to the Local  Limited  Partnerships'  ability  to  continue  as a going
concern.  The  Partnership  had no remaining  investment  in such Local  Limited
Partnership at March 31, 2002 and 2001, respectively. The Partnership's original
investment in the Local Limited  Partnership  approximated  $1,278,000.  Through
December 31, 2001, the Local Limited  Partnership  has had recurring  losses and
working  capital  deficiencies.  In the event the Local Limited  Partnership  is
required  to  liquidate  or  sell  its  property,  the  net  proceeds  could  be
significantly less than the carrying value of such property.  As of December 31,
2001 and 2000,  the net carrying value of such property on the books and records
of  the  Local  Limited   Partnership   totaled   $2,155,000   and   $2,267,000,
respectively.

The  Partnership  had  advanced  approximately  $60,000 to three  Local  Limited
Partnerships as of March 31, 2001 to cover operating cash deficiencies, which is
presented as Due from Affiliates in the accompanying 2001 balance sheet.  During
the year ended March 31, 2002,  the  Partnership  fully  reserved  approximately
$53,000 and collected  approximately  $3,000 of such  advances, resulting in the
remaining balance of approximately $4,000 as of March 31, 2002.

NOTE 3 - RELATED PARTY TRANSACTIONS

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

     Acquisition  fees equal to 9% of the gross  proceeds from the sale of Units
     as compensation for services rendered in connection with the acquisition of
     Local  Limited  Partnerships.  At the  end of all  periods  presented,  the
     Partnership   incurred   acquisition   fees  of   $1,595,340.   Accumulated
     amortization  of these  capitalized  costs was  $911,226 and $755,966 as of
     March 31,  2002 and 2001,  respectively.  Of the  accumulated  amortization
     recorded on the balance sheet at March 31, 2001, $286,112 of the related




                                       22
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2002, 2001 and 2000


NOTE 3 - RELATED PARTY TRANSACTIONS, continued
----------------------------------------------

     expense was  reflected as equity in losses of limited  partnerships  on the
     statement of operations  during the fourth  quarter of the year ended March
     31,  2001 to  reduce  the  respective  net  acquisition  fee  component  of
     investments in Local Limited  Partnerships  to zero for those Local Limited
     Partnerships which would otherwise be below a zero balance. During the year
     ended March 31, 2002, an additional  $102,083 was recognized under the same
     methodology.

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

     An annual  management fee equal to 0.5% of the invested assets of the Local
     Limited  Partnerships,  including the Partnership's  allocable share of the
     mortgages.  Management  fees of $210,084 were  incurred  during each of the
     years ended March 31, 2002,  2001 and 2000, of which  $28,750,  $40,000 and
     $10,000 were paid during the years then ended, respectively.

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

     An affiliate of the General Partner provides management services for two of
     the  properties in the Local  Limited  Partnerships.  Management  fees were
     earned by the  affiliate in the amount of $24,764,  $25,391 and $26,186 for
     the years ended March 31, 2002, 2001 and 2000, respectively.

The accrued fees and expenses due to General Partner and affiliates consist of
the following:
<TABLE>
<CAPTION>
                                                                                    March 31
                                                                         --------------------------------

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

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

Accrued asset management fees                                                1,629,570         1,448,236
                                                                         --------------    --------------

Total                                                                  $     1,631,958   $     1,448,236
                                                                         ==============    ==============
</TABLE>

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

                                       23

<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2002, 2001 and 2000


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

The following is a summary of the quarterly operations for the years ended March
31, 2002 and 2001:
<TABLE>
<CAPTION>
                                           June 30           September 30       December 31           March 31
                                        ---------------     ---------------    ---------------     ---------------

               2002
               ----

<S>                                   <C>                 <C>               <C>                <C>
Income                                $          3,000    $         2,000   $         1,000    $         4,000

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

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

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

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

Loss per limited partner unit                      (12)               (15)              (13)               (25)

               2001
               ----

Income                                $          4,000    $         4,000   $         4,000    $         5,000

Operating expenses                             (71,000)           (78,000)          (70,000)           (71,000)

Equity in losses of limited
     partnerships                             (183,000)          (183,000)         (183,000)          (411,000)

Net loss                                      (250,000)          (257,000)         (249,000)          (477,000)

Loss available to limited partners            (248,000)          (254,000)         (246,000)          (472,000)

Loss per limited partner unit                      (14)               (14)              (14)               (27)
</TABLE>


                                       24
<PAGE>





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

NOT APPLICABLE

PART III.

