AMENDMENT NO. 1 TO 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 December 31, 1997

                                       OR

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

For the transition period from ________ to ___________

Commission file number: 0-21897


                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4

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

    California                                                33-0707612

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

                                 (714) 662-5565

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

Title of Securities                           Exchanges on which Registered

NONE                                          NONE



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

           UNITS OF LIMITED PARTNERSHIP INTEREST
<PAGE>



         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|



                       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
                                       1


<PAGE>
Item 1.  Business

PART I.

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

WNC Housing Tax Credit Fund, V, L.P.,  Series 4 (the  "Partnership") or ("Series
4") was formed under the California Revised Limited  Partnership Act on July 26,
1995 and commenced  operations on July 1, 1996.  The  Partnership  was formed to
invest  primarily  in other  limited  partnerships  which  will own and  operate
multi-family  housing complexes that will qualify for low income housing credits
(the "Low Income Housing Credit").

The general partner of the  Partnership is WNC & Associates,  Inc. (the "General
Partner".) Wilfred N. Cooper,  Sr., through the Cooper Revocable Trust, owns 70%
of the outstanding  stock of WNC & Associates,  Inc. John B. Lester,  Jr. is the
original limited partner of the Partnership and owns,  through the Lester Family
Trust,  30% of the outstanding  stock of WNC & Associates,  Inc. The business of
the  Partnership  is  conducted  primarily  through the  General  Partner as the
Partnership has no employees of its own.

The Partnership  conducted its public offering  ("Offering") from July 1,1996 to
July 11, 1997. 25,000 units of limited  partnership  interests  ("Units"),  at a
price of $1,000 per Unit were offered.  Since  inception a total of 22,000 Units
representing approximately  $21,915,000,  net of discounts of $85,000, were sold
throughout the offering of which $175,000 currently is represented by Promissory
Notes. Holders of Units are referred to herein as "Limited Partners."

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  in  local  limited
partnerships  ("Local Limited  Partnerships") each of which will own and operate
an apartment complex ("Apartment 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
against  Federal  taxes  otherwise  due in each year of a ten-year  period.  The
Apartment  Complex is subject to a 15-year  compliance  period (the  "Compliance
Period").

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 a Local Limited  Partnership of any Apartment Complex prior to the end of the
applicable  Compliance  Period.  Because  of (i)  the  nature  of the  Apartment
Complexes,  (ii) the  difficulty of predicting  the resale market for low-income
housing  15 or  more  years  in the  future,  and  (iii)  the  inability  of the
Partnership  to directly  cause the sale of  Apartment  Complexes by the general
partners  of  the  respective   Local  Limited   Partnerships   ("Local  General
Partners"),  but generally  only to require such Local  General  Partners to use
their  respective best efforts to find a purchaser for the Apartment  Complexes,
it is  not  possible  at  this  time  to  predict  whether  the  liquidation  of
substantially  all  of the  Partnership's  assets  and  the  disposition  of the
proceeds,  if any, in  accordance  with the  Partnership's  Agreement of Limited
Partnership  ("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 an Apartment Complex, it is anticipated that the Local General Partner will
either continue to operate such Apartment  Complex or take such other actions as
the Local  General  Partner  believes  to be in the best  interest  of the Local
Limited  Partnership.  In  addition,  circumstances  beyond  the  control of the
General  Partner may occur during the Compliance  Period which would require the
Partnership to approve the disposition of an Apartment  Complex prior to the end
thereof.

As of December  31,  1997,  the  Partnership  has  invested in 10 Local  Limited
Partnerships.  Each of these Local Limited Partnerships own an Apartment Complex
                                   2
<PAGE>
that is or is expected to be eligible for the Low Income Housing Credit.  All of
the Local Limited  Partnerships 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 multifamily  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 Apartment  Complexes owned by the
Local Limited Partnerships will be readily marketable.  Additionally,  there can
be no assurance that the Partnership will be able to dispose of its interests in
the Local Limited Partnerships at the end of the Compliance Period. 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
Apartment  Complexes  and the  Partnership.  The  Apartment  Complexes  could be
subject to loss through foreclosure. In addition, each Local Limited Partnership
is  subject  to  risks  relating  to   environmental   hazards  which  might  be
uninsurable.  Because the  Partnership's  ability to control its 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  Partnership
operations will be profitable or that the anticipated Low Income Housing Credits
will be available to Limited Partners.

As of  December  31,  1997,  nine of the  Apartment  Complexes  acquired  by the
Partnership were completed and in operation.  One of the Apartment  Complexes is
still  under  construction.  The  Apartment  Complexes  were  developed  by  the
respective  Local  General  Partners  who  acquired  the sites and  applied  for
applicable  mortgages and subsidies.  The Partnership and WNC Housing Tax Credit
Fund V, L.P.,  Series 3 ("Series 3") each  acquired  equal  limited  partnership
interests in Blessed Rock.  (The General  Partner of the Partnership is also the
general  partner of Series  3). The  Partnership  became the  principal  limited
partner in the remaining  Local Limited  Partnerships  pursuant to  arm's-length
negotiations  with  the  Local  General  Partner.  As  a  limited  partner,  the
Partnership's  liability for  obligations  of each Local Limited  Partnership is
limited to its  investment.  The Local  General  Partners  of the Local  Limited
Partnership  retain  responsibility for developing,  constructing,  maintaining,
operating and managing the Apartment Complex.

The  following  is a schedule  of the status as of  December  31,  1997,  of the
Apartment Complexes owned by Local Limited  Partnerships in which Series 4 was a
limited partner as of December 31, 1997.

            SCHEDULE OF PROJECTS OWNED BY LOCAL LIMITED PARTNERSHIPS
                   IN WHICH THE PARTNERSHIP HAS AN INVESTMENT
                             AS OF DECEMBER 31, 1997

                                                                     Percentage
                                       Total         Units      Units  of Units
Name & Location                        Units     Completed   Occupied  Occupied

Ashford Place LP                         100        100        18         18%
Belen Vista Associates                    57         57        57        100%
Blessed Rock of El Monte                 137        137       136         99%

Crescent City Apartments                  55         55        42         76%
 Crescent City, California
D. Hilltop Apt Ltd, Palestine TX          24         24        23         98%


                                        3

<PAGE>
                                                                     Percentage
                                       Total         Units      Units  of Units
Name & Location                        Units     Completed   Occupied  Occupied

Greyhound Assoc I, Windsor MO             24         24         0          0%
Lamar Plaza, Lamar MO                     28         28         8         29%
Mesa Verde, Los Alamos, NM               142          0         0          0%
Mountain Vista Los Alamos, NM             96         96        92         96%
Woodland Townhomes, LP Mairon, AL         42         42        22         52%
                                          --         --        --         ---
Total                                    705        563       398         71%
                                         ===        ===       ===

         Series 4 has acquired a Local Limited  Partnership  Interest in Ashford
Place, L.P., an Oklahoma limited  partnership  ("ASHFORD PLACE");  Crescent City
Apartments,  a California limited  partnership  ("CRESCENT CITY");  Lamar Plaza,
L.P., a Missouri limited partnership ("LAMAR");  Mesa Verde Apartments,  Limited
Partnership,  a New Mexico  limited  partnership  ("MESA  VERDE");  and Woodland
Townhomes, L.P., an Alabama limited partnership ("WOODLAND TOWNHOMES");  and has
acquired one-half of the Local Limited  Partnership  Interest in Blessed Rock of
El Monte, a California  limited  partnership  ("BLESSED ROCK").  WNC Housing Tax
Credit Fund V, L.P.,  Series 3 ("Series 3") has  acquired the other  one-half of
the Local  Limited  Partnership  Interest in BLESSED  ROCK.  Series 4 expects to
become a limited partner in Belen Vista, L.P., a New Mexico limited  partnership
("BELEN VISTA");  Greyhound  Associates I, L.P., a Missouri limited  partnership
("GREYHOUND"),  Hilltop,  L.P., a Texas  limited  partnership  ("HILLTOP");  and
Mountain Vista  Associates,  L.P., a New Mexico limited  partnership  ("MOUNTAIN
VISTA").

         ASHFORD PLACE owns the Ashford Place  Apartments in Shawnee,  Oklahoma;
BELEN VISTA owns the Belen Vista Apartments in Belen,  New Mexico;  BLESSED ROCK
owns the Blessed Rock of El Monte Apartments in El Monte,  California;  CRESCENT
CITY owns The Surf Apartments in Crescent City,  California;  GREYHOUND owns the
Greyhound Apartments in Winsor, Missouri, HILLTOP owns the Hilltop Apartments in
Palestine, Texas; LAMAR owns the Lamar Plaza Apartments in Lamar, Missouri; MESA
VERDE owns the Mesa Verde Apartments in Roswell, New Mexico; MOUNTAIN VISTA owns
the Mountain Vista Apartments in Los Alamos,  New Mexico; and WOODLAND TOWNHOMES
owns the Woodland Townhomes in Marion, Alabama.


         The  following  tables  contain  information  concerning  the Apartment
Complexes and the Local Limited Partnerships identified herein:

<TABLE>
<CAPTION>

----------  ---------------  ------------  -----------  ------------  ---------  ------------  --------------
                                           ESTIMATED                                           LOCAL LIMITED
LOCAL                        ACTUAL OR     DEVELOP-                              PERMANENT     PARTNERSHIP'S
LIMITED     PROJECT          ESTIMATED     MENT COST    NUMBER OF     BASIC      LOAN          AGGREGATE
PARTNERSHIP NAME/NUMBER      COMPLETION    (INCLUDING   APARTMENT     MONTHLY    PRINCIPAL     TAX CREDIT
            OF BUILDINGS     DATE          LAND COST)   UNITS         RENTS      AMOUNT              (1)
----------  ---------------  ------------  -----------  ------------  ---------  ------------  --------------
----------  ---------------  ------------  -----------  ------------  ---------  ------------  --------------
<S>         <C>              <C>           <C>          <C>           <C>        <C>           <C>
ASHFORD     Ashford  Place   December      $4,748,683   32  1BR       $360       $2,187,000    $3,901,370
PLACE       Apartments       1997                       units         $438       Greystone
                                                        60  2BR       $506       & Co. (2)
            7  buildings                                units
                                                        8 3BR units
----------  ---------------  ------------  -----------  ------------  ---------  ------------  --------------
----------  ---------------  ------------  -----------  ------------  ---------  ------------  --------------
BELEN       Belen Vista      August        $1,998,882   30 1BR        $470       $1,546,000    $896,740
VISTA       Apartments       1997                       26 2BR        $509       RECDS (5)

            15 buildings
            (3)(4)
----------  ---------------  ------------  -----------  ------------  ---------  ------------  --------------
---------- ---------------- ------------- ------------ ------------- ---------- ------------- ---------------
BLESSED    Blessed          August         $9,867,800     36 1BR         $402   $2,600,000      $9,147,920
ROCK       Rock of El       1997                           units           $0     FENB  (7)
           Monte                                          1 2BR          (mgr
           Apartments                                      unit          unit)    $275,000
                                                                                  EMCRA (8)
           14 buildings                                                                
           (6)
                                                                                  $650,000
                                                                                   DCF  (9)
---------- ---------------- ------------- ------------ ------------- ---------- ------------- ---------------
---------- ---------------- ------------- ------------ ------------- ---------- ------------- ---------------
                                      
