FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   (Mark One)

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

                    For the fiscal year ended March 31, 2000

                                       OR

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

             For the transition period from __________ to __________

                         Commission file number: 0-21895


                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3

California                                                           33-6163848
(State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                               Identification No.)


              3158 Redhill Avenue, Suite 120, Costa Mesa, CA 92626

                                 (714) 662-5565

               Securities registered pursuant to Section 12(b) of
                                    the Act:

                                      NONE

               Securities registered pursuant to section 12(g) of
                                    the Act:

                      UNITS OF LIMITED PARTNERSHIP INTEREST

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 if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. x


<PAGE>


State the aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant.

                                  INAPPLICABLE


                       DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K  (e.g.,  Part I, Part II,  etc.)  into  which the  document  is
incorporated:  (1) Any  annual  report  to  security  holders;  (2) Any proxy or
information  statement;  and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the  Securities Act of 1933.  The listed  documents  should be clearly
described for identification  purposes (e.g.,  annual report to security holders
for fiscal year ended December 24, 1980).

                                      NONE








                                       2

<PAGE>
PART I.

Item 1.  Business

Organization

WNC  Housing  Tax  Credit  Fund  V,  L.P.,  Series  3 ("the  Partnership")  is a
California Limited  Partnership formed under the laws of the State of California
on March 28, 1995, and commenced operations on October 24, 1995. The Partnership
was  formed  to  acquire   limited   partnership   interests  in  other  limited
partnerships or limited liability companies ("Local Limited Partnerships") which
own  multifamily  apartment  complexes that are eligible for low-income  housing
federal  and, in some  cases,  California  income tax  credits  (the "Low Income
Housing Credit").

The general partner of the  Partnership is WNC & Associates,  Inc. (the "General
Partner" or "Associates").  Wilfred N. Cooper, Sr., through the Cooper Revocable
Trust,  owns 66.8% of the outstanding stock of Associates.  John B. Lester,  Jr.
was the original limited partner of the Partnership and owns, through the Lester
Family Trust,  28.6% of the outstanding stock of Associates.  Wilfred N. Cooper,
Jr., President of Associates,  owns 2.1% of the outstanding stock of Associates.
The  business of the  Partnership  is  conducted  primarily  through the General
Partner as the Partnership has no employees of its own.

Pursuant to a  registration  statement  filed with the  Securities  and Exchange
Commission  on July 26, 1995,  the  Partnership  commenced a public  offering of
25,000 Units of Limited Partnership  Interest ("Units") at a price of $1,000 per
Unit. As of the close of the public offering, January 21, 1996 a total of 18,000
Limited Partnership Interests representing $17,558,985 had been sold.

Sempra Energy Financial, a California corporation,  which is not an affiliate of
the Partnership or General Partner,  has purchased 4,560 Units, which represents
25.3% of the Units  outstanding  for the  Partnership.  Sempra Energy  Financial
invested  $4,282,600.  A  discount  of  $277,400  was  allowed  due to a  volume
discount.  Western  Financial  Savings  Bank,  which is not an  affiliate of the
Partnership or General Partner,  has purchased 1,068 units, which represent 5.9%
of the Units  outstanding for the Partnership.  Western  Financial  Savings Bank
invested $1,000,000. A discount of $68,000 was allowed due to a volume discount.
See Item 12(a) in this 10-K.

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 will own and operate a  multi-family
housing  complex (the "Housing  Complex")  which will qualify for the Low Income
Housing Credit.  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 Low Income Housing Credit to be used
against  California taxes otherwise due in each year of a four-year period.  The
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

                                       3

<PAGE>
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.

As of March 31, 2000,  the  Partnership  had invested in eighteen  Local Limited
Partnerships.  Each of these Local Limited  Partnerships  owns a Housing Complex
that is eligible  for the  federal  Low Income  Housing  Credit.  Certain  Local
Limited Partnerships may also benefit from government programs promoting low- or
moderate-income housing.

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

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

As a limited partner or non-managing  member,  the  Partnership's  liability for
obligations of each Local Limited Partnership is limited to its investment.  The
Local General Partners of each Local Limited  Partnership retain  responsibility
for developing,  constructing,  maintaining,  operating and managing the Housing
Complexes.

Item 2.  Properties

Through its investments in Local Limited  Partnerships,  the  Partnership  holds
limited  partnership  interests in the Housing  Complexes.  The following  table
reflects  the status of the eighteen  Housing  Complexes as of the dates and for
the periods indicated:

                                       4

<PAGE>
<TABLE>
<CAPTION>
                                                           -------------------------------  ----------------------------------------
                                                                As of March 31, 2000                  As of December 31, 1998
                                                           -------------------------------  ----------------------------------------
                                                           Partnership's                                    Estimated   Encumbrances
                                                           Total Investment  Amount of                      Low Income  of Local
                                                           in Local Limited  Investment    Number    Occu-  Housing     Limited
Partnership Name       Location      General Partner Name  Partnerships      Paid to Date  of Units  pancy  Credits     Partnerships
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>           <C>              <C>     <C>  <C>           <C>
Alliance Apartments I  Alliance,     Retro Development, Inc.  $     604,000 $    604,000     19      100% $    363,000  $    601,000
Limited Partnership    Nebraska

Blessed Rock of El     El Monte,     Everland, Inc.               2,511,000    2,511,000    137       99%    8,899,000     2,678,000
Monte                  California

Broadway Apartments,   Hobbs, New    Trianon - Broadway, LLC,
Limited Partnership    Mexico        a New Mexico Limited
                                     Liability Company            2,029,000    1,957,000     78       71%    2,335,000     1,391,000

Cascade Pines, L.P.    Atlanta,      Urban Residential
II                     Georgia       Management, Inc., a Georgia
                                     Corporation                  1,347,000    1,347,000    376       89%    2,533,000     7,898,000

Curtis Associates I,   Curtis,       Joseph A. Shepard and
L.P.                   Nebraska      Kenneth M. Vitor                88,000       88,000     12       83%      156,000       426,000

Escatawpa Village      Escatawpa,    Clifford E. Olsen              249,000      249,000     32       97%      458,000       895,000
Associates, Limited    Mississippi
Partnership

Evergreen Apartments   Tulsa,        Retro Development, Inc. of
I Limited Partnership  Oklahoma      Oklahoma and Most Worshipful
                                     Prince Hall Grand Lodge        549,000      549,000     76       51%      991,000       637,000

Hastings Apartments    Hastings,     Retro Development, Inc. of
I, Limited Partnership Nebraska      Oklahoma and Most Worshipful
                                     Prince Hall Grand Lodge        542,000      542,000     18       94%    1,005,000       588,000

Heritage Apartments    Berkeley,     Joseph A. Shepard and
I, L.P.                Missouri      Kenneth M. Vitor               752,000      752,000     30       97%    1,333,000       680,000

Hillcrest Associates,  Ontario,      Riley J. Hill                  354,000      354,000     28      100%      683,000     1,298,000
A Limited Partnership  Oregon
</TABLE>
                                       5
<PAGE>

<TABLE>
<CAPTION>
                                                           -------------------------------  ----------------------------------------
                                                                As of March 31, 2000                  As of December 31, 1998
                                                           -------------------------------  ----------------------------------------
                                                           Partnership's                                    Estimated   Encumbrances
                                                           Total Investment  Amount of                      Low Income  of Local
                                                           in Local Limited  Investment    Number    Occu-  Housing     Limited
Partnership Name       Location      General Partner Name  Partnerships      Paid to Date  of Units  pancy  Credits     Partnerships
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>           <C>              <C>      <C> <C>           <C>
Patten Towers, L.P. II Chattanooga,  Patten Towers Partners,
                       Tennessee     LLC                          2,154,000    2,154,000    221       97%    3,938,000     6,945,000

Prairieland            Syracuse,     Kenneth M. Vitor                85,000       85,000      8      100%      152,000       294,000
Properties of          Kansas
Syracuse II, L.P.

Raymond S. King        Greensboro,   Project Homestead, Inc.        437,000      437,000     23      100%      883,000       782,000
Apartments Limited     North
Partnership            Carolina

Rosedale Limited       Silver City,  Deke Noftsker and ABO
Partnership            New Mexico    Corporation                    309,000      309,000     32       94%      547,000     1,321,000

Shepherd South         Shepherd,     Donald W. Sowell               121,000      121,000     24       75%      223,000       561,000
Apartments I, Ltd.     Texas

Solomon Associates I,  Solomon,      Joseph A. Shepard and
L.P.                   Kansas        Kenneth M. Vitor               138,000      138,000     16       81%      250,000       567,000

Talladega County       Talladega,    Apartment Developers, Inc.
Housing Ltd.           Alabama       and Thomas H. Cooksey          653,000      653,000     30      100%    1,200,000       804,000

The Willows            Morganton,    John C. Loving, Gordon D.
Apartments Limited     North         Brown, Jr. and
Partnership            Carolina      Western N.C.
                                     Housing Partnership            841,000      841,000     36       97%    1,545,000     1,112,000
                                                                 ----------   ----------  -----      ----   ----------    ----------
                                                               $ 13,763,000 $ 13,691,000  1,196     89.7% $ 27,494,000  $ 29,478,000
                                                                 ==========   ==========  =====      ====   ==========    ==========

</TABLE>
                                       6
<PAGE>
<TABLE>
<CAPTION>
                                    -------------------------------------------------------------------------------
                                                         For the year ended December 31, 1999
                                    -------------------------------------------------------------------------------
                                                                                           Low Income Housing
                                                                                           Credits Allocated to
Partnership Name                           Rental Income               Net Loss            Partnership
-------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                   <C>                              <C>
Alliance Apartments I Limited
Partnership                               $       77,000        $       (52,000)                    99%

Blessed Rock of El Monte                         660,000                (80,000)                 49.49%

Broadway Apartments, Limited
Partnership                                      221,000               (178,000)                    99%

Cascade Pines, L.P. II                         1,785,000               (280,000)                    98%

Curtis Associates I, L.P.                         35,000                (15,000)                    99%

Escatawpa Village Associates,
Limited Partnership                              120,000                (25,000)                    99%

Evergreen Apartments I Limited
Partnership                                      194,000               (218,000)                    99%

Hastings Apartments I, Limited
Partnership                                       71,000                (49,000)                    99%

Heritage Apartments I, L.P.                       99,000                (56,000)                  98.9%

Hillcrest Associates, A Limited
Partnership                                      191,000                 (5,000)                    99%

Patten Towers, L.P. II                         1,489,000                (37,000)                    99%

Prairieland Properties of Syracuse
II, L.P.                                          53,000                 (6,000)                    99%

Raymond S. King Apartments Limited
Partnership                                       58,000                (37,000)                    99%

Rosedale Limited Partnership                     138,000                (39,000)                    99%

Shepherd South Apartments I, Ltd.                 79,000                  4,000                     99%

Solomon Associates I, L.P.                        90,000                (22,000)                    99%

Talladega County Housing Ltd.                     86,000                (43,000)                    99%

The Willows Apartments Limited
Partnership                                      120,000                (20,000)                    99%
                                             -----------            -----------
                                         $     5,566,000       $     (1,084,000)
                                             ===========            ===========
</TABLE>
                                       7

<PAGE>
Item 3.  Legal Proceedings

During the year, Associates identified a potential problem with a developer who,
at the time,  was the local general  partner in six Local Limited  Partnerships.
The  Partnership  has a 99% limited  partnership  interest in three of those six
Local  Limited  Partnerships.  Those  investments  are  Alliance  Apartments  I,
Evergreen Apartments I and Hastings Apartments I. All the properties continue to
experience  operating  deficits.  The local general  partner  ceased funding the
operating deficits,  which placed the Local Limited  Partnerships in jeopardy of
foreclosure.  Consequently, Associates voted to remove the local general partner
and the management company from the Local Limited Partnerships.  After the local
general  partner  contested its removal,  Associates  commenced  legal action on
behalf  of the  Local  Limited  Partnerships  and was  successful  in  getting a
receiver appointed to manage the Local Limited  Partnerships and an unaffiliated
entity appointed as property manager.  Associates was subsequently successful in
attaining  a summary  judgment  to  confirm  the  removal  of the local  general
partner,  the receiver was discharged and Associates now controls all six of the
Local Limited Partnerships.

The six Local Limited Partnerships (hereinafter referred to as "Defendants") are
now defendants in a separate lawsuit.  The lawsuit has been filed by eight other
partnerships   in  which  the  local  general   partner  of  the  Local  Limited
Partnerships is or was involved (the  "Plaintiffs").  The Plaintiffs allege that
the local general  partner  accepted  funds from the  Plaintiffs  and improperly
loaned these funds to the  Defendants.  Discovery in this lawsuit is ongoing and
Associates  will  continue  to pursue  an  aggressive  defense  on behalf of the
Defendants.

The Partnership has a 99% limited partnership  investment in Cascade Pines, L.P.
II ("Cascade"). Cascade is a defendant in a wrongful death lawsuit and a related
injury  lawsuit.  Cascade  carries  general  liability  and  extended  liability
insurance.  Discovery  for these  lawsuits is  ongoing,  but the  management  of
Cascade and  Associates are unable to determine the outcome of these lawsuits at
this time or their impact,  if any, on the Partnership's  financial  statements.
Should Cascade be unsuccessful  in its defense and the insurer denies  coverage,
which they have indicated that they might,  or the insurance  coverage proves to
be  inadequate,  the  Partnership  may be required to sell its investment or may
otherwise lose its investment in Cascade.  Loss of the Cascade  investment could
result in recapture of tax credits and certain prior tax deductions.

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

NONE.

PART II.

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

Item 5a.