Item 10.  Directors and Executive Officers of the Registrant

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,  David N. Shafer,  Wilfred N.  Cooper,  Jr. and Kay L.
Cooper.  The  principal  shareholder  of  WNC  &  Associates,  Inc.  is a  trust
established by Wilfred N. Cooper, Sr.

Wilfred N.  Cooper,  Sr.,  age 71, is the  founder,  Chairman,  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  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.

Wilfred N.  Cooper,  Jr.,  age 39, is  President,  Chief  Operating  Officer,  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 50, is  Executive  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.

Thomas J. Riha, age 47, became Chief Financial  Officer  effective January 2001.
Prior to his  appointment  as Chief  Financial  Officer he was 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.


                                       25
<PAGE>



Sy P. Garban,  age 56, 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  of 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.

Michael J. Gaber,  age 36, is Vice President - Acquisitions  and a member of the
Acquisitions Committee of WNC & Associates,  Inc. Mr. Gaber has been involved in
real estate acquisition,  valuation and investment activities since 1989 and has
been employed with WNC since 1997.  Prior to joining WNC & Associates,  Inc., he
was involved in the valuation and classification of major assets,  restructuring
of debt and analysis of real estate taxes with the H.F. Ahmanson company, parent
to Home  Savings of America.  Mr.  Gaber  graduated  from the  California  State
University,  Fullerton  in 1991 with a Bachelor  of Science  degree in  Business
Administration - Finance.

David Turek, age 47, 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 65, 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., and the mother of Wilfred N. Cooper, Jr. Ms. Cooper graduated from
the University of Southern California in 1958 with a Bachelor of Science degree.

                                       26

<PAGE>


Item 11.  Executive Compensation

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

(a)  Annual Asset  Management  Fee. An annual asset  management fee in an amount
     equal  to 0.5% of the  Invested  Assets  of the  Partnership,  as  defined.
     "Invested  Assets" means the sum of the  Partnership's  Investment in Local
     Limited Partnership Interests and the Partnership's  allocable share of the
     amount of the  mortgage  loans on and other  debts  related to, the Housing
     Complexes owned by such Local Limited  Partnerships.  Fees of $210,084 were
     incurred  during each of the years ended March 31, 2002, 2001 and 2000. The
     Partnership  paid the General Partner or its affiliates,  $28,750,  $40,000
     and $10,000 of those fees during the years then ended, respectively.

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

(c)  Operating  Expense.  The Partnership  reimbursed the General Partner or its
     affiliates for operating  expenses of  approximately  $28,500,  $23,500 and
     $16,000,   during  the  years  ended  March  31,   2002,   2001  and  2000,
     respectively.

(d)  Interest  in  Partnership.   The  General   Partners   receive  1%  of  the
     Partnership's  allocated Low Income Tax Housing Credits, which approximated
     $20,000,  $21,000 and  $21,000 for the General  Partner for the years ended
     December 31, 2001, 2000 and 1999,  respectively.  The General  Partners are
     also  entitled  to  receive  1%  of  cash  distributions.   There  were  no
     distributions  of cash to the General Partners during the years ended March
     31, 2002, 2001 and 2000.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

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

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

(b)      Security Ownership of Management
         --------------------------------

         Neither the General Partner, 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.

                                       27

<PAGE>


         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
         Balance Sheets, as of March 31, 2002 and 2001
         Statements of Operations for the years ended March 31, 2002, 2001
          and 2000
         Statements of Partners'  Equity (Deficit)for the years ended
          March 31, 2002,  2001 and 2000
         Statements  of Cash Flows  for the  years  ended  March 31,  2002,
          2001 and 2000
         Notes to Financial Statements

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

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

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

         None

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

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

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

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

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

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

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

10.6     Amended  and  Restated  Agreement  of Limited  Partnership  of 601 Main
         Street  Investors dated December 22, 1991 filed as exhibit 10.6 to Form
         10-K dated December 31, 1992 is hereby incorporated herein by reference
         as exhibit 10.6.

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

                                       29
<PAGE>




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

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

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

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

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

10.13    Amended and Restated Agreement of Limited Partnership of Jacob's Square
         dated January 2, 1992 filed as exhibit 10.1 to Form 10-K dated December
         31, 1993 is hereby incorporated herein by reference as exhibit 10.13.

10.14    Amended and Restated Limited Partnership Agreement of Nevada Meadows, A
         California Limited Partnership as exhibit 10.2 to Form 10-K dated
         December 31, 1993 is hereby incorporated herein by reference as exhibit
         10.14.

