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, 1999

                                       OR

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

             For the transition period from ________ to ___________

                         Commission file number: 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 X No.





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

                       (A California Limited Partnership)

                               INDEX TO FORM 10-Q

                     For the Quarter Ended December 31, 1999



PART I. FINANCIAL INFORMATION

  Item 1. Financial Statements

    Balance Sheets
      December 31,1999 and March 31, 1999.................................3

    Statements of Operations
      For the three and nine months ended December 31, 1999 and 1998......4

    Statement of Partners' Equity (Deficit)
      For the nine months ended December 31, 1999.........................5

    Statements of Cash Flows
      For the nine months ended December 31, 1999 and 1998................6

    Notes to Financial Statements ........................................7

  Item 2. Management's Discussion and Analysis of Financial
          Condition and Results of Operations.............................14

  Item 3. Quantitative and Qualitative Disclosures About Market Risk......17

PART II. OTHER INFORMATION

  Item 1. Legal Proceedings...............................................17

  Item 6. Exhibits and Reports on Form 8-K................................17

  Signatures .............................................................18



                                       2

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

                                 BALANCE SHEETS

<TABLE>
<CAPTION>

                                                   December 31, 1999      March 31, 1999
                                                   -----------------      --------------
                                                       (unaudited)
                                     ASSETS


<S>                                                  <C>                 <C>
Cash and cash equivalents                            $     1,646,298     $     3,103,129
Funds held in escrow disbursement account                    773,599           4,834,997
Investment in limited partnerships - Note 2               19,297,093          19,968,445
Subscriptions receivable                                           -              38,600
Other assets                                                 219,659              30,814
                                                        ------------        ------------

                                                     $    21,936,649     $    27,975,985
                                                        ============        ============


                        LIABILITIES AND PARTNERS' EQUITY

Liabilities:
Payable to limited partnerships - Note 4             $     1,105,160     $     6,131,391
Accrued fees and expenses due to
 general partner and affiliates - Note 3                     121,429             159,973
                                                        ------------        ------------

                                                           1,226,589           6,291,364
                                                        ------------        ------------

Partners' equity (deficit):
 General partner                                             (41,992)            (32,246)
 Limited partners ( 25,000 units issued
  and outstanding)                                        20,752,052          21,716,867
                                                        ------------        ------------

Total partners' equity                                    20,710,060          21,684,621
                                                        ------------        ------------

                                                     $    21,936,649     $    27,975,985
                                                        ============        ============

</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, 1999 and1998
                                   (unaudited)
<TABLE>
<CAPTION>

                                                     1999                               1998
                                         ------------------------------    --------------------------------

                                             Three             Nine             Three            Nine
                                             Months            Months           Months           Months
                                             ------            ------           ------           ------

<S>                                    <C>             <C>               <C>             <C>
Interest income                        $     22,340    $       92,240    $      49,415   $      233,109
                                         ----------        ----------        ---------       ----------

                                             22,340            92,240           49,415          233,109
                                         ----------        ----------        ---------       ----------

Operating expenses:
Amortization                                 16,134            48,335           15,140           40,586
Asset management fees - Note 3               15,195            50,385           19,082           65,510
Legal and accounting                            184            21,291           (2,000)            (655)
Other                                        50,146           216,790            1,238            8,040
                                         ----------        ----------        ---------       ----------

Total operating expenses                     81,659           336,801           33,460          113,481
                                         ----------        ----------        ---------       ----------

Income (loss) from operations               (59,319)         (244,561)          15,955          119,628

Equity in loss from
 limited partnerships - Note 2             (259,675)         (620,999)         (69,894)         (96,609)
                                         ----------        ----------        ---------       ----------

Net income (loss)                      $   (318,994)   $     (865,560)   $     (53,939)  $       23,019
                                         ==========        ==========        =========       ==========

Net income (loss) allocated to:
 General partner                       $     (3,190)   $       (8,656)   $        (539)  $          230
                                         ==========        ==========        =========       ==========

