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, 1998

                                       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:

UNITS OF LIMITED PARTNERSHIP INTEREST
<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




<PAGE>


PART I.

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
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

                                       1
<PAGE>
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,  1998,  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
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.

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, 1998,  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.

                                       2
<PAGE>

The  following  is a schedule  of the status as of  December  31,  1998,  of the
fifteen Apartment Complexes owned by Local Limited Partnerships in which CHTC II
is a limited partner.


                SCHEDULE OF PROJECTS OWNED BY LOCAL PARTNERSHIPS
                   IN WHICH THE PARTNERSHIP HAS AN INVESTMENT
                             AS OF DECEMBER 31, 1998

                                                                  Percentage of 
                                          Total         Units       Total Units
Name & Location                           Units      Occupied          Occupied

601 Main Street Investors                  165            158               96
  Stockton, California
ADI Development Partners, Ltd.              31             31              100
  Delhi, California
Bayless Garden Apartments                   42             44               91
  Red Bluff, California
Blackberry Oaks, Ltd.                       42             42              100
  Lodi, California
Jacob's Square                              45             41               91
Exeter, California
Mecca Apartments II                         60             59               98
  Mecca, California
Nevada Meadows                              34             33               97
Grass Valley, California
Northwest Tulare Associates                 54             40               74
  Ivanhoe, California
Orland Associates, Ltd.                     40             40              100
  Orland, California
Pinegate                                    56             55               98
  Ahoskie, North Carolina
Silver Birch                                35             33               91
  Huron, California
Twin Pines Apartments Association           39             31               79
  Groveland, California
Ukiah Terrace                               42             41               98
  Ukiah, California
Woodlake Garden Apts.                       48             47               98
  Woodlake, California
Yucca Warren Vista, Ltd.                    50             47               96
  Joshua Tree, California

TOTAL                                      788            741               94
                                           ---            ---               --
                                       3
<PAGE>

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

PART II.

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, 1998, there were 1,278  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:

                               Federal          California          Total

        1998                     117                 9               126
        1997                     117                27               144
        1996                     116                37               153

Item 6.  Selected Financial Data

         OMITTED.
         Note  to  Reader.  Some  of  the  limited  partnerships  in  which  the
         Partnership has investments have yet to provide final audited financial
         statements  and other  information  as required  under the terms of the
         respective partnership agreements.  That information is critical to the
         completion of the  Partnership's  required  disclosures  in this Annual
         Report on Form 10K,  including  information on the underlying  property
         investments,   the  Partnership's  financial  statements  and  required
         supplementary  schedules.  Every  effort is being  made to obtain  this
         information and the registrant will file an amended Form 10K as quickly
         as possible.

                                       4
<PAGE>
Item 7. Management's  Discussion and Analysis of Financial Condition and Results
of Operation

         OMITTED.
         See the Note to Reader in Part II, Item 6.

Impact of Year 2000

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

Business Computer Systems

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

The Local General  Partners and/or property  management  companies  maintain the
business  computer  systems that relate to the  operations  of the Local Limited
Partnerships.  The  General  Partner is in the  process of  obtaining  completed
questionnaires   from  such  Local  General  Partners  and  property  management
companies to assess their  respective Year 2000  readiness.  The General Partner
intends to  identify  those  Local  General  Partners  and  property  management
companies  that have systems  critical to the  operations  of the Local  Limited
Partnerships that are not Year 2000 compliant.  For those Local General Partners
and property  management  companies which have business  computer  systems which
will not be Year 2000 compliant prior to December 31, 1999 and where the lack of
such  compliance  is  determined  to have a  potential  material  effect  on the
Partnership's financial condition and results of operations, the General Partner
intends  to  develop  contingency  plans  which may  include  changing  property
management companies.

Outside Vendors

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

Personal Computers

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

                                       5
<PAGE>
Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

         NONE.

Item 8.  Financial Statements and Supplementary Data

         OMITTED.
         See the Note to Reader in Part II, Item 6.

