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, 1999

                                       OR

      o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

             For the transition period from ________ to ___________

                        Commission file number: 333-24111


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

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, 1999


PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements
  Balance Sheets
    June 30, 1999 and March 31, 1999                                     3

  Statements of Operations
    For the Three Months ended June 30, 1999 and 1998                    4

  Statements of Partners' Equity (Deficit)
    For the Three Months ended June 30, 1999                             5

  Statements of Cash Flows
  For the Three Months ended June 30, 1999 and 1998                      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

                                              June 30, 1999     March 31, 1999
                                              -------------     --------------
                                               (Unaudited)

                                     ASSETS

Cash and cash equivalents                    $    2,560,603     $    3,103,129
Funds held in escrow disbursement account         4,834,997          4,834,997
Subscriptions receivable - Note 6                    38,600             38,600
Investments in limited
 partnerships - Note 2                           19,808,792         19,968,445
Other Assets                                         10,814             30,814
                                                -----------        -----------

                                             $   27,253,806     $   27,975,985
                                                ===========        ===========


                   LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
Payable to limited partnerships - Note 4     $    5,658,486     $    6,131,391
Accrued fees and expenses due to
  general partner and affiliates - Note 3           190,709            159,973
                                                -----------        -----------

  Total Liabilities                               5,849,195          6,291,364
                                                -----------        -----------

Commitments and contingencies - Note 7

Partners' equity (deficit):
  General partner                                   (35,046)           (32,246)
  Limited partners (25,000 units authorized,
    25,000 and 25,000 units issued and
    outstanding at June 30, 1999 and
    March 31, 1999, respectively)                21,439,657         21,716,867
                                                -----------        -----------

Total partners' equity                           21,404,611         21,684,621
                                                -----------        -----------

                                             $   27,253,806     $   27,975,985
                                                ===========        ===========

                 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, 1999 and 1998
                                   (Unaudited)

                                                    1999                1998
                                                    ----                ----

Interest income                           $       47,112     $        70,471
                                              ----------          ----------

Operating expenses:
Amortization                                      16,087              10,396
Asset management fees -Note 3                     16,795              17,163
Other                                            133,195               3,508
                                              ----------          ----------

Total operating expenses                         166,077              31,067
                                              ----------          ----------

Income (loss) from operations                   (118,965)             39,404
                                              ----------          ----------

Equity in loss from
  limited partnerships - Note 2                 (159,302)            (12,515)
                                              ----------          ----------

Net income (loss)                         $     (278,267)     $       26,889
                                              ==========          ==========

Net income (loss) allocated to:
  General partner                         $       (2,783)     $          268
                                              ==========          ==========

  Limited partners                        $     (275,484)     $       26,621
                                              ==========          ==========

Net income (loss) per weighted limited
  partner unit (25,000 and 15790)                    (11)                  2
                                              ==========          ==========


                 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, 1999
                                   (Unaudited)

<TABLE>
<CAPTION>


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


<S>                                    <C>              <C>                <C>
Equity (deficit), March 31, 1999       $    (32,246)    $   21,716,867     $    21,684,621

Offering expenses                               (17)            (1,726)             (1,743)

Net loss for the three months ended
  June 30, 1999                              (2,783)          (275,484)           (278,267)
                                          ---------        -----------         -----------

Equity (deficit), June 30, 1999        $    (35,046)    $   21,439,657     $    21,404,611
                                          =========        ===========         ===========


</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, 1999 and 1998
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                    1999                      1998
<S>                                                                   <C>                     <C>
Cash flows from operating activities:
  Net income (loss)                                                   $         (278,267)     $             26,889
    Adjustments to reconcile net income (loss) to
      net cash provided by (used in) operating activities:
        Equity in loss from limited partnerships                                 159,302                    12,515
        Amortization                                                              16,087                    10,396
        Asset management fee                                                      16,795                    17,163
        Change in other assets                                                    20,000                    (2,880)
        Accrued fees and expenses due to general partner
          and affiliates                                                          13,941                    (6,913)
                                                                             -----------               -----------

