FORM 10-K/A
                                 AMENDMENT NO.1

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   (Mark One)

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

                   For the fiscal year ended December 31, 1998

                                       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: 0-21897


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

California                                                           33-0707612
(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   No X

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

                                       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>
Item 1.  Business

PART I.

Organization

WNC Housing Tax Credit Fund, V, L.P.,  Series 4 (the  "Partnership") or ("Series
4") was formed under the California Revised Limited  Partnership Act on July 26,
1995 and commenced  operations on July 1, 1996.  The  Partnership  was formed to
acquire  limited  partnership  interests  in  limited  partnerships  or  limited
liability  companies  ("Local  Limited  Partnerships")  which  own  multi-family
housing  complexes  that are  eligible  for  low-income  housing  federal and in
certain cases, California income tax credits ("Low Income Housing Credit").

The general partner of the  Partnership is WNC & Associates,  Inc. (the "General
Partner" or "Associates".)  Wilfred N. Cooper, Sr., through the Cooper Revocable
Trust,  owns 66.8% of the outstanding stock of Associates.  John B. Lester,  Jr.
was the original limited partner of the Partnership and owns, through the Lester
Family Trust, 28.6% of the outstanding stock of Associates.  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, on July 1, 1996 the Partnership commenced a public
offering of 25,000 Units of Limited Partnership Interests ("Units"),  at a price
of $1,000 per Unit.  The  Partnership's  offering  terminated  on July 11, 1997.
Since inception a total of 22,000 Units representing  approximately  $21,915,000
were sold throughout the offering.

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  to  the  Prospectus   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 an Housing Complex prior to the end thereof, possibly
resulting in recapture of Low Income Housing Credits.

As of December 31, 1998, the  Partnership had invested in thirteen 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.

                                       3
<PAGE>

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  investment in Local Limited  Partnerships,  the  Partnership  holds
limited  partnership  interests in the Housing  Complexes.  The following  table
reflects  the status of the thirteen  Housing  Complexes as of December 31, 1998
and for the periods indicated.

                                       4

<PAGE>
<TABLE>
<CAPTION>
                                                    --------------------------------------------------------------------------------
                                                                                   As of December 31, 1998
                                                    --------------------------------------------------------------------------------
                                                                         Partnership's                                  Encumbrances
                                                           Number        Total Investment  Amount of    Estimated Low   of Local
Partnership                     General Partner            of     Occu-  in Local Limited  Investment   Income Housing  Limited
Name             Location       Name                       Units  pancy  Partnerships      Paid to Date Credits         Partnerships
------------------------------------------------------------------------------------------------------------------------------------
<S>              <C>            <C>                        <C>     <C>     <C>             <C>           <C>            <C>
Ashford Place,   Shawnee,       The Cowen Group, LLC       100      69%    $  2,317,000    $  2,069,000  $  3,931,000   $  2,435,000
a Limited        Oklahoma
Partnership

Belen Vista      Belen, New     Monarch Properties, Inc.
Associates,      Mexico         and Low Income Housing
Limited                         Foundation of NM            57     100%         416,000          416,000      714,000      1,539,000
Partnership

Blessed Rock     El Monte,      Everland, Inc.             137     100%       2,511,000        2,511,000    8,899,000      3,841,000
of El Monte      California

Cleveland        Coffeyville,   Williams Management and
Apartments       Kansas         Consulting, Inc. and
L.P.                            Eastern Housing Corp.       48      21%         552,000          397,000      737,000        654,000

Cresent City     Cresent City,  Cresent City Surf, Inc.     56      86%       1,192,000          715,000    2,221,000      1,976,000
Apartments       California

Hilltop          Prairie View,  Donald W. Sowell            24     100%         121,000           72,000      187,000        447,000
Apartments       Texas
Ltd.

Greyhound        Windsor,       WCM Community
Associates       Missouri       Development Corp.           24      96%         642,000          578,000    1,128,000        633,000
I, L.P.

Lamar Plaza      Lamar,         MBL Development Co.         28      86%         738,000          716,000    1,230,000        864,000
Apts., L.P.      Missouri

Mesa Verde       Roswell, New   Trianon-Mesa Verde, LLC    142      58%       3,941,000        3,846,000    6,472,000      2,459,000
Apartments       Mexico
Limited
Partnership

Mountain Vista   Los Alamos,    Monarch Properties, Inc.
Associates       New Mexico     and Low Income Housing
Limited                         Foundation of NM             52     96%         315,000          315,000      543,000      1,444,000
Partnership

</TABLE>
                                       5
<PAGE>
<TABLE>
<CAPTION>
                                                    --------------------------------------------------------------------------------
                                                                                   As of December 31, 1998
                                                    --------------------------------------------------------------------------------
                                                                         Partnership's                                  Encumbrances
                                                           Number        Total Investment  Amount of    Estimated Low   of Local
Partnership                     General Partner            of     Occu-  in Local Limited  Investment   Income Housing  Limited
Name             Location       Name                       Units  pancy  Partnerships      Paid to Date Credits         Partnerships
------------------------------------------------------------------------------------------------------------------------------------
<S>              <C>            <C>                        <C>     <C>     <C>           <C>             <C>            <C>
North Central    New York,      City and Suburban
Limited          New York       Development Corp.           18      0%          758,000       500,000       1,054,000         75,000
Partnership

Woodland, Ltd.   Marion,        ACHR Corp.                  42     95%        1,288,000     1,158,000       2,112,000      1,296,000
                 Alabama

Wynwood Place,   Raleigh,       Regency Investment
Limited          North          Associates, Inc.,ATO,
Partnership      Carolina       Inc., a Non-Profit Corp.
                                and Gordon Blackwell        24      0%          534,000       374,000         780,000        554,000
                                                           ---     ---       ----------    ----------      ----------     ----------
                                                           752     70%     $ 15,325,000  $ 13,667,000    $ 30,008,000   $ 18,217,000
                                                           ===     ===       ==========    ==========      ==========     ==========

</TABLE>
                                       6


<PAGE>
<TABLE>
<CAPTION>

                                       ------------------------------------------
                                          For the year ended December 31, 1998
                                       ------------------------------------------
                                                                                    Low Income Housing
                                                                                    Credits Allocated to
Partnership Name                               Rental Income            Net Loss    Partnership
---------------------------------------------------------------------------------  -----------------------
<S>                                            <C>                 <C>                              <C>
Ashford Place, a Limited Partnership           $     301,000       $    (191,000)                   98.99%

Belen Vista Associates, Limited
Partnership                                          326,000             (21,000)                   98.99%

Blessed Rock of El Monte                             656,000            (111,000)                   49.50%

Cleveland Apartments L.P.                             84,000            (219,000)                   99.98%

Cresent City Apartments                              148,000            (120,000)                   99.00%

Hilltop Apartments Ltd.                               62,000              (4,000)                   99.00%

Greyhound Associates I, L.P.                          59,000             (21,000)                   99.00%

Lamar Plaza Apts., L.P.                               46,000             (47,000)                   99.97%

Mesa Verde Apartments Limited
Partnership                                          227,000            (372,000)                   99.00%

Mountain Vista Associates Limited
Partnership                                          227,000              (9,000)                   98.99%

North Central Limited Partnership                          -                   -                    99.89%

Woodland, Ltd.                                        85,000             (72,000)                   99.98%

Wynwood Place, Limited Partnership                         -             (33,000)                   99.98%
                                                   ---------           ---------
                                               $   2,221,000       $  (1,220,000)
                                                   =========           =========
</TABLE>

                                       7

<PAGE>
Item 3.  Legal Proceedings

NONE

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

NONE

PART II.

