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 September 30, 1998

                                       OR

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

For the transition period from ________ to ___________

Commission file number: 0-24855


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

California                                                   33-0745418

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


3158 Redhill Avenue, Suite 120
Costa Mesa, CA  92626
(Address of principal executive offices)

(714) 662-5565
(Telephone number)

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



<PAGE>



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

                               INDEX TO FORM 10-Q

                    FOR THE QUARTER ENDED SEPTEMBER 30, 1998




PART I. FINANCIAL INFORMATION
Item 1.  Financial Statements
         Balance Sheet, September 30, 1998 and December 31, 1997..............2

         Statement of Operations For the Three and Nine Months ended
           September 30, 1998 ................................................3

         Statement of Partners' Equity
           For the Nine Months ended September 30, 1998.......................4

         Statement of Cash Flows
           For the Nine Months ended September 30, 1998.......................5

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

Item 2.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations..........................................12

Item 3.  Quantitative and Qualitative Disclosures About Market Risks.........14

PART II. OTHER INFORMATION

Item 1. Legal Proceedings....................................................15

Item 2  Changes in Securities and Use of Proceeds............................15

Item 3  Defaults Upon Senior Securities......................................15

Item 4  Submission of Matters to a Vote of Security Holders..................15

Item 5  Other Information....................................................15

Item 6.  Exhibits and Reports on Form 8-K....................................16

Signatures...................................................................17


<PAGE>


Part I.  Financial Information

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

                                 BALANCE SHEETS
                    September 30, 1998 and December 31, 1997

                                               1998                    1997
                                               ----                    ----
                                     ASSETS

Cash and cash equivalents                $     3,914,979       $    5,498,424
Cash in escrow                                 6,446,998
Subscriptions receivable - Note 6                      -              631,885
Loans receivable - Note 2                        280,194              878,894
Investment in limited
 partnerships - Note 3                        18,733,148            2,398,460
Due from affiliate                               100,000
Other assets                                      26,102                5,042
                                             -----------          -----------
                                         $    29,501,421       $    9,412,705
                                             ===========          ===========

                   LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
Payable to limited partnerships 
     - Note 5                            $     8,553,563       $       860,671
Accrued fees and expenses due to
    general partner and affiliates 
     - Note 4                                     59,217               361,900
                                             -----------          ------------
                                               8,612,780             1,222,571
                                             -----------          ------------
Commitments and contingencies - Note 8 

Partners' equity (deficit):
 General partner                                 (14,269)              (12,452)
 Limited partners (25,000 units authorized,
  25,000 and 9,834 units issued and
 outstanding at September 30, 1998 and
  December 31, 1997, respectively)            20,902,910            8,202,586
                                             -----------          -----------
Total partners' equity                        20,888,641            8,190,134
                                             -----------          -----------
                                         $    29,501,421       $    9,412,705
                                             ===========          ===========

                                    UNAUDITED
                 See Accompanying Notes to Financial Statements

                                        2



<PAGE>



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

                             STATEMENT OF OPERATIONS
             For The Three and Nine Months Ended September 30, 1998
                    and For the Period August 29, 1997 (date
                 operations commenced through September 30, 1997

                                            1998                       1997
                                     ------------------------       -----------
                                      Three          Nine
                                      Months         Months           Period

Interest income                    $  113,223      $  236,590        $      129
                                      -------         -------          --------

Operating expenses:
Amortization                           15,050          32,210               289
Asset management fees -Note 4          29,265          47,300
Accounting and legal expense            1,345           1,345
Other                                   3,294           6,862                43
                                        -----        -  -----          --------
Total operating expenses               48,954          87,717               332
                                       ------          ------          --------

Income (loss) from operations          64,269         148,873              (203)
Equity in loss from
 limited partnerships - Note 3        (14,200)        (40,300)                -
                                      -------         -------          --------
                                                                              

Net income                         $   50,069      $  108,573        $     (203)
                                       ======         =======          ========

