FORM 10-Q/A

                       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 June 30, 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 92614-6404
                    (Address of principal executive offices)

                                 (714) 662-5565
                               (Telephone number)

              3158 Redhill Avenue, Suite 120, Costa Mesa, CA 92626
   (Former name, former address and former fiscal year, if changed since last
                                    report)

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.:

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/A

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003


PART I. FINANCIAL INFORMATION

     Item 1. Financial Statements

       Balance Sheets
         June 30, 2003 and March 31, 2003......................................3

       Statements of Operations
         For the Three Months Ended June 30, 2003 and 2002.....................4

       Statement of Partners' Equity (Deficit)
         For the Three Months Ended June 30, 2003..............................5

       Statements of Cash Flows
         For the Three Months Ended June 30, 2003 and 2002.....................6

       Notes to Financial Statements ..........................................7

     Item 2. Management's Discussion and Analysis of Financial Condition
             and Results of Operations........................................19

     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..............20

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

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

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


                                       2
<PAGE>
<TABLE>
<S>                 <C>

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

                                 BALANCE SHEETS
                                   (Unaudited)


                                                    JUNE 30, 2003  MARCH 31, 2003
                                                    ------------    ------------
                                                     (Restated)
ASSETS

Cash                                                $     23,898    $     22,868
Funds held in escrow disbursement account                209,711         208,778
Investments in Local Limited Partnerships, net
 (Note 2)                                             14,610,412      15,089,794
Due from affiliate (Note 3)                               11,114          11,114
                                                    ------------    ------------

Total Assets                                        $ 14,855,135    $ 15,332,554
                                                    ============    ============


LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
  Payables to Local Limited Partnerships (Note 4)   $    180,471    $    180,471
  Accrued fees and expenses due to
   General Partner and affiliates (Note 3)               568,602         526,470
                                                    ------------    ------------

    Total liabilities                                    797,073         706,941
                                                    ------------    ------------


Partners' equity (deficit):
  General Partner                                       (108,033)       (102,837)
  Limited Partners (25,000 units authorized,
   25,000 units issued and outstanding)               14,214,095      14,728,450
                                                    ------------    ------------

    Total partners' equity                            14,106,062      14,625,613
                                                    ------------    ------------

Total Liabilities and Partners' Equity              $ 14,855,135    $ 15,332,554
                                                    ============    ============


                 See accompanying notes to financial statements
</TABLE>

                                       3
<PAGE>


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

                            STATEMENTS OF OPERATIONS

                FOR THE THREE MONTHS ENDED JUNE 30, 2003 AND 2002
                                   (UNAUDITED)

                                           2003       2002
                                        ---------   ---------
                                          THREE       THREE
                                          MONTHS      MONTHS
                                        ---------   ---------
                                       (RESTATED)

Reporting fees                         $   1,000    $      --
                                        ---------   ---------

Operating expenses:
  Amortization (Note 1)                   16,134       16,134
  Asset management fees (Note 3)          17,517       17,517
  Legal and accounting fees                3,989        8,275
  Impairment loss                        154,864           --
  Write off of advances to Local
     Limited Partnerships (Note 5)        16,921           --
  Other                                    3,705        4,997
                                       ---------    ---------

    Total operating expenses             213,130       46,923
                                       ---------    ---------

Loss from operations                    (212,130)     (46,923)

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

Interest income                              963            2
                                       ---------    ---------

Net loss                               $(519,551)   $(401,934)
                                       =========    =========


Net loss allocated to:
  General Partner                      $  (5,196)   $  (4,019)
                                       =========    =========

  Limited Partners                     $(514,355)   $(397,915)
                                       =========    =========


Net loss per Partnership Unit          $     (21)   $     (16)
                                       =========    =========

Outstanding weighted
  Partnership Unit                        25,000       25,000
                                       =========    =========


