SecProbe.io

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                                January 27, 2005

Steven Jacobs, Senior Staff Accountant
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 0409
450 Fifth Street, NW
Washington, D.C.  20549

         Re:   WNC California Housing Tax Credits, L.P.
               Form 10-K for the year ended March 31, 2004
               Form 10-Q for the quarter ended June 30, 2004
               File No.  0-20058

Dear Mr. Jacobs:

     The  registrant  is in receipt  of your  letter  dated  December  22,  2004
respecting the referenced  matters.  Responses to the comments  included in your
letter are set forth  below,  numbered to  correspond  to the  numbering  system
utilized in your letter.

     The  registrant's  auditors  furnished  the  registrant  with the following
letter in response to comment 1:

               Mr. Tom Riha, Chief Financial Officer
               Ms. Melanie Wenk, Director of Partnership Accounting
               WNC & Associates, Inc.
               17782 Sky Park Circle
               Irvine, CA  92614

                                    WNC California Housing Tax Credits, L.P.
                                    WNC California Housing Tax Credits II, L.P.
                                    WNC California Housing Tax Credits III, L.P.
                                    (each referred to herein as a "Partnership")

               Dear Mr. Riha and Ms. Wenk:

                    We have  received  your fax of the  comment  letters for the
               above  referenced  entities dated December 22, 2004,  from Steven
               Jacobs,  Senior Staff Accountant,  Division of Corporate Finance,
               United  States  Securities  and  Exchange  Commission.   At  your
               request,   we  are  providing  you  the  following   supplemental
               explanation in response to Comment Number 1 of Mr. Jacobs letters
               in  regards  to our  Reports  of  Independent  Registered  Public
               Accounting Firm dated as follows:

<PAGE>
Steven Jacobs, Senior Staff Accountant
January 27, 2005
Page 2

               WNC California  Housing  Tax  Credits,  L.P. - June 18, 2004
               WNC California  Housing  Tax  Credits  II,  L.P. - June 24,  2004
               WNC California Housing Tax Credits III, L.P. - June 15, 2004

                    The  explanatory  paragraph  in our  audit  report  does not
                                                                        --------
               reflect a conclusion by our Firm that substantial doubt exists as
               to the Partnership's ability to continue as a going concern for a
               reasonable  period of time,  as  contemplated  by AU Section 341.
               Accordingly,  disclosures required by AU Section 341, when such a
               conclusion is reached by the auditor,  are omitted from our audit
               reports.

                    The basis for the inclusion of an  explanatory  paragraph in
               our audit report is within AU Section 508.19.  As contemplated by
               AU Section 508.19,  "In any report on financial  statements,  the
               auditor  may   emphasize  a  matter   regarding   the   financial
               statements. Such explanatory information should be presented in a
               separate  paragraph of the auditor's  report."  Additionally,  as
               addressed  in AU Section  508.19  emphasis  paragraphs  are never
               required;  however  they may be  added  solely  at the  auditor's
               discretion.

                    A  critical  element  identified  by us  in  your  plans  to
               overcome  each  Partnership's  inability  to continue to meet its
               ongoing  obligations as they become due, is the General Partner's
               (WNC & Associates,  Inc.) continued  ability to perform  services
               and  meet  its  obligation  as  general  partner  for all  debts,
               liabilities  and  other  obligations  of the  Partnership  to the
               extent   not   paid   by  the   Partnership.   Historically   the
               Partnership's obligations have principally consisted of legal and
               audit  professional  fees  incurred  with third parties and asset
               management fees incurred with the General Partner. The conclusion
               reached  by  us,  after   performing   auditing   procedures  and
               evaluating evidence obtained to evaluate this significant element
               of management's plans, was that substantial doubt was alleviated.
               However,  given the Partnership's reliance on the General Partner
               and the Partnership's  inability to control the future conditions
               or events of its General  Partner,  we concluded that a paragraph
               to the audit  report to  emphasize  this matter  disclosed in the
               financial statements was appropriate.

                    As affirmed by the Auditing  Standards  Board as recently as
               September 15, 2004,  the use of the emphasis of matter  paragraph
               continues  to be a matter of  professional  judgment.  We believe
               such judgment was  appropriately  applied and consistent with the
               examples provided in AU 508.19.

