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 December 31, 2001

                                       OR

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

             For the transition period from ________ to ___________

                         Commission file number: 0-24855


                 WNC HOUSING TAX CREDIT FUND VI, L.P., Series 5
            California                          33-0745418
      State or other  jurisdiction  of       (I.R.S.  Employer

        incorporation or organization         Identification No.)



                         3158 Redhill Avenue, Suite 120

                              Costa Mesa, CA 92626

                                 (714) 662-5565


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes              No      X
    -----------     -------


<PAGE>


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

                               INDEX TO FORM 10-Q

              For the Three and Nine Months Ended December 31, 2001







PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

         Balance Sheets
           December 31, 2001 and March 31, 2001                                3

         Statements of Operations
           For the Three and Nine Months Ended December 31, 2001 and 2000      4

         Statement of Partners' Equity (Deficit)
           For the Nine Months Ended December 31, 2001                         5

         Statements of Cash Flows
           For the Nine Months Ended December 31, 2001 and 2000                6

         Notes to Financial Statements                                         7

Item 2.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                           13

Item 3.  Quantitative and Qualitative Disclosures about Market Risks          15


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                    15

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

         Signatures                                                           16

                                       2

<PAGE>


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

                                 BALANCE SHEETS
<TABLE>
<CAPTION>

                                                               December 31, 2001              March 31, 2001
                                                            ------------------------       ----------------------
                                                                  (unaudited)
<S>                                                       <C>                            <C>
ASSETS

Cash and cash equivalents                                 $                  7,386       $               90,481
Funds held in escrow disbursement account                                  202,421                      256,649
Investments in limited partnerships, net (Note 2)                       16,354,673                   17,555,917
Other assets                                                                21,060                       18,822
                                                            ------------------------       ----------------------
                                                          $             16,585,540       $           17,921,869
                                                            ========================       ======================

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
  Payables to limited partnerships (Note 4)               $                229,030       $              229,030
   Escrow interest Payable                                                   8,594                            -
  Accrued fees and expenses due to
   General Partner and affiliates (Note 3)                                 141,048                       66,298
                                                            ------------------------       ----------------------
    Total liabilities                                                      378,672                      295,328
                                                            ------------------------       ----------------------
Commitments and contingencies (Note 6)

Partners' equity (deficit):
  General Partner                                                          (87,024)                     (72,827)
  Limited Partners (25,000 units authorized,
   25,000 units issued and outstanding)                                 16,293,892                   17,699,368
                                                            ------------------------       ----------------------
    Total partners' equity                                              16,206,868                   17,626,541
                                                            ------------------------       ----------------------
                                                          $             16,585,540       $           17,921,869
                                                            ========================       ======================
</TABLE>

                 See accompanying notes to financial statements
                                       3
<PAGE>


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

                            STATEMENTS OF OPERATIONS

         For the Three and Nine Months Ended December 31, 2001 and 2000
                                   (unaudited)
<TABLE>
<CAPTION>
                                                           2001                                        2000
                                          ---------------------------------------    -----------------------------------------
                                               Three                  Nine                Three                   Nine
                                               Months                Months               Months                 Months
                                          -----------------     -----------------    -----------------      ------------------

<S>                                     <C>                   <C>                  <C>                    <C>
Interest income                         $             104     $             715    $           2,976      $           12,945
                                          -----------------     -----------------    -----------------      ------------------
Operating expenses:
  Amortization (Note 2)                            16,134                48,402               16,134                  48,402
  Asset management fees (Note 3)                   17,517                52,551               17,188                  51,563
  Legal and accounting fees                         9,956                31,347               17,427                  29,802
  Other                                            12,214                60,746               96,585                 132,653
                                          -----------------     -----------------    -----------------      ------------------

    Total operating expenses                       55,821               193,046              147,334                 262,420
                                          -----------------     -----------------    -----------------      ------------------
Loss from operations                              (55,717)             (192,331)            (144,358)               (249,475)

