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 March 31, 1998

                                       OR

o 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: 333-24111


                      WNC HOUSING TAX CREDIT FUND VI, L.P.,
                              Series 5 and Series 6

California                                                   33-0775418

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


3158 Redhill Avenue, Suite 120
Costa Mesa, CA  92626
(Address of principal executive offices)

(714) 662-5565
(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 X No ____



<PAGE>



           WNC HOUSING TAX CREDIT FUND VI, L.P., Series 5 and Series 6

                               INDEX TO FORM 10-Q

                      FOR THE QUARTER ENDED MARCH 31, 1998




PART I. FINANCIAL INFORMATION
Series 5
Item 1.  Financial Statements
         Balance Sheet, March 31, 1998 and December 31, 1997               3

         Statement of Operations For the Three Months ended
           March 31, 1998                                                  4

         Statement of Partners' Equity
           For the Three Months ended March 31, 1998                       5

         Statement of Cash Flows
         For the Three Months ended March 31, 1998                         6

         Notes to Financial Statements                                     8

Item 2.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                       13

Item 3.  Quantitative and Qualitative Disclosures About Market Risks      15

Series 6

Series 6  currently  has no assets  or  liabilities  and has had no  operations.
Accordingly, no financial information is included herein for Series 6.

PART II. OTHER INFORMATION
Item 2  Changes in Securities and Use of Proceeds                         16

Item 6. Exhibits and Reports on Form 8-K                                  16

         Signatures                                                       17



<PAGE>




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


                                 BALANCE SHEETS
                      March 31, 1998 and December 31, 1997

                                                    1998               1997
                                                    ----               ----
                                     ASSETS

Cash and cash equivalents                    $   7,612,155      $   5,498,424
Subscriptions receivable - Note 6                  597,350            631,885
Loans receivable - Note 2                          360,194            878,894
Investment in limited
 partnerships - Note 3                           6,756,695          2,398,460
Other assets                                        24,552              5,042
                                                ----------          ---------
                                             $  15,350,946      $   9,412,705
                                               ===========          =========


                        LIABILITIES AND PARTNERS' EQUITY

Liabilities:
Payable to limited partnerships - Note 5      $   1,836,775      $    860,671
Accrued fees and expenses due to
  general partner and affiliates - Note 4           564,249           361,900
                                                   --------         ---------
                                                  2,401,024         1,222,571
                                                  ----------        ---------
Commitments and contingencies - Note 8
Partners' equity (deficit):
 General partner                                    (18,619)          (12,452)
 Limited partners (25,000 units
  authorized, 15,377 units issued
  and outstanding at March 31, 1998)             12,968,541         8,202,586
                                                 ----------         ---------

Total partners' equity                           12,949,922         8,190,134
                                                -----------         ---------
                                              $  15,350,946      $  9,412,705
                                                 ==========         =========

                                    UNAUDITED
                 See Accompanying Notes to Financial Statements

                                        3



<PAGE>



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


                             STATEMENT OF OPERATIONS

                    For The Three Months Ended March 31, 1998


Interest income                               $ 52,896
                                                ------

Operating expenses:
Amortization                                     6,764
Asset management fees - Note 4                     872
Other                                               60
                                                ------
Operating expenses                               7,696
                                                ------

Income from operations                          45,200
                                                ------

Equity in loss from
 limited partnerships- Note 3                  (13,585)
                                               -------

Net income                               $      31,615
                                                ======

Net income allocated to:
  General partner                        $         316
                                                ======

  Limited partners                       $      31,299
                                                ======

Net income per weighted limited partner
   units (12,456)                        $        2.51
                                                ======



                                    UNAUDITED
                 See Accompanying Notes to Financial Statements

                                        4



<PAGE>



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

                     STATEMENT OF PARTNERS' EQUITY (DEFICIT)

                    For The Three Months Ended March 31, 1998


<TABLE>
<CAPTION>

                                                    General             Limited
                                                    Partner             Partner             Total
                                                    --------            -------            ------

<S>                                             <C>                   <C>               <C>
Equity (deficit), December 31, 1997             $     (12,452)        $   8,202,586     $   8,190,134

Capital contributions                                                     5,517,925         5,517,925

Offering expenses                                      (6,483)             (641,769)         (648,252)

Capital issued for notes receivable
 - Note 6                                                                  (141,500)         (141,500)