Item 5.  Market for Registrant's Common Equity 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 December 31, 1998, there were 1,292 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 1998.

Item 5b.

NOT APPLICABLE

Item 6.  Selected Financial Data

Selected  balance  sheet  information  for the  Partnership  is as follows as of
December 31:
<TABLE>
<CAPTION>

                                                         1998                 1997                 1996
                                                         ----                 ----                 ----
<S>                                           <C>                  <C>                  <C>
ASSETS
Cash and cash equivalents                     $     3,817,546      $     5,906,978      $     3,916,658
Due from affilates                                     52,835              276,775                    -
Subscriptions receivable                                    -                    -              861,250
Investments in limited partnerships, net           15,573,510           14,894,897            6,700,570
Interest receivable                                         -               76,622                4,475
Loans receivable                                       91,000              301,226              126,381
Other assets                                              500                  500                    -
                                                   ----------           ----------           ----------
                                              $    19,535,391      $    21,456,998      $    11,609,334
                                                   ==========           ==========           ==========

LIABILITIES
Due to limited partnerships                   $     1,657,666      $     2,880,839      $     4,267,232
Accrued fees and expenses due to general
  partner and affiliates                              121,498               52,203              291,396

PARTNERS' EQUITY                                   17,756,227           18,523,956            7,050,706
                                                   ----------           ----------           ----------
                                              $    19,535,391      $    21,456,998      $    11,609,334
                                                   ==========           ==========           ==========
</TABLE>
                                       8


<PAGE>


Selected  results of  operations,  cash  flows,  and other  information  for the
Partnership  is as follows for the years ended  December 31, 1998 and 1997,  and
for the period from July 1, 1996 (Date  Operations  Commenced)  to December  31,
1996:
<TABLE>
<CAPTION>
                                                            1998                     1997                     1996
                                                            ----                     ----                     ----

<S>                                                <C>                    <C>                       <C>
Income (loss) from operations                      $      95,280          $        97,369           $      (17,505)

Equity in losses from limited partnerships            (1,010,334)                (334,756)                 (29,329)
                                                      ----------              -----------              -----------
Net loss                                           $    (915,054)         $      (237,387)          $      (46,834)
                                                      ==========              ===========              ===========
Net loss allocated to:
  General partner                                  $      (9,151)         $        (2,374)          $         (468)
                                                      ==========              ===========              ===========
  Limited partners                                 $    (905,903)         $      (235,013)          $      (46,366)
                                                      ==========              ===========              ===========
Net loss per limited partner unit                  $      (41.18)         $        (13.01)          $       (26.83)
                                                      ==========              ===========              ===========
Outstanding weighted limited partner units                22,000                   18,063                    1,728
                                                      ==========              ===========              ===========

                                                            1998                     1997                     1996
                                                            ----                     ----                     ----
Net cash provided by (used in):
  Operating activities                             $     297,891          $        94,732           $        4,010
  Investing activities                                (2,534,648)             (10,409,130)              (2,544,473)
  Financing activities                                   147,325               12,304,718                6,457,121
                                                      ----------              -----------              -----------
Net change in cash and cash equivalents               (2,089,432)               1,990,320                3,916,658
Cash and cash equivalents, beginning of period         5,906,978                3,916,658                        -
                                                      ----------              -----------              -----------
Cash and cash equivalents, end of period           $   3,817,546          $     5,906,978           $    3,916,658
                                                      ==========              ===========              ===========

                                                            1998                     1997                     1996
                                                            ----                     ----                     ----
Federal                                                       81                       20                       38
State                                                          -                        -                        -
                                                      ----------              -----------              -----------
Total                                              $          81          $            20           $           38
                                                      ==========              ===========              ===========
</TABLE>
Item 7. Management's  Discussion and Analysis of Financial Condition and Results
of Operation

Financial Condition

The Partnership's  assets at December 31, 1998 consisted primarily of $3,818,000
in cash and aggregate  investments in the thirteen Local Limited Partnerships of
$15,574,000.  Liabilities  at December 31, 1998 were  $1,658,000  due to limited
partnerships,  $110,000  of  accrued  annual  management  fees,  and  $11,000 of
expenses  paid by an  affiliate  of the  General  Partner or due to the  General
Partner or affiliate.

Results of Operations

Year Ended  December 31, 1998  Compared to Year Ended  December  31,  1997.  The
Partnership's  net loss  for 1998 was  $(915,000),  reflecting  an  increase  of
$678,000  from the net loss  experienced  in 1997.  The  increase in net loss is
primarily  due to an increase in equity in losses from limited  partnerships  of
$675,000,  an increase in operating expenses of $8,000, offset by an increase in
interest income of $5,000.

Year Ended  December 31, 1997  Compared to Year Ended  December  31,  1996.  The
Partnership's  net loss  for 1997 was  $(237,000),  reflecting  an  increase  of
$190,000  from the net loss  experienced  in 1996.  The  increase in net loss is
primarily  due to an increase in equity in losses from limited  partnerships  of
$305,000,  operating  expenses  increased by $95,000 and these were offset by an
increase in interest income of $210,000.

                                       9
<PAGE>
Cash Flows

Year Ended  December 31, 1998 Compared to Year Ended December 31, 1997. Net cash
used  in  1998  was  $(2,089,000),  compared  to net  cash  provided  in 1997 of
$1,990,000.  The change was primarily due to a decrease in capital contributions
of  $14,214,000,  a decrease in cash  collected on notes  receivable of $12,000.
These decreases in cash collected were offset by a decrease in offering costs of
$1,801,000,  a decrease in advances  from the General  Partner or  affiliate  of
$267,000, a decrease in cash expended on investing activities of $7,874,000,  an
increase in distributions  from limited  partnerships of $4,000,  an increase in
accrued fees and expenses due to the General Partner and affiliate of $41,000, a
decrease  in  operating  costs paid to third  parties of $8,000,  an increase in
interest income of $6,000, and an increase in interest received of $149,000.

Year Ended  December 31, 1997 Compared to Year Ended December 31, 1996. Net cash
provided in 1997 was $1,990,000,  compared to $3,917,000 in 1996. The change was
due  primarily  to  an  increase  in  cash  used  for  investing  activities  of
$7,588,000, an increase in cash spent on offering costs of $947,000, an increase
in advances from the General  Partner and affiliate of $267,000,  an increase in
due from affiliates of $277,000, an increase in cash paid to the General Partner
and affiliate for fees and expenses of $30,000,  an increase in operating  costs
paid to third  parties of $21,000,  and an increase  in interest  receivable  of
$72,000.  Offset by an  increase  in capital  contributions  of  $6,875,000,  an
increase in  collections  on notes  receivable  of $187,000,  and an increase in
interest income of $210,000.

The Partnership  expects its future cash flows,  together with its net available
assets at December 31, 1998, to be  sufficient to meet all currently  forseeable
future cash requirements.

Impact of Year 2000

WNC & Associates, Inc.

Status of Readiness

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

Non-IT Systems. The Partnership also relies on the non-IT systems of WNC. Non-IT
systems  include  machinery and  equipment  such as  telephones,  voice mail and
electronic  postage  equipment.  Except  for one  telephone  system,  the non-IT
systems of WNC are year 2000  compliant.  The one telephone  system will require
the replacement of one computer and one software application, both of which will
be completed on or before October 1, 1999.