                 See accompanying notes to financial statements

                                       4
<PAGE>

<TABLE>
<CAPTION>
<S>     <C>


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

                              STATEMENT OF PARTNERS' EQUITY (DEFICIT)

                             FOR THE THREE MONTHS ENDED JUNE 30, 2003
                                            (UNAUDITED)



                                                  GENERAL            LIMITED
                                                  PARTNER            PARTNERS           TOTAL
                                                 ------------      ------------      ------------


Partners' equity (deficit) at March 31, 2003     $   (102,837)     $ 14,728,450      $ 14,625,613

Net loss, restated                                     (5,196)         (514,355)         (519,551)
                                                 ------------      ------------      ------------

Partners' equity (deficit) at June 30, 2003,
   restated                                      $   (108,033)     $ 14,214,095      $ 14,106,062
                                                 ============      ============      ============

                 See accompanying notes to financial statements

</TABLE>


                                       5
<PAGE>


<TABLE>
<CAPTION>
<S>     <C>

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

                                  STATEMENTS OF CASH FLOWS

                     FOR THE THREE MONTHS ENDED JUNE 30, 2003 AND 2002
                                        (UNAUDITED)



                                                                     2003         2002
                                                                  ---------      ---------
                                                                  (RESTATED)
Cash flows from operating activities:
   Net loss                                                       $(519,551)     $(401,934)
Adjustment to reconcile net loss to
   net cash provided by operating activities:
   Amortization                                                      16,134         16,134
   Equity in losses of limited partnerships                         308,384        355,013
   Impairment loss                                                  154,864             --
   Change in escrow disbursement account                               (933)            --
   Advances to Local Limited Partnership                            (16,921)       (16,000)
   Write off of advances to Local Limited Partnerships               16,921             --
   Change in accrued fees and expenses due to General Partner
    and affiliates                                                   42,132         48,989
                                                                  ---------      ---------
Net cash provided by operating activities                             1,030          2,202
                                                                  ---------      ---------

Net increase in cash                                                  1,030          2,202

Cash, beginning of period                                            22,868          1,288
                                                                  ---------      ---------
Cash, end of period                                               $  23,898      $   3,490
                                                                  =========      =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION
       Taxes paid                                                 $      --      $     800
                                                                  =========      =========

                 See accompanying notes to financial statements
</TABLE>

                                             6
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 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 three months
ended June 30, 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 a California Limited  Partnership
(the  "Partnership")  was 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  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"
or 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.



                                       7
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003
                                   (UNAUDITED)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED

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
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 Credit rules are extremely  complicated.  Noncompliance
with these rules results in the loss of future  Low-Income  Housing  Credits and
the fractional  recapture of Low-Income  Housing  Credits already taken. In most
cases the annual amount of Low-Income Housing 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 profit. Accordingly,  the Partnership may be unable to distribute
any cash to its Limited  Partners.  Low-Income  Housing  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 Credits,  a fractional  recapture of prior Low-Income
Housing  Credits,  and a loss of the  Partnership's  investment  in the  Housing
Complex would occur. The Partnership is a limited partner or 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-

                                       8
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003
                                   (UNAUDITED)


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

Income Housing Credits and recapture of Low-Income  Housing  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
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.

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 June 30, 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 June 30, 2003. As of June 30, 2003, no Housing Complexes had been
selected 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



                                       9
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003
                                   (UNAUDITED)



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

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  allocated  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 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 the periods ended June 30,
2003 and 2002 have been recorded by the Partnership.  Management's  estimate for
the three-month  period is based on either actual unaudited  results reported by
the Local Limited  Partnerships  or historical  trends in the  operations of the
Local Limited  Partnerships.  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  of  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 from the Local Limited Partnerships are accounted for as
a  reduction  of  the  investment  balance.  Distributions  received  after  the
investment has reached zero are recognized as  distribution  income.  As of June
30, 2003, no investment  accounts in Local  Limited  Partnerships  had reached a
zero balance.

