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, 2004
                For the quarterly period ended September 30, 2004
                For the quarterly period ended December 31, 2004

                                       OR

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

             For the transition period from ________ to ___________

                         Commission file number: 0-24855


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

                California                            33-0745418
          (State or other jurisdiction of         (I.R.S. Employer
           incorporation or organization)        Identification No.)



                     17782 Sky Park Circle, Irvine, CA 92614
                   ( Address of principle executive offices )

                                 (714) 622-5565
                              ( Telephone Number )

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

 Yes ___No _X__

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.:

Large accelerated filer___ Accelerated filer___

Non-accelerated filer___X__ Smaller reporting company___

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes ___No _X__

<PAGE>


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

                               INDEX TO FORM 10-Q

        For the Quarterly periods Ended June 30, 2004, September 30, 2004
                              and December 31, 2004


PART I. FINANCIAL INFORMATION

     Item 1. Financial Statements

     Balance Sheets
             As of June 30, 2004, September 30, 2004, December 31, 2004
               and March 31, 2004..............................................3

     Statements of Operations
             For the Three Months Ended June 30, 2004 and 2003.................4
             For the Three and Six Months Ended September 30, 2004 and 2003....5
             For the Three and Nine Months Ended December 31, 2004 and 2003....6

     Statements of Partners' Equity (Deficit)
             For the Three Months Ended June 30, 2004 .........................7
             For the Six Months Ended September 30, 2004 ......................7
             For the Nine Months Ended December 31, 2004 ......................7

     Statements of Cash Flows
             For the Three Months Ended June 30, 2004 and 2003.................8
             For the Six Months Ended September 30, 2004 and 2003..............9
             For the Nine Months Ended December 31, 2004 and 2003.............10

     Notes to Financial Statements............................................11

     Item 2. Management's Discussion and Analysis of Financial
             Condition and Results of Operations..............................22

     Item 3. Quantitative and Qualitative Disclosures About Market Risk.......25

     Item 4. Controls and Procedures  ........................................25

PART II. OTHER INFORMATION

     Item 1. Legal Proceedings................................................25

     Item 2. Unregistered Sales of Equity Securities and Use of Proceeds......25

     Item 3. Defaults Upon Senior Securities..................................25

     Item 4. Submission of Matters to a Vote of Security Holders..............25

     Item 5. Other Information................................................25

     Item 6. Exhibits.........................................................26

     Signatures...............................................................26



<PAGE>

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

                                 BALANCE SHEETS
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                                                  December 31,
                                                 June 30, 2004        September 30, 2004            2004           March 31, 2004
                                             --------------------   ---------------------    -----------------   ------------------
ASSETS
                                             <S>                    <C>                      <C>                 <C>
Cash                                          $            12,348    $            29,857      $        157,488    $          17,196
Funds held in escrow disbursement account                 209,711                209,711                     -              209,711
Investments in Local Limited Partnerships,
  net (Note 2)                                         12,703,555             12,373,077            12,042,599           13,614,334
Due from affiliates (see Note 3)                           11,114                 11,114                11,114               11,114
                                              --------------------   ---------------------    -----------------   ------------------

Total Assets                                  $        12,936,728    $        12,623,759      $     12,211,201    $      13.852.355
                                              ====================   =====================    =================   ==================

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:

  Payables to Local Limited Partnerships
   (Note 4)                                   $           156,021    $           143,271      $              -    $         163,671
  Accrued fees and expenses due to
    General Partner and affiliates (Note 3)               666,784                700,502               706,250              643,362
                                              --------------------   ---------------------    -----------------   ------------------

Total Liabilities                                         822,805                843,773               706,250              807,033
                                              --------------------   ---------------------    -----------------   ------------------

Partners' equity (deficit):
  General Partner                                        (127,954)              (131,293)             (134,044)           (118,640)
  Limited Partners (25,000 Partnership
     Units authorized; 25,000                          12,241,877             11,911,279            11,638,995           13,163,962
       Units issued and outstanding)          --------------------   ---------------------    -----------------   ------------------

        Total Partners' Equity                         12,113,923             11,779,986            11,504,951           13,045,322
                                              --------------------   ---------------------    -----------------   ------------------
          Total Liabilities and Partners'
             Equity                           $        12,936,728    $        12,623,759      $     12,211,201    $      13,852,355
                                              ====================   =====================    =================   ==================
</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, 2004 and 2003
                                   (unaudited)
<TABLE>
<CAPTION>

                                                      2004                              2003
                                                -----------------                ------------------
                                                  Three Months                      Three Months
                                                -----------------                -------------------
                                               <S>                             <C>
Reporting fees                                  $          2,800                $             1,000
                                                -----------------                -------------------
Operating expenses:
  Amortization (Note 2)                                   16,134                             16,134
  Asset management fees (Note 3)                          17,517                             17,517
  Impairment loss (Note 2)                               580,301                            154,864
  Legal and accounting fees                                  525                              3,989
  Write off of advances to Local Limited
     Partnerships (Note 5)                                     -                             16,921
  Other                                                    5,381                              3,705
                                                -----------------                -------------------

    Total operating expenses                             619,858                            213,130
                                                -----------------                -------------------

Loss from operations                                    (617,058)                          (212,130)

Equity in losses of Local
 Limited Partnerships (Note 2)                          (314,344)                          (308,384)

Interest income                                                3                                963
                                                -----------------                -------------------

Net loss                                        $       (931,399)               $          (519,551)
                                                =================                ===================

Net loss allocated to:
  General Partner                               $         (9,314)               $           ( 5,196)
                                                =================                ===================

  Limited Partners                              $       (922,085)               $          (514,355)
                                                =================                ===================
Net loss per
  Partnership  Unit                             $            (37)               $               (21)
                                                =================                ===================

Outstanding weighted
  Partnership  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)

                            STATEMENTS OF OPERATIONS

                       For the Three and Six Months Ended
                           September 30, 2004 and 2003
                                   (unaudited)

<TABLE>
<CAPTION>

                                                        2004                                       2003
                                        -------------------------------------     ---------------------------------------
                                             Three                 Six                 Three                  Six
                                             Months               Months              Months                 Months
                                        -----------------     ---------------     ----------------      -----------------
                                      <S>                   <C>                  <C>                   <C>
Reporting fees                         $         17,500      $        20,300      $       12,288        $        13,288
                                        -----------------     ---------------     ----------------      -----------------
Operating expenses:

  Amortization (Note 2)                          16,134               32,268              16,134                 32,268
  Asset management fees (Note 3)                 17,517               35,034              17,517                 35,034
  Impairment loss (Note 2)                            -              580,301                   -                154,864
  Legal and accounting fees                       2,252                2,777              12,073                 16,062
  Write off of advances to Local
     Limited Partnerships (Note 5)                    -                   -                    -                 16,921
  Other                                           1,199                6,580               1,524                  5,229
                                        -----------------     ---------------     ----------------      -----------------
    Total operating expenses                     37,102              656,960              47,248                260,378
                                        -----------------     ---------------     ----------------      -----------------

Loss from operations                            (19,602)            (636,660)            (34,960)              (247,090)

Equity in losses of Local
  Limited Partnerships (Note 2)                (314,344)            (628,688)           (308,384)              (616,768)

Interest income                                       9                   12                  35                    998
                                        -----------------     ---------------     ----------------      -----------------

Net loss                                $      (333,937)      $   (1,265,336)     $     (343,309)       $      (862,860)
                                        =================     ===============     ================      =================

Net loss allocated to:
  General Partner                       $        (3,339)      $      (12,653)     $       (3,433)       $        (8,629)
                                        =================     ===============     ================      =================


  Limited Partners                      $      (330,598)      $   (1,252,683)     $     (339,876)        $     (854,231)
                                        =================     ===============     ================      =================

Net loss per
  Partnership Unit                      $           (13)      $          (50)     $          (14)       $           (34)
                                        =================     ===============     ================      =================

Outstanding weighted
  Partnership Units                              25,000               25,000               25,000                25,000
                                        =================     ===============     ================      =================
</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 OPERATIONS

