SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

(Mark One)

|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                                     OF 1934
                    For the fiscal year ended March 31, 2004

                                       OR

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

             For the transition period from __________ to __________

                         Commission file number: 0-20056

                   WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.
             (Exact name of registrant as specified in its charter)

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

           17782 Sky Park Circle                             92614-6404
           Irvine, CA                                        (Zip Code)
           (Address of principal executive offices)

                                 (714) 662-5565
                               (Telephone number)


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

                                      NONE

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

                      UNITS OF LIMITED PARTNERSHIP INTEREST
                                (Title of Class)



<PAGE>


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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  |X|
Indicate by check mark whether the registrant is an accelerated filer.
Yes               No      X
    -----------      ---------------

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common  equity,  as of
the last business day of the registrant's most recently  completed second fiscal
quarter.


                                  INAPPLICABLE


                       DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K  (e.g.,  Part I, Part II,  etc.)  into  which the  document  is
incorporated:  (1) Any  annual  report  to  security  holders;  (2) Any proxy or
information  statement;  and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the  Securities Act of 1933.  The listed  documents  should be clearly
described for identification  purposes (e.g.,  annual report to security holders
for fiscal year ended December 24, 1980).

                                      NONE


                                       2
<PAGE>


PART I.

Item 1.  Business

Organization

WNC California  Housing Tax Credits II, L.P. ("CHTC" or the  "Partnership") is a
California Limited  Partnership formed under the laws of the State of California
on September 13, 1990. The Partnership was formed to acquire limited partnership
interests or  membership  interests  in other  limited  partnerships  or limited
liability  companies  ("Local  Limited  Partnerships")  which  own  multi-family
housing complexes that are eligible for Federal  low-income  housing tax credits
and, in certain cases,  California  low-income  housing tax credits ("Low Income
Housing Credit").

The general  partner of the  Partnership is WNC Tax Credit  Partners,  L.P. (the
"General Partner"). WNC & Associates, Inc. ("Associates") and Wilfred N. Cooper,
Sr. are the general partners of WNC Tax Credit  Partners,  L.P. The chairman and
president of  Associates  owns  substantially  all of the  outstanding  stock of
Associates.  The  business of the  Partnership  is conducted  primarily  through
Associates, as the Partnership has no employees of its own.

Pursuant to a  registration  statement  filed with the  Securities  and Exchange
Commission,  on January 22, 1991, the Partnership commenced a public offering of
20,000 units of limited partnership  interest ("Units") at a price of $1,000 per
Unit.  As of the close of the public  offering on January 21,  1993,  a total of
17,726  Units  representing  $17,726,000  had been  sold.  Holders  of Units are
referred to herein as "Limited Partners."

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.

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  owns and  operates  a  multi-family
housing  complex  (the  "Housing  Complexes")  which  qualify for the Low Income
Housing Credits.  In general,  under Section 42 of the Internal Revenue Code, an
owner of low-income housing can receive the Low Income Housing Credit to be used
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 California Low Income Housing Credit
to be used against  California  taxes  otherwise due in each year of a four-year
period. Each Housing Complex is subject to a fifteen-year compliance period (the
"Compliance  Period"),  and  under  state law may have to be  maintained  as low
income housing for 30 or more years.

In general,  in order to avoid  recapture  of Low Income  Housing  Credits,  the
Partnership  does not  expect  that it will  dispose of its  interests  in Local
Limited Partnerships ("Local Limited Partnership Interests") or approve the sale
by any Local Limited  Partnership of its Housing Complex prior to the end of the
applicable  Compliance  Period.  Because  of  (i)  the  nature  of  the  Housing
Complexes,  (ii) the  difficulty of predicting  the resale market for low-income
housing  15 or more years in the  future,  and (iii) the  ability of  government
lenders to  disapprove  of transfer,  it is not possible at this time to predict
whether the liquidation of the  Partnership's  assets and the disposition of the
proceeds,  if any, in  accordance  with the  Partnership's  Agreement of Limited
Partnership,  dated September 13, 1990 (the  "Partnership  Agreement"),  will be
able to be accomplished  promptly at the end of the 15-year  period.  If a Local
Limited  Partnership  is unable to sell its Housing  Complex,  it is anticipated
that the local general partner ("Local General Partner") will either continue to
operate such  Housing  Complex or take such other  actions as the Local  General
Partner  believes to be in the best interest of the Local  Limited  Partnership.
Notwithstanding the preceding,  circumstances  beyond the control of the General
Partner or the Local General  Partners may occur during the  Compliance  Period,
which would  require the  Partnership  to approve the  disposition  of a Housing
Complex prior to the end thereof,  possibly resulting in recapture of Low Income
Housing Credits.

                                       3
<PAGE>


As of March 31, 2004,  the  Partnership  had invested in fifteen  Local  Limited
Partnerships.  Each of these Local Limited  Partnerships  owns a Housing Complex
that was eligible for the Federal Low Income  Housing  Credit and twelve of them
were  eligible for the  California  Low Income  Housing  Credit.  Certain  Local
Limited Partnerships may also benefit from government programs promoting low- or
moderate-income housing.

Certain Risks and Uncertainties

An investment in the  Partnership  and the  Partnership's  investments  in Local
Limited  Partnerships  and their Housing  Complexes are subject to risks.  These
risks may impact the tax benefits of an investment in the  Partnership,  and the
amount of proceeds  available for distribution to the Limited Partners,  if any,
on liquidation of the Partnership's investments. Some of those risks include the
following:

The Low Income  Housing  Credit rules are extremely  complicated.  Noncompliance
with these rules  results in the loss of future Low Income  Housing  Credits and
the  fractional  recapture  of Low Income  Housing  Credits  already  taken.  An
individual  Limited  Partner's  ability to use tax credits is  limited.  In most
cases,  the  annual  amount of Low Income  Housing  Credits  that an  individual
Limited Partner can use is limited to the tax liability due on the person's last
$25,000 of taxable  income.  Low Income Housing Credits may be the only material
benefit from the  Partnership  because  Limited  Partners may not get back their
capital.  Any  transactions  between  the  Partnership  and  Associates  and its
affiliates will entail conflicts of interest.

The Partnership has invested in a limited number of Local Limited  Partnerships.
Such  limited  diversity  means that the  results of  operation  of each  single
Housing  Complex  will have a greater  impact on the  Partnership.  With limited
diversity,   poor   performance   of  one  Housing   Complex  could  impair  the
Partnership's ability to satisfy its investment objectives. Each Housing Complex
is subject to mortgage  indebtedness.  If a Local Limited  Partnership failed to
pay its  mortgage,  it  could  lose  its  Housing  Complex  in  foreclosure.  If
foreclosure  were to occur during the first 15 years,  the loss of any remaining
future Low Income  Housing  Credits,  and a  fractional  recapture  of prior Low
Income Housing Credits,  would occur. At any time, a foreclosure would result in
a loss of the Partnership's  investment in the Housing Complex.  The Partnership
is a limited partner or non-managing  member of each Local Limited  Partnership.
Accordingly,  the  Partnership  will have very  limited  rights with  respect to
management of the Local Limited Partnerships.  The Partnership will rely totally
on the Local General Partners.  Neither the  Partnership's  investments in Local
Limited Partnerships, nor the Local Limited Partnerships' investments in Housing
Complexes,  are readily marketable.  To the extent the Housing Complexes receive
government financing or operating subsidies,  they may be subject to one or more
of the  following  risks:  difficulties  in  obtaining  tenants  for the Housing
Complexes;  difficulties  in  obtaining  rent  increases;  limitations  on  cash
distributions;  limitations  on  sales  or  refinancing  of  Housing  Complexes;
limitations on transfers of interests in Local Limited Partnerships; limitations
on removal of Local  General  Partners;  limitations  on subsidy  programs;  and
possible changes in applicable regulations. Uninsured casualties could result in
loss of property  and Low Income  Housing  Credits and  recapture  of Low Income
Housing Credits  previously  taken. The value of real estate is subject to risks
from fluctuating  economic conditions,  including  employment rates,  inflation,
tax, environmental,  land use and zoning policies,  supply and demand of similar
properties, and neighborhood conditions, among others.

The  ability of Limited  Partners to claim tax losses  from the  Partnership  is
limited.  The IRS may audit the  Partnership or a Local Limited  Partnership and
challenge  the tax  treatment  of tax items.  The  amount of Low Income  Housing
Credits and tax losses allocable to the Limited Partners could be reduced if the
IRS were  successful  in such a  challenge.  The  alternative  minimum tax could
reduce tax benefits from an investment in the  Partnership.  Changes in tax laws
could also impact the tax benefits from an investment in the Partnership  and/or
the value of the Housing Complexes.

Substantially  all of the Low Income Housing Credits  anticipated to be realized
from the Local Limited Partnerships have been realized. The Partnership does not
anticipate  being  allocated a significant  amount of Low Income Housing Credits
from the Local  Limited  Partnerships  in the  future.  Until the Local  Limited
Partnerships  have completed the 15 year Low Income  Housing  Credit  compliance
period risks exist for potential recapture of prior low Income Housing Credits.

                                       4
<PAGE>

There are limits on the transferability of units, including a prohibition on the
transfer of more than 50% of the Units in a 12-month  period.  No trading market
for the Units exists or is expected to develop.  Limited  Partners may be unable
to sell their Units except at a discount and should consider their Units to be a
long-term investment.  Individual Limited Partners will have no recourse if they
disagree with actions authorized by a vote of the majority of Limited Partners.

Anticipated  future and  existing  cash  resources  are not  sufficient  to meet
existing   contractual  cash  obligations.   Substantially  all  of  the  future
contractual  cash  obligations  of the  Partnership  are  payable to the General
Partner.  Though a substantial portion of the amounts contractually obligated to
the  General  Partner  are  contractually  currently  payable,  the  Partnership
anticipates  that the  General  Partner  will not  require  the payment of these
contractual  obligations  until  capital  reserves  are in excess of the  future
foreseeable  working  capital  requirements  of the  Partnership.  However,  the
Partnership is  contractually  required to pay these  obligations to the General
Partner  and/or its  affiliates on a current  basis.  The  Partnership  would be
adversely  affected  should the General  Partner  and/or its  affiliates  demand
current payment of these  contractual  obligations  and or suspend  services for
this or any other reason.

Exit Strategy

The IRS  compliance  period for  low-income  housing  tax credit  properties  is
generally  15  years  following   construction  or  rehabilitation   completion.
Associates was one of the first in the industry to offer syndicated  investments
in Low Income  Housing  Credits.  The  initial  programs  are  completing  their
compliance periods.

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

Upon identifying  those  properties with the highest  potential for a successful
sale,  refinancing  or  syndication,  the  Partnership  expects to proceed  with
efforts to liquidate those properties.  The objective is to maximize the Limited
Partners' return wherever possible and, ultimately, to wind down the Partnership
when it no longer  provides tax  benefits to Limited  Partners.  However,  Local
Limited  Partnership  interests  may be disposed any time by  Associates  in its
discretion.  To date no  properties  in the  Partnership  have been selected for
disposition.