Equity in losses of
 limited partnerships (Note 2)                   (408,460)           (1,227,342)            (310,929)             (1,030,912)
                                          -----------------     -----------------    -----------------      ------------------
Net loss                                $        (464,177)    $      (1,419,673)   $        (455,287)     $       (1,280,387)
                                          =================     =================    =================      ==================
Net loss allocated to:
  General Partner                       $          (4,642)    $         (14,197)   $          (4,553)     $          (12,804)
                                          =================     =================    =================      ==================
  Limited Partners                      $        (459,535)    $      (1,405,476)   $        (450,734)     $       (1,267,583)
                                          =================     =================    =================      ==================
Net loss per weighted limited
  partner unit                          $             (19)    $             (57)   $             (18)     $              (51)
                                          =================     =================    =================      ==================
Outstanding weighted limited
  partner units                                    25,000                25,000               25,000                  25,000
                                          =================     =================    =================      ==================
</TABLE>
                 See accompanying notes to financial statements
                                       4
<PAGE>


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

                     STATEMENT OF PARTNERS' EQUITY (DEFICIT)

                   For the Nine Months Ended December 31, 2001
                                   (unaudited)
<TABLE>
<CAPTION>

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

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

Net loss for the nine months ended
  December 31, 2001                                          (14,197)          (1,405,476)            (1,419,673)
                                                     -----------------    -----------------    ------------------

Partners' equity (deficit) at December 31, 2001    $         (87,024)   $      16,293,892    $       16,206,868
                                                     =================    =================    ==================
</TABLE>

                 See accompanying notes to financial statements
                                       5
<PAGE>


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

                            STATEMENTS OF CASH FLOWS

              For the Nine Months Ended December 31, 2001 and 2000
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                               2001                    2000
                                                                        -------------------     --------------------
<S>                                                                   <C>                     <C>
Cash flows from operating activities:
   Net loss                                                           $        (1,419,673)    $         (1,280,387)
Adjustment to reconcile net loss to
   net cash used in operating activities:
   Amortization                                                                    48,402                   48,402
   Equity in losses of limited partnerships                                     1,227,342                1,030,912
   Other assets                                                                    (2,238)                     (13)
   Accrued fees and expenses due to General Partner
    and affiliates                                                                 74,750                  (83,318)
                                                                        -------------------     --------------------
Net cash used in operating activities                                             (71,417)                (284,404)
                                                                        -------------------     --------------------
Cash flows from investing activities:
   Investments in limited partnerships                                            (84,500)                (173,858)
   Decrease (increase) in funds held in escrow, net of interest
     payable                                                                       62,822                   (9,913)
   Sale of marketable securities                                                        -                   50,073
   Distributions from limited partnerships                                         10,000                   13,000
                                                                        -------------------     --------------------
Net cash used in investing activities                                             (11,678)                (120,698)
                                                                        -------------------     --------------------


Net decrease in cash and cash equivalents                                         (83,095)                (405,102)

Cash and cash equivalents, beginning of period                                     90,481                  574,137
                                                                        -------------------     --------------------
Cash and cash equivalents, end of period                              $             7,386     $            169,035
                                                                        ===================     ====================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
       Taxes paid                                                     $               800     $                800
                                                                        ===================     ====================
</TABLE>
                 See accompanying notes to financial statements

                                       6

<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS
                       For the Three and Nine Months Ended
                                December 31, 2001
                                   (unaudited)




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

General
-------

The accompanying  condensed unaudited financial statements have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information and with the  instructions to Form 10-Q for quarterly  reports under
Section 13 or 15(d) of the Securities Exchange Act of 1934. Accordingly, they do
not include all of the information and footnotes  required by generally accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
three and nine months ended December 31, 2001 is not  necessarily  indicative of
the results that may be expected for the fiscal year ending March 31, 2002.  For
further  information,  refer to the financial  statements and footnotes  thereto
included  in the  Partnership's  annual  report on Form 10-K for the fiscal year
ended March 31, 2001.

