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, 1998

                                       OR

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

For the transition period from ________ to ___________

Commission file number: 333-24111


                      WNC HOUSING TAX CREDIT FUND VI, L.P.,
                              Series 5 and Series 6

California                                       33-0775418       (Series 5)
                                                 33-0761578       (Series 6)
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                   Identification No.)


3158 Redhill Avenue, Suite 120
Costa Mesa, CA  92626
(Address of principal executive offices)

(714) 662-5565
(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 X No ____



<PAGE>
           WNC HOUSING TAX CREDIT FUND VI, L.P., Series 5 and Series 6

                               INDEX TO FORM 10-Q

                       FOR THE QUARTER ENDED JUNE 30, 1998

PART I. FINANCIAL INFORMATION
Section A.  Series 5
Item 1.  Financial Statements
  Balance Sheet, June 30, 1998 and December 31, 1997                        2
  Statement of Operations For the Three and Six Months ended
    June 30, 1998                                                           3
  Statement of Partners' Equity
    For the Six Months ended June 30, 1998                                  4
  Statement of Cash Flows
    For the Six Months ended June 30, 1998                                  5
  Notes to Financial Statements                                             7
Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                         12
Item 3.  Quantitative and Qualitative Disclosures About Market Risks       14  

Section B   Series 6
Series 6 currently has had no operations. Accordingly, only the balance sheet is
included herein for Series 6.
Item 1.  Financial Statements
         Balance Sheet, June 30, 1998                                      15  
         Notes to Balance Sheet                                            16
Item 2.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                        18
Item 3.  Quantitative and Qualitative Disclosures About Market Risks`      19

PART II. OTHER INFORMATION
Section A .   Series 5
Item 1.  Legal Proceedings                                                 20
Item 2.  Changes in Securities and Use of Proceeds                         20
Item 3.  Defaults Upon Senior Securities                                   20
Item 4.  Submission of Matters to a Vote of Security Holders               20
Item 5.  Other Information                                                 20
Item 6.  Exhibits and Reports on Form 8-K                                  21

Section B.  Series 6
Item 1.  Legal Proceedings                                                 21
Item 2.  Changes in Securities and Use of Proceeds                         21
Item 3.  Defaults Upon Senior Securities                                   21
Item 4.  Submission of Matters to a Vote of Security Holders               21
Item 5.  Other Information                                                 21
Item 6.  Exhibits and Reports on Form 8-K                                  22

Signatures                                                                 23


<PAGE>

Part I.  Finacial Information
Section A. Series 5

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

                                 BALANCE SHEETS
                       June 30, 1998 and December 31, 1997

                                                    1998               1997
                                                    ----               ----
                                     ASSETS

Cash and cash equivalents                $      11,960,295   $      5,498,424
Subscriptions receivable - Note 6                1,644,250            631,885
Loans receivable - Note 2                          380,194            878,894
Investment in limited
 partnerships - Note 3                          10,443,594          2,398,460
Other assets                                        27,432              5,042
                                                ----------          ---------
                                         $      24,455,765   $      9,412,705  
                                                ==========          =========


                        LIABILITIES AND PARTNERS' EQUITY

Liabilities:
Payable to limited partnerships 
  - Note 5                               $       2,874,296   $        860,671  
Accrued fees and expenses due to
  general partner and affiliates 
  - Note 4                                       1,035,683            361,900
                                                ----------          ---------
                                                 3,909,979          1,222,571
                                                ----------          --------- 
Commitments and contingencies 
- Note 8 Partners' equity (deficit):
 General partner                                   (14,204)           (12,452)
 Limited partners (25,000 units authorized,
  24,638 and 9,834 units issued
  and outstanding at June 30, 1998 and
  December 31, 1997, respectively)              20,559,990          8,202,586  
                                                ----------          ---------
Total partners' equity                          20,545,786          8,190,134
                                                ----------          ---------  
                                         $      24,455,765      $   9,412,705
                                                ==========          =========
                                    UNAUDITED
                 See Accompanying Notes to Financial Statements

                                        2



<PAGE>

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


                             STATEMENT OF OPERATIONS

                For The Three and Six Months Ended June 30, 1998

                                                Three              Six
                                                Months            Months
                                                ------            ------

Interest income                      $          70,471    $       123,367
                                               -------            -------

Operating expenses:
Amortization                                    10,396             17,160
Asset management fees -Note 4                   17,163             18,035
Other                                            3,568              3,568
                                               -------            -------

Total operating expenses                        31,127             38,763
                                               -------            -------

Income from operations                          39,344             84,604

Equity in loss from
 limited partnerships - Note 3                 (12,515)           (26,100)
                                               -------            -------      

Net income                           $          26,829    $        58,504
                                               =======            =======

Net income allocated to:
  General partner                    $              27    $            59
                                               =======            =======

  Limited partners                   $          26,802    $        58,445
                                               =======            =======

Net income per weighted limited
 partner units (15,790)              $            1.70    $          3.70
                                               =======            =======



                                    UNAUDITED
                 See Accompanying Notes to Financial Statements

                                        3



<PAGE>

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

                     STATEMENT OF PARTNERS' EQUITY (DEFICIT)