Item 2.  Properties

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



                                       5
<PAGE>

<TABLE>
<CAPTION>
                                                        ----------------------------  ----------------------------------------------
                                                           As of March 31, 2004                   As of December 31, 2003
                                                        ----------------------------  ----------------------------------------------
                                                          Partnership's    Amount of                      Estimated         Mortgage
                                                         Total Investment  Investment                   Aggregate Low    Balances of
   Local Limited                       General Partner   in Local Limited  Paid to     Number          Income Housing  Local Limited
  Partnership Name        Location       Name               Partnership     Date     of Units  Occupancy   Credits (1)  Partnerships
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>            <C>                   <C>            <C>          <C>     <C>      <C>             <C>
601 Main                  Stockton,      Daniels C.
Street Investors          California     Louge                 $ 1,656,000   $ 1,656,000   165      88%    $ 4,080,000   $ 3,933,000

ADI Development           Delhi,         Anthony
Partners                  California     Donovan                   699,000       699,000    31     100%      1,757,000     1,191,000

Bayless Garden            Red Bluff,     Douglas W.
Apartments                California     Young                   1,110,000     1,110,000    46      98%      2,741,000     1,249,000
Investors

Blackberry                Lodi,          Bonita Homes
Oaks, Ltd                 California     Incorporated              463,000       463,000    42     100%      1,063,000     1,895,000

Jacob's                   Exeter,        Philip R. Hammond,
Square                    California     Jr. and Diane M.
                                         Hammond                 1,324,000     1,324,000    45      93%      2,933,000     1,559,000

Mecca                     Mecca,         Sam Jack, Jr. and
Apartments                California     Sam Jack and
II                                       Associates              2,200,000     2,200,000    60      90%      5,183,000     2,489,000

Nevada                    Grass          Thomas G. Larson,
Meadows                   Valley,        William H. Larson
                          California     and Raymond L.
                                         Tetzlaff                  459,000       459,000    34     100%      1,030,000     1,898,000

Northwest                 Ivanhoe,       Philip R. Hammond,
Tulare                    California     Jr. and Diane M.
Associates                               Hammond                 1,226,000     1,226,000    54      83%      2,950,000     1,735,000

Orland                    Orland,        Richard E. Huffman
Associates                California     and Robert A. Ginno      432,000        432,000     40     100%       972,000     1,692,000

</TABLE>


                                       6
<PAGE>


<TABLE>
<CAPTION>
                                                        ----------------------------  ----------------------------------------------
                                                           As of March 31, 2004                   As of December 31, 2003
                                                        ----------------------------  ----------------------------------------------
                                                          Partnership's    Amount of                      Estimated         Mortgage
                                                         Total Investment  Investment                   Aggregate Low    Balances of
   Local Limited                       General Partner   in Local Limited  Paid to     Number          Income Housing  Local Limited
  Partnership Name        Location       Name               Partnership     Date     of Units  Occupancy   Credits (1)  Partnerships
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>            <C>                 <C>             <C>            <C>     <C>   <C>           <C>
Pine Gate                 Ahoskie,       Regency Investment
Limited                   California     Associates, Inc.,
Partnership                              Boyd Management,
                                         Inc. and Gordon L.
                                         Blackwell                272,000        272,000     56     100%       611,000     1,428,000

Silver                    Huron,         Philip R. Hammond,
Birch                     California     Jr. and Diane M.
Associates                               Hammond                  378,000        378,000     35      97%     1,131,000     1,323,000

Twin Pines                Groveland,     Donald S.
Apartments                California     Kavanagh and
Associates                               John N. Brezzo         1,278,000      1,278,000     39      95%     3,055,000     1,789,000

Ukiah                     Ukiah,         Thomas G. Larson,
Terrace                   California     William H. Larson
                                         and Raymond L.
                                         Tetzlaff                 349,000        349,000     41     100%       825,000     1,754,000

Woodlake                  Woodlake,      David J. Michael
Garden                    California     and Pamela J.
Apartments                               Michael                  548,000        548,000     48     100%     1,374,000     1,888,000

Yucca-Warren              Joshua Tree,   WNC & Associates,
Vista Associates          California     Inc.                     520,000        520,000     50     100%     1,251,000     2,135,000
                                                             -------------   -----------   ----     ----   -----------  ------------

                                                             $ 12,914,000    $12,914,000    786      96%  $ 30,956,000  $ 27,958,000
                                                             =============   ===========   ====     ====   ===========  ============
</TABLE>
(1)  Represents  aggregate  total  anticipated  Low Income Housing Credits to be
received  over the 10 year credit  period if the Housing  complexes are retained
and rented in compliance  with credit rules for the 15-year  compliance  period.
Substantially  all of the  anticipated  Low  Income  Housing  Credits  have been
received from the Local Limited Partnerships.  Accordingly, the Partnership does
not  anticipate  a  significant  amount  of Low  Income  Housing  Credits  being
allocated to the Limited Partners in the future.

                                       7
<PAGE>
<TABLE>
<CAPTION>
                                 ---------------------------------------------------------------------------------
                                                   For the year ended December 31, 2003
                                 ---------------------------------------------------------------------------------
                                                                                            Low Income Housing
        Local Limited                                                                        Credits Allocated to
        Partnership Name                               Rental Income      Net Income/(Loss)     Partnership
------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                    <C>                          <C>
      601 Main Street Investors                   $       516,000        $      (365,000)             99%

      ADI Development Partners                            157,000                (55,000)             90%

      Bayless Garden Apartments Investors                 196,000                (97,000)             99%

      Blackberry Oaks, Ltd                                289,000                 22,000              99%

      Jacob's Square                                      209,000               (108,000)             99%

      Mecca Apartments II                                 254,000               (245,000)             99%

      Nevada Meadows                                      225,000                (27,000)             99%

      Northwest Tulare Associates                         201,000               (111,000)             99%

      Orland Associates                                   301,000                 44,000              99%

      Pine Gate Limited Partnership                       230,000                (34,000)             99%

      Silver Birch Associates                             176,000                (17,000)             99%

      Twin Pines Apartments Associates                    180,000               (175,000)             99%

      Ukiah Terrace                                       209,000                (43,000)             99%

      Woodlake Garden Apartments                          365,000                 66,000              95%

      Yucca-Warren Vista Associates, Ltd                  318,000                 22,000              99%
                                                  ---------------        ----------------

                                                  $     3,826,000        $    (1,123,000)
                                                  ===============        ================
</TABLE>

                                       8
<PAGE>


Item 3. Legal Proceedings

NONE

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

NONE

PART II.

Item 5. Market for Registrant's  Common Equity,  Related Stockholder Matters and
Issuer Purchases of Equity Securities

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, 2004,  there were 1,205  Limited  Partners and 12 assignees of
     Units who were not admitted as Limited Partners.

(c)  The Partnership was not designed to provide cash  distributions  to Limited
     Partners in  circumstances  other than  refinancing  or  disposition of its
     investments in Local Limited Partnerships.  Any such distributions would be
     made in accordance with the terms of the Partnership Agreement.

(d)  No securities are authorized for issuance by the  Partnership  under equity
     compensation plans.

(e)  No unregistered  securities  were sold by the  Partnership  during the year
     ended March 31, 2004.


Item 5b. Use of Proceeds

NOT APPLICABLE

Item 5c. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

NONE


                                       9
<PAGE>



Item 6.  Selected Financial Data

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

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

                                2004         2003         2002          2001           2000
                              ----------   ----------   ----------   ------------   ------------

<S>                         <C>          <C>          <C>          <C>            <C>
ASSETS
Cash and cash equivalents   $   206,876  $   220,039  $   257,975  $     281,525  $     314,630
Investments in limited
  partnerships, net           1,546,722    2,675,025    3,494,236      4,391,885      5,442,623
Due from affiliates               3,646        3,646        3,646         59,554         38,540
                              ----------   ----------   ----------   ------------   -----------

                            $ 1,757,244  $ 2,898,710  $ 3,755,857  $   4,732,964  $   5,795,793
                              ==========   ==========   ==========   ============   ============

LIABILITIES
Accrued fees and
  expenses due to
  general partner and
  affiliates                $ 1,997,095  $ 1,816,544  $ 1,631,958  $   1,448,236  $   1,278,242

PARTNERS' EQUITY
(DEFICIT)                      (239,851)   1,082,166    2,123,899      3,284,728      4,517,551
                              ----------   ----------   ----------   ------------   ------------

                            $ 1,757,244  $ 2,898,710  $ 3,755,857  $   4,732,964  $   5,795,793
                              ==========   ==========   ==========   ============   ============
</TABLE>
<TABLE>
<CAPTION>
Selected results of operations, cash flows and other information for the Partnership are as follows:

                                               For the Years Ended
                                                    March 31
                          ----------------------------------------------------------------

                             2004         2003         2002          2001         2000
                          -----------  -----------   ----------   -----------   ----------


<S>                     <C>           <C>         <C>           <C>           <C>
Loss from
  operations (Note 1)   $   (991,037)$   (289,638)$   (337,782) $    (272,354)$   (273,480)
Equity in losses of
  limited partnerships      (330,980)    (752,095)    (823,047)      (960,469)    (736,997)
                          -----------  -----------   ----------    ------------  ----------

Net loss                $ (1,322,017)$ (1,041,733)$ (1,160,829) $  (1,232,823)$ (1,010,477)
                          ===========  ===========   ===========   ===========   ===========

Net loss allocated to:
   General partner      $    (13,220)$    (10,417)$    (11,608) $     (12,328)$    (10,105)
                          ===========  ===========   ==========    ===========   ===========

   Limited partners     $ (1,308,797)$ (1,031,316)$ (1,149,221) $  (1,220,495)$ (1,000,372)
                          ===========  ===========   ==========    ===========   ===========

Net loss per limited
  partner unit          $     (73.83)$     (58.18)$     (64.83) $      (68.85)$     (56.44)
                          ===========  ===========   ==========    ===========   ===========

Outstanding weighted
  limited partner
  units                       17,726       17,726       17,726         17,726       17,726
                          ===========  ===========   ==========   ===========   ==========
</TABLE>
Note 1 - Loss from operations for the year ended Mach 31, 2004 includes a charge
for impairment losses on investments in limited  partnerships of $744,736.  (See
Note 2 to the audited financial statements.)

                                       10

<PAGE>

<TABLE>
<CAPTION>

                                              For the Years Ended
                                                   March 31
                          --------------------------------------------------------------

                             2004         2003         2002        2001         2000
                          -----------  -----------  -----------  ----------   ----------


<S>                     <C>          <C>          <C>           <C>        <C>
Net cash provided by
 (used in):
   Operating
   activities           $    (18,466)$    (51,873)$    (44,975) $  (70,146) $   (57,948)
   Investing
   activities                  5,303       13,937       21,425      37,041        7,725
                          -----------  -----------  -----------  ----------   ----------

Net change in cash
  and cash equivalents       (13,163)     (37,936)     (23,550)    (33,105)     (50,223)

Cash and cash
  equivalents,
  beginning of period        220,039      257,975      281,525     314,630      364,853
                          -----------  -----------  -----------  ----------   ----------

Cash and cash
  equivalents, end of
  period                $    206,876 $    220,039 $    257,975 $   281,525  $   314,630
                          ===========  ===========  ===========  ==========   ==========
</TABLE>
<TABLE>
<CAPTION>
Low Income Housing Credits per limited partner unit were as follows for the years ended December 31:

                                     2003            2002             2001             2000            1999
                                 -------------   -------------    -------------    -------------   --------------

<S>                            <C>             <C>              <C>              <C>             <C>
    Federal                    $           36  $           80   $          114   $          117  $           117

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

    Total                      $           36  $           80   $          114   $          117  $           117
                                 =============   =============    =============    =============   ==============
</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 which may involve known and unknown risks that
could  cause  actual  results  of  operations  to differ  materially  from those
projected or implied. Further, certain forward-looking statements are based upon
assumptions about future events which may not prove to be accurate.

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

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

Critical Accounting Policies and Certain Risks and Uncertainties

The Company believes that the following  discussion  addresses the Partnership's
most  significant  accounting  policies,  which are the most  critical to aid in
fully understanding and evaluating the Company's reported financial results, and
certain of the Partnership's risks and uncertainties.