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

WNC Housing Tax Credit Fund VI, L.P., Series 5, a California Limited Partnership
(the "Partnership"),  was formed on March 3, 1997 under the laws of the state of
California,  and commenced  operations on August 29, 1997. The  Partnership  was
formed to invest primarily in other limited  partnerships and limited  liability
companies (the "Local Limited  Partnerships") which own and operate multi-family
housing  complexes  (the  "Housing  Complex")  that are  eligible for low income
housing credits.  The local general  partners (the "Local General  Partners") of
each Local Limited Partnership retain responsibility for maintaining,  operating
and managing the Housing Complex.

The  general  partner  is WNC  Tax  Credit  Partners,  IV,  L.P.  (the  "General
Partner"), and a California limited partnership.  WNC & Associates, Inc. ("WNC")
is the general partner of the General Partner.  Wilfred N. Cooper,  Sr., through
the Cooper Revocable Trust, owns 93.65% of the outstanding stock of WNC. Wilfred
N. Cooper,  Jr.,  President of WNC, owns 3.01% of the outstanding  stock of WNC.
The business of the  Partnership is conducted  primarily  through WNC as neither
the General Partner nor the Partnership has employees of their 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  partnership  agreement  authorized the sale of up to 25,000 units at $1,000
per Unit  ("Units").  The  offering of Units  concluded on July 9, 1998 at which
time 25,000 Units representing  subscriptions in the amount of $24,918,175,  net
of discount of $54,595 for volume  purchases  and $27,230 for dealer  discounts,
had been accepted.  The General Partner has a 1-% interest in operating  profits
and losses,  taxable income and losses,  in cash available for distribution from
the  Partnership  and tax credits.  The limited  partners  will be allocated the
remaining 99% interest in proportion to their respective investments.

After the limited  partners  have received  proceeds from a sale or  refinancing
equal to their capital  contributions and their return on investment (as defined
in the  Partnership  Agreement)  and the General  Partner has received  proceeds
equal  to its  capital  contribution  and a  subordinated  disposition  fee  (as
described in Note 4) from the  remainder,  any  additional  sale or  refinancing
proceeds will be distributed 90% to the limited partners (in proportion to their
respective investments) and 10% to the General Partner.


                                       7
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                       For the Three and Nine Months Ended
                                December 31, 2001
                                   (unaudited)

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

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

The Partnership's  investments in Local Limited  Partnerships are subject to the
risks incident to the management and ownership of low-income  housing and to the
management and ownership of multi-unit  residential  real estate.  Some of these
risks  are that the low  income  housing  credit  could be  recaptured  and that
neither the  Partnership's  investments  nor the Housing  Complexes owned by the
Local Limited Partnerships will be readily marketable. To the extent the Housing
Complexes  receive  government  financing  or operating  subsidies,  they may be
subject to one or more of the following risks: difficulties in obtaining tenants
for the Housing Complexes; difficulties in obtaining rent increases; limitations
on cash distributions; limitations on sales or refinancing of Housing Complexes;
limitations on transfers of Local Limited Partnership Interests;  limitations on
removal of Local General Partners; limitations on subsidy programs; and possible
changes in applicable regulations.  The Housing Complexes are or will be subject
to  mortgage  indebtedness.  If a Local  Limited  Partnership  does not make its
mortgage payments, the lender could foreclose resulting in a loss of the Housing
Complex  and  low-income  housing  credits.  As a limited  partner  of the Local
Limited Partnerships, the Partnership will have very limited rights with respect
to management of the Local  Limited  Partnerships,  and will rely totally on the
Local General  Partners of the Local Limited  Partnerships for management of the
Local Limited Partnerships.  The value of the Partnership's  investments will be
subject  to  changes  in  national  and  local  economic  conditions,  including
unemployment  conditions,  which could adversely  impact vacancy levels,  rental
payment  defaults and operating  expenses.  This, in turn,  could  substantially
increase  the  risk of  operating  losses  for  the  Housing  Complexes  and the
Partnership.  In addition,  each Local Limited  Partnership  is subject to risks
relating  to  environmental  hazards  and  natural  disasters,  which  might  be
uninsurable. Because the Partnership's operations will depend on these and other
factors  beyond  the  control  of the  General  Partner  and the  Local  General
Partners,  there can be no assurance  that the  anticipated  low income  housing
credits will be available to Limited Partners.

