UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K/A





(Mark
One)





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





For the
year ended March 31, 2009





OR





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





For the
transition period from __________ to __________





Commission
file number: 0-21895





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


(Exact
name of registrant as specified in its charter)





California
            33-6163848(State
      or other jurisdiction of
            (I.R.S.
      Employerincorporation
      or organization)
            Identification
      No.)17782
      Sky Park CircleIrvine,
      CA
            92614-6404(Address
      of principal executive offices)
            (Zip
      Code)





(714)
662-5565


(Telephone
Number)





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





NONE





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





UNITS OF
LIMITED PARTNERSHIP INTEREST


(Title of
Class)





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


X





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


X











Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


X





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





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




Large accelerated
      filer _______
              Accelerated filer
      _______
              Non-accelerated
      filer X
              Smaller reporting
      company _______


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


X





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





INAPPLICABLE




DOCUMENTS
INCORPORATED BY REFERENCE





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





NONE





EXPLANATORY
NOTE





WNC
Housing Tax Credit Fund V, L.P., Series 3, is filing this amendment to its
Annual Report on Form 10-K for the period ended March 31, 2009 to file the
required certifications 31.1 and 31.2 in the exact form prescribed in Item
601(b)(31) of Regulation S-K.  The amendment also includes updates in
Part IV and the certifications 32.1 and 32.2, to reflect that the document is an
amendment to the Form 10-K.  Additionally the originally filed Form
10-K did not have the electronic signature on the Report of the Independent
Registered Public Accounting Firm and as such a new opinion will be filed with
this Form 10-K/A.





This Form
10-K/A does reflect events occurring after the filing of the original Form 10-K
filed with the Securities and Exchange Commission on January 8, 2010, therefore
the disclosures for subsequent events have been modified or
updated.  Except as described above, the Partnership has not modified
or updated other disclosures or information presented in the original Form
10-K.











PART
I.





Item
1.  Business





Organization





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





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





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





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





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





Description
of Business





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





In
general, in order to avoid recapture of Low Income Housing Tax Credits, the
Partnership does not expect that it will dispose of its interests in Local
Limited Partnerships (“Local Limited Partnership Interests”) or approve the sale
by any Local Limited Partnership of its Housing Complex prior to the end of the
applicable Compliance Period.  Because of (i) the nature of the
Housing Complexes, (ii) the difficulty of predicting the resale market for low
income housing and (iii) the ability of government lenders to disapprove of
transfer, it is not possible at this time to predict whether the liquidation of
the Partnership's assets and the disposition of the proceeds, if any, in
accordance with the Partnership's Agreement of Limited Partnership, dated March
28, 1995 (“Partnership Agreement”), will be accomplished
promptly at the end of the Compliance Period.  If a Local Limited
Partnership is unable to sell its Housing Complex, it is anticipated that the
Local General Partner will either continue to operate such Housing Complex or
take such other actions as the Local General Partner believes to be in the best
interest of the Local Limited Partnership.  Notwithstanding the
preceding, circumstances beyond the control of the General Partner or the Local
General Partners may occur during the Compliance Period, which would require the
Partnership to approve the disposition of a Housing Complex prior to the end
thereof, possibly resulting in recapture of Low Income Housing Tax
Credits.




3


The
Partnership originally invested in eighteen Local Limited Partnerships, two of
which had been sold or otherwise disposed of as of March 31,
2009.  Each of these Local Limited Partnerships owns or owned a single
Housing Complex that was eligible for the Low Income Housing Tax
Credits.  Certain Local Limited Partnerships may also benefit from
additional government programs promoting low- or moderate-income
housing.





Exit
Strategy





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





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





Expiration
      Date for 15-year compliance periodLocal
      Limited Partnership Name
            15-year
              Expiration
      DateAlliance
      Apartments I Limited Partnership
            2010Blessed
      Rock of El Monte
            2012Broadway
      Apartments, Limited Partnership
            2013Curtis
      Associates I, L.P.
            2012Escatawpa
      Village Associates, Limited Partnership
            2011Hastings
      Apartments I, Limited Partnership
            2011Heritage
      Apartments I, L.P.
            2012Hillcrest
      Associates, A Limited Partnership
            2011Patten
      Towers, L.P. II
            2011Prairieland
      Properties of Syracuse II, L.P.
            2012Raymond
      S. King Apartments Limited Partnership
            2011Rosedale
      Limited Partnership
            2011Shepherd
      South Apartments I, Ltd.
            2010Solomon
      Associates I, L.P.
            2012Talladega
      County Housing Ltd.
            2011The
      Willows Apartments, L.P.
            2011





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





Upon
identifying those Housing Complexes with the highest potential for a successful
sale, refinancing or syndication, the Partnership expects to proceed with
efforts to liquidate them. The objective is to maximize the Limited Partners’
return wherever possible and, ultimately, to wind down the Partnership. Local
Limited Partnership Interests may be disposed of any time by the General Partner
in its discretion.  While liquidation of the Housing Complexes
continues to be evaluated, the dissolution of the Partnership was not imminent
as of March 31, 2009.  As of March 31, 2009 none of the Housing
Complexes had completed the 15 year compliance period.




4




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





Prior to
March 31, 2009, the Partnership sold the Housing Complex of two Local Limited
Partnerships, Cascade Pines II, L.P. (“Cascade Pines”) and Evergreen Apartments
I Limited Partnership, (“Evergreen”).





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





After
receiving a passing inspection score from HUD in January 2009, one Local Limited
Partnership, Patten Towers L.P. II (“Patten Towers”), has not yet had its annual
HUD inspection for 2010.  The property is currently in good standing with
HUD at this point, but is subject to an annual HUD inspection. HUD has the
authority to revoke their housing assistance program (“HAP”) with Patten Towers
and thereby suspend all rental assistance for the tenants of Patten Towers if an
acceptable inspection score is not received.    If HUD were to revoke
the HAP contract then most of the current tenants would be unable to make their
rental payments thereby denying Patten Towers with the necessary monthly revenue
it needs to pay all costs and expenses.  The property was listed for
sale with a national brokerage firm from July of 2008 thru September
2009.   To date, no acceptable offers had been presented.,
therefore when the listing contract expired it was not renewed.  The
Partnership is currently reviewing its options and will decide at a later date
if they want to relist the property.   The Partnership did not
anticipate proceeds from the sale. Any sale transaction contemplated would
require that the property maintain compliance with the Section 42 tax credit
provisions, thereby avoiding recapture of any previously claimed tax credits. As
of March 31, 2009, the Partnership’s investment balance in Patten Towers was
$0.   The tax credit compliance period for this property ends December
31, 2011.





As of
December 23, 2009, the Partnership has identified one Local Limited Partnership,
Raymond S. King Apartments L.P. (“Raymond S. King”) for
disposition.   Raymond S. King was sold on December 31, 2009 to
one of the Local General Partners who purchased the limited partner interest for
$1.  Raymond S. King was appraised with a value of $28,000 and the
outstanding mortgage debt was $781,939 at December 31, 2008.  The
Partnership received $1 for its limited partner interest in this Local Limited
Partnership. The Partnerships net investment balance in this Local Limited
Partnership was zero at the time of the sale.  The Partnership paid
$5,725 in expenses related to the disposition of Raymond S. King, therefore a
loss on sale of Local Limited Partnership in the amount of $5,724 will be
recorded during the year ended March 31, 2010.  In order for the Local
General Partner to agree to buy this limited partner interest, the Partnership
has paid $32,478 to Raymond S. King to pay for the preparation of the 2009
annual audit and tax return, bring the property taxes current and fund a reserve
account for the estimated cash short fall for the coming year.  The
Partnership did not have sufficient cash on hand to pay Raymond S. King,
therefore the Partnership’s General Partner and/or its affiliate has advanced
the necessary cash to the Partnership in order to fulfill its commitment to pay
the $32,478 to Raymond S. King.





The Local
Limited Partnership will complete its 15-year compliance period in 2011;
therefore there is a risk of tax credit recapture.  The last year in
which Low Income Housing Tax Credits were generated by this Local Limited
Partnership was 2007.  The maximum exposure of recapture along with
the interest and penalties related to the recapture is $177,700 which equates to
$9.87 per Partnership Unit.  The executed Purchase Agreement states
that Raymond S. King must remain in compliance with Section 42 of the IRS code.
Until the completion of the Compliance Period, the purchaser must furnish the
Partnership with certain reports proving that the Housing Complex is still in
compliance with the IRS code.




5


Item
1A.  Risk Factors





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




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





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





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





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





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


·
            the
      Partnership disposed of its interest in a Local Limited Partnership during
      the Compliance Period.





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





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





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





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




6




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




·
            an
      unlimited amount of passive income, which is income from entities such as
      the Partnership, and


·
            $25,000
      in income from other sources.





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





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





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





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





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





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






7




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




·
            Obtaining
      tenants for the Housing Complexes.  Government regulations limit
      the types of people who can rent subsidized housing. These regulations may
      make it more difficult to rent the residential units in the Housing
      Complexes.


·
            Obtaining
      rent increases.  In many cases rents can only be increased with
      the prior approval of the subsidizing
agency.


·
            Limitations
      on cash distributions.  The amount of cash that may be
      distributed to owners of subsidized Housing Complexes is less than the
      amount that could be earned by the owners of non-subsidized Housing
      Complexes.


·
            Limitations
      on sale or refinancing of the Housing Complexes.  A Local
      Limited Partnership may be unable to sell its Housing Complex or to
      refinance its mortgage loan without the prior approval of the subsidizer.
      The subsidizer may withhold such approval in the discretion of the
      subsidizer. Approval may be subject to conditions, including the condition
      that the purchaser continues to operate the property as affordable housing
      for terms which could be as long as 30 years or more. In addition, any
      prepayment of a mortgage may result in the assessment of a prepayment
      penalty.


·
            Limitations
      on transfers of interests in Local Limited Partnerships.  The
      Partnership may be unable to sell its interest in a Local Limited
      Partnership without the prior approval of the subsidizer.  The
      subsidizer may withhold such approval in the discretion of the
      subsidizer.  Approval may be subject to
    conditions.


·
            Limitations
      on removal and admission of Local General Partners.  The
      Partnership may be unable to remove a Local General Partner from a Local
      Limited Partnership except for cause, such as the violation of the rules
      of the subsidizer.  Regulations may prohibit the removal of a
      Local General Partner or permit removal only with the prior approval of
      the subsidizer.  Regulations may also require approval of the
      admission of a successor Local General Partner even upon the death or
      other disability of a Local General
Partner.


·
            Limitations
      on subsidy payments. Subsidy payments may be fixed in amount and subject
      to annual legislative appropriations. The rental revenues of a Housing
      Complex, when combined with the maximum committed subsidy, may be
      insufficient to meet obligations. Congress or the state legislature, as
      the case may be, may fail to appropriate or increase the necessary
      subsidy.  In those events, the mortgage lender could foreclose
      on the Housing Complex unless a workout arrangement could be
      negotiated.


·
            Possible
      changes in applicable regulations.  Legislation may be enacted
      which adversely revises provisions of outstanding mortgage
      loans.  Such legislation has been enacted in the
      past.


·
            Limited
      Partners may not receive distributions if Housing Complexes are
      sold.  There is no assurance that Limited Partners will receive
      any cash distributions from the sale or refinancing of a Housing
      Complex.  The price at which a Housing Complex is sold may not
      be high enough to pay the mortgage and other expenses which must be paid
      at such time.  If that happens, a Limited Partner’s return may
      be derived only from the Low Income Housing Tax Credits and tax
      losses.





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






8




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





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





Fluctuating economic conditions can
reduce the value of real estate. The Partnership’s principal business
objective is providing its Limited Partners with Low Income Housing Tax Credits,
not the generation of gains from the appreciation of real estate held by the
Local Limited Partnerships.    In its financial statements,
the Partnership has carried its investments in Local Limited Partnerships at
values reflecting the sum of the total amount of the remaining future Low Income
Housing Tax Credits estimated to be allocated to the Partnership and the
estimated residual value to the Partnership of its interests in the Local
Limited Partnerships.  As of March 31, 2009 and 2008, the Partnership
had reduced the carrying amount to $0 with respect to sixteen and fourteen,
respectively, of its investments.





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





·
            the
      general and local job market,


·
            the
      availability and cost of mortgage
financing,


·
            monetary
      inflation,


·
            tax,
      environmental, land use and zoning
policies,


·
            the
      supply of and demand for similar
properties,


·
            neighborhood
      conditions,


·
            the
      availability and cost of utilities and
water.





A loss in
value of an investment in a Local Limited Partnership, other than a temporary
decline, is recorded by the Partnership in its financial statements as an
impairment loss. Impairment is measured by comparing the Partnership’s carrying
amount in the investment to the sum of the total amount of the remaining future
Low Income Housing Tax Credits estimated to be allocated to the Partnership and
the estimated residual value to the Partnership. For the years ended March 31,
2009, 2008 and 2007, impairment expense related to investments in Local Limited
Partnerships was $1,115,739, $559,408 and $2,336,855, respectively.




9


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





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





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





·
            the
      determination of which depends on future factual
      circumstances,


·
            which
      are peculiar to individual Limited Partners,
or


·
            which
      are not customarily the subject of an
opinion.





The more
significant of these matters include:





·
            allocating
      purchase price among components of a property, particularly as between
      buildings and fixtures, the cost of which is depreciable, and the
      underlying land, the cost of which is not
  depreciable,


·
            characterizing
      expenses and payments made to or by the Partnership or a Local Limited
      Partnership,


·
            identifying
      the portion of the costs of any Housing Complex which qualify for historic
      and other tax credits,


·
            applying
      to any specific Limited Partner the limitation on the use of tax credits
      and tax losses.  Limited Partners must determine for themselves
      the extent to which they can use tax credits and tax losses,
      and


·
            the
      application of the alternative minimum tax to any specific Limited
      Partner, or the calculation of the alternative minimum tax by any Limited
      Partner.  The alternative minimum tax could reduce the tax
      benefits from an investment in the
Partnership.





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





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





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





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





·
            the
      amount of cash the Limited Partner invests in the Partnership,
      and


·
            the
      Limited Partner’s share of Partnership qualified nonrecourse
      financing.





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




10




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





·
            the
      sales proceeds plus the amount of indebtedness secured by the Housing
      Complex, and


·
            the
      adjusted basis for the Housing Complex. The adjusted basis for a Housing
      Complex is its original cost, plus capital expenditures, minus
      depreciation.





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





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


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





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





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





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





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





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





·
            between
      the Limited Partners and the General
Partner,


·
            among
      the Limited Partners, or


·
            between
      the Partnership and a Local General
Partner.





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




11




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





·
            unused
      passive losses from the Partnership or other investments,
    or


·
            current
      passive losses from other
investments.





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





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





·
            should
      be deductible over a longer period of time or in a later
    year,


·
            are
      excessive and may not be capitalized or deducted in
  full,


·
            should
      be capitalized and not deducted, or


·
            may
      not be included as part of the basis for computing tax
      credits.





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





·
            the
      eligible basis of a Housing Complex used to compute Low Income Housing Tax
      Credits,


·
            the
      adjusted basis of a Housing Complex used to compute
      depreciation,


·
            the
      correct deduction of fees,


·
            the
      amortization of organization and offering expenses and start-up
      expenditures.





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





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





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





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





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




12


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





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





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





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





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





·
            remove
      the General Partner and elect a replacement general
    partner,


·
            amend
      the Partnership Agreement,


·
            terminate
      the Partnership.





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





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





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





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




13




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





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





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





The
Partnership’s accrued payables consist primarily of the asset management fees
payable to the General Partner.  These accrued payables increased by
approximately $49,500 for each of the years ended March 31 2009, 2008 and 2007,
respectively.  The Partnership’s future contractual cash obligations
consist solely of its obligations to pay future annual asset management
fees.  These will equal approximately $49,500 per year through the
termination of the Partnership, which must occur no later than December 31,
2050.  Though the amounts payable to the General Partner and/or its
affiliates are contractually  currently payable,  the
Partnership  anticipates that the General Partner and/or its
affiliates will not require the payment of these
contractual  obligations until capital reserves are in excess of the
aggregate of the
existing  contractual  obligations  and
anticipated future foreseeable  obligations of the
Partnership.  The Partnership would be adversely affected should the
General Partner and/or its affiliates demand current payment of the existing
contractual obligations and or suspend services for this or any other
reason.





Associates
agreed to continue providing advances sufficient enough to fund the operations
and working capital requirements of the Partnership through June 30,
2011.





Item
1B.  Unresolved Staff Comments





Not
Applicable




14


Item
2. Properties





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





As
      of March 31, 2009
              
              
              As
      of December 31, 2008Local
      Limited Partnership Name
              
              Location
              
              General
      Partner
                Name
              
              Partnership's
      Total
                Investment
      in Local Limited Partnerships
              
              
              Amount
      of Investment Paid to Date
              
              
              Number
                of
      Units
              
              
              Estimated
      Aggregate Low Income Housing Tax Credits (1)
              
              
              Mortgage
      Balances of
                Local
      Limited PartnershipsAlliance
      Apartments I Limited Partnership
              
              Alliance,
      Nebraska
              
              Retro
      Development, Inc.
              
              $
              604,000
              
              
              $
              604,000
              
              
              
              19
              
              
              $
              363,000
              
              
              $
              320,000Blessed
      Rock of El Monte
              
              El
      Monte, California
              
              Everland,
      Inc.
              