                     For The Six Months Ended June 30, 1998



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


Equity (deficit), December 31, 1997     $ (12,452)  $  8,202,586  $  8,190,134

Capital contributions                                 14,769,145    14,769,145

Offering expenses                          (1,811)    (1,809,436)   (1,811,247)

Capital issued for notes receivable -
   Note 6                                               (660,750)     (660,750)

                                                                  
Net income                                     59         58,445        58,504
                                          -------     ----------    ----------
                                                                              

Equity (deficit), June 30, 1998         $ (14,204)  $ 20,559,990  $ 20,545,786
                                          =======     ==========    ==========








                                    UNAUDITED
                 See Accompanying Notes to Financial Statements

                                        4


<PAGE>

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

                             STATEMENT OF CASH FLOWS
                     For the Six Months Ended June 30, 1998


                                                                1998
                                                                ---- 
Cash flows used by operating activities:
 Net income                                            $       58,504
  Adjustments to reconcile net income to net
  cash used in operating activities:
   Equity in loss of limited partnerships                      26,100
   Amortization                                                17,160
   Asset management fee                                        18,035
   Change in other assets                                     (22,390)
   Change in accrued fees and expenses
    due to general partner and affiliates                      (6,913)
                                                          -----------
     Net cash provided by operating activities                 90,496
                                                          -----------

Cash flows used by investing activities:
  Investment in limited partnerships                       (4,489,497)
  Acquisition fees and costs                                 (784,589)
  Distributions from limited partnerships                         315
                                                          -----------

    Net cash used by investing activities                  (5,273,771)
                                                          -----------

Cash flows provided by financing activities:
  Capital contributions                                    13,096,030
  Offering expenses                                        (1,450,884)
   Net cash provided by financing activities               11,645,146
                                                          -----------

Net increase in cash and cash equivalents                   6,461,871
Cash and cash equivalents, beginning of period              5,498,424
                                                          -----------

Cash and cash equivalent, end of period                $   11,960,295
                                                          ===========

(Continued)
                                    UNAUDITED
                 See Accompanying Notes to Financial Statements

                                        5


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


                       STATEMENT OF CASH FLOWS (CONTINUED)

                     For the Six Months Ended June 30, 1998


SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES:

During the six months  ended June 30, 1998  Series 5 incurred,  but did not pay,
$662,661 of payables to affiliates for acquisitions costs, and fees and offering
expenses (see Note 4).

During the six months  ended June 30, 1998  Series 5 incurred,  but did not pay,
$2,013,625 of payables to limited partnership in connection with the acquisition
of limited partnership interests.

During the six months ended June 30, 1998 Series 5 applied  $498,700 from a loan
receivable to the respective note payables to limited  partnership in connection
with the acquisition of limited partnership interests.

During the six months ended June 30, 1998 $660,750 of capital contributions were
recorded as notes  receivable  and  $1,012,365  were  recorded as  subscriptions
receivable.









                                    UNAUDITED
                 See Accompanying Notes to Financial Statements

                                        6



<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS
                                  June 30, 1998


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

Organization
------------
WNC Housing Tax Credit Fund,  VI,  L.P.,  Series 5 ("Series 5") was formed under
the California  Revised  Limited  Partnership Act on March 3, 1997 and commenced
operations on August 29, 1997.  Series 5 was formed to invest primarily in other
limited  partnerships which will own and operate  multi-family housing complexes
that will qualify for low income housing credits.

The information  contained in the following notes to the financial statements is
condensed  from that  which  would  appear in the annual  financial  statements;
accordingly,  the  financial  statements  included  herein should be reviewed in
conjunction with the financial statements and related notes thereto contained in
Series 5's Annual Report of December 31, 1997.

In  the  opinion  of  the  management,   the  accompanying  unaudited  financial
statements  contain  all  adjustments   (consisting  of  only  normal  recurring
accruals) necessary to present fairly the financial position as of June 30, 1998
and the results of operations and changes in cash flows for the six months ended
June 30, 1998.  Accounting  measurements  at interim  dates  inherently  involve
greater  reliance on estimates  than at year end. The results of operations  for
the interim period  presented are not necessarily  indicative of the results for
the entire year.

The  general  partner  of  Series  5 is WNC &  Associates,  Inc.  (the  "General
Partner"). Wilfred N. Cooper, Sr., through the Cooper Revocable Trust, owns just
less than 70% of the outstanding stock of WNC & Associates, Inc. John B. Lester,
Jr. is the  original  limited  partner of Series 5 and owns,  through the Lester
Family Trust,  just less than 30% of the outstanding  stock of WNC & Associates,
Inc.

Pursuant to the  Partnership  Agreement,  Series 5 is  authorized to sell 25,000
units of limited  partnership  interests  ("Units")  at $1,000 per Unit of which
24,638 Units in the amount of $24,564,525 had been sold as of June 30, 1998,.

