FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)

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

For the fiscal year ended December 31, 1997

                                       OR

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

For the transition period from ________ to ___________

Commission file number: 0-21895


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

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

California                                                   33-6163848

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

                                                            (714) 662-5565

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

Title of Securities                                Exchanges on which Registered

NONE                                                         NONE



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

UNITS OF LIMITED PARTNERSHIP INTEREST


<PAGE>

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____
         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. x




                       DOCUMENTS INCORPORATED BY REFERENCE

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

NONE



                                       2
<PAGE>


Item 1.  Business

         PART I.


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

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

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

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

Description of Business
-----------------------

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

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

                                       3
<PAGE>

As of December  31,  1997,  the  Partnership  had  invested in 18 Local  Limited
Partnerships. Each of these Local Limited Partnerships owns an Apartment Complex
that is or is expected to be eligible for the Low Income Housing Credit.  All of
the Local Limited  Partnerships also benefit from government  programs promoting
low- or moderate-income housing.

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

As of  December  31,  1997,  17 of the 18  Apartment  Complexes  acquired by the
Partnership were completed and in operation and one was under construction.  The
Apartment  Complexes  owned by the  Local  Limited  Partnerships  in  which  the
Partnership  has  invested  were or are  being  eveloped  by the  Local  General
Partners  who  acquired  the sites and  applied  for  applicable  mortgages  and
subsidies.  The Partnership  became the principal limited partner in these Local
Limited  Partnerships  pursuant  to  arm's-length  negotiations  with the  Local
General  Partners.  As  a  limited  partner,  the  Partnership's  liability  for
obligations of each Local Limited Partnership is limited to its investment.  The
Local General Partner of the Local Limited Partnership retain responsibility for
developing,  constructing,  maintaining,  operating  and managing the  Apartment
Complex.

                                       4
<PAGE>

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

            SCHEDULE OF PROJECTS OWNED BY LOCAL LIMITED PARTNERSHIPS
                   IN WHICH THE PARTNERSHIP HAS AN INVESTMENT
                             AS OF DECEMBER 31, 1996

                                                    No. of          Units              Units               Percentage
Name & Location                                      Units        Completed           Occupied              Occupancy
---------------                                      -----        ---------           --------              ---------
<S>                                                   <C>            <C>              <C>                    <C>

Alliance Apartments I                                   19              19               10                    54%
 Alliance, Nebraska
Blessed Rock of El Monte                               137             137              136                    99%
 El Monte, California
Broadway Apartments                                     78               0                0                     0%
 Hobbs, New Mexico
Cascade Pines, L.P., II                                375             375              360                    96%
 Atlanta, Georgia
Curtis Associates I                                     12              12               11                    92%
 Curtis, Nebraska
Escatawpa Village Associates                            31              31               29                    94%
 Escatawpa, Mississippi
Evergreen Apartments I                                  76              76               22                    29%
 Tulsa, Oklahoma
Hastings Apartments I                                   18              18               16                    89%
 Hastings, Nebraska
Heritage Apartments I                                   30              30               30                   100%
 Berkeley, Montana
Hillcrest Associates                                    28              28               26                    93%
 Ontario, Oregon
Patten Towers, L.P. II                                 221             221              221                   100%
 Chattanooga, Tennessee
Prairieland Prop of Syracuse II                          8               8                8                   100%
 Syracuse, Kansas
Raymond S. King Apts.                                   22              22               22                   100%
 Greensboro, North Carolina
Rosedale Limited Partnership                            31              31               29                    94%
 Silver City, New Mexico
Shepherd South Apts. I                                  24              24               22                    92%
 Shepherd, Texas
Solomon Associates I, L.P.                              16              16               13                    81%
 Solomon, Kansas
Talladega Co. Housing Ltd.                              30              30               30                   100%
 Talladega, Alabama
The Willows Apartments                                  36              36               32                    89%
 Morganton, North Carolina                          
                                                    ------       ---------        ---------          -------------
                                                     1,192           1,114            1,017                    91%
                                                     =====           =====            =====                    ===
</TABLE>
                                       5
<PAGE>

