FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)

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

For the fiscal year ended December 31, 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: 0-21895


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

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

California                                                   33-6163848

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

                                 (714) 662-5565

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

Title of Securities                                Exchanges on which Registered

NONE                                                         NONE



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

UNITS OF LIMITED PARTNERSHIP INTEREST

<PAGE>


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

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




                       DOCUMENTS INCORPORATED BY REFERENCE

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

NONE


<PAGE>

PART I.

Item 1.  Business

Organization

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

As of the  close of the  public  offering,  January  21,  1996 a total of 18,000
Limited Partnership Interests representing $17,565,135 had been sold.

The general partner of the  Partnership is WNC & Associates,  Inc. (the "General
Partner"  or  "Associates").  The  business  of  the  Partnership  is  conducted
primarily through the General Partner as Series 3 has no employees of its own.

Description of Business

The Partnership's principal business is to provide its Limited Partners with Low
Income Housing Credits. The Partnership's  principal business therefore consists
of investing as a limited  partner in Local Limited  Partnerships  each of which
will own and  operate an  apartment  complex  ("Apartment  Complex")  which will
qualify for the federal Low Income Housing Credit. In general, under Section 42,
an owner of a low-income  housing  project is entitled to receive the Low Income
Housing  Credit in each year of a ten-year  period (the  "Credit  Period").  The
Apartment  Complex is subject to a 15-year  compliance  period (the  "Compliance
Period").

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

                                       1
<PAGE>

As of December  31,  1998,  the  Partnership  had  invested in 18 Local  Limited
Partnerships. Each of these Local Limited Partnerships owns an Apartment Complex
that is or is expected to be eligible for the Low Income Housing Credit.  All of
the Local Limited  Partnerships also benefit from government  programs promoting
low- or moderate-income housing.

The Partnership's  investments in Local Limited  Partnerships are subject to the
risks incident to the management and ownership of low-income  housing and to the
management  and ownership  multifamily  residential  real estate.  Some of these
risks are that the Low Income Housing Credit could be recaptured and neither the
Partnership's  investments  nor the Apartment  Complexes  owned by Local Limited
Partnerships will be readily marketable. Additionally, there can be no assurance
that the  Partnership  will be able to  dispose  of its  interests  in the Local
Limited  Partnerships  at the end of the  Compliance  Period.  The  value of the
Partnership's  investments  could be subject to  changes in  national  and local
economic conditions,  including unemployment  conditions,  which could adversely
impact vacancy levels, rental payment defaults and operating expenses.  This, in
turn,  could  substantially  increase  the  risk  of  operating  losses  for the
Apartment Complexes and the Partnership. The Apartment Complexes will be subject
to loss through  foreclosure.  In addition,  each Local Limited  Partnership  is
subject to risks relating to  environmental  hazards which might be uninsurable.
Because the Partnership's ability to control its operations will depend on these
and other  factors  beyond the  control  of the  General  Partner  and the Local
General Partners,  there can be no assurance that Partnership operations will be
profitable or that the  anticipated Low Income Housing Credits will be available
to Limited Partners.

As of December  31,  1998,  all 18 of the  Apartment  Complexes  acquired by the
Partnership  were completed and in operation.  The Apartment  Complexes owned by
the Local  Limited  Partnerships  in which the  Partnership  has  invested  were
developed by the Local  General  Partners who acquired the sites and applied for
applicable mortgages and subsidies. The Partnership became the principal limited
partner  in  these  Local   Limited   Partnerships   pursuant  to   arm's-length
negotiations  with  the  Local  General  Partners.  As a  limited  partner,  the
Partnership's  liability for  obligations  of each Local Limited  Partnership is
limited  to its  investment.  The Local  General  Partner  of the Local  Limited
Partnership  retain  responsibility for developing,  constructing,  maintaining,
operating and managing the Apartment Complex.

