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, 2004

                                       OR

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



                       Commission file number: 333-107180
                                               333-107181


                 WNC HOUSING TAX CREDIT FUND VI, L.P., Series 11
                 WNC HOUSING TAX CREDIT FUND VI, L.P., Series 12
                     California                                  72-1566909
                                                                 72-1566910
                   (State or other jurisdiction of            (I.R.S. Employer
                  incorporation or organization)             Identification No.)


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

                                 (714) 662-5565
                               (Telephone number)


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

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in rule 12b-2 of the Exchange Act).

Yes           No      X
    ---------    ----------








<PAGE>


                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11
                       (A California Limited Partnership)

                               INDEX TO FORM 10-Q

                   For the Six Months Ended September 30, 2004



PART I. FINANCIAL INFORMATION
Series 11
---------
     Item 1. Financial Statements

             Balance Sheets
              September 30, 2004 and March 31, 2004............................3

             Statements of Operations
              For the Three Months and Six months Ended September 30, 2004 ....4

             Statement of Partners' Equity (Deficit)
              For the Six Months Ended September 30, 2004 .....................5

             Statement of Cash Flows
              For the Six Months Ended September 30, 2004 .....................6

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

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

     Item 3.  Quantitative and Qualitative Disclosures Above Market Risks.....17

     Item 4.  Controls and Procedures.........................................17

Series 12
---------
Series 12 currently has no assets or liabilities and has had no operations.
Accordingly no financial information is included herein for Series 12.

PART II. OTHER INFORMATION

     Item 1.  Legal Proceedings...............................................18

     Item 2.  Changes in Securities and Use of Proceeds.......................18

     Item 3.  Defaults Upon Senior Securities.................................18

     Item 4.  Submission of Matters to a Vote of Security Holders.............18

     Item 5.  Other Information...............................................18

     Item 6.  Exhibits........................................................19

     Signatures...............................................................20



                                        2


<PAGE>


                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11
                       (A California Limited Partnership)

                                 BALANCE SHEETS

           For the Periods Ended September 30, 2004 and March 31, 2004




<TABLE>
<CAPTION>

                                                           September 30, 2004            March 31, 2004
                                                         ------------------------    ------------------------
                                                               (unaudited)
<S>                                                    <C>                         <C>
ASSETS

Cash and cash equivalents                              $              8,068,646    $               2,481,446
Amounts due from dealers and interest receivable                        878,216                      704,861
Investments in limited partnerships, net                              6,920,395                            -
Prepaid acquisition fees and costs                                      439,627                      355,459
Loans receivable (Note 7)                                               175,000                            -
                                                         ------------------------    ------------------------

                                                       $             16,481,884    $               3,541,766
                                                         ========================    ========================


LIABILITIES AND PARTNERS' EQUITY (DEFICIT)


Liabilities:
   Accrued fees and expenses due to
      General Partner and affiliates (Note 3)          $                244,379    $                 191,850
   Payables to limited partnerships (Note 4)                          5,194,819                            -
                                                         ------------------------    ------------------------

      Total liabilities                                               5,439,198                      191,850
                                                         ------------------------    ------------------------

Commitments and contingencies

Partners' equity (deficit)
General Partner                                                             (51)                        (414)
Limited partners (25,000 units authorized,
13,209 and 3,954 units issued and outstanding at
  September 30, 2004 and March 31, 2004)                             11,042,737                    3,350,330
                                                         ------------------------    ------------------------

Total partners' equity                                               11,042,686                    3,349,916
                                                         ------------------------    ------------------------

                                                       $             16,481,884    $               3,541,766
                                                         ========================    ========================
</TABLE>

                 See accompanying notes to financial statements
                                        3



<PAGE>


                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11
                       (A California Limited Partnership)

                             STATEMENT OF OPERATIONS

              For the Three and Six Months Ended September 30, 2004


<TABLE>
<CAPTION>
                                                            2004                      2004
                                                        Three Months               Six Months
                                                       --------------             ------------

<S>                                                 <C>                      <C>
Interest income                                     $           9,545        $            11,384
                                                      -----------------         ------------------

Operating expenses:
  Amortization (Note 2)                                         5,322                      9,160
  Asset management fees (Note 3)                               10,497                     12,154
  Legal and accounting                                         18,882                     18,882
  Other                                                         8,766                     36,318
                                                      -----------------         ------------------

    Total operating expenses                                   43,467                     76,514
                                                      -----------------         ------------------

Loss from operations                                          (33,922)                   (65,130)
                                                      -----------------         ------------------

Equity in losses of
  limited partnerships (Note 2)                               (33,725)                   (37,217)
                                                      -----------------         ------------------

Net loss                                            $         (67,647)        $         (102,347)
                                                      =================         ==================

Net loss allocated to:
  General partner                                   $             (68)        $             (102)
                                                      =================         ==================

  Limited partners                                  $         (67,579)        $         (102,245)
                                                      =================         ==================

Net loss per limited partnership unit               $              (7)        $              (13)
                                                      =================         ==================

Outstanding weighted limited
  partner units                                                 9,578                      8,115
                                                      =================         ==================
</TABLE>

                 See accompanying notes to financial statements
                                        4


<PAGE>


                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11
                       (A California Limited Partnership)

                     STATEMENT OF PARTNERS' EQUITY (DEFICIT)