              
              2,511,000
              
              
              
              2,511,000
              
              
              
              137
              
              
              
              4,404,000
              
              
              
              3,347,000Broadway
      Apartments, Limited Partnership
              
              Hobbs,
      New Mexico
              
              Trianon
      - Broadway, LLC, a New Mexico Limited Liability Company
              
              
              2,029,000
              
              
              
              2,029,000
              
              
              
              78
              
              
              
              2,335,000
              
              
              
              1,196,000Curtis
      Associates I, L.P.
              
              Curtis,
      Nebraska
              
              Joseph
      A. Shepard and Kenneth M. Vitor
              
              
              88,000
              
              
              
              88,000
              
              
              
              12
              
              
              
              156,000
              
              
              
              409,000Escatawpa
      Village Associates, Limited Partnership
              
              Escatawpa,
      Mississippi
              
              Clifford
      E. Olsen
              
              
              249,000
              
              
              
              249,000
              
              
              
              32
              
              
              
              458,000
              
              
              
              864,000Hastings
      Apartments I, Limited Partnership
              
              Hastings,
      Nebraska
              
              Retro
      Development, Inc. of Oklahoma and Most Worshipful Prince Hall Grand
      Lodge
              
              
              542,000
              
              
              
              542,000
              
              
              
              18
              
              
              
              1,005,000
              
              
              
              140,000Heritage
      Apartments I, L.P.
              
              Berkeley,
      Missouri
              
              Joseph
      A. Shepard and Kenneth M. Vitor
              
              
              752,000
              
              
              
              752,000
              
              
              
              30
              
              
              
              1,333,000
              
              
              
              626,000Hillcrest
      Associates, A Limited Partnership
              
              Ontario,
      Oregon
              
              Riley
      J. Hill
              
              
              354,000
              
              
              
              354,000
              
              
              
              28
              
              
              
              683,000
              
              
              
              1,255,000Patten
      Towers, L.P. II (2)
              
              Chattanooga,
      Tennessee
              
              Patten
      Towers Partners, LLC
              
              
              2,154,000
              
              
              
              2,154,000
              
              
              
              221
              
              
              
              3,938,000
              
              
              
              4,229,000Prairieland
      Properties of Syracuse II, L.P.
              
              Syracuse,
      Kansas
              
              Kenneth
      M. Vitor
              
              
              85,000
              
              
              
              85,000
              
              
              
              8
              
              
              
              152,000
              
              
              
              299,000Raymond
      S. King Apartments L.P.
              
              Greensboro,
      N.C.
              
              Project
      Homestead, Inc.
              
              
              437,000
              
              
              
              437,000
              
              
              
              23
              
              
              
              883,000
              
              
              
              782,000
  15
   As
      of March 31, 2009
              
              
              As
      of December 31, 2008Local
      Limited Partnership Name
              
              Location
              
              General
      Partner
                Name
              
              Partnership's
      Total
                Investment
      in Local Limited Partnerships
              
              
              Amount
      of Investment Paid to Date
              
              
              Number
                of
      Units
              
              
              Estimated
      Aggregate Low Income Housing Tax Credits (1)
              
              
              Mortgage
      Balances of
                Local
      Limited PartnershipsRosedale
      Limited Partnership
              
              Silver
      City, New Mexico
              
              Deke
      Noftsker and ABO Corporation
              
              
              309,000
              
              
              
              309,000
              
              
              
              32
              
              
              
              547,000
              
              
              
              1,278,000Shepherd
      South Apartments I, Ltd.
              
              Shepherd,
      Texas
              
              Donald
      W. Sowell
              
              
              121,000
              
              
              
              121,000
              
              
              
              24
              
              
              
              223,000
              
              
              
              529,000Solomon
      Associates I, L.P.
              
              Solomon,
      Kansas
              
              Joseph
      A. Shepard and Kenneth M. Vitor
              
              
              138,000
              
              
              
              138,000
              
              
              
              16
              
              
              
              250,000
              
              
              
              552,000Talladega
      County Housing Ltd.
              
              Talladega,
      Alabama
              
              Apartment
      Developers, Inc. and Thomas H. Cooksey
              
              
              653,000
              
              
              
              653,000
              
              
              
              30
              
              
              
              1,200,000
              
              
              
              722,000The
      Willows Apartments Limited Partnership
              
              Morganton,
      North Carolina
              
              John
      C. Loving, Gordon D. Brown, Jr. and Western N.C. Housing
      Partnership
              
              
              841,000
              
              
              
              841,000
              
              
              
              36
              
              
              
              1,545,000
              
              
              
              1,000,000$
              11,867,000
              
              
              $
              11,867,000
              
              
              
              744
              
              
              $
              19,475,000
              
              
              $
              17,548,000





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





(2)  The
Local Limited Partnership has been identified for disposition.








16




For
      the year ended December 31, 2008Local
      Limited
              Partnership
      Name
            
            Rental
      Income
            
            
            Net
      Income (Loss)
            
            
            Low
      Income Housing Tax Credits Allocated to PartnershipAlliance
      Apartments I Limited Partnership
            
            $
            89,000
            
            
            $
            (16,000
            )
            
            99%Blessed
      Rock of El Monte
            
            
            946,000
            
            
            
            (26,000
            )
            
            49.49%Broadway
      Apartments, Limited Partnership
            
            
            417,000
            
            
            
            (87,000
            )
            
            99%Curtis
      Associates I, L.P.
            
            
            50,000
            
            
            
            (17,000
            )
            
            99%Escatawpa
      Village Associates, Limited Partnership
            
            
            189,000
            
            
            
            (58,000
            )
            
            99%Hastings
      Apartments I, Limited Partnership
            
            
            80,000
            
            
            
            (23,000
            )
            
            99%Heritage
      Apartments I, L.P.
            
            
            141,000
            
            
            
            (45,000
            )
            
            98.99%Hillcrest
      Associates, A Limited Partnership
            
            
            200,000
            
            
            
            (30,000
            )
            
            99%Patten
      Towers, L.P. II (1)
            
            
            1,459,000
            
            
            
            (1,175,000
            )
            
            99%Prairieland
      Properties of Syracuse II, L.P.
            
            
            46,000
            
            
            
            (5,000
            )
            
            99%Raymond
      S. King Apartments Limited Partnership
            
            
            53,000
            
            
            
            (70,000
            )
            
            99%Rosedale
      Limited Partnership
            
            
            181,000
            
            
            
            (29,000
            )
            
            99%Shepherd
      South Apartments I, Ltd.
            
            
            109,000
            
            
            
            7,000
            
            
            99%Solomon
      Associates I, L.P.
            
            
            84,000
            
            
            
            (12,000
            )
            
            99%Talladega
      County Housing Ltd.
            
            
            110,000
            
            
            
            (17,000
            )
            
            99%The
      Willows Apartments Limited Partnership
            
            
            154,000
            
            
            
            (11,000
            )
            
            99%$
            4,308,000
            
            
            $
            (1,614,000
            )





(1) The
Local Limited Partnership has been identified for disposition.








17




WNC
      Housing Tax Credit Fund V, L.P., Series 3Occupancy
      RatesAs
      of December 31,Local
      Limited Partnership Name
              
              Location
              
              General
      Partner
                Name
              
              2008
              
              
              2007
              
              
              2006
              
              
              2005
              
              
              2004Alliance
      Apartments I Limited Partnership
              
              Alliance,
      Nebraska
              
              Retro
      Development, Inc.
              
              
              89
              %
              
              
              100
              %
              
              
              100
              %
              
              
              95
              %
              
              
              79
              %Blessed
      Rock of El Monte
              
              El
      Monte, California
              
              Everland,
      Inc.
              
              
              100
              %
              
              
              99
              %
              
              
              100
              %
              
              
              100
              %
              
              
              100
              %Broadway
      Apartments, Limited Partnership
              
              Hobbs,
      New Mexico
              
              Trianon
      - Broadway, LLC, a New Mexico Limited Liability Company
              
              
              97
              %
              
              
              99
              %
              
              
              92
              %
              
              
              94
              %
              
              
              79
              %Cascade
      Pines, L.P. II
              
              Atlanta,
      Georgia
              
              Urban
      Residential Management, Inc., a Georgia Corporation
              
              
              N/A
              
              
              
              N/A
              
              
              
              57
              %
              
              
              51
              %
              
              
              53
              %Curtis
      Associates I, L.P.
              
              Curtis,
      Nebraska
              
              Joseph
      A. Shepard and
                Kenneth
      M. Vitor
              
              
              83
              %
              
              
              92
              %
              
              
              92
              %
              
              
              92
              %
              
              
              83
              %Escatawpa
      Village Associates, Limited Partnership
              
              Escatawpa,
      Mississippi
              
              Clifford
      E. Olsen
              
              
              100
              %
              
              
              100
              %
              
              
              100
              %
              
              
              100
              %
              
              
              100
              %Hastings
      Apartments I, Limited Partnership
              
              Hastings,
      Nebraska
              
              Retro
      Development, Inc. of Oklahoma and Most Worshipful Prince Hall Grand
      Lodge
              
              
              83
              %
              
              
              94
              %
              
              
              100
              %
              
              
              100
              %
              
              
              94
              %Heritage
      Apartments I, L.P.
              
              Berkeley,
      Missouri
              
              Joseph
      A. Shepard and
                Kenneth
      M. Vitor
              
              
              100
              %
              
              
              100
              %
              
              
              97
              %
              
              
              100
              %
              
              
              100
              %Hillcrest
      Associates, A Limited Partnership
              
              Ontario,
      Oregon
              
              Riley
      J. Hill
              
              
              93
              %
              
              
              96
              %
              
              
              96
              %
              
              
              86
              %
              
              
              79
              %Patten
      Towers, L.P. II (1)
              
              Chattanooga,
      Tennessee
              
              Patten
      Towers Partners, LLC
              
              
              96
              %
              
              
              93
              %
              
              
              86
              %
              
              
              93
              %
              
              
              93
              %
   18
  WNC
Housing Tax Credit Fund V, L.P., Series 3
 Occupancy
      RatesAs
      of December 31,Local
      Limited Partnership Name
              
              Location
              
              General
      Partner
                Name
              
              2008
              
              
              2007
              
              
              2006
              
              
              2005
              
              
              2004Prairieland
      Properties of Syracuse II, L.P.
              
              Syracuse,
      Kansas
              
              Kenneth
      M. Vitor
              
              
              88
              %
              
              
              100
              %
              
              
              100
              %
              
              
              100
              %
              
              
              100
              %Raymond
      S. King Apartments Limited Partnership
              
              Greensboro,
      North Carolina
              
              Project
      Homestead, Inc.
              
              
              83
              %
              
              
              96
              %
              
              
              100
              %
              
              
              78
              %
              
              
              57
              %Rosedale
      Limited Partnership
              
              Silver
      City, New Mexico
              
              Deke
      Noftsker and ABO Corporation
              
              
              100
              %
              
              
              88
              %
              
              
              97
              %
              
              
              94
              %
              
              
              88
              %Shepherd
      South Apartments I, Ltd.
              
              Shepherd,
      Texas
              
              Donald
      W. Sowell
              
              
              96
              %
              
              
              92
              %
              
              
              92
              %
              
              
              92
              %
              
              
              100
              %Solomon
      Associates I, L.P.
              
              Solomon,
      Kansas
              
              Joseph
      A. Shepard and Kenneth M. Vitor
              
              
              88
              %
              
              
              81
              %
              
              
              88
              %
              
              
              81
              %
              
              
              94
              %Talladega
      County Housing Ltd.
              
              Talladega,
      Alabama
              
              Apartment
      Developers, Inc. and Thomas H. Cooksey
              
              
              97
              %
              
              
              90
              %
              
              
              97
              %
              
              
              87
              %
              
              
              100
              %The
      Willows Apartments Limited Partnership
              
              Morganton,
      North Carolina
              
              John
      C. Loving, Gordon D. Brown, Jr. and Western N.C. Housing
      Partnership
              
              
              100
              %
              
              
              97
              %
              
              
              97
              %
              
              
              100
              %
              
              
              100
              %96
              %
              
              
              95
              %
              
              
              94
              %
              
              
              80
              %
              
              
              79
              %








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





(1) The
Local Limited Partnership has been identified for disposition.






19


Item
3.  Legal Proceedings





NONE





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





NONE





PART
II.





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


Item
5a.





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





b)
            At
      March 31, 2009, there were 881 Limited Partners and 0 assignees of
      Partnership Units who were not admitted as Limited
    Partners.





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





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





e)
            The
      Partnership does not issue common
stock





f)
            No
      unregistered securities were sold by the Partnership during the year ended
      March 31 2009.





Item
5b. Use of Proceeds





NOT
APPLICABLE





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





NONE




20


Item
6.  Selected Financial Data





Selected
balance sheet information for the Partnership is as follows:





For
      the Years Ending March 31,2009
            
            
            2008
            
            
            2007
            
            
            2006
            
            
            2005ASSETSCash
            
            $
            9,498
            
            
            $
            83,448
            
            
            $
            46,994
            
            
            $
            23,160
            
            
            $
            28,976Investments
      in Local Limited Partnerships, net
            
            
            -
            
            
            
            1,120,103
            
            
            
            1,912,366
            
            
            
            2,735,652
            
            
            
            4,284,480Total
      Assets
            
            $
            9,498
            
            
            $
            1,203,551
            
            
            $
            1,959,360
            
            
            $
            2,758,812
            
            
            $
            4,313,456





LIABILITIESAccrued
      expenses
            
            $
            4,000
            
            
            $
            4,000
            
            
            $
            4,000
            
            
            $
            4,000
            
            
            $
            4,000Accrued
      fees and expenses due to General Partner and affiliates
            
            
            648,548
            
            
            
            1,781,320
            
            
            
            1,738,278
            
            
            
            1,514,839
            
            
            
            640,631Total
      Liabilities
            
            
            652,548
            
            
            
            1,785,320
            
            
            
            1,742,278
            
            
            
            1,518,839
            
            
            
            644,631PARTNERS'
      EQUITY (DEFICIT)
            
            
            (643,050
            )
            
            
            (581,769
            )
            
            
            217,082
            
            
            
            1,239,973
            
            
            
            3,668,825Total
      Liabilities andPartners’
      Equity (Deficit)
            
            $
            9,498
            
            
            $
            1,203,551
            
            
            $
            1,959,360
            
            
            $
            2,758,812
            
            
            $
            4,313,456





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





For
      the Years Ended March 31,2009
            
            
            2008
            
            
            2007
            
            
            2006
            
            
            2005Loss  from  operations  (Note
      1)
            
            $
            (1,532,255
            )
            
            $
            (590,333
            )
            
            $
            (3,724,657
            )
            
            $
            (1,973,035
            )
            
            $
            (578,619
            )Equity
      in losses of Local Limited Partnerships
            
            
            (903
            )
            
            
            (208,618
            )
            
            
            1,545,903
            
            
            
            (455,938
            )
            
            
            (1,111,635
            )Interest
      income
            
            
            23
            
            
            
            100
            
            
            
            135
            
            
            
            121
            
            
            
            79Net
      loss
            
            $
            (1,533,135
            )
            
            $
            (798,851
            )
            
            $
            (2,178,619
            )
            
            $
            (2,428,852
            )
            
            $
            (1,690,175
            )Net
      loss allocated to:General Partner
            
            $
            (15,331
            )
            
            $
            (7,989
            )
            
            $
            (21,786
            )
            
            $
            (24,289
            )
            
            $
            (16,902
            )Limited Partners
            
            $
            (1,517,804
            )
            
            $
            (790,862
            )
            
            $
            (2,156,833
            )
            
            $
            (2,404,563
            )
            
            $
            (1,673,273
            )Net
      loss per Partnership Unit
            
            $
            (84.32
            )
            
            $
            (43.94
            )
            
            $
            (119.82
            )
            
            $
            (133.59
            )
            
            $
            (92.96
            )Outstanding
      weighted Partnership Units
            
            
            18,000
            
            
            
            18,000
            
            
            
            18,000
            
            
            
            18,000
            
            
            
            18,000





Note 1 -
Loss from operations for the years ended March 31, 2009, 2008, 2007, 2006 and
2005 include a charge for impairment losses on investments in Local Limited
Partnerships of $1,115,739, $559,408, $2,336,855, $1,058,869
and  $243,888, respectively.   (See Note 2 to the
financial statements.)