                                       2
<PAGE>

Following is recap of the status of the 18 Apartment  Complexes  owned by the 18
Limited Partnerships invested in by the Partnership:

            SCHEDULE OF PROJECTS OWNED BY LOCAL LIMITED PARTNERSHIPS
                   IN WHICH THE PARTNERSHIP HAS AN INVESTMENT
                             AS OF DECEMBER 31, 1998

                                  No. of              Units          Percentage
Name & Location                    Units           Occupied           Occupancy

Alliance Apartments I              19                   16              84%
 Alliance, Nebraska
Blessed Rock of El Monte          137                  136              99%
 El Monte, California
Broadway Apartments                78                   65              83%
 Hobbs, New Mexico
Cascade Pines, L.P., II           375                  311              85%
 Atlanta, Georgia
Curtis Associates I                12                    7              58%
 Curtis, Nebraska
Escatawpa Village Associates       32                   32             100%
 Escatawpa, Mississippi
Evergreen Apartments I             76                   52              68%
 Tulsa, Oklahoma
Hastings Apartments I              18                   15              83%
 Hastings, Nebraska
Heritage Apartments I              30                   30             100%
 Berkeley, Montana
Hillcrest Associates               28                   27              96%
 Ontario, Oregon
Patten Towers, L.P. II            221                  217              98%
 Chattanooga, Tennessee

Prairieland Prop of Syracuse II     8                    8             100%
 Syracuse, Kansas
Raymond S. King Apts.              23                   23             100%
 Greensboro, North Carolina
Rosedale Limited Partnership       32                   30              94%
 Silver City, New Mexico
Shepherd South Apts. I             24                   24             100%
 Shepherd, Texas
Solomon Associates I, L.P.         16                   16             100%
 Solomon, Kansas
Talladega Co. Housing Ltd.         30                   29              97%
 Talladega, Alabama
The Willows Apartments             36                   36             100%
 Morganton, North Carolina       
                                 ------             ---------     -------------

                                1,195                1,074              90%
                                =====                =====              ===
        
                                        3
<PAGE>


Item 2.  Properties

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


Item 3.  Legal Proceedings

None.


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

None.

PART II.

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

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

At December 31, 1998, there were 860 Limited  Partners in the  Partnership.  The
Partnership was not designed to provide cash  distributions  to Limited Partners
in  circumstances  other than  refinancing or disposition of its  investments in
Local  Partnerships.  The Limited Partners invested in the Partnership  received
Low Income Housing Credits per Unit as follows:

         1996              $ 91
         1997              $ 83
         1998              $130

Item 6.  Selected Financial Data

         OMITTED
         Note  to  Reader.  Some  of  the  limited  partnerships  in  which  the
         Partnership has investments have yet to provide final audited financial
         statements  and other  information  as required  under the terms of the
         respective partnership agreements.  That information is critical to the
         completion of the  Partnership's  required  disclosures  in this Annual
         Report on Form 10K,  including  information on the underlying  property
         investments,   the  Partnership's  financial  statements  and  required
         supplementary  schedules.  Every  effort is being  made to obtain  this
         information and the registrant will file an amended Form 10K as quickly
         as possible.

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

        OMITTED
        See the Note to Reader in Part II, Item 6.

                                       4
<PAGE>

Impact of Year 2000

The General  Partner has assessed the  Partnership's  exposure to date sensitive
computer  systems that may not be operative  subsequent  to 1999. As a result of
this  assessment,  the  General  Partner  has  executed a plan to  minimize  the
Partnership's  exposure to financial loss and/or  disruption of normal  business
operations  that may  occur  as a result  of Year  2000  non-compliant  computer
systems.

Business Computer Systems

These systems include both computer hardware and software  applications relating
to operations such as financial reporting. The Partnership does not maintain its
own systems and thus utilizes the computer systems of the General  Partner.  The
General Partner  developed a compliance  plan for each of its business  computer
systems,  with  particular  attention  given to  critical  systems.  The General
Partner  contracted  with an outside  vendor to  evaluate,  test and repair such
systems.  The assessment  consisted of determining the compliance with Year 2000
of critical  computer hardware and software.  Incidences of non-compliance  were
found with respect to computer  software  applications  and were corrected.  The
vendor found no instances of non-compliance with respect to computer hardware.

The Local General  Partners and/or property  management  companies  maintain the
business  computer  systems that relate to the  operations  of the Local Limited
Partnerships.  The  General  Partner is in the  process of  obtaining  completed
questionnaires   from  such  Local  General  Partners  and  property  management
companies to assess their  respective Year 2000  readiness.  The General Partner
intends to  identify  those  Local  General  Partners  and  property  management
companies  that have systems  critical to the  operations  of the Local  Limited
Partnerships that are not Year 2000 compliant.  For those Local General Partners
and property  management  companies which have business  computer  systems which
will not be Year 2000 compliant prior to December 31, 1999 and where the lack of
such  compliance  is  determined  to have a  potential  material  effect  on the
Partnership's financial condition and results of operations, the General Partner
intends  to  develop  contingency  plans  which may  include  changing  property
management companies.

