SecProbe.io

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                                           April 15, 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 II, L.P.
                  Form 10-K for the year ended March 31, 2004
                  Form 10-Q for the quarterly periods ended June 30, 2004,
                  September 30, 2004 and December 31, 2004
                  File No.  0-20056

Dear Mr. Jacobs:

     The registrant is in receipt of your letter dated March 29, 2005 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.

1.   Please be advised  that the rights  granted to the  registrant  through the
partnership  agreement or operating  agreement of a Local Limited Partnership do
not place the  registrant  in a position of  "control"  over such Local  Limited
Partnership as that term is contemplated in paragraphs 9 and 10 of SOP 78-9.

     The registrant's ability to approve or veto major decisions are substantive
rights that protect the  investment of the  registrant  and limit the control of
the  Local  General  Partner;  however,  such  voting  rights  do not  place the
registrant  in a position of control over the Local Limited  Partnership  within
the meaning of SOP 78-9.  To the  contrary,  the  registrant's  rights  create a
situation  common to those of a corporate  joint  venture in which neither party
has unilateral  control over the entity.  The rights of the registrant call into
question  the  ability of the Local  General  Partner  to control  unilaterally.
However, the rights of the Local General Partner also prevent a finding that the
registrant is in control of the Local General Partner.

     If it were necessary to determine if control of a Local Limited Partnership
rested with either the Local General Partner or the  registrant,  the registrant
believes  the Local  General  Partner  would be the  party  that  possesses  the
greatest level of control over the Local Limited  Partnership.  This  conclusion
would be based on the fact that major  decisions  are jointly  made by the Local
General Partner and the registrant, but day-to-day operations are managed by the
Local  General  Partner.  However,  SOP  78-9  does  not  require  that  such  a
determination  be made;  the registrant is only required to determine that it is
not in  control  of the  Local  Limited  Partnerships.  Additionally,  while the
registrant  believes that these investments are not VIEs (for all of the reasons

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Steven Jacobs, Senior Staff Accountant
April 15, 2005
Page 2

cited herein and in previous responses), the registrant would also conclude that
if FIN  46(R)  was  applied  to  these  investments,  the  greatest  variability
(although the registrant believes variability to be virtually nonexistent) rests
with the Local General  Partner.  The Local General  Partner is also the partner
which  would  absorb or receive a majority  of the Local  Limited  Partnership's
expected losses or expected residual returns and would therefore be deemed to be
the primary  beneficiary.  That conclusion would require the  consolidation of a
Local  Limited  Partnership  by its  Local  General  Partner,  an  analysis  the
registrant has not performed as the accounting by the Local General Partner does
not pertain to the registrant and the registrant has concluded thus far that the
Local Limited Partnerships are not VIEs.

2.   Please be  advised  that the  registrant  understands  your  comment  to be
directed  at  paragraph  5(a)  of  FIN  46(R),   not  paragraph  5(b).  If  this
understanding is not correct, please advise.

     The  Local  General  Partner  does not  receive  acquisition  fees upon the
closing of the registrant's investment in the Local Limited Partnership. Rather,
acquisition  fees are paid to the  general  partner of the  registrant  when the
registrant makes an investment in a Local Limited Partnership.

     The Local General Partner (more specifically, generally an affiliate of the
Local General  Partner)  receives  development  fees for the  development of the
apartment complex owned by the Local Limited Partnership. Please be advised that
development  fees are not  acquisition  fees and are not similar to  acquisition
fees.

     The  development  fees paid to a Local  General  Partner (or an  affiliate)
constitute  compensation for developing the apartment complex. In each instance,
the amount of  development  fees is  controlled  by the  relevant  state  credit
allocating  agency and usually  cannot  exceed 15% of total  development  costs.
Paragraph  5(a)  of  FIN  46(R)  addresses  insufficient  equity  at  risk.  The
registrant  believes that development fees do not result in insufficient  equity
at risk.  As  required  by the tax credit  program,  and as the  registrant  has
previously  advised,   Local  Limited   Partnerships  must  be  designed  to  be
self-sustaining  and  operationally  viable from inception.  Due to their deemed
operational  viability  from  inception,  no  additional  sources of capital are
contemplated as necessary as the formation of these entities.  Additionally,  at
the  time of its  investment  in a Local  Limited  Partnership,  the  registrant
evaluated the equity at risk for both the limited and general  equity  interests
in such Local Limited  Partnership and concluded that the parties had sufficient
equity at risk over the life of the Local  Limited  Partnership  to finance  its
activities. Moreover,

*    It is not  necessary for the Local  General  Partner to put in  substantive
equity because the Local General  Partner does not hold a significant  ownership
interest.

*    As a viable entity, a Local Limited  Partnership  generates cash flows from
inception,  thereby  creating  equity for its Local General  Partner and further
satisfying the need to have equity at risk.

<PAGE>

Steven Jacobs, Senior Staff Accountant
April 15, 2005
Page 3

*    The  development  fee is  usually  paid  after the  apartment  complex  has
attained  stabilization,  so that any equity of the Local General  Partner is at
risk through the most important phase of the project, that of stabilization.

     Based on the  foregoing,  the  registrant  believes  that the Local General
Partner  equity at risk in a Local Limited  Partnership is sufficient to satisfy
the requirements of paragraph 5(a) of FIN 46(R);  therefore,  the registrant has
not eliminated  the Local General  Partner from the  consideration  of equity at
risk for purposes of determining whether the Local Limited Partnership meets the
definition of a VIE.

     The registrant has given considerable thought to the foregoing analysis and
believes its conclusions to be appropriate  assessments of its unique  structure
as a tax credit partnership and an appropriate application of FIN 46(R). Even if
one were to differ with the  registrant,  however,  the  registrant  nonetheless
believes that, if one were to conclude that a Local Limited  Partnership  were a
VIE, the ultimate result would be a determination that the Local General Partner
is the primary  beneficiary and therefore would be the entity to consolidate the
Local Limited Partnership.

Summary
-------

     As set forth above, and in the registrant's prior responses, the registrant
believes  that  analysis  of FIN  46(R)  results  in  the  conclusion  that  the
registrant  is not  required  to  consolidate  the  Local  Limited  Partnerships
pursuant to the provisions of FIN 46(R).  Considerations of FIN 46(R) aside, the
registrant  has  determined  that,  under  SOP  78-9,  FAS 94 and  ARB  51,  the
registrant should not consolidate  because it does not control the Local Limited
Partnerships as control is defined in such literature.  The preponderance of the
pertinent facts leads to the conclusions that the Local General Partner controls
its Local Limited  Partnership.  The registrant  acknowledges  that the ultimate
consensus  on EITF  Issue No.  04-5 will  impact  that  assessment  by the Local
General Partner, assuming Fin 46(R) does not apply.

     Please  contact  the  undersigned  if you have  any  further  questions  or
comments in these regards.

                                         Very truly yours,

                                         /s/ Thomas J. Riha
                                         ------------------
                                         Thomas J. Riha,
                                         Senior Vice President - Chief Financial
                                         Officer,  WNC & Associates, Inc.

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