Allocations Under the Terms of the Partnership Agreement
--------------------------------------------------------
The General Partner has a .01% interest in operating profits and losses, taxable
income  and loss and in cash  available  for  distribution  from  Series  5. The
limited  partners  will be  allocated  the  remaining  99.9% of  these  items in
proportion to the number of their respective Units.

                                        7


<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  June 30, 1998

NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
--------------------------------------------------------------

Allocations Under the Terms of the Partnership Agreement (Continued)
After the limited  partners have received sale or refinancing  proceeds equal to
their capital contributions and their return on investment (as defined in Series
5's  Agreement of Limited  Partnership)  and the General  Partner has received a
subordinated  disposition fee (as described in Note 3 below) any additional sale
or  refinancing  proceeds will be  distributed  90% to the limited  partners (in
proportion  to the  number of their  respective  Units)  and 10% to the  General
Partner.

Method of Accounting For Investment in Limited Partnerships
Series 5 accounts for its investments in limited  partnerships  using the equity
method of accounting,  whereby  Series 5 adjusts its investment  balance for its
share  of  each  limited   partnership's  results  of  operations  and  for  any
distributions received.  Costs incurred by Series 5 in acquiring the investments
in limited partnerships are capitalized as part of the investment.

Losses from the limited  partnerships  will not be recognized to the extent that
the individual investment balance would be adjusted below zero.

Cash and Cash Equivalents
-------------------------
Series 5 considers all bank certificates of deposit with a maturity of less than
three months to be cash equivalents.

Offering Expenses
-----------------
Offering  expenses consist of underwriting  commissions,  legal fees,  printing,
filing and  recordation  fees, and other costs incurred with selling Units.  The
General  Partner is  obligated to pay all  offering  and  organization  costs in
excess of 14.5%  (including sales  commissions) of the total offering  proceeds.
Offering expenses are reflected as a reduction of partners' capital.



                                        8


<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  June 30, 1998


NOTE 2 - LOANS RECEIVABLE
-------------------------

Loans  receivable  represent  amounts  loaned  by  Series 5 to  certain  limited
partnerships  in which Series 5 may invest.  These loans will be applied against
the first  capital  contribution  due if Series 5 ultimately  acquires a limited
partnership  interest.  In the event  that  Series 5 does not  acquire a limited
partnership  interest,  the loans are to be repaid with interest at a rate which
is equal to the rate charged to an affiliate of the general  partner  (8.75 % at
June 30,1998). Loans receivable of $498,700 at December 31, 1997 were applied to
capital  contributions due for limited partnership interests acquired in January
1998.  Loans  receivable  with a  balance  of  $260,194  at June  30,  1998  was
collectible from a partnership  which is in negotiation to be acquired (set Note
8).  Loans  receivable  with a  balance  of  $120,000  at  June  30,  1998  were
collectible from two limited partnerships that Series 5 has declined to acquire.
$100,000 was received  subsequent to June 30, 1998 from one of the  partnerships
and $20,000 is to be repaid by the other partnership to Series 5 in 1998.


NOTE 3 - INVESTMENT IN LIMITED PARTNERSHIPS
-------------------------------------------

The  following  is a summary  of the  investment  in  limited  partnerships  and
reconciliation  to the  limited  partnership  accounts  as of June 30,  1998 and
December 31, 1997:

                                                     1998          1997
                                                     ----          ----
Investment balance,
  beginning of period                         $   2,398,460  $         0
Capital contributions                             4,988,197      836,632
Capital contributions payable                     2,013,625      860,671
Capitalized acquisition fees and costs            1,086,887      701,018
Distributions from limited partnerships                (315)
Equity in income of limited partnerships            (26,100)       2,395
Amortization of acquisition fees and costs          (17,160)      (2,256)
                                                 ----------   ----------
Investment balance,
  end of period                               $  10,443,594  $ 2,398,460
                                                 ==========   ==========  



                                        9


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  June 30, 1998


NOTE 4- RELATED PARTY TRANSACTIONS
----------------------------------

Under the terms of its Agreement of Limited  Partnership,  Series 5 is obligated
to the General Partner or its affiliates for the following items:

         Acquisition fees up to 7% of the gross proceeds from the sale of Units.
     Acquisition fees of $989,327 were incurred during the six months ended June
     30, 1998.

         Reimbursement for acquisition  expenses,  offering and selling expenses
     advanced by the General  Partner or affiliates on behalf of Series 5. These
     reimbursements  plus all  other  acquisition  costs and  offering  expenses
     inclusive of sales commissions will not exceed 14.5% of the gross proceeds.
     During the six months  ended June 30,  1998  Series 5 incurred  acquisition
     expense,   offering  and  selling  expenses  of  $97,560,   $810,522,   and
     $1,000,725, respectively.

         An annual  management  fee not to exceed  .2% of  Series  5's  invested
     assets  (defined by Series 5's Agreement of Limited  Partnership  as Series
     5's  capital  contributions  to  limited  partnerships  plus its  allocable
     percentage of the permanent financing of the limited partnerships).  Series
     5 has incurred fees of $18,035 for the six months ended June 30, 1998.