                   For the Six Months Ended September 30, 2004

                                   (unaudited)
<TABLE>
<CAPTION>


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

<S>                                                  <C>                  <C>                   <C>
Partners'(deficit) equity at March 31, 2004          $          (414)     $      3,350,330      $        3,349,916

Sales of Limited Partnerships units,
     net of discounts of 11,630                                    -             9,243,370               9,243,370

Less Limited Partnership units issued for
     promissory notes receivable (Note 6)                          -              (284,675)               (284,675)

Offering expenses                                                465            (1,164,043)             (1,163,578)

Net loss                                                        (102)             (102,245)               (102,347)
                                                       ---------------      ----------------      ------------------

Partners' equity (deficit) at September 30, 2004     $           (51)     $     11,042,737      $       11,042,686
                                                       ===============      ================      ==================

</TABLE>

                 See accompanying notes to financial statements
                                        5



<PAGE>


                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11
                       (A California Limited Partnership)

                             STATEMENT OF CASH FLOWS

                   For the Six Months Ended September 30, 2004

<TABLE>
<CAPTION>



<S>                                                                            <C>
    Cash flows from operating activities:
      Net loss                                                                 $            (102,347)
        Adjustments to reconcile net loss to net
            Cash used in operating activities:
            Amortization                                                                       9,160
            Equity in loss of limited partnerships                                            37,217
            Change in interest receivable                                                     (1,790)
            Change in accrued fees and expense due to
              General Partner and affiliates                                                  52,529
                                                                                 --------------------

                 Net cash used in operating activities                                        (5,231)
                                                                                 --------------------

    Cash flows from investing activities:
        Investments in limited partnerships                                               (1,025,871)
        Capitalized acquisition fees and costs                                              (746,082)
        Prepaid acquisition fees and costs                                                   (84,168)
        Loans receivable                                                                    (175,000)
                                                                                 --------------------

    Net cash used in investing activities                                                 (2,031,121)
                                                                                 --------------------

    Cash flows from financing activities:
        Sales of limited partner units, net of contributions
          receivable and subscriptions receivable                                          8,787,130
        Offering expenses                                                                 (1,163,578)
                                                                                 --------------------

    Net cash provided by financing activities                                              7,623,552
                                                                                 --------------------

    Net increase in cash and cash equivalents                                              5,587,200

    Cash and cash equivalents, beginning of period                                         2,481,446
                                                                                 --------------------

    Cash and cash equivalents, end of period                                   $           8,068,646
                                                                                 ====================

    SIGNIFICANT NONCASH INVESTING ACTIVITIES
    Prepaid acquisition fees and expenses included within
      due to general partner and affiliates                                    $              85,680
                                                                                 ====================

    SIGNIFICANT NONCASH FINANCING ACTIVITIES
    Offering expenses included within due to general partners
       and affiliates                                                          $             140,920
                                                                                 ====================
</TABLE>
                See accompanying notes to financial statements
                                       6
<PAGE>

                WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11
                       (A California Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

                   For the Six Months Ended September 30, 2004



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

General
-------

The  information  contained  in the  following  notes  to the  balance  sheet is
condensed  from that  which  would  appear in the annual  financial  statements;
accordingly, the balance sheet included herein should be reviewed in conjunction
with the March 31, 2004. In the opinion of the General Partner, the accompanying
unaudited balance sheet contains all adjustments necessary to present fairly the
financial position as of September 30, 2004.

Organization
------------

WNC  Housing  Tax  Credit  Fund  VI,  L.P.,  Series  11,  a  California  Limited
Partnership (the  "Partnership"),  was formed on July 20, 2003 under the laws of
the state of  California,  and  commenced  operations  on January  5, 2004.  The
Partnership  was formed to invest  primarily in other limited  partnerships  and
limited  liability  companies (the "Local Limited  Partnerships")  which own and
operate multi-family housing complexes (the "Housing Complex") that are eligible
for  low-income  housing tax credits.  The local  general  partners  (the "Local
General Partners") of each Local Limited  Partnership retain  responsibility for
maintaining, operating and managing the Housing Complex.

The  general  partner of the  Partnership  is WNC  National  Partners,  LLC (the
"General  Partner".)  The  general  partner  of  the  General  Partner  is WNC &
Associates,  Inc.  ("Associates").  The chairman and the president of Associates
own  substantially  all of the  outstanding  stock of  Associates.  The  initial
limited  partner is an affiliate of Associates.  The business of the Partnership
is  conducted  primarily  through  Associates,  as the  Partnership  and General
Partner have no employees of their own.

The Partnership shall continue in full force and effect until December 31, 2065,
unless terminated prior to that date,  pursuant to the partnership  agreement or
law.

The  Partnership  agreement  authorizes the sale of up to 25,000 units at $1,000
per Unit ("Units"). As of September 30, 2004, subscriptions for 13,209 Units had
been  accepted by the  Partnership.  The  required  minimum  offering  amount of
$1,400,000  was achieved by February 20, 2004 (see Note 4). Holders of Units are
referred  to  herein as  "Limited  Partners."  The  General  Partner  has a 0.1%
interest in operating  profits and losses,  taxable  income and losses,  in cash
available for  distribution  from the Partnership  and tax credits.  The Limited
Partners will be allocated the remaining  99.9%  interest in proportion to their
respective investments.