                       For the Three and Nine Months Ended
                           December 31, 2004 and 2003
                                   (unaudited)
<TABLE>
<CAPTION>

                                                       2004                                       2003
                                        ----------------------------------     ----------------------------------------
                                            Three                Nine               Three                    Nine
                                           Months               Months              Months                  Months
                                        --------------       -------------     -----------------         --------------
                                      <S>                   <C>               <C>                       <C>

Reporting fees                          $          -         $     20,300      $              -          $      13,288
Recovery of bad debt (Note 5)                118,272              118,272                     -                      -
                                        --------------       -------------     -----------------         --------------
  Total income                               118,272              138,572                     -                 13,288

Operating expenses:
  Amortization (Note 2)                       16,134               48,402                16,134                 48,402
  Asset management fees  (Note 3)             17,517               52,551                17,517                 52,551
  Impairment loss (Note 2)                         -              580,301                     -                154,864
  Legal and accounting fees                        -                2,777                 1,230                 17,292
  Write off of advances to Local
     Limited Partnerships (Note 5)            49,000               49,000                     -                 16,921
  Other                                          602                7,182                 2,547                  7,776
                                        --------------       -------------     -----------------         --------------

    Total operating expenses                  83,253              740,213                37,428                297,806
                                        --------------       -------------     -----------------         --------------

Income (loss) from operations                 35,019             (601,641)              (37,428)              (284,518)

Equity in losses of Local
 Limited Partnerships (Note 2)              (314,344)            (943,032)             (308,384)              (925,152)

Interest income                                4,290                4,302                    34                  1,032
                                        --------------       -------------     -----------------         --------------

Net loss                                $   (275,035)        $ (1,540,371)     $       (345,778)         $  (1,208,638)
                                        ==============       =============     =================         ==============

Net loss allocated to:
  General Partner                       $     (2,751)        $    (15,404)     $         (3,458)         $     (12,086)
                                        ==============       =============     =================         ==============


  Limited Partners                      $   (272,284)        $ (1,524,967)     $       (342,320)         $  (1,196,552)
                                        ==============       =============     =================         ==============

Net loss per
  Partnerships Units                    $        (11)        $        (61)     $            (14)         $         (48)
                                        ==============       =============     =================         ==============

Outstanding weighted
  Partnership Units                           25,000               25,000                25,000                 25,000
                                        ==============       =============     =================         ==============
</TABLE>

                 See accompanying notes to financial statements

                                       6
<PAGE>

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

                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

  For the Three Months Ended June 30, 2004, Six Months Ended September 30, 2004
                     And Nine Months Ended December 31, 2004
                                   (unaudited)

<TABLE>
<CAPTION>

                    For the Three Months Ended June 30, 2004
                                                          General               Limited
                                                          Partner              Partners                 Total
                                                       ---------------      ----------------      ------------------
                                                      <S>                  <C>                   <C>
Partners' equity (deficit) at March 31, 2004           $     (118,640)      $    13,163,962       $      13,045,322

Net loss                                                       (9,314)             (922,085)               (931,399)
                                                       ---------------      ----------------      ------------------

Partners' equity (deficit) at June 30, 2004            $     (127,954)      $    12,241,877       $      12,113,923
                                                       ===============      ================      ==================


                   For the Six Months Ended September 30, 2004
                                                          General               Limited
                                                          Partner              Partners                 Total
                                                       ---------------      ----------------      ------------------

Partners' equity (deficit) at March 31, 2004           $     (118,640)      $    13,163,962       $      13,045,322

Net loss                                                      (12,653)           (1,252,683)             (1,265,336)
                                                       ---------------      ----------------      ------------------

Partners' equity (deficit) at September 30, 2004       $     (131,293)      $    11,911,279       $      11,779,986
                                                       ===============      ================      ==================



                                    For the Nine Months Ended December 31, 2004
                                                          General               Limited
                                                          Partner              Partners                 Total
                                                       ---------------      ----------------      ------------------

Partners' equity (deficit) at March 31, 2004           $     (118,640)      $    13,163,962       $      13,045,322

Net loss                                                      (15,404)           (1,524,967)             (1,540,371)
                                                       ---------------      ----------------      ------------------

Partners' equity (deficit) at December 31, 2004        $     (134,044)      $    11,638,995       $      11,504,951
                                                       ===============      ================      ==================
</TABLE>

                 See accompanying notes to financial statements

                                      7
<PAGE>

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

                            STATEMENTS OF CASH FLOWS

                For the Three Months Ended June 30, 2004 and 2003
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                            2004                 2003
                                                                        --------------      ---------------
                                                                       <S>                 <C>
Cash flows from operating activities:

  Net loss                                                              $   (931,399)       $    (519,551)
    Adjustments to reconcile net loss to net
      cash provided by operating activities:
        Amortization                                                          16,134               16,134
        Equity in losses of Local Limited Partnerships                       314,344              308,384
        Impairment loss                                                      580,301              154,864
        Change in escrow disbursement account                                      -                 (933)
        Advances to Local Limited Partnerships                                     -              (16,921)
        Write off of Advances to Local Limited Partnerships                        -               16,921
        Change in accrued  fees and expenses due to
           General Partner and affiliates                                     23,422               42,132
                                                                        --------------      ---------------

        Net cash provided by operating activities                              2,802                1,030
                                                                        --------------      ---------------

Cash flow used in investing activities:
    Capital contributions paid to Local Limited Partnerships                  (7,650)                   -
                                                                        --------------      ---------------

Net cash used in investing activities                                         (7,650)                   -
                                                                        --------------      ---------------

Net increase (decrease) in cash                                               (4,848)               1,030

Cash, beginning of period                                                     17,196               22,868
                                                                        --------------      ---------------

Cash, end of period                                                     $     12,348        $      23,898
                                                                        ==============      ===============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:

   Taxes paid                                                           $          -        $           -
                                                                        ==============      ===============
</TABLE>

                 See accompanying notes to financial statements

                                      8

<PAGE>

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

                            STATEMENTS OF CASH FLOWS

              For the Six Months Ended September 30, 2004 and 2003
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                            2004                 2003
                                                                        --------------      ---------------
                                                                       <S>                 <C>
Cash flows from operating activities:

  Net loss                                                              $ (1,265,336)       $    (862,860)
    Adjustments to reconcile net loss to net
      cash provided by operating activities:
        Amortization                                                          32,268               32,268
        Equity in losses of Local Limited Partnerships                       628,688              616,768
        Impairment loss                                                      580,301              154,864
        Change in escrow disbursement account                                      -                 (933)
        Advances to Local Limited Partnerships                                     -              (16,921)
        Write off of advances to Local Limited Partnerships                        -               16,921
        Change in accrued  fees and expenses due to
           General Partner and affiliates                                     57,140               63,246
                                                                        --------------      ---------------
        Net cash provided by operating activities                             33,061                3,353
                                                                        --------------      ---------------

Cash flows used in investing activities:
   Capital contributions paid to Local Limited Partnerships                  (20,400)                   -
                                                                        --------------      ---------------
Net cash used in investing activities                                        (20,400)                   -
                                                                        --------------      ---------------

Net increase in cash                                                          12,661                3,353

Cash, beginning of period                                                     17,196               22,868
                                                                        --------------      ---------------

Cash, end of period                                                     $     29,857        $      26,221
                                                                        ==============      ===============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:

   Taxes paid                                                           $          -        $           -
                                                                        ==============      ===============
</TABLE>

                 See accompanying notes to financial statements

                                      9
<PAGE>

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

                            STATEMENTS OF CASH FLOWS

              For the Nine Months Ended December 31, 2004 and 2003
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                              2004                 2003
                                                                        --------------      ---------------
                                                                        <S>                 <C>
Cash flows from operating activities:

  Net loss                                                              $ (1,540,371)       $  (1,208,638)
    Adjustments to reconcile net loss to net
      cash provided by operating activities:
        Amortization                                                          48,402               48,402
        Recovery of bad debt                                                (118,272)                   -
        Equity in losses of Local Limited Partnerships                       943,032              925,152
        Impairment loss                                                      580,301              154,864
        Release of escrow disbursement account                               209,711                 (933)
        Advances to Local Limited Partnerships                               (49,000)             (16,921)
        Write off of advances to Local Limited Partnerships                   49,000               16,921
        Change in accrued  fees and expenses due to
           General Partner and affiliates                                     62,888               98,157
                                                                        --------------      ---------------
        Net cash provided by operating activities                            185,691               17,004
                                                                        --------------      ---------------