Service  Providers.  WNC also  relies on the IT and  non-IT  systems  of service
providers. Service providers include utility companies,  financial institutions,
telecommunications carriers,  municipalities, and other outside vendors. WNC has
obtained verbal assurances from its material service providers (electrical power
provider,  financial institutions and telecommunications carriers) that their IT
and non-IT systems are year 2000 compliant.  There can be no assurance that this
compliance  information  is  correct.  There also can be no  assurance  that the
systems of other,  less-important  service providers and outside vendors will be
year 2000 compliant.

Costs to Address Year 2000 Issues

The cost to address  year 2000  issues for WNC has been less than  $20,000.  The
cost to replace the telephone  system noted above will be less than $5,000.  The
cost to deal with potential year 2000 issues of other outside  vendors cannot be
estimated at this time.

                                       10

<PAGE>
Risk of Year 2000 Issues

The most  reasonable and likely result from non-year 2000  compliance of systems
of the service  providers  noted above will be the disruption of normal business
operations for WNC. This disruption would, in turn, lead to delays in performing
reporting and fiduciary responsibilities on behalf of the Partnership. The worst
case scenario would be the replacement of a service provider. These delays would
likely  be  temporary  and  would  likely  not  have a  material  effect  on the
Partnership or WNC.

Local Limited Partnerships

Status of Readiness

WNC is in the  process of  obtaining  year 2000  certifications  from each Local
General Partner of each Local Limited  Partnership.  Those  certifications  will
represent  to the  Partnership  that the IT and non-IT  systems  critical to the
operation of the Housing Complexes and investor reporting to the Partnership are
year 2000 compliant. These certifications will also represent to the Partnership
that the IT and non-IT  systems of property  management  companies,  independent
accountants,    electrical   power   providers,   financial   institutions   and
telecommunications  carriers used by the Local Limited Partnership are year 2000
compliant.

There can be no assurance that the representations in the certifications will be
correct.   There  also  can  be  no   assurance   that  the  systems  of  other,
less-important  service  providers  and  outside  vendors,  upon which the Local
Limited Partnerships rely, will be year 2000 compliant.

Costs to Address Year 2000 Issues

There  will be no cost to the  Partnership  as a result of  assessing  year 2000
issues for the Local Limited Partnerships.  The cost to deal with potential year
2000 issues of the Local Limited Partnerships cannot be estimated at this time.

Risk of Year 2000 Issues

There may be Local  General  Partners who indicate  that they or their  property
management  company are not year 2000  compliant and do not have plans to become
year 2000  compliant  before the end of 1999.  There may be other Local  General
Partners who are  unwilling to respond to the  certification  request.  The most
likely result of either non-compliance or failure to respond will be the removal
and  replacement  of the property  management  company  and/or the Local General
Partner with year 2000 compliant operators.

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

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

NOT APPLICABLE

Item 8.  Financial Statements and Supplementary Data

                                       11
<PAGE>



               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS



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



We have audited the accompanying balance sheet of WNC Housing Tax Credit Fund V,
L.P.,  Series 4 (a California  Limited  Partnership)  (the  "Partnership") as of
December 31, 1998, and the related  statements of operations,  partners'  equity
(deficit) and cash flows for the year then ended. These financial statements are
the  responsibility of the Partnership's  management.  Our  responsibility is to
express  an  opinion  on  these  financial  statements  based  on our  audit.  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 Partnerships  investment in limited
partnerships  audited by other auditors  represented  60% of the total assets of
the Partnership at December 31, 1998. 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 audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance   about  whether  the  financial   statements  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that our audit and the  reports  of the  other  auditors  provide a
reasonable basis for our opinion.

In our opinion,  based on our audit and the reports of the other  auditors,  the
financial statements referred to above present fairly, in all material respects,
the  financial  position of WNC  Housing  Tax Credit  Fund V, L.P.,  Series 4 (a
California Limited  Partnership) as of December 31, 1998, and the results of its
operations  and its cash  flows  for the year then  ended,  in  conformity  with
generally accepted accounting principles.





                                             /s/ BDO SEIDMAN, LLP
                                             BDO SEIDMAN, LLP


Orange County, California
July 30, 1999


                                       12
<PAGE>


                          INDEPENDENT AUDITORS' REPORT



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


We have audited the accompanying balance sheet of WNC Housing Tax Credit Fund V,
L.P.,  Series 4 (a California  Limited  Partnership)  (the  "Partnership") as of
December 31, 1997, and the related  statements of operations,  partners'  equity
(deficit) and cash flows for the year ended December 31, 1997 and for the period
July 1, 1996 (date  operations  commenced) to December 31, 1996. These financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit. We did not audit the financial statements of the limited partnerships
in which WNC  Housing Tax Credit  Fund V, L.P.,  Series 4 is a limited  partner.
These  investments,  as discussed  in Note 3 to the  financial  statements,  are
accounted for by the equity method. The investment in these limited partnerships
represented  69% of the total  assets of WNC  Housing  Tax Credit  Fund V, L.P.,
Series 4 at December 31, 1997. A substantial portion of the financial statements
of the limited  partnerships  were audited by other  auditors whose reports have
been  furnished  to us, and our  opinion,  insofar as it relates to the  amounts
included for these limited  partnerships,  is based solely on the reports of the
other auditors.

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

In our opinion,  based on our audits and the reports of the other auditors,  the
financial statements referred to above present fairly, in all material respects,
the  financial  position of WNC  Housing  Tax Credit  Fund V, L.P.,  Series 4 (a
California Limited  Partnership) as of December 31, 1997, and the results of its
operations  and its cash flows for the year ended  December 31, 1997 and for the
period  July 1, 1996 (date  operations  commenced)  to  December  31,  1996,  in
conformity with generally accepted accounting principles.



                                             /s/ CORBIN & WERTZ
                                             CORBIN & WERTZ

Irvine, California
September 17, 1998




                                       13

<PAGE>


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

                                 BALANCE SHEETS

                           December 31, 1998 and 1997

<TABLE>
<CAPTION>
                                                                     1998               1997
                                                                     ----               ----

ASSETS
<S>                                                      <C>               <C>
Cash and cash equivalents                                $      3,817,546  $       5,906,978
Loans receivable (Note 2)                                          91,000            301,226
Due from affiliates                                                52,835            276,775
Investments in limited
  partnerships (Note 3)                                        15,573,510         14,894,897
Interest receivable                                                     -             76,622
Other assets                                                          500                500
                                                             ------------       ------------
                                                         $     19,535,391  $      21,456,998
                                                             ============       ============

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
  Payables to limited partnerships (Note 5)              $      1,657,666  $       2,880,839
  Accrued fees and expenses due to General Partner
    and affiliate (Note 4)                                        121,498             52,203
                                                             ------------       ------------

         Total liabilities                                      1,779,164          2,933,042
                                                             ------------       ------------
Commitments and contingencies (Note 8)

Partners' equity (deficit) (Note 7):
  General partner                                                 (41,497)           (32,069)
  Limited partners (25,000 units authorized, 22,000
    units issued and outstanding)                              17,797,724         18,556,025
                                                             ------------       ------------

         Total partners' equity                                17,756,227         18,523,956
                                                             ------------       ------------

                                                         $     19,535,391  $      21,456,998
                                                             ============       ============
</TABLE>

                 See accompanying notes to financial statements
                                       14
<PAGE>