                                       11
<PAGE>

Use of Estimates

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

Method of Accounting For Investments in Limited Partnerships

The Partnership  accounts for its investments in limited  partnerships using the
equity method of  accounting,  whereby the  Partnership  adjusts its  investment
balance for its share of the Local Limited  Partnerships'  results of operations
and for any  contributions  made and  distributions  received.  The  Partnership
reviews the  carrying  amount of an  individual  investment  in a Local  Limited
Partnership for possible  impairment whenever events or changes in circumstances
indicate that the carrying  amount of such  investment  may not be  recoverable.
Recoverability  of such investment is measured by the estimated value derived by
management,  generally  consisting  of  the  product  of  the  remaining  future
Low-Income  Housing Credits estimated to be allocable to the Partnership and the
estimated  residual value to the Partnership.  If an investment is considered to
be impaired, the Partnership reduces the carrying value of its investment in any
such Local Limited  Partnership.  The  accounting  policies of the Local Limited
Partnerships,  generally,  are  expected  to be  consistent  with  those  of the
Partnership.  Costs incurred by the Partnership in acquiring the investments are
capitalized  as part of the investment  account and are being  amortized over 30
years (Notes 2 and 3).

Equity in losses of limited  partnerships for each year ended March 31 have been
recorded by the Partnership based on nine months of reported results provided by
the Local  Limited  Partnerships  for each year ended  December  31 and on three
months of results  estimated  by  management  of the  Partnership.  Management's
estimate for the three-month  period is based on either actual unaudited results
reported  by  the  Local  Limited  Partnerships  or  historical  trends  in  the
operations  of the Local Limited  Partnerships.  Equity in losses from the Local
Limited  Partnerships  allocated to the  Partnership  are not  recognized to the
extent that the investment  balance would be adjusted below zero. As soon as the
investment balance reaches zero,  amortization of the related costs of acquiring
the investment are accelerated to the extent of losses available.

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.  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.

                                       12
<PAGE>



Income Taxes

No provision for income taxes has been  recorded in the financial  statements as
any  liability  and or benefits  for income  taxes flows to the  partners of the
Partnership and is their obligation and/or benefit.  For income tax purposes the
Partnership reports on a calendar year basis.

Certain Risks and Uncertainties

An investment in the  Partnership  and the  Partnership's  investments  in Local
Limited  Partnerships  and their Housing  Complexes are subject to risks.  These
risks may impact the tax benefits of an investment in the  Partnership,  and the
amount of proceeds  available for distribution to the Limited Partners,  if any,
on liquidation of the Partnership's investments. Some of those risks include the
following:

The Low Income  Housing  Credit rules are extremely  complicated.  Noncompliance
with these rules results in the loss of future Low Income  Housing  Credit s and
the fractional  recapture of Low Income Housing  Credits  already taken. In most
cases the annual amount of Low Income Housing Credits that an individual can use
is limited to the tax  liability  due on the  person's  last  $25,000 of taxable
income.  The  Local  Limited  Partnerships  may be  unable  to sell the  Housing
Complexes  at a price,  which would  result in the  Partnership  realizing  cash
distributions or proceeds from the transaction. Accordingly, the Partnership may
be unable to distribute  any cash to its Limited  Partners.  Low Income  Housing
Credits may be the only benefit from an investment in the Partnership.

The Partnership has invested in a limited number of Local Limited  Partnerships.
Such  limited  diversity  means that the  results of  operation  of each  single
Housing  Complex  will have a greater  impact on the  Partnership.  With limited
diversity,   poor   performance   of  one  Housing   Complex  could  impair  the
Partnership's ability to satisfy its investment objectives. Each Housing Complex
is subject to mortgage  indebtedness.  If a Local Limited  Partnership failed to
pay its  mortgage,  it  could  lose  its  Housing  Complex  in  foreclosure.  If
foreclosure  were to occur during the first 15 years,  the loss of any remaining
future Low Income Housing  Credits,  a fractional  recapture of prior Low Income
Housing  Credits,  and a loss of the  Partnership's  investment  in the  Housing
Complex would occur. The Partnership is a limited partner or non-managing member
of each Local Limited Partnership.  Accordingly,  the Partnership will have very
limited rights with respect to management of the Local Limited Partnerships. The
Partnership  will  rely  totally  on the Local  General  Partners.  Neither  the
Partnership's  investments in Local Limited Partnerships,  nor the Local Limited
Partnerships'  investments in Housing Complexes, are readily marketable.  To the
extent  the  Housing  Complexes  receive   government   financing  or  operating
subsidies,  they  may be  subject  to  one  or  more  of  the  following  risks:
difficulties  in obtaining  tenants for the Housing  Complexes;  difficulties in
obtaining  rent  increases;  limitations on cash  distributions;  limitations on
sales or refinancing of Housing Complexes; limitations on transfers of interests
in Local Limited Partnerships; limitations on removal of Local General Partners;
limitations on subsidy programs; and possible changes in applicable regulations.
Uninsured  casualties  could result in loss of property  and Low Income  Housing
Credits and recapture of Low Income Housing Credits  previously taken. The value
of real  estate  is  subject  to risks  from  fluctuating  economic  conditions,
including employment rates, inflation,  tax, environmental,  land use and zoning
policies, supply and demand of similar properties,  and neighborhood conditions,
among others.

The  ability of Limited  Partners to claim tax losses  from the  Partnership  is
limited.  The IRS may audit the  Partnership or a Local Limited  Partnership and
challenge  the tax  treatment  of tax items.  The  amount of Low Income  Housing
Credits and tax losses allocable to the Limited Partners could be reduced if the
IRS were  successful  in such a  challenge.  The  alternative  minimum tax could
reduce tax benefits from an investment in the  Partnership.  Changes in tax laws
could also impact the tax benefits from an investment in the Partnership  and/or
the value of the Housing Complexes.

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

Substantially  all of the Low Income Housing Credits  anticipated to be realized
from the Local Limited Partnerships have been realized. The Partnership does not
anticipate  being  allocated a significant  amount of Low Income Housing Credits
from the Local  Limited  Partnerships  in the  future.  Until the Local  Limited
Partnerships  have completed the 15 year Low Income  Housing  Credit  compliance
period risks exist for potential recapture of prior low Income Housing Credits.


                                       13
<PAGE>

To date, certain Local Limited Partnerships have incurred significant  operating
losses and have working capital  deficiencies.  In the event these Local Limited
Partnerships continue to incur significant operating losses,  additional capital
contributions  by the  Partnership  and/or  the  Local  General  Partner  may be
required  to sustain  the  operations  of such Local  Limited  Partnerships.  If
additional  capital  contributions  are not made  when  they are  required,  the
Partnership's  investment in certain of such Local Limited Partnerships could be
impaired, and the loss and recapture of the related tax credits could occur.

Anticipated  future and  existing  cash  resources  are not  sufficient  to meet
existing   contractual  cash  obligations.   Substantially  all  of  the  future
contractual  cash  obligations  of the  Partnership  are  payable to the General
Partner.  Though a substantial portion of the amounts contractually obligated to
the  General  Partner  are  contractually  currently  payable,  the  Partnership
anticipates  that the  General  Partner  will not  require  the payment of these
contractual  obligations  until  capital  reserves  are in excess of the  future
foreseeable  working  capital  requirements  of the  Partnership.  However,  the
Partnership is  contractually  required to pay these  obligations to the General
Partner  and/or its  affiliates on a current  basis.  The  Partnership  would be
adversely  affected  should the General  Partner  and/or its  affiliates  demand
current payment of these  contractual  obligations  and or suspend  services for
this or any other reason.

Financial Condition

The Partnership's  assets at March 31, 2004 consisted primarily of approximately
$207,000  in cash  and  cash  equivalents  and net  investments  in the 15 Local
Limited Partnerships of approximately $1,547,000.  Liabilities at March 31, 2004
primarily  consisted of  approximately  $1,995,000 of accrued annual  management
fees due to the General Partner.

Results of Operations

Year  Ended  March  31,  2004   Compared  to  Year  Ended  March  31,  2003  The
Partnership's  net loss for the year  ended  March  31,  2004 was  $(1,322,000),
reflecting  an  increase  of  $(280,000)  from  the  net  loss  of  $(1,042,000)
experienced  for the year ended  March 31,  2003.  The  increase  in net loss is
largely due to an increase in loss from  operations of  $(701,000)  for the year
ended March 31, 2004 compared to the year ended March 31, 2003.  The increase in
loss from operations was primarily caused by a $(745,000) increase in impairment
loss.  The impairment  loss is due to the fact that the net  investment  balance
exceeded the remaining tax credits along with any residual value in four limited
partnerships.  The  impairment  loss was  offset  by a  decrease  of  $6,000  in
amortization of acquisition fees and costs, a decrease of $5,000 in write-off of
advances to limited partnerships, a $2,000 decrease in other expenses along with
an increase in total income of $31,000. The loss from operations was offset by a
decrease of equity in losses of limited  partnerships  of $421,000 to $(331,000)
for the year ended March 31, 2004 from  $(752,000) for the year ended  March-31,
2003. The decrease in equity in losses of limited  partnerships is primarily due
to not  recognizing  certain  losses  of the  Local  Limited  Partnerships.  The
investments in such Local Limited Partnerships had reached $0 at March 31, 2003.
Since the  Partnership's  liability with respect to its  investments is limited,
losses in excess of investments are not recognized.  This decrease was offset by
the reduction of the respective net  acquisition fee component of investments in
Local Limited  Partnerships to zero for those Local Limited  Partnerships  which
would otherwise be below a zero balance.

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

                                       14
<PAGE>

Liquidity and Capital Resources

Year Ended  March 31,  2004  Compared to Year Ended March 31, 2003 Net cash used
during the year ended  March 31, 2004 was  $(13,000),  compared to net cash used
for the year ended March 31, 2003 of $(38,000). The change was due to a decrease
in distributions  received from Local Limited Partnerships of $9,000 in the year
ended  March  31,  2004.  In  addition,  net cash used in  operating  activities
decreased  $33,000  due  primarily  to an increase  in  reporting  fee income of
$31,000.

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

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, 2004 and 2003. The Partnership's original investment in
the Local Limited  Partnership  approximated  $1,278,000.  Through  December 31,
2003, 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, 2003 and 2002, the
net  carrying  value of such  property  on the  books and  records  of the Local
Limited Partnership totaled $1,930,000 and $2,044,000, respectively.

During the years ended March 31, 2004, 2003, and 2002,  accrued payables,  which
consist  primarily of related party  management  fees due to the General Partner
increased by $181,000 $185,000, and $181,000,  respectively. The General Partner
does not  anticipate  that  these  accrued  fees will be paid until such time as
capital   reserves  are  in  excess  of  future   foreseeable   working  capital
requirements of the Partnership.

The Partnership  expects its future cash flows,  together with its net available
assets at March 31, 2003, to be  sufficient  to meet all  currently  foreseeable
future cash  requirements.  This  excludes  amounts  owed to  Associates  by the
Partnership disclosed below.

Future Contractual Cash Obligations
<TABLE>
<CAPTION>
The following table summarizes our future contractual cash obligations as of March 31, 2004:

                                      2005        2006       2007       2008       2009      Thereafter    Total

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

<S>                              <C>          <C>        <C>        <C>        <C>        <C>          <C>
Asset Management Fees (1)        $  2,205,322 $  210,084 $  210,084 $  210,084 $  210,084 $  7,563,024 $ 10,608,682
Capital Contributions Payable
   to Lower Tier Partnerships               -          -          -          -          -            -            -
                                   -----------  ---------  ---------  ---------  ---------  -----------  -----------
Total contractual cash
   obligations                   $  2,205,322 $  210,084 $  210,084 $  210,084 $  210,084 $  7,563,024 $ 10,608,682
                                   ===========  =========  =========  =========  =========  ===========  ===========
</TABLE>

(1)  Asset  Management  Fees  are  payable  annually  until  termination  of the
     Partnership,  which is to  occur  no later  than  December  31,  2045.  The
     estimate of the fees payable  included  herein assumes the retention of the
     Partnership's  interest in all Housing Complexes until 2045. Amounts due to
     the  General  Partner as of March 31,  2004 have been  included in the 2005
     column.  The General  Partner does not  anticipate  that these fees will be
     paid  until  such time as  capital  reserves  are in  excess of the  future
     foreseeable working capital requirements of the Partnership.

For  additional  information  on our Asset  Management  Fees,  see Note 3 to the
financial statements included elsewhere herein.

