UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K


(Mark One)

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

                        For the year ended March 31, 2008

                                       OR

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

             For the transition period from __________ to __________

                         Commission file number: 0-21895


                  WNC HOUSING TAX CREDIT FUND V, L.P., Series 3
             (Exact name of registrant as specified in its charter)

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


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


                                 (714) 662-5565
                               (Telephone Number)

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

                                      NONE

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

                      UNITS OF LIMITED PARTNERSHIP INTEREST
                                (Title of Class)

                                       1

<PAGE>

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act
Yes_____ No___X__

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act.
Yes_____ No___X__


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               No    X__

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|

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer___ Accelerated filer___

Non-accelerated filer___X__ Smaller reporting company___

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes____ No__X__

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common  equity,  as of
the last business day of the registrant's most recently  completed second fiscal
quarter.

                                  INAPPLICABLE


                       DOCUMENTS INCORPORATED BY REFERENCE

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

                                      NONE

                                       2

<PAGE>

PART I.

Item 1.  Business

Organization

WNC  Housing  Tax  Credit  Fund  V,  L.P.,  Series  3 (the  "Partnership")  is a
California Limited  Partnership formed under the laws of the State of California
on March 28, 1995, and commenced operations on October 24, 1995. The Partnership
was  formed  to  acquire   limited   partnership   interests  in  other  limited
partnerships  ("Local Limited  Partnerships")  which owns  multi-family  housing
complexes ("Housing Complexes") that are eligible for Federal low income housing
tax credits ("Low Income Housing Tax Credits").  The local general partners (the
"Local   General   Partners")   of  each  Local   Limited   Partnership   retain
responsibility for maintaining, operating and managing the Housing Complex. Each
Local Limited  Partnership  is governed by its agreement of limited  partnership
(the "Local Limited Partnership Agreement").

The general partner of the  Partnership is WNC & Associates,  Inc. (the "General
Partner" or  "Associates").  The chairman and the  president of  Associates  own
substantially  all of the outstanding  stock of Associates.  The business of the
Partnership  is  conducted   primarily  through  the  General  Partner,  as  the
Partnership has no employees of its own.

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

Sempra Energy Financial, a California corporation,  which is not an affiliate of
the Partnership or General Partner, has purchased 4,560 Partnership Units, which
represents  25.3% of the  Partnership  Units  outstanding  for the  Partnership.
Sempra Energy Financial invested $4,282,600.  A discount of $277,400 was allowed
due to a volume discount.  On July 1, 2006 Sempra Energy  Financial  transferred
their 4,560  Partnership Units to Sempra Section 42, LLC. See Item 12(b) in this
10-K.  Western  Financial  Savings  Bank,  which  is  not  an  affiliate  of the
Partnership or General Partner,  has purchased 1,068  Partnership  Units,  which
represent 5.9% of the Units  outstanding for the Partnership.  Western Financial
Savings  Bank  invested  $1,000,000.  A discount of $68,000 was allowed due to a
volume discount. See Item 12(b) in this 10-K.

The Partnership  shall continue in full force and effect until December 31, 2050
unless  terminated prior to that date pursuant to the Partnership  Agreement (as
defined below) or law.

Description of Business

The  Partnership's  principal  business  objective  is to  provide  its  Limited
Partners  with Low Income  Housing  Tax  Credits.  The  Partnership's  principal
business  therefore  consists of investing as a limited  partner or non-managing
member  in Local  Limited  Partnerships  each of which  will own and  operate  a
Housing  Complex which will qualify for the Low Income  Housing Tax Credits.  In
general,  under Section 42 of the Internal  Revenue Code, an owner of low income
housing  can  receive  the Low Income  Housing  Tax Credits to be used to reduce
Federal  taxes  otherwise  due in each year of a ten-year  credit  period.  Each
Housing  Complex is  subject to a 15 year  compliance  period  (the  "Compliance
Period"),  and under state law may have to be maintained  as low income  housing
for 30 or more years.

In general,  in order to avoid recapture of Low Income Housing Tax Credits,  the
Partnership  does not  expect  that it will  dispose of its  interests  in Local
Limited Partnerships ("Local Limited Partnership Interests") or approve the sale
by any Local Limited  Partnership of its Housing Complex prior to the end of the
applicable  Compliance  Period.  Because  of  (i)  the  nature  of  the  Housing
Complexes,  (ii) the  difficulty of predicting  the resale market for low income
housing and (iii) the ability of  government  lenders to disapprove of transfer,
it is not  possible  at this time to  predict  whether  the  liquidation  of the
Partnership's assets and the disposition of the proceeds,  if any, in accordance
with the Partnership's  Agreement of Limited  Partnership,  dated March 28, 1995
("Partnership  Agreement"),  will  be  accomplished  promptly  at the end of the
Compliance Period. If a Local Limited  Partnership is unable to sell its Housing

                                       3
<PAGE>

Complex,  it is anticipated  that the Local General Partner will either continue
to operate such Housing  Complex or take such other actions as the Local General
Partner  believes to be in the best interest of the Local  Limited  Partnership.
Notwithstanding the preceding,  circumstances  beyond the control of the General
Partner or the Local General  Partners may occur during the  Compliance  Period,
which would  require the  Partnership  to approve the  disposition  of a Housing
Complex prior to the end thereof,  possibly resulting in recapture of Low Income
Housing Tax Credits.

The Partnership originally invested in eighteen Local Limited Partnerships,  two
of which had been sold or otherwise  disposed of as of March 31,  2008.  Each of
these Local Limited Partnerships owns or owned a single Housing Complex that was
eligible  for  the  Low  Income  Housing  Tax  Credits.  Certain  Local  Limited
Partnerships may also benefit from additional government programs promoting low-
or moderate-income housing.

Exit Strategy

The  Compliance  Period for a Housing  Complex is generally  15 years  following
construction or  rehabilitation  completion.  Associates was one of the first in
the industry to offer syndicated  investments in Low Income Housing Tax Credits.
The initial programs are completing their Compliance Periods.

The  following  table  reflects  the  15-year  compliance  period of the sixteen
Housing Complexes:

                Expiration Date for 15-year compliance period
                                                                15-year
              Local Limited Partnership Name                Expiration Date
------------------------------------------------------------------------------

Alliance Apartments I Limited Partnership                                2010
Blessed Rock of El Monte                                                 2012
Broadway Apartments, Limited Partnership                                 2013
Curtis Associates I, L.P.                                                2012
Escatawpa Village Associates, Limited Partnership                        2011
Hastings Apartments I, Limited Partnership                               2011
Heritage Apartments I, L.P.                                              2012
Hillcrest Associates, A Limited Partnership                              2011
Patten Towers, L.P. II                                                   2011
Prairieland Properties of Syracuse II, L.P.                              2012
Raymond S. King Apartments Limited Partnership                           2012
Rosedale Limited Partnership                                             2011
Shepherd South Apartments I, Ltd.                                        2010
Solomon Associates I, L.P.                                               2012
Talladega County Housing Ltd.                                            2011
The Willows Apartments, L.P.                                             2011

With that in mind,  the General  Partner is continuing its review of the Housing
Complexes,  with special  emphasis on the more mature Housing  Complexes such as
any that have satisfied the IRS compliance  requirements.  The review  considers
many factors, including extended use requirements (such as those due to mortgage
restrictions  or state  compliance  agreements),  the  condition  of the Housing
Complexes, and the tax consequences to the Limited Partners from the sale of the
Housing Complexes.

Upon  identifying  those  Housing  Complexes  with the highest  potential  for a
successful sale, refinancing or syndication,  the Partnership expects to proceed
with  efforts to  liquidate  them.  The  objective  is to  maximize  the Limited
Partners'  return  wherever   possible  and,   ultimately,   to  wind  down  the
Partnership.  Local Limited Partnership Interests may be disposed of any time by
the  General  Partner  in its  discretion.  While  liquidation  of  the  Housing
Complexes continues to be evaluated,  the dissolution of the Partnership was not
imminent  as of  March  31,  2008.  As of March  31,  2008  none of the  Housing
Complexes had completed the 15 year compliance period.

During the prior year ended  March,  31, 2007 the  partnership  sold the Housing
Complex of one Local  Limited  Partnership,  Cascade  Pines II,  L.P.  ("Cascade
Pines") and the Local Limited  Partnership was subsequently  dissolved.  Cascade

                                       4

<PAGE>

Pines had not completed its 15-year  compliance  period. The Partnership did not
purchase a recapture  bond since the cost of the bond was equal to the amount of
Low Income Housing Tax Credits at risk for recapture. The Partnership retained a
cash balance to cover any recapture.  The Housing  Complex was sold for the same
amount as the  outstanding  mortgage owing.  The net investment  balance in this
Local Limited  Partnership  was zero.  Since there was no  distribution  of cash
there was no gain or loss for the  Partnership.  The disposition was due to this
Local Limited Partnership  experiencing  operational and cash flow issues. As of
March 31, 2007 the  Partnership  had advanced  approximately  $1,155,728 to this
Local Limited  Partnership which was not recovered and the advances were written
off as bad debt.

The proceeds from the  disposition of any of the Housing  Complexes will be used
first to pay  debts and  other  obligations  per the  respective  Local  Limited
Partnership Agreement.  Any remaining proceeds will then be paid to the partners
of the Local Limited Partnership,  including the Partnership, in accordance with
the terms of the particular Local Limited Partnership  Agreement,  the sale of a
Housing  Complex  may  be  subject  to  other   restrictions   and  obligations.
Accordingly,  there can be no assurance that a Local Limited Partnership will be
able to sell its Housing Complex.  Even if it does so, there can be no assurance
that any  significant  amounts of cash will be distributed  to the  Partnership.
Should  such  distributions  occur,  the  Limited  Partners  will be entitled to
receive  distributions  from the proceeds remaining after payment of Partnership
obligations and funding of reserves,  equal to their capital  contributions  and
their  return on  investment  (as  defined in the  Partnership  Agreement).  The
General  Partners  would then be  entitled  to receive  proceeds  equal to their
capital  contributions  from the remainder.  Any additional  sale or refinancing
proceeds will be distributed 90% to the Limited Partners (in proportion to their
respective investments) and 10% to the General Partner.

One Local Limited  Partnership,  Patten Towers L.P. II ("Patten Towers"),  had a
less-than-satisfactory  score from HUD on the 2006 and 2007 property inspection.
HUD  currently  has the  authority to revoke their  housing  assistance  program
("HAP") with Patten  Towers and thereby  suspend all rental  assistance  for the
tenants of Patten  Towers.  If HUD were to revoke the HAP contract  then most of
the  current  tenants  would be unable to make  their  rental  payments  thereby
denying  Patten  Towers with the necessary  monthly  revenue it needs to pay all
costs and expenses.  Patten Towers  requested and received  approval from HUD to
participate in a follow-up inspection.  As of January 2009, HUD re-inspected the
property  and Patten  Towers  received  an  acceptable  score  from HUD  thereby
allowing  the  property  to continue to  participate  in the housing  assistance
program.  Patten Towers is currently  listed for sale with a national  brokerage
firm. The  Partnership  does not anticipate any proceeds from the sale. Any sale
transaction contemplated will require that the property maintain compliance with
the  Section  42  tax  credit  provisions,  thereby  avoiding  recapture  of any
previously claimed tax credits.

Item 1A.  Risk Factors

Set forth below are the principal risks the Partnership believes are material to
the Limited Partners. The Partnership and the Local Limited Partnerships operate
in a continually changing business environment and, therefore,  new risks emerge
from time to time. This section contains some forward-looking statements. For an
explanation of the qualifications and limitations on forward-looking statements,
see Item 7.


(a)  Risks  arising from the Internal  Revenue Code rules  governing  Low Income
     Housing Tax Credits

     Low Income Housing Tax Credits might not be available. If a Housing Complex
does not satisfy the  requirements of Internal Revenue Code Section 42, then the
Housing Complex will not be eligible for Low Income Housing Tax Credits.

     Low Income  Housing Tax Credits might be less than  anticipated.  The Local
General  Partners  will  calculate  the  amount of the Low  Income  Housing  Tax
Credits.  No opinion of counsel will cover the  calculation of the amount of Low
Income Housing Tax Credits. The IRS could challenge the amount of the Low Income
Housing Tax Credits  claimed  for any Housing  Complex  under any of a number of
provisions set forth in Internal Revenue Code Section 42. A successful challenge
by the IRS would  decrease the amount of the Low Income Housing Tax Credits from
the amount paid for by the Partnership.

     Unless a bond is posted or a Treasury  Direct Account is  established,  Low
Income Housing Tax Credits may be recaptured if Housing  Complexes are not owned
and operated for 15 years.  Housing  Complexes must comply with Internal Revenue

                                       5

<PAGE>

Code  Section 42 for the  15-year  Compliance  Period.  Low Income  Housing  Tax
Credits will be recaptured with interest to the extent that a Housing Complex is
not rented as low  income  housing  or in some  other way does not  satisfy  the
requirements of Internal  Revenue Code Section 42 during the Compliance  Period.
For  example,  unless  a  bond  is  posted  or  a  Treasury  Direct  Account  is
established, recapture with interest would occur if:

     o    a Local  Limited  Partnership  disposed  of its  interest in a Housing
          Complex during the Compliance Period,
          or
     o    the   Partnership   disposed  of  its  interest  in  a  Local  Limited
          Partnership during the Compliance Period.

For these purposes, disposition includes transfer by way of foreclosure.

It will be up to the Partnership to determine  whether to post a bond.  There is
no obligation under the agreements with the Local Limited  Partnerships that the
Local Limited Partnerships must do so.

There can be no assurance that recapture will not occur.  If it does,  recapture
will be of a portion of all Low Income  Housing Tax Credits taken in prior years
for that  Housing  Complex,  plus  interest.  During  the  first 11 years of the
Compliance Period, non-compliance results in one-third of the credits up to that
point for the  particular  Housing  Complex  being  recaptured,  plus  interest.
Between years 12 and 15, the recapture is phased out ratably.

     Sales of Housing  Complexes after 15 years are subject to limitations which
may impact a Local Limited  Partnership's  ability to sell its Housing  Complex.
Each  Local  Limited  Partnership   executes  an  extended  low  income  housing
commitment with the state in which the Housing Complex is located.  The extended
low income housing  commitment states the number of years that the Local Limited
Partnership  and any  subsequent  owners  must rent the  Housing  Complex as low
income housing. Under Federal law, the commitment must be for at least 30 years.
The commitment actually agreed to may be significantly  longer than 30 years. In
prioritizing  applicants  for Low Income  Housing Tax Credits,  most states give
additional  points for commitment  periods in excess of 30 years. On any sale of
the Housing  Complex during the commitment  period,  the purchaser would have to
agree to  continue  to rent the  Housing  Complex as low income  housing for the
duration of the  commitment  period.  This  requirement  reduces  the  potential
market, and possibly the sales price, for the Housing  Complexes.  The sale of a
Housing  Complex  may be subject to other  restrictions.  For  example,  Federal
lenders or subsidizers may have the right to approve or disapprove a purchase of
a Housing Complex.  Accordingly,  there can be no assurance that a Local Limited
Partnership will be able to sell its Housing Complex.  Even if it does so, there
can be no assurance that any  significant  amount of cash will be distributed to
the Limited Partners.  As a result, a material portion of the Low Income Housing
Tax  Credits  may  represent  a return of the money  originally  invested in the
Partnership.

     Limited  Partners  can only use Low Income  Housing  Tax Credits in limited
amounts. The ability of an individual or other non-corporate  Limited Partner to
claim Low Income  Housing Tax Credits on his  individual  tax return is limited.
For  example,  an  individual  Limited  Partner  can use Low Income  Housing Tax
Credits to reduce his tax liability on:

     o    an unlimited  amount of passive income,  which is income from entities
          such as the Partnership, and
     o    $25,000 in income from other sources.

However,  the use of Low Income  Housing  Tax Credits by an  individual  against
these types of income is subject to ordering rules,  which may further limit the
use of Low Income  Housing Tax  Credits.  Some  corporate  Limited  Partners are
subject  to similar  and other  limitations.  They  include  corporations  which
provide personal  services,  and  corporations  which are owned by five or fewer
shareholders.

Any  portion of a Low Income  Housing  Tax Credit  which is allowed to a Limited
Partner under such rules is then  aggregated  with all of the Limited  Partner's
other business credits.  The aggregate is then subject to the general limitation
on all business credits. That limitation provides that a Limited Partner can use
business  credits to offset the Limited  Partner's annual tax liability equal to
$25,000 plus 75% of the Limited  Partner's  tax  liability in excess of $25,000.
However, business credits may not be used to offset any alternative minimum tax.
All of these concepts are extremely complicated.

                                       6

<PAGE>

(b)  Risks  related to  investment  in Local  Limited  Partnerships  and Housing
     Complexes

     Because the  Partnership has few  investments,  each investment will have a
great impact on the  Partnership's  results of  operations.  Any single  Housing
Complex  experiencing  poor  operating  performance,   impairment  of  value  or
recapture of Low Income Housing Tax Credits will have a significant  impact upon
the Partnership as a whole.

     The failure to pay mortgage debt could result in a forced sale of a Housing
Complex. Each Local Limited Partnership  leverages the Partnership's  investment
therein by incurring mortgage debt. A Local Limited Partnership's revenues could
be less than its debt payments and taxes and other  operating  costs. If so, the
Local  Limited  Partnership  would have to use working  capital  reserves,  seek
additional  funds, or suffer a forced sale of its Housing  Complex,  which could
include a  foreclosure.  The same results  could occur if  government  subsidies
ceased. Foreclosure would result in a loss of the Partnership's capital invested
in the Housing  Complex.  Foreclosure  could also  result in a recapture  of Low
Income Housing Tax Credits, and a loss of Low Income Housing Tax Credits for the
year  in  which   the   foreclosure   occurs.   If  the   Housing   Complex   is
highly-leveraged,  a relatively  slight  decrease in the rental  revenues  could
adversely affect the Local Limited Partnership's ability to pay its debt service
requirements.  Mortgage  debt may be  repayable in a  self-amortizing  series of
equal  installments  or with a large balloon  final  payment.  Balloon  payments
maturing  prior to the end of the  anticipated  holding  period for the  Housing
Complex create the risk of a forced sale if the debt cannot be refinanced. There
can be no assurance that additional funds will be available to any Local Limited
Partnership if needed on acceptable terms or at all.

     The Partnership  does not control the Local Limited  Partnerships  and must
rely on the Local General  Partners.  The Local  General  Partners will make all
management  decisions  for  the  Local  Limited  Partnerships  and  the  Housing
Complexes. The Partnership has very limited rights with respect to management of
the Local Limited Partnerships. The Partnership will not be able to exercise any
control  with  respect  to Local  Limited  Partnership  business  decisions  and
operations.  Consequently,  the  success of the  Partnership  will depend on the
abilities of the Local General Partners.

     Housing  Complexes  subsidized by other government  programs are subject to
additional  rules  which  may make it  difficult  to  operate  and sell  Housing
Complexes.  Some  or  all of  the  Housing  Complexes  receive  or  may  receive
government  financing or operating  subsidies in addition to Low Income  Housing
Tax Credits. The following are risks associated with some such subsidy programs:

     o    Obtaining tenants for the Housing  Complexes.  Government  regulations
          limit the  types of  people  who can rent  subsidized  housing.  These
          regulations may make it more difficult to rent the  residential  units
          in the Housing Complexes.
     o    Obtaining  rent  increases.  In many cases rents can only be increased
          with the prior approval of the subsidizing agency.
     o    Limitations  on cash  distributions.  The  amount  of cash that may be
          distributed to owners of subsidized Housing Complexes is less than the
          amount  that could be earned by the owners of  non-subsidized  Housing
          Complexes.
     o    Limitations on sale or refinancing of the Housing  Complexes.  A Local
          Limited  Partnership  may be unable to sell its Housing  Complex or to
          refinance  its  mortgage  loan  without  the  prior  approval  of  the
          subsidizer.   The   subsidizer  may  withhold  such  approval  in  the
          discretion of the  subsidizer.  Approval may be subject to conditions,
          including  the condition  that the purchaser  continues to operate the
          property as affordable  housing for terms which could be as long as 30
          years or more. In addition, any prepayment of a mortgage may result in
          the assessment of a prepayment penalty.
     o    Limitations  on transfers of interests in Local Limited  Partnerships.
          The  Partnership may be unable to sell its interest in a Local Limited
          Partnership  without  the  prior  approval  of  the  subsidizer.   The
          subsidizer  may  withhold  such  approval  in  the  discretion  of the
          subsidizer. Approval may be subject to conditions.
     o    Limitations  on removal and admission of Local General  Partners.  The
          Partnership  may be unable to remove a Local  General  Partner  from a
          Local Limited  Partnership  except for cause, such as the violation of
          the rules of the subsidizer. Regulations may prohibit the removal of a
          Local General  Partner or permit  removal only with the prior approval
          of the  subsidizer.  Regulations  may  also  require  approval  of the

                                       7

<PAGE>

          admission of a successor  Local General Partner even upon the death or
          other disability of a Local General Partner.
     o    Limitations  on subsidy  payments.  Subsidy  payments  may be fixed in
          amount and subject to annual  legislative  appropriations.  The rental
          revenues  of  a  Housing  Complex,  when  combined  with  the  maximum
          committed subsidy,  may be insufficient to meet obligations.  Congress
          or the state legislature,  as the case may be, may fail to appropriate
          or increase  the  necessary  subsidy.  In those  events,  the mortgage
          lender  could  foreclose  on the  Housing  Complex  unless  a  workout
          arrangement could be negotiated.
     o    Possible changes in applicable regulations. Legislation may be enacted
          which adversely revises provisions of outstanding mortgage loans. Such
          legislation has been enacted in the past.
     o    Limited Partners may not receive  distributions  if Housing  Complexes
          are sold. There is no assurance that Limited Partners will receive any
          cash  distributions from the sale or refinancing of a Housing Complex.
          The price at which a Housing Complex is sold may not be high enough to
          pay the mortgage and other  expenses  which must be paid at such time.
          If that happens,  a Limited  Partner's return may be derived only from
          the Low Income Housing Tax Credits and tax losses.

     Uninsured  casualties  could  result in  losses  and  recapture.  There are
casualties  which are either  uninsurable or not economically  insurable.  These
include earthquakes,  floods, wars and losses relating to hazardous materials or
environmental  matters.  If a Housing Complex experienced an uninsured casualty,
the Partnership could lose both its invested capital and anticipated  profits in
such  property.  Even if the casualty  were an insured  loss,  the Local Limited
Partnership  might be unable to rebuild  the  destroyed  property.  A portion of
prior tax credits  could be  recaptured  and future tax credits could be lost if
the Housing  Complex were not restored  within a reasonable  period of time. And
liability judgments against the Local Limited Partnership could exceed available
insurance  proceeds  or  otherwise  materially  and  adversely  affect the Local
Limited Partnership.  The cost of liability and casualty insurance has increased
in recent years.  Casualty insurance has become more difficult to obtain and may
require large deductible amounts.

     Housing Complexes without financing or operating subsidies may be unable to
pay  operating  expenses.  If a Local  Limited  Partnership  were  unable to pay
operating expenses, one result could be a forced sale of its Housing Complex. If
a forced sale occurs during the first 15 years of a Housing  Complex,  a partial
recapture of Low Income Housing Tax Credits could occur. In this regard, some of
the Local Limited Partnerships may own Housing Complexes which have no subsidies
other than Low Income Housing Tax Credits.  Those Housing  Complexes do not have
the benefit of below-market-interest-rate financing or operating subsidies which
often are  important to the  feasibility  of low income  housing.  Those Housing
Complexes  rely  solely  on rents to pay  expenses.  However,  in order  for any
Housing  Complex to be  eligible  for Low Income  Housing Tax  Credits,  it must
restrict the rent which may be charged to tenants.  Over time, the expenses of a
Housing Complex will increase.  If a Local Limited  Partnership  cannot increase
its rents, it may be unable to pay increased operating expenses.