After the Limited  Partners  have received  proceeds from a sale or  refinancing
equal to their capital  contributions and their return on investment (as defined
in the  Partnership  Agreement)  and the General  Partner has received  proceeds
equal  to its  capital  contribution  and a  subordinated  disposition  fee  (as
described in Note 3) from the  remainder,  any  additional  sale or  refinancing
proceeds will be distributed 90% to the Limited Partners (in proportion to their
respective investments) and 10% to the General Partner.




                                       7
<PAGE>



                WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   For the Six Months Ended September 30, 2004




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

Description of Business
-----------------------

The  Partnership's  principal  business  objective  is to  provide  its  Limited
Partners with Low-Income Housing Credits.  The Partnership's  principal business
therefore  consists of investing as a limited partner or non-managing  member in
Local  Limited  Partnerships  each of which  owns and  operates  a  multi-family
housing  complex (the  "Housing  Complexes")  which  qualify for the  Low-Income
Housing Credits.  In general,  under Section 42 of the Internal Revenue Code, an
owner of low-income housing can receive the Low-Income Housing Credit to be used
to reduce  Federal  taxes  otherwise due in each year of a ten-year  period.  In
general,  under Section 17058 of the  California  Revenue and Taxation  Code, an
owner of low-income housing can receive the California Low-Income Housing Credit
to be used against  California  taxes  otherwise due in each year of a four-year
period. Each Housing Complex is subject to a fifteen-year compliance period (the
"Compliance  Period"),  and  under  state  law  may  have  to be  maintained  as
low-income housing for 30 or more years.

In general,  in order to avoid  recapture of  Low-Income  Housing  Credits,  the
Partnership  does not  expect  that it will  dispose of its  interests  in Local
Limited Partnerships ("Local Limited Partnership Interests") or approve the sale
by any Local Limited  Partnership of its Housing Complex prior to the end of the
applicable  Compliance  Period.  Because  of  (i)  the  nature  of  the  Housing
Complexes,  (ii) the  difficulty of predicting  the resale market for low-income
housing  15 or more years in the  future,  and (iii) the  ability of  government
lenders to  disapprove  of transfer,  it is not possible at this time to predict
whether the liquidation of the  Partnership's  assets and the disposition of the
proceeds,  if any, in  accordance  with the  Partnership's  Agreement of Limited
Partnership,  as amended "by Supplements thereto" (the "Partnership Agreement"),
will be able to be accomplished  promptly at the end of the 15-year period. If a
Local  Limited  Partnership  is  unable  to  sell  its  Housing  Complex,  it is
anticipated that the local general partner ("Local General Partner") will either
continue to operate such Housing Complex or take such other actions as the Local
General  Partner  believes  to be in the  best  interest  of the  Local  Limited
Partnership.  Notwithstanding the preceding, circumstances beyond the control of
the  General  Partner  or the  Local  General  Partners  may  occur  during  the
Compliance   Period,   which  would  require  the  Partnership  to  approve  the
disposition of a Housing Complex prior to the end thereof, possibly resulting in
recapture of Low-Income Housing Credits.

Risks and Uncertainties
-----------------------

An investment in the  Partnership  and the  Partnership's  investments  in Local
Limited  Partnerships  and their Housing  Complexes are subject to risks.  These
risks may impact the tax benefits of an investment in the  Partnership,  and the
amount of proceeds  available for distribution to the Limited Partners,  if any,
on liquidation of the Partnership's investments. Some of those risks include the
following:

The Low Income  Housing  Credit rules are extremely  complicated.  Noncompliance
with these rules  results in the loss of future Low Income  Housing  Credits and
the fractional  recapture of Low Income Housing  Credits  already taken. In most
cases the annual amount of Low Income Housing Credits that an individual can use
is limited to the tax  liability  due on the  person's  last  $25,000 of taxable
income.  The  Local  Limited  Partnerships  may be  unable  to sell the  Housing
Complexes  at a price  which  would  result in the  Partnership  realizing  cash
distributions or proceeds from the transaction. Accordingly, the Partnership may
be unable to distribute  any cash to its investors.  Low Income Housing  Credits
may be the only benefit from an investment in the Partnership.

The Partnership  will invest in a limited number of Local Limited  Partnerships.
Such  limited  diversity  means that the  results of  operation  of each  single
Housing Complex will have a greater impact on the Partnership. With limited


                                       8
<PAGE>


                WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   For the Six Months Ended September 30, 2004


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

Risks and Uncertainties, continued
----------------------------------

diversity,   poor   performance   of  one  Housing   Complex  could  impair  the
Partnership's ability to satisfy its investment objectives. Each Housing Complex
is subject to mortgage  indebtedness.  If a Local Limited  Partnership failed to
pay its  mortgage,  it  could  lose  its  Housing  Complex  in  foreclosure.  If
foreclosure  were to occur during the first 15 years,  the loss of any remaining
Low Income Housing Credits,  a fractional  recapture of prior Low Income Housing
Credits, and a loss of the Partnership's investment in the Housing Complex would
occur. The Partnership is a limited partner or non-managing member of each Local
Limited Partnership.  Accordingly, the Partnership will have very limited rights
with respect to management of the Local Limited  Partnerships.  The  Partnership
will rely  totally on the Local  General  Partners.  Neither  the  Partnership's
investments in Local Limited  Partnerships,  nor the Local Limited Partnerships'
investments  in Housing  Complexes,  are readily  marketable.  To the extent the
Housing Complexes receive government financing or operating subsidies,  they may
be subject to one or more of the  following  risks:  difficulties  in  obtaining
tenants for the Housing  Complexes;  difficulties  in obtaining rent  increases;
limitations  on cash  distributions;  limitations  on  sales or  refinancing  of
Housing  Complexes;  limitations  on transfers  of  interests  in Local  Limited
Partnerships;  limitations on removal of Local General Partners;  limitations on
subsidy  programs;  and possible  changes in applicable  regulations.  Uninsured
casualties  could result in loss of property and Low Income Housing  Credits and
recapture of Low Income  Housing  Credits  previously  taken.  The value of real
estate is subject  to risks  from  fluctuating  economic  conditions,  including
employment rates, inflation,  tax, environmental,  land use and zoning policies,
supply and demand of similar  properties,  and  neighborhood  conditions,  among
others.

