FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   (Mark One)

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

                    For the fiscal year ended March 31, 2002

                                       OR


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

             For the transition period from __________ to __________

                         Commission file number: 0-21895


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


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

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

                                 (714) 662-5565

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

                                      NONE

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

                      UNITS OF LIMITED PARTNERSHIP INTEREST

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
Yes__X    No ___


Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. <060>o<048><057><057><062>

                                       1
<PAGE>


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

                                  INAPPLICABLE


                       DOCUMENTS INCORPORATED BY REFERENCE

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

                                      NONE


                                       2

<PAGE>


PART I.

Item 1.  Business

Organization

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

The general partner of the  Partnership is WNC & Associates,  Inc. (the "General
Partner"  or  "Associates"  or  "WNC").  The  chairman  and  the  president  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 ("Units") at a price of $1,000 per
Unit. As of the close of the public offering, January 21, 1996 a total of 18,000
Limited Partnership Interests representing $17,558,985 had been sold.

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

Description of Business

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

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


                                       3
<PAGE>

As of March 31, 2002, the  Partnership  had invested in seventeen  Local Limited
Partnerships.  Each of these Local Limited  Partnerships  owns a Housing Complex
that is eligible  for the  federal  Low Income  Housing  Credit.  Certain  Local
Limited Partnerships may also benefit from government programs promoting low- or
moderate-income housing.

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

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

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

Item 2.  Properties

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

                                       4

<PAGE>


<TABLE>
<CAPTION>

                                                         -------------------------   -----------------------------------------------
                                                            As of March 31, 2002               As of December 31, 2001
                                                         -------------------------   -----------------------------------------------
                                                           Partnership's                                    Estimated   Encumbrances
                                                          Total Investment   Amount of                      Low Income      of Local
                                   General Partner         In Local Limited  Investment  Number              Housing        Limited
 Partnership Name      Location        Name                Partnerships    Paid to Date  Of Units Occupancy  Credits    Partnerships
------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>           <C>                    <C>           <C>               <C>      <C>    <C>          <C>
Alliance Apartments I  Alliance,     Retro Development,
Limited Partnership    Nebraska      Inc.                   $ 604,000     $ 604,000          19       79%   $ 363,000   $    592,000

Blessed Rock of El     El Monte,     Everland,
Monte                  California    Inc.                   2,511,000     2,511,000         137      100%   8,899,000      3,721,000

Broadway                             Trianon - Broadway,
Apartments,            Hobbs,        LLC, a New
Limited                New           Mexico Limited
Partnership            Mexico        Liability Company      2,029,000     2,029,000          78       92%   2,335,000      1,371,000

                                     Urban Residential
                                     Management,
Cascade Pines,         Atlanta,      Inc., a Georgia
L.P. II                Georgia       Corporation            1,347,000     1,347,000         376       82%   2,533,000      7,845,000

Curtis Associates I,   Curtis,       Joseph A. Shepard and
L.P.                   Nebraska      Kenneth M. Vitor          88,000        88,000          12       92%     156,000        424,000

Escatawpa Village      Escatawpa,    Clifford E. Olsen
Associates, Limited    Mississippi
Partnership                                                   249,000       249,000          32       97%     458,000        890,000

Hastings                             Retro Development, Inc. of
Apartments             Hastings,     Oklahoma and Most Worshipful
I, Limited             Nebraska      Prince Hall
Partnership                          Grand Lodge              542,000       542,000          18       83%   1,005,000        585,000

Heritage Apartments    Berkeley,      Joseph A. Shepard and
I, L.P.                Missouri       Kenneth M. Vitor        752,000       752,000          30       90%   1,333,000        650,000

Hillcrest Associates,  Ontario,       Riley J. Hill
A Limited Partnership  Oregon                                 354,000       354,000          28       93%     683,000      1,291,000

Patten Towers,         Chattanooga,   Patten Towers
L.P. II                Tennessee      Partners, LLC         2,154,000     2,154,000         221       88%   3,938,000      6,463,000

Prairieland
Properties of          Syracuse,      Kenneth M.
Syracuse II, L.P.      Kansas         Vitor                    85,000        85,000           8       88%     152,000        376,000
</TABLE>
                                        5
<PAGE>

<TABLE>
<CAPTION>

                                                         -------------------------   -----------------------------------------------
                                                            As of March 31, 2002               As of December 31, 2001
                                                         -------------------------   -----------------------------------------------
                                                           Partnership's                                    Estimated   Encumbrances
                                                          Total Investment   Amount of                      Low Income      of Local
                                   General Partner         In Local Limited  Investment  Number              Housing        Limited
 Partnership Name      Location        Name                Partnerships    Paid to Date  Of Units Occupancy  Credits    Partnerships
------------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>           <C>                  <C>          <C>                 <C>      <C>   <C>            <C>
Raymond S. King        Greensboro,    Project
Apartments Limited     North          Homestead,
Partnership            Carolina       Inc.                    437,000       437,000          23      100%     883,000        782,000

Rosedale Limited       Silver City,   Deke Noftsker and ABO
Partnership            New Mexico     Corporation             309,000       309,000          32       91%     547,000      1,314,000

Shepherd South         Shepherd,      Donald W.
Apartments I, Ltd.     Texas          Sowell                  121,000       121,000          24       96%     223,000        564,000

Solomon                               Joseph A. Shepard
Associates I,          Solomon,       and Kenneth
L.P.                   Kansas         M. Vitor                138,000       138,000          16       94%     250,000        565,000

Talladega                             Apartment Developers,
County                 Talladega,     Inc. and
Housing Ltd.           Alabama        Thomas H. Cooksey       653,000       653,000          30       93%   1,200,000        787,000

The Willows                           John C. Loving,
Apartments             Morganton,     Gordon D. Brown, Jr.
Limited                North          and Western N.C.
Partnership            Carolina       Housing Partnership     841,000       841,000          36       97%    1,545,000     1,091,000
                                                          ------------ ------------        -----    ----- ------------   -----------
                                                          $13,214,000  $ 13,214,000        1,120    91.4% $ 26,503,000   $29,311,000
                                                          ============ ============        ======   ===== ============   ===========
</TABLE>

                                       6
<PAGE>
<TABLE>
<CAPTION>

                                     -------------------------------------------------------------------------------
                                                          For the year ended December 31, 2001
                                     -------------------------------------------------------------------------------
                                                                                             Low Income Housing
                                                                                              Credits Allocated to
          Partnership Name              Rental Income           Net Loss                         Partnership
--------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                    <C>                          <C>
Alliance Apartments I Limited
Partnership                                    $  74,000              $ (38,000)                     99%

Blessed Rock of El Monte                         742,000               (103,000)                   49.49%

Broadway Apartments, Limited
Partnership                                      307,000               (174,000)                     99%

Cascade Pines, L.P. II                         1,915,000               (369,000)                     98%

Curtis Associates I, L.P.                         65,000                (16,000)                     99%

Escatawpa Village Associates,
Limited Partnership                              126,000                (38,000)                     99%

Hastings Apartments I, Limited
Partnership                                       74,000                (39,000)                     99%

Heritage Apartments I, L.P.                      113,000                (41,000)                    98.9%

Hillcrest Associates, A Limited
Partnership                                      187,000                (11,000)                     99%

Patten Towers, L.P. II                         1,505,000               (252,000)                     99%

Prairieland Properties of Syracuse
II, L.P.                                          55,000                (11,000)                     99%

Raymond S. King Apartments Limited
Partnership                                       73,000                (38,000)                     99%

Rosedale Limited Partnership                     131,000                (30,000)                     99%

Shepherd South Apartments I, Ltd.                 89,000                 (7,000)                     99%

Solomon Associates I, L.P.                        97,000                (12,000)                     99%

Talladega County Housing Ltd.                     95,000                (19,000)                     99%

The Willows Apartments Limited
Partnership                                      120,000                (37,000)                     99%
                                            ------------           -------------
                                            $ 5,768,000            $ (1,235,000)
                                            ============           =============
</TABLE>
                                       7

<PAGE>



Item 3.  Legal Proceedings

During 2000,  Associates identified a potential problem with a developer who, at
the time, was the local general partner in six Local Limited  Partnerships.  The
Partnership has a 99% limited  partnership  interest in three of those six Local
Limited  Partnerships.  Those  investments are Alliance  Apartments I, Evergreen
Apartments  I  and  Hastings  Apartments  I.  All  the  properties  continue  to
experience  operating  deficits.  The local general  partner  ceased funding the
operating deficits,  which placed the Local Limited  Partnerships in jeopardy of
foreclosure.  Consequently, Associates voted to remove the local general partner
and the management company from the Local Limited Partnerships.  After the local
general  partner  contested its removal,  Associates  commenced  legal action on
behalf  of the  Local  Limited  Partnerships  and was  successful  in  getting a
receiver appointed to manage the Local Limited  Partnerships and an unaffiliated
entity appointed as property manager.  Associates was subsequently successful in
attaining  a summary  judgment  to  confirm  the  removal  of the local  general
partner,  the receiver was discharged and Associates now controls all six of the
Local Limited Partnerships.

The six Local Limited  Partnerships  (hereinafter  referred to as  "Defendants")
were  defendants  in a separate  lawsuit.  The  lawsuit was filed by eight other
partnerships   in  which  the  local  general   partner  of  the  Local  Limited
Partnerships is or was involved (the  "Plaintiffs").  The Plaintiffs allege that
the local general  partner  accepted  funds from the  Plaintiffs  and improperly
loaned these funds to the Defendants. In July 2001, this lawsuit was settled for
an  aggregate   amount  of  $35,000  of  which  the   Partnership's   share  was
approximately $17,500.

The Partnership has a 99% limited partnership  investment in Cascade Pines, L.P.
II  ("Cascade").  Cascade is a defendant in a wrongful death lawsuit and related
injury  lawsuits.  Cascade  carries  general  liability  and extended  liability
insurance.  The  wrongful  death  claim  has  been  compromised,   released  and
dismissed.  Liability  insurance  covered the settlement.  In the related injury
lawsuits,  the insurers for both the general  liability,  limited to $2 million,
and  extended  liability  insurance,  limited  to a further  $15  million,  have
acknowledged coverage for the potential loss, should the outcome be unfavorable.
Discovery  for the related  injury  lawsuits is ongoing,  but the  management of
Cascade and WNC are unable to  determine  the outcome of these  lawsuits at this
time or their impact, if any, on the Partnership's financial statements.

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. Discovery for these lawsuits is ongoing, but the management
of Heritage  and WNC are unable to  determine  the outcome of these  lawsuits at
this time or their impact,  if any, on the Partnership's  financial  statements.
Should  Heritage be  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.  Loss of the Heritage  investment  could result in the  cessation  and
recapture of tax credits and certain prior tax deductions.

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

NONE.

PART II.

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

Item 5a.

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

(b)  At March 31, 2002, there were 868 Limited Partners.

