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, 2000

                                       OR

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

             For the transition period from ________ to ___________

                         Commission file number: 0-24855


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

                  California                           33-0745418
   (State or other jurisdiction of                  (I.R.S. Employer
    incorporation or organization)                  Identification No.)

                         3158 Redhill Avenue, Suite 120

                              Costa Mesa, CA 92626

                                 (714) 662-5565


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
Yes _____No _____X

<PAGE>


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

                               INDEX TO FORM 10-Q

                     For the Quarter Ended December 31, 2000







PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

         Balance Sheets
          December 31, 2000 and March 31, 2000

         Statements of Operations                                             3

          For the Three and Nine Months Ended December 31, 2000 and 1999      4

         Statement of Partners' Equity (Deficit)

           For the Nine Months Ended December 31, 2000                        5

         Statements of Cash Flows

          For the Nine Months Ended December 31, 2000 and 1999                6

         Notes to Financial Statements                                        7

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

          and Results of Operations                                          13

Item 3.  Quantitative and Qualitative Disclosures About Market Risks         14


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                   14

Item 6.  Exhibits and Reports on Form 8-K                                    14

         Signatures                                                          15


                                       2
<PAGE>


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

                                 BALANCE SHEETS




<TABLE>
<CAPTION>
                                                               December 31, 2000              March 31, 2000
                                                            ------------------------       ----------------------
                                                                  (Unaudited)
ASSETS

<S>                                                       <C>                            <C>
Cash and cash equivalents                                 $                169,035       $              574,137
Funds held in escrow disbursement account                                  253,508                      243,595
Marketable securities (Note 2)                                                   -                       50,073
Investments in limited
 Partnerships, net (Note 3)                                             18,332,021                   19,293,654
Other assets                                                                25,894                       23,798
                                                            ------------------------       ----------------------

                                                          $             18,780,458       $           20,185,257
                                                            ========================       ======================


LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
  Payables to limited partnerships (Note 5)               $                229,030       $              272,207
  Accrued interest payable                                                   9,913                            -
  Accrued fees and expenses due to
   General Partner and affiliates (Note 4)                                  32,570                      123,718
                                                            ------------------------       ----------------------

    Total liabilities                                                      271,513                      395,925
                                                            ------------------------       ----------------------

Commitments and contingencies

Partners' equity (deficit):
  General Partner                                                          (64,003)                     (51,199)
  Limited Partners (25,000 units authorized,
   25,000 units issued and outstanding)                                 18,572,948                   19,840,531
                                                            ------------------------       ----------------------

    Total partners' equity                                              18,508,945                   19,789,332
                                                            ------------------------       ----------------------

                                                          $             18,780,458       $           20,185,257
                                                            ========================       ======================

</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, 2000 and 1999
<TABLE>
<CAPTION>
                                   (Unaudited)
                                                        2000                                  1999
                                          ---------------------------------     ---------------------------------

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

<S>                                     <C>                <C>                <C>               <C>
Interest income                         $         2,976    $       12,945     $       22,340    $        92,240
                                          ---------------    --------------     --------------    ---------------

Operating expenses:
  Amortization                                   16,134            48,402             16,134             48,335
  Asset management fees (Note 4)                 17,188            51,563             15,195             50,385
  Other                                         114,012           162,455             50,330            238,081
                                          ---------------    --------------     --------------    ---------------

    Total operating expenses                    147,334           262,420             81,659            336,801
                                          ---------------    --------------     --------------    ---------------

Loss from operations                           (144,358)         (249,475)          (59,319)          (244,561)

Equity in losses of
 limited partnerships                          (310,929)       (1,030,912)          (259,675)          (620,999)
                                          ---------------    --------------     --------------    ---------------

Net loss                                $      (455,287)   $   (1,280,387)    $     (318,994)   $      (865,560)
                                          ===============    ==============     ==============    ===============

Net loss allocated to:
  General Partner                       $        (4,553)   $      (12,804)    $       (3,190)   $        (8,656)
                                          ===============    ==============     ==============    ===============

  Limited Partners                      $      (450,734)   $   (1,267,583)    $     (315,804)   $      (856,904)
                                          ===============    ==============     ==============    ===============

Net loss per weighted limited
  partner unit                          $           (18)   $          (51)    $          (13)   $           (34)
                                          ===============    ==============     ==============    ===============

Outstanding weighted limited
  partner units                                  25,000            25,000             25,000             25,000
                                          ===============    ==============     ==============    ===============

</TABLE>
                 See accompanying notes to financial statements
                                    4
<PAGE>


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

                     STATEMENT OF PARTNERS' EQUITY (DEFICIT)

                   For the Nine Months Ended December 31, 2000
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                         General              Limited
                                                         Partner              Partners               Total

