UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A

(Mark One)

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

                        For the year ended March 31, 2007

                                       OR

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

           For the transition period from ___________ to _____________

                         Commission file number: 0-20058


                    WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                              California 33-0316953
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

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

                                 (714) 662-5565
                               (Telephone number)


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

                                      NONE

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

                      UNITS OF LIMITED PARTNERSHIP INTEREST
                                (Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act Yes [_] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [_] No [X]

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 [_] No [X]


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

Indicate by check mark whether the registrant is an accelerated filer.
Yes [_] No [X]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer [_] Accelerated filer  [_] Non-accelerated filer [X]


Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [_] No [X]

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

                                  INAPPLICABLE

                       DOCUMENTS INCORPORATED BY REFERENCE

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

                                      NONE

                                EXPLANATORY NOTE

WNC California Housing Tax Credits L.P. is filing this amendment to its Annual
Report on Form 10-K for the period ended March 31, 2007 for the following
modifications: The Item 1A. Risk Factors was modified to add additional
disclosures regarding economic conditions related to the value of real estate
and the risks related to the Partnership and the Partnership Agreement. Item 5a
was revised to include additional disclosure regarding distributions to the
Limited Partners. The Item 9A disclosure has been revised to include additional
disclosure in the disclosure controls and procedures section. Item 10 was
revised to add the information for two Directors of the General Partner or an
affiliate. Lastly, additional disclosures were added to Item 11 addressing
compensation to the General Partner.


                                       2
<PAGE>

PART I.

ITEM 1A.  RISK FACTORS

Set forth below are the principal risks the Partnership believes are material to
the Limited Partners. The Partnership and the Local Limited Partnerships operate
in a continually changing business environment and, therefore, new risks emerge
from time to time. This section contains some forward-looking statements. For an
explanation of the qualifications and limitations on forward-looking statements,
see Item 7.

A. RISKS ARISING FROM THE INTERNAL REVENUE CODE RULES GOVERNING LOW INCOME
HOUSING TAX CREDITS

     UNLESS A BOND IS POSTED OR A TREASURY DIRECT ACCOUNT IS ESTABLISHED, LOW
INCOME HOUSING TAX CREDITS MAY BE RECAPTURED IF HOUSING COMPLEXES ARE NOT OWNED
AND OPERATED FOR 15 YEARS. Housing Complexes must comply with Internal Revenue
Code Section 42 for the 15-year Compliance Period. Low Income Housing Tax
Credits will be recaptured with interest to the extent that a Housing Complex is
not rented as low income housing or in some other way does not satisfy the
requirements of Internal Revenue Code Section 42 during the Compliance Period.
For example, unless a bond is posted or a Treasury Direct Account is
established, recapture with interest would occur if:

         o        a Local Limited Partnership disposed of its interest in a
                  Housing Complex during the Compliance Period, or

         o        the Partnership disposed of its interest in a Local Limited
                  Partnership during the Compliance Period.

For these purposes, disposition includes transfer by way of foreclosure.

It will be up to the Partnership to determine whether to post a bond. There is
no obligation under the agreements with the Local Limited Partnerships that the
Local Limited Partnerships must do so.

There can be no assurance that recapture will not occur. If it does, recapture
will be a portion of all credits taken in prior years for that Housing Complex,
plus interest. During the first 11 years of the Compliance Period,
non-compliance results in one-third of the credits up to that point for the
particular Housing Complex being recaptured, plus interest. Between years 12 and
15, the recapture is phased out ratably.

         SALES OF HOUSING COMPLEXES AFTER 15 YEARS ARE SUBJECT TO LIMITATIONS
WHICH MAY IMPACT A LOCAL LIMITED PARTNERSHIP'S ABILITY TO SELL ITS HOUSING
COMPLEX. Each Local Limited Partnership executes an extended low income housing
commitment with the state in which the Housing Complex is located. The extended
low income housing commitment states the number of years that the Local Limited
Partnership and any subsequent owners must rent the Housing Complex as low
income housing. Under Federal law, the commitment must be for at least 30 years.
The commitment, actually agreed to, may be significantly longer than 30 years.
In prioritizing applicants for Low Income Housing Tax Credits, most states give
additional points for commitment periods in excess of 30 years. On any sale of
the Housing Complex during the commitment period, the purchaser would have to
agree to continue to rent the Housing Complex as low income housing for the
duration of the commitment period. This requirement reduces the potential
market, and possibly the sales price, for the Housing Complexes. The sale of a
Housing Complex may be subject to other restrictions. For example, Federal
lenders or subsidizers may have the right to approve or disapprove a purchase of
a Housing Complex. Accordingly, there can be no assurance that a Local Limited
Partnership will be able to sell its Housing Complex. Even if it does so, there
can be no assurance that any significant amount of cash will be distributed to
the Limited Partners. As a result, a material portion of the Low Income Housing
Tax Credits may represent a return of the money originally invested in the
Partnership.

B.       RISKS RELATED TO INVESTMENT IN LOCAL LIMITED PARTNERSHIPS AND HOUSING
         COMPLEXES

         BECAUSE THE PARTNERSHIP HAS FEW INVESTMENTS, EACH INVESTMENT WILL HAVE
A GREAT IMPACT ON THE PARTNERSHIP'S RESULTS OF OPERATIONS. Any single Housing
Complex experiencing poor operating performance, impairment of value or
recapture of Low Income Housing Tax Credits will have a significant impact upon
the Partnership as a whole.



                                       3
<PAGE>

         THE FAILURE TO PAY MORTGAGE DEBT COULD RESULT IN A FORCED SALE OF A
HOUSING COMPLEX. Each Local Limited Partnership leverages the Partnership's
investment therein by incurring mortgage debt. A Local Limited Partnership's
revenues could be less than its debt payments and taxes and other operating
costs. If so, the Local Limited Partnership would have to use working capital
reserves, seek additional funds, or suffer a forced sale of its Housing Complex,
which could include a foreclosure. The same results could occur if government
subsidies ceased. Foreclosure would result in a loss of the Partnership's
capital invested in the Housing Complex. Foreclosure could also result in a
recapture of Low Income Housing Tax Credits, and a loss of Low Income Housing
Tax Credits for the year in which the foreclosure occurs. If the Housing Complex
is highly-leveraged, a relatively slight decrease in the rental revenues could
adversely affect the Local Limited Partnership's ability to pay its debt service
requirements. Mortgage debt may be repayable in a self-amortizing series of
equal installments or with a large balloon final payment. Balloon payments
maturing prior to the end of the anticipated holding period for the Housing
Complex create the risk of a forced sale if the debt cannot be refinanced. There
can be no assurance that additional funds will be available to any Local Limited
Partnership if needed on acceptable terms or at all.

         THE PARTNERSHIP DOES NOT CONTROL THE LOCAL LIMITED PARTNERSHIPS AND
MUST RELY ON THE LOCAL GENERAL PARTNERS. The Local General Partners will make
all management decisions for the Local Limited Partnerships and the Housing
Complexes. The Partnership has very limited rights with respect to management of
the Local Limited Partnerships. The Partnership will not be able to exercise any
control with respect to Local Limited Partnership business decisions and
operations. Consequently, the success of the Partnership will depend on the
abilities of the Local General Partners.