In addition,  Limited  Partners are subject to risks in that the rules governing
the low income  housing  credit are  complicated,  and the use of credits can be
limited.  The only  material  benefit from an investment in Units may be the low
income housing credits. There are limits on the transferability of Units, and it
is unlikely that a market for Units will develop.  All management decisions will
be made by the General Partner.

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

The Partnership  accounts for its investments in limited  partnerships using the
equity method of  accounting,  whereby the  Partnership  adjusts its  investment
balance for its share of the Local Limited  Partnership's  results of operations
and for any distributions received. The accounting policies of the Local Limited
Partnership's  are consistent with those of the  Partnership.  Costs incurred by
the  Partnership  in acquiring the  investments  are  capitalized as part of the
investment account and are being amortized over 30 years (see Note 2).

Offering Expenses
-----------------

Offering  expenses consist of underwriting  commissions,  legal fees,  printing,
filing and recordation fees, and other costs incurred in connection with selling
limited  partnership  interests  in the  Partnership.  The  General  Partner  is
obligated  to pay all  offering  and  organization  costs  in  excess  of  14.5%
(including sales commissions) of the total offering proceeds.  Offering expenses
are  reflected  as a reduction  of limited  partners'  capital  and  amounted to
$3,357,441 as of December 31, 2001 and March 31, 2001.


                                       8
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                       For the Three and Nine Months Ended
                                December 31, 2001
                                   (unaudited)

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

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

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

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

The  Partnership   considers  all  highly  liquid   investments  with  remaining
maturities of three months or less when purchased to be cash equivalents.  As of
December 31, 2001 and March 31, 2001, the Partnership had cash equivalents of $0
and $50,000,  respectively.  Of these amounts,  $0 and $50,000  consisted of tax
exempt  instruments  collateralized  by tax exempt  municipal bonds from various
municipalities  throughout the United  States.  These  instruments  generate tax
exempt yields and generally have 35 days or less maturities.

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

At  December  31,  2001 and March 31,  2001,  the  Partnership  maintained  cash
balances at certain  financial  institutions in excess of the federally  insured
maximum.

Net Loss Per Weighted Limited Partner Unit
------------------------------------------

Net loss per weighted  limited partner unit is calculated  pursuant to Statement
of Financial Accounting Standards No. 128, Earnings Per Share. Net loss per unit
includes no dilution  and is computed  by  dividing  loss  available  to limited
partners by the weighted average number of units outstanding  during the period.
Calculation of diluted net loss per unit is not required.

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

In June 1997,  the FASB  issued  Statement  of  Financial  Accounting  Standards
("SFAS") No. 130, Reporting  Comprehensive  Income.  This statement  establishes
standards for reporting the components of comprehensive income and requires that
all items that are  required to be  recognized  under  accounting  standards  as
components of comprehensive  income be included in a financial statement that is
displayed with the same prominence as other financial statements.  Comprehensive
income  includes net income as well as certain items that are reported  directly
within a separate  component  of  partners'  equity and bypass net  income.  The
Partnership  adopted the  provisions of this  statement in 1998. For the periods
presented,  the Partnership has no elements of other  comprehensive  income,  as
defined by SFAS No. 130.

Reclassification
----------------

Certain  prior  period  balances  have  been  reclassified  to  conform  to  the
presentation for the three and nine months ended December 31, 2001.

                                       9
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                       For the Three and Nine Months Ended
                                December 31, 2001
                                   (unaudited)


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

As of December 31, 2001 and March 31, 2001, the Partnership has acquired limited
partnership interests in 15 Local Limited  Partnerships,  each of which owns one
Housing  Complex  consisting  of  an  aggregate  of  624  apartment  units.  The
respective  general  partners  of the  Local  Limited  Partnerships  manage  the
day-to-day  operations of the entities.  Significant  Local Limited  Partnership
business decisions required approval from the Partnership. The Partnership, as a
limited partner, is generally entitled to 99%, as specified in the Local Limited
Partnership agreements,  of the operating profits and losses, taxable income and
losses and tax credits of the Local Limited Partnerships.