                                                     -----------------    -----------------    ------------------


<S>                                                <C>                  <C>                  <C>
Partners' equity (deficit) at March 31, 2000       $         (51,199)   $      19,840,531    $       19,789,332

Net loss for the nine months ended
  December 31, 2000                                          (12,804)          (1,267,583)           (1,280,387)
                                                     -----------------    -----------------    ------------------

Partners' equity (deficit) at December 31, 2000    $         (64,003)   $      18,572,948    $       18,508,945
                                                     =================    =================    ==================


</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, 2000 and 1999
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                               2000                    1999
                                                                        -------------------     --------------------
Cash flows from operating activities:
<S>                                                                   <C>                     <C>
   Net loss                                                           $        (1,280,387)    $           (865,560)
Adjustment to reconcile net loss to net cash used in operating
 activities:
   Amortization                                                                    48,402                   48,335
   Equity in losses of limited partnerships                                     1,030,912                  620,999
   Change in accrued asset management fee payable                                   1,178                   50,385
   Change in other assets                                                             (13)                 (12,802)
   Change in accrued interest payable                                               9,913                        -
   Change in accrued fees and expenses due to General Partner
    and affiliates                                                                (94,409)                     (45)
                                                                        -------------------     --------------------
Net cash used in operating activities                                            (284,404)                (158,688)
                                                                        -------------------     --------------------

Cash flows from investing activities:
   Investments in limited partnerships                                           (173,858)                (944,712)
   Increase in funds held in escrow                                                (9,913)                       -
   Sale of marketable securities                                                   50,073                        -
   Loans receivable                                                                     -                   20,002
   Advances to limited partnership                                                      -                 (196,045)
   Acquisition fees payable                                                             -                  (77,778)
   Distributions from limited partnerships                                         13,000                        -
   Capitalized acquisition cost and fees                                                -                  (18,103)
                                                                        -------------------     --------------------
Net cash used in investing activities                                            (120,698)              (1,216,636)
                                                                        -------------------     --------------------

Cash flows from financing activities:
  Capital contributions received                                                        -                   38,600
  Offering expenses                                                                     -                 (120,107)
                                                                        -------------------     --------------------
Net cash used in financing activities                                                   -                  (81,507)
                                                                        -------------------     --------------------

Net decrease in cash and cash equivalents                                        (405,102)              (1,456,831)

Cash and cash equivalents, beginning of period                                    574,137                3,103,129
                                                                        -------------------     --------------------
Cash and cash equivalents, end of period                              $           169,035     $          1,646,298
                                                                        ===================     ====================


</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

                                December 31, 2000
                                   (Unaudited)




NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

The accompanying  condensed unaudited financial statements have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information and with the  instructions to Form 10-Q for quarterly  reports under
Section 13 or 15(d) of the Securities Exchange Act of 1934. Accordingly, they do
not include all of the information and footnotes  required by generally accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
nine months  ended  December  31,  2000 are not  necessarily  indicative  of the
results  that may be expected  for the fiscal year ending  March 31,  2001.  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, 2000.

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.  Wilfred N. Cooper,  Jr.,
President of WNC, owns 2.1% 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 4) from the  remainder,  any  additional  sale or  refinancing
proceeds will be distributed 90% to the limited partners (in proportion to their
respective investments) and 10% to the General Partner.


                                       7
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                December 31, 2000
                                   (Unaudited)

NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Risks and Uncertainties

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

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

Method of Accounting for Investments in Limited Partnerships

The Partnership  accounts for its investments in limited  partnerships using the
equity method of  accounting,  whereby the  Partnership  adjusts its  investment
balance for its share of the Local Limited  Partnership's  results of operations
and for any distributions received. The accounting policies of the Local Limited
Partnership's  are consistent with those of the  Partnership.  Costs incurred by
the  Partnership  in acquiring the  investments  are  capitalized as part of the
investment account and are being amortized over 30 years (see Note 3).

Offering Expenses

Offering  expenses consist of underwriting  commissions,  legal fees,  printing,
filing and recordation fees, and other costs incurred in connection with selling
limited  partnership  interests  in the  Partnership.  The  General  Partner  is
obligated  to pay all  offering  and  organization  costs  in  excess  of  14.5%
(including sales commissions) of the total offering proceeds.  Offering expenses
are  reflected  as a reduction  of limited  partners'  capital  and  amounted to
$3,357,441 as of December 31, 2000 and March 31, 2000.


                                       8
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                December 31, 2000
                                   (Unaudited)

NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Use of Estimates

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

Cash and Cash Equivalents

The  Partnership   considers  all  highly  liquid   investments  with  remaining
maturities of three months or less when purchased to be cash equivalents.  As of
December 31, 2000 and March 31, 2000, the  Partnership  had cash  equivalents of
$154,441 and $393,648,  respectively.  Of these  amounts,  $150,000 and $375,000
consisted of tax exempt instruments collateralized by tax exempt municipal bonds
from various  municipalities  throughout  the United States.  These  instruments
generate tax exempt yields and generally have 35 days or less maturities.