         HOUSING COMPLEXES SUBSIDIZED BY OTHER GOVERNMENT PROGRAMS ARE SUBJECT
TO ADDITIONAL RULES WHICH MAY MAKE IT DIFFICULT TO OPERATE AND SELL HOUSING
COMPLEXES. Some or all of the Housing Complexes receive or may receive
government financing or operating subsidies in addition to Low Income Housing
Tax Credits. The following are risks associated with some such subsidy programs:

o        Obtaining tenants for the Housing Complexes. Government regulations
         limit the types of people who can rent subsidized housing. These
         regulations may make it more difficult to rent the residential units in
         the Housing Complexes.
o        Obtaining rent increases. In many cases rents can only be increased
         with the prior approval of the subsidizing agency.
o        Limitations on cash distributions. The amount of cash that may be
         distributed to owners of subsidized Housing Complexes is less than the
         amount that could be earned by the owners of non-subsidized Housing
         Complexes.
o        Limitations on sale or refinancing of the Housing Complexes. A Local
         Limited Partnership may be unable to sell its Housing Complex or to
         refinance its mortgage loan without the prior approval of the
         subsidizer. The subsidizer may withhold such approval in the discretion
         of the subsidizer. Approval may be subject to conditions, including the
         condition that the purchaser continues to operate the property as
         affordable housing for terms which could be as long as 30 years or
         more. In addition, any prepayment of a mortgage may result in the
         assessment of a prepayment penalty.
o        Limitations on transfers of interests in Local Limited Partnerships.
         The Partnership may be unable to sell its interest in a Local Limited
         Partnership without the prior approval of the subsidizer. The
         subsidizer may withhold such approval in the discretion of the
         subsidizer. Approval may be subject to conditions.
o        Limitations on removal and admission of Local General Partners. The
         Partnership may be unable to remove a Local General Partner from a
         Local Limited Partnership except for cause, such as the violation of
         the rules of the subsidizer. Regulations may prohibit the removal of a
         Local General Partner or permit removal only with the prior approval of
         the subsidizer. Regulations may also require approval of the admission
         of a successor Local General Partner even upon the death or other
         disability of a Local General Partner.
o        Limitations on subsidy payments. Subsidy payments may be fixed in
         amount and subject to annual legislative appropriations. The rental
         revenues of a Housing Complex, when combined with the maximum committed
         subsidy, may be insufficient to meet obligations. Congress or the state
         legislature, as the case may be, may fail to appropriate or increase
         the necessary subsidy. In those events, the mortgage lender could
         foreclose on the Housing Complex unless a workout arrangement could be
         negotiated.


                                       4
<PAGE>

o        Possible changes in applicable regulations. Legislation may be enacted
         which adversely revises provisions of outstanding mortgage loans. Such
         legislation has been enacted in the past.
o        Limited Partners may not receive distributions if Housing Complexes are
         sold. There is no assurance that Limited Partners will receive any cash
         distributions from the sale or refinancing of a Housing Complex. The
         price at which a Housing Complex is sold may not be high enough to pay
         the mortgage and other expenses which must be paid at such time. If
         that happens, a Limited Partner's return may be derived only from the
         Low Income Housing Tax Credits and tax losses.

         UNINSURED CASUALTIES COULD RESULT IN LOSSES AND RECAPTURE. There are
casualties which are either uninsurable or not economically insurable. These
include earthquakes, floods, wars and losses relating to hazardous materials or
environmental matters. If a Housing Complex experienced an uninsured casualty,
the Partnership could lose both its invested capital and anticipated profits in
such property. Even if the casualty were an insured loss, the Local Limited
Partnership might be unable to rebuild the destroyed property. A portion of
prior tax credits could be recaptured and future tax credits could be lost if
the Housing Complex were not restored within a reasonable period of time. And
liability judgments against the Local Limited Partnership could exceed available
insurance proceeds or otherwise materially and adversely affect the Local
Limited Partnership. The cost of liability and casualty insurance has increased
in recent years. Casualty insurance has become more difficult to obtain and may
require large deductible amounts.

         HOUSING COMPLEXES WITHOUT FINANCING OR OPERATING SUBSIDIES MAY BE
UNABLE TO PAY OPERATING EXPENSES. If a Local Limited Partnership were unable to
pay operating expenses, one result could be a forced sale of its Housing
Complex. If a forced sale occurs during the first 15 years of a Housing Complex,
a partial recapture of Low Income Housing Tax Credits could occur. In this
regard, some of the Local Limited Partnerships may own Housing Complexes which
have no subsidies other than Low Income Housing Tax Credits. Those Housing
Complexes do not have the benefit of below-market-interest-rate financing or
operating subsidies which often are important to the feasibility of low income
housing. Those Housing Complexes rely solely on rents to pay expenses. However,
in order for any Housing Complex to be eligible for Low Income Housing Tax
Credits, it must restrict the rent which may be charged to tenants. Over time,
the expenses of a Housing Complex will increase. If a Local Limited Partnership
cannot increase its rents, it may be unable to pay increased operating expenses.

         THE PARTNERSHIP'S INVESTMENT PROTECTION POLICIES WILL BE WORTHLESS IF
THE NET WORTH OF THE LOCAL GENERAL PARTNERS IS NOT SUFFICIENT TO SATISFY THEIR
OBLIGATIONS. There is a risk that the Local General Partners will be unable to
perform their financial obligations to the Partnership. The General Partner has
not established a minimum net worth requirement for the Local General Partners.
Rather, each Local General Partner demonstrates a net worth which the General
Partner believes is appropriate under the circumstances. The assets of the Local
General Partners are likely to consist primarily of real estate holdings and
similar assets. The fair market value of these types of assets is difficult to
estimate. These types of assets cannot be readily liquidated to satisfy the
financial guarantees and commitments which the Local General Partners make to
the Partnership. Moreover, other creditors may have claims on these assets. No
escrow accounts or other security arrangements will be established to ensure
performance of a Local General Partner's obligations. The cost to enforce a
Local General Partner's obligations may be high. If a Local General Partner does
not satisfy its obligations the Partnership may have no remedy, or the remedy
may be limited to removing the Local General Partner as general partner of the
Local Limited Partnership.

         FLUCTUATING ECONOMIC CONDITIONS CAN REDUCE THE VALUE OF REAL ESTATE.
The Partnership's principal business objective is providing its Limited Partners
with Low Income Housing Tax Credits, not the generation of gains from the
appreciation of real estate held by the Local Limited Partnerships. In its
financial statements, the Partnership has carried its investments in Local
Limited Partnerships at values reflecting the sum of the total amount of the
remaining future Low Income Housing Tax Credits estimated to be allocated to the
Partnership and the estimated residual value to the Partnership of its interests
in the Local Limited Partnerships. As of the beginning of the first year covered
by this report, the Partnership had reduced the carrying amount to $0 with
respect to all of its investments.

          Any investment in real estate is subject to risks from fluctuating
economic conditions. These conditions can adversely affect the ability to
realize a profit or even to recover invested capital. Among these conditions
are:

o        the general and local job market,


                                       5
<PAGE>

         o        the availability and cost of mortgage financing,

         o        monetary inflation,

         o        tax, environmental, land use and zoning policies,

         o        the supply of and demand for similar properties,

         o        neighborhood conditions,

         o        the availability and cost of utilities and water.

C.       TAX RISKS OTHER THAN THOSE RELATING TO TAX CREDITS

In addition to the risks pertaining specifically to tax credits, there are other
Federal income tax risks. Additional Federal income tax risks associated with
the ownership of Units and the operations of the Partnership and the Local
Limited Partnerships include, but are not limited to, the following:

         NO OPINION OF COUNSEL AS TO CERTAIN MATTERS. No legal opinion is
obtained regarding matters:

         o        the determination of which depends on future factual
                  circumstances,

         o        which are peculiar to individual Limited Partners, or

         o        which are not customarily the subject of an opinion.