                                                                                                    -
Net income                                                316                31,299            31,615
                                                      -------            ----------        ----------

Equity (deficit), March 31, 1998                $     (18,619)        $  12,968,541     $  12,949,922
                                                      =======            ==========        ==========

</TABLE>







                                    UNAUDITED
                 See Accompanying Notes to Financial Statements

                                        5


<PAGE>



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

                             STATEMENT OF CASH FLOWS
                    For the Three Months Ended March 31, 1998
                                                                     1998
                                                                     ----
Cash flows used by operating activities:
  Net income                                                   $      31,615
    Adjustments to reconcile net income to net cash
     used in operating activities:
        Equity in loss of limited partnerships                        13,585
        Amortization                                                   6,764
        Asset management fee                                             872
        Change in other assets                                       (19,510)
                                                                     -------
             Net cash provided by operating activities                33,326
                                                                      ------

Cash flows used by investing activities:
  Investment in limited partnerships                              (2,467,221)
  Acquisition fees and costs                                        (267,785)
  Distributions from limited partnerships                                315
                                                                    --------
             Net cash used by investing activities                (2,734,691)
                                                                  ----------

Cash flows provide by financing activities:
  Capital contributions                                            5,410,960
  Offering expenses                                                 (595,864)
                                                                    --------
             Net cash provided by financing activities             4,815,096
                                                                   ---------

Net increase in cash and cash equivalents                          2,113,731
Cash and cash equivalents, beginning of period                     5,498,424
                                                                   ---------

Cash and cash equivalent, end of period                        $   7,612,155
                                                                   =========


                                    UNAUDITED
                 See Accompanying Notes to Financial Statements

                                        6


<PAGE>


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


                       STATEMENT OF CASH FLOWS (CONTINUED)

                    For the Three Months Ended March 31, 1998


SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES:
----------------------------------------------------------------------

During the three months ended March 31, 1998 the Partnership  incurred,  but did
not pay, $201,476 of payables to affiliates for acquisitions costs, and fees and
offering expenses (see Note 4).

During the three months ended March 31, 1998 the Partnership  incurred,  but did
not pay,  $976,104 of payables to limited  partnership  in  connection  with the
acquisition of limited partnership interests.

During the three months ended March 31, 1998 the  Partnership  applied  $518,700
from a loan receivable to the respective note payables to limited partnership in
connection with the acquisition of limited partnership interests.

During the three months ended March 31, 1998  $141,500 of capital  contributions
were recorded as notes receivable.









                                    UNAUDITED
                 See Accompanying Notes to Financial Statements

                                        7



<PAGE>



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

                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1998


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

Organization
------------
WNC Housing Tax Credit Fund, VI, L.P., Series 5 (the  "Partnership")  was formed
under  the  California  Revised  Limited  Partnership  Act on March 3,  1997 and
commenced  operations on August 29, 1997. The  Partnership  was formed to invest
primarily in other limited  partnerships which will own and operate multi-family
housing complexes that will qualify for low income housing credits.

The information  contained in the following notes to the financial statements is
condensed  from that  which  would  appear in the annual  financial  statements;
accordingly,  the  financial  statements  included  herein should be reviewed in
conjunction with the financial statements and related notes thereto contained in
the Partnership's Annual Report of December 31, 1997.

In  the  opinion  of  the  management,   the  accompanying  unaudited  financial
statements  contain  all  adjustments   (consisting  of  only  normal  recurring
accruals)  necessary to present  fairly the  financial  position as of March 31,
1998 and the  results  of  operations  and  changes  in cash flows for the three
months ended March 31, 1998. Accounting measurements at interim dates inherently
involve  greater  reliance  on  estimates  than  at year  end.  The  results  of
operations for the interim period  presented are not  necessarily  indicative of
the results for the entire year.

The general partner of the  Partnership is WNC & Associates,  Inc. (the "General
Partner"). Wilfred N. Cooper, Sr., through the Cooper Revocable Trust, owns just
less than 70% of the outstanding stock of WNC & Associates, Inc. John B. Lester,
Jr. is the original  limited partner of the  Partnership  and owns,  through the
Lester  Family  Trust,  just  less  than 30% of the  outstanding  stock of WNC &
Associates, Inc.

