FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)

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

For the fiscal year ended December 31, 1997

                                       OR

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

For the transition period from ________ to ___________

Commission file number: 0-20056


                   WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.

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

California                                                   33-0433017

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

                                                            (714) 662-5565

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

Title of Securities                                Exchanges on which Registered

NONE                                                         NONE



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

NONE


<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





                       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>


Item 1.  Business

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

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

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

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


Description of Business
-----------------------

The  Partnership's  principal  business  objective  is to  provide  its  Limited
Partners with Low Income Housing Credits.  The Partnership's  principal business
therefore   consists  of  investing  as  a  limited  partner  in  Local  Limited
Partnerships each of which will own and operate an apartment complex ("Apartment
Complex")  which will  qualify for the Low Income  Housing  Credit.  In general,
under Section 42 of the Internal  Revenue  Code, an owner of low-income  housing
can receive  the Low Income  Housing  Credit to be used  against  Federal  taxes
otherwise due in each year of a ten year period. In general, under Section 17058
of the California  Revenue and Taxation Code, an owner of low-income housing can
receive  the Low  Income  Housing  Credit to be used  against  California  taxes
otherwise  due in each year of a four year  period.  The  Apartment  Complex  is
subject to a fifteen-year compliance period(the "Compliance Period").

In general,  in order to avoid  recapture  of Low Income  Housing  Credits,  the
Partnership  does  not  expect  that  it  will  dispose  of  its  Local  Limited
Partnership  Interests or approve the sale by a Local Limited Partnership of any
Apartment Complex prior to the end of the applicable 15 year Compliance  Period.
Because of (i) the nature of the  Apartment  Complexes,  (ii) the  difficulty of
predicting  the  resale  market  for  low-income  housing 15 or more year in the

                                       3
<PAGE>

future, and (iii) the inability of the Partnership to directly cause the sale of
Apartment  Complexes by the general  partners of the  respective  Local  Limited
Partnerships  ("Local  General  Partners"),  but generally  only to require such
Local General  Partners to use their respective best efforts to find a purchaser
for the Apartment Complexes,  it is not possible at this time to predict whether
the  liquidation  of  substantially  all of the  Partnership's  assets  and  the
disposition  of the  proceeds,  if  any,  in  accordance  with  the  Partnership
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 an Apartment  Complex,
it is anticipated that the Local General Partner will either continue to operate
such Apartment  Complex or take such other actions as the Local General  Partner
believes  to be in the  best  interest  of the  Local  Limited  Partnership.  In
addition,  circumstances  beyond the  control of the  General  Partner may occur
during the Compliance  Period which would require the Partnership to approve the
disposition of an Apartment Complex prior to the end thereof.

As of  December  31,  1997,  CHTC  II has  invested  in  fifteen  Local  Limited
Partnerships.  Each of these Local Limited Partnerships own an Apartment Complex
that is eligible for the Federal Low Income Housing Credit.  Twelve of the these
fifteen  Apartment  Complexes are eligible for the California Low Income Housing
Credit.  All of the Local  Limited  Partnerships  also benefit  from  government
programs promoting low or moderate income housing.

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

                                       4
<PAGE>

Each of the Local Limited  Partnerships has received  financial  assistance from
the FmHA.  The  Partnership's  ability to exercise the voting rights  granted it
under the Local Limited Partnership Agreements and to transfer its Local Limited
Partnership  Interests is subject to restrictions  which would not be present if
assistance  were  received.  In this regard,  FmHA  approval  generally  will be
required in connection with the removal of a Local General Partner,  the sale of
an Apartment Complex or the sale of a Local Limited  Partnership  Interest.  Any
such approval may be withheld upon the discretion of FmHA.

As of December 31, 1997,  the fifteen  Apartment  Complexes  acquired by CHTC II
were  completed and in operation.  The  Apartment  Complexes  owned by the Local
Limited  Partnerships  in which CHTC II has  invested  were  developed  by Local
General Partners who acquired the sites and applied for applicable mortgages and
subsidies.  CHTC II became the principal  limited partner in these Local Limited
Partnerships  pursuant  to  arm's-length  negotiations  with the  Local  General
Partner.  As a limited  partner,  CHTC II liability for obligations of the Local
Limited  Partnership is limited to its investment.  The Local General Partner of
the  Local  Limited   Partnership   retains   responsibility   for   developing,
constructing, maintaining, operating and managing the Apartment Complex.

The  following  is a schedule  of the status as of  December  31,  1997,  of the
fifteen Apartment Complexes owned by Local Limited Partnerships in which CHTC II
is a limited partner.


The  following  is a schedule  of the status as of  December  31,  1997,  of the
fifteen  Apartment  Complexes owned by Local  Partnerships in which CHTC II is a
limited partner.


                                       5
<PAGE>

<TABLE>
<CAPTION>

                                      SCHEDULE OF PROJECTS OWNED BY LOCAL PARTNERSHIPS
                                         IN WHICH THE PARTNERSHIP HAS AN INVESTMENT
                                                   AS OF DECEMBER 31, 1997

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

601 Main Street Investors                    156                156                   147                      94
  Stockton, California
ADI Development Partners, Ltd.                31                 31                    29                      94
  Delhi, California
Bayless Garden Apartments                     46                 46                    44                      95
  Red Bluff, California
Blackberry Oaks, Ltd.                         42                 42                    41                      98
  Lodi, California
Jacob's Square                                45                 45                    44                      98
Exeter, California
Mecca Apartments II                           60                 60                    56                      93
  Mecca, California
Nevada Meadows                                34                 34                    34                     100
Grass Valley, California
Northwest Tulare Associates                   54                 54                    50                      93
  Ivanhoe, California
Orland Associates, Ltd.                       39                 39                    39                     100
  Orland, California
Pinegate                                      56                 56                    56                     100
  Ahoskie, North Carolina
Silver Birch                                  35                 35                    33                      94
  Huron, California
Twin Pines Apartments Association             39                 39                    30                      77
  Groveland, California
Ukiah Terrace                                 42                 42                    42                     100
  Ukiah, California
Woodlake Garden Apts.                         48                 48                    47                      98
  Woodlake, California
Yucca Warren Vista, Ltd.                      50                 50                    47                      94
  Joshua Tree, California
                                             ---                ---                   ---                     ---
TOTAL                                        777                777                   739                      95
                                             ===                ===                   ===                      ==
                                            