21




For
      the Years Ended March 31,2009
            
            
            2008
            
            
            2007
            
            
            2006
            
            
            2005Net
      cash provided by (used in):Operating
    activities
            
            $
            (73,950
            )
            
            $
            24,504
            
            
            $
            (301,823
            )
            
            $
            (18,401
            )
            
            $
            1,455Investing
      activities
            
            
            -
            
            
            
            11,950
            
            
            
            16,134
            
            
            
            12,585
            
            
            
            4,773Financing
      activities
            
            
            -
            
            
            
            -
            
            
            
            309,523
            
            
            
            -
            
            
            
            -





Net
      change in cash
            
            
            (73,950
            )
            
            
            36,454
            
            
            
            23,834
            
            
            
            (5,816
            )
            
            
            6,228Cash,
      beginning ofperiod
            
            
            83,448
            
            
            
            46,994
            
            
            
            23,160
            
            
            
            28,976
            
            
            
            22,748Cash,
      end of period
            
            $
            9,498
            
            
            $
            83,448
            
            
            $
            46,994
            
            
            $
            23,160
            
            
            $
            28,976





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





2008
            
            
            2007
            
            
            2006
            
            
            2005
            
            
            2004Federal
            
            $
            6
            
            
            $
            51
            
            
            $
            91
            
            
            $
            132
            
            
            $
            132State
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Total
            
            $
            6
            
            
            $
            51
            
            
            $
            91
            
            
            $
            132
            
            
            $
            132





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





Forward
Looking Statements





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





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





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





Critical
Accounting Policies and Certain Risks and Uncertainties





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




22


Use
of Estimates





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





Method
of Accounting for Investments in Local Limited Partnerships





The
Partnership accounts for its investments in Local Limited Partnerships using the
equity method of accounting, whereby the Partnership adjusts its investment
balance for its share of the Local Limited Partnerships’ results of operations
and for any contributions made and distributions received. The Partnership
reviews the carrying amount of an individual investment in a Local Limited
Partnership for possible impairment whenever events or changes in circumstances
indicate that the carrying amount of such investment may not be
recoverable.  Recoverability of such investment is measured by the
estimated value derived by management, generally consisting of the product of
the remaining future Low Income Housing Tax Credits estimated to be allocable to
the Partnership and the estimated residual value to the
Partnership.  If an investment is considered to be impaired, the
Partnership reduces the carrying value of its investment in any such Local
Limited Partnership. The accounting policies of the Local Limited Partnerships,
generally, are expected to be consistent with those of the Partnership. Costs
incurred by the Partnership in acquiring the investments are capitalized as part
of the investment account and are being amortized over 27.5 years. (See Notes 2
and 3 to the financial statements)





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





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





In
accordance with the accounting guidance for the consolidation of variable
interest entities, the Partnership determines when it should include the assets,
liabilities, and activities of a variable interest entity (VIE) in its financial
statements, and when it should disclose information about its relationship with
a VIE. A VIE is a legal structure used to conduct activities or hold assets,
which must be consolidated by a company if it is the primary beneficiary because
it absorbs the majority of the entity's expected losses, the majority of the
expected returns, or both. Based on this guidance, the Local Limited
Partnerships in which the Partnership invests meet the definition of a
VIE.  However, management does not consolidate the Partnership’s
interests in these VIEs under this guidance, as it is not considered to be the
primary beneficiary.  The Partnership currently records the amount of
its investment in these partnerships as an asset on its balance sheets,
recognizes its share of partnership income or losses in the statements of
operations, and discloses how it accounts for material types of these
investments in its financial statements. The Partnership’s balance in investment
in Local Limited Partnerships, plus the risk of recapture of tax credits
previously recognized on these investments, represents its maximum exposure to
loss.  The Partnership’s exposure to loss on these partnerships is
mitigated by the condition and financial performance of the underlying
properties as well as the strength of the Local General Partners and their
guarantee against credit recapture.




23


Income
Taxes





The
Partnership has elected to be treated as a pass-through entity for income tax
purposes and, as such, is not subject to income taxes. Rather, all items of
taxable income, deductions and tax credits are passed through to and are
reported by its owners on their respective income tax returns.  The
Partnership’s federal tax status as a pass-through entity is based on its legal
status as a partnership. Accordingly, the Partnership is not required to take
any tax positions in order to qualify as a pass-through entity. The Partnership
is required to file and does file tax returns with the Internal Revenue Service
and other taxing authorities. Accordingly, these financial statements do not
reflect a provision for income taxes and the Partnership has no other tax
positions which must be considered for disclosure.





Impact
of Recent Accounting Pronouncements





In
September 2006, the Financial Accounting Standards Board (the “FASB”) issued
accounting guidance for Fair Value Measurements, which defines fair value,
establishes a framework for measuring fair value and expands disclosure about
fair value measurements. This guidance is effective for financial statements
issued for fiscal years beginning after November 15, 2007 and shall be applied
prospectively except for very limited transactions.  In February 2008,
the FASB delayed for one year implementation of the guidance as it pertains to
certain non-financial assets and liabilities. The Partnership adopted U.S.
generally accepted accounting principles (“GAAP”) for Fair Value Measurements
effective April 1, 2008, except as it applies to those non-financial assets and
liabilities, for which the effective date was April 1, 2009. The Partnership has
determined that adoption of this guidance has no material impact on the
Partnership’s financial statements.





In
February 2007, the FASB issued accounting guidance for The Fair Value Option for
Financial Assets and Financial Liabilities. This guidance permits entities to
choose to measure many financial instruments and certain other items at fair
value.  The fair value election is designed to improve financial
reporting by providing entities with the opportunity to mitigate volatility in
reported earnings caused by measuring related assets and liabilities differently
without having to apply complex hedge accounting provisions. It is effective for
fiscal years beginning after November 15, 2007.  On April 1,
2008, the Partnership adopted GAAP for The Fair Value Option for Financial
Assets and Financial Liabilities and elected not to apply the provisions to its
eligible financial assets and financial liabilities on the date of adoption.
Accordingly, the initial application of the guidance had no effect on the
Partnership.





In
November 2008, the FASB issued accounting guidance on Equity Method Investment
Accounting Considerations that addresses how the initial carrying value of an
equity method investment should be determined, how an impairment assessment of
an underlying indefinite-lived intangible asset of an equity method investment
should be performed, how an equity method investee’s issuance of shares should
be accounted for, and how to account for a change in an investment from the
equity method to the cost method. This guidance is effective in fiscal years
beginning on or after December 15, 2008, and interim periods within
those fiscal years. The Partnership adopted the guidance for the interim
quarterly period beginning April 1, 2009. The impact of adopting it is not
expected to have a material impact on the Partnership’s financial condition or
results of operations.





In April
2009, the FASB issued accounting guidance for Interim Disclosures about Fair
Value of Financial Instruments.  This requires disclosure about the
method and significant assumptions used to establish the fair value of financial
instruments for interim reporting periods as well as annual
statements.  It became effective as of and for the interim period
ended June 30, 2009 and will have no impact on the Partnership’s financial
condition or results of operations.





In May
2009, the FASB issued guidance regarding subsequent events, which was
subsequently updated in February 2010. This guidance established general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued. In particular, this guidance sets forth the period after the
balance sheet date during which management of a reporting entity should evaluate
events or transactions that may occur for potential recognition or disclosure in
the financial statements, the circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements, and the disclosures that an entity should make about
events or transactions that occurred after the balance sheet date. This guidance
is effective for financial statements issued for fiscal years and interim
periods ending after June 15, 2009, and was therefore adopted by the
Partnership for the quarter ended June 30, 2009. The adoption will not have a
significant impact on the subsequent events that the Partnership reports, either
through recognition or disclosure, in the financial statements. In February
2010, the FASB amended its guidance on subsequent events to remove the
requirement to disclose the date through which an entity has evaluated
subsequent events, alleviating conflicts with current SEC guidance. This
amendment was effective immediately and therefore the Partnership did not
include the disclosure in this Form 10-K.




24


In June
2009, the FASB issued an amendment to the accounting and disclosure requirements
for the consolidation of variable interest entities (VIEs).  The amended
guidance modifies the consolidation model to one based on control and economics,
and replaces the current quantitative primary beneficiary analysis with a
qualitative analysis. The primary beneficiary of a VIE will be the entity that
has (1) the power to direct the activities of the VIE that most
significantly impact the VIE’s economic performance and (2) the obligation
to absorb losses or receive benefits that could potentially be significant to
the VIE.  If multiple unrelated parties share such power, as defined, no
party will be required to consolidate the VIE. Further, the amended guidance
requires continual reconsideration of the primary beneficiary of a VIE and adds
an additional reconsideration event for determination of whether an entity is a
VIE.  Additionally, the amendment requires enhanced and expanded
disclosures around VIEs.  This amendment is effective for fiscal years
beginning after November 15, 2009.  The adoption of this guidance on
April 1, 2010 is not expected to have a material effect on the Partnership’s
financial statements.





In June
2009, the FASB issued the Accounting Standards Codification
(Codification).  Effective July 1, 2009, the Codification is the
single source of authoritative accounting principles recognized by the FASB to
be applied by non-governmental entities in the preparation of financial
statements in conformity with GAAP.  The Codification is intended to
reorganize, rather than change, existing GAAP.  Accordingly, all
references to currently existing GAAP have been removed and have been replaced
with plain English explanations of the Partnership’s accounting
policies.  The adoption of the Codification did not have a material
impact on the Partnership’s financial position or results of
operations.





Certain Risks and
Uncertainties





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





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





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





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









25





Financial
Condition





For
the year ended March 31, 2009





The
Partnership’s assets at March 31, 2009 consisted of $9,000 in
cash.  Liabilities at March 31, 2009 consisted of $649,000 of
accrued fees and advances payable to the General Partner and/or its affiliates,
(See “Future Contractual Cash Obligations” below) and $4,000 of accrued
expenses.





Results
of Operations





Year Ended March 31, 2009 Compared to
Year Ended March 31, 2008The Partnership’s net loss for the
year ended March 31, 2009 was $(1,533,000), reflecting an increase of $(734,000)
from the net loss experienced for the year ended March 31, 2008 of $(799,000).
There was a decrease of equity in losses from Local Limited Partnerships of
$208,000. All investments in Local Limited Partnerships were reduced to zero
during the current year. Therefore, no further losses could be taken. The large
decrease of equity in losses was offset by the $(556,000) increase in impairment
loss. For the year ended March 31, 2008 the impairment analysis calculated
residual value to the Partnership in addition to the remaining Low Income
Housing Tax Credits available to the Partnership, and compared the total amount
to the current carrying value of each investment in the Partnership resulting in
an impairment of $559,000. For the year ended March 31, 2009 all Local Limited
Partnerships were not considered to have any residual value in consideration of
the current economic circumstances resulting in impairment of $946,000. In
addition to that change the Partnership also started evaluating its acquisition
fees for impairment in connection with its investments in Local Limited
Partnerships. An additional $170,000 was impaired based on this analysis. There
was also a $(369,000) increase in write off of advances to Local Limited
Partnerships.  The advances made to the troubled Local Limited
Partnerships can vary each year depending on the operations of the individual
Local Limited Partnerships.  The accounting and legal expense
increased by $(53,000) for the year ended March 31, 2009 compared to the year
ended March 31, 2008, due to the timing of the accounting work being performed.
Amortization decreased by $9,000 during the year ended March 31,
2009.  The decrease in amortization is due to the fact that the
acquisition fees were impaired to zero and therefore no further amortization
could be taken.  Reporting fees and distribution income increased by
$26,000 and $23,000, respectively, for the year ended March 31, 2009 due to the
fact that Local Limited Partnerships pay the reporting fees and distribution
income to the Partnership when the Local Limited Partnership’s cash flow will
allow for the payment.





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




26




Liquidity
and Capital Resources





Year Ended March 31, 2009 Compared to
Year Ended March 31, 2008The net decrease in cash
during the year ended March 31, 2009 was $(74,000) compared to a net increase in
cash for the year ended March 31, 2008 of $36,000. The net change of $(110,000)
was due to the decrease in net cash used in operating activities of $(98,000)
and the decrease in net cash provided by investing activities of $(12,000).
During the year ended March 31, 2009 the Partnership made advances of $369,000
to Local Limited Partnerships compared to no advances made during the year ended
March 31, 2008. The change in accrued fees and expenses due to General Partner
and affiliates for the year ended March 31, 2008 was $43,000 compared to
$(1,133,000) during the year ended March 31, 2009. This change was due to the
forgiveness of debt by the General Partner. The Partnership had an increase of
$26,000 and $23,000 in reporting fees and distribution income, respectively,
received for the year ended March 31, 2009 compared to March 31,
2008.  Both the reporting fees and the distributions can vary from
year to year depending on the cash flow and operations of the Local Limited
Partnerships. Miscellaneous income also decreased by $(12,000) for the year
ended March 31, 2009.  The cash provided by investing activities
decreased by $(12,000) due to distributions from Local Limited Partnerships
decreasing by that amount.  The non-cash financing activities
increased by $1,472,000 due to advances made in prior years that were forgiven
by the General Partner or an affiliate and converted to contributions by the
General Partner.





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





Accrued
payables, which consist primarily of related party management fees due to the
General Partner, increased (decreased) by approximately $(1,133,000), $43,000
and $223,000 for the years ended March 31, 2009, 2008 and 2007, respectively.
The General Partner does not anticipate that these accrued fees will be paid
until such time as capital reserves are in excess of future foreseeable working
capital requirements of the Partnership.




The
Partnership currently has insufficient working capital to fund its operations.
Associates has agreed to continue providing advances sufficient enough to fund
the operations and working capital requirements of the Partnership through June
30, 2011.






27


Other
Matters





One Local
Limited Partnership, Patten Towers L.P. II (“Patten Towers”), had a
less-than-satisfactory score from HUD on the 2006 and 2007 property
inspection.  HUD currently has the authority to revoke their housing
assistance program (“HAP”) with Patten Towers and thereby suspend all rental
assistance for the tenants of Patten Towers.  If HUD were to revoke
the HAP contract then most of the current tenants would be unable to make their
rental payments thereby denying Patten Towers with the necessary monthly revenue
it needs to pay all costs and expenses.  Patten Towers requested and
received approval from HUD to participate in a follow-up
inspection.  As of January 2009, HUD re-inspected the property and
Patten Towers received an acceptable score from HUD thereby allowing the
property to continue to participate in the housing assistance
program.  Patten Towers is currently listed for sale with a national
brokerage firm.  The Partnership does not anticipate proceeds from the
sale. Any sale transaction contemplated will require that the property maintain
compliance with the Section 42 tax credit provisions, thereby avoiding recapture
of any previously claimed tax credits. As of March 31, 2009 the investment
balance of Patten Towers was $0.





The
Partnership has a 99% limited partnership investment in Heritage Apartments,
L.P. (“Heritage”).  Heritage is a defendant in several wrongful death
lawsuits and related injury lawsuits.  Heritage carries general
liability and extended liability insurance.  The management of
Heritage has confirmed that the insurance company is paying the remaining six
claims which range from $500 - $2,000 each.  If for any reason
Heritage is unsuccessful in its defense and the insurer denies coverage or the
insurance coverage proves to be inadequate, the Partnership may be required to
sell its investment or may otherwise lose its investment in Heritage, which was
$0, at March 31, 2009 and 2008, respectively.  Loss of the Heritage
investment could result in the cessation and recapture of tax credits and
certain prior tax deductions.





Partnership’s
Future Contractual Cash Obligations





The
following table summarizes the Partnership’s future contractual cash obligations
as of March 31, 2009:





2010
            
            
            2011
            
            
            2012
            
            
            2013
            
            
            2014
            
            
            Thereafter
            
            
            TotalAsset
      management fees(1)
            
            $
            472,625
            
            
            $
            49,500
            
            
            $
            49,500
            
            
            $
            49,500
            
            
            $
            49,500
            
            
            $
            1,782,000
            
            
            $
            2,452,625Total
      contractual cash obligations
            
            $
            472,625
            
            
            $
            49,500
            
            
            $
            49,500
            
            
            $
            49,500
            
            
            $
            49,500
            
            
            $
            1,782,000
            
            
            $
            2,452,625





(1)
            Asset
      management fees are payable annually until termination of the Partnership,
      which is to occur no later than December 31, 2050. The estimate of the
      fees payable included herein assumes the retention of the Partnership’s
      interest in all Housing Complexes until December 31, 2050. Amounts due to
      the General Partner as of March 31, 2009 have been included in the 2010
      column.  The General Partner does not anticipate that these fees
      will be paid until such time as capital reserves are in excess of the
      aggregate of the existing contractual obligations and the anticipated
      future foreseeable obligations of the
  Partnership.





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






28


Off-Balance
Sheet Arrangements





The
Partnership has no off-balance sheet arrangements.





Exit
Strategy





See Item
1 for information in this regard.





Impact
of New Accounting Pronouncements





See
footnote 1 to the audited financial statements.





Item
7A.  Quantitative and Qualitative Disclosures Above Market
Risk





NOT
APPLICABLE





Item
8. Financial Statements and Supplementary Data














29





REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the
Partners
 WNC
Housing Tax Credit Fund V, L.P., Series 3
 
 We have
audited the accompanying balance sheets of WNC Housing Tax Credit Fund V, L.P.,
Series 3 (a California Limited Partnership) (the Partnership) as of March 31,
2009 and 2008, and the related statements of operations, partners’ equity
(deficit) and cash flows for each of the years in the three-year period ended
March 31, 2009. The Partnership’s management is responsible for these financial
statements. Our responsibility is to express an opinion on these financial
statements based on our audits.
  We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  The Partnership is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Partnership’s internal control over
financial reporting. Accordingly, we express no such opinion.  An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.
  In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of WNC Housing Tax Credit Fund V,
L.P., Series 3 (a California Limited Partnership) as of March 31, 2009 and 2008,
and the results of its operations and its cash flows for each of the years in
the three-year period ended March 31, 2009, in conformity with accounting
principles generally accepted in the United States of America.
  Our
audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The schedules listed under
Item 15(a)(2) in the index related to years above are presented for the purpose
of complying with the Securities and Exchange Commission’s rules and are not
part of the basic financial statements. These schedules have been subjected to
the auditing procedures applied to the audits of the basic financial statements
and, in our opinion, fairly state in all material respects, the financial
statement data required to be set forth therein in relation to the basic
financial statements taken as a whole.
  /s/ Reznick Group,
P.C.
 