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

(d)  No unregistered  securities  were sold by the  Partnership  during the year
     ended March 31, 2002.

Item 5b.

NOT APPLICABLE

                                       8
<PAGE>


Item 6.  Selected Financial Data

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

                                                         March 31                                     December 31
                                 ----------------------------------------------------------   -----------------------------
                                    2002          2001           2000             1999            1998            1997
                                 -----------   ------------   ------------    -------------   --------------   ------------
<S>                            <C>           <C>            <C>             <C>             <C>              <C>
ASSETS
Cash and cash equivalents      $     78,098  $      20,126  $     365,942   $      911,080  $       950,372  $   2,018,591
Investments in limited
  partnerships, net               8,970,406     10,245,015     10,968,078       12,250,789       12,559,525     13,836,734
Interest receivable                       -              -              -                -                -         19,435
                                 -----------   ------------   ------------    -------------   --------------   ------------
                               $  9,048,504  $  10,265,141  $  11,334,020   $   13,161,869  $    13,509,897  $  15,874,760
                                 ===========   ============   ============    =============   ==============   ============
LIABILITIES
Payables to limited
  partnerships                 $          -  $           -  $      72,938   $       95,030  $        95,030  $   1,290,351
Accrued expenses                      6,067         82,699        149,735                -                -              -
Accrued fees and expenses
  due to general partner and
  affiliates                         87,990         39,531         26,540           28,677           62,496          4,640

PARTNERS' EQUITY                  8,954,447     10,142,911     11,084,807       13,038,162       13,352,371     14,579,769
                                 -----------   ------------   ------------    -------------   --------------   ------------

                               $  9,048,504  $  10,265,141  $  11,334,020   $   13,161,869  $    13,509,897  $  15,874,760
                                 ===========   ============   ============    =============   ==============   ============
</TABLE>

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

                                          For the Years Ended               For the Three Months        For the Years Ended
                                                March 31                       Ended March 31               December 31
                                 ---------------------------------------   ------------------------   ------------------------
                                    2002          2001          2000         1999          1998          1998         1997
                                 -----------   -----------   -----------   ----------   -----------   -----------   ----------
                                                                                        (Unaudited)

<S>                            <C>           <C>           <C>           <C>          <C>           <C>           <C>
Income (loss) from
   operations (Note 1)         $   (132,420) $   (285,185) $ (1,099,531) $   (20,391) $    (10,209) $    (52,065) $    20,214
Equity in losses of limited
  partnerships                   (1,225,735)     (656,711)     (853,824)    (293,818)     (170,900)   (1,175,333)    (789,697)
Gain on sale of investment
   in limited partnership
   interest                         169,691             -             -            -             -             -            -
                                 -----------   -----------   -----------   ----------   -----------   -----------   ----------
Net loss                       $ (1,188,464) $   (941,896) $ (1,953,355) $  (314,209) $   (181,109) $ (1,227,398) $  (769,483)
                                 ===========   ===========   ===========   ==========   ===========   ===========   ==========
Net loss allocated to:
   General partner             $    (11,855) $     (9,419) $    (19,534) $    (3,142) $     (1,811) $    (12,274) $    (7,695)
                                 ===========   ===========   ===========   ==========   ===========   ===========   =========
   Limited partners            $ (1,176,579) $   (932,477) $ (1,933,821) $  (311,067) $   (179,298) $ (1,215,124) $  (761,788)
                                 ===========   ===========   ===========   ==========   ===========   ===========   ==========
Net loss per limited partner
  unit                         $     (65.37) $     (51.80) $    (107.43) $    (17.28) $      (9.96) $     (67.51) $    (42.32)
                                 ===========   ===========   ===========   ==========   ===========   ===========   ==========
Outstanding weighted
  limited partner units              18,000        18,000        18,000       18,000        18,000        18,000       18,000
                                 ===========   ===========   ===========   ==========   ===========   ===========   ==========
</TABLE>

Note 1 - Loss from operations in 2000 includes a charge for impairment losses on
investments  in limited  partnerships  of  $955,804.  (See Note 2 to the audited
financial statements.)


                                       9
<PAGE>
<TABLE>
<CAPTION>


                                         For the Years Ended              For the Three Months        For the Years Ended
                                              March 31                       Ended March 31               December 31
                                --------------------------------------   ------------------------   ------------------------
                                   2002          2001         2000         1999          1998          1998         1997
                                -----------    ---------    ----------   ----------   -----------   -----------  -----------
                                                                                      (Unaudited)
<S>                           <C>            <C>          <C>          <C>          <C>           <C>          <C>
Net cash provided by
  (used in):

   Operating activities       $   (122,013)  $ (295,186)  $   (59,825) $   (45,335) $     27,295  $     60,991 $    102,215

   Investing activities            179,985      (50,630)     (485,313)       6,043      (515,359)   (1,129,210)  (2,888,629)

   Financing activities                  -            -             -            -             -             -    2,237,788
                                -----------    ---------    ----------   ----------   -----------   -----------  -----------
Net change in cash and cash
  equivalents                       57,972     (345,816)     (545,138)     (39,292)     (488,064)   (1,068,219)    (548,626)

Cash and cash equivalents,
  beginning of period               20,126      365,942       911,080      950,372     2,018,591     2,018,591    2,567,217
                                -----------    ---------    ----------   ----------   -----------   -----------  -----------
Cash and cash equivalents,
  end of period               $     78,098   $   20,126   $   365,942  $   911,080  $  1,530,527  $    950,372 $  2,018,591
                                ===========    =========    ==========   ==========   ===========   ===========  ===========

Low Income Housing Credit per Unit was as follows for the years ended December 31:
</TABLE>
<TABLE>
<CAPTION>

                                                       2001          2000           1999           1998          1997
                                                    -----------   ------------   -----------    -----------   -----------
<S>                                               <C>           <C>            <C>            <C>           <C>
Federal                                           $        134  $         136  $        137   $        131  $         83
State                                                        -              -             -              -             -
                                                    -----------   ------------   -----------    -----------   -----------
Total                                             $        134  $         136  $        137   $        131  $         83
                                                    ===========   ============   ===========    ===========   ===========
</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,
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations"  and other  discussions  elsewhere in this Form 10-K contain forward
looking statements. Such statements are based on current expectations subject to
uncertainties  and other  factors which may involve known and unknown risks that
could  cause  actual  results  of  operations  to differ  materially  from those
projected or implied. Further, certain forward-looking statements are based upon
assumptions about future events which may not prove to be accurate.

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

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


                                       10
<PAGE>


Uncertainty and Commitments  with Respect to Investments in Alliance,  Evergreen
and Hastings

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

During the year ended March 31, 2000,  Alliance,  Evergreen  and  Hastings  were
experiencing  operational  difficulties and negative cash flows from operations,
and ceased paying their lenders.  Foreclosure procedures were commenced by these
three Local Limited Partnerships' lenders. Management performed an evaluation of
the  Partnership's  remaining  investment  balances in Alliance,  Evergreen  and
Hastings,  including any  anticipated  costs and  determined  that an impairment
adjustment was necessary. An impairment loss of $995,804 was recognized at March
31, 2000. This impairment loss included  $644,589 in remaining book value of the
Partnership's  investments  in Alliance,  Evergreen and  Hastings,  $205,080 and
$74,631 of cash advances,  a $50,000  accrual for anticipated  legal costs,  and
$21,504 of estimated accounting and other related costs.

As a result of the foregoing,  the Partnership,  Alliance,  Hastings,  and a WNC
subsidiary  executed a work-out  agreement with their lender (the  "Agreement"),
which was effective  December 14, 2001. The balance of the  indebtedness due and
owing to the lender by Alliance was satisfied by the execution of two promissory
notes.  The first note totals  $116,000,  bears  interest  at 7% per annum,  and
requires  principal  and  interest  payments  totaling  $800 per  month  through
February  2011,  at which date the unpaid  principal  balance is due. The second
note totals  $328,000,  bears  interest at 1% per annum,  and has  payments  due
monthly  out of  available  cash flow,  as  defined,  with the unpaid  principal
balance due February 2011. The balance of the  indebtedness due and owing to the
lender by Hastings was also satisfied by the execution of two promissory  notes.
The first note totals  $165,000,  bears  interest at 7% per annum,  and requires
principal and interest  payments  totaling  $1,100 per month  through  September
2011,  at which  date the  unpaid  principal  is due.  The  second  note  totals
$261,000,  bears  interest at 1% per annum,  and has payments due monthly out of
available cash flow, as defined, with the unpaid principal balance due September
2011. The  Partnership  and a WNC  subsidiary  have executed a guarantee for the
payment of both notes of Alliance  and  Hastings.  In  addition,  several  other
commitments were made. Alliance and Hastings executed a grant deed to the lender
in the event that either entity  defaults  under the terms and provisions of the
notes.  The deeds are held in escrow,  and if Alliance  or Hastings  defaults on
either  note,  the lender may, at its option,  record the  respective  deed.  In
addition,  the Partnership has given the lender as additional  collateral all of
its  residual  value  interests,  as  defined,  in  all  of  the  Local  Limited
Partnerships.  The Partnership and the Local Limited Partnerships are prohibited
from  selling,  assigning,  transferring  or  further  encumbering  the  Housing
Complexes retained by each Local Limited Partnership.

As a result of the operating  difficulties mentioned above, there is uncertainty
as to additional  costs,  if any, that the  Partnership  may incur in connection
with its  investment in Alliance and Hastings and as to whether the  Partnership
will ultimately retain its interest in these Local Limited Partnerships.  In the
event the Partnership does not successfully  retain its interest in Alliance and
Hastings, the Partnership would be exposed to the cessation and recapture of the
related tax credits.  The Partnership's  financial statements do not include any
adjustments that might result from the outcome of these uncertainties.

On July 19, 2001,  Evergreen's  Housing Complex was sold for a gross sales price
of $1,300,000,  which after payment of its outstanding  loans and closing costs,
yielded net proceeds to the Partnership of approximately $170,000 in the form of
a return of advances. As the investment in Evergreen together with cash advances
had been  previously  impaired,  the entire proceeds were reflected as a gain on
sale of investments in Local Limited  Partnerships  of $169,691,  for the period
ended March 31, 2002.  Due to the sale of the property,  approximately  $428,000
(unaudited)  of  tax  credits  are no  longer  available  to  the  Partnership's
investors  ($23.80 per  Limited  Partner  Unit).  In  addition,  there can be no
assurance  that tax credits  and loss  deductions  previously  taken will not be
subject to recapture in the future.


