FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)

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

For the fiscal year ended December 31, 1996

                                       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.

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

California                                                   33-0316953

                    WNC CALIFORNIA HOUSING TAX CREDITS, L.P.
              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                                              NOT APPLICABLE



          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|

      State  the   aggregate   market   value  of  the  voting   stock  held  by
non-affiliates of the registrant. Inapplicable.

                       DOCUMENTS INCORPORATED BY REFERENCE

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

NONE




<PAGE>


Item 1.  Business


Organization

WNC California Tax Housing  Credits,  L.P.  ("CHTC" or the  "Partnership")  is a
California Limited  Partnership formed under the laws of the State of California
on September 15, 1988. The Partnership was formed to acquire limited partnership
interests in local limited partnerships ("Local Limited Partnerships") which own
multifamily apartment complexes that are eligible for Federal and California (in
some cases) low income tax credits ("Low Income Housing Credits").

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

WNC & Associates,  Inc.  became a general partner upon its acquisition of all of
the outstanding stock of WNC Resources, Inc. in August 1991. WNC Resources, Inc.
was originally a general partner and Mr. Cooper was its principal shareholder.

On March 16, 1989, the  Partnership  commenced a public offering of 10,000 Units
of Limited Partnership Interests ("Units"), at a price of $1,000 per Unit. As of
the close of the public  offering,  October 31, 1990,  a total of 7,450  Limited
Partnership  Interests  representing  $7,450,000 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  Tax  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 Credits. In general,
under Section 42 of the Internal  Revenue  Code, an owner of low-income  housing
can receive the Low Income  Housing Credit to be used 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 the Low Income Housing Credits,
the  Partnership  does not expect that it will  dispose of its interest in Local
Limited Partnerships ("Local Limited Partnership Interests") or approve the sale
by a Local Limited  Partnership of any Apartment Complex prior to the end of the
applicable  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  years  in the  future,  and  (iii)  the  inability  of the
Partnerships  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's  Agreement of Limited
Partnership  ("Partnership  Agreement") will be able to be accomplished promptly
at the end of the 15-year  period.  If a Local Limited  Partnership is unable to
sell an Apartment Complex, it is anticipated that the Local General Partner will
either continue to operate such Apartment  Complex or take such other actions as
the Local  General  Partner  believes  to be in the best  interest  of the Local
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.

                                       3
<PAGE>

As of December 31, 1996,  CHTC had  invested in 11 Local  Limited  Partnerships.
Each of these Local  Partnerships owns an Apartment Complex that is eligible for
the Federal Low Income Housing Tax Credit.  Eight of the Apartment Complexes are
eligible  for the  California  Low Income  Housing Tax Credit.  All of the Local
Partnerships  also benefit from  government  programs  promoting low or moderate
income housing.

The  Partnership's  investments in Local  Partnerships  are subject to the risks
incident 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 th Apartment  Complexes owned by
Local  Partnerships  will be readily  marketable.  Additionally  there can be no
assurance that the Partnership  will be able to dispose of its interest in Local
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  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  Partners and the general  partners of
the Local  Partnerships,  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.

As of December 31, 1996,  all of the Apartment  Complexes  were completed and in
operation.  The Apartment  Complexes owned by the Local Limited  Partnerships in
which  CHTC has  invested  were  developed  by the Local  General  Partners  who
acquired the sites and applied for  applicable  mortgages  and  subsidies.  CHTC
became the principal  limited  partner in these Local  Partnerships  pursuant to
arm's-length negotiations with the Local General Partners. As a limited partner,
CHTC's liability for obligations of each Local Limited Partnership is limited to
its  investment.  The Local General  Partners of the Local  Limited  Partnership
retain  responsibility  for  maintaining,  operating  and managing the Apartment
Complex.

                                       4
<PAGE>

The  following  is a schedule of the statu,  as of  December  31,  1996,  of the
Apartment  Complexes  owned by Local  Limited  Partnerships  in which  CHTC is a
limited partner:
<TABLE>
<CAPTION>

                                      SCHEDULE OF PROJECTS OWNED BY LOCAL PARTNERSHIPS
                                         IN WHICH THE PARTNERSHIP HAS AN INVESTMENT
                                                   AS OF DECEMBER 31, 1996

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

Alta Vista Investors, Ltd.                 42                      42                   40                    95%
  Orisi, California
BCA Associates, Ltd.                       40                      40                   40                    100
  Anderson, California
Cloverdale Garden Apts., Ltd.              34                      34                   34                    100
  Cloverdale, California
Countryway Associates, Ltd.                41                      41                   36                    90
  Mendota, California
East Garden Apartments, Ltd                51                      51                   51                    100
  Jamestown, California
HPA Investors, Ltd.                        42                      42                   42                    100
  Shafter, California
Knights Landing, Ltd.                      25                      25                   24                    100
  Knights Landing, California
Midland Manor Associates                   40                      40                   39                    98
  Mendota, California
San Jacinto Associates                     38                      38                   33                    89
  San Jacinto, California
Woodlake Manor, Ltd.                       44                      44                   40                    93
  Woodlake, California
Yreka Investment Group, Ltd.               36                      36                   36                    100
  Yreka, California                        --                      --                   --                    ---
 

                                          433                     433                  416                    96%
                                          ====                    ====                 ====                   ===
</TABLE>





                                       5
<PAGE>




Item 2.  Properties

         Through its investment in Local  Partnerships  CHTCF holds interests 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.