21.1     Financial  Statements  of Mecca  Apartments  II,  for the  years  ended
         December 31, 2000 and 1999 together with  Independent  Auditors' Report
         thereon;  filed as exhibit  21.1 on Form 10-K dated  March 31,  2001 is
         hereby  incorporated  as exhibit 21.1; a significant  subsidiary of the
         Partnership.

21.2     Financial  Statements  of Mecca  Apartments  II,  for the  years  ended
         December 31, 2001 and 2000 together with  Independent  Auditors' Report
         thereon; a significant subsidiary of the Partnership.

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

                                       30
<PAGE>


 Report of Independent Certified Public Accountants on Financial Statement
  Schedules




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


The audits  referred  to in our report  dated May 7, 2002  relating to the 2002,
2001 and 2000  financial  statements of WNC  California  Housing Tax Credits II,
L.P.  (the  "Partnership"),  which are  contained  in Item 8 of this Form  10-K,
included  the audits of the  accompanying  financial  statement  schedules.  The
financial  statement  schedules  are  the  responsibility  of the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statement schedules based upon our audits.

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



                                                /s/  BDO SEIDMAN, LLP


Orange County, California
May 7, 2002

                                       31
<PAGE>




WNC California Housing Tax Credits II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2002
<TABLE>
<CAPTION>
                                                               ----------------------------------  ---------------------------------
                                                                     As of March 31, 2002                  As of December 31, 2001
                                                               ----------------------------------  ---------------------------------
                                           Total Investment   Amount of    Encumbrances
                                           in Local Limited   Investment  of Local Limited  Property and    Accumulated     Net Book
          Partnership Name      Location    Partnerships      Paid to Date  Partnerships    Equipment       Depreciation       Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>           <C>              <C>           <C>            <C>           <C>            <C>
601 Main Street                 Stockton,
Investors                       California    $ 1,656,000      $ 1,656,000   $ 3,967,000    $ 5,562,000   $ 1,889,000    $ 3,673,000

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

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

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

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

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

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

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

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

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


                                       32
<PAGE>


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

                                                               ----------------------------------  ---------------------------------
                                                                     As of March 31, 2002                  As of December 31, 2001
                                                               ----------------------------------  ---------------------------------
                                           Total Investment   Amount of    Encumbrances
                                           in Local Limited   Investment  of Local Limited  Property and    Accumulated     Net Book
          Partnership Name      Location    Partnerships      Paid to Date  Partnerships    Equipment       Depreciation       Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>           <C>              <C>           <C>            <C>           <C>            <C>

Silver Birch                    Huron,
Associates                      California        378,000          378,000     1,334,000      1,714,000       549,000      1,165,000

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

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

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

Yucca-Warren                    Joshua Tree,
Vista Associates                California        520,000          520,000     2,150,000      2,535,000       568,000      1,967,000
                                              --------------   ------------  -----------    ------------  ------------   -----------
                                              $12,914,000      $12,914,000   $28,201,000    $41,883,000   $11,591,000    $30,292,000
                                              ==============   ============  ===========    ============  ============   ===========
</TABLE>



                                       33
<PAGE>






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

<TABLE>
<CAPTION>

                                   ------------------------------------------------------------------------
                                                      For the year ended December 31, 2001
                                   ------------------------------------------------------------------------
                                                                          Year                     Estimated
                                                                      Investment                  Useful Life
     Partnership Name                 Rental Income       Net Loss      Acquired       Status        (Years)
-----------------------------------------------------------------------------------------------------------
<S>                                      <C>          <C>                  <C>      <C>              <C>

601 Main Street Investors                $ 458,000    $ (314,000)          1991     Completed          39

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       34

<PAGE>



WNC California Housing Tax Credits II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001
<TABLE>
<CAPTION>
                                                               ----------------------------------  ---------------------------------
                                                                     As of March 31, 2001                  As of December 31, 2000
                                                               ----------------------------------  ---------------------------------
                                           Total Investment   Amount of    Encumbrances
                                           in Local Limited   Investment  of Local Limited  Property and    Accumulated     Net Book
          Partnership Name      Location    Partnerships      Paid to Date  Partnerships    Equipment       Depreciation       Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>           <C>              <C>           <C>            <C>           <C>            <C>
601 Main Street                 Stockton,
Investors                       California    $ 1,656,000      $ 1,656,000   $ 3,984,000    $ 5,559,000   $ 1,693,000    $ 3,866,000

ADI Development                 Delhi,
Partners                        California        699,000          699,000     1,214,000      1,904,000       473,000      1,467,000

