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 June 30, 2000

                                       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: 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.)


                         3158 Redhill Avenue, Suite 120

                              Costa Mesa, CA 92626

                                 (714) 662-5565


         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__


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

                               INDEX TO FORM 10-Q

                       For the Quarter Ended June 30, 2000



PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements
         Balance Sheets
           June 30, 2000 and March 31, 2000                               3

         Statements of Operations
           For the Three Months Ended June 30, 2000 and 1999              4

         Statement of Partners' Equity (Deficit)
           For the Three Months Ended June 30, 2000                       5

         Statements of Cash Flows
         For the Three Months Ended June 30, 2000 and 1999                6

         Notes to Financial Statements                                    7

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

Item 3.  Quantitative and Qualitative Disclosures About Market Risks     14


PART II. OTHER INFORMATION
Item 1.  Legal Proceedings                                               14

Item 6.  Exhibits and Reports on Form 8-K                                14

         Signatures                                                      15


                                       2
<PAGE>
                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                 June 30, 2000                 March 31, 2000
                                                            ------------------------       ---------------------
                                                                  (Unaudited)
ASSETS
<S>                                                       <C>                            <C>
Cash and cash equivalents                                 $                495,779       $             574,137
Funds held in escrow disbursement account                                  243,595                     243,595
Marketable securities                                                       50,073                      50,073
Investments in limited
 partnerships (Note 3)                                                  18,914,300                  19,293,654
Other assets                                                                23,798                      23,798
                                                            ------------------------       ---------------------

                                                          $             19,727,545       $          20,185,257
                                                            ========================       =====================
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
 Due to limited partnerships (Note 5)                     $                272,207       $             272,207
 Accrued fees and expenses due to
  General Partner and affiliates (Note 4)                                   56,782                     123,718
                                                            ------------------------       ---------------------

    Total Liabilities                                                      328,989                     395,925
                                                            ------------------------       ---------------------

Commitments and contingencies

Partners' equity (deficit)
 General Partner                                                           (55,107)                    (51,199)
 Limited partners (25,000 units authorized,
  25,000 units issued and outstanding)                                  19,453,663                  19,840,531
                                                            ------------------------       ---------------------

    Total partners' equity                                              19,398,556                  19,789,332
                                                            ------------------------       ---------------------

                                                          $             19,727,545       $          20,185,257
                                                            ========================       =====================
</TABLE>

                 See accompanying notes to financial statements
                                       3

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

                            STATEMENTS OF OPERATIONS

                For the Three Months Ended June 30, 2000 and 1999
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                              2000                     1999
                                                     ----------------------     ---------------------
<S>                                                <C>                       <C>
Interest income                                    $               4,074     $              47,112
                                                     ----------------------     ---------------------

Operating expenses:
 Amortization (Note 3)                                            16,134                    16,087
 Asset management fees (Note 4)                                   17,258                    16,795
 Other                                                            11,238                    24,169
                                                     ----------------------     ---------------------

   Total operating expenses                                       44,630                    57,051
                                                     ----------------------     ---------------------

Loss from operations                                             (40,556)                   (9,939)

Realized loss marketable securities                                     -                 (109,026)
Equity in losses of
 Limited partnerships (Note 3)                                  (350,220)                 (159,302)
                                                     ----------------------     ---------------------

Net loss                                           $            (390,776)     $           (278,267)
                                                     ======================     =====================

Net loss allocated to:
 General Partner                                   $              (3,908)     $             (2,783)
                                                     ======================     =====================

 Limited Partners                                  $            (386,868)     $           (275,484)
                                                     ======================     =====================

Net loss per limited partner unit                  $              (15.47)     $             (11.02)
                                                     ======================     =====================

Outstanding weighted limited partner units                        25,000                    25,000
                                                     ======================     =====================
</TABLE>

                 See accompanying notes to financial statements
                                       4
<PAGE>
                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                     STATEMENT OF PARTNERS' EQUITY (DEFICIT)

                    For the Three Months Ended June 30, 2000
                                   (Unaudited)

<TABLE>
<CAPTION>


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


<S>                                             <C>                 <C>                <C>
Partners' equity (deficit) at March 31, 2000    $       (51,199)    $   19,840,531     $    19,789,332