                                       11
<PAGE>


Uncertainty with Respect to Investments in Cascade and Patten Towers

The Partnership has a 99% limited partnership  investment in Cascade Pines, L.P.
II  ("Cascade").  Cascade is a defendant in a wrongful death lawsuit and related
injury  lawsuits.  Cascade  carries  general  liability  and extended  liability
insurance.  The  wrongful  death  claim  has  been  compromised,   released  and
dismissed.  Liability  insurance  covered the settlement.  In the related injury
lawsuits,  the insurers for both the general  liability,  limited to $2 million,
and  extended  liability  insurance,  limited  to a further  $15  million,  have
acknowledged coverage for the potential loss, should the outcome be unfavorable.
Discovery for the related injury lawsuits is ongoing;  management of Cascade and
WNC are unable to determine the outcome of these  lawsuits at this time or their
impact, if any, on the  Partnership's  financial  statements.  Should Cascade be
unsuccessful in its defense and the insurance  coverage proves to be inadequate,
Cascade's assets could be subject to an adverse  judgment.  This could result in
the loss of the Cascade  investment,  which could result in the recapture of tax
credits and certain prior tax deductions.  As a result,  there is an uncertainty
as to the Partnership's  ability to ultimately realize the carrying value of its
investment  in  Cascade,   which  totaled   $556,051  at  March  31,  2002.  The
Partnership's  financial statements,  presented elsewhere herein, do not reflect
any adjustments that may result from any unfavorable outcome that may occur upon
the ultimate resolution of this uncertainty.

One Local Limited Partnership, Patten Towers L.P. II ("Patten Towers"), in which
the Partnership owns a 99% interest,  has a promissory note payable  aggregating
approximately  $6,453,000  which was funded with  proceeds  from the issuance of
Multifamily  Housing Revenue Bonds as of December 31, 2001. Patten Towers failed
to make timely principal  payments of approximately  $233,000 for the year ended
December 31, 2001 in accordance with the note payable.  Consequently,  the Local
Limited  Partnership  is in default of its bond covenants and the property could
be foreclosed on by the Bond Trustee to satisfy its obligations under the bonds.
These conditions raise substantial  doubt as to the Local Limited  Partnership's
ability to continue as a going concern. Patten Towers is attempting to negotiate
a refinance of the bonds, but as of June 6, 2002 the past due principal payments
owed have not been paid and the  bonds  are fully  payable  under the event of a
default. There can be no assurances that Patten Towers will be successful in its
negotiations.  Accordingly,  Patten Towers is subject to the risk of foreclosure
and sale of the  property  by the  lender  which  would  result  in the loss and
potential  cessation and recapture of certain tax losses and the tax credits. As
a result, there is an uncertainty as to the Partnership's  ability to ultimately
realize the carrying  value of its  investment in Patten  Towers,  which totaled
$1,683,732 at March 31, 2002. The Partnership's financial statements,  presented
elsewhere  herein,  do not  reflect  any  adjustments  that may result  from any
unfavorable  outcome  that  may  occur  upon  the  ultimate  resolution  of this
uncertainty.

Financial Condition

The  Partnership's  assets at March 31, 2002  consisted  primarily of $78,000 in
cash and aggregate  investments  in the eighteen Local Limited  Partnerships  of
$8,970,000.  Liabilities  at March 31,  2001  primarily  consisted  of $6,000 of
accrued expenses and $88,000 due to general partner or affiliates for advances.

Results of Operations

Year Ended March 31, 2002 Compared to Year Ended March 31, 2001 The Partnerships
net loss for the year  ended  March 31,  2001 was  $(1,188,000),  reflecting  an
increase of $(246,000)  from the net loss  experienced  for the year ended March
31,  2000 of  $(942,000).  The  increase  in net  loss is due,  primarily  to an
increase  in the equity in losses of limited  partnerships  which  increased  by
$(569,000)  offset by an increase in income of $171,000  and a decrease in other
operating expenses of $151,000.

Year Ended March 31, 2001 Compared to Year Ended March 31, 2000 The Partnerships
net loss for the year ended March 31, 2001 was $(942,000), reflecting a decrease
of $(1,011,000)  from the net loss experienced for the year ended March 31, 2000
of $(1,953,000).  The decline in net loss is due to the impairment loss recorded
during  2000 in  connection  with three of the limited  partnership  investments
totaling $996,000,  a reduction in the equity in losses of limited  partnerships
which decreased by $197,000 due largely to the impairment loss recorded in 2000,
offset by a reduction  in income of $8,000 and an  increase  in other  operating
expense of  $174,000.  Operating  expenses  increased  due to costs  incurred of
$160,000 on behalf of one of the impaired  properties and additional legal bills
related to litigation.

                                       12
<PAGE>



Cash Flows

Year Ended March 31, 2002  Compared to Year Ended March 31, 2001 Net increase in
cash for the year ended March 31, 2001 was $58,000 compared to a net decrease in
cash for the year ended March 31, 2000 of $(346,000). The change of $404,000 was
due  primarily  to the change of $173,000  in  operating  activities  along with
change of  $231,000  in cash  provided by  investing  activities.  The change in
investing  activities  resulted primarily from the proceeds of $170,000 from the
sale of the  Evergreen  investment  along with the decrease in cash  advances to
limited partnerships of $73,000 offset by a decrease in capitalized  acquisition
cost  of  $10,000  and  decrease  of  $2,000  in   distributions   from  limited
partnership.  The change in  operating  activities  was caused  primarily by the
decrease in other operating expenses of $145,000.

Year Ended March 31, 2001  Compared to Year Ended March 31, 2000 Net decrease in
cash for the year ended March 31, 2001 was $(346,000) compared to a net decrease
in cash for the year ended March 31, 2000 of $(545,000).  The change of $199,000
was due  primarily  to a decrease in cash  advances to limited  partnerships  of
$205,000,  a decrease of $244,000 in capitalized  acquisition costs and fees, an
increase of $12,000 in  distributions  from limited  partnerships,  offset by an
increase in cash used in operations of $236,000.

During the year ended March 31, 2002 and 2001,  accrued payables,  which consist
primarily of related party management fees due to the General Partner, increased
by $48,000 and $13,000,  respectively.  The General  Partner does not anticipate
that these accrued fees will be paid in full until such time as capital reserves
are  in  excess  of  future  foreseeable  working  capital  requirements  of the
Partnership.

The  Partnership  does not expect its future cash flows,  together  with its net
available  assets at March 31,  2002,  to be  sufficient  to meet all  currently
foreseeable  future cash  requirements.  Accordingly,  WNC has agreed to provide
advances  sufficient to fund the operations and working capital  requirements of
the Partnership through April 1, 2003.

Impact of New Accounting Pronouncement

In October 2001, the FASB issued Statement of Financial Accounting Standards No.
144,  "Accounting  for the  Impairment or Disposal of Long-Lived  Assets" ("SFAS
144"), which addresses  accounting and financial reporting for the impairment or
disposal of long-lived assets.  SFAS 144 is effective for fiscal years beginning
after  December 15, 2001,  and generally,  is to be applied  prospectively.  The
Partnership  has not yet completed  its  evaluation of the impact of SFAS 144 on
its  financial  position or results of  operations.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

NOT APPLICABLE

Item 8.  Financial Statements and Supplementary Data


                                       13
<PAGE>





               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


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


We have audited the  accompanying  balance sheets of WNC Housing Tax Credit Fund
V, L.P., Series 3 (a California Limited  Partnership) (the  "Partnership") as of
March 31, 2002 and 2001,  and the related  statements of  operations,  partners'
equity  (deficit)  and cash flows for the years ended March 31,  2002,  2001 and
2000. These financial  statements are the  responsibility  of the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements  based  on  our  audits.  A  significant  portion  of  the  financial
statements of the limited  partnerships  in which the  Partnership  is a limited
partner were audited by other  auditors whose reports have been furnished to us.
As discussed in Note 3 to the financial statements, the Partnership accounts for
its investments in limited  partnerships using the equity method. The portion of
the Partnership's  investment in limited  partnerships audited by other auditors
represented 87% and 89% of the total assets of the Partnership at March 31, 2002
and 2001,  respectively.  Our  opinion,  insofar as it  relates  to the  amounts
included in the financial  statements  for the limited  partnerships  which were
audited by others, is based solely on the reports of the other auditors.

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

In our  opinion,  based on our audits and the  reports  of 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, 2002 and 2001, and the results
of its  operations  and its cash flows for the years ended March 31, 2002,  2001
and 2000, in conformity with  accounting  principles  generally  accepted in the
United States of America.

As further  discussed in Note 7 to the accompanying  financial  statements,  the
Partnership  retains an interest in two  partnerships,  Cascade Pines and Patten
Towers. The carrying value of the Partnership's interest in the two partnerships
aggregated  $2,239,783 at March 31, 2002.  Certain  issues exist with respect to
the housing  complexes  owned and operated by the two  Partnerships  that create
uncertainty  as to the  ability of the  Partnership  to  ultimately  realize its
investment in such partnerships.

The  Partnership   currently  has  insufficient  working  capital  to  fund  its
operations. As discussed in Note 7 to the accompanying financial statements, WNC
& Associates, Inc., has agreed to provide advances sufficient enough to fund the
operations and working capital  requirements of the Partnership through April 1,
2003.



                                                     /s/BDO SEIDMAN, LLP

Orange County, California
June 6, 2002

                                       14
<PAGE>


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

                                 BALANCE SHEETS
<TABLE>
<CAPTION>



                                                                                               March 31
                                                                                   ---------------------------------
                                                                                       2002              2001
                                                                                   -------------    ----------------
<S>                                                                              <C>              <C>
ASSETS

Cash and cash equivalents (Note 8)                                               $       78,098   $          20,126
Investments  in limited  partnerships,  net (Notes 2, 3, 4, 7,
and 8)                                                                                8,970,406          10,245,015
                                                                                   -------------    ----------------
                                                                                 $    9,048,504   $      10,265,141
                                                                                   =============    ================
LIABILITIES AND PARTNERS' EQUITY
   (DEFICIT)

Liabilities:
   Accrued expenses (Note 2)                                                     $        6,067   $          82,699
   Accrued fees and advances due to General
     Partner and affiliates (Note 4)                                                     87,990              39,531
                                                                                   -------------    ----------------
     Total liabilities                                                                   94,057             122,230
                                                                                   -------------    ----------------
Commitments and contingencies (Notes 2, 3 and 7)

Partners' equity (deficit):
   General partner                                                                      (85,947)            (74,062)
   Limited partners (25,000 units authorized,
     18,000 units issued and outstanding)                                             9,040,394          10,216,973
                                                                                   -------------    ----------------
     Total partners' equity                                                           8,954,447          10,142,911
                                                                                   -------------    ----------------
                                                                                 $    9,048,504   $      10,265,141
                                                                                   =============    ================
</TABLE>

See report of independent certified public accountants and accompanying notes to
financial statements.
                                       15
<PAGE>


