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, 2005
                For the quarterly period ended September 30, 2005
                For the quarterly period ended December 31, 2005

                                       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: : 000-24855


                 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. (Check one):

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, 2005, September 30, 2005
                              and December 31, 2005

<TABLE>
<CAPTION>
<S>     <C>

PART I. FINANCIAL INFORMATION

     Item 1. Financial Statements

     Balance Sheets
           As of June 30, 2005, September 30, 2005, December 31, 2005 and March 31, 2005.................3

     Statements of Operations
              For the Three Months Ended June 30, 2005 and 2004..........................................4
              For the Three and Six Months Ended September 30, 2005 and 2004.............................5
              For the Three and Nine Months Ended December 31, 2005 and 2004.............................6

     Statement of Partners' Equity (Deficit)
              For the Three Months Ended June 30, 2005 ..................................................7
              For the Six Months Ended September 30, 2005 ...............................................7
              For the Nine Months Ended December 31, 2005 ...............................................7

     Statements of Cash Flows
              For the Three Months Ended June 30, 2005 and 2004..........................................8
              For the Six Months Ended September 30, 2005 and 2004.......................................9
              For the Nine Months Ended December 31, 2005 and 2004......................................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
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
<S>     <C>

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

                                 BALANCE SHEETS
                                   (unaudited)



                                                                 June 30,       September 30,     December 31,        March 31,
                                                                  2005              2005             2005              2005
                                                              ------------      ------------      ------------      ------------
ASSETS

Cash                                                          $    131,062      $    121,219      $    125,184      $    157,680
Investments in Local Limited Partnerships, net (Note 2)         10,784,040        10,518,637        10,287,074        11.792.881
Due from affiliates (see Note 3)                                    11,114            11,114              --              11,114
                                                              ------------      ------------      ------------      ------------

Total Assets                                                  $ 10,926,216      $ 10,650,970      $ 10,412,258      $ 11,961,675
                                                              ============      ============      ============      ============

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
  Accrued fees and expenses due to

    General Partner and affiliates (Note 3)                   $    743,213      $    759,176      $    776,318      $    729,058
                                                              ------------      ------------      ------------      ------------

Partners' equity (deficit):
  General Partner                                                 (147,263)         (150,175)         (152,734)         (136,767)
  Limited Partners (25,000 Partnership Units authorized;
    25,000 Partnership Units issued and outstanding)            10,330,266        10,041,969         9,788,674        11,369,384
                                                              ------------      ------------      ------------      ------------

                 Total Partners' Equity                         10,183,003         9,891,794         9,635,940        11,232,617
                                                              ------------      ------------      ------------      ------------
                          Total Liabilities and Partners'
                                           Equity             $ 10,926,216      $ 10,650,970      $ 10,412,258      $ 11,961,675
                                                              ============      =============     =============     ============


                                          See accompanying notes to financial statements

                                                               3
</TABLE>

<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, 2005 and 2004
                                   (unaudited)


                                          2005            2004
                                       -----------      -----------
                                      Three Months     Three Months
                                       -----------      -----------
Reporting fees                         $        --      $     2,800
                                       -----------      -----------

Operating expenses:
  Amortization (Note 2)                     16,134           16,134
  Asset management fees (Note 3)            17,517           17,517
  Impairment loss (Note 2)                 759,132          580,301
  Legal and accounting fees                     --              525
  Write off of advances from Local
     Limited Partnerships (Note 4)          21,500               --
  Other                                      1,929            5,381
                                       -----------      -----------

    Total operating expenses               816,212          619,858
                                       -----------      -----------

Loss from operations                      (816,212)        (617,058)

Equity in losses of Local
 Limited Partnerships (Note 2)            (233,575)        (314,344)

Interest income                                173                3
                                       -----------      -----------

Net loss                               $(1,049,614)     $  (931,399)
                                       ===========      ===========

Net loss allocated to:
  General Partner                      $   (10,496)     $    (9,314)
                                       ===========      ===========

  Limited Partners                     $(1,039,118)     $  (922,085)
                                       ===========      ===========

Net loss per
  Partnership  Unit                    $       (42)     $       (37)
                                       ===========      ===========

Outstanding weighted
  Partnership  Units                        25,000           25,000
                                       ===========      ===========

                 See accompanying notes to financial statements

                                        4
<PAGE>


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

                                       STATEMENTS OF OPERATIONS

                              For the Three Months and Six Months Ended
                                     September 30, 2005 and 2004
                                             (unaudited)



                                                 2005                                2004
                                      -----------------------------     ----------------------------
                                        Three             Six              Three             Six
                                        Months           Months           Months            Months
                                      -----------      -----------      -----------      -----------

Reporting fees                        $    17,500      $    17,500      $    17,500      $    20,300
                                      -----------      -----------      -----------      -----------

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)                   --            759,132             --            580,301
  Legal and accounting fees                   198              198            2,252            2,777
  Write off of advances to Local
    Limited Partnerships (Note 4)          24,915           46,415             --               --
  Other                                       836            2,765            1,199            6,580
                                      -----------      -----------      -----------      -----------