 Bethesda,
Maryland
 June 29,
2010


30





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


March
      31,2009
            
            
            2008ASSETSCash
            
            $
            9,498
            
            
            $
            83,448Investments
      in Local Limited Partnerships, net (Notes 2 and 3)
            
            
            -
            
            
            
            1,120,103Total
      Assets
            
            $
            9,498
            
            
            $
            1,203,551LIABILITIES
      AND PARTNERS’ EQUITY (DEFICIT)Liabilities:Accrued
      expenses
            
            $
            4,000
            
            
            $
            4,000Accrued
      fees and advances due to General Partner and affiliate (Note
      3)
            
            
            648,548
            
            
            
            1,781,320Total
      Liabilities
            
            
            652,548
            
            
            
            1,785,320Partners’
      equity (deficit)General
      Partner
            
            
            2,419,384
            
            
            
            962,861Limited
      Partners (25,000 Partnership Units authorized;18,000 Partnership Units
      issued and outstanding)
            
            
            (3,062,434
            )
            
            
            (1,544,630
            )Total
      Partners’ Equity (Deficit)
            
            
            (643,050
            )
            
            
            (581,769
            )Total
      Liabilities and Partners’ Equity (Deficit)
            
            $
            9,498
            
            
            $
            1,203,551















See
accompanying notes to financial statements


31




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


For
      the Years Ended March 31,2009
            
            
            2008
            
            
            2007Reporting
      fees
            
            $
            57,563
            
            
            $
            31,608
            
            
            $
            23,350Distribution
      income
            
            
            24,650
            
            
            
            1,738
            
            
            
            -Miscellaneous
      income
            
            
            -
            
            
            
            11,814
            
            
            
            -Total
      income
            
            
            82,213
            
            
            
            45,160
            
            
            
            23,350Operating
      expenses:Amortization (Notes 2 and
      3)
            
            
            3,461
            
            
            
            12,287
            
            
            
            16,200Asset management fees (Note
      3)
            
            
            49,500
            
            
            
            49,500
            
            
            
            49,500Impairment
      loss (Note 2)
            
            
            1,115,739
            
            
            
            559,408
            
            
            
            2,336,855Accounting
      and legal fees
            
            
            59,802
            
            
            
            7,538
            
            
            
            23,482Write
      off of advances to Local Limited  Partnerships (Note
      5)
            
            
            368,824
            
            
            
            -
            
            
            
            1,312,135Other
            
            
            17,142
            
            
            
            6,760
            
            
            
            9,835Total operating
      expenses
            
            
            1,614,468
            
            
            
            635,493
            
            
            
            3,748,007Loss  from
      operations
            
            
            (1,532,255
            )
            
            
            (590,333
            )
            
            
            (3,724,657
            )Equity
      in income (losses) of Local Limited  Partnerships (Note
      2)
            
            
            (903
            )
            
            
            (208,618
            )
            
            
            1,545,903Interest
      income
            
            
            23
            
            
            
            100
            
            
            
            135Net
      loss
            
            $
            (1,533,135
            )
            
            $
            (798,851
            )
            
            $
            (2,178,619
            )Net
      loss allocated to:General Partner
            
            $
            (15,331
            )
            
            $
            (7,989
            )
            
            $
            (21,786
            )Limited Partners
            
            $
            (1,517,804
            )
            
            $
            (790,862
            )
            
            $
            (2,156,833
            )Net
      loss per Partnership Unit
            
            $
            (84.32
            )
            
            $
            (43.94
            )
            
            $
            (119.82
            )Outstanding
      weighted Partnership Units
            
            
            18,000
            
            
            
            18,000
            
            
            
            18,000










32


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


(A
California Limited Partnership)
 
 STATEMENTS
OF PARTNERS’ EQUITY (DEFICIT)
 
 For
the Years Ended March 31, 2009, 2008 and 2007




General
              Partner
            
            
            Limited
              Partners
            
            
            TotalPartners’
      equity (deficit) at March 31, 2006
            
            $
            (163,092
            )
            
            $
            1,403,065
            
            
            $
            1,239,973Contributions
      (Note 6)
            
            
            1,155,728
            
            
            
            -
            
            
            
            1,155,728Net
      loss
            
            
            (21,786
            )
            
            
            (2,156,833
            )
            
            
            (2,178,619
            )Partners’
      equity (deficit) at March 31, 2007
            
            
            970,850
            
            
            
            (753,768
            )
            
            
            217,082Net
      loss
            
            
            (7,989
            )
            
            
            (790,862
            )
            
            
            (798,851
            )Partners’
      equity (deficit) at March 31, 2008
            
            
            962,861
            
            
            
            (1,544,630
            )
            
            
            (581,769
            )Contributions
      (Note 6)
            
            
            1,471,854
            
            
            
            -
            
            
            
            1,471,854Net
      loss
            
            
            (15,331
            )
            
            
            (1,517,804
            )
            
            
            (1,533,135
            )Partners’
      equity (deficit) at March 31, 2009
            
            $
            2,419,384
            
            
            $
            (3,062,434
            )
            
            $
            (643,050
            )












33




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




For
      The Years Ended
              March
      31,2009
            
            
            2008
            
            
            2007Cash
      flows from operating activities:Net
      loss
            
            $
            (1,533,135
            )
            
            $
            (798,851
            )
            
            $
            (2,178,619
            )Adjustments
      to reconcile net loss to net cash provided by (used in) operating
      activities:Amortization
            
            
            3,461
            
            
            
            12,287
            
            
            
            16,200Impairment
      loss
            
            
            1,115,739
            
            
            
            559,408
            
            
            
            2,336,855Equity
      in (income) losses ofLocal
      Limited Partnerships
            
            
            903
            
            
            
            208,618
            
            
            
            (1,545,903
            )Advances
      to Local LimitedPartnerships
            
            
            (368,824
            )
            
            
            -
            
            
            
            (1,312,135
            )Write
      off of advances to LocalLimited
      Partnerships
            
            
            368,824
            
            
            
            -
            
            
            
            1,312,135Change
      in accrued fees and expenses due to General Partner and
      affiliates
            
            
            339,082
            
            
            
            43,042
            
            
            
            1,069,644Net
      cash provided by (used in) operating activities
            
            
            (73,950
            )
            
            
            24,504
            
            
            
            (301,823
            )Cash
      flows from investing activities:Distribution
      from Local Limited Partnerships
            
            
            -
            
            
            
            11,950
            
            
            
            16,134Net
      cash provided by investing activities
            
            
            -
            
            
            
            11,950
            
            
            
            16,134Cash
      flows from financing activities:Contribution
      from General Partner
            
            
            -
            
            
            
            -
            
            
            
            309,523Net
      cash provided by financing activities
            
            
            -
            
            
            
            -
            
            
            
            309,523Net
      increase (decrease) in cash
            
            
            (73,950
            )
            
            
            36,454
            
            
            
            23,834Cash,
      beginning of year
            
            
            83,448
            
            
            
            46,994
            
            
            
            23,160Cash,
      end of year
            
            $
            9,498
            
            
            $
            83,448
            
            
            $
            46,994SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATIONTaxes
      paid
            
            $
            800
            
            
            $
            800
            
            
            $
            800NON-CASH
      FINANCING ACTIVITIESAdvances
      made to the Partnership by theGeneral
      Partner in prior years wereconverted
      to General Partner equity
            
            $
            1,471,854
            
            
            $
            -
            
            
            $
            846,205


See
accompanying notes to financial statements
 34


WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS
 For
the Years Ended March 31 2009, 2008 and 2007





NOTE 1 – ORGANIZATION AND
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Organization





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





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





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





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





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





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




35




WNC HOUSING TAX CREDIT FUND V,
L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS
 For
the Years Ended March 31 2009, 2008 and 2007


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





Risks and
Uncertainties





An
investment in the Partnership and the Partnership’s investments in Local Limited
Partnerships and their Housing Complexes are subject to risks.  These
risks may impact the tax benefits of an investment in the Partnership, and the
amount of proceeds available for distribution to the Limited Partners, if any,
on liquidation of the Partnership’s investments. Some of those risks include the
following:





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





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





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





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





The
Partnership currently has insufficient working capital to fund its operations.
Associates has agreed to continue providing advances sufficient enough to fund
the operations and working capital requirements of the Partnership through June
30, 2011.




36


WNC HOUSING TAX CREDIT FUND V,
L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS
 For
the Years Ended March 31 2009, 2008 and 2007





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





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





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





Exit
Strategy





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





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





Upon
identifying those Housing Complexes with the highest potential for a successful
sale, refinancing or syndication, the Partnership expects to proceed with
efforts to liquidate them. The objective is to maximize the Limited Partners’
return wherever possible and, ultimately, to wind down the Partnership. Local
Limited Partnership Interests may be disposed of any time by the General Partner
in its discretion.  While liquidation of the Housing Complexes
continues to be evaluated, the dissolution of the Partnership was not imminent
as of March 31, 2009.  As of March 31, 2009, none of the Housing
Complexes had completed the 15 year Compliance Period.





Prior to
March 31, 2009, the Partnership sold the Housing Complex of two Local Limited
Partnerships, Cascade Pines II, L.P. (“Cascade Pines”) and Evergreen Apartments
I Limited Partnership, (“Evergreen”).





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




37




WNC HOUSING TAX CREDIT FUND V,
L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS
 For
the Years Ended March 31 2009, 2008 and 2007


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





After
receiving a passing inspection score from HUD in January 2009, one Local Limited
Partnership, Patten Towers L.P. II (“Patten Towers”), has not yet had its annual
HUD inspection for 2010.  The property is currently in good standing with
HUD at this point, but is subject to an annual HUD inspection. HUD has the
authority to revoke their housing assistance program (“HAP”) with Patten Towers
and thereby suspend all rental assistance for the tenants of Patten Towers if an
acceptable inspection score is not received.    If HUD were to revoke
the HAP contract then most of the current tenants would be unable to make their
rental payments thereby denying Patten Towers with the necessary monthly revenue
it needs to pay all costs and expenses.  The property was listed for
sale with a national brokerage firm from July of 2008 thru September
2009.   To date, no acceptable offers had been presented,
therefore when the listing contract expired it was not renewed.  The
Partnership is currently reviewing its options and will decide at a later date
if they want to relist the property.   The Partnership did not
anticipate proceeds from the sale. Any sale transaction contemplated would
require that the property maintain compliance with the Section 42 tax credit
provisions, thereby avoiding recapture of any previously claimed tax credits. As
of March 31, 2009, the Partnership’s investment balance in Patten Towers was
$0.   The tax credit compliance period for this property ends December
31, 2011.





As of
December 23, 2009, the Partnership has identified one Local Limited Partnership,
Raymond S. King Apartments L.P. (“Raymond S. King”) for
disposition.   Raymond S. King was sold on December 31, 2009 to
one of the Local General Partners who purchased the limited partner interest for
$1.  Raymond S. King was appraised with a value of $28,000 and the
outstanding mortgage debt was $781,939 at December 31, 2008.  The
Partnership received $1 for its limited partner interest in this Local Limited
Partnership. The Partnerships net investment balance in this Local Limited
Partnership was zero at the time of the sale.  The Partnership paid
$5,725 in expenses related to the disposition of Raymond S. King therefore a
loss on sale of Local Limited Partnership in the amount of $5,724 will be
recorded during the year ended March 31, 2010.  In order for the Local
General Partner to agree to buy this limited partner interest, the Partnership
has paid $32,478 to Raymond S. King to pay for the preparation of the 2009
annual audit and tax return, bring the property taxes current and fund a reserve
account for the estimated cash short fall for the coming year.  The
Partnership did not have sufficient cash on hand to pay Raymond S. King,
therefore the Partnership’s General Partner and/or its affiliate has advanced
the necessary cash to the Partnership in order to fulfill its commitment to pay
the $32,478 to Raymond S. King.





The Local
Limited Partnership will complete its 15-year compliance period in 2011;
therefore there is a risk of tax credit recapture. The last year in which Low
Income Housing Tax Credits were generated by this Local Limited Partnership was
2007. The maximum exposure of recapture along with the interest and penalties
related to the recapture is $177,700 which equates to $9.87 per Limited
Partnership Unit.  The executed Purchase Agreement states that Raymond
S. King must remain in compliance with Section 42 of the IRS code. Until the
completion of the 15-year compliance period is completed, the Purchaser must
furnish the Partnership with certain reports proving that the property is still
in compliance with the IRS code.





Method of Accounting For
Investments in Local Limited Partnerships





The
Partnership accounts for its investments in Local Limited Partnerships using the
equity method of accounting, whereby the Partnership adjusts its investment
balance for its share of the Local Limited Partnerships’ results of operations
and for any contributions made and distributions received. The Partnership
reviews the carrying amount of an
individual investment in a Local Limited Partnership for possible impairment
whenever events or changes in circumstances indicate that the carrying amount of
such investment may not be recoverable.  Recoverability of such
investment is measured by the estimated value derived by management, generally
consisting of the sum of the remaining future Low Income Housing Tax Credits
estimated to be allocable to the Partnership and the estimated residual value to
the Partnership.  If an investment is considered to be impaired, the
Partnership reduces the carrying value of its investment in any such Local
Limited Partnership. The accounting policies of the Local Limited Partnerships,
generally, are expected to be consistent with those of the Partnership. Costs
incurred by the Partnership in acquiring the investments are capitalized as part
of the investment account and are being amortized over 27.5 years. (See Notes 2
and 3)




38


WNC HOUSING TAX CREDIT FUND V,
L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS
 For
the Years Ended March 31 2009, 2008 and 2007




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





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





In
accordance with the accounting guidance for the consolidation of variable
interest entities, the Partnership determines when it should include the assets,
liabilities, and activities of a variable interest entity (VIE) in its financial
statements, and when it should disclose information about its relationship with
a VIE. A VIE is a legal structure used to conduct activities or hold assets,
which must be consolidated by a company if it is the primary beneficiary because
it absorbs the majority of the entity's expected losses, the majority of the
expected returns, or both. Based on this guidance, the Local Limited
Partnerships in which the Partnership invests meet the definition of a
VIE.  However, management does not consolidate the Partnership’s
interests in these VIEs under this guidance, as it is not considered to be the
primary beneficiary.  The Partnership currently records the amount of
its investment in these partnerships as an asset on its balance sheets,
recognizes its share of partnership income or losses in the statements of
operations, and discloses how it accounts for material types of these
investments in its financial statements. The Partnership’s balance in investment
in Local Limited Partnerships, plus the risk of recapture of tax credits
previously recognized on these investments, represents its maximum exposure to
loss.  The Partnership’s exposure to loss on these partnerships is
mitigated by the condition and financial performance of the underlying
properties as well as the strength of the Local General Partners and their
guarantee against credit recapture.





Distributions
received from the Local Limited Partners are accounted for as a reduction of the
investment balance. Distributions received after the investment has reached zero
are recognized as distribution income.  As of March 31, 2009, all
investment accounts in Local Limited Partnerships had reached zero.





Use of
Estimates





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





Cash and Cash
Equivalents





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





Reporting Comprehensive
Income





The
Partnership had no items of other comprehensive income for the periods
presented.





Net Loss Per Partnership
Unit





Net loss
per Partnership Unit includes no dilution and is computed by dividing loss
allocated to Limited Partners by the weighted average Partnership Units
outstanding during the period.  Calculation of diluted net loss per
Partnership Unit is not required.




39


WNC HOUSING TAX CREDIT FUND V,
L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS
 For
the Years Ended March 31 2009, 2008 and 2007




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





Income
Taxes





The
Partnership has elected to be treated as a pass-through entity for income tax
purposes and, as such, is not subject to income taxes. Rather, all items of
taxable income, deductions and tax credits are passed through to and are
reported by its owners on their respective income tax returns.  The
Partnership’s federal tax status as a pass-through entity is based on its legal
status as a partnership. Accordingly, the Partnership is not required to take
any tax positions in order to qualify as a pass-through entity. The Partnership
is required to file and does file tax returns with the Internal Revenue Service
and other taxing authorities. Accordingly, these financial statements do not
reflect a provision for income taxes and the Partnership has no other tax
positions which must be considered for disclosure.





Revenue
Recognition





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





Amortization





Acquisition
fees and costs were being amortized over 27.5 years using the straight-line
method. Amortization expense for the year ended March 31 2009, 2008 and 2007 was
$3,461, $12,287 and $16,200, respectively.  During the years ended
March 31, 2009, 2008 and 2007, an impairment of $169,940, $0 and $0.
respectively, was recorded against these costs.





Impairment





The
Partnership reviews its investments in Local Limited Partnership for impairment
whenever events or changes in circumstances indicate that the carrying value of
such investments may not be recoverable. Recoverability is measured by a
comparison of the carrying amount of the investment to the sum of the total
amount of the remaining tax credits allocated to the Partnership and any
estimated residual value of the investment. For the years ended March 31, 2009,
2008 and 2007, impairment loss related to investments in Local Limited
Partnerships was $945,799, $559,408 and $2,336,855, respectively. The
Partnership also evaluates its intangibles for impairment in connection with its
investments in Local Limited Partnerships. Impairment on the intangibles is
measured by comparing the investments carrying amount after impairment and the
related intangible assets to the sum of the total of the remaining Low Income
Housing Tax Credits allocated to the fund and the estimated residual value of
the investment. During the years ended March 31, 2009, 2008 and 2007 an
impairment loss of $169,940, $0 and $0, respectively, was recorded on the
related intangibles.