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

                            STATEMENTS OF OPERATIONS

               For The Years Ended December 31, 1998 and 1997, and
                  For The Period July 1, 1996 (Date Operations
                         Commenced) to December 31, 1996

<TABLE>
<CAPTION>
                                                            1998                    1997                     1996
                                                            ----                    ----                     ----
<S>                                             <C>                     <C>                     <C>
Interest income                                 $        231,113        $        225,609        $          15,529
                                                     -----------             -----------              -----------
Operating expenses:
  Amortization (Note 3)                                   56,694                  42,034                    2,851
  Asset management fees (Note 4)                          59,351                  57,976                   23,139
  Other                                                   19,788                  28,230                    7,044
                                                     -----------             -----------              -----------
         Total operating expenses                        135,833                 128,240                   33,034
                                                     -----------             -----------              -----------

Income (loss) from operations                             95,280                  97,369                  (17,505)

Equity in losses from limited partnerships            (1,010,334)               (334,756)                 (29,329)
                                                     -----------             -----------              -----------

Net loss                                        $       (915,054)       $       (237,387)       $         (46,834)
                                                     ===========             ===========              ===========
Net loss allocable to:
  General partner                               $         (9,151)       $         (2,374)       $            (468)
                                                     ===========             ===========              ===========
  Limited partners                              $       (905,903)       $       (235,013)       $         (46,366)
                                                     ===========             ===========              ===========

Net loss per limited partner unit               $         (41.18)       $         (13.01)       $          (26.83)
                                                     ===========             ===========              ===========

Outstanding weighted limited partner units                22,000                  18,063                    1,728
                                                     ===========             ===========              ===========
</TABLE>

                 See accompanying notes to financial statements
                                       15
<PAGE>
                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)

                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

               For The Years Ended December 31, 1998 and 1997, and
                  For The Period July 1, 1996 (Date Operations
                         Commenced) to December 31, 1996
<TABLE>
<CAPTION>
                                                         General               Limited
                                                         Partner               Partners                    Total
                                                         -------               --------                    -----
<S>                                             <C>                     <C>                     <C>
Contribution from General Partner
  and initial limited partner                   $            100        $            900        $           1,000

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

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

Sale of limited partnership units issued
  for promissory notes receivable (Note 7)                     -                (187,000)                (187,000)

Net loss                                                    (468)                (46,366)                 (46,834)
                                                      ----------             -----------              -----------
Partners' equity (deficit) at
  December 31, 1996                                      (11,401)              7,062,107                7,050,706

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

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

Sale of limited partnership units issued
  for promissory notes receivable (Note 7)                     -                (175,000)                (175,000)

Collection on notes receivable                                 -                 187,000                  187,000

Net loss                                                  (2,374)               (235,013)                (237,387)
                                                      ----------             -----------              -----------
Partners' equity (deficit) at
  December 31, 1997                                      (32,069)             18,556,025               18,523,956

Offering expenses                                           (277)                (27,398)                 (27,675)

Collection on notes receivable                                 -                 175,000                  175,000

Net loss                                                  (9,151)               (905,903)                (915,054)
                                                      ----------             -----------              -----------
Partners' equity (deficit) at
  December 31, 1998                             $        (41,497)       $     17,797,724        $      17,756,227
                                                      ==========             ===========              ===========
</TABLE>
                 See accompanying notes to financial statements
                                       16
<PAGE>
                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)

                            STATEMENTS OF CASH FLOWS

               For The Years Ended December 31, 1998 and 1997, and
                  For The Period July 1, 1996 (Date Operations
                         Commenced) to December 31, 1996
<TABLE>
<CAPTION>
                                                            1998                    1997                     1996
                                                            ----                    ----                     ----
<S>                                            <C>                     <C>                     <C>
Cash flows from operating activities:
  Net loss                                     $        (915,054)      $        (237,387)      $          (46,834)
  Adjustments to reconcile net loss to net
    cash provided by operating activities:
      Amortization                                        56,694                  42,034                    2,851
      Equity in losses from limited
        partnerships                                   1,010,334                 334,756                   29,329
      Change in accrued fees and
        expenses due to General Partner
        and affiliate                                     69,295                  27,976                   23,139
      Change in interest receivable                       76,622                 (72,147)                  (4,475)
      Change in other assets                                   -                    (500)                       -
                                                 ---------------         ---------------         ----------------

  Net cash provided by operating activities              297,891                  94,732                    4,010
                                                 ---------------         ---------------         ----------------

Cash flows from investing activities:
  Investments in limited partnerships, net            (2,934,293)             (8,910,195)              (1,822,912)
  Due from affiliates                                    223,940                (276,775)                       -
  Distributions from limited partnerships                  3,744                       -                        -
  Loans receivable                                       210,226                (174,845)                (100,226)
  Capitalized acquisition cost and fees                  (38,265)             (1,047,315)                (621,335)
                                                ----------------         ---------------         ----------------

  Net cash used in investing activities               (2,534,648)            (10,409,130)              (2,544,473)
                                                ----------------         ---------------         ----------------

Cash flows from financing activities:
  Capital contributions from partners                          -              14,214,275                7,339,555
  Offering costs                                         (27,675)             (1,829,388)                (882,434)
  Collection on notes receivable                         175,000                 187,000                        -
  Advances from General Partner and
    affiliate                                                  -                (267,169)                       -
                                                 ---------------         ---------------         ----------------

  Net cash provided by financing activities              147,325              12,304,718                6,457,121
                                                 ---------------         ---------------         ----------------
Net increase (decrease) in cash and cash
  equivalents                                         (2,089,432)              1,990,320                3,916,658

Cash and cash equivalents, beginning of
  period                                               5,906,978               3,916,658                        -
                                                 ---------------         ---------------         ----------------

Cash and cash equivalents, end of period       $       3,817,546       $       5,906,978       $        3,916,658
                                                 ===============         ===============         ================
</TABLE>

Continued
                                       17
<PAGE>


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

                      STATEMENTS OF CASH FLOWS - CONTINUED

               For The Years Ended December 31, 1998 and 1997, and
                  For The Period July 1, 1996 (Date Operations
                         Commenced) to December 31, 1996

<TABLE>
<CAPTION>



                                              1998                    1997                1996
                                              ----                    ----                ----
<S>                               <C>                     <C>                  <C>
SUPPLEMENTAL DISCLOSURE OF
  CASH FLOW INFORMATION:

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

</TABLE>

SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES:

     During the year ended  December 31, 1998 and the period ended  December 31,
     1996, the Partnership incurred, but did not pay, $574,471 and $4,267,232 of
     payables  to limited  partnerships  respectively  (in  connection  with its
     investments in limited partnerships).

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

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

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

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

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








                 See accompanying notes to financial statements
                                       18

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

                          NOTES TO FINANCIAL STATEMENTS

               For The Years Ended December 31, 1998 and 1997, and
                  For The Period July 1, 1996 (Date Operations
                         Commenced) To December 31, 1996

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

WNC Housing Tax Credit Fund V, L.P., Series 4, a California Limited  Partnership
(the "Partnership"),  was formed on July 26, 1995 under the laws of the state of
California, and commenced operations on July 1, 1996. The Partnership was formed
to  invest  primarily  in  other  limited  partnerships  and  limited  liability
companies (the "Local Limited  Partnerships") which own and operate multi-family
housing  complexes  (the  "Housing  Complex")  that are  eligible for low income
housing 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 "General Partner"), a
California  limited  partnership.  Wilfred N.  Cooper,  Sr.,  through the Cooper
Revocable Trust,  owns 66.8% of the outstanding stock of WNC. John B. Lester was
the original  limited partner of the  Partnership  and owns,  through the Lester
Family Trust, 28.6% 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 on July 11, 1997 at which
time 22,000 Units representing  subscriptions in the amount of $21,914,830,  net
of discount of $79,550 for volume purchases and $5,620 for dealer discounts, had
been accepted.  The General  Partner has a 1% interest in operating  profits and
losses,  taxable income and losses and in 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 4) from the  remainder,  any  additional  sale or  refinancing
proceeds will be distributed 90% to the limited partners (in proportion to their
respective investments) and 10% to the General Partner.