Net income allocated to:
  General partner                  $       50      $      109        $       (2)
                                      =======         =======          ========

  Limited partners                 $   50,019      $  108,464        $     (201)
                                       ======         =======          ========

Net income per weighted limited
 partner units (18,841 and 1,369)  $     2.65      $     5.76        $    (0.15)
                                      =======        ========          ========


                                    UNAUDITED
                 See Accompanying Notes to Financial Statements

                                        3



<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 September 30, 1998 and For the Period August 29, 1997
             (Date Operations Commenced) through September 30, 1997


For the nine months ended September 30, 1998
--------------------------------------------

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

Equity (deficit), 
  December 31, 1997                     $ (12,452)   $  8,202,586  $  8,190,134
Sale of limited partnership units, 
  net of discounts                                     15,122,795    15,122,795
Offering expenses                          (1,926)     (1,923,685)   (1,925,611)
Capital issued for notes 
  receivable -Note 6                                     (607,250)     (607,250)
Net income                                    109         108,464       108,573 
                                         --------      ----------    ----------
                                                                                

Equity (deficit), September 30, 1998    $ (14,269)   $ 20,902,910  $ 20,888,641
                                         ========      ==========    ==========

For the Period August 29, 1997 (Date Operations Commenced)
through September 30, 1997

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

Contribution from the general partner   $     100    $      1,000  $      1,100
Sale of limited partnership units, 
  net of discounts                                      3,216,000     3,216,000
Offering expenses                          (3,469)       (343,471)     (346,940)
Capital issued for notes  receivable                      (30,000)      (30,000)
Net loss                                       (2)           (201)         (203)
                                         --------      ----------    ----------
Equity (deficit),
  September 30, 1997                    $  (3,371)    $ 2,843,328  $  2,839,957
                                         ========       =========    ==========



                                    UNAUDITED
                 See Accompanying Notes to Financial Statements

                                        4


<PAGE>



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

                             STATEMENT OF CASH FLOWS
                     For the Nine Months Ended September 30,
            1998 and For the Period August 29, 1997 (date Operations
                      Commenced) through September 30, 1997

                                                           1998          1997
                                                           ----          ----
Cash flows used by operating activities:
  Net income                                          $   108,573   $      (203)
    Adjustments to reconcile net income to net
        cash used in operating activities:
        Equity in loss of limited partnerships             40,300
        Amortization                                       32,210           289
        Asset management fee                               47,300
        Change in other assets                            (21,060)         (129)
        Change in accrued fees and expenses
          due to general partner and affiliates           (63,152)            -
                                                       ----------     --------- 
   Net cash provided (used) by operating activities       144,171           (43)
                                                       ----------     --------- 
Cash flows used by investing activities:
  Investment in limited partnerships                   (7,101,011)
  Acquisition fees and costs                           (1,114,910)      (98,000)
  Accrued acquisition fees and costs                      (31,457)
  Paid into escrow                                     (6,446,998)
  Distributions from limited partnerships                     315             -
                                                       ----------     ---------
   Net cash used by investing activities              (14,694,061)      (98,000)
                                                       ----------     ---------
Cash flows provided by financing activities:
  Capital contributions                                15,147,430     2,498,100
  Offering expenses                                    (2,180,985)     (241,220)
                                                       ----------     ---------
   Net cash provided by financing activities           12,966,445     2,256,880
                                                       ----------     ---------
Net increase(decrease) in cash and cash e
   quivalents                                          (1,583,445)    2,158,837
Cash and cash equivalents, beginning of period          5,498,424             -
                                                       ----------     ---------
 Cash and cash equivalent, end of period              $ 3,914,979   $ 2,158,837
                                                       ==========     =========

(Continued)
                                    UNAUDITED
                 See Accompanying Notes to Financial Statements

                                        5


<PAGE>


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


                       STATEMENT OF CASH FLOWS (CONTINUED)

                  For the Nine Months Ended September 30, 1998


SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES:


During the nine months ended  September 30, 1998 the Partnership  incurred,  but
did not pay,  $7,692,892 of payables to limited  partnership in connection  with
the acquisition of limited partnership interests.