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

          (a)(1) (i) On December 16, 1998,  Corbin & Wertz,  Irvine,  California
          was dismissed as the Partnership's principal independent accountant.

               (ii) The  reports  of  Corbin & Wertz  respecting  the  financial
          statements of the  Partnership did not contain an adverse opinion or a
          disclaimer of opinion, nor were any such reports qualified or modified
          as to uncertainty,  audit scope, or accounting  principles,  as of and
          for the years ended December 31, 1997 and 1996.

               (iii) The  decision  to change  accountants  was  approved by the
          board of directors of the General Partner.

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

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

               (a)(2) On  February  3,  1999,  BDO  Seidman,  LLP,  Costa  Mesa,
          California  was  engaged as the  Partnership's  principal  independent
          accountant.  During the last two fiscal years and  subsequent  interim
          period  of the  Partnership,  the  Partnership  did  not  consult  BDO
          Seidman,  LLP  regarding  (i) either,  the  application  of accounting
          principles  to a specified  transaction;  or the type of audit opinion
          that might be rendered on the Partnership's  financial statements,  or
          (ii) any matter that was the subject of a disagreement  (as defined in
          Item  304(a)(1)(iv) of Securities and Exchange  Commission  Regulation
          S-K) or was a  reportable  event (as defined in Item  304(a)(1)(v)  of
          Securities and Exchange Commission Regulation S-K).


                                       6
<PAGE>

PART III.

Item 10.  Directors and Executive Officers of the Registrant

Directors of Registrant

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

Directors and Executive Officers of WNC & Associates, Inc.

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

     Wilfred N. Cooper, Sr., age 68, is the founder, Chief Executive Officer and
a Director of WNC & Associates, Inc., a Director of WNC Capital Corporation, and
a general partner in some of the programs  previously  sponsored by the Sponsor.
Mr.  Cooper  has  been  involved  in  real  estate  investment  and  acquisition
activities  since 1968.  Previously,  during  1970 and 1971,  he was founder and
principal of Creative  Equity  Development  Corporation,  a predecessor of WNC &
Associates,  Inc., and of Creative Equity Corporation,  a real estate investment
firm.  For 12  years  prior  to  that,  Mr.  Cooper  was  employed  by  Rockwell
International  Corporation,  last  serving as its  manager of housing  and urban
developments where he had  responsibility  for factory-built  housing evaluation
and project  management  in urban  planning  and  development.  Mr.  Cooper is a
Director of the  National  Association  of Home  Builders  (NAHB) and a National
Trustee  for NAHB's  Political  Action  Committee,  a Director  of the  National
Housing  Conference  (NHC)  and a member  of  NHC's  Executive  Committee  and a
Director of the National Multi-Housing Council (NMHC). Mr. Cooper graduated from
Pomona College in 1956 with a Bachelor of Arts degree.

     John B. Lester,  Jr., age 65, is  President,  a Director,  Secretary  and a
member of the Acquisition Committee of WNC & Associates, Inc., and a Director of
WNC Capital  Corporation.  Mr. Lester has 27 years of experience in  engineering
and construction and has been involved in real estate investment and acquisition
activities since 1986 when he joined the Sponsor. Previously, he was Chairman of
the Board and Vice President or President of E & L Associates,  Inc., a provider
of engineering and construction  services to the oil refinery and  petrochemical
industries which he co-founded in 1973. Mr. Lester graduated from the University
of Southern  California in 1956 with a Bachelor of Science  degree in Mechanical
Engineering.

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

                                       7
<PAGE>

     David N.  Shafer,  age 46, is Senior Vice  President,  a Director,  General
Counsel,  and a member of the Acquisition  Committee of WNC & Associates,  Inc.,
and a  Director  and  Secretary  of WNC  Management,  Inc.  Mr.  Shafer has been
involved in real estate investment and acquisition  activities since 1984. Prior
to joining the Sponsor in 1990, he was  practicing  law with a specialty in real
estate and taxation.  Mr.  Shafer is a Director and President of the  California
Council of Affordable  Housing and a member of the State Bar of California.  Mr.
Shafer graduated from the University of California at Santa Barbara in 1978 with
a Bachelor of Arts  degree,  from the New  England  School of Law in 1983 with a
Juris  Doctor  degree (cum laude) and from the  University  of San Diego in 1986
with a Master of Law degree in Taxation.