                                       4
<PAGE>
<CAPTION>
----------  ---------------  ------------  -----------  ------------  ---------  ------------  --------------
                                           ESTIMATED                                           LOCAL LIMITED
LOCAL                        ACTUAL OR     DEVELOP-                              PERMANENT     PARTNERSHIP'S
LIMITED     PROJECT          ESTIMATED     MENT COST    NUMBER OF     BASIC      LOAN          AGGREGATE
PARTNERSHIP NAME/NUMBER      COMPLETION    (INCLUDING   APARTMENT     MONTHLY    PRINCIPAL     TAX CREDIT
            OF BUILDINGS     DATE          LAND COST)   UNITS         RENTS      AMOUNT              (1)
----------  ---------------  ------------  -----------  ------------  ---------  ------------  --------------
----------  ---------------  ------------  -----------  ------------  ---------  ------------  --------------
<S>         <C>             <C>            <C>          <C>           <C>       <C>             <C>
CRESCENT    The Surf        October        $3,251,878   18 Studio     $266      $1,960,000     $2,220,520
CITY        Apartments      1995                           units      $300      CDHCD (10)
                                                        37 1BR
            1  building                                    units
            (3) (6)                                   
---------- ---------------- ------------- ------------ ------------- ---------- ------------- ---------------
----------  ---------------  ------------  -----------  ------------  ---------  ------------  --------------
GYEYHOUND   Greyhound        March         $1,382,000   16  2BR       $270       $643,000      $1,127,500
            Apartments       1998                         units       $305       MHDC (17)
                                                         8 3BR
            3 buildings                                   units
----------  ---------------  ------------  -----------  ------------  ---------  ------------  --------------
----------  ---------------  ------------  -----------  ------------  ---------  ------------  --------------
HILLTOP     Hilltop          December      $596,919      8 1BR        $262        $371,450     $221,880
            Apartments       1996                       16 2BR        $320        RECDS (5)

            4 buildings
            (3)
----------  ---------------  ------------  -----------  ------------  ---------  ------------  --------------
----------  ---------------  ------------  -----------  ------------  ---------  ------------  --------------
LAMAR       Lamar Plaza      June          $1,679,720    24 2BR       $285       $888,400      $1,343,440
            Apartments       1997                         4 3BR       $320       MHDC          (federal)
                                                                                 (11)          $53,738
            7 buildings                                                                        (Missouri)

----------  ---------------  ------------  -----------  ------------  ---------  ------------  --------------
----------  ---------------  ------------  -----------  ------------  ---------  ------------  --------------
MESA        Mesa Verde       December      $6,840,387    11 1BR       $256       $2,280,000    $6,427,180
VERDE       Apartments       1997                        45 1BR       $314       Bank of
                                                          6 2BR       $305       America
            18 buildings                                 23 2BR       $374       (12)
                                                         11 3BR       $351       $277,904
                                                         46 4BR       $431        HOME (13)
----------  ---------------  ------------  -----------  ------------  ---------  ------------  --------------
----------  ---------------  ------------  -----------  ------------  ---------  ------------  --------------
MOUNTAIN    Mountain         July          $1,960,261    16 1BR       $317       $1,450,000    $884,480
VISTA       Vista            1997                        36 2BR       $374       U.S.  Dept.
            Apartments                                                           of
                                                                                 Agriculture
            7 buildings                                                          (FmHA)
            (3)                                                                  (14)

----------  ---------------  ------------  -----------  ------------  ---------  ------------  --------------
----------  ---------------  ------------  -----------  ------------  ---------  ------------  --------------
WOODLAND    Woodland         September     $2,616,040    32 1BR       $178       $51,500       $2,230,740
TOWNHOMES   Townhomes        1997                        units        $212       Regions
                                                         10 2BR                  Bank (15)
            6 buildings                                  units
                                                                                 $1,245,000
                                                                                 HOME (16)
----------  ---------------  ------------  -----------  ------------  ---------  ------------  --------------
</TABLE>


(1)       Low Income Housing  Credits are available over a 10-year  period.  For
          the year in which the credit first  becomes  available,  Series 4 will
          receive only that percentage of the annual credit which corresponds to
          the number of months  during which  Series 4 was a limited  partner of
          the Local Limited Partnership,  and during which the Apartment Complex
          was completed and in service. See the discussion under "The Low Income
          Housing Credit" in the Prospectus.
               
(2)       Greystone & Co. will provide the mortgage  loan for a term of 18 years
          at an annual  interest  rate of 8.5%.  Principal  and interest will be
          payable monthly based on a 30-year amortization schedule.  Outstanding
          principal will be due on maturity.

(3)       Rehabilitation property.

(4)       Property designed for both families and senior citizens.

(5)       RECDS  provides  mortgage  loans under the RECDS  Section 515 Mortgage
          Loan Program.  Each of these mortgage loans will be a 50-year loan and
          will bear annual  interest at a market rate prior to  reduction of the
          interest rate by a mortgage  interest subsidy to an annual rate of 1%,
          with  principal  and  interest  payable  monthly  based  on a  50-year
          amortization schedule. 
                                       5
<PAGE>
(6)       Property designed for senior citizens.

(7)       Far East National  Bank ("FENB") will provide the first  mortgage loan
          for a term of 30 years at an annual  interest rate of 8.5%.  Principal
          and interest will be payable monthly,  based on a 20-year amortization
          schedule. Outstanding principal will be due on maturity.

(8)       El Monte  Community  Redevelopment  Agency  ("EMCRA") will provide the
          second mortgage loan for a term of 15 years at an annual interest rate
          of 4%. The loan will be repayable based on residual receipts.

(9)       Deferred City Fees ("DCF") will provide the third  mortgage loan for a
          term of 30 years at an annual  interest  rate of 1%.  The loan will be
          repayable based on residual receipts.

(10)      California  Department of Housing and Community  Development ("CDHCD")
          will  provide  the  mortgage  loan for a term of 50 years at an annual
          interest rate of 3%.  Principal and interest will be payable  annually
          based on a 50-year amortization schedule.

(11)      Missouri  Housing  Development  Commission  ("MHDC")  will provide the
          mortgage loan for a term of 40 years at an annual interest rate of 1%.
          Principal  and  interest  will be payable  monthly  based on a 40-year
          amortization schedule.

(12)      Bank of America will provide the first  mortgage loan for a term of 15
          years at an annual  interest  rate equal to the 15-year  Treasury Bond
          yield plus 225 basis  points.  Principal  and interest will be payable
          monthly  based  on  a  30-year  amortization   schedule.   Outstanding
          principal will be due on maturity.

(13)      HOME will provide the second  mortgage  loan for a term of 30 years at
          an annual  interest  rate of 7.13%.  Principal  and  interest  will be
          payable monthly based on a 30-year amortization schedule.

(14)      U.S.  Department of Agriculture  (FmHA) will provide the mortgage loan
          for a term of 50 years at an annual interest rate of 7.25%.  Principal
          and interest will be payable  monthly based on a 50-year  amortization
          schedule.

(15)      Regions  Bank will  provide the first  mortgage  loan for a term of 20
          years at an annual interest rate of 9.5%.  Principal and interest will
          be payable monthly based on a 20-year amortization schedule.

(16)      HOME will provide the second  mortgage  loan for a term of 30 years at
          an  annual  interest  rate of 0.5%.  Principal  and  interest  will be
          payable monthly based on a 30-year amortization schedule.

(17)      Missouri  Housing  Development  Commission  ("MHDC")  will provide the
          mortgage loan for a term of 40 years at an annual interest rate of 1%.
          Principal  and  interest  will be payable  monthly  based on a 40-year
          amortization schedule.

The following is a discussion of the approximate population and general location
of, and the employers in, the  communities in which the Apartment  Complexes are
located:

                                       6
<PAGE>
          Shawnee (ASHFORD  PLACE):  Shawnee  (population  26,800) is in central
Oklahoma near the  intersection  of Interstate  Highway 40 and U.S.  Highway 177
approximately  35 miles east of Oklahoma City.  The major  employers for Shawnee
residents are TDK Ferrites  (ceramic  magnets),  Mobil Chemical,  Wolverine Tube
(copper tubing) and Shawnee Regional Hospital.

          Belen (BELEN VISTA):  Belen (population  7,700) is in west-central New
Mexico,  approximately 20 miles south of Albuquerque,  the state's  capital,  on
Interstate  Highway 25. The major  employers  for Belen  residents are Los Lunas
Hospital  and  Training  School,  Belen  Consolidated  School  District  and the
Atchison, Topeka and Santa Fe Railroad.

          El Monte  (BLESSED  ROCK):  El Monte  (population  106,000)  is in Los
Angeles County,  California,  in the San Gabriel Valley,  approximately 12 miles
east of downtown Los Angeles.  The major  employers  for El Monte  residents are
Wells Fargo Bank, Von's Co., Inc. (distribution warehouse), and Sargent-Fletcher
(air frames).

          Crescent City (CRESCENT CITY): Crescent City (population 4,000) is the
county seat of Del Norte  County,  California,  and is on the Pacific coast near
the Oregon  border on U.S.  Highway  101,  approximately  370 miles north of San
Francisco. The major employers for Crescent City residents are Pelican Bay State
Prison, Del Norte Unified School District, and Del Norte County.

          Windsor (GREYHOUND): Windsor (population 3,100) is in Henry County, in
west-central Missouri, approximately 80 miles southeast of Kansas City, on State
Highway 52. The major  employers for  residents of Henry County are U.S.  Safety
(Parmelee) (personal safety products), Windsor schools, and Royal Oaks Hospital.

          Palestine (HILLTOP): Palestine (population 18,100) is in eastern Texas
at the  intersection of U.S.  Highways 287, 79 and 84,  approximately  100 miles
southeast of Dallas.  The major  employers  for  Palestine  residents  are Texas
Department of Corrections, Memorial Hospital, and Murray Corp. (air conditioning
compressors).

          Lamar (LAMAR): Lamar (population 4,500) is in southwestern Missouri on
U.S.  Highway 160 near the  intersection of U.S.  Highway 71,  approximately  51
miles  northwest of  Springfield.  The major  employers for Lamar  residents are
O'Sullivan Furniture, Thorco Display Metal Racks and Barton County Hospital.

          Roswell (MESA VERDE):  Roswell (population 48,700) is in southeast New
Mexico at the intersection of U.S. Highways 380 and 285, approximately 175 miles
southeast of Albuquerque.  The major employers for Roswell residents are Roswell
Independent School District, Eastern New Mexico Medical Center and Levi Strauss.

          Los Alamos  (MOUNTAIN  VISTA):  Los Alamos  (population  12,000) is in
north-central  New Mexico on State Route 4  approximately  16 miles northwest of
Santa Fe. The major employers for Los Alamos  residents are the U.S.  Department
of Energy and the Los Alamos National Laboratory.