         Series 3 has become a limited partner in Evergreen Apartments I Limited
Partnership,   an  Oklahoma   limited   partnership   ("EVERGREEN");   Hillcrest
Associates, a Limited Partnership,  an Oregon limited partnership ("HILLCREST");
Shepherd South Apartments I, Ltd., a Texas limited  partnership  ("SHEPHERD I");
Talladega County Housing,  Ltd., an Alabama limited  partnership  ("TALLADEGA");
and  The  Willows  Apartments  Limited  Partnership,  a North  Carolina  limited
partnership ("WILLOWS"). Patten Towers, L.P. II, a Tennessee limited partnership
("PATTEN").  Series 3 expects to become a limited partner in Alliance Apartments
I, Limited Partnership,  a Nebraska limited partnership  ("ALLIANCE");  Hastings
Apartments I, L.P., a Nebraska limited partnership ("HASTINGS");  and Raymond S.
King Apartments,  a North Carolina  limited  partnership  ("KING");  Prairieland
Properties of Syracuse II, L.P., a Kansas limited  partnership  ("PRAIRIELAND");
Heritage  Apartments I, L.P., a Missouri limited partnership  ("HERITAGE");  and
Solomon Associates I, L.P., a Missouri limited partnership ("SOLOMON");  Cascade
Pines, L.P. II, a Georgia limited partnership ("CASCADE");  and Rosedale Limited
Partnership, a New Mexico limited partnership ("ROSEDALE"); Curtis Associates I,
L.P., a Nebraska limited partnership ("CURTIS").

         Series 3 and WNC Housing Tax Credit Fund V, L.P., Series 4 ("SERIES 4")
have each acquired one-half of the Local Limited Partnership Interest in Blessed
Rock of El Monte, a California limited partnership ("BLESSED ROCK").

         Series 3 expects to become a limited  partner in  Broadway  Apartments,
Limited  Partnership,  a  New  Mexico  limited  partnership  ("BROADWAY");   and
Escatawpa  Village   Associates,   L.P.,  a  Mississippi   limited   partnership
("ESCATAWPA").

 . EVERGREEN owns the Evergreen Apartments in Tulsa Oklahoma;  HILLCREST owns the
Hillcrest  Apartments  in Ontario,  Oregon;  SHEPHERD I owns the Shepherd  South
Apartments  I in  Shepherd,  Texas;  TALLADEGA  owns  Indian  Hills  Estates  in
Talladega,  Alabama; and WILLOWS owns The Willows Apartments in Morganton, North
Carolina; ALLIANCE owns the Alliance Apartments in Alliance,  Nebraska; HASTINGS
owns the Hastings  Apartments  in Hastings,  Nebraska;  KING owns the Raymond S.
King Apartments in Greensboro, North Carolina; and PATTEN owns the Patten Towers
Apartments in Chattanooga,  Tennessee;  BROADWAY owns the Broadway Apartments in
Hobbs, New Mexico; HERITAGE owns the Heritage Apartments in Berkeley,  Missouri;
PRAIRIELAND  owns the North Ridge  Apartments in Syracuse,  Kansas;  and SOLOMON
owns the North Pine Village Apartments in Solomon, Kansas; BLESSED ROCK owns the
Blessed Rock of El Monte  Apartments in El Monte,  California;  CASCADE owns the
Cascade  Pines  Apartments  in  Atlanta,   Georgia;  CURTIS  owns  the  Bergwood
Apartments in Curtis, Nebraska;  ESCATAWPA owns the Escatawpa Village Apartments
in  Escatawpa,  Mississippi;  and ROSEDALE  owns the Valley View  Apartments  in
Silver City, New Mexico.

         Included herein is a discussion of a Local Limited Partnership Interest
acquired by SERIES 3.

         Series 3's currently required capital contribution to the Local Limited
Partnerships  identified  herein will  represent  investment in 18 Local Limited
Partnerships  and  all of the  Partnership's  offering  proceeds  available  for
investment. The Apartment Complexes owned by all such Local Limited Partnerships
are located in 13 states and are being developed and constructed by 13 different
development teams. Seven of the Apartment  Complexes are financed by RECDS, nine
are financed by other government  assistance  programs or a combination of other
government  assistance  programs  and  "conventional"  financing,  and  two  are
financed solely by "conventional" financing. Five of the Apartment Complexes are
designed for senior citizens.

         The  following  tables  contain  information  concerning  the Apartment
Complexes owned by the Local Limited Partnerships identified herein


                                       6
<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
                                                                                LOCAL LIMITED
                          ESTIMATED                                PERMANENT    PARTNERSHIP'S
                          CONSTRUC-                                MORTGAGE     ANTICIPATED
LOCAL       PROJECT       TION         NUMBER OF       BASIC       LOAN         AGGREGATE
LIMITED     NAME/NUMBER   COMPLETION   APARTMENT       MONTHLY     PRINCIPAL    TAX CREDITS
PARTNERSHIP OF BUILDINGS  DATE         UNITS           RENTS       AMOUNT       (1)
--------------------------------------------------------------------------------------------
<S>         <C>           <C>          <C>             <C>         <C>          <C>