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  remaining
maturities of three months or less when purchased to be cash equivalents.  As of
June 30, 2003 and March 31, 2003, 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.


                                       10
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003
                                   (UNAUDITED)



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

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

At June 30, 2003 and March 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 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.

Impairment
----------

A loss in value from a Local Limited  Partnership other than a temporary decline
is recorded as an impairment loss. Effective in the quarter ended June 30, 2003,
impairment is measured by comparing the investment carrying amount to the sum of
the total of the remaining Low Income Housing Tax Credits  allocated to the fund
and the estimated residual value to the Partnership.

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

Acquisition  fees  and  costs  are  being  amortized  over 30  years  using  the
straight-line  method.  Amortization  expense for each of the three months ended
June 30, 2003 and 2002 was $16,134.

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.

Reclassification
----------------

Certain  reclassifications  have  been  made to the June 30,  2002  balances  to
conform to the presentation for the three months ended June 30, 2003.

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
general  partners  of the  Local  Limited  Partnerships  manage  the  day-to-day
operations  of the entities.  Significant  Local  Limited  Partnership  business
decisions 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 Low Income Housing Tax Credits of the Local Limited Partnerships.



                                       11
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003
                                   (UNAUDITED)



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

A loss in value from a Local Limited  Partnership other than a temporary decline
is recorded as an impairment loss.  Effective in the quarter ended June 30, 2003
impairment is measured by comparing the investment carrying amount to the sum of
the total  amount of the  remaining  tax credits  allocated  to the fund and the
estimated  residual  value  to the  Partnership.  Accordingly,  the  Partnership
recorded an  impairment  loss of $154,864 and $0,  during the three months ended
June 30, 2003 and 2002, respectively.

The following is a summary of the equity method activity of the investments for
the periods presented below:

<TABLE>
<CAPTION>
<S>     <C>

                                                          FOR THE THREE
                                                           MONTHS ENDED      FOR THE YEAR
                                                           JUNE 30, 2003    ENDED MARCH 31,
                                                             (RESTATED)         2003
                                                           ------------      ------------

Investments per balance sheet, beginning of period         $ 15,089,794      $ 16,200,256
Equity in losses of Local Limited Partnerships                 (308,384)       (1,045,926)
Impairment loss                                                (154,864)             --
Amortization of capitalized acquisition fees and costs          (16,134)          (64,536)
                                                           ------------      ------------

Investments per balance sheet, end of period               $ 14,610,412      $ 15,089,794
                                                           ============      ============


                                                          FOR THE THREE     FOR THE YEAR
                                                           MONTHS ENDED        ENDED
                                                           JUNE 30, 2003    MARCH 31, 2003
                                                           -----------       -----------
Investments in Local Limited Partnerships, net             $13,013,819       $13,477,067
Acquisition fees and costs, net of accumulated
amortization of $339,141 and $323,007                        1,596,593         1,612,727
                                                           -----------       -----------
Investments per balance sheet, end of period               $14,610,412       $15,089,794
                                                           ===========       ===========
</TABLE>


                                       12
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003
                                   (UNAUDITED)


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

Selected unaudited financial information for the three months ended June 30,
2003 and 2002 from the combined financial statements of the Local Limited
Partnerships in which the Partnership has invested is as follows (all years have
been restated to included the combined condensed information for Mansur Wood
Living Center, L.P. and Murfreesboro Villas, L.P):

                   COMBINED CONDENSED STATEMENT OF OPERATIONS

                                                2003               2002
                                             -----------      -----------
                                             (RESTATED)       (RESTATED)

   Revenues                                  $   776,000      $   768,000
                                             -----------      -----------
   Expenses:
     Interest expense                            236,000          253,000
     Depreciation and amortization               320,000          325,000
     Operating expenses                          531,000          493,000
                                             -----------      -----------
   Total expenses                              1,087,000        1,071,000
                                             -----------      -----------