          Marion (WOODLAND  TOWNHOMES):  Marion (population 4,400) is in central
Alabama,  approximately  91 miles  northwest of Montgomery on State Route 5. The
major  employers for Portage  residents are the Perry County Board of Education,
C-T South (iron  casting),  Niemands  Industries  (packaging  and  filling)  and
Griffin Wood (lumber).

                                       7
<PAGE>
<TABLE>
<CAPTION>
---------------- -------------- ------------ ------------- ---------------- --------------- ----------------
                                             LOCAL         SHARING RATIOS   SHARING         SERIES 4'S
LOCAL            LOCAL                       GENERAL       CASH-FLOW        RATIOS:         CAPITAL
LIMITED          GENERAL        PROPERTY     PARTNER'      (3)              ALLOCATIONS     CONTRIBUTION
PARTNERSHIP      PARTNERS       MANAGER      DEVELOPMENT                    (4)             (6)
                                             FEE                            AND SALE OR
                                                                            REFINANCING
                                                                            PROCEEDS (5)
---------------- -------------- ------------ ------------- ---------------- --------------- ----------------
<S>              <C>            <C>          <C>           <C>              <C>             <C>
ASHFORD PLACE    The Cowen      Insignia     $591,714      WNC: 15% but     98.99/.01/1     $2,317,180
                 Group,         Management                 no less than     50/50
                 L.L.C. (7)     Group (8)                  $2,500 per year
                                                           LGP: 67% of
                                                           the balance
                                  The balance:
                                                           WNC: 25%
                                                           LGP: 75%
---------------- -------------- ------------ ------------- ---------------- --------------- ----------------
---------------- -------------- ------------ ------------- ---------------- --------------- ----------------
BELEN VISTA      Monarch        Monarch      $205,101      WNC: 33% but     99/1            $488,274
                 Properties,    Properties,                no less than     50/50
                 Inc.  (9)      Inc. (9)                   $1,944 per
                                                           year; maximum
                                                           46%
                                                           LGP: The
                                                           balance
---------------- -------------- ------------ ------------- ---------------- --------------- ----------------
---------------- -------------- ------------ ------------- ---------------- --------------- ----------------
BLESSED          Everland,      Professional $1,061,100    WNC: Greater     98.99/.01/1     $2,581,086
ROCK             Inc. (10)      Apartment                  of 30% or        50/50           (12)
                                Management                 $12,000    
                                Inc. (11)                  LGP:  40% of 
                                                           the balance
                                                           The balance:
                                                           50/50
---------------- -------------- ------------ ------------- ---------------- --------------- ----------------
---------------- -------------- ------------ ------------- ---------------- --------------- ----------------
CRESCENT CITY    Crescent       Crescent     $311,546      WNC: Greater     99/1            $1,191,878
                 City Surf,     City                       of 15% or        50/50
                 Inc. (14)      Surf,                      $800 LGP: 40%
                                Inc. (14)                  of the balance
                                                           The balance:
                                                           50/50
---------------- -------------- ------------ ------------- ---------------- --------------- ----------------
---------------- -------------- ------------ ------------- ---------------- --------------- ----------------
GREYHOUND        WMC            WMC          $198,834      WNC: 15% but     99/1 (25)       $641,829
                 Community      Community                  no less than     50/.1/49.9
                 Development    Development                $1,500 per year       (26)
                 Corporation    Corporation                LGP: 40% of
                 (25)                                      the balance
                                Lockwood                   The balance:
                                Realty,                    WNC: 50%
                                Inc (27)                   LGP: 50%
---------------- -------------- ------------ ------------- ---------------- --------------- ----------------
---------------- -------------- ------------ ------------- ---------------- --------------- ----------------
HILLTOP          Donald W.      Wilmic       $72,330       WNC: 1/3         99/1            $120,814
                 Sowell         Ventures,                  LGP: 2/3         5050
                 (15)           Inc. (16)
---------------- -------------- ------------ ------------- ---------------- --------------- ----------------
---------------- -------------- ------------ ------------- ---------------- --------------- ----------------
LAMAR           MBL            The Remus    $146,700      WNC: 15% but     (19)            $797,842
                Development,   Company                    no less than
                Co.            (18)                       $850 per year
                (17)                                      LGP: 40% of
                                                          the balance
                                                          The balance:
                                                          WNC: 50%
                                                          LGP: 50%
--------------- -------------- ------------ ------------- ---------------- --------------- ------------------
                              

                                        8

<PAGE>
<CAPTION>
---------------- -------------- ------------ ------------- ---------------- --------------- ----------------
                                             LOCAL         SHARING RATIOS   SHARING         SERIES 4'S
LOCAL            LOCAL                       GENERAL       CASH-FLOW        RATIOS:         CAPITAL
LIMITED          GENERAL        PROPERTY     PARTNER'      (3)              ALLOCATIONS     CONTRIBUTION
PARTNERSHIP      PARTNERS       MANAGER      DEVELOPMENT                    (4)             (6)
                                             FEE                            AND SALE OR
                                                                            REFINANCING
                                                                            PROCEEDS (5)
---------------- -------------- ------------ ------------- ---------------- --------------- ----------------
<S>             <C>             <C>          <C>           <C>              <C>             <C>
MESA VERDE      Trianon-Mesa   Trianon      $735,611      WNC: 15% but     99/1            $3,940,587
                Verde,         Development                no less than     50/50
                L.L.C. (20)    Corporation                $5,000 per
                               (20)                       year
                                                          LGP: $5,000
                                                          plus 40% of
                                                          the balance
                                                          The balance:
                                                          WNC: 50%
                                                          LGP: 50%
---------------- -------------- ------------ ------------- ---------------- --------------- ----------------
---------------- -------------- ------------ ------------- ---------------- --------------- ----------------
MOUNTAIN VISTA  Monarch        Monarch      $202,500      WNC: 33% but     99/1            $481,602
                Properties,    Properties,                no less than     50/50
                Inc. (9)       Inc. (9)                   $2,015 per
                                                          year
                Low Income                                LGP: The
                Housing                                   balance
                Foundation
                of New
                Mexico
                (21)
--------------- -------------- ------------ ------------- ---------------- --------------- ------------------
--------------- -------------- ------------ ------------- ---------------- --------------- ------------------
                                       
WOODLAND        Alabama         Charter      $267,400      WNC: 30% but     98.99/.01/1     $1,347,008
TOWNHOMES       Council on      Property                   no less than     50/50
                Human           Management                 $1,200 per
                Relations,      Co., Inc.                  year
                Housing Corp.   (23)                       LGP: 40% of
                (22)                                       the balance
                                                           The balance:
                                                           WNC: 15%
                                                           LGP: 85%
--------------- -------------- ------------ ------------- ---------------- --------------- ------------------
</TABLE>

(1) The maximum annual  management fee payable to the property manager generally
is determined  pursuant to lender  regulations.  Each Local  General  Partner is
authorized to employ either itself or one of its  Affiliates,  or a third party,
as property manager for leasing and management of the Apartment  Complex so long
as the fee therefor  does not exceed the amount  authorized  and approved by the
lender for the Apartment Complex.

(2) Each Local Limited  Partnership will pay its Local General  Partner(s) or an
Affiliate of its Local General  Partner(s) a  development  fee in the amount set
forth,  for  services  incident  to  the  development  and  construction  of the
Apartment Complex, which services include: negotiating the financing commitments
for the  Apartment  Complex;  securing  necessary  approvals and permits for the
development and construction of the Apartment Complex; and obtaining allocations
of Low Income Housing Credits.  This payment will be made in installments  after
receipt of each installment of the capital  contributions  made by Series 4 (and
Series 3 in the case of BLESSED ROCK).

(3)  Reflects  the amount of the net cash flow from  operations,  if any,  to be
distributed  to Series 4 (and Series 3 in the case of BLESSED  ROCK) ("WNC") and
the Local General Partner(s)  ("LGP") of the Local Limited  Partnership for each
year of operations.  Generally,  to the extent that the specific  dollar amounts
which are to be paid to WNC are not paid annually,  they will accrue and be paid
from  sale  or  refinancing  proceeds  as an  obligation  of the  Local  Limited
Partnership.

(4) Subject to certain special allocations,  reflects the respective  percentage
interests in profits,  losses and Low Income Housing  Credits of (i) in the case
of ASHFORD PLACE,  BLESSED ROCK, and WOODLAND TOWNHOMES (a) Series 4 (and Series
3 in the case of BLESSED  ROCK),  (b) WNC  Housing,  L.P.,  an  Affiliate of the
Sponsor which is the special limited partner, and (c) the Local General Partner;
and (ii) in the case of BELEN  VISTA,  CRESCENT  CITY,  HILLTOP,  MESA VERDE and
MOUNTAIN  VISTA  (a)  Series  4, and (b) the  Local  General  Partner(s).  For a
discussion of LAMAR, see note 19.

                                       9

<PAGE>
(5) Reflects the respective  percentage  interests of (i) Series 4 (and Series 3
in the case of BLESSED ROCK) and (ii) the Local General  Partner(s),  in any net
cash proceeds from sale or refinancing of the Apartment  Complex,  after payment
of the mortgage loan and other Local Limited Partnership obligations (see, e.g.,
note 3), and the following,  in the order set forth:  the capital  contributions
(the tax  liability  in the case of ASHFORD  PLACE) of Series 4 (and Series 3 in
the case of BLESSED  ROCK);  the capital  contribution  of the  special  limited
partner (if any); and the capital contribution (the tax liability in the case of
ASHFORD PLACE) of the Local General Partner(s).


                                       
(6) Series 4 (and Series 3 in the case of BLESSED  ROCK) will make their capital
contributions to the Local Limited Partnership in stages, with each contribution
due  when  certain  conditions  regarding  construction  or  operations  of  the
Apartment Complex have been fulfilled.  See "Investment  Policies" and "Terms of
the Local Limited  Partnership  Agreements"  under  "Investment  Objectives  and
Policies" in the Prospectus.
                                       
(7) The Cowen  Group,  L.L.C.  is owned by E. Allen  Cowen II, who has more than
nine years' experience in affordable  housing  development.  The Cowen Group has
represented to Series 4 that, as of August 6, 1996, it had a net worth in excess
of $13,000.

(8) Insignia  Management  Group has more than 10 years'  experience  in property
management.  The company manages in excess of 207,000 apartment units, 51,800 of
which are affordable housing units.

(9) Monarch  Properties,  Inc. is a Texas corporation which is involved with the
management  of  conventionally-financed  and  government-assisted   multi-family
apartment  communities.  Monarch  Properties,  Inc.  has  more  than  20  years'
experience in affordable  housing property  management.  It manages in excess of
4,300 properties of which 92% are affordable  housing units. The corporation has
represented  to Series 4 that,  as of  October  31,  1996,  its net worth was in
excess of $2,500,000.