Pursuant to the  Partnership  Agreement,  the  Partnership is authorized to sell
25,000 units of limited  partnership  interests in the Partnership  ("Units") at
$1,000 per Unit of which 15,377 Units in the amount of $15,313,305 had been sold
as of March 31, 1998.

Allocations Under the Terms of the Partnership Agreement
--------------------------------------------------------
The General Partner has a 1% interest in operating  profits and losses,  taxable
income and loss and in cash available for distribution from the Partnership. The
limited  partners  will  be  allocated  the  remaining  99% of  these  items  in
proportion  to the  number  of their  respective Units.

                                        8


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                 March 31, 1998

NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
--------------------------------------------------------------

Allocations Under the Terms of the Partnership  Agreement  (Continued) After the
limited  partners  have  received sale or  refinancing  proceeds  equal to their
capital  contributions  and  their  return  on  investment  (as  defined  in the
Partnership's  Agreement  of Limited  Partnership)  and the General  Partner has
received  a  subordinated  disposition  fee (as  described  in Note 3 below) any
additional  sale or refinancing  proceeds will be distributed 90% to the limited
partners (in proportion to the number of their respective  Units) and 10% to the
General Partner.

Method of Accounting For Investment in Limited Partnerships
-----------------------------------------------------------
The Partnership  accounts for its investments in limited  partnerships using the
equity method of  accounting,  whereby the  Partnership  adjusts its  investment
balance for its share of each limited  partnership's  results of operations  and
for any distributions  received.  Costs incurred by the Partnership in acquiring
the  investments  in  limited  partnerships  are  capitalized  as  part  of  the
investment.

Losses from the limited  partnerships  will not be recognized to the extent that
the individual investment balance would be adjusted below zero.

Cash and Cash Equivalents
-------------------------
The  Partnership  considers all bank  certificates of deposit with a maturity of
less than three months to be cash equivalents.

Offering Expenses
-----------------
Offering  expenses consist of underwriting  commissions,  legal fees,  printing,
filing and  recordation  fees, and other costs incurred with selling Units.  The
General  Partner is  obligated to pay all  offering  and  organization  costs in
excess of 14.5%  (including sales  commissions) of the total offering  proceeds.
Offering expenses are reflected as a reduction of partners' capital.






                                        9


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                 March 31, 1998


NOTE 2 - LOANS RECEIVABLE
-------------------------

Loans receivable  represent amounts loaned by the Partnership to certain limited
partnerships in which the  Partnership  may invest.  These loans will be applied
against  the  first  capital  contribution  due  if the  Partnership  ultimately
acquires a limited partnership  interest. In the event that the Partnership does
not  acquire a limited  partnership  interest,  the loans are to be repaid  with
interest  at a rate which is equal to the rate  charged to an  affiliate  of the
general  partner  (8.75 % at March  31,1998).  Loans  receivable  of $518,700 at
December  31,  1997  were  applied  to  capital  contributions  due for  limited
partnership interests acquired in January 1998. A loan receivable with a balance
of $260,194 at March 31, 1998 was  collectible  from a  partnership  which is in
negotiations  to be acquired (set Note 8). A loan  receivable  with a balance of
$100,000 at March 31, 1998 was collectible from one limited partnership that the
Partnership  has declined to acquire and is to be repaid to the  Partnership  in
1998.


NOTE 3 - INVESTMENT IN LIMITED PARTNERSHIPS
-------------------------------------------

The  following  is a summary  of the  investment  in  limited  partnerships  and
reconciliation  to the  limited  partnership  accounts  as of March 31, 1998 and
December 31, 1997:

                                                      1998             1997
                                                      ----             ----
 Investment balance,
   beginning of period                         $   2,398,460     $           0
 Capital contributions                             2,985,921           836,632
 Capital contributions payable                       976,104           860,671
 Capitalized acquisition fees and costs              416,874           701,018
 Distributions from limited partnerships                (315)
 Equity in income of limited partnerships            (13,585)            2,395
 Amortization of acquisition fees and costs           (6,764)           (2,256)
                                                     -------           -------
 Investment balance,
   end of period                               $   6,656,695     $   2,398,460
                                                   =========         =========



                                       10


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                 March 31, 1998


NOTE 4- RELATED PARTY TRANSACTIONS
----------------------------------

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

          Acquisition  fees up to 7% of the  gross  proceeds  from  the  sale of
     Units.  Acquisition  fees of $377,405 were incurred during the three months
     ended March 31, 1998.