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

                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                                 For the Years Ended
                                                                                       March 31
                                                                    -----------------------------------------------
                                                                       2002            2001             2000
                                                                    ------------   -------------   ----------------
<S>                                                               <C>            <C>             <C>
Interest income                                                   $       2,008  $        9,790  $          29,172
Reporting fees                                                           27,078          18,049              6,676
                                                                    ------------   -------------   ----------------
Total income                                                             29,086          27,839             35,848
                                                                    ------------   -------------   ----------------
Operating expenses:
   Amortization (Notes 3 and 4)                                          38,580          44,044             42,439
   Asset management fees (Note 4)                                        49,500          50,152             49,500
   Legal, accounting and other                                           73,426         218,828             47,636
   Impairment on investments in limited
    partnerships (Notes 2 and 3)                                              -               -            995,804
                                                                    ------------   -------------   ----------------
    Total operating expenses                                            161,506         313,024          1,135,379
                                                                    ------------   -------------   ----------------
Loss from operations                                                   (132,420)       (285,185)        (1,099,531)

Equity in losses of limited
    partnerships (Note 3)                                            (1,225,735)       (656,711)          (853,824)
Gain on sale of investment in limited
  partnership interest (Note 2)                                         169,691               -                  -
                                                                    ------------   -------------   ----------------
Net loss                                                          $  (1,188,464) $     (941,896) $      (1,953,355)
                                                                    ============   =============   ================
Net loss allocated to:
   General partner                                                $     (11,885) $       (9,419) $         (19,534)
                                                                    ============   =============   ================
   Limited partners                                               $  (1,176,579) $     (932,477) $      (1,933,821)
                                                                    ============   =============   ================
Net loss per limited partner unit                                 $      (65.37) $       (51.80) $         (107.43)
                                                                    ============   =============   ================
Outstanding weighted limited
  partner units                                                          18,000          18,000             18,000
                                                                    ============   =============   ================
</TABLE>
See report of independent certified public accountants and accompanying notes to
financial statements.

                                       16
<PAGE>


                  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, 2002, 2001 and 2000
<TABLE>
<CAPTION>

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

<S>                                                       <C>               <C>                  <C>
Partners' equity (deficit) at March 31, 1999              $        (45,109) $      13,083,271    $      13,038,162

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

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

Net loss                                                            (9,419)          (932,477)            (941,896)
                                                            ---------------    ---------------     ---------------

Partners' equity (deficit) at March 31, 2001                       (74,062)        10,216,973           10,142,911

Net loss                                                           (11,885)        (1,176,579)          (1,188,464)
                                                            ---------------    ---------------     ---------------
Partners' equity (deficit) at March 31, 2002              $        (85,947) $       9,040,394    $       8,954,447
                                                            ===============    ===============     ===============
</TABLE>
See report of independent certified public accountants and accompanying notes to
financial statements.

                                       17
<PAGE>


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

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                       For the Years Ended
                                                                            March 31
                                                         ------------------------------------------------
                                                            2002             2001              2000
                                                         ------------     ------------     --------------
<S>                                                    <C>              <C>              <C>
Cash flows from operating activities:
   Net loss                                            $  (1,188,464)   $    (941,896)   $    (1,953,355)
   Adjustments to reconcile net loss to
     net cash used in operating activities:
    Amortization                                              38,580           44,044             42,439
    Impairment loss on investments in limited
     partnerships                                                  -                -            995,804
    Equity in losses of limited
      partnerships                                         1,225,735          656,711            853,824
    Gain on sale of investment in Limited
     Partnership                                            (169,691)               -                  -
    Change in accrued fees and
      expenses due to General Partner
      and affiliates                                          48,459           12,991             (2,137)
    Change in accrued expenses                               (76,632)         (67,036)             3,600
                                                         ------------     ------------     --------------
Net cash used in operating activities                       (122,013)        (295,186)           (59,825)
                                                         ------------     ------------     --------------
Cash flows from investing activities:
   Investments in limited partnerships, net                        -          (72,938)           (47,092)
   Capitalized acquisition costs and fees                          -           10,452           (233,141)
   Distributions from limited
     partnerships                                             10,294           11,856                  -
   Proceeds on sale of investment is Limited
    Partnership, net                                         169,691                -                  -
   Cash advances to limited partnerships                           -                -           (205,080)
                                                         ------------     ------------     --------------
Net cash provided by (used in)
  investing activities                                       179,985          (50,630)          (485,313)
                                                         ------------     ------------     --------------
Net increase (decrease) in cash and cash
   equivalents                                                57,972         (345,816)          (545,138)

Cash and cash equivalents, beginning of period                20,126          365,942            911,080
                                                         ------------     ------------     --------------
Cash and cash equivalents, end of period               $      78,098    $      20,126    $       365,942
                                                         ============     ============     ==============
SUPPLEMENTAL DISCLOSURE
  OF CASH FLOW INFORMATION
   Taxes paid                                          $         800    $         800    $           800
                                                         ============     ============     ==============
</TABLE>
See report of independent certified public accountants and accompanying notes to
financial statements.

                                       18
<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, 2002, 2001 and 2000




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

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

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

The  general  partner  is WNC &  Associates,  Inc.  ("WNC").  The  chairman  and
president own substantially all of the outstanding stock of WNC.

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

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

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

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


                                       19
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2002, 2001 and 2000



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

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

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

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

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

The Partnership  accounts for its investments in limited  partnerships using the
equity method of  accounting,  whereby the  Partnership  adjusts its  investment
balance for its share of the Local Limited  Partnership's  results of operations
and for any distributions received. The accounting policies of the Local Limited
Partnerships are consistent with those of the Partnership. Costs incurred by the
Partnership  in  acquiring  the  investments  are  capitalized  as  part  of the
investment account and are being amortized over 30 years (see Notes 3 and 4).

Equity in losses of limited partnerships for the years ended March 31, 2002,
2001 and 2000 have been recorded by the Partnership based on nine months of
reported results provided by the Local Limited Partnerships and on three months
of results estimated by management of the Partnership. Equity in losses of the
limited partnerships allocated to the Partnership will not be recognized to the
extent that the investment balance would be adjusted below zero.

                                       20
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2002, 2001 and 2000



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

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

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

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

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

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

The Partnership considers highly liquid investments with remaining maturities of
three months or less when purchased to be cash equivalents. As of March 31, 2002
and 2001, the Partnership had no cash equivalents.

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

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

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

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
during the years ended  March 31,  2002,  2001 and 2000,  as defined by SFAS No.
130.

New Accounting Pronouncement
----------------------------

In October 2001, the FASB issued Statement of Financial Accounting Standards No.
144,  "Accounting  for the  Impairment or Disposal of Long-Lived  Assets" ("SFAS
144"), which addresses  accounting and financial reporting for the impairment or
disposal of long-lived assets.  SFAS 144 is effective for fiscal years beginning
after  December 15, 2001,  and generally,  is to be applied  prospectively.  The
Partnership  has not yet completed  its  evaluation of the impact of SFAS 144 on
its financial position or results of operations.


                                       21
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2002, 2001 and 2000


NOTE 2 - UNCERTAINTY AND COMMITMENTS WITH RESPECT TO INVESTMENTS IN ALLIANCE,
-----------------------------------------------------------------------------
         EVERGREEN AND HASTINGS
         ----------------------

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

During the year ended March 31, 2000,  Alliance,  Evergreen  and  Hastings  were
experiencing  operational  difficulties and negative cash flows from operations,
and ceased paying their lenders.  Foreclosure procedures were commenced by these
two Local Limited Partnerships'  lenders.  Management performed an evaluation of
the  Partnership's  remaining  investment  balances in Alliance,  Evergreen  and
Hastings,  including the cash advances noted above and other  anticipated  costs
and determined that an impairment  adjustment was necessary.  An impairment loss
of $995,804 was  recognized  at March 31, 2000.  This  impairment  loss included
$644,589 in remaining book value of the  Partnership's  investments in Alliance,
Evergreen and Hastings, $205,080 and $74,631 of cash advances, a $50,000 accrual
for  anticipated  legal  costs,  and $21,504 of estimated  accounting  and other
related costs.

As a result of the foregoing,  the Partnership,  Alliance,  Hastings,  and a WNC
subsidiary  executed a work-out  agreement with their lender (the  "Agreement"),
which was effective  December 14, 2001. The balance of the  indebtedness due and
owing to the lender by Alliance was satisfied by the execution of two promissory
notes.  The first note totals  $116,000,  bears  interest  at 7% per annum,  and
requires  principal  and  interest  payments  totaling  $800 per  month  through
February  2011,  at which date the unpaid  principal  balance is due. The second
note totals  $328,000,  bears  interest at 1% per annum,  and has  payments  due
monthly  out of  available  cash flow,  as  defined,  with the unpaid  principal
balance due February 2011. The balance of the  indebtedness due and owing to the
lender by Hastings was also satisfied by the execution of two promissory  notes.
The first note totals  $165,000,  bears  interest at 7% per annum,  and requires
principal and interest  payments  totaling  $1,100 per month  through  September
2011,  at which  date the  unpaid  principal  is due.  The  second  note  totals
$261,000,  bears  interest at 1% per annum,  and has payments due monthly out of
available cash flow, as defined, with the unpaid principal balance due September
2011. The  Partnership  and a WNC  subsidiary  have executed a guarantee for the
payment of both notes of Alliance  and  Hastings.  In  addition,  several  other
commitments were made. Alliance and Hastings executed a grant deed to the lender
in the event that either entity  defaults  under the terms and provisions of the
notes.  The deeds are held in escrow,  and if Alliance  or Hastings  defaults on
either  note,  the lender may, at its option,  record the  respective  deed.  In
addition,  the Partnership has assigned the lender as additional  collateral its
residual value interests,  as defined, in all of the Local Limited Partnerships.
The Partnership and the Local Limited  Partnerships are prohibited from selling,
assigning, transferring or further encumbering the Housing Complexes retained by
each Local Limited Partnership.

As a result of the operating  difficulties mentioned above, there is uncertainty
as to additional  costs,  if any, that the  Partnership  may incur in connection
with its  investment in Alliance and Hastings and as to whether the  Partnership
will ultimately retain its interest in these Local Limited Partnerships.  In the
event the Partnership does not successfully  retain its interest in Alliance and
Hastings, the Partnership would be exposed to the cessation and recapture of the
related tax credits.  The Partnership's  financial statements do not include any
adjustments that might result from the outcome of these uncertainties.

On July 19, 2001,  Evergreen's  Housing Complex was sold for a gross sales price
of $1,300,000,  which after payment of its outstanding  loans and closing costs,
yielded net proceeds to the Partnership of approximately $170,000 in the form of
a return of advances. As the investment in Evergreen together with cash advances
had been  previously  impaired,  the entire proceeds were reflected as a gain on
sale of investments in Limited  Partnerships  of $169,691,  for the period ended
March  31,  2002.  Due  to the  sale  of the  property,  approximately  $428,000
(unaudited)  of  tax  credits  are no  longer  available  to  the  Partnership's
investors  ($23.80 per  Limited  Partner  Unit).  In  addition,  there can be no
assurance  that tax credits  and loss  deductions  previously  taken will not be
subject to recapture in the future.