     The Partnership's  investment  protection policies will be worthless if the
net worth of the Local  General  Partners  is not  sufficient  to satisfy  their
obligations.  There is a risk that the Local General  Partners will be unable to
perform their financial obligations to the Partnership.  The General Partner has
not established a minimum net worth  requirement for the Local General Partners.
Rather,  each Local General  Partner  demonstrates a net worth which the General
Partner believes is appropriate under the circumstances. The assets of the Local
General  Partners are likely to consist  primarily  of real estate  holdings and
similar  assets.  The fair market value of these types of assets is difficult to
estimate.  These  types of assets  cannot be readily  liquidated  to satisfy the
financial  guarantees and commitments  which the Local General  Partners make to
the Partnership.  Moreover,  other creditors may have claims on these assets. No
escrow  accounts or other  security  arrangements  will be established to ensure
performance  of a Local  General  Partner's  obligations.  The cost to enforce a
Local General Partner's obligations may be high. If a Local General Partner does
not satisfy its obligations  the  Partnership may have no remedy,  or the remedy
may be limited to removing the Local General  Partner as general  partner of the
Local Limited Partnership.

     Fluctuating  economic  conditions can reduce the value of real estate.  The
Partnership's  principal  business  objective is providing its Limited  Partners
with Low  Income  Housing  Tax  Credits,  not the  generation  of gains from the
appreciation  of real  estate  held by the Local  Limited  Partnerships.  In its
financial  statements,  the  Partnership  has carried its  investments  in Local
Limited  Partnerships  at values  reflecting  the sum of the total amount of the
remaining future Low Income Housing Tax Credits estimated to be allocated to the
Partnership and the estimated residual value to the Partnership of its interests
in  the  Local  Limited  Partnerships.  As of  March  31,  2008  and  2007,  the

                                       8

<PAGE>

Partnership  had reduced the carrying  amount to $0 with respect to fourteen and
eleven, respectively, of its investments.

     Any investment in real estate is subject to risks from fluctuating economic
conditions.  These  conditions  can  adversely  affect the  ability to realize a
profit or even to recover invested capital. Among these conditions are:

     o    the general and local job market,
     o    the availability and cost of mortgage financing,
     o    monetary inflation,
     o    tax, environmental, land use and zoning policies,
     o    the supply of and demand for similar properties,
     o    neighborhood conditions,
     o    the availability and cost of utilities and water.

     A loss in value of an investment in a Local Limited Partnership, other than
a temporary decline, is recorded by the Partnership in its financial  statements
as an impairment  loss.  Impairment  is measured by comparing the  Partnership's
carrying  amount  in the  investment  to the  sum of  the  total  amount  of the
remaining future Low Income Housing Tax Credits estimated to be allocated to the
Partnership and the estimated  residual value to the Partnership.  For the years
ended March 31, 2008, 2007 and 2006,  impairment  expense related to investments
in  Local  Limited   Partnerships  was  $559,408,   $2,336,855  and  $1,058,869,
respectively.

(c)  Tax risks other than those relating to tax credits

In  addition  to the risks  pertaining  specifically  to Low Income  Housing Tax
Credits, there are other Federal income tax risks. Additional Federal income tax
risks  associated with the ownership of Partnership  Units and the operations of
the Partnership and the Local Limited Partnerships  include, but are not limited
to, the following:

No  opinion  of counsel as to  certain  matters.  No legal  opinion is  obtained
regarding matters:

     o    the determination of which depends on future factual circumstances,
     o    which are peculiar to individual Limited Partners, or
     o    which are not customarily the subject of an opinion.

The more significant of these matters include:

     o    allocating purchase price among components of a property, particularly
          as between  buildings and fixtures,  the cost of which is depreciable,
          and the underlying land, the cost of which is not depreciable,
     o    characterizing  expenses and payments made to or by the Partnership or
          a Local Limited Partnership,
     o    identifying  the  portion of the costs of any  Housing  Complex  which
          qualify for historic and other tax credits,
     o    applying to any specific  Limited Partner the limitation on the use of
          tax  credits and tax  losses.  Limited  Partners  must  determine  for
          themselves  the  extent  to  which  they can use tax  credits  and tax
          losses, and
     o    the application of the alternative minimum tax to any specific Limited
          Partner,  or the  calculation  of the  alternative  minimum tax by any
          Limited  Partner.  The  alternative  minimum tax could  reduce the tax
          benefits from an investment in the Partnership.

There can be no assurance,  therefore,  that the IRS will not challenge  some of
the tax positions  adopted by the  Partnership.  The courts could sustain an IRS
challenge. An IRS challenge,  if successful,  could have a detrimental effect on
the Partnership's ability to realize its investment objectives.

     Passive activity rules will limit deduction of the Partnership's losses and
impose tax on interest  income.  The Internal Revenue Code imposes limits on the
ability of most investors to claim losses from  investments  in real estate.  An
individual may claim these so-called  passive losses only as an offset to income
from  investments  in real estate or rental  activities.  An individual  may not
claim  passive  losses as an  offset  against  other  types of  income,  such as

                                       9

<PAGE>

salaries,  wages,  dividends and interest.  These  passive  activity  rules will
restrict the ability of most Limited Partners to use losses from the Partnership
as an offset of non-passive income.

     The  Partnership  may earn interest  income on its reserves and loans.  The
passive activity rules generally will categorize  interest as portfolio  income,
and not passive income.  Passive losses cannot be used as an offset to portfolio
income.  Consequently,  a Limited  Partner  could pay tax liability on portfolio
income from the Partnership.

     At risk rules might  limit  deduction  of the  Partnership's  losses.  If a
significant portion of the financing used to purchase Housing Complexes does not
consist of  qualified  nonrecourse  financing,  the "at risk" rules will limit a
Limited Partner's ability to claim Partnership  losses to the amount the Limited
Partner invests in the Partnership.  The "at risk" rules of the Internal Revenue
Code generally limit a Limited Partner's ability to deduct Partnership losses to
the sum of:

     o    the amount of cash the Limited Partner invests in the Partnership, and
     o    the  Limited  Partner's  share of  Partnership  qualified  nonrecourse
          financing.

Qualified  nonrecourse  financing is non-convertible,  nonrecourse debt which is
borrowed  from a  government,  or  with  exceptions,  any  person  actively  and
regularly engaged in the business of lending money.

     Tax  liability on sale of a Housing  Complex or Local  Limited  Partnership
Interest  may  exceed the cash  available  from the sale.  When a Local  Limited
Partnership sells a Housing Complex it may recognize gain. Such gain is equal to
the difference between:

     o    the sales  proceeds  plus the  amount of  indebtedness  secured by the
          Housing Complex, and
     o    the adjusted basis for the Housing  Complex.  The adjusted basis for a
          Housing Complex is its original cost, plus capital expenditures, minus
          depreciation.

Similarly, when the Partnership sells an interest in a Local Limited Partnership
the  Partnership  may  recognize  gain.  Such  gain is equal  to the  difference
between:

     o    the  sales  proceeds  plus the  Partnership's  share of the  amount of
          indebtedness secured by the Housing Complex, and

     o    the  adjusted  basis  for the  interest.  The  adjusted  basis  for an
          interest  in a Local  Limited  Partnership  is the amount paid for the
          interest,  plus income allocations and cash  distributions,  less loss
          allocations.

Accordingly,  gain will be increased by the depreciation deductions taken during
the holding period for the Housing  Complex.  In some cases,  a Limited  Partner
could have a tax liability from a sale greater than the cash  distributed to the
Limited Partner from the sale.

     Alternative  minimum tax  liability  could reduce a Limited  Partner's  tax
benefits. If a Limited Partner pays alternative minimum tax, the Limited Partner
could suffer a reduction in benefits from an investment in the Partnership.  The
application of the alternative  minimum tax is personal to each Limited Partner.
Tax credits may not be utilized to reduce alternative minimum tax liability.

     IRS  could  audit  the  returns  of  the  Partnership,  the  Local  Limited
Partnerships  or the Limited  Partners.  The IRS can audit the  Partnership or a
Local Limited  Partnership  at the entity level with regard to issues  affecting
the  entity.  The IRS does not have to audit  each  Limited  Partner in order to
challenge a position taken by the  Partnership  or a Local Limited  Partnership.
Similarly,  only  one  judicial  proceeding  can  be  filed  to  contest  an IRS
determination.  A contest  by the  Partnership  of any IRS  determination  might
result in high legal fees.

     An audit of the  Partnership  or a Local  Limited  Partnership  also  could
result in an audit of a Limited  Partner.  An audit of a Limited  Partner's  tax
returns  could  result in  adjustments  both to items  that are  related  to the
Partnership and to unrelated  items.  The Limited Partner could then be required
to file amended tax returns and pay additional tax plus interest and penalties.

                                       10

<PAGE>

     A successful IRS challenge to tax allocations of the Partnership or a Local
Limited  Partnership  would  reduce the tax  benefits  of an  investment  in the
Partnership.  Under the Internal  Revenue  Code, a  partnership's  allocation of
income, gains, deductions, losses and tax credits must have substantial economic
effect.   Substantial  economic  effect  is  a  highly-technical   concept.  The
fundamental  principle is two-fold.  If a partner will benefit economically from
an item of  partnership  income or gain,  that item must be  allocated to him so
that he bears the correlative tax burden.  Conversely,  if a partner will suffer
economically  from an item of partnership  deduction or loss,  that item must be
allocated  to  him  so  that  he  bears  the  correlative  tax  benefit.   If  a
partnership's  allocations do not have  substantial  economic  effect,  then the
partnership's tax items are allocated in accordance with each partner's interest
in the  partnership.  The  IRS  might  challenge  the  allocations  made  by the
Partnership:

     o    between the Limited Partners and the General Partner,
     o    among the Limited Partners, or
     o    between the Partnership and a Local General Partner.

If any allocations were successfully  challenged,  a greater share of the income
or gain or a lesser share of the losses or tax credits might be allocated to the
Limited  Partners.  This  would  increase  the tax  liability  or reduce the tax
benefits to the Limited Partners.

     Tax  liabilities  could  arise in later years of the  Partnership.  After a
period  of  years  following  commencement  of  operations  by a  Local  Limited
Partnership,  the Local Limited  Partnership  may generate  profits  rather than
losses.  A Limited Partner would have tax liability on his share of such profits
unless he could offset the income with:

     o    unused passive losses from the Partnership or other investments, or
     o    current passive losses from other investments.

In such circumstances, the Limited Partner would not receive a cash distribution
from the Partnership with which to pay any tax liability.

     IRS challenge to tax treatment of expenditures could reduce losses. The IRS
may  contend  that  fees and  payments  of the  Partnership  or a Local  Limited
Partnership:

o        should be deductible over a longer period of time or in a later year,
o        are excessive and may not be capitalized or deducted in full,
o        should be capitalized and not deducted, or
o        may not be included as part of the basis for computing tax credits.

Any such contention by the IRS could adversely impact, among other things:

     o    the  eligible  basis of a Housing  Complex  used to compute Low Income
          Housing Tax Credits,
     o    the adjusted basis of a Housing Complex used to compute depreciation,
     o    the correct deduction of fees,
     o    the  amortization of organization  and offering  expenses and start-up
          expenditures.

If the IRS were  successful in any such  contention,  the anticipated Low Income
Housing  Tax  Credits and losses of the  Partnership  would be reduced,  perhaps
substantially.

     Changes  in tax law  might  reduce  the  value of Low  Income  Housing  Tax
Credits.  Although all Low Income Housing Tax Credits are allocated to a Housing
Complex at commencement of the 10-year credit period,  there can be no assurance
that  future   legislation  may  not  adversely  affect  an  investment  in  the
Partnership. For example, legislation could reduce or eliminate the value of Low
Income  Housing Tax Credits.  In this regard,  before 1986,  the  principal  tax
benefit of an investment in low income housing was tax losses.  These tax losses
generally  were  used to reduce  an  investor's  income  from all  sources  on a
dollar-for-dollar basis. Investments in low income housing were made in reliance
on the availability of such tax benefits.  However,  tax legislation  enacted in
1986 severely curtailed deduction of such losses.

                                       11

<PAGE>

     New administrative or judicial  interpretations of the law might reduce the
value of tax  credits.  Many of the  provisions  of the  Internal  Revenue  Code
related  to low  income  housing  and  real  estate  investments  have  not been
interpreted by the IRS in regulations,  rulings or public  announcements,  or by
the courts.  In the future,  these provisions may be interpreted or clarified by
the IRS or the  courts  in a manner  adverse  to the  Partnership  or the  Local
Limited Partnerships.  The IRS constantly reviews the Federal tax rules, and can
revise its  interpretations  of established  concepts.  Any such revisions could
reduce  or  eliminate  tax  benefits   associated  with  an  investment  in  the
Partnership.

     State income tax laws may adversely affect the Limited Partners.  A Limited
Partner  may be  required  to file  income tax returns and be subject to tax and
withholding  in each  state or local  taxing  jurisdiction  in which:  a Housing
Complex is located,  the Partnership or a Local Limited  Partnership  engages in
business  activities,  or the Limited Partner is a resident.  Corporate  Limited
Partners may be required to pay state franchise taxes.

     The tax treatment of particular  items under state or local income tax laws
may vary  materially  from the  Federal  income  tax  treatment  of such  items.
Nonetheless,  many of the Federal income tax risks associated with an investment
in the  Partnership  may also apply  under  state or local  income tax law.  The
Partnership may be required to withhold state taxes from distributions or income
allocations to Limited Partners in some instances.

(d)  Risks related to the Partnership and the Partnership Agreement

     The  Partnership may be unable to timely provide  financial  reports to the
Limited   Partners  which  would  adversely  affect  their  ability  to  monitor
Partnership operations.. Historically, the Partnership has been unable to timely
file and provide investors with all of its required periodic reports. Each Local
General  Partner is required to retain  independent  public  accountants  and to
report financial information to the Partnership in a timely manner. There cannot
be any assurance that the Local General Partners will satisfy these obligations.
If not, the Partnership  would be unable to provide to the Limited Partners in a
timely manner its financial statements and other reports.  That would impact the
Limited Partners' ability to monitor Partnership  operations.  The Partnership's
failure to meet its filing  requirements  under the  Securities  Exchange Act of
1934  could  reduce  the  liquidity  for  the  Partnership   Units  due  to  the
unavailability of public information concerning the Partnership.  The failure to
file could also result in sanctions  imposed by the SEC. Any defense  mounted by
the Partnership in the face of such sanctions could entail legal and other fees,
which would diminish cash reserves.

     Lack of liquidity of  investment.  It is unlikely that a public market will
develop for the purchase and sale of  Partnership  Units.  Accordingly,  Limited
Partners  may not be  able to sell  their  Partnership  Units  promptly  or at a
reasonable  price.  Partnership  Units  should  be  considered  as  a  long-term
investment  because  the  Partnership  is  unlikely  to sell any  Local  Limited
Partnership  Interests  for at least  15  years.  Partnership  Units  cannot  be
transferred to tax-exempt or foreign  entities,  or through a secondary  market.
The General Partner can deny  effectiveness  of a transfer if necessary to avoid
adverse  tax  consequences  from the  transfer.  The  General  Partner  does not
anticipate that any Partnership Units will be redeemed by the Partnership.

     The Limited Partners will not control the Partnership and must rely totally
on the General Partner.  The General Partner will make all management  decisions
for the Partnership.  Management  decisions include exercising powers granted to
the Partnership by a Local Limited  Partnership.  Limited Partners have no right
or power to take part in Partnership management.

Individual  Limited Partners will have no recourse if they disagree with actions
authorized  by a vote of the  majority.  The  Partnership  Agreement  grants  to
Limited Partners owning more than 50% of the Partnership Units the right to:

     o    remove the General Partner and elect a replacement general partner,
     o    amend the Partnership Agreement,
     o    terminate the Partnership.

Accordingly, a majority-in-interest of the Limited Partners could cause any such
events to occur,  even if Limited  Partners owning 49% of the Partnership  Units
opposed such action.

                                       12

<PAGE>

     Limitations  on liability of the General  Partner to the  Partnership.  The
ability of Limited  Partners to sue the General  Partner  and it  affiliates  is
subject to limitations.  The Partnership  Agreement  limits the liability of the
General Partner and it affiliates to the Limited  Partners.  The General Partner
and it  affiliates  will not be  liable  to the  Limited  Partners  for acts and
omissions:  performed  or omitted in good faith,  and  performed or omitted in a
manner which the General Partner  reasonably  believed to be within the scope of
its authority and in the best  interest of the Limited  Partners,  provided such
conduct did not constitute negligence or misconduct.

Therefore,  Limited  Partners may be less able to sue the General Partner and it
affiliates  than would be the case if such  provisions  were not included in the
Partnership Agreement.

     Payment of fees to the General  Partner  and its  affiliates  reduces  cash
available for investment in Local Limited Partnerships.  The General Partner and
it affiliates perform many services for the Partnership.  They are paid fees for
these services,  which reduce the amount of the cash available for investment in
Local Limited Partnerships. Accordingly, an investor investing directly in a low
income  housing  apartment  complex  would have a greater  amount  available for
investment  than  an  investor  investing  in low  income  housing  through  the
Partnership.

     Associates and its  affiliates are serving as the general  partners of many
other  partnerships.  Depending on their corporate area of  responsibility,  the
officers of Associates initially devote approximately 5% to 50% of their time to
the Partnership.  These individuals spend significantly less time devoted to the
Partnership after the investment of the  Partnership's  capital in Local Limited
Partnerships.

     The  interests of Limited  Partners may conflict  with the interests of the
General Partner and its  affiliates.  The General Partner and its affiliates are
committed to the  management  of more than 100 other limited  partnerships  that
have investments  similar to those of the  Partnership.  The General Partner and
its  affiliates  receive  substantial  compensation  from the  Partnership.  The
General Partner decides how the  Partnership's  investments in Housing Complexes
are managed, and when the investments will be sold. The General Partner may face
a conflict in these  circumstances  because the General  Partner's share of fees
and cash  distributions  from the  transaction  may be more or less  than  their
expected  share of fees if a Housing  Complex was not sold.  The result of these
conflicts could be that the General Partner may make investments  which are less
desirable,  or on terms which are less favorable,  to the Partnership than might
otherwise be the case. The  Partnership has not developed any formal process for
resolving  conflicts of interest.  However,  the General Partner is subject to a
fiduciary  duty to exercise  good faith and integrity in handling the affairs of
the  Partnership,  and that duty will  govern its  actions in all such  matters.
Furthermore,   the  manner  in  which  the  Partnership  can  operate  and  sell
investments  is  subject  to  substantial   restrictions   as  outlined  in  the
Partnership Agreement.

     Anticipated  future and existing cash resources of the  Partnership are not
sufficient   to  pay  existing   liabilities   of  the   Partnership.   However,
substantially all of the existing  liabilities of the Partnership are payable to
the General Partner and/or its affiliates.

     The   Partnership's   accrued  payables  consist  primarily  of  the  asset
management fees payable to the General Partner. These accrued payables increased
by  approximately  $49,500 for each of the years  ended March 31 2008,  2007 and
2006,  respectively.  The  Partnership's  future  contractual  cash  obligations
consist solely of its  obligations to pay future annual asset  management  fees.
These will equal  approximately  $49,500 per year through the termination of the
Partnership,  which must  occur no later  than  December  31,  2050.  Though the
amounts payable to the General  Partner and/or its affiliates are  contractually
currently payable,  the Partnership  anticipates that the General Partner and/or
its  affiliates  will not require the payment of these  contractual  obligations
until  capital  reserves  are  in  excess  of  the  aggregate  of  the  existing
contractual  obligations and anticipated future  foreseeable  obligations of the
Partnership.  The  Partnership  would be adversely  affected  should the General
Partner and/or its affiliates demand current payment of the existing contractual
obligations and or suspend services for this or any other reason.

     Associates agreed to continue providing advances  sufficient enough to fund
the operations  and working  capital  requirements  of the  Partnership  through
November 30, 2010.

                                       13

<PAGE>

Item 1B.  Unresolved Staff Comments

Not Applicable

Item 2. Properties

Through its investments in Local Limited  Partnerships,  the  Partnership  holds
indirect  ownership  interests in the Housing  Complexes.  The  following  table
reflects the status of the sixteen Housing  Complexes as of the dates or for the
periods indicated:

                                       14
<PAGE>

<TABLE>
<CAPTION>

                                                          -------------------------------- -----------------------------------------
                                                                 As of March 31, 2008                  As of December 31, 2007
                                                          -------------------------------- -----------------------------------------
                                                            Partnership's
                                                               Total                                    Estimated        Mortgage
                                                            Investment in    Amount of                Aggregate Low     Balances of
  Local Limited                                             Local Limited    Investment     Number    Income Housing   Local Limited
Partnership Name    Location       General Partner Name      Partnerships   Paid to Date   of Units   Tax Credits(1)   Partnerships
------------------------------------------------------------------------------------------------------------------------------------
                                                           <S>             <C>               <C>     <C>               <C>

Alliance Apts.      Alliance,     Retro Development, Inc.   $    604,000    $    604,000      19      $    363,000      $    323,000
I L.P.              Nebraska

Blessed Rock of     El Monte,     Everland, Inc.               2,511,000       2,511,000     137         8,899,000         3,444,000
El Monte            California

Broadway Apts.,     Hobbs, New    Trianon - Broadway, LLC,     2,029,000       2,029,000      78         2,335,000         1,210,000
L.P.                Mexico        a New Mexico Limited
                                  Liability Company

Curtis Assoc. I,    Curtis,       Joseph A. Shepard and           88,000          88,000      12           156,000           412,000
L.P.                Nebraska      Kenneth M. Vitor

Escatawpa Village   Escatawpa,    Clifford E. Olsen              249,000         249,000      32           458,000           869,000
Assoc., L.P.        Mississippi

Hastings Apts.      Hastings,     Retro Development, Inc.        542,000         542,000      18         1,005,000           148,000
I, L.P.             Nebraska      of Oklahoma and Most
                                  Worshipful Prince Hall
                                  Grand Lodge

Heritage Apts.      Berkeley,     Joseph A. Shepard and          752,000         752,000      30         1,333,000           641,000
I, L.P.             Missouri      Kenneth M. Vitor

Hillcrest Assoc.    Ontario,      Riley J. Hill                  354,000         354,000      28           683,000         1,261,000
A L.P.              Oregon

Patten Towers,      Chattanooga,  Patten Towers Partners,      2,154,000       2,154,000     221         3,938,000         4,283,000
L.P. II (2)         Tennessee     LLC

Prairieland         Syracuse,     Kenneth M. Vitor                85,000          85,000       8           152,000           304,000
Properties of       Kansas
Syracuse II,
L.P.
</TABLE>

                                                         15

<PAGE>

<TABLE>
<CAPTION>

                                                          -------------------------------- -----------------------------------------
                                                                 As of March 31, 2008                  As of December 31, 2007
                                                          -------------------------------- -----------------------------------------
                                                            Partnership's
                                                               Total                                    Estimated        Mortgage
                                                            Investment in    Amount of                Aggregate Low     Balances of
  Local Limited                                             Local Limited    Investment     Number    Income Housing   Local Limited
Partnership Name    Location       General Partner Name      Partnerships   Paid to Date   of Units   Tax Credits(1)   Partnerships
------------------------------------------------------------------------------------------------------------------------------------
                                                           <S>              <C>              <C>      <C>              <C>

Raymond S. King     Greensboro,   Project Homestead, Inc.        437,000         437,000      23           883,000           781,000
Apts. L.P.          N.C.


