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, 2003

                                       OR

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

             For the transition period from ________ to ___________

                         Commission file number: 0-24855


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

                   California                                     33-0745418

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


                              17782 Sky Park Circle
                              Irvine, CA 92614-6404
                    (Address of principal executive offices)

                                 (714) 662-5565
                               (Telephone number)

                      3158 Redhill Avenue, Suite 120, Costa
             Mesa, CA 92626 (Former name, former address and former
                   fiscal year, if changed since last report)

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 an  accelerated  filer (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 Period Ended June 30, 2003






PART I. FINANCIAL INFORMATION

         Item 1.    Financial Statements

                  Balance Sheets
                    June 30, 2003 and March 31, 2003...........................3

                  Statements of Operations
                    For the Three Months Ended June 30, 2003 and 2002..........4

                  Statement of Partners' Equity (Deficit)
                    For the Three Months Ended June 30, 2003...................5

                  Statements of Cash Flows
                    For the Three Months Ended June 30, 2003 and 2002..........6

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

         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations.........................16

         Item 3.  Quantitative and Qualitative Disclosures about Market Risk..18

         Item 4.  Controls and Procedures.....................................18

PART II. OTHER INFORMATION

         Item 6. Exhibits and Reports on Form 8-K.............................18

         Signatures ..........................................................19

         Certifications.......................................................20




                                       2
<PAGE>


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

                                 BALANCE SHEETS
<TABLE>
<CAPTION>



                                                                 June 30, 2003                March 31, 2003
                                                            ------------------------       ----------------------
                                                                  (unaudited)
<S>                                                       <C>                            <C>
ASSETS

Cash and cash equivalents                                 $                 23,898       $               22,868
Funds held in escrow disbursement account                                  209,711                      208,778
Investments in limited partnerships, net
 (Notes 2 and 3)                                                        14,630,493                   14,954,813
Other assets (Note 6)                                                      226,693                      209,772
                                                            ------------------------       ----------------------

                                                          $             15,090,795       $           15,396,231
                                                            ========================       ======================


LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
  Payables to limited partnerships (Note 4)               $                229,030       $              229,030
  Accrued fees and expenses due to
   General Partner and affiliates (Note 3)                                 568,602                      526,470
                                                            ------------------------       ----------------------

    Total liabilities                                                      797,632                      755,500
                                                            ------------------------       ----------------------

Commitments and contingencies

Partners' equity (deficit):
  General Partner                                                         (106,161)                    (102,685)
  Limited Partners (25,000 units authorized,
   25,000 units issued and outstanding)                                 14,399,324                   14,743,416
                                                            ------------------------       ----------------------

    Total partners' equity                                              14,293,163                   14,640,731
                                                            ------------------------       ----------------------

                                                          $             15,090,795       $           15,396,231
                                                            ========================       ======================
</TABLE>

                 See accompanying notes to financial statements

                                       3


<PAGE>


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

                            STATEMENTS OF OPERATIONS

                For the Three Months Ended June 30, 2003 and 2002
                                   (unaudited)
<TABLE>
<CAPTION>

                                                               2003                           2002
                                                       ---------------------          ----------------------
                                                              Three                           Three
                                                              Months                         Months
                                                       ---------------------          ----------------------

<S>                                                  <C>                            <C>
             Interest income                         $                 963          $                    2
                                                       ---------------------          ----------------------

             Operating expenses:
               Amortization (Note 2)                                16,134                          16,134
               Asset management fees (Note 3)                       17,517                          17,517
               Legal and accounting fees                             3,989                           8,275
               Other                                                 3,705                           4,997
                                                       ---------------------          ----------------------

                 Total operating expenses                           41,345                          46,923
                                                       ---------------------          ----------------------

             Loss from operations                                  (40,382)                        (46,921)

             Equity in losses of
              limited partnerships (Note 2)                       (307,186)                       (355,013)
                                                       ---------------------          ----------------------

             Net loss                                $            (347,568)         $             (401,934)
                                                       =====================          ======================

             Net loss allocated to:
               General Partner                       $              (3,476)         $               (4,019)
                                                       =====================          ======================

               Limited Partners                      $            (344,092)         $             (397,915)
                                                       =====================          ======================