         A  subordinated  disposition  fee in an amount equal to 1% of the sales
     price of real  estate  sold.  Payment  of this fee is  subordinated  to the
     limited partners receiving a return on investment (as defined in Series 5's
     Agreement  of Limited  Partnership)  and is payable  only if  services  are
     rendered in the sales effort.

Accrued fees and advances due to affiliates of the General  Partner  included in
the  accompanying  balance sheet  consists of the following at June 30, 1998 and
December 31, 1997:

                                                   1998              1997
                                                   ----              ----

 Acquisition fees                            $    332,207       $   62,878
 Advances made for acquisition costs,
  organizational, offering and selling 
  expenses                                        680,642          294,310
 Asset management fees                             18,035
 Other                                              4,799            4,712
                                                ---------          ------- 
   Total accrued fees and advances           $  1,035,683       $  361,900
                                                =========          =======

                                       10

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  June 30, 1998


NOTE 5 - PAYABLE TO LIMITED PARTNERSHIPS
----------------------------------------

Payable to limited  partnerships at June 30, 1998  represents  amounts which are
due at various  times based on  conditions  specified  in the  respective  local
limited partnership agreements. These contributions are payable in installments,
generally due upon the local limited  partnership  achieving  certain  operating
benchmarks, and are generally expected to be paid within two years of Series 5's
initial investment.

NOTE 6 - SUBSCRIPTION AND INVESTOR NOTES RECEIVABLE
---------------------------------------------------

As of June 30, 1998, Series 5 had received  subscriptions for 24,638 units which
included  subscriptions   receivable  of  $1,644,250  and  promissory  notes  of
$1,011,900.  Limited  partners  who  subscribe  for ten or more units of limited
partnership  interest  ($10,000) could elect to pay 50% of the purchase price in
cash upon  subscription  and the  remaining  50% by the delivery of a promissory
note bearing fixed  interest at the rate of 5.5% per annum.  Interest  rates are
established  quarterly.  Principal  and interest are due (i) January 31, 1999 if
the investor  subscribes  on or before June 30, 1998,  (ii) June 30, 1999 if the
investor  subscribes between July 1, 1998 and December 31, 1998 or (iii) January
31, 2000 if the investor  subscribes  after  December  31,  1998.  The amount of
promissory  notes  receivable   during  the  six  months  ended  June  30,  1998
($1,011,900) is presented as a reduction in partners' equity.

Subscriptions   receivable  presented  on  the  accompanying  balance  sheet  of
$1,644,250 were received  subsequent to June 30, 1998 and accordingly  have been
classified as an asset.

NOTE 7 - INCOME TAXES
---------------------

Series 5 will not make a provision  for income taxes since all income and losses
will be allocated to the Partners for inclusion in their respective returns.

NOTE 8 - COMMITMENTS AND CONTINGENCIES
--------------------------------------

Subsequent to June 30, 1998, Series 5 acquired one limited partnership  interest
which required capital contributions totaling approximately $1,844,678. Series 5
is  negotiating  to acquire one additional  limited  partnership  interest which
would commit  Series 5 to  additional  capital  contributions  of  approximately
$1,312,916  of which  $260,194  has  been  advanced  as of June 30,  1998 and is
reflected in the loans receivable in the  accompanying  balance sheet as of June
30, 1998 (see Note 2).
                                       11

<PAGE>

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

Liquidity and Capital Resources
-------------------------------

Series 5 is raising equity capital from investors by means of its Offering,  and
is applying such capital,  including the installment  payments on the Promissory
Notes as received, to the purchase price and acquisition fees and costs of Local
Limited  Partnership  Interests,  Reserves and  expenses.  As of August 29, 1997
Series 5 had received cash subscriptions funds of $1,400,000, thereby satisfying
the minimum offering  condition.  As of June 30, 1998, Series 5 had received and
accepted subscriptions in the amount of $24,564,525, net of discounts of $73,475
(24,638 Units), of which $1,011,900 was represented by Promissory Notes.

As of June 30,  1998,  Series 5 was  indebted to WNC &  Associates,  Inc. in the
amount of  approximately  $1,035,000.  The component items of such  indebtedness
were as follows: accrued acquisition fees of approximately $332,000, advances to
pay front-end fees of approximately  $680,000,  accrued asset management fees of
approximately $18,000 and other advances of approximately $5,000.

As  of  June  30,  1998  and  December  31,  1997,  Series  5 had  made  capital
contributions to Local Limited  Partnerships of  approximately  $5,824,800 and $
836,600 and had commitments of  approximately  $2,874,300 and $860,700 for those
limited partnership interests acquired.  Further, Series 5 had loans outstanding
to Local Limited  Partnerships  as of June 30, 1998 and as of December 31, 1997,
of approximately $380,200 and $878,900,  respectively. Of the amount outstanding
as of December  31, 1997,  approximately  $498,700 was loaned to EL RENO and was
applied  to  Series  5's  purchase  price  upon   acquisition  of  this  Limited
Partnership  Interest  in  January  1998.  The  balance  of  $380,000  is  still
outstanding  as of June 30,  1998 and  consist  of  three  loans:  approximately
$260,200 made to Apartment  Housing of Theodore,  a partnership under negoiation
to be acquired;  $100,000 made to TULSA-CRESTVEW,  repaid subsequent to June 30,
1998; and $20,000 to ASLAND to be repaid in 1998.