During the nine months ended September 30, 1998 the Partnership applied $498,700
from a loan receivable to the respective note payables to limited partnership in
connection with the acquisition of limited partnership interests.

During  the  nine  months  ended   September   30,  1998   $607,250  of  capital
contributions were recorded as notes receivable.


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

During the period August 29, 1997 (date operations  commenced) through September
30,  1997 the  Partnership  incurred,  but did not pay,  $239,578 of payables to
affiliates for acquisitions costs, and fees and offering expenses (see Note 3).


During the period August 29, 1997 (date operations  commenced) through September
30,  1997,  $689,000 of capital  contributions  were  recorded as  subscriptions
receivable.








                                    UNAUDITED
                 See Accompanying Notes to Financial Statements

                                        6



<PAGE>



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

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS
                               September 30, 1998


NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization
------------
WNC Housing Tax Credit Fund, VI, L.P., ("the  Partnership") was formed under the
California  Revised  Limited  Partnership  Act on  March 3,  1997 and  commenced
operations on August 29, 1997. 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 information  contained in the following notes to the financial statements is
condensed  from that  which  would  appear in the annual  financial  statements;
accordingly,  the  financial  statements  included  herein should be reviewed in
conjunction with the financial statements and related notes thereto contained in
the Partnership's Annual Report of December 31, 1997.

In  the  opinion  of  the  management,   the  accompanying  unaudited  financial
statements  contain  all  adjustments   (consisting  of  only  normal  recurring
accruals) necessary to present fairly the financial position as of September 30,
1998 and the results of operations and changes in cash flows for the nine months
ended September 30, 1998.  Accounting  measurements at interim dates  inherently
involve  greater  reliance  on  estimates  than  at year  end.  The  results  of
operations for the interim period  presented are not  necessarily  indicative of
the results for the entire year.

The general partner of the  Partnership is WNC & Associates,  Inc. (the "General
Partner"). Wilfred N. Cooper, Sr., through the Cooper Revocable Trust, owns just
less than 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,  just  less  than 30% of the  outstanding  stock of WNC &
Associates, Inc.

Pursuant to the  Partnership  Agreement,  the  Partnership is authorized to sell
25,000 units of limited  partnership  interests  ("Units") at $1,000 per Unit of
which  25,000 Units in the amount of  $24,918,175  had been sold as of September
30, 1998,.

Allocations Under the Terms of the Partnership Agreement
--------------------------------------------------------
The General Partner has a .01% interest in operating profits and losses, taxable
income and loss and in cash available for distribution from the Partnership. The
limited  partners  will be  allocated  the  remaining  99.9% of  these  items in
proportion to the number of their respective Units.

                                        7


<PAGE>



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

               NOTES TO UNAUDITED FINANCIAL STATEMENTS (CONTINUED)
                               September 30, 1998

NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
--------------------------------------------------------------

Allocations Under the Terms of the Partnership Agreement (Continued)
After the limited  partners have received sale or refinancing  proceeds 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 3 below) any
additional  sale or refinancing  proceeds will be distributed 90% to the limited
partners (in proportion to the number of their respective  Units) and 10% to the
General Partner.

Method of Accounting For Investment 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 each limited  partnership's  results of operations  and
for any distributions  received.  Costs incurred by the Partnership in acquiring
the  investments  in  limited  partnerships  are  capitalized  as  part  of  the
investment.

Losses from the limited  partnerships  will not be recognized to the extent that
the individual investment balance would be adjusted below zero.

Cash and Cash Equivalents
The  Partnership  considers all bank  certificates of deposit with a maturity of
less than three months to be cash equivalents.