             Net cash provided by (used in) operating activities                 (52,142)                   57,170
                                                                             -----------               -----------

Cash flows from investing activities:
  Investment in limited partnerships - Note 2                                   (472,905)               (2,022,276)
  Capitalized acquisition fees and costs                                         (15,736)                 (516,804)
                                                                             -----------               -----------

             Net cash used in investing activities                              (488,641)               (2,539,080)
                                                                             -----------               -----------

Cash flows from financing activities:
  Capital contributions                                                                -                 7,685,070
  Offering expenses                                                               (1,743)                 (855,020)
                                                                             -----------               -----------

             Net cash provided by (used in) financing activities                  (1,743)                6,830,050
                                                                             -----------               -----------

Net increase (decrease) in cash and cash equivalents                            (542,526)                4,348,140

Cash and cash equivalents, beginning of period                                 3,103,129                 7,612,155
                                                                             -----------               -----------

Cash and cash equivalents, end of period                              $        2,560,603      $         11,960,295
                                                                             ===========               ===========

</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, 1999
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

The information  contained in the following notes to the financial statements is
condensed  from that  which  would  appear in the annual  financial  statements;
accordingly,  the  financial  statements  included  herein should be reviewed in
conjunction  with the audited  financial  statements  and related  notes thereto
contained  in  the  WNC  Housing  Tax  Credit  Fund  VI,  L.P.,  Series  5  (the
"Partnership")  Annual  Report  on form  10-K for the year end  March  31,  1999
(audited).  Accounting  measurements at interim dates inherently involve greater
reliance  on  estimates  than at year end.  The  results of  operations  for the
interim period  presented are not necessarily  indicative of the results for the
entire year.

In the  opinion of the  General  Partner,  the  unaudited  financial  statements
contain all adjustments  (consisting of normal recurring  accruals) necessary to
present  fairly the  financial  position  as of June 30, 1999 and the results of
operations and changes in cash flows for the three months then ended.

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.

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

                                  June 30, 1999
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND 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
$3,250,183 and $3,248,440 as of June 30, 1999 and March 31, 1999, respectively.

                                       8

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                  June 30, 1999
                                   (Unaudited)

NOTE 1 - ORGANIZATION AND 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.  The
Partnerships  cash  equivalents  consisted  of  investments  in tax exempt bonds
totaling  $1,677,160  and  $2,730,675  as of June 30,  1999 and March 31, 1999 ,
respectively.

Net Income (Loss) Per Weighted Limited Partner Unit

Net income (loss) per weighted limited  partnership unit is calculated  pursuant
to Statement of Financial  Accounting Standards No. 128, Earnings Per Share. Net
income  (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 income per unit is not
required.

NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS

As of June 30, 1999 and March 31, 1999,  the  Partnership  has acquired  limited
partnership interests in 13 Local Limited  Partnerships,  each of which owns one
Housing  Complex  consisting of an aggregate of 591 apartment  units. As of June
30, 1999 and March 31, 1999  construction or  rehabilitation of 5 of the Housing
Complexes were 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.


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                  June 30, 1999
                                   (Unaudited)

NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued

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, 1999, 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, 1999       March 31, 1999
                                                               -------------       --------------

<S>                                                       <C>                   <C>
Investments per balance sheet, beginning of period         $      19,968,445    $      19,927,953
Capitalized acquisition fees and costs                                15,736               77,826
Equity in losses of limited partnerships                            (159,302)             (22,000)
Amortization of paid acquisition fees and costs                      (16,087)             (15,334)
                                                                 -----------          -----------

Investments in limited partnerships, end of period         $      19,808,792    $      19,968,445
                                                                 ===========          ===========

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:

                                                                        1999                 1998
                                                                        ----                 ----

TTotal revenue                                             $         382,437    $         203,773

Interest expense                                                     138,958               45,786
Depreciation                                                         163,425               35,597
Operating expenses                                                   240,676              135,030
                                                                 -----------          -----------

Total expenses                                                       543,059              216,413
                                                                 -----------          -----------

Net Loss                                                   $        (160,622)   $         (12,640)
                                                                 ===========          ===========

Net loss allocable to the Partnership                      $        (159,302)   $         (12,515)
                                                                 ===========          ===========
</TABLE>

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)  Organization  and Offering  Expenses.  The Partnership  accrued or paid the
     General  Partner or its  affiliates  as of June 30, 1999 and March 31, 1999
     approximately   $3,250,000  and  $3,248,000,   respectively,   for  selling
     commissions  and other fees and expenses of the  Partnership's  offering of
     Units.