   Net loss                                  $  (311,000)     $  (303,000)
                                             ===========      ===========

   Net loss allocable to the Partnership     $  (308,000)     $  (300,000)
                                             ===========      ===========

   Net loss recorded by the Partnership      $  (308,000)     $  (355,000)
                                             ===========      ===========

Certain Local Limited  Partnerships have incurred  significant  operating losses
and  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  Partner  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 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.  As of
          June 30, 2003 and March 31, 2003, the Partnership incurred acquisition
          fees of  $1,750,000.  Accumulated  amortization  of these  capitalized
          costs were  $307,759  and  $293,174  as of June 30, 2003 and March 31,
          2003, respectively.



                                       13
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003
                                   (UNAUDITED)



NOTE 3 - RELATED PARTY TRANSACTIONS, CONTINUED
----------------------------------------------

          (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  0.75%  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 $31,382, and
               $29,833 as of June 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.  "Invested  Assets" means the
               sum of the Partnership's Investment in Local Limited 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 of $17,517 were incurred during each of the three
               months  ended June 30, 2003 and 2002.  The  Partnership  paid the
               General Partner or its affiliates $0 of those fees during each of
               the three months ended June 30, 2003 and 2002.

          (d)  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 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
               such fees were earned for the periods presented.

          (e)  The Partnership  reimburses the General Partner or its affiliates
               for  operating  expenses  incurred on behalf of the  Partnership.
               Operating  expense  reimbursements  were  approximately $0 during
               each of the three months ended June 30, 2003 and 2002.

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


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


                                                JUNE 30,     MARCH 31,
                                                  2003         2003
                                                --------     --------

   Expenses paid by the General Partners or
    affiliates on behalf of the Partnership     $403,580     $378,965
   Accrued asset management fees                 165,022      147,505
                                                --------     --------

     Total                                      $568,602     $526,470
                                                ========     ========


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 LIMITED PARTNERSHIPS

Payables to limited  partnerships  represent  amounts,  which are due at various
times  based on  conditions  specified  in the  respective  limited  partnership
agreements.  These  contributions  are payable in installments and are generally
due upon the limited  partnerships  achieving certain  development and operating
benchmarks (generally within two years of the Partnership's initial investment).
As of June 30, 2003 and March 31, 2003, $180,471 of these  contributions  remain
payable.



                                       14
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003
                                   (UNAUDITED)


NOTE 5 -ADVANCES TO LOCAL LIMITED PARTNERSHIPS

During  the  three  months  ended  June  30,  2003,  the  Partnership   advanced
approximately  $17,000 to one Local Limited Partnership in which the Partnership
is a limited  partner.  This advance was  reserved  for the full  amount.  These
advances were used to facilitate  timely escrow  payments.  As of June 30, 2003,
total advances made to Local Limited  Partnerships  were $903,771,  all of which
have been  reserved.  The  Partnership  determined the  recoverability  of these
advances to be improbable and, accordingly, a reserve had been recorded.