Rosedale L.P.       Silver City,  Deke Noftsker and ABO          309,000         309,000      32           547,000         1,285,000
                    New Mexico    Corporation

Shepherd South      Shepherd,     Donald W. Sowell               121,000         121,000      24           223,000           536,000
Apts. I, Ltd.       Texas

Solomon Assoc.      Solomon,      Joseph A. Shepard and          138,000         138,000      16           250,000           555,000
I, L.P.             Kansas        Kenneth M. Vitor

Talladega County    Talladega,    Apartment Developers, Inc.     653,000         653,000      30         1,200,000           735,000
Housing Ltd.        Alabama       and Thomas H. Cooksey

The Willows Apts.   Morganton,    John C. Loving, Gordon D.      841,000         841,000      36         1,545,000         1,013,000
L.P.                North         Brown, Jr. and Western    ------------    ------------      --      ------------      ------------
                    Carolina      N.C. Housing
                                  Partnership               $ 11,867,000    $ 11,867,000     744      $ 23,970,000      $ 17,800,000
                                                            ============    ============     ===      ============      ============
</TABLE>

     (1)  Represents aggregate  anticipated Low Income Housing Tax Credits to be
          received  over the 10 year  credit  period if  Housing  Complexes  are
          retained  and rented in  compliance  with credit rules for the 15-year
          compliance  period.  Approximately  99% of the  anticipated Low Income
          Housing  Tax  Credits  have  been  received  from  the  Local  Limited
          Partnerships and are no longer available to the Limited Partners.

     (2)  This Local Limited Partnership is currently listed for sale.

                                                           16

<PAGE>
<TABLE>
<CAPTION>

                                     -------------------------------------------------------------------------------
                                                          For the year ended December 31, 2007
                                     -------------------------------------------------------------------------------
                                                                                     Low Income Housing Tax
Local Limited                                                                         Credits Allocated to
Partnership Name                   Rental Income         Net Income (Loss)                 Partnership
--------------------------------------------------------------------------------------------------------------------
                                  <S>                    <C>                              <C>

Alliance Apartments I L.P.
                                   $     91,000           $     257,000                       99%

Blessed Rock of El Monte                938,000                  37,000                    49.49%

Broadway Apartments, L.P.               395,000                (106,000)                      99%

Curtis Associates I, L.P.                52,000                 (19,000)                      99%

Escatawpa Village Associates,           180,000                 (45,000)                      99%
L.P.

Hastings Apartments I, L.P.              70,000                 154,000                       99%

Heritage Apartments I, L.P.             135,000                 (63,000)                   98.99%

Hillcrest Associates, A L.P.            201,000                 (22,000)                      99%

Patten Towers, L.P. II (1)            1,446,000                (511,000)                      99%

Prairieland Properties of                46,000                  (1,000)                      99%
syracusse II, L.P.

Raymond S. King Apartments L.P.          82,000                 (34,000)                      99%

Rosedale L.P.                           151,000                 (41,000)                      99%

Shepherd South Apartments I, Ltd.       103,000                   7,000                       99%

Solomon Associates I, L.P.               79,000                       -                       99%

Talladega County Housing Ltd.           101,000                 (35,000)                      99%

The Willows Apartments L.P.             148,000                 (47,000)                      99%
                                   ------------           -------------
                                   $  4,218,000           $    (469,000)
                                   ============           =============
</TABLE>

(1) This Local Limited Partnership is currently listed for sale.

                                                 17

<PAGE>
<TABLE>
<CAPTION>

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

                                                                                       Occupancy Rates
                                                                                      As of December 31,
                                                             -----------------------------------------------------------------------
 Local Limited
Partnership Name    Location       General Partner Name            2007            2006           2005         2004         2003
------------------------------------------------------------------------------------------------------------------------------------
                                                                  <S>             <C>             <C>          <C>          <C>

Alliance Apts.      Alliance,     Retro Development, Inc.          100%            100%            95%          79%          95%
I L.P.              Nebraska

Blessed Rock of     El Monte,     Everland, Inc.                    99%            100%           100%         100%         100%
El Monte            California

Broadway Apts.,     Hobbs, New    Trianon - Broadway, LLC,          99%             92%            94%          79%          59%
L.P.                Mexico        a New Mexico Limited
                                  Liability Company

Cascade Pines,      Atlanta,      Urban Residential Management,     N/A             57%            51%          53%          58%
L.P. II (2)         Georgia       Inc., a Georgia Corporation

Curtis Assoc. I,    Curtis,       Joseph A. Shepard and             92%             92%            92%          83%          83%
L.P.                Nebraska      Kenneth M. Vitor

Escatawpa Village   Escatawpa,    Clifford E. Olsen                100%            100%           100%         100%         100%
Assoc., L.P.        Mississippi

Hastings Apts.      Hastings,     Retro Development, Inc.           94%            100%           100%          94%         100%
I, L.P.             Nebraska      of Oklahoma and Most
                                  Worshipful Prince Hall
                                  Grand Lodge

Heritage Apts.      Berkeley,     Joseph A. Shepard and            100%             97%           100%         100%         100%
I, L.P.             Missouri      Kenneth M. Vitor

Hillcrest Assoc.    Ontario,      Riley J. Hill                     96%             96%            86%          79%          89%
A L.P.              Oregon

Patten Towers,      Chattanooga,  Patten Towers Partners,           93%             86%            93%          93%          92%
L.P. II (2)         Tennessee     LLC
</TABLE>

                                                           18

<PAGE>
<TABLE>
<CAPTION>

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

                                                                                       Occupancy Rates
                                                                                      As of December 31,
                                                             -----------------------------------------------------------------------
 Local Limited
Partnership Name    Location       General Partner Name            2007            2006           2005         2004         2003
------------------------------------------------------------------------------------------------------------------------------------
                                                                  <S>             <C>            <C>          <C>           <C>

Prairieland         Syracuse,     Kenneth M. Vitor                 100%            100%           100%         100%          63%
Properties of       Kansas
Syracuse II,
L.P.

Raymond S. King     Greensboro,   Project Homestead, Inc.           96%            100%            78%          57%          91%
Apts. L.P.          N.C.


Rosedale L.P.       Silver City,  Deke Noftsker and ABO             88%             97%            94%          88%          84%
                    New Mexico    Corporation

Shepherd South      Shepherd,     Donald W. Sowell                  92%             92%            92%         100%         100%
Apts. I, Ltd.       Texas

Solomon Assoc.      Solomon,      Joseph A. Shepard and             81%             88%            81%          94%          94%
I, L.P.             Kansas        Kenneth M. Vitor

Talladega County    Talladega,    Apartment Developers, Inc.        90%             97%            87%         100%          93%
Housing Ltd.        Alabama       and Thomas H. Cooksey

The Willows Apts.   Morganton,    John C. Loving, Gordon D.         97%             97%           100%         100%          97%
L.P.                North         Brown, Jr. and Western            ---             ---           ----         ----          ---
                    Carolina      N.C. Housing
                                  Partnership                       95%             94%            80%          79%          80%
                                                                    ===             ===            ===          ===          ===
</TABLE>

N/A- The Local Limited Partnership was sold prior to the respective year end.

(1)This Local Limited Partnership is currently listed for sale.

                                                           19

<PAGE>

Item 3.  Legal Proceedings

NONE

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

NONE

PART II.

Item 5. Market for Registrant's  Common Equity,  Related Stockholder Matters and
        Issuer Purchases of of Equity Securities

Item 5a.

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

b)   At March 31,  2008,  there were 867 Limited  Partners  and 0  assignees  of
     Partnership Units who were not admitted as Limited Partners.

c)   The Partnership was not designed to provide cash  distributions  to Limited
     Partners in circumstances other than,  perhaps,  refinancing or disposition
     of its investments in Local Limited  Partnerships.  Any such  distributions
     would be made in accordance  with the terms of the  Partnership  Agreement.
     For all periods  presented there were no cash  distributions to the Limited
     Partners.

d)   No securities are authorized for issuance by the  Partnership  under equity
     compensation plans.

e)   The Partnership does not issue common stock

f)   No unregistered  securities  were sold by the  Partnership  during the year
     ended March 31 2008.

Item 5b. Use of Proceeds

NOT APPLICABLE

Item 5c. Purchases of Equity Securities by the Issuers and Affiliated Purchasers

NONE

                                       20

<PAGE>

Item 6.  Selected Financial Data

Selected balance sheet information for the Partnership is as follows:
<TABLE>
<CAPTION>

                                                                      For the Years Ending March 31,
                                      -----------------------------------------------------------------------------------

                                          2008             2007             2006              2005             2004
                                      -------------   ---------------   --------------   ---------------   --------------
                                     <S>             <C>               <C>              <C>               <C>

ASSETS
Cash                                  $     83,448    $       46,994    $      23,160    $       28,976    $      22,748
Investments in Local Limited
   Partnerships, net                     1,120,103         1,912,366        2,735,652         4,284,480        5,676,458
                                      -------------   ---------------   --------------   ---------------   --------------

    Total Assets                      $  1,203,551    $    1,959,360    $   2,758,812    $    4,313,456    $   5,699,206
                                      =============   ===============   ==============   ===============   ==============

LIABILITIES
Accrued expenses                      $      4,000    $        4,000    $       4,000    $        4,000    $       4,000
Accrued fees and expenses due to
   General Partner and affiliates        1,781,320         1,738,278        1,514,839           640,631          336,206
                                      -------------   ---------------   --------------   ---------------   --------------

    Total Liabilities                    1,785,320         1,742,278        1,518,839           644,631          340,206

PARTNERS' EQUITY (DEFICIT)                (581,769)          217,082        1,239,973         3,668,825        5,359,000
                                      -------------   ---------------   --------------   ---------------   --------------

   Total Liabilities and
       Partners' Equity (Deficit)     $  1,203,551    $    1,959,360    $   2,758,812    $    4,313,456    $   5,699,206
                                      =============   ===============   ==============   ===============   ===============
</TABLE>

Selected  results  of  operations,  cash  flows  and other  information  for the
Partnership are as follows:
<TABLE>
<CAPTION>

                                                                      For the Years Ending March 31,
                                      -----------------------------------------------------------------------------------

                                          2008             2007             2006              2005             2004
                                      -------------   ---------------   --------------   ---------------   --------------
                                     <S>             <C>               <C>              <C>               <C>

Loss  from  operations
   (Note 1)                           $   (590,333)   $   (3,724,657)   $  (1,973,035)   $     (578,619)   $    (227,907)
Equity in losses of Local
   Limited Partnerships                   (208,618)        1,545,903         (455,938)       (1,111,635)        (934,158)
Interest income                                100               135              121                79              122
                                      -------------   ---------------   --------------   ---------------   --------------
Net loss                              $   (798,851)   $   (2,178,619)   $  (2,428,852)   $   (1,690,175)   $  (1,161,943)
                                      =============   ===============   ==============   ===============   ==============

Net loss allocated to:
   General Partner                    $     (7,989)   $      (21,786)   $     (24,289)   $     (16,902)    $     (11,619)
                                      =============   ===============   ==============   ==============    ==============

   Limited Partners                   $   (790,862)   $   (2,156,833)   $  (2,404,563)   $  (1,673,273)    $  (1,150,324)
                                      =============   ===============    ==============  ==============    ==============

Net loss per Partnership
   Unit                               $     (43.94)   $      (119.82)   $     (133.59)   $      (92.96)    $      (63.91)
                                      =============   ===============   ==============   ==============    ==============

Outstanding weighted
   Partnership Units                        18,000            18,000           18,000           18,000            18,000
                                      =============   ===============   ==============   ==============    ==============
</TABLE>

Note 1 - Loss from  operations for the years ended March 31, 2008,  2007,  2006,
2005 and 2004 include a charge for  impairment  losses on  investments  in Local
Limited Partnerships of $559,408, $2,336,855, $1,058,869, $243,888 and $132,387,
respectively. (See Note 2 to the financial statements.)

                                                           21

<PAGE>
<TABLE>
<CAPTION>

                                                                      For the Years Ending March 31,
                                      -----------------------------------------------------------------------------------

                                          2008             2007             2006              2005             2004
                                      -------------   ---------------   --------------   --------------    --------------
                                     <S>             <C>               <C>              <C>               <C>

Net cash provided by
   (used in):

   Operating activities               $     24,504    $     (301,823)   $     (18,401)   $       1,455     $         576
    Investing activities                    11,950            16,134           12,585            4,773             3,824
    Financing activities                         -           309,523                -                -                 -
                                      -------------   ---------------   --------------   --------------    --------------

Net change in cash                          36,454            23,834           (5,816)           6,228             4,400

Cash, beginning of period                   46,994            23,160           28,976           22,748            18,348
                                      -------------   ---------------   --------------   --------------    --------------

Cash, end of period                   $     83,448    $       46,994    $      23,160    $      28,976     $      22,748
                                      =============   ===============   ==============   ==============    ==============

Low Income Housing Tax Credits per Partnership Unit were as follows for the years ended December 31:

                                          2007             2006             2005              2004              2003
                                      -------------   ---------------   --------------   --------------    --------------

Federal                               $         51    $           91    $         132    $         132     $         132
State                                            -                 -                -                -                 -
                                      -------------   ---------------   ---------------  --------------    --------------

Total                                           51    $           91    $         132    $         132     $         132
                                      =============   ==============    ===============  ==============    ==============
</TABLE>

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

Forward Looking Statements

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

Risks and uncertainties  inherent in forward looking statements include, but are
not  limited  to, the  Partnership's  future  cash  flows and  ability to obtain
sufficient financing, level of operating expenses,  conditions in the Low Income
Housing Tax Credits property market and the economy in general, as well as legal
proceedings.  Historical results are not necessarily indicative of the operating
results for any future period.

Subsequent  written and oral  forward  looking  statements  attributable  to the
Partnership  or persons  acting on its behalf are  expressly  qualified in their
entirety by  cautionary  statements in this Form 10-K and in other reports filed
with the Securities and Exchange Commission.  The following discussion should be
read in conjunction with the Financial Statements and the Notes thereto included
elsewhere in this filing.

Critical Accounting Policies and Certain Risks and Uncertainties

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

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements,  and the  reported  amounts of revenues and expenses

                                       22

<PAGE>

during the reporting  period.  Actual results could materially differ from those
estimates.

Method of Accounting for Investments in Local Limited Partnerships

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

"Equity in losses of Local  Limited  Partnerships"  for each year ended March 31
has been recorded by the  Partnership  based on nine months of reported  results
provided by the Local Limited  Partnerships  for each year ended December 31 and
on  three  months  of  results  estimated  by  management  of  the  Partnership.
Management's  estimate  for the  three-month  period is based on  either  actual
unaudited  results  reported by the Local  Limited  Partnerships  or  historical
trends in the operations of the Local Limited Partnerships. In subsequent annual
financial  statements,  upon receiving the actual annual results reported by the
Local Limited  Partnerships,  management reverses its prior estimate and records
the actual results reported by the Local Limited Partnerships.  Equity in losses
from  the  Local  Limited  Partnerships  allocated  to  the  Partnership  is not
recognized to the extent that the  investment  balance  would be adjusted  below
zero.  As soon as the  investment  balance  reaches  zero,  the related costs of
acquiring the investment are impaired.

Distributions  received from the Local Limited Partnerships are accounted for as
a  reduction  of  the  investment  balance.  Distributions  received  after  the
investment has reached zero are recognized as distribution  income. If the Local
Limited  Partnerships  report net income in future years,  the Partnership  will
resume applying the equity method only after its share of such net income equals
the share of net losses not  recognized  during the  period(s) the equity method
was suspended.

The  Partnership  does not  consolidate the accounts and activities of the Local
Limited  Partnerships  which are  Variable  Interest  Entities  under  Financial
Accounting    Standards   Board   ("FASB")    Interpretation   No.   46-Revised,
"Consolidation  of Variable Interest  Entities",  because the Partnership is not
considered the primary beneficiary.  The Partnership's balance in Investments in
Local Limited Partnerships represents the maximum exposure to loss in connection
with such investments.  The Partnership's  exposure to loss on the Local Limited
Partnerships  is mitigated by the  condition and  financial  performance  of the
underlying  Housing  Complexes  as well as the  strength  of the  Local  General
Partners.

Income Taxes

No provision for income taxes has been  recorded in the financial  statements as
any  liabilities  and/or  benefits from income taxes flow to the partners of the
Partnership and are their obligations and/or benefits.  For income tax purposes,
the Partnership reports on a calendar year basis.

In  June  2006,  the  Financial   Accounting  Standards  Board  ("FASB")  issued
Interpretation  No. 48 "Accounting for Uncertainty in Income Taxes" (FIN 48), an
interpretation  of FASB  Statement  No. 109.  FIN 48 provides  guidance  for how
uncertain tax positions should be recognized,  measured, presented and disclosed
in the  financial  statements.  FIN 48 requires the  evaluation of tax positions
taken or expected to be taken in the course of preparing the  Partnership's  tax
returns to determine whether the tax positions are more-likely-than-not of being
sustained  upon  examination  by the  applicable  tax  authority,  based  on the
technical merits of the tax position,  and then recognizing the tax benefit that
is  more-likely-than-not  to be realized.  Tax  positions not deemed to meet the
more-likely-than-not threshold would be recorded as a tax expense in the current
reporting period. As required, the Partnership adopted FIN 48 effective April 1,
2007 and concluded that the effect is not material to its financial  statements.
Accordingly,  no cumulative effect adjustment  related to the adoption of FIN 48
was recorded.

                                       23

<PAGE>

Impact of New Accounting Pronouncements
---------------------------------------

In  September  2006,  the FASB  issued  SFAS No.  157 ("SFAS  157"),  Fair Value
Measurements,  which provides  enhanced guidance for using fair value to measure
assets and liabilities.  SFAS 157 also requires  expanded  information about the
extent to which the  Partnership  measures assets and liabilities at fair value,
the  information  used to  measure  fair  value,  and the  effect of fair  value
measurements on earnings.  The standard applies whenever other standards require
(or permit)  assets or  liabilities  to be measured at fair value.  The standard
does not  expand the use of fair value in any new  circumstances.  In 2009,  the
FASB issued FASB Staff Position  157-2 ("FAS FS 157-2"),  Effective Date of FASB
Statement No. 157, which delays the effective date of SFAS 157 for  nonfinancial
assets and  nonfinancial  liabilities,  except for items that are  recognized or
disclosed at fair value in the  financial  statements  on a recurring  basis (at
least annually), to fiscal years beginning after November 15,  2008, and interim
periods within those fiscal years. The Partnership does not anticipate either of
these pronouncements will have a material impact on the Partnership's  financial
statements.

In February  2007,  the FASB issued  SFAS No. 159 ("SFAS  159"),  The Fair Value
Option for Financial  Assets and Financial  Liabilities - Including an amendment
of FASB  Statement No. 115.  SFAS 159 permits the choice of measuring  financial
instruments  and certain  other items at fair value.  SFAS 159 is effective  for
financial  statements issued for fiscal years beginning after November 15, 2007.
The Partnership does not anticipate that this pronouncement will have a material
impact on the Partnership's financial statements.

In December 2007, the FASB issued  Statement of Financial  Accounting  Standards
("SFAS")  No.  141(R)  ("SFAS  141R"),  which  amends SFAS No. 141, and provides
revised guidance for recognizing and measuring  identifiable assets and goodwill
acquired,  liabilities assumed, and any noncontrolling interest in the acquiree.
SFAS 141R is effective for fiscal years beginning after December 15, 2008 and is
to be applied  prospectively.  SFAS 141R also requires changes to the accounting
for transaction  costs,  certain  contingent  assets and liabilities,  and other
balances in a business combination.  In addition, in partial acquisitions,  when
control is obtained,  the  acquiring  company must measure and record all of the
target's assets and  liabilities,  including  goodwill,  at fair value as if the
entire  target   company  had  been  acquired.   It  also  provides   disclosure
requirements to enable users of the financial  statements to evaluate the nature
and financial effects of the business combination.  The Partnership is currently
evaluating  the impacts and  disclosures  of this  pronouncement,  but would not
expect  SFAS  141R to have a  material  impact  on the  Partnership's  financial
statements.

On December 4, 2007,  the FASB issued SFAS No. 160 ("SFAS  16"),  Noncontrolling
Interests in Consolidated Financial Statements, an amendment of ARB No. 51. SFAS
160 replaces the concept of minority interest with  noncontrolling  interests in
subsidiaries.  Noncontrolling  interests  will now be reported as a component of
equity  in  the   consolidated   statement  of  financial   position.   Earnings
attributable to noncontrolling interests will continue to be reported as part of
consolidated  earnings;  however,  SFAS 160 requires that income attributable to
both  controlling and  noncontrolling  interests be presented  separately on the
face of the consolidated income statement.  In addition,  SFAS 160 provides that
when losses  attributable to noncontrolling  interests exceed the noncontrolling
interest's  basis,  losses  continue  to be  attributed  to  the  noncontrolling
interest as opposed to being  absorbed  by the  consolidating  entity.  SFAS 160
required  retroactive  adoption of the presentation and disclosure  requirements
for existing  minority  interests.  All other  requirements of SFAS 160 shall be
applied  prospectively.  SAS 160 is  effective  for the first  annual  reporting
period  beginning on or after December 15, 2008. The Partnership does not expect
SFAS 160 to have a material impact on the Partnership's financial statements.

In November  2008 the FASB  ratified  EITF No. 08-6,  Equity  Method  Investment
Accounting Considerations, which clarifies the accounting for how to account for
certain  transactions  and  impairment  considerations  involving  equity method
investments. This Issue shall be effective in fiscal years beginning on or after
December 15, 2008,  and interim  periods  within those fiscal years.  This Issue
shall be  applied  prospectively.  Earlier  application  by an  entity  that has
previously  adopted  an  alternative  accounting  policy is not  permitted.  The
transition  disclosures  in  paragraphs  17 and 18 of  Statement  154  shall  be
provided,  if applicable.  The Partnership does not expect this pronouncement to
have a material impact on the Partnership's financial statements.

In  December  2008,  the FASB  issue  FASB  Staff  Position  No.  FAS  140-4 and
FIN46(R)-8  (the "FSP"),  Disclosures  by Public  Entities  (Enterprises)  about
Transfers of Financial Assets and Interests in Variable  Interest  Entities.  It
amends SFAS 140 to require  public  entities to provide  additional  disclosures
about transferors'  continuing  involvements with transferred  financial assets.
The FSP is  effective  for public  companies  in their  first  reporting  period
(interim  or annual)  that ends after  December  15,  2008.  The FSP also amends
FIN46R to require public  enterprises,  including  sponsors that have a variable
interest in a variable interest entity, to provide additional  disclosures about
their  involvement  with  variable  interest  entities.  The FSP  also  requires

                                       24

<PAGE>

disclosures  by a  public  enterprise  that  is (a) a  sponsor  of a  qualifying
special-purpose  entity (SPE) that holds a variable  interest in the  qualifying
SPE but was not the transferor of financial assets to the qualifying SPE and (b)
a servicer of a qualifying SPE that holds a significant variable interest in the
qualifying SPE but was not the transferor of financial  assets to the qualifying
SPE. The  Partnership  does not expect the FSP to have a material  impact on the
Partnership's financial statements.

In April 2009, the FASB issued FSP 107-1 and APB 28-1 "Interim Disclosures about
Fair Value of  Financial  Instruments."  The FSP requires  disclosure  about the
method and significant assumptions used to establish the fair value of financial
instruments for interim reporting periods as well as annual statements.  The FSP
is  effective  for the  Partnership  as of Jun 30,  2009 and will not impact the
Partnership's financial condition or results of operations.