(b)  Acquisition Fees.  Acquisition fees in an amount equal to 7.0% of the gross
     proceeds of the Partnership's  Offering ("Gross  Proceeds").  As of June 30
     1999 and March 31, 1999, the aggregate  amount of acquisition  fees paid or
     accrued was approximately $1,747,300.


                                       10

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                  June 30, 1999
                                   (Unaudited)

NOTE 3- RELATED PARTY TRANSACTIONS, continued

(c)  Acquisition Expense. The Partnership  reimbursed the General Partner or its
     affiliates as of June 30, 1999 and March 31, 1999 for acquisition  expense,
     not to exceed  1.5% of the Gross  Proceeds,  expended  by such  persons  on
     behalf  of  the   Partnership   in  the  amounts   $186,000  and  $170,000,
     respectively.

(d)  Annual Asset  Management  Fee. 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
     and other  debts  related  to the  Housing  Complexes  owned by such  Local
     Limited  Partnerships.  Fees of $17,000 and $17,000  were  incurred for the
     three months ended June 30, 1999 and March 31, 1999,  of which  $36,000 was
     paid during the three months ended March 31, 1999.

(e)  Subordinated  Disposition Fee. A subordinated  disposition fee in an amount
     equal to 1% of the  sale  price  received  in  connection  with the sale or
     disposition of an Apartment Complex or Local Limited Partnership  Interest.
     Subordinated  disposition  fees will be subordinated to the prior return of
     the Limited  Partners'  capital  contributions and payment of the Return on
     Investment to the Limited Partners. "Return on Investment" means an annual,
     cumulative but not compounded,  "return" to the Limited Partners (including
     Low  Income  Housing   Credits)  as  a  class  on  their  adjusted  capital
     contributions  commencing  for each Limited  Partner on the last day of the
     calendar quarter during which the Limited Partner's capital contribution is
     received by the  Partnership,  calculated at the following  rates:  (i) 12%
     through  December 31, 2008, and (ii) 6% for the balance of the Partnerships
     term. No disposition fees have been paid.

(f)  Interest in  Partnership.  The General  Partner  will receive 1% of the Low
     Income Housing  Credits.  The General Partners are also entitled to receive
     1% of  cash  distributions.  There  were  no  distributions  of cash to the
     General  Partner  during the three  months  ended June 30, 1999 or the year
     ended March 31, 1999.

Accrued  fees and  expenses  due to the General  Partner and its  affiliates  of
presented on the balance sheets consist of the following:
<TABLE>
<CAPTION>

                                                                  June 30,1999     March 31, 1999
                                                                  ------------     --------------

<S>                                                          <C>                <C>
Acquisition fees                                             $          77,778  $          77,778
Advances made for acquisition costs, organizational,                                       26,759
  offering and selling expenses                                         43,189
Asset management fees                                                   63,972             47,177
Other                                                                    5,770              8,259
                                                                    ----------         ----------

  Total accrued fees and expenses                            $         190,709  $         159,973
                                                                    ==========         ==========
</TABLE>

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).

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                  June 30, 1999
                                   (Unaudited)


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.

NOTE 6 - SUBSCRIPTIONS RECEIVABLE

During  1998,  the  Partnership  received  subscriptions  for 15,166 Units which
included promissory notes of $615,250,  of which $576,650 were collected in 1999
prior to the issuance of the December 31, 1998 financial statements,  leaving an
unpaid  balance of $38,600.  At March 31 and June 30, 1999  promissory  notes of
$38,600  had not been  collected.  As this  balance  was  paid in 1999  prior to
issuance of March 31, 1999 financial  statements and subsequent to June 30, 1999
it is reflected as capital  contributed  during the three months ended March 31,
1999 and is shown as subscription receivable at March 31 and June 30, 1999.