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

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

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

Mecca                           Mecca,
Apartments II                   California      2,200,000        2,200,000     2,498,000      4,361,000       669,000      3,692,000

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

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

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

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


                                       35
<PAGE>


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

                                                               ----------------------------------  ---------------------------------
                                                                     As of March 31, 2001                  As of December 31, 2000
                                                               ----------------------------------  ---------------------------------
                                           Total Investment   Amount of    Encumbrances
                                           in Local Limited   Investment  of Local Limited  Property and    Accumulated     Net Book
          Partnership Name      Location    Partnerships      Paid to Date  Partnerships    Equipment       Depreciation       Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>           <C>              <C>           <C>            <C>           <C>            <C>

Silver Birch                    Huron,
Associates                      California        378,000          378,000     1,339,000      1,714,000       491,000      1,223,000

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

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

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

Yucca-Warren                    Joshua Tree,
Vista Associates                California        520,000          520,000     2,156,000      2,529,000       518,000      2,011,000
                                              --------------   ------------  -----------    ------------  ------------   -----------
                                              $12,914,000      $12,914,000   $28,298,000    $41,748,000   $10,331,000    $31,417,000
                                              ==============   ============  ===========    ============  ============   ===========
</TABLE>



                                       36
<PAGE>





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

<TABLE>
<CAPTION>

                                   ------------------------------------------------------------------------
                                                      For the year ended December 31, 2000
                                   ------------------------------------------------------------------------
                                                                          Year                     Estimated
                                                                        Investment                 Useful Life
     Partnership Name                 Rental Income  Net Income(Loss)     Acquired   Status         (Years)
-----------------------------------------------------------------------------------------------------------
<S>                                      <C>          <C>                  <C>      <C>              <C>

601 Main Street Investors                $ 388,000    $ (328,000)          1991     Completed          39

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       37

<PAGE>



WNC California Housing Tax Credits II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000
<TABLE>
<CAPTION>
                                                               ----------------------------------  ---------------------------------
                                                                     As of March 31, 2000                  As of December 31, 1999
                                                               ----------------------------------  ---------------------------------
                                           Total Investment   Amount of    Encumbrances
                                           in Local Limited   Investment  of Local Limited  Property and    Accumulated     Net Book
          Partnership Name      Location    Partnerships      Paid to Date  Partnerships    Equipment       Depreciation       Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>           <C>              <C>           <C>            <C>           <C>            <C>
601 Main Street                 Stockton,
Investors                       California    $ 1,656,000      $ 1,656,000   $ 3,997,000    $ 5,553,000   $ 1,496,000    $ 4,057,000

ADI Development                 Delhi,
Partners                        California        699,000          699,000     1,220,000      1,904,000       392,000      1,512,000

Bayless Garden                  Red Bluff,
Apartments Investors            California      1,110,000        1,110,000     1,284,000      2,570,000       754,000      1,816,000

Blackberry Oaks,                Lodi,
Ltd                             California        463,000          463,000     1,930,000      2,430,000       403,000      2,027,000

Jacob's                         Exeter,
Square                          California      1,324,000        1,324,000     1,586,000      2,860,000       597,000      2,263,000

Mecca                           Mecca,
Apartments II                   California      2,200,000        2,200,000     2,512,000      4,361,000       553,000      3,808,000

Nevada                          Grass Valley,
Meadows                         California        459,000          459,000     1,778,000      2,599,000       354,000      2,245,000

Northwest Tulare                Ivanhoe,
Associates                      California      1,226,000        1,226,000     1,933,000      2,959,000      856,000       2,103,000

Orland                          Orland,
Associates                      California        432,000          432,000     1,714,000      2,250,000       425,000      1,825,000

Pine Gate Limited               Ahoskie,
Partnership                     California        272,000          272,000     1,452,000      1,803,000       243,000      1,560,000
</TABLE>


                                       38
<PAGE>

WWNC California Housing Tax Credits II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000
<TABLE>
<CAPTION>

                                                               ----------------------------------  ---------------------------------
                                                                     As of March 31, 2000                  As of December 31, 1999
                                                               ----------------------------------  ---------------------------------
                                           Total Investment   Amount of    Encumbrances
                                           in Local Limited   Investment  of Local Limited  Property and    Accumulated     Net Book
          Partnership Name      Location    Partnerships      Paid to Date  Partnerships    Equipment       Depreciation       Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>           <C>              <C>           <C>            <C>           <C>            <C>

Silver Birch                    Huron,
Associates                      California        378,000          378,000     1,343,000      1,714,000       431,000      1,283,000