(10) Everland, Inc. is a California corporation which was formed in 1986. It has
acted as  developer  of  projects  in El Monte  and  Rosemead,  California.  The
corporation's president, Tom Y. Lee, is a Certified Public Accountant and one of
the founding  organizers  and directors of First  Continental  Bank in Rosemead.
Everland,  Inc. has represented  that, as of June 30, 1996, its total equity was
approximately ($382,000); however, construction and operating deficit guarantees
will be provided by Tom Y. Lee.  Mr. Lee,  age 47, has  represented  to Series 4
that, as of December 31, 1995, he had a net worth in excess of $3,500,000.

(11)  Professional  Apartment  Management,  Inc. is a  California-licensed  real
estate broker which provides full property management services for more than 100
facilities,  consisting of more than 5,000 units, and having a combined value of
more than $200 million.  The company has been managing affordable housing for 26
years, and currently manages approximately 500 Tax Credit units.

(12) Series 3 will make a capital contribution in the same amount.

(13)  Series  3 will pay an  acquisition  fee to the  Fund  Manager  in the same
amount.

(14) Crescent City Surf,  Inc. is a California  corporation  which was formed in
1993.  William L.  Kjelland is the  president  of the  corporation.  He has been
involved in the development and management of five other  subsidized  properties
in California. The corporation has represented to Series 4 that its net worth is
negligible.  Construction and operating  deficit  guarantees will be provided by
Mr. Kjelland.  Mr. Kjelland, age 86, has represented to Series 4 that, as of May
1, 1996, he had a net worth in excess of $1,000,000.

(15) Donald W. Sowell has been a principal and chief executive officer of D.W. &
S.  Construction  Inc. since 1985. The corporation was formed for the purpose of
providing  construction and  construction-related  services to the multi-family,
single-family  and  commercial-use  markets.  D.W. & S.  Construction,  Inc. has
completed  more  than   $12,000,000  in   multi-family,   light  commercial  and
residential  construction.  Since 1979 Mr. Sowell has been a principal and chief
executive  officer  of Don Sowell  Development,  Inc.,  a  property  development
company which has developed $19,000,000 of real estate in Texas and Mississippi.
Mr.  Sowell,  age 58, has  represented to Series 4 that, as of June 30, 1996, he
had a net worth in excess of $3,100,000.



                                       10

<PAGE>
(16) Wilmic  Ventures,  Inc. is a Texas  corporation  which was  incorporated in
1984.  The  corporation  is comprised of Wilmic  Property  Management and Wilmic
Laundries,  two separate  divisions.  Donald W. Sowell is a principal  and chief
executive  officer of Wilmic  Ventures,  Inc. Wilmic Property  Management  began
operating in 1979 and manages more than 1,200 apartment  units, 386 of which are
Tax Credit units.

(17) D. Kim  Lingle  is the  president  of MBL  Development  Co.,  which has the
primary goal of developing and constructing  affordable housing. Ted Scwermer is
vice president of MBL Development Co., and is also the uncle of Mr. Lingle.  Mr
                                      
Lingle and Mr.  Scwermer  have a  background  in banking  and  development.  MBL
Development Co. has represented to Series 4 that, as of June 30, 1996, its total
shareholder's equity was in excess of $400,000.

(18) The  Remus  Company  is owned  by  William  F.  Gillen,  who has 26  years'
experience in multi-family and commercial property management.  Prior to forming
The  Remus  Company,  Mr.  Gillen  was  vice  president  of  administration  and
operations of Midland Property Management, Inc., a Kansas City-based real estate
development and property  management  firm,  where he was employed for 14 years.
The Remus Company  currently manages seven apartment  complexes  including three
government-subsidized properties.

(19) Subject to certain  special  allocations,  Federal Tax Credits,  losses and
income are allocated 98.98% to Series 4, .01% to WNC Housing,  L.P., the special
limited partner,  .01% to D. Kim Lingle, the original limited partner, and 1% to
the Local General Partner. This property also has Missouri Tax Credits which are
allocated solely to the original limited partner. Net cash proceeds from sale or
refinancing  of the  Apartment  Complex,  after payment of the mortgage loan and
other Local Limited Partnership  obligations,  and the capital  contributions of
Series 4, the  special  limited  partner,  the  Local  General  Partner  and the
original limited partner, are distributable 50% to Series 4 and 50% to the Local
General Partner.

(20)  Trianon-Mesa  Verde,  L.L.C.,  is a New Mexico limited  liability  company
recently formed by Trianon Development  Corporation,  a California  corporation,
and Foundation For Social Resources, Inc., a Delaware non-profit corporation, to
serve as the Local General Partner.  Trianon Development  Corporation was formed
in 1986 by Lester G. Day. Mr. Day, who is currently the corporation's  chairman,
has 40  years'  experience  in  property  development  and  management.  Trianon
Development   Corporation  currently  manages  72  affordable  housing  projects
consisting  of  approximately   6,500  units.  The  Local  General  Partner  has
represented to Series 4 that its net worth is nominal.  Construction,  operating
deficit and Tax Credit  guarantees  will be provided by Lester Day. Mr. Day, age
70, has  represented  to Series 4 that,  as of December 31,  1996,  he had a net
worth in excess of $3,000,000.

(21) Low Income Housing  Foundation of New Mexico is a  newly-formed  non-profit
organization  whose primary goal is to develop affordable housing for low-income
New Mexico  residents.  The organization has represented to Series 4 that, as of
September 30, 1996, its net worth was approximately $19,000.

(22) Alabama Council on Human Relations,  Housing Corp. was founded in 1954 as a
forum for  interracial  communication  throughout  Alabama.  It is now a private
non-profit  organization.  The organization has represented that, as of February
29, 1996, its net assets were in excess of $600,000.

(23) Charter  Properties  Management  Co., Inc. was  incorporated  in 1991.  The
company's  emphasis  is  the  professional  management  of  affordable  housing,
particularly  multi-family  properties.  Charter Properties Management Co., Inc.
currently manages 28 properties (946 units).

(24) Lockwood  Realty,  Inc.  ("Lockwood") is a Missouri  corporation  which was
formed in 1979,  originally under the name of SMR Realty, Inc. Lockwood has been
involved in property management for 18 years.  Currently,  Lockwood manages more
than 6,000 units in 258 projects.


                                       11

<PAGE>
(25) Subject to certain special allocations,  the profits, losses and Low Income
Housing  Credits of GREYHOUND  will be  allocated  99% to Series 4 and 1% to the
Local General Partner. The Local Limited Partnership will also generate Missouri
low income  housing tax credits  which will be allocated  entirely to Affordable
Equity  Partners,  Inc.,  a Missouri  corporation  which is the special  limited
partner.

(26)  Reflects  the  respective  percentage  interests  of  (a)  Series  4,  (b)
Affordable Equity Partners, Inc., the special limited partner, and (c) the Local
General  Partner,  in any net cash  proceeds  from  sale or  refinancing  of the
                                       

Apartment  Complex,  after  payment of the mortgage loan and other Local Limited
Partnership obligations (see, e.g., note 3), and the following, in the order set
forth: the capital contribution of Series 4; and the capital contribution of the
Local General Partner.

Item 2.  Properties


Through its investment in Local Limited  Partnerships  the Partnership  holds an
interest in Apartment Complexes.  See Item 1 for information pertaining to these
Apartment Complexes.


 Item 3.  Legal Proceedings

         NONE

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

NONE
















                                       12

<PAGE>



         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 are being sold through a
public  offering.  It is not anticipated that any public market will develop for
the  purchase  and sale of any  Unit.  Units  can be  assigned  only if  certain
requirements in the Partnership Agreement are satisfied.

(b) At December 31, 1997, there were 1,295 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. The Limited Partners, who invested in
the  Partnership  received  Housing  Tax Credits of $20 to $11 and $14 to $2 per
Unit depending on the month of investment in 1997 and 1996, respectively.


















                                       13

<PAGE>



Item 6.  Selected Financial Data


                                                                  July 1, 1996
                                                              (Date operations
                                       Year ended           commenced) through
                                    December 31, 1997         December 31,1996
                                    -----------------         ----------------

     Revenue                                 $225,609                  $15,529

     Partnership operating expenses
                                             (128,240)                 (33,034)

     Equity in loss of
     Local Limited Partnerships              (334,756)                 (29,329)
                                             --------                 --------

     Net loss                               $(237,387)                $(46,834)
                                           ==========                  =======

     Net loss per Limited
     Partnership Interest                     $(13.01)                $ (26.83)
                                           ==========                  =======

    Total assets                          $21,456,998              $11,609,334
                                           ==========               ==========

    Net investment in
    Local Limited Partnerships            $14,894,897               $6,700,570
                                           ==========                =========

    Capital contributions payable
    to Local Limited Partnerships          $2,880,839               $4,267,232
                                            =========                =========

    Accrued fees and expenses due
    to affiliates                             $52,203                 $291,396
                                               ======                  =======

    Tax credits per $1,000                 $11 to $20                $2 to $14
    invested                                =========                 ========
    




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

Liquidity and Capital Resources
-------------------------------
 Overall, as reflected in its Statement of Cash Flows, the Partnership had a net
increase in cash and cash equivalents of approximately $1,990,300 for the period
ended  December 31, 1997.  This increase in cash was  primarily  provided by the
Partnership's  financing  activities,  including the proceeds from the offering.
Cash  from  financing  activities  for  the  year  ended  December  31,  1996 of
approximately $12,304,700 was sufficient to fund the investing activities of the
Partnership in the aggregate amount of approximately $10,490,100 which consisted
of capital contributions to Local Limited Partnerships,  advances to affiliates,
loans  to Local  Limited  Partnerships  and  acquisition  fees of  approximately
$8,910,200,  $276,800, $174,800 and $1,047,300,  respectively. Cash provided and
used by the operating  activities of the Partnership was minimal compared to its
other activities and consisted  primarily of interest received on cash deposits,
and cash used  consisted  primarily of payments for operating fees and expenses.
The major  components of all these  activities  are discussed in greater  detail
below.
                                       14
<PAGE>
Overall,  as reflected in its Statement of Cash Flows, the Partnership had a net
increase in cash and cash equivalents of approximately $3,916,700 for the period
ended  December 31, 1996.  This increase in cash was  primarily  provided by the
Partnership's  financing  activities,  including the proceeds from the offering.
Cash from  financing  activities  for the  period  ended  December  31,  1996 of
approximately  $6,457,100 was sufficient to fund the investing activities of the
Partnership in the aggregate amount of approximately  $2,544,500 which consisted
of capital contributions to Local Limited  Partnerships,  loans to Local Limited
Partnerships  and acquisition  fees of  approximately  $1,822,900,  $100,200 and
$621,300,  respectively.  Cash provided and used by the operating  activities of
the Partnership was minimal compared to its other  activities.  Cash provided by
operating  activities consisted primarily of interest received on cash deposits,
and cash used  consisted  primarily of payments for operating fees and expenses.
The major  components of all these  activities  are discussed in greater  detail
below.