In May 2009,  the FASB issued SFAS No. 165,  "Subsequent  Events." This standard
incorporates  into  authoritative  accounting  literature  certain guidance that
already  existed  within  generally  accepted  auditing   standards,   with  the
requirements   concerning   recognition  and  disclosure  of  subsequent  events
remaining  essentially  unchanged.  This guidance  addresses  events which occur
after the balance  sheet date but before the issuance of  financial  statements.
Under SFAS No.165, as under previous practice, an entity must record the effects
of subsequent  events that provide evidence about conditions that existed at the
balance  sheet date and must  disclose but not record the effects of  subsequent
events which provide evidence about conditions that did not exist at the balance
sheet date. This standard added an additional  required  disclosure  relative to
the date through which subsequent events have been evaluated and whether that is
the date on  which  the  financial  statements  were  issued.  SFAS  No.  165 is
effective for periods  ending after June 15, 2009.  The adoption of SFAS No. 165
is not  expected  to  have a  material  impact  on the  Partnership's  financial
condition or results of operations.


Certain Risks and Uncertainties

See Item 1A for a discussion of risks regarding the Partnership.

Substantially  all of the Low  Income  Housing  Tax  Credits  anticipated  to be
realized from the Local Limited Partnerships have been realized. The Partnership
does not anticipate  being allocated a significant  amount of Low Income Housing
Tax Credits from the Local Limited  Partnerships in the future.  Until the Local
Limited  Partnerships  have  completed the 15 year Low Income Housing Tax Credit
Compliance  period,  risks  exist for  potential  recapture  of prior Low Income
Housing Tax Credits.

To date, certain Local Limited Partnerships have incurred significant  operating
losses and have working capital  deficiencies.  In the event these Local Limited
Partnerships continue to incur significant operating losses,  additional capital
contributions  by the  Partnership  and/or  the Local  General  Partners  may be
required  to sustain  the  operations  of such Local  Limited  Partnerships.  If
additional  capital  contributions  are not made  when  they are  required,  the
Partnership's  investment in certain of such Local Limited Partnerships could be
lost,  and the loss and recapture of the related Low Income  Housing Tax Credits
could occur.

Anticipated  future and  existing  cash  resources  of the  Partnership  are not
sufficient   to  pay  existing   liabilities   of  the   Partnership.   However,
substantially all of the existing  liabilities of the Partnership are payable to
the General  Partner and/or its  affiliates.  Though the amounts  payable to the
General Partner and/or its affiliates are contractually  currently payable,  the
Partnership  anticipates that the General Partner and/or its affiliates will not
require the payment of these contractual  obligations until capital reserves are
in excess of the aggregate of then  existing  contractual  obligations  and then
anticipated future foreseeable  obligations of the Partnership.  The Partnership
would be adversely  affected  should the General  Partner  and/or its affiliates
demand current  payment of the existing  contractual  obligations and or suspend
services for this or any other reason.

                                       25

<PAGE>

Financial Condition

For the year ended March 31, 2008

The  Partnership's  assets at March 31,  2008  consisted  of $83,000 in cash and
aggregate  investments  in 16 Local  Limited  Partnerships  of  $1,120,000  (See
"Method  of  Accounting  for   Investments  in  Local  Limited   Partnerships").
Liabilities  at March 31,  2008  consisted  of  $1,781,000  of accrued  fees and
advances  payable to the General  Partner  and/or its  affiliates,  (See "Future
Contractual Cash Obligations" below) and $4,000 of accrued expenses.

Results of Operations

Year  Ended  March  31,  2008   Compared  to  Year  Ended  March  31,  2007  The
Partnership's  net  loss for the  year  ended  March  31,  2008 was  $(799,000),
reflecting a decrease of $1,380,000  from the net loss  experienced for the year
ended March 31, 2007 of $(2,179,000).  That decrease in net loss was largely due
to  a  decrease  in  equity  in  income  from  Local  Limited   Partnerships  of
$(1,755,000).  For the year ended March 31, 2007 one Local Limited  Partnership,
Patten Towers, L.P., II had forgiveness of debt income of $2,771,000 and for the
year ended March 31, 2008 that Local Limited Partnership had operational losses.
The large  increase of equity in losses was offset by the  decrease in loss from
operations  which was largely due to a $1,777,000  decrease in impairment  loss.
The unusually  large  decrease in  impairment  loss was due to one Local Limited
Partnership,  Patten Towers, L.P., II, recognizing forgiveness of debt income of
$2,771,000  due to mortgage  notes being  forgiven  for the year ended March 31,
2007.  Prior to the year  ended  March  31,  2007 the  Partnership's  investment
balance in this Local Limited Partnership was zero. The Partnership recorded its
share of the  forgiveness  of debt and  performed an impairment  analysis  which
showed that the investment in the Local Limited  Partnership was impaired and as
such an impairment  loss was recorded to bring the  investment  balance to zero.
There was no such  forgiveness of debt and related  impairment loss for the year
ended  March 31,  2008.  There was also a  $1,312,000  decrease  in write off of
advances  to Local  Limited  Partnerships.  During the year ended March 31, 2008
there were no advances made to Local Limited  Partnerships  compared to advances
during the year ended March 31, 2007 of  $(1,312,000).  The advances made to the
troubled  Local  Limited  Partnerships  can  vary  each  year  depending  on the
operations of the  individual  Local Limited  Partnerships.  The  accounting and
legal expense decreased by $16,000 for the year ended March 31, 2008 compared to
the year ended March 31,  2007,  due to a timing  issue of the  accounting  work
being  performed.   The  other  operating   expenses  decreased  by  $3,000  and
amortization  decreased  by $4,000  during the year ended  March 31,  2008.  The
decrease  in  amortization  is  due to  the  fact  that  when  a  Local  Limited
Partnership's  investment  balance  reaches zero the remaining  net  acquisition
costs and fees associated  with that investment are written off.  Reporting fees
and distribution  income increased by $8,000 and $2,000,  respectively,  for the
year ended March 31, 2008 due to the fact that Local  Limited  Partnerships  pay
the reporting fees and  distribution  income to the  Partnership  when the Local
Limited Partnership's cash flow will allow for the payment.

Year  Ended  March  31,  2007   Compared  to  Year  Ended  March  31,  2006  The
Partnership's  net loss for the year  ended  March  31,  2007 was  $(2,179,000),
reflecting  a decrease of $250,000  from the net loss  experienced  for the year
ended March 31, 2006 of $(2,429,000).  That decrease in net loss was largely due
to  an  increase  in  equity  in  income  from  Local  Limited  Partnerships  of
$2,002,000,  offset by an increase in loss from operations of $(1,752,000).  The
change in loss from  operations is partially due to a  $(1,278,000)  increase in
impairment  loss.  The  increased  loss from  operations  was  largely due to an
unusually   large  increase  in  impairment   loss  due  to  one  Local  Limited
Partnership,  Patten Towers,  L.P., II, recognizing a forgiveness of debt income
of  $2,771,000  due to mortgage  notes being  forgiven.  Prior to the year ended
March 31,  2007 the  Partnership's  investment  balance  in this  Local  Limited
Partnership was zero. The  Partnership  recorded its share of the forgiveness of
debt and performed an impairment  analysis  which showed that the  investment in
the Local Limited  Partnership  was impaired and as such an impairment  loss was
recorded to bring the  investment  balance to zero.  There was also a $(481,000)
increase in write off of advances to Local Limited Partnerships. During the year
ended March 31, 2007 there were advances for $(1,312,000)  made to several Local
Limited  Partnerships  which  were  reserved  for in full as of March  31,  2007
compared to advances  during the year ended  March 31,  2006 of  $(831,000)  and
fully reserved for in that year. The net difference of the reserves  resulted in
the increase of  $(482,000).  The advances  made to the troubled  Local  Limited
Partnerships  can vary each year  depending on the  operations of the individual
Local  Limited  Partnerships.  The  accounting  and legal  expense  increased by
$(17,000) for the year ended March 31, 2007 compared to the year ended March 31,
2006, due to a timing issue of the accounting  work being  performed.  The other
operating  expenses  decreased  by $3,000 and  amortization  decreased by $5,000
during the year ended March 31, 2007. The decrease in amortization is due to the
fact that when a Local Limited Partnership's investment balance reaches zero the
remaining net  acquisition  costs and fees  associated  with that investment are
written off.  Reporting  fees  increased by $17,000 for the year ended March 31,
2007 due to the fact that Local Limited  Partnerships  pay the reporting fees to
the Partnership  when the Local Limited  Partnership's  cash flow will allow for
the payment.

                                       26

<PAGE>

Liquidity and Capital Resources

Year Ended March 31, 2008 Compared to Year Ended March 31, 2007 The net increase
in cash  during the year ended  March 31,  2008 was  $36,000  compared  to a net
increase in cash for the year ended March 31, 2007 of $24,000. The net change of
$12,000 was due to the  decrease  in net cash used in  operating  activities  of
$326,000,  the decrease in net cash provided by investing activities of $(4,000)
and the decrease in net cash  provided by financing  activities  of  $(310,000).
During the year ended March 31, 2008 the  Partnership  made no advances to Local
Limited Partnerships compared to $1,312,000 that was advanced for the year ended
March 31, 2007.  That netted to a decrease in cash used for the year ended March
31, 2008 of $1,312,000.  The Partnership did not have excessive  amounts of cash
therefore  the change in accrued fees and  expenses  due to General  Partner and
affiliates for the year ended March 31, 2007 was $1,070,000  compared to $43,000
during the year ended  March 31,  2008.  A large  portion of the March 31,  2007
amount  was  advances  made to the  Partnership  by the  General  Partner  or an
affiliate  that was then  advanced to the Local Limited  Partnerships  that were
experiencing  operational  issues. The Partnership had an increase of $8,000 and
$2,000 in reporting fees and distribution income, respectively, received for the
year ended March 31, 2008 compared to March 31, 2007.  Both the  reporting  fees
and the  distributions can vary from year to year depending on the cash flow and
operations  of  the  Local  Limited  Partnerships.   Miscellaneous  income  also
increased  by $12,000 for the year ended March 31,  2008.  The cash  provided by
investing  activities  decreased  by $(4,000)  due to  distributions  from Local
Limited  Partnerships  decreasing by that amount. The cash provided by financing
activities  decreased by  $(310,000)  due to advances made during the year ended
March 31, 2007 that were  forgiven by the General  Partner or an  affiliate  and
converted  to  contributions  by the General  Partner.  There was no  additional
forgiveness of debt during the year ended March 31, 2008.

Year Ended March 31, 2007 Compared to Year Ended March 31, 2006 The net increase
in cash  during the year ended  March 31,  2007 was  $24,000  compared  to a net
decrease in cash for the year ended March 31, 2006 of  $(6,000).  The net change
of $30,000 was due to the increase in net cash used in operating  activities  of
$(283,000),  the increase in net cash used in investing activities of $4,000 and
the increase in net cash provided by financing  activities  of $310,000.  During
the year ended March 31, 2007 the Partnership  advanced  $1,312,000 to the Local
Limited Partnerships compared to $(831,000) that was advanced for the year ended
March 31, 2006. That netted to an increase in cash used for the year ended March
31,  2007  of  $(481,000).  The  advances  were  due to  several  Local  Limited
Partnerships  experiencing  cash flow  issues.  The  Partnership  also  received
advances of $1,296,000  from the General Partner during the year ended March 31,
2007 to help the operations of Local Limited  Partnerships  compared to advances
of $806,000  received from General Partner during the year ended March 31, 2006,
which netted to a net increase of cash received of $490,000. The Partnership had
an increase of $17,000 in reporting  fees  received for the year ended March 31,
2007  compared  to March  31,  2006  along  with an  increase  in $4,000 in cash
distributions received from Local Limited Partnerships.  Both the reporting fees
and the  distributions can vary from year to year depending on the cash flow and
operations of the Local Limited Partnerships.

Accrued  payables,  which consist primarily of related party management fees due
to the  General  Partner,  increased  by  approximately  $43,000,  $223,000  and
$874,000 for the years ended March 31, 2008,  2007 and 2006,  respectively.  The
General  Partner does not anticipate  that these accrued fees will be paid until
such time as  capital  reserves  are in excess  of  future  foreseeable  working
capital requirements of the Partnership.

The  Partnership   currently  has  insufficient  working  capital  to  fund  its
operations.  Associates  has agreed to continue  providing  advances  sufficient
enough  to  fund  the  operations  and  working  capital   requirements  of  the
Partnership through November 30, 2010.

Other Matters

The Partnership had a 99% limited partnership  investment in Cascade Pines, L.P.
II ("Cascade").  Cascade was a defendant in a wrongful death lawsuit and related
injury  lawsuit.  Cascade  carries  general  liability  and  extended  liability
insurance.  The  wrongful  death claim and related  injury  lawsuit was settled,
released and  dismissed.  Liability  insurance  covered the  settlement.  Due to
continued operating deficits,  an associate of WNC, Shelter Resource Corporation
(SRC)  became  the  managing  general  partner  of  Cascade  in  November  2003.
Operations  improved until late 2004 when the Atlanta Housing  Authority  ceased
all rental  assistance  contracts  with  Cascade  thereby  causing  irreversible
operating problems. In January 2005 Cascade filed for and was granted bankruptcy
protection.  In January 2007 Cascade  successfully sold the apartment  community
with the approval of the bankruptcy  court. The property was sold to an investor
that was going to rent the  affordable  apartment  units to market rate  tenants
thereby  creating  an event of  recapture  for the  Partnership  as the  limited
partner of Cascade.

                                       27

<PAGE>

Cumulative  advances to one Local Limited  Partnership,  Cascade Pines, L.P., II
("Cascade  Pines")  totaled  $1,155,728 at March 31, 2007.  In prior years,  the
Partnership  had received cash advances from the General  Partner or affiliates,
which  were in turn  advanced  to  Cascade  Pines to aid the  property  with its
operational  issues. When Cascade Pines was sold during the year ended March 31,
2007,  there were no net cash  proceeds and  therefore  the  advances  that were
previously  made by the General  Partner to the Partnership to fund the advances
to Cascade Pines were forgiven.  The  cancellation  of that debt is considered a
capital contribution by the General Partner to the Partnership and as such it is
reflected in the statement of partners'  equity  (deficit) in the  Partnership's
financial statements.

One Local Limited  Partnership,  Patten Towers L.P. II ("Patten Towers"),  had a
less-than-satisfactory  score from HUD on the 2006 and 2007 property inspection.
HUD  currently  has the  authority to revoke their  housing  assistance  program
("HAP") with Patten  Towers and thereby  suspend all rental  assistance  for the
tenants of Patten  Towers.  If HUD were to revoke the HAP contract  then most of
the  current  tenants  would be unable to make  their  rental  payments  thereby
denying  Patten  Towers with the necessary  monthly  revenue it needs to pay all
costs and expenses.  Patten Towers  requested and received  approval from HUD to
participate in a follow-up inspection.  As of January 2009, HUD re-inspected the
property  and Patten  Towers  received  an  acceptable  score  from HUD  thereby
allowing  the  property  to continue to  participate  in the housing  assistance
program.  Patten Towers is currently  listed for sale with a national  brokerage
firm. The  Partnership  does not anticipate any proceeds from the sale. Any sale
transaction contemplated will require that the property maintain compliance with
the  Section  42  tax  credit  provisions,  thereby  avoiding  recapture  of any
previously claimed tax credits.

The Partnership has a 99% limited partnership investment in Heritage Apartments,
L.P.  ("Heritage").  Heritage is a defendant in several  wrongful death lawsuits
and related injury  lawsuits.  Heritage  carries general  liability and extended
liability insurance. The management of Heritage has confirmed that the insurance
company is paying the  remaining six claims which range from $500 - $2,000 each.
If for any reason Heritage is unsuccessful in its defense and the insurer denies
coverage or the insurance coverage proves to be inadequate,  the Partnership may
be required to sell its  investment  or may  otherwise  lose its  investment  in
Heritage,  which was $0 and $117,280, at March 31, 2008 and 2007,  respectively.
Loss of the Heritage  investment  could result in the cessation and recapture of
tax credits and certain prior tax deductions.

Partnership's Future Contractual Cash Obligations

The  following  table  summarizes  the  Partnership's  future  contractual  cash
obligations as of March 31, 2008:
<TABLE>
<CAPTION>

                                2009         2010          2011           2012         2013       Thereafter      Total

                            -----------   -----------   -----------   -----------   -----------   -----------   -----------
                           <S>           <C>           <C>           <C>           <C>           <C>           <C>

Asset management fees(1)    $   423,125   $    49,500   $    49,500   $    49,500   $    49,500   $ 1,831,500   $ 2,452,625
                            -----------   -----------   -----------   -----------   -----------   -----------   -----------
Total contractual cash
   obligations              $   423,125   $    49,500   $    49,500   $    49,500   $    49,500   $ 1,831,500   $ 2,452,625
                            ===========   ===========   ===========   ===========   ===========   ===========   ===========
</TABLE>

(1)  Asset  management  fees  are  payable  annually  until  termination  of the
     Partnership,  which is to  occur  no later  than  December  31,  2050.  The
     estimate of the fees payable  included  herein assumes the retention of the
     Partnership's  interest in all Housing  Complexes  until December 31, 2050.
     Amounts due to the General  Partner as of March 31, 2008 have been included
     in the 2009 column. The General Partner does not anticipate that these fees
     will be paid  until  such  time as  capital  reserves  are in excess of the
     aggregate  of the  existing  contractual  obligations  and the  anticipated
     future foreseeable obligations of the Partnership.

For additional  information regarding our asset management fees, see Notes 2 and
3 to the financial statements included elsewhere herein.

Off-Balance Sheet Arrangements

The Partnership has no off-balance sheet arrangements.

Exit Strategy

See Item 1 for information in this regard.

                                       28

<PAGE>

Impact of New Accounting Pronouncements

See footnote 1 to the audited financial statements.

Item 7A.  Quantitative and Qualitative Disclosures Above Market Risk

NOT APPLICABLE

Item 8. Financial Statements and Supplementary Data

                                       29

<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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

     We have audited the  accompanying  balance sheets of WNC Housing Tax Credit
Fund V, L.P., Series 3 (a California  Limited  Partnership) (the Partnership) as
of March 31, 2008 and 2007, and the related statements of operations,  partners'
equity  (deficit) and cash flows for each of the years in the three-year  period
ended March 31, 2008.  The  Partnership's  management is  responsible  for these
financial  statements.  Our  responsibility  is to  express  an opinion on these
financial  statements  based  on our  audits.  We did not  audit  the  financial
statement of one local limited  partnership for which  investments  represent $0
and $0,  of the  total  Partnership  assets  as of  March  31,  2008  and  2007,
respectively,  and $0, $0 and $(264,638) of the total  Partnership  loss for the
years ended March 31, 2008,  2007 and 2006,  respectively.  That  statement  was
audited by another  auditor,  whose report was furnished to us, and our opinion,
insofar as it relates to that local limited partnership,  is based solely on the
report of the other auditor.

     We  conducted  our audits in  accordance  with the  standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain  reasonable  assurance about whether the
financial  statements are free of material  misstatement.  The Partnership it is
not required to have,  nor were we engaged to perform,  an audit of its internal
control over financial reporting.  Our audit included  consideration of internal
control over financial  reporting as a basis for designing audit procedures that
are appropriate in the  circumstances,  but not for the purpose of expressing an
opinion  on  the  effectiveness  of  the  Partnership's  internal  control  over
financial reporting.  Accordingly, we express no such opinion. An audit includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   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  provide  a
reasonable basis for our opinion.

     In our opinion,  based on our audits and the reports of 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 3 (a
California  Limited  Partnership) as of March 31, 2008 and 2007, and the results
of its  operations  and its cash  flows for each of the years in the  three-year
period ended March 31, 2008, in conformity with accounting  principles generally
accepted in the United States of America.

     Our  audits  were  conducted  for the  purpose of forming an opinion on the
basic financial  statements  taken as a whole.  The schedules  listed under Item
15(a)(2) in the index  related to years above are  presented  for the purpose of
complying with the Securities and Exchange  Commission's  rules and are not part
of the basic  financial  statements.  These schedules have been subjected to the
auditing procedures applied to the audits of the basic financial statements and,
in our opinion,  fairly state in all material  respects the financial  statement
data  required  to be set forth  therein  in  relation  to the  basic  financial
statements taken as a whole.



/s/ Reznick Group, P.C.
-----------------------

Bethesda, Maryland
November 20, 2009

<PAGE>


                                  Reznick Group, P.C.       Tel: (301) 652-9100
                                  7700 Old Georgetown Road  Fax: (301) 652-1848
                                  Suite 400                 www.reznickgroup.com
                                  Bethesda, MD 20814-6224


                          INDEPENDENT AUDITOR'S REPORT


To the Partners
Blessed Rock of El Monte

         We have audited the accompanying balance sheet of Blessed Rock of El
Monte (a California Limited Partnership) as of December 31, 2007, and the
related statements of operations, changes in partners' equity (deficit), and
cash flows for the year then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

         We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and the standards applicable
to financial audits contained in GOVERNMENT AUDITING STANDARDS, issued by the
Comptroller General of the United States. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Partnership has determined
that it is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Partnership's internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.

         In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Blessed Rock of El
Monte as of December 31, 2007, and the results of its operations and cash flows
for the year then ended in conformity with accounting principles generally
accepted in the United States of America.






   Atlanta o Austin o Baltimore o Bethesda o Birmingham o Charlotte o Chicago
                    Los Angeles o Sacramento o Tysons Corner




<PAGE>



         As discussed more fully in note 8 of the financial statements, certain
errors resulting principally in the overstatement of depreciation and
amortization due to misallocation of building, deferred fees and organization
cost, in prior years, were discovered by management of the Partnership during
the current year. Accordingly, adjustments have been made to partners' equity
(deficit) as of January 1, 2007, to correct the errors.



                                                     /s/ Reznick Group, P.C.
                                                     -----------------------

Skokie, Illinois                                  Taxpayer Identification Number
December 17, 2008                                          52-1088612


Lead Auditor: Jeff Dowd

<PAGE>




                       Pailet, Meunier and LeBlank, L.L.P.
                          Certified Public Accountants
                             Management Consultants



                          INDEPENDENT AUDITOR'S REPORT

To the Partners
BROADWAY APARTMENTS, L.P.
Roswell, New Mexico


We have audited the accompanying balance sheets of BROADWAY APARTMENTS, L.P., as
of December 31, 2007 and 2006 and the related statements of operations,  changes
in partners'  equity  (deficit)  and cash flows for the years then ended.  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 conducted  our audit in accordance  with the Standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of BROADWAY APARTMENTS, L.P. as of
December  31,  2007 and 2006  and the  results  of its  operations,  changes  in
partners'  equity  and cash  flows for the year then  ended in  conformity  with
accounting principles generally accepted in the United States of America.




