FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

 (Mark One)

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

                For the quarterly period ended September 30, 2003
                For the quarterly period ended December 31, 2003

                                       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: 0-24855

                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5

           California                                     33-0745418
          (State or other jurisdiction of            (I.R.S. Employer
          incorporation or organization)             Identification No.)

                     17782 Sky Park Circle, Irvine, CA 92614
                   ( Address of principle executive offices )

                                 (714) 622-5565
                              ( Telephone Number )

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

Yes ___No _X__

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer___ Accelerated filer___

Non-accelerated filer___X__ Smaller reporting company___

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes ___No _X__



<PAGE>

                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                               INDEX TO FORM 10-Q

               For the Quarterly periods Ended September 30, 2003
                              and December 31, 2003


PART I. FINANCIAL INFORMATION

     Item 1. Financial Statements

     Balance Sheets
       As of September 30, 2003, December 31, 2003 and March 31, 2003..........3

     Statements of Operations
       For the Three and Six Months Ended September 30, 2003 and 2002..........4
       For the Three and Nine Months Ended December 31, 2003 and 2002..........5

     Statements of Partners' Equity (Deficit)
       For the Six Months Ended September 30, 2003 ............................6
       For the Nine Months Ended December 31, 2003 ............................6

     Statements of Cash Flow
       For the Six Months Ended September 30, 2003 and 2002....................7
       For the Nine Months Ended December 31, 2003 and 2002....................8

     Notes to Financial Statements.............................................9

     Item 2. Management's Discussion and Analysis of Financial
             Condition and Results of Operations..............................18

     Item 3. Quantitative and Qualitative Disclosures About Market Risk.......20

     Item 4. Controls and Procedures  ..................................... ..20

PART II. OTHER INFORMATION

     Item 1. Legal Proceedings................................................20

     Item 2. Unregistered Sales of Equity Securities and Use of Proceeds... ..20

     Item 3. Defaults Upon Senior Securities............................... ..20

     Item 4. Submission of Matters to a Vote of Security Holders........... ..21

     Item 5. Other Information............................................. ..21

     Item 6. Exhibits.........................................................21

     Signatures...............................................................22



<PAGE>



                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                                 BALANCE SHEETS
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                September 30, 2003      December 31, 2003        March 31, 2003
                                                              -----------------------  ---------------------    ------------------
                                                             <S>                       <C>                     <C>
ASSETS

Cash                                                          $               26,221    $            23,072     $           22,868
Funds held in escrow disbursement account                                    209,711                209,711                208,778
Investments in Local Limited Partnerships, net (Note 2)                   14,285,894             13,961,376             15,089,794
Due from affiliate (Note 3)                                                   11,114                 11,114                 11,114
                                                              -----------------------  ---------------------    ------------------

Total Assets                                                  $           14,532,940    $        14,205,273     $       15,332,554
                                                              =======================  =====================    ==================

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
  Payable to Local Limited Partnerships (Note 4)              $              180,471    $           163,671     $          180,471
  Accrued fees and expenses due to
    General Partner and affiliates (Note 3)                                  589,716                624,627                526,470
                                                              -----------------------  ---------------------    ------------------

Total Liabilities                                                            770,187                788,298                706,941
                                                              -----------------------  ---------------------    ------------------
Partners' equity (deficit):
  General Partner                                                           (111,466)              (114,923)              (102,837)
  Limited Partners (25,000 Partnership Units authorized;
    25,000 Partnership Units issued and outstanding)                      13,874,219             13,531,898             14,728,450
                                                              -----------------------  ---------------------    ------------------

             Total Partners' Equity                                       13,762,753             13,416,975             14,625,613
                                                              -----------------------  ---------------------    ------------------
                   Total Liabilities and Partners'Equity      $           14,532,940    $        14,205,273     $       15,332,554
                                                              =======================  =====================    ==================
</TABLE>


                 See accompanying notes to financial statements
                                        3
<PAGE>


                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                            STATEMENTS OF OPERATIONS
                    For the Three Months and Six Months Ended
                           September 30, 2003 and 2002
                                   (unaudited)

<TABLE>
<CAPTION>

                                                        2003                                       2002
                                        -------------------------------------     ---------------------------------------
                                             Three                 Six                 Three                  Six
                                             Months               Months              Months                 Months
                                        -----------------     ---------------     ----------------      -----------------
                                       <S>                   <C>                 <C>                   <C>
Reporting fees                          $          12,288     $        13,288     $              -      $               -
                                        -----------------     ---------------     ----------------      -----------------

Operating expenses:
  Amortization (Note 2)                            16,134              32,268               16,134                 32,268
  Asset management fees (Note 3)                   17,517              35,034               17,517                 35,034
  Impairment loss (Note 2)                              -             154,864                    -                      -
  Legal and accounting fees                        12,073              16,062                5,985                 14,260
  Write off of advances to Local
     Limited Partnerships (Note 5)                      -              16,921               25,000                 25,000
  Other                                             1,524               5,229                  877                  5,874
                                        -----------------     ---------------     ----------------      -----------------

    Total operating expenses                       47,248             260,378               65,513                112,436
                                        -----------------     ---------------     ----------------      -----------------

Loss from operations                              (34,960)           (247,090)             (65,513)              (112,436)

Equity in losses of Local
 Limited Partnerships (Note 2)                   (308,384)           (616,768)            (355,013)              (710,026)

Interest income                                        35                 998                   31                     33
                                        -----------------     ---------------     ----------------      -----------------

Net loss                                $        (343,309)    $      (862,860)    $       (420,495)     $        (822,429)
                                        =================     ===============     ================      =================
Net loss allocated to:

  General Partner                       $          (3,433)    $        (8,629)    $         (4,205)     $          (8,224)
                                        =================     ===============     ================      =================


Limited Partners                        $        (339,876)    $      (854,231)    $       (416,290)     $        (814,205)
                                        =================     ===============     ================      =================

Net loss per

  Partnership Unit                      $             (14)    $           (34)    $            (17)     $             (33)
                                        =================     ===============     ================      =================

Outstanding weighted
  Partnership Units                                25,000              25,000               25,000                 25,000
                                        =================     ===============     ================      =================
</TABLE>


                 See accompanying notes to financial statements
                                       4


<PAGE>


                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                            STATEMENTS OF OPERATIONS
      For the Three Months and Nine Months Ended December 31, 2003 and 2002
                                   (unaudited)
<TABLE>
<CAPTION>

                                                      2003                                        2002
                                       -----------------------------------     ----------------------------------------
                                           Three                Nine                Three                    Nine
                                          Months               Months               Months                  Months
                                       --------------       --------------     -----------------         --------------
                                       <S>                 <C>                <C>                       <C>
Reporting fees                         $           -        $      13,288      $              -          $           -
                                       --------------       --------------     -----------------         --------------