Risks and Uncertainties

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.

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

               For The Years Ended December 31, 1998 and 1997, and
                  For The Period July 1, 1996 (Date Operations
                         Commenced) To December 31, 1996

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

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 in the transferability of Units, and it
is unlikely that a market for Units will develop.  All management decisions will
be made by the General Partner.

Method of Accounting for Investments in Limited Partnerships

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

Losses from Local  Limited  Partnerships  allocated to the  Partnership  are not
recognized to the extent that the  investment  balance  would be adjusted  below
zero.

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  14.5%
(including sales commissions) of the total offering proceeds.  Offering expenses
are  reflected  as a reduction  of limited  partners'  capital  and  amounted to
$2,960,328 and $2,932,653 as of December 31, 1998 and 1997, respectively.

Use of Estimates

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

                                       20
<PAGE>
                 WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

               For The Years Ended December 31, 1998 and 1997, and
                  For The Period July 1, 1996 (Date Operations
                         Commenced) To December 31, 1996

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Cash and Cash Equivalents

The  Partnership   considers  all  highly  liquid   investments  with  remaining
maturities of three months or less when  purchased to be cash  equivalents.  The
Partnerships  had cash equivalents of $0 and $5,650,595 at December 31, 1998 and
1997.

Concentration of Credit Risk

As of December 31, 1998,  the  Partnership  maintained  cash balances at certain
financial institutions in excess of the federally insured maximum.

Net Loss Per Limited Partner Unit

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

Reporting Comprehensive Income

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

Reclassifications

Certain  prior  year  balances  have been  reclassified  to  conform to the 1998
presentation.

NOTE 2 - LOANS RECEIVABLE

Loans  receivable  represent  amounts loaned by the Partnership to certain Local
Limited  Partnerships  in which the  Partnership  may  invest.  These  loans are
generally applied against the first capital  contribution due if the Partnership
ultimately invests in such entities.  In the event that the Partnership does not
invest in such  entities,  the loans are to be repaid  with  interest  at a rate
which is equal  to the rate  charged  to the  holder.  Loans  receivable  with a
balance of $110,000 at December 31, 1997 were collectible from one Local Limited
Partnership,  which was  acquired in 1998.  Loans  receivable  with a balance of
$100,226  at  December  31,  1997  were   collectible  from  one  Local  Limited
Partnership and were repaid to the Partnership in 1998.  Loans receivable with a
balance of $91,000 at December  31,  1998 and 1997,  were  collectible  from one
Local  Limited  Partnership  and has not been  repaid to the  Partnership  as of
December 31, 1998.

                                       21
<PAGE>
                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

               For The Years Ended December 31, 1998 and 1997, and
                  For The Period July 1, 1996 (Date Operations
                         Commenced) To December 31, 1996

NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS

As of December 31,  1998,  the  Partnership  has  acquired  limited  partnership
interests  in 13 Local  Limited  Partnerships,  each of which  owns one  Housing
Complex  consisting of an aggregate of 752 apartment  units.  As of December 31,
1998  construction or  rehabilitation of 3 of the Housing Complexes was still in
process.  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 49.5% of such
amounts.

The  Partnership's  investments  in limited  partnerships  as  reflected  in the
balance sheets at December 31, 1998 and 1997, are  approximately  $2,840,000 and
$4,273,000,  respectively, greater than the Partnership's equity as shown in the
Local Limited Partnerships'  financial statements.  This difference is primarily
due to acquisition, selection, and other costs related to the acquisition of the
investments which have been capitalized in the Partnership's  investment account
and to capital  contributions  payable to the  limited  partnerships  which were
netted  against  partner  capital in the Local Limited  Partnerships'  financial
statements (see Note 5).

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

Distributions  received by limited  partners are accounted for as a reduction of
the investment balance.  Distributions received after the investment has reached
zero are  recognized as income.  During 1998,  no  investment  accounts in Local
Limited Partnerships had reached a zero balance.

Following is a summary of the equity method activity of the investments in Local
Limited Partnerships for the years ended December 31:
<TABLE>
<CAPTION>
                                                                  1998                    1997
                                                                  ----                    ----

<S>                                                   <C>                     <C>
Investments per balance sheet, beginning of year      $     14,894,897        $      6,700,570

Capital contributions paid, net                              1,277,728               6,194,337

Capital contributions payable                                  433,392               1,329,465

Capitalized acquisition fees and costs                          38,265               1,047,315

Distributions received                                          (3,744)                      -

Equity in losses of limited partnerships                    (1,010,334)               (334,756)

Amortization of paid acquisition fees and costs                (56,694)                (42,034)
                                                         -------------           -------------
Investments per balance sheet, end of year            $     15,573,510        $     14,894,897
                                                         =============           =============

</TABLE>
                                       22
<PAGE>
                 WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

               For The Years Ended December 31, 1998 and 1997, and
                  For The Period July 1, 1996 (Date Operations
                         Commenced) To December 31, 1996

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 in
interest expense.  Approximate combined condensed financial information from the
individual  financial  statements of the individual  financial statements of the
Local Limited  Partnerships as of December 31 and for the years then ended is as
follows:

                        COMBINED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                    1998                    1997
                                                                                    ----                    ----
ASSETS

<S>                                                                        <C>                     <C>
Buildings and improvements, net of accumulated depreciation
  for 1998 and 1997 of $1,292,000 and $409,000, respectively            $     30,282,000        $     28,089,000
Land                                                                           2,344,000               2,262,000
Construction in progress                                                       1,244,000                 545,000
Other assets (including due from related parties at
  December 31, 1998 and 1997 of $322,000 and
  $36,000, respectively)                                                       3,288,000               2,247,000
                                                                           -------------           -------------
                                                                        $     37,158,000        $     33,143,000
                                                                           =============           =============
LIABILITIES

Mortgage and construction loans payable                                 $     18,217,000        $     17,372,000
Other liabilities (including due to related parties at December 31,
  1998 and 1997 of $2,765,000 and $2,238,000, respectively)                    3,305,000               2,476,000
                                                                           -------------           -------------
                                                                              21,522,000              19,848,000
                                                                           -------------           -------------
PARTNERS' CAPITAL

WNC Housing Tax Credit Fund V, L.P., Series 4                                 12,734,000              10,622,000
WNC Housing Tax Credit Fund V, L.P., Series 3                                  2,391,000               2,021,000
Other partners                                                                   511,000                 652,000
                                                                           -------------           -------------
                                                                              15,636,000              13,295,000
                                                                           -------------           -------------
                                                                        $     37,158,000        $     33,143,000
                                                                           =============           =============

</TABLE>
                                       23
<PAGE>
                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

               For The Years Ended December 31, 1998 and 1997, and
                  For The Period July 1, 1996 (Date Operations
                         Commenced) To December 31, 1996

NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued

                   COMBINED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                         1998                    1997
                                                         ----                    ----
<S>                                         <C>                     <C>
Revenues                                    $       2,333,000       $         944,000

Expenses:
  Operating expenses                                1,821,000                 667,000
  Interest expense                                    808,000                 333,000
  Depreciation and amortization                       924,000                 347,000
                                                 ------------            ------------
Total expenses                                      3,553,000               1,347,000
                                                 ------------            ------------

Net (loss)                                  $      (1,220,000)      $        (403,000)
                                                 ============            ============

Net (loss) allocable to the Partnership     $      (1,010,000)      $        (335,000)
                                                 ============            ============

Net (loss) recorded by the Partnership      $      (1,010,000)      $        (335,000)
                                                 ============            ============
</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.