(a)  The  Units  are not  traded on a public  exchange  but were sold  through a
     public offering.  It is not anticipated that any public market will develop
     for the  purchase  and  sale of any  Unit and  none  exists.  Units  can be
     assigned  only if certain  requirements  in the  Partnership  Agreement are
     satisfied.

(b)  At March 31, 2000, there were 863 Limited Partners.

(c)  The Partnership was not designed to provide cash  distributions  to Limited
     Partners in  circumstances  other than  refinancing  or  disposition of its
     investments in Local Limited Partnerships.

(d)  No unregistered  securities  were sold by the  Partnership  during the year
     ended March 31, 2000.

Item 5b.

NOT APPLICABLE

                                       8

<PAGE>
Item 6.  Selected Financial Data

Selected balance sheet information for the Partnership is as follows:
<TABLE>
<CAPTION>
                                         March 31                                December 31
                                 -------------------------   -----------------------------------------------------
                                   2000           1999          1998          1997          1996          1995
                                ----------    -----------   -----------   -----------   -----------   -----------
<S>                            <C>           <C>           <C>           <C>           <C>           <C>
ASSETS
Cash and cash equivalents      $   365,942   $    911,080  $    950,372  $  2,018,591  $  2,567,217  $    660,999
Cash in escrow                           -              -             -             -             -     1,873,262
Subscriptions receivable                 -              -             -             -     2,195,000       484,000
Investments in limited
 partnerships, net              10,968,078     12,250,789    12,559,525    13,836,734    12,782,751     1,046,532
Interest receivable                      -              -             -        19,435             -             -
Loan receivable                          -              -             -             -       522,190       661,306
Other assets                             -              -             -             -       105,998            73
                                ----------    -----------   -----------   -----------   -----------   -----------

                              $ 11,334,020   $ 13,161,869  $ 13,509,897  $ 15,874,760  $ 18,173,156  $  4,726,172
                                ==========    ===========   ===========   ===========   ===========   ===========
LIABILITIES
Due to limited partnerships    $    72,938   $     95,030  $     95,030  $  1,290,351  $  2,822,885  $    309,852
Accrued expenses                   149,735              -             -             -             -             -
Accrued fees and expenses
 due to general partner and
 affiliates                         26,540         28,677        62,496         4,640        43,807       570,137

PARTNERS' EQUITY                11,084,807     13,038,162    13,352,371    14,579,769    15,306,464     3,846,183
                                ----------    -----------   -----------   -----------   -----------   -----------

                              $ 11,334,020   $ 13,161,869  $ 13,509,897  $ 15,874,760  $ 18,173,156  $  4,726,172
                                ==========    ===========   ===========   ===========   ===========   ===========

Selected  results of  operations,  cash  flows,  and other  information  for the
Partnership is as follows:

                                 For the
                                 Year
                                 Ended          For the Three Months
                                 March 31         Ended March 31                   For the Years Ended December 31
                                 ----------    -----------------------   ---------------------------------------------------
                                   2000          1999         1998          1998          1997          1996        1995
                                 ----------    ---------    ----------    ----------    ----------    ---------   ----------
                                                            (Unaudited)

Income (loss) from
 operations (Note 1)           $ (1,099,531) $  (20,391)  $   (10,209) $     (52,065) $    20,214  $   117,374   $   (9,346)
Equity in losses of limited
 partnerships                      (853,824)   (293,818)     (170,900)    (1,175,333)    (789,697)    (185,071)        (343)
                                  ----------   ---------    ----------     ----------   ----------    ---------   ----------

Net loss                       $ (1,953,355) $ (314,209)  $  (181,109) $  (1,227,398) $  (769,483) $   (67,697)  $   (9,689)
                                  ==========   =========    ==========     ==========   ==========    =========   ==========

Net loss allocated to:
 General partner               $    (19,534) $   (3,142)  $    (1,811) $     (12,274) $    (7,695) $      (677)  $      (97)
                                  ==========   =========    ==========     ==========   ==========    =========   ==========

 Limited partners              $ (1,933,821) $ (311,067)  $  (179,298) $  (1,215,124) $  (761,788) $   (67,020)  $   (9,592)
                                  ==========   =========    ==========     ==========   ==========    =========   ==========

Net loss per limited
 partner                       $    (107.43) $   (17.28)  $     (9.96) $      (67.51) $    (42.32) $     (4.94)  $   (14.58)
                                  ==========   =========    ==========     ==========   ==========    =========   ==========

Outstanding weighted
 limited partner units               18,000      18,000        18,000         18,000       18,000       13,564          658
                                  ==========   =========    ==========     ==========   ==========    =========   ==========

Note 1 - Loss  from  operations  includes  a charge  for  impairment  losses  on
investments  in limited  partnerships  of  $955,804.  (See Note 2 to the audited
financial statements.)
</TABLE>
                                       9
<PAGE>
<TABLE>
<CAPTION>
                                For the
                                Year
                                Ended          For the Three Months
                                March 31          Ended March 31                      For the Years Ended December 31
                                -----------   ------------------------   ---------------------------------------------------
                                   2000         1999          1998          1998         1997         1996          1995
                                -----------   ----------   -----------   -----------  -----------   ----------    ----------
                                                           (Unaudited)
Net cash provided by
 (used in):

<S>                          <C>           <C>         <C>             <C>           <C>          <C>          <C>
  Operating activities       $    (59,825) $  (45,335) $    27,295     $     60,991  $   102,215  $  (205,999) $      3,402


  Investing activities           (485,313)      6,043     (515,359)      (1,129,210)  (2,888,629)  (7,704,761)   (2,944,048)


  Financing activities                  -           -            -                -    2,237,788    9,816,978     3,601,645
                               -----------  ----------  -----------      -----------  -----------   ----------    ----------
Net change in cash and cash
 equivalents                     (545,138)    (39,292)    (488,064)      (1,068,219)    (548,626)   1,906,218       660,999

Cash and cash equivalents,
 beginning of period              911,080     950,372    2,018,591        2,018,591    2,567,217      660,999             -
                               -----------  ----------  -----------      -----------  -----------  -----------    ----------

Cash and cash equivalents,
 end of period               $    365,942  $  911,080  $ 1,530,527     $    950,372  $ 2,018,591  $ 2,567,217  $    660,999
                               ===========  ==========  ===========      ===========  ===========  ===========    ==========


Low Income  Housing  Credit per Unit was as follows for the years ended December
31:

                               1999              1998               1997               1996              1995
                          ---------------   ----------------   ---------------    ---------------   ----------------

Federal                   $        137       $        131      $         83       $         59      $          14
State                                -                  -                 -                  -                  -
                           ------------      -------------      ------------      -------------      -------------

Total                     $        137      $         131      $         83      $          59     $           14
                           ============      =============      ============      =============      =============
</TABLE>

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
of Operation

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-K 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.

                                       10
<PAGE>

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-K and in other reports we filed with the
Securities and Exchange  Commission.  The following discussion should be read in
conjunction  with the  Consolidated  Financial  Statements and the Notes thereto
included elsewhere in this filing.

Uncertainty with Respect to Investment in Alliance, Evergreen and Hastings

The  Partnership  has three  investments  accounted for under the equity method,
consisting of 99% limited  partnership  interests in each of Alliance Apartments
I, Limited Partnership ("Alliance"), Evergreen Apartments I, Limited Partnership
("Evergreen"), and Hastings Apartments I, Limited Partnership ("Hastings").

The independent auditors engaged to perform an audit of Alliance, Evergreen, and
Hastings'  financial  statements as of and for the year ended December 31, 1999,
were unable to form an opinion on those  financial  statements.  This was due to
the inability to obtain from the former local general  partner  certain  general
ledger  information  for a period of  approximately  three  months and  reliable
confirmations  of advances  to/notes  receivable  from the former local  general
partner.  Further,  the  independent  auditors were unable to obtain  management
representation  letters from the former property management company, which is an
affiliate of the former local general partner.  As a result, the Partnership has
not included the financial  information  of Alliance,  Evergreen and Hastings in
the combined condensed financial statements presented in Note 3 to the financial
statements. The combined condensed financial information presented in Note 3 for
prior periods has been  restated to exclude the accounts of Alliance,  Evergreen
and  Hastings.  The  Partnership  has  reflected  equity  in the net  losses  of
Alliance,   Evergreen  and  Hastings  totaling  $167,793  ($(9.32)  per  limited
partnership  unit) for the year ended  March 31,  2000,  based on nine months of
reported  results  provided by  Alliance,  Evergreen  and  Hastings and on three
months of results  estimated by  Associates.  Such  estimates  may be materially
misstated due to the lack of corroborative financial information.

Alliance, Evergreen and Hastings continue to experience negative cash flows from
operations.  During the year ended  March 31,  2000,  the  Partnership  advanced
$205,080 in cash to Alliance,  Evergreen  and Hastings for  operating  expenses,
including  legal fees relating to certain  litigation  involving these and other
properties as outlined in Note 8, as well as another  $74,631 in cash since year
end. Associates is currently negotiating for a restructuring of the related bank
loans,  which would  increase cash flow from  operations.  Associates may not be
successful  in  the   restructuring  of  these  loans.  If  the  loans  are  not
restructured,  the  Partnership  may be  unable  to  support  these  properties.
Consequently,  the  Partnership  may be forced  to sell all or a portion  of its
interests in these properties.  Further,  the lender may attempt to foreclose on
the Alliance, Hastings and Evergreen properties.

As a result of the  foregoing,  Associates  has  performed an  evaluation of the
Partnership's remaining investment balances in Alliance, Evergreen and Hastings,
including the cash advances noted above and other anticipated costs. It has been
determined that an impairment  adjustment is necessary and an impairment loss of
$995,804 has been  recognized at March 31, 2000.  This  impairment loss includes
$644,589 in remaining book value of the  Partnership's  investments in Alliance,
Evergreen  and  Hastings,  the  $205,080 and $74,631  cash  advances,  a $50,000
accrual for  anticipated  legal costs,  and $21,504 of estimated  accounting and
other related costs.

As a result of the aforementioned  operating  difficulties and the litigation as
discussed in Item 3, Legal  Proceedings,  there is uncertainty as to whether the
Partnership  will  ultimately  retain its  interests in Alliance,  Evergreen and

                                       11
<PAGE>
Hastings. If the investments are sold or otherwise not retained, the Partnership
could be subject to recapture of tax credits and certain  prior tax  deductions.
There is further  uncertainty  as to costs that the  Partnership  may ultimately
incur in connection  with its  investments in Alliance,  Evergreen and Hastings.
The Partnership's financial statements do not include any adjustments that might
result from the outcome of these uncertainties.

Financial Condition

The  Partnership's  assets at March 31, 2000 consisted  primarily of $366,000 in
cash and aggregate  investments  in the eighteen Local Limited  Partnerships  of
$10,968,078. Liabilities at March 31, 2000 primarily consisted of $73,000 due to
limited  partnerships,  $150,000 of accrued  expenses and $27,000 due to general
partner or affiliates for advances.

Results of Operations

Year  Ended  March 31,  2000  Compared  to Year Ended  December  31,  1998.  The
Partnerships  net loss for the  year  ended  March  31,  2000 was  $(1,953,000),
reflecting an increase of $(726,000) from the net loss  experienced for the year
ended December 31, 1998 of $(1,227,000).  The increase in net loss is due to the
impairment  loss  recorded in connection  with three of the limited  partnership
investments totaling $(996,000), a reduction in income of $(19,000), offset by a
reduction  in the equity in losses of limited  partnerships  which  decreased by
$321,000.

Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 1998.
The  Partnership's  net loss for the  three  months  ended  March  31,  1999 was
$(314,000), reflecting an increase of $133,000 from the net loss experienced for
the three months ended March 31, 1998. The increase in net loss is due to equity
in losses of limited  partnerships which increased by $123,000 to $(294,000) for
the three month period ended March 31, 1999 from  $(171,000) for the three month
period ended March 31, 1998.  In addition to the increase in equity in losses of
limited partnerships,  the Partnership  experienced an increase in net loss from
operations  of $10,000 to  $(20,000)  for the three month period ended March 31,
1999 from  $(10,000)  for the three month  period  ended March 31, 1998 due to a
decrease in interest  income of $7,000 and an increase in operating  expenses of
$3,000.

Year Ended  December 31, 1998  Compared to Year Ended  December  31,  1997.  The
Partnership's  net loss for 1998 was  $(1,227,000),  reflecting  an  increase of
$458,000  from the net loss  experienced  in 1997.  The  increase in net loss is
primarily due to equity in losses from limited  partnerships  which increased to
$(1,175,000)  in 1998 from  $(790,000)  in 1997,  in  addition  to a decrease in
interest income of $67,000 and an increase in operating expenses of $6,000.

Cash Flows

Year Ended March 31, 2000 Compared to Year Ended December 31, 1998. Net decrease
in cash for the year  ended  March 31,  2000 was  $(545,000)  compared  to a net
decrease  in cash for the year ended  December  31,  1998 of  $(1,068,000).  The
change was due primarily to a decrease in investments in limited partnerships of
$1,073,000  offset by an increase of $(205,000) in cash advances paid to limited
partnerships and an increase of $(191,000) in capitalized  acquisition costs and
fees.

Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 1998.
Net decrease in cash during the three months ended March 31, 1999 was  $(39,000)
compared to a net  decrease in cash for the three months ended March 31, 1998 of
$(488,000). The change was due primarily to a decrease in investments in limited
partnerships  of  $523,000  offset by an  increase  in cash paid to the  General
Partner or affiliates of $48,000 and a decrease in interest received of $22,000.