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  Units.  Units can be  assigned  only if  certain
requirements in CHTC's Partnership Agreement are satisfied.


At December 31, 1996, there were 683 registered  holders of Limited  Partnership
Interests in CHTCF  ("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.  Federal
Housing  Tax  Credits  to  investors  for  1996  and  1995  were  $99  and  $99,
respectively, per Unit. State Low Income Housing Credits in the aggregate amount
of $473 to $700 per Unit were generated from 1989 through 1994.

                                       6
<PAGE>


Item 6.  Selected Financial Data



<TABLE>

<CAPTION>
                                                      Years Ended December 31,
                               ----------------------------------------------------------------------

                                   1996            1995           1994          1993           1992
                                  -----           -----          -----         -----          -----
<S>                            <C>             <C>           <C>            <C>           <C> 

Revenues                          $3,549          $3,911         $2,764        $2,885         $4,698

Partnership operating
expenses                        (138,716)       (145,806)      (145,636)     (157,710)      (158,416)

Equity in loss of
Local Partnership               (476,567)       (412,291)      (437,264)     (375,550)      (506,785)
                                --------        --------       --------      --------       --------

Net loss                       $(611,734)      $(554,186)     $(580,136)    $(530,375)     $(660,503)
                                ========        ========       ========      ========       ========

Net loss per Limited
Partnership Interest           $     (81)      $     (74)     $     (77)    $     (70)     $     (88)
                                =========       =========      =========     =========      =========

Total assets                   $2,526,490      $3,027,914     $3,470,515    $3,938,958     $4,358,291
                                =========       =========      =========     =========      =========

Net investment in
Local Partnerships             $2,442,547      $2,943,052     $3,376,715    $3,836,281     $3,911,040
                                =========       =========      =========     =========      =========

Capital contributions
payable to Local
Partnerships                          -0-             -0-            -0-           -0-             -0-
</TABLE>



                                       7
<PAGE>



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

Liquidity and Capital Resources

Overall,  as reflected in its Statement of Cash Flows, the Partnership had a net
decrease in cash and cash equivalents of approximately $600 for the period ended
December 31, 1996.  This  decrease was due to cash used by operating  activities
for the  Partnership  of  approximately  $9,600 and cash  provided by  investing
activities of approximately  $9,000 for distributions  from Local  Partnerships.

Overall,  as reflected in its Statement of Cash Flows, the Partnership had a net
decrease in cash and cash  equivalents  of  approximately  $9,200 for the period
ended  December  31,  1995  This  decrease  was  due to cash  used by  operating
activities  for the  Partnership of  approximately  $14,600 and cash provided by
investing  activities  of  approximately  $5,400  of  distributions  from  Local
Partnerships. Cash provided by operating activities for the two years, consisted
of  interest,  and cash  used  consisted  of  payments  for  operating  fees and
expenses.

The  Partnership  is indebed to an affiliate of the General  Partner for accrued
management fees in the amount of approximately $594,000.

The Partnership  raised $7,450,000 from investors by means of a public offering.
The Net Proceeds  available  for  investment  were  disbursed for the payment of
Acquisition Fees and Acquisition  Expenses,  the establishment of Reserves,  the
payment of  operating  expenses  and the  acquisition  of  investments  in Local
Partnerships  which own the Apartment  Complexes.  The  Partnership has paid all
capital  contributions due for its investments in Local  Partnerships and has no
further obligations for its property investments.

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

                                       8
<PAGE>

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

Upon  completion  of its pubic  offering (in 1991) the  Partnership  established
working  capital  reserves of 3.3% of capital  contributions  (or  approximately
$247,000),  an amount which is anticipated  to be sufficient to satisfy  general
working  capital and  administrative  expense  requirements  of the  Partnership
including  payment of the Asset Management Fee as well as expenses  attendant to
the  preparation  of tax returns and reports to the limited  partners  and other
investor  servicing  obligations of the Partnership.  To the extent that working
capital  reserves  are  insufficient  to satisfy  the cash  requirements  of the
Partnership,  it is anticipated  that  additional  funds would be sought through
bank loans or other institutional financing. The General Partners may also apply
any cash  distributions  received from the Local Limited  Partnerships  for such
purposes or to replenish or increase working capital reserves.