/s/Pailet, Meunier and LeBlank, L.L.P.
--------------------------------------

Metairie, Louisiana
April 14, 2008





              3421 N. Causeway Blvd., Suite 701. Metairie, LA 70002
                 Telephone (504) 837-0770 . Fax (504) 837-7102
                                    Member of
            IGAF Worldwide - Member Firms In Principal Cities . PCAOB
                - Public Company Accounting Oversight Board AICPA
                 Centers . Center for Public Company Audit Firms
                                      (SEC)
  Governmental Audit Quality Center . Private Companies Practice Section (PCPS)
<PAGE>
<TABLE>
<CAPTION>

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

                                                            BALANCE SHEETS


                                                                                       March 31,
                                                                           -----------------------------------

                                                                               2008               2007
                                                                           --------------     -------------
                                                                          <S>                <C>

ASSETS
Cash                                                                       $       83,448     $      46,994
Investments in Local Limited Partnerships, net (Notes 2 and 3)                  1,120,103         1,912,366
                                                                           --------------     -------------

    Total Assets                                                           $    1,203,551     $   1,959,360
                                                                           ==============     =============

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
   Accrued expenses                                                        $        4,000     $       4,000
   Accrued fees and advances due to General Partner and
     affiliate (Note 3)                                                         1,781,320         1,738,278
                                                                           --------------     -------------

     Total Liabilities                                                          1,785,320         1,742,278
                                                                           --------------     -------------

Partners' equity (deficit)
   General Partner                                                                962,861           970,850
   Limited Partners (25,000 Partnership Units
     authorized;18,000 Partnership Units issued and
     outstanding)                                                              (1,544,630)         (753,768)
                                                                           --------------     -------------

     Total Partners' Equity (Deficit)                                            (581,769)          217,082
                                                                           --------------     -------------

      Total Liabilities and Partners' Equity (Deficit)                     $    1,203,551     $   1,959,360
                                                                           ==============     =============
</TABLE>

                                                                  31

<PAGE>

<TABLE>
<CAPTION>


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

                                                       STATEMENTS OF OPERATIONS

                                                              For the Years Ended March 31,
                                               -------------------------------------------------------------
                                                   2008                 2007                 2006
                                               --------------     -----------------     ----------------
                                              <S>                <C>                   <C>

Reporting fees                                 $      31,608      $         23,350      $         6,000
Distribution income                                    1,738                     -                  168
Miscellaneous income                                  11,814                     -                    -
                                               --------------     -----------------     ----------------

       Total income                                   45,160                23,350                6,168
                                               --------------     -----------------     ----------------

Operating expenses:
   Amortization (Notes 2 and 3)                       12,287                16,200               21,436
   Asset management fees (Note 3)                     49,500                49,500               49,500
   Impairment loss (Note 2)                          559,408             2,336,855            1,058,869
   Accounting and legal fees                           7,538                23,482                6,128
   Write off of advances to Local
     Limited  Partnerships (Note 5)                        -             1,312,135              830,577
   Other                                               6,760                 9,835               12,693
                                               --------------     -----------------     ----------------
     Total operating expenses                        635,493             3,748,007            1,979,203
                                               --------------     -----------------     ----------------

Loss  from operations                               (590,333)           (3,724,657)          (1,973,035)

Equity in income (losses) of Local
   Limited  Partnerships (Note 2)                   (208,618)            1,545,903             (455,938)

Interest income                                          100                   135                  121
                                               --------------     -----------------     ----------------

Net loss                                       $    (798,851)     $     (2,178,619)     $    (2,428,852)
                                               ==============     =================     ================

Net loss allocated to:
   General Partner                             $      (7,989)     $        (21,786)     $       (24,289)
                                               ==============     =================     ================
   Limited Partners                            $    (790,862)     $     (2,156,833)     $    (2,404,563)
                                               ==============     =================     ================

Net loss per Partnership Unit                  $      (43.94)     $        (119.82)             (133.59)
                                               ==============     =================     ================

Outstanding weighted Partnership Units                 18,000               18,000               18,000
                                               ==============     =================     ================
</TABLE>

                                                                  32

<PAGE>
<TABLE>
<CAPTION>

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

                                               STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

                                           For the Years Ended March 31, 2008, 2007 and 2006


                                                               General            Limited              Total
                                                               Partner            Partners
                                                            --------------     ---------------     ---------------
                                                           <S>                <C>                 <C>

Partners' equity (deficit) at March 31, 2005                $    (138,803)     $    3,807,628      $     3,668,825

Net loss                                                          (24,289)         (2,404,563)          (2,428,852)
                                                            --------------     ---------------     ---------------
                                                                 (163,092)          1,403,065            1,239,973
Partners' equity (deficit) at March 31, 2006

Contributions (Note 6)                                          1,155,728                   -            1,155,728

Net loss                                                          (21,786)         (2,156,833)          (2,178,619)
                                                            --------------     ---------------     ---------------

Partners' equity (deficit) at March 31, 2007                      970,850            (753,768)             217,082

Net loss                                                           (7,989)           (790,862)            (798,851)
                                                            --------------     ---------------     ---------------

Partners' equity (deficit) at March 31, 2008                $     962,861      $   (1,544,630)     $      (581,769)
                                                            ==============     ===============     ===============
</TABLE>

                                                                  33

<PAGE>
<TABLE>
<CAPTION>

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

                                                       STATEMENTS OF CASH FLOWS

                                                                     For The Years Ended
                                                                          March 31,
                                                      --------------------------------------------------

                                                           2008             2007               2006
                                                      ---------------    ------------      -------------
                                                     <S>                <C>               <C>

 Cash flows from operating activities:
   Net loss                                           $     (798,851)    $(2,178,619)      $ (2,428,852)
   Adjustments to reconcile net loss to net cash
     provided by (used in) operating activities:
     Amortization                                             12,287          16,200             21,436
     Impairment loss                                         559,408       2,336,855          1,058,869
     Equity in (income) losses of
         Local Limited Partnerships                          208,618      (1,545,903)            455,938
     Advances made to Local Limited Partnerships                   -      (1,312,135)           (830,577)
     Write off of advances made to Local
         Limited Partnerships                                      -       1,312,135             830,577
     Change in accrued fees and expenses due to
         General Partner and affiliates                       43,042       1,069,644             874,208
                                                      ---------------    ------------      -------------

Net cash provided by (used in) operating
   activities                                                 24,504        (301,823)           (18,401)
                                                      ---------------    ------------      -------------

Cash flows from investing activities:
   Distribution from Local Limited Partnerships               11,950          16,134             12,585
                                                      ---------------    ------------      -------------

Net cash provided by investing activities                     11,950          16,134             12,585
                                                      ---------------    ------------      -------------

Cash flows from financing activities:
   Contribution from General Partner                               -         309,523                  -
                                                      ---------------    ------------      -------------

Net cash provided by financing activities                          -         309,523                  -
                                                      ---------------    ------------      -------------

Net increase (decrease) in cash                               36,454          23,834             (5,816)

Cash, beginning of year                                       46,994          23,160             28,976
                                                      ---------------    ------------      -------------

Cash, end of year                                     $       83,448     $    46,994       $     23,160
                                                      ===============    ============      =============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

   Taxes paid                                         $          800     $       800       $        800
                                                      ===============    ============      =============

NON-CASH FINANCING ACTIVITIES
   Advances made to the Partnership by the
     General Partner in prior years and
       converted to equity                            $            -     $   846,205       $          -
                                                      ===============    ============      =============
</TABLE>

                                                                  34

<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS
                For the Years Ended March 31 2008, 2007 and 2006

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

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

WNC  Housing  Tax  Credit  Fund  V,  L.P.,  Series  3 (the  "Partnership")  is a
California Limited  Partnership formed under the laws of the State of California
on March 28, 1995, and commenced operations on October 24, 1995. The Partnership
was formed to invest  primarily in other limited  partnerships  ("Local  Limited
Partnerships") which owns multi-family  housing complexes ("Housing  Complexes")
that are  eligible  for Federal low income  housing  tax  credits  ("Low  Income
Housing Tax Credits"). The local general partners (the "Local General Partners")
of  each  Local  Limited  Partnership  retain  responsibility  for  maintaining,
operating and managing the Housing  Complex.  Each Local Limited  Partnership is
governed by its agreement of limited partnership (the "Local Limited Partnership
Agreement").

The general partner of the  Partnership is WNC & Associates,  Inc. (the "General
Partner" or  "Associates").  The chairman and the  president of  Associates  own
substantially  all of the outstanding  stock of Associates.  The business of the
Partnership  is  conducted   primarily  through  the  General  Partner,  as  the
Partnership has no employees of its own.

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

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

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

The proceeds from the  disposition of any of the Housing  Complexes will be used
first to pay  debts and  other  obligations  per the  respective  Local  Limited
Partnership Agreement.  Any remaining proceeds will then be paid to the partners
of the Local Limited Partnership,  including the Partnership, in accordance with
the terms of the particular Local Limited Partnership  Agreement.  The sale of a
Housing  Complex  may  be  subject  to  other   restrictions   and  obligations.
Accordingly,  there can be no assurance that a Local Limited Partnership will be
able to sell its Housing Complex.  Even if it does so, there can be no assurance
that any  significant  amounts of cash will be distributed  to the  Partnership.
Should  such  distributions  occur,  the  Limited  Partners  will be entitled to
receive  distributions  from the proceeds remaining after payment of Partnership
obligations and funding reserves, equal to their capital contributions and their
return on  investment  (as defined in the  Partnership  Agreement).  The General
Partners  would then be  entitled  to receive  proceeds  equal to their  capital
contributions  from the remainder.  Any additional sale or refinancing  proceeds
will  be  distributed  90% to the  Limited  Partners  (in  proportion  to  their
respective investments) and 10% to the General Partner.

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

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

                                       35

<PAGE>

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

on liquidation of the Partnership's investments. Some of those risks include the
following:

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

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

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

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

The  Partnership   currently  has  insufficient  working  capital  to  fund  its
operations.  Associates  has agreed to continue  providing  advances  sufficient
enough  to  fund  the  operations  and  working  capital   requirements  of  the
Partnership through November 30, 2010.

                                       36

<PAGE>

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

Substantially  all of the Low  Income  Housing  Tax  Credits  anticipated  to be
realized from the Local Limited Partnership have been realized.  The Partnership
does not anticipate  being allocated a significant  amount of Low Income Housing
Tax Credits from the Local Limited  Partnerships in the future.  Until the Local
Limited  Partnerships  have  completed the 15 year Low Income Housing Tax Credit
compliance period  ("Compliance  Period") risks exist for potential recapture of
prior Low Income Housing Tax Credits received.

Anticipated  future and  existing  cash  resources  of the  Partnership  are not
sufficient   to  pay  existing   liabilities   of  the   Partnership.   However,
substantially all of the existing  liabilities of the Partnership are payable to
the General  Partner and/or its  affiliates.  Though the amounts  payable to the
General Partner and/or its affiliates are contractually  currently payable,  the
Partnership  anticipates that the General Partner and/or its affiliates will not
require the payment of these contractual  obligations until capital reserves are
in excess of the aggregate of then  existing  contractual  obligations  and then
anticipated future foreseeable  obligations of the Partnership.  The Partnership
would be adversely  affected  should the General  Partner  and/or its affiliates
demand current  payment of the existing  contractual  obligations and or suspend
services for this or any other reason.

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

The  Compliance  Period for a Housing  Complex is generally  15 years  following
construction or  rehabilitation  completion.  Associates was one of the first in
the industry to offer syndicated  investments in Low Income Housing Tax Credits.
The initial programs are completing their Compliance Periods.

With that in mind,  the General  Partner is continuing its review of the Housing
Complexes,  with special  emphasis on the more mature Housing  Complexes such as
any that have satisfied the IRS compliance  requirements.  The review  considers
many factors, including extended use requirements (such as those due to mortgage
restrictions  or state  compliance  agreements),  the  condition  of the Housing
Complexes, and the tax consequences to the Limited Partners from the sale of the
Housing Complexes.

Upon  identifying  those  Housing  Complexes  with the highest  potential  for a
successful sale, refinancing or syndication,  the Partnership expects to proceed
with  efforts to  liquidate  them.  The  objective  is to  maximize  the Limited
Partners'  return  wherever   possible  and,   ultimately,   to  wind  down  the
Partnership.  Local Limited Partnership Interests may be disposed of any time by
the  General  Partner  in its  discretion.  While  liquidation  of  the  Housing
Complexes continues to be evaluated,  the dissolution of the Partnership was not
imminent  as of March  31,  2008.  As of March  31,  2008,  none of the  Housing
Complexes had completed the Compliance Period.

During the year ended March,  31, 2007 the partnership  sold the Housing Complex
of one Local Limited  Partnership,  Cascade Pines II, L.P. ("Cascade Pines") and
the Local Limited Partnership was subsequently dissolved.  Cascade Pines had not
completed its 15-year  compliance  period.  The  Partnership  did not purchase a
recapture  bond since the cost of the bond was equal to the amount of Low Income
Housing Tax Credits at risk for recapture.  The Housing Complex was sold for the
same amount as the outstanding mortgage owed. The net investment balance in this
Local Limited  Partnership  was zero,  since there was no  distribution  of cash
there was no gain or loss to the  Partnership.  The  disposition was due to this
Local Limited Partnership  experiencing  operational and cash flow issues. As of
March 31, 2007 the  Partnership  had advanced  approximately  $1,155,728 to this
Local Limited  Partnership which was not recovered and the advances were written
off as bad debt.

One Local Limited  Partnership,  Patten Towers L.P. II ("Patten Towers"),  had a
less-than-satisfactory  score from HUD on the 2006 and 2007 property inspection.
HUD  currently  has the  authority to revoke their  housing  assistance  program
("HAP") with Patten  Towers and thereby  suspend all rental  assistance  for the
tenants of Patten  Towers.  If HUD were to revoke the HAP contract  then most of
the  current  tenants  would be unable to make  their  rental  payments  thereby
denying  Patten  Towers with the necessary  monthly  revenue it needs to pay all
costs and expenses.  Patten Towers  requested and received  approval from HUD to
participate in a follow-up inspection.  As of January 2009, HUD re-inspected the
property  and Patten  Towers  received  an  acceptable  score  from HUD  thereby

                                       37

<PAGE>

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

allowing  the  property  to continue to  participate  in the housing  assistance
program.  Patten Towers is currently  listed for sale with a national  brokerage
firm. The  Partnership  does not anticipate any proceeds from the sale. Any sale
transaction contemplated will require that the property maintain compliance with
the  Section  42  tax  credit  provisions,  thereby  avoiding  recapture  of any
previously claimed tax credits.

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

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

"Equity in losses of Local  Limited  Partnerships"  for each year ended March 31
has been recorded by the  Partnership  based on nine months of reported  results
provided by the Local Limited  Partnerships  for each year ended December 31 and
on  three  months  of  results  estimated  by  management  of  the  Partnership.
Management's  estimate  for the  three-month  period is based on  either  actual
unaudited  results  reported by the Local  Limited  Partnerships  or  historical
trends in the operations of the Local Limited Partnerships. In subsequent annual
financial  statements,  upon receiving the actual annual results reported by the
Local Limited  Partnerships,  management reverses its prior estimate and records
the actual results reported by the Local Limited  Partnership.  Equity in losses
from  the  Local  Limited  Partnerships  allocated  to the  Partnership  are not
recognized to the extent that the  investment  balance  would be adjusted  below
zero.  As soon as the  investment  balance  reaches  zero,  the related costs of
acquiring  the  investment  are  impaired  (see Note 3).  If the  Local  Limited
Partnerships  report net income in future  years,  the  Partnership  will resume
applying  the equity  method only after its share of such net income  equals the
share of net losses not  recognized  during the  period(s) the equity method was
suspended.

The  Partnership  does not  consolidate the accounts and activities of the Local
Limited  Partnerships  which are  considered  Variable  Interest  Entities under
Financial    Accounting   Standards   Board   Interpretation   No.   46-Revised,
"Consolidation  of Variable Interest  Entities",  because the Partnership is not
considered the primary beneficiary.  The Partnership's balance in Investments in
Local Limited Partnerships, plus the risk of recapture of Low Income Housing Tax
Credits  previously  recognized  on such  investments,  represents  the  maximum
exposure to loss in connection with such investments. The Partnership's exposure
to loss on the Local  Limited  Partnerships  is mitigated by the  condition  and
financial  performance  of the  underlying  Housing  Complexes  as  well  as the
strength of the Local General Partners and their  guarantees  against Low Income
Housing Tax Credit recapture.

Distributions  received from the Local  Limited  Partners are accounted for as a
reduction of the investment balance. Distributions received after the investment
has reached zero are recognized as  distribution  income.  As of March 31, 2008,
fourteen investment accounts in Local Limited Partnerships had reached zero.

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

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of

                                       38

<PAGE>

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

the  financial  statements,  and the  reported  amounts of revenues and expenses
during the reporting  period.  Actual results could materially differ from those
estimates.

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

The Partnership considers all highly liquid investments with original maturities
of three months or less when purchased to be cash  equivalents.  For all periods
presented, the Partnership had no cash equivalents.

Reporting Comprehensive Income
------------------------------

The  Statement of Financial  Accounting  Standards  ("SFAS") No. 130,  Reporting
Comprehensive  Income  established  standards  for the  reporting and display of
comprehensive  income (loss) and its components in a full set of general-purpose
financial statements. The Partnership had no items of other comprehensive income
for all periods presented, as defined by SFAS No. 130.

Net Loss Per Partnership Unit
-----------------------------

Net loss per Partnership  Unit is calculated  pursuant to Statement of Financial
Accounting  Standards No. 128, Earnings Per Share. Net loss per Partnership Unit
includes no dilution  and is computed  by  dividing  loss  allocated  to Limited
Partners  by the  weighted  average  Partnership  Units  outstanding  during the
period. Calculation of diluted net loss per Partnership Unit is not required.

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

No provision for income taxes has been  recorded in the financial  statements as
any  liabilities  and or benefits  from income taxes flow to the partners of the
Partnership and are their obligations and/or benefits.  For income tax purposes,
the Partnership reports on a calendar year basis.

In  June  2006,  the  Financial   Accounting  Standards  Board  ("FASB")  issued
Interpretation  No. 48 "Accounting for Uncertainty in Income Taxes" (FIN 48), an
interpretation  of FASB  Statement  No. 109.  FIN 48 provides  guidance  for how
uncertain tax positions should be recognized,  measured, presented and disclosed
in the  financial  statements.  FIN 48 requires the  evaluation of tax positions
taken or expected to be taken in the course of preparing the  Partnership's  tax
returns to determine whether the tax positions are more-likely-than-not of being
sustained  upon  examination  by the  applicable  tax  authority,  based  on the
technical merits of the tax position,  and then recognizing the tax benefit that
is  more-likely-than-not  to be realized.  Tax  positions not deemed to meet the
more-likely-than-not threshold would be recorded as a tax expense in the current
reporting period. As required, the Partnership adopted FIN 48 effective April 1,
2007 and concluded that the effect is not material to its financial  statements.
Accordingly,  no cumulative effect adjustment  related to the adoption of FIN 48
was recorded.

Impact of New Accounting Pronouncements
---------------------------------------

In  September  2006,  the FASB  issued  SFAS No.  157 ("SFAS  157"),  Fair Value
Measurements,  which provides  enhanced guidance for using fair value to measure
assets and liabilities.  SFAS 157 also requires  expanded  information about the
extent to which the  Partnership  measures assets and liabilities at fair value,
the  information  used to  measure  fair  value,  and the  effect of fair  value
measurements on earnings.  The standard applies whenever other standards require
(or permit)  assets or  liabilities  to be measured at fair value.  The standard
does not  expand the use of fair value in any new  circumstances.  In 2009,  the
FASB issued FASB Staff Position 157-2 ("FAS FSP 157-2"),  Effective Date of FASB
Statement No. 157, which delays the effective date of SFAS 157 for  nonfinancial
assets and  nonfinancial  liabilities,  except for items that are  recognized or
disclosed at fair value in the  financial  statements  on a recurring  basis (at
least annually),  to fiscal years beginning after November 15, 2008, and interim

                                       39

<PAGE>

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

periods within those fiscal years. The Partnership does not anticipate either of
these pronouncements will have a material impact on the Partnership's  financial
statements.

In February  2007,  the FASB issued  SFAS No. 159 ("SFAS  159"),  The Fair Value
Option for Financial  Assets and Financial  Liabilities - Including an amendment
of FASB  Statement No. 115.  SFAS 159 permits the choice of measuring  financial
instruments  and certain  other items at fair value.  SFAS 159 is effective  for
financial  statements issued for fiscal years beginning after November 15, 2007.
The Partnership does not anticipate that this pronouncement will have a material
impact on the Partnership's financial statements.

In December 2007, the FASB issued  Statement of Financial  Accounting  Standards
("SFAS")  No.  141(R)  ("SFAS  141R"),  which  amends SFAS No. 141, and provides
revised guidance for recognizing and measuring  identifiable assets and goodwill
acquired,  liabilities assumed, and any noncontrolling interest in the acquiree.
SFAS 141R is effective for fiscal years beginning after December 15, 2008 and is
to be applied  prospectively.  SFAS 141R also requires changes to the accounting
for transaction  costs,  certain  contingent  assets and liabilities,  and other
balances in a business combination.  In addition, in partial acquisitions,  when
control is obtained,  the  acquiring  company must measure and record all of the
target's assets and  liabilities,  including  goodwill,  at fair value as if the
entire  target   company  had  been  acquired.   It  also  provides   disclosure
requirements to enable users of the financial  statements to evaluate the nature
and financial effects of the business combination.  The Partnership is currently
evaluating  the impacts and  disclosures  of this  pronouncement,  but would not
expect  SFAS  141R to have a  material  impact  on the  Partnership's  financial
statements.

On December 4, 2007,  the FASB issued SFAS No. 160 ("SFAS 160"),  Noncontrolling
Interests in Consolidated Financial Statements, an amendment of ARB No. 51. SFAS
160 replaces the concept of minority interest with  noncontrolling  interests in
subsidiaries.  Noncontrolling  interests  will now be reported as a component of
equity  in  the   consolidated   statement  of  financial   position.   Earnings
attributable to noncontrolling interests will continue to be reported as part of
consolidated  earnings;  however,  SFAS 160 requires that income attributable to
both  controlling and  noncontrolling  interests be presented  separately on the
face of the consolidated income statement.  In addition,  SFAS 160 provides that
when losses  attributable to noncontrolling  interests exceed the noncontrolling
interest's  basis,  losses  continue  to be  attributed  to  the  noncontrolling
interest as opposed to being  absorbed  by the  consolidating  entity.  SFAS 160
required  retroactive  adoption of the presentation and disclosure  requirements
for existing  minority  interests.  All other  requirements of SFAS 160 shall be
applied  prospectively.  SAS 160 is  effective  for the first  annual  reporting
period  beginning on or after December 15, 2008. The Partnership does not expect
SFAS 160 to have a material impact on the Partnership's financial statements.

In November  2008 the FASB  ratified  EITF No. 08-6,  Equity  Method  Investment
Accounting Considerations, which clarifies the accounting for how to account for
certain  transactions  and  impairment  considerations  involving  equity method
investments. This Issue shall be effective in fiscal years beginning on or after
December 15, 2008,  and interim  periods  within those fiscal years.  This Issue
shall be  applied  prospectively.  Earlier  application  by an  entity  that has
previously  adopted  an  alternative  accounting  policy is not  permitted.  The
transition  disclosures  in  paragraphs  17 and 18 of  Statement  154  shall  be
provided,  if applicable.  The Partnership does not expect this pronouncement to
have a material impact on the Partnership's financial statements.

In  December  2008,  the FASB  issue  FASB  Staff  Position  No.  FAS  140-4 and
FIN46(R)-8  (the "FSP"),  Disclosures  by Public  Entities  (Enterprises)  about
Transfers of Financial Assets and Interests in Variable  Interest  Entities.  It
amends SFAS 140 to require  public  entities to provide  additional  disclosures
about transferors'  continuing  involvements with transferred  financial assets.
The FSP is  effective  for public  companies  in their  first  reporting  period
(interim  or annual)  that ends after  December  15,  2008.  The FSP also amends
FIN46R to require public  enterprises,  including  sponsors that have a variable
interest in a variable interest entity, to provide additional  disclosures about
their  involvement  with  variable  interest  entities.  The FSP  also  requires
disclosures  by a  public  enterprise  that  is (a) a  sponsor  of a  qualifying
special-purpose  entity (SPE) that holds a variable  interest in the  qualifying
SPE but was not the transferor of financial assets to the qualifying SPE and (b)

                                       40

<PAGE>

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

a servicer of a qualifying SPE that holds a significant variable interest in the
qualifying SPE but was not the transferor of financial  assets to the qualifying
SPE. The  Partnership  does not expect the FSP to have a material  impact on the
Partnership's financial statements.

In April 2009, the FASB issued FSP 107-1 and APB 28-1 "Interim Disclosures about
Fair Value of  Financial  Instruments."  The FSP requires  disclosure  about the
method and significant assumptions used to establish the fair value of financial
instruments for interim reporting periods as well as annual statements.  The FSP
is  effective  for the  Partnership  as of June 30, 2009 and will not impact the
Partnership's financial condition or results of operations.