    Total operating expenses               59,600          875,812           37,102          656,960
                                      ===========      ===========      ===========      ===========

Loss from operations                      (42,100)        (858,312)         (19,602)        (636,660)

Equity in losses of Local
 Limited Partnerships (Note 2)           (249,269)        (482,844)        (314,344)        (628,688)

Interest income                               160              333                9               12
                                      -----------      -----------      -----------      -----------
Net loss                              $  (291,209)     $(1,340,823)     $  (333,937)     $(1,256,336)
                                      ===========      ===========      ===========      ===========

Net loss allocated to:

  General Partner                     $    (2,912)     $   (13,408)     $    (3,339)     $   (12,653)
                                      ===========      ===========      ===========      ===========

  Limited Partners                    $  (288,297)     $(1,327,415)     $  (330,598)     $(1,252,683)
                                      ===========      ===========      ===========      ===========

Net loss per
  Partnership Unit                    $       (12)     $       (53)     $       (13)     $       (50)
                                      ===========      ===========      ===========      ===========

Outstanding weighted
  Partnership Units                        25,000           25,000           25,000           25,000
                                      ===========      ===========      ===========      ===========

                            See accompanying notes to financial statements
</TABLE>


                                                  5

<PAGE>


<TABLE>
<CAPTION>
<S>     <C>

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

                                             STATEMENTS OF OPERATIONS

                      For the Three Months and Nine Months Ended December 31, 2005 and 2004
                                                   (unaudited)



                                                        2005                                    2004
                                          -------------------------------         -------------------------------
                                             Three                Nine               Three                Nine
                                            Months               Months              Months              Months
                                          -----------         -----------         -----------         -----------

Reporting fees                            $        --         $    17,500         $        --         $    20,300
Recovery of bad debt                               --                  --             118,272             118,272
                                          -----------         -----------         -----------         -----------
   Total Income                                    --              17,500             118,272             138,572

Operating expenses:
  Amortization (Note 2)                        15,855              48,123              16,134              48,402
  Asset management fees (Note 3)               17,517              52,551              17,517              52,551
  Impairment loss (Note 2)                         --             759,132                  --             580,301
  Legal and accounting fees                     5,090               5,288                  --               2,777
  Write off of advances from Local
    Limited Partnerships (Note 4)                  --              46,415              49,000              49,000
  Other                                         1,833               4,598                 602               7,182
                                          -----------         -----------         -----------         -----------

    Total operating expenses                   40,295             916,107              83,253             740,213
                                          -----------         -----------         -----------         -----------

Income (loss) from operations                 (40,295)           (898,607)             35,019            (601,641)

Equity in losses of Local
 Limited Partnerships (Note 2)               (215,708)           (698,552)           (314,344)           (943,032)

Interest income                                   149                 482               4,290               4,302
                                          -----------         -----------         -----------         -----------


Net loss                                  $  (255,854)        $(1,596,677)        $  (275,035)        $(1,540,371)
                                          ===========         ===========         ===========         ===========

Net loss allocated to:

  General Partner                         $    (2,559)        $   (15,967)        $    (2,751)        $   (15,404)
                                          ===========         ===========         ===========         ===========


  Limited Partners                        $  (253,295)        $(1,580,710)        $  (272,284)        $(1,524,967)
                                          ===========         ===========         ===========         ===========

Net loss per

  Partnerships Units                      $       (10)        $       (63)        $       (11)        $       (61)
                                          ===========         ===========         ===========         ===========

Outstanding weighted
  Partnership Units                            25,000              25,000              25,000              25,000
                                          ===========         ===========         ===========         ===========


                                  See accompnanying notes to financial statements

</TABLE>
                                                        6
<PAGE>


<TABLE>
<CAPTION>
<S>     <C>

                          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, 2005, Six Months Ended September 30, 2005
                              and Nine Months Ended December 31, 2005
                                            (unaudited)



                             For the Three Months Ended June 30, 2005

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

Partners' equity (deficit) at March 31, 2005     $   (136,767)     $ 11,369,384      $ 11,232,617

Net loss                                              (10,496)       (1,039,118)       (1,049,614)
                                                 ------------      ------------      ------------

Partners' equity (deficit) at June 30, 2005      $   (147,263)     $ 10,330,266      $ 10,183,003
                                                 ============      ============      ============



                            For the Six Months Ended September 30, 2005

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

Partners' equity (deficit) at March 31, 2005         $   (136,767)     $ 11,369,384      $ 11,232,617

Net loss                                                  (13,408)       (1,327,415)       (1,340,823)
                                                     ------------      ------------      ------------

Partners' equity (deficit) at September 30, 2005     $   (150,175)     $ 10,041,969      $  9,891,794
                                                     ============      ============      ============



                            For the Nine Months Ended December 31, 2005

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

Partners' equity (deficit) at March 31, 2005        $   (136,767)     $ 11,369,384      $ 11,232,617