NOTE 4 - RELATED PARTY TRANSACTIONS

As of December 31, 1997,  due from  affiliates  consisted of an  overpayment  of
commissions  totaling $65,875 and an advance to an affiliate for the purchase of
a certain Local Limited Partnership  interest totaling $210,900.  As of December
31,  1998,  due from  affiliates  consisted  of an  overpayment  of  commissions
totaling $52,835.

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

     Acquisition fees of up to 7.5% of the gross proceeds from the sale of Units
     as compensation for services rendered in connection with the acquisition of
     Local  Limited  Partnerships.  As  of  December  31,  1998  and  1997,  the
     Partnership   incurred   acquisition   fees  of   $1,571,597.   Accumulated
     amortization  of these  capitalized  costs was  $93,984  and  $41,592 as of
     December 31, 1998 and 1997, respectively.

     Reimbursement  of costs incurred by the General  Partner in connection with
     the acquisition of Local Limited  Partnerships.  These  reimbursements have
     not  exceeded 1% of the gross  proceeds.  As of December 31, 1998 and 1997,
     the  Partnership  incurred  acquisition  costs of  $156,589  and  $118,324,
     respectively,   which  have  been  included  in   investments   in  limited
     partnerships. Accumulated amortization was $7,595 and $3,293 as of December
     31, 1998 and 1997, respectively.

                                       24


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

               For The Years Ended December 31, 1998 and 1997, and
                  For The Period July 1, 1996 (Date Operations
                         Commenced) To December 31, 1996


NOTE 4 - RELATED PARTY TRANSACTIONS, continued

     An annual asset  management  fee equal to the greater  amount of (i) $2,000
     for each housing complex,  or (ii) 0.275% of the gross proceeds.  In either
     case,  the fee will be decreased or increased  annually based on changes in
     the Consumer  Price  Index.  However,  in no event will the maximum  amount
     exceed 0.2% of the invested  assets (defined as the  Partnership's  capital
     contributions  plus  reserves  of  the  Partnership  of up  to 5% of  gross
     proceeds plus its allocable percentage of the mortgage debt encumbering the
     housing  complexes) of the Local Limited  Partnerships.  Management fees of
     $59,351,  $57,976  and  $23,139  were  incurred  for  1998,  1997 and 1996,
     respectively,  of which $30,000 was paid during 1997.  No  management  fees
     were paid during 1996 or 1998.

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

The accrued fees and expenses due to General  Partner and affiliates  consist of
the following at December 31:
                                             1998                    1997
                                             ----                    ----

Asset management fee payable     $        110,466        $         51,115

Advances from WNC                          11,032                   1,088
                                     ------------            ------------

                                 $        121,498        $         52,203
                                     ============            ============

NOTE 5 - PAYABLES TO LIMITED PARTNERSHIPS

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

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 - SUBSCRIPTIONS AND NOTES RECEIVABLE

The  Partnership  had  received   subscriptions  for  175  units  consisting  of
promissory  notes of  $175,000  as of  December  31,  1997,  all of  which  were
collected in 1998. As of December 31, 1996, the  Partnership  had  subscriptions
for 1,049 units consisting of receivables of $861,250, net of discounts of $750,
and promissory notes of $187,000,  all of which were collected in 1997.  Limited
partners who  subscribed for ten or more units of limited  partnership  interest
($10,000) could elect to pay 50% of the purchase price in cash upon subscription
and the  remaining  50% by the  delivery  of a  promissory  note  payable,  with
interest  at the rate of 9.75% per annum and due no later  than 13 months  after
the subscription date.

                                       25
<PAGE>
                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

               For The Years Ended December 31, 1998 and 1997, and
                  For The Period July 1, 1996 (Date Operations
                         Commenced) To December 31, 1996

NOTE 8 - SUBSEQUENT EVENTS

Subsequent to December 31, 1998, the Partnership  acquired one additional  Local
Limited  Partnership  interest  which  committed the  Partnership  to additional
capital  contributions of $414,000, of which $0 has been advanced as of December
31, 1998.

















                                       26
<PAGE>
Item  9.  Changes  in and  Disagreements  With  Accountants  on  Accounting  and
Financial Disclosure

(a)(1)

(i)      On December 16, 1998, Corbin & Wertz,  Irvine, California was dismissed
         as the Partnership's principal independent accountant.

(ii)     During the last two fiscal  years of the  Partnership,  the  reports of
         Corbin & Wertz  respecting the financial  statements of the Partnership
         did not contain an adverse opinion or a disclaimer of opinion, nor were
         any such reports  qualified or modified as to uncertainty,  audit scope
         or accounting principles.

(iii)    The decision to change accountants was approved by the board of direct-
         ors of WNC & Associates, Inc., the general partner of the Partnership.

(iv)     During the last two fiscal years and  subsequent  interim period of the
         Partnership there were no disagreements  between Corbin & Wertz and the
         Partnership  on any  matter  of  accounting  principles  or  practices,
         financial statement  disclosure,  or auditing scope or procedure of the
         nature  described  in Item  304(a)(1)(iv)  of  Securities  and Exchange
         Commission Regulation S-K.

(v)      During the last two fiscal years and  subsequent  interim period of the
         Partnership  there were no reportable events of the nature described in
         Item 304(a)(1)(v) of Securities and Exchange Commission Regulation S-K.

(a)(2)

On December 16, 1998, BDO Seidman,  LLP,  Costa Mesa,  California was engaged as
the Partnership's principal independent  accountant.  During the last two fiscal
years and subsequent interim period of the Partnership,  the Partnership did not
consult BDO Seidman,  LLP regarding (i) either,  the  application  of accounting
principles to a specified  transaction;  or the type of audit opinion that might
be rendered on the Partnership's  financial statements,  or (ii) any matter that
was  the  subject  of a  disagreement  (as  defined  in  Item  304(a)(1)(iv)  of
Securities and Exchange Commission Regulation S-K) or was a reportable event (as
defined in Item  304(a)(1)(v) of Securities and Exchange  Commission  Regulation
S-K).

PART III.

Item 10. Directors and Executive Officers of the Registrant

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

Directors and Executive Officers of WNC & Associates, Inc.

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

Wilfred N. Cooper,  Sr., age 68, is the founder,  Chief Executive  Officer 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.

                                       27
<PAGE>
John B. Lester, Jr., age 65, is President, a Director, Secretary and a member of
the  Acquisition  Committee  of WNC &  Associates,  Inc.,  and a Director of WNC
Capital  Corporation.  Mr. Lester has 27 years of experience in engineering  and
construction  and has been involved in real estate  investment  and  acquisition
activities since 1986 when he joined the Sponsor. Previously, he was Chairman of
the Board and Vice President or President of E & L Associates,  Inc., a provider
of engineering and construction  services to the oil refinery and  petrochemical
industries,  which  he  co-founded  in  1973.  Mr.  Lester  graduated  from  the
University of Southern  California in 1956 with a Bachelor of Science  degree in
Mechanical Engineering.