Impact of Recent Accounting
Pronouncements





In
September 2006, the Financial Accounting Standards Board (the “FASB”) issued
accounting guidance for Fair Value Measurements, which defines fair value,
establishes a framework for measuring fair value and expands disclosure about
fair value measurements. This guidance is effective for financial statements
issued for fiscal years beginning after November 15, 2007 and shall be applied
prospectively except for very limited transactions.  In February 2008,
the FASB delayed for one year implementation of the guidance as it pertains to
certain non-financial assets and liabilities. The Partnership adopted U.S.
generally accepted accounting principles (“GAAP”) for Fair Value Measurements
effective April 1, 2008, except as it applies to those non-financial assets and
liabilities, for which the effective date was April 1, 2009. The Partnership has
determined that adoption of this guidance has no material impact on the
Partnership’s financial statements.




40


WNC HOUSING TAX CREDIT FUND V,
L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS
 For
the Years Ended March 31 2009, 2008 and 2007


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





In
February 2007, the FASB issued accounting guidance for The Fair Value Option for
Financial Assets and Financial Liabilities. This guidance permits entities to
choose to measure many financial instruments and certain other items at fair
value.  The fair value election is designed to improve financial
reporting by providing entities with the opportunity to mitigate volatility in
reported earnings caused by measuring related assets and liabilities differently
without having to apply complex hedge accounting provisions. It is effective for
fiscal years beginning after November 15, 2007.  On April 1,
2008, the Partnership adopted GAAP for The Fair Value Option for Financial
Assets and Financial Liabilities and elected not to apply the provisions to its
eligible financial assets and financial liabilities on the date of adoption.
Accordingly, the initial application of the guidance had no effect on the
Partnership.





In
November 2008, the FASB issued accounting guidance on Equity Method Investment
Accounting Considerations that addresses how the initial carrying value of an
equity method investment should be determined, how an impairment assessment of
an underlying indefinite-lived intangible asset of an equity method investment
should be performed, how an equity method investee’s issuance of shares should
be accounted for, and how to account for a change in an investment from the
equity method to the cost method. This guidance is effective in fiscal years
beginning on or after December 15, 2008, and interim periods within
those fiscal years. The Partnership adopted the guidance for the interim
quarterly period beginning April 1, 2009. The impact of adopting it is not
expected to have a material impact on the Partnership’s financial condition or
results of operations.





In April
2009, the FASB issued accounting guidance for Interim Disclosures about Fair
Value of Financial Instruments.  This requires disclosure about the
method and significant assumptions used to establish the fair value of financial
instruments for interim reporting periods as well as annual
statements.  It became effective as of and for the interim period
ended June 30, 2009 and will have no impact on the Partnership’s financial
condition or results of operations.





In May
2009, the FASB issued guidance regarding subsequent events, which was
subsequently updated in February


2010.
This guidance established general standards of accounting for and disclosure of
events that occur after the balance sheet date but before financial statements
are issued or are available to be issued. In particular, this guidance sets
forth the period after the balance sheet date during which management of a
reporting entity should evaluate events or transactions that may occur for
potential recognition or disclosure in the financial statements, the
circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements, and the
disclosures that an entity should make about events or transactions that
occurred after the balance sheet date. This guidance is effective for financial
statements issued for fiscal years and interim periods ending after
June 15, 2009, and was therefore adopted by the Partnership for the quarter
ended June 30, 2009. The adoption will not have a significant impact on the
subsequent events that the Partnership reports, either through recognition or
disclosure, in the financial statements. In February 2010, the FASB amended its
guidance on subsequent events to remove the requirement to disclose the date
through which an entity has evaluated subsequent events, alleviating conflicts
with current SEC guidance. This amendment was effective immediately and
therefore the Partnership did not include the disclosure in this
Form 10-K.





In June
2009, the FASB issued an amendment to the accounting and disclosure requirements
for the consolidation of variable interest entities (VIEs).  The amended
guidance modifies the consolidation model to one based on control and economics,
and replaces the current quantitative primary beneficiary analysis with a
qualitative analysis. The primary beneficiary of a VIE will be the entity that
has (1) the power to direct the activities of the VIE that most
significantly impact the VIE’s economic performance and (2) the obligation
to absorb losses or receive benefits that could potentially be significant to
the VIE.  If multiple unrelated parties share such power, as defined, no
party will be required to consolidate the VIE. Further, the amended guidance
requires continual reconsideration of the primary beneficiary of a VIE and adds
an additional reconsideration event for determination of whether an entity is a
VIE.  Additionally, the amendment requires enhanced and expanded
disclosures around VIEs.  This amendment is effective for fiscal years
beginning after November 15, 2009.  The adoption of this guidance on
April 1, 2010 is not expected to have a material effect on the Partnership’s
financial statements.




41




WNC HOUSING TAX CREDIT FUND V,
L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS
 For
the Years Ended March 31 2009, 2008 and 2007


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





In June
2009, the FASB issued the Accounting Standards Codification
(Codification).  Effective July 1, 2009, the Codification is the
single source of authoritative accounting principles recognized by the FASB to
be applied by non-governmental entities in the preparation of financial
statements in conformity with GAAP.  The Codification is intended to
reorganize, rather than change, existing GAAP.  Accordingly, all
references to currently existing GAAP have been removed and have been replaced
with plain English explanations of the Partnership’s accounting
policies.  The adoption of the Codification did not have a material
impact on the Partnership’s financial position or results of
operations.





NOTE 2 - INVESTMENTS IN
LOCAL LIMITED PARTNERSHIPS





As of March 31, 2009 and 2008, the
Partnership owned Limited Partnership interests in 16 Local Limited
Partnerships, each of which owns one Housing Complex, consisting of an aggregate
of 744 apartment units.  The respective Local General Partners of the
Local Limited Partnerships manage the day-to-day operations of the
entities.  Significant Local Limited Partnership business decisions
require approval from the Partnership.  The Partnership, as a limited
partner, is generally entitled to 99%, as specified in the Local Limited
Partnership agreements, of the operating profits and losses, taxable income and
losses and Low Income Housing Tax Credits of the Local Limited Partnerships,
except for one of the investments for which the Partnership is entitled to
49.49% of such amount.





The
Partnership’s Investments in Local Limited Partnerships as shown in the balance
sheets at March 31, 2009 and 2008, are approximately $2,821,000 and $3,272,000
respectively less than the Partnership's equity at the preceding December 31 as
shown in the Local Limited Partnerships’ combined condensed financial statements
presented below.  This difference is primarily due to acquisition,
selection, and other costs related to the acquisition of the investments which
have been capitalized in the Partnership's investment account, impairment losses
recorded in the Partnership’s investment account and capital contributions
payable to the Local Limited Partnerships which were netted against partner
capital in the Local Limited Partnership’s financial statements.  The
Partnership’s equity in losses of Local Limited Partnerships is also lower than
the Partnership’s equity as shown in the Local Limited Partnership’s combined
condensed financial statements due to the estimated losses recorded by the
Partnership for the three month period ended March 31.





A loss in
value from a Local Limited Partnership other than a temporary decline is
recorded as an impairment loss.  Impairment is measured by comparing
the investment carrying amount to the sum of the total amount of remaining Low
Income Housing Tax Credits allocated to the Partnership and the estimated
residual value to the Partnership.  As of March 31, 2009, all Local
Limited Partnerships were not considered to have any residual value in
consideration of the current economic circumstances.  For the years
ended March 31, 2009, 2008 and 2007 impairment loss related to investments in
Local Limited Partnerships were $945,799, $559,408 and $2,336,855,
respectively.  During the years ended March 31, 2009, 2008 and 2007,
an impairment loss of $169,940, $0 and $0, respectively, was recorded on the
related intangibles.





At March
31 2009, the investment accounts in all the Local Limited Partnerships have
reached a zero balance.  Consequently, a portion of the Partnership’s
estimate of its share of losses for the years ended March 31 2009, 2008 and 2007
amounting to approximately $1,578,000, $482,000 and  $301,000,
respectively, have not been recognized.  As of March 31, 2009, the
aggregate share of net losses not recognized by the Partnership amounted to
$3,161,000.





42





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


(A
California Limited Partnership)





NOTES
TO FINANCIAL STATEMENTS


For
the Years Ended March 31 2009, 2008 and 2007





NOTE 2 - INVESTMENTS IN
LOCAL LIMITED PARTNERSHIPS, continued





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





For
      The Years Ended
              March
      31,2009
            
            
            2008
            
            
            2007Investments
      per balance sheet, beginningof
      period
            
            $
            1,120,103
            
            
            $
            1,912,366
            
            
            $
            2,735,652Impairment
      loss
            
            
            (1,115,739
            )
            
            
            (559,408
            )
            
            
            (2,336,855
            )Equity
      in income (losses) of Local LimitedPartnerships
            
            
            (903
            )
            
            
            (208,618
            )
            
            
            1,545,903Amortization
      of paid acquisition fees and costs
            
            
            (3,461
            )
            
            
            (12,287
            )
            
            
            (16,200
            )Distributions
      received from Local LimitedPartnerships
            
            
            -
            
            
            
            (11,950
            )
            
            
            (16,134
            )Investment
      per balance sheet, end of period
            
            $
            -
            
            
            $
            1,120,103
            
            
            $
            1,912,366





For
      the Years
              Ended
      March 31,2009
            
            
            2008
            
            
            2007Investments
      in Local Limited Partnerships, net
            
            $
            -
            
            
            $
            946,704
            
            
            $
            1,622,624Acquisition
      fees and costs, net of accumulated amortization of $0, $1,147,894 and
      $1,031,553
            
            
            -
            
            
            
            173,399
            
            
            
            289,742Investments
      per balance sheet, end of period
            
            $
            -
            
            
            $
            1,120,103
            
            
            $
            1,912,366













43




WNC HOUSING TAX CREDIT FUND V,
L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS
 For
the Years Ended March 31 2009, 2008 and 2007


NOTE 2 - INVESTMENTS IN
LOCAL 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 Local Limited
Partnerships as of December 31 and for the years then ended is as
follows:





COMBINED
CONDENSED BALANCE SHEETS




2008
            
            
            2007ASSETSBuildings
      and improvements (net of accumulated depreciation for 2008 and
      2007  of $15,938,000  and $14,019,000,
      respectively)
            
            $
            23,119,000
            
            
            $
            24,735,000Land
            
            
            2,327,000
            
            
            
            2,307,000Other
      assets
            
            
            2,535,000
            
            
            
            2,719,000Total
      assets
            
            $
            27,981,000
            
            
            $
            29,761,000





LIABILITIESMortgage
      and construction loans payable
            
            $
            17,548,000
            
            
            $
            17,800,000Due
      to affiliates
            
            
            3,392,000
            
            
            
            3,264,000Other
      liabilities
            
            
            990,000
            
            
            
            986,000Total
      liabilities
            
            
            21,930,000
            
            
            
            22,050,000PARTNERS'
      CAPITALWNC
      Housing Tax Credit Fund V, L.P.,Series
      3
            
            
            2,821,000
            
            
            
            4,392,000Other
      partners
            
            
            3,230,000
            
            
            
            3,319,000Total
      partners’ equity
            
            
            6,051,000
            
            
            
            7,711,000Total
      liabilities and partners’ equity
            
            $
            27,981,000
            
            
            $
            29,761,000










44




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


(A
California Limited Partnership)





NOTES
TO FINANCIAL STATEMENTS


For
the Years Ended March 31 2009, 2008 and 2007


NOTE 2 - INVESTMENTS IN
LOCAL LIMITED PARTNERSHIPS, continued





COMBINED
CONDENSED STATEMENTS OF OPERATIONS





2008
            
            
            2007
            
            
            2006Revenues
            
            $
            4,497,000
            
            
            $
            5,417,000
            
            
            $
            8,249,000Expenses:Operating
      expenses
            
            
            3,384,000
            
            
            
            3,826,000
            
            
            
            4,414,000Interest
      expense
            
            
            782,000
            
            
            
            797,000
            
            
            
            767,000Depreciation
      and amortization
            
            
            1,305,000
            
            
            
            1,263,000
            
            
            
            1,715,000Impairment
            
            
            640,000
            
            
            
            -
            
            
            
            -Total
      expenses
            
            
            6,111,000
            
            
            
            5,886,000
            
            
            
            6,896,000Net
      income( loss)
            
            $
            (1,614,000
            )
            
            $
            (469,000
            )
            
            $
            1,353,000Net
      income( loss) allocable to the Partnership
            
            $
            (1,546,000
            )
            
            $
            (481,000
            )
            
            $
            1,316,000Net
      income( loss) recorded by the Partnership
            
            $
            (1,000
            )
            
            $
            (209,000
            )
            
            $
            1,546,000





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





Troubled Housing
Complexes





After
receiving a passing inspection score from HUD in January 2009, one Local Limited
Partnership, Patten Towers L.P. II (“Patten Towers”), has not yet had its annual
HUD inspection for 2010.  The property is currently in good standing with
HUD at this point, but is subject to an annual HUD inspection. HUD has the
authority to revoke their housing assistance program (“HAP”) with Patten Towers
and thereby suspend all rental assistance for the tenants of Patten Towers if an
acceptable inspection score is not received.    If HUD were to revoke
the HAP contract then most of the current tenants would be unable to make their
rental payments thereby denying Patten Towers with the necessary monthly revenue
it needs to pay all costs and expenses.  The property was listed for
sale with a national brokerage firm from July of 2008 thru September
2009.   To date, no acceptable offers had been presented.,
therefore when the listing contract expired it was not renewed.  The
Partnership is currently reviewing its options and will decide at a later date
if they want to relist the property.   The Partnership did not
anticipate proceeds from the sale. Any sale transaction contemplated would
require that the property maintain compliance with the Section 42 tax credit
provisions, thereby avoiding recapture of any previously claimed tax credits. As
of March 31, 2009, the Partnership’s investment balance in Patten Towers was
$0.   The tax credit compliance period for this property ends December
31, 2011.




45


WNC HOUSING TAX CREDIT FUND V,
L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS
 For
the Years Ended March 31 2009, 2008 and 2007


NOTE 2 - INVESTMENTS IN
LOCAL LIMITED PARTNERSHIPS, continued





The
Partnership has a 99% limited partnership investment in Heritage Apartments,
L.P. (“Heritage”).  Heritage is a defendant in several wrongful death
lawsuits and related injury lawsuits.  Heritage carries general
liability and extended liability insurance.  The management of
Heritage has confirmed that the insurance company is paying the remaining six
claims which range from $500 - $2,000 each.  If for any reason
Heritage is unsuccessful in its defense and the insurer denies coverage or the
insurance coverage proves to be inadequate, the Partnership may be required to
sell its investment or may otherwise lose its investment in Heritage, which was
$0, at March 31, 2009 and 2008, respectively.  Loss of the Heritage
investment could result in the cessation and recapture of tax credits and
certain prior tax deductions.





NOTE 3 -
RELATED PARTY TRANSACTIONS





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





Acquisition
      fees of up to 7.5% of the gross proceeds from the sale of Partnership
      Units as compensation for services rendered in connection with the
      acquisition of Local Limited Partnerships.  At the end of all
      periods presented the Partnership incurred total acquisition fees of
      $1,200,785, which have been included in investments in Local Limited
      Partnerships.  Accumulated amortization of these capitalized
      costs was $0 and $1,027,384 as of March 31, 2009 and 2008, respectively.
      During the years ended March 31, 2009 and 2008 $0 and $104,054,
      respectively, of the related expense was reflected as equity in losses of
      Local Limited Partnerships, to reduce the respective net acquisition fee
      component of investments in Local Limited Partnerships to zero for those
      Local Limited Partnerships which would otherwise be below a zero balance.
      During the years ended March 31, 2009 and 2008 $169,940 and $0,
      respectively, of the related expense was reflected as impairment
      loss.





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




An annual
asset management fee equal to the greater amount of (i) $2,000 for each Housing
complex, or (ii) 0.275% of gross proceeds.  In either case, the fee
will be decreased or increased annually based on changes to the Consumer Price
Index.  However, in no event will the maximum amount exceed 0.2% of
the invested assets of the Partnership, as defined. “Invested Assets” means the
sum of the Partnership’s investment in Local Limited Partnership interests and
the Partnership’s allocable share of mortgage loans on and other debts related
to the Housing Complexes owned by such.  Management fees of $49,500
was incurred during each of the years ended March 31 2009, 2008 and 2007, of
which $0 was paid for all three years presented.





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




The
      Partnership reimbursed the General Partner or its affiliates for operating
      expenses incurred by the Partnership and paid for by the General Partner
      or its affiliates on behalf of the Partnership.  Operating
      expense reimbursements were $35,250, $0 and $0 during each of the years
      ended March 31, 2009, 2008 and 2007,
  respectively.







46




WNC HOUSING TAX CREDIT FUND V,
L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS
 For
the Years Ended March 31 2009, 2008 and 2007


NOTE 3 - RELATED PARTY
TRANSACTIONS, continued





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





March
      31,2009
            
            
            2008Asset
      management fee payable
            
            $
            423,125
            
            
            $
            373,625Expenses
      paid by the General Partner or an affiliate on behalf of the
      Partnership
            
            
            103,031
            
            
            
            176,045Advances
      made to the Partnership from the General Partner or
    affiliates
            
            
            122,392
            
            
            
            1,231,650Total
            
            $
            648,548
            
            
            $
            1,781,320





The
Partnership currently has insufficient working capital to fund its
operations.  Associates has agreed to provide advances sufficient
enough to fund the operations and working capital requirements of the
Partnership through June 30, 2011.