The  ability of Limited  Partners to claim tax losses  from the  Partnership  is
limited.  The IRS may audit the  Partnership or a Local Limited  Partnership and
challenge  the tax  treatment  of tax items.  The  amount of Low Income  Housing
Credits and tax losses  allocable to the  investors  could be reduced if the IRS
were successful in such a challenge.  The  alternative  minimum tax could reduce
tax benefits from an investment  in the  Partnership.  Changes in tax laws could
also impact the tax benefits from an investment  in the  Partnership  and/or the
value of the Housing Complexes.

No trading market for the Units exists or is expected to develop.  Investors may
be unable to sell their Units  except at a discount  and should  consider  their
Units to be a long-term  investment.  Individual investors will have no recourse
if they  disagree  with actions  authorized by a vote of the majority of Limited
Partners.

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

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

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

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


                                       9
<PAGE>


                WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   For the Six Months Ended September 30, 2004


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

Method of Accounting for Investments in Limited Partnerships
------------------------------------------------------------

The Partnership  accounts for its investments in limited  partnerships using the
equity method of  accounting,  whereby the  Partnership  adjusts its  investment
balance for its share of the Local Limited  Partnerships'  results of operations
and for any  contributions  made and  distributions  received.  The  Partnership
reviews the  carrying  amount of an  individual  investment  in a Local  Limited
Partnership for possible  impairment whenever events or changes in circumstances
indicate that the carrying  amount of such  investment  may not be  recoverable.
Recoverability  of such investment is measured by the estimated value derived by
management,  generally  consisting  of  the  product  of  the  remaining  future
Low-Income  Housing Credits estimated to be allocable to the Partnership and the
estimated  residual value to the Partnership.  If an investment is considered to
be impaired, the Partnership reduces the carrying value of its investment in any
such Local Limited  Partnership and includes such reduction in equity in loss of
limited partnerships. The accounting policies of the Local Limited Partnerships,
generally,  are expected to be consistent with those of the  Partnership.  Costs
incurred by the Partnership in acquiring the investments are capitalized as part
of the investment account and are being amortized over 30 years (Notes 2 and 3).

Equity in losses of limited partnerships for each year and period ended March 31
will be recorded  by the  Partnership  based on nine months of reported  results
provided by the Local Limited  Partnerships  for each year ended December 31 and
on  three  months  of  results  estimated  by  management  of  the  Partnership.
Management's  estimate for the three-month period will be based on either actual
unaudited  results  reported by the Local  Limited  Partnerships  or  historical
trends in the operations of the Local Limited  Partnerships.  In instances where
acquisitions  of limited  partnership  interest  are  acquired  during the year,
equity in losses of these limited  partnerships  are been based on either actual
unaudited  results  reported by the Local  Limited  Partnerships  or  historical
trends in the  operations  of the Local Limited  Partnerships.  Equity in losses
from the Local Limited  Partnerships  allocated to the  Partnership  will not be
recognized to the extent that the  investment  balance  would be adjusted  below
zero.  As soon as the  investment  balance  reaches  zero,  amortization  of the
related  costs of acquiring  the  investment  are  accelerated  to the extent of
losses available.  If the Local Limited Partnerships report net income in future
years,  the  Partnership  will resume  applying the equity method only after its
share of such net income  equals the share of net losses not  recognized  during
the period(s) the equity method was suspended.

Use of Estimates
----------------

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

Offering and Organization Expenses
----------------------------------

Offering  expenses consist of underwriting  commissions,  legal fees,  printing,
filing and recordation fees, and other costs incurred in connection with selling
limited  partnership  interests  in the  Partnership.  The  General  Partner  is
obligated to pay all offering and organization costs in excess of 13% (excluding
sales  commissions  and the dealer manager fee) of the total offering  proceeds.
Offering expenses are reflected as a reduction of partners' capital.

Organization costs are expensed as incurred by the Partnership.


                                       10
<PAGE>


                WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11
                       (A California Limited Partnership)

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  For the Six Months Ended September 30, 2004


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

Cash and Cash Equivalents
-------------------------

The Partnership considers all highly liquid investments with original maturities
of three months or less when purchased to be cash  equivalents.  As of September
30, 2004, the  Partnership  had no cash  equivalents.  The  Partnership  has not
experience any losses in such accounts.

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

At September  30, 2004,  the  Partnership  maintained  cash  balances at certain
financial   institutions  in  excess  of  the  federally  insured  maximum.  The
Partnership  believes it is not  exposed to any  significant  financial  risk on
cash.