As of December 31, 1997 the Partnership is indebted to WNC & Associates, Inc. in
the amount of approximately $52,200 as follows:

Advances  made for  acquisition  costs,  organizational,  offering  and  selling
expenses $1,100 Asset management fees $51,100

As of September 15, 1998 and December 31, 1997, the Partnership had received and
accepted subscription funds in the amount of approximately  $21,915,000 of which
$0 and $175,000,  respectively  is  represented  by Limited  Partner  promissory
notes. The following information pertains to the Partnership's investments in to
Local Limited Partnerships:

                                          September 15, 1998  December 31, 1997
                                               Approximately      Approximately
                                               -------------      -------------
Capital contributions made to
   Local Limited Partnerships                    $12,620,000        $10,733,000
Commitments for additional Capital contri-
   butions made to Local Limited Partnerships     $2,009,000         $2,881,000
Loans outstanding to Local Limited Partnerships      $91,000           $301,000

Prior to sale of the  Apartment  Complexes,  it is not expected  that any of the
Local Limited  Partnerships in which the Partnership has invested or will invest
will generate cash from operations  sufficient to provide  distributions  to the
Limited  Partners in any material  amount.  Such cash from  operations,  if any,
would first be used to meet  operating  expenses of the  Partnership,  including
payment of the asset management fee to the General Partner.  As a result,  it is
not anticipated that the Partnership  will provide  distributions to the Limited
Partners prior to the sale of the Apartment Complexes, if ever.

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

The  Partnership  will  establish  working  capital  reserves  of at least 3% of
capital  contributions,  an amount  which is  anticipated  to be  sufficient  to
satisfy general working capital and administrative  expense  requirements of the
Partnership  excluding  payment of the asset  management fee as well as expenses
attendant to the preparation of tax returns and reports to the Limited  Partners
and other investor  servicing  obligations of the Partnership.  Liquidity would,
however,  be adversely  affected by  unanticipated  or greater than  anticipated
operating costs. The Partnership's  liquidity could also be affected by defaults
or delays in payment of the Limited  Partners'  promissory  notes,  from which a
portion of the working capital reserves is expected to be funded.  To the extent
that working capital reserves are insufficient to satisfy the cash  requirements
of the  Partnership,  it is anticipated  that  additional  funds would be sought
through bank loans or other  institutional  financing.  The General  Partner may
                                       15
<PAGE>
also apply any cash distributions  received from the Local Limited  Partnerships
for such purposes or to replenish or increase working capital reserves.

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

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

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

 As discussed in Item 1 above,  as of December 31,  1997,  the  Partnership  had
acquired  ten  Local  Limited  Partnership  Interests.  Each  of  the  Apartment
Complexes owned by such Local Limited Partnerships has received a reservation or
an  allocation  for Low  Income  Low  Income  Housing  Credits.  Nine of the ten
Apartment Complexes are completed and in operation.

Consistent  with The  Partnership's  investment  objectives,  each Local Limited
Partnership is generating or is expected to generate Low Income Housing  Credits
for  a  period  of  approximately  ten  years,  commencing  with  completion  of
construction or  rehabilitation of its Apartment Complex and is generating or is
expected to generate losses until sale of the Apartment Complex.

As reflected on its  Statements of  Operations,  the  Partnership  had losses of
approximately  $237,400  and $46,800 for the years ended  December  31, 1997 and
1996,  respectively.  The  component  items of revenue and expense are discussed
below.

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

Expenses. The most significant component of operating expenses is expected to be
the asset  management fee. The asset  management fees is equal to the greater of
(i) $2,000 for each Apartment Complex or (ii) 0.275% of gross proceeds, and will
                                       16
<PAGE>

be decreased or increased annually based on changes to the Consumer Price Index.
Management  fees of  approximately  $58,000 and $23,100  were  incurred  for the
periods ended December 31, 1997 and 1996, respectively. The Partnership paid the
General  Partner  or its  affiliates  $30,000  of such  fees in  1997.  No asset
management fees were paid in 1996.

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

Other expenses consists of administrative expenses, such as accounting and legal
fees, bank charges and investor reporting expenses.

Item 8.  Financial Statements and Supplementary Data














                                       17

<PAGE>





                 WNC HOUSING TAX CREDIT FUND, V, L.P., SERIES 4
                       (A California Limited Partnership)

                              FINANCIAL STATEMENTS

                    For The Year Ended December 31, 1997 and
                  For The Period July 1, 1996 (Date Operations
                         Commenced) to December 31, 1996

                                      with

                      INDEPENDENT AUDITORS' REPORT THEREON








<PAGE>





                          INDEPENDENT AUDITORS' REPORT



To the Partners
WNC Housing Tax Credit Fund V, L.P., Series 4


We have audited the  accompanying  balance sheets of WNC Housing Tax Credit Fund
V, L.P., Series 4 (a California Limited  Partnership) (the  "Partnership") as of
December 31, 1997 and 1996, and the related statements of operations,  partners'
equity (deficit) and cash flows for the year ended December 31, 1997 and for the
period July 1, 1996 (date  operations  commenced)  to December 31,  1996.  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. We did not audit a substantial  portion of the financial  statements
of the limited partnerships in which WNC Housing Tax Credit Fund V, L.P., Series
4 is a  limited  partner.  These  investments,  as  discussed  in  Note 3 to the
financial statements, are accounted for by the equity method. The investments in
these  limited  partnerships  represents  69% and 58% of the total assets of WNC
Housing  Tax  Credit  Fund V,  L.P.,  Series 4 at  December  31,  1997 and 1996,
respectively.  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 this
limited partnership, is based solely on the reports of the other auditors.

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.

In our opinion,  based on our audits and the reports of the other auditors,  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 4 (a
California  Limited  Partnership)  as of  December  31,  1997 and 1996,  and the
results of its  operations  and its cash flows for the year ended  December  31,
1997 and for the period July 1, 1996 (date operations commenced) to December 31,
1996 in conformity with generally accepted accounting principles.



                                                         /s/CORBIN & WERTZ
                                                         -----------------

                                                            CORBIN & WERTZ

Irvine, California
September 17, 1998


<PAGE>


                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)

                                 BALANCE SHEETS

                           December 31, 1997 and 1996


                
                                             1997                    1996
                                       ---------------         ----------------

ASSETS

Cash and cash equivalents         $      5,906,978        $       3,916,658
Subscriptions receivable                         -                  861,250
Loans receivable                           301,226                  126,381
Due from affiliates                        276,775                        -
Investments in limited 
 partnerships                           14,894,897                6,700,570
Interest receivable                         76,622                    4,475
Other assets                                   500                        -
                                   ---------------         ----------------

                                  $     21,456,998        $      11,609,334
                                   ===============         ================

LIABILITIES AND PARTNERS' 
 EQUITY (DEFICIT)

Liabilities:
Payables to limited partnerships  $      2,880,839        $       4,267,232
Due to General Partner 
 and affiliates                             52,203                  291,396
                                   ---------------         ----------------

         Total liabilities               2,933,042                4,558,628
                                   ---------------         ----------------

Commitments and contingencies

Partners' equity (deficit):
 General partner                           (32,069)                 (11,401)
 Limited partners (25,000 units 
 authorized; 22,000 and 8,413 units 
 outstanding at December 31, 1997 
 and 1996, respectively)                18,556,025                7,062,107
                                   ---------------         ----------------

    Total partners' equity              18,523,956                7,050,706
                                   ---------------         ----------------

                                  $     21,456,998        $      11,609,334
                                   ===============         ================

                 See accompanying notes to financial statements
                                      FS-2
<PAGE>


                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)

                            STATEMENTS OF OPERATIONS

                    For The Year Ended December 31, 1997 and
                  For The Period July 1, 1996 (Date Operations
                         Commenced) to December 31, 1996



                                           1997                   1996
                                   -------------------    --------------------


Interest income                 $        225,609       $           15,529
                                 ---------------         ----------------

Operating expenses:
   Amortization                           42,034                    2,851
   Management fees                        57,976                   23,139
   Other                                  28,230                    7,044
                                 ---------------         ----------------

  Total operating expenses               128,240                   33,034
                                 ---------------         ----------------

Income (loss) from operations             97,369                  (17,505)

Equity in losses from limited 
  partnerships                          (334,756)                 (29,329)
                                ----------------         ----------------
Net loss                       $        (237,387)      $          (46,834)
                                ================         ================

Net loss allocated to:
   General partner             $          (2,374)      $             (468)
                                ================         ================
   Limited partners            $        (235,013)      $          (46,366)
                                ================         ================

Net loss per weighted 
 limited partner units         $          (13.01)      $           (26.83)
                                ================         ================

Outstanding weighted limited
 partner units                            18,063                    1,728
                                ================         ================









                 See accompanying notes to financial statements
                                      FS-3
<PAGE>


                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)

                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

                    For The Year Ended December 31, 1997 and
                  For The Period July 1, 1996 (Date Operations
                         Commenced) to December 31, 1996




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


Capital contributions                  $       100   $       900  $      1,000

Sale of limited partnership units,
 net of discount of $26,195                      -     8,386,805     8,386,805

Offering and selling expenses              (11,033)   (1,092,232)   (1,103,265)

Sale of limited partnership units
 issued for notes receivable                     -      (187,000)     (187,000)

Net loss                                      (468)      (46,366)      (46,834)
                                        ----------     ---------     ---------

Equity (deficit), December 31, 1996        (11,401)    7,062,107     7,050,706

Sale of limited partnership units,
 net of discount of $58,975                      -    13,528,025    13,528,025

Offering and selling expenses              (18,294)   (1,811,094)   (1,829,388)

Sale of limited partnership units
 issued for notes receivable                     -      (175,000)     (175,000)

Collection on notes receivable                   -       187,000       187,000

Net loss                                   (2,374)      (235,013)     (237,387)
                                       ----------      ---------     ---------
Equity (deficit), 
   December 31, 1997             $        (32,069)  $ 18,556,025  $ 18,523,956
                                       ==========     ==========    ==========




                 See accompanying notes to financial statements
                                      FS-4

<PAGE>
                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)

                            STATEMENTS OF CASH FLOWS

                    For The Year Ended December 31, 1997 and
                  For The Period July 1, 1996 (Date Operations
                         Commenced) to December 31, 1996

                                                      1997               1996
                                                     ------             ------

Cash flows from operating activities:
 Net loss                                      $   (237,387)    $      (46,834)
 Adjustments to reconcile net loss to net 
 cash provided by operating activities:
  Amortization                                       42,034              2,851
  Equity in loss of limited partnerships            334,756             29,329
  Management fees incurred                           27,976             23,139
  Change in interest receivable                     (72,147)            (4,475)
  Change in other assets                               (500)                 -
                                                -----------        -----------

 Net cash provided by operating activities           94,732              4,010
                                                -----------        -----------
Cash flows from investing activities:
   Investments in limited partnerships           (8,910,195)        (1,822,912)
   Due from affiliates                             (276,775)                 -
   Loans receivable                                (174,845)          (100,226)
   Acquisition fees                              (1,047,315)          (621,335)
                                                -----------        -----------

   Net cash used in investing activities        (10,409,130)        (2,544,473)
                                                 -----------       -----------

Cash flows from financing activities:
 Capital contributions from partners             14,401,275          7,339,555
 Offering expenses                               (1,829,388)          (882,434)
 Advances from general partner and affiliates      (267,169)                 -
                                                -----------        -----------

 Net cash provided by financing activities       12,304,718          6,457,121
                                                -----------        -----------

Net increase in cash and cash equivalents         1,990,320          3,916,658

Cash and cash equivalents, beginning of period    3,916,658                  -
                                                -----------        -----------

Cash and cash equivalents, end of period   $      5,906,978    $     3,916,658
                                                ===========        ===========




Continued . . . .
                                      FS-5
<PAGE>


                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)

                      STATEMENTS OF CASH FLOWS - CONTINUED

                    For The Year Ended December 31, 1997 and
                  For The Period July 1, 1996 (Date Operations
                         Commenced) to December 31, 1996



                                  

                                               1997                   1996
                                            ---------              ---------


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
 INFORMATION -
   Cash paid during the period for:
       Interest                         $              -   $               -
                                         ===============    ================
       Income taxes                     $            800   $               -
                                         ===============    ================


SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES:

   During the year and period ended  December  31, 1997 and 1996,  respectively,
   the Partnership incurred,  but did not pay, $27,976 and $23,139 in management
   fees, respectively.