</TABLE>

Item 2.  Properties

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

Item 3.  Legal Proceedings

         NONE

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

         NONE


                                       6


<PAGE>

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


The  Units are not  traded on a public  exchange  but are being  sold  through a
public  offering.  It is not anticipated that any public market will develop for
the  purchase  and sale of any  Unit.  Units  can be  assigned  only if  certain
requirements  in  CHTC  II's  Agreement  of  Limited  Partnership  ("Partnership
Agreement") are satisfied.

At December 31, 1997,  there were 1,273  registered  holders of Units in CHTC II
("Limited  Partners").   The  Partnership  was  not  designed  to  provide  cash
distributions  to Limited  Partners in  circumstances  other than refinancing or
disposition  of its  investments  in Local  Partnerships.  The Limited  Partners
invested in the Partnership received Housing Tax Credits per Limited Partnership
Interest as follows:

                                1997             1996
                                ----             ----
         Federal                $117             $116
         California               27               37
                                ----             ----
         Total                  $144             $153
                                ====             ====

Item 6.  Selected Financial Data


<TABLE>
<CAPTION>
                                                            Year Ended December 31,
                                 1997              1996              1995              1994               1993
                                 ----              ----              ----              ----               ----
<S>                            <C>              <C>               <C>                <C>              <C>

Revenues                           $13,218           $24,231           $52,399            $61,226          $133,580

Partnership operating
expenses                          (298,207)         (289,038)         (306,261)          (403,236)         (210,562)

Equity in loss of
Local Partnerships              (1,155,586)       (1,128,793)       (1,579,652)        (1,194,095)       (1,081,114)
                                ----------        ----------        ----------         ----------        ----------

Net loss                       $(1,440,575)      $(1,393,600)      $(1,833,514)       $(1,536,105)      ($1,158,096)
                                ===========       ===========       ===========        ===========       ===========


Net loss per Limited
Partnership interest                  $(80)             $(78)            $(102)              $(86)             $(65)
                                       ===               ===              ====                ===               ===

Total assets                    $7,668,973        $8,976,925       $10,788,485        $12,876,510       $16,332,339
                                ==========        ==========       ===========        ===========       ===========

Net investment in
Limited Partnerships            $7,291,595        $8,447,282        $9,640,622        $11,178,031       $12,182,746
                                ==========        ==========        ==========        ===========       ===========
</TABLE>


                                       7
<PAGE>

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

 
Liquidity and Capital Resources
-------------------------------

Since inception,  the Partnership has received $17,726,000 in cash from the sale
of  Units.  Substantially  all of the  $17,726,000  has  been  committed  to the
purchase  price and  acquisition  fees and costs of investments in Local Limited
Partnerships,  reserves and expenses of the offering. Although not presently the
case, the  Partnership  previously had identified its  investments in advance of
receipt of sufficient cash capital to fund the  investments.  As of December 31,
1997,  the  Partnership  had  made  capital   contributions   to  Local  Limited
Partnerships in the amount of approximately $12,914,000.

As of December  31, 1997 and 1996 the  Partnership  was  indebted to the General
Partner or affiliates in the amounts of approximately $836,300 and $703,700. The
component items of such indebtedness  were as follows:  accrued asset management
fees of  approximately  $834,900 and  $699,800,  respectively,  and advances for
operation expense of $1,400 and $3,900, respectively.

Overall,  as reflected in its Statement of Cash Flows, the Partnership had a net
decrease in cash and cash equivalents of  approximately  $139,800 for the period
ended  December 31, 1997.  This decrease in cash resulted from uses by investing
activities,  and from operations.  Cash used by investing  activities  consisted
primarily of capital  contributions  to limited  partnerships  of  approximately
$75,500  and cash  provided  by  investing  activities  consisted  of cash  from
distributions  of $22,400 from Local Limited  Partnerships and the collection of
loans receivable of $8,500. Cash provided by operating  activities  consisted of
interest  income.  Cash used in  operating  activities  consisted  primarily  of
payments for  operating  fees and  expenses.  The major  components of all these
activities are discussed in greater detail below.


Overall,  as reflected in its Statement of Cash Flows, the Partnership had a net
decrease in cash and cash equivalents of  approximately  $596,400 for the period
ended December 31, 1996.  This decrease in cash resulted  primarily from uses by
investing  activities,  and secondarily from operations.  Cash used by investing
activities consisted of capital contributions to limited  partnerships,  changes
in loans receivable of approximately  $555,000 and $6,600  respectively and cash
provided  by  investing  activities  from  distributions  of $11,300  from Local
Limited Partnerships.  Cash provided and used by the operating activities of the
Partnership  was  minimal  compared  to  its  other  activities.  Cash  provided
consisted  primarily  of  interest  received  on cash  deposits  and  cash  used
consisted  primarily  of payments for  operating  fees and  expenses.  The major
components of all these activities are discussed in greater detail below.

                                       8
<PAGE>

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

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

Subsequent  to the close of its public  offering,  the  Partnership  established
working capital  reserves of  approximately  3.1% of capital  contributions  (or
approximately  $546,000,  an amount which is  anticipated  to be  sufficient  to
satisfy general working capital and administrative  expense  requirements of the
Partnership  including  payment of the asset  management fee as well as expenses
attendant to the preparation of tax returns and reports to the limited  partners
and other investor servicing obligations of the Partnership.  To the extent that
working capital  reserves are  insufficient to satisfy the cash  requirements of
the Partnership, it is anticipated that additional funds would be sought through
bank loans or other institutional  financing. The General Partner may also apply
any cash  distributions  received from the Local Limited  Partnerships  for such
purposes or to replenish or increase working capital reserves.