Net loss                                                 (3,908)          (386,868)           (390,776)
                                                  ---------------     ---------------    ----------------

Partners' equity (deficit) at June 30, 2000     $       (55,107)    $   19,453,663     $    19,398,556
                                                  ===============     ===============    ================

</TABLE>


                 See accompanying notes to financial statements
                                       5

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

                            STATEMENTS OF CASH FLOWS

                For the Three Months Ended June 30, 2000 and 1999
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                              2000                     1999
                                                                        ------------------      --------------------
<S>                                                                  <C>                     <C>
Cash flows from operating activities:
 Net loss                                                            $         (390,776)     $           (278,267)
 Adjustments to reconcile net loss to
  net cash used in operating activities:
  Amortization                                                                   16,134                    16,087
  Equity in losses (income) of limited partnerships                             350,220                   159,302
  Change in asset management fees payable                                        17,258                    16,795
  Change in other assets                                                              -                    20,000
  Change in accrued fees and expenses due to General Partner
   and affiliates                                                               (84,194)                   13,941
                                                                        ------------------      --------------------

Net cash used in operating activities                                           (91,358)                  (52,142)
                                                                        ------------------      --------------------

Cash flows from investing activities:
 Investment in limited partnerships (Note 3)                                          -                  (472,905)
 Distributions from limited partnerships                                         13,000                         -
 Capitalized acquisition costs and fees                                               -                   (15,736)
                                                                        ------------------      --------------------

Net cash provided by (used in) investing activities                              13,000                  (488,641)
                                                                        ------------------      --------------------

Cash flows from financing activities:
 Offering expenses                                                                    -                    (1,743)
                                                                        ------------------      --------------------

Net cash used in financing activities                                                 -                    (1,743)
                                                                        ------------------      --------------------

Net decrease in cash and cash equivalents                                       (78,358)                 (542,526)

Cash and cash equivalents, beginning of period                                  574,137                 3,103,129
                                                                        ------------------      --------------------

Cash and cash equivalents, end of period                              $         495,779      $          2,560,603
                                                                        ==================      ====================

</TABLE>
                 See accompanying notes to financial statements
                                       6

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

                          NOTES TO FINANCIAL STATEMENTS

                                  June 30, 2000
                                   (Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

The accompanying  condensed unaudited financial statements have been prepared in
accordance with generally accepted  accounting  principles 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 generally accepted
accounting  principles  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, 2000 are not  necessarily  indicative of the results
that may be  expected  for the fiscal year ending  March 31,  2001.  For further
information, refer to the financial statements and footnotes thereto included in
the Partnership's annual report on Form 10-K for the fiscal year ended March 31,
2000.

Organization

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

The general partner is WNC & Associates, Inc. ("WNC") (the "General Partner"), a
California  limited  partnership.  Wilfred N.  Cooper,  Sr.,  through the Cooper
Revocable Trust,  owns 66.8% of the outstanding stock of WNC. John B. Lester was
the original  limited partner of the  Partnership  and owns,  through the Lester
Family Trust,  28.6% of the outstanding  stock of WNC.  Wilfred N. Cooper,  Jr.,
President of WNC owns 2.1% of the outstanding stock of WNC.

The  partnership  agreement  authorized the sale of up to 25,000 units at $1,000
per Unit  ("Units").  The  offering of Units  concluded on July 9, 1998 at which
time 25,000 Units representing  subscriptions in the amount of $24,918,175,  net
of discount of $54,595 for volume  purchases  and $27,230 for dealer  discounts,
had been accepted.  The General  Partner has a 1% interest in operating  profits
and losses,  taxable income and losses,  in cash available for distribution from
the  Partnership  and tax credits.  The limited  partners  will be allocated the
remaining 99% interest in proportion to their respective investments.

After the limited  partners  have received  proceeds from a sale or  refinancing
equal to their capital  contributions and their return on investment (as defined
in the  Partnership  Agreement)  and the General  Partner has received  proceeds
equal  to its  capital  contribution  and a  subordinated  disposition  fee  (as
described in Note 4) 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.