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

                                       9
<PAGE>

Liquidity

CHTC's  primary source of funds was the proceeds of its public  offering.  Other
sources of liquidity  include interest earned on cash balances and distributions
from Local Limited Partnerships.  The Local Limited Partnerships are expected to
maintain  working  capital  reserves  independent  of  those  maintained  by the
Partnership  to the extent that (i) the terms of mortgage debt  encumbering  the
Apartment  Complexes  or the  terms  of any  government  assistance  program  so
require,  or (ii) the Local General  Partner  determines  that such reserves are
necessary  or  advisable.  Although  reserves are to be  maintained  at both the
Partnership  and Local Limited  Partnership  levels,  if such reserves and other
available  income,  if any, are  insufficient to cover the  Partnership's or any
Local  Limited  Partnership's  operating  expenses  and  liabilities,  it may be
necessary to accumulate additional funds from distributions  received from Local
Limited  Partnerships which would otherwise be available for distribution to the
Limited Partners,  or to liquidate the  Partnership's  investment in one or more
Local Limited Partnerships.

Reserves of the Partnership and reserves of the Local Limited Partnership may be
increased  or  decreased  from time to time by the General  Partner or the Local
General  Partner,  as the case may be,  in order to meet  anticipated  costs and
expenses.  The amount of cash flow  available  for  distribution  and/or Sale or
Refinancing Proceeds, if any, which is available for distribution to the Limited
Partners may be affected accordingly.

Results of Operations

As reflected on its  Statements of  Operations,  the  Partnership  had losses of
$611,734,  $554,186,  and $580,136 for the years ended December 31, 1996,  1995,
and 1994, respectively. The component items of revenue and expense are discussed
below.

Revenue.  Partnership  revenues  consisted  entirely of interest  earned on cash
deposits held in financial institutions as Reserves.  Interest revenue in future
years will be a function  of  prevailing  interest  rates and the amount of cash
balances.  It is anticipated that the Partnership will maintain cash reserves in
an amount  not  materially  in  excess of the  minimum  amount  required  by its
Partnership Agreement, which is 3% of Capital Contributions.

Expenses. The most significant component of operating expenses is expected to be
the Asset Management Fee. The Asset Management Fees is equal to 0.5% of Invested
assets of local Limited  Partnerships:  accordingly the amount to be incurred in
the future is a function of the level of such invested assets (i.e.,  the sum of
the Partnerships'  capital  contributions to the Local Limited Partnerships plus
the Partnership's share of the debts related to the Apartment Complexes owned by
such  Local  Limited  Partnerships).  The annual  management  fee  incurred  was
$111,691,  $111,691,  and $111,693, for the years ended December 31, 1996, 1995,
and 1994, respectively.

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

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

The Partnership,  as a Limited Partner in the Local Partnerships in which it has
invested, is subject to the risks incident to the construction,  management, and
ownership of improved real estate. The Partnership  investments are also subject
to adverse  general  economic  conditions,  and  accordingly,  the status of the
national economy,  including substantial  unemployment and concurrent inflation,
could increase vacancy levels, rental payment defaults,  and operating expenses,
which in turn, could substantially increase the risk of operating losses for the
Apartment Complexes.

                                       10
<PAGE>



Item 8.  Financial Statements and Supplementary Data











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

                              FINANCIAL STATEMENTS

                               For The Years Ended
                        December 31, 1996, 1995 and 1994

                                      with

                      INDEPENDENT AUDITORS' REPORT THEREON





                                       11
<PAGE>







                          INDEPENDENT AUDITORS' REPORT



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


We have audited the  accompanying  balance sheets of WNC California  Housing Tax
Credits,  L.P. (a California  Limited  Partnership)  (the  "Partnership")  as of
December 31, 1996 and 1995, and the related statements of operations,  partners'
equity  (deficit) and cash flows for the years ended December 31, 1996, 1995 and
1994. These financial  statements are the  responsibility  of the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits. We did not audit the financial statements of the
limited  partnerships  in which WNC  California  Housing Tax Credits,  L.P. is a
limited  partner.  These  investments,  as discussed in Note 2 to the  financial
statements,  are accounted for by the equity  method.  The  investments in these
limited  partnerships  represented 97% of the total assets of WNC California Tax
Credits,  L.P., at December 31, 1996 and 1995.  The financial  statements of the
limited  partnerships  were audited by other  auditors  whose  reports have been
furnished to us, and our opinion,  insofar as it relates to the amounts included
for these  limited  partnerships,  is based  solely on the  reports of the other
auditors.

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

In our opinion,  based on our audits and the reports of the other auditors,  the
financial statements referred to above present fairly, in all material respects,
the financial position of WNC California Housing Tax Credits, L.P. (A California
Limited  Partnership)  as of December 31, 1996 and 1995,  and the results of its
operations  and its cash flows for each of the years ended  December  31,  1996,
1995 and 1994 in conformity with generally accepted accounting principles.



