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, 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 and Series 6

California                                                   33-0775418

(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 and Series 6
                       

                               INDEX TO FORM 10-Q

                    FOR THE QUARTER ENDED SEPTEMBER 30, 1997


PART I. FINANCIAL INFORMATION
Series 5
--------
Item 1.  Financial Statements
         Balance Sheet, September 30, 1997...................................3

         Statement of Operations For the Period July 15, 1997
          (date operations commenced) to September 30, 1997..................4

         Statement of Partners' Equity
         For the Period July 15, 1997 (date operations commenced)
          to September 30, 1997..............................................5

         Statement of Cash Flows
         For the Period July 15, 1997 (date operations commenced)
          to September 30, 1997..............................................6

         Notes to Financial Statements.......................................8

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

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

Series 6
--------
Series 6  currently  has no assets  or  liabilities  and has had no  operations.
Accordingly, no financial information is included herein for Series 6.

PART II. OTHER INFORMATION
Item 2  Changes in Securities and Use of Proceeds............................15

Item 6. Exhibits and Reports on Form 8-K.....................................15

        Signatures...........................................................16



<PAGE>

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

                                 BALANCE SHEET
                              September 30, 1997

                                    ASSETS

Cash and cash equivalents                         $               2,158,837
Subscriptions receivable - Note 4                                   689,000
Investment in limited
 partnerships - Note 2                                              231,569
Other assets                                                            129
                                                                  ---------
                                                  $               3,079,535
                                                                  =========


                        LIABILITIES AND PARTNERS' EQUITY

Liabilities:
Accrued fees and expenses due to
 general partner and affiliates - Note 3          $                 239,578
                                                                  ---------


Partners' equity (deficit):
 General partner                                                     (3,471)
 Original limited partner                                             1,000
 Limited partners (25,000 units
  authorized, 3,216 units issued
  and outstanding)                                                2,842,428
                                                                  ---------
Total partners' equity                                            2,839,957
                                                                  ---------
                                                   $              3,079,535
                                                                  =========



                                    UNAUDITED
                  See Accompanying Notes to Financial Statements

                                        3


<PAGE>

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

                              STATEMENT OF OPERATIONS

For the Period July 15, 1997 (date operations commenced) to September 30, 1997


Interest income                                   $                   129

Operating expenses:
Amortization                                                          289
Other expense                                                          43
                                                                 --------
                                                                      332
                                                                 --------
Net loss                                          $                  (203)
                                                                 ========
Net loss allocated to:
  General partner                                 $                    (2)
                                                                 ========
  Limited partners                                $                  (201)
                                                                 ========
Net loss per weighted limited partner
   unit (1,369)                                   $                 (0.15)
                                                                 ========





                                    UNAUDITED
                   See Accompanying Notes to Financial Statements

                                       4



<PAGE>

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

                           STATEMENT OF PARTNERS' EQUITY

For the Period July 15, 1997 (date operations commenced) to September 30, 1997


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


Equity (deficit),
December  31, 1996          $      -   $        -    $         -  $         -
                                       
Capital contributions            100        1,000      3,216,000    3,217,100
                                     
Offering expenses             (3,469)                   (343,471)    (346,940)
                                 

Capital issued for notes
  receivable                                             (30,000)     (30,000)

                                                                              
Net income                        (2)           -           (201)        (203)
                             -------     --------      ---------    ---------
                                                  
                                                

Equity (deficit),
  September 30, 1997        $ (3,371)  $    1,000   $  2,842,328 $  2,839,957
                             =======     ========      =========    =========










                                   UNAUDITED
                 See Accompanying Notes to Financial Statements

                                      5


<PAGE>

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

                              STATEMENT OF CASH FLOWS

For the Period July 15, 1997 (date operations commenced) to September 30, 1997

Cash flows used by operating activities:
 Net loss                                           $              (203)
  Adjustments to reconcile net loss to net
  cash used in operating activities:
   Amortization                                                     289
   Change in other assets                                          (129)
                                                              ---------
      Net cash used in operating activities                         (43)
                                                              ---------

Cash flows used by investing activities:
 Acquisition fees and costs                                     (98,000)
                                                              ---------
      Net cash used in investing activities                     (98,000)
                                                              ---------

Cash flows provided by financing activities:
  Capital contributions                                       2,498,100
  Offering expenses                                            (241,220)
                                                              ---------
     Net cash provided by financing activities                2,256,880
                                                              ---------

Net increase in cash and cash equivalents                     2,158,837
Cash and cash equivalents, beginning of period                        -
                                                              ---------
Cash and cash equivalent, end of period             $         2,158,837
                                                              =========





                                  UNAUDITED
                  See Accompanying Notes to Financial Statements

                                     6


<PAGE>

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

                         STATEMENT OF CASH FLOWS (CONTINUED)

For the Period July 15, 1997 (date operations commenced) to September 30, 1997


SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES:

During the period July 15, 1997 (date  operations  commenced)  to 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 July 15, 1997 (date  operations  commenced)  to September  30,
1997,   $689,000  of  capital   contributions  were  recorded  as  subscriptions
receivable.








                                  UNAUDITED
                  See Accompanying Notes to Financial Statements

                                     7



<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 1997

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

Organization
------------
WNC Housing Tax Credit Fund, VI, L.P., Series 5 (the  "Partnership")  was formed
under  the  California  Revised  Limited  Partnership  Act on March 3,  1997 and
commenced  operations  on July 15, 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. The Partnership  commenced operations July 15,
1997, consequently there is no Annual Report for prior years.