NOTE 4 – QUARTERLY RESULTS
OF OPERATIONS (UNAUDITED)





The
following is a summary of the quarterly operations for the years ended March 31
(rounded):





2009
            
            June
      30
            
            
            September
      30
            
            
            December
      31
            
            
            March
      31Income
            
            $
            2,000
            
            
            $
            71,000
            
            
            $
            1,000
            
            
            $
            8,000Operating
      expenses
            
            
            (1,134,000
            )
            
            
            (162,000
            )
            
            
            (161,000
            )
            
            
            (157,000
            )Loss
      from operations
            
            
            (1,132,000
            )
            
            
            (91,000
            )
            
            
            (160,000
            )
            
            
            (149,000
            )Equity
      in losses of Local Limited Partnerships
            
            
            (1,000
            )
            
            
            -
            
            
            
            -
            
            
            
            -Net
      loss
            
            
            (1,133,000
            )
            
            
            (91,000
            )
            
            
            (160,000
            )
            
            
            (149,000
            )Net
      loss available to Limited Partners
            
            
            (1,122,000
            )
            
            
            (91,000
            )
            
            
            (158,000
            )
            
            
            (147,000
            )Net
      loss per Partnership Unit
            
            
            (62
            )
            
            
            (5
            )
            
            
            (9
            )
            
            
            (8
            )






47





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


(A
California Limited Partnership)





NOTES
TO FINANCIAL STATEMENTS


For
the Years Ended March 31 2009, 2008 and 2007


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





2008
            
            June
      30
            
            
            September
      30
            
            
            December
      31
            
            
            March
      31Income
            
            $
            -
            
            
            $
            33,000
            
            
            $
            12,000
            
            
            $
            -Operating
      expenses
            
            
            (553,000
            )
            
            
            (26,000
            )
            
            
            (19,000
            )
            
            
            (38,000
            )Income
      (loss) from operations
            
            
            (553,000
            )
            
            
            7,000
            
            
            
            (7,000
            )
            
            
            (38,000
            )Equity
      in losses of Local Limited Partnerships
            
            
            (34,000
            )
            
            
            (26,000
            )
            
            
            (26,000
            )
            
            
            (123,000
            )Net
      loss
            
            
            (587,000
            )
            
            
            (18,000
            )
            
            
            (33,000
            )
            
            
            (161,000
            )Net
      loss available to Limited Partners
            
            
            (581,000
            )
            
            
            (18,000
            )
            
            
            (33,000
            )
            
            
            (159,000
            )Net
      loss per Partnership Unit
            
            
            (32
            )
            
            
            (1
            )
            
            
            (2
            )
            
            
            (9
            )





2007
            
            June
      30
            
            
            September
      30
            
            
            December
      31
            
            
            March
      31Income
            
            $
            1,000
            
            
            $
            20,000
            
            
            $
            -
            
            
            $
            2,000Operating
      expenses
            
            
            (1,641,000
            )
            
            
            (783,000
            )
            
            
            (719,000
            )
            
            
            (605,000
            )Loss
      from operations
            
            
            (1,640,000
            )
            
            
            (763,000
            )
            
            
            (719,000
            )
            
            
            (603,000
            )Equity
      in income (losses) of Local Limited Partnerships
            
            
            541,000
            
            
            
            541,000
            
            
            
            541,000
            
            
            
            (77,000
            )Net
      loss
            
            
            (1,099,000
            )
            
            
            (222,000
            )
            
            
            (178,000
            )
            
            
            (680,000
            )Net
      loss available to Limited Partners
            
            
            (1,088,000
            )
            
            
            (220,000
            )
            
            
            (176,000
            )
            
            
            (673,000
            )Net
      loss per Partnership Unit
            
            
            (60
            )
            
            
            (12
            )
            
            
            (10
            )
            
            
            (37
            )





NOTE 5 – ADVANCES TO LOCAL
LIMITED PARTNERSHIPS





As of
March 31, 2009, 2008 and 2007, the Partnership in total had voluntarily advanced
$1,818,241, $1,449,417, and $1,449,417 respectively, to five Local Limited
Partnerships, Hasting Apartments I, Alliance Apartments I, Patten Towers L. P.
II,  Broadway Apartments, L.P. and Raymond S. King Apartments,
L.P.  The total advances made during the year ended March 31, 2009
were $368,824 which were also reserved for as of March 31, 2009.  All
advances were reserved in full in the year they were advanced.




48




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


(A
California Limited Partnership)





NOTES
TO FINANCIAL STATEMENTS


For
the Years Ended March 31 2009, 2008 and 2007


NOTE 6 –CAPITAL CONTRIBUTION BY
GENERAL PARTNER





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





During
the year ended March 31, 2009, the Partnership had $39,030 in expenses paid by
the General Partner or affiliates on its behalf.   The General
Partner forgave the debt as it was deemed uncollectible.  The
cancellation of that debt is considered a capital contribution by the General
Partner to the Partnership and as such it is reflected in the statement of
partners’ equity (deficit) in the Partnership’s financial
statements.   Additionally, the Partnership was relieved of debt
owed to the General Partner totaling $1,432,824.   The
Partnership had received cash advances from the General Partner, which were in
turn advanced by the Partnership to certain Local Limited Partnerships to help
aid the Local Limited Partnerships with their operational issues.  The
advances were deemed to be uncollectible by the General Partner, and as such,
the debt was forgiven. The cancellation of debt was recorded by the Partnership
as a capital contribution from the General Partner.





NOTE 7 – SUBSEQUENT
EVENTS





As of
December 23, 2009, the Partnership has identified one Local Limited Partnership,
Raymond S. King Apartments L.P. (“Raymond S. King”) for
disposition.   Raymond S. King was sold on December 31, 2009 to
one of the Local General Partners who purchased the limited partner interest for
$1.  Raymond S. King was appraised with a value of $28,000 and the
outstanding mortgage debt was $781,939 at December 31, 2008.  The
Partnership received $1 for its limited partner interest in this Local Limited
Partnership. The Partnerships net investment balance in this Local Limited
Partnership was zero at the time of the sale.  The Partnership paid
$5,725 in expenses related to the disposition of Raymond S. King therefore a
loss on sale of Local Limited Partnership in the amount of $5,724 will be
recorded during the year ended March 31, 2010.  In order for the Local
General Partner to agree to buy this limited partner interest, the Partnership
has paid $32,478 to Raymond S. King to pay for the preparation of the 2009
annual audit and tax return, bring the property taxes current and fund a reserve
account for the estimated cash short fall for the coming year.  The
Partnership did not have sufficient cash on hand to pay Raymond S. King,
therefore the Partnership’s General Partner and/or its affiliate has advanced
the necessary cash to the Partnership in order to fulfill its commitment to pay
the $32,478 to Raymond S. King.





The Local
Limited Partnership will complete its 15-year compliance period in 2011;
therefore there is a risk of tax credit recapture. The last year in which Low
Income Housing Tax Credits were generated by this Local Limited Partnership was
2007. The maximum exposure of recapture along with the interest and penalties
related to the recapture is $177,700 which equates to $9.87 per Limited
Partnership Unit.  The executed Purchase Agreement states that Raymond
S. King must remain in compliance with Section 42 of the IRS code. Until the
completion of the 15-year compliance period is completed, the Purchaser must
furnish the Partnership with certain reports proving that the property is still
in compliance with the IRS code.





49





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





NONE





Item
9A. Controls and Procedures





(a)           Disclosure controls and
procedures





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





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





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





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





The
management of Associates is responsible for establishing and maintaining for the
Partnership adequate internal control over financial reporting as that term is
defined in Securities Exchange Act Rule 13a-15(f), and for performing an
assessment of the effectiveness of internal control over financial reporting as
of March 31 2009, 2008 or 2007. The internal control process of Associates, as
it is applicable to the Partnership, was designed to provide reasonable
assurance to Associates regarding the preparation and fair presentation of
published financial statements, and includes those policies and procedures
that:





(1)
              Pertain
      to the maintenance of records that in reasonable detail accurately and
      fairly reflect the transactions and dispositions of the assets of the
      Partnership;


(2)
              Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles in the United States, and that the Partnership’s
      receipts and expenditures are being made only in accordance with
      authorization of the management of Associates;
  and


(3)
              Provide
      reasonable assurance regarding prevention or timely detection of
      unauthorized acquisition, use or disposition of the Partnership’s assets
      that could have a material effect on the financial
    statements.






50




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





Management
of Associates assessed the effectiveness of its internal control over financial
reporting, as it is applicable to the Partnership, as of the end of the
Partnership’s most recent fiscal year. In making this assessment, it used the
criteria set forth in Internal Control – Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based
on its assessment, management of Associates concluded that, for the reasons set
forth above under “Disclosure controls and procedures”, the internal control
over financial reporting, as it is applicable to the Partnership, was not
effective as of March 31 2009. This annual report does not include an
attestation report of the Partnership’s independent registered public accounting
firm regarding internal control over financial reporting. Management’s report
was not subject to attestation by the Partnership’s independent registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Partnership to provide only management’s
report in this annual report.





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





(c)           Changes in internal
controls





There
were no changes in the Partnership’s internal control over financial reporting
that occurred during the period ended March 31 2009, that materially affected,
or are reasonably likely to materially affect, the Partnership’s internal
control over financial reporting.





Item
9B. Other Information





NONE









51






Item
10. Directors and Executive Officers of the Registrant





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





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





Wilfred
      N. Cooper, Sr.
            ChairmanWilfred
      N. Cooper, Jr.
            President
      and Chief Executive OfficerDavid
      N. Shafer, Esq.
            Executive
      Vice PresidentMichael
      J. Gaber
            Executive
      Vice PresidentThomas
      J. Riha, CPA
            Senior
      Vice PresidentMelanie
      R. Wenk
            Vice
      President – Chief Financial OfficerDarrick
      Metz
            Senior
      Vice President - OriginationsThomas
      J. Hollingsworth
            Vice
      President – Asset ManagementGregory
      S. Hand
            Vice
      President – AcquisitionsChristine
      A. Cormier
            Vice
      President – Investor RelationsKay
      L. Cooper
            Director
      of WNC & Associates, Inc.Jennifer
      E. Cooper
            Director
      of WNC & Associates, Inc.





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





Wilfred
N. Cooper, Sr., age 79, is the founder and Chairman of the Board of Directors of
Associates, a Director of WNC Capital Corporation, and a general partner in some
of the partnerships previously sponsored by Associates Mr. Cooper has been
actively involved in the affordable housing industry since 1968. Previously,
during 1970 and 1971, he was founder and a principal of Creative Equity
Development Corporation, a predecessor of Associates, and of Creative Equity
Corporation, a real estate investment firm. For 12 years before that, Mr. Cooper
was employed by Rockwell International Corporation, last serving as its manager
of housing and urban developments where he had responsibility for factory-built
housing evaluation and project management in urban planning and development. He
has testified before committees of the U.S. Senate and the U.S. House of
Representatives on matters pertaining to the affordable housing
industry.  Mr. Cooper is a Life Director of the National Association
of Home Builders (“NAHB”), a National Trustee for NAHB’s Political Action
Committee, a Director of Volunteers of America National Services, a subsidiary
of Volunteers of America, Inc. and a past Chairman of NAHB’s Multifamily
Council. He is a Director of the National Housing Conference and a member of
NHC’s Board of Governors, and a founder and Director of the California Housing
Consortium. He is the husband of Kay Cooper and the father of Wilfred N. Cooper,
Jr. Mr. Cooper graduated from Pomona College in 1956 with a Bachelor of Arts
degree.





Wilfred
N. Cooper, Jr., age 46, is President, Chief Executive Officer, Secretary, a
Director and a member of the Acquisition Committee of Associates. He is
President and a Director of, and a registered principal with, WNC Capital
Corporation, and is a Director and Vice President of WNC Management, Inc. He has
been involved in real estate investment and acquisition activities since 1988
when he joined Associates. Previously, he served as a Government Affairs
Assistant with Honda North America in Washington, D.C. Mr. Cooper is a member of
the Editorial Advisory Boards of Affordable Housing
Finance and LIHTC Monthly Report,
a Steering Member of the Housing Credit Group of the National Association of
Home Builders, a member of the Tax Policy Council for the National Trust for
Historical Preservation, a member of the Advisory Board of the New York State
Association for Affordable Housing, a member of the Urban Land Institute and a
member of Vistage International, a global network of business leaders and chief
executives. He is the son of Wilfred Cooper, Sr. and Kay Cooper. Mr. Cooper
graduated from The American University in 1985 with a Bachelor of Arts
degree.




52


David N.
Shafer, age 57, is an Executive Vice President, and a member of the Acquisition
Committee of Associates, and a Director, Vice President and Secretary of WNC
Management, Inc. Mr. Shafer has been active in the real estate industry since
1984. Before joining Associates in 1990, he was engaged as an attorney in the
private practice of law with a specialty in real estate and taxation. Mr. Shafer
is a Director and past President of the California Council of Affordable
Housing, a Director of the Council for Affordable and Rural Housing and a member
of the State Bar of California. Mr. Shafer graduated from the University of
California at Santa Barbara in 1978 with a Bachelor of Arts degree, from the New
England School of Law in 1983 with a Juris Doctor degree cum laude and from the
University of San Diego in 1986 with a Master of Law degree in
Taxation.





Michael
J. Gaber, age 43, is an Executive Vice President – Oversees the Syndications
Group, and is a member of the Acquisition Committee of Associates and Vice
President of WNC Management, Inc... Mr. Gaber has been involved in real estate
acquisition, valuation and investment activities since 1989 and has been
associated with Associates since 1997.  Prior to joining Associates,
he was involved in the valuation and classification of major assets,
restructuring of debt and analysis of real estate taxes with H.F. Ahmanson &
Company, parent of Home Savings of America.  Mr. Gaber is a member of
the Housing Credit Group of NAHB and of the National Housing and Rehabilitation
Association. Mr. Gaber graduated from the California State University, Fullerton
in 1991 with a Bachelor of Science degree in Business Administration –
Finance.





Thomas J.
Riha, age 55, is Senior Vice President and a member of the Acquisition Committee
and the Commercial Real Estate Group of Associates and Vice President, Treasurer
and a Director of WNC Management, Inc. He has been involved in real estate
acquisition and investment activities since 1979. Before joining Associates in
1994, Mr. Riha was employed by Trust Realty Advisor, a real estate acquisition
and Management Company, last serving as Vice President - Operations. He is a
founding member of the Housing Credit Certified Professional Board of Governors,
a national professional certification program administered by the NAHB and the
National Affordable Housing Management Association. Mr. Riha graduated from the
California State University, Fullerton in 1977 with a Bachelor of Arts degree
cum laude in Business Administration with a concentration in Accounting and is a
Certified Public Accountant and a member of the American Institute of Certified
Public Accountants.




Melanie
R. Wenk, CPA, age 42, is Vice President-Chief Financial Officer of
Associates.  She oversees WNC’s corporate and partnership accounting
and the Portfolio Management group, which is responsible for SEC reporting
quarterly and annual investor reports and monitoring investment
returns.  Prior to joining Associates in 2003, Ms. Wenk was associated
as a public accountant with BDO Seidman, LLP. She graduated from the California
Polytechnic State University, Pomona, in 1999 with a Bachelor of Science degree
in accounting.




Darrick
Metz, age 39, is Senior Vice President – Originations of WNC & Associates,
Inc. He has been involved in multifamily property underwriting, acquisition and
investment activities since 1991. Prior to joining WNC in 1999, he was employed
by a Minnesota development company specializing in Tax Credit and market rate
multifamily projects. Mr. Metz also worked with the Minnesota Housing Finance
Agency (“MHFA”), where he held the position of Senior Housing Development
Officer. While at MHFA, he was responsible for the allocation of Tax Credits,
HOME funds and multiple state loan products. Mr. Metz is active in the Qualified
Allocation Plan Tax Credit Advisory Committee for the Wisconsin Housing and
Economic Development Authority, a member of the New York State Association for
Affordable Housing and a member of the Leadership Roundtable for the Association
of Affordable Housing in Michigan. He graduated from St. Cloud State University
in 1993 with a Bachelor of Science degree in finance/economics.




Thomas J.
Hollingsworth, CPA, age 58, is Vice President – Asset Management of WNC &
Associates, Inc. and oversees WNC’s asset management group. Mr. Hollingsworth
has been involved in real estate acquisitions, operations and syndication of
multifamily properties for 28 years. Prior to joining WNC in 2005, he was the
senior workout specialist at Key Corporation Housing Management, Inc., a
division of Key Bank.  He has also been responsible for structuring several
tax sheltered multifamily acquisitions during his career. Mr. Hollingsworth
graduated from the University of Utah in 1973 with a Bachelor of Science degree
(cum laude) in Business Administration.





Gregory
S. Hand, age 46, is Vice President - Acquisitions and a member of the Commercial
Real Estate Group of Associates.  He is responsible for the oversight
of property underwriting.  Mr. Hand has been involved in real estate
analysis, development and management since 1987.  Prior to joining
Associates in 1998, he was a portfolio asset manager with a national tax credit
sponsor with responsibility for the management of $200 million in
assets.  Prior to that, he was a finance manager with The Koll Company
and a financial analyst with The Irvine Company.  Mr. Hand graduated
from Iowa State University in 1987 with a Bachelor of Business Administration
degree in finance.