          Reimbursement for acquisition expenses,  offering and selling expenses
     advanced by the General Partner or affiliates on behalf of the Partnership.
     These reimbursements plus all other acquisition costs and offering expenses
     inclusive of sales commissions will not exceed 14.5% of the gross proceeds.
     During the three  months  ended  March 31,  1998 the  Partnership  incurred
     acquisition expenese,  offering and selling expenses of $39,468,  $286,017,
     and $362,235, respectively.

          An  annual  management  fee  not to  exceed  .2% of the  Partnership's
     invested  assets  (defined  by  the  Partnership's   Agreement  of  Limited
     Partnership  as  the   Partnership's   capital   contributions  to  limited
     partnerships  plus its allocable  percentage of the permanent  financing of
     the limited  partnerships).  The  Partnership has incurred fees of $872 for
     the three months ended March 31, 1998.

          A subordinated  disposition  fee in 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 return on  investment  (as  defined  in the
     Partnership's  Agreement  of Limited  Partnership)  and is payable  only if
     services are rendered in the sales effort.

Accrued fees and advances due to affiliates of the General  Partner  included in
the  accompanying  balance sheet consists of the following at March 31, 1998 and
December 31, 1997:

                                                           1998           1997
                                                           ----           ----
  Acquisition fees                                   $   198,943     $   62,878
  Advances made for acquisition costs
   organizational, offering and selling expenses         356,634        294,310
  Asset management fees                                      872
  Other                                                    7,800          4,712
                                                        --------       --------
    Total accrued fees and advances                  $   564,249    $   361,900
                                                         =======        =======

                                       11

<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                 March 31, 1998


NOTE 5 - PAYABLE TO LIMITED PARTNERSHIPS
----------------------------------------

Payable to limited  partnerships at March 31, 1998 represents  amounts which are
due at various  times based on  conditions  specified  in the  respective  local
limited partnership agreements. These contributions are payable in installments,
generally due upon the local limited  partnership  achieving  certain  operating
benchmarks,  and are  generally  expected  to be paid  within  two  years of the
Partnership's initial investment.

NOTE 6 - SUBSCRIPTION AND INVESTOR NOTES RECEIVABLE
---------------------------------------------------

As of March 31, 1998,  the  Partnership  had received  subscriptions  for 15,377
units which included  subscriptions  receivable of $597,350 and promissory notes
of $492,650.  Limited  partners who  subscribe  for ten or more units of limited
partnership  interest  ($10,000) could elect to pay 50% of the purchase price in
cash upon  subscription  and the  remaining  50% by the delivery of a promissory
note bearing fixed  interest at the rate of 5.5% per annum.  Interest  rates are
established  quarterly.  Principal  and interest are due (i) January 31, 1999 if
the investor  subscribes  on or before June 30, 1998,  (ii) June 30, 1999 if the
investor  subscribes between July 1, 1998 and December 31, 1998 or (iii) January
31, 2000 if the investor  subscribes  after  December  31,  1998.  The amount of
promissory  notes  received  during  the  three  months  ended  March  31,  1998
($141,500) is presented as a reduction in partners' equity.

Subscriptions receivable presented on the accompanying balance sheet of $597,530
were received  subsequent to March 31, 1998 and accordingly have been classified
as an asset.

NOTE 7 - INCOME TAXES
---------------------

The Partnership  will not make a provision for income taxes since all income and
losses will be  allocated to the  Partners  for  inclusion  in their  respective
returns.

NOTE 8 - COMMITMENTS AND CONTINGENCIES
--------------------------------------

Subsequent to March 31, 1998, the Partnership acquired three limited partnership
interests   which  required   capital   contributions   totaling   approximately
$1,304,000.  The  Partnership is  negotiating  to acquire an additional  limited
partnership  interest which would commit the  Partnership to additional  capital
contributions of approximately $1,313,000 of which $260,194 has been advanced as
of March 31, 1998 and are  reflected  as loans  receivable  in the  accompanying
balance sheet as of March 31, 1998 (see Note 2).