NOTE 6 - RESTATEMENT

As of August 28,  2003,  the  Partnership  had not  obtained  audited  financial
statements for two of its investments, Mansur Wood Living Center, L.P., ("Mansur
Wood") and Murfreesboro  Villas, L.P.,  ("Murfreesboro").  The audited financial
statements for the years ended December 31 2002 and 2001 for Mansur Wood and the
audited  financial   statements  for  the  year  ended  December  31,  2002  for
Murfreesboro  had not yet been  obtained by the  Partnership.  As a result,  the
Partnership  did not  include  the  financial  information  of  Mansur  Wood and
Murfreesboro in the combined  condensed  financial  statements  presented in the
previously  filed Form 10-Q for the  quarterly  period ended June 30, 2003.  The
Partnership's  investment in Mansur Wood totaled $4,962,000  (unaudited) at June
30,  2003.  The  Partnership's   investment  in  Murfreesboro  totaled  $403,000
(unaudited)  as of June 30, 2003. The  Partnership's  interest in the results of
operations of Mansur Wood totaled  $(107,000)  (unaudited)  for the period ended
June 30,  2003.  The  Partnership's  interest  in the results of  operations  of
Murfreesboro  totaled $(19,000)  (unaudited) for the period ended June 30, 2003.
The combined condensed financial  statements  presented herein for June 30, 2002
previously  included net losses of $(125,000)  for Mansur Wood and $(11,000) for
Murfreesboro.  Subsequent to June 30, 2002, the Partnership received the audited
financial  statement for Mansur Wood and  Murfreesboro.  The combined  condensed
financial information presented in Note 2 for 2003 and 2002 has been restated to
include the accounts of Murfreesboro.  Furthermore, the financial information of
Mansur  Wood  has  been  included  for all  periods  presented  in the  combined
condensed financial statements.

Further  effective in the quarter ended June 30, 2003  impairment is measured by
comparing  investment  carrying  amount  to the sum of the  total  amount of the
remaining tax credits allocated to the fund and the estimated residual values to
the Partnership.  Accordingly, for the three months ended June 30, 2003, as part
of the restatement, the Partnership recorded impairment loss of $154,864.

Included in the  originally  filed 10-Q for the quarter ended June 30, 2003, the
Partnership  had made advances to a Local Limited  Partnership  and reserved for
them. However,  upon further research and understanding among the parties it was
determined  that  those  amount  reflected  as  advances  were in  fact  capital
contribution payments.

The following table shows the effect of the restatement on the Balance Sheet as
previously reported:

<TABLE>
<CAPTION>
<S>     <C>
                                                                                         June 30, 2003
                                                                  ------------------------------------------------------------
                                                                     As Restated      Adjustments    As Previously Reported
                                                                  ------------------ -------------- --------------------------
     Total Assets                                                 $      14,855,135      (235,660)  (l)        $   15,090,795
     Investments in Local Limited Partnerships                           14,610,412       (20,081)  (k)            14,630,493
     Due from affiliate/other assets                                         11,114      (215,579)  (j)               226,693

     Payable to Local Limited Partnerships                                  180,471       (48,559)  (m)               229,030

     Partners' equity (deficit)
         General partner                                                   (108,033)       (1,872)  (c)              (106,161)
         Limited partners                                                14,214,095      (185,229)  (c)            14,399,324
     Total partners' equity                                              14,106,062      (187,101)  (b)            14,293,163
</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 PERIOD ENDED JUNE 30, 2003
                                   (UNAUDITED)



NOTE 6 - RESTATEMENT, CONTINUED

The following table shows the effect of the restatement on the Statement of
Operations as previously reported:
<TABLE>
<CAPTION>
<S>     <C>

                                                                                   Quarter Ending June 30, 2003
                                                                  ----------------------------------------------------------------
                                                                      As Restated         Adjustments     As Previously Reported
                                                                  --------------------- ----------------- ------------------------
     Reporting fees                                               $             1,000             1,000   (h)     $            --
     Impairment loss                                                          154,864           154,864   (g)                  --
     Write-off of advances                                                     16,921            16,921   (e)                  --
     Equity in losses of Local Limited Partnerships                           308,384             1,198   (a)             307,186
     Net loss                                                                (519,551)         (171,983)  (b)            (347,568)
     Net loss allocated to:
         General partner                                                       (5,196)           (1,720)  (c)              (3,476)
         Limited partners                                                    (514,355)         (170,263)  (c)            (344,092)

     Net loss per limited partner unit                                            (21)               (7)  (d)                 (14)

The following table shows the effect of the restatement on the Statement of
Partners' Equity (Deficit) as previously reported:

                                                                                  Quarter Ending June 30, 2003
                                                                  ------------------------------------------------------------
                                                                                                             As Previously
                                                                     As Restated         Adjustments           Reported
                                                                  ------------------- ------------------ ---------------------
     General Partner
         Partners' equity (deficit) at March 31, 2003              $       (102,837)              (152)  (f)    $    (102,685)
         Net loss                                                            (5,196)            (1,720)  (c)           (3,476)
                                                                     ---------------- ------------------        -------------
         Partners' equity (deficit) at June 30, 2003                       (108,033)            (1,872)              (106,161)


     Limited Partners
         Partners' equity (deficit) at March 31, 2003                    14,728,450            (14,966)  (f)       14,743,416
         Net loss                                                          (514,355)          (170,263)  (c)         (344,092)
                                                                     ---------------- ------------------        -------------
         Partners' equity (deficit) at June 30, 2003                     14,214,095           (185,229)            14,399,324


     Total
         Partners' equity (deficit) at March 31, 2003                    14,625,613            (15,118)  (f)        14,640,731
         Net loss                                                          (519,551)          (171,983)  (b)         (347,568)
                                                                     ---------------- ------------------        --------------
         Partners' equity (deficit) at June 30, 2003                     14,106,062           (187,101)            14,293,163
</TABLE>



                                       16
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003
                                   (UNAUDITED)



NOTE 6 RESTATEMENT, CONTINUED

The following table shows the effect of the restatement on the Statement of Cash
Flows as previously reported:

<TABLE>
<CAPTION>
<S>     <C>

                                                                                   Quarter Ending June 30, 2003
                                                                  ---------------------------------------------------------------
                                                                      As Restated         Adjustments     As Previously Reported
                                                                  --------------------- ----------------- -----------------------
     Cash flows from operating activities:
         Net loss                                                 $          (519,551)         (171,983)  (b)  $       (347,568)
         Adjustments to reconcile net loss to net cash
            (used in) provided by operating activities:
            Equity in losses of limited partnerships                          308,384             1,198   (a)          307,186
            Impairment loss                                                   154,864           154,864   (g)               --
            Change in escrow disbursement account                                (933)             (933)  (i)               --
            Write off of advances to Local Limited Partnerships                16,921            16,921   (e)               --
            Change in accrued fees and expenses due to
                       General Partner and affiliates                          42,132               933   (i)           41,199
          Cash flows from investing activities:
            Distributions from Local Limited Partnerships                          --            (1,000)  (h)            1,000
</TABLE>

     (a)  The  originally  filed Form 10-Q included  estimates for the equity in
          losses  for the  quarter  ended  June  30,  2003.  Subsequent  to that
          originally  filed  10-Q,  the  audited  financials  for all the  Local
          Limited  Partnerships  were  received  and  as  such  the  Partnership
          recorded  the  actual  audited  equity  in losses  for  Local  Limited
          Partnerships.  The audits for the Local Limited Partnerships had total
          losses of $1,198 greater than the estimate that was originally  filed;
          this  adjustment  is the  amount to true up the  losses to the  actual
          audited amounts.

     (b)  This amount  represents the total net loss adjustment which is made up
          of the  reduction  in equity in losses of Local  Limited  Partnerships
          discussed  in (a) offset by the  increase in  write-off of advances of
          Local Limited  Partnerships  discussed in (e), along with the increase
          in  impairment  loss  discussed  in (g)  and the  reclassification  of
          reporting fees discussed in (h).

(c)      These amounts represent the General Partner and Limited Partners
         allocated share of the overall net loss adjustments. The General
         Partner is allocated 1% and the Limited Partners are allocated 99%.

     (d)  The  $(7)  increase  in  net  loss  per  partnership  unit  is  due to
          $(170,263)  adjustment to the Limited Partners net loss allocation for
          the  quarter  ended  June 30,  2003  divided  by the number of Limited
          Partner units, 25,000.