                                       15
<PAGE>

Off-Balance Sheet Arrangements

The Partnership has no off-balance sheet arrangements.

Exit Strategy

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

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

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

Impact of New Accounting Pronouncements

In January 2003, the FASB issued Interpretation No. 46 ("FIN46"), "Consolidation
of  Variable  Interest  Entities."  FIN 46  provides  guidance on when a company
should include the assets,  liabilities,  and activities of a variable  interest
entity  ("VIE")  in  its  financial  statements  and  when  it  should  disclose
information  about its relationship  with a VIE. A VIE is a legal structure used
to conduct activities or hold assets, which must be consolidated by a company if
it is the primary  beneficiary  because it absorbs the  majority of the entity's
expected losses, the majority of the expected returns, or both.

In  December  2003,  the FASB issued a revision of FIN 46 ("FIN 46R") to clarify
some of its provisions.  The revision results in multiple  effective dates based
on the  nature  as well as the  creation  date of the VIE.  VIEs  created  after
January 31,  2003,  but prior to January 1, 2004,  may be  accounted  for either
based on the original interpretations or the revised  interpretations.  However,
all VIEs must be accounted for under the revised interpretations as of March 31,
2004, when FIN 46R is effective for the Partnership.

This  Interpretation  would require  consolidation by the Partnership of certain
Local Limited  Partnerships' assets and liabilities and results of operations if
the Partnership determined that the Local Limited Partnership was a VIE and that
the  Partnership  was  the  "Primary  Beneficiary."  Minority  interests  may be
recorded for the Local Limited  Partnerships'  ownership  share  attributable to
other Limited Partners. Where consolidation of Local Limited Partnerships is not
required,   additional  financial  information   disclosures  of  Local  Limited
Partnerships  may be  required.  The  Partnership  has  assessed  the  potential
consolidation effects of the Interpretation and preliminarily concluded that the
adoption of the Interpretation  will not have a material impact on the financial
statements of the Partnership.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

NOT APPLICABLE

Item 8.  Financial Statements and Supplementary Data


                                       16
<PAGE>



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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

     We have audited the  accompanying  balance sheet of WNC California  Housing
Tax Credits II, L.P. (a California Limited  Partnership) (the  "Partnership") as
of March 31, 2004 and the related statements of operations, partners' equity and
cash  flows  for  the  year  then  ended.  These  financial  statements  are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these  financial  statements  based on our  audit.  A  significant
portion of the  financial  statements of the limited  partnerships  in which the
Partnership  is a limited  partner were audited by other  auditors whose reports
have been  furnished to us. As discussed in Note 2 to the financial  statements,
the Partnership  accounts for its investments in limited  partnerships using the
equity  method.   The  portion  of  the  Partnership's   investment  in  limited
partnerships  audited  by other  auditors  represented  $1,227,000  of the total
assets of the  Partnership  at March 31, 2004 and $201,000 of the  Partnership's
net loss for the year ended March 31, 2004.  Our opinion,  insofar as it relates
to the amounts included in the financial statements for the limited partnerships
which  were  audited  by  others,  is based  solely on the  reports of the other
auditors.

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

     In our opinion,  based on our audit and the reports of the other  auditors,
the  financial  statements  referred to above  present  fairly,  in all material
respects,  the financial position of WNC California Housing Tax Credits II, L.P.
(a California Limited  Partnership) as of March 31, 2004, and the results of its
operations  and its cash  flows  for the year  then  ended  in  conformity  with
accounting principles generally accepted in the United States of America.

     The  Partnership   currently  has  insufficient  working  capital  to  fund
obligations  to an  affiliate  of  the  General  Partner  for  asset  management
services.  As discussed in Note 1 to the financial  statements,  the Partnership
would be adversely  affected  should the affiliate of the General Partner of the
Partnership,  WNC and  Associates,  Inc.,  demand  current  payment of  existing
contractual obligations and/or suspend services for this or any other reason.


/s/ Reznick Fedder & Silverman

Bethesda, Maryland
June 24, 2004


                                       17
<PAGE>



             Report of Independent Registered Public Accounting Firm


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


We have audited the  accompanying  balance sheet of WNC  California  Housing Tax
Credits II, L.P. (a California  Limited  Partnership) (the  "Partnership") as of
March 31,  2003 and the  related  statements  of  operations,  partners'  equity
(deficit)  and cash flows for the years  ended  March 31,  2003 and 2002.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits.  A significant  portion of the  financial  statements of the limited
partnerships in which the Partnership is a limited partner were audited by other
auditors  whose reports have been furnished to us. As discussed in Note 2 to the
financial  statements,  the Partnership  accounts for its investments in limited
partnerships   using  the  equity  method.  The  portion  of  the  Partnership's
investment in limited  partnerships audited by other auditors represented 71% of
the total  assets of the  Partnership  at March 31,  2003 and 96% and 88% of the
Partnership's equity in losses of limited partnerships for the years ended March
31,  2003 and 2002,  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  standards  of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits and the reports of the other auditors  provide a reasonable basis for our
opinion.

In our opinion,  based on our audits and the reports of the other auditors,  the
financial statements referred to above present fairly, in all material respects,
the  financial  position  of WNC  California  Housing  Tax  Credits  II, L.P. (a
California  Limited  Partnership)  as of March 31, 2003,  and the results of its
operations  and its cash flows for the years ended  March 31, 2003 and 2002,  in
conformity with accounting principles generally accepted in the United States of
America.




                                           /s/  BDO SEIDMAN, LLP

Costa Mesa, California
May 15, 2003


                                       18
<PAGE>


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

                                 BALANCE SHEETS




<TABLE>
<CAPTION>

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

                                                                             2004             2003
                                                                         -------------    -------------

<S>                                                                    <C>              <C>
ASSETS

Cash and cash equivalents                                              $      206,876   $      220,039
Investments in limited partnerships, net (Notes 2 and 3)                    1,546,722        2,675,025
Due from affiliates (Note 2)                                                    3,646            3,646
                                                                         -------------    -------------

                                                                       $    1,757,244   $    2,898,710
                                                                         =============    =============

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
   Accrued fees and expenses due to General Partner
     and affiliates (Note 3)                                           $    1,997,095   $    1,816,544
                                                                         -------------    -------------

Commitments and contingencies

Partners' equity (deficit):
    General Partner                                                          (167,660)        (154,440)
    Limited Partners (20,000 units authorized; 17,726 units
     issued and outstanding)                                                  (72,191)       1,236,606
                                                                         -------------    -------------

      Total partners' equity (deficit)                                       (239,851)       1,082,166
                                                                         -------------    -------------

                                                                       $    1,757,244   $    2,898,710
                                                                         =============    =============
</TABLE>

                 See accompanying notes to financial statements
                                       19

<PAGE>


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

                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>





                                                                        For the Years Ended
                                                                             March 31
                                                          ------------------------------------------------

                                                              2004             2003              2002
                                                          -------------    -------------     -------------


<S>                                                     <C>              <C>               <C>
Interest income                                         $        1,950   $        3,504    $        7,523
Reporting fees                                                  33,606            2,620             2,606
Distribution income                                              1,120                -                 -
                                                          -------------    -------------     -------------

   Total income                                                 36,676            6,124            10,129
                                                          -------------    -------------     -------------

Operating expenses:
   Amortization (Notes 2 and 3)                                 47,184           53,179            53,177
   Write-off of advances to limited
      partnership (Note 2)                                           -            5,141            52,894
   Asset management fees (Note 3)                              210,084          210,084           210,084
   Impairment loss (Note 2)                                    744,836                -                 -
   Other                                                        25,609           27,358            31,756
                                                          -------------    -------------     -------------

    Total operating expenses                                 1,027,713          295,762           347,911
                                                          -------------    -------------     -------------

Loss from operations                                          (991,037)        (289,638)         (337,782)

Equity in losses of limited
    partnerships (Note 2)                                     (330,980)        (752,095)         (823,047)
                                                          -------------    -------------     -------------

Net loss                                                $   (1,322,017) $    (1,041,733)   $   (1,160,829)
                                                          =============    =============     =============

Net loss allocated to:
   General Partner                                      $      (13,220) $       (10,417)   $      (11,608)
                                                          =============    =============     =============

   Limited Partners                                     $   (1,308,797) $    (1,031,316)   $   (1,149,221)
                                                          =============    =============     =============

Net loss per limited partner unit                       $       (73.83) $        (58.18)   $       (64.83)
                                                          =============    =============     =============

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

                 See accompanying notes to financial statements
                                       20
<PAGE>


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

                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

               For the Years Ended March 31, 2004, 2003, and 2002
<TABLE>
<CAPTION>



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

<S>                                                       <C>                 <C>                <C>
Partners' (deficit) equity at March 31, 2001              $       (132,415)   $      3,417,143   $      3,284,728

Net loss                                                           (11,608)         (1,149,221)        (1,160,829)
                                                            ---------------     ---------------    ---------------

Partners' (deficit) equity at March 31, 2002                      (144,023)          2,267,922          2,123,899

Net loss                                                           (10,417)         (1,031,316)        (1,041,733)
                                                            ---------------     ---------------    ---------------

Partners' (deficit) equity at March 31, 2003              $       (154,440)   $      1,236,606   $      1,082,166

Net loss                                                           (13,220)         (1,308,797)        (1,322,017)
                                                            ---------------     ---------------    ---------------

Partners' deficit at March 31, 2004                       $       (167,660)   $        (72,191)  $       (239,851)
                                                            ===============     ===============    ===============
</TABLE>

                 See accompanying notes to financial statements
                                       21
<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
                                                           --------------------------------------------------

                                                               2004               2003             2002
                                                           --------------     -------------    --------------

<S>                                                      <C>                <C>             <C>
Cash flows from operating activities:
   Net loss                                              $    (1,322,017)   $   (1,041,733) $     (1,160,829)
   Adjustments  to  reconcile  net loss
     to net cash used in operating
     activities:
     Amortization                                                 47,184            53,179            53,177
     Write-off of advances to limited
      partnership                                                      -                 -            52,894
     Equity in losses of limited
       partnerships                                              330,980           752,095           823,047
     Impairment loss                                             744,836                 -                 -
     Change in due from affiliates                                     -                 -             3,014
     Change in accrued fees and
       expenses due to General Partner
       and affiliates                                            180,551           184,586           183,722
                                                           --------------     -------------    --------------

Net cash used in operating activities                            (18,466)          (51,873)          (44,975)
                                                           --------------     -------------    --------------

Cash flows from investing activities:
   Distributions from limited
    partnerships                                                   5,303            13,937            21,425
                                                           --------------     -------------    --------------

Net decrease in cash and
  cash equivalents                                               (13,163)          (37,936)          (23,550)

Cash and cash equivalents, beginning
  of period                                                      220,039           257,975           281,525
                                                           --------------     -------------    --------------

Cash and cash equivalents, end of
  period                                                 $       206,876    $      220,039   $       257,975
                                                           ==============     =============    ==============

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

                 See accompanying notes to financial statements
                                       22
<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                For the Years Ended March 31, 2004, 2003 and 2002



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

Organization
------------

WNC  California  Housing Tax Credits II, L.P. a California  Limited  Partnership
(the  "Partnership"),  was formed on  September  13,  1990 under the laws of the
State of California.  The  Partnership  was formed to invest  primarily in other
limited  partnerships (the "Local Limited  Partnerships")  which own and operate
multi-family  housing complexes (the "Housing  Complexes") that are eligible for
low income housing tax credits.  The local general  partners (the "Local General
Partners")  of  each  Local  Limited   Partnership  retain   responsibility  for
maintaining, operating and managing the Housing Complex.

The general partner is WNC Tax Credit  Partners,  L.P. (the "General  Partner").
WNC &  Associates,  Inc.  ("Associates")  and  Wilfred N. Cooper are the general
partners  of WNC Tax  Credit  Partners,  L.P.  The  chairman  and  president  of
Associates owns  substantially all of the outstanding  stock of Associates.  The
business of the Partnership is conducted  primarily through  Associates,  as the
Partnership has no employees of its own.