             Net loss per weighted limited
               partner unit                          $                 (14)         $                  (16)
                                                       =====================          ======================

             Outstanding weighted limited
               partner units                                        25,000                          25,000
                                                       =====================          ======================
</TABLE>

                 See accompanying notes to financial statements

                                       4

<PAGE>


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

                     STATEMENT OF PARTNERS' EQUITY (DEFICIT)

                    For the Three Months Ended June 30, 2003
                                   (unaudited)

<TABLE>
<CAPTION>


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


<S>                                 <C> <C>        <C>                  <C>                  <C>
Partners' equity (deficit) at March 31, 2003       $        (102,685)   $      14,743,416    $       14,640,731

Net loss for the three months ended
  June 30, 2003                                               (3,476)            (344,092)             (347,568)
                                                     -----------------    -----------------    ------------------

Partners' equity (deficit) at June 30, 2003        $        (106,161)   $      14,399,324    $       14,293,163
                                                     =================    =================    ==================
</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 Three Months Ended June 30, 2003 and 2002
                                   (unaudited)


<TABLE>
<CAPTION>
                                                                               2003                    2002
                                                                        -------------------     --------------------
<S>                                                                   <C>                     <C>
Cash flows from operating activities:
   Net loss                                                           $          (347,568)    $           (401,934)
Adjustment to reconcile net loss to
   net cash used in operating activities:
   Amortization                                                                    16,134                   16,134
   Equity in losses of limited partnerships                                       307,186                  355,013
   Other assets                                                                   (16,921)                 (16,000)
   Accrued fees and expenses due to General Partner
    and affiliates                                                                 41,199                   48,989
                                                                        -------------------     --------------------
Net cash provided by operating activities                                              30                    2,202
                                                                        -------------------     --------------------

Cash flows from investing activities:
   Distributions from limited partnerships                                          1,000                        -
                                                                        -------------------
                                                                                                --------------------
Net cash provided by investing activities                                           1,000                        -
                                                                        -------------------     --------------------

Net increase in cash and cash equivalents                                           1,030                    2,202

Cash and cash equivalents, beginning of period                                     22,868                    1,288
                                                                        -------------------     --------------------
Cash and cash equivalents, end of period                              $            23,898     $              3,490
                                                                        ===================     ====================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION
       Taxes paid                                                     $                 -     $                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 Quarterly Period Ended June 30, 2003
                                   (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, 2003 are not  necessarily  indicative  of the results that may be
expected  for the fiscal year ending March 31,  2004.  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,
2003.

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 of the Partnership is WNC & Associates, Inc. ("Associates").
The chairman and president own  substantially  all of the  outstanding  stock of
Associates.  The  business of the  Partnership  is conducted  primarily  through
Associates, 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  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.


                                       7
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                  For the Quarterly Period Ended June 30, 2003
                                   (unaudited)

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

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 Credit rules are extremely  complicated.  Noncompliance
with these rules results in the loss of future  Low-Income  Housing Credit s and
the fractional  recapture of Low-Income  Housing  Credits already taken. In most
cases the annual amount of Low-Income Housing 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 profit. Accordingly,  the Partnership may be unable to distribute
any cash to its investors.  Low-Income  Housing  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 Credits,  a fractional  recapture of prior Low-Income
Housing  Credits,  and a loss of the  Partnership's  investment  in the  Housing
Complex would occur. The Partnership is a limited partner or 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
Credits and recapture of Low-Income  Housing 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
Credits and tax losses  allocable to the  investors  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 Units exists or is expected to develop.  Investors may
be unable to sell their Units  except at a discount  and should  consider  their
Units to be a long-term  investment.  Individual investors will have no recourse
if they  disagree  with actions  authorized by a vote of the majority of Limited
Partners.



                                       8
<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                  For the Quarterly Period Ended June 30, 2003
                                   (unaudited)




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

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

The IRS  compliance  period for  low-income  housing  tax credit  properties  is
generally  15 years from  occupancy  following  construction  or  rehabilitation
completion. WNC was one of the firsts in the industry to offer investments using
the tax credit.  Now these very first programs are completing  their  compliance
period.