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

                                       9
<PAGE>

Results of Operations
---------------------

As reflected on its  Statements of  Operations,  the  Partnership  had losses of
$1,440,575,  1,393,600  and  1,833,514  for December  31,  1997,  1996 and 1995,
respectively. The component items of revenue and expense are discussed below.

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

Expenses. The most significant component of operating expenses is expected to be
the Asset Management Fee. The Asset Management Fees is equal to 0.5% of Invested
asset in local Limited  Partnerships:  accordingly  the amount to be incurred in
the future is a function of the level of such invested assets (i.e.,  the sum of
the Partnerships'  capital  contributions to the Local Limited Partnerships plus
the Partnership's share of the debts related to the Apartment Complexes owned by
such  Local  Limited  Partnerships).  The annual  management  fee  incurred  was
approximately $210,000, $210,000, and $200,000, for the years ended December 31,
1997, 1996 and 1995, respectively.

Amortization  expense consists of the amortization  over a period of 30 years of
the Acquisition Fee and other expenses  attributable to the acquisition of Local
Limited Partnership Interests.

Office expense consists of the Partnership's  administrative  expenses,  such as
accounting and legal fees, bank charges and investor reporting expenses.

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


                                       10
<PAGE>

Item 8.  Financial Statements and Supplementary Data















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

                              FINANCIAL STATEMENTS

                               For The Years Ended
                        December 31, 1997, 1996 and 1995

                                      with

                      INDEPENDENT AUDITORS' REPORT THEREON







                                       11
<PAGE>






                          INDEPENDENT AUDITORS' REPORT



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


We have audited the  accompanying  balance sheets of WNC California  Housing Tax
Credits II, L.P. (a California  Limited  Partnership) (the  "Partnership") as of
December 31, 1997 and 1996, and the related statements of operations,  partners'
equity  (deficit) and cash flows for the years ended December 31, 1997, 1996 and
1995. These financial  statements are the  responsibility  of the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits. We did not audit the financial statements of the
limited  partnerships in which WNC California  Housing Tax Credits II, L.P. is a
limited  partner.  These  investments,  as discussed in Note 2 to the  financial
statements,  are accounted for by the equity  method.  The  investments in these
limited  partnerships  represented  95%  and  94% of  the  total  assets  of WNC
California  Housing  Tax  Credits  II,  L.P.,  at  December  31,  1997 and 1996,
respectively.  The financial statements of the limited partnerships were audited
by other  auditors  whose  reports  have been  furnished to us, and our opinion,
insofar as it relates to the amounts included for these limited partnerships, is
based solely on the reports of the other auditors.

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

In our opinion,  based on our audits and the reports of the other auditors,  the
financial statements referred to above present fairly, in all material respects,
the  financial  position  of WNC  California  Housing  Tax  Credits  II, L.P. (a
California  Limited  Partnership)  as of  December  31,  1997 and 1996,  and the
results of its  operations  and its cash flows for the years ended  December 31,
1997, 1996 and 1995 in conformity with generally accepted accounting principles.




                                                              /s/Corbin & Wertz
                                                              -----------------

                                                               CORBIN & WERTZ
 
Irvine, California
April 1, 1998


<PAGE>

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

                                 BALANCE SHEETS

                           December 31, 1997 and 1996


<TABLE>
<CAPTION>

                                  
                                                                               1997                    1996
                                                                         -----------------       ------------------

ASSETS
<S>                                                                    <C>                      <C>    

Cash and cash equivalents                                               $        377,378        $         517,151

Investments in limited partnerships (Note 2)                                   7,291,595                8,447,282

Other assets                                                                           -                   12,492
                                                                        ------------------      -----------------

                                                                        $      7,668,973        $       8,976,925
                                                                        ================        =================

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities -
   Accrued fees and expenses due to General Partner and
    affiliates (Note 3)                                                 $        836,316        $         703,693
                     -                                                  ----------------        -----------------

Partners' equity (deficit):
   General partner                                                               (96,935)                 (82,529)
   Limited partners (20,000 units authorized; 17,726
    units issued and outstanding at December 31, 1997
    and 1996)                                                                  6,929,592                8,355,761
                                                                        ----------------        -----------------

         Total partners' equity                                                6,832,657                8,273,232
                                                                        ----------------        -----------------

                                                                        $      7,668,973        $       8,976,925
                                                                        ================        =================
</TABLE>

                 See accompanying notes to financial statements
                                      FS-2

<PAGE>

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

                            STATEMENTS OF OPERATIONS

              For The Years Ended December 31, 1997, 1996 and 1995


<TABLE>
<CAPTION>

                                                                 1997               1996                1995
                                                            ---------------    ----------------    ----------------
<S>                                                       <C>                 <C>                <C>

Interest income                                            $       13,218      $       24,231     $        52,399
                                                           --------------      --------------     ---------------

Operating expenses:
   Amortization                                                    54,445              54,836              54,836
   Partnership management fees (Note 3)                           210,084             209,807             199,751
   Other                                                           33,678              24,395              51,674
                                                           --------------      --------------     ---------------
         Total operating expenses                                 298,207             289,038             306,261
                                                           --------------      --------------     ---------------
Loss from operations                                             (284,989)           (264,807)           (253,862)

Equity in losses from limited partnerships
 (Note 2)                                                      (1,155,586)         (1,128,793)         (1,579,652)
                                                           --------------      --------------     ---------------
Net loss                                                   $   (1,440,575)     $   (1,393,600)    $    (1,833,514)
                                                           ==============      ==============     =============== 