Operating expenses:
  Amortization (Note 2)                       16,134               48,402                16,134                 48,402
  Asset management fees (Note 3)              17,517               52,551                17,517                 52,551
  Impairment loss (Note 2)                         -              154,864                     -                      -
  Legal and accounting fees                    1,230               17,292                 7,642                 21,902
  Write off of advances to Local
     Limited Partnerships (Note 5)                 -               16,921                40,916                 65,916
Other                                          2,547                7,776                 3,473                  9,347
                                       --------------       --------------     -----------------         --------------


    Total operating expenses                  37,428              297,806                85,682                198,118
                                       --------------       --------------     -----------------         --------------

Loss from operations                         (37,428)            (284,518)              (85,682)              (198,118)

Equity in losses of Local
 Limited Partnerships (Note 2)              (308,384)            (925,152)             (248,301)              (958,327)

Interest income                                   34                1,032                    37                     70
                                       --------------       --------------     -----------------         --------------


Net loss                               $    (345,778)       $  (1,208,638)     $       (333,946)         $  (1,156,375)
                                       ==============       ==============     =================         ==============
Net loss allocated to:

  General Partner                      $      (3,458)       $     (12,086)     $         (3,339)         $     (11,564)
                                       ==============       ==============     =================         ==============

Limited Partners                       $    (342,320)       $  (1,196,552)     $       (330,607)         $  (1,144,811)
                                       ==============       ==============     =================         ==============

Net loss per
  Partnerships Units                   $         (14)       $         (48)     $            (13)         $         (46)
                                       ==============       ==============     =================         ==============

Outstanding weighted
  Partnership Units                           25,000               25,000                25,000                 25,000
                                       ==============       ==============     =================         ==============
</TABLE>


                 See accompanying notes to financial statements
                                        5
<PAGE>


                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                      STATEMENTS OF PARTNES EQUITY(DEFICIT)
           For the Six Months Ended September 30, 2003 and Nine Months
                             Ended December 31, 2003
                                   (unaudited)

<TABLE>
<CAPTION>

                                    For the Six Months Ended September 30, 2003
                                                          General               Limited
                                                          Partner              Partners                 Total
                                                       ---------------      ----------------      ------------------
                                                      <S>                  <C>                   <C>
Partners' equity (deficit) at March 31, 2003           $     (102,837)      $     14,728,450      $      14,625,613

Net loss                                                       (8,629)              (854,231)              (862,860)
                                                       ---------------      ----------------      ------------------

Partners' equity (deficit) at September 30, 2003       $     (111,466)      $     13,874,219      $      13,762,753
                                                       ===============      ================      ==================
</TABLE>


<TABLE>
<CAPTION>
                                    For the Nine Months Ended December 31, 2003
                                                          General               Limited
                                                          Partner              Partners                 Total
                                                       ---------------      ----------------      ------------------
                                                      <S>                  <C>                   <C>
Partners' equity (deficit) at March 31, 2003           $     (102,837)      $    14,728,450       $      14,625,613

Net loss                                                      (12,086)           (1,196,552)             (1,208,638)
                                                       ---------------      ----------------      ------------------

Partners' equity (deficit) at December 31, 2003        $     (114,923)      $    13,531,898       $      13,416,975
                                                       ===============      ================      ==================
</TABLE>


                 See accompanying notes to financial statements
                                        6
<PAGE>


                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                            STATEMENTS OF CASH FLOWS
              For the Six Months Ended September 30, 2003 and 2002
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                            2003                 2002
                                                                        --------------      ---------------
Cash flows from operating activities:
                                                                      <S>                 <C>
  Net loss                                                              $     (862,860)     $      (822,429)
    Adjustments to reconcile net loss to net
      cash used in operating activities:
        Amortization                                                            32,268               32,268
        Equity in losses of Local Limited Partnerships                         616,768              710,026
        Impairment loss                                                        154,864                    -
        Change in escrow disbursement account                                     (933)                   -
        Interest payable                                                             -                2,396
        Advances to Local Limited Partnerships                                 (16,921)             (25,000)
        Write off of advances to Local Limited Partnerships                     16,921               25,000
        Change in accrued  fees and expenses due to
           General Partner and affiliates                                       63,246               88,368
                                                                        --------------      ---------------
  Net cash provided by operating activities                                      3,353               10,629
                                                                        --------------      ---------------

Cash flows from investing activities:

  Distributions received from Local Limited Partnerships                             -               11,500
                                                                        --------------      ---------------
Net cash provided by investing activities                                            -               11,500
                                                                        --------------      ---------------

Net increase in cash                                                             3,353               22,129

Cash, beginning of period                                                       22,868                1,288
                                                                        --------------      ---------------

Cash, end of period                                                     $       26,221      $        23,417
                                                                        ==============      ===============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:

   Taxes paid                                                           $            -      $           800
                                                                        ==============      ===============
</TABLE>

                 See accompanying notes to financial statements
                                        7
<PAGE>

                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                            STATEMENTS OF CASH FLOWS
              For the Nine Months Ended December 31, 2003 and 2002
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                            2003                 2002
                                                                        --------------      ---------------
                                                                       <S>                 <C>
Cash flows from operating activities:

  Net loss                                                              $   (1,208,638)     $    (1,156,375)
    Adjustments to reconcile net loss to net
      cash used in operating activities:
        Amortization                                                            48,402               48,402
        Equity in losses of Local Limited Partnerships                         925,152              958,327
        Impairment loss                                                        154,864                    -
        Change in escrow disbursement account                                     (933)                   -
        Advances to Local Limited Partnerships                                 (16,921)             (65,916)
        Write off of advances to Local Limited Partnerships                     16,921               65,916
        Change in accrued  fees and expenses due to
           General Partner and affiliates                                       98,157              286,000
        Change in other assets                                                       -             (134,743)
                                                                        --------------      ---------------
        Net cash provided by operating activities                               17,004                1,611
                                                                        --------------      ---------------
Cash flows from investing activities:

    Capital contributions paid to Local Limited Partnerships                   (16,800)                   -
    Distributions received from Local Limited Partnerships                           -               11,500
                                                                        --------------      ---------------

Net cash provided by (used in) investing activities                            (16,800)              11,500
                                                                        --------------      ---------------

Net increase in cash                                                               204               13,111

Cash, beginning of period                                                       22,868                1,288
                                                                        --------------      ---------------

Cash, end of period                                                     $       23,072      $        14,399
                                                                        ==============      ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:

   Taxes paid                                                           $            -      $           800
                                                                        ==============      ===============

</TABLE>


                 See accompanying notes to financial statements
                                       8
<PAGE>

                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

             For the Quarterly periods ended September 30, 2003 and
                                December 31, 2003
                                   (unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

General
-------
The accompanying  condensed unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial information and with the instructions to Form 10-Q
for quarterly  reports under Section 13 or 15(d) of the Securities  Exchange Act
of 1934.  Accordingly,  they do not include all of the information and footnotes
required by  accounting  principles  generally  accepted in the United States of
America for complete  financial  statements.  In the opinion of management,  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the six months ended
September 30, 2003 and nine months ended  December 31, 2003 are not  necessarily
indicative  of the results that may be expected for the fiscal year ending March
31,  2004.  For  further  information,  refer to the  financial  statements  and
footnotes thereto included in the Partnership's annual report on Form 10-K/A for
the fiscal year ended March 31, 2003.