                                       12
<PAGE>

Year Ended  December 31, 1998  Compared to Year Ended  December  31,  1997.  Net
decrease in cash in 1998 was $(1,068,000), compared to a net decrease in cash in
1997 of $(549,000).  The decrease in cash was higher in 1998 as compared to 1997
due primarily to a decrease in capital contributions from partners of $2,250,000
and a decrease in cash provided by operating activities of $41,000,  offset by a
decrease in offering  expenses of $12,000,  a decrease in investments in Limited
Partnerships  of  $1,745,000  and an  increase  in  distributions  from  Limited
Partnerships of $15,000.

During the year ended March 31, 2000 and the three  months ended March 31, 1999,
accrued  payables,  which consist primarily of related party management fees due
to the General Partner,  decreased by $2,000 and $34,000,  respectively.  During
the year ended December 31, 1998,  accrued  payables  increased by $58,000.  The
General Partner does not anticipate that these accrued fees will be paid in full
until such time as capital reserves are in excess of future foreseeable  working
capital requirements of the Partnership.

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

Impact of Year 2000

WNC & Associates, Inc.

Status of Readiness

Information Technology (IT) Systems. The Partnership relies on the IT systems of
WNC, its general partner. IT systems include computer hardware and software used
to produce  financial  reports and tax return  information.  This information is
then used to generate  reports to investors and regulatory  agencies,  including
the Internal Revenue Service and the Securities and Exchange Commission.  The IT
systems of WNC are year 2000 compliant.

Non-IT Systems. The Partnership also relies on the non-IT systems of WNC. Non-IT
systems  include  machinery and  equipment  such as  telephones,  voice mail and
electronic postage equipment. The non-IT systems of WNC are year 2000 compliant.

Service  Providers.  WNC also  relies on the IT and  non-IT  systems  of service
providers. Service providers include utility companies,  financial institutions,
telecommunications carriers,  municipalities, and other outside vendors. WNC has
obtained verbal assurances from its material service providers (electrical power
provider,  financial institutions and telecommunications carriers) that their IT
and non-IT systems are year 2000  compliant.  To date,  WNC has not  encountered
significant year 2000 issues or business disruptions from its service providers.

Costs to Address Year 2000 Issues

The cost to address year 2000 issues for WNC has been less than $25,000.

                                       13
<PAGE>
Risk of Year 2000 Issues

Although WNC has  encountered no significant  year 2000 issues to date, the most
reasonable  and likely result from  non-year  2000  compliance of systems of the
service  providers  noted  above  would be the  disruption  of  normal  business
operations for WNC. This disruption could, in turn, lead to delays in performing
reporting and fiduciary responsibilities on behalf of the Partnership. The worst
case scenario would be the replacement of a service provider. These delays would
likely  be  temporary  and  would  likely  not  have a  material  effect  on the
Partnership or WNC.

Local Limited Partnerships

Status of Readiness

To date, WNC and the  Partnership  have  encountered  no  significant  year 2000
issues with respect to the Local Limited Partnerships.


Costs to Address Year 2000 Issues

There has been and will be no cost to the  Partnership  as a result of assessing
year 2000 issues for the Local  Limited  Partnerships.  Although no  significant
year 2000 issues have been  encountered to date, the cost to deal with potential
year 2000 issues of the Local Limited  Partnerships  cannot be estimated at this
time.

Risk of Year 2000 Issues

Although no significant  year 2000 issues have been  encountered to date,  there
can be no assurance that the Partnership will be unaffected by year 2000 issues.
The most  reasonable and likely result from non-year 2000 compliance will be the
disruption of normal  business  operations  for the Local Limited  Partnerships,
including but not limited to the possible  failure to properly collect rents and
meet their obligations in a timely manner.  This disruption would, in turn, lead
to  delays  by the  Local  Limited  Partnerships  in  performing  reporting  and
fiduciary responsibilities on behalf of the Partnership. The worst-case scenario
would  include the  initiation  of  foreclosure  proceedings  on the property by
mortgage debt holders.  Under these  circumstances,  WNC or its affiliates  will
take  actions  necessary  to minimize  the risk of  foreclosure,  including  the
removal and  replacement of a Local General  Partner by the  Partnership.  These
delays would likely be temporary and would likely not have a material  effect on
the Partnership or WNC.

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk

NOT APPLICABLE

Item 8.  Financial Statements and Supplementary Data

                                       14
<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the Partners
WNC Housing Tax Credit Fund V, L.P., Series 3


We have audited the  accompanying  balance sheets of WNC Housing Tax Credit Fund
V, L.P., Series 3 (a California Limited  Partnership) (the  "Partnership") as of
March 31, 2000 and 1999,  and December 31, 1998,  and the related  statements of
operations,  partners'  equity (deficit) and cash flows for the year ended March
31, 2000,  the three months ended March 31, 1999 and the year ended December 31,
1998. These financial  statements are the  responsibility  of the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements  based  on  our  audits.  A  significant  portion  of  the  financial
statements of the limited  partnerships  in which the  Partnership  is a limited
partner were audited by other  auditors whose reports have been furnished to us.
As discussed in Note 3 to the financial statements, the Partnership accounts for
its investments in limited  partnerships using the equity method. The portion of
the Partnership's  investment in limited  partnerships audited by other auditors
represented 65%, 83% and 83% of the total assets of the Partnership at March 31,
2000 and 1999, and December 31, 1998,  respectively.  Our opinion, insofar as it
relates to the amounts  included  in the  financial  statements  for the limited
partnerships which were audited by others, is based solely on the reports of the
other auditors.

Except as  discussed in the  following  paragraph,  we  conducted  our audits in
accordance with generally accepted auditing  standards.  Those standards require
that we plan and perform the audit to obtain reasonable  assurance about whether
the financial  statements are free of material  misstatement.  An audit includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits and the reports of the other auditors  provide a reasonable basis for our
opinion.

As  more  thoroughly  discussed  in  Note 2 to  the  financial  statements,  the
independent  auditors engaged to perform the audits of the financial  statements
as of and for the year ended  December 31, 1999 for Alliance  Apartments I, L.P.
("Alliance"), Evergreen Apartments I, L.P. ("Evergreen") and Hastings Apartments
I, L.P.  ("Hastings"),  were  unable to express  an  opinion on those  financial
statements.  The Partnership has reflected equity in the net losses of Alliance,
Evergreen and Hastings totaling $167,793 ($(9.32) per limited  partnership unit)
for the year  ended  March  31,  2000.  The  Partnership  has also  recorded  an
impairment of its investment in all three limited partnerships totaling $995,804
($(55.32) per limited partnership unit) for the year ended March 31, 2000.

In our  opinion,  except for the effects of such  adjustments,  if any, as might
have been determined to be necessary had the  independent  auditors been able to
form an opinion on Alliance,  Evergreen and Hastings' financial statements,  the
financial statements referred to above present fairly, in all material respects,
the  financial  position of WNC  Housing  Tax Credit  Fund V, L.P.,  Series 3 (a
California Limited  Partnership) as of March 31, 2000 and 1999, and December 31,
1998,  and the results of its  operations  and its cash flows for the year ended
March 31,  2000,  the three  months  ended  March  31,  1999 and the year  ended
December 31, 1998, in conformity with generally accepted accounting principles.



                                        /s/ BDO SEIDMAN, LLP
                                            BDO SEIDMAN, LLP

Orange County, California
July 3, 2000


                                       15
<PAGE>

INDEPENDENT AUDITORS' REPORT


To the Partners
WNC Housing Tax Credit Fund V, L.P., Series 3


We have audited the statements of  operations,  partners'  equity  (deficit) and
cash flows of WNC  Housing  Tax  Credit  Fund V,  L.P.,  Series 3 (a  California
Limited  Partnership) (the  "Partnership") for the year ended December 31, 1997.
These  financial   statements  are  the   responsibility  of  the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audit. We did not audit the financial  statements of the
limited partnerships in which WNC Housing Tax Credit Fund V, L.P., Series 3 is a
limited  partner.  These  investments,  as discussed in Note 3 to the  financial
statements,  are accounted  for by the equity  method.  The  investment in these
limited  partnerships  represented  87% of the total  assets of WNC  Housing Tax
Credit Fund V, L.P., Series 3 at December 31, 1997. A substantial portion of the
financial  statements of the limited partnerships were audited by other auditors
whose reports have been furnished to us, and our opinion,  insofar as it relates
to the amounts included for these limited  partnerships,  is based solely on the
reports of the other auditors.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that our audit and the  reports  of the  other  auditors  provide a
reasonable basis for our opinion.

In our opinion,  based on our audit and the reports of the other  auditors,  the
financial statements referred to above present fairly, in all material respects,
and the results of its  operations  and its cash flows of WNC Housing Tax Credit
Fund V, L.P.,  Series 3 (a California  Limited  Partnership)  for the year ended
December 31, 1997, in conformity with generally accepted accounting principles.


                              /s/ CORBIN & WERTZ
                                  CORBIN & WERTZ

Irvine, California
April 21, 1998


                                       16

<PAGE>
                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3
                       (A California Limited Partnership)

                                 BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                            March 31                  December 31
                                                                  ------------------------------    ----------------

                                                                      2000             1999              1998
                                                                  --------------   -------------    ----------------


ASSETS

<S>                                                             <C>              <C>              <C>
Cash and cash equivalents                                       $       365,942  $      911,080   $         950,372
Investments in limited partnerships (Notes 2 and 3)                  10,968,078      12,250,789          12,559,525
                                                                  --------------   -------------    ----------------

                                                                $    11,334,020  $   13,161,869   $      13,509,897
                                                                  ==============   =============    ================

LIABILITIES AND PARTNERS' EQUITY
 (DEFICIT)

Liabilities:
 Payables to limited partnerships (Note 5)                      $        72,938  $       95,030   $          95,030
 Accrued expenses (Note 2)                                              149,735               -                   -
 Accrued fees and advances due to General
  Partner and affiliates (Note 4)                                        26,540          28,677              62,496
                                                                  --------------   -------------    ----------------

     Total liabilities                                                  249,213         123,707             157,526
                                                                  --------------   -------------    ----------------

Partners' equity (deficit):
 General partner                                                        (64,643)        (45,109)            (41,967)
 Limited partners (25,000 units authorized,
  18,000 units issued and outstanding)                               11,149,450      13,083,271          13,394,338
                                                                  --------------   -------------    ----------------

     Total partners' equity                                          11,084,807      13,038,162          13,352,371
                                                                  --------------   -------------    ----------------

                                                                $    11,334,020  $   13,161,869   $      13,509,897
                                                                  ==============   =============    ================
</TABLE>

                      See independent auditor's report and
                   accompanying notes to financial statements
                                       17

<PAGE>
                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3
                       (A California Limited Partnership)

                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                      For the        For the
                                                    Year Ended     Three Months
                                                     March 31     Ended March 31   For the Years Ended December 31
                                                   -----------    --------------   -------------------------------
                                                      2000            1999             1998            1997
                                                  -------------   -------------    -------------   --------------

<S>                                             <C>             <C>              <C>            <C>
Interest income                                 $       29,172    $      9,994   $       55,326  $       121,703
Other income                                             6,676               -                -                -
                                                  -------------   -------------    -------------   --------------

Total income                                            35,848           9,994           55,326          121,703
                                                  -------------   -------------    -------------   --------------

Operating expenses:
 Amortization (Notes 3 and 4)                           42,439           8,875           35,765           34,605
 Asset management fees (Note 4)                         49,500          12,375           49,500           49,500
 Other                                                  47,636           9,135           22,126           17,384
 Impairment on investments in limited
  partnerships (Note 2)                                995,804               -                -                -
                                                  -------------   -------------    -------------   --------------

  Total operating expenses                           1,135,379          30,385          107,391          101,489
                                                  -------------   -------------    -------------   --------------

Income (loss) from operations                       (1,099,531)        (20,391)         (52,065)          20,214

Equity in losses of limited
 partnerships (Note 3)                                (853,824)       (293,818)      (1,175,333)        (789,697)
                                                  -------------    ------------    -------------   --------------

Net loss                                        $   (1,953,355)  $    (314,209)  $   (1,227,398) $      (769,483)
                                                  =============   =============    =============   ==============
Net loss allocated to:
 General partner                                $      (19,534)  $      (3,142)  $      (12,274) $        (7,695)
                                                  =============   =============    =============   ==============

 Limited partners                               $   (1,933,821)  $    (311,067)  $   (1,215,124) $      (761,788)
                                                  =============   =============    =============   ==============

Net loss per limited partner unit               $      (107.43)  $      (17.28)  $       (67.51) $        (42.32)
                                                  =============   =============    =============   ==============
Outstanding weighted limited
 partner units                                          18,000          18,000           18,000           18,000
                                                  =============   =============    =============   ==============
</TABLE>



                      See independent auditor's report and
                   accompanying notes to financial statements
                                       18

<PAGE>
                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3
                       (A California Limited Partnership)

                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

                       For The Year Ended March 31, 2000,
                  For The Three Months Ended March 31, 1999 and
                 For The Years Ended December 31, 1998 and 1997

<TABLE>
<CAPTION>
                                                              General             Limited
                                                              Partner             Partners             Total
                                                           ---------------     ---------------     ---------------
<S>                                   <C>                <C>                 <C>                <C>
Partners' equity (deficit) at January 1, 1997            $        (21,876)   $    15,328,340    $     15,306,464


Offering expenses                                                    (122)           (12,090)            (12,212)

Cash collected on notes receivable (Note 7)                             -             55,000              55,000

Net loss                                                           (7,695)          (761,788)           (769,483)
                                                           ---------------     ---------------     ---------------

Partners' equity (deficit) at December 31, 1997                   (29,693)        14,609,462          14,579,769