The more significant of these matters include:

         o        allocating purchase price among components of a property,
                  particularly as between buildings and fixtures, the cost of
                  which is depreciable, and the underlying land, the cost of
                  which is not depreciable,


         o        characterizing expenses and payments made to or by the
                  Partnership or a Local Limited Partnership,

         o        identifying the portion of the costs of any Housing Complex
                  which qualify for historic and other tax credits,

         o        applying to any specific Limited Partner the limitation on the
                  use of tax credits and tax losses. Limited Partners must
                  determine for themselves the extent to which they can use tax
                  credits and tax losses, and

         o        the application of the alternative minimum tax to any specific
                  Limited Partner, or the calculation of the alternative minimum
                  tax by any Limited Partner. The alternative minimum tax could
                  reduce the tax benefits from an investment in the Partnership.

There can be no assurance, therefore, that the IRS will not challenge some of
the tax positions adopted by the Partnership. The courts could sustain an IRS
challenge. An IRS challenge, if successful, could have a detrimental effect on
the Partnership's ability to realize its investment objectives.

         PASSIVE ACTIVITY RULES WILL LIMIT DEDUCTION OF THE PARTNERSHIP'S LOSSES
AND IMPOSE TAX ON INTEREST INCOME. The Internal Revenue Code imposes limits on
the ability of most investors to claim losses from investments in real estate.
An individual may claim these so-called passive losses only as an offset to
income from investments in real estate or rental activities. An individual may
not claim passive losses as an offset against other types of income, such as
salaries, wages, dividends and interest. These passive activity rules will
restrict the ability of most Limited Partners to use losses from the Partnership
as an offset of non-passive income.

         THE PARTNERSHIP MAY EARN INTEREST INCOME ON ITS RESERVES AND LOANS. The
passive activity rules generally will categorize interest as portfolio income,
and not passive income. Passive losses cannot be used as an offset to portfolio
income. Consequently, a Limited Partner could pay tax liability on portfolio
income from the Partnership.

         AT RISK RULES MIGHT LIMIT DEDUCTION OF THE PARTNERSHIP'S LOSSES. If a
significant portion of the financing used to purchase Housing Complexes does not
consist of qualified nonrecourse financing, the "at risk" rules will limit a
Limited Partner's ability to claim Partnership losses to the amount the Limited
Partner invests in the Partnership. The "at risk" rules of the Internal Revenue
Code generally limit a Limited Partner's ability to deduct Partnership losses to
the sum of:

         o        the amount of cash the Limited Partner invests in the
                  Partnership, and

         o        the Limited Partner's share of Partnership qualified
                  nonrecourse financing.

Qualified nonrecourse financing is non-convertible, nonrecourse debt which is
borrowed from a government, or with exceptions, any person actively and
regularly engaged in the business of lending money.


                                       6
<PAGE>

         TAX LIABILITY ON SALE OF HOUSING COMPLEX OR LOCAL LIMITED PARTNERSHIP
INTEREST MAY EXCEED THE CASH AVAILABLE FROM THE SALE. When a Local Limited
Partnership sells a Housing Complex it will recognize gain. Such gain is equal
to the difference between:

         o        the sales proceeds plus the amount of indebtedness secured by
                  the Housing Complex, and

         o        the adjusted basis for the Housing Complex. The adjusted basis
                  for a Housing Complex is its original cost, plus capital
                  expenditures, minus depreciation.

Similarly, when the Partnership sells an interest in a Local Limited Partnership
the Partnership will recognize gain. Such gain is equal to the difference
between:

         o        the sales proceeds plus the Partnership's share of the amount
                  of indebtedness secured by the Housing Complex, and

         o        the adjusted basis for the interest. The adjusted basis for an
                  interest in a Local Limited Partnership is the amount paid for
                  the interest, plus income allocations and cash distributions,
                  less loss allocations.

Accordingly, gain will be increased by the depreciation deductions taken during
the holding period for the Housing Complex. In some cases, a Limited Partner
could have a tax liability from a sale greater than the cash distributed to the
Limited Partner from the sale.

         ALTERNATIVE MINIMUM TAX LIABILITY COULD REDUCE A LIMITED PARTNER'S TAX
BENEFITS. If a Limited Partner pays alternative minimum tax, the Limited Partner
could suffer a reduction in benefits from an investment in the Partnership. The
application of the alternative minimum tax is personal to each Limited Partner.
Tax credits may not be utilized to reduce alternative minimum tax liability.

         IRS COULD AUDIT THE RETURNS OF THE PARTNERSHIP, THE LOCAL LIMITED
PARTNERSHIPS OR THE LIMITED PARTNERS. The IRS can audit the Partnership or a
Local Limited Partnership at the entity level with regard to issues affecting
the entity. The IRS does not have to audit each Limited Partner in order to
challenge a position taken by the Partnership or a Local Limited Partnership.
Similarly, only one judicial proceeding can be filed to contest an IRS
determination. A contest by the Partnership of any IRS determination might
result in high legal fees.

         AN AUDIT OF THE PARTNERSHIP OR A LOCAL LIMITED PARTNERSHIP ALSO COULD
RESULT IN AN AUDIT OF A LIMITED PARTNER. An audit of a Limited Partner's tax
returns could result in adjustments both to items that are related to the
Partnership and to unrelated items. The Limited Partner could then be required
to file amended tax returns and pay additional tax plus interest and penalties.

         A SUCCESSFUL IRS CHALLENGE TO TAX ALLOCATIONS OF THE PARTNERSHIP OR A
LOCAL LIMITED PARTNERSHIP WOULD REDUCE THE TAX BENEFITS OF AN INVESTMENT IN THE
PARTNERSHIP. Under the Internal Revenue Code, a partnership's allocation of
income, gains, deductions, losses and tax credits must have substantial economic
effect. Substantial economic effect is a highly-technical concept. The
fundamental principle is two-fold. If a partner will benefit economically from
an item of partnership income or gain, that item must be allocated to him so
that he bears the correlative tax burden. Conversely, if a partner will suffer
economically from an item of partnership deduction or loss, that item must be
allocated to him so that he bears the correlative tax benefit. If a
partnership's allocations do not have substantial economic effect, then the
partnership's tax items are allocated in accordance with each partner's interest
in the partnership. The IRS might challenge the allocations made by the
Partnership:

         o        between the Limited Partners and the General Partner,

         o        among the Limited Partners, or

         o        between the Partnership and a Local General Partner.


                                       7
<PAGE>

If any allocations were successfully challenged, a greater share of the income
or gain or a lesser share of the losses or tax credits might be allocated to the
Limited Partners. This would increase the tax liability or reduce the tax
benefits to the Limited Partners.

         TAX LIABILITIES COULD ARISE IN LATER YEARS OF THE PARTNERSHIP. After a
period of years following commencement of operations by a Local Limited
Partnership, the Local Limited Partnership may generate profits rather than
losses. A Limited Partner would have tax liability on his share of such profits
unless he could offset the income with:

         o        unused passive losses from the Partnership or other
                  investments, or

         o        current passive losses from other investments.

In such circumstances, the Limited Partner would not receive a cash distribution
from the Partnership with which to pay any tax liability.

         IRS CHALLENGE TO TAX TREATMENT OF EXPENDITURES COULD REDUCE LOSSES. The
IRS may contend that fees and payments of the Partnership or a Local Limited
Partnership:

         o        should be deductible over a longer period of time or in a
                  later year,

         o        are excessive and may not be capitalized or deducted in full,

         o        should be capitalized and not deducted, or

         o        may not be included as part of the basis for computing tax
                  credits.

Any such contention by the IRS could adversely impact, among other things:

         o        the eligible basis of a Housing Complex used to compute Low
                  Income Housing Tax Credits,

         o        the adjusted basis of a Housing Complex used to compute
                  depreciation,

         o        the correct deduction of fees,

         o        the amortization of organization and offering expenses and
                  start-up expenditures.

If the IRS were successful in any such contention, the anticipated tax credits
and losses of the Partnership would be reduced, perhaps substantially.