Net loss                                                 (15,967)       (1,580,710)       (1,596,677)
                                                    ------------      ------------      ------------

Partners' equity (deficit) at December 31, 2005     $   (152,734)     $  9,788,674      $  9,635,940
                                                    ============      ============      ============


                                  See accompnanying notes to financial statements

</TABLE>
                                                        7
<PAGE>

<TABLE>
<CAPTION>
<S>     <C>


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

                                     STATEMENTS OF CASH FLOWS

                         For the Three Months Ended June 30, 2005 and 2004
                                            (unaudited)

                                                                         2005             2004
                                                                     -----------      -----------
Cash flows from operating activities:
  Net loss                                                           $(1,049,614)     $  (931,399)
    Adjustments to reconcile net loss to net
      cash provided by (used in) operating activities:
        Amortization                                                      16,134           16,134
        Equity in losses of Local Limited Partnerships                   233,575          314,344
        Impairment loss                                                  759,132          580,301
        Advances to Local Limited Partnerships                           (21,500)              --
        Write off of advances to Local Limited Partnerships               21,500               --
        Change in accrued  fees and expenses due to
           General Partner and affiliates                                 14,155           23,422
                                                                     -----------      -----------
        Net cash provided by (used in) operating activities              (26,618)           2,802
                                                                     -----------      -----------

Cash flows used in investing activities:
        Capital Contributions paid to Local Limited Partnerships              --           (7,650)
                                                                     -----------      -----------
Net cash used in investing activities                                         --           (7,650)
                                                                     -----------      -----------

Net decrease in cash                                                     (26,618)          (4,848)

Cash, beginning of period                                                157,680           17,196
                                                                     -----------      -----------

Cash, end of period                                                  $   131,062      $    12,348
                                                                     ===========      ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:

   Taxes paid                                                        $        --      $        --
                                                                     ===========      ===========


                         See accompnanying notes to financial statements
</TABLE>

                                                8
<PAGE>

<TABLE>
<CAPTION>
<S>     <C>

                          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, 2005 and 2004
                                            (unaudited)

                                                                        2005            2004
                                                                    -----------      -----------
Cash flows from operating activities:
  Net loss                                                          $(1,340,823)     $(1,265,336)
    Adjustments to reconcile net loss to net
      cash provided by (used in) operating activities:
        Amortization                                                     32,268           32,268
        Equity in losses of Local Limited Partnerships                  482,844          628,688
        Impairment loss                                                 759,132          580,301
        Advances to Local Limited Partnerships                          (46,415)              --
        Write off of advances to Local Limited Partnerships              46,415               --
        Change in accrued  fees and expenses due to
           General Partner and affiliates                                30,118           57,140
                                                                    -----------      -----------
        Net cash provided by (used in) operating activities             (36,461)          33,061
                                                                    -----------      -----------

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 (decrease) in cash                                         (36,461)          12,661

Cash, beginning of period                                               157,680           17,196
                                                                    -----------      -----------

Cash, end of period                                                 $   121,219      $    29,857
                                                                    ===========      ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:

   Taxes paid                                                       $        --      $        --
                                                                    ===========      ===========

                          See accompnanying notes to financial statements
</TABLE>


                                                9
<PAGE>

<TABLE>
<CAPTION>
<S>     <C>

                          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, 2005 and 2004
                                            (unaudited)
                                                                       2005             2004
                                                                   -----------      -----------
Cash flows from operating activities:
  Net loss                                                         $(1,596,677)     $(1,540,371)
    Adjustments to reconcile net loss to net
      cash provided by (used in) operating activities:
        Amortization                                                    48,123           48,402
        Recovery of bad debt                                                --         (118,272)
        Equity in losses of Local Limited Partnerships                 698,552          943,032
        Impairment loss                                                759,132          580,301
        Release of escrow account                                           --          209,711
        Change in due from affiliates                                   11,114               --
        Advances to Local Limited Partnerships                         (46,415)         (49,000)
        Write off of advances to Local Limited Partnerships             46,415           49,000
        Change in accrued  fees and expenses due to
           General Partner and affiliates                               47,260           62,888
                                                                   -----------      -----------
        Net cash provided by (used in) operating activities            (32,496)         185,691
                                                                   -----------      -----------

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

Net increase (decrease) in cash                                        (32,496)         140,292

Cash, beginning of period                                              157,680           17,196
                                                                   -----------      -----------

Cash, end of period                                                $   125,184      $   157,488
                                                                   ===========      ===========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:

   Taxes paid                                                      $        --      $        --
                                                                   ===========      ===========

                          See accompnanying notes to financial statements
</TABLE>

                                                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, 2005,  six months ended  September 30, 2005 and nine months ended
December  31, 2005 are not  necessarily  indicative  of the results  that may be
expected  for the fiscal year ending March 31,  2006.  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,
2005.

