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, 2001

                                       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.)


                         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 30,2001







PART I. FINANCIAL INFORMATION

   Item 1. Financial Statements

         Balance Sheets
           June 30, 2001 and  March 31, 2001                                 3

         Statements of Operations
           For the Three months Ended June 30, 2001 and 2000                 4

         Statement of Partners' Equity (Deficit)
           For the Three months Ended June 30, 2001                          5

         Statements of Cash Flows
           For the Three months Ended June 30, 2001 and 2000                 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      15


PART II. OTHER INFORMATION

   Item 1.  Legal Proceedings                                               15

   Item 6.  Exhibits and Reports on Form 8-K                                15

         Signatures                                                         16


                                       2
<PAGE>


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

                                 BALANCE SHEETS


<TABLE>
<CAPTION>


                                                                 June 30, 2001                 March 31, 2001
                                                            ------------------------       ----------------------
                                                                  (unaudited)
ASSETS

<S>                                                       <C>                            <C>
Cash and cash equivalents                                 $                    494       $               90,481
Funds held in escrow disbursement account                                  259,700                      256,649
Investments in limited
 Partnerships, net (Note 2)                                             17,204,842                   17,555,917
Other assets                                                                18,822                       18,822
                                                            ------------------------       ----------------------

                                                          $             17,483,858       $           17,921,869
                                                            ========================       ======================


LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
  Payables to limited partnerships (Note 4)               $                229,030       $              229,030
  Accrued fees and expenses due to
   General Partner and affiliates (Note 3)                                  84,466                       66,298
                                                            ------------------------       ----------------------

    Total liabilities                                                      313,496                      295,328
                                                            ------------------------       ----------------------

Commitments and contingencies

Partners' equity (deficit):
  General Partner                                                          (77,389)                     (72,827)
  Limited Partners (25,000 units authorized,
   25,000 units issued and outstanding)                                 17,247,751                   17,699,368
                                                            ------------------------       ----------------------

    Total partners' equity                                              17,170,362                   17,626,541
                                                            ------------------------       ----------------------

                                                          $             17,483,858       $           17,921,869
                                                            ========================       ======================

</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, 2001 and 2000
                                   (unaudited)
<TABLE>
<CAPTION>

                                                            2001                                2000
                                                            Three                               Three
                                                           Months                              Months
                                                  --------------------------          --------------------------

<S>                                             <C>                                 <C>
   Interest income                              $                      608          $                    4,074
                                                  --------------------------          --------------------------

   Operating expenses:
     Amortization (Note 2)                                          16,134                              16,134
     Asset management fees (Note 3)                                 17,517                              17,258
     Other                                                          13,695                              11,238
                                                  --------------------------          --------------------------

       Total operating expenses                                     47,346                              44,630
                                                  --------------------------          --------------------------

   Loss from operations                                            (46,738)                            (40,556)

   Equity in losses of
    limited partnerships (Note 2)                                 (409,441)                           (350,220)
                                                  --------------------------          --------------------------

   Net loss                                     $                 (456,179)         $                 (390,776)
                                                  ==========================          ==========================

   Net loss allocated to:
     General Partner                            $                   (4,562)         $                   (3,908)
                                                  ==========================          ==========================

     Limited Partners                           $                 (451,617)         $                 (386,868)
                                                  ==========================          ==========================

   Net loss per weighted limited
     partner unit                               $                      (18)         $                      (16)
                                                  ==========================          ==========================

   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, 2001
                                   (unaudited)

<TABLE>
<CAPTION>


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


<S>                                                <C>                  <C>                  <C>
Partners' equity (deficit) at  March 31, 2001      $         (72,827)   $      17,699,368    $       17,626,541

Net loss for the three months ended
  June 30, 2001                                               (4,562)            (451,617)             (456,179)
                                                     -----------------    -----------------    ------------------