In May 2009,  the FASB issued SFAS No. 165,  "Subsequent  Events." This standard
incorporates  into  authoritative  accounting  literature  certain guidance that
already  existed  within  generally  accepted  auditing   standards,   with  the
requirements   concerning   recognition  and  disclosure  of  subsequent  events
remaining  essentially  unchanged.  This guidance  addresses  events which occur
after the balance  sheet date but before the issuance of  financial  statements.
Under SFAS No.165, as under previous practice, an entity must record the effects
of subsequent  events that provide evidence about conditions that existed at the
balance  sheet date and must  disclose but not record the effects of  subsequent
events which provide evidence about conditions that did not exist at the balance
sheet date. This standard added an additional  required  disclosure  relative to
the date through which subsequent events have been evaluated and whether that is
the date on  which  the  financial  statements  were  issued.  SFAS  No.  165 is
effective for periods  ending after June 15, 2009.  The adoption of SFAS No. 165
is not  expected  to  have a  material  impact  on the  Partnership's  financial
condition or results of operations.

Revenue Recognition
-------------------

The  Partnership  is entitled to receive  reporting  fees from the Local Limited
Partnerships.  The  intent  of  the  reporting  fees  is  to  offset  (in  part)
administrative costs incurred by the Partnership in corresponding with the Local
Limited  Partnerships.  Due to the  uncertainty of the collection of these fees,
the Partnership recognizes reporting fees as collections are made.

Amortization
------------

Acquisition  fees  and  costs  are  being  amortized  over 30  years  using  the
straight-line  method.  Amortization  expense  for the year ended March 31 2008,
2007  and  2006  was  $12,287,  $16,200  and  $21,436,  respectively.  Estimated
amortization for the ensuing years through March 31, 2012 is $12,287 annually.

Impairment
----------

A loss in value of an  investment in a Local  Limited  Partnership  other than a
temporary  decline is recorded as an impairment loss.  Impairment is measured by
comparing the Partnership's  carrying amount in the investment to the sum of the
total amount of the remaining future Low Income Housing Tax Credits estimated to
be  allocated  to the  Partnership  and  the  estimated  residual  value  to the
Partnership.  For the years  ended  March 31,  2008,  2007 and 2006,  impairment
expense  related to  investments  in Local  Limited  Partnerships  was $559,408,
$2,336,855 and $1,058,869, respectively.

When the value of the  Partnership's  investment in a Local Limited  Partnership
has  been  reduced  to zero,  the  respective  net  acquisition  fees and  costs
component of investments in Local Limited Partnerships are impaired. For each of
the years ended March 31, 2008,  2007 and 2006, the  acquisition  fees and costs
written off totaled $104,054, $41,333 and $166,239, respectively.

                                       41

<PAGE>

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

As of March  31,  2008 and  2007,  the  Partnership  owned  Limited  Partnership
interests  in 16 Local  Limited  Partnerships,  each of which  owns one  Housing
Complex, consisting of an aggregate of 744 apartment units. The respective Local
General  Partners  of the  Local  Limited  Partnerships  manage  the  day-to-day
operations  of the entities.  Significant  Local  Limited  Partnership  business
decisions require approval from the Partnership.  The Partnership,  as a limited
partner,  is  generally  entitled  to 99%,  as  specified  in the Local  Limited
Partnership agreements,  of the operating profits and losses, taxable income and
losses and Low Income  Housing  Tax Credits of the Local  Limited  Partnerships,
except for one of the  investments  for which the  Partnership  is  entitled  to
49.49% of such amount.

The  Partnership's  Investments  in Local Limited  Partnerships  as shown in the
balance sheets at March 31, 2008 and 2007, are  approximately  $(3,272,000)  and
$92,000  respectively  greater than (less than) the Partnership's  equity at the
preceding  December  31 as shown in the  Local  Limited  Partnerships'  combined
condensed financial statements presented below. This difference is primarily due
to  acquisition,  selection,  and other costs related to the  acquisition of the
investments which have been capitalized in the Partnership's investment account,
impairment losses recorded in the Partnership's  investment  account and capital
contributions  payable  to the Local  Limited  Partnerships  which  were  netted
against partner capital in the Local Limited Partnership's financial statements.
The Partnership's  equity in losses of Local Limited  Partnerships is also lower
than  the  Partnership's  equity  as shown in the  Local  Limited  Partnership's
combined condensed financial  statements due to the estimated losses recorded by
the Partnership for the three month period ended March 31.

A loss in value from a Local Limited  Partnership other than a temporary decline
would be recorded as an impairment loss. Impairment is measured by comparing the
investment's  carrying  amount to the sum of the total  amount of the  remaining
future  Low  Income  Housing  Tax  Credits  estimated  to be  allocated  to  the
Partnership and the estimated residual value to the Partnership. A loss in value
other than a temporary  decline is recorded as an impairment loss. For the years
ended March 31, 2008,  2007 and 2006  impairment  loss related to investments in
Local  Limited   Partnerships   were  $559,408,   $2,336,855   and   $1,058,869,
respectively.

At March 31 2008, the investment accounts in certain Local Limited  Partnerships
have  reached  a zero  balance.  Consequently,  a portion  of the  Partnership's
estimate of its share of losses for the years ended March 31 2008, 2007 and 2006
amounting to approximately $482,000, $301,000 and $1,247,000, respectively, have
not been recognized. As of March 31, 2008, the aggregate share of net losses not
recognized by the Partnership amounted to $1,583,000.

The following is a summary of the equity method  activity of the  investments in
the Local Limited Partnerships for the periods presented:
<TABLE>
<CAPTION>

                                                                     For The Years Ended
                                                                          March 31,
                                                    -------------------------------------------------------

                                                        2008                2007                 2006
                                                    -------------       --------------       --------------
                                                   <S>                 <C>                  <C>

Investments per balance sheet, beginning
   of period                                        $  1,912,366        $   2,735,652        $   4,284,480
Impairment loss                                         (559,408)          (2,336,855)          (1,058,869)
Equity in income (losses) of Local Limited
   Partnerships                                         (208,618)           1,545,903             (455,938)
Amortization of paid acquisition fees and
   costs                                                 (12,287)             (16,200)             (21,436)
Distributions received from Local Limited
   Partnerships                                          (11,950)             (16,134)             (12,585)
                                                    -------------       --------------       --------------

Investment per balance sheet, end of period         $  1,120,103        $   1,912,366        $   2,735,652
                                                    =============       ==============       ==============
</TABLE>
                                       42

<PAGE>

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued
-------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                                 For the Years
                                                                                Ended March 31,
                                                              ----------------------------------------------------

                                                                   2008               2007              2006
                                                              ---------------    ---------------    --------------
                                                             <S>                <C>                <C>

Investments in Local Limited Partnerships, net                $      946,704     $    1,622,624     $   2,388,378
Acquisition fees and costs, net of accumulated
  amortization of $1,147,894, $1,031,553 and $974,021                173,399            289,742           347,274
                                                              ---------------    ---------------    --------------
Investments per balance sheet, end of period                  $    1,120,103     $    1,912,366     $   2,735,652
                                                              ===============    ===============    ==============
</TABLE>

The financial  information from the individual financial statements of the Local
Limited Partnerships include rental and interest subsidies. Rental subsidies are
included in total  revenues  and  interest  subsidies  are  generally  netted in
interest expense.  Approximate combined condensed financial information from the
individual financial statements of the Local Limited Partnerships as of December
31 and for the years then ended is as follows:
<TABLE>
<CAPTION>

                                                   COMBINED CONDENSED BALANCE SHEETS
                                                         2007                   2006
                                                  --------------------   --------------------
                                                 <S>                    <C>

ASSETS
Buildings and improvements (net of
   accumulated depreciation for 2007 and 2006
   of $14,019,000  and $16,300,000,
   respectively)                                  $        24,735,000    $        31,409,000
Land                                                        2,307,000              2,903,000
Other assets                                                2,719,000              3,215,000
                                                  --------------------   --------------------
   Total assets                                   $        29,761,000    $        37,527,000
                                                  ====================   ====================

LIABILITIES
Mortgage and construction loans payable           $        17,800,000    $        26,953,000
Due to affiliates                                           3,264,000              3,884,000
Other liabilities                                             986,000              1,775,000
                                                  --------------------   --------------------

   Total liabilities                                       22,050,000             32,612,000
                                                  --------------------   --------------------

PARTNERS' CAPITAL
WNC Housing Tax Credit Fund V, L.P.,
   Series 3                                                 4,392,000              1,820,000
Other partners                                              3,319,000              3,095,000
                                                  --------------------   --------------------
   Total partners' equity                                   7,711,000              4,915,000
                                                  --------------------   --------------------
     Total liabilities and partners' equity       $        29,761,000    $        37,527,000
                                                  ====================   ====================
</TABLE>

                                       43

<PAGE>

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued
-------------------------------------------------------------
<TABLE>
<CAPTION>

                                              COMBINED CONDENSED STATEMENTS OF OPERATIONS

                                                       2007             2006             2005
                                                   -------------    -------------   ---------------
                                                  <S>              <C>             <C>

Revenues                                           $  5,417,000     $  8,249,000    $    5,317,000
                                                   -------------    -------------   ---------------

Expenses:
    Operating expenses                                3,826,000        4,414,000         5,141,000
    Interest expense                                    797,000          767,000         1,159,000
    Depreciation and amortization                     1,263,000        1,715,000         1,526,000
                                                   -------------    -------------   ---------------

      Total expenses                                  5,886,000        6,896,000         7,826,000
                                                   -------------    -------------   ---------------

Net income (loss)                                  $   (469,000)    $  1,353,000    $   (2,509,000)
                                                   =============    =============   ===============

Net income (loss) allocable to the Partnership     $   (481,000)    $  1,316,000    $    (2,477,000)
                                                   =============    =============   ===============

Net income (loss) recorded by the Partnership      $   (209,000)    $  1,546,000    $     (456,000)
                                                   =============    =============   ===============
</TABLE>

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

Troubled Housing Complexes
--------------------------

The Partnership has a 99% limited partnership  investment in Cascade Pines, L.P.
II ("Cascade").  Cascade was a defendant in a wrongful death lawsuit and related
injury  lawsuit.  Cascade  carries  general  liability  and  extended  liability
insurance.  The  wrongful  death claim and related  injury  lawsuit was settled,
released and  dismissed.  Liability  insurance  covered the  settlement.  Due to
continued operating deficits,  an associate of WNC, Shelter Resource Corporation
(SRC)  became  the  managing  general  partner  of  Cascade  in  November  2003.
Operations  improved until late 2004 when the Atlanta Housing  Authority  ceased
all rental  assistance  contracts  with  Cascade  thereby  causing  irreversible
operating problems. In January 2005 Cascade filed for and was granted bankruptcy
protection.  In January 2007 Cascade  successfully sold the apartment  community
with the approval of the bankruptcy  court. The property was sold to an investor
that was going to rent the  affordable  apartment  units to market rate  tenants
thereby  creating  an event of  recapture  for the  Partnership  as the  limited
partner of Cascade.

One Local Limited  Partnership,  Patten Towers L.P. II ("Patten Towers"),  had a
less-than-satisfactory  score from HUD on the 2006 and 2007 property inspection.
HUD  currently  has the  authority to revoke their  housing  assistance  program
("HAP") with Patten  Towers and thereby  suspend all rental  assistance  for the
tenants of Patten  Towers.  If HUD were to revoke the HAP contract  then most of
the  current  tenants  would be unable to make  their  rental  payments  thereby
denying  Patten  Towers with the necessary  monthly  revenue it needs to pay all
costs and expenses.  Patten Towers  requested and received  approval from HUD to
participate in a follow-up inspection.  As of January 2009, HUD re-inspected the
property  and Patten  Towers  received  an  acceptable  score  from HUD  thereby
allowing  the  property  to continue to  participate  in the housing  assistance
program. Patten Towers is currently listed for  sale  with a  national brokerage

                                       44

<PAGE>

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

firm. Any sale transaction  contemplated will require that the property maintain
compliance with the Section 42 tax credit provisions, thereby avoiding recapture
of any previously claimed tax credits.

The Partnership has a 99% limited partnership investment in Heritage Apartments,
L.P.  ("Heritage").  Heritage is a defendant in several  wrongful death lawsuits
and related injury  lawsuits.  Heritage  carries general  liability and extended
liability insurance. The management of Heritage has confirmed that the insurance
company is paying the  remaining six claims which range from $500 - $2,000 each.
If for any reason Heritage is unsuccessful in its defense and the insurer denies
coverage or the insurance coverage proves to be inadequate,  the Partnership may
be required to sell its  investment  or may  otherwise  lose its  investment  in
Heritage,  which was $0 and $117,280, at March 31, 2008 and 2007,  respectively.
Loss of the Heritage  investment  could result in the cessation and recapture of
tax credits and certain prior tax deductions.

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

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

     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 Local Limited  Partnerships.  At the end of all periods
     presented the Partnership  incurred total  acquisition  fees of $1,200,785,
     which have been  included in  investments  in Local  Limited  Partnerships.
     Accumulated  amortization of these  capitalized  costs was $1,027,384,  and
     $911,043 as of March 31, 2008 and 2007,  respectively,  and  $104,054,  and
     $41,333 of the related  expense was  reflected as equity in losses of Local
     Limited  Partnerships  during  the  years  ended  March  31 2008  and  2007
     respectively,  to reduce the  respective net  acquisition  fee component of
     investments in Local Limited  Partnerships  to zero for those Local Limited
     Partnerships which would otherwise be below a zero balance.

     Reimbursement  of  costs  incurred  by  of  the  General  Partner  or by an
     affiliate of Associates in connection with the acquisition of Local Limited
     Partnerships.  These  reimbursements  have  not  exceeded  1% of the  gross
     proceeds.  At the end of all periods  presented,  the Partnership  incurred
     acquisition  costs of $120,510,  which have been included in Investments in
     Local Limited Partnerships.  Accumulated  amortization was $120,510 for all
     periods presented.


     An annual asset  management  fee equal to the greater  amount of (i) $2,000
     for each Housing complex, or (ii) 0.275% of gross proceeds. In either case,
     the fee will be  decreased or  increased  annually  based on changes to the
     Consumer Price Index.  However,  in no event will the maximum amount exceed
     0.2% of the invested  assets of the Local Limited  Partnerships,  including
     the  Partnership's  allocable  share of the mortgages.  Management  fees of
     $49,500 was incurred during each of the years ended March 31 2008, 2007 and
     2006, of which $0 was paid for all three years presented.

     A subordinated  disposition  fee in an amount equal to 1% of the sale price
     may be received in  connection  with the sale or  disposition  of a Housing
     Complex  or Local  Limited  Partnership  interest.  Payment  of this fee is
     subordinated to the Limited  Partners  receiving a preferred  return of 14%
     through December 31, 2006 and 6 % thereafter (as defined in the Partnership
     Agreement)  and is payable  only if the General  Partner or its  affiliates
     render  services  in the sales  effort.  No such fee was  incurred  for all
     periods presented.

                                       45

<PAGE>

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

     The  Partnership  reimbursed  the  General  Partner or its  affiliates  for
     operating  expenses incurred by the Partnership and paid for by the General
     Partner or its affiliates on behalf of the Partnership.  Operating  expense
     reimbursements  were $0 during each of the years ended March 31, 2008, 2007
     and 2006, respectively.

The accrued fees and expenses due to the General Partner and affiliates  consist
of the following at:
<TABLE>
<CAPTION>

                                                                  March 31,
                                                         -----------------------------
                                                             2008            2007
                                                         -------------   -------------
                                                        <S>             <C>

          Asset management fee payable                   $    373,625    $    324,125
          Expenses paid by the General Partner or an
            affiliate on behalf of the Partnership            176,045         162,503
          Advances made to the Partnership from the
            General Partner or affiliates                   1,231,650       1,251,650
                                                         -------------   -------------

               Total                                     $  1,781,320    $  1,738,278
                                                         =============   =============
</TABLE>

The  Partnership   currently  has  insufficient  working  capital  to  fund  its
operations.  Associates has agreed to provide advances sufficient enough to fund
the operations  and working  capital  requirements  of the  Partnership  through
November 30, 2010.

NOTE 4 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
----------------------------------------------------

The following is a summary of the quarterly operations for the years ended March
31:
<TABLE>
<CAPTION>

               2008                        June 30           September 30       December 31           March 31
           -----------                 ---------------     ---------------    ---------------     ---------------
                                       <S>                 <C>                <C>                 <C>

Income                                  $            -      $       33,000     $       12,000      $            -

Operating expenses                            (553,000)            (26,000)           (19,000)            (38,000)

Income (loss) from operations                 (553,000)              7,000             (7,000)            (38,000)

Equity in losses of Local Limited
  Partnerships                                 (34,000)            (26,000)           (26,000)           (123,000)

Net loss                                      (587,000)            (18,000)           (33,000)           (161,000)

Net loss available to Limited
  Partners                                    (581,000)            (18,000)           (33,000)           (159,000)

Net loss per Partnership Unit                      (32)                 (1)                (2)                 (9)
</TABLE>

                                       46

<PAGE>

NOTE 4 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED), continued
---------------------------------------------------------------

<TABLE>
<CAPTION>

               2007                        June 30           September 30       December 31           March 31
            ---------                  ---------------     ---------------    ---------------     ---------------
                                       <S>                 <C>                <C>                 <C>

Income                                  $        1,000      $       20,000     $           -       $        2,000

Operating expenses                          (1,641,000)           (783,000)          (719,000)           (605,000)

Loss from operations                        (1,640,000)           (763,000)          (719,000)           (603,000)

Equity in income (losses) of
  Local Limited Partnerships                   541,000             541,000            541,000             (77,000)

Net loss                                    (1,099,000)           (222,000)          (178,000)           (680,000)

Net loss available to Limited
  Partners                                  (1,088,000)           (220,000)          (176,000)           (673,000)

Net loss per Partnership Unit                      (60)                (12)               (10)                (37)



               2006                        June 30           September 30       December 31           March 31
             ---------                 ---------------     ---------------    ---------------     ---------------

Income                                  $        2,000      $        1,000     $        2,000      $        1,000

Operating expenses                          (1,095,000)            (26,000)          (288,000)           (570,000)

Loss from operations                        (1,093,000)            (25,000)          (286,000)           (569,000)

Equity in income (losses) of
  Local Limited Partnerships                  (158,000)           (123,000)          (232,000)             57,000

Net loss                                    (1,251,000)           (148,000)          (518,000)           (512,000)

Net loss available to Limited
  Partners                                  (1,239,000)           (147,000)          (513,000)           (506,000)

Net loss per Partnership Unit                      (69)                 (8)               (29)                (28)
</TABLE>

NOTE 5 - ADVANCES TO LOCAL LIMITED PARTNERSHIPS
-----------------------------------------------

As of March 31, 2008 and 2007, the Partnership in total had advanced  $1,449,417
to five Local Limited Partnerships, Hasting Apartments I, Alliance Apartments I,
Patten  Towers  L.  P.  II,  Broadway  Apartments,  L.P.  and  Raymond  S.  King
Apartments,  L.P.  All  advances  were  reserved  in full in the year  they were
advanced.

                                       47
<PAGE>

NOTE 6 - CAPITAL CONTRIBUTION BY GENERAL PARTNER
------------------------------------------------

Cumulative  advances to one Local Limited  Partnership,  Cascade Pines, L.P., II
("Cascade  Pines")  totaled  $1,155,728 at March 31, 2007.  In prior years,  the
Partnership  had received cash advances from the General  Partner or affiliates,
which  were in turn  advanced  to  Cascade  Pines to aid the  property  with its
operational  issues. When Cascade Pines was sold during the year ended March 31,
2007,  there were no net cash  proceeds and  therefore  the  advances  that were
previously  made by the General Partner to the  Partnership  were forgiven.  The
cancellation  of that debt is considered a capital  contribution  by the General
Partner to the  Partnership  and as such it is  reflected  in the  statement  of
partners' equity (deficit) in the Partnership's financial statements.

NOTE 7 - SUBSEQUENT EVENTS
--------------------------

During the nine months ended December 31, 2008, the  Partnership  had $39,030 in
expenses paid by the General  Partner or  affiliates on its behalf.  The General
Partner  forgave the debt as it was deemed  uncollectible.  The  cancellation of
that debt is  considered a capital  contribution  by the General  Partner to the
Partnership  and as such it is  reflected in the  statement of partners'  equity
(deficit)  in  the  Partnership's   financial  statements.   Additionally,   the
Partnership  was  relieved  of  debt  owed  to  the  General  Partner   totaling
$1,432,824. The Partnership had received cash advances from the General Partner,
which  were in  turn  advanced  by the  Partnership  to  certain  Local  Limited
Partnerships to help aid the Local Limited  Partnerships  with their operational
issues. The advances were deemed to be uncollectible by the General Partner, and
as such,  the debt was forgiven.  The  cancellation  of debt was recorded by the
Partnership as a capital contribution from the General Partner.

                                       48

<PAGE>

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

NONE

Item 9A. Controls and Procedures

(a)      Disclosure controls and procedures
         -----------------------------------

          As of the end of the period covered by this report,  the Partnership's
          General Partner,  under the supervision and with the  participation of
          the Chief Executive Officer and Chief Financial Officer of Associates,
          carried out an evaluation of the  effectiveness  of the  Partnership's
          "disclosure controls and procedures" as defined in Securities Exchange
          Act of 1934 Rule  13a-15 and  15d-15.  Based on that  evaluation,  the
          Chief  Executive  Officer and Chief  Financial  Officer have concluded
          that,  as of  the  end of the  period  covered  by  this  report,  the
          Partnership's disclosure controls and procedures were not effective to
          ensure  that  material  information  required to be  disclosed  in the
          Partnership's periodic report filings with SEC is recorded, processed,
          summarized and reported within the time period  specified by the SEC's
          rules  and  forms,  consistent  with  the  definition  of  "disclosure
          controls and procedures" under the Securities Exchange Act of 1934.

          The Partnership must rely on the Local Limited Partnerships to provide
          the  Partnership  with  certain  information  necessary  to the timely
          filing  of  the  Partnership's   periodic  reports.   Factors  in  the
          accounting at the Local Limited Partnerships have caused delays in the
          provision  of such  information  during past  reporting  periods,  and
          resulted in the  Partnership's  inability to file its periodic reports
          in a timely manner.

          Once the Partnership has received the necessary  information  from the
          Local Limited Partnerships,  the Chief Executive Officer and the Chief
          Financial Officer of Associates believe that the material  information
          required to be disclosed in the Partnership's  periodic report filings
          with SEC is effectively recorded, processed,  summarized and reported,
          albeit not in a timely manner. Going forward, the Partnership will use
          the means reasonably within its power to impose procedures designed to
          obtain from the Local Limited  Partnerships the information  necessary
          to the timely filing of the Partnership's periodic reports.

(b)      Management's annual report on internal control over financial reporting
         -----------------------------------------------------------------------

          The  management of  Associates is  responsible  for  establishing  and
          maintaining  for  the  Partnership   adequate  internal  control  over
          financial reporting as that term is defined in Securities Exchange Act
          Rule 13a-15(f),  and for performing an assessment of the effectiveness
          of internal control over financial reporting as of March 31 2008, 2007
          or  2006.  The  internal  control  process  of  Associates,  as  it is
          applicable  to the  Partnership,  was  designed to provide  reasonable
          assurance  to   Associates   regarding   the   preparation   and  fair
          presentation  of published  financial  statements,  and includes those
          policies and procedures that:

               (1)  Pertain to the  maintenance  of records  that in  reasonable
                    detail  accurately and fairly reflect the  transactions  and
                    dispositions of the assets of the Partnership;
               (2)  Provide reasonable  assurance that transactions are recorded
                    as necessary to permit  preparation of financial  statements
                    in accordance with generally accepted accounting  principles
                    in the United States,  and that the  Partnership's  receipts
                    and  expenditures  are being  made only in  accordance  with
                    authorization of the management of Associates; and
               (3)  Provide reasonable  assurance regarding prevention or timely
                    detection of unauthorized acquisition, use or disposition of
                    the  Partnership's  assets that could have a material effect
                    on the financial statements.