Equity  in  losses  of the  Local  Limited  Partnerships  is  recognized  in the
financial  statements until the related  investment account is reduced to a zero
balance. Losses incurred after the investment account is reduced to zero are not
recognized. If the Local Limited Partnerships report net income in future years,
the  Partnership  will resume applying the equity method only after its share of
such net  income  equals  the share of net  losses  not  recognized  during  the
period(s) the equity method was suspended.

Distributions  received by limited  partners are accounted for as a reduction of
the investment balance.  Distributions received after the investment has reached
zero are recognized as income.  As of December 31, 2001, no investment  accounts
in Local Limited Partnerships reached a zero balance.

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

                                                             For the Nine months         For the Year
                                                                    Ended                    Ended
                                                              December 31, 2001         March 31, 2001
                                                            ----------------------     ------------------

<S>                                                       <C>                        <C>
Investments  in  limited  partnerships,   beginning  of
period                                                    $           17,555,917     $       19,293,654
Capital contributions  paid, net                                          84,500                130,681
Equity in losses of limited partnerships                              (1,227,342)            (1,803,882)
Distributions received from limited partnerships                         (10,000)                     -
Amortization of capitalized acquisition fees and costs                   (48,402)               (64,536)
                                                            ----------------------     ------------------

Investments in limited partnerships, end of period        $           16,354,673     $       17,555,917
                                                            ======================     ==================
</TABLE>

                                       10

<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                       For the Three and Nine Months Ended
                                December 31, 2001
                                   (unaudited)

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

Selected financial  information for the nine months ended December 31, 2001 from
the combined financial statements of the Local Limited Partnerships in which the
Partnership has invested is as follows:
<TABLE>
<CAPTION>

                                                                    2001                  2000
                                                             -------------------    ------------------
<S>                                                       <C>                     <C>
Revenues                                                  $          1,662,000    $        1,647,000
                                                             -------------------    ------------------
Expenses:
  Operating expenses                                                 1,393,000             1,235,000
  Interest expense                                                     587,000               627,000
  Depreciation and amortization                                        915,000               828,000
                                                             -------------------    ------------------
Total expenses                                                       2,895,000             2,690,000
                                                             -------------------    ------------------
Net loss                                                  $         (1,233,000)   $       (1,043,000)
                                                             ===================    ==================
Net loss allocable to the Partnership                     $         (1,227,000)   $       (1,031,000)
                                                             ===================    ==================
Net loss recorded by the Partnership                      $         (1,227,000)   $       (1,031,000)
                                                             ===================    ==================
</TABLE>

Certain Local Limited  Partnerships have incurred  significant  operating losses
and  have  working  capital  deficiencies.  In the  event  these  Local  Limited
Partnerships continue to incur significant operating losses,  additional capital
contributions  by the  Partnership  and/or  the  Local  General  Partner  may be
required  to sustain  the  operations  of such Local  Limited  Partnerships.  If
additional  capital  contributions  are not made  when  they are  required,  the
Partnership's  investment in certain of such Local Limited Partnerships could be
impaired, and the loss and recapture of the related tax credits could occur.

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

The Partnership has no officers,  employees,  or directors.  However,  under the
terms of the  Partnership  Agreement the Partnership is obligated to the General
Partner or its affiliates for the following fees:

(a)  An annual asset  management  fee not to exceed 0.2% of the invested  assets
     (defined as the Partnership's  capital  contributions  plus reserves of the
     Partnership of up to 5% of gross proceeds plus its allocable  percentage of
     the mortgage debt  encumbering the housing  complexes) of the Local Limited
     Partnerships.  Management fees of $52,551 and $51,563 were incurred for the
     nine  months  ended  December  31,  2001 and 2000,  respectively,  of which
     $16,795 and $50,385 was paid during the nine months ended December 31, 2001
     and 2000, respectively.

(b)  A subordinated  disposition fee in an amount equal to 1% of the sales price
     of real estate  sold.  Payment of this fee is  subordinated  to the limited
     partners  receiving a preferred return of 12% through December 31, 2008 and
     6% thereafter (as defined in the Partnership Agreement) and is payable only
     if the  General  Partner or its  affiliates  render  services  in the sales
     effort.