 Limited partners                      $   (315,804)   $     (856,904)   $     (53,400)  $       22,789
                                         ==========        ==========        =========       ==========

Net loss per weighted limited
 partner unit (25,000  and 21,008
 units issued and outstanding at
 December 31, 1999 and 1998)           $        (13)   $          (34)   $          (3)  $            1
                                         ==========        ==========        =========       ==========


</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, 1999
                                   (unaudited)
<TABLE>
<CAPTION>


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

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

Offering expense                                           (1,090)            (107,911)            (109,001)

Net loss for the nine months ended
 December 31, 1999                                         (8,656)            (856,904)            (865,560)
                                                      -----------         ------------         ------------

Partners' equity (deficit), December 31, 1999     $       (41,992)    $     20,752,052     $     20,710,060
                                                      ===========         ============         ============



</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, 1999 and 1998
                                   (unaudited)

                                                        1999              1998
                                                        ----              ----
Cash flows from operating activities:
 Net loss                                      $    (865,560)    $      23,019
 Adjustments to reconcile net loss to net
  cash used in operating activities:
  Equity in loss from limited partnerships           620,999            33,765
  Amortization                                        48,335           103,430
  Asset management fees                               50,385            65,510
  Change in other assets                            (12,802)           (43,930)
  Accrued fees and expense due to
   general partner and affiliates                       (45)          (330,895)
                                                 ----------         ----------

Net cash used in operating activities              (158,688)          (149,101)
                                                 ----------         ----------

Cash flows from investing activities:
 Investment in limited partnerships                (944,712)        (6,890,239)
 Funds paid into escrow                                             (5,505,543)
 Loans receivable                                    20,002            878,894
 Advances to limited partnerships                  (196,045)                 -
 Acquisition fees payable                           (77,778)                 -
 Acquisition costs and fees                         (18,103)          (871,001)
                                                 ----------         ----------

Net cash used in investing activities            (1,216,636)       (12,387,889)
                                                 ----------         ----------
Cash flows from financing activities:
 Capital contributions from partners                      -          9,144,585
 Notes receivable investor                           38,600            631,885
 Offering expenses                                 (120,107)        (1,329,747)
                                                 ----------         ----------
Net cash provided by (used in) financing
 activities                                         (81,507)         8,446,723
                                                 ----------         ----------

Net decrease in cash and cash equivalents        (1,456,831)        (4,090,267)
                                                 ----------         ----------

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

Cash and cash equivalents, end of period       $  1,646,298     $    3,521,888
                                                 ==========         ==========



                 See accompanying notes to financial statements
                                        6

<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, 1999 and 1998
                                   (unaudited)



SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES:

Funds held in Escrow were applied to
 capital contributions payable to limited partnerships          $   4,061,398
                                                                   ==========


                 See accompanying notes to financial statements
                                        7

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

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 1999
                                   (unaudited)

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

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

In the  opinion of the  General  Partner,  the  unaudited  financial  statements
contain all adjustments  (consisting of normal recurring  accruals) necessary to
present fairly the financial position as of December 31, 1999 and the results of
operations and changes in cash flows for the nine months then ended.

Organization

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

The general partner is WNC & Associates, Inc. ("WNC") (the "General Partner"), a
California  limited  partnership.  Wilfred N.  Cooper,  Sr.,  through the Cooper
Revocable Trust,  owns 66.8% of the outstanding stock of WNC. John B. Lester was
the original  limited partner of the  Partnership  and owns,  through the Lester
Family Trust, 28.6% of the outstanding stock of WNC.

The  partnership  agreement  authorized the sale of up to 25,000 units at $1,000
per Unit  ("Units").  The  offering of Units  concluded on July 9, 1998 at which
time 25,000 Units representing  subscriptions in the amount of $24,918,175,  net
of discount of $54,595 for volume  purchases  and $27,230 for dealer  discounts,
had been accepted.  The General  Partner has a 1% interest in operating  profits
and losses,  taxable income and losses,  in cash available for distribution from
the  Partnership  and tax credits.  The limited  partners  will be allocated the
remaining 99% interest in proportion to their respective investments.