Outside Vendors

The General  Partner has obtained  assurances  from its  suppliers of electrical
power and banking and telecommunication services that their critical systems are
all Year 2000 compliant.  There exists,  however,  inherent uncertainty that all
systems of outside vendors or other third parties on which the General  Partner,
and thus the Partnership, and the Local General Partners and property management
companies,  and thus the  Local  Limited  Partnerships,  rely  will be Year 2000
compliant. Therefore, the Partnership remains susceptible to the consequences of
third party critical computer systems being non-compliant.

Personal Computers

The General  Partner has  determined  that its  personal  computers  and related
software critical to the operations of the Partnership are Year 2000 compliant.



                                       5
<PAGE>


Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

      NONE.


Item 8.  Financial Statements and Supplementary Data

     OMITTED.
     See the Note to Reader in Part II, Item 6.

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) 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,  as of and
          for the years ended December 31, 1997 and 1996.

               (iii) The  decision  to change  accountants  was  approved by the
          board of directors of the General Partner.

               (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 February 3, 1999, 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).

                                       6
<PAGE>

ITEM 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 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.

     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.

                                       7
<PAGE>

     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 - 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 Reporting 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.

     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 by 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 which
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.

 
                                      8
<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)  Selection  fees in an  amount  equal  to 8% of the  gross  proceeds  of the
Partnership's   Offering   ("Gross   Proceeds").   Through  December  31,  1998,
approximately $966,000 of selection fees had been incurred by the Partnership.

(b) A  nonaccountable  expense  reimbursement  in an amount equal to 1% of Gross
Proceeds.  Through December 31, 1998,  approximately  $180,000 of nonaccountable
expense reimbursement has been incurred the Partnership.

(c) An  annual  asset  management  fee in an  amount  equal  to the  greater  of
(i)$2,000 for each  Apartment  Complex or (ii) 0.275% of gross  proceeds.  Asset
management  fees of $49,500,  $49,500 and $49,500 were incurred during the years
ended December 31, 1998, 1997 and December 31, 1996, respectively.

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

(e) The General  Partner was  allocated Low Income  Housing  Credits of $23,558,
$15,146 and $15,146 for the year ended December 31, 1998, 1997and 1996.

                                       9
<PAGE>


Item 12.  Security Ownership of Certain Beneficial Owners and Management

         Security Ownership of Certain Beneficial Owners(1)


                   Name and Address                Amount and
Title of Class     of Beneficial Owner             Nature of             Percent
                                                   Beneficial Owner     of Class
--------------------------------------------------------------------------------
Units of Limited   Enova Financial , Inc             4,560 units          25.3%
Partnership        P.O. Box 126943                    
Interests          San Diego, CA  92113-6943                           
                                              

Units of Limited   Western Financial Savings Bank    1,068 units           5.9%
Partnership        23 Pasteur
                   Irvine, CA  92718

The above are the only persons known to own  beneficially in excess of 5% of the
outstanding units.

(b)      Security Ownership of Management

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

(c)      Changes in Control

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

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


Item 13.  Certain Relationships and Related Transactions

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

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<PAGE>

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

Financial Statements

        OMITTED
        See the Note to Reader in Part II, Item 6.

Exhibits

(3) Articles of incorporation  and by-laws:  The registrant is not incorporated.
The Partnership  Agreement is included as Exhibit B to the Prospectus,  filed as
Exhibit 28.1 to Form 10-K dated December 31, 1995 is hereby  incorporated herein
by reference as exhibit 3.

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

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

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

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

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

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

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

                                       11
<PAGE>



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

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

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

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

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



REPORTS ON 8-K.


Form 8K Current Report was filed December 22, 1998
 
                                    12
<PAGE>


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

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

By:    WNC & Associates, Inc.       General Partner



By:    /s/    John B. Lester, Jr.
      -----------------------------------------------------
John B. Lester, Jr.        President of WNC & Associates, Inc.
Date: April 14, 1999



By:   /s/    Michael L. Dickenson
-----------------------------------------------------  
Michael   L.   Dickenson
Vice-President - Chief Financial Officer of WNC & Associates, Inc.
Date: April 14, 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: April 14, 1999
 


By:    /s/    John B. Lester, Jr.
     -----------------------------------------------------
John B. Lester, Jr.        Secretary of the Board of WNC & Associates, Inc.
Date: April 14, 1999



By:    /s/   David N. Shafer
     -----------------------------------------------------
David N. Shafer            Director of WNC & Associates, Inc.
Date: April 14, 1999



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