Concentration of Credit Risk

At  December  31,  2000 and March 31,  2000,  the  Partnership  maintained  cash
balances at certain  financial  institutions in excess of the federally  insured
maximum.

Net Loss Per Weighted Limited Partner Unit

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

Reporting Comprehensive Income

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


                                       9
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                December 31, 2000
                                   (Unaudited)


NOTE 2 - MARKETABLE SECURITIES

Marketable  securities  are  categorized  as  available-for-sale  securities and
summarized as follows:

<TABLE>
<CAPTION>


                                                                        Gross Unrealized



As of March 31, 2000                        Cost                  Gain                Loss            Fair Value
                                        --------------        -------------        -----------      ----------------

<S>                                  <C>                   <C>                  <C>              <C>
Debt Securities                      $         50,073      $             -      $           -    $           50,073
                                        ==============        =============        ===========      ================
</TABLE>


Debt  securities  are those issued by a state  agency  which  matured on July 1,
2000.

NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS

As of December 31, 2000 and March 31, 2000, the Partnership has acquired limited
partnership interests in 15 Local Limited  Partnerships,  each of which owns one
Housing  Complex  consisting  of an  aggregate  of 627  apartment  units.  As of
December 31, 2000 and March 31, 2000,  construction or  rehabilitation of one of
the Housing Complexes was 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.

Distributions  received by limited  partners are accounted for as a reduction of
the investment balance.  Distributions received after the investment has reached
zero are recognized as income.  As of December 31, 2000, no investment  accounts
in Local Limited Partnerships had reached a zero balance.

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

                                                              December 31, 2000         March 31, 2000
                                                            ----------------------     ------------------

Investments  in  limited  partnerships,   beginning  of
<S>                                                       <C>                        <C>
period                                                    $           19,293,654     $       19,968,445
Capital contributions  paid, net                                         130,681                511,290
Capitalized acquisition fees and costs                                         -                 18,103
Equity in losses of limited partnerships                              (1,030,912)            (1,139,225)
Distributions received from limited partnerships                         (13,000)                  (500)
Amortization of capitalized acquisition fees and costs                   (48,402)               (64,459)
                                                            ----------------------     ------------------

Investments in limited partnerships, end of period        $           18,332,021     $       19,293,654
                                                            ======================     ==================

</TABLE>
                                       10
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                December 31, 2000
                                   (Unaudited)


NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued

Selected financial  information for the nine months ended December 31, 2000 from
the combined financial statements of the Local Limited Partnerships in which the
Partnership has invested is as follows:

<TABLE>
<CAPTION>
                                                                    2000                  1999
                                                             -------------------    ------------------

<S>                                                       <C>                     <C>
Revenues                                                  $          1,647,000    $        1,188,000
                                                             -------------------    ------------------

Expenses:
  Operating expenses                                                 1,235,000               810,000
  Interest expense                                                     627,000               441,000
  Depreciation and amortization                                        828,000               563,000
                                                             -------------------    ------------------

Total expenses                                                       2,690,000             1,814,000
                                                             -------------------    ------------------

Net loss                                                  $         (1,043,000)   $         (626,000)
                                                             ===================    ==================

Net loss allocable to the Partnership                     $         (1,031,000)   $         (621,000)
                                                             ===================
                                                                                    ==================
                                                          $         (1,031,000)   $         (621,000)
Net loss recorded by the Partnership
                                                             ===================    ==================
</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 4 - RELATED PARTY TRANSACTIONS

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

(a)  An annual asset  management  fee not to exceed 0.2% of the invested  assets
     (defined as the Partnership's  capital  contributions  plus reserves of the
     Partnership of up to 5% of gross proceeds plus its allocable  percentage of
     the mortgage debt  encumbering the housing  complexes) of the Local Limited
     Partnerships.  Management fees of $51,563 and $50,385 were incurred for the
     nine  months  ended  December  31,  2000 and 1999,  respectively,  of which
     $50,385 and $0 was paid during the nine months ended  December 31, 2000 and
     1999, respectively.

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


                                       11
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                December 31, 2000
                                   (Unaudited)


NOTE 4 - RELATED PARTY TRANSACTIONS, continued


Accrued fees and expenses due to the General  Partner and affiliates  consist of
the following:

<TABLE>
<CAPTION>
                                                                December 31, 2000            March 31, 2000
                                                              -----------------------       ------------------

<S>                                                        <C>                           <C>
       Advances from WNC                                   $                 2,845     $             95,171
       Asset management fee payable                                         22,653                   21,475
       Other                                                                 7,072                    7,072
                                                              -----------------------       ------------------

         Total                                             $                32,570     $            123,718
                                                              =======================       ==================
</TABLE>

NOTE 5 - 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 6 - 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.