The Partnership  shall continue in full force and effect until December 31, 2045
unless  terminated  prior to that date pursuant to the partnership  agreement or
law.

The financial  statements  include only activity relating to the business of the
Partnership,  and do not give  effect to any assets that the  partners  may have
outside of their interests in the Partnership, or to any obligations,  including
income taxes of the partners.

The  Partnership  Agreement  authorized the sale of up to 20,000 units at $1,000
per Unit  ("Units").  The  offering of Units  concluded in January 1993 at which
time 17,726 Units, representing subscriptions in the amount of $17,726,000,  had
been accepted.  The General  Partner has a 1% interest in operating  profits and
losses,  taxable  income and losses,  cash available for  distribution  from the
Partnership  and tax credits of the  Partnership.  The limited  partners will be
allocated the  remaining  99% of these items in  proportion to their  respective
investments.

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


                                       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, 2004, 2003 and 2002



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

Risks and Uncertainties
-----------------------

An investment in the  Partnership  and the  Partnership's  investments  in Local
Limited  Partnerships  and their Housing  Complexes are subject to risks.  These
risks may impact the tax benefits of an investment in the  Partnership,  and the
amount of proceeds  available for distribution to the Limited Partners,  if any,
on liquidation of the Partnership's investments. Some of those risks include the
following:

The Low Income  Housing  Credit rules are extremely  complicated.  Noncompliance
with these rules  results in the loss of future Low Income  Housing  Credits and
the fractional  recapture of Low Income Housing  Credits  already taken. In most
cases the annual amount of Low Income Housing Credits that an individual can use
is limited to the tax  liability  due on the  person's  last  $25,000 of taxable
income.  The  Local  Limited  Partnerships  may be  unable  to sell the  Housing
Complexes  at a price  which  would  result in the  Partnership  realizing  cash
distributions or proceeds from the transaction. Accordingly, the Partnership may
be unable to distribute  any cash to its Limited  Partners.  Low Income  Housing
Credits may be the only benefit from an investment in the Partnership.

The Partnership has invested in a limited number of Local Limited  Partnerships.
Such  limited  diversity  means that the  results of  operation  of each  single
Housing  Complex  will have a greater  impact on the  Partnership.  With limited
diversity,   poor   performance   of  one  Housing   Complex  could  impair  the
Partnership's ability to satisfy its investment objectives. Each Housing Complex
is subject to mortgage  indebtedness.  If a Local Limited  Partnership failed to
pay its  mortgage,  it  could  lose  its  Housing  Complex  in  foreclosure.  If
foreclosure  were to occur during the first 15 years,  the loss of any remaining
future Low Income Housing  Credits,  a fractional  recapture of prior Low Income
Housing  Credits,  and a loss of the  Partnership's  investment  in the  Housing
Complex would occur. The Partnership is a limited partner or non-managing member
of each Local Limited Partnership.  Accordingly,  the Partnership will have very
limited rights with respect to management of the Local Limited Partnerships. The
Partnership  will  rely  totally  on the Local  General  Partners.  Neither  the
Partnership's  investments in Local Limited Partnerships,  nor the Local Limited
Partnerships'  investments in Housing Complexes, are readily marketable.  To the
extent  the  Housing  Complexes  receive   government   financing  or  operating
subsidies,  they  may be  subject  to  one  or  more  of  the  following  risks:
difficulties  in obtaining  tenants for the Housing  Complexes;  difficulties in
obtaining  rent  increases;  limitations on cash  distributions;  limitations on
sales or refinancing of Housing Complexes; limitations on transfers of interests
in Local Limited Partnerships; limitations on removal of Local General Partners;
limitations on subsidy programs; and possible changes in applicable regulations.
Uninsured  casualties  could result in loss of property  and Low Income  Housing
Credits and recapture of Low Income Housing Credits  previously taken. The value
of real  estate  is  subject  to risks  from  fluctuating  economic  conditions,
including employment rates, inflation,  tax, environmental,  land use and zoning
policies, supply and demand of similar properties,  and neighborhood conditions,
among others.

The  ability of Limited  Partners to claim tax losses  from the  Partnership  is
limited.  The IRS may audit the  Partnership or a Local Limited  Partnership and
challenge  the tax  treatment  of tax items.  The  amount of Low Income  Housing
Credits and tax losses allocable to the Limited Partners could be reduced if the
IRS were  successful  in such a  challenge.  The  alternative  minimum tax could
reduce tax benefits from an investment in the  Partnership.  Changes in tax laws
could also impact the tax benefits from an investment in the Partnership  and/or
the value of the Housing Complexes.

Substantially  all of the Low Income Housing Credits  anticipated to be realized
from the Local Limited Partnerships have been realized. The Partnership does not
anticipate  being  allocated a significant  amount of Low Income Housing Credits
from the Local  Limited  Partnerships  in the  future.  Until the Local  Limited
Partnerships  have completed the 15 year Low Income  Housing  Credit  compliance
period risks exist for potential recapture of prior low Income Housing Credits.

                                       24
<PAGE>



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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2004, 2003 and 2002





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

Anticipated  future and  existing  cash  resources  of the  Partnership  are not
sufficient to meet existing  contractual cash obligations.  Substantially all of
the future  contractual  cash  obligations of the Partnership are payable to the
General  Partner.  Though a  substantial  portion of the  amounts  contractually
obligated  to the  General  Partner are  contractually  currently  payable,  the
Partnership anticipates that the General Partner will not require the payment of
these contractual obligations until capital reserves are in excess of the future
foreseeable  working  capital  requirements  of the  Partnership.  However,  the
Partnership is  contractually  required to pay these  obligations to the General
Partner  and/or its  affiliates on a current  basis.  The  Partnership  would be
adversely  affected  should the General  Partner  and/or its  affiliates  demand
current payment of these  contractual  obligations  and or suspend  services for
this or any other reason.

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

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

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

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

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

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

The Partnership  accounts for its investments in limited  partnerships using the
equity method of  accounting,  whereby the  Partnership  adjusts its  investment
balance for its share of the Local Limited  Partnerships'  results of operations
and for any  contributions  made and  distributions  received.  The  Partnership
reviews the  carrying  amount of an  individual  investment  in a Local  Limited
Partnership for possible  impairment whenever events or changes in circumstances
indicate that the carrying  amount of such  investment  may not be  recoverable.
Recoverability  of such investment is measured by the estimated value derived by
management,  generally  consisting  of  the  product  of  the  remaining  future
Low-Income  Housing Credits estimated to be allocable to the Partnership and the
estimated  residual value to the Partnership.  If an investment is considered to
be impaired, the Partnership reduces the carrying value of its investment in any
such Local Limited  Partnership.  The  accounting  policies of the Local Limited
Partnerships,  generally,  are  expected  to be  consistent  with  those  of the
Partnership.  Costs incurred by the Partnership in acquiring the investments are
capitalized  as part of the investment  account and are being  amortized over 30
years (see Notes 2 and 3).


                                       25
<PAGE>




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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2004, 2003 and 2002




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

Equity in losses of limited  partnerships for each year ended March 31 have been
recorded by the Partnership based on nine months of reported results provided by
the Local  Limited  Partnerships  for each year ended  December  31 and on three
months of results  estimated  by  management  of the  Partnership.  Management's
estimate for the three-month  period is based on either actual unaudited results
reported  by  the  Local  Limited  Partnerships  or  historical  trends  in  the
operations  of the Local Limited  Partnerships.  Equity in losses from the Local
Limited  Partnerships  allocated to the  Partnership  are not  recognized to the
extent that the investment  balance would be adjusted below zero. As soon as the
investment balance reaches zero,  amortization of the related costs of acquiring
the investment are  accelerated to the extent of losses  available (see Note 3).
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.

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 original maturities
of three months or less when purchased to be cash  equivalents.  As of March 31,
2004 and 2003, the Partnership had no cash equivalents.

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

At March  31,  2004,  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.

Income Taxes
------------

No provision  for income taxes has been recorded in the  accompanying  financial
statements  as any  liability  and or  benefits  for income  taxes  flows to the
partners of the Partnership and is their obligation  and/or benefit.  For income
tax purposes the Partnership reports on a calendar year basis.

                                       26
<PAGE>



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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2004, 2003 and 2002




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

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

In January 2003, the FASB issued Interpretation No. 46 ("FIN46"), "Consolidation
of  Variable  Interest  Entities."  FIN 46  provides  guidance on when a company
should include the assets,  liabilities,  and activities of a variable  interest
entity  ("VIE")  in  its  financial  statements  and  when  it  should  disclose
information  about its relationship  with a VIE. A VIE is a legal structure used
to conduct activities or hold assets, which must be consolidated by a company if
it is the primary  beneficiary  because it absorbs the  majority of the entity's
expected losses, the majority of the expected returns, or both.

In  December  2003,  the FASB issued a revision of FIN 46 ("FIN 46R") to clarify
some of its provisions.  The revision results in multiple  effective dates based
on the  nature  as well as the  creation  date of the VIE.  VIEs  created  after
January 31,  2003,  but prior to January 1, 2004,  may be  accounted  for either
based on the original interpretations or the revised  interpretations.  However,
all VIEs must be accounted for under the revised interpretations as of March 31,
2004, when FIN 46R is effective for the Partnership.

This  Interpretation  would require  consolidation by the Partnership of certain
Local Limited  Partnerships' assets and liabilities and results of operations if
the Partnership determined that the Local Limited Partnership was a VIE and that
the  Partnership  was  the  "Primary  Beneficiary."  Minority  interests  may be
recorded for the Local Limited  Partnerships'  ownership  share  attributable to
other Limited Partners. Where consolidation of Local Limited Partnerships is not
required,   additional  financial  information   disclosures  of  Local  Limited
Partnerships  may be  required.  The  Partnership  has  assessed  the  potential
consolidation effects of the Interpretation and preliminarily concluded that the
adoption of the Interpretation  will not have a material impact on the financial
statements of the Partnership.

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

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

As discussed in Note 1, the Partnership  accounts for its investments in limited
partnerships   using  the  equity  method  of  accounting.   The   Partnership's
investments  in Local  Limited  Partnerships  as shown in the balance  sheets at
March  31,  2004  and  2003  are   approximately   $3,314,000  and   $3,402,000,
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,  acquisition,   selection  and  other  costs  related  to  the
acquisition of the investments  which have been capitalized in the Partnership's
investment  account along with impairment  losses recorded in the  Partnership's
investment  account.  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.



                                       27
<PAGE>




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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2004, 2003 and 2002




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

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

A loss in value from a Local Limited  Partnership other than a temporary decline
would be recorded as an impairment loss. Impairment is measured by comparing the
investment  carrying  amount to the sum of the total amount of the remaining tax
credits  allocated  to  the  fund  and  the  estimated  residual  value  of  the
investment.   Accordingly,  the  Partnership  recorded  an  impairment  loss  of
$744,836,  $0 and $0 during  the years  ended  March  31,  2004,  2003 and 2002,
respectively.

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

At March 31, 2004 and 2003,  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,
2004,  2003  and  2002,  amounting  to  approximately  $604,000,  $666,000,  and
$607,000,  respectively,  have not been  recognized.  As of March 31, 2004,  the
aggregate  share of net losses not  recognized  by the  Partnership  amounted to
$3,477,000.