Net loss                                                          (12,274)        (1,215,124)         (1,227,398)
                                                           ---------------     ---------------     ---------------

Partners' equity (deficit) at December 31, 1998                   (41,967)        13,394,338          13,352,371

Net loss                                                           (3,142)          (311,067)           (314,209)
                                                           ---------------     ---------------     ---------------

Partners' equity (deficit) at March 31, 1999                      (45,109)        13,083,271          13,038,162

Net loss                                                          (19,534)        (1,933,821)         (1,953,355)
                                                           ---------------     ---------------     ---------------

Partners' equity (deficit) at March 31, 2000             $        (64,643)   $    11,149,450    $     11,084,807
                                                           ===============     ===============     ===============

</TABLE>

                      See independent auditor's report and
                   accompanying notes to financial statements
                                       19

<PAGE>
                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3
                       (A California Limited Partnership)
<TABLE>
<CAPTION>
                            STATEMENTS OF CASH FLOWS
                                                        For the             For the
                                                       Year Ended         Three Months        For the Years Ended
                                                        March 31         Ended March 31            December 31
                                                      ------------       --------------    ---------------------------
                                                          2000                1999             1998           1997
                                                      ------------       --------------    ------------   ------------
<S>                                                <C>            <C>                  <C>            <C>
Cash flows from operating activities:
 Net loss                                          $  (1,953,355) $       (314,209)    $  (1,227,398) $   (769,483)
 Adjustments to reconcile net loss to
  net cash provided by (used in)
  operating activities:
  Amortization                                            42,439             8,875            35,765        34,605
  Impairment loss on investments in limited
   partnerships                                          995,804                 -                 -             -
  Equity in losses of limited
   partnerships                                          853,824           293,818         1,175,333       789,697
  Change in interest receivable                                -                 -            19,435        86,563
  Change in accrued fees and
   expenses due to general partner
   and affiliates                                         (2,137)          (33,819)           57,856       (39,167)
  Change in accrued expenses                               3,600                 -                 -             -
                                                     ------------      ------------      ------------   -----------
Net cash provided by (used in)
 operating activities                                    (59,825)          (45,335)           60,991       102,215
                                                     ------------      ------------      ------------   -----------
Cash flows from investing activities:
 Investments in limited partnerships, net                (47,092)                -        (1,120,181)   (3,432,735)
 Loans receivable                                              -                 -                 -       522,190
 Capitalized acquisition costs and fees                 (233,141)           (1,520)          (32,076)      (28,975)
 Return of acquisition fees (Note 3)                           -                 -                 -        42,551
 Distributions from limited
  partnerships                                                 -             7,563            23,047         8,340
 Cash advances to limited partnerships                  (205,080)                -                 -             -
                                                     ------------      ------------      ------------   -----------
Net cash provided by (used in)
 investing activities                                   (485,313)            6,043        (1,129,210)   (2,888,629)
                                                     ------------      ------------      ------------   -----------
Cash flows from financing activities:
 Capital contributions from partners                           -                 -                 -     2,250,000
 Offering expenses                                             -                 -                 -       (12,212)
                                                     ------------      ------------      ------------   -----------
Net cash provided by financing
 activities                                                    -                 -                 -     2,237,788
                                                     ------------      ------------      ------------   -----------

Net decrease in cash and cash equivalents               (545,138)          (39,292)       (1,068,219)     (548,626)

Cash and cash equivalents, beginning of period           911,080           950,372         2,018,591     2,567,217
                                                     ------------      ------------      ------------   -----------

Cash and cash equivalents, end of period             $   365,942    $      911,080   $       950,372  $  2,018,591
                                                     ============      ============      ============   ===========
</TABLE>

                      See independent auditor's report and
                   accompanying notes to financial statements
                                       20

<PAGE>
                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3
                       (A California Limited Partnership)

                      STATEMENTS OF CASH FLOWS - CONTINUED

<TABLE>
<CAPTION>
                                                             For the         For the
                                                            Year Ended     Three Months      For the Years Ended
                                                             March 31     Ended March 31         December 31
                                                           -----------    ------------    --------------------------
                                                              2000           1999           1998           1997
                                                           -----------    ------------    ------------  ------------

<S>                                                     <C>           <C>            <C>            <C>
SUPPLEMENTAL DISCLOSURE
 OF CASH FLOW INFORMATION
  Taxes paid                                            $        800  $           -  $         800  $         800
                                                           ===========   ============   ============   ============

</TABLE>
















                      See independent auditor's report and
                   accompanying notes to financial statements
                                       21
<PAGE>
                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3
                       (A California Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

                       For the Year Ended March 31, 2000,
                  For The Three Months Ended March 31, 1999 and
                 For The Years Ended December 31, 1998 and 1997

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

WNC Housing Tax Credit Fund V, L.P., Series 3, a California Limited  Partnership
(the  "Partnership"),  was formed on March 28, 1995, under the laws of the state
of California.  The Partnership was formed to invest  primarily in other limited
partnerships   (the  "Local  Limited   Partnerships")   which  own  and  operate
multi-family housing complexes (the "Housing Complex") that are eligible for low
income  housing  credits.   The  local  general  partners  (the  "Local  General
Partners")  of  each  Local  Limited   Partnership  retain   responsibility  for
maintaining, operating and managing the Housing Complex.

The general partner is WNC & Associates,  Inc. ("WNC").  Wilfred N. Cooper, Sr.,
through the Cooper  Revocable Trust owns 66.8% of the outstanding  stock of WNC.
John B. Lester was the  original  limited  partner of the  Partnership  and owns
28.6% of the outstanding stock of WNC. Wilfred N. Cooper, Jr., President of WNC,
owns 2.1% of the outstanding stock of WNC.

The Partnership  shall continue in full force and effect until December 31, 2050
unless terminated prior to that date pursuant to the partnership agreement or
law.

The financial  statements  include only activity relating to the business of the
Partnership,  and do not give  effect to any assets that the  partners  may have
outside of their interests in the Partnership, or to any obligations,  including
income taxes, of the partners.

The  partnership  agreement  authorized the sale of up to 25,000 units at $1,000
per Unit  ("Units").  The offering of Units  concluded in January 1996, at which
time 18,000 Units representing  subscriptions in the amount of $17,558,985,  net
of $441,015 of discounts for volume  purchases,  had been accepted.  The General
Partner has a 1% interest in operating  profits and losses,  taxable  income and
losses,  cash available for  distribution  from the Partnership and tax credits.
The limited  partners  will be  allocated  the  remaining  99% of these items in
proportion to their respective investments.

After the limited  partners  have received  proceeds from a sale or  refinancing
equal to their capital  contributions and their return on investment (as defined
in the  Partnership  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.

Change in Reporting Year End

In 1999, the Partnership  elected to change its year end for financial reporting
purposes from December 31 to March 31. All  financial  information  reflected in
the financial statements and related footnotes has been adjusted for this change
in year end except for the combined condensed financial  information relating to
the Local Limited Partnerships included in Note 3.

                                       22
<PAGE>
                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                       For the Year Ended March 31, 2000,
                  For The Three Months Ended March 31, 1999 and
                 For The Years Ended December 31, 1998 and 1997

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Risks and Uncertainties

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

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

Method of Accounting For Investments in Limited Partnerships

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

Losses from limited  partnerships for the years ended December 31, 1998 and 1997
have been recorded by the Partnership  based on reported results provided by the
Local  Limited  Partnerships.  Losses from  limited  partnerships  for the three
months  ended  March  31,  1999  have  been   estimated  by  management  of  the
Partnership.  Losses from limited partnerships for the year ended March 31, 2000
have been recorded by the Partnership  based on nine months of reported  results
provided  by the Local  Limited  Partnerships  and on three  months  of  results
estimated by management of the Partnership. Losses from the limited partnerships
allocated  to the  Partnership  will not be  recognized  to the extent  that the
investment balance would be adjusted below zero.

                                       23
<PAGE>
                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                       For the Year Ended March 31, 2000,
                  For The Three Months Ended March 31, 1999 and
                 For The Years Ended December 31, 1998 and 1997

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Offering Expenses

Offering  expenses consist of underwriting  commissions,  legal fees,  printing,
filing and recordation fees, and other costs incurred in connection with selling
limited  partnership  interests  in the  Partnership.  The  General  Partner  is
obligated to pay all offering and organization costs in excess of 15% (including
sales  commissions)  of the  total  offering  proceeds.  Offering  expenses  are
reflected as a reduction of limited partners' capital and amounted to $2,132,000
at the end of all periods presented.

Use of Estimates

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

Cash and Cash Equivalents

The Partnership considers highly liquid investments with remaining maturities of
three months or less when purchased to be cash equivalents. As of March 31, 2000
and 1999, and December 31, 1998, the Partnership had no cash equivalents.

Concentration of Credit Risk

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

Net Loss Per Limited Partner Unit

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

Reporting Comprehensive Income

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

Reclassifications

Certain  prior  year  balances  have been  reclassified  to  conform to the 2000
presentation.

                                       24

<PAGE>
                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                       For the Year Ended March 31, 2000,
                  For The Three Months Ended March 31, 1999 and
                 For The Years Ended December 31, 1998 and 1997

NOTE 2 -  UNCERTAINTY  WITH RESPECT TO  INVESTMENTS  IN ALLIANCE,  EVERGREEN AND
          HASTINGS: IMPAIRMENT OF INVESTMENTS

The  Partnership  has three  investments  accounted for under the equity method,
consisting of a 99% limited partnership  interest in each of Alliance Apartments
I, Limited Partnership ("Alliance"), Evergreen Apartments I, Limited Partnership
("Evergreen"), and Hastings Apartments I, Limited Partnership ("Hastings").

The independent auditors engaged to perform an audit of Alliance, Evergreen, and
Hastings'  financial  statements as of and for the year ended December 31, 1999,
were unable to form an opinion on those  financial  statements.  This was due to
the inability to obtain from the former local general  partner  certain  general
ledger  information  for a period of  approximately  three  months and  reliable
confirmations  of advances  to/notes  receivable  from the former local  general
partner.  Further,  the  independent  auditors were unable to obtain  management
representation  letters from the former property management company, which is an
affiliate of the former local general partner.  As a result, the Partnership has
not included the financial  information  of Alliance,  Evergreen and Hastings in
the combined condensed  financial  statements  presented in Note 3. The combined
condensed financial  information  presented in Note 3 for prior periods has been
restated to exclude the  accounts  of  Alliance,  Evergreen  and  Hastings.  The
Partnership  has reflected  equity in the net losses of Alliance,  Evergreen and
Hastings totaling  $167,793 ($(9.32) per limited  partnership unit) for the year
ended  March 31,  2000,  based on nine months of  reported  results  provided by
Alliance,  Evergreen  and Hastings  and on three months of results  estimated by
WNC. Such estimates may be materially misstated due to the lack of corroborative
financial information.

Alliance, Evergreen and Hastings continue to experience negative cash flows from
operations.  During the year ended  March 31,  2000,  the  Partnership  advanced
$205,080 in cash to Alliance,  Evergreen  and Hastings for  operating  expenses,
including  legal fees relating to certain  litigation  involving these and other
properties as outlined in Note 8, as well as another  $74,631 in cash since year
end. WNC is currently negotiating for a restructuring of the related bank loans,
which would increase cash flow from operations. WNC may not be successful in the
restructuring of these loans. If the loans are not restructured, the Partnership
may be unable to support these properties.  Consequently, the Partnership may be
forced to sell all or a portion of its interests in these  properties.  Further,
the lender may attempt to foreclose  on the  Alliance,  Hastings  and  Evergreen
properties.

As  a  result  of  the  foregoing,  WNC  has  performed  an  evaluation  of  the
Partnership's remaining investment balances in Alliance, Evergreen and Hastings,
including the cash advances noted above and other anticipated costs. It has been
determined that an impairment  adjustment is necessary and an impairment loss of
$995,804 has been  recognized at March 31, 2000.  This  impairment loss includes
$644,589 in remaining book value of the  Partnership's  investments in Alliance,
Evergreen  and  Hastings,  the  $205,080 and $74,631  cash  advances,  a $50,000
accrual for  anticipated  legal costs,  and $21,504 of estimated  accounting and
other related costs.

As a result of the aforementioned  operating  difficulties and the litigation as
discussed in Note 8, there is  uncertainty  as to whether the  Partnership  will
ultimately  retain its interests in Alliance,  Evergreen  and  Hastings.  If the
investments are sold or otherwise not retained, the Partnership could be subject
to recapture of tax credits and certain prior tax  deductions.  There is further
uncertainty as to costs that the Partnership may ultimately  incur in connection
with its  investments  in Alliance,  Evergreen and Hastings.  The  Partnership's
financial  statements do not include any adjustments  that might result from the
outcome of these uncertainties.

                                       25


<PAGE>
                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                       For the Year Ended March 31, 2000,
                  For The Three Months Ended March 31, 1999 and
                 For The Years Ended December 31, 1998 and 1997

NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS

As of the periods  presented,  the Partnership has acquired limited  partnership
interests  in 18 Local  Limited  Partnerships,  each of which  owns one  Housing
Complex  consisting of an aggregate of 1,196  apartment  units.  The  respective
general  partners  of the  Local  Limited  Partnerships  manage  the  day to day
operations  of the entities.  Significant  Local  Limited  Partnership  business
decisions require approval from the Partnership.  The Partnership,  as a limited
partner,  is  generally  entitled  to 99%,  as  specified  in the Local  Limited
Partnership agreements,  of the operating profits and losses, taxable income and
losses and tax credits of the Local Limited Partnerships,  except for one of the
investments in which it is entitled to 49.49% of such amounts.