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 and operate  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 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")  in the
Partnership  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, 2005, September 30, 2005 and
                                December 31, 2005
                                   (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, 2005, September 30, 2005 and
                                December 31, 2005
                                   (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, 2005, 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, 2005. As of December 31, 2005, no Housing  Complexes
had been sold or 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



                                       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, 2005, September 30, 2005 and
                                December 31, 2005
                                   (unaudited)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Partnership. Costs incurred by the Partnership in acquiring the investments are
capitalized as part of the investment and are being amortized over 30 years.
(See Note 2)

"Equity in losses of Local Limited  Partnerships"  for each of the periods ended
December 31, 2005, September 30, 2005, June 30, 2005 and 2004, 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,
the related costs of acquiring the investment are impaired. 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 (see Note 2).

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.  As of June
30, 2005, no investment  accounts in Local  Limited  Partnerships  had reached a
zero balance.  As of September 30 and December 31, 2005, two investment accounts
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.  For all
periods presented, the Partnership had no cash equivalents.

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.


                                       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, 2005, September 30, 2005 and
                                December 31, 2005
                                   (unaudited)



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Concentration of Credit Risk

For all periods presented,  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.

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.

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, 2005 and 2004 was $16,134.  For each of the six months ended  September
30,  2005 and 2004  amortization  expense was  $32,268,  and for the nine months
ended December 31, 2005 and 2004 it was $48,123 and $48,402, respectively.

Impairment

A loss in value of 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  Partnership  and the  estimated  residual
value to the Partnership.

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS

As of the periods  presented,  the Partnership had 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 99.9%, as specified in the Local
Limited  Partnership  agreements,  of the operating profits and losses,  taxable
income and  losses,  and Low Income  Housing  Tax  Credits of the Local  Limited
Partnerships.



                                       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, 2005, September 30, 2005 and
                                December 31, 2005
                                   (unaudited)


NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued

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 Low
Income  Housing Tax  Credits  allocated  to the  Partnership  and the  estimated
residual value to the  Partnership.  Accordingly,  the  Partnership  recorded an
impairment loss of $759,132 and $580,301, during the three months ended June 30,
2005 and 2004, respectively.  There were no additional impairment losses for the
periods ended September 30, 2005 and 2004 and December 31, 2005 and 2004.

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

<TABLE>
<CAPTION>
<S>     <C>

                                                         For the Three     For the Year
                                                          Months Ended         Ended
                                                         June 30, 2005     March 31, 2005
                                                         ------------      ------------
  Investments per balance sheet, beginning of period     $ 11,792,881      $ 13,614,334
  Impairment loss                                            (759,132)         (580,301)
  Equity in losses of Local Limited Partnerships             (233,575)       (1,176,616)
  Amortization of capitalized acquisition fees and
    costs                                                     (16,134)          (64,536)
                                                         ------------      ------------
  Investments per balance sheet, end of period           $ 10,784,040      $ 11,792,881
                                                         ============      ============

                                                          For the Six     For the Year
                                                         Months Ended         Ended
                                                      September 30, 2005  March 31, 2005
                                                         ------------      ------------
  Investments per balance sheet, beginning of period     $ 11,792,881      $ 13,614,334
  Impairment loss                                            (759,132)         (580,301)
  Equity in losses of Local Limited Partnerships             (482,844)       (1,176,616)
  Amortization of capitalized acquisition fees and
    costs                                                     (32,268)          (64,536)
                                                         ------------      ------------
  Investments per balance sheet, end of period           $ 10,518,637      $ 11,792,881
                                                         ============      ============

                                                         For the Nine     For the Year
                                                         Months Ended         Ended
                                                      December 31, 2005   March 31, 2005
                                                         ------------      ------------
  Investments per balance sheet, beginning of period     $ 11,792,881      $ 13,614,334
  Impairment loss                                            (759,132)         (580,301)
  Equity in losses of Local Limited Partnerships             (698,552)       (1,176,616)
  Amortization of capitalized acquisition fees and
    costs                                                     (48,123)          (64,536)
                                                         ------------      ------------
  Investments per balance sheet, end of period           $ 10,287,074      $ 11,792,881
                                                         ============      ============
</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, 2005, September 30, 2005 and
                                December 31, 2005
                                   (unaudited)


NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued

<TABLE>
<CAPTION>
<S>     <C>


                                                                      For the Three     For the Year
                                                                      Months Ended         Ended
                                                                     June 30, 2005      March 31, 2005
                                                                      -----------        -----------
Investments in Local Limited Partnerships, net                        $ 9,316,519        $10,309,226
Acquisition fees and costs, net of accumulated amortization of
$468,213 and $452,079                                                   1,467,521          1,483,655
                                                                      -----------        -----------
Investments per balance sheet, end of period                          $10,784,040        $11,792,881
                                                                      ===========        ===========

                                                                      For the Six       For the Year
                                                                      Months Ended         Ended
                                                                   September 30, 2005   March 31, 2005
                                                                      -----------        -----------
Investments in Local Limited Partnerships, net                        $ 9,092,100        $10,309,226
Acquisition fees and costs, net of accumulated amortization of
$509,197 and $452,079                                                   1,426,537          1,483,655
                                                                      -----------        -----------
Investments per balance sheet, end of period                          $10,518,637        $11,792,881
                                                                      ===========        ===========