Partners' equity (deficit) at June 30, 2001        $         (77,389)   $      17,247,751    $       17,170,362
                                                     =================    =================    ==================
</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, 2001 and 2000
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                                  2001                  2000
                                                                           -------------------    ------------------
Cash flows from operating activities:
<S>                                                                      <C>                    <C>
   Net loss                                                              $          (456,179)   $         (390,776)
Adjustment to reconcile net loss to net cash used in operating
 activities:
   Amortization                                                                       16,134                16,134
   Equity in losses of limited partnerships                                          409,441               350,220
   Change in other assets                                                            (33,000)                     -
   Change in accrued fees and expenses due to General Partner
    and affiliates                                                                    48,117               (66,936)
                                                                           -------------------    ------------------
Net cash used in operating activities                                                (15,487)              (91,358)
                                                                           -------------------    ------------------

Cash flows from investing activities:
   Investments in limited partnerships                                               (84,500)                     -
   Distributions from limited partnerships                                            10,000                13,000
                                                                           -------------------    ------------------
Net cash provided by (used in) investing activities                                  (74,500)               13,000
                                                                           -------------------    ------------------


Net decrease in cash and cash equivalents                                            (89,987)              (78,358)

Cash and cash equivalents, beginning of period                                        90,481               574,137
                                                                           -------------------    ------------------
Cash and cash equivalents, end of period                                 $               494    $          495,779
                                                                           ===================    ==================

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

</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
                              For the Quarter Ended
                                  June 30, 2001
                                   (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, 2001 are not  necessarily  indicative of the results
that may be  expected  for the fiscal year ending  March 31,  2002.  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,
2001.

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 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  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 3) 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
                              For the Quarter Ended
                                  June 30, 2001
                                   (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 2).

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 and $3,357,441 as of June 30, 2000 and March 31, 2000, respectively.


                                       8
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                              For the Quarter Ended
                                  June 30, 2001
                                   (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, 2001 and March 31, 2001, the Partnership had cash equivalents of $0 and
$90,481,  respectively. Of these amounts, $0 and $75,000 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, 2001 and March 31, 2001, 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.


                                       9
<PAGE>
                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                              For the Quarter Ended
                                  June 30, 2001
                                   (unaudited)


NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS

As of June 30, 2001 and March 31, 2001,  the  Partnership  has acquired  limited
partnership interests in 15 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 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.

The following is a summary of the equity method  activity of the  investments in
limited partnerships as of:

<TABLE>
<CAPTION>
                                                                   For the                    For the
                                                              Three Months Ended             Year Ended
                                                                June 30, 2001              March 31, 2001
                                                            -----------------------    -----------------------


<S>                                                       <C>                        <C>
Investments  in  limited  partnerships,
  beginning  of period                                    $            17,555,917    $            19,293,654
Capital contributions  paid                                                84,500                    130,681
Capitalized acquisition fees and costs                                          -                          -
Equity in losses of limited partnerships                                 (409,441)                (1,803,882)
Distributions received from limited partnerships                          (10,000)                          -
Amortization of capitalized acquisition fees and costs                    (16,134)                   (64,536)
                                                            -----------------------    -----------------------

Investments in limited partnerships, end of period        $            17,204,842    $            17,555,917
                                                            =======================    =======================
</TABLE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                              For the Quarter Ended
                                  June 30, 2001
                                   (unaudited)


NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued

Selected financial information for the three months ended June 30, 2001 and 2000
from the combined condensed financial statements of the Local Limited
Partnerships in which the Partnership has invested is as follows:
<TABLE>
<CAPTION>

                                                                    2001                  2000
                                                             -------------------    ------------------

<S>                                                       <C>                     <C>
Revenues                                                  $            554,000    $          497,000
                                                             -------------------    ------------------

Expenses:
  Operating expenses                                                   464,000               456,000
  Interest expense                                                     196,000               215,000
  Depreciation and amortization                                        305,000               180,000
                                                             -------------------    ------------------

Total expenses                                                         965,000               851,000
                                                             -------------------    ------------------

Net loss                                                  $           (411,000)   $         (354,000)
                                                             ===================    ==================

Net loss allocable to the Partnership                     $           (409,000)   $         (350,000)
                                                             ===================   ==================

Net loss recorded by the Partnership                      $           (409,000)   $         (350,000)
                                                             ===================    ==================
</TABLE>

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

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 $17,517 and $17,258 were incurred for the
     three months ended June 30, 2001 and 2000,  respectively,  of which $16,795
     and $0 was paid  during  the three  months  ended  June 30,  2001 and 2000,
     respectively.