                                       11
<PAGE>



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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                       For the Three and Nine Months Ended
                                December 31, 2001
                                   (unaudited)



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

Accrued fees and expenses due to the General Partner and affiliates consisted of
the following:
<TABLE>
<CAPTION>
                                                                December 31, 2001            March 31, 2001
                                                              -----------------------       ------------------

<S>                                                        <C>                           <C>
       Advances from WNC                                   $                  24,399     $             42,134
       Asset management fee payable                                           59,920                   24,164
       Others                                                                 56,729                        -
                                                              -----------------------       ------------------
         Total                                             $                 141,048     $             66,298
                                                              =======================       ==================
</TABLE>


The Partnership  currently has insufficient  working capital to fund operations.
WNC has agreed to  continue  providing  advances  sufficient  enough to fund the
operations and working capital  requirements of the partnership through at least
February 11, 2003.

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

Payables to limited  partnerships  represent  amounts,  which are due at various
times  based on  conditions  specified  in the  respective  limited  partnership
agreements.  These  contributions  are payable in installments and are generally
due upon the limited  partnerships  achieving certain  development and operating
benchmarks (generally within two years of the Partnership's initial investment).

NOTE 5 - INCOME TAXES
---------------------

No provision for income taxes has been recorded in the financial statements,  as
any  liability  for  income  taxes  is the  obligation  of the  partners  of the
Partnership.

NOTE 6 - COMMITMENTS AND CONTINGENCIES
--------------------------------------

The  Partnership  has a 99% limited  partnership  investment in El Reno L.P. WNC
identified a potential problem with the General Partner of El Reno in regards to
alleged  contractual  contributions  not being made to the  entity.  The General
Partner has since withdrawn from the position and WNC has commenced legal action
against the former  General  Partner for  failing to make  contributions  to the
entity.  The suit is  currently  pending.  WNC now  controls  the Local  Limited
Partnership.



                                       12
<PAGE>



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

Forward Looking Statements

With  the  exception  of  the  discussion  regarding   historical   information,
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations"  and  other   discussions   elsewhere  in  this  Form  10-Q  contain
forward-looking  statements.  Such statements are based on current  expectations
subject to uncertainties and other factors,  which may involve known and unknown
risks that could cause actual  results of operations to differ  materially  from
those, projected or implied.  Further,  certain  forward-looking  statements are
based upon assumptions about future events, which may not prove to be accurate.

Risks and uncertainties inherent in forward-looking  statements include, but are
not  limited  to,  our  future  cash  flows and  ability  to  obtain  sufficient
financing, level of operating expenses, conditions in the low income housing tax
credit property market and the economy in general, as well as legal proceedings.
Historical  results are not necessarily  indicative of the operating results for
any future period.

Subsequent  written and oral  forward-looking  statements  attributable to us or
persons  acting on our behalf  are  expressly  qualified  in their  entirety  by
cautionary  statements  in this Form 10-Q and in other reports we filed with the
Securities and Exchange  Commission.  The following discussion should be read in
conjunction  with the  Consolidated  Financial  Statements and the Notes thereto
included elsewhere in this filing.

The following discussion and analysis compares the results of operations for the
fiscal  quarters  ended  December  31,  2001 and  2000,  and  should  be read in
conjunction  with the condensed  financial  statements  and  accompanying  notes
included within this report.

Financial Condition

The Partnership's  assets at December 31, 2001 consisted  primarily of $7,000 in
cash,  $202,000 in restricted cash,  aggregate  investments in the fifteen Local
Limited Partnerships of $16,355,000 and $21,000 in other assets.  Liabilities at
December  31,  2001  primarily  consisted  of  $229,000  due  to  Local  Limited
Partnerships,  $60,000 in annual asset management fees,  $81,000 in advances and
other payables due to the General  Partner or  affiliates,  and $9,000 in escrow
interest payable.