EVERGREEN   Evergreen     November     25 1BR units     $280       $650,000     $990,850
            Apartments      1995       43 2BR units     $320       CFB (3)
            (2)                         8 3BR units     $450
                                                                   $324,425
            3 buildings                                             MWPHGL
                                                                   (4)
                                      
--------------------------------------------------------------------------------------------

HILLCREST   Hillcrest     Completed    26 1BR units      $350      $1,311,000   $683,400
            Apartments                  2 2BR units      $370      RECDS (6)
            (5)                        
                                      
            8 buildings

--------------------------------------------------------------------------------------------
SHEPHERD    Shepherd      November      8 1BR units     $232       $583,900     $277,640
  I         South           1995       16 2BR units     $300       RECDS (6)
            Apartments                  
            I                        
            (2)

            6 buildings
--------------------------------------------------------------------------------------------
TALLADEGA   Indian        August        8 1BR units      $198      $576,000     $1,265,000
            Hills          1996        12 2BR units      $237      AHFA(7)
            Estates                     6 3BR units      $374
                                                                   $246,513
                                                                   Colonial
            5 buildings                                            Bank (8)
--------------------------------------------------------------------------------------------           
WILLOWS     The Willows   December     34 1BR units    $269-312    $254,500     $1,426,280
            Apartments       1996       2 2BR units      $375      CICNC (9)
            (5)                      
                                                                   $900,000
            1 building                                             NCHFA (10)

                                                                   $40,000
                                                                   City of
                                                                   Morganton(11)
--------------------------------------------------------------------------------------------
ALLIANCE    Alliance      Completed     6 2BR units      $336      $500,000     $1,089,660
            Apartment     July 1995    13 3BR units      $468      CFB (12)
                                    
            9 buildings                                            $147,779
                                                                   City of
                                                                   Alliance
                                                                   (13)
--------------------------------------------------------------------------------------------
HASTINGS    Hastings      February      6 2BRunits       $359      $450,000     $993,600
            Apartments      1996       12 3BR units      $419      FNBO (14)
                                    
            9 buildings                   

--------------------------------------------------------------------------------------------
KING        Raymond S.    November     22 2BR units      $250      $719,000     $974,798
            King            1996                                   City of
            Apartments                                             Greensboro
            (5)                                                    (15)
            2 buildings
--------------------------------------------------------------------------------------------
                                       7
<PAGE>

--------------------------------------------------------------------------------------------
                                                                                LOCAL LIMITED
                          ESTIMATED                                PERMANENT    PARTNERSHIP'S
                          CONSTRUC-                                MORTGAGE     ANTICIPATED
LOCAL       PROJECT       TION         NUMBER OF       BASIC       LOAN         AGGREGATE
LIMITED     NAME/NUMBER   COMPLETION   APARTMENT       MONTHLY     PRINCIPAL    TAX CREDITS
PARTNERSHIP OF BUILDINGS  DATE         UNITS           RENTS       AMOUNT       (1)


--------------------------------------------------------------------------------------------
PATTEN      Patten        June 1996    32 studio       $508 (8)    $7,000,000   $3,911,130
            Towers                      units                      Hamilton
            Apartments                 188 1BR         $563 (8)    County IDB
            (5) (2)                     units                      (16)
                                       1 2BR unit      $644 (8)    $875,000
            1 building                                             Hamilton
                                                                   County IDB
                                                                   (17)
--------------------------------------------------------------------------------------------
BROADWAY    Broadway      December     30 1BR          $272-335    $1,215,000   $3,613,990
            Apartments    1996         units           $324-399    BA (2)
                                       16 2BR          $372-458
            9 buildings                units                       $150,538
                                       32 3BR                      HOME (3)
                                       units
--------------------------------------------------------------------------------------------
HERITAGE    Heritage      June         30 1BR          $250-300    $577,350     $1,370,670
            Apartments    1997         units                       MHDC (5)

            1 building                                             $135,957
            (5)                                                    St. Louis
                                                                   County (6)
--------------------------------------------------------------------------------------------
PRAIRIE-    North Ridge   September    2 1BR units     $270        $295,171     $152,460
LAND        Apartments    1996         4 2BR units     $315        RECDS (6)
                                       2 3BR units     $340
            4 buildings
--------------------------------------------------------------------------------------------
SOLOMON     North Pine    January       4 1BR units    $269        $561,366     $253,678
            Village       1997         12 2BR units    $352        RECDS (6
            Apartments