         CHANGES IN TAX LAW MIGHT REDUCE THE VALUE OF LOW INCOME HOUSING TAX
CREDITS. Although all Low Income Housing Tax Credits are allocated to a Housing
Complex at commencement of the 10-year credit period, there can be no assurance
that future legislation may not adversely affect an investment in the
Partnership. For example, legislation could reduce or eliminate the value of Low
Income Housing Tax Credits. In this regard, before 1986, the principal tax
benefit of an investment in low income housing was tax losses. These tax losses
generally were used to reduce an investor's income from all sources on a
dollar-for-dollar basis. Investments in low income housing were made in reliance
on the availability of such tax benefits. However, tax legislation enacted in
1986 severely curtailed deduction of such losses.

         NEW ADMINISTRATIVE OR JUDICIAL INTERPRETATIONS OF THE LAW MIGHT REDUCE
THE VALUE OF TAX CREDITS. Many of the provisions of the Internal Revenue Code
related to low income housing and real estate investments have not been
interpreted by the IRS in regulations, rulings or public announcements, or by
the courts. In the future, these provisions may be interpreted or clarified by
the IRS or the courts in a manner adverse to the Partnership or the Local
Limited Partnerships. The IRS constantly reviews the Federal tax rules, and can
revise its interpretations of established concepts. Any such revisions could
reduce or eliminate tax benefits associated with an investment in the
Partnership.

         STATE INCOME TAX LAWS MAY ADVERSELY AFFECT THE LIMITED PARTNERS. A
Limited Partner may be required to file income tax returns and be subject to tax
and withholding in each state or local taxing jurisdiction in which: a Housing
Complex is located, the Partnership or a Local Limited Partnership engages in
business activities, or the Limited Partner is a resident. Corporate Limited
Partners may be required to pay state franchise taxes.


                                       8
<PAGE>

         THE TAX TREATMENT OF PARTICULAR ITEMS UNDER STATE OR LOCAL INCOME TAX
LAWS MAY VARY MATERIALLY FROM THE FEDERAL INCOME TAX TREATMENT OF SUCH ITEMS.
Nonetheless, many of the Federal income tax risks associated with an investment
in the Partnership may also apply under state or local income tax law. The
Partnership may be required to withhold state taxes from distributions or income
allocations to Limited Partners in some instances.

D.       RISKS RELATED TO THE PARTNERSHIP AND THE PARTNERSHIP AGREEMENT

         THE PARTNERSHIP MAY BE UNABLE TO TIMELY PROVIDE FINANCIAL REPORTS TO
THE LIMITED PARTNERS WHICH WOULD ADVERSELY AFFECT THEIR ABILITY TO MONITOR
PARTNERSHIP OPERATIONS. Historically, the Partnership has been unable to timely
file and provide investors with all of its required periodic reports. Each Local
General Partner is required to retain independent public accountants and to
report financial information to the Partnership in a timely manner. There cannot
be any assurance that the Local General Partners will satisfy these obligations.
If not, the Partnership would be unable to provide to the Limited Partners in a
timely manner its financial statements and other reports. That would impact the
Limited Partners' ability to monitor Partnership operations. The Partnership's
failure to meet its filing requirements under the Securities Exchange Act of
1934 could reduce the liquidity for the Partnership Units due to the
unavailability of public information concerning the Partnership. The failure to
file could also result in sanctions imposed by the SEC. Any defense mounted by
the Partnership in the face of such sanctions could entail legal and other fees,
which would diminish cash reserves.

         LACK OF LIQUIDITY OF INVESTMENT. It is unlikely that a public market
will develop for the purchase and sale of Partnership Units. Accordingly,
Limited Partners may not be able to sell their Partnership Units promptly or at
a reasonable price. Partnership Units should be considered as a long-term
investment because the Partnership is unlikely to sell any Local Limited
Partnership Interests for at least 15 years. Partnership Units cannot be
transferred to tax-exempt or foreign entities, or through a secondary market.
The General Partner can deny effectiveness of a transfer if necessary to avoid
adverse tax consequences from the transfer. The General Partner does not
anticipate that any Partnership Units will be redeemed by the Partnership.

         THE LIMITED PARTNERS WILL NOT CONTROL THE PARTNERSHIP AND MUST RELY
TOTALLY ON THE GENERAL PARTNER. The General Partner will make all management
decisions for the Partnership. Management decisions include exercising powers
granted to the Partnership by a Local Limited Partnership. Limited Partners have
no right or power to take part in Partnership management.

Individual Limited Partners will have no recourse if they disagree with actions
authorized by a vote of the majority. The Partnership Agreement grants to
Limited Partners owning more than 50% of the Partnership Units the right to:

         o        remove the General Partner and elect a replacement general
                  partner,

         o        amend the Partnership Agreement,

         o        terminate the Partnership.

Accordingly, a majority-in-interest of the Limited Partners could cause any such
events to occur, even if Limited Partners owning 49% of the Units opposed such
action.

         LIMITATIONS ON LIABILITY OF THE GENERAL PARTNER TO THE PARTNERSHIP. The
ability of Limited Partners to sue the General Partner and it affiliates is
subject to limitations. The Partnership Agreement limits the liability of the
General Partner and it affiliates to the Limited Partners. The General Partner
and it affiliates will not be liable to the Limited Partners for acts and
omissions: performed or omitted in good faith, and performed or omitted in a
manner which the General Partner reasonably believed to be within the scope of
its authority and in the best interest of the Limited Partners, provided such
conduct did not constitute negligence or misconduct.

Therefore, Limited Partners may be less able to sue the General Partner and it
affiliates than would be the case if such provisions were not included in the
Partnership Agreement.

         PAYMENT OF FEES TO THE GENERAL PARTNER AND ITS AFFILIATES REDUCES CASH
AVAILABLE FOR INVESTMENT IN LOCAL LIMITED PARTNERSHIPS. The General Partner and
it affiliates perform many services for the Partnership. They are paid fees for
these services, which reduce the amount of the cash available for investment in


                                       9
<PAGE>

Local Limited Partnerships. Accordingly, an investor investing directly in a low
income housing Housing Complex would have a greater amount available for
investment than an investor investing in low income housing through the
Partnership.

         ASSOCIATES AND ITS AFFILIATES ARE SERVING AS THE GENERAL PARTNERS OF
MANY OTHER PARTNERSHIPS. Depending on their corporate area of responsibility,
the officers of Associates initially devote approximately 5% to 50% of their
time to the Partnership. These individuals spend significantly less time devoted
to the Partnership after the investment of the Partnership's capital in Local
Limited Partnerships.

         THE INTERESTS OF LIMITED PARTNERS MAY CONFLICT WITH THE INTERESTS OF
THE GENERAL PARTNER AND ITS AFFILIATES. The General Partner and its affiliates
are committed to the management of more than 100 other limited partnerships that
have investments similar to those of the Partnership. The General Partner and
its affiliates receive substantial compensation from the Partnership. The
General Partner decides how the Partnership's investments in Housing Complexes
are managed, and when the investments will be sold. The General Partner may face
a conflict in these circumstances because the General Partner's share of fees
and cash distributions from the transaction may be more or less than their
expected share of fees if a Housing Complex was not sold. The result of these
conflicts could be that a Partnership may make investments which are less
desirable, or on terms which are less favorable, to the Partnership than might
otherwise be the case. The Partnership has not developed any formal process for
resolving conflicts of interest. However, the General Partner is subject to a
fiduciary duty to exercise good faith and integrity in handling the affairs of
the Partnership, and that duty will govern its actions in all such matters.
Furthermore, the manner in which the Partnership can operate and sell
investments is subject to substantial restrictions as outlined in the
Partnership Agreement.