                                                         /s/  CORBIN & WERTZ 
                                                         -------------------

                                                          CORBIN & WERTZ      


Irvine, California
March 15, 1997



                                     
<PAGE>



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

                                 BALANCE SHEETS

                           December 31, 1996 and 1995



ASSETS                                         1996                1995
                                            ----------          ----------

Cash and cash equivalents                $       83,943        $     84,504

Investments in limited partnerships
 (Note 2)                                      2,442,547          2,943,052

Other assets                                       ---                  358
                                              ----------         ----------

                                         $    2,526,490        $  3,027,914
                                             ==========          ==========

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities -
  Accrued fees and expenses due to
  general partner and affiliates
  (Note 3)                               $      594,248        $    483,938
                                                -------             -------    
Partners' equity (deficit):
  General partner                               (45,518)            (39,401)
  Limited partners (10,000 units
  authorized; 7,450 units issued
  and outstanding at December 31,
  1996 and 1995)                              1,977,760           2,583,377
                                             ----------          ----------

  Total partners' equity                      1,932,242           2,543,976
                                             ----------          ----------

                                         $    2,526,490        $  3,027,914
                                              =========          ==========



                 See accompanying notes to financial statements
                                      FS-2

<PAGE>


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

                            STATEMENTS OF OPERATIONS

              For The Years Ended December 31, 1996, 1995 and 1994





                                       1996          1995           1994
                                    ----------   ----------     ----------


Interest income                 $     3,549     $     3,911   $     2,764

Operating expenses:
  Amortization (Note 2)              14,904          15,970         19,509
  Partnership management fees
  (Note 3)                          111,691         111,691        111,693
  Legal and accounting                5,175           7,000          7,613
  Office                              6,946          11,145          6,821
                                  ---------      ----------     ----------

   Total operating expenses         138,716         145,806        145,636
                                  ---------      ----------     ----------

Loss from operations               (135,167)       (141,895)      (142,872)

Equity in losses from limited
 partnerships (Note 2)             (476,567)       (412,291)      (437,264)
                                  ----------      ----------     ----------

Net loss                        $  (611,734)    $  (554,186)  $   (580,136)
                                  ==========      ==========     ==========

Net loss allocable to:
  General partners              $    (6,117)    $    (5,542)  $     (5,801)
                                  ==========       =========     ==========
  Limited partners              $  (605,617)    $  (548,644)  $   (574,335)
                                  ==========      ==========     ==========

Net loss per weighted number
 of limited partner units       $    (81.29)    $    (73.64)  $     (77.09)
                                  ==========      ==========     ==========

Outstanding weighted limited
 partner units                         7,450           7,450          7,450
                                  ==========      ==========     ==========


                 See accompanying notes to financial statements
                                      FS-3
<PAGE>

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

                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

              For The Years Ended December 31, 1996, 1995 and 1994


                                     
                             General            Limited
                             Partners           Partners                Total


Equity (deficit) -
 January 1, 1994       $     (28,058)     $    3,706,356        $   3,678,298


Net loss                      (5,801)           (574,335)            (580,136)
                          ----------          ----------           ----------


Equity (deficit) -
 December 31, 1994           (33,859)          3,132,021            3,098,162


Net loss                      (5,542)           (548,644)            (554,186)
                          ----------          ----------           ----------


Equity (deficit) -
 December 31, 1995           (39,401)          2,583,377            2,543,976


Net loss                      (6,117)           (605,617)            (611,734)
                          ----------          ----------           ----------

Equity (deficit) -
 December 31, 1996     $     (45,518)     $    1,977,760        $   1,932,242
                          ==========          ==========           ==========


                 See accompanying notes to financial statements
                                      FS-4


<PAGE>

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

                            STATEMENTS OF CASH FLOWS

              For The Years Ended December 31, 1996, 1995 and 1994

<TABLE>
<CAPTION>
 
                                               1996           1995            1994
                                            ----------     ----------      ----------
<S>                                      <C>            <C>            <C>    
Cash flows from operating activities:
  Net loss                               $  (611,734)   $  (554,186)    $   (580,136)
  Adjustments to reconcile net
   loss to net cash used in
   operating activities:
    Amortization                              14,904         15,970           19,509
    Equity in loss of limited
     partnerships                            476,567        412,291          437,264
    Change in other assets                       358          (284)              180
    Change in accrued fees and
     expenses due to general
     partner and affiliates                  110,310        111,585          111,693
                                           ---------     ----------       ----------

Net cash used in operating activities        (9,595)        (14,624)         (11,490)

Cash flows from investing activities -
 Distributions from limited partnerships       9,034          5,402            7,402
                                           ---------     ----------       ----------

Net decrease in cash and cash equivalents      (561)         (9,222)          (4,088)

Cash and cash equivalents, beginning of
 year                                         84,504          93,726          97,814
                                           ---------      ----------      ----------

Cash and cash equivalents, end of year   $    83,943    $     84,504    $     93,726
                                           =========      ==========      ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
 INFORMATION:
  Interest paid                          $      ---     $        ---    $        ---
                                           =========      ==========      ==========
  Taxes paid                             $       800    $        800    $        800
                                           =========      ==========      ==========

</TABLE>

                 See accompanying notes to financial statements
                                      FS-5

<PAGE>



                    WNC CALIFORNIA HOUSING TAX CREDITS, L.P.

                       (A California Limited Partnership)


                          NOTES TO FINANCIAL STATEMENTS

              For The Years Ended December 31, 1996, 1995 and 1994



NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

WNC California Housing Tax Credits, L.P. (A California Limited Partnership) (the
"Partnership")  was formed on September  15, 1988 under the laws of the State of
California.  The  Partnership was formed to invest as a limited partner in other
limited  partnerships which own and operate  multifamily  housing complexes that
are eligible for low income housing tax credits.