                                       12
<PAGE>



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

This  Quarterly  Report  contains  forward-looking   statements  concerning  the
Partnership's anticipated future revenues and earnings,  adequacy of future cash
flow and related matters. These forward-looking  statements include, but are not
limited to, statements containing the words "expect",  "believe", "will", "may",
"should", "project", "estimate", and like expressions, and the negative thereof.
These statements are subject to risks and uncertainties  that could cause actual
results to differ materially from the statements, including competition, as well
as those  risks  described  in the  Partnership's  SEC  reports,  including  the
Partnership's  Form 10-K filed  pursuant to the  Securities  and Exchange Act of
1934 on December 6, 2000.

The following discussion and analysis compares the results of operations for the
fiscal  quarters  ended  December  31,  2000 and  1999,  and  should  be read in
conjunction  with the condensed  financial  statements  and  accompanying  notes
included within this report.

Financial Condition

The Partnership's assets at December 31, 2000 consisted primarily of $169,000 in
cash and cash equivalents, $254,000 in restricted cash, aggregate investments in
the fifteen  Local  Limited  Partnerships  of  $18,332,000  and $26,000 in other
assets.  Liabilities at December 31, 2000 primarily consisted of $229,000 due to
Local Limited Partnerships,  $23,000 in annual asset management fees, $10,000 in
advances  and other  payables  due to the  General  Partner or  affiliates,  and
$10,000 accrued interest payable.

Results of Operations

Three Months Ended December 31, 2000 Compared to Three Months Ended December 31,
1999.  The  Partnership's  net loss for the three months ended December 31, 2000
was  $(455,000),  reflecting an increase of $(136,000)  from the  $(319,000) net
loss experienced for the three months ended December 31, 1999. The change is due
to an increase in equity in losses of Local Limited  Partnerships of $51,000,  a
$19,000 decrease in interest income and an increase in other operating  expenses
of $64,000  consisting  primarily  of  operating  advances to one local  limited
partnership being reserved.  The increase in equity of limited  partnerships was
the result additional limited partnerships beginning operations.

Nine Months Ended  December 31, 2000 Compared to Nine Months Ended  December 31,
1999. The Partnership's net loss for the nine months ended December 31, 2000 was
$(1,280,000),  reflecting an increase of $(414,000) from the $(866,000) net loss
experienced for the nine months ended December 31, 1999. The change is due to an
increase in equity in losses of Local Limited  Partnerships  of $(410,000) and a
$79,000  decrease in interest  income,  offset by a decrease in other  operating
expenses of $76,000 consisting  primarily of realized losses in tax-exempt bonds
in 1999.  The loss was  realized in October 1999 when the bonds were sold and no
such loss is expected to reoccur. The increase in equity of limited partnerships
was the result of eight additional limited partnerships beginning operations.



                                       13
<PAGE>



Cash Flows

Nine Months Ended  December 31, 2000 Compared to Nine Months Ended  December 31,
1999.  Net cash used  decreased by  $(1,052,000)  to $(405,000)  during the nine
months ended  December  31, 2000  compared to  $(1,457,000)  for the nine months
ended  December  31,  1999.  The  decrease in the amount of net cash used is due
primarily to a decrease in cash used for investments in limited  partnerships of
$771,000  to  $(174,000)  for the nine  months  ended  December  31,  2000  from
$(945,000)  for the nine  months  ended  December  31,  1999 and a  decrease  in
advances to limited  partnerships  of $(196,000) to $0 for the nine months ended
December 31, 2000 from  $(196,000)  for the nine months ended December 31, 1999.
In addition there was a decrease in  acquisition  costs and fees paid of $96,000
to $0 for the nine months ended  December 31, 2000 from  $(96,000)  for the nine
months ended December 31, 1999 and a decrease in cash used for offering expenses
of $120,000 to $0 for the nine months ended  December  31, 2000 from  $(120,000)
for the nine months ended December 31, 1999.  These  decreases in cash used were
offset by an  increase in cash paid to the General  Partner  and  affiliates  of
$94,000 for the nine months ended  December 31, 2000 from $0 for the nine months
ended  December  31,  1999,  an  increase  in cash  received  from  the  sale of
marketable  securities  of $50,000 for the nine months  ended  December 31, 2000
from $0 for the nine months ended December 31, 1999.

The Partnership  expects its future cash flows,  together with its net available
assets at December 31, 2000, to be sufficient to meet all currently  foreseeable
future cash requirements.


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.

                                       14
<PAGE>


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

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

By:   WNC & Associates, Inc.        General Partner





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

Date: May 16, 2001





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

Date: May 16, 2001


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