Net loss allocable to:
   General partner                                         $      (14,406)     $      (13,936)    $       (18,335)
                                                           ==============      ==============     =============== 
   Limited partners                                        $   (1,426,169)     $   (1,379,664)    $    (1,815,179)
                                                           ==============      ==============     =============== 

Net loss per weighted number of limited
 partner units                                             $       (80.46)      $      (77.83)     $      (102.40)
                                                           ==============       =============      ============== 

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

</TABLE>
               
                 See accompanying notes to financial statements
                                      FS-3

<PAGE>

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

                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

              For The Years Ended December 31, 1997, 1996 and 1995


<TABLE>
<CAPTION>

                                                               General             Limited
                                                               Partner            Partners              Total
                                                            ---------------    ----------------    ----------------
<S>                                                       <C>                 <C>                 <C>    

Balance (deficit), January 1, 1995                         $      (50,258)     $   11,550,604     $    11,500,346

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

Balance (deficit), December 31, 1995                              (68,593)          9,735,425           9,666,832

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

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

Net loss                                                          (14,406)         (1,426,169)         (1,440,575)
                                                           --------------      --------------     --------------- 
Balance (deficit), December 31, 1997                       $      (96,935)     $    6,929,592     $     6,832,657
                                                           ==============      ==============     ===============
</TABLE>



                 See accompanying notes to financial statements
                                      FS-4

<PAGE>

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

                            STATEMENTS OF CASH FLOWS

              For The Years Ended December 31, 1997, 1996 and 1995


<TABLE>
<CAPTION>

                                                                 1997               1996                1995
                                                            ---------------    ----------------    ----------------
<S>                                                       <C>                  <C>               <C>    

Cash flows from operating activities:
   Net loss                                                $   (1,440,575)     $   (1,393,600)    $    (1,833,514)
 
   Adjustments to reconcile net loss to
    net cash used in operating activities:
       Amortization                                                54,445              54,836              54,836
       Equity in losses of limited partnerships                 1,155,586           1,128,793           1,579,652
       Change in other assets                                       2,706              26,757             (27,977)
       Increase in accrued fees and expenses
         due to General Partner and affiliates                    132,623             137,040             158,082
                                                           --------------      --------------     ---------------
Net cash used in operating activities                             (95,215)            (46,174)            (68,921)
                                                           --------------      --------------     ---------------
Cash flows from investing activities:
   Investments in limited partnerships                            (75,526)           (555,000)           (512,103)
   Distributions from limited partnerships                         22,399              11,319               4,039
   Change in loans receivable                                       8,569              (6,569)             (2,000)
                                                           --------------      --------------     ---------------
Net cash used in investing activities                             (44,558)           (550,250)           (510,064)
                                                           --------------      --------------     ---------------
Net decrease in cash and cash equivalents                        (139,773)           (596,424)           (578,985)
Cash and cash equivalents, beginning of
 year                                                             517,151           1,113,575           1,692,560
                                                           --------------      --------------     ---------------
Cash and cash equivalents, end of year                     $      377,378      $      517,151     $     1,113,575
                                                           ==============      ==============     ===============


SUPPLEMENTAL DISCLOSURE OF CASH
 FLOW INFORMATION:

   Interest paid                                           $            -      $            -     $             -
                                                           ==============      ==============     =============== 
   Income taxes paid                                       $          800      $          800     $           800
                                                           ==============      ==============     ===============
</TABLE>


                 See accompanying notes to financial statements
                                      FS-5

<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

              For The Years Ended December 31, 1997, 1996 and 1995



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

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

WNC California Housing Tax Credits II, L.P. (A California  Limited  Partnership)
(the "Partnership") was formed on September 13, 1990 under the laws of the State
of California.  The Partnership was formed to invest  primarily in other limited
partnerships  which  own and  operate  multifamily  housing  complexes  that are
eligible for low income housing tax credits.

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

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

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

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

The Partnership's  investments in limited  partnerships are subject to the risks
incident to the management and ownership of multifamily residential real estate,
and  include  the risks  that  neither  the  Partnership's  investments  nor the
apartment   complexes  owned  by  the  limited   partnerships  will  be  readily
marketable.  Additionally there can be no assurance that the Partnership will be
able to dispose of its interests in the limited  partnerships.  The value of the
Partnership's  investments  will be subject to  changes  in  national  and local
economic conditions,  including unemployment  conditions,  which could adversely
impact vacancy levels, rental payment defaults and operating expenses.  This, in
turn,  could  substantially  increase  the  risk  of  operating  losses  for the
apartment  complexes  and the  Partnership.  The  apartment  complexes  could be
subject to loss through  foreclosure.  In addition,  each limited partnership is
subject to risks relating to  environmental  hazards which might be uninsurable.
Because the Partnership's ability to control its operations will depend on these
and other  factors  beyond the  control of the  General  Partner and the general
partners of the limited partnerships, there can be no assurance that Partnership
operations will be profitable or that the  anticipated  housing tax credits will
be available to limited partners. 
                                     FS-6

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

              For The Years Ended December 31, 1997, 1996 and 1995



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

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

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

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

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

The  Partnership   considers  all  highly  liquid   investments  with  remaining
maturities of three months or less when purchased to be cash equivalents.

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

At December  31,  1997,  the  Partnership  maintained  cash  balances at certain
financial institutions in excess of the federally insured maximum.

Other Assets
------------

Other assets  include  organization  costs of $8,039 which are  presented net of
accumulated  amortization  of $8,039 and $6,822 at  December  31, 1997 and 1996,
respectively.

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

Offering  expenses consist of underwriting  commissions,  legal fees,  printing,
filing and  recordation  fees,  and other costs  incurred  with selling  limited
partnership  interests in the  Partnership.  The General Partner is obligated to
pay all  offering  and  organization  costs in  excess of 15%  (including  sales
commissions) of the total offering proceeds.  Offering expenses are reflected as
a reduction  of limited  partners'  capital and  amounted  to  $2,389,519  as of
December 31, 1997 and 1996.