Cash flows used in investing activities:
      Capital contributions paid to Local Limited Partnerships               (45,399)             (16,800)
                                                                        --------------      ---------------
Net cash used in investing activities                                        (45,399)             (16,800)
                                                                        --------------      ---------------

Net increase in cash                                                         140,292                  204

Cash, beginning of period                                                     17,196               22,868
                                                                        --------------      ---------------

Cash, end of period                                                     $    157,488        $      23,072
                                                                        ==============      ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:

   Taxes paid                                                           $          -        $         800
                                                                        ==============      ===============
</TABLE>

          See accompanying notes to financial statements

                                      10
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

      For the Quarterly periods ended June 30, 2004, September 30, 2004 and
                                December 31, 2004
                                   (unaudited)

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

General
-------

The accompanying  condensed unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial information and with the instructions to Form 10-Q
for quarterly  reports under Section 13 or 15(d) of the Securities  Exchange Act
of 1934.  Accordingly,  they do not include all of the information and footnotes
required by  accounting  principles  generally  accepted in the United States of
America for complete  financial  statements.  In the opinion of management,  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair  presentation  have been included.  Operating  results for the three months
ended June 30, 2004,  six months ended  September 30, 2004 and nine months ended
December  31, 2004 are not  necessarily  indicative  of the results  that may be
expected  for the fiscal year ending March 31,  2005.  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,
2004.

Organization
------------

WNC Housing Tax Credit Fund VI, L.P., Series 5 a California Limited  Partnership
(the  "Partnership")  was formed  under the laws of the State of  California  on
March 3, 1997 and commenced  operations on August 29, 1997. The  Partnership was
formed to invest  primarily in other limited  partnerships or limited  liability
companies  ("Local  Limited   Partnerships")   which  own  multi-family  housing
complexes ("Housing Complexes") that are eligible for Federal low-income housing
tax credits ("Low Income Housing Tax Credits").  The local general partners (the
"Local   General   Partners")   of  each  Local   Limited   Partnership   retain
responsibility  for maintaining,  operating and managing the Housing  Complexes.
Each  Local  Limited  Partnership  is  governed  by  its  agreement  of  limited
partnership (the "Local Limited Partnership Agreement").

The general partner of the Partnership is WNC & Associates,  Inc.  ("Associates"
or the  "General  Partner").  The  chairman  and  president  of  Associates  own
substantially  all of the outstanding  stock of Associates.  The business of the
Partnership  is  conducted   primarily  through  the  General  Partner,  as  the
Partnership has no employees of its own.

The Partnership shall continue to be in full force and effect until December 31,
2052,  unless  terminated  prior  to  that  date,  pursuant  to the  partnership
agreement or law.

The financial  statements  include only activity relating to the business of the
Partnership,  and do not give  effect to any assets that the  partners  may have
outside of their interests in the Partnership, or to any obligations,  including
income taxes, of the partners.

The Partnership  Agreement  authorized the sale of up to 25,000 units of limited
partnership  interest  ("Partnership  Units) at $1,000 per Partnership Unit. The
offering  of  Partnership  Units has  concluded  and 25,000  Partnership  Units,
representing  subscriptions  in the  amount of  $24,918,175,  net of dealer  and
volume  discounts  of $81,825 had been  accepted.  The General  Partner has a 1%
interest  in  operating  profits  and losses,  taxable  income and losses,  cash
available  for  distribution  from the  Partnership  and Low Income  Housing Tax
Credits of the  Partnership.  The  investors  (the "Limited  Partners")  will be
allocated the  remaining  99% of these items in  proportion to their  respective
investments.

The proceeds from the  disposition of any of the Housing  Complexes will be used
first to pay  debts and  other  obligations  per the  respective  Local  Limited
Partnership Agreement.  Any remaining proceeds will then be paid to the partners
of the Local Limited Partnership,  including the Partnership, in accordance with
the terms of the particular Local Limited Partnership  Agreement.  The sale of a
Housing  Complex  may  be  subject  to  other   restrictions   and  obligations.
Accordingly,  there can be no assurance that a Local Limited Partnership will be
able to sell its Housing Complex.  Even if it does so, there can be no assurance
that any  significant  amounts of cash will be distributed  to the  Partnership.
Should  such  distributions  occur,  the  Limited  Partners  will be entitled to
receive  distributions  from the proceeds remaining after payment of Partnership



                                      11
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

      For the Quarterly periods ended June 30, 2004, September 30, 2004 and
                                December 31, 2004
                                   (unaudited)

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

obligations and funding reserves, equal to their capital contributions and their
return on  investment  (as defined in the  Partnership  Agreement).  The General
Partner  would then be  entitled  to  receive  proceeds  equal to their  capital
contributions  from the remainder.  Any additional sale or refinancing  proceeds
will  be  distributed  90% to the  Limited  Partners  (in  proportion  to  their
respective investments) and 10% to the General Partner.

Risks and Uncertainties
-----------------------

An investment in the  Partnership  and the  Partnership's  investments  in Local
Limited  Partnerships  and their Housing  Complexes are subject to risks.  These
risks may impact the tax benefits of an investment in the  Partnership,  and the
amount of proceeds  available for distribution to the Limited Partners,  if any,
on liquidation of the Partnership's investments. Some of those risks include the
following:

The  Low  Income   Housing  Tax  Credits   rules  are   extremely   complicated.
Noncompliance  with these rules results in the loss of future Low Income Housing
Tax  Credits  and the  fractional  recapture  of Low Income  Housing Tax Credits
already taken. In most cases the annual amount of Low Income Housing Tax Credits
that an  individual  can use is limited to the tax liability due on the person's
last $25,000 of taxable income. The Local Limited  Partnerships may be unable to
sell the Housing  Complexes  at a price which  would  result in the  Partnership
realizing cash distributions or proceeds from the transaction.  Accordingly, the
Partnership  may be unable to distribute any cash to its Limited  Partners.  Low
Income  Housing Tax Credits may be the only  benefit from an  investment  in the
Partnership.

The Partnership has invested in a limited number of Local Limited  Partnerships.
Such  limited  diversity  means that the  results of  operation  of each  single
Housing  Complex  will have a greater  impact on the  Partnership.  With limited
diversity,   poor   performance   of  one  Housing   Complex  could  impair  the
Partnership's ability to satisfy its investment objectives. Each Housing Complex
is subject to mortgage  indebtedness.  If a Local Limited  Partnership failed to
pay its  mortgage,  it  could  lose  its  Housing  Complex  in  foreclosure.  If
foreclosure  were to occur during the first 15 years,  the loss of any remaining
future Low Income  Housing Tax  Credits,  a  fractional  recapture  of prior Low
Income Housing Tax Credits,  and a loss of the  Partnership's  investment in the
Housing  Complex  would  occur.  The  Partnership  is  a  limited  partner  or a
non-managing  member  of  each  Local  Limited  Partnership.   Accordingly,  the
Partnership  will have very  limited  rights with respect to  management  of the
Local  Limited  Partnerships.  The  Partnership  will rely  totally on the Local
General  Partners.  Neither  the  Partnership's  investments  in  Local  Limited
Partnerships,  nor  the  Local  Limited  Partnerships'  investments  in  Housing
Complexes,  are readily marketable.  To the extent the Housing Complexes receive
government financing or operating subsidies,  they may be subject to one or more
of the  following  risks:  difficulties  in  obtaining  tenants  for the Housing
Complexes;  difficulties  in  obtaining  rent  increases;  limitations  on  cash
distributions;  limitations  on  sales  or  refinancing  of  Housing  Complexes;
limitations on transfers of interests in Local Limited Partnerships; limitations
on removal of Local  General  Partners;  limitations  on subsidy  programs;  and
possible changes in applicable regulations. Uninsured casualties could result in
loss of property and Low Income  Housing Tax Credits and recapture of Low Income
Housing Tax  Credits  previously  taken.  The value of real estate is subject to
risks  from  fluctuating  economic   conditions,   including  employment  rates,
inflation,  tax, environmental,  land use and zoning policies, supply and demand
of similar properties, and neighborhood conditions, among others.