   During the period ended December 31, 1996, the Partnership incurred,  but did
   not pay,  $220,831 of payables to an affiliate  for offering and  acquisition
   expenses.

   During the period ended December 31, 1996, the Partnership incurred,  but did
   not pay, $21,271 of payables to affiliates for acquisition fees.

   During the period ended December 31, 1996, the Partnership incurred,  but did
   not pay,  $4,267,232 of payables to limited  partnerships  in connection with
   its investments in limited partnerships.

   As of December 31, 1996,  $861,250 of capital  contributions were recorded as
   subscriptions receivable.

   During the period ended December 31, 1996, the Partnership incurred,  but did
   not pay, $26,155 in payables to an affiliate for a property deposit.








                 See accompanying notes to financial statements
                                      FS-6

<PAGE>

                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

                    For The Year Ended December 31, 1997 and
                  For The Period July 1, 1996 (Date Operations
                         Commenced) To December 31, 1996


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

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

WNC  Housing Tax Credit Fund V, L.P.,  Series 4 (the  "Partnership")  was formed
under the  California  Revised  Limited  Partnership  Act on July 26, 1995,  and
commenced operations on July 1, 1996. Prior to July 1, 1996, the Partnership was
considered a development-stage  enterprise. The Partnership was formed to invest
primarily in other limited  partnerships which will own and operate multi-family
housing complexes that will qualify for low income housing credits.

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

Pursuant to the  Partnership  Agreement,  the  Partnership is authorized to sell
25,000 Units at $1,000 per Unit (the "Units").  The offering of Units  concluded
in July 1997 at which time  22,000  Units in the amount of  $21,914,830,  net of
$85,170 of  discounts  for volume  purchases,  had been  accepted.  The  General
Partner has a 1% interest in operating  profits and losses,  taxable  income and
loss and in cash available for distribution  from the  Partnership.  The limited
partners  will be allocated  the  remaining  99% of these items in proportion to
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  a
subordinated  disposition  fee (as described in Note 4), 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.

The Partnership's  investments in limited  partnerships are subject to the risks
incident to the management and ownership of multifamily residential real estate,
and  include  the risks  that  neither  the  Partnership's  investments  nor the
apartment   complexes  owned  by  the  limited   partnerships  will  be  readily
marketable. Additionally, there can be no assurance that the Partnership will be
able to dispose of its interests in the 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
apartment  complexes  and the  Partnership.  The  apartment  complexes  could be
subject to loss through  foreclosure.  In addition,  each limited partnership is
subject to risks relating to  environmental  hazards which might be uninsurable.
Because the Partnership's ability to control its operations will depend on these
and other  factors  beyond the  control of the  General  Partner and the general
partners of the limited partnerships, there can be no assurance that Partnership
operations will be profitable or that the  anticipated  housing tax credits will
be available to limited partners.


                                      FS-7
<PAGE>


                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS -CONTINUED

                    For The Year Ended December 31, 1997 and
                  For The Period July 1, 1996 (Date Operations
                         Commenced) To December 31, 1996


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

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

The Partnership  accounts for its investments in limited  partnerships using the
equity method of  accounting,  whereby the  Partnership  adjusts its  investment
balance for its share of the limited partnership's results of operations and for
any distributions  received. The accounting policies of the limited partnerships
are  consistent  with the  Partnership.  Costs  incurred by the  Partnership  in
acquiring the investments in limited partnerships are capitalized as part of the
investment and amortized over 30 years (see Note 4).

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

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

The  Partnership  considers all  investments  with maturities of three months or
less  when  purchased  to  be  cash   equivalents.   Cash  equivalents   totaled
approximately  $5,651,000 at December 31, 1997 and  represented  investments  in
U.S. Treasury Bills. There were no cash equivalents at December 31, 1996.

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

At December  31, 1997 and 1996,  the  Partnership  maintained  cash  balances at
certain financial institutions in excess of the federally insured maximum.

Offering Expenses
-----------------

Offering expenses consist of underwriting  commissions,  dealer-management fees,
legal fees,  printing,  filing and recordation fees, and other costs incurred in
connection with the selling of limited partnership interests in the Partnership.
The General Partner is obligated to pay all offering and  organization  costs in
excess of 13.5%  (including sales  commissions) of the total offering  proceeds.
Offering  expenses are  reflected as a reduction of limited  partners'  capital.
Through  December 31,  1997,  the  Partnership  incurred  offering  expenses and
selling expenses of $1,348,208 and $1,584,445, respectively (see Note 4).

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.

                                      FS-8

<PAGE>
                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS -CONTINUED

                    For The Year Ended December 31, 1997 and
                  For The Period July 1, 1996 (Date Operations
                         Commenced) To December 31, 1996


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

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

Net loss per limited partner unit is computed by dividing the limited  partners'
share of net loss by the weighted  number of limited  partner units  outstanding
during the period.

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

Loans receivable  represent amounts loaned by the Partnership to certain limited
partnerships in which the  Partnership  may invest.  These loans will be applied
against  the  first  capital  contribution  due  if the  Partnership  ultimately
acquires a limited partnership  interest. In the event that the Partnership does
not  acquire a limited  partnership  interest,  the loans are to be repaid  with
interest  at a rate which is equal to the rate  charged to the holder  (8.75% at
December 31, 1997).  Loans receivable with a balance of $301,226 at December 31,
1997,  were  collectible  from  three  limited  partnerships,  one of which  was
acquired during 1998 (see Note 8).

NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS
--------------------------------------------

As of December 31,  1997,  the  Partnership  had  acquired  limited  partnership
interests in ten limited partnerships, each of which owns one apartment complex.
As of December 31, 1997, construction of one of the apartment complexes had been
partially  completed  and the other nine had begun  operations.  The  respective
general partners of the limited partnerships manage the day to day operations of
the limited  partnerships.  Significant limited  partnership  business decisions
require the approval of the Partnership.  The Partnership, as a limited partner,
is entitled to 99%, as specified in the partnership agreements, of the operating
profits  and losses of the  limited  partnerships  upon its  acquisition  of its
limited partnership interests.

The  Partnership  investments  in  the  limited  partnerships  as  shown  in the
accompanying  balance sheets as of December 31, 1997 and 1996 are  approximately
$4,273,000 and $4,908,000,  respectively,  greater than the Partnership's equity
as shown in the limited partnerships'  financial statements.  This difference is
primarily due to acquisition costs related to the acquisition of the investments
that have been capitalized in the Partnership's investment account and are being
amortized over 30 years (see Note 4) and certain capital  contributions  accrued
but not paid (see Note 5).

Following  is a summary of the equity  method  activity  of the  investments  in
limited  partnerships  for the year ended  December  31, 1997 and for the period
ended December 31, 1996:



                                      FS-9

<PAGE>
                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS -CONTINUED

                    For The Year Ended December 31, 1997 and
                  For The Period July 1, 1996 (Date Operations
                         Commenced) To December 31, 1996


NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued
-------------------------------------------------------

                                                    1997                 1996
                                                 ---------            ---------

Investments per balance sheet, 
beginning of period                      $      6,700,570     $             -

Capital contributions to limited 
partnerships                                    6,194,337            1,822,912

Capital contributions payable to 
limited partnerships                            1,329,465            4,267,232

Capitalized acquisition fees and costs          1,047,315              642,606

Amortization of acquisition fees and costs        (42,034)              (2,851)

Equity in losses of limited partnerships         (334,756)             (29,329)
                                          ---------------     ----------------

Investments per balance sheet, 
end of period                            $     14,894,897     $      6,700,570
                                          ===============     ================

The  financial  information  from the  individual  financial  statements  of the
limited  partnerships  includes rental and interest subsidies.  Rental subsidies
are generally  included in total  revenues and interest  subsidies are generally
netted in interest expense. Approximate combined condensed financial information
from the  individual  financial  statements  of the limited  partnerships  as of
December 31, 1997 and 1996 and for the year and period then ended is as follows:

                        COMBINED CONDENSED BALANCE SHEETS


                                                1997                 1996
                                             ---------             --------

ASSETS                                                       

Land                                      $      2,262,000   $       1,515,000
Construction in progress                           545,000           1,759,000
Buildings, net of accumulated 
 depreciation of $409,000 and $62,000
 in 1997 and 1996, respectively                 28,089,000           2,564,000
Due from related parties                            36,000             256,000
Other assets                                     2,211,000             742,000
                                           ---------------    ----------------

                                          $     33,143,000   $       6,836,000
                                           ===============    ================

                                     FS-10
<PAGE>

                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS -CONTINUED

                    For The Year Ended December 31, 1997 and
                  For The Period July 1, 1996 (Date Operations
                         Commenced) To December 31, 1996

NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued

                  COMBINED CONDENSED BALANCE SHEETS - CONTINUED

                                                   1997               1996
                                                ---------           --------

LIABILITIES AND PARTNERS' EQUITY

Liabilities:
Construction and mortgage loans payable        $ 17,372,000        $ 3,017,000
Other liabilities (including due to
related parties of $2,238,000 and
 $274,000 in 1997 and 1996, respectively)         2,476,000            419,000
                                              -------------       ------------
         Total liabilities                       19,848,000          3,436,000
                                              -------------       ------------
Partners' equity:
   WNC Housing Tax Credit Fund V, L.P. 
       Series 4                                  10,622,000          1,793,000
   WNC Housing Tax Credit Fund V, L.P.
       Series 3                                   2,021,000          1,291,000
   Other partners                                   652,000            316,000
                                              -------------       ------------
         Total partners' equity                  13,295,000          3,400,000
                                              -------------       ------------

                                               $ 33,143,000        $ 6,836,000
                                              =============       ============


                   COMBINED CONDENSED STATEMENT OF OPERATIONS

                                                 1997                   1996
                                              ---------               --------

Total revenue                             $        944,000    $        62,000
                                           ---------------       ------------

Expenses:
   Operating expenses                              667,000             36,000
   Interest expense                                333,000             19,000
   Depreciation                                    347,000             34,000
                                           ---------------       ------------

         Total expenses                          1,347,000             89,000
                                           ---------------       ------------

Net loss                                  $       (403,000)   $       (27,000)
                                           ===============       ============ 

Net loss allocable to Partnership         $       (335,000)   $       (29,000)
                                           ===============       ============ 


                                     FS-11
<PAGE>
                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS -CONTINUED

                    For The Year Ended December 31, 1997 and
                  For The Period July 1, 1996 (Date Operations
                         Commenced) To December 31, 1996


NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued
-------------------------------------------------------

Certain of the limited  partnerships have incurred operating losses,  additional
capital  contributions by the Partnership may be required to sustain  operations
of such limited  partnerships.  If additional capital contributions are not made
when they are required, the Partnership's  investment in certain of such limited
partnerships could be impaired.