Net Income Loss Per Limited Partner Unit
----------------------------------------

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

Income Taxes
------------

No provision  for income taxes has been recorded in the  accompanying  financial
statements  as any  liability  and/or  benefits  for income  taxes  flows to the
partners of the Partnership and is their obligation  and/or benefit.  For income
tax purposes the Partnership reports on a calendar year basis.

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

In January 2003, the FASB issued Interpretation No. 46 ("FIN46"), "Consolidation
of  Variable  Interest  Entities."  FIN 46  provides  guidance on when a company
should include the assets,  liabilities,  and activities of a variable  interest
entity  ("VIE")  in  its  financial  statements  and  when  it  should  disclose
information  about its relationship  with a VIE. A VIE is a legal structure used
to conduct activities or hold assets, which must be consolidated by a company if
it is the primary  beneficiary  because it absorbs the  majority of the entity's
expected losses, the majority of the expected returns, or both.

In  December  2003,  the FASB issued a revision of FIN 46 ("FIN 46R") to clarify
some of its provisions.  The revision results in multiple  effective dates based
on the  nature  as well as the  creation  date of the VIE.  VIEs  created  after
January 31,  2003,  but prior to January 1, 2004,  may be  accounted  for either
based on the original interpretations or the revised  interpretations.  However,
all VIEs must be accounted for under the revised interpretations as of March 31,
2004, when FIN 46R is effective for the Partnership.

This  Interpretation  would require  consolidation by the Partnership of certain
Local Limited  Partnerships' assets and liabilities and results of operations if
the Partnership determined that the Local Limited Partnership was a VIE and that
the  Partnership  was  the  "Primary  Beneficiary".  Minority  interests  may be
recorded for the Local Limited  Partnerships'  ownership  share  attributable to
other  investors.  Where  consolidation  of Local  Limited  Partnerships  is not
required,   additional  financial  information   disclosures  of  Local  Limited
Partnerships  may be  required.  The  Partnership  has  assessed  the  potential
consolidation effects of the Interpretation and preliminarily concluded that the
adoption of the Interpretation  will not have a material impact on the financial
statements of the Partnerships.


                                       11
<PAGE>

                WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11
                       (A California Limited Partnership)

                  NOTES TO FINANCIAL STATEMENTS - CONTINUED

                 For the Six Months Ended September 30, 2004



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

On June 9, 2004, the Partnership acquired limited partnership interests in three
Local Limited Partnerships, each of which owns one Housing Complex consisting of
an aggregate of 167 apartment units. As of September 30, 2004, the three Housing
Complexes  are  operating  with  rehabilitation  occurring  around the  existing
tenants.  The  respective  general  partners of the Local  Limited  Partnerships
manage the  day-to-day  operations  of the entities.  Significant  Local Limited
Partnership  business  decisions  require  approval  from the  Partnership.  The
Partnership, as a limited partner, is generally entitled to 99.98%, as specified
in the Local  Limited  Partnership  agreements,  of the  operating  profits  and
losses,  taxable  income  and  losses  and  tax  credits  of the  Local  Limited
Partnerships.

Equity in losses of limited  partnerships  for the quarter  ended  September 30,
2004 has been based on either  actual  unaudited  results  reported by the Local
Limited Partnerships or historical trends in the operations of the Local Limited
Partnerships.  Equity in losses of the Local Limited  Partnerships is recognized
in the financial statements until the related investment account is reduced to a
zero balance.  Losses  incurred after the investment  account is reduced to zero
are not  recognized.  If the Local  Limited  Partnerships  report  net income in
future years,  the Partnership will resume applying the equity method only after
its share of such net  income  equals  the share of net  losses  not  recognized
during the period(s) the equity method was suspended.

Distributions  received by limited  partners are accounted for as a reduction of
the investment balance.  Distributions received after the investment has reached
zero are recognized as income. As of September 30, 2004, no investment  accounts
in Local Limited Partnerships had reached a zero balance.

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

                                                                       September 30, 2004        March 31, 2004
                                                                       -------------------   ----------------------

<S>                                                                  <C>                <C>
Investments in limited partnerships, beginning of period             $              -       $           -
Capital contributions paid, net                                             1,025,871                   -
Capital contributions payable                                               5,194,819                   -
Equity in losses of limited partnerships                                      (37,217)                  -
Capitalized acquisition fees and costs                                        746,082                   -
Amortization of capitalized acquisition fees and costs                         (9,160)                  -
                                                                       -------------------    ----------------------

Investments in limited partnerships, end of period                   $      6,920,395       $           -
                                                                       ===================    ======================
</TABLE>


                                       12
<PAGE>



                WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   For the Six Months Ended September 30, 2004
<TABLE>
<CAPTION>


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

Selected unaudited financial  information for the six months ended September 30,
2004 from the combined financial statements of the Local Limited Partnerships in
which the Partnership has invested is as follows:

                   COMBINED CONDENSED STATEMENT OF OPERATIONS
                   ------------------------------------------



<S>                                                                              <C>
             Revenues                                                            $    217,000
                                                                                 --------------
             Expenses:
               Interest expense                                                        39,000
               Depreciation and amortization                                           48,000
               Operating expenses                                                     167,000
                                                                                 --------------
             Total expenses                                                           254,000
                                                                                 --------------

             Net loss                                                            $    (37,000)
                                                                                 ==============