                                       7

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                  June 30, 2000
                                   (Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Risks and Uncertainties

The Partnership's  investments in Local Limited  Partnerships are subject to the
risks incident to the management and ownership of low-income  housing and to the
management and ownership of multi-unit  residential  real estate.  Some of these
risks  are that the low  income  housing  credit  could be  recaptured  and that
neither the  Partnership's  investments  nor the Housing  Complexes owned by the
Local Limited Partnerships will be 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 Local Limited Partnership Interests;  limitations on
removal of Local General Partners; limitations on subsidy programs; and possible
changes in applicable regulations.  The Housing Complexes are or will be subject
to  mortgage  indebtedness.  If a Local  Limited  Partnership  does not make its
mortgage payments, the lender could foreclose resulting in a loss of the Housing
Complex  and  low-income  housing  credits.  As a limited  partner  of the Local
Limited Partnerships, the Partnership will have very limited rights with respect
to management of the Local  Limited  Partnerships,  and will rely totally on the
Local General  Partners of the Local Limited  Partnerships for management of the
Local Limited Partnerships.  The value of the Partnership's  investments will be
subject  to  changes  in  national  and  local  economic  conditions,  including
unemployment  conditions,  which could adversely  impact vacancy levels,  rental
payment  defaults and operating  expenses.  This, in turn,  could  substantially
increase  the  risk of  operating  losses  for  the  Housing  Complexes  and the
Partnership.  In addition,  each Local Limited  Partnership  is subject to risks
relating  to  environmental  hazards  and  natural  disasters,  which  might  be
uninsurable. Because the Partnership's operations will depend on these and other
factors  beyond  the  control  of the  General  Partner  and the  Local  General
Partners,  there can be no assurance  that the  anticipated  low income  housing
credits will be available to Limited Partners.

In addition,  Limited  Partners are subject to risks in that the rules governing
the low income  housing  credit are  complicated,  and the use of credits can be
limited.  The only  material  benefit from an investment in Units may be the low
income housing credits. There are limits on the transferability of Units, and it
is unlikely that a market for Units will develop.  All management decisions will
be made by the General Partner.

Method of Accounting for Investments 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 the Local Limited  Partnership's  results of operations
and for any distributions received. The accounting policies of the Local Limited
Partnership's  are consistent with those of the  Partnership.  Costs incurred by
the  Partnership  in acquiring the  investments  are  capitalized as part of the
investment account and are being amortized over 30 years (see Note 3).

Offering Expenses

Offering  expenses consist of underwriting  commissions,  legal fees,  printing,
filing and recordation fees, and other costs incurred in connection with selling
limited  partnership  interests  in the  Partnership.  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 limited  partners'  capital  and  amounted to
$3,357,441 as of June 30, 2000 and March 31, 2000.

                                       8

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                  June 30, 2000
                                   (Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles 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, 200 and March 31,2000, the Partnership had cash equivalents of $397,897
and $393,648,  respectively.  Of these amounts, $375,000 consisted of tax exempt
instruments   collateralized   by  tax  exempt   municipal  bonds  from  various
municipalities  throughout the United  States.  These  instruments  generate tax
exempt yields and generally have 35 days or less maturities.

Concentration of Credit Risk

At June 30, 2000 and March 31, 2000, the Partnership maintained cash balances at
certain financial institutions in excess of the federally insured maximum.

Net Loss Per Weighted Limited Partner Unit

Net loss per weighted  limited partner unit is calculated  pursuant to Statement
of Financial Accounting Standards No. 128, Earnings Per Share. Net loss per unit
includes no dilution  and is computed  by  dividing  loss  available  to limited
partners by the weighted average number of units outstanding  during the period.
Calculation of diluted net loss per unit is not required.

Reporting Comprehensive Income

In June 1997,  the FASB  issued  Statement  of  Financial  Accounting  Standards
("SFAS") No. 130, Reporting  Comprehensive  Income.  This statement  establishes
standards for reporting the components of comprehensive income and requires that
all items that are  required to be  recognized  under  accounting  standards  as
components of comprehensive  income be included in a financial statement that is
displayed with the same prominence as other financial statements.  Comprehensive
income  includes net income as well as certain items that are reported  directly
within a separate  component  of  partners'  equity and bypass net  income.  The
Partnership  adopted the  provisions of this  statement in 1998. For the periods
presented,  the Partnership has no elements of other  comprehensive  income,  as
defined by SFAS No. 130.