                                                                      For the Nine       For the Year
                                                                      Months Ended         Ended
                                                                   December 31, 2005    March 31, 2005
                                                                      -----------        -----------
Investments in Local Limited Partnerships, net                        $ 8,876,392        $10,309,226
Acquisition fees and costs, net of accumulated amortization of
$525,052 and $452,079                                                   1,410,681          1,483,655
                                                                      -----------        -----------
Investments per balance sheet, end of period                          $10,287,074        $11,792,881
                                                                      ===========        ===========

</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, 2005, September 30, 2005 and
                                December 31, 2005
                                   (unaudited)





NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued

Selected financial information for the three months ended June 30, 2005 and 2004
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

                                                  2005              2004
                                               -----------      -----------
     Revenues                                  $   811,000      $   782,000
                                               -----------      -----------
     Expenses:
       Interest expense                            223,000          227,000
       Depreciation and amortization               310,000          312,000
       Operating expenses                          513,000          559,000
                                               -----------      -----------
         Total expenses                          1,046,000        1,098,000
                                               -----------      -----------

     Net loss                                  $  (235,000)        (316,000)
                                               ===========      ===========
     Net loss allocable to the Partnership     $  (234,000)     $  (314,000)
                                               ===========      ===========
     Net loss recorded by the Partnership      $  (234,000)     $  (314,000)
                                               ===========      ===========

Selected  financial  information for the six months ended September 30, 2005 and
2004 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

                                                   2005             2004
                                               -----------      -----------
     Revenues                                  $ 1,622,000      $ 1,564,000
                                               -----------      -----------
     Expenses:
       Interest expense                            446,000          453,000
       Depreciation and amortization               620,000          625,000
       Operating expenses                        1,025,000        1,118,000
                                               -----------      -----------
     Total expenses                              2,091,000        2,196,000
                                               -----------      -----------

     Net loss                                  $  (469,000)        (632,000)
                                               ===========      ===========

     Net loss allocable to the Partnership     $  (467,000)     $  (629,000)
                                               ===========      ===========

     Net loss recorded by the Partnership      $  (483,000)     $  (629,000)
                                               ===========      ===========



                                       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, 2005, September 30, 2005 and
                                December 31, 2005
                                   (unaudited)



NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued

Selected  financial  information for the nine months ended December 31, 2005 and
2004 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

                                                  2005             2004
                                               -----------      -----------
     Revenues                                  $ 2,433,000      $ 2,347,000
                                               -----------      -----------
     Expenses:
       Interest expense                            669,000          680,000
       Depreciation and amortization               930,000          937,000
       Operating expenses                        1,538,000        1,678,000
                                               -----------      -----------
     Total expenses                              3,137,000        3,295,000
                                               -----------      -----------

     Net loss                                  $  (704,000)        (948,000)
                                               ===========      ===========

     Net loss allocable to the Partnership     $  (701,000)     $  (943,000)
                                               ===========      ===========
     Net loss recorded by the Partnership      $  (699,000)     $  (943,000)
                                               ===========      ===========

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  Low Income  Housing Tax
Credits could occur.

As of December 31, 2005, the Partnership advanced cash in the amount of $562,213
to one of the Local Limited  Partnerships in which it has a Limited  Partnership
interest. Of the $562,213 of advances,  $553,213 was reserved as of December 31,
2004.  During  the  year  ended  March  31,  2005 an  escrow  account  that  the
Partnership  controlled  in the  name  of this  Local  Limited  Partnership  was
released back to the Partnership.  Income of $118,272 was recognized 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.


                                       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, 2005, September 30, 2005 and
                                December 31, 2005
                                   (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 $453,609,  $439,024,  $424,439 and $409,854
               as of December 31, 2005,  September  30, 2005,  June 30, 2005 and
               March 31, 2005, 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  $71,443,
               $70,173,  $43,774, and $42,225 as of December 31, 2005, September
               30, 2005, June 30, 2005 and March 31, 2005, respectively.

          (c)  An annual asset management fee not to exceed 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, 2005 and 2004.  For each of the six months
               ended September 30, 2005 and 2004, 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, 2005
               and  2004.  The  Partnership  paid  the  General  Partner  or its
               affiliates  $0 of those fees during the three  months  ended June
               30, 2005 and 2004,  the six months ended  September  30, 2005 and
               2004 and the nine months ended December 31, 2005 and 2004.

          (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.

          (e)  The Partnership  reimburses the General Partner or its affiliates
               for  operating  expenses  incurred on behalf of the  Partnership.
               Operating expense reimbursements were approximately $5,291 and $0
               during  the  three   months   ended  June  30,   2005  and  2004,
               respectively.  For the six months  ended  September  30, 2005 and
               2004   the   Partnership   reimbursed   operating   expenses   of
               approximately  $7,880 and $0,  respectively.  For the nine months
               ended   December   31,   2005   and   2004,   operating   expense
               reimbursements totaled $15,077 and $12,370, respectively.