Twin Pines Apartments           Groveland,
Associates                      California      1,278,000        1,278,000     1,788,000      3,316,000       938,000      2,378,000

Ukiah                           Ukiah,
Terrace                         California        349,000          349,000     1,775,000      2,301,000       673,000      1,628,000

Woodlake Garden                 Woodlake,
Apartments                      California        548,000          548,000     1,936,000      2,458,000       481,000      1,977,000

Yucca-Warren                    Joshua Tree,
Vista Associates                California        520,000          520,000     2,162,000      2,514,000       469,000      2,045,000
                                              --------------   ------------  -----------    ------------  ------------   -----------
                                              $12,914,000      $12,914,000   $28,410,000    $41,592,000   $ 9,065,000    $32,527,000
                                              ==============   ============  ===========    ============  ============   ===========
</TABLE>



                                       39
<PAGE>




WNC California Housing Tax Credits II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000

<TABLE>
<CAPTION>

                                   ------------------------------------------------------------------------
                                                      For the year ended December 31, 1999
                                   ------------------------------------------------------------------------
                                                                          Year                     Estimated
                                                                        Investment                 Useful Life
     Partnership Name                 Rental Income  Net Income(Loss)   Acquired    Status         (Years)
-----------------------------------------------------------------------------------------------------------
<S>                                      <C>          <C>                  <C>      <C>              <C>

601 Main Street Investors                $ 360,000    $ (351,000)          1991     Completed          39

ADI Development Partners                   121,000       (56,000)          1991     Completed          40

Bayless Garden Apartments Investors        163,000      (124,000)          1992     Completed        27.5

Blackberry Oaks, Ltd.                      214,000       (19,000)          1992     Completed          40

Jacob's Square                             186,000      (109,000)          1993     Completed        27.5

Mecca Apartments II                        261,000      (158,000)          1993     Completed          40

Nevada Meadows                             195,000       (37,000)          1993     Completed          40

Northwest Tulare Associates                171,000      (123,000)          1991     Completed        27.5

Orland Associates                          202,000       (11,000)          1991     Completed          40

Pine Gate Limited Partnership              226,000         8,000           1994     Completed          50

Silver Birch Associates                    134,000       (29,000)          1992     Completed        27.5

Twin Pines Apartments Associates            99,000      (236,000)          1991     Completed        27.5

Ukiah Terrace                              184,000       (56,000)          1991     Completed        27.5

Woodlake Garden Apartments                 182,000       (59,000)          1991     Completed          40

Yucca-Warren Vista Associates, Ltd.        223,000       (25,000)          1991     Completed          50
                                        ----------   ------------
                                        $2,921,000   $(1,385,000)
                                        ==========   ============
</TABLE>

                                       40

<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/ Wilfred N. Cooper, Jr.
     --------------------------
Wilfred N. Cooper, Jr., President
Chief Operating Officer of WNC & Associates, Inc.

Date: May 31, 2002


By:  /s/ Thomas J. Riha
     ------------------
Thomas J. Riha, Vice-President
Chief Financial Officer of WNC & Associates, Inc.

Date: May 31, 2002

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: May 31, 2002


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

Date: May 31, 2002

                                       41
<PAGE>


Exhibit
Number       Exhibit Description

EX-21.2      Financial  Statements of Mecca  Apartments  II, for the years ended
             December  31,  2001 and 2000  together  with  Independent  Auditors
             Report  thereon;  a significant  equity  account  investment of the
             Partnership.









                                       42
<PAGE>







                               MECCA APARTMENTS II



                        Audit of the Financial Statements
                      For the Year ended December 31, 2001









<PAGE>



                                                               February 25, 2002

To the Partners of
       Mecca Apartments II

                          Independent Auditor's Report

We have audited the  accompanying  balance sheets of Mecca  Apartments II, as of
December 31, 2001, and 2000, and the related statements of income and changes in
partners'  capital  and cash flows for the years  then  ended.  These  financial
statements   are  the   responsibility   of  the   project's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with generally  accepted auditing standards
and  Government  Auditing  Standards  issued by the  Comptroller  General of the
United  States.  Those  standards  require that we plan and perform the audit to
obtain reasonable  assurance about whether the financial  statements are free of
material  misstatement 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  provides a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Mecca  Apartments  II, as of
December  31, 2001,  and 2000,  and the results of its  operations  and its cash
flows for the years then ended in conformity with generally accepted  accounting
principles.

Our audit was  conducted  for the  purposes  of  forming an opinion on the basic
financial  statements taken as a whole. The supporting  information  included in
the report are presented  for the purposes of additional  analysis and are not a
required part of the basic  financial  statements.  Such  information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements  and, in our opinion,  is fairly  stated in all material  respects in
relation to the financial statements taken as a whole.