NOTE 7 - COMMITMENTS AND CONTINGENCIES

The  Partnership  is in  negotiations  to acquire one  additional  Local Limited
Partnership  interest which would commit the  Partnership to additional  capital
contributions of $670,000, of which $0 has been advanced as of June 30, 1999.







                                       12
<PAGE>
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

Financial Condition

The Partnership's  assets at June 30, 1999 consisted  primarily of $2,561,000 in
cash,  $4,835,000 in cash in escrow,  $39,000 in  subscriptions  receivable  and
aggregate investments in the thirteen Local Limited Partnerships of $19,809,000.
Liabilities  at June 30, 1999  primarily  consisted of $5,658,000 due to limited
partnerships,  $64,000 in annual asset  management fees and $127,000 in advances
and other payables due to the General Partner or affiliates.

Results of Operations

Three  Months  Ended June 30, 1999  Compared to Three Months Ended June 3, 1998.
The  Partnership's  net loss  for the  three  months  ended  June  30,  1999 was
$(278,000),  reflecting a decrease of $305,000  from the net income  experienced
for the three  months ended June 30,  1998.  The change is  primarily  due to an
increase in other  operating  expenses of $129,000  consisting  primarily  of an
unrealized  loss in  tax-exempt  bonds which is expected to be  recovered at the
maturity  date.  In  addition,  an  increase  in  equity  in loss  from  limited
partnerships   of  $146,000  as  Local  Limited   Partnerships   have  completed
construction  and  initiated  operations.  Also  contributing  to the loss was a
decrease in interest income of $23,000 and an increase in  amortization  expense
of $6,000.

Cash Flows

Three Months  Ended June 30, 1999  Compared to Three Months Ended June 30, 1998.
Net decrease in cash during the three months ended June 31, 1999 was $(543,000),
compared to a net  increase in cash for the three  months ended June 30, 1998 of
$4,348,000.  The change was due primarily to a decrease in capital contributions
of $7,685,000 and an increase in cash used in operating  activities of $109,000,
offset by a decrease in  investment in limited  partnerships  of  $1,549,000,  a
decrease in  acquisition  fees and costs of $501,000  and a increase in offering
expenses of $853,000.

During the three  months  ended June 30, 1999 and the year ended March 31, 1999,
accrued  payables,  which consist of related party  management fees and advances
due to the  General  Partner,  increased  by $31,000 and  increased  by $63,000,
respectively.

The Partnership  expects its future cash flows,  together with its net available
assets at June 30,  1999,  to be  sufficient  to meet all  currently  forseeable
future cash requirements.

Impact of Year 2000

WNC & Associates, Inc.

Status of Readiness

Information Technology (IT) Systems. The Partnership relies on the IT systems of
WNC, its general partner. IT systems include computer hardware and software used
to produce  financial  reports and tax return  information.  This information is
then used to generate  reports to investors and regulatory  agencies,  including
the Internal Revenue Service and the Securities and Exchange Commission.  The IT
systems of WNC are year 2000 compliant.

Non-IT Systems. The Partnership also relies on the non-IT systems of WNC. Non-IT
systems  include  machinery and  equipment  such as  telephones,  voice mail and
electronic  postage  equipment.  Except  for one  telephone  system,  the non-IT
systems of WNC are year 2000  compliant.  The one telephone  system will require
the replacement of one computer and one software application, both of which will
be completed on or before October 1, 1999.

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<PAGE>
Service  Providers.  WNC also  relies on the IT and  non-IT  systems  of service
providers. Service providers include utility companies,  financial institutions,
telecommunications carriers,  municipalities, and other outside vendors. WNC has
obtained verbal assurances from its material service providers (electrical power
provider,  financial institutions and telecommunications carriers) that their IT
and non-IT systems are year 2000 compliant.  There can be no assurance that this
compliance  information  is  correct.  There also can be no  assurance  that the
systems of other,  less-important  service providers and outside vendors will be
year 2000 compliant.