Wilfred N. Cooper,  Jr., age 36, is Executive Vice  President,  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 46, is Senior 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.

Michael L. Dickenson, age 42, is Vice President and Chief Financial Officer, and
a member of the  Acquisition  Committee  of WNC &  Associates,  Inc.,  and Chief
Financial Officer of WNC Management,  Inc. He has been involved with acquisition
and  investment  activities  with  respect to real estate  since 1985.  Prior to
joining the Sponsor in March 1999, he was the Director of Financial  Services at
TrizecHahn  Centers Inc., a developer  and operator of  commercial  real estate,
from 1995 to 1999,  a Senior  Manager  with E&Y  Kenneth  Leventhal  Real Estate
Group, Ernst & Young, LLP, from 1988 to 1995, and Vice President of Finance with
Great Southwest  Companies,  a commercial and residential real estate developer,
from  1985 to 1988.  Mr.  Dickenson  is a  member  of the  Financial  Accounting
Standards  Committee for the National  Association of Real Estate  Companies and
the  American  Institute  of  Certified  Public  Accountants,  and a Director of
HomeAid  Southern  California,  a charitable  organization  affiliated  with the
building  industry.  He  graduated  from  Texas Tech  University  in 1978 with a
Bachelor of Business  Administration  -  Accounting  degree,  and is a Certified
Public Accountant in California and Texas.

Thomas J. Riha, age 44, is Vice President - Asset Management and a member of the
Acquisition  Committee  of WNC &  Associates,  Inc.  and a  Director  and  Chief
Executive  Officer  of WNC  Management,  Inc.  Mr.  Riha  has been  involved  in
acquisition  and investment  activities  with respect to real estate since 1979.
Prior to joining the  Sponsor in 1994,  Mr.  Riha was  employed by Trust  Realty
Advisor, a real estate acquisition and management company,  last serving as Vice
President - Operations. Mr. Riha graduated from the California State University,
Fullerton  in 1977 with a  Bachelor  of Arts  degree  (cum  laude)  in  Business
Administration  with a  concentration  in Accounting  and is a Certified  Public
Accountant  and  a  member  of  the  American   Institute  of  Certified  Public
Accountants.

Sy P. Garban,  age 53, is Vice  President - National  Sales of WNC & Associates,
Inc.  and has been  employed by the  Sponsor  since  1989.  Mr.  Garban has been
involved in real estate  investment  activities since 1978. Prior to joining the
Sponsor he served as  Executive  Vice  President  of MRW,  Inc.,  a real  estate
development  and management  firm.  Mr. Garban is a member of the  International
Association of Financial  Planners.  He graduated from Michigan State University
in 1967 with a Bachelor of Science degree in Business Administration.

N. Paul Buckland,  age 36, is Vice President - Acquisitions of WNC & Associates,
Inc. He has been involved in real estate acquisitions and investments since 1986
and has been employed with WNC & Associates,  Inc. since 1994. Prior to that, he
served on the  development  team of the Bixby Ranch that  constructed  apartment
units and Class A office space in California and  neighboring  states,  and as a
land  acquisition  coordinator with Lincoln Property Company where he identified
and analyzed multi-family  developments.  Mr. Buckland graduated from California
State  University,  Fullerton  in 1992  with a  Bachelor  of  Science  degree in
Business Finance.

                                       28
<PAGE>

David Turek, age 44, 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 62, 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.

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)      Acquisition  Fees.  Acquisition  fees in an amount equal to 7.5% of the
         gross  proceeds  of  the  Partnership's   Offering  ("Gross  Proceeds")
         allocable to each of the Local Limited  Partnerships.  Through December
         31,  1998,  the  aggregate   amount  of   acquisition   fees  paid  was
         approximately $1,571,600.

(b)      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
         indebtedness related to the Housing Complexes. Asset management fees of
         $59,351 were  incurred for the year ended 1998, of which none were paid
         in 1998.

(d)      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.

(e)      Acquisition Expense. Acquisition expenses are reimbursed to the General
         Partner for expenses  associated  with the acquisition of Local Limited
         Partnerships.  The  reimbursements  will not  exceed  1% of the  "Gross
         Proceeds". As of December 31, 1998 the Partnership incurred acquisition
         expense reimbursements of $156,589.

(f)      Interest in Partnership. The General Partner will receive 1% of the Low
         Income Housing  Credits.  The General  Partner was allocated Low Income
         Housing  Credits of $17,771 for the year ended  December 31, 1998.  The
         General Partners are also entitled to receive 1% of cash distributions.
         There were no  distributions  of cash to the General Partner during the
         year ended December 31, 1998.


                                       29

<PAGE>


Item 12.  Security Ownership of Certain Beneficial Owners and Management

(a)  Security Ownership of Certain Beneficial Owners

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

(b)  Security Ownership of Management

     Neither the General  Partner,  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.

(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.




                                       30

<PAGE>
PART IV

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

Financial Statements

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

         Report of Independent Certified Public Accountants
         Independent Auditors' Report
         Balance Sheets, December 31, 1998 and 1997
         Statements of Operations for  the  years  ended  December 31, 1998  and
           1997, and the period July 1, 1996 (Date operations commenced) through
           December 31, 1996.
         Statements  of  Partners' Equity for the years ended  December 31, 1998
           and 1997,  and  the period July 1, 1996 (Date  operations  commenced)
           through December 31, 1996.
         Statements  of  Cash  Flows  for  the years ended December 31, 1998 and
           1997, and the period July 1, 1996 (Date operations commenced  through
           December 31, 1996.
         Notes to Financial Statements

(a)(2)   Financial statement schedule included in Part IV herof:

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

 (b)     Reports on Form 8-K.

1.       A  Form  8-K dated  December 16, 1998 was  filed  on  December 22, 1998
         reporting the dismissal of the  Partnership's  former  auditors and the
         engagement of new auditors.  No financial statements were included.

(c)      Exhibits.

3.1      Articles of incorporation and by-laws: The registrant is  not  incorpor
         ated. The Partnership Agreement is included as Exhibit 2.1 to the Form
         8-A12G dated May 5, 1996.

3.2      First Amendment to Agreement of Limited Partnership included as Exhibit
         2.2 to the Form 8-A12G dated May 5, 1996.

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

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

10.3     Agreement of Limited Partnership of Ashford Place, a  Limited  Partner-
         ship filed as exhibit 10.1 to Form 8-K Current Report dated January 27,
         1997 is herein incorporated by reference as exhibit 10.3

10.4     Amended and Restated  Agreement of Limited  Partnership  of Lamar Plaza
         Apts.,  L. P. filed as  exhibit 10.2 to Form  8-K Current  Report dated
         January 27, 1997 is herein incorporated by reference as exhibit 10.4.

                                       31
<PAGE>

10.5     Amended and Restated Agreement of Limited Partnership of Woodland, Ltd.
         filed as exhibit 10.3 to Form 8-K Current Report dated January 27, 1997
         is herein incorporated by reference as exhibit 10.5.

10.6     Amended and Restated  Agreement of  Limited  Partnership of Mesa  Verde
         Apartments Limited  Partnership  filed  as  exhibit  10.1  to  Form 8-K
         Current Report dated March 6, 1997 is herein incorporated  by reference
         as exhibit 10.6.