                                                  /S/  ROBERT G. CLAPHAM
                                                     ACCOUNTANCY CORPORATION

                                                     By________________________
                                                            President



<PAGE>


                               Mecca Apartments II

                                 BALANCE SHEETS

                         At December 31, 2001, and 2000
<TABLE>
<CAPTION>


                Assets                                2001                             2000
                ------                                ----                             ----

<S>                                               <C>         <C>               <C>          <C>
Cash    - on hand                                 $    100                            100
        - revenue accounts                         111,886    111,986             135,914    136,014
                                                  ---------                       -------
Accounts receivable
        - tenants                                               1,748                          6,272

Prepaid expenses and deposits                                   4,187                          4,007

Deposits for taxes and insurance                                9,690                          9,247
Tenants' security deposits                                     23,999                         24,446
                                                               ------                         -------
                Total current assets                          151,610                        179,986


Replacement reserve                                            85,757                         80,761
Operating reserve                                              97,257                         87,691


Land                                               259,698                        259,698
Buildings and improvements                       3,961,851                      3,961,851
Furniture and equipment                            139,749                        139,749
                                                 ----------                       --------
                                                 4,361,298                      4,361,298
Less accumulated depreciation                      785,412  3,575,886             669,164  3,692,134
                                                 ---------                        --------

Deferred financing costs                                      163,074                        177,179
                                                           ----------                      ---------
                                                           $4,073,584                      4,217,751
                                                           ==========                      =========
</TABLE>

                   The accompanying notes are an integral part
                           of the financial statements


<PAGE>



<TABLE>
<CAPTION>



                   Liabilities                        2001                             2000
                   -----------                        ----                             ----
<S>                                              <C>  <C>                       <C>        <C>
Accounts payable,  trade                              $         6,607                          7,207
Accrued interest                                                5,419                          5,328
Tenants' security deposits                                     23,495                         23,438
Prepaid rent                                                    2,594                          1,396
Portion of notes payable
           due within one year                                  6,558                          7,341
                                                               -------                       --------
                 Total current liabilities                     44,673                         44,710



Notes payable, secured by real property          2,504,298                      2,505,729
Less current portion due within one year             6,558  2,497,740               7,341  2,498,388
                                                 ---------                        -------
Deferred interest                                             451,687                        379,750


Partners' capital                                           1,079,484                      1,294,903
                                                           ------------                   -----------
                                                           $4,073,584                      4,217,751
                                                           ============                   ============
</TABLE>







<PAGE>

                               Mecca Apartments II

                               STATEMENT OF INCOME

                 For the Years ended December 31, 2001, and 2000
<TABLE>
<CAPTION>


                                                      2001                             2000
                                                      ----                             ----
<S>                                               <C>         <C>                 <C>        <C>
        Tenants' rent, gross potential            $263,784                        263,784
        Less vacancy loss                            2,561    261,223                 610    263,174
                        -                            -----    -------                 ---    -------

        Laundry concession                           9,959                         10,601
        Interest income                              8,293                         10,948
        Other income                                 2,798     21,050               3,617     24,716
                                                     -----     ------               -----     -------
                                                              282,273                        287,890
                                                              -------                        -------

        Administrative
            Salaries                                23,048                         22,171
            Office expenses                          4,679                          3,413
            Management fee                          13,603                         14,080
            Telephone                                1,615                          1,715
            Legal                                      100                              -
            Auditing                                 6,300                          5,800
            Bad debts                                1,955                             78
            Other                                    3,880     55,180               5,480     52,737
                                                     -----     ------               -----     ------
        Utilities
            Electricity                              7,187                          6,119
            Water and sewer                         11,269                         11,044
            Gas                                      2,431     20,887               1,989     19,152
                                                     -----     ------               -----     ------
        Operating and Maintenance
            Exterminating                            1,401                          1,434
            Rubbish                                 10,361                          9,736
            Grounds                                 12,261                         12,454
            Materials and supplies                  31,716                         10,299
            Repairs contract and payroll            23,067                         18,174
            Painting and decorating                  2,613     81,419               7,591     59,688
                                                    ------                         -------
        Depreciation                                          116,249                        116,355

</TABLE>






                   The accompanying notes are an integral part
                           of the financial statements

<PAGE>





<TABLE>
<CAPTION>

                                                      2001                             2000
                                                      ----                             ----