<PAGE>
Steven Jacobs, Senior Staff Accountant
January 27, 2005
Page 3

                    We  trust  that we have  completely  addressed  the  comment
               raised in Mr.  Jacobs  comment  letter.  If you  should  have any
               further  questions  or  comments  on this  matter,  please do not
               hesitate to contact me.

               Sincerely,

               Reznick Group, P.C.

               /s/ Kirk Rogers
               ---------------
               Kirk Rogers

               Principal

     2. Please be advised  that the  registrant  believes  that the  distinction
between  "capital  reserves  in  excess of future  foreseeable  working  capital
requirements" and "cash resources  sufficient to meet existing  contractual cash
obligations" can be best clarified by the following proposed modification to the
disclosure in future filings:

     "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.  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 then  existing  contractual  obligations  and then
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."

     3. Please be advised that, in future filings in the first  paragraph  under
the  section   entitled   "Method  of  Accounting  for  Investments  in  Limited
Partnerships"  and in the similar  disclosure in footnote 2, the registrant will
revise its disclosures to consistently use the term "sum" rather than "product."

     4. As disclosed in the first two  sentences of the second  paragraph  under
the  section   entitled   "Method  of  Accounting  for  Investments  in  Limited
Partnerships" :

     "Equity in losses of Local Limited  Partnerships  for each year ended March
     31 have been recorded by the  Partnership  based on nine months of reported
     results  provided  by the Local  Limited  Partnerships  for each year ended
     December 31 and on three months of results  estimated by  management of the
     Partnership.  Management's  estimate for the three-month period is based on
     either actual unaudited results reported by the Local Limited  Partnerships
     or historical trends in the operations of the Local Limited Partnerships."

<PAGE>
Steven Jacobs, Senior Staff Accountant
January 27, 2005
Page 4

     The registrant believes that clarification to the foregoing can be achieved
in future filings by inserting the following  sentence after the foregoing,  and
before the balance of such paragraph:

     "In  subsequent  annual  financial  statements,  upon  receiving the actual
     annual  results  reported  by the Local  Limited  Partnerships,  management
     reverses its prior estimate and records the actual results  reported by the
     Local Limited Partnerships."

     5.  Please  be  advised  that,   consistent   with   paragraph  29  of  the
Interpretation,  the registrant  adopted FIN 46(R)  effective for the year ended
March  31,  2004.  Inadvertently,   the  registrant  did  not  remove  the  word
"preliminarily"  which had been  included in filings  prior to the  registrant's
adoption  of the  Interpretation.  Please be advised  that the  registrant  will
remove the word "preliminarily" from all filings made subsequent hereto.

     With its adoption of FIN 46(R),  the  registrant has concluded that each of
the  Local  Limited  Partnerships  is  not a  Variable  Interest  Entity  (VIE).
Furthermore,  the  registrant  has  determined  that the  equity  method  is the
appropriate  means of accounting  for these limited  partnership  interests.  An
explanation of these conclusions follows.

     FIN 46(R).  The registrant's  assessment of the Local Limited  Partnerships
     ---------
and the  application of FIN 46(R) to such  investments  was based upon the three
criteria for  assessing  whether an entity is a VIE, as discussed in  paragraphs
5.a, b, and c of the Interpretation.

     a. Equity  Investment  at Risk.  Section 5.a of FIN 46(R) is  summarized as
        ---------------------------
follows:  The total equity  investment  at risk is not  sufficient to permit the
entity to finance  its  activities  without  additional  subordinated  financial
support provided by any parties, including equity holders.