Organization
------------

WNC  Housing  Tax  Credit  Fund  VI,  L.P.,  Series  5 is a  California  Limited
Partnership (the "Partnership") formed under the laws of the State of California
on March 3, 1997 and commenced  operations on August 29, 1997.  The  Partnership
was  formed  to  invest  primarily  in other  limited  partnerships  or  limited
liability  companies  ("Local  Limited  Partnerships")  which  own  and  operate
multi-family  housing  complexes  ("Housing  Complexes")  that are  eligible for
Federal low-income  housing tax credits ("Low Income Housing Tax Credits").  The
local  general  partners  (the "Local  General  Partners") of each Local Limited
Partnership retain  responsibility  for maintaining,  operating and managing the
Housing Complexes.  Each Local Limited  Partnership is governed by its agreement
of limited partnership (the "Local Limited Partnership Agreement").

The general partner of the Partnership is WNC & Associates,  Inc.  ("Associates"
the  "General   Partner").   The  chairman  and  president  of  Associates   own
substantially  all of the outstanding  stock of Associates.  The business of the
Partnership  is  conducted   primarily  through  the  General  Partner,  as  the
Partnership has no employees of its own.

The Partnership shall continue in full force and effect until December 31, 2052,
unless terminated prior to that date,  pursuant to the partnership  agreement or
law.

The financial  statements  include only activity relating to the business of the
Partnership,  and do not give  effect to any assets that the  partners  may have
outside of their interests in the Partnership, or to any obligations,  including
income taxes, of the partners.

The Partnership  Agreement  authorized the sale of up to 25,000 units of limited
partnership interest  ("Partnership  Units") at $1,000 per Partnership Unit. The
offering  of  Partnership  Units has  concluded  and 25,000  Partnership  Units,
representing  subscriptions  in the  amount of  $24,918,175,  net of dealer  and
volume  discounts  of $81,825 had been  accepted.  The General  Partner has a 1%
interest  in  operating  profits  and losses,  taxable  income and losses,  cash
available  for  distribution  from the  Partnership  and Low Income  Housing Tax
Credits of the  Partnership.  The  investors  (the "Limited  Partners")  will be
allocated the  remaining  99% of these items in  proportion to their  respective
investments.

The proceeds from the  disposition of any of the Housing  Complexes will be used
first to pay  debts and  other  obligations  per the  respective  Local  Limited
Partnership Agreement.  Any remaining proceeds will then be paid to the partners
of the Local Limited Partnership,  including the Partnership, in accordance with
the terms of the particular Local Limited Partnership  Agreement.  The sale of a
Housing  Complex  may  be  subject  to  other   restrictions   and  obligations.
Accordingly,  there can be no assurance that a Local Limited Partnership will be
able to sell its Housing Complex.  Even if it does so, there can be no assurance
that any  significant  amounts of cash will be distributed  to the  Partnership.
Should  such  distributions  occur,  the  Limited  Partners  will be entitled to
receive  distributions  from the proceeds remaining after payment of Partnership


                                       9
<PAGE>

                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

             For the Quarterly periods ended September 30, 2003 and
                                December 31, 2003
                                   (unaudited)

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

obligations and funding reserves, equal to their capital contributions and their
return on  investment  (as defined in the  Partnership  Agreement).  The General
Partner  would then be  entitled  to  receive  proceeds  equal to their  capital
contributions  from the remainder.  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.

Risks and Uncertainties
-----------------------

An investment in the  Partnership  and the  Partnership's  investments  in Local
Limited  Partnerships  and their Housing  Complexes are subject to risks.  These
risks may impact the tax benefits of an investment in the  Partnership,  and the
amount of proceeds  available for distribution to the Limited Partners,  if any,
on liquidation of the Partnership's investments. Some of those risks include the
following:

The  Low  Income   Housing  Tax  Credits   rules  are   extremely   complicated.
Noncompliance  with these rules results in the loss of future Low Income Housing
Tax  Credits  and the  fractional  recapture  of Low Income  Housing Tax Credits
already taken. In most cases the annual amount of Low Income Housing Tax Credits
that an  individual  can use is limited to the tax liability due on the person's
last $25,000 of taxable income. The Local Limited  Partnerships may be unable to
sell the Housing  Complexes  at a price which  would  result in the  Partnership
realizing cash distributions or proceeds from the transaction.  Accordingly, the
Partnership  may be unable to distribute any cash to its Limited  Partners.  Low
Income  Housing Tax Credits may be the only  benefit from an  investment  in the
Partnership.

The Partnership has invested in a limited number of Local Limited  Partnerships.
Such  limited  diversity  means that the  results of  operation  of each  single
Housing  Complex  will have a greater  impact on the  Partnership.  With limited
diversity,   poor   performance   of  one  Housing   Complex  could  impair  the
Partnership's ability to satisfy its investment objectives. Each Housing Complex
is subject to mortgage  indebtedness.  If a Local Limited  Partnership failed to
pay its  mortgage,  it  could  lose  its  Housing  Complex  in  foreclosure.  If
foreclosure  were to occur during the first 15 years,  the loss of any remaining
future Low Income  Housing Tax  Credits,  a  fractional  recapture  of prior Low
Income Housing Tax Credits,  and a loss of the  Partnership's  investment in the
Housing  Complex  would  occur.  The  Partnership  is  a  limited  partner  or a
non-managing  member  of  each  Local  Limited  Partnership.   Accordingly,  the
Partnership  will have very  limited  rights with respect to  management  of the
Local  Limited  Partnerships.  The  Partnership  will rely  totally on the Local
General  Partners.  Neither  the  Partnership's  investments  in  Local  Limited
Partnerships,  nor  the  Local  Limited  Partnerships'  investments  in  Housing
Complexes,  are readily marketable.  To the extent the Housing Complexes receive
government financing or operating subsidies,  they may be subject to one or more
of the  following  risks:  difficulties  in  obtaining  tenants  for the Housing
Complexes;  difficulties  in  obtaining  rent  increases;  limitations  on  cash
distributions;  limitations  on  sales  or  refinancing  of  Housing  Complexes;
limitations on transfers of interests in Local Limited Partnerships; limitations
on removal of Local  General  Partners;  limitations  on subsidy  programs;  and
possible changes in applicable regulations. Uninsured casualties could result in
loss of property and Low Income  Housing Tax Credits and recapture of Low Income
Housing Tax  Credits  previously  taken.  The value of real estate is subject to
risks  from  fluctuating  economic   conditions,   including  employment  rates,
inflation,  tax, environmental,  land use and zoning policies, supply and demand
of similar properties, and neighborhood conditions, among others.