The  ability of Limited  Partners to claim tax losses  from the  Partnership  is
limited.  The IRS may audit the  Partnership or a Local Limited  Partnership and
challenge the tax treatment of tax items.  The amount of Low Income  Housing Tax
Credits and tax losses allocable to the limited partners could be reduced if the
IRS were  successful  in such a  challenge.  The  alternative  minimum tax could
reduce tax benefits from an investment in the  Partnership.  Changes in tax laws
could also impact the tax benefits from an investment in the Partnership  and/or
the value of the Housing Complexes.

No trading  market for the  Partnership  Units exists or is expected to develop.


                                      12
<PAGE>
                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

      For the Quarterly periods ended June 30, 2004, September 30, 2004 and
                                December 31, 2004
                                   (unaudited)

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

Limited  Partners  may be unable to sell  their  Partnership  Units  except at a
discount  and  should  consider  their  Partnership  Units  to  be  a  long-term
investment.  Individual  Limited Partners will have no recourse if they disagree
with actions authorized by a vote of the majority of Limited Partners.

The  Partnership   currently  has  insufficient  working  capital  to  fund  its
operations.  Associates  has agreed to continue  providing  advances  sufficient
enough  to  fund  the  operations  and  working  capital   requirements  of  the
Partnership through April 30, 2009.

Anticipated  future and  existing  cash  resources  of the  Partnership  are not
sufficient   to  pay  existing   liabilities   of  the   Partnership.   However,
substantially all of the existing  liabilities of the Partnership are payable to
the General  Partner and/or its  affiliates.  Though the amounts  payable to the
General Partner and/or its affiliates are contractually  currently payable,  the
Partnership  anticipates that the General Partner and/or its affiliates will not
require the payment of these contractual  obligations until capital reserves are
in excess of the aggregate of then  existing  contractual  obligations  and then
anticipated future foreseeable  obligations of the Partnership.  The Partnership
would be adversely  affected  should the General  Partner  and/or its affiliates
demand current  payment of the existing  contractual  obligations and or suspend
services for this or any other reason.

Exit Strategy
-------------

The IRS  compliance  period for  Low-Income  Housing  Tax Credit  properties  is
generally  15 years from  occupancy  following  construction  or  rehabilitation
completion.  Associates was one of the first in the industry to offer syndicated
investments  using the Low Income Housing Tax Credits.  The initial programs are
completing their compliance  periods. As of December 31, 2004, none of the Local
Limited Partnerships had completed the 15 year compliance period.

With  that in  mind,  the  Partnership  is  continuing  to  review  the  Housing
Complexes,  with special  emphasis on the more mature Housing  Complexes such as
any that have satisfied the IRS compliance  requirements.  The review  considers
many factors, including extended use requirements (such as those due to mortgage
restrictions  or state  compliance  agreements),  the  condition  of the Housing
Complexes, and the tax consequences to the Limited Partners from the sale of the
Housing Complexes.

Upon  identifying  those  Housing  Complexes  with the highest  potential  for a
successful sale, refinancing or syndication,  the Partnership expects to proceed
with  efforts to  liquidate  them.  The  objective  is to  maximize  the Limited
Partners'  return  wherever   possible  and,   ultimately,   to  wind  down  the
Partnership.  Local Limited Partnership interests may be disposed of any time by
the  General  Partner  in its  discretion.  While  liquidation  of  the  Housing
Complexes continues to be evaluated,  the dissolution of the Partnership was not
imminent as of December 31, 2004. As of December 31, 2004, no Housing  Complexes
had been selected for disposition.

Method of Accounting for Investments in Local Limited Partnerships
------------------------------------------------------------------

The Partnership accounts for its investments in Local Limited Partnerships using
the equity method of accounting,  whereby the Partnership adjusts its investment
balance for its share of the Local Limited  Partnerships'  results of operations
and for any  contributions  made and  distributions  received.  The  Partnership
reviews the  carrying  amount of an  individual  investment  in a Local  Limited
Partnership for possible  impairment whenever events or changes in circumstances
indicate that the carrying  amount of such  investment  may not be  recoverable.
Recoverability  of such investment is measured by the estimated value derived by
management,  generally  consisting of the sum of the remaining future Low Income
Housing  Tax  Credits  estimated  to be  allocated  to the  Partnership  and the
estimated  residual value to the Partnership.  If an investment is considered to
be impaired, the Partnership reduces the carrying value of its investment in any
such Local Limited  Partnership.  The  accounting  policies of the Local Limited
Partnerships,  generally,  are  expected  to be  consistent  with  those  of the
Partnership.  Costs incurred by the Partnership in acquiring the investments are

                                       13

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

      For the Quarterly periods ended June 30, 2004, September 30, 2004 and
                                December 31, 2004
                                   (unaudited)

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

capitalized as part of the investment and are being amortized over 30years. (See
Note 2)

"Equity in losses of Local Limited  Partnerships"  for each of the periods ended
December 31, 2004, September 30, 2004, June 30, 2004 and 2003, respectively have
been recorded by the Partnership.  Management's  estimate for the three, six and
nine-month  period is based on either actual  unaudited  results reported by the
Local Limited  Partnerships or historical  trends in the operations of the Local
Limited Partnerships.  In subsequent annual financial statements, upon receiving
the actual annual results reported by the Local Limited Partnerships, management
reverses its prior estimate and records the actual results reported by the Local
Limited Partnerships.  Equity in losses of Local Limited Partnerships  allocated
to the Partnership are not recognized to the extent that the investment  balance
would be adjusted  below zero. As soon as the investment  balance  reaches zero,
amortization  of the related costs of acquiring the investment are impaired (see
Note 2). If the Local Limited Partnerships  reported net income in future years,
the  Partnership  will resume applying the equity method only after its share of
such net  income  equals  the share of net  losses  not  recognized  during  the
period(s) the equity method was suspended.

The  Partnership  does not  consolidate the accounts and activities of the Local
Limited  Partnerships,  which are considered  Variable  Interest  Entities under
Financial    Accounting   Standards   Board   Interpretation   No.   46-Revised,
"Consolidation  of Variable Interest  Entities",  because the Partnership is not
considered the primary beneficiary.  The Partnership's balance in investments in
Local Limited Partnerships, plus the risk of recapture of tax credits previously
recognized  on such  investments,  represents  the  maximum  exposure to loss in
connection  with such  investments.  The  Partnership's  exposure to loss on the
Local  Limited   Partnerships  is  mitigated  by  the  condition  and  financial
performance of the underlying  Housing  Complexes as well as the strength of the
local  General  Partners  and their  guarantees  against Low Income  Housing Tax
Credit recapture.

Distributions  received from the Local Limited Partnerships are accounted for as
a  reduction  of  the  investment  balance.  Distributions  received  after  the
investment  has reached zero are  recognized  as  distribution  income.  For all
periods  presented,  no investment  accounts in Local Limited  Partnerships  had
reached a zero balance.

Use of Estimates
----------------

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements,  and the  reported  amounts of revenues and expenses
during the reporting  period.  Actual results could materially differ from those
estimates.

Cash and Cash Equivalents
-------------------------

The  Partnership  considers  all  highly  liquid  investments  with an  original
maturity of three  months or less when  purchased  to be cash  equivalents.  The
Partnership had no cash equivalents for all periods presented.

                                       14

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

      For the Quarterly periods ended June 30, 2004, September 30, 2004 and
                                December 31, 2004
                                   (unaudited)

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

Reporting Comprehensive Income
------------------------------

The  Statement of Financial  Accounting  Standards  ("SFAS") No. 130,  Reporting
Comprehensive  Income  established  standards  for the  reporting and display of
comprehensive  income (loss) and its components in a full set of general-purpose
financial statements. The Partnership had no items of other comprehensive income
for all periods presented, as defined by SFAS No. 130.