Overall,  as  reflected  in its  Statement  of Cash  Flows,  Series  5 had a net
increase in cash and cash  equivalents of  approximately  $6,461,900 for the six
month  period  ended June 30,  1998.  This  increase in cash  consisted  of cash
provided  by  operating  activities  of  approximately  $90,500,  and  financing
activities  of  approximately  $11,645,100,  offset  by cash  used in  investing
activities, of approximately $5,273,800. Cash provided from financing activities
consisted  of capital  contributions  from  limited  partners  of  approximately
$13,096,000  less offering  expenses of approximately  $1,450,900.  Cash used by
investing   activities   consisted  of  payments  to  limited   partnerships  of
approximately  $4,489,500,  and capitalized  acquisitions costs of approximately
$784,500, offset by a cash distribution from a limited partnership of $300. Cash
provided and used by the operating  activities of Series 5 was minimal  compared
to its other activities.  Cash provided from operations  consisted  primarily of
interest received on cash deposits and investor notes receivable,  and cash used
in operations  consisted  primarily of payments for operating fees and expenses.
The major  components of all these  activities  are discussed in greater  detail
below.

It is not expected that any of the Local Limited  Partnerships in which Series 5
will  invest  will   generate  cash  from   operations   sufficient  to  provide
distributions  to the  Unitholders  in any  significant  amount.  Such cash from
operations,  if any, would first be used to meet operating expenses of Series 5,
including the payment of the Asset Management Fee.

Series 5's  investments  will not be readily  marketable  and may be affected by
adverse general economic conditions which, in turn, could substantially increase
the risk of operating  losses for the  Apartment  Complexes,  the Local  Limited
Partnerships  and Series 5. These  problems may result from a number of factors,
many  of  which  cannot  be  controlled.   Nevertheless,   the  General  Partner
anticipates that capital raised from the sale of the Units will be sufficient to
fund Series 5's future investment commitments and proposed operations.


                                       12


<PAGE>

Series 5 will  establish  working  capital  Reserves  of at least 3% of  Capital
Contributions,  an amount  which is  anticipated  to be  sufficient  to  satisfy
general  working  capital and  administrative  expense  requirements of Series 5
including  payment of the Asset Management Fee as well as expenses  attendant to
the preparation of tax returns and reports to the Unitholders and other investor
servicing  obligations  of Series 5.  Liquidity  would,  however,  be  adversely
affected by unanticipated or greater than  anticipated  operating costs.  Series
5's  liquidity  could also be  affected  by defaults or delays in payment of the
Promissory  Notes,  from  which a portion of the  working  capital  Reserves  is
expected  to be  funded.  To  the  extend  that  working  capital  Reserves  are
insufficient  to satisfy the cash  requirements  of Series 5, it is  anticipated
that additional funds would be sought through bank loans or other  institutional
financing.  Series 5 may also  apply any cash  distributions  received  from the
Local Limited Partnerships for such purposes or to replenish or increase working
capital Reserves.

 Under the  Partnership  Agreement  Series 5 does not have the ability to assess
the  Unitholders  for additional  Capital  Contributions  to provide  capital if
needed by Series 5 or Local Limited Partnerships.  Accordingly, if circumstances
arise that cause the Local Limited  Partnerships  to require capital in addition
to that  contributed  by Series 5 and any equity of the Local General  Partners,
the only  sources  from which such  capital  needs will be able to be  satisfied
(other than the limited Reserves available at the Partnership level) will be (i)
third-party  debt  financing  (which may not be available  if, as expected,  the
Apartment  Complexes  owned  by  the  Local  Limited  Partnerships  are  already
substantially  leveraged),  (ii) additional equity  contributions or advances of
the Local General  Partners,  (iii) other equity sources (which could  adversely
affect Series 5's interest in Tax Credits,  cash flow and/or proceeds of sale or
refinancing of the Apartment Complexes and result in adverse tax consequences to
the  Unitholders),  or (iv) the sale or disposition  of the Apartment  Complexes
(which could have the same adverse  effects as discussed in (iii) above).  There
can be no  assurance  that  funds  from any of such  sources  would  be  readily
available in sufficient  amounts to fund the capital  requirements  of the Local
Limited  Partnerships  in question.  If such funds are not available,  the Local
Limited Partnerships would risk foreclosure on their Apartment Complexes if they
were unable to renegotiate the terms of their first mortgages and any other debt
secured by the Apartment Complexes to the extent the capital requirements of the
Local Limited Partnerships relate to such debt.

 Series 5's capital  needs and  resources  are expected to undergo major changes
during its first several  years of  operations as a result of the  completion of
its Offering of Units and its acquisition of investments. Thereafter, Series 5's
capital  needs and  resources  are  expected  to be  relatively  stable over the
holding periods of the investments, except to the extent of proceeds received in
payment  of  Promissory   Notes  and  disbursed  to  fund  Series  5's  deferred
obligations.