            4 buildings
--------------------------------------------------------------------------------------------
BLESSED     Blessed       August       136 1BR         $402        $2,600,000   $9,147,920
ROCK        Rock of El    1997         units           $0 (mgr     FENB (22)
            Monte                      1 2BR unit       unit)
            Apartments                                             $275,000
                                                                   EMCRA (23)
            14
            buildings                                              $650,000
            (5)                                                    DCF (24)
--------------------------------------------------------------------------------------------
CASCADE     Cascade       October      94 1BR          $329-$365   $2,465,000   $2,681,950
            Pines         1996         units           $399-$470   URFA (25)
            Apartments                 187 2BR         $499-$530
                                       units                       $4,990,000
            38                         94 3BR                      URFA (25)0
            buildings                  units
            (5)                                                    $1,100,000
                                                                   URFA (25)
-------  ------------  -----------  ------------  -----------  ------------  -----------

                                       8
<PAGE>


--------------------------------------------------------------------------------------------
                                                                                LOCAL LIMITED
                           ESTIMATED                               PERMANENT    PARTNERSHIP'S
                           CONSTRUC-                               MORTGAGE     ANTICIPATED
LOCAL       PROJECT        TION        NUMBER OF       BASIC       LOAN         AGGREGATE
LIMITED     NAME/NUMBER    COMPLETION  APARTMENT       MONTHLY     PRINCIPAL    TAX CREDITS
PARTNERSHIP OF BUILDINGS   DATE        UNITS           RENTS       AMOUNT       (1)
--------------------------------------------------------------------------------------------
CURTIS      Bergwood       July 1996    4 1BR units    $265        $430,000     $181,120
            Apartments                  8 2BR units    $320        RECDS (6)
            3 buildings
            (2)
--------------------------------------------------------------------------------------------
ESCATAWPA   Escatawpa      September    8 1BR units    $317        $900,500     $493,720
            Village         1996       23 2BR units    $369        RECDS (6)
            Apartments

            12 buildings
            (2)
--------------------------------------------------------------------------------------------
ROSEDALE    Valley View    January      6 1BR units    $295        $1,330.000   $547,280
            Apartment       1996       19 2BR units    $358        RECDS (6)
                                        6 3BR units    $418
            4 buildings
------  ------------  -----------  -------------  -----------  -----------  ------------
</TABLE>

(1) Low Income Housing Credits are available over a 10-year period. For the year
in which the credit  first  becomes  available,  Series 3 will receive only that
percentage of the annual credit which corresponds to the number of months during
which  Series 3 was a limited  partner  of the Local  Limited  Partnership,  and
during  which the  Apartment  Complex  was  completed  and in  service.  See the
discussion under "The Low Income Housing Credit" in the Prospectus.

(2)      Rehabilitation property.

(3)  Commercial  Federal Bank ("CFB") will provide the first mortgage loan for a
term of 15 years at an annual interest rate of 8.5%. Principal and interest will
be payable monthly based on a 22-year amortization  schedule with the balance of
the loan due and payable in the 15th year.

(4) Most Worshipful  Prince Hall Grand Lodge  ("MWPHGL") will provide the second
mortgage loan for a term of 15 years at an annual interest rate of 5%. Principal
and interest will be payable monthly based on a 15- year amortization schedule.

(5) Property designed for senior citizens.

(6) RECDS  provides  mortgage  loans under the RECDS  Section 515 Mortgage  Loan
Program.  Each of these  mortgage  loans  will be a  50-year  loan and will bear
annual  interest at a market rate prior to reduction  of the interest  rate by a
mortgage  interest  subsidy to an annual rate of 1%, with principal and interest
payable monthly based on a 50-year amortization schedule.

(7) Alabama Housing Finance Agency ("AHFA") will provide the first mortgage loan
under the HOME program for a term of 20 years at an annual  interest rate of .5%
with  principal  payable  monthly based on a 20-year  amortization  schedule and
interest payable at maturity.

                                       9
<PAGE>

(8) Colonial  Bank will provide the second  mortgage loan for a term of 20 years
at an annual interest rate of 10.5% with principal and interest  payable monthly
based on a 20-year amortization schedule.

(9) Community  Investment  Corporation of North Carolina  ("CICNC") will provide
the first  mortgage  loan for a term of 30 years at an annual  interest  rate of
9.25%.  Principal  and  interest  will be  payable  monthly,  based on a 30-year
amortization schedule.

(10) North Carolina  Housing  Financial Agency ("NCHFA") will provide the second
mortgage  loan  interest-free  for  a  term  of  30  years  based  on a  30-year
amortization schedule, payable monthly.

(11) The City of Morganton  will provide the third  mortgage loan  interest-free
for a term of 20 years, with principal payments due upon maturity of the loan.