Costs to Address Year 2000 Issues

The cost to address  year 2000  issues for WNC has been less than  $20,000.  The
cost to replace the telephone  system noted above will be less than $5,000.  The
cost to deal with potential year 2000 issues of other outside  vendors cannot be
estimated at this time.

Risk of Year 2000 Issues

The most  reasonable and likely result from non-year 2000  compliance of systems
of the service  providers  noted above will be the disruption of normal business
operations for WNC. This disruption would, in turn, lead to delays in performing
reporting and fiduciary responsibilities on behalf of the Partnership. The worst
case scenario would be the replacement of a service provider. These delays would
likely  be  temporary  and  would  likely  not  have a  material  effect  on the
Partnership or WNC.

Local Limited Partnerships

Status of Readiness

WNC is in the  process of  obtaining  year 2000  certifications  from each Local
General Partner of each Local Limited  Partnership.  Those  certifications  will
represent  to the  Partnership  that the IT and non-IT  systems  critical to the
operation of the Housing Complexes and investor reporting to the Partnership are
year 2000 compliant. These certifications will also represent to the Partnership
that the IT and non-IT  systems of property  management  companies,  independent
accountants,    electrical   power   providers,   financial   institutions   and
telecommunications  carriers used by the Local Limited Partnership are year 2000
compliant.

There can be no assurance that the representations in the certifications will be
correct.   There  also  can  be  no   assurance   that  the  systems  of  other,
less-important  service  providers  and  outside  vendors,  upon which the Local
Limited Partnerships rely, will be year 2000 compliant.

Costs to Address Year 2000 Issues

There  will be no cost to the  Partnership  as a result of  assessing  year 2000
issues for the Local Limited Partnerships.  The cost to deal with potential year
2000 issues of the Local Limited Partnerships cannot be estimated at this time.

Risk of Year 2000 Issues

There may be Local  General  Partners who indicate  that they or their  property
management  company are not year 2000  compliant and do not have plans to become
year 2000  compliant  before the end of 1999.  There may be other Local  General
Partners who are  unwilling to respond to the  certification  request.  The most
likely result of either non-compliance or failure to respond will be the removal
and  replacement  of the property  management  company  and/or the Local General
Partner with year 2000 compliant operators.

                                       14
<PAGE>


Despite the efforts to obtain certifications, there can be no assurance that the
Partnership  will be unaffected  by year 2000 issues.  The most  reasonable  and
likely  result from non-year 2000  compliance  will be the  disruption of normal
business  operations  for the  Local  Limited  Partnerships,  including  but not
limited  to the  possible  failure  to  properly  collect  rents and meet  their
obligations in a timely manner.  This disruption  would, in turn, lead to delays
by  the  Local  Limited  Partnerships  in  performing  reporting  and  fiduciary
responsibilities  on behalf of the  Partnership.  The worst-case  scenario would
include the  initiation of  foreclosure  proceedings on the property by mortgage
debt holders. Under these circumstances, WNC or its affiliates will take actions
necessary  to  minimize  the risk of  foreclosure,  including  the  removal  and
replacement of a Local General  Partner by the  Partnership.  These delays would
likely  be  temporary  and  would  likely  not  have a  material  effect  on the
Partnership or WNC.


Item 3.   Quantitative and Qualitative Disclosures Above Market Risks

          None.

Part II.  Other Information

Item 1.   Legal Proceedings

          None

Item 6.   Exhibits and Reports on Form 8-K

1.        A report  on  Form  8-K dated  May 13, 1999 was  filed on May 14, 1999
          reporting the change in fiscal year end to March 31.

                                       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/ John B. Lester, Jr.
John B. Lester, Jr., President
WNC & Associates, Inc.

Date: September 23, 1999



By:  /s/ Michael L. Dickenson
Michael L. Dickenson, Vice President - Chief Financial Officer
WNC & Associates, Inc.

Date: September 23, 1999





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