         Anticipated future and existing cash resources of the Partnership are
not sufficient to pay existing liabilities of the Partnership. However,
substantially all of the existing liabilities of the Partnership are payable to
the General Partner and/or its affiliates.

         The Partnership's accrued payables consist primarily of the asset
management fees payable to the General Partner. These accrued payables increased
by approximately $112,000 for each of the years ended March 31, 2007, 2006 and
2005. The Partnership's future contractual cash obligations consist solely of
its obligations to pay future annual asset management fees. These will equal
approximately $112,000 per year through the termination of the Partnership,
which must occur no later than December 31, 2037. Though the amounts payable to
the General Partner and/or its affiliates are contractually currently payable,
the Partnership anticipates that the General Partner and/or its affiliates will
not require the payment of these contractual obligations until capital reserves
are in excess of the aggregate of the existing contractual obligations and
anticipated future foreseeable obligations of the Partnership. The Partnership
would be adversely affected should the General Partner and/or its affiliates
demand current payment of the existing contractual obligations and or suspend
services for this or any other reason.

         Associates agreed to continue providing advances sufficient enough to
fund the operations and working capital requirements of the Partnership through
July 31, 2010.

ITEM 2. PROPERTIES

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


                                       10
<PAGE>

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                 --------------------------------------- ---------------
                                                                          AS OF MARCH 31, 2007
                                                                 --------------------------------------- ---------------
                                                                    PARTNERSHIP'S
                                                                  TOTAL INVESTMENT       AMOUNT OF
    LOCAL LIMITED                              GENERAL PARTNER    IN LOCAL LIMITED    INVESTMENT PAID     NUMBER OF
   PARTNERSHIP NAME          LOCATION               NAME            PARTNERSHIPS          TO DATE           UNITS
------------------------------------------------------------------------------------------------------------------------


                                             Philip R. Hammond,
                                             Jr. and Diane M.
Alta Vista Investors   Orosi, California     Hammond                   $  583,000          $ 583,000           42


BCA Associates (2)     Anderson, California  Douglas W. Young                   -                  -            -

                                             David J. Michael,
                                             Patrick R.
                                             Sabelhaus and
                                             Professional
Cloverdale Garden      Cloverdale,           Apartment
Apartments             California            Management                   617,000            617,000           34


                                             Philip R. Hammond,
                                             Jr. and Diane M.
Countryway Associates  Mendota, California   Hammond                      571,000            571,000           41

                                             David J. Michael
                                             and Professional
                                             Apartment
East Garden            Jamestown,            Management                   770,000            770,000           51
Apartments             California

HPA                    Shafter, California   Douglas W. Young             538,000            538,000           42


Knights Landing        Knights Landing,      Douglas W. Young
Harbor                 California            and Diane L. Young           275,000            275,000           25


[CONTINUED]



                                                                 -------------------------------------------------
                                                                       AS OF DECEMBER 31, 2006
                                                                 -------------------------------------------------

                                                                    ESTIMATED AGGREGATE       MORTGAGE BALANCES OF
    LOCAL LIMITED                              GENERAL PARTNER       LOW INCOME HOUSING           LOCAL LIMITED
   PARTNERSHIP NAME          LOCATION               NAME               TAX CREDITS (1)             PARTNERSHIP
------------------------------------------------------------------------------------------------------------------


                                             Philip R. Hammond,
                                             Jr. and Diane M.
Alta Vista Investors   Orosi, California     Hammond                    $   1,274,000               $1,399,000


BCA Associates (2)     Anderson, California  Douglas W. Young                       -                        -

                                             David J. Michael,
                                             Patrick R.
                                             Sabelhaus and
                                             Professional
Cloverdale Garden      Cloverdale,           Apartment
Apartments             California            Management                     1,387,000                1,600,000


                                             Philip R. Hammond,
                                             Jr. and Diane M.
Countryway Associates  Mendota, California   Hammond                        1,162,000                1,438,000

                                             David J. Michael
                                             and Professional
                                             Apartment
East Garden            Jamestown,            Management                     1,772,000                2,106,000
Apartments             California

HPA                    Shafter, California   Douglas W. Young               1,223,000                1,477,000


Knights Landing        Knights Landing,      Douglas W. Young
Harbor                 California            and Diane L. Young               446,000                  977,000

</TABLE>

                                       11
<PAGE>

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                                 --------------------------------------- --------------
                                                                          AS OF MARCH 31, 2007
                                                                 --------------------------------------- --------------
                                                                    PARTNERSHIP'S
                                                                  TOTAL INVESTMENT       AMOUNT OF
    LOCAL LIMITED                              GENERAL PARTNER    IN LOCAL LIMITED    INVESTMENT PAID     NUMBER OF
   PARTNERSHIP NAME          LOCATION               NAME            PARTNERSHIPS          TO DATE           UNITS
-----------------------------------------------------------------------------------------------------------------------

                                             Philip R. Hammond,
Midland Manor                                Jr. and Diane M.
Associates              Mendota, California  Hammond                         383,000            383,000           40

                                             Richard Parasol
                        San Jacinto,         and Richard A.
San Jacinto             California           Gullota                         469,000            469,000           38
Associates
                                             Thomas G. Larson,
                                             William H. Larson
                                             and Raymond L.
Woodlake Manor          Woodlake,            Tetzlaff                        545,000            545,000           44
                        California

                                             Ronald D.
Yreka Investment        Yreka, California    Bettencourt                     538,000            538,000           36
                                                                        ------------       ------------     --------

                                                                         $ 5,289,000        $ 5,289,000          393
                                                                         ===========        ===========     ========

[CONTINUED]





                                                                 -------------------------------------------------
                                                                      AS OF DECEMBER 31, 2006
                                                                 -------------------------------------------------

                                                                  ESTIMATED AGGREGATE         MORTGAGE BALANCES OF
    LOCAL LIMITED                              GENERAL PARTNER      LOW INCOME HOUSING             LOCAL LIMITED
   PARTNERSHIP NAME          LOCATION               NAME              TAX CREDITS (1)             PARTNERSHIP
------------------------------------------------------------------------------------------------------------------

                                             Philip R. Hammond,
Midland Manor                                Jr. and Diane M.
Associates              Mendota, California  Hammond                             668,000                 1,396,000

                                             Richard Parasol
                        San Jacinto,         and Richard A.
San Jacinto             California           Gullota                             830,000                 1,742,000
Associates
                                             Thomas G. Larson,
                                             William H. Larson
                                             and Raymond L.
Woodlake Manor          Woodlake,            Tetzlaff                          1,146,000                 1,417,000
                        California

                                             Ronald D.
Yreka Investment        Yreka, California    Bettencourt                       1,174,000                 1,431,000
                                                                           -------------              ------------

                                                                           $  11,082,000               $14,983,000
                                                                           =============               ===========
</TABLE>


(1)      Represents aggregate total anticipated Low Income Housing Tax Credits
         received over the 10 year credit period if the Housing complexes are
         retained and rented and in compliance with credit rules for the 15-year
         Compliance Period. All of the anticipated Low Income Housing Tax
         Credits have been received from the Local Limited Partnerships.
         Accordingly, the Partnership does not anticipate a significant amount
         Low Income Housing Credits being allocated to the Limited Partners in
         the future.

(2)      Sold on October 18, 2006, as of March 31, 2007 the Partnership has not
         been dissolved.