(12) Commercial  Federal Bank ("CFB") will provide the first mortgage loan for a
term of 15 years at an annual interest rate of 8.5%. Principal and interest will
be payable monthly based on a 22-year  amortization  schedule.  (13) The City of
Alliance  will  provide  the second  mortgage  loan for a term of 20 years at an
annual interest rate of 0.1%.
Principal and interest will be payable  monthly based on a 20-year  amortization
schedule.

(14) First  National Bank of Omaha ("FNBO") will provide the mortgage loan for a
term of 15 years at a variable interest rate. The note rate will be fixed for 36
months, and every 36 months thereafter,  at the adjusted rate which is 225 basis
points over the Three-year  Treasury Constant  Maturities.  The note will have a
floor rate of 8.5% and a ceiling rate of 12.5%.  Principal  and interest will be
payable monthly based on a 15-year amortization schedule.

(15) The City of Greensboro has approved funding for the  rehabilitation  of the
Apartment Complex in the aggregate amount of $719,000.  The funding sources will
be $355,240 of HOME fundings and $363,750 from the City's Community  Development
Block Grant Loan Guarantee  Program.  The mortgage loan is  interest-free  for a
term of 30 years with a balloon payment at the end of the term. The HOME Program
was  created  under  the  National  Affordable  Housing  Act  of  1990.  States,
metropolitan  cities,  urban counties and consortia  (contiguous  units of local
government)  are  eligible  to become  participating  jurisdictions  in the HOME
Program.  The HOME  funds are  allocated  by  formula,  with 60% of these  funds
available  for  metropolitan  cities,  urban  counties and consortia and 40% for
states. HOME funds may be used for tenant-based rental assistance, assistance to
home-buyers and homeowners, property acquisition, new construction,  moderate or
substantial rehabilitation,  site improvements,  demolition, relocation expenses
and other reasonable and necessary expenses related to development of non-luxury
housing.

(16) The Local Limited Partnership has received tax-exempt bond financing in the
aggregate  principal amount of $7,000,000 (the "Tax-Exempt Bond"). The issuer of
the  bonds is the  Industrial  Development  Board  of the  County  of  Hamilton,
Tennessee ("IDB").  The Tax-Exempt Bond was issued in five separate bonds, fully
amortized by their  respective  maturity dates,  as follows:  $2,465,000 at 5.5%
interest per year  maturing on August 1, 2005;  $1,080,000  at 5.9% interest per
year maturing on February 1, 2008;  $830,000 at 7% interest per year maturing on
February 1, 2009; $670,000 at 6.1% interest per year maturing on August 1, 2015;
and  $1,955,000  at 6.175%  interest per year  maturing on August 1, 2026.  Upon
funding of the bonds  approximately  $390,000  will be held by the  Trustee in a
separate debt service  reserve fund to be used by the Trustee for payment of the
bonds,   if  required.   Principal  and  interest  on  the  bonds  will  be  due
semi-annually on February 1 and August 1 of each year.

                                       10
<PAGE>

(17) The Local Limited  Partnership  will receive  taxable bond financing in the
principal amount of $875,000 at 6.45% interest per year and maturing on February
1, 2002  ("Taxable  Bond").  The Taxable Bond,  which is fully  amortized by its
maturity date with  principal and interest due  semi-annually  on February 1 and
August 1 of each year, was issued by IDB.

(18) Bank of America ("BA") will provide the first mortgage loan for 15 years at
an annual interest rate of 11.5%. Principal and interest will be payable monthly
based on a 30-year amortization  schedule,  and all unpaid principal will be due
upon maturity of the loan.

(19) HOME funds will be provided for the second  mortgage  loan for a term of 50
years at an annual interest rate of 7%. Payments are based upon the availability
of cash flow.  Principal  and  interest  will accrue if not paid and will be due
upon maturity of the loan.

 (20) Missouri Housing  Development  Commission  ("MHDC") will provide the first
mortgage loan for a term of 35 years at an annual interest rate of 1%. Principal
and interest will be payable monthly based on a 35-year amortization schedule.

(21) St.  Louis County will  provide the second  mortgage  loan for a term of 35
years at no interest. Principal payments will be made from surplus cash flow and
will  accrue if not paid.  Accrued  principal  will be due upon  maturity of the
loan.

(22) Far East National Bank ("FENB") will provide the first  mortgage loan for a
term of 30 years at an annual interest rate of 8.5%. Principal and interest will
be payable monthly, based on a 20-year amortization schedule.

(23) El Monte Community  Redevelopment  Agency ("EMCDA") will provide the second
mortgage loan for a term of 15 years at an annual  interest rate of 4%. The loan
will be repaid based on residual receipts.