The Partnership's  investments in Local Limited Partnerships as reflected in the
balance  sheet at March 31, 2000 and at the  preceding  December 31,  1999,  are
approximately  $1,137,000  and  $1,729,000,   respectively,   greater  than  the
Partnership's  equity  as  shown in the  Local  Limited  Partnerships'  combined
financial  statements  presented  below.  This  difference  is partially  due to
acquisition  costs related to the acquisition of the investments  that have been
capitalized  in the  Partnership's  investment  account,  unrecorded  losses and
capital  contributions  payable to the  limited  partnerships  which were netted
against partner capital in the Local Limited Partnerships' financial statements.
The  Partnership's  investment  is also lower than the  Partnership's  equity as
shown in the Local Limited  Partnership's  combined financial  statements due to
the losses  recorded by the  Partnership  for the three month period ended March
31. Lastly,  the difference is due to the exclusion of the financial  statements
of  Alliance,  Hastings and  Evergreen  from the  combined  condensed  financial
information presented below. See Note 2 for discussion.

Equity in losses of 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.  During the year ended March 31, 2000, one of the
investment  accounts  reached a zero balance.  Losses related to that investment
totaled $123,000.

                                       26

<PAGE>
                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                       For the Year Ended March 31, 2000,
                  For The Three Months Ended March 31, 1999 and
                 For The Years Ended December 31, 1998 and 1997

NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued

Following is a summary of the equity method activity of the investments in Local
Limited Partnerships for the periods presented:
<TABLE>
<CAPTION>
                                                        For the Year      For the Three
                                                            Ended         Months Ended           For the Years Ended
                                                          March 31           March 31                December 31
                                                       ----------------   ---------------   -------------------------------
                                                            2000               1999             1998              1997
                                                       ----------------   ---------------   --------------    -------------
<S>                                                  <C>                <C>               <C>               <C>
Investments per balance sheet, beginning of period   $      12,250,789  $     12,559,525  $    13,836,734   $   12,782,751
Capital contributions paid, net                                 25,000                 -                -        1,373,557
Capital contributions payable to limited
 partnerships                                                        -                 -                -          526,644
Impairment loss on investments in limited
 partnerships (Note 2)                                        (995,804)                -                -                -
Cash advanced (Note 2)                                         205,080                 -                -                -
Accrued expense (Note 2)                                       146,135                 -                -                -
Capitalized acquisition fees and costs                         233,141             1,520           32,076           28,975
Tax credit adjustments                                               -                 -          (75,140)               -
Return of acquisition fees                                           -                 -                -          (42,551)
Distributions received                                               -            (7,563)         (23,047)          (8,340)
Equity in losses of limited partnerships                      (853,824)         (293,818)      (1,175,333)        (789,697)
Amortization of paid acquisition fees and costs                (42,439)           (8,875)         (35,765)         (34,605)
                                                       ----------------   ---------------   --------------    -------------

Investments per balance sheet, end of period         $      10,968,078  $     12,250,789  $    12,559,525   $   13,836,734
                                                       ================   ===============   ==============    =============
</TABLE>






                                       27
<PAGE>
                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                       For the Year Ended March 31, 2000,
                  For The Three Months Ended March 31, 1999 and
                 For The Years Ended December 31, 1998 and 1997

NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued

The financial  information from the individual financial statements of the Local
Limited Partnerships include rental and interest subsidies. Rental subsidies are
included in total revenues and interest  subsidies are generally  netted against
interest expense.  Approximate combined condensed financial information from the
individual financial statements of the Local Limited Partnerships as of December
31 and for the years  then  ended is as follows  (Combined  condensed  financial
information  for  Alliance,  Evergreen  and Hastings have been excluded from the
presentation below. See Note 2 for further discussion):

                        COMBINED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                    1999                1998
                                                                                                     (Restated)
                                                                               ---------------     ---------------

ASSETS
<S>                                                                          <C>                 <C>
Buildings and improvements, net of accumulated
 depreciation  for  1999 and  1998 of  $4,709,000  and
 $3,311,000, respectively                                                    $     37,998,000    $     39,079,000
Land                                                                                2,723,000           2,723,000
Other assets  (including due from  affiliates of $0 and
 $44,000 as of December 31, 1999 and 1998,
 respectively)                                                                      4,354,000           4,251,000
                                                                               ---------------     ---------------

                                                                             $     45,075,000    $     46,053,000
                                                                               ===============     ===============
LIABILITIES

Mortgage and construction loans payable                                      $     27,652,000    $     29,340,000
Other liabilities (including due to related parties of
 $979,000 and  $2,147,000  as of December 31, 1999 and
 1998, respectively)                                                                4,733,000           3,219,000
                                                                               ---------------     ---------------

                                                                                   32,385,000          32,559,000
                                                                               ---------------     ---------------
PARTNERS' CAPITAL

WNC California Housing Tax Credits Fund, V,
 L.P., Series 3                                                                     9,831,000          10,522,000
Other partners                                                                      2,859,000           2,972,000
                                                                               ---------------     ---------------

                                                                                   12,690,000          13,494,000
                                                                               ---------------     ---------------

                                                                             $     45,075,000    $     46,053,000
                                                                               ===============     ===============

</TABLE>

                                       28

<PAGE>
                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENT - CONTINUED

                       For the Year Ended March 31, 2000,
                  For The Three Months Ended March 31, 1999 and
                 For The Years Ended December 31, 1998 and 1997

NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued

                   COMBINED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                 1999               1998                1997
                                                                                 (Restated)          (Restated)
                                                            ---------------    ---------------     ---------------
<S>                                                       <C>                <C>                 <C>
Revenues                                                  $      5,457,000   $      5,332,000    $      4,788,000
                                                            ---------------    ---------------     ---------------
Expenses:
 Operating expenses                                              3,278,000          3,164,000           2,885,000
 Interest expense                                                1,519,000          1,579,000           1,465,000
 Depreciation and amortization                                   1,425,000          1,484,000           1,105,000
                                                            ---------------    ---------------     ---------------

  Total expenses                                                 6,222,000          6,227,000           5,455,000
                                                            ---------------    ---------------     ---------------

Net loss                                                  $       (765,000) $        (895,000)   $       (667,000)
                                                            ===============    ===============     ===============
Net loss  allocable to the  Partnership,  before equity
 in losses of Alliance, Evergreen and Hastings            $       (715,000) $        (832,000)   $       (596,000)
                                                            ===============    ===============     ===============
Net loss recorded by the Partnership,  before equity in
 losses of Alliance, Evergreen and Hastings               $       (686,000)          (832,000)           (596,000)

Net loss of Alliance allocable to the Partnership                  (49,000)           (63,000)            (79,000)

Net loss of Evergreen allocable to the Partnership                 (73,000)          (222,000)            (68,000)

Net loss of Hastings allocable to the Partnership                  (46,000)           (58,000)            (47,000)
                                                            ---------------    ---------------     ---------------

Net loss recorded by the Partnership                      $       (854,000) $      (1,175,000)   $       (790,000)
                                                            ===============    ===============     ===============
</TABLE>

Certain Local Limited  Partnerships have incurred  significant  operating losses
and  have  working  capital  deficiencies.  In the  event  these  Local  Limited
Partnerships continue to incur significant operating losses,  additional capital
contributions  by the  Partnership  and/or  the  Local  General  Partner  may be
required  to sustain  the  operations  of such Local  Limited  Partnerships.  If
additional  capital  contributions  are not made  when  they are  required,  the
Partnership's  investment in certain of such Local Limited Partnerships could be
impaired and the loss and recapture of the related tax credits could occur.

NOTE 4 - RELATED PARTY TRANSACTIONS

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 up to 7.5% 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 December 31, 1996, the
         Partnership incurred acquisition fees of $1,008,550 which were included
         in investments in limited partnerships.  During 1997,  acquisition fees
         of $42,551 were returned to the Partnership by an affiliate, as allowed
         by the terms of the  Partnership  Agreement,  resulting in  acquisition
         fees of $965,999 as of December 31, 1998 and March 31, 1999. Additional
         acquisition  fees of $234,796 were recorded during the year ended March
         31, 2000 bringing total  acquisition  fees to  $1,200,785.  Accumulated
         amortization  of these  capitalized  costs was  $133,032,  $94,962  and
         $86,912  as of  March  31,  2000  and  1999,  and  December  31,  1998,
         respectively.
                                       29
<PAGE>
                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                       For the Year Ended March 31, 2000,
                  For The Three Months Ended March 31, 1999 and
                 For The Years Ended December 31, 1998 and 1997

NOTE 4 - RELATED PARTY TRANSACTIONS, continued

         Reimbursement  of costs incurred by an affiliate of the General Partner
         in connection with the acquisition of Local Limited Partnerships. These
         reimbursements have not exceeded 1% of the gross proceeds.  As of March
         31, 2000 and 1999,  and  December 31, 1998,  the  Partnership  incurred
         acquisition  costs of $130,962,  $132,607 and  $131,087,  respectively,
         which  have been  included  in  investments  in  limited  partnerships.
         Accumulated amortization was $12,542, $8,173 and $7,348 as of March 31,
         2000 and 1999, and December 31, 1998, respectively.

         An  annual  asset  management  fee equal to the  greater  amount of (i)
         $2,000 for each Housing complex,  or (ii) 0.275% of gross proceeds.  In
         either case,  the fee will be decreased or increased  annually based on
         changes to the  Consumer  Price  Index.  However,  in no event will the
         maximum  amount  exceed  0.2% of the  invested  assets  of the  limited
         partnerships,  including  the  Partnership's  allocable  share  of  the
         mortgages.  Management fees of $49,500 and $12,375 were incurred during
         the year ended March 31, 2000 and the three months ended March 31, 1999
         and fees of $49,500 were incurred for the years ended December 31, 1998
         and 1997,  of which $63,242 and $49,500 were paid during the year ended
         March 31, 2000 and the three months ended March 31, 1999, respectively,
         and $0 and $110,000 were paid during the years ended  December 31, 1998
         and 1997, respectively.

         A  subordinated  disposition  fee in an amount equal to 1% of the sales
         price of real estate sold.  Payment of this fee is  subordinated to the
         limited  partners  receiving a preferred return of 14% through December
         31, 2006 and 6% thereafter  (as defined in the  Partnership  Agreement)
         and is payable  only if the General  Partner or its  affiliates  render
         services in the sales effort.

The accrued fees and expenses due to the General Partner and affiliates  consist
of the following:
<TABLE>
<CAPTION>
                                                                March 31                       December 31
                                                       ------------------------------   -----------------------------
                                                           2000             1999           1998             1997
                                                       -------------    -------------   ------------    -------------
<S>                                                  <C>              <C>             <C>             <C>
Reimbursements for expenses paid by the General
 Partner or an affiliate                             $       26,540   $       14,935  $      11,629   $        3,273

Asset management fee payable                                      -           13,742         50,867            1,367
                                                       -------------    -------------   ------------    -------------

Total                                                $       26,540   $       28,677  $      62,496   $        4,640
                                                       =============    =============   ============    =============
</TABLE>

NOTE 5 - PAYABLES TO LIMITED PARTNERSHIPS

Payables  to Local  Limited  Partnerships  represent  amounts  which  are due at
various  times  based  on  conditions   specified  in  the  respective   limited
partnership agreements.  These contributions are payable in installments and are
generally due upon the Local Limited Partnerships  achieving certain development
and  operating  benchmarks  (generally  within  two  years of the  Partnership's
initial investment).

NOTE 6 - INCOME TAXES

No provision  for income taxes has been recorded in the  accompanying  financial
statements as any  liability for income taxes is the  obligation of the partners
of the Partnership.

                                       30

<PAGE>
                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                       For the Year Ended March 31, 2000,
                  For The Three Months Ended March 31, 1999 and
                 For The Years Ended December 31, 1998 and 1997

NOTE 7 - SUBSCRIPTIONS AND NOTES RECEIVABLE

During 1996, the Partnership  received  subscriptions for 2,250 Units consisting
of receivables of $2,195,000 and promissory notes of $55,000,  all of which were
collected  in 1997.  Limited  partners who  subscribed  for ten or more Units of
limited  partnership  interest  ($10,000) could elect to pay 50% of the purchase
price in cash upon  subscription  and the  remaining  50% by the  delivery  of a
promissory note payable, together with interest at the rate of 10.25% per annum,
due no later than 13 months  after the  subscription  date.  Since  subscription
receivables were collected subsequent to year end but before the issuance of the
respective  financial  statements,  the  Partnership  reflected  such amounts as
capital  contributions  and an  asset in the  financial  statements.  Since  the
promissory  notes had not been  collected  prior to issuance  of the  respective
financial  statements,  the unpaid  balance  was  reflected  as a  reduction  of
partners' equity in the financial statements.  Upon collection of the promissory
notes,  such  amounts  were  reflected  as  capital  contributions  in the  year
collected.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

During the year, WNC identified a potential problem with a developer who, at the
time,  was the local  general  partner in six Local  Limited  Partnerships.  The
Partnership has 99% limited partnership  investments in three of those six Local
Limited  Partnerships.  Those  investments are Alliance  Apartments I, Evergreen
Apartments  I  and  Hastings  Apartments  I.  All  the  properties  continue  to
experience  operating  deficits.  The local general  partner  ceased funding the
operating deficits,  which placed the Local Limited  Partnerships in jeopardy of
foreclosure. Consequently, WNC voted to remove the local general partner and the
management company from the Local Limited Partnerships.  After the local general
partner contested its removal, WNC commenced legal action on behalf of the Local
Limited  Partnerships  and was  successful  in getting a receiver  appointed  to
manage the Local Limited  Partnerships  and an unaffiliated  entity appointed as
property  manager.  WNC was  subsequently  successful  in  attaining  a  summary
judgment to confirm the removal of the local general  partner,  the receiver was
discharged and WNC now controls all six of the Local Limited Partnerships.