The  ability of Limited  Partners to claim tax losses  from the  Partnership  is
limited.  The IRS may audit the  Partnership or a Local Limited  Partnership and
challenge the tax treatment of tax items.  The amount of Low Income  Housing Tax
Credits and tax losses allocable to the limited partners could be reduced if the
IRS were  successful  in such a  challenge.  The  alternative  minimum tax could
reduce tax benefits from an investment in the  Partnership.  Changes in tax laws
could also impact the tax benefits from an investment in the Partnership  and/or
the value of the Housing Complexes.

                                       10
<PAGE>
                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

             For the Quarterly periods ended September 30, 2003 and
                                December 31, 2003
                                   (unaudited)

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

No trading  market for the  Partnership  Units exists or is expected to develop.
Limited  Partners  may be unable to sell  their  Partnership  Units  except at a
discount  and  should  consider  their  Partnership  Units  to  be  a  long-term
investment.  Individual  Limited Partners will have no recourse if they disagree
with actions authorized by a vote of the majority of Limited Partners.

The  Partnership   currently  has  insufficient  working  capital  to  fund  its
operations.  Associates  has agreed to continue  providing  advances  sufficient
enough  to  fund  the  operations  and  working  capital   requirements  of  the
Partnership through April 30, 2009.

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.

Exit Strategy
-------------

The IRS  compliance  period for  Low-Income  Housing  Tax Credit  properties  is
generally  15 years from  occupancy  following  construction  or  rehabilitation
completion.  Associates was one of the first in the industry to offer syndicated
investments  using the Low Income Housing Tax Credits.  The initial programs are
completing their compliance  periods. As of December 31, 2003, none of the Local
Limited Partnerships had completed the 15 year compliance period.

With  that in  mind,  the  Partnership  is  continuing  to  review  the  Housing
Complexes,  with special  emphasis on the more mature Housing  Complexes such as
any that have satisfied the IRS compliance  requirements.  The review  considers
many factors, including extended use requirements (such as those due to mortgage
restrictions  or state  compliance  agreements),  the  condition  of the Housing
Complexes, and the tax consequences to the Limited Partners from the sale of the
Housing Complexes.

Upon  identifying  those  Housing  Complexes  with the highest  potential  for a
successful sale, refinancing or syndication,  the Partnership expects to proceed
with  efforts to  liquidate  them.  The  objective  is to  maximize  the Limited
Partners'  return  wherever   possible  and,   ultimately,   to  wind  down  the
Partnership.  Local Limited Partnership interests may be disposed of any time by
the  General  Partner  in its  discretion.  While  liquidation  of  the  Housing
Complexes continues to be evaluated,  the dissolution of the Partnership was not
imminent as of December 31, 2003.  As of December 31, 2003 no Housing  Complexes
have been identified for disposition.

Method of Accounting for Investments in Local Limited Partnerships
------------------------------------------------------------------

The Partnership accounts for its investments in Local Limited Partnerships using
the equity method of accounting,  whereby the Partnership adjusts its investment
balance for its share of the Local Limited  Partnerships'  results of operations
and for any  contributions  made and  distributions  received.  The  Partnership
reviews the  carrying  amount of an  individual  investment  in a Local  Limited
Partnership for possible  impairment whenever events or changes in circumstances
indicate that the carrying  amount of such  investment  may not be  recoverable.
Recoverability  of such investment is measured by the estimated value derived by
management,  generally  consisting of the sum of the remaining future Low Income
Housing  Tax  Credits  estimated  to be  allocable  to the  Partnership  and the
estimated  residual value to the Partnership.  If an investment is considered to
be impaired, the Partnership reduces the carrying value of its investment in any


                                       11

<PAGE>
                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

             For the Quarterly periods ended September 30, 2003 and
                                December 31, 2003
                                   (unaudited)

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

such Local Limited  Partnership.  The  accounting  policies of the Local Limited
Partnerships,  generally,  are  expected  to be  consistent  with  those  of the
Partnership.  Costs incurred by the Partnership in acquiring the investments are
capitalized as part of the investment and are being amortized over 30 years (See
Note 2).

Equity in losses of Local  Limited  Partnerships"  for each of the periods ended
December 31, 2003 and 2002 and September 30, 2003 and 2002 have been recorded by
the  Partnership.  Management's  estimate for the six and  nine-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.  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.  Equity in losses  from the  Local  Limited  Partnerships
allocated  to the  Partnership  are  not  recognized  to  the  extent  that  the
investment  balance  would be  adjusted  below zero.  As soon as the  investment
balance  reaches  zero,  amortization  of the  related  costs of  acquiring  the
investment are impaired (see Note 2). If the Local Limited Partnerships reported
net income in future  years,  the  Partnership  will resume  applying the equity
method  only after its share of such net  income  equals the share of net losses
not recognized during the period(s) the equity method was suspended.

The  Partnership  does not  consolidate the accounts and activities of the Local
Limited  Partnerships,  which are considered  Variable  Interest  Entities under
Financial    Accounting   Standards   Board   Interpretation   No.   46-Revised,
"Consolidation  of Variable Interest  Entities",  because the Partnership is not
considered the primary beneficiary.  The Partnership's balance in investments in
Local Limited Partnerships, plus the risk of recapture of tax credits previously
recognized  on such  investments,  represents  the  maximum  exposure to loss in
connection  with such  investments.  The  Partnership's  exposure to loss on the
Local  Limited   Partnerships  is  mitigated  by  the  condition  and  financial
performance of the underlying  Housing  Complexes as well as the strength of the
Local  General  Partners  and their  guarantees  against Low Income  Housing Tax
Credit recapture.

Distributions  received by the  Partnership  are accounted for as a reduction of
the investment balance.  Distributions received after the investment has reached
zero are  recognized  as  distribution  income.  For all  periods  presented  no
investment balances have reached zero.

Use of Estimates
----------------

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America 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.

Cash and Cash Equivalents
-------------------------

The Partnership considers all highly liquid investments with original maturities
of three months or less when purchased to be cash  equivalents.  For all periods
presented, the Partnership had no cash equivalents.

Reporting Comprehensive Income
------------------------------

The  Statement of Financial  Accounting  Standards  ("SFAS") No. 130,  Reporting
Comprehensive  Income  established  standards  for the  reporting and display of
comprehensive  income (loss) and its components in a full set of general-purpose
financial statements. The Partnership had no items of other comprehensive income
for all periods presented, as defined by SFAS No. 130.