WNC & Associates,  Inc., a California  corporation,  and Wilfred N. Cooper, Sr.,
are general  partners of the  Partnership  (the "General  Partner").  The Cooper
Revocable Trust is the principal shareholder of WNC & Associates, Inc.

The Partnership shall continue to be in full force and effect until December 31,
2037 unless terminated prior to that date pursuant to the partnership  agreement
or law.

The Partnership  Agreement  authorized the sale of up to 10,000 units of Limited
Partnership  Interests  at $1,000  per Unit  ("Units").  The  offering  of Units
concluded in October 1990 at which time 7,450 Units  representing  subscriptions
in the amount of  $7,450,000  had been  accepted.  The General  Partner has a 1%
interest  in  operating  profits  and  losses of the  Partnership.  The  limited
partners  will be allocated  the  remaining  99% interest in proportion to their
respective investments.

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

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



Continued



                                      FS-6

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

              For The Years Ended December 31, 1996, 1995 and 1994



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

Method of Accounting For Investment in Limited Partnerships

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

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

Cash and Cash Equivalents

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

Organization Costs

Organization  costs of $59,142 were being amortized on the straight-line  method
over sixty  months.  Such costs were fully  amortized  at December  31, 1996 and
1995.

Offering Expenses

Offering  expenses consist of underwriting  commissions,  legal fees,  printing,
filing and  recordation  fees,  and other costs  incurred  with selling  limited
partnership  interests in the  Partnership.  The General Partner is obligated to
pay all  offering  and  organization  costs in  excess of 15%  (including  sales
commissions)  of the total offering  proceeds.  Offering  expenses  amounting to
$946,704  at  December  31, 1996 and 1995 and are  reflected  as a reduction  of
limited partners' capital.

Use of Estimates

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

Net Loss Per Limited Partner Units

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



Continued



                                      FS-7

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

              For The Years Ended December 31, 1996, 1995 and 1994



NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS

As of  December  31,  1996  and  1995,  the  Partnership  has  acquired  limited
partnership  interests  in eleven  limited  partnerships  which own and  operate
apartment  complexes  consisting of 433 apartment units. The respective  general
partners of the limited  partnerships  manage the day to day  operations  of the
limited  partnerships.   Significant  limited  partner  business  decisions,  as
defined, require the approval of the Partnership.  The Partnership, as a limited
partner, is generally entitled to 99% of the operating profits and losses of the
limited partnerships.

The  Partnership's  investment  in  limited  partnerships  as  reflected  in the
accompanying  balance  sheets at December  31, 1996 and 1995,  is  approximately
$225,000 and $271,000,  respectively,  greater than the Partnership's  equity as
shown  in  the  limited  partnerships'   combined  financial  statements.   This
difference is due primarily to acquisition, selection and other costs related to
the  acquisition  of the  limited  partnerships  which were  capitalized  in the
Partnership's  investment  account and to certain costs  incurred by the limited
partnerships  which  were  netted  against  partners'  capital  on  the  limited
partnerships'  financial  statements.  Acquisition,  selection  and other  costs
capitalized by the Partnership are being amortized over 30 years (see Note 3).

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

                                                        1996            1995
                                                     ----------      ----------

Investments per balance sheet,                  
 beginning of year                               $   2,943,052      $ 3,376,715

Equity in loss of limited partnerships                (476,567)        (412,291)

Distributions                                           (9,034)          (5,402)

Amortization of capitalized acquisition costs          (14,904)         (15,970)
                                                     ----------       ----------

Investments per balance sheet, end of year       $   2,442,547      $ 2,943,052
                                                    ==========       ==========


Approximate  combined  condensed  financial   information  from  the  individual
financial  statements of the limited  partnerships as of December 31 and for the
years then ended is as follows:


                        COMBINED CONDENSED BALANCE SHEETS

                                  December 31,
                                                    
Assets                                              1996                1995
------                                           ----------          ----------
          
Buildings and improvements, net of
 accumulated depreciation for 1996 and
 1995 of $4,200,000 and $3,589,000,
 respectively                               $    17,203,000     $    17,772,000
Land                                              1,484,000           1,484,000
Other assets                                      1,331,000           1,366,000
                                                 ----------          ----------
     Total assets                           $    20,018,000     $    20,622,000
                                                 ==========          ==========


Continued



                                      FS-8

<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

              For The Years Ended December 31, 1996, 1995 and 1994



NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued

                  COMBINED CONDENSED BALANCE SHEETS, continued

                                  December 31,

Liabilities                                      1996                   1995
-----------                                    ----------            ----------

Mortgage loans payable                     $   16,882,000       $    16,891,000
Other liabilities                                 542,000               574,000
                                               ----------            ----------
     Total liabilities                         17,424,000            17,465,000
                                               ----------            ----------

Partners' Capital

WNC California Housing Tax Credits, L.P.        2,218,000             2,672,000
Other partners                                    376,000               485,000
                                               ----------            ----------
     Total partners' capital                    2,594,000             3,157,000
                                               ----------            ----------