                                       22
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2002, 2001 and 2000


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

As of March 31, 2002, the Partnership has acquired limited partnership interests
in 17 Local  Limited  Partnerships,  each of  which  owns  one  Housing  Complex
consisting of an aggregate of 1,120  apartment  units.  The  respective  general
partners of the Local Limited  Partnerships  manage the day to day operations of
the entities.  Significant Local Limited Partnership  business decisions require
approval  from the  Partnership.  The  Partnership,  as a  limited  partner,  is
generally  entitled  to 99%,  as  specified  in the  Local  Limited  Partnership
agreements,  of the operating profits and losses,  taxable income and losses and
tax credits of the Local Limited Partnerships, except for one of the investments
in which it is entitled to 49.49% of such amounts.

The Partnership's  investments in Local Limited Partnerships as reflected in the
balance  sheet at March  31,  2002 and  2001,  are  approximately  $208,000  and
$358,000,  respectively,  greater than the Partnership's  equity as shown in the
Local Limited Partnerships'  combined financial statements presented below. This
difference is partially due to acquisition  costs related to the  acquisition of
the  investments  that have been  capitalized  in the  Partnership's  investment
account,  unrecorded  losses and  capital  contributions  payable to the limited
partnerships  which were netted  against  partner  capital in the Local  Limited
Partnerships' financial statements.  The Partnership's  investment is also lower
than  the  Partnership's  equity  as shown in the  Local  Limited  Partnership's
combined financial  statements due to the losses recorded by the Partnership for
the three month period ended March 31, and the  impairment  of two Local Limited
Partnerships (see Note 2).

Equity in losses of Local  Limited  Partnerships  is recognized in the financial
statements  until the related  investment  account is reduced to a zero balance.
Losses  incurred  after  the  investment  account  is  reduced  to zero  are not
recognized. If the Local Limited Partnerships report net income in future years,
the  Partnership  will resume applying the equity method only after its share of
such net  income  equals  the share of net  losses  not  recognized  during  the
period(s) the equity method was suspended.

Distributions  received by limited  partners are accounted for as a reduction of
the investment balance.  Distributions received after the investment has reached
zero are recognized as income.

At March 31, 2002, 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,  2002,  2001 and
2000 amounting to approximately  $4,827, $0 and $0, respectively,  have not been
recognized.


                                       23
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2002, 2001 and 2000


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

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

                                                                                      For the Years Ended
                                                                                           March 31
                                                                       --------------------------------------------------
                                                                           2002             2001               2000
                                                                       -------------   ----------------   ---------------

<S>                                                                  <C>             <C>                      <C>
Investments per balance sheet, beginning of period                   $   10,245,015  $      10,968,078        12,250,789
Capital contributions paid, net                                                   -                  -            25,000
Impairment loss on investments in limited
   partnerships (Note 2)                                                          -                  -          (995,804)
Cash advanced (Note 2)                                                            -                  -           205,080
Accrued expenses (Note 2)                                                         -                  -           146,135
Capitalized acquisition fees and costs                                            -            (10,452)          233,141
Distributions received                                                      (10,294)           (11,856)                -
Equity in losses of limited partnerships                                 (1,225,735)          (656,711)         (853,824)
Amortization of capitalized acquisition fees
   and costs                                                                (38,580)           (44,044)          (42,439)
                                                                       -------------   ----------------   ---------------
Investments per balance sheet, end of period                         $    8,970,406  $      10,245,015        10,968,078
                                                                       =============   ================   ===============
</TABLE>

                                       24
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2002, 2001 and 2000


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

The financial  information from the individual financial statements of the Local
Limited Partnerships include rental and interest subsidies. Rental subsidies are
included in total revenues and interest  subsidies are generally  netted against
interest expense.  Approximate combined condensed financial information from the
individual financial statements of the Local Limited Partnerships as of December
31 and for the years  then  ended is as follows  (Combined  condensed  financial
information for Alliance and Hastings were previously excluded from the 2000 and
1999  presentation  but have now been included in all periods  presented  below.
Evergreen  has been  excluded  from all years  presented  below.  See Note 2 for
further discussion):

                        COMBINED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                     2001               2000
                                                                                ---------------    ---------------
                                                                                                     (restated)
<S>                                                                           <C>                <C>
ASSETS

Land                                                                          $      2,903,000   $      2,903,000
Buildings and improvements, net of accumulated
  depreciation for 2001 and 2000 of $8,030,000 and
  $6,528,000, respectively                                                          37,752,000         39,139,000
Other assets  (including due from affiliates of $13,000
  and $9,000, respectively)                                                          4,055,000          4,275,000
                                                                                ---------------    ---------------

                                                                              $     44,710,000   $     46,317,000
                                                                                ===============    ===============
LIABILITIES

Mortgage and construction loans payable                                       $     29,311,000   $     29,417,000
Other liabilities (including due to related parties of
  $2,482,000 and $2,643,000 as of December 31, 2001
  and 2000, respectively)                                                            3,901,000          4,194,000
                                                                                ---------------    ---------------

                                                                                    33,212,000         33,611,000
                                                                                ---------------    ---------------
PARTNERS' CAPITAL

WNC Housing Tax Credit Fund V, L.P., Series 3                                        8,762,000          9,887,000
Other partners                                                                       2,736,000          2,819,000
                                                                                ---------------    ---------------
                                                                                    11,498,000         12,706,000
                                                                                ---------------    ---------------
                                                                              $     44,710,000   $     46,317,000
                                                                                ===============    ===============
</TABLE>

                                       25
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2002, 2001 and 2000


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

                   COMBINED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                 2001                2000               1999
                                                            ---------------     ---------------    ---------------
                                                                                  (restated)         (restated)

<S>                                                       <C>                 <C>                <C>
Revenues                                                  $      6,005,000    $      5,858,000   $      5,626,000
                                                            ---------------     ---------------    ---------------

Expenses:
  Operating expenses                                             4,117,000           3,494,000          3,379,000
  Interest expense                                               1,554,000           1,565,000          1,608,000
  Depreciation and amortization                                  1,569,000           1,529,000          1,505,000
                                                            ---------------     ---------------    ---------------

   Total expenses                                                7,240,000           6,588,000          6,492,000
                                                            ---------------     ---------------    ---------------

Net loss                                                  $     (1,235,000)   $       (730,000)  $       (866,000)
                                                            ===============     ===============    ===============

Net loss allocable to the Partnership                     $     (1,168,000)   $       (644,000)  $       (815,000)
                                                            ===============     ===============    ===============

Net loss recorded by the Partnership                      $     (1,226,000)   $       (657,000)  $       (854,000)
                                                            ===============     ===============    ===============
</TABLE>

Certain Local Limited  Partnerships have incurred  significant  operating losses
and  have  working  capital  deficiencies.  In the  event  these  Local  Limited
Partnerships continue to incur significant operating losses,  additional capital
contributions  by the  Partnership  and/or  the  Local  General  Partner  may be
required  to sustain  the  operations  of such Local  Limited  Partnerships.  If
additional  capital  contributions  are not made  when  they are  required,  the
Partnership's  investment in certain of such Local Limited Partnerships could be
impaired,  and the loss and  recapture  of the related  tax credits  could occur
(furthermore, see Notes 7 and 8).


                                       26
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2002, 2001 and 2000


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

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

          Acquisition  fees of up to 7.5% of the gross proceeds from the sale of
          Units as  compensation  for services  rendered in connection  with the
          acquisition  of Local Limited  Partnerships.  As of March 31, 2002 and
          2001, the Partnership  incurred total  acquisition fees of $1,200,785,
          which have been  included  in  investments  in  limited  partnerships.
          Accumulated  amortization of these  capitalized costs was $339,575 and
          $299,672  as  of  March  31,  2002  and  2001,  respectively.  Of  the
          accumulated  amortization  recorded on the balance  sheet at March 31,
          2001,  $126,614 of the  related  expense  was  reflected  as equity in
          losses of limited  partnerships on the statement of operations  during
          the  fourth  quarter of the year  ended  March 31,  2001 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.  During the year ended
          March 31, 2002, an  additional  $4,827 was  recognized  under the same
          methodology.

          Reimbursement of costs incurred by an affiliate of the General Partner
          in connection  with the  acquisition  of Local  Limited  Partnerships.
          These reimbursements have not exceeded 1% of the gross proceeds. As of
          March 31, 2002 and 2001, the Partnership incurred acquisition costs of
          $120,510,   which  have  been  included  in   investments  in  limited
          partnerships.  Accumulated  amortization was $32,871 and $29,367 as of
          March 31, 2002 and 2001, respectively. Of the accumulated amortization
          recorded  on the  balance  sheet at March  31,  2001,  $12,806  of the
          related   expense  was  reflected  as  equity  in  losses  of  limited
          partnerships on the statement of operations  during the fourth quarter
          of the  year  ended  March  31,  2001 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.

          An annual  asset  management  fee equal to the  greater  amount of (i)
          $2,000 for each Housing complex, or (ii) 0.275% of gross proceeds.  In
          either case, the fee will be decreased or increased  annually based on
          changes to the  Consumer  Price Index.  However,  in no event will the
          maximum  amount  exceed  0.2% of the  invested  assets of the  limited
          partnerships,  including  the  Partnership's  allocable  share  of the
          mortgages.  Management  fees of  $49,500,  $50,152  and  $49,500  were
          incurred  during  the  years  ended  March  31,  2002,  2001 and 2000,
          respectively,   of  which  $0,   $12,375   and   $63,242   were  paid,
          respectively.