                                       12
<PAGE>

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                      -------------------------------------------------
                              FOR THE YEAR ENDED DECEMBER 31, 2006
                      -------------------------------------------------
                                                                           LOW INCOME HOUSING
           LOCAL LIMITED                                                   CREDITS ALLOCATED TO
         PARTNERSHIP NAME            RENTAL INCOME       NET INCOME (LOSS)     PARTNERSHIP
------------------------------------------------------------------------------------------------

Alta Vista Investors                  $ 228,000          $ (41,000)                 99%

BCA Associates                          165,000             532,000 *               99%

Cloverdale Garden Apartments            246,000            (43,000)                 99%

Countryway Associates                   161,000           (117,000)                 99%

East Garden Apartments                  305,000            (26,000)                 99%

HPA Investors                           225,000            (31,000)                 99%

Knights Landing Harbor                  171,000             10,000                  99%

Midland Manor Associates                205,000            (46,000)                 99%

San Jacinto Associates                  291,000              2,000                  99%

Woodlake Manor                          282,000            (12,000)                 99%

Yreka Investment Group                  241,000              1,000                  99%
                                      ---------          ---------           ---------


           Total                     $2,520,000           $229,000
                                     ==========           ========
</TABLE>



* This amount included the gain on disposal of the Housing Complex.


                                       13
<PAGE>

<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

WNC CALIFORNIA HOUSING TAX CREDITS , L.P.
MARCH 31, 2007
                                                                    -------------------------------------------------------
                                                                                       OCCUPANCY RATES
                                                                    -------------------------------------------------------
                                                                                      AS OF DECEMBER 31,
                                                                    -------------------------------------------------------

    LOCAL LIMITED                              GENERAL PARTNER
   PARTNERSHIP NAME          LOCATION               NAME             2006        2005        2004       2003         2002
---------------------------------------------------------------------------------------------------------------------------


                                             Philip R. Hammond,
                                             Jr. and Diane M.
Alta Vista Investors   Orosi, California     Hammond                  100%        100%        98%        93%         95%

BCA Associates (1)     Anderson, California  Douglas W. Young          N/A        100%        98%       100%        100%

                                             David J. Michael,
                                             Patrick R.
                                             Sabelhaus and
                                             Professional
Cloverdale Garden      Cloverdale,           Apartment
Apartments             California            Management                97%        100%       100%        97%        100%


                                             Philip R. Hammond,
                                             Jr. and Diane M.
Countryway Associates  Mendota, California   Hammond                   88%         66%        98%        98%         98%

                                             David J. Michael
                                             and Professional
                                             Apartment
East Garden Apartments Jamestown, California Management                98%        100%        98%        98%        100%

HPA Investors          Shafter, California   Douglas W. Young          90%         95%        95%        90%        100%
</TABLE>


                                       14
<PAGE>


<TABLE>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
MARCH 31, 2007
                                                                   ----------------------------------------------------------------
                                                                                           AS OF DECEMBER 31,
                                                                   ----------------------------------------------------------------
    LOCAL LIMITED            LOCATION          GENERAL PARTNER
   PARTNERSHIP NAME                                 NAME               2006           2005          2004        2003          2002
-----------------------------------------------------------------------------------------------------------------------------------


                        Knights Landing,     Douglas W. Young
Knights Landing Harbor  California           and Diane L. Young           100%         100%          92%         100%         100%


                                             Philip R. Hammond,
Midland Manor                                Jr. and Diane M.
Associates              Mendota, California  Hammond                       88%          95%          98%          97%          90%

                                             Richard Parasol
                        San Jacinto,         and Richard A.
San Jacinto Associates  California           Gullota                       97%          95%         100%         100%         100%

                                             Thomas G. Larson,
                                             William H. Larson
                                             and Raymond L.
Woodlake Manor          Woodlake, California Tetzlaff                      93%          93%         100%          93%          97%

                                             Ronald D.
Yreka Investment Group  Yreka, California    Bettencourt                  94%          97%         100%          100%         97%
                                                                          ----         ----        -----         ----         ---

                                                                          96%          95%          98%           97%         98%
                                                                          ====         ====         ====          ===         ===

</TABLE>

     N/A - Sold on October 18, 2006, therefore occupancy rate as of December 31,
2006 is not applicable.


                                       15
<PAGE>

ITEM 5A.

(a)  The Partnership Units are not traded on a public exchange but were sold
     through a public offering. It is not anticipated that any public market
     will develop for the purchase and sale of any Partnership Units and none
     exists. Partnership Units can be assigned or otherwise transferred only if
     certain requirements in the Partnership Agreement are satisfied.

(b)  At March 31, 2007, there were 650 Limited Partners and 0 assignees of
     Partnership Units who were not admitted as Limited Partners.

(c)  The Partnership was not designed to provide cash distributions to Limited
     Partners in circumstances other than refinancing or disposition of its
     investments in Local Limited Partnerships. Any such distributions would be
     made in accordance with the terms of the Partnership Agreement. During the
     years ended March 31, 2007, 2006 and 2005, the Partnership made cash
     distributions to the Limited Partners of, $274,547, $0 and $0, which
     equated to $36.85, $0 and $0 per Partnership Unit, respectively.

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

(e)  No unregistered securities were sold by the Partnership during the year
     ended March 31, 2007.

ITEM 9A. CONTROLS AND PROCEDURES

(a) DISCLOSURE CONTROLS AND PROCEDURES
    ----------------------------------
         As of the end of the period covered by this report, the Partnership's
         General Partner, under the supervision and with the participation of
         the Chief Executive Officer and Chief Financial Officer of Associates,
         carried out an evaluation of the effectiveness of the Partnership's
         "disclosure controls and procedures" as defined in Securities Exchange
         Act of 1934 Rule 13a-15 and 15d-15. Based on that evaluation, the Chief
         Executive Officer and Chief Financial Officer have concluded that, as
         of the end of the period covered by this report, the Partnership's
         disclosure controls and procedures were not effective to ensure that
         material information required to be disclosed in the Partnership's
         periodic report filings with SEC is recorded, processed, summarized and
         reported within the time period specified by the SEC's rules and forms,
         consistent with the definition of "disclosure controls and procedures"
         under the Securities Exchange Act of 1934.

         The Partnership must rely on the Local Limited Partnerships to provide
         the Partnership with certain information necessary to the timely filing
         of the Partnership's periodic reports. Factors in the accounting at the
         Local Limited Partnerships have caused delays in the provision of such
         information during past reporting periods, and resulted in the
         Partnership's inability to file its periodic reports in a timely
         manner.

         Once the Partnership has received the necessary information from the
         Local Limited Partnerships, the Chief Executive Officer and the Chief
         Financial Officer of Associates believe that the material information
         required to be disclosed in the Partnership's periodic report filings
         with SEC is effectively recorded, processed, summarized and reported,
         albeit not in a timely manner. Going forward, the Partnership will use
         the means reasonably within its power to impose procedures designed to
         obtain from the Local Limited Partnerships the information necessary to
         the timely filing of the Partnership's periodic reports.

(b) CHANGES IN INTERNAL CONTROLS
    ----------------------------
         There were no changes in the Partnership's internal control over
         financial reporting that occurred during the quarter ended March 31,
         2007 that materially affected, or are reasonably likely to materially
         affect, the Partnership's internal control over financial reporting.


                                       16
<PAGE>


PART III.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

(a)   IDENTIFICATION OF DIRECTORS, (B) IDENTIFICATION OF EXECUTIVE OFFICERS, (C)
      --------------------------------------------------------------------------
      IDENTIFICATION OF CERTAIN SIGNIFICANT EMPLOYEES, (D) FAMILY RELATIONSHIPS,
      --------------------------------------------------------------------------
      AND (E) BUSINESS EXPERIENCE
      ---------------------------
Neither the General Partner nor the Partnership has directors, executives
officers or employees of its own. The business of the Partnership is conducted
primarily through Associates. Associates is a California corporation which was
organized in 1971. The following biographical information is presented for the
officers and employees of Associates with principal responsibility for the
Partnership's affairs.