          (f)  There was a  receivable  due from an  affiliate  in the amount of
               $11,114  as of the June 30,  2005 and  September  30,  2005.  The
               receivable was paid in full during the nine months ended December
               31, 2005.





                                       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, 2005, September 30, 2005 and
                                December 31, 2005
                                   (unaudited)


NOTE 3 - RELATED PARTY TRANSACTIONS, continued

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

<TABLE>
<CAPTION>
<S>     <C>

                                        June 30,  September 30,  December 31,   March 31,
                                         2005         2005         2005            2005
                                       --------     --------     --------       --------

     Accrued asset management fees     $295,158     $312,675     $330,192       $277,641
     Expenses paid by the General
     Partners or an affiliates
     on  behalf of the
     Partnership                        448,055      446,501      446,126        451,417
                                       --------     --------     --------       --------
     Total                             $743,213     $759,176     $776,318       $729,058
                                       ========     ========     ========       ========
</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 -ADVANCES TO LOCAL LIMITED PARTNERSHIPS

During  the  three  months  ended  June  30,  2005,  the  Partnership   advanced
approximately $22,000 to one Local Limited Partnership, in which the Partnership
is a limited  partner.  During the six months  ended  September  30,  2005,  The
Partnership  advanced   approximately  $47,000  to  two  of  the  Local  Limited
Partnerships, in which the Partnership is also a limited partner. These advances
were reserved for the full amount. These advances were used to facilitate timely
escrow  payments.  As of December 31, 2005, total advances made to Local Limited
Partnerships  were $880,916,  all of which have been reserved.  The  Partnership
determined  the   recoverability   of  these  advances  to  be  improbable  and,
accordingly, a reserve had been recorded.



                                       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,  the  Partnership  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,  2005 and 2004,  the three and six  months  ended
September  30, 2005 and 2004,  and the three and nine months ended  December 31,
2005 and 2004,  and should be read in  conjunction  with the combined  condensed
financial statements and accompanying notes included within this report.

FINANCIAL CONDITION

The  Partnership's  assets at June 30, 2005  consisted  primarily of $131,000 in
cash,  aggregate  investments  in the  fifteen  Local  Limited  Partnerships  of
$10,784,000  and due from  affiliate  of $11,000.  Liabilities  at June 30, 2005
consisted  of $743,000 of accrued  annual  asset  management  fees and  advances
payable to the General Partner and/or its affiliates.

The Partnership's assets at September 30, 2005 consisted primarily of $121,000
in cash, aggregate investments in the fifteen Local Limited Partnerships of
$10,519,000 and due from affiliate of $11,000. Liabilities at September 30, 2005
consisted of $759,000 of accrued annual asset management fees and advances
payable to the General Partner and/or its affiliates.

The Partnership's assets at December 31, 2005 consisted primarily of $125,000 in
cash and aggregate  investments  in the fifteen Local  Limited  Partnerships  of
$10,287,000.  Liabilities  at December 31, 2005 consisted of $776,000 of accrued
annual asset  management fees and advances payable to the General Partner and/or
its affiliates.

RESULTS OF OPERATIONS

THREE MONTHS  ENDED JUNE 30, 2005  COMPARED TO THREE MONTHS ENDED JUNE 30, 2004.
The  Partnership's  net loss  for the  three  months  ended  June  30,  2005 was
$(1,050,000),  reflecting an increase of  approximately  $(119,000) from the net
loss of $(931,000) for the three months ended June 30, 2004. The increase in net
loss was  primarily due to the increase in impairment  loss of  $(179,000).  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  Partnership  compared to the current  carrying
value of each of the  investments  to the  Partnership . There was a decrease of
equity in losses of Local Limited  Partnerships of $80,000 to $(234,000) for the
three months ended June 30, 2005 from $(314,000) for the three months ended June
30, 2004. The equity in losses can vary each year depending on the operations of
each of the Local  Limited  Partnerships.  There was an increase of $(21,000) in
bad debt expense for the three months ended June 30, 2005 due to an advance that
was made during the three  months  ended June 30, 2005 and  reserved  for in the
same quarter compared to $0 advanced and reserved in the three months ended June
30, 2004. A Local Limited  Partnership was experiencing  some operations  issues
and the Partnership advanced the funds that were necessary. Additionally the


                                       22
<PAGE>

accounting  and legal  expenses  decreased  by $1,000 for the three months ended
June 30, 2005  compared to the three  months ended June 30, 2004 due to a timing
issue of the accounting work being performed.