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


                                       27
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2002, 2001 and 2000
<TABLE>
<CAPTION>

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

The accrued fees and expenses due to the General Partner and affiliates
consisted of the following:

                                                                                               March 31
                                                                                     -----------------------------

                                                                                        2002            2001
                                                                                     ------------   --------------
<S>                                                                                <C>            <C>
Reimbursements for expenses paid by the General
     Partner or an affiliate                                                       $       1,365  $         2,406

Asset management fees payable                                                             86,625           37,125
                                                                                     ------------   --------------

Total                                                                              $      87,990  $        39,531
                                                                                     ============   ==============
</TABLE>

NOTE 5 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
----------------------------------------------------

The following is a summary of the quarterly operations for the years ended March
31, 2002 and 2001:
<TABLE>
<CAPTION>

                                           June 30           September 30       December 31           March 31
                                        ---------------     ---------------    ---------------     ---------------
               2002
               ----
<S>                                   <C>                 <C>               <C>                <C>
Income                                $              -    $         1,000   $         1,000    $        27,000

Operating expenses                             (41,000)           (40,000)          (79,000)            (2,000)

Equity in losses of limited
     partnerships                             (139,000)          (139,000)         (139,000)          (808,000)

Gain on sale of investment of
     Limited partnership interest                    -            168,000                 -              2,000

Net loss                                      (180,000)           (10,000)         (217,000)          (781,000)

Loss available to limited partners            (179,000)           (10,000)         (215,000)          (772,000)

Loss per limited partner unit                      (10)                (1)              (12)               (42)

               2001
               ----

Income                                $         10,000    $         3,000   $         2,000    $        13,000

Operating expenses                             (29,000)           (71,000)          (79,000)          (134,000)

Equity in losses of limited
     partnerships                             (179,000)          (179,000)         (179,000)          (120,000)

Net loss                                      (198,000)          (247,000)         (256,000)          (241,000)

Loss available to limited partners            (196,000)          (244,000)         (253,000)          (239,000)

Loss per limited partner unit                      (11)               (14)              (14)               (13)
</TABLE>




                                       28
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2002, 2001 and 2000



NOTE 6 - INCOME TAXES
---------------------

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

NOTE 7 - COMMITMENTS AND CONTINGENCIES
--------------------------------------

During 2000,  WNC  identified a potential  problem with a developer  who, at the
time,  was the local  general  partner in six Local  Limited  Partnerships.  The
Partnership has 99% limited partnership  investments in three of those six Local
Limited  Partnerships.  Those  investments are Alliance  Apartments I, Evergreen
Apartments  I  and  Hastings  Apartments  I.  All  the  properties  continue  to
experience  operating  deficits.  The local general  partner  ceased funding the
operating deficits,  which placed the Local Limited  Partnerships in jeopardy of
foreclosure. Consequently, WNC voted to remove the local general partner and the
management company from the Local Limited Partnerships.  After the local general
partner contested its removal, WNC commenced legal action on behalf of the Local
Limited  Partnerships  and was  successful  in getting a receiver  appointed  to
manage the Local Limited  Partnerships  and an unaffiliated  entity appointed as
property  manager.  WNC was  subsequently  successful  in  attaining  a  summary
judgment to confirm the removal of the local general  partner,  the receiver was
discharged and WNC now controls all six of the Local Limited Partnerships.

The six Local Limited  Partnerships  (hereinafter  referred to as  "Defendants")
were  defendants  in a separate  lawsuit.  The  lawsuit was filed by eight other
partnerships   in  which  the  local  general   partner  of  the  Local  Limited
Partnerships is or was involved (the  "Plaintiffs").  The Plaintiffs allege that
the local general  partner  accepted  funds from the  Plaintiffs  and improperly
loaned these funds to the Defendants. In July 2001, this lawsuit was settled for
an aggregate amount of $35,000. The Partnerships  allocated share of $17,500 had
been accrued in full at March 31, 2001 and paid in full at March 31, 2002.

The Partnership has a 99% limited partnership  investment in Cascade Pines, L.P.
II  ("Cascade").  Cascade is a defendant in a wrongful death lawsuit and related
injury  lawsuits.  Cascade  carries  general  liability  and extended  liability
insurance.  The  wrongful  death  claim  has  been  compromised,   released  and
dismissed.  Liability  insurance  covered the settlement.  In the related injury
lawsuits,  the insurers for both the general  liability,  limited to $2 million,
and  extended  liability  insurance,  limited  to a further  $15  million,  have
acknowledged coverage for the potential loss, should the outcome be unfavorable.
Discovery for the related injury lawsuits is ongoing;  management of Cascade and
WNC are unable to determine the outcome of these  lawsuits at this time or their
impact, if any, on the  Partnership's  financial  statements.  Should Cascade be
unsuccessful in its defense and the insurance  coverage proves to be inadequate,
Cascade's assets could be subject to an adverse  judgment.  This could result in
the loss of the Cascade  investment,  which could  result in the  cessation  and
recapture of tax credits and certain prior tax deductions. As a result, there is
an  uncertainty  as to the  Partnership's  ability  to  ultimately  realize  the
carrying value of its investment in Cascade, which totaled $556,051 at March 31,
2002. The accompanying  financial statements do not reflect any adjustments that
may  result  from any  unfavorable  outcome  that may  occur  upon the  ultimate
resolution of this uncertainty.


                                       29
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Years Ended March 31, 2002, 2001 and 2000




NOTE 7 - COMMITMENTS AND CONTINGENCIES, continued
-------------------------------------------------

One Local Limited Partnership, Patten Towers L.P. II ("Patten Towers"), in which
the Partnership owns a 99% interest,  has a promissory note payable  aggregating
approximately  $6,453,000  which was funded with  proceeds  from the issuance of
Multifamily  Housing Revenue Bonds as of December 31, 2001. Patten Towers failed
to make timely principal  payments of approximately  $233,000 for the year ended
December 31, 2001 in accordance with the note payable.  Consequently,  the Local
Limited  Partnership  is in default of its bond covenants and the property could
be foreclosed on by the Bond Trustee to satisfy its obligations under the bonds.
These conditions raise substantial  doubt as to the Local Limited  Partnership's
ability to continue as a going concern. Patten Towers is attempting to negotiate
a refinance of the bonds, but as of June 6, 2002 the past due principal payments
owed have not been paid and the  bonds  are fully  payable  under the event of a
default. There can be no assurances that Patten Towers will be successful in its
negotiations.  Accordingly,  Patten Towers is subject to the risk of foreclosure
and sale of the  property  by the  lender,  which  would  result in the loss and
potential recapture of certain tax losses and the tax credits (furthermore,  see
Note 8). As a result, there is an uncertainty as to the Partnership's ability to
ultimately realize the carrying value of its investment in Patten Towers,  which
totaled $1,683,732 at March 31, 2002. The accompanying  financial  statements do
not reflect any adjustments  that may result from any  unfavorable  outcome that
may occur upon the ultimate resolution of this uncertainty.

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. Discovery for these lawsuits is ongoing, but the management
of Heritage  and WNC are unable to  determine  the outcome of these  lawsuits at
this time or their impact,  if any, on the Partnership's  financial  statements.
Should  Heritage be  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.  Loss of the Heritage  investment  could result in the  cessation  and
recapture of tax credits and certain prior tax deductions.

The  Partnership   currently  has  insufficient  working  capital  to  fund  its
operations.  WNC has agreed to provide  advances  sufficient  enough to fund the
operations and working capital  requirements of the Partnership through April 1,
2003.

NOTE 8 - SUBSEQUENT EVENTS
--------------------------

Through  June 6,  2002,  $50,000  has been  advanced  to  Patten  Towers  by the
Partnership to fund operating expenses.

                                       30
<PAGE>



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

NOT APPLICABLE

PART III.

Item 10. Directors and Executive Officers of the Registrant

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

Directors and Executive Officers of WNC & Associates, Inc.

The directors of WNC & Associates,  Inc. are Wilfred N. Cooper,  Sr., who serves
as Chairman of the Board,  David N. Shafer,  Wilfred N.  Cooper,  Jr. and Kay L.
Cooper.  The  principal  shareholder  of  WNC  &  Associates,  Inc.  is a  trust
established by Wilfred N. Cooper, Sr.

Wilfred  N.  Cooper,  Sr.,  age 71, is the  founder,  Chief  Executive  Officer,
Chairman of the Board and a Director of WNC &  Associates,  Inc.,  a Director of
WNC  Capital  Corporation,  and a  general  partner  in  some  of  the  programs
previously sponsored by the Sponsor. Mr. Cooper has been involved in real estate
investment and acquisition  activities since 1968.  Previously,  during 1970 and
1971, he was founder and principal of Creative Equity Development Corporation, a
predecessor of WNC & Associates,  Inc., and of Creative  Equity  Corporation,  a
real estate investment firm. For 12 years prior to that, Mr. Cooper was employed
by Rockwell  International  Corporation,  last serving as its manager of housing
and urban developments  where he had  responsibility  for factory-built  housing
evaluation and project management in urban planning and development.  Mr. Cooper
is a Director of the National Association of Home Builders (NAHB) and a National
Trustee  for NAHB's  Political  Action  Committee,  a Director  of the  National
Housing  Conference  (NHC)  and a member  of  NHC's  Executive  Committee  and a
Director of the National Multi-Housing Council (NMHC). Mr. Cooper graduated from
Pomona College in 1956 with a Bachelor of Arts degree.

Wilfred N.  Cooper,  Jr.,  age 39, is  President,  Chief  Operating  Officer,  a
Director and a member of the Acquisition Committee of WNC & Associates,  Inc. He
is President of, and a registered  principal  with, WNC Capital  Corporation,  a
member firm of the NASD, and is a Director of WNC  Management,  Inc. He has been
involved in investment and  acquisition  activities  with respect to real estate
since he joined the  Sponsor  in 1988.  Prior to this,  he served as  Government
Affairs  Assistant with Honda North America in Washington,  D.C. Mr. Cooper is a
member of the Advisory Board for LIHC Monthly Report,  a Director of NMHC and an
Alternate  Director of NAHB. He graduated  from The American  University in 1985
with a Bachelor of Arts degree.

David N.  Shafer,  age 50, is  Executive  Vice  President,  a Director,  General
Counsel and a member of the Acquisition Committee of WNC & Associates, Inc., and
a Director and Secretary of WNC Management, Inc. Mr. Shafer has been involved in
real estate  investment and acquisition  activities since 1984. Prior to joining
the Sponsor in 1990, he was  practicing  law with a specialty in real estate and
taxation.  Mr. Shafer is a Director and President of the  California  Council of
Affordable  Housing  and a member  of the State Bar of  California.  Mr.  Shafer
graduated  from the  University  of  California  at Santa Barbara in 1978 with a
Bachelor of Arts degree, from the New England School of Law in 1983 with a Juris
Doctor  degree (cum laude) and from the  University  of San Diego in 1986 with a
Master of Law degree in Taxation.

Thomas J. Riha, age 47, became Chief Financial  Officer  effective January 2001.
Prior to his  appointment  as Chief  Financial  Officer he was Vice  President -
Asset Management and a member of the Acquisition  Committee of WNC & Associates,
Inc. and a Director and Chief Executive Officer of WNC Management, Inc. Mr. Riha
has been involved in acquisition and investment  activities with respect to real
estate since 1979.  Prior to joining the Sponsor in 1994,  Mr. Riha was employed
by Trust Realty Advisor, a real estate acquisition and management company,  last
serving as Vice  President - Operations.  Mr. Riha graduated from the California
State  University,  Fullerton in 1977 with a Bachelor of Arts degree (cum laude)
in Business Administration with a concentration in Accounting and is a Certified
Public  Accountant  and a member of the American  Institute of Certified  Public
Accountants.

                                       31
<PAGE>

Sy P. Garban,  age 56, is Vice  President -  Institutional  Investments of WNC &
Associates, Inc. and has been employed by the Sponsor since 1989. Mr. Garban has
been involved in real estate investment  activities since 1978. Prior to joining
the Sponsor he served as Executive  Vice  President of MRW,  Inc., a real estate
development  and management  firm.  Mr. Garban is a member of the  International
Association of Financial  Planners.  He graduated from Michigan State University
in 1967 with a Bachelor of Science degree in Business Administration.