(24) Deferred City Fees ("DCF") will provide the third  mortgage loan for a term
of 30 years at an annual  interest  rate of 1%. The loan will be repaid based on
residual receipts

(25) Urban Residential  Finance Authority (URFA) will provide the first mortgage
loan for a term of 15 years at an annual  interest rate of 6.25%.  Principal and
interest will be payable annually based on a 15-year amortization schedule. URFA
will  provide  the  second  mortgage  loan for a term of 30  years at an  annual
interest rate of 6.6%.  Principal and interest will be payable annually based on
a 30-year amortization schedule. URFA will provide the third mortgage loan for a
term of 30 years at an annual  interest rate of 7%.  Principal and interest will
be payable annually based on a 30-year amortization schedule.

Tulsa  (EVERGREEN):  Tulsa  (population  367,000)  is the  county  seat of Tulsa
County,  and is in northeast  Oklahoma at the intersection of Interstate Highway
44 and U.S.  Highway 75. The major  employers  for Tulsa  residents are American
Airlines, Tulsa Public Schools, and St. Francis Hospital.

Ontario  (HILLCREST):  Ontario  (population  9,700)  is  in  Malheur  County  in
east-central  Oregon on U.S. Highway 20-26, near Interstate  Highway 84. Ontario
is the trade center for this area, known as the Western  Treasure Valley.  Major
employers for the Ontario area include Ore-Ida Foods,  Woodgrain  Moulding,  and
American Fine Foods.

Shepherd  (SHEPHERD I): Shepherd  (population 1,800) is in San Jacinto County at
the intersection of U.S. Highway 59 and State Highway 156, in east-central Texas
approximately  50 miles  northeast of Houston.  The major employers for Shepherd
residents are the Shepherd Independent School District and EGC Plastics.

Talladega  (TALLADEGA):  Talladega  (population  74,000) is in  central  Alabama
approximately  55 miles east of  Birmingham  and is the county seat of Talladega
County.  Interstate  Highway  20 is ten  miles  north  of the  city.  The  major
employers  in the area are  Kimberly  Clark  Corporation  (paper/pulp),  Russell
Corporation    (apparel),    Sullivan   Graphics   (commercial   printing)   and
Georgia-Pacific (plywood lumber pulp).

                                       11
<PAGE>

Morganton (WILLOWS):  Morganton  (population 15,200) is the county seat of Burke
County in the western section of North Carolina, 70 miles northwest of Charlotte
and 55 miles east of Asheville, at the intersection of Interstate Highway 40 and
U.S.  Highway 64. The city's major  industries are furniture  manufacturing  and
textiles.  Two of the area's largest employers are Alba Waldensian (hosiery) and
Masco/Drexel Heritage (furniture).

Alliance (ALLIANCE): Alliance (population 9,800) is the county seat of Box Butte
County,  Nebraska,  and is near the  intersection of U.S.  Highway 385 and State
Highway  2, in the  western  part of the state.  Major  employers  for  Alliance
residents are Burlington Northern, Dayco, and Woolrich.

Hastings  (HASTINGS):  Hastings  (population 23,000) is the county seat of Adams
County, Nebraska, in the south-central part of the state, 150 miles southwest of
Omaha, at the  intersection of U.S.  Highways 6, 34 and 281. The major employers
are Mary Lanning Memorial  Hospital,  Hastings Regional  Hospital,  and Hastings
Public School District.

Greensboro  (KING):  Greensboro  (population  187,000)  is the  county  seat  of
Guilford  County,  North  Carolina,  and  is  located  at  the  intersection  of
Interstate Highways 40 and 85,  approximately 25 miles east of Winston-Salem and
85 miles northwest of Raleigh.  The largest  employers for Greensboro  residents
are local and county  governments,  Sears,  Roebuck and  Company,  and  American
Telephone and Telegraph.

Chattanooga  (PATTEN):  Chattanooga  (population 150,000) is located in Hamilton
County,  Tennessee,  in the south-central part of the state near the Georgia and
Alabama borders,  at the intersection of Interstate  Highways 24, 59 and 75. The
major employers are the Tennessee Valley Authority,  Erlanger Medical Center and
Provident Life and Accident (insurance company).

Hobbs  (BROADWAY):  Hobbs  (population  30,000)  is  located  in Lea  County  in
southeast New Mexico on U.S.  Highway  62/180.  The economy of Hobbs is based on
the  petroleum  industry,  with  four of the ten  largest  employers  conducting
petroleum  related  businesses.  However,  the three largest employers for Hobbs
residents  are the Hobbs  Municipal  Schools,  Lea  Regional  Hospital  and city
government.