Results of Operations
---------------------

As  reflected  on its  Statements  of  Operations,  Series 5 had net  income  of
approximately  $58,500 for the six months  ended June 30,  1998.  The  component
items of revenue and expense are discussed below.

Revenue. Series 5's revenues consisted entirely of interest earned on Promissory
Notes and cash deposits held in financial  institutions (i) as Reserves, or (ii)
pending  investment in Local Limited  Partnerships.  Interest  revenue in future
years will be a function  of  prevailing  interest  rates and the amount of cash
balances.  It is  anticipated  that Series 5 will  maintain  cash Reserves in an
amount  not  materially  in  excess  of  the  minimum  amount  required  by  its
Partnership Agreement, which is 3% of Capital Contributions.


                                       13




<PAGE>

Expenses. The most significant component of operating expenses is expected to be
the Asset  Management  Fee.  The Asset  Management  Fee is equal to 0.2% of that
portion of Invested  Assets  (i.e.,  the sum of Series 5's  investment  in Local
Limited  Partnerships  plus Series 5's allocable  share of the mortgage loans on
and other debts related to, the Apartment  Complexes owned by such Local Limited
Partnerships)  which are  attributable to apartment  units receiving  government
assistance.

Amortization  expense consist of the  amortization  over a period of 30 years of
the Acquisition Fee and other expenses  attributable to the acquisition of Local
Limited Partnership Interests.

Because  the  amounts  of the  Asset  Management  Fee and  amortization  expense
primarily are determined by the gross proceeds from the Offering, and the number
and  size  of  Apartment  Complexes,  until  termination  of  the  Offering  and
investment  of the net  proceeds  therefrom  Series  5 cannot  predict  with any
accuracy what these amounts will be.


Item 3:  Quantitative and Qualitative Disclosures Above Market Risks

None.





























                                       14

<PAGE>


Section B. Series 6
Item I.

                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
                       (A California Limited Partnership)
                        (A Development-Stage Enterprise)


                                  BALANCE SHEET

                                  June 30, 1998

                                     ASSETS


Cash                                                       $1,100
                                                            -----
                                                           $1,100
                                                            -----


                        LIABILITIES AND PARTNER'S CAPITAL

Commitments and contingencies (Note 2)

Partners' capital (Note 1):
   General partner                                         $  100
   Original limited partner                                 1,000
                                                            -----

       Total partners' capital                              1,100
                                                            -----
                                                           $1,100
                                                            -----





                                    UNAUDITED
                    See accompanying notes to balance sheet.







                                       15


<PAGE>

                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
                       (A California Limited Partnership)
                        (A Development-Stage Enterprise)

                             NOTES TO BALANCE SHEET

                                  June 30, 1998


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

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

         WNC Housing Tax Credit Fund VI, L.P.,  Series 6 ("Series 6") was formed
pursuant  to the  laws of  California  on March  6,  1997 and has not  commenced
operations.  The  Partnership  was formed to invest  primarily in other  limited
partnerships which will own and operate multi-family housing complexes that will
qualify for low income housing credits.

     The general  partner is WNC & Associates,  Inc.  (the  "General  Partner").
Wilfred N. Cooper,  Sr., through the Cooper Revocable Trust, owns just less than
70% of the outstanding  stock of WNC & Associates,  Inc. John B. Lester,  Jr. is
the original  limited partner of the  Partnership  and owns,  through the Lester
Family Trust,  just less than 30% of the outstanding  stock of WNC & Associates,
Inc. (see Note 2 below).

Allocations Under the Terms of the Partnership Agreement
--------------------------------------------------------

         The  General  Partner  has a 0.1%  interest  in  operating  profits and
losses,  taxable  income and losses and cash  available  for  distribution  from
Series 6. The limited  partners will be allocated  the remaining  99.9% of these
items in proportion to their respective investments.

         After  the  limited  partners  have  received  proceeds  from a sale or
refinancing equal to their capital  contributions and their return on investment
(as  defined in Series 6's  Agreement  of Limited  Partnership)  and the General
Partner has  received a  subordinated  disposition  fee (as  described in Note 2
below),  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.

NOTE 2 - COMMITMENTS AND CONTINGENCIES
--------------------------------------

         Series 6 is offering up to 25,000 limited  partnership  units at $1,000
per unit (the "Units").  The accompanying balance sheet does not include certain
legal, accounting, and other organization and offering costs paid and to be paid
by the General  Partner  and/or  affiliates of the General  Partner on behalf of
Series 6. If the minimum offering amount of $1,400,000 is raised,  Series 6 will
be required to reimburse the General Partner and/or its affiliates for such fees
out of the  proceeds of the  offering,  up to certain  maximum  levels set forth
below. In the event Series 6 is unable to raise the minimum offering amount, the
General Partner will absorb all organization and offering costs.

                                       16


<PAGE>

                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 6
                       (A California Limited Partnership)
                        (A Development-Stage Enterprise)

                      NOTES TO BALANCE SHEET - (Continued)

                                  June 30, 1998

NOTE 2 - COMMITMENTS AND CONTINGENCIES (continued)
--------------------------------------------------


         The Units are being offered by WNC Capital Corporation,  a wholly-owned
subsidiary of the General Partner.

