SecProbe.io

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<TYPE>CORRESP
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                                       September 16, 2005

Steven Jacobs, Branch Chief
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 04-09
100 F Street, NE
Washington, DC 20549

         Re:      WNC California Housing Tax Credits II, L.P.
                  File No. 0-20056
                  Form 10-K for the year ended March 31, 2004
                  Forms 10-Q for the quarterly periods ended June 30, 2004,
                  September 30, 2004 and December 31, 2004

Dear Mr. Jacobs:

     The registrant is in receipt of your letter dated April 19, 2005 respecting
the referenced  matters.  After further extensive review of the staff's concerns
included therein,  including  telephone  conversations  between the registrant's
professional  advisers and the staff,  the  registrant  has determined the Local
Limited  Partnerships  are VIEs  under  FASB  Interpretation  No. 46 -  Revised,
Consolidation of Variable Interest Entities.  In furtherance thereof, and for so
long as the current  guidance is  effective,  in future  filings the  registrant
proposes to include the following in the footnotes to its financial statements:

          As of March 31, 2004, the Partnership  adopted FASB Interpretation No.
          46 - Revised,  Consolidation of Variable Interest Entities ("FIN46R").
          FIN 46R  provides  guidance  as to when a company  should  include the
          assets,  liabilities,  and  activities of a variable  interest  entity
          ("VIE")  in  its  financial  statements,  and  when a  company  should
          disclose  information  about its  relationship  with a VIE. A VIE is a
          legal structure used to conduct  activities or hold assets,  and a VIE
          must be  consolidated  by a company if it is the  primary  beneficiary
          because a primary  beneficiary  absorbs the  majority of the  entity's
          expected losses,  the majority of the expected  residual  returns,  or
          both.

          Under FIN 46R, the Local Limited Partnerships in which the Partnership
          invests  are  VIEs.  However,  management  does  not  consolidate  the
          Partnership's   interests  in  these  VIE's  under   FIN46R,   as  the
          Partnership  is not considered the primary  beneficiary.  Rather,  the
          Partnership  currently  records  the amount of the  investment  in the
          Local  Limited  Partnerships  as an asset in the  balance  sheet,  and
          recognizes  its share of Local Limited  Partnership  income or loss in
          the statement of operations.

<PAGE>
Steven Jacobs,  Senior Staff Accountant
September 16, 2005
Page 2

          The   Partnership's   balance  in  its  investment  in  Local  Limited
          Partnerships,  plus the risk of  recapture  of tax credits  previously
          recognized on these  investments,  represents its maximum  exposure to
          loss. The Partnership's exposure to loss is mitigated by the condition
          and financial performance of the underlying properties, as well as the
          strength of the Local  General  Partners and their  guarantee  against
          credit recapture.

     In your letter to the  registrant  dated  February 14, 2005,  you requested
that the  registrant  include  in its annual  reports  on Form 10-K all  columns
required by Rule 12-28 of  Regulation  S-X,  at a minimum.  In its letter to you
dated March 17, 2005,  the  registrant  indicated  that it would do so in future
annual  report  filings.  Please be advised  that the sponsor has  completed  an
evaluation of all of its publicly-reporting issuers, and has determined that the
registrant is unable to comply with this request.  The  registrant was formed in
September 1990 and completed its  acquisition  activities in 1994,  prior to the
availability  of wide-spread  and economical  expedient  electronic  information
gathering  systems.  The  information not included in the Schedules 3 previously
filed by the registrant  pertains to events and circumstances  which occurred at
the dates of acquisition of its Local Limited Partnership Interests,  and is not
now available or obtainable without excessive cost or at all. Publicly-reporting
issuers  sponsored  by the sponsor  after the  availability  of such  electronic
information gathering systems will include all of the Schedule 3 information.

     If the foregoing is not objected to by the staff,  the registrant will file
its unfiled reports as soon as is practicable under the circumstances.

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

                             Very truly yours,

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

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