53




Christine
A. Cormier, age 48, is Vice President – Investor Relations of WNC &
Associates, Inc.  Ms. Cormier acts as a liaison for investors throughout
the closing process. Ms. Cormier has been active in the real estate industry
since 1985. Prior to joining WNC in 2008, Ms. Cormier was with another major tax
credit syndicator for over 12 years where she was the Managing Director of
investor relations. In her previous position, Ms. Cormier closed between $500
million and $1 billion in equity annually, managing relationships with several
of the nation’s largest banks and insurance companies. Ms. Cormier graduated
from Bentley University in 1982 with a Bachelor of Science degree (summa cum
laude) in accounting and computer science.





Kay L.
Cooper, age 73, is a Director of WNC & Associates, Inc. and has not
otherwise been engaged in business activities during the previous five years.
Kay Cooper was the sole proprietor of Agate 108, a manufacturer and retailer of
home accessory products from 1975 until its sale in 1998. She is the wife of
Wilfred Cooper, Sr. and the mother of Wilfred Cooper, Jr. Ms. Cooper graduated
from the University of Southern California in 1958 with a Bachelor of Science
degree.





Jennifer
E. Cooper, age 47, is a Director of WNC & Associates, Inc. and has not
otherwise been engaged in business activities during the previous five years.
She is the wife of Wilfred Cooper, Jr. and attended the University of Texas from
1981 to 1986.





(f)
            Involvement in Certain
      Legal Proceedings





None.





(g)
            Promoters and Control
      Persons





Inapplicable.





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





Neither
the Partnership nor Associates has an audit committee.





(j)
            Changes to Nominating
      Procedures





Inapplicable.





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





None.





(l)
            Code of
      Ethics





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




54




Item
11.  Executive Compensation





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





(a)  Compensation for
Services





For
services rendered by the Managing General Partner or an Affiliate of the
Managing General Partner in connection with the administration of the affairs of
the Partnership, the Managing General Partner or any such Affiliate may receive
an annual Asset Management Fee equal to the greater of (i) $2,000 for each
Housing Complex, or (ii) 0.275% of gross proceeds.  In either case,
the fee will be decreased or increased annually based on changes to the Consumer
Price Index.  However, in no event will the maximum amount exceed 0.2%
of the invested assets of the Local Limited Partnerships, including the
Partnership’s allocable share of the mortgages.  The Asset Management
Fee is payable with respect to the previous calendar quarter on the first day of
each calendar quarter during the year. Accrued but unpaid Asset Management Fees
for any year are deferred without interest and are payable in subsequent years
from any funds available to the Partnership after payment of all other costs and
expenses of the Partnership, including any capital reserves then determined by
the Managing General Partner to no longer be necessary to be retained by the
Partnership, or from the proceeds of a sale or refinancing of Partnership
assets.  Fees of $49,500 were incurred during each of the years ended
March 31, 2009, 2008 and 2007, of which $0 was paid for each of the years ended
March 31, 2009, 2008 and 2007.





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





(b)  Operating
Expenses





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





“ . . .
the amount of cash disbursed by the Partnership . . . in the ordinary course of
business for the payment of its operating expenses, such as expenses for
management, utilities, repair and maintenance, insurance, investor
communications, legal, accounting, statistical and bookkeeping services, use of
computing or accounting equipment, travel and telephone expenses, salaries and
direct expenses of Partnership employees while engaged in Partnership business,
and any other operational and administrative expenses necessary for the prudent
operation of the Partnership. Without limiting the generality of the foregoing,
Operating Cash Expenses shall include fees paid by the Partnership to any
General Partner or any Affiliate of a General Partner permitted by this
Agreement and the actual cost of goods, materials and administrative services
used for or by the Partnership, whether incurred by a General Partner, an
Affiliate of a General Partner or a non-Affiliated Person in performing the
foregoing functions. As used in the preceding sentence, actual cost of goods and
materials means the actual cost of goods and materials used for or by the
Partnership and obtained from entities not Affiliated with a General Partner,
and actual cost of administrative services means the pro rata cost of personnel
(as if such persons were employees of the Partnership) associated therewith, but
in no event to exceed the Competitive amount.”




55




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





The
unpaid operating expenses reimbursable to the General Partner or its affiliates
were $82,944, $13,542 and $33,317 for the years ended March 31, 2009, 2008 and
2007, respectively.  The Partnership reimbursed the General Partner or
its affiliates for operating expenses of $35,250, $0 and $0 during the years
ended March 31, 2009, 2008 and 2007, respectively.





(c)   Interest
in Partnership





The
General Partner receives 1% of the Partnership’s allocated Low Income Housing
Tax Credits, which approximated $1,027, $9,113 and $16,453 for the years ended
December 31, 2008, 2007 and 2006, respectively.  The General Partner
is also entitled to receive 1% of the Partnership’s operating income or losses,
gain or loss from the sale of property and operating cash distributions. There
were no distributions of operating cash to the General Partner during the years
ended March 31, 2009, 2008 and 2007.  The General Partner has an
interest in sale or refinancing proceeds as follows: after the Limited Partners
have received a return of their capital, General Partner may receive an amount
equal to its capital contribution, less any prior distribution of such proceeds,
then the General Partner may receive 1% and the Limited Partners 99% of any
remaining proceeds.  There were no such distributions of cash to the
General Partner during the years ended March 31, 2009, 2008 and
2007.





(d)   Subordinated
Disposition Fee





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











56




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





(a)
            Securities Authorized
      for Issuance Under Equity Compensation
  Plans





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





(b)
            Security Ownership of
      Certain Beneficial Owners





The
following are the only limited partners known to the General Partner to own
beneficially in excess of 5% of the outstanding Partnership Units for the years
ended March 31, 2009 and 2008.





Title
      of Class
            Name
      and Address of
              Beneficial
      Owner
            Amount
      of
              Units
              Controlled
            Percent
      of ClassUnits
      of Limited Partnership Interests
            Sempra
      Section 42, LLC
              P.O.
      Box 126943
              San
      Diego, CA 92113-6943
            4,560
      units
            25.3%Units
      of Limited Partnership Interests
            Western
      Financial Savings Bank
              23
      Pasteur
              Irvine,
      CA 92718
            1,068
      units
            5.9%





(c)
            Security Ownership of
      Management





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





Changes in
Control





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





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








57





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





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


(b)
            The
      Partnership has no directors.





Item
14.  Principal Accountant Fees and Services





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





2009
            
            
            2008Audit
      Fees
            
            $
            52,971
            
            
            $
            -Audit-related
      Fees
            
            
            
            
            
            
            -Tax
      Fees
            
            
            2,890
            
            
            
            2,755All
      Other Fees
            
            
            
            
            
            
            -TOTAL
            
            $
            55,861
            
            
            $
            2,755





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












58





PART
IV.





Item
15.  Exhibits and Financial Statement Schedules





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




Balance
      Sheets, March 31, 2009 and 2008


Statements
      of Operations for the years ended March 31, 2009, 2008 and
      2007


Statements
      of Partners’ Equity (Deficit) for the years ended March 31, 2009, 2008 and
      2007


Statements
      of Cash Flows for the years ended March 31, 2009, 2008 and
      2007


Notes
      to Financial Statements





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





Schedule
III, Real Estate Owned by Local Limited Partnerships





(a)(3)
            Exhibits.





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





31.1
            Certification
      of the Chief Executive Officer pursuant to Rule 13a-14 or
      15d-14.  (filed herewith)





31.2
            Certification
      of the Chief Financial Officer pursuant to Rule 13a-14 or
      15d-14.  (filed herewith)





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





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





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





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





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





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





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






59





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





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





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





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





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





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





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





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





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








60




WNC
      Housing Tax Credit Fund V, L.P., Series 3Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2009As
      of March 31, 2009
            
            
            As
      of December 31, 2008Local
      Limited
              Partnership
      Name
            
            Location
            
            Total
              Investment
      in Local Limited Partnerships
            
            
            Amount
      of Investment
              Paid
      to Date
            
            
            Mortgage
      Balances of Local Limited Partnerships
            
            
            Land
            
            
            Building
      and Equipment
            
            
            Accumulated
      Depreciation
            
            
            Net
      Book
              ValueAlliance
      Apartments I Limited Partnership
            
            Alliance,
      Nebraska
            
            $
            604,000
            
            
            $
            604,000
            
            
            $
            320,000
            
            
            $
            148,000
            
            
            $
            1,401,000
            
            
            $
            517,000
            
            
            $
            1,032,000Blessed
      Rock of El Monte
            
            El
      Monte, California
            
            
            2,511,000
            
            
            
            2,511,000
            
            
            
            3,347,000
            
            
            
            1,323,000
            
            
            
            8,254,000
            
            
            
            2,375,000
            
            
            
            7,202,000Broadway
      Apartments, Limited Partnership
            
            Hobbs,
      New Mexico
            
            
            2,029,000
            
            
            
            2,029,000
            
            
            
            1,196,000
            
            
            
            70,000
            
            
            
            3,430,000
            
            
            
            1,499,000
            
            
            
            2,001,000Curtis
      Associates I, L.P.
            
            Curtis,
      Nebraska
            
            
            88,000
            
            
            
            88,000
            
            
            
            409,000
            
            
            
            10,000
            
            
            
            531,000
            
            
            
            238,000
            
            
            
            303,000Escatawpa
      Village Associates, Limited Partnership
            
            Escatawpa,
      Mississippi
            
            
            249,000
            
            
            
            249,000
            
            
            
            864,000
            
            
            
            40,000
            
            
            
            1,377,000
            
            
            
            601,000
            
            
            
            816,000Hastings
      Apartments I, Limited Partnership
            
            Hastings,
      Nebraska
            
            
            542,000
            
            
            
            542,000
            
            
            
            140,000
            
            
            
            32,000
            
            
            
            1,303,000
            
            
            
            500,000
            
            
            
            835,000Heritage
      Apartments I, L.P.
            
            Berkeley,
      Missouri
            
            
            752,000
            
            
            
            752,000
            
            
            
            626,000
            
            
            
            105,000
            
            
            
            1,596,000
            
            
            
            675,000
            
            
            
            1,026,000Hillcrest
      Associates, a Limited Partnership
            
            Ontario,
      Oregon
            
            
            354,000
            
            
            
            354,000
            
            
            
            1,255,000
            
            
            
            96,000
            
            
            
            1,605,000
            
            
            
            585,000
            
            
            
            1,116,000Patten
      Towers, L.P. II (1)
            
            Chattanooga,
      Tennessee
            
            
            2,154,000
            
            
            
            2,154,000
            
            
            
            4,229,000
            
            
            
            290,000
            
            
            
            11,481,000
            
            
            
            5,816,000
            
            
            
            5,955,000






61




WNC
      Housing Tax Credit Fund V, L.P., Series 3Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2009As
      of March 31, 2009
            
            
            As
      of December 31, 2008Local
      Limited
              Partnership
      Name
            
            Location
            Total
              Investment
      in Local Limited Partnerships
            
            
            Amount
      of Investment
              Paid
      to Date
            
            
            Mortgage
      Balances of Local Limited Partnerships
            
            
            Land
            
            
            Building
      and Equipment
            
            
            Accumulated
      Depreciation
            
            
            Net
      Book
              ValuePrairieland
      Properties of Syracuse II, L.P.
            
            Syracuse,
      Kansas
            
            
            85,000
            
            
            
            85,000
            
            
            
            299,000
            
            
            
            25,000
            
            
            
            498,000
            
            
            
            223,000
            
            
            
            300,000Raymond
      S. King Apartments Limited Partnership
            
            Greensboro,
      North Carolina
            
            
            437,000
            
            
            
            437,000
            
            
            
            782,000
            
            
            
            10,000
            
            
            
            1,091,000
            
            
            
            372,000
            
            
            
            729,000Rosedale
      Limited Partnership
            
            Silver
      City, New Mexico
            
            
            309,000
            
            
            
            309,000
            
            
            
            1,278,000
            
            
            
            40,000
            
            
            
            1,730,000
            
            
            
            758,000
            
            
            
            1,012,000Shepherd
      South Apartments I, Ltd.
            
            Shepherd,
      Texas
            
            
            121,000
            
            
            
            121,000
            
            
            
            529,000
            
            
            
            12,000
            
            
            
            765,000
            
            
            
            288,000
            
            
            
            489,000Solomon
      Associates I, L.P.
            
            Solomon,
      Kansas
            
            
            138,000
            
            
            
            138,000
            
            
            
            552,000
            
            
            
            16,000
            
            
            
            719,000
            
            
            
            351,000
            
            
            
            384,000Talladega
      County Housing Ltd.
            
            Talladega,
      Alabama
            
            
            653,000
            
            
            
            653,000
            
            
            
            722,000
            
            
            
            62,000
            
            
            
            1,447,000
            
            
            
            525,000
            
            
            
            984,000The
      Willows Apartments Limited Partnership
            
            Morganton,
      North Carolina
            
            
            841,000
            
            
            
            841,000
            
            
            
            1,000,000
            
            
            
            48,000
            
            
            
            1,829,000
            
            
            
            615,000
            
            
            
            1,262,000$
            11,867,000
            
            
            $
            11,867,000
            
            
            $
            17,548,000
            
            
            $
            2,327,000
            
            
            $
            39,057,000
            
            
            $
            15,938,000
            
            
            $
            25,446,000








(1) The
Local Limited Partnership has been identified for disposition.






62







WNC
      Housing Tax Credit Fund V, L.P., Series 3Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2009For
      the year ended December 31, 2008Local
      Limited Partnership Name
            
            Rental
      Income
            
            
            Net
      Income
              (Loss)
            
            Status
            
            Year
              Investment
              Acquired
            
            
            Estimated
              Useful
      Life
              (Years)Alliance
      Apartments I Limited Partnership
            
            $
            89,000
            
            
            $
            (16,000
            )
            Completed
            
            1997
            
            
            40Blessed
      Rock of El Monte
            
            
            946,000
            
            
            
            (26,000
            )
            Completed
            
            1997
            
            
            40Broadway
      Apartments, Limited Partnership
            
            
            417,000
            
            
            
            (87,000
            )
            Completed
            
            1997
            
            
            40Curtis
      Associates I, L.P.
            
            
            50,000
            
            
            
            (17,000
            )
            Completed
            
            1997
            
            
            27.5Escatawpa
      Village Associates, Limited Partnership
            
            
            189,000
            
            
            
            (58,000
            )
            Completed
            
            1997
            
            
            27.5Hastings
      Apartments I, Limited Partnership
            
            
            80,000
            
            
            
            (23,000
            )
            Completed
            
            1996
            
            
            40Heritage
      Apartments I, L.P.
            
            
            141,000
            
            
            
            (45,000
            )
            Completed
            
            1997
            
            
            27.5Hillcrest
      Associates, A Limited Partnership
            
            
            200,000
            
            
            
            (30,000
            )
            Completed
            
            1997
            
            
            40Patten
      Towers, L.P. II (1)
            
            
            1,459,000
            
            
            
            (1,175,000
            )
            Completed
            
            1996
            
            
            27.5Prairieland
      Properties of Syracuse II, L.P.
            
            
            46,000
            
            
            
            (5,000
            )
            Completed
            
            1997
            
            
            27.5Raymond
      S. King Apartments Limited Partnership
            
            
            53,000
            
            
            
            (70,000
            )
            Completed
            
            1997
            
            
            30Rosedale
      Limited Partnership
            
            
            181,000
            
            
            
            (29,000
            )
            Completed
            
            1997
            
            
            30Shepherd
      South Apartments I, Ltd.
            
            
            109,000
            
            
            
            7,000
            
            Completed
            
            1996
            
            
            40Solomon
      Associates I, L.P.
            
            
            84,000
            
            
            
            (12,000
            )
            Completed
            
            1997
            
            
            27.5Talladega
      County Housing Ltd.
            
            
            110,000
            
            
            
            (17,000
            )
            Completed
            
            1996
            
            
            40The
      Willows Apartments Limited Partnership
            
            
            154,000
            
            
            
            (11,000
            )
            Completed
            
            1997
            
            
            40$
            4,308,000
            
            
            $
            (1,614,000
            )





(1) The
Local Limited Partnership has been identified for disposition.






63




WNC
      Housing Tax Credit Fund V, L.P., Series 3Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2008As
      of March 31, 2008
            
            
            As
      of December 31, 2007Local
      Limited
              Partnership
      Name
            
            Location
            
            Total
              Investment
      in Local Limited Partnerships
            
            
            Amount
      of Investment
              Paid
      to Date
            
            
            Mortgage
      Balances of
              Local
      Limited Partnerships
            
            
            Land
            
            
            Building
      and Equipment
            
            
            Accumulated
      Depreciation
            
            
            Net
      Book
              ValueAlliance
      Apartments I Limited Partnership
            
            Alliance,
      Nebraska
            
            $
            604,000
            
            
            $
            604,000
            
            
            $
            323,000
            
            
            $
            148,000
            
            
            $
            1,401,000
            
            
            $
            480,000
            
            
            $
            1,069,000Blessed
      Rock of El Monte
            
            El
      Monte, California
            
            
            2,511,000
            
            
            
            2,511,000
            
            
            
            3,444,000
            
            
            
            1,271,000
            
            
            
            8,095,000
            
            
            
            2,140,000
            
            
            
            7,226,000Broadway
      Apartments, Limited Partnership
            
            Hobbs,
      New Mexico
            
            
            2,029,000
            
            
            
            2,029,000
            
            
            
            1,210,000
            
            
            
            70,000
            
            
            
            3,430,000
            
            
            
            1,372,000
            
            
            
            2,128,000Curtis
      Associates I, L.P.
            