10.7     Amended and Restated Agreement of Limited Partnership of Hilltop Apart-
         ments,  Ltd.  filed as  exhibit 10.1 to Form 8-K Current  Report  dated
         April 27, 1997 is herein incorporated by reference as exhibit 10.7.

10.8     Amended and Restated Agreement of Limited Partnership of Mountain Vista
         Associates  Limited  Partnership  filed  as  exhibit  10.1 to Form  8-K
         Current Report dated May 27, 1997 is herein  incorporated  by reference
         as exhibit 10.8.

10.9     Amended  and Restated Agreement of Limited Partnership  of Belen  Vista
         Associates Limited Partnership filed as exhibit 10.1 to  Form 8-K  Cur-
         rent  Report dated May 5, 1997 is here in incorporated by  reference as
         exhibit 10.9.

10.10    Amended  and  Restated  Agreement  of Limited  Partnership of Greyhound
         Associates I, Limited  Partnership  filed  as  exhibit 10.1 to Form 8-K
         Current Report dated May 20, 1997 is herein  incorporated by  reference
         as exhibit 10.10.

(d)      Financial statement schedule follows, as set forth in subsection (a)(2)
         hereof.


                                       32
<PAGE>




              REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON
                          FINANCIAL STATEMENT SCHEDULE





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


The audit  referred to in our report dated July 30,  1999,  relating to the 1998
financial  statements  of WNC  Housing  Tax Credit  Fund V, L.P.,  Series 4 (the
"Partnership"),  which is  contained  in Item 8 of this Form 10-K,  included the
audit of the accompanying  financial statement schedule. The financial statement
schedule  is  the   responsibility   of  the   Partnership's   management.   Our
responsibility  is to express an opinion on this  financial  statement  schedule
based upon our audit.

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


                                              /s/ BDO SEIDMAN, LLP
                                              BDO SEIDMAN, LLP

Orange County, California
July 30, 1999




                                       33



<PAGE>
WNC Housing Tax Credit Fund V, L.P. Series 4
Schedule III
Real Estate Owned by Local Limited Partnerships
<TABLE>
<CAPTION>
                                              --------------------------------------------------------------------------------------
                                                                             As of December 31, 1998
                                              --------------------------------------------------------------------------------------
                                              Partnership's Total   Amount of    Encumbrances of                             Net
                                              Investment in Local   Investment   Local Limited  Property and  Accumulated    Book
Partnership Name             Location         Limited Partnerships  Paid to Date Partnerships   Equipment     Depreciation   Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>              <C>                <C>             <C>           <C>            <C>        <C>
Ashford Place, a Limited     Shawnee,
Partnership                  Oklahoma         $      2,317,000   $  2,069,000    $ 2,435,000   $  5,065,000   $ 127,000  $ 4,938,000

Belen Vista Associates,      Belen,
Limited Partnership          New Mexico                416,000        416,000      1,539,000      1,771,000     118,000    1,653,000

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

Cleveland Apartments L.P.    Coffeyville,
                             Kansas                    552,000        397,000        654,000        841,000      17,000      824,000

Cresent City Apartments      Cresent City,
                             California              1,192,000        715,000      1,976,000      2,972,000     271,000    2,701,000

Hilltop Apartments Ltd.      Prairie View,
                             Texas                     121,000         72,000        447,000        583,000      22,000      561,000

Greyhound Associates         Windsor,
I, L.P.                      Missouri                  642,000        578,000        633,000      1,362,000      34,000    1,328,000

Lamar Plaza Apts., L.P.      Lamar,
                             Missouri                  738,000        716,000        864,000      1,697,000      56,000    1,641,000

Mesa Verde Apartments        Roswell,
Limited Partnership          New Mexico              3,941,000      3,846,000      2,459,000      6,161,000     185,000    5,976,000

Mountain Vista Associates    Los Alamos,
Limited Partnership          New Mexico                315,000        315,000      1,444,000      1,574,000      91,000    1,483,000

North Central Limited        New York,
Partnership                  New York                  758,000        500,000         75,000        441,000           -      441,000

Woodland, Ltd.               Marion,
                             Alabama                 1,288,000      1,158,000      1,296,000      2,533,000      92,000    2,441,000

</TABLE>


                                       34
<PAGE>

WNC Housing Tax Credit Fund V, L.P. Series 4
Schedule III
Real Estate Owned by Local Limited Partnerships
<TABLE>
<CAPTION>
                                              --------------------------------------------------------------------------------------
                                                                             As of December 31, 1998
                                              --------------------------------------------------------------------------------------
                                              Partnership's Total   Amount of    Encumbrances of                             Net
                                              Investment in Local   Investment   Local Limited  Property and  Accumulated    Book
Partnership Name             Location         Limited Partnerships  Paid to Date Partnerships   Equipment     Depreciation   Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>              <C>                <C>            <C>           <C>           <C>         <C>
Wynwood Place,               Raleigh, North
Limited Partnership          Carolina                534,000          374,000        554,000       873,000            -      873,000
                                                  ----------       ----------     ----------    ----------    ---------   ----------
                                              $   15,325,000     $ 13,667,000   $ 18,217,000  $ 35,162,000  $ 1,292,000 $ 33,870,000
                                                  ==========       ==========     ==========    ==========    =========   ==========


</TABLE>




                                       35




<PAGE>


WNC Housing Tax Credit Fund V, L.P. Series 4
Schedule III
Real Estate Owned by Local Limited Partnerships
<TABLE>
<CAPTION>

                             -------------------------------------------------------------------------------------------
                                                        For the year ended December 31, 1998
                             -------------------------------------------------------------------------------------------
                                                                          Year
                                                                         Investment                    Estimated Useful
Partnership Name                      Rental Income           Net Loss   Acquired       Status         Life (Years)
------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                 <C>                 <C>        <C>                         <C>
Ashford Place, a Limited
Partnership                         $     301,000       $    (191,000)      1996       Completed                     40

Belen Vista Associates,
Limited Partnership                       326,000             (21,000)      1997       Completed                   27.5

Blessed Rock of El Monte                  656,000            (111,000)      1996       Completed                     40

Cleveland Apartments L.P.                  84,000            (219,000)      1998          1999                     27.5

Cresent City Apartments                   148,000            (120,000)      1996       Completed                   27.5

Hilltop Apartments Ltd.                    62,000              (4,000)      1997       Completed                     30

Greyhound Associates I, L.P.               59,000             (21,000)      1997       Completed                     40

Lamar Plaza Apts., L.P.                    46,000             (47,000)      1997       Completed                     40

Mesa Verde Apartments
Limited Partnership                       227,000            (372,000)      1997       Completed                     40

Mountain Vista Associates
Limited Partnership                       227,000              (9,000)      1997       Completed                   27.5

North Central Limited
Partnership                                     -                   -       1998          2000       Under Construction

Woodland, Ltd.                             85,000             (72,000)      1997       Completed                     40

Wynwood Place, Limited
Partnership                                     -             (33,000)      1998          1999       Under Construction
                                        ---------            ---------
                                    $   2,221,000       $  (1,220,000)
                                        =========           =========


</TABLE>
                                       36


<PAGE>


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

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


By:  WNC & Associates, Inc.   General Partner



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

Date: August 11, 1999


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



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

Date: August 11, 1999



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

Date: August 11, 1999



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

Date: August 11, 1999



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

Date: August 11, 1999





                                       37