After the limited  partners  have received  proceeds from a sale or  refinancing
equal to their capital  contributions and their return on investment (as defined
in the  Partnership  Agreement)  and the General  Partner has received  proceeds
equal  to its  capital  contribution  and a  subordinated  disposition  fee  (as
described in Note 3) from the  remainder,  any  additional  sale or  refinancing
proceeds will be distributed 90% to the limited partners (in proportion to their
respective investments) and 10% to the General Partner.

                                       8

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                December 31, 1999
                                   (unaudited)

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

Risks and Uncertainties

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

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

Method of Accounting for Investments in Limited Partnerships

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

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  and  $3,248,440  as  of  December  31,  1999  and  March  31,  1999,
respectively.

                                       9

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                December 31, 1999
                                   (unaudited)

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

Use of Estimates

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

Cash and Cash Equivalents

The  Partnership   considers  all  highly  liquid   investments  with  remaining
maturities of three months or less when purchased to be cash equivalents

Net Income (Loss) Per Weighted Limited Partner Unit

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

NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS

As of December 31, 1999 and March 31, 1999, the Partnership has acquired limited
partnership interests in 13 Local Limited  Partnerships,  each of which owns one
Housing  Complex  consisting  of an  aggregate  of 591  apartment  units.  As of
December 31, 1999 and March 31, 1999  construction or rehabilitation of 1 of the
Housing Complexes were still in process.  The respective general partners of the
Local Limited  Partnerships  manage the  day-to-day  operations of the entities.
Significant Local Limited  Partnership  business decisions require approval from
the Partnership. The Partnership, as a limited partner, is generally entitled to
99%, as specified in the Local Limited Partnership agreements,  of the operating
profits  and  losses,  taxable  income and  losses and tax  credits of the Local
Limited Partnerships.

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

                                       10

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                December 31, 1999
                                   (unaudited)

NOTE 2 - INVESTMENT IN LIMITED PARTNERSHIPS,  CONTINUED

The  following is a summary of the equity method  activity of the  investment in
Local Limited  Partnerships  for the nine months ended December 31, 1999 and the
three months ended March 31, 1999:
                                            December 31, 1999   March 31, 1999
                                            -----------------   --------------

Investment balance, beginning of period         $  19,968,445    $  19,927,953
Capital contributions to limited partnerships         (20,121)               -
Acquisition fees and costs                                  -           58,777
Equity in loss from limited partnerships             (620,999)         (22,000)
Capitalized acquisition fees and costs                 18,103           77,826
Amortization of acquisition costs                     (48,335)         (15,334)
                                                 ------------      -----------

Investment per balance sheet, end of period     $  19,297,093    $  19,968,445
                                                 ============      ===========

Selected  financial  information  for the nine months ended December 31 from the
combined  financial   statements  of  the  limited  partnerships  in  which  the
partnership has invested is as follows:
                                                         1999             1998
                                                         ----             ----

Total revenue                                   $   1,187,800    $     816,400
                                                 ------------      -----------

Interest expense                                      440,800          202,358
Depreciation                                          563,100          211,791
Operating expenses                                    809,800          500,090
                                                 ------------      -----------

Total Expenses                                      1,813,700          914,239
                                                 ------------      -----------

Net loss                                        $    (625,900)   $     (97,839)
                                                 ============      ===========

Net loss allocable to the Partnership           $    (620,999)   $     (96,609)
                                                 ============      ===========

Net loss recognized by the Partnership          $    (620,999)   $     (96,609)
                                                 ============      ===========

                                       11

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                December 31, 1999
                                   (unaudited)

NOTE 3- RELATED PARTY TRANSACTIONS

(a)  Annual Asset  Management  Fee. An annual asset  management fee in an amount
     equal to 0.5% of invested assets (the sum of the  Partnership's  Investment
     in Local  Limited  Partnership  Interests 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).  Fees of
     $50,385 and $65,510 were incurred during the nine months ended December 31,
     1999 and 1998,  respectively.  No management fees have been paid during the
     nine months ended December 31, 1999 and 1998..