Berkeley (HERITAGE): Berkeley (population 11,000) is located in St. Louis County
in eastern Missouri,  near Interstate  Highways 70, 170 and 270, and is a suburb
of the city of St.  Louis.  The  major  employers  for  Berkeley  residents  are
McDonnell Douglas, Ferguson-Florissant Schools, and Lambert-St. Louis Airport.

Syracuse  (PRAIRIELAND):  Syracuse  (population  1,600)  is the  county  seat of
Hamilton County,  Kansas, and is located in the western part of the state at the
intersection  of U.S.  Highway 50 and State  Highway 27. The economy of Hamilton
County is based largely on agriculture.  The Syracuse  Unified School  District,
Hamilton  County  Hospital and county  government  are the largest  employers in
Syracuse.
                                       12
<PAGE>

Solomon  (SOLOMON):  Solomon  (population 1,000) is located in Dickinson County,
Kansas,  in  the  central  part  of  the  state  along  Interstate  Highway  70,
approximately  90 miles  west of Topeka.  Agriculture  plays a major role in the
economy of Dickinson County.  Many of Solomon's residents commute to Abilene and
Salina  for  employment.  The  largest  employers  within  Solomon  are  Solomon
Corporation (transformer  manufacturing),  Mid Kansas Auto Truck Center, and the
Solomon Unified School District.

El Monte (BLESSED ROCK): El Monte (population 106,000) is in Los Angeles County,
California,  in the San Gabriel Valley,  approximately 12 miles east of downtown
Los Angeles.  The major  employers for El Monte  residents are Wells Fargo Bank,
Von's Co., Inc. (distribution warehouse), and Sargent-Fletcher (air frames).

Atlanta (CASCADE): Atlanta (population 394,000) is the state capital of Georgia,
and is located in Fulton County at the  intersection of Interstate  Highways 85,
75 and 20. Atlanta is considered the  commercial,  transportation  and financial
capital of the Southeast.  It is the national  headquarters for Coca-Cola,  CNN,
Delta Air Lines, United Parcel Service, Home Depot, and Holiday Inn-Worldwide.

Curtis  (CURTIS):   Curtis  (population  800)  is  in  Frontier  County  in  the
south-central  part of Nebraska,  near the  intersection of U.S.  Highway 83 and
State Highways 18 and 23. Major employers for Curtis residents are Maywood Corp.
(agricultural  products),  Sunset Haven Nursing  Community,  and NCTA  Technical
School.

Escatawpa  (ESCATAWPA):  Escatawpa  (population  3,900) is in Jackson  County in
southern  Mississippi  on  Interstate  Highway  10.  Mobile,  Alabama is located
approximately  20 miles east of  Escatawpa.  Major  employers in Jackson  County
include Ingalls (shipbuilding), Chevron Refinery, and International Paper.

Silver City (ROSEDALE):  Silver City  (population  10,600) is the county seat of
Grant County in southwest New Mexico near the  intersection of U.S.  Highway 180
and State  Highway 90. Major  employers  for Rosedale  residents are Silver City
Daily Press and Southwest Transit Mix.

                                       13
<PAGE>

<TABLE>
<CAPTION>
                                                             SHARING RATIOS:
                                                             ALLOCATIONS (3)    SERIES 3's
LOCAL        LOCAL                         SHARING RATIOS:   AND SALE OR        CAPITAL
LIMITED      GENERAL        PROPERTY       CASH FLOW         REFINANCING        CONTRIBUTION
PARTNERSHIP  PARTNERS       MANAGER (1)    (2)               PROCEEDS (4)       (5)
----------------------------------------------------------------------------------
<S>          <C>            <C>            <C>               <C>                <C>  


EVERGREEN    Most           Retro          WNC: 1st $5,000      99/1            $549,305
             Worshipful     Management     LGP: 2nd $5,000      50/50
             Prince Hall    Group, Inc.    Balance:
             Grand Lodge        (8)        WNC: 25%
              (6)                          LGP: 75%

             Retro
             Development
             of Oklahoma,
             Inc. (7)

---------------------------------------------------------------------------------------------

HILLCREST    Riley J. Hill  Riley J. Hill  WNC: 1st             99/1            $353,505
               (9)            (9)          $1,000               50/50
                                           LGP: the
                                           balance


---------------------------------------------------------------------------------------------
SHEPHERD     Donald W.      Wilmic         WNC: 1/3             99/1            $121,369
   I         Sowell (10)    Ventures,      LGP: 2/3             50/50
                            Inc.
                            (11)