Offering Expenses
-----------------
Offering  expenses consist of underwriting  commissions,  legal fees,  printing,
filing and  recordation  fees, and other costs incurred with selling Units.  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 partners' capital.



                                        8


<PAGE>


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

               NOTES TO UNAUDITED FINANCIAL STATEMENTS (CONTINUED)
                               September 30, 1998


NOTE 2 - LOANS RECEIVABLE
-------------------------

Loans receivable  represent amounts loaned by the Partnership to certain limited
partnerships in which the  Partnership  may invest.  These loans will be applied
against  the  first  capital  contribution  due  if the  Partnership  ultimately
acquires a limited partnership  interest. In the event that the Partnership does
not  acquire a limited  partnership  interest,  the loans are to be repaid  with
interest  at a rate which is equal to the rate  charged to an  affiliate  of the
general  partner (8.75 % at September  30,1998).  Loan receivable of $498,700 at
December  31,  1997  was  applied  to  capital  contributions  due  for  limited
partnership  interest  acquired in January 1998.  Loan receivable of $100,000 at
December 31, 1997 was repaid by a partnership  that the Partnership had declined
to acquire.  Loans  receivable  with a balance of $260,194 at September 30, 1998
and  December  31,  1997  was  collectible  from  a  partnership  which  was  in
negotiation to be acquired at September 30, 1998 and was subsequently applied to
capital  contributions due for limited partnership interest acquired in November
1998 (see Note 8). Loan  receivable  with a balance of $20,000 at September  30,
1998 and December 31, 1997 was collectible  from a limited  partnership that the
Partnership had declined to acquire and is to be repaid by the other partnership
to the Partnership in 1998.


NOTE 3 - INVESTMENT IN LIMITED PARTNERSHIPS
-------------------------------------------

The  following  is a summary  of the  investment  in  limited  partnerships  and
reconciliation to the limited partnership  accounts as of September 30, 1998 and
December 31, 1997:

                                                     1998             1997
                                                     ----             ----
  Investment balance,
    beginning of period                            $  2,398,460     $         -
  Capital contributions to limited partnerships       7,101,011         836,632
  Loan receivable applied                               498,700
  Capital contributions payable                       7,692,892         860,671
  Capitalized acquisition fees and costs              1,114,910         701,018
  Distributions from limited partnerships                  (315)
  Equity in income (loss) of limited partnerships       (40,300)          2,395
  Amortization of acquisition fees and costs            (32,210)         (2,256)
                                                     ----------       ---------
  Investment balance
    end of period                                  $ 18,733,148     $ 2,398,460
                                                     ==========       =========



                                                         9


<PAGE>


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

               NOTES TO UNAUDITED FINANCIAL STATEMENTS (CONTINUED)
                               September 30, 1998


NOTE 4- RELATED PARTY TRANSACTIONS

Under the terms of its  Agreement of Limited  Partnership,  the  Partnership  is
obligated to the General Partner or its affiliates for the following items:

     Acquisition  fees up to 7% of the  gross  proceeds  from the sale of Units.
     Through September 31, 1998 and December 31, 1997, the Partnership  incurred
     acquisition  fees of $1,667,972 and  $1,003,472,  respectively,  which have
     been included in investments in limited partnerships.

     Reimbursements  of cost incurred by an affiliate of the General  Partner in
     connection with  acquisition of Investees.  These  reimbursements  will not
     exceed 1.5% of the gross  proceeds.  As of September  30, 1998 and December
     31,  1997,  the  Partnership  incurred  acquisition  costs of $147,956  and
     $36,518,  respectively,  which have been included in investments in limited
     partnerships.

     An annual  management fee not to exceed .2% of the  Partnership's  invested
     assets (defined by the  Partnership's  Agreement of Limited  Partnership as
     the Partnership's  capital  contributions to limited  partnerships plus its
     allocable   percentage   of  the   permanent   financing   of  the  limited
     partnerships).  The  Partnership  has incurred fees of $47,300 for the nine
     months ended September 30, 1998.