<S>                                                 <C>     <C>                    <C>     <C>
        Taxes and Insurance
            Real property taxes                     15,440                         14,263
            Other taxes                              4,337                          3,944
            Insurance                               15,725     35,502              13,119     31,326
                                                    ------                         ------
        Interest                                              141,646                        136,157

        Amortization                                           14,105                         14,105
                                                               ------                         ------
                                                              464,988                        429,520
                                                              -------                        -------
        Net operating loss for the year                      (182,715)                      (141,630)
        Partners' fees                                         15,000                         35,000
                                                               ------                         ------
        Net (loss) for the year                             $(197,715)                     $(176,630)
                                                            ==========                     ==========
</TABLE>















<PAGE>


                               Mecca Apartments II


                         STATEMENT OF CHANGES IN CAPITAL

                 For the Years ended December 31, 2001, and 2000


<TABLE>
<CAPTION>







<S>                                                                             <C>
                  Capital, December 31, 1999                                     1,472,009

                  Net loss for the year ended
                           December 31, 2000                                      (176,630)

                  Distributions                                                        476
                                                                                ----------
                  Capital, December 31, 2000                                     1,294,903

                  Net loss for the year ended
                           December 31, 2001                                      (197,715)

                  Distributions                                                     17,704
                                                                                ----------
                  Capital, December 31, 2001                                    $1,079,484
                                                                                ==========
</TABLE>













                   The accompanying notes are an integral part
                           of the financial statements
<PAGE>






                               Mecca Apartments II

                             STATEMENT OF CASH FLOWS

                 For the Years ended December 31, 2001, and 2000
<TABLE>
<CAPTION>


                                                      2001                             2000
                                                      ----                             ----
<S>                                                <C>      <C>                  <C>         <C>
Cash Flows provided by (Used for)
Operating Activities
       Cash collected from tenants
           and concessionaires                     $272,270                       264,401
       Cash paid to suppliers and employees        (201,362)                     (200,499)
       Interest paid - mortgage                     (69,536)                      (64,271)
       Interest collected                             8,293                        10,948
       Withdrawals from (deposits to)
            restricted cash, net                          4                        (1,181)
                                                      -------                   -----------
       Net cash flows provided by (used
           for) operating activities                            9,669                          9,398
Cash Flows Provided by (Used for)
Financing Activities
       Payments on loans                             (1,431)                       (6,694)
       Distributions                                (17,704)                         (476)
       Net cash flows provided by (used             ---------                   -----------
           for) financing activities                          (19,135)                        (7,170)
Cash Flows Provided by (Used for)
Investing Activities
       Deposits to restricted cash                  (14,562)                      (25,811)
       Net cash flows provided by (used             --------                    -----------
           for) investing activities                          (14,562)                       (25,811)
                                                              --------                       --------
Increase (decrease) in cash                                   (24,028)                       (23,583)
Unrestricted cash, beginning of year                          136,014                        159,597
                                                            ----------                      ---------
Unrestricted cash, end of year                              $ 111,986                        136,014
                                                            ==========                      ==========
</TABLE>





                   The accompanying notes are an integral part
                           of the financial statements
<PAGE>



<TABLE>
<CAPTION>




                                                      2001                              2000
                                                      ----                              ----
<S>                                               <C>          <C>                <C>             <C>
Reconciliation of Net Income with Cash
Provided by (Used for) Operating Activities

         Net income (loss) for the year           $(197,715)                      (176,630)
         Add depreciation and amortization          130,353                        130,460
         Deferred interest                           71,937                         71,937
         Deferred income                                  -    4,575                (1,500)       24,267
                                                     -------                       --------

         (Increase) decrease in assets:
              Accounts receivable                     4,524                         (5,752)
              Prepaid expenses and deposits            (180)                          (847)
              Restricted cash                             4                         (1,181)


         Increase (decrease) in liabilities:
              Accounts payable and
                  accrued lia                          (509)                        (6,982)
              Other liabilities                       1,255    5,094                  (107)      (14,869)
                                                      ------   ------                -------    ---------
Cash flows provided by (used for) operating activities       $ 9,669                               9,398
                                                            =========                           =========
</TABLE>












<PAGE>






                               Mecca Apartments II
                               -------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

                                December 31, 2001
                                -----------------




Note 1.  Organization
------   -------------

       The partnership was organized to develop and operate low-income housing
in the  City of  Mecca,  California.  The  property  included  in the  financial
statements  consists of sixty units of rental housing placed in service in 1995.
The  partnership  has entered into an agreement with the State of California Tax
Credit  Allowance  Committee;  under the terms of which the partnership  will be
allocated federal low-income housing credits which will be passed through to the
partners for the ten year period following initial occupancy of the housing. The
credits are to be 8.72% of the eligible basis up to a maximum credit of $387,873
per year.  Agreements  with the Tax Credit  Allocation  Committee and the lender
place  substantial  restrictions  on the  use  and  operation  of  the  housing,
including  restrictions on rents,  expenditures and withdrawals and requirements
that various restricted cash deposits be maintained.