             Net loss allocable to the Partnership                               $    (37,000)
                                                                                 ==============

             Net loss recorded by the Partnership                                $    (37,000)
                                                                                 ==============
</TABLE>


NOTE 3 - RELATED PARTY TRANSACTIONS
-----------------------------------

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

Acquisition  fees  of 7% of the  gross  proceeds  from  the  sale  of  Units  as
compensation  for services  rendered in connection with the acquisition of Local
Limited  Partnerships.  As of  September  30,  2004  and  March  31,  2004,  the
Partnership incurred acquisition fees of $922,530 and $276,780, respectively. As
of  September  30, 2004 and March 31,  2004,  $341,932 and $276,468 of which are
included  in  prepaid   acquisition  fees  and  costs  and  $580,598  and  $312,
respectively,  was included in investment in limited  partnerships.  Accumulated
amortization of this  capitalized  cost was $7,436 and $312, as of September 30,
2004 and March 31, 2004, respectively.

Acquisition  costs  of 2% of the  gross  proceeds  from  the  sale of Units as a
non-accountable  expense  reimbursement  in connection  with the  acquisition of
Local Limited  Partnerships.  As of September  30, 2004 and March 31, 2004,  the
Partnership incurred acquisition costs of $263,580 and $79,080, respectively. As
of September  30, 2004 and March 31, 2004,  $97,695 and $78,991 were included in
prepaid  acquisition  fees and costs and  $165,885 and $89,  respectively,  were
included in investment in limited partnerships. Accumulated amortization of this
capitalized cost was $2,125 and $89 as of September 30, 2004 and March 31, 2004,
respectively.

Selling  commissions  of 7% of the gross  proceeds from the sale of the Units is
payable to WNC Capital  Corp.  As of  September  30, 2004 and March 31, 2004 the
Partnership incurred selling commissions of $912,520 and $274,890, respectively.



                                       13
<PAGE>



                WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11
                       (A California Limited Partnership)

                     NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   For the Six Months Ended September 30, 2004


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

A   non-accountable   organization   and  offering  and   underwriting   expense
reimbursement,  collectively  equal to 4% of the gross proceeds from the sale of
the Units,  a dealer manager fee equal to 2% of the gross proceeds from the sale
of the Units, and reimbursement for retail selling  commissions  advanced by the
General Partner or affiliates on behalf of the Partnership.  As of September 30,
2004 and March 31, 2004, the Partnership incurred  non-accountable  organization
and offering and underwriting expense  reimbursement costs totaling $527,160 and
$158,160,  respectively;  dealer  manager  fees  totaling  $263,580 and $79,080,
respectively.  All other organizational and offering expenses,  inclusive of the
non-accountable    organization   and   offering   and   underwriting    expense
reimbursement,  and  dealer  manager  fees,  are not to exceed  13% of the gross
proceeds from the sale of the Units.

An  annual  asset  management  fee not to  exceed  0.5% of the  invested  assets
(defined  as  the  sum  of  the   Partnership's   investment  in  Local  Limited
Partnerships,  plus the  revenues of the  Partnership  of up to 5% of gross Unit
sales  proceeds,  and the  Partnership's  allocable  share of the  amount of the
mortgage  loans on, and other debts  related to, the Housing  Complexes)  of the
Local Limited  Partnerships.  Management  fee of $12,154 was incurred in the six
months ended September 30, 2004. The Partnership paid the General Partner or its
affiliates $0 of these fees during the six months ended September 30, 2004.

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  Agreement) and
is payable only if the General Partner or its affiliates  render services in the
sales effort.  No  disposition  fees have been incurred  during the period ended
September 30, 2004.

The accrued fees and expenses due to General  Partner and affiliates  consist of
the following at September 30, 2004 and March 31, 2004.
<TABLE>
<CAPTION>

                                                                           September 30, 2004         March 31, 2004
                                                                           --------------------     -----------------

<S>                                                                      <C>                        <C>
Acquisition fees payable                                                 $               66,640     $          52,570
Acquisition expenses payable                                                             19,040                15,020
Organizational and offering costs payable                                                57,120                45,060
Commissions payable                                                                      83,800                78,400
Asset management fee payable                                                             12,154                     -
Reimbursements for expenses paid by the
 General Partner or an affiliate                                                          5,625                   800
                                                                          ----------------------     -----------------

                                                                         $              244,379     $         191,850
                                                                          ======================     =================
</TABLE>

NOTE 4 - PAYABLES TO LIMITED PARTNERSHIPS
-----------------------------------------

Payables to limited partnerships amounting to $5,194,819 and $0 at September 30,
2004 and March 31,  2004,  respectively,  represents  amounts,  which are due at
various  times  based  on  conditions   specified  in  the  respective   limited
partnership agreements.  These contributions are payable in installments and are
generally due upon the limited  partnerships  achieving certain  development and
operating  benchmarks  (generally within two years of the Partnership's  initial
investment).



                                       14
<PAGE>


                WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 11
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                   For the Six Months Ended September 30, 2004



NOTE 5 - INCOME TAXES
---------------------

No provision  for income taxes will be recorded in the  financial  statements as
any  liability  and/or  benefit for income  taxes  flows to the  partners of the
Partnership and is their obligation and/or benefit.  For income tax purposes the
Partnership reports on a calendar year basis.