Total liabilities and partners' capital    $   20,018,000       $    20,622,000
                                               ==========            ==========



                   COMBINED CONDENSED STATEMENTS OF OPERATIONS

                        For The Years Ended December 31,

                                   1996              1995              1994
                                ----------        ----------        ----------

Total revenues               $   1,771,000     $   1,783,000      $  1,757,000

Expenses:
  Operating expenses             1,236,000         1,159,000           409,000
  Interest expense                 406,000           407,000           694,000
  Depreciation and amort-
   ization                         611,000           633,000         1,096,000
                                ----------        ----------        ----------

Total expenses                   2,253,000         2,199,000         2,199,000
                                ----------        ----------        ----------

Net loss                     $    (482,000)    $    (416,000)     $   (442,000)
                                ==========        ==========        ==========

Net loss allocable to the
 Partnership                 $    (477,000)    $    (412,000)     $   (437,000)
                                 ==========        ==========       ==========


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



Continued



                                      FS-9

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

              For The Years Ended December 31, 1996, 1995 and 1994



NOTE 3 - RELATED PARTY TRANSACTIONS

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

          Acquisition  fees equal to 6% of the gross  proceeds  from the sale of
          Units as compensation to the General Partner for services  rendered to
          the   Partnership  in  connection  with  the  acquisition  of  limited
          partnerships.  As of December 31, 1996 and 1995,  acquisition  fees of
          $447,060  have  been  incurred  and  included  in  the   Partnership's
          investment in limited partnerships.  Accumulated amortization amounted
          to  $157,149   and   $142,245  as  of  December  31,  1996  and  1995,
          respectively.

          Reimbursement of costs incurred by an affiliate of the General Partner
          in connection  with the  acquisition  of limited  partnerships.  These
          reimbursements  have not  exceeded  3% of the  gross  proceeds.  As of
          December 31, 1996 and 1995, the Partnership incurred acquisition costs
          of  $32,018  which  have  been  included  in the  limited  partnership
          investment.  Such costs were fully  amortized at December 31, 1996 and
          1995.

          An annual  management fee equal to 0.5% of the invested  assets of the
          limited partnerships,  including the Partnership's  allocable share of
          the mortgages.  Fees of $111,691,  $111,691 and $111,693 were incurred
          for 1996,  1995 and 1994,  respectively.  No amounts  were paid during
          1996, 1995 or 1994.

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

Accrued fees and expenses due to General  Partner and  affiliates are summarized
as follows:

                                                       December 31,
                                                       ------------
                                               1996                     1995
                                            ----------               ----------

Due to affiliate                         $          13          $         1,394
Annual management fees accrued net of
 amounts owed by General Partner               594,235                  482,544
                                            ----------               ----------

Total                                    $     594,248          $       483,938
                                            ==========               ==========


NOTE 4 - INCOME TAXES

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








                                      FS-10


<PAGE>

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

None.



Item 10.  Directors and Executive Officers of the Registrant



Directors of Registrant

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

WILFRED  N.  COOPER,  SR.,  age 65,  has been the  principal  shareholder  and a
Director of WNC & ASSOCIATES,  INC. since its  organization  in 1971, of SHELTER
RESOURCE  CORPORATION since its organization in 1981 and of WNC RESOURCES,  INC.
from its organization in 1988 through its acquisition by WNC & ASSOCIATES,  INC.
in 1991,  serving  as  President  of  those  companies  until  1992 and as Chief
Executive Officer since 1992, and has been a Director of WNC CAPITAL CORPORATION
since its organization. He is also a general partner with WNC & ASSOCIATES, INC.
in WNC FINANCIAL GROUP,  L.P. and WNC TAX CREDIT PARTNERS,  L.P. During 1970 and
1971  he  was  a  principal  of  Creative  Equity  Development  Corporation,   a
predecessor of WNC & ASSOCIATES,  INC., and of Creative  Equity  Corporation,  a
real estate investment firm. For 12 years prior to that, Mr. Cooper was employed
by Rockwell  International  Corporation,  last serving as its manager of housing
and urban  developments.  Previously,  he had  responsibility  for new  business
development including factory-built housing evaluation and project management in
urban  planning and  development.  Mr.  Cooper is a Director and a member of the
Executive  Committee of the National  Association of Home Builders  (NAHB) and a
Chairman of the NAHB's Rural Housing Council, a Director of the National Housing
Conference,  a Director of the Affordable  Housing Tax Credit Coalition,  a past
President  of  the  Rural  Builders  Council  of  California  (RBCC)  and a past
President of Southern  California  Chapter II of the Real Estate Syndication and
Securities  Institute (RESSI) of the National Association of Realtors (NAR). Mr.
Cooper graduated from Pomona College in 1956 with a Bachelor of Arts degree.