            Curtis,
      Nebraska
            
            
            88,000
            
            
            
            88,000
            
            
            
            412,000
            
            
            
            10,000
            
            
            
            531,000
            
            
            
            216,000
            
            
            
            325,000Escatawpa
      Village Associates, Limited Partnership
            
            Escatawpa,
      Mississippi
            
            
            249,000
            
            
            
            249,000
            
            
            
            869,000
            
            
            
            40,000
            
            
            
            1,378,000
            
            
            
            551,000
            
            
            
            867,000Hastings
      Apartments I, Limited Partnership
            
            Hastings,
      Nebraska
            
            
            542,000
            
            
            
            542,000
            
            
            
            148,000
            
            
            
            32,000
            
            
            
            1,303,000
            
            
            
            462,000
            
            
            
            873,000Heritage
      Apartments I, L.P.
            
            Berkeley,
      Missouri
            
            
            752,000
            
            
            
            752,000
            
            
            
            641,000
            
            
            
            105,000
            
            
            
            1,593,000
            
            
            
            616,000
            
            
            
            1,082,000Hillcrest
      Associates, a Limited Partnership
            
            Ontario,
      Oregon
            
            
            354,000
            
            
            
            354,000
            
            
            
            1,261,000
            
            
            
            96,000
            
            
            
            1,605,000
            
            
            
            546,000
            
            
            
            1,155,000Patten
      Towers, L.P. II (1)
            
            Chattanooga,
      Tennessee
            
            
            2,154,000
            
            
            
            2,154,000
            
            
            
            4,283,000
            
            
            
            290,000
            
            
            
            11,357,000
            
            
            
            4,731,000
            
            
            
            6,916,000






64




WNC
      Housing Tax Credit Fund V, L.P., Series 3Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2008As
      of March 31, 2008
            
            
            As
      of December 31, 2007Local
      Limited
              Partnership
      Name
            
            Location
            
            Total
              Investment
      in Local Limited Partnerships
            
            
            Amount
      of Investment
              Paid
      to Date
            
            
            Mortgage
      Balances of Local Limited Partnerships
            
            
            Land
            
            
            Building
      and Equipment
            
            
            Accumulated
      Depreciation
            
            
            Net
      Book
              ValuePrairieland
      Properties of Syracuse II, L.P.
            
            Syracuse,
      Kansas
            
            
            85,000
            
            
            
            85,000
            
            
            
            304,000
            
            
            
            25,000
            
            
            
            493,000
            
            
            
            203,000
            
            
            
            315,000Raymond
      S. King Apartments Limited Partnership
            
            Greensboro,
      North Carolina
            
            
            437,000
            
            
            
            437,000
            
            
            
            781,000
            
            
            
            10,000
            
            
            
            1,090,000
            
            
            
            345,000
            
            
            
            755,000Rosedale
      Limited Partnership
            
            Silver
      City, New Mexico
            
            
            309,000
            
            
            
            309,000
            
            
            
            1,285,000
            
            
            
            44,000
            
            
            
            1,728,000
            
            
            
            713,000
            
            
            
            1,059,000Shepherd
      South Apartments I, Ltd.
            
            Shepherd,
      Texas
            
            
            121,000
            
            
            
            121,000
            
            
            
            536,000
            
            
            
            12,000
            
            
            
            755,000
            
            
            
            270,000
            
            
            
            497,000Solomon
      Associates I, L.P.
            
            Solomon,
      Kansas
            
            
            138,000
            
            
            
            138,000
            
            
            
            555,000
            
            
            
            16,000
            
            
            
            719,000
            
            
            
            323,000
            
            
            
            412,000Talladega
      County Housing Ltd.
            
            Talladega,
      Alabama
            
            
            653,000
            
            
            
            653,000
            
            
            
            735,000
            
            
            
            62,000
            
            
            
            1,447,000
            
            
            
            487,000
            
            
            
            1,022,000The
      Willows Apartments Limited Partnership
            
            Morganton,
      North Carolina
            
            
            841,000
            
            
            
            841,000
            
            
            
            1,013,000
            
            
            
            76,000
            
            
            
            1,829,000
            
            
            
            564,000
            
            
            
            1,341,000$
            11,867,000
            
            
            $
            11,867,000
            
            
            $
            17,800,000
            
            
            $
            2,307,000
            
            
            $
            38,754,000
            
            
            $
            14,019,000
            
            
            $
            27,042,000





(1) The
Local Limited Partnership has been identified for disposition.






65




WNC
      Housing Tax Credit Fund V, L.P., Series 3Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2008For
      the year ended December 31, 2007Local
      Limited Partnership Name
            
            Rental
      Income
            
            
            Net
      Income
              (Loss)
            
            Status
            
            Year
              Investment
              Acquired
            
            
            Estimated
              Useful
      Life
              (Years)Alliance
      Apartments I Limited Partnership
            
            $
            91,000
            
            
            $
            257,000
            
            Completed
            
            1997
            
            
            40Blessed
      Rock of El Monte
            
            
            938,000
            
            
            
            37,000
            
            Completed
            
            1997
            
            
            40Broadway
      Apartments, Limited Partnership
            
            
            395,000
            
            
            
            (106,000
            )
            Completed
            
            1997
            
            
            40Curtis
      Associates I, L.P.
            
            
            52,000
            
            
            
            (19,000
            )
            Completed
            
            1997
            
            
            27.5Escatawpa
      Village Associates, Limited Partnership
            
            
            180,000
            
            
            
            (45,000
            )
            Completed
            
            1997
            
            
            27.5Hastings
      Apartments I, Limited Partnership
            
            
            70,000
            
            
            
            154,000
            
            Completed
            
            1996
            
            
            40Heritage
      Apartments I, L.P.
            
            
            135,000
            
            
            
            (63,000
            )
            Completed
            
            1997
            
            
            27.5Hillcrest
      Associates, A Limited Partnership
            
            
            201,000
            
            
            
            (22,000
            )
            Completed
            
            1997
            
            
            40Patten
      Towers, L.P. II (1)
            
            
            1,446,000
            
            
            
            (511,000
            )
            Completed
            
            1996
            
            
            27.5Prairieland
      Properties of Syracuse II, L.P.
            
            
            46,000
            
            
            
            (1,000
            )
            Completed
            
            1997
            
            
            27.5Raymond
      S. King Apartments Limited Partnership
            
            
            82,000
            
            
            
            (34,000
            )
            Completed
            
            1997
            
            
            30Rosedale
      Limited Partnership
            
            
            151,000
            
            
            
            (41,000
            )
            Completed
            
            1997
            
            
            30Shepherd
      South Apartments I, Ltd.
            
            
            103,000
            
            
            
            7,000
            
            Completed
            
            1996
            
            
            40Solomon
      Associates I, L.P.
            
            
            79,000
            
            
            
            -
            
            Completed
            
            1997
            
            
            27.5Talladega
      County Housing Ltd.
            
            
            101,000
            
            
            
            (35,000
            )
            Completed
            
            1996
            
            
            40The
      Willows Apartments Limited Partnership
            
            
            148,000
            
            
            
            (47,000
            )
            Completed
            
            1997
            
            
            40$
            4,218,000
            
            
            $
            (469,000
            )





(1) The
Local Limited Partnership has been identified for disposition.




66




WNC
      Housing Tax Credit Fund V, L.P., Series 3Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2007As
      of March 31, 2007
            
            
            As
      of December 31, 2006Local
      Limited
              Partnership
      Name
            
            Location
            
            Total
              Investment
      in Local Limited Partnerships
            
            
            Amount
      of Investment
              Paid
      to Date
            
            
            Mortgage
      Balances of Local Limited Partnerships
            
            
            Land
            
            
            Building
      and Equipment
            
            
            Accumulated
      Depreciation
            
            
            Net
      Book
              ValueAlliance
      Apartments I Limited Partnership
            
            Alliance,
      Nebraska
            
            $
            604,000
            
            
            $
            604,000
            
            
            $
            594,000
            
            
            $
            148,000
            
            
            $
            1,401,000
            
            
            $
            443,000
            
            
            $
            1,106,000Blessed
      Rock of El Monte
            
            El
      Monte, California
            
            
            2,511,000
            
            
            
            2,511,000
            
            
            
            3,494,000
            
            
            
            1,271,000
            
            
            
            8,085,000
            
            
            
            1,933,000
            
            
            
            7,423,000Broadway
      Apartments, Limited Partnership
            
            Hobbs,
      New Mexico
            
            
            2,029,000
            
            
            
            2,029,000
            
            
            
            1,223,000
            
            
            
            70,000
            
            
            
            3,431,000
            
            
            
            1,246,000
            
            
            
            2,255,000Cascade
      Pines, L.P. II (1)
            
            Atlanta,
      Georgia
            
            
            -
            
            
            
            -
            
            
            
            8,623,000
            
            
            
            600,000
            
            
            
            9,417,000
            
            
            
            3,506,000
            
            
            
            6,511,000Curtis
      Associates I, L.P.
            
            Curtis,
      Nebraska
            
            
            88,000
            
            
            
            88,000
            
            
            
            414,000
            
            
            
            10,000
            
            
            
            527,000
            
            
            
            194,000
            
            
            
            343,000Escatawpa
      Village Associates, Limited Partnership
            
            Escatawpa,
      Mississippi
            
            
            249,000
            
            
            
            249,000
            
            
            
            873,000
            
            
            
            40,000
            
            
            
            1,378,000
            
            
            
            501,000
            
            
            
            917,000Hastings
      Apartments I, Limited Partnership
            
            Hastings,
      Nebraska
            
            
            542,000
            
            
            
            542,000
            
            
            
            338,000
            
            
            
            32,000
            
            
            
            1,303,000
            
            
            
            423,000
            
            
            
            912,000Heritage
      Apartments I, L.P.
            
            Berkeley,
      Missouri
            
            
            752,000
            
            
            
            752,000
            
            
            
            577,000
            
            
            
            105,000
            
            
            
            1,592,000
            
            
            
            557,000
            
            
            
            1,140,000Hillcrest
      Associates, a Limited Partnership
            
            Ontario,
      Oregon
            
            
            354,000
            
            
            
            354,000
            
            
            
            1,261,000
            
            
            
            96,000
            
            
            
            1,605,000
            
            
            
            508,000
            
            
            
            1,193,000Patten
      Towers, L.P. II
            
            Chattanooga,
      Tennessee
            
            
            2,154,000
            
            
            
            2,154,000
            
            
            
            4,300,000
            
            
            
            290,000
            
            
            
            10,970,000
            
            
            
            4,331,000
            
            
            
            6,929,000






67




WNC
      Housing Tax Credit Fund V, L.P., Series 3Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2007As
      of March 31, 2007
            
            
            As
      of December 31, 2006Local
      Limited
              Partnership
      Name
            
            Location
            
            Total
              Investment
      in Local Limited Partnerships
            
            
            Amount
      of Investment
              Paid
      to Date
            
            
            Mortgage
      Balances of Local Limited Partnerships
            
            
            Land
            
            
            Building
      and Equipment
            
            
            Accumulated
      Depreciation
            
            
            Net
      Book
              ValuePrairieland
      Properties of Syracuse II, L.P.
            
            Syracuse,
      Kansas
            
            
            85,000
            
            
            
            85,000
            
            
            
            310,000
            
            
            
            25,000
            
            
            
            490,000
            
            
            
            185,000
            
            
            
            330,000Raymond
      S. King Apartments Limited Partnership
            
            Greensboro,
      North Carolina
            
            
            437,000
            
            
            
            437,000
            
            
            
            782,000
            
            
            
            10,000
            
            
            
            1,090,000
            
            
            
            320,000
            
            
            
            780,000Rosedale
      Limited Partnership
            
            Silver
      City, New Mexico
            
            
            309,000
            
            
            
            309,000
            
            
            
            1,290,000
            
            
            
            40,000
            
            
            
            1,695,000
            
            
            
            648,000
            
            
            
            1,087,000Shepherd
      South Apartments I, Ltd.
            
            Shepherd,
      Texas
            
            
            121,000
            
            
            
            121,000
            
            
            
            542,000
            
            
            
            12,000
            
            
            
            748,000
            
            
            
            250,000
            
            
            
            510,000Solomon
      Associates I, L.P.
            
            Solomon,
      Kansas
            
            
            138,000
            
            
            
            138,000
            
            
            
            557,000
            
            
            
            16,000
            
            
            
            717,000
            
            
            
            294,000
            
            
            
            439,000Talladega
      County Housing Ltd.
            
            Talladega,
      Alabama
            
            
            653,000
            
            
            
            653,000
            
            
            
            747,000
            
            
            
            62,000
            
            
            
            1,432,000
            
            
            
            448,000
            
            
            
            1,045,000The
      Willows Apartments Limited Partnership
            
            Morganton,
      North Carolina
            
            
            841,000
            
            
            
            841,000
            
            
            
            1,028,000
            
            
            
            76,000
            
            
            
            1,828,000
            
            
            
            513,000
            
            
            
            1,391,000$
            11,867,000
            
            
            $
            11,867,000
            
            
            $
            26,953,000
            
            
            $
            2,903,000
            
            
            $
            47,709,000
            
            
            $
            16,300,000
            
            
            $
            34,311,000





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








68




WNC
      Housing Tax Credit Fund V, L.P., Series 3Schedule
      IIIReal
      Estate Owned by Local Limited PartnershipsMarch
      31, 2007For
      the year ended December 31, 2006Local
      Limited Partnership Name
            
            Rental
      Income
            
            
            Net
      Income
              (Loss)
            
            Status
            
            Year
              Investment
              Acquired
            
            
            Estimated
              Useful
      Life
              (Years)Alliance
      Apartments I Limited Partnership
            
            $
            88,000
            
            
            $
            (35,000
            )
            Completed
            
            1997
            
            
            40Blessed
      Rock of El Monte
            
            
            872,000
            
            
            
            28,000
            
            Completed
            
            1997
            
            
            40Broadway
      Apartments, Limited Partnership
            
            
            356,000
            
            
            
            (115,000
            )
            Completed
            
            1997
            
            
            40Cascade
      Pines, L.P. II
            
            
            1,224,000
            
            
            
            (555,000
            )
            Completed
            
            1997
            
            
            40Curtis
      Associates I, L.P.
            
            
            52,000
            
            
            
            (20,000
            )
            Completed
            
            1997
            
            
            27.5Escatawpa
      Village Associates, Limited Partnership
            
            
            163,000
            
            
            
            (44,000
            )
            Completed
            
            1997
            
            
            27.5Hastings
      Apartments I, Limited Partnership
            
            
            74,000
            
            
            
            (6,000
            )
            Completed
            
            1996
            
            
            40Heritage
      Apartments I, L.P.
            
            
            136,000
            
            
            
            (49,000
            )
            Completed
            
            1997
            
            
            27.5Hillcrest
      Associates, A Limited Partnership
            
            
            119,000
            
            
            
            (23,000
            )
            Completed
            
            1997
            
            
            40Patten
      Towers, L.P. II
            
            
            1,360,000
            
            
            
            2,301,000
            *
            Completed
            
            1996
            
            
            27.5Prairieland
      Properties of Syracuse II, L.P.
            
            
            49,000
            
            
            
            5,000
            
            Completed
            
            1997
            
            
            27.5Raymond
      S. King Apartments Limited Partnership
            
            
            85,000
            
            
            
            (36,000
            )
            Completed
            
            1997
            
            
            30Rosedale
      Limited Partnership
            
            
            130,000
            
            
            
            (33,000
            )
            Completed
            
            1997
            
            
            30Shepherd
      South Apartments I, Ltd.
            
            
            125,000
            
            
            
            6,000
            
            Completed
            
            1996
            
            
            40Solomon
      Associates I, L.P.
            
            
            81,000
            
            
            
            (7,000
            )
            Completed
            
            1997
            
            
            27.5Talladega
      County Housing Ltd.
            
            
            93,000
            
            
            
            (35,000
            )
            Completed
            
            1996
            
            
            40The
      Willows Apartments Limited Partnership
            
            
            147,000
            
            
            
            (29,000
            )
            Completed
            
            1997
            
            
            40$
            5,154,000
            
            
            $
            1,353,000





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




69





SIGNATURES




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





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





By:     WNC
& Associates, Inc.,


General
Partner





By:      /s/ Wilfred N. Cooper,
Jr.


Wilfred
N. Cooper, Jr.,


President
of WNC & Associates, Inc.





Date:   June
29, 2010


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







By:      /s/ Wilfred N. Cooper,
Jr.


Wilfred
N. Cooper, Jr.,


Chief
Executive Officer, President and Director of WNC & Associates, Inc.
(principal executive officer)





Date:   June
29, 2010








By:      /s/ Melanie R.
Wenk


Melanie
R. Wenk


Vice-President
- Chief Financial Officer of WNC & Associates, Inc. (principal financial
officer and principal accounting officer)





Date:   June
29, 2010











By:      /s/ Wilfred N. Cooper,
Sr.


Wilfred
N. Cooper, Sr.,


Chairman
of the Board of WNC & Associates, Inc.





Date:   June
29, 2010








By:      /s/ Kay L.
Cooper


Kay L.
Cooper


Director
of WNC & Associates, Inc.





Date:  
June 29, 2010




70