                                      FS-7

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

              For The Years Ended December 31, 1997, 1996 and 1995

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

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

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

Net Loss Per Weighted Number of Limited Partner Units
-----------------------------------------------------

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

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

As of December 31,  1997,  the  Partnership  has  acquired  limited  partnership
interests  in  fifteen  limited  partnerships  which own and  operate  apartment
complexes  consisting of 777 apartment units. The respective general partners of
the  limited  partnerships  manage  the  day to day  operations  of the  limited
partnerships.  Significant  limited  partner  business  decisions,  as  defined,
require  Partnership  approval.  The  Partnership,  as  a  limited  partner,  is
generally  entitled  to 99% of the  operating  profits and losses of the limited
partnerships.

The   Partnership's   investment  in  limited   partnerships  as  shown  in  the
accompanying  balance  sheets at December  31,  1997 and 1996 are  approximately
$1,328,000 and $1,301,000,  respectively,  greater than the Partnership's equity
as  shown in the  limited  partnerships'  combined  financial  statements.  This
difference is due to unrecorded  losses,  as discussed  below,  and acquisition,
selection and other costs related to the acquisition of the limited partnerships
which were capitalized in the  Partnership's  investment  account and to capital
contributions  payable to the limited  partnerships  which were  netted  against
partner capital in the limited partnerships'  financial statements (see Note 3).
The capitalized costs are being amortized over 30 years.

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

                                      FS-8

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

              For The Years Ended December 31, 1997, 1996 and 1995

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

At December 31, 1997, the investment  accounts in certain  limited  partnerships
have reached a zero balance.  Consequently,  the  Partnership's  share of losses
during the year ended December 31, 1997 amounting to approximately $156,000 have
not been recognized.  As of December 31, 1997, the aggregate share of net losses
not recognized by the Partnership amounted to $156,000.

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

                                                                               1997                    1996
                                                                         -----------------       ------------------
<S>                                                                     <C>                    <C>    

Investments per balance sheet, beginning of year                        $      8,447,282        $       9,640,622
Capital contributed                                                               75,526                        -
Distributions                                                                    (22,399)                 (11,319)
Equity in losses of limited partnerships                                      (1,155,586)              (1,128,793)
Amortization of capitalized acquisition costs and fees                           (53,228)                 (53,228)
                                                                        ----------------        -----------------
Investments per balance sheet, end of year                              $      7,291,595        $       8,447,282
                                                                        ================        =================

</TABLE>

The  financial  information  from the  individual  financial  statements  of the
limited partnerships include rental and interest subsidies. Rental subsidies are
included in total  revenues  and  interest  subsidies  are  generally  netted in
interest expense.  Approximate combined condensed financial information from the
individual  financial  statements of the limited  partnerships as of December 31
and for the years then ended is as follows:
<TABLE>
<CAPTION>

                                          COMBINED CONDENSED BALANCE SHEETS

                                                                               1997                    1996
                                                                         -----------------       ------------------
<S>                                                                    <C>                     <C>    
ASSETS

Buildings and improvements, net of accumulated depreciation
  for 1997 and 1996 of $6,533,000 and $5,257,000,
  respectively                                                          $     32,347,000        $      33,546,000
Land                                                                           2,465,000                2,465,000
Other assets                                                                   2,627,000                2,436,000
                                                                        ----------------        -----------------
         Total assets                                                   $     37,439,000        $      38,447,000
                                                                        ================        =================
                                    
</TABLE>

                                      FS-9

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

              For The Years Ended December 31, 1997, 1996 and 1995

NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued
-------------------------------------------------------
<TABLE>
<CAPTION>

                                    COMBINED CONDENSED BALANCE SHEETS - CONTINUED

                                                                               1997                    1996
                                                                         -----------------       ------------------

<S>                                                                    <C>                     <C>    

LIABILITIES

Mortgage and construction loans payable                                 $     28,603,000        $      28,490,000

Other liabilities (including due to related parties
  of $536,000 and $762,000 as of December 31,
  1997 and 1996, respectively)                                                 2,413,000                2,227,000
                                                                        ----------------        -----------------
         Total liabilities                                                    31,016,000               30,717,000
                                                                        ----------------        -----------------

PARTNERS' CAPITAL

WNC California Housing Tax Credits II, L.P.                                    5,964,000                7,146,000
Other partners                                                                   459,000                  584,000
                                                                        ----------------        -----------------
         Total partners' capital                                               6,423,000                7,730,000
                                                                        ----------------        -----------------
                                                                        $     37,439,000        $      38,447,000
                                                                        ================        =================
</TABLE>
<TABLE>
<CAPTION>

                                    COMBINED CONDENSED STATEMENTS OF OPERATIONS

                                                                 1997               1996                1995
                                                            ---------------    ----------------    ----------------
<S>                                                       <C>                  <C>               <C>

Total revenues                                             $    3,021,000      $    3,081,000     $     2,649,000
                                                           --------------      --------------     ---------------

Expenses:
   Operating expenses                                           2,137,000           2,043,000           1,969,000
   Interest expense                                               935,000             875,000             992,000
   Depreciation and amortization                                1,276,000           1,305,000           1,285,000
                                                           --------------      --------------     ---------------
         Total expenses                                         4,348,000           4,223,000           4,246,000
                                                           --------------      --------------     ---------------
Net loss                                                   $    1,327,000      $   (1,142,000)    $    (1,597,000)
                                                           ==============      ==============     =============== 

Net loss allocable to the Partnership                      $    1,312,000      $   (1,129,000)    $    (1,580,000)
                                                           ==============      ==============     =============== 
</TABLE>


                                     FS-10

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

              For The Years Ended December 31, 1997, 1996 and 1995

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

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

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

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

          Acquisition  fees equal to 9% of the gross  proceeds  from the sale of
          partnership  units as compensation to the General Partner for services
          rendered to the  Partnership  in connection  with the  acquisition  of
          limited  partnerships.  As of December 31, 1997 and 1996,  acquisition
          fees  of   $1,595,340   have  been   incurred   and  included  in  the
          Partnership's   investment   in  limited   partnerships.   Accumulated
          amortization amounted to $298,204 and $245,028 as of December 31, 1997
          and 1996, respectively.