THREE  MONTHS  ENDED  SEPTEMBER  30,  2005  COMPARED TO THE THREE  MONTHS  ENDED
SEPTEMBER  30,  2004  The  Partnership's  net loss for the  three  months  ended
September  30,  2005 was  $(291,000),  reflecting  a decrease  of  approximately
$43,000 from the net loss of $(334,000) for the three months ended September 30,
2004. There was a decrease of equity in losses of Local Limited  Partnerships of
$65,000  to  $(249,000)  for the three  months  ended  September  30,  2005 from
$(314,000) for the three months ended September 30, 2004. The decrease in equity
in losses of Local Limited  Partnerships is partially due to the Partnership not
recognizing losses of two of the Local Limited Partnerships.  The investments in
such Local Limited  Partnerships had reached $0 at September 30, 2005. Since the
Partnership's  liability with respect to its  investments is limited,  losses in
excess of investment are not  recognized.  There was an increase of $(25,000) in
bad debt expense for the three months ended  September  30, 2005 due to advances
that were made during the three months ended September 30, 2005 and reserved for
in the same  quarter  compared to $0 advanced  and  reserved in the three months
ended  September 30, 2004. A Local Limited  Partnership  was  experiencing  some
operations  issues and the  Partnership  advanced the funds that were necessary.
The accounting and legal expenses decreased by $2,000 for the three months ended
September  30, 2005  compared to the three months ended  September  30, 2004. As
discussed in the above paragraph,  the accounting expense difference is a timing
issue.

SIX MONTHS ENDED  SEPTEMBER 30, 2005 COMPARED TO THE SIX MONTHS ENDED  SEPTEMBER
30, 2004 The  Partnership's net loss for the six months ended September 30, 2005
was $(1,341,000), reflecting an increase of approximately $(74,000) from the net
loss of  $(1,256,000)  for the six months ended September 30, 2004. The increase
in net loss was primarily due to the increase in impairment  loss of $(179,000).
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 to the Partnership  compared to the
current  carrying  value  of each of the  investments  to the  Partnership.  The
increase  in  impairment  loss was offset by a  decrease  of equity in losses of
Local Limited  Partnerships  of $146,000 to $(483,000)  for the six months ended
September 30, 2005 from  $(629,000) for the six months ended September 30, 2004.
The decrease in equity in losses of Local Limited  Partnerships is partially due
to  the  Partnership  not  recognizing  losses  of  two  of  the  Local  Limited
Partnerships.  The investments in such Local Limited Partnerships had reached $0
at September 30, 2005.  Since the  Partnership's  liability  with respect to its
investments is limited, losses in excess of investment are not recognized. There
was an  increase  of  $(47,000)  in bad debt  expense  for the six months  ended
September  30,  2005 due to  advances  being made  during  the six months  ended
September 30, 2005 and reserved for in the same quarter  compared to $0 advanced
and  reserved  in the six months  ended  September  30,  2004.  A Local  Limited
Partnership was experiencing some operations issues and the Partnership advanced
the funds that were necessary.  Reporting Fees decreased by $(3,000) for the six
months ended  September 30, 2005 compared to the six months ended  September 30,
2004 due to the fact that Local Limited  Partnerships  pay reporting fees to the
Partnership  when the  Local  Limited  Partnership's  cash flow  allows  for the
payment.  Additionally the accounting and legal expenses decreased by $2,000 for
the six months  ended  September  30,  2005  compared  to the six  months  ended
September 30, 2004 due to a timing issue of accounting work being performed. The
other operating expenses also decreased by $4,000.

THREE MONTHS ENDED DECEMBER 31, 2005 COMPARED TO THE THREE MONTHS ENDED DECEMBER
31, 2004 The Partnership's net loss for the three months ended December 31, 2005
was $(256,000), reflecting a decrease of approximately $19,000 from the net loss
of  $(275,000)  for the three  months ended  December 31, 2004.  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, 2005.  The income was  recognized  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 a decrease of equity in
losses of Local  Limited  Partnership  of  $98,000 to  $(216,000)  for the three
months  ended  December  31, 2005 from  $(314,000)  for the three  months  ended
December  31,  2004.   The  decrease  in  equity  in  losses  of  Local  Limited
Partnerships is partially due to the  Partnership not recognizing  losses of two
of the  Local  Limited  Partnerships.  The  investments  in such  Local  Limited
Partnerships  had reached $0 at December 31, 2005.  There was also a decrease of
$49,000 in bad debt expense for the three months ended  December 31, 2005 due to
advances  made during the three months ended  December 31, 2004 and reserved for
in the same  quarter  compared to $0 advanced  and  reserved in the three months
ended  December 31, 2005. A Local  Limited  Partnership  was  experiencing  some
operations  issues and the  Partnership  advanced the funds that were necessary.
The interest income decreased by $(4,000) for the three months ended


                                       23
<PAGE>

December 31, 2004. The  accounting and legal expenses  increased by $(5,000) for
the three  months  ended  December  31, 2005  compared to the three months ended
December 31, 2004. As discussed  above, the accounting  expense  difference is a
timing issue.