NOTE 4 - RELATED PARTY TRANSACTIONS
-----------------------------------

As of December 31, 1997,  due from  affiliates  consisted of an  overpayment  of
commissions  totaling $65,875 and an advance to an affiliate for the purchase of
a certain limited  partnership  interest  totaling  $210,900.  Such advances are
non-interest  bearing, due on demand and are expected to be collected within one
year.

Under the terms of the  Partnership  Agreement,  the Partnership 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
         Partnership  units as compensation for services  rendered in connection
         with the acquisition of limited partnerships. Through December 31, 1997
         and 1996, the Partnership  incurred  acquisition fees of $1,571,597 and
         $582,690, respectively.  Accumulated amortization totaled $44,885 as of
         December 31, 1997 and was insignificant for 1996.

         Reimbursement  of costs incurred by an affiliate of the General Partner
         in  connection  with the  acquisition  of limited  partnerships.  These
         reimbursements  will  not  exceed  1% of the  gross  proceeds.  Through
         December 31, 1997 and 1996, the Partnership  incurred acquisition costs
         of $118,324  and  $59,916,  respectively,  which have been  included in
         limited   partnership   investment.    Accumulated   amortization   was
         insignificant for 1997 and 1996.

         An  annual  asset  management  fee equal to the  greater  amount of (i)
         $2,000 for each apartment 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  (defined as the
         Partnership's  capital  contributions plus its allocable  percentage of
         the mortgage debt  encumbering the apartment  complexes) of the limited
         partnerships. The Partnership incurred asset management fees of $57,976
         for the year ended  December  31, 1997 and $23,139 for the period ended
         December 31, 1996.  During 1997, the Partnership  paid $30,000 of asset
         management fees.

         A  subordinated  disposition  fee in an amount equal to 1% of the sales
         price of real estate sold.  Payment of this fee is  subordinated to the
         limited  partners  receiving a return on investment  (as defined in the
         Partnership  Agreement) and is payable only if services are rendered in
         the sales effort.

                                     FS-12
<PAGE>

                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS -CONTINUED

                    For The Year Ended December 31, 1997 and
                  For The Period July 1, 1996 (Date Operations
                         Commenced) To December 31, 1996

NOTE 4 - RELATED PARTY TRANSACTIONS, continued
----------------------------------------------

Due to General Partner and affiliates on the accompanying balance sheet consists
of the following at December 31, 1997 and 1996:

                                                    1997              1996
                                                 ---------         ---------

Acquisition fees                                $        -        $    21,271

Advances made for acquisition costs, 
and organizational, offering and selling 
expenses                                             1,088            220,831

Advance from affiliate for property deposit              -             26,155

Management fees                                     51,115             23,139
                                                 ---------         ----------

                                                $   52,203        $   291,396
                                                 =========         ==========


NOTE 5 - PAYABLES TO LIMITED PARTNERSHIPS
-----------------------------------------

Payables  to limited  partnerships  represent  amounts  which are due at various
times based on conditions specified in the limited partnership agreements. These
contributions are non-interest  bearing, are payable in installments and are due
upon the  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.








                                     FS-13
<PAGE>

                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS -CONTINUED

                    For The Year Ended December 31, 1997 and
                  For The Period July 1, 1996 (Date Operations
                         Commenced) To December 31, 1996

NOTE 7 - SUBSCRIPTIONS AND NOTES RECEIVABLE
-------------------------------------------

The  Partnership  had  received  175 units  consisting  of  promissory  notes of
$175,000 as of December 31,  1997,  all of which were  collected in 1998.  As of
December 31, 1996, the Partnership had  subscriptions for 1,049 units consisting
of  receivables of $861,250,  net of discounts of $750, and promissory  notes of
$187,000,  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,  with interest at the rate of 9.75%
per annum and due no later than 13 months after the subscription date. Since the
subscriptions  receivable were collected subsequent to year-end, the Partnership
has  reflected  such  amounts  as  capital  contributions  and an  asset  in the
accompanying financial statements as of December 31, 1996.

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

Subsequent  to  December  31,  1997,  the   Partnership   acquired  two  limited
partnership   interests   which   required   capital   contributions    totaling
approximately  $1,087,000,  of which  $110,000 had been  advanced for one of the
limited  partnership  interests  as of  December  31,  1997  (see  Note 2).  The
Partnership  is  negotiating  to  acquire  one  additional  limited  partnership
interest  which  would  commit  the   Partnership   to  an  additional   capital
contribution of  approximately  $1,622,000,  of which $91,000 was advanced as of
December 31, 1997 (see Note 2).




     









                                FS-14
<PAGE>
                                                 

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

NONE.

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  Associates  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.  Substantially  all of the shares of Associates are owned
by Wilfred N.  Cooper,  Sr.,  through the Cooper  Revocable  Trust,  and John B.
Lester, Jr., through the Lester Family Trust.

WILFRED  N.  COOPER,  SR.,  age 67,  has been the  principal  shareholder  and a
Director of WNC & ASSOCIATES,  INC. since its  organization  in 1971, of SHELTER
RESOURCE  CORPORATION since its organization in 1981 and of WNC RESOURCES,  INC.
from its organization in 1988 through its acquisition by WNC & ASSOCIATES,  INC.
in 1991,  serving  as  President  of  those  companies  until  1992 and as Chief
Executive Officer since 1992, and has been a Director of WNC CAPITAL CORPORATION
since its organization. He is also a general partner with WNC & ASSOCIATES, INC.
in WNC FINANCIAL GROUP,  L.P. and WNC TAX CREDIT PARTNERS,  L.P. During 1970 and
1971  he  was  a  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.  Previously,  he had  responsibility  for new  business
development including factory-built housing evaluation and project management in
urban  planning  and  development.  Mr.  Cooper is a Director  of the  Executive
Committee  of the  National  Association  of  Home  Builders  (NAHB)  and a past
Chairman of the NAHB's Rural Housing Council, a Director of the National Housing
Conference,  a Director of the Affordable  Housing Tax Credit Coalition,  a past
President of the California Council of Affordable Housing (CCAH) (formerly Rural
Builders  Council of  California),  and a past President of Southern  California
Chapter II of the Real Estate  Syndication and Securities  Institute  (RESSI) of
the National  Association of Realtors  (NAR).  Mr. Cooper  graduated from Pomona
College in 1956 with a Bachelor of Arts degree.

JOHN B. LESTER, JR., age 64, has been a shareholder, a Director and Secretary of
WNC & ASSOCIATES,  INC. since 1986,  Executive Vice President from 1986 to 1992,
and President and Chief Operating Officer since 1992, and has been a Director of
WNC CAPITAL CORPORATION since its organization. He was a shareholder,  Executive
Vice  President,  Secretary  and a Director  of WNC  RESOURCES,  INC.  from 1988
through its acquisition by WNC & ASSOCIATES,  INC. in 1991. From 1973 to 1986 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 is a former
Director of the Los Angeles  Chapter of the  Associated  General  Contractors of
California.  His  responsibilities  at WNC & ASSOCIATES,  INC.  include property
acquisitions and company operations. Mr. Lester graduated from the University of
Southern  California  in 1956 with a Bachelor  of Science  degree in  Mechanical
Engineering.

DAVID N. SHAFER,  age 45, has been a Director of WNC &  ASSOCIATES,  INC.  since
1997, a Senior Vice President  since 1992,  and General  Counsel since 1990, and
served as Asset  Management  Director from 1990 to 1992, and has been a Director
and Secretary of WNC Management, Inc. since its organization.  Previously he was
employed as an associate attorney by the law firms of Morinello,  Barone, Holden
& Nardulli  from 1987 until  1990,  Frye,  Brandt & Lyster from 1986 to 1987 and
Simon and Sheridan from 1984 to 1986.  Mr. Shafer is a Director and President of
CCAH, a member of NAHB's Rural  Housing  Council,  a past  President of Southern
California Chapter II of RESSI, a past Director of the Council of Affordable and
Rural Housing and Development  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 and from the  University of San Diego in 1986 with a Master
of Law degree in Taxation.

                                       18

<PAGE>

WILFRED N. COOPER,  JR.,  age 35, has been  employed by WNC &  ASSOCIATES,  INC.
since 1988 and has been a Director since 1997  Executive  Vice  President  since
1998, and a Senior Vice President  since 1992. Mr. Cooper heads the  Acquisition
Originations  department  at  WNC,  has  been  President  of,  and a  registered
principal with, WNC CAPITAL  CORPORATION,  a member firm of the NASD,  since its
organization,  and  has  been  a  Director  of WNC  Management  Inc.  since  its
organization.  Previously,  he was employed as a government affairs assistant by
Honda North America from 1987 to 1988, and as a legal  assistant with respect to
Federal  legislative and regulatory  matters by the law firm of Schwartz,  Woods
and Miller from 1986 to 1987. Mr. Cooper is an alternate  director and member of
NAHB's Rural Housing Council and serves as Chairman of its Membership Committee.
Mr.  Cooper  graduated  from The American  University in 1985 with a Bachelor of
Arts degree.

THEODORE M. PAUL, age 42, has been Vice President - Finance of WNC & ASSOCIATES,
INC. since 1992 and Chief Financial  Officer since 1990, and has been a Director
and Chief  Financial  Officer of WNC  Management  Inc.  since its  organization.
Previously,  he was a Vice  President  and Chief  Financial  Officer of National
Partnership  Investments  Corp.,  a sponsor  and general  partner of  syndicated
partnerships  investing in affordable  rental housing qualified for tax credits,
from 1986 until 1990, and was employed as an associate by the  accounting  firms
of Laventhol & Horwath,  during 1985, and Mann & Pollack Accountants,  from 1979
to 1984.  Mr. Paul is a member of the  California  Society of  Certified  Public
Accountants  and the American  Institute of Certified  Public  Accountants.  His
responsibilities  at WNC &  ASSOCIATES,  INC.  include  supervision  of investor
partnership  accounting  and tax reporting  matters and monitoring the financial
condition  of the  Local  Limited  Partnerships  in which the  Partnership  will
invest.  Mr.  Paul  graduated  from the  University  of  Illinois in 1978 with a
Bachelor of Science degree and is a Certified Public  Accountant in the State of
California.