JOHN B. LESTER, JR., age 62, has been a shareholder, a Director and Secretary of
WNC & ASSOCIATES,  INC. since 1986,  Executive Vice President from 1986 to 1992,
and President and Chief Operating Officer since 1992, and has been a Director of
WNC CAPITAL CORPORATION since its organization. He was a shareholder,  Executive
Vice  President,  Secretary  and a Director  of WNC  RESOURCES,  INC.  from 1988
through its acquisition by WNC & ASSOCIATES,  INC. in 1991. From 1973 to 1986 he
was Chairman of the Board and Vice  President or President of E & L  Associates,
Inc., a provider of engineering  and  construction  services to the oil refinery
and petrochemical industries which he co-founded in 1973. Mr. Lester is a former
Director of the Los Angeles  Chapter of the  Associated  General  Contractors of
California.  His  responsibilities  at WNC & ASSOCIATES,  INC.  include property
acquisitions and company operations. Mr. Lester graduated from the University of
Southern  California  in 1956 with a Bachelor  of Science  degree in  Mechanical
Engineering.

DAVID N. SHAFER,  age 44, has been a Senior Vice  President of WNC & ASSOCIATES,
INC. since 1992 and General  Counsel since 1990, and served as Asset  Management
Director from 1990 to 1992.  Previously he was employed as an associate attorney
by the law firms of Morinello,  Barone,  Holden & Nardulli from 1987 until 1990,
Frye,  Brandt & Lyster  from 1986 to 1987 and Simon  and  Sheridan  from 1984 to
1986.  Mr.  Shafer is a Director and President of RBCC, a member of NAHB's Rural
Housing Council, a past President of Southern  California Chapter II of RESSI, a
past Director of the Council of Affordable and Rural Housing and Development and
a  member  of the  State  Bar of  California.  Mr.  Shafer  graduated  from  the
University  of  California  at Santa  Barbara  in 1978 with a  Bachelor  of Arts
degree,  from the New England  School of Law in 1983 with a Juris Doctor  degree
and from the  University  of San Diego in 1986  with a Master  of Law  degree in
Taxation.
<PAGE>

WILFRED N. COOPER,  JR.,  age 33, has been  employed by WNC &  ASSOCIATES,  INC.
since 1988 and has been a Senior Vice  President or Vice  President  since 1992.
Mr.  Cooper heads the  Acquisition  Origination  department  at WNC and has been
President of and a registered principal with WNC CAPITAL  CORPORATION,  a member
firm of the NASD,  since its  organization.  Previously,  he was  employed  as a
government  affairs assistant by Honda North America from 1987 to 1988, and as a
legal assistant with respect to Federal  legislative  and regulatory  matters by
the law firm of Schwartz,  Woods and Miller from 1986 to 1987.  Mr.  Cooper is a
member of NAHB's Rural Housing  Council and serves as Chairman of its Membership
Committee.  Mr.  Cooper  graduated  from The American  University in 1985 with a
Bachelor of Arts degree.

THEODORE M. PAUL, age 40, has been Vice President - Finance of WNC & ASSOCIATES,
INC. since 1992 and Chief  Financial  Officer since 1990.  Previously,  he was a
Vice President and Chief Financial Officer of National  Partnership  Investments
Corp.,  a sponsor and general  partner of syndicated  partnerships  investing in
affordable rental housing  qualified for tax credits,  from 1986 until 1990, and
was  employed as an associate  by the  accounting  firms of Laventhol & Horwath,
during 1985,  and Mann & Pollack  Accountants,  from 1979 to 1984. Mr. Paul is a
member  of the  California  Society  of  Certified  Public  Accountants  and the
American Institute of Certified Public Accountants.  His responsibilities at WNC
& ASSOCIATES,  INC. include supervision of investor  partnership  accounting and
tax  reporting  matters and  monitoring  the  financial  condition  of the Local
Limited  Partnerships in which the Partnership  will invest.  Mr. Paul graduated
from the University of Illinois in 1978 with a Bachelor of Science degree and is
a Certified Public Accountant in the State of California.

THOMAS J. RIHA,  age 41, has been Vice  President  - Asset  Management  of WNC &
ASSOCIATES, INC. since 1994. He has more than 17 years' experience in commercial
and multi-family real estate investment and management. Previously, Mr. Riha was
employed by Trust  Realty  Advisor,  a real estate  acquisition  and  management
company,  from 1988 to 1994,  last serving as Vice  President - Operations.  His
responsibilities at WNC & ASSOCIATES, INC. include monitoring the operations and
financial  performance of, and regulatory  compliance by,  properties in the WNC
portfolio. Mr. Riha graduated from the California State University, Fullerton in
1977 with a Bachelor of Arts degree (cum laude) in Business  Administration with
a concentration in Accounting and is a Certified Public  Accountant in the State
of  California  and a member  of the  California  Society  of  Certified  Public
Accountants and the American Institute of Certified Public Accountants.

SY GARBAN,  age 50, has 19 years'  experience in the real estate  securities and
syndication industry. He has been associated with WNC & ASSOCIATES,  INC., since
1989,  serving as National Sales  Director  through 1992 and as Vice President -
National Sales since 1992.  Previously,  he was employed by MRW,  Inc.,  Newport
Beach, California from 1980 to 1989, a real estate acquisition,  development and
management  firm.  Mr. Garban is a member of the  International  Association  of
Financial Planners.  Mr. Garban graduated from Michigan State University in 1967
with a Bachelor of Science degree in Business Administration.

