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, 1997

                                       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: 333-24111


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


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

3158 Redhill Avenue, Suite 120, Costa Mesa, CA  92626           (714)662-5565
     (Address of Principal Offices)                          (Telephone number)

                                            N/A
     (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





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

                               INDEX TO FORM 10-Q

                       For the Quarter Ended June 30, 1997




PART I. FINANCIAL INFORMATION

     Item 1. Financial Statements

         Balance Sheet, June 30, 1997 ........................................3

         Notes to Balance Sheet...............................................4

     Item 2. Management's Discussion and Analysis of Financial
         Condition and Results of Operations..................................6


PART II. OTHER INFORMATION

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

     Signatures...............................................................9















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


                                  BALANCE SHEET

                                  June 30, 1997

                                     ASSETS


Cash                                                                    $1,100
                                                                        ------
                                                                        $1,100
                                                                        ------


                        LIABILITIES AND PARTNER'S CAPITAL

Commitments and contingencies (Note 2) Partners' capital (Note 1):
   General partner                                                     $   100
   Original limited partner                                              1,000
                                                                         -----
       Total partners' equity                                            1,100
                                                                         -----
                                                                        $1,100
                                                                        ------



                    See accompanying notes to balance sheet.












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

                             NOTES TO BALANCE SHEET

                                  June 30, 1997



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

         WNC Housing Tax Credit Fund VI, L.P., Series 5 (the  "Partnership") was
formed pursuant to the laws of California on March 3, 1997 and has not commenced
operations.  The  Partnership  was formed to invest  primarily in other  limited
partnerships which will own and operate multi-family housing complexes that will
qualify for low income housing credits.

     The general  partner is WNC & Associates,  Inc.  (the  "General  Partner").
Wilfred N. Cooper,  Sr.,  through the Cooper  Revocable  Trust,  owns 70% of the
outstanding stock of WNC & Associates,  Inc. John B. Lester, Jr. is the original
limited partner of the  Partnership  and owns,  through the Lester Family Trust,
30% of the outstanding stock of WNC & Associates, Inc.

Allocations Under the Terms of the Partnership Agreement

         The General Partner has a 1% interest in operating  profits and losses,
taxable  income  and  losses  and  cash  available  for  distribution  from  the
Partnership.  The limited  partners will be allocated the remaining 99% of these
items 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's  Agreement  of Limited  Partnership)  and the
General  Partner has received a  subordinated  disposition  fee (as described in
Note 2 below),  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.

NOTE 2 - COMMITMENTS AND CONTINGENCIES

         The Partnership is offering up to 25,000 limited  partnership  units at
$1,000 per unit (the "Units").  The accompanying  balance sheet does not include
certain Partnership legal, accounting, and other organization and offering costs
paid and to be paid by the  General  Partner  and/or  affiliates  of the General
Partner.  If the minim offering amount of $1,400,000 is raised,  the Partnership
will be required to reimburse the General Partner and/or its affiliates for such
fees out of the proceeds of the offering, up to certain maximum levels set forth
below.  In the event the  Partnership  is unable to raise the  minimum  offering
amount, the General Partner will absorb all organization and offering costs.



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

                      NOTES TO BALANCE SHEET - (Continued)

                                  June 30, 1997

         The Units are being offered by WNC Capital Corporation,  a wholly-owned
subsidiary of the General Partner.

         If the minimum offering amount of $1,400,000 is raised, the Partnership
will be obligated to the General Partner or affiliates for certain  acquisition,
management and other fees as set forth below:

                  Acquisition fees up to 7.0%, as defined, of the gross proceeds
from the sale of Units.

                  Reimbursement for  organizational,  offering,  dealer-manager,
         selling and  acquisition  expenses  advanced by the General  Partner or
         affiliates on behalf of the Partnership.  These reimbursements plus all
         other   organizational   and  offering  expenses   inclusive  of  sales
         commissions and dealer-manager  fees will not exceed 14.5% of the gross
         proceeds.  No  amounts  have been  paid  through  June 30,  1997 to the
         General  Partner or affiliates.  The estimated  costs to be paid in the
         event the minimum offering amount is raised are $203,000. Such amounts,
         except for acquisition expenses estimated at $21,000,  will be recorded
         as a reduction to equity and recorded as liability.

                  An annual  management fee equal to 0.2% of the invested assets
         (defined by the Partnership's  Agreement of Limited  Partnership as the
         sum of the Partnership's  capital contributions to limited partnerships
         plus its allocable percentage of the permanent financing of the limited
         partnerships).

                  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  distributions  equal to their capital
         contributions  and  their  return  on  investment  (as  defined  in the
         Partnership's  Agreement of Limited Partnership) and is payable only if
         services are rendered in the sales effort.

NOTE 3 - INCOME TAXES

         The  Partnership  will not incur a provision for income taxes since all
income taxes and losses will be allocated to the Partners for inclusion in their
respective returns.