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,
1997 and the results of operations and changes in cash flows for the period July
15,  1997  (date  operations   commenced)  to  September  30,  1997.  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.

Allocations Under the Terms of the Partnership Agreement
--------------------------------------------------------
The General Partner has a 1% 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% of  these  items  in
proportion  to the  number  of their  respective  units of  limited  partnership
interest in the Partnership ("Units").

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.



                                        8


<PAGE>

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

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                            September 30, 1997

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

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.

Organization Costs
------------------
Organization costs will be amortized on the straight-line method over 60 months.

NOTE 2 - 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, 1997:

                                                 1997
                                                 ----
       Investment balance,
         beginning of period              $            0
       Acquisition fees and costs                231,858
       Amortization of capitalized
         acquisition costs                          (289)
       Investment balance,
         end of period                    $      231,569
                                                ========

                                       9


<PAGE>

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

                       NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  September 30, 1997


NOTE 3 - 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.
     Acquisition  fees of $223,020 were incurred during the period July 15, 1997
     (date operations commenced) to September 30, 1997.

         An annual management fee not 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 no such fees during the period
     July 15, 1997 (date operations commenced) to September 30, 1997.

         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, 1997:

                                                                     1997
                                                                     ----
 
 Acquisition fees                                                 $  125,020
 Advances made for acquisition costs, organizational,
 offering and selling expenses                                       114,558
                                                                    --------

   Total accrued fees and advances                                $  239,578
                                                                    ========




                                      10


<PAGE>

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

                      NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                September 30, 1997


NOTE 4 - SUBSCRIPTION AND INVESTOR NOTES RECEIVABLE
---------------------------------------------------

During the period July 15, 1997 (date  operations  commenced)  to September  30,
1997,  the  Partnership  accepted  $30,000  in  promissory  notes  from  limited
partners.  Limited partners who subscribe for ten or more Units may elect to pay
50% of the purchase price therefore in cash upon  subscription and the remaining
50% by the delivery of a promissory  note bearing fixed  interest at the rate of
5.54%  per  annum.  Interest  rates are  established  quarterly.  Principal  and
interest  are due (i) January 31, 1999 if the investor  subscribes  on or before
June 30,  1998,  (ii) June 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.  This amount is presented as a reduction in partners'
equity.

Subscriptions  receivable of $689,000 has been received  subsequent to September
30, 1997 and accordingly have been classified as an asset.

NOTE 5 - 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.



















                                       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  subscription  funds of
$1,400,000,  thereby satisfying the minimum Offering condition.  As of September
30, 1997, the Partnership had received and accepted  subscriptions in the amount
of $3,216,000  (3,216  Units),  of which  $30,000  currently is  represented  by
Promissory Notes.

As of September 30, 1997, the Partnership was indebted to WNC & Associates, Inc.
in  the  amount  of  approximately   $240,000.   The  component  items  of  such
indebtedness were as follows: accrued acquisition fees of approximately $125,000
and advances to pay front-end fees of approximately $115,000.

As of September 30, 1997, the Partnership had made no capital  contributions  to
Local Limited Partnerships.

Overall,  as reflected in its Statement of Cash Flows, the Partnership had a net
increase in cash and cash equivalents of approximately $2,159,000 for the period
July 15, 1997 (date  operations  commenced) to September 30, 1997. This increase
in cash consisted of cash provided by (used in) operating activities,  investing
activities and financing  activities,  of  approximately  $(0),  ($98,000),  and
$2,257,000,  respectively.  Cash provided from financing activities consisted of
capital  contributions  from limited partners of  approximately  $2,498,000 less
offering expenses of approximately  $241,000.  Cash used by investing activities
consisted entirely of payment of capitalized acquisitions costs of approximately
$98,000.  Cash provided and used by the operating  activities of the Partnership
was  minimal  compared  to its  other  activities.  No cash  was  provided  from
operations  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
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.


                                      12


<PAGE>

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 Partnerships
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
Partnership the Partnership's deferred obligations.

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

As reflected on its  Statements of  Operations,  the  Partnership  had a loss of
approximately  $200 for the period July 15, 1997 (date operations  commenced) to
September  30, 1997.  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.

                                    13




<PAGE>

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.










                                     14


<PAGE>

Part II.  Other Information

Item 2.  Changes in Securities and Use of Proceeds

As of September 30, 1997 the  Partnership has received  subscriptions  for 3,216
units of limited  partnership  interest  ("Units"),  for an aggregate  amount of
capital  contributions  of $3,216,000 in an offering which commenced on July 16,
1997. At September 30, 1997, the above capital  contributions  consisted of cash
of  $2,497,000,  subscriptions  receivable  of $689,000 and notes  receivable of
$30,000. At September 30, 1997,  approximately $347,000 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
$227,000,  and  wholesaling  and other  organization  and  offering  expenses of
approximately, $120,000 which were reallowed to non-affiliates. At September 30,
1997,   approximately  $2,869,000  is  invested  in  Local  Limited  Partnership
Interests or Reserves as follows:

                       Paid or to be paid to    
                       General Partner or       Paid or to be
                       affiliate                paid to others          Total


Acquisition fees         $  223,000         $                   $      223,000
Acquisition costs                                      9,000             9,000
Reserves 
 (see note below)                                  2,637,000         2,637,000
                          ---------                ---------         ---------

Total                    $  223,000         $      2,646,000    $    2,869,000
                          =========                =========         =========




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

Reports on Form 8-K
         No reports on Form 8-K were filed  during the quarter  ended  September
30, 1997.










                                       15


<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 14, 1997



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

Date: November 14, 1997


















                                       16