     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 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.

Accrued fees and advances due to affiliates of the General  Partner  included in
the  accompanying  balance sheet consists of the following at September 30, 1998
and December 31, 1997:

                                                           1998          1997
                                                           ----          ----
  Acquisition fees                                  $    (1,548)    $   62,878
  Advances made for acquisition costs, 
   organizational,offering and selling expenses          13,062        294,310
  Asset management fees                                  47,300
  Other                                                     403          4,712
                                                      ---------      ---------
    Total accrued fees and advances                 $    59,217     $  361,900
                                                      =========       ========

                                                        10

<PAGE>


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

               NOTES TO UNAUDITED FINANCIAL STATEMENTS (CONTINUED)
                               September 30, 1998


NOTE 5 - PAYABLE TO LIMITED PARTNERSHIPS
----------------------------------------

Payable to limited  partnerships at September 30, 1998 represents  amounts which
are due at various times based on conditions  specified in the respective  local
limited partnership agreements. These contributions are payable in installments,
generally due upon the local limited  partnership  achieving  certain  operating
benchmarks,  and are  generally  expected  to be paid  within  two  years of the
Partnership's initial investment.

NOTE 6 - SUBSCRIPTION AND INVESTOR NOTES RECEIVABLE
---------------------------------------------------

As of September 30, 1998, the Partnership had received  subscriptions for 25,000
units  which  included  promissory  notes  of  $958,400.  Limited  partners  who
subscribe for ten or more units of limited partnership  interest ($10,000) could
elect  to pay 50% of the  purchase  price  in  cash  upon  subscription  and the
remaining 50% by the delivery of a promissory note bearing fixed interest at the
rate of 5.5% per annum. Interest rates are established quarterly.  Principal and
interest  are due (i) January 31, 1999 if the investor  subscribes  on or before
September 30, 1998, (ii) September 30, 1999 if the investor  subscribes  between
July 1, 1998 and  December  31, 1998 or (iii)  January 31, 2000 if the  investor
subscribes  after December 31, 1998. The amount of promissory  notes  receivable
during the nine months ended  September  30, 1998  ($958,400)  is presented as a
reduction in partners' equity.

Subscriptions  receivable  at December 31, 1997  presented  on the  accompanying
balance  sheet of $631,885  were  received  subsequent  to December 31, 1997 and
accordingly have been classified as an asset


NOTE 7 - INCOME TAXES
---------------------

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

NOTE 8 - COMMITMENTS AND CONTINGENCIES
--------------------------------------

Subsequent  to  September  30,  1998,  the  Partnership   acquired  one  limited
partnership interest which required capital contributions totaling $1,276,884 of
which  $260,194 has been  advanced as of September  30, 1998 and is reflected in
the loans receivable in the accompanying  balance sheet as of September 30, 1998
(see Note 2).


                                       11

<PAGE>



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

Liquidity and Capital Resources
-------------------------------
 The  Partnership  is raising  equity  capital  from  investors  by means of its
Offering,  and is applying such capital,  including the installment  payments on
the Promissory Notes as received, to the purchase price and acquisition fees and
costs of Local  Limited  Partnership  Interests,  Reserves and  expenses.  As of
August  29,  1997 the  Partnership  had  received  cash  subscriptions  funds of
$1,400,000,  thereby satisfying the minimum offering condition.  As of September
30, 1998, the Partnership had received and accepted  subscriptions in the amount
of $24,918,175,  net of discounts of $81,825  (25,000 Units),  of which $958,400
was represented by Promissory Notes.

As of September 30, 1998, the Partnership was indebted to WNC & Associates, Inc.
in the amount of approximately $59,200. The component items of such indebtedness
were as  follows:  advances  to pay  front-end  fees of  approximately  $13,100,
accrued asset  management  fees of  approximately  $47,300 and other advances of
approximately   $400,   offset  by  accrued   acquisition   fees  over  paid  by
approximately $1,500.