With that in mind,  the  Partnership  is continuing to review the  Partnership's
holdings,  with special emphasis on the more mature  properties  including those
that have satisfied the IRS compliance  requirements.  The Partnership's  review
will consider many factors  including  extended use requirements on the property
(such as those due to mortgage restrictions or state compliance agreements), the
condition of the property,  and the tax  consequences  to the investors from the
sale of the property.

Upon identifying  those  properties with the highest  potential for a successful
sale,  refinancing  or  syndication,  the  Partnership  expects to proceed  with
efforts  to  liquidate  those  properties.  The  Partnership's  objective  is to
maximize the investors' return wherever possible and,  ultimately,  to wind down
those  funds  that no longer  provide  tax  benefits  to  investors.  To date no
properties in the Partnership have been selected.

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  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 a comparison of the carrying
amount to future  undiscounted  net cash flows  expected to be generated.  If an
investment  is  considered  to be impaired,  the  impairment to be recognized is
measured by the amount by which the carrying  amount of the  investment  exceeds
fair value.  The  accounting  policies of the Local  Limited  Partnerships'  are
generally  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 Notes 2 and 3).

Losses from limited  partnerships  for the periods  ended June 30, 2003 and 2002
have been recorded by the Partnership  based on three months of reported results
estimated  by  management  of the  Partnership.  Management's  estimate  for the
three-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.  Losses from the Local Limited Partnerships  allocated to
the  Partnership  are not recognized to the extent that the  investment  balance
would be adjusted  below zero. As soon as the investment  balance  reaches zero,
amortization of the related costs of acquiring the investment are accelerated to
the extent of losses available.

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 June 30, 2003 and March 31, 2003.


                                       9
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                  For the Quarterly Period Ended June 30, 2003
                                   (unaudited)

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

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  remaining
maturities of three months or less when purchased to be cash equivalents.  As of
June 30, 2003 and March 31, 2003, the Partnership had $0 cash equivalents.

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

At June 30, 2003 and March 31, 2003, 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
------------------------------

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.

New Accounting Pronouncements
-----------------------------

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  ("SFAS")  No. 143,  "Accounting  for Asset
Retirement  Obligations",  which requires that the fair value of a liability for
an asset  retirement  obligation  be  recognized  in the  period  in which it is
incurred with the associated asset retirement costs being  capitalized as a part
of the  carrying  amount of the  long-lived  asset.  SFAS No. 143 also  includes
disclosure   requirements   that  provide  a  description  of  asset  retirement
obligations   and   reconciliation   of  changes  in  the  components  of  those
obligations.  The statement is effective for fiscal years  beginning  after June
15,  2002.  The  adoption of SFAS No. 143 did not have a material  impact on the
Partnership's financial position or results of operations.

In August  2001,  the FASB  issued  SFAS No.  144,  "Impairment  or  Disposal of
Long-Lived  Assets," which addresses  accounting and financial reporting for the
impairment or disposal of long-lived assets. This standard was effective for the
Partnership's financial statements beginning January 1, 2002. The implementation
of SFAS No. 144 did not have a material  impact on the  Partnership's  financial
position or results of operations.

In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB Statements No.
4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical  Corrections."
SFAS No. 145 rescinded three previously  issued  statements and amended SFAS No.
13, "Accounting for Leases." The statement provides reporting standards for debt
extinguishments   and   provides   accounting   standards   for  certain   lease
modifications that have economic effects similar to sale-leaseback transactions.
The



                                       10
<PAGE>



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

                          NOTES TO FINANCIAL STATEMENTS

                  For the Quarterly Period Ended June 30, 2003
                                   (unaudited)


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

New Accounting Pronouncements, continued
----------------------------------------

statement is effective for certain lease  transactions  occurring  after May 15,
2002 and all other  provisions of the statement shall be effective for financial
statements  issued on or after May 15, 2002. The  implementation of SFAS No. 145
did not have a  material  impact  on the  Partnership's  financial  position  or
results of operations.

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or  Disposal  Activities,"  which  updates  accounting  and  reporting
standards for personnel and operational restructurings.  The Partnership adopted
SFAS No. 146 for exit,  disposal  or other  restructuring  activities  initiated
after  December 31,  2002.  The adoption of SFAS No. 146 did not have a material
effect on the Partnership's financial position or results of operations.