          Reimbursement of costs incurred by an affiliate of the General Partner
          in connection  with the  acquisition  of limited  partnerships.  These
          reimbursements  have not exceeded  1.7% of the gross  proceeds.  As of
          December  31,  1997 and 1996,  acquisition  costs of $1,520  have been
          incurred and included in the Partnership's investment in partnerships.
          Accumulated amortization was insignificant for 1997 and 1996.

          An annual  management fee equal to 0.5% of the invested  assets of the
          limited partnerships,  including the Partnership's  allocable share of
          the mortgages. Management fees of $210,084, $209,807 and $199,751 were
          incurred  for 1997,  1996 and 1995,  respectively,  of which  $75,000,
          $75,000 and $43,000 were paid in 1997, 1996 and 1995, respectively.

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

                                      FS-11

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

              For The Years Ended December 31, 1997, 1996 and 1995

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

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

                                                                               1997                    1996
                                                                         -----------------       ------------------
<S>                                                                    <C>                      <C>    

Asset management fee payable                                            $        834,863        $         699,779

Reimbursement for expenses paid by an affiliate                                    1,453                    3,914
                                                                        ----------------        -----------------

                                                                        $        836,316        $         703,693
                                                                        ================        =================
</TABLE>

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

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






                                      FS-12

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

NONE

Item 10.  Directors and Executive Officers of the Registrant

Directors of Registrant
-----------------------

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

Directors and Executive Officers of WNC & Associates, Inc.
----------------------------------------------------------

The directors of Associates  are Wilfred N. Cooper,  Sr., who serves as Chairman
of the Board, John B. Lester,  Jr., David N. Shafer,  Wilfred N. Cooper, Jr. and
Kay L.  Cooper.  Substantially  all of the  shares  of  Associates  are owned by
Wilfred N. Cooper,  Sr., through the Cooper Revocable Trust, and John B. Lester,
Jr., through the Lester Family Trust.

WILFRED  N.  COOPER,  SR.,  age 67,  has been the  principal  shareholder  and a
Director of WNC & ASSOCIATES,  INC. since its  organization  in 1971, of SHELTER
RESOURCE  CORPORATION since its organization in 1981 and of WNC RESOURCES,  INC.
from its organization in 1988 through its acquisition by WNC & ASSOCIATES,  INC.
in 1991,  serving  as  President  of  those  companies  until  1992 and as Chief
Executive Officer since 1992, and has been a Director of WNC CAPITAL CORPORATION
since its organization. He is also a general partner with WNC & ASSOCIATES, INC.
in WNC FINANCIAL GROUP,  L.P. and WNC TAX CREDIT PARTNERS,  L.P. During 1970 and
1971  he  was  a  principal  of  Creative  Equity  Development  Corporation,   a
predecessor of WNC & ASSOCIATES,  INC., and of Creative  Equity  Corporation,  a
real estate investment firm. For 12 years prior to that, Mr. Cooper was employed
by Rockwell  International  Corporation,  last serving as its manager of housing
and urban  developments.  Previously,  he had  responsibility  for new  business
development including factory-built housing evaluation and project management in
urban  planning  and  development.  Mr.  Cooper is a Director  of the  Executive
Committee  of the  National  Association  of  Home  Builders  (NAHB)  and a past
Chairman of the NAHB's Rural Housing Council, a Director of the National Housing
Conference,  a Director of the Affordable  Housing Tax Credit Coalition,  a past
President of the California Council of Affordable Housing (CCAH) (formerly Rural
Builders  Council of  California),  and a past President of Southern  California
Chapter II of the Real Estate  Syndication and Securities  Institute  (RESSI) of
the National  Association of Realtors  (NAR).  Mr. Cooper  graduated from Pomona
College in 1956 with a Bachelor of Arts degree.

JOHN B. LESTER, JR., age 64, has been a shareholder, a Director and Secretary of
WNC & ASSOCIATES,  INC. since 1986,  Executive Vice President from 1986 to 1992,
and President and Chief Operating Officer since 1992, and has been a Director of
WNC CAPITAL CORPORATION since its organization. He was a shareholder,  Executive
Vice  President,  Secretary  and a Director  of WNC  RESOURCES,  INC.  from 1988
through its acquisition by WNC & ASSOCIATES,  INC. in 1991. From 1973 to 1986 he
was Chairman of the Board and Vice  President or President of E & L  Associates,
Inc., a provider of engineering  and  construction  services to the oil refinery
and petrochemical industries which he co-founded in 1973. Mr. Lester is a former
Director of the Los Angeles  Chapter of the  Associated  General  Contractors of
California.  His  responsibilities  at WNC & ASSOCIATES,  INC.  include property
acquisitions and company operations. Mr. Lester graduated from the University of
Southern  California  in 1956 with a Bachelor  of Science  degree in  Mechanical
Engineering.

                                       12
<PAGE>

DAVID N. SHAFER,  age 45, has been a Director of WNC &  ASSOCIATES,  INC.  since
1997, a Senior Vice President  since 1992,  and General  Counsel since 1990, and
served as Asset  Management  Director from 1990 to 1992, and has been a Director
and Secretary of WNC Management, Inc. since its organization.  Previously he was
employed as an associate attorney by the law firms of Morinello,  Barone, Holden
& Nardulli  from 1987 until  1990,  Frye,  Brandt & Lyster from 1986 to 1987 and
Simon and Sheridan from 1984 to 1986.  Mr. Shafer is a Director and President of
CCAH, a member of NAHB's Rural  Housing  Council,  a past  President of Southern
California Chapter II of RESSI, a past Director of the Council of Affordable and
Rural Housing and Development  and a member of the State Bar of California.  Mr.
Shafer graduated from the University of California at Santa Barbara in 1978 with
a Bachelor of Arts  degree,  from the New  England  School of Law in 1983 with a
Juris Doctor  degree and from the  University of San Diego in 1986 with a Master
of Law degree in Taxation.