                                       28
<PAGE>



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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2004, 2003 and 2002





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


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
                                                          ----------------------------------------------------
                                                               2004              2003               2002
                                                          ---------------   ---------------    ---------------

<S>                                                     <C>               <C>                <C>
Investments per balance sheet, beginning of period      $      2,675,025  $      3,494,236   $      4,391,885
Distributions received from limited partnerships                  (5,303)          (13,937)           (21,425)
Equity in losses of limited partnerships                        (330,980)         (752,095)          (823,047)
Impairment loss                                                 (744,836)                -                  -
Amortization  of  capitalized  acquisition  fees and
  costs                                                          (47,184)          (53,179)           (53,177)
                                                          ---------------   ---------------    ---------------

Investments per balance sheet, end of period            $      1,546,722  $      2,675,025   $      3,494,236
                                                          ===============   ===============    ===============
</TABLE>


                                       29
<PAGE>



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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2004, 2003 and 2002




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>

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

<S>                                                                           <C>                <C>
ASSETS

Buildings and improvements, net of accumulated
   depreciation for 2003 and 2002 of $14,123,000  and
   $12,862,000, respectively.                                                 $     25,621,000   $      26,681,000
Land                                                                                 2,465,000           2,465,000
Other assets                                                                         3,068,000           2,837,000
                                                                                ---------------    ----------------

                                                                              $     31,154,000   $      31,983,000
                                                                                ===============    ================

LIABILITIES

Mortgage loans payable                                                        $     27,958,000   $      28,086,000
Due to related parties                                                                 923,000             858,000
Other liabilities                                                                    4,134,000           3,761,000
                                                                                ---------------    ----------------

                                                                                    33,015,000          32,705,000
                                                                                ---------------    ----------------

PARTNERS' EQUITY (DEFICIT)

WNC California Housing Tax Credits II, L.P.                                         (1,767,000)           (727,000)
Other partners                                                                         (94,000)              5,000
                                                                                ---------------    ----------------

                                                                                    (1,861,000)           (722,000)
                                                                                ---------------    ----------------

                                                                              $     31,154,000   $      31,983,000
                                                                                ===============    ==================
</TABLE>


                                       30
<PAGE>




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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2004, 2003 and 2002




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

                   COMBINED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                 2003                2002               2001
                                                            ---------------     ---------------    ---------------

<S>                                                       <C>                 <C>                <C>
Revenues                                                  $      3,954,000    $      3,448,000   $      3,282,000
                                                            ---------------     ---------------    ---------------

Expenses:
  Operating expenses                                             2,901,000           2,735,000          2,515,000
  Interest expense                                                 882,000             899,000            909,000
  Depreciation and amortization                                  1,294,000           1,302,000          1,292,000
                                                            ---------------     ---------------    ---------------

   Total expenses                                                5,077,000           4,936,000          4,716,000
                                                            ---------------     ---------------    ---------------

Net loss                                                  $     (1,123,000)   $     (1,488,000) $      (1,434,000)
                                                            ===============     ===============    ===============

Net loss allocable to the Partnership                     $     (1,032,000)   $     (1,422,000) $      (1,385,000)
                                                            ===============     ===============    ===============

Net loss recorded by the Partnership                      $       (331,000)   $       (752,000) $        (823,000)
                                                            ===============     ===============    ===============
</TABLE>

Certain Local Limited  Partnerships  have incurred  operating losses and/or have
working  capital  deficiencies.  In the event these Local  Limited  Partnerships
continue to incur significant operating losses, additional capital contributions
by the  Partnership  and/or the Local General Partner may be required to sustain
the  operations  of such  Local  Limited  Partnerships.  If  additional  capital
contributions are not made when they are required, the Partnership's  investment
in certain of such Local Limited  Partnerships  could be impaired,  and the loss
and recapture of the related tax credits could occur.

The report of the independent  certified public  accountants with respect to the
financial  statements of one Local  Limited  Partnership  expressed  substantial
doubt as to the Local  Limited  Partnerships'  ability  to  continue  as a going
concern.  The  Partnership  had no remaining  investment  in such Local  Limited
Partnership at March 31, 2004 and 2003. The Partnership's original investment in
the Local Limited  Partnership  approximated  $1,278,000.  Through  December 31,
2003, 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.  Additionally,  the recapture of the
related tax credits  could  occur.  As of  December  31, 2003 and 2002,  the net
carrying  value of such  property on the books and records of the Local  Limited
Partnership totaled $1,930,000 and $2,044,000, respectively.

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




                                       31
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2004, 2003 and 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 $1,168,407 and
          $991,030  as  of  March  31,  2004  and  2003,  respectively.  Of  the
          accumulated  amortization  recorded on the balance  sheet at March 31,
          2004,  $130,193,  $26,625,  and  $102,083 of the  related  expense was
          reflected as equity in losses of limited partnerships during the years
          ended  March 31,  2004,  2003 and 2002  respectively,  to  reduce  the
          respective  net  acquisition  fee  component of  investments  in Local
          Limited  Partnerships  to zero for those  Local  Limited  Partnerships
          which would otherwise be below a zero balance.

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

          An annual  management fee equal to 0.5% of the invested  assets of the
          Local  Limited  Partnerships,  including the  Partnership's  allocable
          share of the mortgages,  for the life of the  Partnership.  Management
          fees of $210,084  were  incurred  during each of the years ended March
          31, 2004, 2003 and 2002, of which $29,500,  $25,000,  and $28,750 were
          paid  during  the  years  ended  March  31,   2004,   2003  and  2002,
          respectively.

          The  Partnership  reimbursed the General Partner or its affiliates for
          operating  expenses  incurred on behalf of the Partnership.  Operating
          expense  reimbursements  was  approximately,  $25,600  during the year
          ended March 31, 2004.

          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. No such fee was incurred for the three year period ended March
          31, 2004.

          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 $27,198,  $25,805
          and  $24,764  for the  years  ended  March  31,  2004,  2003 and 2002,
          respectively.
<TABLE>
<CAPTION>
The accrued fees and expenses due to General Partner and affiliates consist of the following:

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

                                                                             2004              2003
                                                                         --------------    --------------

<S>                                                                    <C>               <C>
Reimbursement for expenses paid by the General Partner
  or an affiliate                                                      $         1,857   $         1,890

Accrued asset management fees                                                1,995,238         1,814,654
                                                                         --------------    --------------

                                                                       $     1,997,095   $     1,816,544
                                                                         ==============    ==============
</TABLE>
The General  Partner does not anticipate that these accrued fees will be paid in
full until such time as capital reserves are in excess of the future foreseeable
working capital requirements of the Partnership.


                                       32
<PAGE>



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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Years Ended March 31, 2004, 2003 and 2002


<TABLE>
<CAPTION>

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

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

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

               2004
               ----

<S>                                   <C>                <C>                 <C>                 <C>
Income                                $          1,000   $           2,000   $              -    $         34,000

Operating expenses                             (71,000)            (80,000)           (65,000)           (812,000)

Equity in losses of limited
     partnerships                             (150,000)           (267,000)          (137,000)            223,000

Net Loss                                      (220,000)           (345,000)          (202,000)           (555,000)

Net Loss available to limited
     partners                                 (218,000)           (341,000)          (200,000)           (550,000)

Net Loss per limited partner unit                  (12)                (19)               (11)                (31)

               2003
               ----

Income                                $          1,000   $           4,000   $          1,000    $              -

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

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

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

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

Net Loss per limited partner unit                  (13)                (13)               (13)                (19)
</TABLE>


                                       33
<PAGE>




Item 9. Changes in and  Disagreements  With  Accountants  on  Accounting  and
           Financial Disclosure
NOT APPLICABLE

Item 9a. Controls and Procedures

As of the end of the period covered by this report,  the  Partnership's  General
Partner, under the supervision and with the participation of the Chief Executive
Officer and Chief Financial  Officer of Associates  carried out an evaluation of
the effectiveness of the Fund's "disclosure  controls and procedures" as defined
in  Securities  Exchange  Act of 1934  Rule  13a-15  and  15d-15.  Based on that
evaluation,  the Chief Executive  Officer and Principal  Financial  Officer have
concluded  that  as of  the  end of the  period  covered  by  this  report,  the
Partnership's  disclosure controls and procedures were adequate and effective in
timely  alerting  them  to  material  information  relating  to the  Partnership
required to be included in the Partnership's periodic SEC filings.

Changes  in  internal  controls.  There  were no  changes  in the  Partnership's
internal control over financial reporting that occurred during the quarter ended
March 31, 2004 that materially affected,  or are reasonably likely to materially
affect, the Partnership's internal control over financial reporting.

PART III.

Item 10. Directors and Executive Officers of the Registrant

(a)   Identification of Directors, (b) Identification of Executive Officers, (c)
      --------------------------------------------------------------------------
      Identification of Certain Significant Employees, (d) Family Relationships,
      --------------------------------------------------------------------------
      and (e) Business Experience
      ---------------------------

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

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

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

Wilfred N.  Cooper,  Sr.,  age 73, is the founder  and  Chairman of the Board of
Directors of Associates,  a Director of WNC Capital  Corporation,  and a general
partner in some of the  partnerships  previously  sponsored  by  Associates  Mr.
Cooper has been actively involved in the affordable housing industry since 1968.
Previously,  during 1970 and 1971,  he was  founder and a principal  of Creative
Equity  Development  Corporation,  a predecessor of Associates,  and of Creative
Equity Corporation, a real estate investment firm. For 12 years before that, Mr.
Cooper was employed by Rockwell International  Corporation,  last serving as its
manager  of  housing  and urban  developments  where he had  responsibility  for
factory-built  housing  evaluation and project  management in urban planning and
development.  He has testified before committees of the U.S. Senate and the U.S.
House  of  Representatives.  Mr.  Cooper  is a Life  Director  of  the  National
Association of Home Builders and a National  Trustee for NAHB's Political Action
Committee,  and the Chairman of NAHB's Multifamily  Council. He is a Director of
the National Housing Conference and a member of NHC's Executive Committee, and a
founder and Director of the California Housing Consortium.  He is the husband of
Kay Cooper and the father of Wilfred N. Cooper,  Jr. Mr. Cooper  graduated  from
Pomona College in 1956 with a Bachelor of Arts degree.


                                       34
<PAGE>

Wilfred  N.  Cooper,  Jr.,  age  41,  is  President,  Chief  Executive  Officer,
Secretary,  a Director and a member of the Acquisition  Committee of Associates.
He is President of, and a registered  principal  with, WNC Capital  Corporation,
and is a Director of WNC  Management,  Inc. He has been  involved in real estate
investment  and  acquisition  activities  since 1988 when he joined  Associates.
Previously, he served as a Government Affairs Assistant with Honda North America
in Washington,  D.C. Mr. Cooper is a member of the Editorial  Advisory Boards of
Affordable  Housing  Finance and LIHC Monthly  Report,  a Steering Member of the
----------------------------     --------------------
Housing Credit Group of the National Association of Home Builders,  an Alternate
Director  of  NAHB,  a  member  of the  Advisory  Board  of the New  York  State
Association for Affordable Housing and a member of the Urban Land Institute.  He
is the son of Wilfred Cooper,  Sr. and Kay Cooper. Mr. Cooper graduated from The
American University in 1985 with a Bachelor of Arts degree.

David N. Shafer,  age 51, is Executive Vice President,  a Director,  Director of
Asset Management and a member of the Acquisition Committee of Associates,  and a
Director and Secretary of WNC Management, Inc. Mr. Shafer has been active in the
real estate  industry  since 1984.  Before  joining  Associates  in 1990, he was
engaged as an attorney in the private  practice of law with a specialty  in real
estate and taxation.  Mr.  Shafer is a Director and President of the  California
Council of Affordable Housing, and a member of the State Bar of California.  Mr.
Shafer graduated from the University of California at Santa Barbara in 1978 with
a Bachelor of Arts  degree,  from the New  England  School of Law in 1983 with a
Juris Doctor degree cum laude and from the  University of San Diego in 1986 with
a Master of Law degree in Taxation.

Sylvester  P.  Garban,   age  58,  is  Senior  Vice  President  -  Institutional
Investments  of  Associates.  Mr.  Garban  has  been  involved  in  real  estate
investment  activities since 1978. Before joining  Associates in 1989, he served
as  Executive  Vice  President  with MRW,  Inc., a real estate  development  and
management  firm.  Mr.  Garban  is a  member  of  the  National  Association  of
Affordable Housing Lenders and the Financial Planning Association.  He graduated
from  Michigan  State  University  in 1967 with a Bachelor of Science  degree in
Business Administration.