In November 2002, the FASB issued Interpretation No. 45 ("FIN 45"), "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of Others."  The adoption of FIN 45 did not have a
material  impact  on  the  Partnership's   financial   position  or  results  of
operations.

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation  - Transition  and Disclosure - an Amendment to SFAS No. 123." SFAS
No. 148 provides alternative methods of transition for a voluntary change to the
fair value based method on accounting for stock-based employee compensation. The
adoption  of SFAS No.  148 did not have a material  impact on the  Partnership's
financial position or results of operations.

In  January   2003,   the  FASB  issued   Interpretation   No.  46  ("FIN  46"),
"Consolidation  of Variable  Interest  Entities." The adoption of FIN 46 did not
have a material  impact on the  Partnership's  financial  position or results of
operations.

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

Certain  prior  period  balances  have  been  reclassified  to  conform  to  the
presentation for the three months ended June 30, 2003.



                                       11
<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                  For the Quarterly Period Ended June 30, 2003
                                   (unaudited)



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

As of the periods  presented,  the Partnership had 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 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.

As of August 28,  2003,  the  Partnership  had not  obtained  audited  financial
statements for two of its investments, Mansur Wood Living Center, L.P., ("Mansur
Wood") and Murfreesboro Villas,  L.P.,  ("Murfreesboro") as of and for the years
ended December 31 2002 and 2001 for Mansur Wood and as of and for the year ended
December  31,  2002 for  Murfreesboro.  As a  result,  the  Partnership  has not
included  the  financial  information  of Mansur  Wood and  Murfreesboro  in the
combined  condensed  financial   statements   presented  elsewhere  herein.  The
Partnership's  investment in Mansur Wood totaled $4,962,000  (unaudited) at June
30,  2003.  The  Partnership's   investment  in  Murfreesboro  totaled  $403,000
(unaudited)  as of June 30, 2003. The  Partnership's  interest in the results of
operations of Mansur Wood totaled  $(107,000)  (unaudited)  for the period ended
June 30,  2003.  The  Partnership's  interest  in the results of  operations  of
Murfreesboro  totaled $(19,000)  (unaudited) for the period ended June 30, 2003.
The combined condensed financial  statements  presented herein for June 30, 2002
previously  included net losses of $(125,000)  for Mansur Wood and $(11,000) for
Murfreesboro.  The combined condensed  financial  information  presented in this
footnote  for 2002 has been  restated to exclude the  accounts of  Murfreesboro.
Furthermore,  the financial information of Mansur Wood has been excluded for all
periods presented in the combined condensed financial statements.

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 June 30, 2003, 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 Three Months         For the Year
                                                                    Ended                    Ended
                                                                June 30, 2003
                                                                (unadudited)            March 31, 2003
                                                            ----------------------     ------------------

<S>                                                       <C>                        <C>
Investments  in  limited  partnerships,   beginning  of
period                                                    $           14,954,813     $       16,200,256
Equity in losses of limited partnerships                                (307,186)            (1,180,907)
Distributions received from limited partnerships                          (1,000)                     -
Amortization of capitalized acquisition fees and costs                   (16,134)               (64,536)
                                                            ----------------------     ------------------

Investments in limited partnerships, end of period        $           14,630,493     $       14,954,813
                                                            ======================     ==================
</TABLE>



                                       12
<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                  For the Quarterly Period Ended June 30, 2003
                                   (unaudited)



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

Selected  unaudited  financial  information  for the three months ended June 30,
2003 and 2002  from the  combined  financial  statements  of the  Local  Limited
Partnerships  in which the  Partnership  has  invested  is as follows  (combined
condensed  financial  information  for  Mansur  Wood  Living  Center,  L.P.  and
Murfreesboro Villas, L.P. have been excluded from the presentation below):

                   COMBINED CONDENSED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
                                                                            2003                  2002
                                                                     -------------------    -----------------
                                                                                               (Restated)

<S>                                                               <C>                     <C>
Revenues                                                          $            581,000    $         549,000
                                                                     -------------------    -----------------
Expenses:
  Interest expense                                                             160,000              157,000
  Depreciation and amortization                                                211,000              212,000
  Operating expenses                                                           391,000              399,000
                                                                     -------------------    -----------------
Total expenses                                                                 762,000              768,000
                                                                     -------------------    -----------------