     (e)  $16,921 that was originally  deemed as uncollectible  has subsequently
          been  reclassified  as a  capital  contribution  payment  to the Local
          Limited  Partnership and therefore  reducing the write off of advances
          to Local Limited Partnerships.

     (f)  The  beginning  equity  balances  that  are  restated  are  due to the
          restatement that was reflected in the Form 10-K/A which was filed with
          th U.S. Securities and Exchange Commission on May 9, 2008.

     (g)  Effective in the quarter ended June 30, 2003 impairment is measured by
          comparing investment carrying amount to the sum of the total amount of
          the  remaining  tax credits  allocated  to the fund and the  estimated
          residual values to the Partnership.  Accordingly, for the three months
          ended  June 30,  2003,  as part of the  restatement,  the  Partnership
          recorded impairment loss of $154,864.


                                       17
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003
                                   (UNAUDITED)


NOTE 6 RESTATEMENT, CONTINUED

     (h)  When the Partnership  originally  filed the June 30, 2003 Form 10-Q it
          had  received  $1,000 from one Local  Limited  Partnership  and it was
          recorded  as a  distribution  to the  Partnership.  Subsequent  to the
          original  filing it was  determined  that the  $1,000  was  actually a
          reporting fee to the Partnership.

     (i)  The change in escrow account was originally  classified as a change in
          due from  General  Partner or  affiliates  subsequent  to the original
          filing  it was  determined  to be  classified  as a change  in  escrow
          account.

     (j)  The $215,579 is a combination  of (e) and the  adjustment  made in the
          Form 10-K/A for the year ended March 31, 2003 which was filed with the
          U.S.  Securities & Exchange  Commission on May 9, 2008. The change was
          due to the write of advances made to Local Limited Partnerships in the
          originally  filed Form 10-K amounted to $48,559.  As of March 31, 2003
          there was  $198,659 in advances  made to a Local  Limited  Partnership
          which was deemed to be  collectible.  Subsequent  to the filing of the
          original  Form 10-K for the year ended March 31, 2003 the  Partnership
          determined  the  advances   needed  to  be  reserved.   As  such,  the
          Partnership has reserved against the $198,659, in the Form 10-K/A.

     (k)  The reflected  adjustment of $(20,081) is due to the  adjustment  that
          was  reflected  in the Form 10-K/A for the year ended March 31,  2003.
          The  originally  filed Form 10-K included  estimates for the equity in
          losses  for two of its Local  Limited  Partnerships,  Mansur  Wood and
          Murfreesboro.  Subsequent to that  originally  filed 10-K, the audited
          financials for those two Local Limited  Partnerships were received and
          as such the  Partnership  recorded the actual audited equity in losses
          for the two Local Limited  Partnerships.  The audits for the two Local
          Limited  Partnerships  had  total  losses  of  $134,981  less than the
          estimate that was originally  filed;  this adjustment is the amount to
          true up the losses to the actual  audited  amounts.  Combined with the
          current quarters  increase in impairment loss of $(154,864)  discussed
          in (g), the increase of $(1,198) of equity in losses in Local  Limited
          Partnerships  discussed in (a) along with the $1,000  reclassification
          of  distributions  from Local Limited  Partnerships  to reporting fees
          discussed in (h).

     (l)  The  adjustment  for total  assets is the net effect of the due to the
          change in investments in Local Limited  Partnerships  discussed in (k)
          and the adjustment in due from  affiliates/other  assets  discussed in
          (j).

     (m)  There was an  adjustment  made in the Form  10-K/A  for the year ended
          March 31,  2003  which was filed with the U.S.  Securities  & Exchange
          Commission on May 9, 2008. The change was due to the write of advances
          made to Local Limited  Partnerships in the originally  filed Form 10-K
          amounted  to  $48,559.  The  $48,559  that was  originally  deemed  as
          uncollectible   had  subsequently   been  reclassified  as  a  capital
          contribution  payment to the Local Limited  Partnership  and therefore
          reducing the payable to Local Limited Partnerships.