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

(c)  Interest  in  Partnership.   The  General   Partners   receive  1%  of  the
     Partnership's  allocated Low Income Housing  Credits.  The General Partners
     are also  entitled  to  receive  1% of cash  distributions.  There  were no
     distributions  of cash to the General Partners during the nine months ended
     December 31, 1999 or 1998.

Accrued fees and advance due to  affiliates of the General  Partner  included in
the balance  sheet  consist of the  following at December 31, 1998 and March 31,
1999:
                                 December 31, 1999         March 31, 1999
                                 -----------------         --------------

Asset management fee                $       97,562        $       47,177
Acquisition fee payable                          -                77,778
Reimbursement due on expenses
 paid by affiliate                          16,795                26,759
Other                                        7,072                 8,259
                                       -----------           -----------

Total related party payables        $      121,429        $      159,973
                                       ===========           ===========

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).

                                       12

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                December 31, 1999
                                   (unaudited)

NOTE 5 - SUBSCRIPTIONS RECEIVABLE

During the six months  ended  December 31, 1999 and the three months ended March
31,1999  the  Partnership  received  payments  in the amount of $38,600  and $0,
respectively of subscriptions receivable.  Reducing the subscriptions receivable
balance  to $ 0  and  $38,600  as  of  December  31,1999  and  March  31,  1999,
respectively.

NOTE 6 - INCOME TAXES

No provision  for income taxes has been made,  as the liability for income taxes
is an obligation of the partners of the Partnership.






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

Financial Condition

The Partnership's  assets at December 31, 1999 consisted primarily of $1,646,000
in cash and aggregate  investments in the fourteen Local Limited Partnerships of
$19,297,000.  Liabilities at December 31, 1999 consisted primarily of $1,105,000
of payables to limited partnerships.

Results of Operations

Three Months Ended December 31, 1999 Compared to Three Months Ended December 31,
1998.  The  Partnership's  net loss for the three months ended December 31, 1999
was $(319,000), reflecting an increase of $265,000 from the net loss experienced
for the three  months  ended  December  31,  1998.  The  increase in net loss is
primarily due to equity in losses from limited  partnerships  which increased by
$190,000  to  $(260,000)  for the three  months  ended  December  31,  1999 from
$(70,000)  for the three months ended  December  31, 1998.  This  increase was a
result of the Local Limited Partnerships  completing construction and going into
operation.  None of the  investments  in such  Local  Limited  Partnerships  had
reached $0 at December 31, 1999. Since the Partnership's  liability with respect
to  its  investments  is  limited,  losses  in  excess  of  investment  are  not
recognized.   Along  with  the   increase  in  equity  in  losses  from  limited
partnerships,  there was an increase in loss from  operations of $75,000 for the
three months ended  December 31, 1999 to  $(59,000),  from $16,000 for the three
months ended December 31, 1998, due to a decrease of interest  income of $26,000
and an  increase  in  operating  expenses  of  $49,000.  The  increase  of other
operating  expenses  primarily  resulted  from a loss in sale of  securities  of
$(47,000).