Net loss                                                          $           (181,000)   $        (219,000)
                                                                     ===================    =================
Net loss allocable to the Partnership,
  before equity in losses of Mansur Wood and Murfreesboro         $           (181,000)   $        (219,000)
                                                                     ===================    =================
Net loss recorded by the Partnership,
  before equity in losses of Mansur Wood and Murfreesboro         $           (181,000)   $        (219,000)
Net loss of Mansur Wood
  recorded by the Partnership (unaudited)                                     (107,000)            (125,000)
Net loss of Murfreesboro
  recorded by the Partnership (unaudited)                                      (19,000)             (11,000)
                                                                     ===================    =================
Net loss recorded by the Partnership                              $           (307,000)   $        (355,000)
                                                                     ===================    =================
</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)  Acquisition  fees of 7% of the  gross  proceeds  from  the sale of Units as
     compensation  for services  rendered in connection  with the acquisition of
     Local  Limited  Partnerships.  As of June 30, 2003 and March 31, 2003,  the
     Partnership   incurred   acquisition   fees  of   $1,750,000.   Accumulated
     amortization  of these  capitalized  costs were $307,759 and $293,174 as of
     June 30, 2003 and March 31, 2003, respectively.




                                       13
<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                  For the Quarterly Period Ended June 30, 2003
                                   (unaudited)



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


(b)  Acquisition costs of 0.75% of the gross proceeds from the sales of Units as
     full  reimbursement  of costs incurred by the General Partner in connection
     with the acquisition of Local Limited Partnerships. As of June 30, 2003 and
     March 31, 2003, the  Partnership  incurred  acquisition  costs of $185,734.
     Accumulated  amortization  was  $31,382 and $29,833 as of June 30, 2003 and
     March 31, 2003, respectively.

(b)  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 $17,517  were  incurred  for each of the
     three months ended June 30, 2003 and 2002,  of which $0 was paid during the
     three months ended June 30, 2003 and 2002.

(c)  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.


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


                                                                  June 30, 2003              March 31, 2003
                                                              -----------------------       ------------------

<S>                                                        <C>                           <C>
       Advances from WNC                                   $                 403,580     $            378,965
       Asset management fee payable                                          165,022                  147,505
                                                              -----------------------       ------------------

         Total                                             $                 568,602     $            526,470
                                                              =======================       ==================
</TABLE>


The Partnership  currently has insufficient  working capital to fund operations.
WNC & Associates,  Inc. has agreed to provide advances sufficient enough to fund
the operations and working capital  requirements  of the partnership  through at
least September 1, 2004.

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.


                                       14

<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                  For the Quarterly Period Ended June 30, 2003
                                   (unaudited)



NOTE 6 -ADVANCES TO LOCAL LIMITED PARTNERSHIPS
----------------------------------------------

During the period ended June 30, 2003, the  Partnership  advanced  approximately
$17,000 to one Local Limited Partnership,  Mansur Wood, in which the Partnership
is a limited  partner.  These  advances  were used to  facilitate  timely escrow
payments.  The Partnership  determined the  recoverability of these advances and
previous  advances  aggregating  $216,000 to be  probable  and,  accordingly,  a
reserve has not been recorded.








                                       15

<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 June 30, 2003 and 2002, 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 June 30, 2003  consisted  primarily  of $24,000 in
cash,  $210,000 in restricted cash,  aggregate  investments in the fifteen Local
Limited Partnerships of $14,630,000 and $227,000 in other assets. Liabilities at
June 30, 2003 primarily consisted of $229,000 due to Local Limited Partnerships,
$165,000 in annual  asset  management  fees,  and $404,000 in advances and other
payables due to the General Partner or affiliates.