NOTE 6 - AMOUNTS DUE FROM DEALERS AND NOTES RECEIVABLE
------------------------------------------------------

As of September 30, 2004, the Partnership had received  subscriptions for 13,209
units which included  amounts due from dealers totaling  $876,375,  of which all
receivable amounts due from the dealers were collected after September 30, 2004.
Limited  partners who subscribed  for ten or more units of limited  partnerships
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 payable,
together with interest at a rate equal to the three month  treasury bill rate as
of the date of execution  of the  promissory  note,  due no later than 13 months
after the subscription date.

NOTE 7 - LOANS RECEIVABLE
-------------------------

Loans receivable  represents  amounts loaned by the Partnership to certain Local
Limited  Partnerships  in which the  Partnership  may  invest.  These  loans are
generally applied against the first capital  contribution due if the Partnership
ultimately invests in such entities.  In the event that the Partnership does not
invest in such  entities,  the loans are to be repaid  with  interest at a rate,
which is equal to the rate charged to the holder.  At September 30, 2004,  loans
receivable of $175,000 were due from one Local Limited  Partnership in which the
Partnership had not acquired a limited partnership interest.


NOTE 8 - SUBSEQUENT EVENT (UNAUDITED)
-------------------------------------

From October 1, 2004 to November 9, 2004, the Partnership received subscriptions
for an additional 2,419 units, an equity of $2,411,475, net of $7,525 discounts,
of which it has received  $2,188,200 in cash,  $188,275 in notes  receivable and
subscriptions receivable of $35,000.



                                       15
<PAGE>



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

Forward Looking Statements

With  the  exception  of  the  discussion  regarding   historical   information,
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations"  and other  discussions  elsewhere in this Form 10-Q contain forward
looking statements. Such statements are based on current expectations subject to
uncertainties  and other  factors which may involve known and unknown risks that
could  cause  actual  results  of  operations  to differ  materially  from those
projected or implied. Further, certain forward-looking statements are based upon
assumptions about future events which may not prove to be accurate.

Risks and uncertainties  inherent in forward looking statements include, but are
not  limited  to,  our  future  cash  flows and  ability  to  obtain  sufficient
financing, level of operating expenses, conditions in the low-income housing tax
credit property market and the economy in general, as well as legal proceedings.
Historical  results are not necessarily  indicative of the operating results for
any future period.

Subsequent  written and oral forward  looking  statements  attributable to us or
persons  acting on our behalf  are  expressly  qualified  in their  entirety  by
cautionary  statements  in this Form 10-Q and in other reports we filed with the
Securities and Exchange Commission.

The following  discussion and analysis  should be read in  conjunction  with the
Financial Statements and the Notes thereto included elsewhere in this filing.

Critical Accounting Policies and Certain Risks and Uncertainties

The  Partnership  believes  that the  following  discussion  addresses  its most
significant  accounting  policies,  which are the most  critical to aid in fully
understanding and evaluating the Partnership's  reported financial results,  and
certain of the Partnership's risks and uncertainties.

Use of Estimates

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

Financial Condition

The Partnership's assets at September 30, 2004 consisted primarily of $8,069,000
in cash,  $175,000 in loans  receivable,  amounts due from  dealers of $876,000,
prepaid acquisition fees and costs of $440,000, and aggregate investments in six
Local Limited  Partnerships  of  $6,920,000.  Liabilities  at September 30, 2004
primarily  consisted  of  $5,195,000  in  capital  contributions  due to limited
partnerships  and  $244,000  in  accrued  fees  due to the  General  Partner  or
affiliates.

Results of Operations

The Partnership commenced operations on January 5, 2004 and had no operations to
report  for June 30,  2003.  As a result,  there are no  comparative  results of
operations or financial condition from prior periods to report.

The  Partnership's  net loss for the three months ended  September  30, 2004 was
$(68,000).  The net loss is due to loss from  operations of $(34,000) and equity
in losses from limited  partnerships of $(34,000).  The partnership's  operating
expenses  consisted of amortization,  asset management fees, and other operating
expenses, offset by interest income.


                                       16
<PAGE>

The  Partnership's  net loss for the six months  ended  September  30,  2004 was
$(102,000).  The net loss is due to loss from operations of $(65,000) and equity
in losses from limited  partnerships of $(37,000).  The partnership's  operating
expenses  consisted of amortization,  asset management fees, and other operating
expenses, offset by interest income.

Cash Flows

Net  increase  in cash  during  the six  months  ended  September  30,  2004 was
$5,587,000. Net cash flows used in investing activities was $(2,031,000) for the
six month period  ended  September  30,  2004.  Net cash flows used in investing
activity   consisted  of   $(1,026,000)   for   investments   in  local  limited
partnerships,  $(746,000) for capitalized  acquisition fees and costs, $(84,000)
for prepaid  acquisition fees and costs to the general partner and $(175,000) in
loans  advanced  to a local  limited  partnership.  Net cash flows  provided  by
financing  activities  of $7,624,000  during the six months ended  September 30,
2004,  consisted of net sales of limited  partnership  units of $8,787,000  less
offering  expenses of  $(1,164,000).

It is not expected that any of the local limited partnerships will generate cash
from  operations  sufficient  to  provide  distributions  to  investors  in  any
significant  amount.  Cash from operations,  if any, would first be used to meet
operating  expenses of the  Partnerships.  Operating  expenses include the asset
management fee.