                                       12
<PAGE>

                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

             For the Quarterly periods ended September 30, 2003 and
                                December 31, 2003
                                   (unaudited)

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

Concentration of Credit Risk
----------------------------

At  September  30, 2003 and December 31, 2003 the  Partnership  maintained  cash
balances at certain  financial  institutions in excess of the federally  insured
maximum. The Partnership believes it is not exposed to any significant financial
risk on cash.

Income Taxes
------------

No provision for income taxes has been  recorded in the financial  statements as
any  liability  and or benefits  for income  taxes flows to the  partners of the
Partnership and is their obligation and/or benefit.  For income tax purposes the
Partnership reports on a calendar year basis.

Net Loss Per Partnership Unit
-----------------------------

Net loss per Partnership  Unit is calculated  pursuant to Statement of Financial
Accounting  Standards No. 128, Earnings Per Share. Net loss per Partnership Unit
includes no dilution  and is computed  by  dividing  loss  allocated  to Limited
Partners by the weighted average number of Partnership Units outstanding  during
the  period.  Calculation  of  diluted  net  loss  per  Partnership  Unit is not
required.

Reclassifications
-----------------

Certain  reclassifications have been made to the 2002 financial statements to be
consistent with the 2003 presentation.

Amortization
------------

Acquisition  fees  and  costs  are  being  amortized  over 30  years  using  the
straight-line  method.  Amortization  expense  for each of the six months  ended
September  30, 2003 and 2002 was $32,268,  and for each of the nine months ended
December 31, 2003 and 2002 it was $52,551.

Impairment
----------

A loss in value from Local Limited Partnership other than a temporary decline is
recorded  as an  impairment  loss.  Impairment  is  measured  by  comparing  the
investment  carrying  amount to the sum of the total of the remaining Low Income
Housing Tax Credits and the estimated residual value to the Partnership.

Revenue Recognition
-------------------

The  Partnership  is entitled to receive  reporting  fees from the Local Limited
Partnerships.  The  intent  of  the  reporting  fees  is  to  offset  (in  part)
administrative costs incurred by the Partnership in corresponding with the Local
Limited  Partnerships.  Due to the  uncertainty of the collection of these fees,
the Partnership recognizes reporting fees as collections are made.

                                       13
<PAGE>

                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

             For the Quarterly periods ended September 30, 2003 and
                                December 31, 2003
                                   (unaudited)

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS
--------------------------------------------------

As of the periods  presented,  the Partnership had acquired limited  partnership
interests in fifteen Local Limited Partnerships,  each of which owns one Housing
Complex  consisting of an aggregate of 624 apartment units. The respective Local
General  Partners  of the  Local  Limited  Partnerships  manage  the  day to day
operations  of the entities.  Significant  Local  Limited  Partnership  business
decisions, as defined,  require approval from the Partnership.  The Partnership,
as a Limited  Partner,  is generally  entitled to 99%, as specified in the Local
Limited  Partnership  agreements,  of the operating profits and losses,  taxable
income and losses, and tax credits of the Local Limited Partnerships.

A loss in value from a Local Limited  Partnership other than a temporary decline
is recorded as an  impairment  loss.  Impairment  is measured by  comparing  the
investment  carrying  amount to the sum of the total amount of the remaining Low
Income  Housing Tax  Credits  allocated  to the  Partnership  and the  estimated
residual value to the  Partnership.  Accordingly,  the  Partnership  recorded an
impairment  loss of $154,864  and $0 during the six months ended  September  30,
2003 and 2002,  respectively  and  $154,864  and $0 during the nine months ended
December 31, 2003 and 2002, respectively.

The following is a summary of the equity method  activity of the  investments in
Local Limited Partnerships for the periods presented below:
<TABLE>
<CAPTION>

                                                                   For the Six               For the Year
                                                                   Months Ended                  Ended
                                                                September 30, 2003          March 31, 2003
                                                              -----------------------      ------------------
                                                             <S>                        <C>
     Investments per balance sheet, beginning of period       $           15,089,794     $        16,200,256
     Impairment loss                                                        (154,864)                      -
     Equity in losses of Local Limited Partnerships                         (616,768)             (1,045,926)
     Amortization of capitalized acquisition fees and
     costs                                                                   (32,268)                (64,536)
                                                                ---------------------      ------------------
     Investments per balance sheet, end of period             $           14,285,894     $        15,089,794
                                                                =====================      ==================

                                                                   For the Nine              For the Year
                                                                   Months Ended                  Ended
                                                                December 31, 2003           March 31, 2003
                                                                ---------------------      ------------------
     Investments per balance sheet, beginning of period       $           15,089,794     $        16,200,256
     Impairment loss                                                        (154,864)                      -
     Equity in losses of Local Limited Partnerships                         (925,152)             (1,045,926)
     Amortization of capitalized acquisition fees and
     costs                                                                   (48,402)                (64,536)
                                                                ---------------------      ------------------
     Investments per balance sheet, end of period             $           13,961,376     $        15,089,794
                                                                =====================      ==================
</TABLE>

                                       14
<PAGE>
                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

             For the Quarterly periods ended September 30, 2003 and
                                December 31, 2003
                                   (unaudited)

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued
-------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                         For the Six Months        For the Year Ended
                                                                               Ended
                                                                         September 30, 2003          March 31, 2003
                                                                       -----------------------     --------------------
                                                                    <S>                         <C>
Investments in Local Limited Partnerships, net                       $              12,705,435   $           13,477,067
Acquisition fees and costs, net of accumulated amortization of
$355,275 and $323,007                                                                1,580,459                1,612,727
                                                                       -----------------------     --------------------
Investments per balance sheet, end of period                         $              14,285,894   $           15,089,794
                                                                       =======================     ====================

                                                                        For the Nine Months        For the Year Ended
                                                                               Ended
                                                                         December 31, 2003           March 31, 2003
                                                                       -----------------------     --------------------
Investments in Local Limited Partnerships, net                       $              12,397,051   $           13,477,067
Acquisition fees and costs, net of accumulated amortization of
$371,409 and $323,007                                                                 1,564,325                1,612,727
                                                                       -----------------------     --------------------
Investments per balance sheet, end of period                         $              13,961,376   $           15,089,794
                                                                       =======================     ====================
</TABLE>


Selected  financial  information for the six months ended September 30, 2003 and
2002 from the unaudited  combined  condensed  financial  statements of the Local
Limited Partnerships in which the Partnership has invested is as follows:
<TABLE>
<CAPTION>

                   COMBINED CONDENSED STATEMENTS OF OPERATIONS
                                                                               2003                    2002
                                                                        -------------------    ---------------------
                                                                     <S>                     <C>
                Revenues                                              $           1,553,000   $            1,535,000
                                                                        -------------------    ---------------------
                Expenses:
                 Interest expense                                                   471,000                  506,000
                 Depreciation and amortization                                      640,000                  649,000
                 Operating expenses                                               1,062,000                  984,000
                                                                        -------------------    ---------------------