Results of Operations

Three Months  Ended June 30, 2003  Compared to Three Months Ended June 30, 2002.
The  Partnership's  net loss  for the  three  months  ended  June  30,  2003 was
$(348,000),  reflecting a decrease of $(54,000) from the $(402,000) net loss for
the three months ended June 30, 2002. The change was primarily due to a decrease
in equity in losses of Local Limited  Partnerships  of $(48,000) from $(355,000)
for the three  months  ended June 30, 2002 to  $(307,000)  for the three  months
ended June 30,  2003.  In addition to the  decrease in equity in losses of Local
Limited Partnerships,  loss from operations decreased by approximately  $(7,000)
from  $(47,000)  for the three months  ended June 30, 2002 to $(40,000)  for the
three months ended June 30, 2003 due to a decrease in legal and accounting  fees
and a decrease in other operating expenses.





                                       16
<PAGE>



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

Cash Flows

Three Months  Ended June 30, 2003  Compared to Three Months Ended June 30, 2002.
Net cash  increased by $1,000  during the three months ended June 30, 2003.  Net
cash increased by $2,000 during the three months ended June 30, 2002  reflecting
a period to period change of $(1,000). The overall decrease in net cash provided
is due  primarily  to a $(2,000)  reduction  in net cash  provided by  operating
activities  for the three  months  ended June 30, 2003  compared  with the three
months ended June 30, 2002 offset by $1,000 of distributions which were received
by the Partnership during the three months ended June 30, 2003.

During the three months ended June 30, 2003 accrued fees and expenses  increased
by $42,000,  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  does not expect its future cash flows,  together  with its net
available  assets  at June 30,  2003,  to be  sufficient  to meet all  currently
foreseeable future cash requirements.  Accordingly,  WNC & Associates,  Inc. has
agreed to provide advances  sufficient enough to fund the operations and working
capital requirements of the partnership through at least September 1, 2004.




                                       17
<PAGE>


Item 3.   Quantitative and Qualitative Disclosures About Market Risks

          None.

Item 4.   Controls and Procedures

          Within  the 90 days  prior to the  date of this  report,  the  Company
          carried  out  an  evaluation,  under  the  supervision  and  with  the
          participation  of the  Company's  management,  including the Company's
          Chief  Executive   Officer  and  Chief  Financial   Officer,   of  the
          effectiveness of the design and operation of the Company's  disclosure
          controls and  procedures  pursuant to Exchange Act Rule 13a- 14. Based
          upon that evaluation,  the Chief Executive Officer and Chief Financial
          Officer   concluded  that  the  Company's   disclosure   controls  and
          procedures  are effective.  There were no  significant  changes in the
          Company's   internal   controls  or  in  other   factors   that  could
          significantly  affect these  controls  subsequent to the date of their
          evaluation.

PART II.  OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K

(a)       Reports on Form 8-K.
          --------------------

1.        NONE

(b)       Exhibits.
          ---------

99.1      Certification of the Principal Executive Officer pursuant to 18 U.S.C.
          section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley
          Act of 2002. (filed herewith)

99.2      Certification of the Principal Financial Officer pursuant to 18 U.S.C.
          section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley
          Act of 2002. (filed herewith)




                                       18
<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

By:   WNC & Associates, Inc.        General Partner





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

Date:  October 14, 2003





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

Date:  October 14, 2003





                                       19
<PAGE>


                                 CERTIFICATIONS

     I,   Wilfred N. Cooper, Jr., certify that:

     1.   I have reviewed this quarterly  report on Form 10-Q of WNC Housing Tax
          Credit Fund VI, L.P. Series 5;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:

          (a)  designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

          (b)  evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          (c)  presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent function):

          (a)  all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          (b)  any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6.   The registrant's other certifying officer and I have indicated in this
          quarterly  report  whether  or not there were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.

     Date:  October 14, 2003


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

     President and Chief Executive Officer of WNC & Associates, Inc.


                                       20

<PAGE>


                                 CERTIFICATIONS

     I,   Thomas J. Riha, certify that:

     1.   I have reviewed this quarterly report on Form 10-Q of WNC
                  Housing Tax Credit Fund VI, L.P. Series 5;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:

          (a)  designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

          (b)  evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          (c)  presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent function):

          (a)  all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          (b)  any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6.   The registrant's other certifying officer and I have indicated in this
          quarterly  report  whether  or not there were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.

     Date:  October 14, 2003


     /s/ Thomas J. Riha
     ------------------

     Vice-President - Chief Financial Officer of WNC & Associates, Inc.





                                       21