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

     Thomas J. Riha, age 44, is Vice  President - Asset  Management and a member
of the Acquisition Committee of WNC & Associates,  Inc. and a Director and Chief
Executive  Officer  of WNC  Management,  Inc.  Mr.  Riha  has been  involved  in
acquisition  and investment  activities  with respect to real estate since 1979.
Prior to joining the  Sponsor in 1994,  Mr.  Riha was  employed by Trust  Realty
Advisor, a real estate acquisition and management company,  last serving as Vice
President - Operations. Mr. Riha graduated from the California State University,
Fullerton  in 1977 with a  Bachelor  of Arts  degree  (cum  laude)  in  Business
Administration  with a  concentration  in Accounting  and is a Certified  Public
Accountant  and  a  member  of  the  American   Institute  of  Certified  Public
Accountants.

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

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

                                       8
<PAGE>

     David Turek,  age 44, is Vice President - Originations of WNC & Associates,
Inc. He has been involved  with real estate  investment  and finance  activities
since 1976 and has been employed by WNC & Associates, Inc. since 1996. From 1995
to 1996,  Mr.  Turek served as a  consultant  for a national Tax Credit  sponsor
where he was  responsible  for on-site  feasibility  studies  and due  diligence
analyses of Tax Credit  properties.  From 1990 to 1995,  he was  involved in the
development  of  conventional  and  tax  credit  multi-family  housing.  He is a
Director with the Texas Council for Affordable  Rural Housing and graduated from
Southern Methodist University in 1976 with a Bachelor of Business Administration
degree.

     Kay L. Cooper, age 62, is a Director of WNC & Associates,  Inc. Mrs. Cooper
was the founder and sole proprietor of Agate 108, a manufacturer and retailer of
home  accessory  products,  from 1975 until 1998.  She is the wife of Wilfred N.
Cooper,  Sr.,  the mother of Wilfred  N.  Cooper,  Jr. and the sister of John B.
Lester,  Jr. Ms. Cooper graduated from the University of Southern  California in
1958 with a Bachelor of Science degree.

Item 11.  Executive Compensation

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

(a) Organization and Offering Expenses. The Partnership paid the General Partner
or its affiliates as of December 31, 1998 $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,  1998,  the
aggregate amount of acquisition fees of $1,595,340 have been paid to the General
Partner or its affiliates.

                                       9
<PAGE>

(c) The  Partnership  reimbursed  the General  Partner or its  affiliates  as of
December 31, 1998 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, $210,084 and $209,807 were incurred for 1998,
1997, and 1996,  respectively.  The Partnership  paid the General Partner or its
affiliates  $75,000,  $75,000 and $75,000 of those fees in 1998,  1997 and 1996,
respectively.

(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:

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

    Federal                   $20,900               $20,900         $20,798
    California                  1,524                 4,918           6,561
                               ------                ------          ------
    Total                     $22,424               $25,188         $27,359
                               ======                ======          ======


                                       10
<PAGE>

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.

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.

                                       11
<PAGE>

PART IV.

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

Financial Statements:

         OMITTED
         See the Note to Reader in Part II, Item 6.

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.

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.

                                       12
<PAGE>

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 1998, 1997 and 1996
Statements of Cash Flows for the years ended  December 31, 1998,  1997, and 1996
Notes to financial statements Statement of Partners Equity for December 31, 1998
and 1997


Reports on 8-K

Form 8K Current Report was filed December 22, 1998.

                                       13
<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, 1999


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

Date: April 14, 1999



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

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

Date: April 14, 1999


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

Date: April 14, 1999


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

Date: April 14, 1999

                                       14