WILFRED N. COOPER,  JR.,  age 35, has been  employed by WNC &  ASSOCIATES,  INC.
since 1988 and has been a Director since 1997  Executive  Vice  President  since
1998, and a Senior Vice President  since 1992. Mr. Cooper heads the  Acquisition
Originations  department  at  WNC,  has  been  President  of,  and a  registered
principal with, WNC CAPITAL  CORPORATION,  a member firm of the NASD,  since its
organization,  and  has  been  a  Director  of WNC  Management  Inc.  since  its
organization.  Previously,  he was employed as a government affairs assistant by
Honda North America from 1987 to 1988, and as a legal  assistant with respect to
Federal  legislative and regulatory  matters by the law firm of Schwartz,  Woods
and Miller from 1986 to 1987. Mr. Cooper is an alternate  director and member of
NAHB's Rural Housing Council and serves as Chairman of its Membership Committee.
Mr.  Cooper  graduated  from The American  University in 1985 with a Bachelor of
Arts degree.

THEODORE M. PAUL, age 42, has been Vice President - Finance of WNC & ASSOCIATES,
INC. since 1992 and Chief Financial  Officer since 1990, and has been a Director
and Chief  Financial  Officer of WNC  Management  Inc.  since its  organization.
Previously,  he was a Vice  President  and Chief  Financial  Officer of National
Partnership  Investments  Corp.,  a sponsor  and general  partner of  syndicated
partnerships  investing in affordable  rental housing qualified for tax credits,
from 1986 until 1990, and was employed as an associate by the  accounting  firms
of Laventhol & Horwath,  during 1985, and Mann & Pollack Accountants,  from 1979
to 1984.  Mr. Paul is a member of the  California  Society of  Certified  Public
Accountants  and the American  Institute of Certified  Public  Accountants.  His
responsibilities  at WNC &  ASSOCIATES,  INC.  include  supervision  of investor
partnership  accounting  and tax reporting  matters and monitoring the financial
condition  of the  Local  Limited  Partnerships  in which the  Partnership  will
invest.  Mr.  Paul  graduated  from the  University  of  Illinois in 1978 with a
Bachelor of Science degree and is a Certified Public  Accountant in the State of
California.

THOMAS J. RIHA,  age 43, has been Vice  President  - Asset  Management  of WNC &
ASSOCIATES, INC. since 1994, and has been a Director and Chief Executive Officer
of WNC  Management  Inc.  since  its  organization.  He has more  than 17 years'
experience in commercial and multi-family real estate investment and management.
Previously,  Mr.  Riha was  employed  by Trust  Realty  Advisor,  a real  estate
acquisition  and  management  company,  from 1988 to 1994,  last serving as Vice
President - Operations.  His responsibilities at WNC & ASSOCIATES,  INC. include
monitoring  the  operations  and  financial   performance   of,  and  regulatory
compliance  by,  properties in the WNC  portfolio.  Mr. Riha  graduated from the
California  State  University,  Fullerton in 1977 with a Bachelor of Arts degree
(cum laude) in Business Administration with a concentration in Accounting and is
a Certified  Public  Accountant in the State of  California  and a member of the
American Institute of Certified Public Accountants.

                                       13
<PAGE>

SY P. GARBAN, age 52, has 20 years' experience in the real estate securities and
syndication industry. He has been associated with WNC & ASSOCIATES,  INC., since
1989,  serving as National Sales  Director  through 1992 and as Vice President -
National  Sales since  1992.  Previously,  he was  employed  as  Executive  Vice
President by MRW,  Inc.,  Newport  Beach,  California  from 1980 to 1989, a real
estate  development  and  management  firm.  Mr.  Garban  is  a  member  of  the
International  Association  of Financial  Planners.  He graduated  from Michigan
State  University  in  1967  with a  Bachelor  of  Science  degree  in  Business
Administration.

CARL FARRINGTON,  age 55, has been associated with WNC & ASSOCIATES,  INC. since
1993, and has served as Director - Originations  since 1994. Mr.  Farrington has
more  than 12  years'  experience  in  finance  and  real  estate  acquisitions.
Previously,  he served as Acquisitions Director for The Arcand Company from 1991
to 1993, and as Treasurer and Director of Finance and Administrator for Polytron
Corporation  from 1988 to 1991.  Mr.  Farrington is a member and Director of the
Council  of  Affordable  and  Rural  Housing  and  Development.  Mr.  Farrington
graduated from Yale  University  with a Bachelor of Arts degree in 1966 and from
Dartmouth College with a Master of Business Administration in 1970.

DAVID TUREK, age 43, has been Director - Originations of WNC & ASSOCIATES,  INC.
since 1996. He has 23 years' experience in real estate finance and acquisitions.
Previously,  from 1995 to 1996 Mr. Turek  served as a consultant  for a national
Low  Income  Housing  Credit  sponsor  where  he  was  responsible  for  on-site
feasibility  studies and due  diligence  analyses of Low Income  Housing  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 Low Income
Housing  Credit  development  activities.  Mr.  Turek  graduated  from  Southern
Methodist University in 1976 with a Bachelor of Business Administration degree.