Thomas J. Riha, age 48, is Senior Vice President - Chief Financial Officer and a
member of the Acquisition Committee of Associates and President, Treasurer and a
Director of WNC Management, Inc. He has been involved in real estate acquisition
and investment  activities  since 1979.  Before joining  Associates in 1994, Mr.
Riha was  employed  by Trust  Realty  Advisor,  a real  estate  acquisition  and
management  company,  last  serving  as Vice  President  -  Operations.  He is a
Director  of the Task  Force on Housing  Credit  Certification  of the  National
Association  of Home Builders.  Mr. Riha  graduated  from the  California  State
University,  Fullerton  in 1977  with a  Bachelor  of Arts  degree  cum laude in
Business  Administration  with a concentration  in Accounting and is a Certified
Public  Accountant  and a member of the American  Institute of Certified  Public
Accountants.

David C. Turek,  age 49, is Senior Vice President - Originations  of Associates.
His  experience  with real estate  investments  and finance has continued  since
1976, and he has been employed by Associates since 1996.  Previously,  from 1995
to 1996,  Mr.  Turek served as a  consultant  for a national tax credit  sponsor
where he was  responsible  for on-site  feasibility  studies  and due  diligence
analyses of tax credit properties. From 1992 to 1995 he served as Executive Vice
President for Levcor, Inc., a multi-family development company, and from 1990 to
1992 he served as Vice President for the Paragon Group where he was  responsible
for tax credit development activities.  He is a Director of the National Housing
and Rehabilitation  Association,  the Rural Rental Housing Association of Texas,
and the Alabama Council of Affordable  Rental Housing.  Mr. Turek graduated from
Southern Methodist University in 1976 with a Bachelor of Business Administration
degree.

Michael J. Gaber,  age 38, is Senior Vice President - Acquisitions  and a member
of the Acquisition Committee of Associates.  Mr. Gaber has been involved in real
estate acquisition,  valuation and investment activities since 1989 and has been
associated  with  Associates  since 1997.  Prior to joining  Associates,  he was
involved in the valuation and  classification of major assets,  restructuring of
debt and analysis of real estate taxes with H.F.  Ahmanson & Company,  parent of
Home  Savings  of  America.  Mr.  Gaber  graduated  from  the  California  State
University,  Fullerton  in 1991 with a Bachelor  of Science  degree in  Business
Administration - Finance.


                                       35
<PAGE>

Diemmy T. Tran, age 38, is Vice President - Portfolio  Management of Associates.
She is responsible for overseeing  portfolio  management and investor  reporting
for  all  WNC  funds,  and  for  monitoring   investment  returns  for  all  WNC
institutional  funds. Ms. Tran has been involved in real estate asset management
and finance  activities for 12 years.  Prior to joining  Associates in 1998, Ms.
Tran served as senior asset manager for a national Tax Credit  sponsor and as an
asset specialist for the Resolution Trust  Corporation where she was responsible
for the disposition  and management of commercial  loan and REO portfolios.  Ms.
Tran is  licensed  as a  California  real  estate  broker.  She  graduated  from
California  State  University,  Northridge  in 1989 with a  Bachelor  of Science
degree in finance and a minor in real estate.

Kay L. Cooper, age 67, is a Director of Associates. Mrs. Cooper was the sole
proprietor of Agate 108, a manufacturer and retailer of home accessory products,
from 1975 until its sale in 1998. She is the wife of Wilfred Cooper, Sr. and the
mother of Wilfred Cooper, Jr. Ms. Cooper graduated from the University of
Southern California in 1958 with a Bachelor of Science degree.

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

     Inapplicable.

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

     Inapplicable.

(h)  Audit  Committee  Financial  Expert,  and (i)  Identification  of the Audit
     ---------------------------------------------------------------------------
     Committee
     ---------

     Neither the Partnership nor Associates has an audit committee.

(j)  Changes to Nominating Procedures
     --------------------------------

     Inapplicable

(k)  Code of Ethics
     --------------

     WNC & Associates  has adopted a Code of Ethics  which  applies to the Chief
     Executive Officer and Chief Financial Officer of WNC & Associates. The Code
     of Ethics will be provided  without  charge to any person who  requests it.
     Such requests  should be directed to: Investor  Relations at  (714)662-5565
     extension 118.

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 accrues 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, 2004, 2003 and 2002. The
     Partnership  paid the General Partner or its affiliates,  $29,500,  $25,000
     and $28,750 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 may be 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 incurred.



                                       36
<PAGE>

(c)  Operating  Expense.  The Partnership  reimbursed the General Partner or its
     affiliates for operating  expenses of approximately,  $25,600,  $30,700 and
     $28,500,   during  the  years  ended  March  31,   2004,   2003  and  2002,
     respectively.

(d)  Interest  in  Partnership.   The  General   Partners   receive  1%  of  the
     Partnership's  allocated Low Income Tax Housing Credits, which approximated
     $11,000,  $14,000 and $20,000  for the General  Partners  for the tax years
     ended December 31, 2003, 2002 and 2001, respectively.  The General Partners
     is also entitled to receive a percentage of cash distributions.  There were
     no  distributions  of cash to the General  Partners  during the years ended
     March 31, 2004, 2003 and 2002.





                                       37
<PAGE>


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

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

          The Partnership has no compensation plans under which interests in the
          Partnership are authorized for issuance.

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

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

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

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

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

          The  management  and control of the General  Partner and of Associates
          and their  affiliates  may be changed at any time in  accordance  with
          their  respective  organizational  documents,  without  the consent or
          approval  of  the  Limited  Partners.  In  addition,  the  Partnership
          Agreement  provides for the  admission of one or more  additional  and
          successor General Partners in certain circumstances.

          First,   with  the  consent  of  any  other  General  Partners  and  a
          majority-in-interest  of the Limited Partners, any General Partner may
          designate  one or more persons to be successor or  additional  General
          Partners. In addition, any General Partner may, without the consent of
          any other General Partner or the Limited  Partners,  (i) substitute in
          its  stead as  General  Partner  any  entity  which  has,  by  merger,
          consolidation or otherwise,  acquired substantially all of its assets,
          stock or other evidence of equity interest and continued its business,
          or (ii) cause to be admitted to the Partnership an additional  General
          Partner or  Partners if it deems such  admission  to be  necessary  or
          desirable so that the Partnership will be classified a partnership for
          Federal income tax purposes.  Finally, a  majority-in-interest  of the
          Limited  Partners  may at any time remove the  General  Partner of the
          Partnership and elect a successor General Partner.

Item 13.  Certain Relationships and Related Transactions

The General Partner manages all of the Partnership's  affairs.  The transactions
with  the  General  Partner  are  primarily  in the  form  of  fees  paid by the
Partnership for services rendered to the Partnership, reimbursement of expenses,
and the General Partner's  interest in the Partnership,  as discussed in Item 11
and in the notes to the Partnership's financial statements.

Item 14. Principal Accountant Fees and Services

The following is a summary of fees paid to the Fund's  independent  auditors for
the years ended March 31:

                                             2004                2003
                                        ---------------     ---------------

Audit Fees                            $         17,925     $        17,372
Audit-related Fees                                   -                   -
Tax Fees                                         1,625               1,500
All Other Fees                                       -                   -
                                        ---------------     ---------------
TOTAL                                 $         19,550     $        18,872
                                        ===============     ===============

The  Partnership  has no Audit  Committee.  All audit services and any permitted
non-audit services performed by the Fund's independent  auditors are preapproved
by the General Partner.


                                       38
<PAGE>


PART IV.

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

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

          Report of  Independent  Registered  Public  Accounting  Firm - Reznick
            Fedder & Silverman
          Report of Independent Registered Public Accounting Firm - BDO Seidman,
            LLP
          Balance Sheets, as of March 31, 2004 and 2003
          Statements of Operations for the years ended March 31, 2004,  2003 and
            2002
          Statements of Partners'  Equity (Deficit) for the yearsended March 31,
            2004, 2003 and 2002
          Statements of Cash Flows for the years ended March 31, 2004,  2003 and
            2002

          Notes to Financial Statements

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

          Report of Independent  Registered  Public Accounting Firm on Financial
            Statement Schedules - Reznick Fedder & Silverman
          Report of Independent  Registered  Public Accounting Firm on Financial
            Statement Schedules - BDO Seidman, LLP
          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.

31.1      Certification  of the  Principal  Executive  Officer  pursuant to Rule
          13a-14  and  15d-14,  as  adopted  pursuant  to  section  302  of  the
          Sarbanes-Oxley Act of 2002. (filed herewith)

31.2      Certification  of the  Principal  Financial  Officer  pursuant to Rule
          13a-14  and  15d-14,  as  adopted  pursuant  to  section  302  of  the
          Sarbanes-Oxley Act of 2002. (filed herewith)

32.1      Section 1350  Certification  of the Chief  Executive  Officer.  (filed
          herewith)

32.2      Section 1350  Certification  of the Chief  Financial  Officer.  (filed
          herewith)

99.1      Amended  and  Restated  Agreement  of  Limited  Partnership  of Orland
          Associates  dated June 15,  1991  filed as  exhibit  10.1 to Form 10-K
          dated December 31, 1992 is hereby  incorporated herein by reference as
          exhibit 99.1.

99.2      Amended and Restated Agreement of Limited Partnership of Ukiah Terrace
          a California Limited  Partnership dated June 15, 1991 filed as exhibit
          10.2 to Form 10-K  dated  December  31,  1992 is  hereby  incorporated
          herein by reference as exhibit 99.2.

99.3      Amended and  Restated  Agreement of Limited  Partnership  of Northwest
          Tulare  Associates  dated July 3, 1991  filed as exhibit  10.3 to Form
          10-K  dated  December  31,  1992  is  hereby  incorporated  herein  by
          reference as exhibit 99.3.

99.4      Second Amended and Restated Agreement of Limited  Partnership of Yucca
          Warren Vista,  Ltd.  dated July 15, 1991 filed as exhibit 10.4 to Form
          10-K  dated  December  31,  1992  is  hereby  incorporated  herein  by
          reference as exhibit 99.4.


                                       39
<PAGE>

99.5      Amended and  Restated  Agreement  of Limited  Partnership  of Woodlake
          Garden  Apartments  dated July 17, 1991 filed as exhibit  10.5 to Form
          10-K  dated  December  31,  1992  is  hereby  incorporated  herein  by
          reference as exhibit 99.5.

99.6      Amended and  Restated  Agreement  of Limited  Partnership  of 601 Main
          Street Investors dated December 22, 1991 filed as exhibit 10.6 to Form
          10-K  dated  December  31,  1992  is  hereby  incorporated  herein  by
          reference as exhibit 99.6.

99.7      Amended  and  Restated   Agreement  of  Limited   Partnership  of  ADI
          Development  Partners  dated  January 2, 1992 filed as exhibit 10.7 to
          Form 10-K dated  December  31, 1992 is hereby  incorporated  herein by
          reference as exhibit 99.7.

99.8      Amended  and  Restated  Agreement  of Limited  Partnership  of Bayless
          Garden Apartment Investors dated January 2, 1992 filed as exhibit 10.8
          to Form 10-K dated December 31, 1992 is hereby  incorporated herein by
          reference as exhibit 99.8.

99.9      Third Amended and Restated  Agreement of Limited  Partnership  of Twin
          Pines Apartment Associates dated January 2, 1992 filed as exhibit 10.9
          to Form 10-K dated December 31, 1992 is hereby  incorporated herein by
          reference as exhibit 99.9.

99.10     Amended and Restated  Agreement of Limited  Partnership  of Blackberry
          Oaks,  Ltd. dated January 15, 1992 filed as exhibit 10.10 to Form 10-K
          dated December 31, 1992 is hereby  incorporated herein by reference as
          exhibit 99.10.