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

At June 30,  2004,  September  30, 2004 and  December  31, 2004 the  Partnership
maintained  cash  balances at certain  financial  institutions  in excess of the
federally  insured  maximum.  The Partnership  believes it is not exposed to any
significant financial risk on cash.

Income Taxes
------------

No provision for income taxes has been  recorded in the financial  statements as
any  liability  and or benefits  for income  taxes flows to the  partners of the
Partnership and is their obligation and/or benefit.  For income tax purposes the
Partnership reports on a calendar year basis.

Net Loss Per Partnership Unit
-----------------------------

Net loss per Partnership  Unit is calculated  pursuant to Statement of Financial
Accounting  Standards No. 128, Earnings Per Share. Net loss per Partnership Unit
includes no dilution  and is computed  by  dividing  loss  allocated  to Limited
Partners by the weighted average number of Partnership Units outstanding  during
the  period.  Calculation  of  diluted  net  loss  per  Partnership  Unit is not
required.

Impairment
-----------

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

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

Acquisition  fees  and  costs  are  being  amortized  over 30  years  using  the
straight-line  method.  Amortization  expense for each of the three months ended
June 30, 2004 and 2003 was $16,134.  For each of the six months ended  September
30, 2004 and 2003  amortization  expense was  $32,268,  and for each of the nine
months ended December 31, 2004 and 2003 it was $48,402.

Revenue Recognition
-------------------

The  Partnership  is entitled to receive  reporting  fees from the Local Limited
Partnerships.  The  intent  of  the  reporting  fees  is  to  offset  (in  part)
administrative costs incurred by the Partnership in corresponding with the Local
Limited  Partnerships.  Due to the  uncertainty of the collection of these fees,
the Partnership recognizes reporting fees as collections are made.

                                       15

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

      For the Quarterly periods ended June 30, 2004, September 30, 2004 and
                                December 31, 2004
                                   (unaudited)

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

As of  period  presented,  the  Partnership  has  acquired  limited  partnership
interests in fifteen Local Limited Partnerships,  each of which owns one Housing
Complex  consisting of an aggregate of 624 apartment units. The respective Local
General  Partners  of the  Local  Limited  Partnerships  manage  the  day to day
operations  of the entities.  Significant  Local  Limited  Partnership  business
decisions, as defined,  require approval from the Partnership.  The Partnership,
as a Limited  Partner,  is generally  entitled to 99%, as specified in the Local
Limited  Partnership  agreements,  of the operating profits and losses,  taxable
income and losses, and Low tax Credits of the Local Limited Partnerships.

A loss in value from a Local Limited  Partnership other than a temporary decline
is recorded as an  impairment  loss.  Impairment  is measured by  comparing  the
investment  carrying  amount to the sum of the total amount of the remaining tax
credits  allocated  to  the  fund  and  the  estimated  residual  value  to  the
Partnership.  Accordingly,  the  Partnership  recorded  an  impairment  loss  of
$580,301  and  $154,864,  during the three  months ended June 30, 2004 and 2003,
respectively.  There were no additional  impairment losses for the periods ended
September 30, 2004 and 2003 and December 31, 2004 and 2003.

The following is a summary of the equity method  activity of the  investments in
Local Limited Partnerships for the periods presented below:
<TABLE>
<CAPTION>

                                                                   For the Three              For the Year
                                                                   Months Ended                  Ended
                                                                  June 30, 2004             March 31, 2004
                                                              -----------------------      ------------------
                                                               <S>                        <C>
     Investments per balance sheet, beginning of period         $         13,614,334       $       15,089,794
     Impairment loss                                                        (580,301)                (154,864)
     Equity in losses of Local Limited Partnerships                         (314,344)              (1,256,060)
     Amortization of capitalized acquisition fees and
     costs                                                                   (16,134)                 (64,536)
                                                                ---------------------      ------------------
     Investments per balance sheet, end of period               $         12,703,555       $       13,614,334
                                                                =====================      ==================

                                                                   For the Six               For the Year
                                                                   Months Ended                  Ended
                                                                September 30, 2004          March 31, 2004
                                                              -----------------------      ------------------
     Investments per balance sheet, beginning of period        $          13,614,334       $       15,089,794
     Impairment loss                                                        (580,301)                (154,864)
     Equity in losses of Local Limited Partnerships                         (628,688)              (1,256,060)
     Amortization of capitalized acquisition fees and
     costs                                                                   (32,268)                 (64,536)
                                                                ---------------------      ------------------
     Investments per balance sheet, end of period              $          12,373,077       $       13,614,334
                                                                =====================      ==================

                                                                   For the Nine              For the Year
                                                                   Months Ended                  Ended
                                                                December 31, 2004           March 31, 2004
                                                              -----------------------      ------------------
     Investments per balance sheet, beginning of period        $          13,614,334       $       15,089,794
     Impairment loss                                                        (580,301)                (154,864)
     Equity in losses of Local Limited Partnerships                         (943,032)              (1,256,060)
     Amortization of capitalized acquisition fees and
     costs                                                                   (48,402)                 (64,536)
                                                                ---------------------      ------------------
     Investments per balance sheet, end of period              $          12,042,599       $       13,614,334
                                                                =====================      ==================
</TABLE>

                                       16

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

      For the Quarterly periods ended June 30, 2004, September 30, 2004 and
                                December 31, 2004
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                        For the Three Months        For the Year
                                                                               Ended                    Ended
                                                                           June 30, 2004             March 31, 2004
                                                                       -----------------------     --------------------
                                                                      <S>                          <C>
Investments in Local Limited Partnerships, net                         $           11,171,498      $        12,066,143
Acquisition fees and costs, net of accumulated amortization of
$403,677 and $387,543                                                               1,532,057                1,548,191
                                                                       -----------------------     --------------------
Investments per balance sheet, end of period                           $           12,703,555      $        13,614,334
                                                                       =======================     ====================


                                                                         For the Six Months
                                                                               Ended               For the Year Ended
                                                                         September 30, 2004          March 31, 2004
                                                                       -----------------------     --------------------
Investments in Local Limited Partnerships, net                         $           10,857,154      $        12,066,143
Acquisition fees and costs, net of accumulated amortization of
$419,811 and $387,543                                                               1,515,923                1,548,191
                                                                       -----------------------     --------------------
Investments per balance sheet, end of period                           $           12,373,077      $        13,614,334
                                                                       =======================     ====================
</TABLE>

                                       17

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

      For the Quarterly periods ended June 30, 2004, September 30, 2004 and
                                December 31, 2004
                                   (unaudited)

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued
-------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                        For the Nine Months
                                                                               Ended               For the Year Ended
                                                                         December 31, 2004           March 31, 2004
                                                                       -----------------------     --------------------
                                                                      <S>                         <C>
Investments in Local Limited Partnerships, net                         $           10,542,810      $        12,066,143
Acquisition fees and costs, net of accumulated amortization of
$435,945 and $387,543                                                               1,499,789                1,548,191
                                                                       -----------------------     --------------------
Investments per balance sheet, end of period                           $           12,042,599      $        13,614,334
                                                                       =======================     ====================
</TABLE>


Selected financial information for the three months ended June 30, 2004 and 2003
from the unaudited combined condensed financial  statements of the Local Limited
Partnerships in which the Partnership has invested is as follows:

                   COMBINED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                        2004                       2003
                                                               ----------------------      ------------------
                                                              <S>                        <C>
        Revenues                                               $            782,000       $        776,000
                                                               ----------------------      ------------------
        Expenses:
          Interest expense                                                  227,000                236,000
          Depreciation and amortization                                     312,000                320,000
          Operating expenses                                                559,000                531,000
                                                               ----------------------      ------------------
            Total expenses                                                1,098,000              1,087,000
                                                               ----------------------      ------------------

        Net loss                                               $           (316,000)       $      (311,000)
                                                               ======================      ==================
        Net loss allocable to the Partnership                  $           (314,000)       $      (308,000)
                                                               ======================      ==================
        Net loss recorded by the Partnership                   $           (314,000)       $      (308,000)
                                                               ======================      ==================
</TABLE>