The six Local Limited Partnerships (hereinafter referred to as "Defendants") are
now defendants in a separate lawsuit.  The lawsuit has been filed by eight other
partnerships   in  which  the  local  general   partner  of  the  Local  Limited
Partnerships is or was involved (the  "Plaintiffs").  The Plaintiffs allege that
the local general  partner  accepted  funds from the  Plaintiffs  and improperly
loaned these funds to the  Defendants.  Discovery in this lawsuit is ongoing and
WNC will continue to pursue an aggressive defense on behalf of the Defendants.

The Partnership has a 99% limited partnership  investment in Cascade Pines, L.P.
II ("Cascade"). Cascade is a defendant in a wrongful death lawsuit and a related
injury  lawsuit.  Cascade  carries  general  liability  and  extended  liability
insurance.  Discovery  for these  lawsuits is  ongoing,  but the  management  of
Cascade and WNC are unable to  determine  the outcome of these  lawsuits at this
time or their impact, if any, on the Partnership's financial statements.  Should
Cascade be  unsuccessful in its defense and the insurer denies  coverage,  which
they have  indicated  that they might,  or the insurance  coverage  proves to be
inadequate,  the  Partnership  may be  required  to sell its  investment  or may
otherwise lose its investment in Cascade.  Loss of the Cascade  investment could
result in recapture of tax credits and certain prior tax deductions.

                                       31


<PAGE>
Item  9.  Changes  in and  Disagreements  With  Accountants  on  Accounting  and
Financial Disclosure

NOT APPLICABLE

PART III.

Item 10. Directors and Executive Officers of the Registrant

The Partnership has no directors or executive officers of its own. The following
biographical  information is presented for the directors and executive  officers
of Associates which has principal responsibility for the Partnership's affairs.

Directors and Executive Officers of WNC & Associates, Inc.

The directors of WNC & Associates,  Inc. are Wilfred N. Cooper,  Sr., who serves
as Chairman of the Board,  John B.  Lester,  Jr.,  David N.  Shafer,  Wilfred N.
Cooper, Jr. and Kay L. Cooper.  The principal  shareholders of WNC & Associates,
Inc. are trusts established by Wilfred N. Cooper, Sr. and John B. Lester, Jr.

Wilfred  N.  Cooper,  Sr.,  age 69, is the  founder,  Chief  Executive  Officer,
Chairman of the Board and a Director of WNC &  Associates,  Inc.,  a Director of
WNC  Capital  Corporation,  and a  general  partner  in  some  of  the  programs
previously sponsored by the Sponsor. Mr. Cooper has been involved in real estate
investment and acquisition  activities since 1968.  Previously,  during 1970 and
1971, he was founder and principal of Creative Equity Development Corporation, a
predecessor of WNC & Associates,  Inc., and of Creative  Equity  Corporation,  a
real estate investment firm. For 12 years prior to that, Mr. Cooper was employed
by Rockwell  International  Corporation,  last serving as its manager of housing
and urban developments  where he had  responsibility  for factory-built  housing
evaluation and project management in urban planning and development.  Mr. Cooper
is a Director of the National Association of Home Builders (NAHB) and a National
Trustee  for NAHB's  Political  Action  Committee,  a Director  of the  National
Housing  Conference  (NHC)  and a member  of  NHC's  Executive  Committee  and a
Director of the National Multi-Housing Council (NMHC). Mr. Cooper graduated from
Pomona College in 1956 with a Bachelor of Arts degree.

John B. Lester, Jr., age 66, is Vice-Chairman,  a Director,  and a member of the
Acquisition  Committee of WNC & Associates,  Inc., and a Director of WNC Capital
Corporation.   Mr.  Lester  has  27  years  of  experience  in  engineering  and
construction  and has been involved in real estate  investment  and  acquisition
activities since 1986 when he joined the Sponsor. Previously, he was Chairman of
the Board and Vice President or President of E & L Associates,  Inc., a provider
of engineering and construction  services to the oil refinery and  petrochemical
industries,  which  he  co-founded  in  1973.  Mr.  Lester  graduated  from  the
University of Southern  California in 1956 with a Bachelor of Science  degree in
Mechanical Engineering.

Wilfred N.  Cooper,  Jr.,  age 37, is  President,  Chief  Operating  Officer,  a
Director and a member of the Acquisition Committee of WNC & Associates,  Inc. He
is President of, and a registered  principal  with, WNC Capital  Corporation,  a
member firm of the NASD, and is a Director of WNC  Management,  Inc. He has been
involved in investment and  acquisition  activities  with respect to real estate
since he joined the  Sponsor  in 1988.  Prior to this,  he served as  Government
Affairs  Assistant with Honda North America in Washington,  D.C. Mr. Cooper is a
member of the Advisory Board for LIHC Monthly Report,  a Director of NMHC and an
Alternate  Director of NAHB. He graduated  from The American  University in 1985
with a Bachelor of Arts degree.

David N.  Shafer,  age 48, is  Executive  Vice  President,  a Director,  General
Counsel and a member of the Acquisition Committee of WNC & Associates, Inc., and
a Director and Secretary of WNC Management, Inc. Mr. Shafer has been involved in
real estate  investment and acquisition  activities since 1984. Prior to joining
the Sponsor in 1990, he was  practicing  law with a specialty in real estate and
taxation.  Mr. Shafer is a Director and President of the  California  Council of
Affordable  Housing  and a member  of the State Bar of  California.  Mr.  Shafer
graduated  from the  University  of  California  at Santa Barbara in 1978 with a
Bachelor of Arts degree, from the New England School of Law in 1983 with a Juris
Doctor  degree (cum laude) and from the  University  of San Diego in 1986 with a
Master of Law degree in Taxation.

                                       32

<PAGE>
Michael L. Dickenson, age 43, is Vice President and Chief Financial Officer, and
a member of the  Acquisition  Committee  of WNC &  Associates,  Inc.,  and Chief
Financial Officer of WNC Management,  Inc. He has been involved with acquisition
and  investment  activities  with  respect to real estate  since 1985.  Prior to
joining the Sponsor in March 1999, he was the Director of Financial  Services at
TrizecHahn  Centers Inc., a developer  and operator of  commercial  real estate,
from 1995 to 1999,  a Senior  Manager  with E&Y  Kenneth  Leventhal  Real Estate
Group, Ernst & Young, LLP, from 1988 to 1995, and Vice President of Finance with
Great Southwest  Companies,  a commercial and residential real estate developer,
from  1985 to 1988.  Mr.  Dickenson  is a  member  of the  Financial  Accounting
Standards  Committee for the National  Association of Real Estate  Companies and
the  American  Institute  of  Certified  Public  Accountants,  and a Director of
HomeAid  Southern  California,  a charitable  organization  affiliated  with the
building  industry.  He  graduated  from  Texas Tech  University  in 1978 with a
Bachelor of Business  Administration  -  Accounting  degree,  and is a Certified
Public Accountant in California and Texas.

Thomas J. Riha, age 45, is Vice President - Asset Management and a member of the
Acquisition  Committee  of WNC &  Associates,  Inc.  and a  Director  and  Chief
Executive  Officer  of WNC  Management,  Inc.  Mr.  Riha  has been  involved  in
acquisition  and investment  activities  with respect to real estate since 1979.
Prior to joining the  Sponsor in 1994,  Mr.  Riha was  employed by Trust  Realty
Advisor, a real estate acquisition and management company,  last serving as Vice
President - Operations. Mr. Riha graduated from the California State University,
Fullerton  in 1977 with a  Bachelor  of Arts  degree  (cum  laude)  in  Business
Administration  with a  concentration  in Accounting  and is a Certified  Public
Accountant  and  a  member  of  the  American   Institute  of  Certified  Public
Accountants.

Sy P. Garban,  age 54, is Vice  President -  Institutional  Investments of WNC &
Associates, Inc. and has been employed by the Sponsor since 1989. Mr. Garban has
been involved in real estate investment  activities since 1978. Prior to joining
the Sponsor he served as Executive  Vice  President of MRW,  Inc., a real estate
development  and management  firm.  Mr. Garban is a member of the  International
Association of Financial  Planners.  He graduated from Michigan State University
in 1967 with a Bachelor of Science degree in Business Administration.

N. Paul Buckland,  age 37, is Vice President - Acquisitions  and a member of the
Acquisition  Committee of WNC &  Associates,  Inc. He has been  involved in real
estate  acquisitions and investments since 1986 and has been employed with WNC &
Associates, Inc. since 1994. Prior to that, he served on the development team of
the Bixby Ranch that  constructed  apartment  units and Class A office  space in
California and neighboring  states,  and as a land acquisition  coordinator with
Lincoln  Property   Company  where  he  identified  and  analyzed   multi-family
developments. Mr. Buckland graduated from California State University, Fullerton
in 1992 with a Bachelor of Science degree in Business Finance.

David Turek, age 45, is Vice President - Originations of WNC & Associates,  Inc.
He has been involved with real estate  investment and finance  activities  since
1976 and has been employed by WNC & Associates,  Inc.  since 1996.  From 1995 to
1996,  Mr. Turek served as a consultant  for a national Tax Credit sponsor where
he was responsible for on-site feasibility studies and due diligence analyses of
Tax Credit properties.  From 1990 to 1995, he was involved in the development of
conventional  and tax credit  multi-family  housing.  He is a Director  with the
Texas Council for Affordable Rural Housing and graduated from Southern Methodist
University in 1976 with a Bachelor of Business Administration degree.

Kay L. Cooper,  age 63, is a Director of WNC & Associates,  Inc. Mrs. Cooper was
the founder and sole  proprietor  of Agate 108, a  manufacturer  and retailer of
home  accessory  products,  from 1975 until 1998.  She is the wife of Wilfred N.
Cooper,  Sr.,  the mother of Wilfred  N.  Cooper,  Jr. and the sister of John B.
Lester,  Jr. Ms. Cooper graduated from the University of Southern  California in
1958 with a Bachelor of Science degree.

                                       33

<PAGE>
Item 11.  Executive Compensation

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

(a)   Annual Asset Management Fee. An annual asset management fee of the greater
      of (i) $2,000 per  multi-family  housing  complex or (ii)  0.275% of Gross
      Proceeds.  The base fee amount will be adjusted  annually based on changes
      in the  Consumer  Price  Index,  however in no event will the annual asset
      management fee exceed 0.2% of Invested Assets. "Invested Assets" means the
      sum of the Partnership's  Investment in Local Limited Partnerships and the
      Partnership's  allocable  share of the  amount of  mortgages  on and other
      indebtedness  related to the Housing Complexes.  Fees of $49,500,  $12,375
      and $49,500 were incurred  during the year ended March 31, 2000, the three
      months  ended  March  31,  1999  and the year  ended  December  31,  1998,
      respectively.  The Partnership  paid the General Partner or its affiliates
      $63,242, $49,500 and $0 of these fees during the year ended March 31, 2000
      and the three months ended March 31, 1999 and the year ended  December 31,
      1998, respectively.

(b)   Subordinated  Disposition Fee. A subordinated disposition fee in an amount
      equal to 1% of the sale  price  received  in  connection  with the sale or
      disposition of a Housing  Complex or Local Limited  Partnership  Interest.
      Subordinated  disposition fees will be subordinated to the prior return of
      the Limited Partners'  capital  contributions and payment of the Return on
      Investment  to the  Limited  Partners.  "Return  on  Investment"  means an
      annual,  cumulative but not compounded,  "return" to the Limited  Partners
      (including  Low  Income  Housing  Credits)  as a class on  their  adjusted
      capital contributions  commencing for each Limited Partner on the last day
      of the  calendar  quarter  during  which  the  Limited  Partner's  capital
      contribution is received by the  Partnership,  calculated at the following
      rates:  (i) 14% through  December  31, 2006 and (ii) 6% for the balance of
      the Partnerships term. No disposition fees have been paid.

(c)   Interest  in  Partnership.   The  General  Partner   receives  1%  of  the
      Partnership's  allocated Low Income Housing  Credits,  which  approximated
      $24,000 for the General  Partner for the year ended December 31, 1998. The
      General  Partners are also  entitled to receive 1% of cash  distributions.
      There were no  distributions  of cash to the General  Partners  during the
      year ended March 31, 2000, the three months ended March 31, 1999 or during
      the year ended December 31, 1998.

Item 12. Security Ownership of Certain Beneficial Owners and Management

(a)      Security Ownership of Certain Beneficial Owners

         The  following  are the only  limited  partners  known  to the  General
         Partner to own beneficially in excess of 5% of the outstanding Units.
<TABLE>
<CAPTION>


                 Title of Class        Name and Address of Beneficial Owner      Amount of     Percent of Class
                                                                                   Units
                                                                                Controlled
            -------------------------- -------------------------------------- ---------------- ------------------

<S>                                       <C>                                   <C>                  <C>
                Units of Limited              Sempra Energy Financial           4,560 units          25.3%
              Partnership Interests               P.O. Box 126943
                                             San Diego, CA 92113-6943

                Units of Limited          Western Financial Savings Bank        1,068 units          5.9%
              Partnership Interests                 23 Pasteur
                                                 Irvine, CA 92718
</TABLE>

(b)      Security Ownership of Management

         Neither the General Partner, its affiliates, nor any of the officers or
         directors  of the General  Partner or its  affiliates  own  directly or
         beneficially any Units in the Partnership.