Note 2.  Accounting  Principles
-------  -----------------------
       The  partnership  uses the accrual  basis,  in that income is recorded as
earned and expenses as they are incurred.

       Income from rents is recorded at the gross potential amount,  with losses
due to  vacancy  of bad  debts  shown  as  reductions  of  income  and  free  or
reduced-rate occupancy by on-site employees is shown as an expense.  Losses from
bad debts are  recorded at the time a tenant  vacates a unit owing more than the
amount of the security  deposit.

       Expenses incurred that expire over a period oftime are pro-rated over the
time period.

       Property  and  equipment is recorded at cost;depreciation is provided
using the straight-line  method over estimated lives of
40 years for the building and 5 to 7 years for furnishings.  Repairs and routine
replacement of assets will be recorded as a current expense.  Major  renovations
or  replacements  of a  significant  part of a group of assets are  recorded  as
additions to property and disposal of the assets being replaced.



<PAGE>




        Estimates are used to determine amounts in financial statements.  Actual
results may vary from those estimates.


        Expenses being incurred during the construction period related to
financing have been deferred.   These costs will be amortized over a thirty-year
period on the straight-line.

Note 3. Accounts Receivable
-----   -------------------
         The details of accounts receivable are presented in the supplementary
data following the financial statements.

Note 4.  Prepaid Expenses and Deposits
-------  -----------------------------
         At December 31, 2001, prepaid expenses consisted of the following:

                     Insurance                               $4,187
                                                             ======
Note 5.  Replacement Reserve Deposits
-------  ----------------------------
         The partnership is required to make deposits of $1,193 per month to an
account held by the lender to accumulate  funds for the  replacement  of assets,
and $554 to another a savings  accounts at U.S. Bank. A schedule of the activity
in these reserve accounts is included in the supplementary data.

Note 6.  Notes Payable
-------  -------------
        The notes payable consist of a loan with an original balance of $715,000
payable  in monthly  installments  of $5,914,  including  interest  at 9.25% per
annum, due January 1, 2026, a loan with a balance of $500,000 from the County of
Riverside Home Funds,  payable together with accumulated simple interest of 6.5%
per annum,  over a fifteen-year  period beginning May, 2010, in monthly payments
of $8,469  including  interest  at 6.5% per annum,  and a loan with a balance of
$1,314,577  from  the  Rental  Housing  construction  program  of the  State  of
California  Department  of Housing and  Community  Development,  bearing  simple
interest at 3% per annum,  on which  payments of interest and principal  will be
deferred,  unless the operation of the property generates surplus cash in excess
of  allowable  distributions.  During the year  2001,  the  lender  changed  the
amortization  method to a 365/360 day year basis.  The  resulting  adjustment of
prior interest is included in interest expense.  The amounts of principal due in
each of the five years after  December 31, 2001,  except for payments that might
be  required  from  surplus  cash,  and the  amount  due after five years are as
follows:


                           2002                                          $ 6,558
                           2003                                            7,201
                           2004                                            7,905
                           2005                                            8,680
                           2006                                            9,530


<PAGE>





Note 7.  Property Taxes
-------  --------------
         The managing general partner is Indio Housing Development Corporation,
an  organization  exempt from  income  taxes  under the  provisions  of Internal
Revenue Code Section  501(c)(3).  As a provider of rental  housing to qualifying
low income families,  the partnership  qualifies for a welfare  exemption from a
portion of the property taxes assessed by the County of Riverside.

Note 8.  Concentration of Activities
-------  ---------------------------
         The partnership's sole asset is 60 units of housing.   The project's
operations  are  concentrated  in the  multifamily  real  estate  market.  In
addition,  the  project  operates  in  a  heavily  regulated  environment.   The
operations of the project are subject to  administrative  directives,  rules and
regulations of federal, state and local regulatory agencies,  including, but not
limited  to HUD.  Such  administrative  directives,  rules and  regulations  are
subject to change by an act of congress,  or and administrative  change mandated
by HUD. Such changes may occur with little  notice or inadequate  funding to pay
for the related cost, including the additional  administrative  burden to comply
with a change.





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