N. PAUL BUCKLAND, age 36, has been employed by WNC & ASSOCIATES, INC. since 1994
and currently serves as Vice President Acquisitions. He has 11 years' experience
in  analysis  pertaining  to the  development  of  multi-family  and  commercial
properties.  Previously,  from 1986 to 1994 he served on the development team of
the Bixby Ranch which  constructed  more than 700 apartment  units and more than
one million square feet of "Class A" office space in California and  neighboring
states,  and from 1984 to 1986 he served as a land acquisition  coordinator with
Lincoln  Property   Company  where  he  identified  and  analyzed   multi-family
developments. Mr. Buckland graduated from California State University, Fullerton
in 1992 with a Bachelor of Science degree in Business Finance.

MICHELE M. TAYLOR,  age 43, has been  employed by WNC & ASSOCIATES,  INC.  since
1986,  serving as a paralegal and office manager,  and currently is the Investor
Services  Director.  Previously she was  self-employed  between 1982 and 1985 in
non-financial  services  activities  and from 1978 to 1981 she was employed as a
paralegal by a law firm which  specialized  in real estate  limited  partnership
transactions.  Ms. Taylor graduated from the University of California, Irvine in
1976 with a Bachelor of Arts degree.

                                       14
<PAGE>

THERESA I. CHAMPANY,  age 40, has been employed by WNC & ASSOCIATES,  INC. since
1989 and currently is the Marketing Services Director and a registered principal
with WNC  CAPITAL  CORPORATION.  Previously,  she was  employed  as  Manager  of
Marketing  Services  by August  Financial  Corporation  from 1986 to 1989 and as
office manager and Assistant to the Vice  President of Real Estate  Syndications
by  McCombs  Securities  Co.,  Inc.  from 1979 to 1986.  Ms.  Champany  attended
Manchester (Conn.) Community College from 1976 to 1978.

KAY L.  COOPER,  age 61, has been an officer and  Director of WNC &  ASSOCIATES,
INC. since 1971 and of WNC RESOURCES,  INC. from 1988 through its acquisition by
WNC & ASSOCIATES, INC. in 1991. Mrs. Cooper has also been the sole proprietor of
Agate 108, a manufacturer and retailer of home accessory  products,  since 1975.
She is the wife of Wilfred N. Cooper,  Sr., the mother of Wilfred N. Cooper, Jr.
and the sister of John B. Lester,  Jr. Mrs. Cooper graduated from the University
of Southern California in 1958 with a Bachelor of Science degree.


Item 11.  Executive Compensation

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

(a) Organization and Offering Expenses. The Partnership paid the General Partner
or its affiliates as of December 31, 1997 $2,397,558, consisting of organization
costs,  commissions and other fees and expenses of the Partnership's offering of
Units of $8,039, $1,418,080 and $971,439, respectively. Of the total paid to the
General  Partner or its  affiliates,  all of the amount of  $2,397,588  was paid
(reallowed) to unaffiliated persons participating in the Partnership's  offering
or rendering other services in connection with the Partnership's offering.

(b)  Acquisition  fees in an  amount  equal to 9% of the gross  proceeds  of the
Partnership's  offering  ("Gross  Proceeds").  Through  December 31,  1997,  the
aggregate amount of acquisition fees of $1,595,340 have been paid to the General
Partner or its affiliates.

(c) The  Partnership  reimbursed  the General  Partner or its  affiliates  as of
December 31, 1997 for acquisition expenses expended by such persons on behalf of
the Partnership in the amounts $1,520.

(d) An annual asset management fee in an amount equal to 0.5% of invested assets
(the sum of the Partnership's  Investment in Local Limited Partnership Interests
and the Partnership's allocable share of the amount of the mortgage loans on and
other debts  related to, the  Apartment  Complexes  owned by such Local  Limited
Partnerships.).  Fees of $210,084, $209,807 and $199,751 were incurred for 1997,
1996, and 1995,  respectively.  The Partnership  paid the General Partner or its
affiliates  $75,000,  $75,000 and $43,000 of those fees in 1997,  1996 and 1995,
respectively.

                                       15
<PAGE>

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

(f) The General Partner was allocated federal and California Housing Tax Credits
as follows:

                       1997                     1996
                      -----                  -------
Federal             $20,900                  $20,798
California            4,918                    6,561
                    -------                  -------
Total               $25,188                  $27,359
                    =======                  =======


Item 12.  Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners
-----------------------------------------------

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

Security Ownership of Management
--------------------------------

(a)  Security Ownership of Certain Beneficial Owners

No  person  is known to own  beneficially  in  excess  of 5% of the  outstanding
Limited Partnership Interests.

(b)  Security Ownership of Management

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

(c)  Changes in Control

The management and control of the General Partners 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.

                                       16
<PAGE>

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

Item 13.  Certain Relationships and Related Transactions

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

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

Financial Statements:

Report of independent public accountants.

Balance sheet as of December 31, 1997 and 1996.

Statements of Operations for the years ended December 31, 1997, 1996, and 1995.

Statement of Partners'  Equity for the years ended December 31, 1997,  1996, and
1995.

Statements of Cash Flows for the years ended December 31, 1997, 1996, and 1995.

Notes to Financial Statements.

Financial Statement Schedules:
   N/A

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

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

                                       17
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

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

Statements of Operations for 1997, 1996 and 1995
Statements of Cash Flows for the years ended  December 31, 1996,  1995, and 1994
Notes to financial statements Statement of Partners Equity for December 31, 1997
and 1996


REPORTS ON 8-K.

No reports on Form 8-K were filed during the fourth  quarter ended  December 31,
1997.

                                       18
<PAGE>


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

WNC CALIFORNIA HOUSING TAX CREDITS II, L.P.

By:  WNC Tax Credit Partners, L.P.  General Partner


By:  WNC & Associates, Inc.         General Partner


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

Date: April 14, 1998


By:  /s/ Theodore M. Paul
-----------------------------------------------------
Theodore M. Paul  Vice-President, Finance of WNC & Associates, Inc.

Date: April 14, 1998





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

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

Date: April 14, 1998


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

Date: April 14, 1998


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

Date: April 14, 1998

                                       19