Wilfred N. Cooper, Sr.         Chairman
Wilfred N. Cooper, Jr.         President and Chief Executive Officer
David N. Shafer, Esq.          Executive Vice President
Michael J. Gaber               Executive Vice President
Sylvester P. Garban            Senior Vice President - Institutional Investments
Thomas J. Riha, CPA            Senior Vice President - Chief Financial Officer
Thomas J. Hollingsworth        Vice President - Asset Management
Gregory S. Hand                Vice President - Acquisitions
Melanie R. Wenk                Vice President - Portfolio Management
Kay L. Cooper                  Director of WNC & Associates, Inc.
Jennifer E. Cooper             Director of WNC & Associates, Inc.

In addition to Wilfred N. Cooper, Sr., the directors of Associates are Wilfred
N. Cooper, Jr., Kay L. Cooper, and Jennifer Cooper. The principal shareholders
of Associates are a trust established by the Coopers.

Wilfred N. Cooper, Sr., age 76, is the founder and Chairman of the Board of
Directors of Associates, a Director of WNC Capital Corporation, and a general
partner in some of the partnerships previously sponsored by Associates Mr.
Cooper has been actively involved in the affordable housing industry since 1968.
Previously, during 1970 and 1971, he was founder and a principal of Creative
Equity Development Corporation, a predecessor of Associates, and of Creative
Equity Corporation, a real estate investment firm. For 12 years before that, Mr.
Cooper was employed by Rockwell International Corporation, last serving as its
manager of housing and urban developments where he had responsibility for
factory-built housing evaluation and project management in urban planning and
development. He has testified before committees of the U.S. Senate and the U.S.
House of Representatives on matters pertaining to the affordable housing
industry. Mr. Cooper is a Life Director of the National Association of Home
Builders, a National Trustee for NAHB's Political Action Committee, and a past
Chairman of NAHB's Multifamily Council. He is a Director of the National Housing
Conference and a member of NHC's Board of Governors, and a founder and Director
of the California Housing Consortium. He is the husband of Kay Cooper and the
father of Wilfred N. Cooper, Jr. Mr. Cooper graduated from Pomona College in
1956 with a Bachelor of Arts degree.

Wilfred N. Cooper, Jr., age 44, is President, Chief Executive Officer,
Secretary, a Director and a member of the Acquisition Committee of Associates.
He is President and a Director of, and a registered principal with, WNC Capital
Corporation, and is a Director and Vice President of WNC Management, Inc. He has
been involved in real estate investment and acquisition activities since 1988
when he joined Associates. Previously, he served as a Government Affairs
Assistant with Honda North America in Washington, D.C. Mr. Cooper is a member of
the Editorial Advisory Boards of AFFORDABLE HOUSING FINANCE and LIHTC MONTHLY
                                 --------------------------     -------------
REPORT, a Steering Member of the Housing Credit Group of the National
------
Association of Home Builders, a member of the Tax Policy Council for the
National Trust for Historical Preservation, a member of the Advisory Board of
the New York State Association for Affordable Housing, a member of the Urban
Land Institute and a member of TEC International, a global network of business
leaders and chief executives. He is the son of Wilfred Cooper, Sr. and Kay
Cooper. Mr. Cooper graduated from The American University in 1985 with a
Bachelor of Arts degree.

David N. Shafer, age 55, is an Executive Vice President, and a member of the
Acquisition Committee of Associates, and a Director, Vice President and
Secretary of WNC Management, Inc. Mr. Shafer has been active in the real estate

                                       17
<PAGE>

industry since 1984. Before joining Associates in 1990, he was engaged as an
attorney in the private practice of law with a specialty in real estate and
taxation. Mr. Shafer is a Director and past 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 J. Gaber, age 41, is an Executive Vice President - Oversees the
Originations, Acquisitions and Real Estate Development Department, and is a
member of the Acquisition Committee of Associates and Vice President of WNC
Management, Inc... Mr. Gaber has been involved in real estate acquisition,
valuation and investment activities since 1989 and has been associated with
Associates since 1997. Prior to joining Associates, he was involved in the
valuation and classification of major assets, restructuring of debt and analysis
of real estate taxes with H.F. Ahmanson & Company, parent of Home Savings of
America. Mr. Gaber graduated from the California State University, Fullerton in
1991 with a Bachelor of Science degree in Business Administration - Finance.

Sylvester P. Garban, age 61, is Senior Vice President - Institutional
Investments of Associates and registered principal with WNC Capital Corporation.
Mr. Garban has been involved in real estate investment activities since 1978.
Before joining Associates in 1989, he served as Executive Vice President with
MRW, Inc., a real estate development and management firm. Mr. Garban is a member
of the National Association of Affordable Housing Lenders and the Financial
Planning Association. He graduated from Michigan State University in 1967 with a
Bachelor of Science degree in Business Administration.

Thomas J. Riha, age 52, is Senior Vice President - Chief Financial Officer and a
member of the Acquisition Committee and the Commercial Real Estate Group of
Associates and Vice President, Treasurer and a Director of WNC Management, Inc.
He has been involved in real estate acquisition and investment activities since
1979. Before joining Associates in 1994, Mr. Riha was employed by Trust Realty
Advisor, a real estate acquisition and Management Company, last serving as Vice
President - Operations. He is a founding member of the Housing Credit Certified
Professional Board of Governors, a national professional certification program
administered by the NAHB and the National Affordable Housing Management
Association. 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.

Thomas J. Hollingsworth, CPA, age 56, is Vice President - Asset Management of
WNC & Associates, Inc. and oversees WNC's asset management group. Mr.
Hollingsworth has been involved in real estate acquisitions, operations and
syndication of multifamily properties for 25 years. Prior to joining WNC in
2005, he was the senior workout specialist at Key Corporation Housing
Management, Inc., a division of Key Bank. He has also been responsible for
structuring several tax sheltered multifamily acquisitions during his career.
Mr. Hollingsworth graduated from the University of Utah in 1973 with a Bachelor
of Science degree (cum laude) in Business Administration.

Gregory S. Hand, age 43, is Vice President - Acquisitions and a member of the
Commercial Real Estate Group of Associates. He is responsible for the oversight
of property underwriting. Mr. Hand has been involved in real estate analysis,
development and management since 1987. Prior to joining Associates in 1998, he
was a portfolio asset manager with a national tax credit sponsor with
responsibility for the management of $200 million in assets. Prior to that, he
was a finance manager with The Koll Company and a financial analyst with The
Irvine Company. Mr. Hand graduated from Iowa State University in 1987 with a
Bachelor of Business Administration degree in finance.

Melanie R. Wenk, CPA, age 39, is Vice President-Portfolio Management of
Associates. She is responsible for overseeing institutional and retail fund
portfolio management, including partnership accounting, SEC reporting, quarterly
and annual investor reporting and monitoring investment returns for all
stabilized WNC institutional funds. Prior to joining Associates in 2003, Ms.
Wenk was associated as a public accountant with BDO Seidman, LLP. She graduated
from the California Polytechnic State University, Pomona, in 1999 with a
Bachelor of Science degree in accounting.

Kay L. Cooper, age 72, is a Director of WNC & Associates, Inc. and has not
otherwise been engaged in business activities during the previous five years.
Kay Cooper was the sole proprietor of Agate 108, a manufacturer and retailer of

                                       18
<PAGE>

home accessory products from 1975 until its sale in 1998. She is the wife of
Wilfred Cooper, Sr. and the mother of Wilfred Cooper, Jr. Ms. Cooper graduated
from the University of Southern California in 1958 with a Bachelor of Science
degree.

Jennifer E. Cooper, age 46, is a Director of WNC & Associates, Inc. and has not
otherwise been engaged in business activities during the previous five years.
She is the wife of Wilfred Cooper, Jr. and attended the University of Texas from
1981 to 1986.