Results of Operations

Three Months Ended December 31, 2001 Compared to Three Months Ended December 31,
2000.  The  Partnership's  net loss for the three months ended December 31, 2001
was $(464,000),  reflecting an increase of $(9,000) from the $(455,000) net loss
for the three months ended  December 31, 2000. The change was due to an increase
in equity in losses of Local Limited Partnerships of $97,000 from $(311,000) for
the three months  ended  December  31, 2000 to  $(408,000)  for the three months
ended  December  31,  2001.  The increase is offset by the decrease in loss from
operations by $88,000 from  $(144,000)  for the three months ended  December 31,
2000 to  $(56,000)  for the three months  ended  December 31, 2001.  The $88,000
decrease  in loss from  operations  was due to the write off of  advances to two
Limited  Partnerships of $96,000 during the three months ended December 31, 2000
compared to $12,000 for the three  months  ended  December 31, 2001 as well as a
$7,000  reduction in legal and accounting fees offset by a reduction in interest
income of $3,000 from $3,000 for three months ended  December 31, 2000  compared
to $0 for the three months ended December 31, 2001.

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<PAGE>


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

Nine Months Ended  December 31, 2001 Compared to Nine Months Ended  December 31,
2000. The Partnership's net loss for the nine months ended December 31, 2001 was
$(1,420,000),  reflecting an increase of $140,000 from the $(1,280,000) net loss
for the nine months ended  December 31, 2000.  The change was due to an increase
in equity in losses of Local Limited  Partnerships of $196,000 from $(1,031,000)
to  $(1,227,000)  for  the  nine  months  ended  December  31,  2000  and  2001,
respectively.  The increase is offset by the decrease in loss from operations by
$57,000  from  $(249,000)  for  the  nine  months  ended  December  31,  2000 to
$(192,000) for the nine months ended December 31, 2001. The $57,000  decrease in
loss from  operations  was  primarily  due to a decrease  in other  expenses  of
approximately  $72,000  including a $84,000 decrease in write off of advances to
two limited  partnerships  during the nine  months  ended  December  31, 2001 as
compared  to  December  31,  2000  offset by a decrease  in  interest  income of
$11,000.


Cash Flows

Nine months Ended  December 31, 2001 Compared to Nine months Ended  December 31,
2000.  Net decrease in cash during the nine months  ended  December 31, 2001 was
$(83,000)  compared  to net cash  decrease  for the nine months  ended  December
31,2000 of $(405,000)  reflecting a decrease of $(322,000).  The decrease in net
cash used is due primarily to $(213,000)  decrease in net cash used by operating
activities, to $71,000 for the nine months ended December 31, 2001 from $284,000
for the  nine  months  ended  December  31,  2000.  In  addition,  there  was an
approximately  $109,000  decrease in net cash used by  investing  activities  of
$(121,000)  from the nine months ended  December 31, 2000 to $(12,000) cash used
in  investing  activities  for the nine months  ended  December  31,  2001.  The
decrease  in net cash used by  operating  activities  is offset by a decrease in
cash used in financing activities by $10,000 due to an advance to Mansur Wood by
December 31, 2001.

During the nine  months  ended  December  31,  2001  accrued  fees and  expenses
increased by $74,000 and consist  primarily of related party management fees and
advances due to the General  Partner.  The General  Partner does not  anticipate
that the  accrued  fees and  advances  will be paid  until  such time as capital
reserves  are in excess  of  foreseeable  working  capital  requirements  of the
partnership.

The Partnership  currently has insufficient  working capital to fund operations.
WNC has agreed to  continue  providing  advances  sufficient  enough to fund the
operations and working capital  requirements of the partnership through at least
February 11, 2003.




                                       14

<PAGE>










Item 3.   Quantitative and Qualitative Disclosures About Market Risks

          None.

Part II.  Other Information

Item 1.   Legal Proceedings

          Legal Proceeding against General Partner of El Reno.

Item 6.   Exhibits and Reports on Form 8-K

         None.






                                       15
<PAGE>


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

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

By:   WNC & Associates, Inc.        General Partner





By:  /s/Wilfred N. Cooper, Jr.
Wilfred N. Cooper, Jr., President - Chief Operating Officer
WNC & Associates, Inc.

Date:  February 12, 2002





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

Date:  February 12, 2002


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