NINE MONTHS ENDED  DECEMBER 31, 2005 COMPARED TO NINE MONTHS ENDED  DECEMBER 31,
2004 The  Partnership's net loss for the nine months ended December 31, 2005 was
$(1,597,000),  reflecting an increase of  approximately  $(57,000)  from the net
loss of  $(1,540,000)  for the nine months ended December 31, 2004. The increase
in net loss was primarily due to the increase in impairment  loss of $(179,000).
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 to the  Partnership  compared to the current  carrying
value of each of the investments to the Partnership. There was also a $(118,000)
in recovery of bad debt income  that was  recognized  for the nine months  ended
December 31, 2004  compared to $0 for the nine months  ended  December 31, 2005.
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 a  decrease  of  equity  in losses of Local
Limited Partnership of $244,000 to $(699,000) for the nine months ended December
31, 2005 from  $(943,000)  for the nine months  ended  December  31,  2004.  The
decrease in equity in losses of Local Limited  Partnerships  is partially due to
the Partnership not recognizing losses of two of the Local Limited Partnerships.
The  investments in such Local Limited  Partnerships  had reached $0 at December
31,  2005.  Reporting  fees  decreased  by $(3,000)  for the nine  months  ended
December 31, 2005 compared to the nine months ended December 31, 2004 due to the
fact that Local Limited  Partnerships pay reporting fees to the Partnership when
the Local  Limited  Partnership's  cash flow allows for  payment.  Additionally,
there was an  decrease of $3,000 in bad debt  expense for the nine months  ended
December 31, 2005. The  accounting and legal expenses  increased by $(3,000) for
the nine  months  ended  December  31, 2005  compared  to the nine months  ended
December 31, 2004 due to the timing issue of  accounting  work being  performed.
There was also a $2,000  decrease in other operating  expenses.  Interest income
decreased by $(4,000) for the nine months ended December 31, 2004.

CAPITAL RESOURCES AND LIQUIDITY

THREE  MONTHS  ENDED JUNE 30, 2005  COMPARED TO THREE MONTHS ENDED JUNE 30, 2004
Net cash used  during  the  three  months  ended  June 30,  2005 was  $(27,000),
compared  to net cash  used  during  the three  months  ended  June 30,  2004 of
$(5,000)  reflecting a change of  $(22,000).  This change was  primarily  due to
$(22,000) advanced to Local Limited  Partnerships  during the three months ended
June 30, 2005 compared to $0 advanced to Local Limited  Partnerships  during the
three  months ended June 30,  2004.  Additionally  during the three months ended
June 30, 2005 the  Partnership  reimbursed the General Partner or its affiliates
$(5,000)  for  expenses  that were paid on its  behalf  compared  to $0 that was
reimbursed during the three months ended June 30, 2004. Additionally, during the
three  months  ended  June 30,  2005 the  Partnership  did not make any  capital
contributions to Local Limited  Partnerships  compared to $8,000 made during the
three months ended June 30, 2004. The Partnership collected $0 in reporting fees
for the three  months  ended June 30, 2005  compared to $3,000  during the three
months ended June 30, 2004.

SIX MONTHS ENDED  SEPTEMBER 30, 2005 COMPARED TO SIX MONTHS ENDED  SEPTEMBER 30,
2004 Net cash used during the six months ended September 30, 2005 was $(36,000),
compared to net cash provided  during the six months ended September 30, 2004 of
$13,000,  reflecting a change of  $(49,000).  This change was  primarily  due to
$(46,000)  advanced to Local  Limited  Partnerships  during the six months ended
September  30, 2005  compared to no  advances  made during the six months  ended
September 30, 2004. Additionally, during the six months ended September 30, 2005
the  Partnership  did not  make  any  capital  contributions  to  Local  Limited
Partnerships  compared to $20,000  made during the three  months  ended June 30,
2004.  The  Partnership  collected  $20,000 in reporting fees for the six months
ended  September 30, 2004 compared to $17,000 during the three months ended June
30,  2005.  Additionally  during the six months  ended  September  30,  2005 the
Partnership  reimbursed  the  General  Partner or its  affiliates  $(8,000)  for
expenses that were paid on its behalf compared to $0 that was reimbursed  during
the six months ended September 30, 2004.

NINE MONTHS ENDED  DECEMBER 31, 2005 COMPARED TO NINE MONTHS ENDED  DECEMBER 31,
2004 Net cash used during the nine months ended December 31, 2005 was $(32,000),
compared to net cash provided  during the nine months ended December 31, 2004 of
$140,000,  reflecting  a change of  $(172,000).  During  the nine  months  ended
December 31, 2004, $210,000 was released from an escrow account into the


                                       24
<PAGE>

Partnerships operating cash account therefore increasing cash by that amount.
Also the nine months ended December 31, 2004 reflects capital contribution
payments to Local Limited Partnerships of $45,000. Additionally, there was a
$118,000 recovery of bad debt during the nine months ended December 31, 2004
compared to $0 during the nine months ended December 31, 2005. Finally, during
the nine months ended December 31, 2005 the Partnership reimbursed the General
partner for expenses it paid on the Partnerships behalf of $(15,000) compared to
$(12,000) reimbursed during the nine months ended December 31, 2004.

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

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, 2005, September 30, 2005 and
         December 31, 2005 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