As of September 30, 1998 and December 31, 1997, the Partnership had made capital
contributions  to Local Limited  Partnerships  of  approximately  $8,436,300 and
$836,600 and had commitments of approximately  $8,553,600 and $860,700 for those
limited  partnership  interests  acquired.  Further,  the  Partnership had loans
outstanding  to Local  Limited  Partnerships  as of September 30, 1998 and as of
December 31, 1997, of approximately $280,200 and $878,900,  respectively. Of the
amount outstanding as of December 31, 1997, approximately $498,700 was loaned to
EL RENO and was applied to the Partnership's  purchase price upon acquisition of
this  Limited  Partnership  Interest in January  1998 and the amount of $100,000
made to  TULSA-CRESTVEIW,  was repaid during July, 1998. The balance of $280,000
is still  outstanding  as of  September  30,  1998  and  consist  of two  loans:
approximately  $260,200  was made to  Apartment  Housing  of  Theodore,  and was
applied to the  Partnership's  purchase  price upon  acquisition of this Limited
Partnership  Interest in November,  1998;  and $20,000 to ASLAND to be repaid in
1998.

Overall,  as reflected in its Statement of Cash Flows, the Partnership had a net
decrease in cash and cash equivalents of  approximately  $1,583,400 for the nine
month period ended  September 30, 1998.  This decrease in cash consisted of cash
provided by  operating  activities  of  approximately  $144,200,  and  financing
activities  of  approximately  $12,966,400,  offset  by cash  used in  investing
activities,   of  approximately   $14,694,100.   Cash  provided  from  financing
activities   consisted  of  capital   contributions  from  limited  partners  of
approximately  $15,147,400 less offering  expenses of approximately  $2,181,000.
Cash used by investing  activities consisted of payments to limited partnerships
of approximately  $7,101,000,  cash paid into escrow of approximately $6,447,000
and capitalized acquisitions costs of approximately $1,146,400, offset by a cash
distribution from a limited partnership of approximately $300. Cash provided and
used by the operating  activities of the Partnership was minimal compared to its
other activities.  Cash provided from operations consisted primarily of interest
received  on cash  deposits  and  investor  notes  receivable,  and cash used in
operations consisted primarily of payments for operating fees and expenses.  The
major components of all these activities are discussed in greater detail below.

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


                                       12


<PAGE>


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  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 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.

                                       13


<PAGE>



Results of Operations
---------------------

As reflected on its Statements of Operations,  the Partnership had net income of
approximately  $108,600  for the nine  months  ended  September  30,  1998.  The
component items of revenue and expense are discussed below.

Revenue.  The Partnership's  revenues  consisted  entirely of interest earned on
Promissory  Notes  and  cash  deposits  held in  financial  institutions  (i) as
Reserves,  or (ii) pending  investment in Local Limited  Partnerships.  Interest
revenue in future years will be a function of prevailing  interest rates and the
amount of cash balances.  It is anticipated  that the Partnership  will maintain
cash  Reserves  in an amount  not  materially  in excess of the  minimum  amount
required by its Partnership Agreement, which is 3% of Capital Contributions.

Expenses. The most significant component of operating expenses is expected to be
the Asset  Management  Fee.  The Asset  Management  Fee is equal to 0.2% of that
portion of Invested  Assets (i.e.,  the sum of the  Partnership's  investment in
Local  Limited  Partnerships  plus  the  Partnership's  allocable  share  of the
mortgage loans on and other debts related to, the Apartment  Complexes  owned by
such Local  Limited  Partnerships)  which are  attributable  to apartment  units
receiving government assistance.

Amortization  expense consist of the  amortization  over a period of 30 years of
the Acquisition Fee and other expenses  attributable to the acquisition of Local
Limited Partnership Interests.