                                       18

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

      For the Quarterly periods ended June 30, 2004, September 30, 2004 and
                                December 31, 2004
                                   (unaudited)

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

Selected  financial  information for the six months ended September 30, 2004 and
2003 from the unaudited  combined  condensed  financial  statements of the Local
Limited Partnerships in which the Partnership has invested is as follows:

                   COMBINED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                               2004                    2003
                                                                        -------------------    ---------------------
                                                                       <S>                    <C>
                Revenues                                                $        1,564,000     $          1,553,000
                                                                        -------------------    ---------------------
                Expenses:
                  Interest expense                                                 453,000                  471,000
                  Depreciation and amortization                                    625,000                  640,000
                  Operating expenses                                             1,119,000                1,062,000
                                                                        -------------------    ---------------------
                Total expenses                                                   2,197,000                2,173,000
                                                                        -------------------    ---------------------

                Net loss                                                $         (633,000)    $           (620,000)
                                                                        ===================    =====================
                Net loss allocable to the Partnership                   $         (629,000)    $           (617,000)
                                                                        ===================    =====================
                Net loss recorded by the Partnership                    $         (629,000)    $           (617,000)
                                                                        ===================    =====================
</TABLE>

Selected  financial  information for the nine months ended December 31, 2004 and
2003 from the unaudited  combined  condensed  financial  statements of the Local
Limited Partnerships in which the Partnership has invested is as follows:

                   COMBINED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                        2004                     2003
                                                               ----------------------      ------------------
                                                              <S>                         <C>
        Revenues                                               $           2,347,000       $       2,329,000
                                                               ----------------------      ------------------
        Expenses:
          Interest expense                                                   680,000                 707,000
          Depreciation and amortization                                      937,000                 960,000
          Operating expenses                                               1,678,000               1,593,000
                                                               ----------------------      ------------------
        Total expenses                                                     3,295,000               3,260,000
                                                               ----------------------      ------------------

        Net loss                                               $            (948,000)      $        (931,000)
                                                               ======================      ==================

        Net loss allocable to the Partnership                  $            (943,000)      $        (926,000)
                                                               ======================      ==================

        Net loss recorded by the Partnership                   $            (943,000)      $        (926,000)
                                                               ======================      ==================
</TABLE>

Certain Local Limited  Partnerships have incurred  significant  operating losses
and/or 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  Partners  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.

                                       19

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

      For the Quarterly periods ended June 30, 2004, September 30, 2004 and
                                December 31, 2004
                                   (unaudited)

NOTE 3 - RELATED PARTY TRANSACTIONS
-----------------------------------

Under the terms of the  Partnership  Agreement,  the  Partnership has paid or is
obligated to the General Partner or its affiliates the following fees:

(a)  Acquisition  fees  of up to 7% of the  gross  proceeds  from  the  sale  of
     Partnership  Units as compensation for services rendered in connection with
     the  acquisition of Local Limited  Partnerships.  At the end of all periods
     presented,   the  Partnership  incurred  acquisition  fees  of  $1,750,000.
     Accumulated amortization of these capitalized costs was $395,269, $380,684,
     $366,099 and $351,514 as of December 31, 2004, September 30, 2004, June 30,
     2004 and March 31, 2004, respectively.

(b)  Reimbursement  of costs incurred by the General  Partner or an affiliate of
     Associates   in   connection   with  the   acquisition   of  Local  Limited
     Partnerships.  These  reimbursements  have not  exceeded  1.5% of the gross
     proceeds. As of the end of all periods presented,  the Partnership incurred
     acquisition  costs of $185,734,  which have been included in investments in
     Local Limited Partnerships.  Accumulated amortization was $40,676, $39,127,
     $37,578,  and $36,029 as of December 31, 2004, September 30, 2004, June 30,
     2004 and March 31, 2004, respectively.

(c)  An annual asset  management  fee in an amount equal to 0.2% of the Invested
     Assets of the Partnership,  as defined.  "Invested Assets" means the sum of
     the  Partnership's   Investment  in  Local  Limited  Partnerships  and  the
     Partnership's  allocable  share of the amount of the mortgage  loans on and
     other debts related to, the Housing  Complexes  owned by such Local Limited
     Partnerships. Asset management fees of $17,517 were incurred during each of
     the three months  ended June 30, 2004 and 2003.  For each of the six months
     ended  September  30,  2004  and  2003,  the  Partnership   incurred  asset
     management fees of $35,034. Management fees of $52,551 were incurred during
     each of the nine months ended December 31, 2004 and 2003.  The  Partnership
     paid the General  Partner or its affiliates $0 of those fees during each of
     he three  months  ended June 30,  2004 and 2003.  For the six months  ended
     September  30,  2004  and  2003  the  Partnership   paid  $0  and  $10,000,
     respectively. For each of the nine months ended December 31, 2004 and 2003,
     the Partnership paid $0 and $10,000, respectively.

(d)  A subordinated  disposition fee is an amount equal to 1% of the sales price
     of real estate  sold.  Payment of this fee is  subordinated  to the Limited
     Partners  receiving a preferred return of 12% through December 31, 2008 and
     6% thereafter (as defined in the Partnership Agreement) and is payable only
     if the  General  Partner or its  affiliates  render  services  in the sales
     effort.   No  disposition   fees  have  been  earned  and/or  paid  to  the
     Partnership.

(e)  The  Partnership  reimburses  the  General  Partner or its  affiliates  for
     operating expenses incurred on behalf of the Partnership. Operating expense
     reimbursements  were approximately $0 during each of the three months ended
     June 30, 2004 and 2003 and for each of the six months ended  September  30,
     2004 and  2003.  For the nine  months  ended  December  31,  2004 and 2003,
     operating expense reimbursements were $12,370 and $3,183, respectively.

                                       20

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

      For the Quarterly periods ended June 30, 2004, September 30, 2004 and
                                December 31, 2004
                                   (unaudited)

NOTE 3 - RELATED PARTY TRANSACTIONS, continued
----------------------------------------------

     (f)  Due from  affiliates  in the  amount  of  $11,114  is  recorded  as of
          December 31,  2004,  September  30, 2004,  June 30, 2004 and March 31,
          2004.

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

                                               June 30, 2004       September 30,         December 31,        March 31, 2004
                                                                        2004                 2004
                                              ----------------    -----------------    -----------------     ---------------
                                            <S>                 <C>                   <C>                   <C>
       Accrued asset management fees         $        225,090    $         242,607     $        260,124      $      207,573
       Expenses paid by the General
       Partners or an affiliates
       on behalf of the Partnership                   441,694              457,895              446,126             435,789
                                              ----------------    -----------------    -----------------     ---------------
       Total                                 $        666,784    $         700,502     $        706,250      $      643,362
                                              ================    =================    =================     ===============
</TABLE>

The General  Partner and/or its affiliates do not anticipate  that these accrued
fees will be paid in full until such time as capital  reserves  are in excess of
future foreseeable working capital requirements of the Partnership.

NOTE 4 - PAYABLES TO LOCAL LIMITED PARTNERSHIPS
-----------------------------------------------

Payables  to Local  Limited  Partnerships  represent  amounts  which  are due at
various  times based on conditions  specified in the Local  Limited  Partnership
agreements.  These  contributions  are payable in installments and are generally
due  upon  the  Local  Limited  Partnerships  achieving  certain  operating  and
development  benchmarks (generally within two years of the Partnership's initial
investment).  As of June 30, 2004,  September  30,  2004,  December 31, 2004 and
March 31, 2004 $156,021, $143,271, $0 and $163,671 respectively was payable.

NOTE 5 -ADVANCES TO LOCAL LIMITED PARTNERSHIPS
----------------------------------------------

During the nine  months  ended  December  31,  2004,  the  Partnership  advanced
approximately  $49,000  to one of the Local  Limited  Partnerships  in which the
Partnership is a limited partner.  These advances were used to facilitate timely
escrow  payments.As  of December 31, 2004,  total advances made to Local Limited
Partnerships were $834,501, all of which was reserved.The Partnership determined
the  recoverability  of these  advances to be  improbable  and,  accordingly,  a
reserve had been recorded.