THOMAS J. RIHA,  age 43, has been Vice  President  - Asset  Management  of WNC &
ASSOCIATES, INC. since 1994, and has been a Director and Chief Executive Officer
of WNC  Management  Inc.  since  its  organization.  He has more  than 17 years'
experience in commercial and multi-family real estate investment and management.
Previously,  Mr.  Riha was  employed  by Trust  Realty  Advisor,  a real  estate
acquisition  and  management  company,  from 1988 to 1994,  last serving as Vice
President - Operations.  His responsibilities at WNC & ASSOCIATES,  INC. include
monitoring  the  operations  and  financial   performance   of,  and  regulatory
compliance  by,  properties in the WNC  portfolio.  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 in the State of  California  and a member of the
American Institute of Certified Public Accountants.

SY P. GARBAN, age 52, has 20 years' experience in the real estate securities and
syndication industry. He has been associated with WNC & ASSOCIATES,  INC., since
1989,  serving as National Sales  Director  through 1992 and as Vice President -
National  Sales since  1992.  Previously,  he was  employed  as  Executive  Vice
President by MRW,  Inc.,  Newport  Beach,  California  from 1980 to 1989, 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.

CARL FARRINGTON,  age 55, has been associated with WNC & ASSOCIATES,  INC. since
1993, and has served as Director  Originations  since 1994.  Mr.  Farrington has
more  than 12  years'  experience  in  finance  and  real  estate  acquisitions.
Previously,  he served as Acquisitions Director for The Arcand Company from 1991
to 1993, and as Treasurer and Director of Finance and Administrator for Polytron

                                       19
<PAGE>

Corporation  from 1988 to 1991.  Mr.  Farrington is a member and Director of the
Council  of  Affordable  and  Rural  Housing  and  Development.  Mr.  Farrington
graduated from Yale  University  with a Bachelor of Arts degree in 1966 and from
Dartmouth College with a Master of Business Administration in 1970.

DAVID TUREK, age 43, has been Director - Originations of WNC & ASSOCIATES,  INC.
since 1996. He has 23 years' experience in real estate finance and acquisitions.
Previously,  from 1995 to 1996 Mr. Turek  served as a consultant  for a national
Low  Income  Housing  Credit  sponsor  where  he  was  responsible  for  on-site
feasibility  studies and due  diligence  analyses of Low Income  Housing  Credit
properties,  from 1992 to 1995 he served as Executive Vice President for Levcor,
Inc., a  multi-family  development  company,  and from 1990 to 1992 he served as
Vice  President  for the Paragon Group where he was  responsible  for Low Income
Housing  Credit  development  activities.  Mr.  Turek  graduated  from  Southern
Methodist University in 1976 with a Bachelor of Business Administration degree.

N. PAUL BUCKLAND, age 36, has been employed by WNC & ASSOCIATES, INC. since 1994
and  currently  serves  as  Vice  President  -  Acquisitions.  He has 11  years'
experience  in  analysis  pertaining  to the  development  of  multi-family  and
commercial  properties.   Previously,  from  1986  to  1994  he  served  on  the
development  team of the Bixby Ranch which  constructed  more than 700 apartment
units  and more than one  million  square  feet of  "Class  A"  office  space in
California  and  neighboring  states,  and from 1984 to 1986 he served 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.

MICHELE M. TAYLOR,  age 43, has been  employed by WNC & ASSOCIATES,  INC.  since
1986,  serving as a paralegal and office manager,  and currently is the Investor
Services  Director.  Previously she was  self-employed  between 1982 and 1985 in
non-financial  services  activities  and from 1978 to 1981 she was employed as a
paralegal by a law firm which  specialized  in real estate  limited  partnership
transactions.  Ms. Taylor graduated from the University of California, Irvine in
1976 with a Bachelor of Arts degree.

THERESA I. CHAMPANY,  age 40, has been employed by WNC & ASSOCIATES,  INC. since
1989 and currently is the Marketing Services Director and a registered principal
with WNC  CAPITAL  CORPORATION.  Previously,  she was  employed  as  Manager  of
Marketing  Services  by August  Financial  Corporation  from 1986 to 1989 and as
office manager and Assistant to the Vice  President of Real Estate  Syndications
by  McCombs  Securities  Co.,  Inc.  from 1979 to 1986.  Ms.  Champany  attended
Manchester (Conn.) Community College from 1976 to 1978.

KAY L.  COOPER,  age 61, has been an officer and  Director of WNC &  ASSOCIATES,
INC. since 1971 and of WNC RESOURCES,  INC. from 1988 through its acquisition by
WNC & ASSOCIATES, INC. in 1991. Mrs. Cooper has also been the sole proprietor of
Agate 108, a manufacturer and retailer of home accessory  products,  since 1975.
She is the wife of Wilfred N. Cooper,  Sr., the mother of Wilfred N. Cooper, Jr.
and the sister of John B. Lester,  Jr. Mrs. Cooper graduated from the University
of Southern California in 1958 with a Bachelor of Science degree.

Item 11.  Executive Compensation

(1)
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)  Organization  and Offering  Expenses.  The Partnership  accrued or paid the
General  Partner  or  its  affiliates  as of  December  31,  1997  approximately
$2,932,700  for  selling   commissions  and  other  fees  and  expenses  of  the
Partnership's  offering of Units.  Of the total  accrued or paid,  approximately

                                       20

<PAGE>

$2,496,100 was paid or to be paid to unaffiliated  persons  participating in the
Partnership's  offering  or  rendering  other  services in  connection  with the
Partnership's offering.

(b)  Acquisition  fees in an amount  equal to 7.5% of the gross  proceeds of the
Partnership's Offering ("Gross Proceeds") allocable to each of the Local Limited
Partnerships.  Through  December 31, 1997,  the aggregate  amount of acquisition
fees paid was approximately $1,571,600.

(c) The  Partnership  reimbursed  the General  Partner or its  affiliates  as of
December  31,  1997 for  acquisition  expense,  not to  exceed  1% of the  Gross
Proceeds, expended by such persons on behalf of the Partnership in the amount of
approximately $118,300.

(d) An annual  asset  management  fee in an amount  equal to the  greater of (i)
$2,000 for each  Apartment  Complex,  or (ii)  0.275% of Gross  Proceeds.  Asset
management  fee of $57,976 and $23,139 was incurred for the year ended  December
31, 1997 and the period of July 1, 1996 through December 31, 1996,  respectively
of which $30,000 was paid in 1997.

(e) A  subordinated  disposition  fee in an amount equal to 1% of the sale price
received in connection  with the sale or disposition of an Apartment  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)  13%  through  December  31,  2006,  and  (ii)  6% for  the  balance  of the
Partnerships term. No disposition fees have been paid.

(f) The General  Partner was allocated Low Income Housing  Credits of $3,587 and
$659 in 1997 and 1996, respectively.


Item 12.  Security Ownership of Certain Beneficial Owners and Management

(a)   Security Ownership of Certain Beneficial Owners

No person is known to own beneficially in excess of 5% of the outstanding Units.

(b)   Security Ownership of Management

Neither the General Partner,  Associates nor any of the officers or directors of
Associates own directly or beneficially any limited partnership interests in the
Partnership.

(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

                                       21

<PAGE>

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

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

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

Financial statements. Report of independent public accountants Balance sheets as
of December 31, 1997 and 1996.
Statements of Operations  for the year ended December 31, 1997 and the period of
July 1, 1996 (Date  Operations  Commenced)  to December 31, 1996  Statements  of
Partners'  Equity for the year ended December 31, 1997 and the period of July 1,
1996 (Date  Operations  Commenced) to December 31, 1996 Statements of Cash Flows
for the year  ended  December  31,  1997 and the  period of July 1,  1996  (Date
Operations  Commenced)  to  December  31,  1996 Notes to  Financial  Statements.
Financial Statement Schedules:
     N/A


Exhibits
(3.1):  Articles of  incorporation  and by-laws:  The registrant is not
incorporated.  The  Partnership  Agreement  is  included  as  Exhibit  B to  the
to Post Effective Amendment  No. 6 dated March 25, 1997

(3.2) First Amendment to Agreement of Limited Partnership  included as Exhibit B
to the to Post Effective Amendment No. 6 dated March 25, 1997

Material Contracts

10.1 Blessed  Rock of El Monte filed as exhibit 10.1 to Form 8-K Current  Report
dated September 19, 1996 is herein incorporated by reference as exhibit 10.1.

10.2  Agreement of Limited  Partnership  of Crescent  City  Apartments  filed as
exhibit  10.1 to Form 8-K  Current  Report  dated  September  25, 1996 is herein
incorporated by reference as exhibit 10.2.

10.3 Agreement of Limited  Partnership  of Ashford Place, a Limited  Partnership
filed as exhibit  10.1 to Form 8-K Current  Report  dated  December  31, 1996 is
herein incorporated by reference as exhibit 10.3

10.4  Amended  and  Restated  Agreement  of Limited  Partnership  of Lamar Plaza
Apartments,  L. P.  filed as  exhibit  10.2 to Form  8-K  Current  Report  dated
December 31, 1996 is herein incorporated by reference as exhibit 10.4.


                                       22

<PAGE>

10.5 Amended and Restated  Agreement of Limited  Partnership  of Woodland , Ltd.
filed as exhibit  10.3 to Form 8-K Current  Report  dated  December  31, 1996 is
herein incorporated by reference as exhibit 10.5.

10.6  Amended  and  Restated  Agreement  of  Limited  Partnership  of  Ogallalla
Apartments  I Limited  Partnership  filed as  exhibit  10.1 to Form 8-K  Current
Report  dated  October 15, 1996 is herein  incorporated  by reference as exhibit
10.6.

10.7  Amended  and  Restated  Agreement  of  Limited  Partnership  of Mesa Verde
Apartments, Limited Partnership filed as exhibit 10.1 to Form 8-K Current Report
dated December 31, 1996 is herein incorporated by reference as exhibit 10.7.

10.8  Amended  and  Restated  Agreement  of Limited  Partnership  of D.  Hilltop
Apartments,  Ltd.  filed as exhibit 10.1 to Form 8-K Current  Report dated April
14, 1997 is herein incorporated by reference as exhibit 10.8.

10.9  Amended  and  Restated  Agreement  of  Limited   Partnership  of  Broadway
Apartments Limited  Partnership filed as exhibit 10.1 to Form 8-K Current Report
dated April 10, 1997 is herein incorporated by reference as exhibit 10.9.

10.10 Amended and Restated  Agreement of Limited  Partnership  of Mountain Vista
Limited  Partnership  filed as exhibit 10.1 to Form 8-K Current Report dated May
15, 1997 is herein incorporated by reference as exhibit 10.10.


REPORTS ON 8-K.

No Forms 8-K Current Reports were filed in the quarter ended December 31, 1997.




                                       23
<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 4

By:    WNC Tax Credit Partners, L.P.        General Partner

By:    WNC & Associates, Inc.       General Partner


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

Date: October 28, 1998

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

Date: October 28, 1998





         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, Sr.
     -----------------------------------------------------
Wilfred N. Cooper, Sr.     Chairman of the Board

Date: October 28, 1998


By:    /s/    John B. Lester, Jr.
     -----------------------------------------------------
John B. Lester, Jr.        Secretary of the Board

Date: October 28, 1998






                                       24