                                       18
<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,
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations"  and  other  discussions  elsewhere  in  this  Form  10-Q/A  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 us or
persons  acting on our behalf  are  expressly  qualified  in their  entirety  by
cautionary statements in this Form 10-Q/A and in other reports we filed with the
Securities and Exchange  Commission.  The following discussion should be read in
conjunction  with the  Consolidated  Financial  Statements and the Notes thereto
included elsewhere in this filing.

The following discussion and analysis compares the results of operations for the
fiscal  quarters ended June 30, 2003 and 2002, and should be read in conjunction
with the condensed  financial  statements and accompanying notes included within
this report.

FINANCIAL CONDITION

The  Partnership's  assets at June 30, 2003  consisted  primarily  of $24,000 in
cash,  $210,000 being held in an escrow  account,  aggregate  investments in the
fifteen Local  Limited  Partnerships  of  $14,610,000  (restated)  and $(11,000)
(restated) in other assets.  Liabilities at June 30, 2003 primarily consisted of
$180,000  (restated)  payables to Local  Limited  Partnerships,  and $569,000 of
accrued annual asset management fees and  reimbursement for expenses paid by the
General Partner and/or its affiliates.

RESULTS OF OPERATIONS

THREE MONTHS  ENDED JUNE 30, 2003  COMPARED TO THREE MONTHS ENDED JUNE 30, 2002.
The  Partnership's  net loss  for the  three  months  ended  June  30,  2003 was
$(520,000),  (restated) reflecting an increase of $(118,000) (restated) from the
$(402,000)  net loss for the three months  ended June 30,  2002.  The change was
primarily  due to a  $(155,000)  (restated)  increase in  impairment  loss.  The
Partnership changed the way it evaluated impairment during the period ended June
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  Partnership  advanced  funds to a Local
Limited  Partnership  which were  deemed to be  uncollectible  and  subsequently
reserved  (restated).  The accounting and legal expense  decreased by $4,000 for
the three months ended June 30, 2003 compared to the three months ended June 30,
2002, due to a timing issue of the accounting  work being  performed.  The other
operating expenses decreased by $1,000. The increase in loss from operations was
offset by a  decrease  in equity in  losses  of Local  Limited  Partnerships  of
$47,000 from  $(355,000)  for the three months ended June 30, 2002 to $(308,000)
(restated)  for the three months ended June 30, 2003. The effects of the various
restatements  on the statement of operations  resulted in an increase in the net
loss per partnership unit to $(21), restated.


                                       19
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS, CONTINUED

CAPITAL RESOURCES AND LIQUIDITY

THREE MONTHS  ENDED JUNE 30, 2003  COMPARED TO THREE MONTHS ENDED JUNE 30, 2002.
Net cash  increased by $1,000  during the three months ended June 30, 2003.  Net
cash increased by $2,000 during the three months ended June 30, 2002  reflecting
a period to period change of $(1,000). The overall decrease in net cash provided
is  primarily  due  primarily to a $(1,000)  reduction  in net cash  provided by
operating  activities for the restated three months ended June 30, 2003 compared
with the three months ended June 30, 2002.

During the three months ended June 30, 2003 accrued fees and expenses  increased
by  $42,000,  and  consist  primarily  of  accrued  asset  management  fees  and
reimbursement for expenses paid by the General Partner.

The Partnership  expects its future cash flows,  together with its net available
assets as of June 30,  2003,  to be  insufficient  working  capital  to fund its
operations.  Associates has agreed to provide advances sufficient enough to fund
the operations and working capital requirements of the Partnership through April
30, 2009.

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

          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 quarter ended June 30, 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

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         NONE


                                       20
<PAGE>

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)






<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.,
Chairman and Chief Executive Officer of WNC & Associates, Inc.

Date:  May 16, 2008




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

Date: May 16, 2008