Because  the  amounts  of the  Asset  Management  Fee and  amortization  expense
primarily are determined by the gross proceeds from the Offering, and the number
and  size  of  Apartment  Complexes,  until  termination  of  the  Offering  and
investment of the net proceeds therefrom the Partnership cannot predict with any
accuracy what these amounts will be.


Item 3:  Quantitative and Qualitative Disclosures Above Market Risks

None.

Part II.  Other Information

Item 1.  Legal Proceedings

None.








                                       14



Item 2.  Changes in Securities and Use of Proceeds

As of September 30, 1998 the Partnership has received  subscriptions  for 25,000
units of limited partnership interest ("Units") for an aggregate gross amount of
capital  contributions of $25,000,000  attributable to such  subscriptions in an
offering  which  commenced on July 16, 1997.  At September  30, 1998,  the gross
capital  contributions  consisted of cash of  $23,959,775,  notes  receivable of
958,400  and  discounts  of  $81,825.  At  September  30,  1998,   approximately
$3,183,100 was paid or due to WNC & Associates, Inc. or WNC Capital Corporation,
affiliates, for selling commissions, wholesaling activities and in reimbursement
of other  organization  and  offering  expenses.  Included  therein  are selling
commissions of approximately  $1,683,115 and wholesaling and other  organization
and  offering  expenses  of  approximately  $750,000  which  were  reallowed  to
non-affiliates.  At September 30, 1998, approximately $21,735,100 is invested in
Local Limited Partnership Interests or Reserves as follows:
<TABLE>
<CAPTION>


                                 Paid or to be
                                 paid to General
                                 Partner or             Paid or to be
                                 affiliates             paid to others              Total
                                 ----------             --------------              -----
<S>                           <C>                     <C>                  <C>    
Local limited
  Partnership Interests                               $    16,989,900      $       16,989,900

Acquisition fees              $      1,668,000                                      1,668,000

Acquisition costs                                             148,000                 148,000

Reserves and to be invested
                                                            2,929,200               2,929,200
                                 --------------           -----------             -----------

                              $       1,668,000       $    20,067,100      $       21,735,100
                                 ==============          ============              ==========

</TABLE>

Item 3. Defaults Upon Senior Securities

None.

Item 4  Submission of Matters to a Vote of Security Holders

None.

Item 5.  Other Information

None.
                                       15


<PAGE>




Item 6.  Exhibits and Reports on Form 8-K
Exhibits
         None.

Reports on Form 8-K

     Amendment  No. 1 to  current  report on Form 8-K dated  April 30,  1998 was
filed on July 6, 1998. Proforma financial  information required by Article 11 of
Regulation  S-X was provided  under Item 7 of the amendment No. 1 to the current
report filed on May 15, 1998.

     Amendment  No. 2 to  current  report on Form 8-K dated  April 30,  1998 was
filed on July 20, 1998. Proforma financial information required by Article 11 of
Regulation  S-X was provided  under Item 7 of the amendment No. 1 to the current
report filed on May 15, 1998

     Amendment No. 1 to current  report on Form 8-K dated May 31, 1998 was filed
on July 22,  1998.  Proforma  financial  information  required  by Article 11 of
Regulation  S-X was provided  under Item 7 of the amendment No. 1 to the current
report filed on June 15, 1998.

     Amendment No. 2 to current  report on Form 8-K dated May 31, 1998 was filed
on July 28,  1998.  Proforma  financial  information  required  by Article 11 of
Regulation  S-X was provided  under Item 7 of the amendment No. 1 to the current
report filed on June 15, 1998

     Amendment  No. 3 to  current  report on Form 8-K dated  April 30,  1998 was
filed on September 1, 1998. Proforma financial  information  required by Article
11 of  Regulation  S-X was provided  under Item 7 of the  amendment No. 1 to the
current report filed on May 15, 1998















                                       16


<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/ John B. Lester, Jr.
  -----------------------------------------------------
John B. Lester, Jr         .        President

Date: November 20, 1998



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

Date: November 20, 1998




















                                                        17