Michael J. Gaber,  age 36, is Vice President - Acquisitions  and a member of the
Acquisitions Committee of WNC & Associates,  Inc. Mr. Gaber has been involved in
real estate acquisition,  valuation and investment activities since 1989 and has
been employed with WNC since 1997.  Prior to joining WNC & Associates,  Inc., he
was involved in the valuation and classification of major assets,  restructuring
of debt and analysis of real estate taxes with the H.F. Ahmanson company, parent
to 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.

David Turek, age 47, is Vice President - Originations of WNC & Associates,  Inc.
He has been involved with real estate  investment and finance  activities  since
1976 and has been employed by WNC & Associates,  Inc.  since 1996.  From 1995 to
1996,  Mr. Turek served as a consultant  for a national Tax Credit sponsor where
he was responsible for on-site feasibility studies and due diligence analyses of
Tax Credit properties.  From 1990 to 1995, he was involved in the development of
conventional  and tax credit  multi-family  housing.  He is a Director  with the
Texas Council for Affordable Rural Housing and graduated from Southern Methodist
University in 1976 with a Bachelor of Business Administration degree.

Kay L. Cooper,  age 65, is a Director of WNC & Associates,  Inc. Mrs. Cooper was
the founder and sole  proprietor  of Agate 108, a  manufacturer  and retailer of
home  accessory  products,  from 1975 until 1998.  She is the wife of Wilfred N.
Cooper,  Sr.,  the mother of Wilfred  N.  Cooper,  Jr. and the sister of John B.
Lester,  Jr. Ms. Cooper graduated from the University of Southern  California in
1958 with a Bachelor of Science degree.


                                       32
<PAGE>


Item 11.  Executive Compensation

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

(a)  Annual Asset  Management Fee. An annual asset management fee of the greater
     of (i)  $2,000 per  multi-family  housing  complex or (ii)  0.275% of Gross
     Proceeds. The base fee amount will be adjusted annually based on changes in
     the  Consumer  Price  Index,  however  in no event  will the  annual  asset
     management fee exceed 0.2% of Invested Assets.  "Invested Assets" means the
     sum of the Partnership's  Investment in Local Limited  Partnerships and the
     Partnership's  allocable  share of the  amount  of  mortgages  on and other
     indebtedness related to the Housing Complexes. Fees of $49,500, $50,152 and
     $49,500 were incurred during the years ended March 31, 2002, 2001 and 2000,
     respectively.  The  Partnership  paid the General Partner or its affiliates
     $0,  $12,375  and  $63,242 of these fees  during the years  ended March 31,
     2002, 2001 and 2000.

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

(c)  Interest  in  Partnership.   The  General   Partner   receives  1%  of  the
     Partnership's  allocated Low Income  Housing  Credits,  which  approximated
     $24,000,  $25,000,  and $25,000 for the General Partner for the years ended
     December 31, 2001, 2000 and 1999,  respectively.  The General  Partners are
     also  entitled  to  receive  1%  of  cash  distributions.   There  were  no
     distributions  of cash to the General Partners during the years ended March
     31, 2002, 2001 and 2000.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

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

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

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

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

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

(b)      Security Ownership of Management
         --------------------------------

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

                                       33
<PAGE>


(c)      Changes in Control
         ------------------

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

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

Item 13.  Certain Relationships and Related Transactions

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

                                       34
<PAGE>


PART IV.

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

Financial Statements
--------------------

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

         Report of Independent Certified Public Accountants
         Balance Sheets, March 31, 2002 and 2001
         Statements of Operations for the years ended March 31, 2002, 2001 and
           2000
         Statements of Partners' Equity (Deficit) for the years ended March 31,
           2002, 2001 and 2000
         Statements of Cash Flows for the years ended March 31, 2002, 2001 and
           2000
         Notes to Financial Statements

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

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

(b)      Reports on Form 8-K
         -------------------

1.       NONE

(c)      Exhibits
         --------

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

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

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

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

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

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

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

                                       35
<PAGE>



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

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

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

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

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

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

21.1     Financial  statements of Blessed Rock of El Monte,  for the years ended
         December 31, 2001 and 2000 together with  Independent  Auditors' Report
         thereon; a significant subsidiary of the Partnership.

21.2     Financial  statements  of Cascade  Pines L.P.  II, for the years  ended
         December 31, 2001 and 2000 together with  Independent  Auditors' Report
         thereon; a significant subsidiary of the Partnership.

21.3     Financial  statements  of Patten  Towers  L.P.  II, for the years ended
         December 31, 2001 and 2000 together with  Independent  Auditors' Report
         thereon; a significant subsidiary of the Partnership.

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

                                       36
<PAGE>


              Report of Independent Certified Public Accountants on
                          Financial Statement Schedules


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


The audits  referred to in our report dated June 6, 2002,  relating to the 2002,
2001 and 2000  financial  statements  of WNC  Housing  Tax Credit  Fund V, L.P.,
Series 3 (the  "Partnership"),  which is  contained in Item 8 of this Form 10-K,
included  the  audit of the  accompanying  financial  statement  schedules.  The
financial  statement  schedules  are  the  responsibility  of the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statement schedules based upon our audits.

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



                                                /s/BDO SEIDMAN, LLP


Orange County, California
June 6, 2002

                                       37
<PAGE>



WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2002
<TABLE>
<CAPTION>


                                          --------------------------------------  --------------------------------------------------
                                                 As of March 31, 2002                        As of December 31, 2001
                                          --------------------------------------  --------------------------------------------------
                                             Partnership's                 Encumbrances
                                           Total Investment   Amount of      of Local
                                           in Local Limited   Investment     Limited       Property and     Accumulated     Net Book
          Partnership Name      Location     Partnerships     Paid to Date  Partnerships    Equipment       Depreciation       Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>           <C>             <C>          <C>            <C>               <C>         <C>
Alliance Apartments I           Alliance,
Limited Partnership             Nebraska      $ 604,000       $ 604,000    $ 592,000      $ 1,549,000       $ 258,000   $  1,291,000

Blessed Rock                    El Monte,
of El Monte                     California    2,511,000       2,511,000    3,721,000        9,300,000         901,000      8,399,000

Broadway Apartments,            Hobbs, New
Limited Partnership             Mexico        2,029,000       2,029,000    1,371,000        3,428,000         586,000      2,842,000

Cascade Pines,                  Atlanta,
L.P. II                         Georgia       1,347,000       1,347,000    7,845,000        8,733,000       1,408,000      7,325,000

Curtis Associates I,            Curtis,
L.P.                            Nebraska         88,000          88,000      424,000          519,000          97,000        422,000

Escatawpa Village
Associates, Limited             Escatawpa,
Partnership                     Mississippi     249,000         249,000      890,000        1,417,000         250,000      1,167,000

Hastings Apartments I,          Hastings,
Limited Partnership             Nebraska        542,000         542,00       585,000        1,335,000         227,000      1,108,000

Heritage Apartments I,          Berkeley,
L.P.                            Missouri        752,000         752,000      650,000        1,679,000         260,000      1,419,000

Hillcrest Associates, a         Ontario,
Limited Partnership             Oregon          354,000         354,000    1,291,000        1,700,000         316,000      1,384,000

Patten Towers,                  Chattanooga,
L.P. II                         Tennessee     2,154,000       2,154,000    6,463,000       10,894,000       2,303,000      8,591,000

Prairieland Properties of       Syracuse,
Syracuse II, L.P.               Kansas           85,000          85,000      376,000          511,000          94,000        417,000

Raymond S. King                 Greensboro,
Apartments                      North
Limited Partnership             Carolina        437,000         437,000      782,000        1,096,000         181,000        915,000
</TABLE>

                                       38
<PAGE>


WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2002
<TABLE>
<CAPTION>

                                          --------------------------------------  --------------------------------------------------
                                                 As of March 31, 2002                        As of December 31, 2001
                                          --------------------------------------  --------------------------------------------------
                                             Partnership's                 Encumbrances
                                           Total Investment   Amount of      of Local
                                           in Local Limited   Investment     Limited       Property and     Accumulated     Net Book
          Partnership Name      Location     Partnerships     Paid to Date  Partnerships    Equipment       Depreciation       Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>        <C>             <C>           <C>              <C>             <C>           <C>
Rosedale Limited                Silver City,
Partnership                     New Mexico      309,000         309,000    1,314,000        1,681,000         363,000      1,318,000

Shepherd South Apartments I,    Shepherd,
Ltd.                            Texas           121,000         121,000      564,000          744,000         134,000        610,000

Solomon Associates I,           Solomon,
L.P.                            Kansas          138,000         138,000      565,000          717,000         154,000        563,000

Talladega County                Talladega,
Housing Ltd.                    Alabama         653,000         653,000      787,000        1,477,000         242,000      1,235,000

The Willows                     Morganton,
Apartments Limited              North
Partnership                     Carolina        841,000         841,000    1,091,000        1,905,000         256,000      1,649,000
                                           -------------   ------------- ------------     ------------    ------------  ------------
                                           $ 13,214,000    $ 13,214,000  $29,311,000      $48,686,000     $ 8,030,00    $ 40,655,000
                                           =============   ============= ============     ============    ============  ============
</TABLE>


                                       39
<PAGE>



WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2002
<TABLE>
<CAPTION>

                                         ---------------------------------------------------------------------------------
                                                               For the year ended December 31, 2001
                                         ---------------------------------------------------------------------------------
                                                                                                  Year       Estimated
                                                                                               Investment   Useful Life
            Partnership Name                Rental Income       Net Loss          Status        Acquired      (Years)
--------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>           <C>               <C>                              <C>
Alliance Apartments I Limited
Partnership                                         $ 74,000      $ (38,000)        Completed         1997             40

Blessed Rock of El Monte                             742,000       (103,000)        Completed         1997             40

Broadway Apartments,
Limited Partnership                                  307,000       (174,000)        Completed         1997             40

Cascade Pines, L.P. II                             1,915,000       (369,000)        Completed         1997             40

Curtis Associates I, L.P.                             65,000        (16,000)        Completed         1997           27.5

Escatawpa Village Associates,
 Limited Partnership                                 126,000        (38,000)        Completed         1997           27.5

Hastings Apartments I, Limited
Partnership                                           74,000        (39,000)        Completed         1996             40

Heritage Apartments I, L.P.                          113,000        (41,000)        Completed         1997           27.5

Hillcrest Associates, A Limited
Partnership                                          187,000        (11,000)        Completed         1997             40

Patten Towers, L.P. II                             1,505,000       (252,000)        Completed         1996           27.5

Prairieland Properties of
Syracuse II, L.P.                                     55,000        (11,000)        Completed         1997           27.5

Raymond S. King Apartments Limited
Partnership                                           73,000        (38,000)        Completed         1997             30

Rosedale Limited Partnership                         131,000        (30,000)        Completed         1997             30

Shepherd South Apartments I, Ltd.                     89,000         (7,000)        Completed         1996             40