                                       34

<PAGE>


(c)      Changes in Control

         The management and control of the General Partner may be changed at any
         time in  accordance  with its  organizational  documents,  without  the
         consent  or  approval  of  the  Limited  Partners.  In  addition,   the
         Partnership  Agreement  provides  for  the  admission  of one  or  more
         additional and successor General Partners in certain circumstances.

         First,   with  the  consent  of  any  other  General   Partners  and  a
         majority-in-interest  of the Limited Partners,  any General Partner may
         designate  one or more persons to be successor  or  additional  General
         Partners. In addition,  any General Partner may, without the consent of
         any other General  Partner or the Limited  Partners,  (i) substitute in
         its  stead  as  General  Partner  any  entity  which  has,  by  merger,
         consolidation or otherwise,  acquired  substantially all of its assets,
         stock or other evidence of equity  interest and continued its business,
         or (ii) cause to be admitted to the  Partnership an additional  General
         Partner or  Partners  if it deems such  admission  to be  necessary  or
         desirable so that the Partnership  will be classified a partnership for
         Federal income tax purposes.  Finally,  a  majority-in-interest  of the
         Limited  Partners  may at any time  remove the  General  Partner of the
         Partnership and elect a successor General Partner.

Item 13.  Certain Relationships and Related Transactions

The General Partner manages all of the Partnership's  affairs.  The transactions
with  the  General  Partner  are  primarily  in the  form  of  fees  paid by the
Partnership for services  rendered to the Partnership and the General  Partner's
interest in the  Partnership,  as  discussed  in Item 11 and in the notes to the
Partnership's financial statements.









                                       35
<PAGE>
PART IV.

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

Financial Statements

(a)(1)   Financial statements included in Part II hereof:

         Report of Independent Certified Public Accountants
         Independent Auditors' Report
         Balance Sheets, March 31, 2000 and 1999 and December 31, 1998
         Statements of Operations  for the year ended March 31, 2000, the  three
          months ended  March  31, 1999 and for the years ended  December 31,
          1998 and 1997
         Statements of Partners'  Equity (Deficit) for the year ended  March 31,
          2000, the three months ended March 31, 1999 and for the years ended
          December 31, 1998 and 1997
         Statements of Cash Flows for the year ended March 31, 2000,  the  three
          months ended  March  31, 1999 and for the years ended  December 31,
          1998 and 1997
         Notes to Financial Statements

(a)(2)   Financial statement schedules included in Part IV hereof:

         Report of Independent Certified  Public  Accountants on Financial Stat-
          ment Schedules
         Schedule III - Real Estate Owned by Local Limited Partnerships

(b)      Reports on Form 8-K

1.       A Form 8-K dated May 13, 1999 was filed on May 14, 1999  reporting  the
         Partnership's  change  in  fiscal  year end to March  31. No  financial
         statements were included.

(c)      Exhibits

3.1      Articles  of   incorporation   and  by-laws:   The  registrant  is  not
         incorporated. The Partnership Agreement is included as Exhibit B to the
         Prospectus,  filed as Exhibit 28.1 to Form 10-K dated December 31, 1995
         is hereby incorporated herein by reference as exhibit 3.1.

10.1     Amended and  Restated  Agreement of Limited  Partnership  of  Evergreen
         Apartments  I Limited  Partnership  filed as exhibit  10.1 to  Form 8-K
         dated November 14, 1995 is hereby  incorporated herein by  reference as
         exhibit 10.1.

10.2     Amended and  Restated  Agreement  of  Limited  Partnership  of Shepherd
         South  Apartments  I,  Ltd.  filed  as  exhibit  10.1 to Form 8-K dated
         December  14,  1995 is  hereby  incorporated  herein  by  reference  as
         exhibit 10.2.

10.3     Amended  and  Restated  Agreement  of  Limited  Partnership  of  Patten
         Towers,  L.P. II filed as  exhibit 10.1 to Form 8-K dated  December 21,
         1995 is hereby incorporated herein by reference as exhibit 10.3.


                                       36
<PAGE>

10.4     Second  Amended  and  Restated  Agreement  of  Limited  Partnership  of
         Alliance  Apartments  I Limited  Partnership  filed as exhibit  10.7 to
         Post-Effective Amendment No.2 to Registration Statement on Form S-11 of
         the Partnership is hereby  incorporated  herein by reference as exhibit
         10.4.

10.5     Amended  and  Restated  Agreement  of Limited  Partnership  of Hastings
         Apartments   I   Limited   Partnership   filed  as   exhibit   10.8  to
         Post-Effective Amendment No.2 to Registration Statement on Form S-11 of
         the Partnership is hereby  incorporated  herein by reference as exhibit
         10.5.

10.6     Agreement  of Limited  Partnership  of  Raymond  S. King  Apartments  I
         Limited Partnership filed as exhibit 10.9 to  Post-Effective  Amendment
         No. 2 to  Registration  Statement on Form S-11  of the  Partnership  is
         hereby incorporated herein by reference as exhibit 10.6

10.7.    Amended and  Restated  Agreement of Limited  Partnership  of  Talladega
         County  Housing,   Ltd.  filed  as  exhibit  10.10  to  Post-Effective
         Amendment  No.  to   Registration   Statement  on   Form  S-11  of  the
         Partnership  is hereby  incorporated  herein by  reference  as  exhibit
         10.7.

10.8     Amended and Restated  Agreement of Limited  Partnership  of The Willows
         Limited Partnership filed as exhibit 10.11 to Post-Effective  Amendment
         No. to Registration Statement on Form S-11 of the Partnership is hereby
         incorporated herein by reference as exhibit 10.8

10.9     Amended and Restated Agreement of Limited Partnership of  Cascade Pines
         L.P.  II filed as  exhibit  10.1 to Form 8-K dated  April 26,  1996  is
         hereby incorporated herein by reference as exhibit 10.9

10.10    Amended and  Restated  Agreement  of Limited  Partnership  of Rosedale
         Limited  Partnership filed as exhibit 10.2 to Form 8-K dated April 26,
         1996 is hereby incorporated herein by reference as exhibit 10.10

10.11    Amended and Restated Agreement of Limited  Partnership of  Blessed Rock
         of El Monte filed as exhibit 10.1 to Form 8-K dated  September 17, 1996
         is hereby incorporated herein by reference as exhibit 10.11

10.12    Amended and  Restated  Agreement  of Limited  Partnership  of  Broadway
         Apartments,  Limited  Partnership  filed  as  exhibit  10.1 to Form 8-K
         dated April 10, 1997 is hereby  incorporated  herein  by  reference  as
         exhibit 10.12

(d) Financial  statement  schedules  follow,  as set forth in subsection  (a)(2)
hereof.






                                       37
<PAGE>


              Report of Independent Certified Public Accountants on
                          Financial Statement Schedules


To the Partners
WNC Housing Tax Credit Fund V, L.P., Series 3


The audits  referred to in our report dated July 3, 2000,  relating to the 2000,
1999 and 1998  financial  statements  of WNC  Housing  Tax Credit  Fund V, L.P.,
Series 3 (the  "Partnership"),  which is  contained in Item 8 of this Form 10-K,
included  the  audit of the  accompanying  financial  statement  schedules.  The
financial  statement  schedules  are  the  responsibility  of the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statement  schedules  based  upon  our  audits.  The  opinion  to the  financial
statements contains an audit scope limitation paragraph describing the inability
of other  auditors to express an opinion on the  financial  statements  of three
limited partnerships.

In our opinion,  such  financial  statement  schedules  present  fairly,  in all
material respects, the financial information set forth therein.


                                    /s/  BDO SEIDMAN, LLP
                                         BDO SEIDMAN, LLP


Orange County, California
July 3, 2000





                                       38

<PAGE>
WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000
<TABLE>
<CAPTION>
                                         ----------------------------------   ------------------------------------------------------
                                                As of March 31, 2000                            As of December 31, 1999
                                         ----------------------------------   ------------------------------------------------------
                                         Partnership's Total   Amount of       Encumbrances of                               Net
                                         Investment in Local   Investment      Local Limited   Property and   Accumulated    Book
Partnership Name           Location      Limited Partnerships  Paid to Date    Partnerships    Equipment      Depreciation   Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>               <C>                <C>          <C>            <C>          <C>
Alliance Apartments I      Alliance,
Limited Partnership        Nebraska       $     604,000     $    604,000                  *            *             *             *

Blessed Rock of El Monte   El Monte,
                           California         2,511,000        2,511,000          2,678,000    9,291,000       489,000     8,802,000

Broadway Apartments,       Hobbs,
Limited Partnership        New Mexico         2,029,000        1,957,000          1,391,000    3,425,000       298,000     3,127,000

Cascade Pines, L.P. II     Atlanta,
                           Georgia            1,347,000        1,347,000          7,898,000    8,488,000       937,000     7,551,000

Curtis Associates I, L.P.  Curtis,
                           Nebraska              88,000           88,000            426,000      497,000        61,000       436,000

Escatawpa Village          Escatawpa,
Associates, Limited        Mississippi          249,000          249,000            895,000    1,418,000       150,000     1,268,000
Partnership

Evergreen Apartments I     Tulsa,
Limited Partnership        Oklahoma             549,000          549,000                  *            *             *             *

Hastings Apartments I,     Hastings,
Limited Partnership        Nebraska             542,000          542,000                  *            *             *             *

Heritage Apartments I,     Berkeley,
L.P.                       Missouri             752,000          752,000            680,000    1,679,000       140,000     1,539,000

* Results of Alliance  Apartments  I, L.P.,  Evergreen  Apartments  I, L.P.  and
Hastings Apartments I, L.P. have not been audited and thus have been excluded.
See Note 2 to the financial statements  and report of certified  public account-
ants.

</TABLE>
                                       39
<PAGE>


WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000
<TABLE>
<CAPTION>
                                         ----------------------------------   ------------------------------------------------------
                                                As of March 31, 2000                             As of December 31, 1999
                                         ----------------------------------   ------------------------------------------------------
                                         Partnership's Total   Amount of       Encumbrances of                               Net
                                         Investment in Local   Investment      Local Limited   Property and   Accumulated    Book
Partnership Name           Location      Limited Partnerships  Paid to Date    Partnerships    Equipment      Depreciation   Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>               <C>                <C>          <C>            <C>          <C>
Hillcrest Associates, a    Ontario,
Limited Partnership        Oregon               354,000          354,000          1,298,000    1,700,000       239,000     1,461,000

Patten Towers, L.P. II     Chattanooga,
                           Tennessee          2,154,000        2,154,000          6,945,000   10,823,000     1,475,000     9,348,000

Prairieland Properties     Syracuse,
of Syracuse II, L.P.       Kansas                85,000           85,000            294,000      511,000        56,000       455,000

Raymond S. King            Greensboro,
Apartments Limited         North Carolina       437,000          437,000            782,000    1,096,000       118,000       978,000
Partnership

Rosedale Limited           Silver City,
Partnership                New Mexico           309,000          309,000          1,321,000    1,679,000       250,000     1,429,000

Shepherd South             Shepherd,
Apartments I, Ltd.         Texas                121,000          121,000            561,000      732,000        88,000       644,000

Solomon Associates I,      Solomon,
L.P.                       Kansas               138,000          138,000            567,000      717,000        98,000       619,000

Talladega County           Talladega,
Housing Ltd.               Alabama              653,000          653,000            804,000    1,469,000       156,000     1,313,000

The Willows Apartments     Morganton, North
Limited Partnership        Carolina             841,000          841,000          1,112,000    1,905,000       154,000     1,751,000
                                             ----------       ----------         ----------   ----------     ---------    ----------
                                          $  13,763,000     $ 13,691,000       $ 27,652,000 $ 45,430,000   $ 4,709,000  $ 40,721,000
                                             ==========       ==========         ==========   ==========     =========    ==========
</TABLE>

                                       40

<PAGE>



WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000
<TABLE>
<CAPTION>
                                         ---------------------------------------------------------------------------------
                                                                  For the year ended December 31, 1999
                                         ---------------------------------------------------------------------------------
                                                                                                Year          Estimated
                                                                                                Investment    Useful Life
Partnership Name                             Rental Income       Net Loss         Status        Acquired      (Years)
--------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                  <C>                 <C>                <C>              <C>
Alliance Apartments I Limited
Partnership                                              *              *        Completed          1997             40

Blessed Rock of El Monte                    $      660,000   $    (80,000)       Completed          1997             40

Broadway Apartments, Limited
Partnership                                        221,000       (178,000)       Completed          1997             40

Cascade Pines, L.P. II                           1,785,000       (280,000)       Completed          1997             40

Curtis Associates I, L.P.                           35,000        (15,000)       Completed          1997           27.5

Escatawpa Village Associates, Limited
Partnership                                        120,000        (25,000)       Completed          1997           27.5

Evergreen Apartments I Limited
Partnership                                              *              *        Completed          1996             40

Hastings Apartments I, Limited
Partnership                                              *              *        Completed          1996             40

Heritage Apartments I, L.P.                         99,000        (56,000)       Completed          1997           27.5

Hillcrest Associates, A Limited
Partnership                                        191,000         (5,000)       Completed          1997           27.5

Patten Towers, L.P. II                           1,489,000         37,000        Completed          1996           27.5

Prairieland Properties of Syracuse
II, L.P.                                            53,000         (6,000)       Completed          1997           27.5

Raymond S. King Apartments Limited
Partnership                                         58,000        (37,000)       Completed          1997             30

Rosedale Limited Partnership                       138,000        (39,000)       Completed          1997             30

Shepherd South Apartments I, Ltd.                   79,000          4,000        Completed          1996             40

Solomon Associates I, L.P.                          90,000        (22,000)       Completed          1997           27.5

Talladega County Housing Ltd.                       86,000        (43,000)       Completed          1996             40