CARL FARRINGTON,  age 50, has been associated with WNC & ASSOCIATES,  INC. since
1993,  currently  serving as Director - Originations  since 1994. Mr. Farrington
has more than 12 years'  experience  in finance  and real  estate  acquisitions.
Previously,  he served as Acquisitions Director for The Arcand Company from 1991
to 1993, and as Treasurer and Director of Finance and Administrator for Polytron
Corporation  from 1988 to 1991.  Mr.  Farrington is a member and Director of the
Council  of  Affordable  and  Rural  Housing  and  Development.  Mr.  Farrington
graduated from Yale  University  with a Bachelor of Arts degree in 1966 and from
Dartmouth College with a Master of Business Administration in 1970.
<PAGE>

MICHELE M. TAYLOR,  age 41, has been  employed by WNC & ASSOCIATES,  INC.  since
1986,  serving as a paralegal and office manager,  and currently is the Investor
Services  Director.  Previously she was  self-employed  between 1982 and 1985 in
non-financial  services  activities  and from 1978 to 1981 she was employed as a
paralegal by a law firm which  specialized  in real estate  limited  partnership
transactions.  Ms. Taylor graduated from the University of California, Irvine in
1976 with a Bachelor of Arts degree.

THERESA I. CHAMPANY, age 38, has been employed by WNC & ASSOCIATES,  INC., since
1989 and currently is the Marketing Services Director and a registered principal
with WNC  CAPITAL  CORPORATION.  Previously,  she was  employed  as  Manager  of
Marketing  Services  by August  Financial  Corporation  from 1986 to 1989 and as
office manager and Assistant to the Vice  President of Real Estate  Syndications
by  McCombs  Securities  Co.,  Inc.  from 1979 to 1986.  Ms.  Champany  attended
Manchester (Conn.) Community College from 1976 to 1978.

KAY L.  COOPER,  age 59, has been an officer and  Director of WNC &  ASSOCIATES,
INC. since 1971 and of WNC RESOURCES,  INC. from 1988 through its acquisition by
WNC & ASSOCIATES, INC. in 1991. Mrs. Cooper has also been the sole proprietor of
Agate 108, a manufacturer and retailer of home accessory  products,  since 1975.
She is the wife of Wilfred N. Cooper,  Sr., the mother of Wilfred N. Cooper, Jr.
and the sister of John B. Lester,  Jr. Mrs. Cooper graduated from the University
of Southern California in 1958 with a Bachelor of Science degree.


Item 11.  Executive Compensation


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

(a) 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 $111,691, $111,691, and $111,693 were incurred for 1996,
1995, and 1994 respectively.


(b) The General  Partners  were  allocated  federal and  California  Housing Tax
Credits for 1995 and 1994 as follows:


WNC & ASSOCIATES, INC.


                   1996     1995     1994
                   ----     ----     ----
Federal          $6,715    6,715   $6,715
California          --       --     1,305
               -------- -------- --------
                 $6,715   $6,715   $8,020
                 ======   ======   ======


WILFRED N. COOPER
     

                   1996      1995    1994
                   ----      ----    ----
Federal          $  746    $  746  $  746
California           --        --     145
               -------- --------- -------
                 $  746    $  746  $  891
                 ======    ======  ======



<PAGE>

Item 12.  Security Ownership of Certain Beneficial Owners and Management

a)      Security Ownership of Certain Beneficial Owners

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

(b)      Security Ownership of Management

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

(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

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

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

Financial Statements:
Report of independent public accountants.

Balance sheet as of December 31, 1996 and 1995.

Statements of Operations for the years ended December 31, 1996, 1995, and 1994.

Statement of Partners'  Equity for the years ended December 31, 1996,  1995, and
1994.

Statements of Cash Flows for the years ended December 31, 1996, 1995, and 1994.

Notes to Financial Statements.

Financial Statement Schedules:
N/A
Exhibits
(3): Articles of incorporation and by-laws:  The registrant is not incorporated.
The Partnership  Agreement is included as Exhibit B to the Prospectus,  filed as
Exhibit 28.1 to Form 10 K for the year ended December 31, 1994.


         Reports on Form 8-K

No reports of Form 8-K were filed during the fourth  quarter ended  December 31,
1996.

<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, L.P.


By: WNC & Associates, Inc.  General  Partner of the
Registrant
     
By:       /s/    John B. Lester, Jr.
   __________________________________________________
John  B.  Lester,  Jr. President and Chief Opertating Officer of WNC &
Associates, Inc.

Date: April 21, 1997

By:       /s/    Theodore M. Paul
   __________________________________________________
Theodore M. Paul  Vice-President Finance and Chief Financial Officer of WNC &
Associates, Inc.

Date: April 21, 1997




         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.     Director and Chairman of the Board
WNC & Associates, Inc.

Date: April 21, 1997

By:       /s/    John B. Lester, Jr.
   __________________________________________________

John B. Lester, Jr.        Director and Secretary of the Board
WNC & Associates, Inc.

Date: April 21, 1997