          All internal  control  processes,  no matter how well  designed,  have
          inherent limitations. Therefore, even those processes determined to be
          effective can provide only  reasonable  assurance  with respect to the
          reliability  of  financial  statement  preparation  and  presentation.
          Further,  projections  of any  evaluation of  effectiveness  to future
          periods are subject to the risk that  controls  may become  inadequate
          because of changes in conditions or that the degree of compliance with
          the policies or procedures may deteriorate.

                                       49

<PAGE>

          Management of Associates  assessed the  effectiveness  of its internal
          control  over  financial  reporting,   as  it  is  applicable  to  the
          Partnership,  as of the end of the  Partnership's  most recent  fiscal
          year.  In making this  assessment,  it used the  criteria set forth in
          Internal  Control - Integrated  Framework  issued by the  Committee of
          Sponsoring  Organizations of the Treadway Commission (COSO).  Based on
          its  assessment,  management of  Associates  concluded  that,  for the
          reasons set forth above under  "Disclosure  controls and  procedures",
          the internal control over financial reporting,  as it is applicable to
          the  Partnership,  was not effective as of March 31 2008.  This annual
          report does not  include an  attestation  report of the  Partnership's
          independent  registered  public  accounting  firm  regarding  internal
          control over financial reporting.  Management's report was not subject
          to  attestation by the  Partnership's  independent  registered  public
          accounting  firm  pursuant to temporary  rules of the  Securities  and
          Exchange  Commission  that  permit the  Partnership  to  provide  only
          management's report in this annual report.

          For  purposes  of the  Securities  Exchange  Act  of  1934,  the  term
          "material weakness" is a deficiency, or a combination of deficiencies,
          in a reporting  company's  internal  control over financial  reporting
          such  that  there  is  a  reasonable   possibility   that  a  material
          misstatement of the company's annual or interim  financial  statements
          will not be prevented or detected on a timely  basis.  For the reasons
          discussed  above in this Item 9A,  sub-section  (a) under the  caption
          "Disclosure  Controls  and  Procedures,"  the  Partnership's  internal
          control over financial  reporting has not been effective in permitting
          timely   reporting  of  the   Partnership's   financial   information.
          Accordingly, the management of Associates believes that this inability
          to generate  timely  reports  constitutes  a material  weakness in its
          internal control over financial reporting.

(c)      Changes in internal controls
         ----------------------------

          There were no  changes  in the  Partnership's  internal  control  over
          financial  reporting  that  occurred  during the period ended March 31
          2008, that materially affected, or are reasonably likely to materially
          affect, the Partnership's internal control over financial reporting.

Item 9B. Other Information

NONE

PART III.

Item 10. Directors and Executive Officers of the Registrant

(a)  Identification of Directors,  (b) Identification of Executive Officers, (c)
     ---------------------------------------------------------------------------
     Identification of Certain Significant Employees,  (d) Family Relationships,
     ---------------------------------------------------------------------------
     and (e) Business Experience
     ---------------------------

Neither  the  General  Partner  nor the  Partnership  has  directors,  executive
officers or employees of its own. The business of the  Partnership  is conducted
primarily through Associates.  Associates is a California  corporation which was
organized in 1971. The following  biographical  information is presented for the
officers and  employees of  Associates  with  principal  responsibility  for the
Partnership's affairs.

Wilfred N. Cooper, Sr.         Chairman
Wilfred N. Cooper, Jr.         President and Chief Executive Officer
David N. Shafer, Esq.          Executive Vice President
Michael J. Gaber               Executive Vice President
Sylvester P. Garban            Senior Vice President - Institutional Investments
Thomas J. Riha, CPA            Senior Vice President - Asset Management
Thomas J. Hollingsworth        Vice President - Asset Management
Gregory S. Hand                Vice President - Acquisitions
Melanie R. Wenk                Vice President - Chief Financial Officer
Kay L. Cooper                  Director of WNC & Associates, Inc.
Jennifer E. Cooper             Director of WNC & Associates, Inc.

In addition to Wilfred N. Cooper,  Sr., the directors of Associates  are Wilfred
N. Cooper,  Jr., Kay L. Cooper, and Jennifer Cooper. The principal  shareholders
of Associates are trusts established by the Coopers.

                                       50

<PAGE>

Wilfred N.  Cooper,  Sr.,  age 78, is the founder  and  Chairman of the Board of
Directors of Associates,  a Director of WNC Capital  Corporation,  and a general
partner in some of the  partnerships  previously  sponsored by  Associates.  Mr.
Cooper has been actively involved in the affordable housing industry since 1968.
Previously,  during 1970 and 1971,  he was  founder and a principal  of Creative
Equity  Development  Corporation,  a predecessor of Associates,  and of Creative
Equity Corporation, a real estate investment firm. For 12 years before that, Mr.
Cooper was employed by Rockwell International  Corporation,  last serving as its
manager  of  housing  and urban  developments  where he had  responsibility  for
factory-built  housing  evaluation and project  management in urban planning and
development.  He has testified before committees of the U.S. Senate and the U.S.
House  of  Representatives  on  matters  pertaining  to the  affordable  housing
industry.  Mr.  Cooper is a Life  Director of the National  Association  of Home
Builders,  a National Trustee for NAHB's Political Action Committee,  and a past
Chairman of NAHB's  Multifamily  Council.  He is a Life  Trustee of the National
Housing  Conference,  and a  founder  and  Director  of the  California  Housing
Consortium. He is the husband of Kay Cooper and the father of Wilfred N. Cooper,
Jr. Mr.  Cooper  graduated  from Pomona  College in 1956 with a Bachelor of Arts
degree.

Wilfred  N.  Cooper,  Jr.,  age  45,  is  President,  Chief  Executive  Officer,
Secretary,  a Director and a member of the Acquisition  Committee of Associates.
He is President and a Director of, and a registered  principal with, WNC Capital
Corporation.  He has been  involved in real estate  investment  and  acquisition
activities  since  1988 when he joined  Associates.  Previously,  he served as a
Government  Affairs  Assistant with Honda North America in Washington,  D.C. Mr.
Cooper serves on the Board of Trustees of the National Housing  Conference,  and
is a member of the Editorial  Advisory Board of LIHTC Monthly Report, a Steering
Member of the Housing Credit Group of the National Association of Home Builders,
a  member  of the  Tax  Policy  Council  for the  National  Trust  for  Historic
Preservation,  a member of the Advisory Board of the New York State  Association
for Affordable  Housing,  a member of the Urban Land Institute,  a member of the
Orange County Advisory Board of US Bank, and a member of Vistage  International,
a global  network of  business  leaders and chief  executives.  He is the son of
Wilfred  Cooper,  Sr. and Kay Cooper.  Mr.  Cooper  graduated  from The American
University in 1985 with a Bachelor of Arts degree.

David N.  Shafer,  age 56,  is an  Executive  Vice  President,  a member  of the
Acquisition Committee of, and oversees the New Markets Tax Credit operations of,
Associates,  and is responsible for the business  development  activities of WNC
Community  Preservation  Partners. Mr. Shafer has been active in the real estate
industry  since 1984.  Before  joining  Associates in 1990, he was engaged as an
attorney  in the private  practice  of law with a  specialty  in real estate and
taxation.  Mr. Shafer is a Director and past President of the California Council
of Affordable Housing,  and a member of the State Bar of California.  Mr. Shafer
graduated  from the  University  of  California  at Santa Barbara in 1978 with a
Bachelor of Arts degree, from the New England School of Law in 1983 with a Juris
Doctor  degree  cum  laude and from the  University  of San Diego in 1986 with a
Master of Law degree in Taxation.

Michael  J.  Gaber,  age  42,  is an  Executive  Vice  President,  oversees  the
Originations,  and  the  Acquisitions  Departments,  and  is  a  member  of  the
Acquisition Committee of Associates.  Mr. Gaber has been involved in real estate
acquisition,  valuation  and  investment  activities  since  1989  and has  been
associated  with  Associates  since 1997.  Prior to joining  Associates,  he was
involved in the valuation and  classification of major assets,  restructuring of
debt and analysis of real estate taxes with H.F.  Ahmanson & Company,  parent of
Home  Savings  of  America.  Mr.  Gaber  graduated  from  the  California  State
University,  Fullerton  in 1991 with a Bachelor  of Science  degree in  Business
Administration - Finance.

Sylvester  P.  Garban,   age  62,  is  Senior  Vice  President  -  Institutional
Investments  of  Associates   and  a  registered   principal  with  WNC  Capital
Corporation.  Mr.  Garban  has  been  involved  in  domestic  and  multinational
institutional  real estate  investment  activities  since 1978.  Before  joining
Associates  in 1989, he served as Executive  Vice  President  with MRW,  Inc., a
commercial  real estate  development  and  management  firm.  He was  previously
involved in operations  management with The Taubman  Company,  an  international
regional mall developer.  Mr. Garban is a member of the National  Association of
Affordable Housing Lenders and the Financial Planning Association.  He graduated
from  Michigan  State  University  in 1967 with a Bachelor of Science  degree in
Business Administration.

Thomas J. Riha, age 54, is Senior Vice President - Asset Management and a member
of the Acquisition  Committee and the Commercial Real Estate Group of Associates
and Vice President, Treasurer and a Director of WNC Management, Inc. He has been
involved in real estate acquisition and investment activities since 1979. Before
joining  Associates in 1994,  Mr. Riha was employed by Trust Realty  Advisor,  a

                                       51

<PAGE>

real estate acquisition and management company, last serving as Vice President -
Operations. He is a founding member of the Housing Credit Certified Professional
Board of Governors,  a national professional  certification program administered
by the NAHB and the National Affordable Housing Management Association. Mr. Riha
graduated  from  the  California  State  University,  Fullerton  in 1977  with a
Bachelor  of  Arts  degree  cum  laude  in   Business   Administration   with  a
concentration in Accounting and is a Certified Public Accountant and a member of
the American Institute of Certified Public Accountants.

Thomas  J.  Hollingsworth,  age 58,  is Vice  President  - Asset  Management  of
Associates and oversees WNC's asset management group. Mr. Hollingsworth has been
involved in real estate acquisitions,  operations and syndication of multifamily
properties  for over 25 years.  Prior to joining WNC in 2005,  he was the senior
workout specialist at Key Corporation  Housing  Management,  Inc., a division of
Key Bank. He has also been  responsible  for  structuring  several tax sheltered
multifamily acquisitions during his career. Mr. Hollingsworth graduated from the
University  of Utah in 1973 with a Bachelor  of Science  degree  (cum  laude) in
Business Administration.

Gregory S. Hand, age 45, is Vice  President - Acquisitions  of, and oversees the
property underwriting  activities of, Associates.  Mr. Hand has been involved in
real estate  analysis,  development  and  management  since  1987.  Prior to the
Partnership  is  obligated  to the General  Partners or its  affiliates  for the
following  fees:  joining WNC in 1998,  he was a portfolio  asset manager with a
national  Tax Credit  sponsor with  responsibility  for the  management  of $200
million in assets. Prior to that, he was a finance manager with The Koll Company
and a financial  analyst with The Irvine  Company.  Mr. Hand graduated from Iowa
State  University in 1987 with a Bachelor of Business  Administration  degree in
finance.

Melanie R.  Wenk,  CPA,  age 41, is Vice  President-Chief  Financial  Officer of
Associates.  She is  responsible  for overseeing  institutional  and retail fund
portfolio management, including partnership accounting, SEC reporting, quarterly
and annual investor reporting,  monitoring investment returns for all stabilized
WNC institutional funds, and corporate accounting. Prior to joining WNC in 2003,
Ms. Wenk was  associated  as a public  accountant  with BDO  Seidman,  LLP.  She
graduated from the California Polytechnic State University, Pomona, in 1999 with
a Bachelor of Science degree in accounting.

Kay L.  Cooper,  age 72, is a Director  of WNC &  Associates,  Inc.  and has not
otherwise  been engaged in business  activities  during the previous five years.
Kay Cooper was the sole proprietor of Agate 108, a manufacturer  and retailer of
home  accessory  products  from 1975 until its sale in 1998.  She is the wife of
Wilfred Cooper,  Sr. and the mother of Wilfred Cooper,  Jr. Ms. Cooper graduated
from the  University  of Southern  California in 1958 with a Bachelor of Science
degree.

Jennifer E. Cooper, age 46, is a Director of WNC & Associates,  Inc. and has not
otherwise  been engaged in business  activities  during the previous five years.
She is the wife of Wilfred Cooper, Jr. and attended the University of Texas from
1981 to 1986.

(f)  Involvement in Certain Legal Proceedings
     ----------------------------------------

      None.

(g)  Promoters and Control Persons
     -----------------------------

      Inapplicable.

(h)  Audit  Committee  Financial  Expert,  and (i)  Identification  of the audit
     ---------------------------------------------------------------------------
     Committee
     ---------

      Neither the Partnership nor Associates has an audit committee.

(j)  Changes to Nominating Procedures
     --------------------------------

      Inapplicable.

(k)  Compliance With Section 16(a) of the Exchange Act
     -------------------------------------------------

         None.

(l)  Code of Ethics
     --------------

     Associates  has  adopted  a Code  of  Ethics  which  applies  to the  Chief
     Executive  Officer and Chief Financial  Officer of Associates.  The Code of
     Ethics will be provided  without charge to any person who requests it. Such
     requests  should  be  directed  to:  Investor  Relations  at  (714)662-5565
     extension 187.

Item 11.  Executive Compensation

     The General  Partner and its affiliates are not permitted under Section 5.6
     of the  Partnership's  Agreement of Limited  Partnership (the  "Agreement,"
     incorporated  as Exhibit 3.1 to this  report) to receive any salary,  fees,
     profits,  distributions  or allocations  from the  Partnership or any Local
     Limited  Partnership in which the  Partnership  invests except as expressly
     allowed by the Agreement.  The compensation and other economic  benefits to
     the General  Partner and its  affiliates  provided for in the Agreement are
     summarized below.

(a)  Compensation for Services

     For services  rendered by the Managing  General  Partner or an Affiliate of
     the Managing General Partner in connection with the  administration  of the
     affairs  of the  Partnership,  the  Managing  General  Partner  or any such
     Affiliate may receive an annual Asset  Management  Fee equal to the greater
     of (i) $2,000 for each Housing  Complex,  or (ii) 0.275% of gross proceeds.
     In either case,  the fee will be decreased or increased  annually  based on
     changes to the Consumer Price Index.  However, in no event will the maximum
     amount   exceed  0.2%  of  the  invested   assets  of  the  Local   Limited
     Partnerships, including the Partnership's allocable share of the mortgages.
     The Asset  Management Fee is payable with respect to the previous  calendar
     quarter on the first day of each calendar quarter during the year.  Accrued
     but unpaid Asset Management Fees for any year are deferred without interest
     and are  payable  in  subsequent  years  from any  funds  available  to the
     Partnership   after  payment  of  all  other  costs  and  expenses  of  the
     Partnership, including any capital reserves then determined by the Managing
     General   Partner  to  no  longer  be  necessary  to  be  retained  by  the
     Partnership,  or from the proceeds of a sale or  refinancing of Partnership
     assets.  Fees of $49,500 were incurred during each of the years ended March
     31, 2008,  2007 and 2006,  of which $0 was paid for each of the years ended
     March 31, 2008, 2007 and 2006.

     Subject to a number of terms and conditions set forth in the Agreement, the
     General  Partner and its  Affiliates  may be entitled to  compensation  for
     services  actually  rendered  or to be  rendered  in  connection  with  (i)
     selecting,   evaluating,   structuring,   negotiating   and   closing   the
     Partnership's  investments in Local Limited Partnership Interests, (ii) the
     acquisition   or   development   of   Properties   for  the  Local  Limited
     Partnerships,  or (iii) property  management  services actually rendered by
     the General Partners or their Affiliates respecting the Properties owned by
     Local Limited  Partnerships.  The  Partnership has completed its investment
     stage,  so no  compensation  for the  services in (i) or (ii) has been paid
     during  the  period  covered  by this  report  and none will be paid in the
     future.  None of the services  described in (iii) were rendered and no such
     compensation  was payable for such services  during the periods  covered by
     this report.

(b)  Operating Expenses

     Reimbursement  to a General  Partner or any of its  Affiliates of Operating
     Cash Expenses is subject to specific  restrictions  in Section 5.3.3 of the
     Partnership's   Agreement   of  Limited   Partnership   (the   "Agreement,"
     incorporated  as  Exhibit  3.1  to  this  report).  The  Agreement  defines
     "Operating Cash Expenses" as

     " . . . the  amount  of  cash  disbursed  by the  Partnership  . . . in the
     ordinary course of business for the payment of its operating expenses, such
     as expenses for management,  utilities, repair and maintenance,  insurance,
     investor  communications,  legal,  accounting,  statistical and bookkeeping
     services,  use of computing or accounting  equipment,  travel and telephone
     expenses,  salaries  and direct  expenses of  Partnership  employees  while
     engaged  in   Partnership   business,   and  any  other   operational   and
     administrative   expenses  necessary  for  the  prudent  operation  of  the
     Partnership.  Without  limiting the generality of the foregoing,  Operating
     Cash  Expenses  shall include fees paid by the  Partnership  to any General

                                       53

<PAGE>

     Partner or any Affiliate of a General  Partner  permitted by this Agreement
     and the actual cost of goods,  materials and  administrative  services used
     for or by the  Partnership,  whether  incurred  by a  General  Partner,  an
     Affiliate of a General Partner or a non-Affiliated Person in performing the
     foregoing  functions.  As used in the  preceding  sentence,  actual cost of
     goods and materials  means the actual cost of goods and materials  used for
     or by the  Partnership  and obtained  from entities not  Affiliated  with a
     General Partner,  and actual cost of administrative  services means the pro
     rata  cost  of  personnel  (as  if  such  persons  were  employees  of  the
     Partnership)   associated  therewith,   but  in  no  event  to  exceed  the
     Competitive amount."

     The Agreement  provides that no such  reimbursement  shall be permitted for
     services for which a General  Partner or any of its  Affiliates is entitled
     to   compensation  by  way  of  a  separate  fee.   Furthermore,   no  such
     reimbursement  is to be made  for  (a)  rent  or  depreciation,  utilities,
     capital  equipment or other such  administrative  items,  and (b) salaries,
     fringe benefits, travel expenses and other administrative items incurred or
     allocated to any "controlling person" of a General Partner or any Affiliate
     of a General  Partner.  For the  purposes  of Section  5.3.4,  "controlling
     person" includes,  but is not limited to, any person,  however titled,  who
     performs  functions  for a General  Partner or any  Affiliate  of a General
     Partner  similar  to those  of:  (1)  chairman  or  member  of the board of
     directors; (2) executive management,  such as president,  vice president or
     senior  vice  president,  corporate  secretary  or  treasurer;  (3)  senior
     management, such as the vice president of an operating division who reports
     directly to executive  management;  or (4) those  holding 5% or more equity
     interest in such General Partner or any such Affiliate of a General Partner
     or a person  having  the power to direct  or cause  the  direction  of such
     General Partner or any such Affiliate of a General Partner, whether through
     the ownership of voting securities, by contract or otherwise.

          The unpaid operating  expenses  reimbursable to the General Partner or
          its  affiliates  were $13,542,  $33,317 and $18,806 for the year ended
          March  31,  2008,  2007  and  2006,   respectively.   The  Partnership
          reimbursed  the  General  Partner  or  its  affiliates  for  operating
          expenses of $0 during each of the years ended March 31, 2008, 2007 and
          2006.

(c)   Interest in Partnership

          The General  Partner  receives 1% of the  Partnership's  allocated Low
          Income Housing Tax Credits,  which  approximated  $9,113,  $16,453 and
          $23,761  for the  years  ended  December  31,  2007,  2006  and  2005,
          respectively.  The General  Partner is also  entitled to receive 1% of
          the  Partnership's  operating income or losses,  gain or loss from the
          sale of  property  and  operating  cash  distributions.  There were no
          distributions  of  operating  cash to the General  Partner  during the
          years ended March 31, 2008,  2007 and 2006. The General Partner has an
          interest in sale or refinancing proceeds as follows: after the Limited
          Partners have received a return of their capital,  General Partner may
          receive an amount  equal to its capital  contribution,  less any prior
          distribution of such proceeds, then the General Partner may receive 1%
          and the Limited Partners 99% of any remaining proceeds.  There were no
          such  distributions  of cash to the General  Partner  during the years
          ended March 31, 2008, 2007 and 2006.

(d)   Subordinated Disposition Fee

          A  subordinated  disposition  fee in an amount equal to 1% of the sale
          price may be received in connection  with the sale or disposition of a
          Housing Complex or Local Limited Partnership interest. Payment of this
          fee is  subordinated  to the  Limited  Partners  receiving a preferred
          return of 14% through December 31, 2006 and 6 % thereafter (as defined
          in the  Partnership  Agreement)  and is  payable  only if the  General
          Partner or its affiliates render services in the sales effort. No such
          fee was incurred for all periods presented.

Item 12.  Security  Ownership of Certain  Beneficial  Owners and  Management and
          Related Stockholder Matters

(a)  Securities Authorized for Issuance Under Equity Compensation Plans
     ------------------------------------------------------------------

     The  Partnership  has no  compensation  plans under which  interests in the
     Partnership are authorized for issuance.

                                       54

<PAGE>

(b)  Security Ownership of Certain Beneficial Owners
     -----------------------------------------------

     The following are the only limited partners known to the General Partner to
     own beneficially in excess of 5% of the outstanding  Partnership  Units for
     the years ended March 31, 2008 and 2007.
<TABLE>
<CAPTION>

                                          Name and Address of Beneficial     Amount of Units
                 Title of Class                        Owner                    Controlled       Percent of Class
         ------------------------------- ---------------------------------- ------------------- -------------------
         <S>                                 <C>                             <C>                     <C>

          Units of Limited Partnership        Sempra Section 42, LLC           4,560 units            25.3%
                   Interests                      P.O. Box 126943
                                             San Diego, CA 92113-6943

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

(c)  Security Ownership of Management
     --------------------------------

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

(d)  Changes in Control
     ------------------

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

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

Item 13.  Certain   Relationships   and  Related   Transactions,   and  Director
          Independence

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

                                       55

<PAGE>

Item 14.  Principal Accountant Fees and Services

The  following  is a  summary  of  fees  paid  to  the  Partnership's  principal
independent registered public accounting firm for the years ended March 31:
<TABLE>
<CAPTION>

                                          2008           2007
                                        ----------   -------------
                                       <S>          <C>

Audit Fees                              $       -    $          -
Audit-related Fees                              -               -
Tax Fees                                    2,755           2,625
All Other Fees                                  -               -
                                        ----------   -------------
TOTAL                                   $   2,755    $      2,625
                                        ==========   =============
</TABLE>

The  Partnership  has no Audit  Committee.  All audit services and any permitted
non-audit  services  performed  by the  Partnership's  independent  auditors are
preapproved by the General Partner.

                                       56

<PAGE>

PART IV.