The Willows Apartments Limited
Partnership                                        120,000        (20,000)       Completed          1997             40
                                              ------------     ----------
                                            $    5,224,000   $   (765,000)
                                              ============     ==========
</TABLE>

                                       41
<PAGE>

WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 1999
<TABLE>
<CAPTION>
                                         ----------------------------------- -------------------------------------------------------
                                                  As of March 31, 1999                         As of December 31, 1998
                                         ----------------------------------- -------------------------------------------------------
                                         Partnership's Total   Amount of       Encumbrances of                               Net
                                         Investment in Local   Investment      Local Limited   Property and   Accumulated    Book
Partnership Name           Location      Limited Partnerships  Paid to Date    Partnerships    Equipment      Depreciation   Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>               <C>                <C>          <C>            <C>          <C>
Alliance Apartments I      Alliance,
Limited Partnership        Nebraska       $     604,000     $    604,000       $    615,000 $  1,549,000   $   141,000  $  1,408,000

Blessed Rock of El Monte   El Monte,
                           California         2,511,000        2,511,000          3,841,000    9,289,000       279,000     9,010,000

Broadway Apartments,       Hobbs,
Limited Partnership        New Mexico         2,004,000        1,931,000          1,402,000    3,334,000       156,000     3,178,000

Cascade Pines, L.P. II     Atlanta,
                           Georgia            1,347,000        1,347,000          8,023,000    8,392,000       706,000     7,686,000

Curtis Associates I, L.P.  Curtis,
                           Nebraska              88,000           66,000            427,000      497,000        44,000       453,000

Escatawpa Village          Escatawpa,
Associates, Limited        Mississippi          249,000          249,000            898,000    1,417,000       100,000     1,317,000
Partnership

Evergreen Apartments I     Tulsa,
Limited Partnership        Oklahoma             549,000          549,000            652,000    1,886,000       199,000     1,687,000

Hastings Apartments I,     Hastings,
Limited Partnership        Nebraska             542,000          542,000            611,000    1,335,000       106,000     1,229,000

Heritage Apartments I,     Berkeley,
L.P.                       Missouri             752,000          752,000            694,000    1,679,000        80,000     1,599,000

</TABLE>
                                       42
<PAGE>


WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 1999
<TABLE>
<CAPTION>
                                         ----------------------------------- -------------------------------------------------------
                                                As of March 31, 1999                          As of December 31, 1998
                                         ----------------------------------- -------------------------------------------------------
                                         Partnership's Total   Amount of       Encumbrances of                               Net
                                         Investment in Local   Investment      Local Limited   Property and   Accumulated    Book
Partnership Name           Location      Limited Partnerships  Paid to Date    Partnerships    Equipment      Depreciation   Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>               <C>                <C>          <C>            <C>          <C>
Hillcrest Associates, a    Ontario,
Limited Partnership        Oregon               354,000          354,000          1,301,000    1,697,000       198,000     1,499,000

Patten Towers, L.P. II     Chattanooga,
                           Tennessee          2,154,000        2,154,000          7,275,000   10,715,000     1,095,000     9,620,000

Prairieland Properties     Syracuse,
of Syracuse II, L.P.       Kansas                85,000           85,000            294,000      511,000        37,000       474,000

Raymond S. King            Greensboro,
Apartments                 North Carolina       437,000          437,000            782,000    1,096,000        84,000     1,012,000
Limited
Partnership

Rosedale Limited           Silver City,
Partnership                New Mexico           309,000          309,000          1,324,000    1,679,000       193,000     1,486,000

Shepherd South             Shepherd,
Apartments I, Ltd.         Texas                121,000          121,000            577,000      720,000        57,000       663,000

Solomon Associates I,      Solomon,
L.P.                       Kansas               138,000          138,000            569,000      716,000        68,000       648,000

Talladega County           Talladega,
Housing Ltd.               Alabama              653,000          653,000            811,000    1,466,000       112,000     1,354,000

The Willows Apartments     Morganton, North
Limited Partnership        Carolina             841,000          841,000          1,122,000    1,905,000       102,000     1,803,000
                                             ----------       ----------         ----------   ----------     ---------    ----------
                                          $  13,738,000     $ 13,643,000       $ 31,218,000 $ 49,883,000   $ 3,757,000  $ 46,126,000
                                             ==========       ==========         ==========   ==========     =========    ==========
</TABLE>
                                       43
<PAGE>

WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 1999
<TABLE>
<CAPTION>
                                         ---------------------------------------------------------------------------------
                                                                  For the year ended December 31, 1998
                                         ---------------------------------------------------------------------------------
                                                                                                Year          Estimated
                                                                                                Investment    Useful Life
Partnership Name                             Rental Income       Net Loss         Status        Acquired      (Years)
--------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                  <C>                 <C>                <C>              <C>
Alliance Apartments I Limited
Partnership                                 $       65,000   $    (64,000)       Completed          1997             40

Blessed Rock of El Monte                           656,000       (111,000)       Completed          1997             40

Broadway Apartments, Limited
Partnership                                        152,000       (285,000)       Completed          1997             40

Cascade Pines, L.P. II                           1,821,000       (152,000)       Completed          1997             40

Curtis Associates I, L.P.                           30,000        (24,000)       Completed          1997           27.5

Escatawpa Village Associates, Limited
Partnership                                        119,000        (25,000)       Completed          1997           27.5

Evergreen Apartments I Limited
Partnership                                        174,000       (224,000)       Completed          1996             40

Hastings Apartments I, Limited
Partnership                                         83,000        (59,000)       Completed          1996             40

Heritage Apartments I, L.P.                        102,000        (45,000)       Completed          1997           27.5

Hillcrest Associates, A Limited
Partnership                                        188,000        (37,000)       Completed          1997           27.5

Patten Towers, L.P. II                           1,483,000        (38,000)       Completed          1996           27.5

Prairieland Properties of Syracuse
II, L.P.                                            51,000         (9,000)       Completed          1997           27.5

Raymond S. King Apartments Limited
Partnership                                         65,000        (32,000)       Completed          1997             30

Rosedale Limited Partnership                       135,000        (47,000)       Completed          1997             30

Shepherd South Apartments I, Ltd.                   87,000         (4,000)       Completed          1996             40

Solomon Associates I, L.P.                          92,000        (27,000)       Completed          1997           27.5

Talladega County Housing Ltd.                       86,000        (41,000)       Completed          1996             40

The Willows Apartments Limited
Partnership                                        112,000        (19,000)       Completed          1997             40
                                              ------------     ----------
                                            $    5,501,000   $ (1,243,000)
                                              ============     ==========
</TABLE>
                                       44

<PAGE>
WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
December 31, 1998
<TABLE>
<CAPTION>
                                         -------------------------------------------------------------------------------------------
                                                                          As of December 31, 1998
                                         -------------------------------------------------------------------------------------------
                                         Partnership's Total   Amount of       Encumbrances of                               Net
                                         Investment in Local   Investment      Local Limited   Property and   Accumulated    Book
Partnership Name           Location      Limited Partnerships  Paid to Date    Partnerships    Equipment      Depreciation   Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>               <C>                <C>          <C>            <C>          <C>
Alliance Apartments I      Alliance,
Limited Partnership        Nebraska       $     604,000     $    604,000       $    615,000 $  1,549,000   $   141,000  $  1,408,000

Blessed Rock of El Monte   El Monte,
                           California         2,511,000        2,511,000          3,841,000    9,289,000       279,000     9,010,000

Broadway Apartments,       Hobbs,
Limited Partnership        New Mexico         2,004,000        1,931,000          1,402,000    3,334,000       156,000     3,178,000

Cascade Pines, L.P. II     Atlanta,
                           Georgia            1,347,000        1,347,000          8,023,000    8,392,000       706,000     7,686,000

Curtis Associates I, L.P.  Curtis,
                           Nebraska              88,000           66,000            427,000      497,000        44,000       453,000

Escatawpa Village          Escatawpa,
Associates, Limited        Mississippi          249,000          249,000            898,000    1,417,000       100,000     1,317,000
Partnership

Evergreen Apartments I     Tulsa,
Limited Partnership        Oklahoma             549,000          549,000            652,000    1,886,000       199,000     1,687,000

Hastings Apartments I,     Hastings,
Limited Partnership        Nebraska             542,000          542,000            611,000    1,335,000       106,000     1,229,000

Heritage Apartments I,     Berkeley,
L.P.                       Missouri             752,000          752,000            694,000    1,679,000        80,000     1,599,000

</TABLE>
                                       45
<PAGE>

WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
December 31, 1998
<TABLE>
<CAPTION>
                                         -------------------------------------------------------------------------------------------
                                                                                 As of December 31, 1998
                                         -------------------------------------------------------------------------------------------
                                         Partnership's Total   Amount of       Encumbrances of                               Net
                                         Investment in Local   Investment      Local Limited   Property and   Accumulated    Book
Partnership Name           Location      Limited Partnerships  Paid to Date    Partnerships    Equipment      Depreciation   Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>               <C>                <C>          <C>            <C>          <C>
Hillcrest Associates, a    Ontario,
Limited Partnership        Oregon               354,000          354,000          1,301,000    1,697,000       198,000     1,499,000

Patten Towers, L.P. II     Chattanooga,
                           Tennessee          2,154,000        2,154,000          7,275,000   10,715,000     1,095,000     9,620,000

Prairieland Properties     Syracuse,
of Syracuse II, L.P.       Kansas                85,000           85,000            294,000      511,000        37,000       474,000

Raymond S. King            Greensboro,
Apartments Limited         North Carolina       437,000          437,000            782,000    1,096,000        84,000     1,012,000
Partnership

Rosedale Limited           Silver City,
Partnership                New Mexico           309,000          309,000          1,324,000    1,679,000       193,000     1,486,000

Shepherd South             Shepherd,
Apartments I, Ltd.         Texas                121,000          121,000            577,000      720,000        57,000       663,000

Solomon Associates I,      Solomon,
L.P.                       Kansas               138,000          138,000            569,000      716,000        68,000       648,000

Talladega County           Talladega,
Housing Ltd.               Alabama              653,000          653,000            811,000    1,466,000       112,000     1,354,000

The Willows Apartments     Morganton, North
Limited Partnership        Carolina             841,000          841,000          1,122,000    1,905,000       102,000     1,803,000
                                             ----------       ----------         ----------   ----------     ---------    ----------
                                          $  13,738,000     $ 13,643,000       $ 31,218,000 $ 49,883,000   $ 3,757,000  $ 46,126,000
                                             ==========       ==========         ==========   ==========     =========    ==========
</TABLE>
                                       46
<PAGE>

WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
December 31, 1998
<TABLE>
<CAPTION>
                                         ---------------------------------------------------------------------------------
                                                                  For the year ended December 31, 1998
                                         ---------------------------------------------------------------------------------
                                                                                                Year          Estimated
                                                                                                Investment    Useful Life
Partnership Name                             Rental Income       Net Loss         Status        Acquired      (Years)
--------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                  <C>                 <C>                <C>              <C>
Alliance Apartments I Limited
Partnership                                 $       65,000   $    (64,000)       Completed          1997             40

Blessed Rock of El Monte                           656,000       (111,000)       Completed          1997             40

Broadway Apartments, Limited
Partnership                                        152,000       (285,000)       Completed          1997             40

Cascade Pines, L.P. II                           1,821,000       (152,000)       Completed          1997             40

Curtis Associates I, L.P.                           30,000        (24,000)       Completed          1997           27.5

Escatawpa Village Associates, Limited
Partnership                                        119,000        (25,000)       Completed          1997           27.5

Evergreen Apartments I Limited
Partnership                                        174,000       (224,000)       Completed          1996             40

Hastings Apartments I, Limited
Partnership                                         83,000        (59,000)       Completed          1996             40

Heritage Apartments I, L.P.                        102,000        (45,000)       Completed          1997           27.5

Hillcrest Associates, A Limited
Partnership                                        188,000        (37,000)       Completed          1997           27.5

Patten Towers, L.P. II                           1,483,000        (38,000)       Completed          1996           27.5

Prairieland Properties of Syracuse
II, L.P.                                            51,000         (9,000)       Completed          1997           27.5

Raymond S. King Apartments Limited
Partnership                                         65,000        (32,000)       Completed          1997             30

Rosedale Limited Partnership                       135,000        (47,000)       Completed          1997             30

Shepherd South Apartments I, Ltd.                   87,000         (4,000)       Completed          1996             40

Solomon Associates I, L.P.                          92,000        (27,000)       Completed          1997           27.5

Talladega County Housing Ltd.                       86,000        (41,000)       Completed          1996             40

The Willows Apartments Limited
Partnership                                        112,000        (19,000)       Completed          1997             40
                                              ------------     ----------
                                            $    5,501,000   $ (1,243,000)
                                              ============     ==========
</TABLE>
                                       47

<PAGE>

Pursuant to the  requirements of Section 13 or 15(d) 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 V, L.P., SERIES 3

By:    WNC & Associates, Inc.       General Partner

By: /s/ Wilfred N. Cooper, Sr.
Wilfred N. Cooper, Sr.,
Chairman and Chief Executive Officer of WNC & Associates, Inc.

Date: September 1, 2000


By: /s/ Michael L. Dickenson
Michael L. Dickenson,
Vice-President - Chief Financial Officer of WNC & Associates, Inc.

Date: September 1, 2000



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.


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

Date: September 1, 2000


By: /s/ John B. Lester, Jr.
John B. Lester, Jr., Director of WNC & Associates, Inc.

Date: September 1, 2000


By: /s/ David N. Shafer
David N Shafer, Director of WNC & Associates, Inc.

Date: Septemebr 1, 2000







                                       48