Reclassifications

Certain  reclassifications  have been made to the prior period to be  consistent
with the 2000 presentation.

                                       9

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                  June 30, 2000
                                   (Unaudited)

NOTE 2 - MARKETABLE SECURITIES

Marketable  securities  are  categorized  as  available-for-sale  securities and
summarized as follows:

                                Gross Unrealized

As of June 30, 2000 and
  March 31, 2000           Cost        Gain        Loss            Fair Value
  --------------           ----        ----        ----            ----------

Debt securities          $50,073       $0          $0              $50,073
                         ========      ===         ===             ========

Debt securities are those issued by a state agency which mature on July 1, 2000.

NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS

As of June 30, 2000 and March 31, 2000,  the  Partnership  has acquired  limited
partnership interests in 14 Local Limited  Partnerships,  each of which owns one
Housing  Complex  consisting of an aggregate of 614 apartment  units. As of June
30,  2000 and March  31,  2000,  construction  or  rehabilitation  of one of the
Housing Complexes was still in process.  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 tax  credits of the Local
Limited Partnerships.

Equity  in  losses  of the  Local  Limited  Partnerships  is  recognized  in the
financial  statements until the related  investment account is reduced to a zero
balance. Losses incurred after the investment account is reduced to zero are not
recognized. If the Local Limited Partnerships report 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.

Distributions  received by limited  partners are accounted for as a reduction of
the investment balance.  Distributions received after the investment has reached
zero are  recognized as income.  As of June 30, 2000, no investment  accounts in
Local Limited Partnerships had reached a zero balance.

The following is a summary of the equity method  activity of the  investments in
limited partnerships as of:
<TABLE>
<CAPTION>
                                                             June 30, 2000        March 31, 2000
                                                            -----------------     ----------------
<S>                                                       <C>                   <C>
Investments per balance sheet, beginning of period        $       19,293,654    $      19,968,445
Capital contributions paid                                                 -              511,290
Capitalized acquisition fees and costs                                     -               18,103
Equity in losses of limited partnerships                            (350,220)          (1,139,225)
Distributions paid                                                   (13,000)                (500)
Amortization of paid acquisition fees and costs                      (16,134)             (64,459)
                                                            -----------------     ----------------

Investments in limited partnerships, end of period        $       18,914,300    $      19,293,654
                                                            =================     ================

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                  June 30, 2000
                                   (Unaudited)

NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued

Selected  financial  information  for the three  months  ended  June 30 from the
combined  financial  statements of the Local Limited  Partnerships  in which the
Partnership has invested is as follows:
<TABLE>
<CAPTION>
                                                                   2000                 1999
                                                              ---------------      ---------------

<S>                                                        <C>                  <C>
Revenues                                                   $        497,000     $        382,000
                                                              ---------------      ---------------

Expenses:
 Operating expenses                                                 456,000              241,000
 Interest expense                                                   215,000              139,000
 Depreciation and amortization                                      180,000              163,000

                                                              ---------------      ---------------

Total expenses                                                      851,000              543,000
                                                              ---------------      ---------------

Net loss                                                   $       (354,000)    $       (161,000)
                                                              ===============      ===============

Net loss allocable to the Partnership                      $       (350,000)    $       (159,000)
                                                              ===============      ===============

Net loss recorded by the Partnership                       $       (350,000)    $       (159,000)
                                                              ===============      ===============

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 4- RELATED PARTY TRANSACTIONS

The Partnership has no officers,  employees,  or directors.  However,  under the
terms of the  Partnership  Agreement the Partnership is obligated to the General
Partner or its affiliates for the following fees:

(a)  An annual asset  management  fee not to exceed 0.2% of the invested  assets
     (defined as the Partnership's  capital  contributions  plus reserves of the
     Partnership of up to 5% of gross proceeds plus its allocable  percentage of
     the mortgage debt  encumbering the housing  complexes) of the Local Limited
     Partnerships.  Management fees of $17,258 and $16,795 were incurred for the
     three  months  ended June 30, 2000 and 1999,  none of which was paid during
     each of the three months ended June 30, 2000 and June 30, 1999.