Item 15. Exhibits and Financial Statement Schedules

(a)(1)   List of Financial statements included in Part II hereof
         -------------------------------------------------------

          Balance Sheets, March 31, 2008 and 2007
          Statements of Operations for the years ended March 31, 2008,  2007 and
          2006
          Statements of Partners' Equity (Deficit) for the years ended March 31,
          2008, 2007 and 2006
          Statements of Cash Flows for the years ended March 31, 2008,  2007 and
          2006
          Notes to Financial Statements

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

         Schedule III, Real Estate Owned by Local Limited Partnerships

(a)(3)   Exhibits.
         ---------

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

31.1      Certification  of the Chief Executive  Officer pursuant to Rule 13a-14
          and 15d-14,  as adopted pursuant to section 302 of the  Sarbanes-Oxley
          Act of 2002. (filed herewith)

31.2      Certification  of the Chief Financial  Officer pursuant to Rule 13a-14
          and 15d-14,  as adopted pursuant to section 302 of the  Sarbanes-Oxley
          Act of 2002. (filed herewith)

32.1      Section 1350  Certification  of the Chief  Executive  Officer.  (filed
          herewith)

32.2      Section 1350  Certification  of the Chief  Financial  Officer.  (filed
          herewith)

99.1      Amended and  Restated  Agreement of Limited  Partnership  of Evergreen
          Apartments  I Limited  Partnership  filed as exhibit  10.1 to Form 8-K
          dated November 14, 1995 is hereby  incorporated herein by reference as
          exhibit 99.1.

99.2      Amended and  Restated  Agreement  of Limited  Partnership  of Shepherd
          South  Apartments  I,  Ltd.  filed as  exhibit  10.1 to Form 8-K dated
          December  14,  1995 is  hereby  incorporated  herein by  reference  as
          exhibit 99.2.

99.3      Amended  and  Restated  Agreement  of  Limited  Partnership  of Patten
          Towers,  L.P. II filed as exhibit 10.1 to Form 8-K dated  December 21,
          1995 is hereby incorporated herein by reference as exhibit 99.3.

99.4      Second  Amended  and  Restated  Agreement  of Limited  Partnership  of
          Alliance  Apartments  I Limited  Partnership  filed as exhibit 10.7 to
          Post-Effective  Amendment No.2 to Registration  Statement on Form S-11
          of the  Partnership  is hereby  incorporated  herein by  reference  as
          exhibit 99.4.

99.5      Amended and  Restated  Agreement  of Limited  Partnership  of Hastings
          Apartments   I  Limited   Partnership   filed  as   exhibit   10.8  to
          Post-Effective  Amendment No.2 to Registration  Statement on Form S-11
          of the  Partnership  is hereby  incorporated  herein by  reference  as
          exhibit 99.5.

99.6      Agreement  of Limited  Partnership  of Raymond  S. King  Apartments  I
          Limited Partnership filed as exhibit 10.9 to Post-Effective  Amendment
          No. 2 to  Registration  Statement on Form S-11 of the  Partnership  is
          hereby incorporated herein by reference as exhibit 99.6

                                       57

<PAGE>

99.7.1    Amended and  Restated  Agreement of Limited  Partnership  of Talladega
          County  Housing,   Ltd.  filed  as  exhibit  10.10  to  Post-Effective
          Amendment  No.  to   Registration   Statement  on  Form  S-11  of  the
          Partnership  is hereby  incorporated  herein by  reference  as exhibit
          99.7.

99.8      Amended and Restated  Agreement of Limited  Partnership of The Willows
          Limited Partnership filed as exhibit 10.11 to Post-Effective Amendment
          No.  to  Registration  Statement  on Form S-11 of the  Partnership  is
          hereby incorporated herein by reference as exhibit 99.8

99.9      Amended and Restated Agreement of Limited Partnership of Cascade Pines
          L.P.  II filed as  exhibit  10.1 to Form 8-K dated  April 26,  1996 is
          hereby incorporated herein by reference as exhibit 99.9

99.10     Amended and  Restated  Agreement  of Limited  Partnership  of Rosedale
          Limited  Partnership filed as exhibit 10.2 to Form 8-K dated April 26,
          1996 is hereby incorporated herein by reference as exhibit 99.10

99.11     Amended and Restated Agreement of Limited  Partnership of Blessed Rock
          of El Monte filed as exhibit 10.1 to Form 8-K dated September 17, 1996
          is hereby incorporated herein by reference as exhibit 99.11

99.12.1   Amended and  Restated  Agreement  of Limited  Partnership  of Broadway
          Apartments,  Limited  Partnership  filed as  exhibit  10.1 to Form 8-K
          dated April 10, 1997 is hereby  incorporated  herein by  reference  as
          exhibit 99.12

99.13     Financial  statements of Blessed Rock of El Monte, for the years ended
          December 31, 2007, 2006, and 2005, together with Independent Auditors'
          Report thereon; filed as exhibit 99.13 in Form 10-K (filed herewith)

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

                                       58


<PAGE>

WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2008
<TABLE>
<CAPTION>

                                    ---------------------------------------- -------------------------------------------------------
                                               As of March 31, 2008                            As of December 31, 2007
                                    ---------------------------------------- -------------------------------------------------------
                                          Total                         Mortgage
                                      Investment in      Amount of     Balances of            Building
 Local Limited                        Local Limited     Investment    Local Limited             and       Accumulated    Net Book
Partnership Name     Location          Partnerships    Paid to Date    Partnerships   Land    Equipment   Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
                                       <S>            <C>            <C>          <C>        <C>          <C>           <C>

Alliance Apts. I     Alliance,          $  604,000     $  604,000     $  323,000   $ 148,000  $ 1,401,000  $  480,000    $ 1,069,000
L.P.                 Nebraska

Blessed Rock         El Monte,           2,511,000      2,511,000      3,444,000   1,271,000    8,095,000   2,140,000      7,226,000
of El Monte          California

Broadway Apts.,      Hobbs,              2,029,000      2,029,000      1,210,000      70,000    3,430,000   1,372,000      2,128,000
L.P.                 New Mexico

Curtis Assoc.        Curtis,                88,000         88,000        412,000      10,000      531,000     216,000        325,000
I, L.P.              Nebraska

Escatawpa Village    Escatawpa,            249,000        249,000        869,000      40,000    1,378,000     551,000        867,000
Assoc., L.P.         Mississippi

Hastings Apts.I,     Hastings,             542,000        542,000        148,000      32,000    1,303,000     462,000        873,000
L.P.                 Nebraska

Heritage Apts.       Berkeley,             752,000        752,000        641,000     105,000    1,593,000     616,000      1,082,000
I, L.P.              Missouri

Hillcrest Assoc.     Ontario,              354,000        354,000      1,261,000      96,000    1,605,000     546,000      1,155,000
a L.P.               Oregon

Patten Towers,       Chattanooga,        2,154,000      2,154,000      4,283,000     290,000   11,357,000   4,731,000      6,916,000
L.P. II (I)          Tennessee
</TABLE>

                                                           59

<PAGE>

WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2008

<TABLE>
<CAPTION>

                                    ---------------------------------------- -------------------------------------------------------
                                               As of March 31, 2008                            As of December 31, 2007
                                    ---------------------------------------- -------------------------------------------------------
                                          Total                         Mortgage
                                      Investment in      Amount of     Balances of            Building
 Local Limited                        Local Limited     Investment    Local Limited             and       Accumulated    Net Book
Partnership Name     Location          Partnerships    Paid to Date    Partnerships   Land    Equipment   Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
                                      <S>             <C>            <C>          <C>         <C>         <C>          <C>

Prairieland          Syracuse,              85,000         85,000        304,000      25,000      493,000     203,000       315,000
Properties of        Kansas
Syracuse II, L.P.

Raymond S. King      Greensboro,           437,000        437,000        781,000      10,000    1,090,000     345,000        755,000
Apts. L.P.           North Carolina

Rosedale L.P.        Silver City,          309,000        309,000      1,285,000      44,000    1,728,000     713,000      1,059,000
                     New Mexico

Shepherd South       Shepherd,             121,000        121,000        536,000      12,000      755,000     270,000        497,000
Apts I, Ltd.         Texas

Solomon Assoc.       Solomon,              138,000        138,000        555,000      16,000      719,000     323,000        412,000
I, L.P.              Kansas

Talladega County     Talladega,            653,000        653,000        735,000      62,000    1,447,000     487,000      1,022,000
Housing Ltd.         Alabama

The Willows Apts.    Morganton,            841,000        841,000      1,013,000      76,000    1,829,000     564,000      1,341,000
L.P.                 North Carolina     ----------     ----------     ----------   ---------  -----------  ----------    -----------
                                      $ 11,867,000   $ 11,867,000    $17,800,000 $ 2,307,000  $38,754,000 $14,019,000    $27,042,000
                                      ============   ============    =========== ===========  =========== ===========    ===========
</TABLE>

1) This Local Limited Partnership is currently listed for sale.

                                                           60

<PAGE>

WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2008
<TABLE>
<CAPTION>

                                         ---------------------------------------------------------------------------------
                                                               For the year ended December 31, 2007
                                         ---------------------------------------------------------------------------------
                                                                                              Year          Estimated
                                                              Net Income                    Investment     Useful Life
Local Limited Partnership Name             Rental Income        (Loss)          Status       Acquired        (Years)
--------------------------------------------------------------------------------------------------------------------------
                                            <S>               <C>            <C>              <C>              <C>

Alliance Apartments I L.P.                   $   91,000        $  257,000     Completed        1997             40

Blessed Rock of El Monte                        938,000           37,000      Completed        1997             40

Broadway Apartments, L.P.                       395,000         (106,000)     Completed        1997             40

Curtis Associates I, L.P.                        52,000          (19,000)     Completed        1997           27.5

Escatawpa Village Associates, L.P.              180,000          (45,000)     Completed        1997           27.5

Hastings Apartments I, L.P.                      70,000          154,000      Completed        1996             40

Heritage Apartments I, L.P.                     135,000          (63,000)     Completed        1997           27.5

Hillcrest Associates, A L.P.                    201,000          (22,000)     Completed        1997             40

Patten Towers, L.P. II (1)                    1,446,000         (511,000)     Completed        1996           27.5

Prairieland Properties of Syracuse II,           46,000           (1,000)     Completed        1997           27.5
L.P.

Raymond S. King Apartments L.P.                  82,000          (34,000)     Completed        1997             30

Rosedale Limited Partnership                    151,000          (41,000)     Completed        1997             30

Shepherd South Apartments I, Ltd.               103,000            7,000      Completed        1996             40

Solomon Associates I, L.P.                       79,000                -      Completed        1997           27.5

Talladega County Housing Ltd.                   101,000          (35,000)     Completed        1996             40

The Willows Apartments L.P.                     148,000          (47,000)     Completed        1997             40
                                             ----------        ---------
                                             $4,218,000        $(469,000)
                                             ==========        ==========
</TABLE>

(1) This Local Limited Partnership is currently listed for sale.

                                                           61

<PAGE>

WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2007

<TABLE>
<CAPTION>
                                    ---------------------------------------- -------------------------------------------------------
                                               As of March 31, 2007                            As of December 31, 2006
                                    ---------------------------------------- -------------------------------------------------------
                                          Total                         Mortgage
                                      Investment in      Amount of     Balances of            Building
 Local Limited                        Local Limited     Investment    Local Limited             and       Accumulated    Net Book
Partnership Name     Location          Partnerships    Paid to Date    Partnerships   Land    Equipment   Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
                                       <S>            <C>            <C>          <C>        <C>          <C>           <C>

Alliance Apts. I     Alliance,          $  604,000     $  604,000     $  594,000   $ 148,000  $ 1,401,000  $  443,000    $ 1,106,000
L.P.                 Nebraska

Blessed Rock         El Monte,           2,511,000      2,511,000      3,494,000   1,271,000    8,085,000   1,933,000      7,423,000
of El Monte          California

Broadway Apts.,      Hobbs,              2,029,000      2,029,000      1,223,000      70,000    3,431,000   1,246,000      2,255,000
L.P.                 New Mexico

Cascade Pines,       Atlanta,                    -              -      8,623,000     600,000    9,417,000   3,506,000      6,511,000
L.P. II (1)          Georgia

Curtis Assoc.        Curtis,                88,000         88,000        414,000      10,000      527,000     194,000        343,000
I, L.P.              Nebraska

Escatawpa Village    Escatawpa,            249,000        249,000        873,000      40,000    1,378,000     501,000        917,000
Assoc., L.P.         Mississippi

Hastings Apts.I,     Hastings,             542,000        542,000        338,000      32,000    1,303,000     423,000        912,000
L.P.                 Nebraska

Heritage Apts.       Berkeley,             752,000        752,000        577,000     105,000    1,592,000     557,000      1,140,000
I, L.P.              Missouri

Hillcrest Assoc.     Ontario,              354,000        354,000      1,261,000      96,000    1,605,000     508,000      1,193,000
a L.P.               Oregon

Patten Towers,       Chattanooga,        2,154,000      2,154,000      4,300,000     290,000   10,970,000   4,331,000      6,929,000
L.P. II (I)          Tennessee
</TABLE>

                                                           62

<PAGE>

WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2007
<TABLE>
<CAPTION>

                                    ---------------------------------------- -------------------------------------------------------
                                               As of March 31, 2007                            As of December 31, 2006
                                    ---------------------------------------- -------------------------------------------------------
                                          Total                         Mortgage
                                      Investment in      Amount of     Balances of            Building
 Local Limited                        Local Limited     Investment    Local Limited             and       Accumulated    Net Book
Partnership Name     Location          Partnerships    Paid to Date    Partnerships   Land    Equipment   Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
                                      <S>             <C>            <C>          <C>         <C>         <C>          <C>

Prairieland          Syracuse,              85,000         85,000        310,000      25,000      490,000     185,000       330,000
Properties of        Kansas
Syracuse II, L.P.

Raymond S. King      Greensboro,           437,000        437,000        782,000      10,000    1,090,000     320,000        780,000
Apts. L.P.           North Carolina

Rosedale L.P.        Silver City,          309,000        309,000      1,290,000      40,000    1,695,000     648,000      1,087,000
                     New Mexico

Shepherd South       Shepherd,             121,000       121,000         542,000      12,000      748,000     250,000        510,000
Apts I, Ltd.         Texas

Solomon Assoc.       Solomon,              138,000       138,000         557,000      16,000      717,000     294,000        439,000
I, L.P.              Kansas

Talladega County     Talladega,            653,000       653,000         747,000      62,000    1,432,000     448,000      1,045,000
Housing Ltd.         Alabama

The Willows Apts.    Morganton,            841,000       841,000       1,028,000      76,000    1,828,000     513,000      1,391,000
L.P.                 North Carolina     ----------     ----------     ----------   ---------  -----------  ----------    -----------
                                      $ 11,867,000   $ 11,867,000    $26,953,000  $2,903,000  $47,709,000 $16,300,000    $34,311,000
                                      ============   ============    =========== ===========  =========== ===========    ===========
</TABLE>

(1) The  Housing  Complex  was sold on  January  3, 2007 and the  Local  Limited
Partnership was subsequently dissolved.

                                                           63

<PAGE>

WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2007

<TABLE>
<CAPTION>
                                         ---------------------------------------------------------------------------------
                                                               For the year ended December 31, 2006
                                         ---------------------------------------------------------------------------------
                                                                                              Year          Estimated
                                                              Net Income                    Investment     Useful Life
Local Limited Partnership Name             Rental Income        (Loss)          Status       Acquired        (Years)
--------------------------------------------------------------------------------------------------------------------------
                                            <S>               <C>            <C>              <C>              <C>

Alliance Apartments I L.P.                   $   88,000        $  (35,000)    Completed        1997             40

Blessed Rock of El Monte                        872,000            28,000     Completed        1997             40

Broadway Apartments, L.P.                       356,000          (115,000)    Completed        1997             40

Cascade Pines, L.P. II                        1,224,000          (555,000)    Completed        1997             40

Curtis Associates I, L.P.                        52,000           (20,000)    Completed        1997           27.5

Escatawpa Village Associates, L.P.              163,000           (44,000)    Completed        1997           27.5

Hastings Apartments I, L.P.                      74,000            (6,000)    Completed        1996             40

Heritage Apartments I, L.P.                     136,000           (49,000)    Completed        1997           27.5

Hillcrest Associates, A L.P.                    119,000           (23,000)    Completed        1997             40

Patten Towers, L.P. II (1)                    1,360,000         2,301,000*    Completed        1996           27.5

Prairieland Properties of Syracuse II,           49,000             5,000     Completed        1997           27.5
L.P.

Raymond S. King Apartments L.P.                  85,000           (36,000)    Completed        1997             30

Rosedale Limited Partnership                    130,000           (33,000)    Completed        1997             30

Shepherd South Apartments I, Ltd.               125,000             6,000     Completed        1996             40

Solomon Associates I, L.P.                       81,000            (7,000)    Completed        1997           27.5

Talladega County Housing Ltd.                    93,000           (35,000)    Completed        1996             40

The Willows Apartments L.P.                     147,000           (29,000)    Completed        1997             40
                                             ----------        ---------
                                             $5,154,000        $1,353,000
                                             ==========        ==========
</TABLE>

(*) The net income includes $2,770,708 of forgiveness of debt.

                                                           64

<PAGE>

WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2006

<TABLE>
<CAPTION>
                                    ---------------------------------------- -------------------------------------------------------
                                               As of March 31, 2006                            As of December 31, 2005
                                    ---------------------------------------- -------------------------------------------------------
                                          Total                         Mortgage
                                      Investment in      Amount of     Balances of            Building
 Local Limited                        Local Limited     Investment    Local Limited             and       Accumulated    Net Book
Partnership Name     Location          Partnerships    Paid to Date    Partnerships   Land    Equipment   Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
                                       <S>            <C>            <C>          <C>        <C>          <C>           <C>

Alliance Apts. I     Alliance,          $  604,000     $  604,000     $  583,000   $ 148,000  $ 1,401,000  $  406,000    $ 1,143,000
L.P.                 Nebraska

Blessed Rock         El Monte,           2,511,000      2,511,000      3,541,000   1,271,000    8,047,000   1,728,000      7,590,000
of El Monte          California

Broadway Apts.,      Hobbs,              2,029,000      2,029,000      1,235,000      70,000    3,431,000   1,120,000      2,381,000
L.P.                 New Mexico

Cascade Pines,       Atlanta,            1,347,000      1,347,000      8,623,000     600,000    8,925,000   3,184,000      6,341,000
L.P. II (1)          Georgia

Curtis Assoc.        Curtis,                88,000         88,000        416,000      10,000      521,000     173,000        358,000
I, L.P.              Nebraska

Escatawpa Village    Escatawpa,            249,000        249,000        877,000      40,000    1,378,000     451,000        967,000
Assoc., L.P.         Mississippi

Hastings Apts.I,     Hastings,             542,000        542,000        495,000      32,000    1,303,000     384,000        951,000
L.P.                 Nebraska

Heritage Apts.       Berkeley,             752,000        752,000        591,000     105,000    1,590,000     498,000      1,197,000
I, L.P.              Missouri

Hillcrest Assoc.     Ontario,              354,000        354,000      1,273,000      96,000    1,605,000     470,000      1,231,000
a L.P.               Oregon

Patten Towers,       Chattanooga,        2,154,000      2,154,000      6,025,000     290,000   10,825,000   3,936,000      7,179,000
L.P. II (I)          Tennessee
</TABLE>

                                                           65

<PAGE>

WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2006

<TABLE>
<CAPTION>
                                    ---------------------------------------- -------------------------------------------------------
                                               As of March 31, 2006                            As of December 31, 2005
                                    ---------------------------------------- -------------------------------------------------------
                                          Total                         Mortgage
                                      Investment in      Amount of     Balances of            Building
 Local Limited                        Local Limited     Investment    Local Limited             and       Accumulated    Net Book
Partnership Name     Location          Partnerships    Paid to Date    Partnerships   Land    Equipment   Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
                                      <S>             <C>            <C>          <C>         <C>         <C>          <C>

Prairieland          Syracuse,              85,000         85,000        315,000      25,000      490,000     167,000       348,000
Properties of        Kansas
Syracuse II, L.P.

Raymond S. King      Greensboro,           437,000        437,000        782,000      10,000    1,090,000     294,000        806,000
Apts. L.P.           North Carolina

Rosedale L.P.        Silver City,          309,000        309,000      1,296,000      40,000    1,707,000     592,000      1,155,000
                     New Mexico

Shepherd South       Shepherd,             121,000        121,000        547,000      12,000      742,000     230,000        524,000
Apts I, Ltd.         Texas

Solomon Assoc.       Solomon,              138,000        138,000        559,000      16,000      714,000     265,000        465,000
I, L.P.              Kansas

Talladega County     Talladega,            653,000        653,000        758,000      62,000    1,431,000     409,000      1,084,000
Housing Ltd.         Alabama

The Willows Apts.    Morganton,            841,000        841,000      1,041,000      76,000    1,829,000     462,000      1,443,000
L.P.                 North Carolina     ----------     ----------     ----------   ---------  -----------  ----------    -----------
                                      $ 13,214,000   $ 13,214,000    $28,957,000  $2,903,000 $47,029,000  $14,769,000    $35,163,000
                                      ============   ============    =========== ===========  =========== ===========    ===========
</TABLE>
                                                           66

<PAGE>

WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2006

<TABLE>
<CAPTION>
                                         ---------------------------------------------------------------------------------
                                                               For the year ended December 31, 2005
                                         ---------------------------------------------------------------------------------
                                                                                              Year          Estimated
                                                              Net Income                    Investment     Useful Life
Local Limited Partnership Name             Rental Income        (Loss)          Status       Acquired        (Years)
--------------------------------------------------------------------------------------------------------------------------
                                            <S>               <C>            <C>              <C>              <C>

Alliance Apartments I L.P.                   $   65,000        $   10,000    Completed        1997             40

Blessed Rock of El Monte                        861,000           (70,000)   Completed        1997             40

Broadway Apartments, L.P.                       341,000          (394,000)   Completed        1997             40

Cascade Pines, L.P. II                        1,181,000        (1,208,000)   Completed        1997             40

Curtis Associates I, L.P.                        39,000           (26,000)   Completed        1997           27.5

Escatawpa Village Associates, L.P.              154,000           (23,000)   Completed        1997           27.5

Hastings Apartments I, L.P.                      73,000           (56,000)   Completed        1996             40

Heritage Apartments I, L.P.                     139,000           (41,000)   Completed        1997           27.5

Hillcrest Associates, A L.P.                    193,000           (16,000)   Completed        1997             40

Patten Towers, L.P. II (1)                    1,436,000          (502,000)   Completed        1996           27.5

Prairieland Properties of Syracuse II,           47,000            (2,000)   Completed        1997           27.5
L.P.

Raymond S. King Apartments L.P.                  61,000           (67,000)   Completed        1997             30

Rosedale Limited Partnership                    145,000           (41,000)   Completed        1997             30

Shepherd South Apartments I, Ltd.               130,000             4,000    Completed        1996             40

Solomon Associates I, L.P.                       60,000           (20,000)   Completed        1997           27.5

Talladega County Housing Ltd.                    95,000           (26,000)   Completed        1996             40

The Willows Apartments L.P.                     140,000           (31,000)   Completed        1997             40
                                             ----------        ----------
                                             $5,160,000       $(2,509,000)
                                             ==========        ==========
</TABLE>

                                                           67

<PAGE>

                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

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

By:      WNC & Associates, Inc.,
         General Partner

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

Date:  November 24, 2009

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



By:    /s/ Wilfred N. Cooper, Jr.
       --------------------------
       Wilfred N. Cooper, Jr.,
       Chief Executive Officer, President and Director of WNC & Associates, Inc.
       (principal executive officer)

Date:  November 24, 2009



By:    /s/ Melanie R. Wenk
       -------------------
       Melanie R. Wenk
       Vice-President - Chief Financial  Officer of WNC & Associates,  Inc.
       (principal financial officer and principal accounting officer)

Date:  November 24, 2009



By:    /s/ Wilfred N. Cooper, Sr.
       --------------------------
       Wilfred N. Cooper, Sr.,
       Chairman of the Board of WNC & Associates, Inc.

Date:  November 24, 2009



By:    /s/ Kay L. Cooper
       -----------------
       Kay L. Cooper
       Director of WNC & Associates, Inc.

Date:  November 24, 2009

                                       68