     Please be advised that each of the registrant's Local Limited  Partnerships
was formed  specifically  for the purpose of  developing  and operating a single
residential rental property that is eligible for low income housing tax credits.
As  required  by the tax credit  program,  Local  Limited  Partnerships  must be
designed to be self-sustaining and operationally viable from inception.  Each of
the  Local  Limited   Partnerships  has  a  financial  structure  consisting  of
non-recourse mortgage loan or loans, deferred development fees and owner equity.
Due to their deemed operational viability from inception,  no additional sources
of capital were  contemplated  as necessary as the formation of these  entities.
Additionally,  the registrant  evaluated the equity at risk for both the limited
and general equity interests in each Local Limited Partnership and has concluded
that the  parties  have  sufficient  equity  at risk  over the life of the Local
Limited Partnership to finance its activities.

     b. Controlling  Financial Interest.  Section 5.b of FIN 46(R) is summarized
        -------------------------------
as  follows:  The  equity  investors  lack  one or more of the  following  three
characteristics of a controlling financial interest:  (1) The direct or indirect
ability to make decisions about the entity's activities through voting rights or
similar rights;  (2) The obligation to absorb the expected losses of the entity;
or (3) The right to receive the expected residual returns of the entity.

<PAGE>
Steven Jacobs, Senior Staff Accountant
January 27, 2005
Page 5

     Please be advised that the registrant has evaluated the general and limited
equity interests in each Local Limited Partnership. In each case, the holders of
the equity  interest are the only  entities  which  possess the ability  through
voting or other rights to make decisions  about the Local Limited  Partnership's
activities.  Accordingly, ownership attributes are not possessed by anyone other
than the equity interest  holders of a Local Limited  Partnership.  Those equity
interests are obligated to absorb expected losses as illustrated within appendix
A of FIN 46(R).  Additionally,  the  general  and limited  equity  interests  do
possess  the right to  residual  returns  (although  such  residual  returns are
unlikely to occur as discussed below).

     Based on the  foregoing,  the  registrant  believes  that the  general  and
limited equity interests possess a controlling financial interest.

     c.  Proportionate  Interests.  Section  5.c of FIN 46(R) is  summarized  as
         ------------------------
follows:  The equity investors have voting rights that are not  proportionate to
their obligations to absorb the expected losses, or to their economic interests,
and the  activities  of the  entity  involve  or are  conducted  on behalf of an
investor with a disproportionately small voting interest.

     Please be  advised  that the  voting  rights of the  equity  investors  are
proportionate  to their  obligations to absorb the expected  losses and to their
economic interests. Moreover, for each of the Local Limited Partnerships, future
cash flows generated beyond operations is not expected.  The economic benefit of
these entities is derived from the  respective  tax credits.  The limited equity
investor  primarily  derives its returns and value based upon those  credits and
other tax benefits (depreciation,  amortization,  etc.). Those economic benefits
are shared  proportionately  based strictly upon ownership interest.  In each of
these Local Limited  Partnerships,  the general equity interest is entitled to a
disproportionate  share of residual cash flow. However,  the realization of such
cash flows is  unlikely  due to design and  restriction  of  disposition  of the
underlying  property by statute.  In addition to the limited probability of such
cash flows,  should  anticipated  cash flows be projected  by any Local  Limited
Partnership,  for the typical Local Limited  Partnership the realization thereof
is  projected  so far into to the future as to make the  present  value  thereof
nominal.  Therefore,  the registrant has determined there is no disproportionate
sharing of economic interest relative to voting interests, as contemplated under
paragraph c.

     d.  Conclusion.  The  registrant  has  concluded  that  the  Local  Limited
         ----------
Partnerships are not VIEs.  Accordingly,  the registrant need not determined who
is the primary beneficiary of the Local Limited Partnerships.

Equity Method Accounting, Impairment and Reassessment of FIN 46(R)
------------------------------------------------------------------

     Having  concluded  that each of these Local Limited  Partnerships  is not a
VIE, the  registrant  has evaluated the  accounting  for its investment in Local
Limited  Partnerships and determined the equity method to be most appropriate in
these circumstances. In each case, the

<PAGE>
Steven Jacobs, Senior Staff Accountant
January 27, 2005
Page 6

registrant's investment exceeds 95%, and in all cases the registrant's liability
is limited to the amount of its original  equity  investment.  As noted  before,
these single-property entities are financed with debt that is non-recourse.  The
registrant evaluated the terms of the partnership agreements governing the Local
Limited  Partnerships  and found that,  while it does have rights that allow the
registrant to protect its investment, those rights are not substantial enough to
allow the  registrant to control the