(b)  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.


</TABLE>
                                       11
<PAGE>
                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                  June 30, 2000
                                   (Unaudited)

NOTE 4 - RELATED PARTY TRANSACTIONS, continued


Accrued fees and expenses due to the General  Partner and affiliates  consist of
the following:

                                           June 30, 2000        March 31, 2000
                                           ---------------    ------------------

   Advances from WNC                       $            -     $          95,171
   Asset management fee payable                    38,733                21,475
   Accrued expenses                                10,977                     -
   Other                                            7,072                 7,072
                                           ---------------    ------------------

     Total                                 $        56,782    $          123,718
                                           ===============    ==================

NOTE 5 - 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).

NOTE 6 - INCOME TAXES

No provision for income taxes has been  recorded in the financial  statements as
any  liability  for  income  taxes  is the  obligation  of the  partners  of the
Partnership.


                                       12


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

This  Quarterly  Report  contains  forward-looking   statements  concerning  the
Partnership's anticipated future revenues and earnings,  adequacy of future cash
flow and related matters. These forward-looking  statements include, but are not
limited to, statements containing the words "expect",  "believe", "will", "may",
"should", "project", "estimate", and like expressions, and the negative thereof.
These statements are subject to risks and uncertainties  that could cause actual
results to differ materially from the statements, including competition, as well
as those  risks  described  in the  Partnership's  SEC  reports,  including  the
Partnership's  Form 10-K filed  pursuant to the  Securities  and Exchange Act of
1934 on December 6, 2000.

The following discussion and analysis compares the results of operations for the
fiscal  quarters ended June 30, 2000 and 1999, 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, 2000  consisted  primarily of $496,000 in
cash, $244,000 in restricted cash, $50,000 in marketable  securities,  aggregate
investments  in the fourteen  Local  Limited  Partnerships  of  $18,914,000  and
$24,000 in other assets.  Liabilities  at June 30, 2000  primarily  consisted of
$272,000 due to limited  partnerships,  $39,000 in annual asset  management fees
and  $18,000  in  advances  and other  payables  due to the  General  Partner or
affiliates.

Results of Operations

Three Months  Ended June 30, 2000  Compared to Three Months Ended June 30, 1999.
The  Partnership's  net loss  for the  three  months  ended  June  30,  2000 was
$(391,000),  reflecting  an increase  of $113,000  from the net loss of $278,000
experienced  for the three months  ended June 30, 1999.  The change is due to an
increase in equity in losses of Local Limited  Partnerships of $191,000 as Local
Limited Partnerships have completed  construction and initiated operations and a
decrease in interest  income of $43,000,  offset by a decrease in realized  loss
marketable securities expenses of $109,000 consisting primarily of an unrealized
loss in tax-exempt bonds in 1999. The loss was realized in October 1999 when the
bonds were sold and no such loss is expected to reoccur.

Cash Flows

Three Months  Ended June 30, 2000  Compared to Three Months Ended June 30, 1999.
Net decrease in cash during the three months ended June 30, 2000 was  $(78,000),
compared to a net  decrease in cash for the three  months ended June 30, 1999 of
$(543,000).  The  $465,000  change was due  primarily  to a decrease  in capital
contributions  paid to Local  Limited  Partnerships  of $473,000,  a decrease in
acquisition  fees and costs paid of $16,000,  and an  increase in  distributions
received of $13,000.

The Partnership  expects its future cash flows,  together with its net available
assets at June 30, 2000,  to be  sufficient  to meet all  currently  foreseeable
future cash requirements.


                                       13

<PAGE>

Item 3.   Quantitative and Qualitative Disclosures About Market Risks

          None.

Part II.  Other Information

Item 1.   Legal Proceedings

          None.

Item 6.   Exhibits and Reports on Form 8-K

          None.









                                       14
<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/Wilfred N. Cooper, Jr.
Wilfred N. Cooper, Jr., President
WNC & Associates, Inc.

Date: February 15, 2001





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

Date: February 15, 2001











                                       15