Nine Months Ended  December 31, 1999 Compared to Nine Months Ended  December 31,
1998. The Partnership's net loss for the nine months ended December 31, 1999 was
$(866,000), reflecting an increase of $889,000 from the net gain experienced for
the nine months ended  December 31, 1998.  The increase in net loss is primarily
due to equity in losses from limited partnerships which increased by $524,000 to
$(621,000)  for the nine months ended  December 31, 1999 from  $(97,000) for the
nine months ended  December 31,  1998.  This  increase was a result of the Local
Limited Partnerships  completing  construction and starting operations.  None of
the  investments in such Local Limited  Partnerships  had reached $0 at December
31, 1999. Since the  Partnership's  liability with respect to its investments is
limited,  losses in excess of  investment  are not  recognized.  Along  with the
increase in equity in losses from limited partnerships, there was an increase in
loss from  operations of $365,000 for the nine months ended December 31, 1999 to
$(245,000)  from $120,000 for the nine months ended  December 31, 1998, due to a
decrease of interest income of $141,000 and an increase in operating expenses of
$224,000.,  The increase of other operating  expenses  primarily resulted from a
loss in sale of securities of $(206,000).

Cash Flows

Nine Months Ended  December 31, 1999 Compared to Nine Months Ended  December 31,
1998.  Net cash  used  during  the  nine  months  ended  December  31,  1999 was
$(1,457,000), reflecting a decrease of $2,333,000, compared to a net use of cash
for the nine months ended December 31, 1998 of $(4,090,000).  The change was due
primarily  to a decrease in cash used in  investing  activities  of  $11,171,000
which  resulted  from a decrease in cash  payments  for  investments  in limited
partnerships  of  $5,946,000,  a decrease in cash paid into  escrow  accounts of
$5,505,000,  and a  decrease  in  acquisition  costs of  $853,000,  offset by, a
decrease in cash  collected  on loans  receivable  of  $859,000,  an increase in
acquisition  fees  paid of  $78,000  and an  increase  in  advances  to  limited
partnerships  of  $196,000.  Offsetting  the  decrease in cash used by investing
activites,  is the cash  provided by  financing  activities  which  decreased by
$8,529,000,  as the result of a decrease in capital contributions from investors
of  $9,145,000,  and a decrease in cash  collected  from  investors of $594,000,
offset by a  decrease  in  offering  expenses  of  $1,210,000.  The cash used by
operating  activities  increased  by  $10,000.  The  increase is the result of a
decrease in interest income of $140,000, an increase in other operating expenses
of  $231,000,  offset by a  decrease  in cash paid to the  general  partner  and
affiliates of $331,000 and a decrease in other assets of $30,000.

                                       14
<PAGE>
During the nine months ended December 31, 1999 and 1998, accrued payables, which
consist  primarily of related party  management fees due to the General Partner,
decreased by $39,000. The General Partner does not anticipate that these accrued
fees will be paid until such time as  capital  reserves  are in excess of future
foreseeable working capital requirements of the partnership.

The Partnership  expects its future cash flows,  together with its net available
assets at December 31, 1999, to be sufficient to meet all currently  foreseeable
future cash requirements.



                                       15
<PAGE>
Impact of Year 2000

WNC & Associates, Inc.

Status of Readiness

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

Non-IT Systems. The Partnership also relies on the non-IT systems of WNC. Non-IT
systems  include  machinery and  equipment  such as  telephones,  voice mail and
electronic  postage  equipment.  Except  for one  telephone  system,  the non-IT
systems of WNC are year 2000  compliant.  The one telephone  system will require
the replacement of one computer and one software application, both of which will
be completed on or before December 15, 1999.

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

Costs to Address Year 2000 Issues

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

Risk of Year 2000 Issues

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

Local Limited Partnerships

Status of Readiness

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

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

                                       16

<PAGE>
Costs to Address Year 2000 Issues

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

Risk of Year 2000 Issues

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

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

Item 3.  Quantitative and Qualitative Disclosures About Market Risks

         NONE

Part II. Other Information

Item 1.  Legal Proceedings

         NONE

Item 6.  Exhibits and Reports on Form 8-K

         NONE


                                       17
<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/ Will N. Cooper, Jr.

Will N. Cooper, Jr., President
WNC & Associates, Inc.

Date: February 22, 2000



By:  /s/ Michael L. Dickenson

Michael L. Dickenson, Vice-President - Chief Financial Officer
WNC & Associates, Inc.

Date: February 22, 2000








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