(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.

                                       11
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                              For the Quarter Ended
                                  June 30, 2001
                                   (unaudited)


NOTE 3 - RELATED PARTY TRANSACTIONS, continued

Accrued fees and expenses due to the General  Partner and affiliates  consist of
the following:
<TABLE>
<CAPTION>

                                                                  June 30, 2001               March 31, 2001
                                                              -----------------------       -------------------

<S>                                                        <C>                           <C>
       Advances from WNC                                   $                  22,800     $               9,134
       Asset management fee payable                                           24,886                    24,164
       Other                                                                  36,780                    33,000
                                                              -----------------------       -------------------

         Total                                             $                  84,466     $              66,298
                                                              =======================       ===================
</TABLE>

The  Partnership   currently  has  insufficient  working  capital  to  fund  its
operations.  WNC has agreed to continue providing advances  sufficient enough to
fund the operations and working capital  requirements of the Partnership through
at least June 30, 2002.

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).

NOTE 5 - 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

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 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 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, 2001 and 2000, 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, 2001 consisted  primarily of $494 in cash
and cash equivalents,  $260,000 in restricted cash, aggregate investments in the
fifteen Local Limited  Partnerships  of $17,204,842 and $19,000 in other assets.
Liabilities  at June 30,  2001  primarily  consisted  of  $229,000  due to Local
Limited  Partnerships,  $25,000  in annual  asset  management  fees,  $23,000 in
advances  and other  payables  due to the  General  Partner or  affiliates,  and
$37,000 in other liability.

Results of Operations

Three Months  Ended June 30, 2001  Compared to Three Months Ended June 30, 2000.
The  Partnership's  net loss  for the  three  months  ended  June  30,  2001 was
$(456,000),  reflecting an increase of $(65,000)  from the  $(391,000)  net loss
experienced  for the three months  ended June 30, 2000.  The change is due to an
increase  in equity in losses of Local  Limited  Partnerships  of  $59,000  from
$(350,000)  to  $(409,000)  for the three  months  ended June 30, 2000 and 2001,
respectively,  a $3,000  decrease in interest income from $4,000 to $600 for the
three  months  ended June 30,  2000 and 2000,  respectively,  and an increase in
other operating  expenses of $3,000 from $11,000 to $14,000 for the three months
ended June 30, 2000 and 2001, respectively.

Cash Flows

Three months  Ended June 30, 2001  Compared to Three months Ended June 30, 2000.
Net cash used increased by $(12,000) to $(90,000)  during the three months ended
June 30, 2001 from  $(78,000)  for the three  months  ended June 30,  2000.  The
increase in net cash used is due primarily to $85,000  investment to Mansur Wood
in June 2001.  In addition,  there was a $3,000  decrease in  distribution  from
limited  partnership  to $10,000 for the three  months  ended June 30, 2001 from
$13,000 for the three months ended June 30, 2000. The increases in net cash used
were offset by $(76,000) decrease in net cash used by operating  activities,  to
$(15,000) for the three months ended June 30, 2001 from  $(91,000) for the three
months ended June 30, 2000.

                                       13
<PAGE>


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

During the three months ended June 30, 2001 accrued fees and expenses  increased
by $18,000 and consist  primarily of related party  management fees and advances
due to the General  Partner.  The General  Partner does not anticipate  that the
accrued fees and advances  will be paid until such time as capital  reserves are
in excess of foreseeable working capital requirements of the partnership.

The Partnership  currently has insufficient  working capital to fund operations.
WNC has agreed to  continue  providing  advances  sufficient  enough to fund the
operations and working capital  requirements of the partnership through at least
January 30, 2002.

                                       14
<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.

                                       15
<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 - Chief Operating Officer
WNC & Associates, Inc.

Date: August 16, 2001





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

Date: August 16, 2001


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