         If the minimum offering amount of $1,400,000 is raised, the Partnership
will be obligated to the General Partner or affiliates for certain  acquisition,
management and other fees as set forth below:

        Acquisition fees up to 7.0%, as defined, of the gross proceeds
        from the sale of Units.

        Reimbursement for  organizational,  offering,  dealer-manager,
        selling  and  acquisition  expenses  advanced  by the  General
        Partner   or   affiliates   on  behalf  of  Series  6.   These
        reimbursements  plus all  other  organizational  and  offering
        expenses  inclusive of sales  commissions  and  dealer-manager
        fees will not exceed 14.5% of the gross proceeds.

        An annual  management fee equal to 0.2% of the invested assets
        (defined by the Series 6's Agreement of Limited Partnership as
        the  sum  of  Series  6's  capital  contributions  to  limited
        partnerships  plus its  allocable  percentage of the permanent
        financing of the limited partnerships).

        A subordinated disposition fee in an amount equal to 1% of the
        sales  price  of real  estate  sold.  Payment  of this  fee is
        subordinated to the limited partners  receiving  distributions
        equal to their  capital  contributions  and  their  return  on
        investment  (as  defined  in Series 6's  Agreement  of Limited
        Partnership)  and is payable  only if services are rendered in
        the sales effort.

NOTE 3 - INCOME TAXES
---------------------

         Series 6 will not incur a provision  for income  taxes since all income
taxes and losses  will be  allocated  to the  Partners  for  inclusion  in their
respective returns.

                                       17

<PAGE>

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

Liquidity and Capital Resources
-------------------------------

         As reflected in its financial  statements,  WNC Housing Tax Credit Fund
VI, L.P.,  Series 6 ("Series 6")  currently  has only  nominal  funds,  as it is
newly-formed, has not yet commenced operations and the capital anticipated to be
raised through its public offering of Units has not yet become available.

         Series 6 plans to raise equity  capital from  investors by means of its
public  offering,  and then to  apply  such  funds,  including  the  installment
payments on the investor Promissory Notes as received, to the purchase price and
acquisition fees and costs of Local Limited Partnership Interests,  reserves and
expenses of the offering.

         It is not expected that any of the Local Limited  Partnerships in which
Series 6 will invest will  generate  cash from  operation  sufficient to provide
distributions  to the  Unitholders  in any  significant  amount.  Such cash from
operations,  if any, would first be used to meet operating expenses of Series 6,
including the payment of the Asset Management Fee.

         Series  6's  investments  will  not be  readily  marketable  and may be
affected  by  adverse  general  economic   conditions   which,  in  turn,  could
substantially increase the risk of operating losses for the Apartment Complexes,
the Local Limited  Partnerships  and Series 6. These  problems may result from a
number of factors, many of which cannot be controlled. Nevertheless, the General
Partner  anticipates  that  capital  raised  from the sale of the Units  will be
sufficient  to fund  Series  6's  future  investment  commitments  and  proposed
operations.

         Series 6 will  establish  working  capital  reserves  of at least 3% of
Capital  Contributions,  an amount  which is  anticipated  to be  sufficient  to
satisfy  general  working  capital and  administrative  expense  requirements of
Series 6  including  payment  of the Asset  Management  Fee as well as  expenses
attendant to the  preparation of tax returns and reports to the  Unitholders and
other investor servicing  obligations of Series 6. Liquidity would,  however, be
adversely affected by unanticipated or greater than anticipated operating costs.
Series 6's liquidity  could also be affected by defaults or delays in payment of
the  investor  Promissory  Notes,  from which a portion of the  working  capital
reserves is expected to be funded.  To the extend that working capital  reserves
are insufficient to satisfy the cash requirements of Series 6, it is anticipated
that additional funds would be sought through bank loans or other  institutional
financing.  Series 6 may also  apply any cash  distributions  received  from the
Local Limited Partnerships for such purposes or to replenish or increase working
capital reserves.

Under the Partnership Agreement Series 6 does not have the ability to assess the
Unitholders for additional Capital Contributions to provide capital if needed by
Series 6 or Local Limited Partnerships. Accordingly, if circumstances arise that
cause the Local  Limited  Partnerships  to require  capital in  addition to that
contributed by Series 6 and any equity of the Local General  Partners,  the only
sources from which such capital  needs will be able to be satisfied  (other than
the limited  reserves  available at the Series 6 level) will be (i)  third-party
debt  financing  (which may not be  available  if, as  expected,  the  Apartment
Complexes  owned by the Local  Limited  Partnerships  are already  substantially
leveraged),  (ii)  additional  equity  contributions  or  advances  of the Local
General  Partners,  (iii) other equity  sources  (which could  adversely  affect
Series  6's  interest  in Tax  Credits,  cash flow  and/or  proceeds  of sale or
refinancing of the apartment Complexes and result in adverse tax consequences to

                                       18

<PAGE>
the  Unitholders),  or (iv) the sale or disposition  of the Apartment  Complexes
(which could have the same adverse  effects as discussed in (iii) above).  There
can be no  assurance  that  funds  from any of such  sources  would  be  readily
available in sufficient  amounts to fund the capital  requirements  of the Local
Limited  Partnerships  in question.  If such funds are not available,  the Local
Limited Partnerships would risk foreclosure on their Apartment Complexes if they
were unable to renegotiate the terms of their first mortgages and any other debt
secured by the Apartment Complexes to the extent the capital requirements of the
Local Limited Partnerships relate to such debt.