Income of $118,272  was  recognized  in the quarter  ended  December 31, 2004 as
recovery  of bad  debt.  This  was  due to  advances  made  to a  Local  Limited
Partnership that were  subsequently  reserved in previous years.  However,  upon
further  research and  understanding  among the parties it was  determined  that
capital contributions  payables which were originally  established by setting up
an escrow disbursement  account would not be paid due to the advances previously
made and other extenuating situations.

                                       21

<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,  this
"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 the
Partnership  or persons  acting on its behalf are  expressly  qualified in their
entirety by  cautionary  statements in this Form 10-Q and in other reports filed
with the Securities and Exchange Commission.  The following discussion should be
read in conjunction with the Financial Statements and the Notes thereto included
elsewhere in this filing.

The following discussion and analysis compares the results of operations for the
three  months  ended  June 30,  2004 and 2003,  the three and six  months  ended
September  30, 2004 and 2003,  and the three and nine months ended  December 31,
2004 and 2003, and should be read in conjunction with the condensed consolidated
financial statements and accompanying notes included within this report.

Financial Condition

The  Partnership's  assets at June 30, 2004  consisted  primarily  of $12,000 in
cash,  $210,000  being held in an escrow  account,  $11,000 of other  assets and
aggregate  investments in the fifteen Local Limited Partnerships of $12,704,000.
Liabilities  at June 30,  2004  primarily  consisted  of $156,000 of payables to
Local Limited Partnerships, $667,000 of accrued annual asset management fees and
reimbursement for expenses paid by the General Partner and/or its affiliates.

The Partnership's assets at September 30, 2004 consisted primarily of $30,000 in
cash,  $210,000  being held in an escrow  account,  $11,000 of other  assets and
aggregate  investments in the fifteen Local Limited Partnerships of $12,373,000.
Liabilities at September 30, 2004 primarily consisted of $143,000 of payables to
Local Limited Partnerships, $701,000 of accrued annual asset management fees and
reimbursement for expenses paid by the General Partner and/or its affiliates.

The Partnership's assets at December 31, 2004 consisted primarily of $157,000 in
cash,  $11,000 of other assets and  aggregate  investments  in the fifteen Local
Limited Partnerships of $12,043,000.  Liabilities at December 31, 2004 consisted
of  $706,000 of accrued  annual  asset  management  fees and  reimbursement  for
expenses paid by the General Partner and/or its affiliates.

Results of Operations

Three Months  Ended June 30, 2004  Compared to Three Months Ended June 30, 2003.
The  Partnership's  net loss  for the  three  months  ended  June  30,  2004 was
$(931,000), reflecting an increase of approximately $(411,000) from the net loss
of $(520,000) for the three months ended June 30, 2003. The increase in net loss
was  primarily  due to the  increase  in  impairment  loss  of  $(425,000).  The
impairment  loss can vary each year  depending  on the  annual  decrease  in Low
Income  Housing  Tax  Credits  allocated  to the  Partnership  and  the  current
estimated  residual value of the  investments  compared to the current  carrying
value of each of the investments. There was also an increase of equity in losses
of limited  partnerships which increased by $(6,000) to $(314,000) for the three
months ended June 30, 2004 from  $(308,000)  for the three months ended June 30,
2003.  The equity in losses can vary each year  depending on the  operations  of
each of the Local Limited  Partnerships.  Additionally  the accounting and legal
expenses  decreased by $3,000 for the three months ended June 30, 2004  compared
to the three months ended June 30, 2003 due to a timing issue of accounting work

                                       22

<PAGE>

being  performed.  The other  operating  expenses  also  increased  by $(2,000).
Additionally  the reporting fee income  increased by $2,000 for the three months
ended June 30, 2004  compared to the three months ended June 30, 2003 due to the
fact that Local Limited  Partnerships  pay the reporting fee to the  Partnership
when the Local Limited Partnership's cash flow will allow for the payment. There
was a decrease of $17,000 in bad debt  expense for the three  months  ended June
30,  2004 due to an advance  being made during the three  months  ended June 30,
2003 and reserved  for in the same  quarter.  A Local  Limited  Partnership  was
experiencing some operations  issues and the Partnership  advanced the fund that
were necessary.

Three  Months  Ended  September  30,  2004  Compared to the Three  Months  Ended
September  30,  2003  The  Partnership's  net loss for the  three  months  ended
September  30,  2004 was  $(334,000),  reflecting  a decrease  of  approximately
$(9,000)  from the net loss of $(343,000)  for the three months ended  September
30,  2003.  There was an  increase  of equity in losses of limited  partnerships
which  increased by $(6,000) to $(314,000) for the three months ended  September
30, 2004 from  $(308,000)  for the three months ended  September  30, 2003.  The
equity in losses can vary each year  depending on the  operations of each of the
Local Limited  Partnerships.  Additionally the reporting fee income increased by
$5,000 for the three  months  ended  September  30,  2004  compared to the three
months ended September 30, 2003 due to the fact that Local Limited  Partnerships
pay the reporting fee to the  Partnership  when the Local Limited  Partnership's
cash flow  will  allow  for the  payment.  The  accounting  and  legal  expenses
decreased by $10,000 for the three months ended  September  30, 2004 compared to
the three months ended September 30, 2003. As discussed in the above  comparison
between  three  months ended June 30, 2004 and three months ended June 30, 2003,
the difference in the accounting expense is a timing issue.

Six Months Ended  September 30, 2004 Compared to the Six Months Ended  September
30, 2003 The  Partnership's net loss for the six months ended September 30, 2004
was  $(1,265,000),  reflecting an increase of approximately  $(402,000) from the
net loss of $(863,000) for the six months ended September 30, 2003. The increase
in net loss was primarily due to the increase in impairment  loss of $(425,000).
The impairment  loss can vary each year depending on the annual  decrease in Low
Income  Housing  Tax  Credits  allocated  to the  Partnership  and  the  current
estimated  residual value of the  investments  compared to the current  carrying
value of each of the  investments.  The reporting fee income increased by $7,000
for the six months  ended  September  30, 2004  compared to the six months ended
September  30,  2003 due to the fact that  Local  Limited  Partnerships  pay the
reporting fee to the Partnership when the Local Limited  Partnership's cash flow
will allow for the payment. Additionally, there was a decrease of $17,000 in bad
debt expense for the six months ended September 30, 2004 due to an advance being
made during the six months ended September 30, 2003 and reserved for in the same
quarter. Additionally the accounting and legal expenses decreased by $13,000 for
the six months  ended  September  30,  2004  compared  to the six  months  ended
September 30, 2003 due to the timing issue of accounting  work being  performed.
There was also an  increase  of equity in losses of limited  partnerships  which
increased by $(12,000) to $(629,000) for the six months ended September 30, 2004
from  $(617,000)  for the six months ended  September  30,  2003.  The equity in
losses  can vary  each year  depending  on the  operations  of each of the Local
Limited  Partnerships.  Interest  income  decreased  by  $(1,000)  along with an
increase  in  other  operating  expenses  of  $1,000  for the six  months  ended
September 30, 2004.

Three Months Ended December 31, 2004 Compared to the Three Months Ended December
31, 2003 The Partnership's net loss for the three months ended December 31, 2004
was $(275,000), reflecting a decrease of approximately $70,000 from the net loss
of  $(346,000)  for the three  months ended  December 31, 2003.  The decrease is
largely due to $118,000  in  recovery  of bad debt that was  recognized  for the
three months ended  December 31, 2004  compared to $0 for the three months ended
December 31, 2003. This was due to advances made to a Local Limited  Partnership
that were  subsequently  reserved  in  previous  years.  However,  upon  further
research  and  understanding  among the parties it was  determined  that capital
contributions payables which were originally established by setting up an escrow
disbursement  account would not be paid due to the advances  previously made and
other extenuating situations.  There was also an increase of equity in losses of
limited  partnerships  which  increased by $(6,000) to $(314,000)  for the three
months  ended  December  31, 2004 from  $(308,000)  for the three  months  ended
December  31,  2003.  The equity in losses can vary each year  depending  on the
operations of each of the Local Limited Partnerships.  Additionally, there was a
increase of $(49,000)  in bad debt  expense for the three months ended  December
31,  2004 due to an advance  being made  during that three month time period and
being  reserved for in the same quarter.  Additionally  the accounting and legal
expenses  decreased  by $1,000 for the three  months  ended  December  31,  2004
compared to the three months ended  December 31, 2003 due to the timing issue of
accounting work being performed.  The other operating expenses also decreased by
$2,000 along with a $4,000 increase in interest income due.