                Total expenses                                                    2,173,000                2,139,000
                                                                        -------------------    ---------------------

                Net loss                                              $            (620,000)                (604,000)
                                                                        ===================    =====================
                Net loss allocable to the Partnership                 $            (617,000)  $             (600,000)
                                                                        ===================    =====================
                Net loss recorded by the Partnership                  $            (617,000)  $             (710,000)
                                                                        ===================    =====================
</TABLE>

                                       15


<PAGE>

                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

             For the Quarterly periods ended September 30, 2003 and
                                December 31, 2003
                                   (unaudited)

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued
-------------------------------------------------------------

Selected  financial  information for the nine months ended December 31, 2003 and
2002 from the unaudited  combined  condensed  financial  statements of the Local
Limited Partnerships in which the Partnership has invested is as follows:

                                COMBINED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                        2003                     2002
                                                               ----------------------      ------------------
                                                            <S>                          <C>
        Revenues                                             $             2,329,000      $        2,303,000
                                                               ----------------------      ------------------
        Expenses:
          Interest expense                                                   707,000                 758,000
          Depreciation and amortization                                      960,000                 974,000
          Operating expenses                                               1,593,000               1,476,000
                                                               ----------------------      ------------------
        Total expenses                                                     3,260,000               3,208,000
                                                               ----------------------      ------------------

        Net loss                                             $              (931,000)               (905,000)
                                                               ======================      ==================
        Net loss allocable to the Partnership                $              (926,000)     $         (900,000)
                                                               ======================      ==================
        Net loss recorded by the Partnership                 $              (926,000)     $         (958,000)
                                                               ======================      ==================
</TABLE>

Certain Local Limited Partnerships incurred operating losses and/or have working
capital deficiencies.  In the event these Local Limited Partnerships continue to
incur significant  operating  losses,  additional  capital  contributions by the
Partnership  and/or the Local  General  Partners  may be required to sustain the
operations  of  such  Local   Limited   Partnerships.   If  additional   capital
contributions are not made when they are required, the Partnership's  investment
in certain of such Local Limited  Partnerships  could be impaired,  and the loss
and recapture of the related tax credits could occur.

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 fees:

     (a)  Acquisition  fees of up to 7% of the gross  proceeds  from the sale of
          Partnership  Units as compensation for services rendered in connection
          with the acquisition of Local Limited Partnerships.  At the end of all
          periods  presented,  the  Partnership  incurred  acquisition  fees  of
          $1,750,000.  Accumulated  amortization of these  capitalized costs was
          $336,929, $322,344 and $293,174 as of December 31, 2003, September 30,
          2003 and March 31, 2003, respectively.

     (b)  Reimbursement of costs incurred by the General Partner or an affiliate
          of  Associates  in connection  with the  acquisition  of Local Limited
          Partnerships. These reimbursements have not exceeded 1.5% of the gross
          proceeds.  As of the end of all  periods  presented,  the  Partnership
          incurred  acquisition  costs of $185,734,  which have been included in
          investments in Local Limited  Partnerships.  Accumulated  amortization
          was $34,480,  $32,931 and $29,833 as of December  31, 2003,  September
          30, 2003 and March 31, 2003, respectively.

     (c)  An  annual  asset  management  fee in an  amount  equal to 0.2% of the
          Invested  Assets of the  Partnership.  As defined,  "Invested  Assets"
          means  the  sum of  the  Partnership's  Investment  in  Local  Limited



                                       16
<PAGE>

                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

             For the Quarterly periods ended September 30, 2003 and
                                December 31, 2003
                                   (unaudited)

NOTE 3 - RELATED PARTY TRANSACTIONS, continued
----------------------------------------------

          Partnerships  and the  Partnership's  allocable share of the amount of
          the  mortgage  loans  on and  other  debts  related  to,  the  Housing
          Complexes owned by such Local Limited  Partnerships.  Asset management
          fees for each of the six months ended September 30, 2003 and 2002 were
          $35,034. Asset management fees of $52,551 were incurred during each of
          the nine months ended December 31, 2003 and 2002. The Partnership paid
          the  General  Partner or its  affiliates  $10,000 and $0 of those fees
          during the six months ended September 30, 2003 and 2002,  respectively
          and  $10,000 and $0 for the nine months  ended  December  31, 2003 and
          2002, respectively.

     (d)  A subordinated  disposition  fee is an amount equal to 1% of the sales
          price of real estate sold.  Payment of this fee is subordinated to the
          Limited Partners  receiving a preferred return of 12% through December
          31, 2008 and 6% thereafter (as defined in the  Partnership  Agreement)
          and is payable only if the General  Partner or its  affiliates  render
          services in the sales  effort.  No  disposition  fees have been earned
          and/or paid to the Partnership.

     (e)  The  Partnership  reimburses the General Partner or its affiliates for
          operating  expenses  incurred on behalf of the Partnership.  Operating
          expense  reimbursements  were $0 during  each of the six months  ended
          September  30,  2003 and 2002 and  $3,183  and $0 for the nine  months
          ended December 31, 2003 and 2002, respectively.

     (f)  There is a due from affiliates in the amount of $11,114 as of December
          31, 2003, September 30, 2003 and March 31, 2003.

The accrued fees and expenses due to General Partner and affiliates consisted of
the following at:
<TABLE>
<CAPTION>

                                             September 30,         December 31,           March 31,
                                                  2003                 2003                 2003
                                            -----------------    -----------------    ----------------
                                           <S>                  <C>                  <C>
      Accrued asset management fees         $        172,539     $        190,056     $       147,505
      Expenses paid by the General
      Partners or an affiliates
      on behalf of the Partnership                   417,177              434,571             378,965
                                            -----------------    -----------------    ----------------
      Total                                 $        589,716     $        624,627     $       526,470
                                            =================    =================    ================
</TABLE>

The General  Partner and/or its affiliates do not anticipate  that these accrued
fees will be paid in full until such time as capital  reserves  are in excess of
future foreseeable working capital requirements of the Partnership.

NOTE 4 - PAYABLES TO LOCAL LIMITED PARTNERSHIPS
-----------------------------------------------

Payables  to Local  Limited  Partnerships  represent  amounts  which  are due at
various  times based on conditions  specified in the Local  Limited  Partnership
agreements.  These  contributions  are payable in installments and are generally
due  upon  the  Local  Limited  Partnerships  achieving  certain  operating  and
development  benchmarks (generally within two years of the Partnership's initial
investment).  As of September  30,  2003,  December 31, 2003 and March 31, 2003,
$180,471, $163,671 and $180,471, respectively remains payable.