99.11     Amended  and  Restated  Agreement  of  Limited  Partnership  of  Mecca
          Apartments  II dated  January 15, 1992 filed as exhibit  10.11 to Form
          10-K  dated  December  31,  1992  is  hereby  incorporated  herein  by
          reference as exhibit 99.11.

99.12     Amended and Restated Agreement of Limited  Partnership of Silver Birch
          Limited  Partnership dated November 23, 1992 filed as exhibit 10.12 to
          Form 10-K dated  December  31, 1992 is hereby  incorporated  herein by
          reference as exhibit 99.12.

99.13     Amended  and  Restated  Agreement  of Limited  Partnership  of Jacob's
          Square dated  January 2, 1992 filed as exhibit 10.1 to Form 10-K dated
          December  31,  1993 is  hereby  incorporated  herein by  reference  as
          exhibit 99.13.

99.14     Amended and Restated Limited Partnership  Agreement of Nevada Meadows,
          A California  Limited  Partnership  as exhibit 10.2 to Form 10-K dated
          December  31,  1993 is  hereby  incorporated  herein by  reference  as
          exhibit 99.14.

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

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

99.17     Financial  Statements  of Mecca  Apartments  II,  for the years  ended
          December 31, 2003 and 2002 together with Independent  Auditors' Report
          thereon; a significant subsidiary of the Partnership. (filed herewith)

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


                                       40
<PAGE>


      REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON FINANCIAL
                               STATEMENT SCHEDULES


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


The audits  referred to in our report  dated June 24, 2004  relating to the 2004
financial  statements  of  WNC  California  Housing  Tax  Credits  II,  L.P.  (a
California Limited Partnership) (the "Partnership"), which are contained in Item
8 of this Form 10-K, included the audit of the accompanying  financial statement
schedule "Real Estate Owned by Local Limited  Partnerships March 31, 2004." This
financial   statement  schedule  is  the  responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion  on this  financial
statement schedule based upon our audit.

In our opinion, based upon our audit and the reports of the other auditors, such
financial statement schedule referred to above presents fairly, in all material
respects, the information set forth therein.

/s/ Reznick Fedder & Silverman

Bethesda, Maryland
June 24, 2004




                                       41
<PAGE>


Report of Independent  Registered Public Accounting Firm on Financial  Statement
                                    Schedules





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


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

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



                                              /s/  BDO SEIDMAN, LLP


Costa Mesa, California
May 15, 2003



                                       42
<PAGE>



WNC California Housing Tax Credits II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2004
<TABLE>
<CAPTION>
                                                -------------------------------  ---------------------------------------------------
                                                   As of March 31, 2004                          As of December 31, 2003
                                                ------------------------------------------------------------------------------------
                                                                                   Mortgage
                                             Total Investment      Amount of      Balances of
                                             in Local Limited    Investment Paid Local Limited   Property and  Accumulated  Net Book
      Partnership Name            Location       Partnerships        to Date      Partnerships    Equipment    Depreciation   Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>           <C>               <C>             <C>          <C>          <C>          <C>
601 Main Street                   Stockton,
Investors                         California    $ 1,656,000      $ 1,656,000     $3,933,000    $5,564,000   $2,283,000   $ 3,281,000

ADI Development                   Delhi,
Partners                          California        699,000          699,000      1,191,000     1,918,000      574,000     1,344,000

Bayless Garden                    Red Bluff,
Apartments Investors              California      1,110,000        1,110,000      1,249,000      2,594,00    1,131,000     1,463,000

Blackberry                        Lodi
Oaks, Ltd                         California        463,000          463,000      1,895,000     2,481,000      650,000     1,831,000

Jacob's                           Exeter,
Square                            California      1,324,000        1,324,000      1,559,000     2,897,000      982,000     1,915,000

Mecca                             Mecca,
Apartments II                     California      2,200,000        2,200,000      2,489,000     4,361,000    1,003,000     3,358,000

Nevada                            Grass Valley,
Meadows                           California        459,000          459,000      1,898,000     2,599,000      602,000     1,997,000

Northwest Tulare                  Ivanhoe,
Associates                        California      1,226,000        1,226,000      1,735,000     2,996,000    1,255,000     1,741,000

Orland
Associates                        Orland,
                                  California        432,000          432,000      1,692,000     2,291,000      644,000     1,647,000

Pine Gate                         Ahoskie,
Limited Partnership               California        272,000          272,000      1,428,000     1,962,000      467,000     1,495,000
</TABLE>

                                       43

<PAGE>


WNC California Housing Tax Credits II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2004
<TABLE>
<CAPTION>
                                                -------------------------------  ---------------------------------------------------
                                                   As of March 31, 2004                          As of December 31, 2003
                                                ------------------------------------------------------------------------------------
                                                                                   Mortgage
                                             Total Investment      Amount of      Balances of
                                             in Local Limited    Investment Paid Local Limited   Property and  Accumulated  Net Book
      Partnership Name            Location       Partnerships        to Date      Partnerships    Equipment    Depreciation   Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>           <C>              <C>            <C>           <C>          <C>           <C>
Silver Birch                      Huron,
Associates                        California        378,000          378,000      1,323,000     1,761,000      667,000     1,094,000

Twin Pines                        Groveland,
Apartments                        California
Associates                                        1,278,000        1,278,000      1,789,000     3,380,000    1,450,000     1,930,000

Ukiah                             Ukiah,
Terrace                           California        349,000          349,000      1,754,000     2,342,000      972,000     1,370,000

Woodlake                          Woodlake,
Garden                            California
Apartments                                          548,000          548,000      1,888,000     2,494,000      773,000     1,721,000

Yucca-Warren                      Joshua Tree,
Vista Associates                  California        520,000          520,000      2,135,000     2,569,000      670,000     1,899,000
                                                -----------      -----------    -----------   -----------  -----------   -----------

                                                $12,914,000      $12,914,000    $27,958,000   $42,209,000  $14,123,000   $28,086,000
                                                ===========      ===========    ===========   ===========  ===========   ===========
</TABLE>

                                       44
<PAGE>




WNC California Housing Tax Credits II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2004
<TABLE>
<CAPTION>
                              --------------------------------------------------------------------------------------
                                                      For the year ended December 31, 2003
                              --------------------------------------------------------------------------------------
                                                    Net Income     Year Investment                Estimated Useful
      Partnership Name          Rental Income         (Loss)          Acquired         Status       Life (Years)
--------------------------------------------------------------------------------------------------------------------
<S>                                     <C>              <C>                <C>                              <C>
601 Main Street Investors               $516,000         $(365,000)         1991       Completed                39

ADI Development Partners                 157,000           (55,000)         1991       Completed                40

Bayless Garden
Apartments Investors                     196,000           (97,000)         1992       Completed              27.5

Blackberry Oaks, Ltd.                    289,000            22,000          1992       Completed                40

Jacob's Square                           209,000          (108,000)         1993       Completed              27.5

Mecca Apartments II                      254,000          (245,000)         1993       Completed                40

Nevada Meadows                           225,000           (27,000)         1993       Completed                40

Northwest Tulare
Associates                               201,000          (111,000)         1991       Completed              27.5

Orland Associates                        301,000            44,000          1991       Completed                40

Pine Gate
Limited Partnership                      230,000           (34,000)         1994       Completed                50

Silver Birch Associates                  176,000           (17,000)         1992       Completed              27.5

Twin Pines
Apartments Associates                    180,000          (175,000)         1991       Completed              27.5

Ukiah Terrace                            209,000           (43,000)         1991       Completed              27.5

Woodlake Garden
Apartments                               365,000            66,000          1991       Completed                40

Yucca-Warren
Vista Associates, Ltd.                   318,000            22,000          1991       Completed                50
                                      ----------       ------------

                                      $3,826,000       $(1,123,000)
                                      ==========       ============
</TABLE>



                                       45
<PAGE>



WNC California Housing Tax Credits II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2003
<TABLE>
<CAPTION>
                                                -------------------------------  ---------------------------------------------------
                                                   As of March 31, 2003                          As of December 31, 2002
                                                ------------------------------------------------------------------------------------
                                                                                   Mortgage
                                             Total Investment      Amount of      Balances of
                                             in Local Limited    Investment Paid Local Limited   Property and  Accumulated  Net Book
      Partnership Name            Location       Partnerships        to Date      Partnerships    Equipment    Depreciation   Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>           <C>               <C>             <C>          <C>          <C>          <C>
601 Main Street                   Stockton,
Investors                         California    $ 1,656,000      $ 1,656,000     $3,951,000    $5,564,000   $2,085,000   $ 3,479,000

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

Bayless Garden                    Red Bluff,
Apartments Investors              California      1,110,000        1,110,000      1,258,000      2,591,00    1,038,000     1,553,000

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

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

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

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

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

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

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

                                       46

<PAGE>


WNC California Housing Tax Credits II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2003
<TABLE>
<CAPTION>
                                                -------------------------------  ---------------------------------------------------
                                                   As of March 31, 2003                          As of December 31, 2002
                                                ------------------------------------------------------------------------------------
                                                                                   Mortgage
                                             Total Investment      Amount of      Balances of
                                             in Local Limited    Investment Paid Local Limited   Property and  Accumulated  Net Book
      Partnership Name            Location       Partnerships        to Date      Partnerships    Equipment    Depreciation   Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>           <C>              <C>            <C>           <C>          <C>           <C>
Silver Birch                      Huron,
Associates                        California        378,000          378,000      1,329,000     1,718,000      607,000     1,111,000

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

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

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

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

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



                                       47
<PAGE>






WNC California Housing Tax Credits II, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2003
<TABLE>
<CAPTION>
                              --------------------------------------------------------------------------------------
                                                      For the year ended December 31, 2002
                              --------------------------------------------------------------------------------------
                                                    Net Income     Year Investment                Estimated Useful
      Partnership Name          Rental Income         (Loss)          Acquired         Status       Life (Years)
--------------------------------------------------------------------------------------------------------------------
<S>                                     <C>              <C>                <C>                              <C>
601 Main Street Investors               $512,000         $(330,000)         1991       Completed                39

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

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

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

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

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

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

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

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

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

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

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

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

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

Yucca-Warren
Vista Associates, Ltd.                   231,000           (43,000)         1991       Completed                50
                                      ----------       ------------

                                      $3,326,000       $(1,488,000)
                                      ==========       ============
</TABLE>


                                       48
<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
                                                ------------------------------------------------------------------------------------
                                                                                   Mortgage
                                             Total Investment      Amount of      Balances of
                                             in Local Limited    Investment Paid Local Limited   Property and  Accumulated  Net Book
      Partnership Name            Location       Partnerships        to Date      Partnerships    Equipment    Depreciation   Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>           <C>               <C>             <C>          <C>          <C>          <C>
601 Main Street                   Stockton,
Investors                         California    $ 1,656,000      $ 1,656,000     $3,967,000    $5,562,000   $1,889,000   $ 3,673,000

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

Bayless Garden                    Red Bluff,
Apartments Investors              California      1,110,000        1,110,000      1,268,000      2,580,00      943,000     1,637,000

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

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

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

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

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

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

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

                                       49
<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
                                                ------------------------------------------------------------------------------------
                                                                                   Mortgage
                                             Total Investment      Amount of      Balances of
                                             in Local Limited    Investment Paid Local Limited   Property and  Accumulated  Net Book
      Partnership Name            Location       Partnerships        to Date      Partnerships    Equipment    Depreciation   Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>           <C>              <C>            <C>           <C>          <C>           <C>
Silver Birch                      Huron,
Associates                        California        378,000          378,000      1,334,000     1,714,000      549,000     1,165,000

Twin Pines                        Groveland,
Apartments                        California
Associates                                        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                          Woodlake,
Garden                            California
Apartments                                          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>


                                       50

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


                                       51
<PAGE>





                                   SIGNATURES


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

WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.

By:      WNC & Associates, Inc.,
         General Partner

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

Date:  August 30, 2004

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


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

Date:  August 30, 2004


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

Date:  August 30, 2004


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

Date:  August 30, 2004

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

Date:  August 30, 2004




                                       52
<PAGE>