                                       12

<PAGE>

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

Liquidity and Capital Resources
-------------------------------

The  Partnership  is  raising  equity  capital  from  investors  by means of its
Offering,  and is applying such capital,  including the installment  payments on
the Promissory Notes as received, to the purchase price and acquisition fees and
costs of Local  Limited  Partnership  Interests,  Reserves and  expenses.  As of
August  29,  1997 the  Partnership  had  received  cash  subscriptions  funds of
$1,400,000,  thereby satisfying the minimum offering condition.  As of March 31,
1998, the Partnership had received and accepted  subscriptions  in the amount of
$15,313,305,  net of  discounts of $63,695  (15,377  Units),  of which  $492,650
currently is represented by Promissory Notes.

As of March 31, 1998, the Partnership was indebted to WNC & Associates,  Inc. in
the amount of approximately  $564,000.  The component items of such indebtedness
were as follows:  accrued acquisition fees of approximately $199,000 advances to
pay  front-end  fees  of  approximately  $356,000,   asset  management  fees  of
approximately $1,000 and other advances of approximately $8,000.

As of March 31, 1998 and  December 31, 1997,  the  Partnership  had made capital
contributions to Local Limited  Partnerships of  approximately  $3,823,000 and $
836,600 and had commitments of  approximately  $1,867,000 and $860,700 for those
limited  partnership  interests  acquired.  Further,  the  Partnership had loans
outstanding  to  Local  Limited  Partnerships  as of  March  31,  1998 and as of
December 31, 1997, of approximately $360,200 and $878,900,  respectively. Of the
amount outstanding as of December 31, 1997, approximately $518,700 was loaned to
EL RENO and was applied to the Partnership's  purchase price upon acquisition of
this Limited Partnership Interest in January 1998.

Overall,  as reflected in its Statement of Cash Flows, the Partnership had a net
increase in cash and cash equivalents of approximately  $2,113,700 for the three
month  period  ended March 31,  1998.  This  increase in cash  consisted of cash
provided  by  operating  activities  of  approximately  $33,300,  and  financing
activities  of  approximately  $4,815,100,  offset  by cash  used  in  investing
activities, of approximately $2,734,700. Cash provided from financing activities
consisted  of capital  contributions  from  limited  partners  of  approximately
$5,411,000  less  offering  expenses  of  approximately  $595,900.  Cash used by
investing   activities   consisted  of  payments  to  limited   partnerships  of
approximately  $2,467,200 and of capitalized acquisitions costs of approximately
$267,800.  Cash provided and used by the operating activities of the Partnership
was minimal  compared to its other  activities.  Cash provided  from  operations
consisted  primarily of interest  received on cash  deposits and investor  notes
receivable,  and cash used in  operations  consisted  primarily  of payments for
operating fees and expenses.  The major  components of all these  activities are
discussed in greater detail below.

It is not  expected  that any of the  Local  Limited  Partnerships  in which the
Partnership will invest will generate cash from operations sufficient to provide
distributions  to the  Unitholders  in any  significant  amount.  Such cash from
operations,  if any,  would  first  be used to meet  operating  expenses  of the
Partnership, including the payment of the Asset Management Fee.

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


                                       13


<PAGE>
The  Partnership  will  establish  working  capital  Reserves  of at least 3% of
Capital  Contributions,  an amount  which is  anticipated  to be  sufficient  to
satisfy general working capital and administrative  expense  requirements of the
Partnership  including  payment of the Asset  Management Fee as well as expenses
attendant to the  preparation of tax returns and reports to the  Unitholders and
other  investor  servicing  obligations  of the  Partnership.  Liquidity  would,
however,  be adversely  affected by  unanticipated  or greater than  anticipated
operating costs. The Partnership's  liquidity could also be affected by defaults
or delays in  payment  of the  Promissory  Notes,  from  which a portion  of the
working  capital  Reserves is expected to be funded.  To the extend that working
capital  Reserves  are  insufficient  to satisfy  the cash  requirements  of the
Partnership,  it is anticipated  that  additional  funds would be sought through
bank loans or other institutional  financing. The Partnership may also apply any
cash  distributions  received  from  the  Local  Limited  Partnerships  for such
purposes or to replenish or increase working capital Reserves.

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

The  Partnership's  capital  needs and  resources  are expected to undergo major
changes  during  its  first  several  years of  operations  as a  result  of the
completion  of its  Offering  of  Units  and  its  acquisition  of  investments.
Thereafter,  the  Partnership's  capital  needs and resources are expected to be
relatively  stable over the holding  periods of the  investments,  except to the
extent of proceeds  received in payment of  Promissory  Notes and  disbursed  to
Partnership the Partnership's deferred obligations.