(f)      INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
         ----------------------------------------
         Two Local Limited Partnerships invested in by other
         Associates-sponsored public limited partnerships were unable to meet
         their obligations as they became due, and each has filed a voluntary
         petition in bankruptcy. The local general partner of one of them is not
         affiliated with Associates. The original unaffiliated local general
         partner of the other was removed and replaced with a general partner
         wholly-owned by two of the executive officers of WNC identified above.

(g)      PROMOTERS AND CONTROL PERSONS
         -----------------------------
         Inapplicable.

(h)      AUDIT COMMITTEE FINANCIAL EXPERT, AND (I) IDENTIFICATION OF THE AUDIT
         ---------------------------------------------------------------------
         COMMITTEE
         ---------
         Neither the Partnership, the General partner, nor Associates has an
         audit committee.

(j)      CHANGES TO NOMINATING PROCEDURES
         --------------------------------
         Inapplicable.

(k)      COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
         -------------------------------------------------
         None.

(l)      CODE OF ETHICS
         --------------
         Associates has adopted a Code of Ethics which applies to the Chief
         Executive Officer and Chief Financial Officer of Associates. The Code
         of Ethics will be provided without charge to any person who requests
         it. Such requests should be directed to: Investor Relations at
         (714)662-5565 extension 187.

ITEM 11.  EXECUTIVE COMPENSATION

The General Partners and their Affiliates are not permitted under Section 5.6 of
the Partnership's Agreement of Limited Partnership (the "Agreement,"
incorporated as Exhibit 3.1 to this report) to receive any salary, fees,
profits, distributions or allocations from the Partnership or any Local Limited
Partnership in which the Partnership invests except as expressly allowed by the
Agreement. The compensation and other economic benefits to the General Partner
and its Affiliates provided for in the Agreement are summarized below.

(a)      Compensation for Services
         -------------------------
         For services rendered by the Managing General Partner or an Affiliate
         of the Managing General Partner in connection with the administration
         of the affairs of the Partnership, the Managing General Partner or any
         such Affiliate may receive an annual Asset Management Fee in an amount
         equal to 0.5% of Invested Assets in Local Limited Partnerships which
         are subsidized under one or more Federal, state or local housing
         assistance programs. The Asset Management Fee is payable with respect
         to the previous calendar quarter on the first day of each calendar
         quarter during the year. Accrued but unpaid Asset Management Fees for
         any year are deferred without interest and are payable in subsequent
         years from any funds available to the Partnership after payment of all
         other costs and expenses of the Partnership, including any capital

                                       19
<PAGE>

         reserves then determined by the Managing General Partner to no longer
         be necessary to be retained by the Partnership, or from the proceeds of
         a sale or refinancing of Partnership assets. Fees of approximately
         $112,000 were incurred during each of the years ended March 31, 2007,
         2006 and 2005. The Partnership paid the General Partners and or their
         affiliates $0 of those fees during each of the years ended March 31,
         2007, 2006 and 2005.

         Subject to a number of terms and conditions set forth in the Agreement,
         the General Partner and its Affiliates may be entitled to compensation
         for services actually rendered or to be rendered in connection with (i)
         selecting, evaluating, structuring, negotiating and closing the
         Partnership's investments in Local Limited Partnership Interests, (ii)
         the acquisition or development of Properties for the Local Limited
         Partnerships, or (iii) property management services actually rendered
         by the General Partners or their Affiliates respecting the Properties
         owned by Local Limited Partnerships. The Partnership has completed its
         investment stage, so no compensation for the services in (i) or (ii)
         has been paid during the period covered by this report and none will be
         paid in the future. None of the services described in (iii) were
         rendered and no such compensation was payable for such services during
         the periods covered by this report.

(b)      Operating Expenses
         ------------------
         Reimbursement to a General Partner or any of its Affiliates of
         Operating Cash Expenses is subject to specific restrictions in Section
         5.3.4 of the Partnership's Agreement of Limited Partnership (the
         "Agreement," incorporated as Exhibit 3.1 to this report). The Agreement
         defines "Operating Cash Expenses" as

                  " . . . the amount of cash disbursed by the Partnership . . .
                  in the ordinary course of business for the payment of its
                  operating expenses, such as expenses for advertising and
                  promotion, management, utilities, repair and maintenance,
                  insurance, investor communications, legal, accounting,
                  statistical and bookkeeping services, use of computing or
                  accounting equipment, travel and telephone expenses, salaries
                  and direct expenses of Partnership employees while engaged in
                  Partnership business, and any other operational and
                  administrative expenses necessary for the prudent operation of
                  the Partnership. Without limiting the generality of the
                  foregoing, Operating Cash Expenses shall include fees paid by
                  the Partnership to any General Partner or any Affiliate of a
                  General Partner permitted by this Agreement and the actual
                  cost of goods, materials and administrative services used for
                  or by the Partnership, whether incurred by a General Partner,
                  an Affiliate of a General Partner or a non-Affiliated Person
                  in performing the foregoing functions. As used in the
                  preceding sentence, actual cost of goods and materials means
                  the actual cost of goods and materials used for or by the
                  Partnership and obtained from entities not Affiliated with a
                  General Partner, and actual cost of administrative services
                  means the pro rata cost of personnel (as if such persons were
                  employees of the Partnership) associated therewith, but in no
                  event to exceed the Competitive amount."

         The Agreement provides that no such reimbursement shall be permitted
         for services for which a General Partner or any of its Affiliates is
         entitled to compensation by way of a separate fee. Furthermore, no such
         reimbursement is to be made for (a) rent or depreciation, utilities,
         capital equipment or other such administrative items, and (b) salaries,
         fringe benefits, travel expenses and other administrative items
         incurred or allocated to any "controlling person" of a General Partner
         or any Affiliate of a General Partner. For the purposes of Section
         5.3.4, "controlling person" includes, but is not limited to, any
         person, however titled, who performs functions for a General Partner or
         any Affiliate of a General Partner similar to those of: (1) chairman or
         member of the board of directors; (2) executive management, such as
         president, vice president or senior vice president, corporate secretary
         or treasurer; (3) senior management, such as the vice president of an
         operating division who reports directly to executive management; or (4)
         those holding 5% or more equity interest in such General Partner or any
         such Affiliate of a General Partner or a person having the power to
         direct or cause the direction of such General Partner or any such
         Affiliate of a General Partner, whether through the ownership of voting
         securities, by contract or otherwise.


                                       20
<PAGE>

         The unpaid operating expenses reimbursable to the General Partner or
         its affiliates were $120,697, $83,544 and $54,154 for the year ended
         March 31, 2007, 2006 and 2005, respectively. The Partnership reimbursed
         the General Partner or its affiliates for operating expenses of $0, $0
         and $24,000 during each of the years ended March 31, 2007, 2006 and
         2005, respectively.

(c)      Interest in Partnership

         The General Partner receives 1% of the Partnership's allocated Low
         Income Housing Tax Credits, which approximated which approximated $0,
         $0 and $34 for Associates and $0, $0 and $4 for the General Partner in
         the aggregate for the tax years (calendar years) ended December 31,
         2006, 2005 and 2004, respectively. The General Partner is also entitled
         to receive 1% of the Partnership's operating income or losses, gain or
         loss from the sale of property and operating cash distributions. There
         were no distributions of operating cash to the General Partner during
         the years ended March 31, 2007, 2006 and 2005. The General Partner has
         an interest in sale or refinancing proceeds as follows: after the
         Limited Partners have received a return of their capital, General
         Partner may receive an amount equal to its capital contribution, less
         any prior distribution of such proceeds, then the General Partner may
         receive 1% and the Limited Partners 99% of any remaining proceeds.
         There were no such distributions to the General Partner during the
         years ended March 31, 2007, 2006 and 2005.


                                       21