                                       23

<PAGE>

Nine Months Ended  December 31, 2004 Compared to Nine Months Ended  December 31,
2003 The  Partnership's net loss for the nine months ended December 31, 2004 was
$(1,540,000),  reflecting an increase of  approximately  $(331,000) from the net
loss of  $(1,209,000)  for the nine months ended December 31, 2003. The increase
in net loss was primarily due to the increase in impairment  loss of $(425,000).
The impairment  loss can vary each year depending on the annual  decrease in Low
Income  Housing  Tax  Credits  allocated  to the  Partnership  and  the  current
estimated  residual value of the  investments  compared to the current  carrying
value of each of the  investments.  The reporting fee income increased by $7,000
for the nine months ended  December  31, 2004  compared to the nine months ended
December  31,  2003 due to the fact  that  Local  Limited  Partnerships  pay the
reporting fee to the Partnership when the Local Limited  Partnership's cash flow
will allow for the payment. Additionally,  there was an increase of $(32,000) in
bad debt  expense for the nine months  ended  December  31, 2004 due to advances
being made and  reserved  for in the same  quarter  during the nine months ended
December  31, 2003 of $17,000  compared to the $49,000 for the nine months ended
December 31, 2004. The  accounting  and legal expenses  decreased by $15,000 for
the nine  months  ended  December  31, 2004  compared  to the nine months  ended
December 31, 2003 due to the timing issue of  accounting  work being  performed.
Interest income increased by approximately $3,000. There was also an increase of
equity in  losses of  limited  partnerships  which  increased  by  $(18,000)  to
$(943,000) for the nine months ended  December 31, 2004 from  $(925,000) for the
nine months ended  December  31,  2003.  The equity in losses can vary each year
depending on the operations of each of the Local Limited Partnerships. There was
also a recovery of bad debt of $118,000 that was  recognized for the nine months
ended  December 31, 2004  compared to $0 for the nine months ended  December 31,
2003.  This was due to advances  made to a Local Limited  Partnership  that were
subsequently  reserved in previous  years.  However,  upon further  research and
understanding  among the parties it was  determined  that capital  contributions
payables which were originally  established by setting up an escrow disbursement
account  would  not be  paid  due to the  advances  previously  made  and  other
extenuating situations.

Capital Resources and Liquidity

Three  Months  Ended June 30, 2004  Compared to Three Months Ended June 30, 2003
Net cash used during the three months ended June 30, 2004 was $(5,000), compared
to net cash  provided  during the three  months  ended June 30,  2003 of $1,000,
reflecting  a change of  $(6,000).  The  change was due to an  $(8,000)  capital
contribution paid to a Local Limited Partnership for the three months ended June
30, 2004 compared to $0 in capital contributions being paid for the three months
ended June 30,  2003.  The capital  contribution  payment was offset by a $2,000
increase in  reporting  fees that was  collected by the  Partnership  during the
three months ended June 30, 2004 compared to June 30, 2003.

Six Months Ended  September 30, 2004 Compared to Six Months Ended  September 30,
2003 Net cash  provided  during  the six months  ended  September  30,  2004 was
$13,000, compared to net cash provided during the six months ended September 30,
2003 of $3,000, reflecting a change of $10,000. This change was due to a $17,000
advance  made  to a Local  Limited  Partnership  during  the  six  months  ended
September  30,  2003  compare to no advances  made  during the six months  ended
September  30,  2004.  The  reporting  fee  income  increased  by  $7,000  which
contributed  to the  increase in cash  provided  by  operating  activities.  The
General  Partner or an affiliate  advanced  $13,000 to the  Partnership,  so the
Partnership could make its capital  contribution to a Local Limited Partnership.
Finally,  there was a capital  contribution of $(21,000) made to a Local Limited
Partnership

Nine Months Ended  December 31, 2004 Compared to Nine Months Ended  December 31,
2003 Net cash  provided  during the nine  months  ended  December  31,  2004 was
$140,000,  which  reflected a $140,000  increase.  The increase was due in large
part to the  $210,000 of cash that was being held in an escrow  account that was
released to the  Partnership  during the nine months  ended  December  31, 2004.
There was also an  increase  of  $(32,000)  of cash used for  advances  to Local
Limited  Partnerships.   For  the  nine  months  ended  December  31,  2004  the
Partnership advanced $49,000 to Local Limited  Partnerships  compared to $17,000
for the nine months  ended  December  31,  2003.  During the nine  months  ended
December  31,  2003 there was  $17,000 in capital  contribution  payments to the
Local  Limited  Partnerships  compared  to  $45,000  for the nine  months  ended
December 31, 2003.  Lastly,  during the nine months ended  December 31, 2004 the
Partnership paid the General Partner or an affiliate $(10,000) for accrued asset
management fees compared to $0 for the nine months ended December 31, 2003.

The Partnership  expects its future cash flows,  together with its net available
assets as of December 31, 2004, to be  insufficient  working capital to fund its
operations.  Associates  has agreed to continue  providing  advances  sufficient
enough to fund the operations and working capital requirements of he Partnership
through April 30, 2009.

                                       24

<PAGE>

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

          NOT APPLICABLE

Item 4.   Controls and Procedures

          As of the end of the period covered by this report,  the Partnership's
          General Partner,  under the supervision and with the  participation of
          the Chief Executive  Officer and Chief Financial Officer of Associates
          carried  out  an  evaluation  of  the   effectiveness  of  the  Fund's
          "disclosure controls and procedures" as defined in Securities Exchange
          Act of 1934 Rule  13a-15 and  15d-15.  Based on that  evaluation,  the
          Chief  Executive  Officer and Chief  Financial  Officer have concluded
          that  as of  the  end  of the  period  covered  by  this  report,  the
          Partnership's  disclosure  controls and  procedures  were adequate and
          effective in timely alerting them to material  information relating to
          the Partnership required to be included in the Partnership's  periodic
          SEC filings.

          Changes  in   internal   controls.   There  were  no  changes  in  the
          Partnership's  internal control over financial reporting that occurred
          during  the  quarters  ended June 30,  2004,  September  30,  2004 and
          December 31, 2004 that materially  affected,  or are reasonably likely
          to  materially  affect,   the  Partnership's   internal  control  over
          financial reporting.

Part II.  Other Information

Item 1.   Legal Proceedings

          NONE

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

          NONE

Item 3.   Defaults Upon Senior Securities

          NONE

Item 4.   Submission of Matters to a Vote of Security Holders

          NONE

Item 5.   Other Information

          NONE

                                       25

<PAGE>

Item 6.   Exhibits

31.1      Certification  of the  Principal  Executive  Officer  pursuant to Rule
          13a-14  and  15d-14,  as  adopted  pursuant  to  section  302  of  the
          Sarbanes-Oxley Act of 2002. (filed herewith)

31.2      Certification  of the  Principal  Financial  Officer  pursuant to Rule
          13a-14  and  15d-14,  as  adopted  pursuant  to  section  302  of  the
          Sarbanes-Oxley Act of 2002. (filed herewith)

32.1      Section 1350  Certification  of the Chief  Executive  Officer.  (filed
          herewith)

32.2      Section 1350  Certification  of the Chief  Financial  Officer.  (filed
          herewith)


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

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


By:  WNC & ASSOCIATES, INC.        General Partner




By: /s/ Wilfred N. Cooper, Jr.
------------------------------

Wilfred N. Cooper, Jr.
Chairman and Chief Executive Officer of WNC & Associates, Inc.

Date: May 16, 2008




By:  /s/ Thomas J. Riha
-----------------------

Thomas J. Riha
Senior Vice-President - Chief Financial Officer of WNC & Associates, Inc.

Date: May 16, 2008





                                       26