         Series 6 capital  needs and  resources  are  expected to undergo  major
changes  during  its  first  several  years of  operations  as a  result  of the
completion  of its  offering  of  Units  and  its  acquisition  of  investments.
Thereafter,  the  Partnership's  capital  needs and resources are expected to be
relatively  stable over the holding  periods of the  investments,  except to the
extent of proceeds received in payment of Promissory Notes and disbursed to fund
Series 6's deferred obligations.

Results of Operations
---------------------

Inapplicable.

Item 3:  Quantitative and Qualitative Disclosures Above Market Risks

None.























                                       19


<PAGE>

Part II.  Other Information

Section A.  Series 5

Item 1.  Legal Proceedings

None.

Item 2.  Changes in Securities and Use of Proceeds


As of June 30,  1998 Series 5 has  received  subscriptions  for 24,638  units of
limited partnership  interest ("Units") for an aggregate gross amount of capital
contributions of $24,638,000  attributable to such  subscriptions in an offering
which  commenced  on July  16,  1997.  At  June  30,  1998,  the  gross  capital
contributions  consisted of cash of  $21,908,375,  subscriptions  receivable  of
$1,644,250,  notes receivable of $1,011,900and discounts of $73,475. At June 30,
1998, approximately $3,068,800 was paid or due to WNC & Associates,  Inc. or WNC
Capital Corporation, affiliates, for selling commissions, wholesaling activities
and in  reimbursement  of other  organization  and offering  expenses.  Included
therein are selling commissions of approximately  $1,651,200 and wholesaling and
other  organization and offering  expenses of approximately  $708,800 which were
reallowed to  non-affiliates.  At June 30, 1998,  approximately  $18,839,575  is
invested in Local Limited Partnership Interests or Reserves as follows:


                               Paid or to be
                               paid to General   Paid or to be
                               Partner or        paid to others       Total
                               affiliates

Local limited
Partnership Interests                         $    8,699,100   $    8,699,100

Acquisition fees          $    1,653,800                            1,653,800

Acquisition costs                                    134,000          134,000

Reserves and to be
invested                               -           8,352,675        8,352,675
                               ---------          ----------       ----------

                          $    1,653,800      $   17,185,775   $   18,839,575
                               =========          ==========       ==========


Item 3. Defaults Upon Senior Securities

None.

Item 4  Submission of Matters to a Vote of Security Holders

None.

Item 5.  Other Information

None.
                                       20


<PAGE>


Item 6.  Exhibits and Reports on Form 8-K
Exhibits
         None.

Reports on Form 8-K

         Current  report on Form 8-K dated  April 1, 1998 was filed on April 14.
The current report set forth information pertaining to the acquisition by Series
5 of two Limited Partnership interests under Item 2 thereof.  Proforma financial
information  required by Article 11 of Regulation  S-X was provided under Item 7
of the current report.

         Current  report on Form 8-K dated  April 30,  1998 was filed on May 15,
1998. The current report set forth information  pertaining to the acquisition by
Series 5 of two Limited  Partnership  interests  under Item 2 thereof.  Proforma
financial  information  required by Article 11 of  Regulation  S-X was  provided
under Item 7 of the amendment No. 1 to the current  report filed on July 6, 1998
and Amendemnt No 2 to the current report filed on July 20, 1998.


         Current  report on Form 8-K  dated  May 31,  1998 was filed on June 15,
1998. The current report set forth information  pertaining to the acquisition by
Series 5 of two Limited  Partnership  interests under Item 2 thereof.  Financial
statements  of business  acquired  required by Article 3 of  Regulation  S-X and
proforma  financial  information  required by Article 11 of Regulation  S-X were
providedunder Item 7 of Amentdment No. 1 to the current report filed on July 22,
1998 and Amendment No 2 to the curren report filed on July 28, 1998.

Part II

Section B Series 6

Item 1.  Legal Proceedings

None.

Item 2.  Changes in 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.


         None.
                                       21


<PAGE>


Item 6.  Exhibits and Reports on Form 8-K
Exhibits
         None.

Reports on Form 8-K
















                                       22


<PAGE>



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

WNC HOUSING TAX CREDIT FUND VI, L.P., Series 5 and Series 6

By:   WNC & Associates, Inc.        General Partner



By:  /s/ John B. Lester, Jr.
  -----------------------------------------------------
John B. Lester, Jr.      President

Date: August 27, 1998



By:  /s/ Theodore M. Paul
-----------------------------------------------------
Theodore M. Paul         Vice President - Finance

Date: August 27, 1998




















                                                        23