Results of Operations
---------------------

As reflected on its  Statements of  Operations,  the  Partnership  had income of
approximately  $31,600 for the three months ended March 31, 1998.  The component
items of revenue and expense are discussed below.

Revenue.  The Partnership's  revenues  consisted  entirely of interest earned on
Promissory  Notes  and  cash  deposits  held in  financial  institutions  (i) as
Reserves,  or (ii) pending  investment in Local Limited  Partnerships.  Interest
revenue in future years will be a function of prevailing  interest rates and the
amount of cash balances.  It is anticipated  that the Partnership  will maintain
cash  Reserves  in an amount  not  materially  in excess of the  minimum  amount
required by its Partnership Agreement, which is 3% of Capital Contributions.


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<PAGE>



Expenses. The most significant component of operating expenses is expected to be
the Asset  Management  Fee.  The Asset  Management  Fee is equal to 0.2% of that
portion of Invested  Assets (i.e.,  the sum of the  Partnership's  investment in
Local  Limited  Partnerships  plus  the  Partnership's  allocable  share  of the
mortgage loans on and other debts related to, the Apartment  Complexes  owned by
such Local  Limited  Partnerships)  which are  attributable  to apartment  units
receiving government assistance.

Amortization  expense consist of the  amortization  over a period of 30 years of
the Acquisition Fee and other expenses  attributable to the acquisition of Local
Limited Partnership Interests.

Because  the  amounts  of the  Asset  Management  Fee and  amortization  expense
primarily are determined by the gross proceeds from the Offering, and the number
and  size  of  Apartment  Complexes,  until  termination  of  the  Offering  and
investment of the net proceeds therefrom the Partnership cannot predict with any
accuracy what these amounts will be.


Item 3:  Quantitative and Qualitative Disclosures Above Market Risks

None.





























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<PAGE>




Part II.  Other Information

Item 2.  Changes in Securities and Use of Proceeds

As of March 31, 1998 the Partnership has received subscriptions for 15,377 units
of limited partnership  interest  ("Units"),  for an aggregate amount of capital
contributions  of  $15,313,305  net of discounts of $63,695 in an offering which
commenced on July 16, 1997. At March 31, 1998,  the above capital  contributions
consisted of cash of $14,223,134, subscriptions receivable of $597,350 and notes
receivable of $492,650. At March 31, 1998,  approximately $1,906,000 was paid or
due to WNC &  Associates,  Inc.  or WNC  Capital  Corporation,  affiliates,  for
selling  commissions,  wholesaling  activities  and in  reimbursement  of  other
organization and offering expenses.  Included therein are selling commissions of
approximately  $1,012,700 and  wholesaling and other  organization  and offering
expenses of approximately  $447,000 which were reallowed to  non-affiliates.  At
March  31,  1998,   approximately   $7,546,000  is  invested  in  Local  Limited
Partnership Interests or Reserves as follows:

                          Paid or to be
                          paid to General          Paid or to be
                          Partner or affiliate     paid to others       Total
                          --------------------     --------------       -----

Local limited
  Partnership Interests                               $5,659,000     $5,659,000
Acquisition fees                 $1,042,000                           1,042,000
Acquisition costs                                         76,000         76,000
Reserves                                                 769,000        769,000
                                -----------              -------        -------

 Total                           $1,042,000           $6,504,000     $7,546,000
                                ===========            =========      =========




Item 6.  Exhibits and Reports on Form 8-K

Exhibits
         None.

Reports on Form 8-K

         Current  report on Form 8-K dated January 15, 1998 was filed during the
quarter  ended  March 31,  1998.  The  current  report  set  fourth  information
pertaining to the  acquisition by the  Partnership of three Limited  Partnership
interests under Item 2 thereof and proforma  financial  information  required by
Article 11 of Regulation S-X were provided by the current report.











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<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 and Series 6

By:   WNC & Associates, Inc.        General Partner



By:  /s/ John B. Lester, Jr.
  -----------------------------------------------------
John B. Lester, Jr         .        President

Date: May 20, 1998



By:  /s/ Theodore M. Paul
-----------------------------------------------------
Theodore M. Paul  Vice President - Finance

Date: May 20, 1998














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