Investments  in local  limited  partnerships  are not readily  marketable.  Such
investments 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, WNC & Associates, Inc. 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 capital needs and resources of the Partnership 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'  capital  needs and  resources are expected to be
relatively stable.

Item 3. Quantitative and Qualitative Disclosures Above Market Risks

        Not Applicable

Item 4. Controls and Procedures

As of the end of the period covered by this report,  the  Partnership's  General
Partner, under the supervision and with the participation of the Chief Executive
Officer and Chief Financial  Officer of Associates  carried out an evaluation of
the effectiveness of the Fund's "disclosure  controls and procedures" as defined
in  Securities  Exchange  Act of 1934  Rule  13a-15  and  15d-15.  Based on that
evaluation,  the Chief Executive  Officer and Principal  Financial  Officer have
concluded  that  as of  the  end of the  period  covered  by  this  report,  the
Partnership's  disclosure controls and procedures were adequate and effective in
timely  alerting  them  to  material  information  relating  to the  Partnership
required to be included in the Partnership's periodic SEC filings.

Changes  in  internal  controls.  There  were no  changes  in the  Partnership's
internal control over financial reporting that occurred during the quarter ended
September  30,  2004  that  materially  affected,  or are  reasonably  likely to
materially affect, the Partnership's internal control over financial reporting.







                                       17
<PAGE>


Part II.  Other Information

Item 1.   Legal Proceedings

          NONE

Item 2.   Changes in Securities and Use of Proceeds

(a)-(e)    NONE

(f)      Use of Proceeds

         (1)   The effective date of the Securities Act  registration  statement
               is January 5, 2004 for WNC  Housing  Tax  Credit  Fund VI,  L.P.,
               Series 11 and Series 12.

         (2)   WNC Housing Tax Credit Fund VI,  L.P.,  Series 11  commenced  its
               offering  on January 5, 2004.  WNC  Housing  Tax Credit  Fund VI,
               L.P.,  Series 12 commenced its offering after  September 30, 2004
               and prior to the issuance of these financial statements.

          (3)  Inapplicable

          (4)  (i)  Neither offering was terminated as of September 30, 2004.

               (ii) The  dealer   manager  for  each  offering  is  WNC  Capital
                    Corporation, an affiliate of the general partner.

               (iii)The  title of the  class of  securities  registered  by each
                    Series is Units of Limited Partnership Interest.

               (iv) WNC Housing Tax Credit  Fund VI L.P.,  Series 11  registered
                    25,000 Units at an  aggregate  price of  $25,000,000.  As of
                    September  30,  2004  13,209  Units  were  sold by Series 11
                    aggregating  $13,195,480.  WNC  Housing  Tax Credit Fund VI,
                    L.P.,  Series 12  registered  25,000  Units at an  aggregate
                    price of $25,000,000.  As of September 30, 2004 no Units had
                    been sold as the offering had not commenced as of that date.

               (v)  As of  September  30,  2004 WNC  Housing Tax Credit Fund VI,
                    L.P.,  Series 11 has incurred  $912,520  for retail  selling
                    commissions to unaffiliated persons,  dealer manager fees to
                    the  dealer  manager  of  $263,580  and  a   non-accountable
                    organization  and offering expense of $527,160 to the dealer
                    manager. WNC Housing Tax Credit Fund VI, L.P., Series 12 has
                    incurred no expenses as of September 30, 2004.

               (vi) The net offering  proceeds to Series 11after all expenses as
                    stated  above in (f) (4) (v) totals  $11,502,230.  Series 12
                    has no offering proceeds as of September 30, 2004.

               (vii)
                    (A)  Series  11: An  acquisition  expense  allowance  in the
                    amount of 2% of the gross proceeds from the sale of Units as
                    full  reimbursement of costs incurred was paid or accrued to
                    the  General  Partner  in  the  amount  of  $263,580  as  of
                    September  30,  2004.  Acquisition  fees of 7% of the  gross
                    proceeds from the sale of Units as compensation for services
                    rendered in connection with the acquisition of Local Limited
                    Partnerships  incurred  was paid or accrued  to the  General
                    Partner in the amount of $263,580 as of September  30, 2004.

                    Series  12:  Inapplicable

                    (B) Of the net proceeds of $11,502,230  after payment of the
                    foregoing,  $6,220,690  was  used or has been  committed  to
                    acquire  Local  Limited  Partnership   Interests  (including
                    amounts  paid for  interest  on  warehouse  financing),  and
                    $5,281,540 is held in reserves.

               (viii)Inapplicable

Item 3.   Defaults Upon Senior Securities

          NONE

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

          NONE

Item 5.   Other Information


          NONE

                                    18
<PAGE>


Item 6.   Exhibits

31.1      Certification  of the  Principal  Executive  Officer  pursuant to Rule
          13a-15(e)  and  15d-15(e),  as adopted  pursuant to section 302 of the
          Sarbanes-Oxley Act of 2002. (filed herewith)

31.2      Certification  of the  Principal  Financial  Officer  pursuant to Rule
          13a-15(e)  and  15d-15(e),  as adopted  pursuant to section 302 of the
          Sarbanes-Oxley Act of 2002. (filed herewith)

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

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



                                       19
<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 12
-----------------------------------------------
(Registrant)

By:   WNC & Associates, Inc., General Partner



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


Date:  November 19, 2004



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

Date:  November 19, 2004




                                       20