NOTE 5 -ADVANCES TO LOCAL LIMITED PARTNERSHIPS
----------------------------------------------

The  Partnership  had made advances which were used to facilitate  timely escrow
payments.  No such payments were made to the Local Limited  Partnerships  during
the  quarterly  periods  ended  September  30, 2003 and December 31, 2003. As of
December  31, 2003,  total  advances  made to Local  Limited  Partnerships  were
$903,771,   all  of  which  was  reserved.   The   Partnership   determined  the
recoverability  of these advances to be improbable and,  accordingly,  a reserve
had been recorded.


                                      17
<PAGE>


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations


Forward Looking Statements

With the exception of the  discussion  regarding  historical  information,  this
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations"  and other  discussions  elsewhere in this Form 10-Q contain forward
looking statements. Such statements are based on current expectations subject to
uncertainties  and other  factors which may involve known and unknown risks that
could  cause  actual  results  of  operations  to differ  materially  from those
projected or implied. Further, certain forward-looking statements are based upon
assumptions about future events which may not prove to be accurate.

Risks and uncertainties  inherent in forward looking statements include, but are
not  limited  to,  our  future  cash  flows and  ability  to  obtain  sufficient
financing, level of operating expenses, conditions in the Low Income Housing Tax
Credit property market and the economy in general, as well as legal proceedings.
Historical  results are not necessarily  indicative of the operating results for
any future period.

Subsequent  written and oral  forward  looking  statements  attributable  to the
Partnership  or persons  acting on its behalf are  expressly  qualified in their
entirety by  cautionary  statements in this Form 10-Q and in other reports filed
with the Securities and Exchange Commission.  The following discussion should be
read in conjunction with the Financial Statements and the Notes thereto included
elsewhere in this filing.

The following discussion and analysis compares the results of operations for the
three and six months ended  September 30, 2003 and 2002,  and the three and nine
months ended December 31, 2003 and 2002, and should be read in conjunction  with
the combined  condensed  financial  statements and  accompanying  notes included
within this report.

Financial Condition

The Partnership's assets at September 30, 2003 consisted primarily of $26,000 in
cash, $210,000 being held in an escrow disbursement account, due from affiliates
of $11,000 and aggregate  investments in the fifteen Local Limited  Partnerships
of  $14,286,000.  Liabilities  at  September  30, 2003  primarily  consisted  of
$590,000 of accrued annual asset management fees and  reimbursement for expenses
paid by the General  Partner and/or its affiliates and payables to Local Limited
Partnerships of $180,000.

The Partnership's  assets at December 31, 2003 consisted primarily of $23,000 in
cash, $210,000 being held in an escrow disbursement account, due from affiliates
of $11,000 and aggregate  investments in the fifteen Local Limited  Partnerships
of  $13,961,000.  Liabilities  at  September  30, 2003  primarily  consisted  of
$625,000 of accrued annual asset management fees and  reimbursement for expenses
paid by the General  Partner and/or its affiliates and payables to Local Limited
Partnerships of $164,000.

Results of Operations

Three  Months  Ended  September  30,  2003  Compared to the Three  Months  Ended
September  30,  2002  The  Partnership's  net loss for the  three  months  ended
September  30,  2003 was  $(343,000),  reflecting  a decrease  of  approximately
$77,000 from the net loss of $(420,000) for the three months ended September 30,
2002.  There  was a $31,000  decrease  in loss from  operations.  This  decrease
included a $25,000  decrease in bad debt expense due to the  Partnership  making
advances in the amount of $25,000  during the three months ended  September  30,
2002 and  reserving  the full  amount  in the same  quarter,  compared  to $0 in
advances  during the three months ended  September  30, 2003.  There was also an
increase of $(6,000) in accounting  and legal  expenses due to a timing issue of
the accounting work being performed. Reporting fees increased by $12,000, due to
the  fact  that  Local  Limited  Partnerships  pay  the  reporting  fees  to the
Partnership  when the Local Limited  Partnership's  cash flow will allow for the
payment.  Finally,  there was a decrease of $46,000 in equity in losses of Local
Limited  Partnerships  for the three months ended September 30, 2003 compared to
the three months ended  September  30, 2002.  The equity in losses can vary each
year depending on the operations of each of the Local Limited Partnerships.


                                       18
<PAGE>


Six Months Ended  September 30, 2003 Compared to Six Months Ended  September 30,
2002 The  Partnership's net loss for the six months ended September 30, 2003 was
$(863,000),  reflecting an increase of approximately $(41,000) from the net loss
of $(822,000)  for the six months ended  September 30, 2002. The increase in net
loss was primarily due to the $(135,000)  increase in loss from operations which
was  largely the result of an increase in  impairment  loss of  $(155,000).  The
Partnership changed the way it evaluated  impairment during the six months ended
September 30, 2003,  by comparing the tax credits  allocated to the fund and the
current  estimated  residual  value of the  investments  compared to the current
carrying  value of each of the  investments.  The  accounting and legal expenses
also increased by $(2,000) for the six months ended  September 30, 2003 compared
to the six months ended September 30, 2002 due to the timing issue of accounting
work being  performed.  In addition,  there was also a decrease of $8,000 in bad
debt  expense for the six months ended  September  30, 2003 due to an advance of
$17,000 made to a Local Limited  Partnership  which was reserved during the same
six month  period  compared to $25,000  advanced and reserved for during the six
months ended September 30, 2002. The reporting fees increased by $13,000 for the
six months ended  September 30, 2003 compared to the six months ended  September
30, 2002 due to the fact that Local Limited  Partnerships pay the reporting fees
to the Partnership when the Local Limited Partnership's cash flow will allow for
the payment.  The increase in loss from  operations  was offset by a decrease of
equity in losses of Local Limited  Partnerships by $93,000 to $(617,000) for the
six months ended  September  30, 2003 from  $(710,000)  for the six months ended
September  30,  2002.  The  decrease  in  equity  in  losses  of  Local  Limited
Partnerships  is due to the  Partnership  recognizing  losses  of Local  Limited
Partnerships,   which  varies  with  the  local   economies  of  the  underlying
properties.

Three Months Ended December 31, 2003 Compared to the Three Months Ended December
31, 2002 The Partnership's net loss for the three months ended December 31, 2003
was $(346,000),  reflecting an increase of approximately  $(12,000) from the net
loss of  $(334,000)  for the three  months ended  December  31,  2002.  That was
partially due to a increase of equity in losses of Local Limited Partnerships of
$(60,000)  to  $(308,000)  for the three  months  ended  December  31, 2003 from
$(248,000)  for the three months ended December 31, 2002. The increase in equity
in losses of Local Limited  Partnerships is due to the  Partnership  recognizing
losses  of Local  Limited  Partnerships,  which  varies  depending  on the local
economies  of the  underlying  properties.  The  increase in equity in losses of
Local  Limited  Partnerships  was  offset  by a  $48,000  decrease  in loss from
operations.  The accounting and legal expenses decreased by $6,000 for the three
months ended  December 31, 2003 compared to the three months ended  December 31,
2002 due to a timing issue of the accounting work being performed. Additionally,
the bad debt expense  decreased by $41,000 due to $0 being advanced and reserved
during the three  months  ended  December  31, 2003  compared to $41,000 for the
three months ended December 31, 2002. The other operating  expenses decreased by
$1,000.