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

Series 5
         As reflected in its financial  statements,  WNC Housing Tax Credit Fund
VI, L.P., Series 5 (the  `Partnership")  currently has only nominal funds, as it
is newly-formed, has not yet commenced operations and the capital anticipated to
be raised through its public offering of Units has not yet become available.

         The  Partnership  plans to raise equity capital from investors by means
of its public offering,  and then to apply such funds, including the installment
payments on the investor Promissory Notes as received, to the purchase price and
acquisition fees and costs of Local Limited Partnership Interests,  reserves and
expenses of the offering.

         It is not expected that any of the Local Limited  Partnerships in which
the  Partnership  will invest will generate cash from  operations  sufficient to
provide  distributions to the Unitholders in any significant  amount,  Such cash
from operations,  if any, would first be used to meet operating  expenses of the
Partnership, including the payment of the Asset Management Fee.

         The Partnership's investments will not be readily marketable and may be
affected  by  adverse  general  economic   conditions   which,  in  turn,  could
substantially increase the risk of operating losses for the Apartment Complexes,
the Local Limited  Partnerships and the  Partnership.  These problems may result
from a number of factors, many of which cannot be controlled.  Nevertheless, the
General Partner  anticipates that capital raised from the sale of the Units will
be  sufficient  to fund the  Partnership's  future  investment  commitments  and
proposed operations.

         The Partnership will establish  working capital reserves of at least 3%
of Capital  Contributions,  an amount which is  anticipated  to be sufficient to
satisfy general working capital and administrative  expense  requirements of the
Partnership  including  payment of the Asset  Management Fee as well as expenses
attendant to the  preparation of tax returns and reports to the  Unitholders and
other  investor  servicing  obligations  of the  Partnership.  Liquidity  would,
however,  be adversely  affected by  unanticipated  or greater than  anticipated
operating costs. The Partnership's  liquidity could also be affected by defaults
or delays in payment of the investor  Promissory  Notes, from which a portion of
the  working  capital  reserves  is  expected  to be funded.  To the extend that
working capital  reserves are  insufficient to satisfy the cash  requirements of
the Partnership, it is anticipated that additional funds would be sought through
bank loans or other institutional  financing. The Partnership may also apply any
cash  distributions  received  from  the  Local  Limited  Partnerships  for such
purposes or to replenish or increase working capital reserves.

     Under the Partnership  Agreement the Partnership  does not have the ability
to assess  the  Unitholders  for  additional  Capital  Contributions  to provide
capital if needed by the Partnership or Local Limited Partnerships. Accordingly,
if  circumstances  arise that cause the Local  Limited  Partnerships  to require
capital in addition to that contributed by the Partnership and any equity of the
Local General  Partners,  the only sources from which such capital needs will be
able  to be  satisfied  (other  than  the  limited  reserves  available  at  the
Partnership  level) will be (i)  third-party  debt  financing  (which may not be
available if, as expected,  the Apartment  Complexes  owned by the Local Limited
Partnerships  are  already  substantially  leveraged),  (ii)  additional  equity
contributions  or advances of the Local  General  Partners,  (iii) other  equity
sources (which could adversely affect the Partnership's interest in Tax Credits,
cash flow and/or proceeds of sale or refinancing of the Apartment  Complexes and
result in adverse  tax  consequences  to the  Unitholders),  or (iv) the sale or
disposition  of the  Apartment  Complexes  (which  could  have the same  adverse
effects as discussed in  (iii)above).  There can be no assurance that funds from
any of such sources would be readily available in sufficient amounts to fund the
capital  requirements  of the Local Limited  Partnerships  in question.  If such
funds are not available,  the Local Limited  Partnerships would risk foreclosure
on their  Apartment  Complexes if they were unable to  renegotiate  the terms of
 

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their first mortgages and any other debt secured by the Apartment Complexes
to the extent the capital  requirements of the Local Limited Partnerships relate
to such debt.

         The  Partnership's  capital needs and resources are expected to undergo
major  changes  during its first  several years of operations as a result of the
completion  of its  offering  of  Units  and  its  acquisition  of  investments.
Thereafter,  the  Partnership's  capital  needs and resources are expected to be
relatively  stable over the holding  periods of the  investments,  except to the
extent of proceeds received in payment of Promissory Notes and disbursed to fund
the Partnership's deferred obligations.








































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Part II.  Other Information

Item 1.  Legal Proceedings

None.

Item 2.  Changes in Securities

None.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Submission of Matters to a Vote of Security Holders

None.

Item 5.  Other Information

None.

Item 6.  Exhibits and Reports on Form 8-K

None.























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                                   SIGNATURES

         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
(Registrant)

By:   WNC & Associates, Inc.         General Partner


By:   /s/ John B. Lester, Jr.        President
          John B. Lester, Jr.        President

Date: August 22, 1997

By:  /s/ Theodore M. Paul
         Theodore M. Paul            Vice President - Finance

Date: August 22, 1997


























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