Solomon Associates I, L.P.                            97,000        (12,000)        Completed         1997           27.5

Talladega County Housing Ltd.                         95,000        (19,000)        Completed         1996             40

The Willows Apartments Limited
Partnership                                          120,000        (37,000)        Completed         1997             40
                                                 -----------   -------------
                                                 $ 5,768,000   $ (1,235,000)
                                                 ===========   =============
</TABLE>
                                       40
<PAGE>



WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001
<TABLE>
<CAPTION>


                                          --------------------------------------  --------------------------------------------------
                                                 As of March 31, 2001                        As of December 31, 2000
                                          --------------------------------------  --------------------------------------------------
                                             Partnership's                 Encumbrances
                                           Total Investment   Amount of      of Local
                                           in Local Limited   Investment     Limited       Property and     Accumulated     Net Book
          Partnership Name      Location     Partnerships     Paid to Date  Partnerships    Equipment       Depreciation       Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>           <C>             <C>          <C>            <C>               <C>         <C>
Alliance Apartments I           Alliance,
Limited Partnership             Nebraska      $ 604,000       $ 604,000    $ 598,000      $ 1,549,000       $ 219,000   $  1,330,000

Blessed Rock                    El Monte,
of El Monte                     California    2,511,000       2,511,000    3,754,000        9,300,000         695,000      8,605,000

Broadway Apartments,            Hobbs, New
Limited Partnership             Mexico        2,029,000       2,029,000    1,375,000        3,428,000         442,000      2,986,000

Cascade Pines,                  Atlanta,
L.P. II                         Georgia       1,347,000       1,347,000    7,763,000        8,652,000       1,169,000      7,483,000

Curtis Associates I,            Curtis,
L.P.                            Nebraska         88,000          88,000      424,000          497,000          79,000        418,000

Escatawpa Village
Associates, Limited             Escatawpa,
Partnership                     Mississippi     249,000         249,000      893,000        1,417,000         200,000      1,217,000

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

Hastings Apartments I,          Hastings,
Limited Partnership             Nebraska        542,000         542,00       586,000        1,334,000         186,000      1,148,000

Heritage Apartments I,          Berkeley,
L.P.                            Missouri        752,000         752,000      664,000        1,679,000         200,000      1,479,000

Hillcrest Associates, a         Ontario,
Limited Partnership             Oregon          354,000         354,000    1,295,000        1,700,000         277,000      1,423,000
</TABLE>

*        Results of Evergreen  Apartments  I, L.P. has not been audited and thus
         has been excluded. See Note 2 to the financial statements and report of
         certified public accountants.

                                       41
<PAGE>


WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001
<TABLE>
<CAPTION>

                                          --------------------------------------  --------------------------------------------------
                                                 As of March 31, 2001                        As of December 31, 2000
                                          --------------------------------------  --------------------------------------------------
                                             Partnership's                 Encumbrances
                                           Total Investment   Amount of      of Local
                                           in Local Limited   Investment     Limited       Property and     Accumulated     Net Book
          Partnership Name      Location     Partnerships     Paid to Date  Partnerships    Equipment       Depreciation       Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>        <C>             <C>           <C>              <C>             <C>           <C>
Patten Towers,                  Chattanooga,
L.P. II                         Tennessee     2,154,000       2,154,000    6,595,000       10,893,000       1,886,000      9,007,000

Prairieland Properties of       Syracuse,
Syracuse II, L.P.               Kansas           85,000          85,000      325,000          511,000          75,000        436,000

Raymond S. King                 Greensboro,
Apartments                      North
Limited Partnership             Carolina        437,000         437,000      782,000        1,096,000         150,000        946,000

Rosedale Limited                Silver City,
Partnership                     New Mexico      309,000         309,000    1,317,000        1,681,000         307,000      1,374,000

Shepherd South Apartments I,    Shepherd,
Ltd.                            Texas           121,000         121,000      570,000          738,000         111,000        627,000

Solomon Associates I,           Solomon,
L.P.                            Kansas          138,000         138,000      579,000          719,000         128,000        591,000

Talladega County                Talladega,
Housing Ltd.                    Alabama         653,000         653,000      796,000        1,472,000         199,000      1,273,000

The Willows                     Morganton,
Apartments Limited              North
Partnership                     Carolina        841,000         841,000    1,101,000        1,904,000         205,000      1,699,000
                                           -------------   ------------- ------------     ------------    ------------  ------------
                                           $ 13,763,000    $ 13,763,000 $ 29,417,000      $48,570,000     $  6,528,00   $ 42,042,000
                                           =============   ============= ============     ============    ============  ============
</TABLE>

                                       42
<PAGE>



WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001
<TABLE>
<CAPTION>

                                         ---------------------------------------------------------------------------------
                                                               For the year ended December 31, 2000
                                         ---------------------------------------------------------------------------------
                                                                                                  Year       Estimated
                                                                                               Investment   Useful Life
            Partnership Name                Rental Income       Net Loss          Status        Acquired      (Years)
--------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>            <C>               <C>                              <C>
Alliance Apartments I Limited
Partnership                                        $  64,000      $ (45,000)        Completed         1997             40

Blessed Rock of El Monte                             693,000       (160,000)        Completed         1997             40

Broadway Apartments,
Limited Partnership                                  256,000       (190,000)        Completed         1997             40

Cascade Pines, L.P. II                             1,920,000         (1,000)        Completed         1997             40

Curtis Associates I, L.P.                             43,000        (12,000)        Completed         1997           27.5

Escatawpa Village Associates,
Limited Partnership                                  119,000        (33,000)        Completed         1997           27.5

Evergreen Apartments I Limited
Partnership                                                *              *         Completed         1996             40

Hastings Apartments I, Limited
Partnership                                           77,000        (43,000)        Completed         1996             40

Heritage Apartments I, L.P.                          112,000        (39,000)        Completed         1997           27.5

Hillcrest Associates, A Limited
Partnership                                          190,000         (8,000)        Completed         1997           27.5

Patten Towers, L.P. II                             1,486,000        (28,000)        Completed         1996           27.5

Prairieland Properties of Syracuse II,
L.P.                                                  35,000        (16,000)        Completed         1997           27.5

Raymond S. King Apartments Limited
Partnership                                           68,000        (24,000)        Completed         1997             30

Rosedale Limited Partnership                         138,000        (35,000)        Completed         1997             30

Shepherd South Apartments I, Ltd.                     90,000         (4,000)        Completed         1996             40

Solomon Associates I, L.P.                            58,000        (25,000)        Completed         1997           27.5

Talladega County Housing Ltd.                         87,000        (38,000)        Completed         1996             40

The Willows Apartments Limited
Partnership                                          121,000        (29,000)        Completed         1997             40
                                                 -----------     -----------
                                                 $ 5,557,000     $ (730,000)
                                                 ===========     ===========
</TABLE>

     * Results of Evergreen Apartments I, L.P. has not been audited and thus has
     been  excluded.  See  Note 2 to the  financial  statements  and  report  of
     certified public accountants.


                                       43
<PAGE>



WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000
<TABLE>
<CAPTION>

                                          --------------------------------------  --------------------------------------------------
                                                 As of March 31, 2000                        As of December 31, 1999
                                          --------------------------------------  --------------------------------------------------
                                             Partnership's                 Encumbrances
                                           Total Investment   Amount of      of Local
                                           in Local Limited   Investment     Limited       Property and     Accumulated     Net Book
          Partnership Name      Location     Partnerships     Paid to Date  Partnerships    Equipment       Depreciation       Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>           <C>             <C>          <C>            <C>               <C>         <C>
Alliance Apartments I           Alliance,
Limited Partnership             Nebraska      $ 604,000       $ 604,000    $ 601,000      $ 1,549,000       $ 180,000   $  1,369,000

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

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

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

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

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

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

Hastings Apartments I,          Hastings,
Limited Partnership             Nebraska        542,000         542,00       588,000        1,335,000         147,000      1,188,000

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

Hillcrest Associates, a         Ontario,
Limited Partnership             Oregon          354,000         354,000    1,298,000        1,700,000         239,000      1,461,000
</TABLE>

*        Results of Evergreen  Apartments  I, L.P. has not been audited and thus
         has been excluded. See Note 2 to the financial statements and report of
         certified public accountants.

                                       44
<PAGE>


WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000
<TABLE>
<CAPTION>

                                          --------------------------------------  --------------------------------------------------
                                                 As of March 31, 2000                        As of December 31, 1999
                                          --------------------------------------  --------------------------------------------------
                                             Partnership's                 Encumbrances
                                           Total Investment   Amount of      of Local
                                           in Local Limited   Investment     Limited       Property and     Accumulated     Net Book
          Partnership Name      Location     Partnerships     Paid to Date  Partnerships    Equipment       Depreciation       Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>        <C>             <C>           <C>              <C>             <C>           <C>
Patten Towers,                  Chattanooga,
L.P. II                         Tennessee     2,154,000       2,154,000    6,945,000       10,823,000       1,475,000      9,348,000

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

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

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

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

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

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

The Willows                     Morganton,
Apartments Limited              North
Partnership                     Carolina        841,000         841,000    1,112,000        1,905,000         154,000      1,751,000
                                           -------------   ------------- ------------     ------------    ------------  ------------
                                           $ 13,763,000    $ 13,691,000 $ 28,841,000      $48,314,000     $  5,036,00   $ 43,278,000
                                           =============   ============= ============     ============    ============  ============
</TABLE>

                                       45
<PAGE>




WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000
<TABLE>
<CAPTION>
                                         ---------------------------------------------------------------------------------
                                                               For the year ended December 31, 1999
                                         ---------------------------------------------------------------------------------
                                                                                                  Year       Estimated
                                                                                               Investment   Useful Life
            Partnership Name                Rental Income    Net (Loss) Income      Status       Acquired      (Years)
--------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>            <C>               <C>                              <C>
Alliance Apartments I Limited
Partnership                                        $  77,000      $ (52,000)        Completed         1997             40

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

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

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

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

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

Evergreen Apartments I Limited
Partnership                                                *              *         Completed         1996             40

Hastings Apartments I, Limited
Partnership                                           71,000        (49,000)        Completed         1996             40

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

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

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

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

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

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

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

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

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

The Willows Apartments Limited
Partnership                                          120,000        (20,000)        Completed         1997             40
                                                 -----------     -----------
                                                 $ 5,372,000     $ (817,000)
                                                 ===========     ===========
</TABLE>

*        Results of Evergreen  Apartments  I, L.P. has not been audited and thus
         has been excluded. See Note 2 to the financial statements and report of
         certified public accountants.


                                       46
<PAGE>




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

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

By:    WNC & Associates, Inc.       General Partner

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

Date:  JULY 10, 2002


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

Date:  JULY 10, 2002


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., Director of WNC & Associates, Inc.

Date:  JULY 10, 2002


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

Date:  JULY 10, 2002