Nine Months Ended  December 31, 2003 Compared to the Nine Months Ended  December
31, 2002 The  Partnership's net loss for the nine months ended December 31, 2003
was $(1,209,000), reflecting an increase of approximately $(53,000) from the net
loss of  $(1,156,000)  for the nine months ended December 31, 2002. The increase
in net loss was largely due to the increase in  impairment  loss of  $(155,000).
The Partnership  changed the way it evaluated  impairment during the nine months
ended December 31, 2003, by comparing the tax credits  allocated to the fund and
the current estimated residual value of the investments  compared to the current
carrying  value  of each of the  investments.  Additionally,  there  was  also a
decrease of $49,000 in bad debt expense for the nine months  ended  December 31,
2003 due to advances  made to Local Limited  Partnerships  of $17,000 which were
reserved  during the same nine month  period  compared to $66,000  advanced  and
reserved for during the nine months ended  December  31,  2002.  Reporting  fees
increased by $13,000 for the nine months ended December 31, 2003 compared to the
nine  months  ended  December  31,  2002  due to the  fact  that  Local  Limited
Partnerships  pay the reporting fee and  distribution  income to the Partnership
when the Local Limited  Partnership's cash flow will allow for the payment.  The
accounting  and legal  expenses  decreased  by $5,000 for the nine months  ended
December 31, 2003 compared to the nine months ended December 31, 2002 due to the
timing issue of accounting work being performed.  Additionally, there was also a
decrease in other  operating  expenses  of $2,000.  There was also a decrease of
equity in losses of Local Limited  Partnerships of $33,000 to $(925,000) for the
nine months ended  December 31, 2003 from  $(958,000)  for the nine months ended
December 31, 2002. The equity in losses of Local Limited  Partnerships  can vary
depending on the economies of the underlying properties.

Capital Resources and Liquidity

Six Months Ended  September 30, 2003 Compared to Six Months Ended  September 30,
2002 Net cash  provided  during  the six months  ended  September  30,  2003 was
$3,000,  compared to net cash provided during the six months ended September 30,
2002 of $22,000,  reflecting a change of $(19,000).  During the six months ended


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<PAGE>

September 30, 2002 $12,000 in distributions from Local Limited  Partnerships was
collected  compared to $0 during the six months ended  September  30, 2003.  The
difference is due to the fact that Local Limited  Partnerships pay distributions
to the Partnership when the Local Limited Partnership's cash flow will allow for
the payment.  Additionally the Partnership paid $10,000 in asset management fees
to the General  Partner or an affiliate  for the six months ended  September 30,
2003 compared to $0 being paid during the six months ended September 30, 2002.

Nine Months Ended  December 31, 2003 Compared to Nine Months Ended  December 31,
2002 Net cash provided  during the nine months ended December 31, 2003 was $200,
compared to net cash provided  during the nine months ended December 31, 2002 of
$13,000, reflecting a change of $(13,000). During the nine months ended December
31, 2002 $12,000 in distributions from Local Limited  Partnerships was collected
compared to $0 during the nine months ended December 31, 2003. The difference is
due to the  fact  that  Local  Limited  Partnerships  pay  distributions  to the
Partnership  when the Local Limited  Partnership's  cash flow will allow for the
payment.  During the nine  months  ended  December  31, 2003 there was a capital
contribution of $(17,000) made to a Local Limited Partnership  compared to $0 in
capital  contribution  payments  for the nine months  ended  December  31, 2002.
Additionally  the  Partnership  paid  $10,000  in asset  management  fees to the
General  Partner or an  affiliate  for the nine months  ended  December 31, 2003
compared to $0 being paid during the nine months ended December 31, 2002.

The Partnership  expects its future cash flows,  together with its net available
assets  as of  December  31,  2003,  to be  insufficient  to meet all  currently
foreseeable  future  cash  requirements.   Associates  has  agreed  to  continue
providing advances  sufficient enough to fund the operations and working capital
requirements of the Partnership through Apri1 30, 2009.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

          NOT APPLICABLE

Item 4.   Controls and Procedures

          As of the end of the period covered by this report,  the Partnership's
          General Partner,  under the supervision and with the  participation of
          the Chief Executive  Officer and Chief Financial Officer of Associates
          carried  out  an  evaluation  of  the   effectiveness  of  the  Fund's
          "disclosure controls and procedures" as defined in Securities Exchange
          Act of 1934 Rule  13a-15 and  15d-15.  Based on that  evaluation,  the
          Chief  Executive  Officer and Chief  Financial  Officer have concluded
          that  as of  the  end  of the  period  covered  by  this  report,  the
          Partnership's  disclosure  controls and  procedures  were adequate and
          effective in timely alerting them to material  information relating to
          the Partnership required to be included in the Partnership's  periodic
          SEC filings.

          Changes  in   internal   controls.   There  were  no  changes  in  the
          Partnership's  internal control over financial reporting that occurred
          during the  quarters  ended  September  30, 2003 and December 31, 2003
          that  materially  affected,  or are  reasonably  likely to  materially
          affect, the Partnership's internal control over financial reporting.

Part II.  Other Information

Item 1.   Legal Proceedings

          NONE

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

          NONE

Item 3.   Defaults Upon Senior Securities

          NONE


                                      20
<PAGE>


Item 4.   Submission of Matters to a Vote of Security Holders

          NONE

Item 5.   Other Information

          NONE

Item 6.   Exhibits

31.1      Certification  of the  Principal  Executive  Officer  pursuant to Rule
          13a-14  and  15d-14,  as  adopted  pursuant  to  section  302  of  the
          Sarbanes-Oxley Act of 2002. (filed herewith)

31.2      Certification  of the  Principal  Financial  Officer  pursuant to Rule
          13a-14  and  15d-14,  as  adopted  pursuant  to  section  302  of  the
          Sarbanes-Oxley Act of 2002. (filed herewith)

32.1      Section 1350  Certification  of the Chief  Executive  Officer.  (filed
          herewith)

32.2      Section 1350  Certification  of the Chief  Financial  Officer.  (filed
          herewith)




                                       21
<PAGE>


Pursuant  to the  requirements  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 HOUSING TAX CREDIT FUND VI, L.P., SERIES 5


By:  WNC & ASSOCIATES, INC.      General Partner





By: /s/ Wilfred N. Cooper, Jr.
   ---------------------------

Wilfred N. Cooper, Jr.
President and Chief Executive Officer of WNC & Associates, Inc.

Date: May 16, 2008





By:  /s/ Thomas J. Riha
    -------------------

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

Date: May 16, 2008




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