---------------------------------------------------------------------------------------------
TALLADEGA    Thomas H.      Apartment      WNC: 1/3             99/1            $653,237
             Cooksey (12)   Services and   LGP: 2/3             50/50
                            Management
             Apartment      Co.
             Developers,    (13)
             Inc. (12)

WILLOWS      Gordon         GEM            WNC: 1/3             99/1            $841,433
             Douglas        Management,    LGP: 2/3             50/50
             Brown, Jr.     Inc. (17)
             (14)

             John C.
             Loving (15)

            Western N.C.
            Housing
            Partnership,
            Inc. (16)

---------------------------------------------------------------------------------------------
ALLIANCE    Retro           Retro          WNC: 1st $2,500      99/1            $604,108
            Development,    Management     LGP: 2nd $2,500      50/50
            Inc. (18)       Group, Inc.    Balance:
                            (8)            WNC: 25%
                                           LGP: 75%

                                       14
<PAGE>

                                                             SHARING RATIOS:
                                                             ALLOCATIONS (3)    SERIES 3's
LOCAL       LOCAL                          SHARING RATIOS:   AND SALE OR        CAPITAL
LIMITED     GENERAL         PROPERTY       CASH FLOW         REFINANCING        CONTRIBUTION
PARTNERSHIP PARTNERS        MANAGER (1)    (2)               PROCEEDS (4)       (5)

---------------------------------------------------------------------------------------------

HASTINGS    Retro           Retro          WNC: 1st $2,500      99/1            $542,107
            Development,    Management     LGP: 2nd $2,500      25/75
            Inc. (18)       Group, Inc.    Balance:
                            (8)            WNC: 25%
            Most                           LGP: 75%
            Worshipful
            Prince Hall
            Grand Lodge
            (19)

---------------------------------------------------------------------------------------------

 KING       Project         Wynnefield     WNC: 1/3             99/1            $473,100
            Homestead,      Properties,    LGP: 2/3             50/50
            Inc. (20)       Inc.
                            (21)


PATTEN      Patten          Lawler-Wood,   WNC: Greater of      99/1            $2,154,201
            Towers, LLC     Inc. (23)      $5,000 or 15%        50/50
            (22)                           LGP: 40%
                                           Balance:
                                           WNC: 50%
                                           LGP: 50%
---------------------------------------------------------------------------------------------
BROADWAY    Trianon         Trianon        WNC:  Greater of     99/1            $2,003,595
            Development     Development    15% or $5,000        50/50
            Corporation     Corporation    LGP:  40%
            (24)            (24)           Balance:             50/50

            Foundation
            for
            Social
            Resources,
            Inc.
            (25)


HERITAGE    Kenneth M.      Lockwood       WNC: 1/3             99/1            $753,295
            Vitor (26)      Realty,        LGP:  2/3            50/50
                            Inc. (28)
            Joseph A.
            Shepard (27)
--------    -------------- -------------- ----------------- ------------- ----------------

PRAIRIE-    Kenneth M.      Lockwood       WNC:  1/3            99/1            $84,524
LAND        Vitor (26)      Realty, Inc.   LGP: 2/3             50/50
                            (28)
            Joseph A.
            Shepard (27)
-------- -------------- -------------- ----------------- ------------- ----------------

SOLOMON     Kenneth M.      Lockwood       WNC: 1/3             99/1            $142,061
            Vitor (26)      Realty,        LGP:  2/3            50/50
                            Inc. (28)
            Joseph A.
            Shepard (27)
---------------------------------------------------------------------------------------------
BLESSED     Everland,       Professional   WNC: Greater         98.99/.01/1     $2,603,955
ROCK        Inc.            Apartment      of 30% or            50/50
            (28)            Management,    $12,000
                            Inc. (29)      LGP: 40% of
                                           the balance
                                           The balance:
                                           50/50
---------------------------------------------------------------------------------------------
CASCADE     Urban           Brencor Asset  WNC:    greater      98/2            $1,346,961
            Residential     Management,    of    10%    or      50/50
            Management,     Inc. (31)      $5,000
            Inc. (30)                      LGP: 45%
                                           Balance:
                                           WNC:10.9%;
                                           LGP: 89.1%
-------- -------------- -------------- ---------------- -------------- ----------------


<PAGE>


                                                             SHARING RATIOS:
                                                             ALLOCATIONS (3)    SERIES 3's
LOCAL        LOCAL                         SHARING RATIOS:   AND SALE OR        CAPITAL
LIMITED      GENERAL       PROPERTY        CASH FLOW         REFINANCING        CONTRIBUTION
PARTNERSHIP  PARTNERS      MANAGER (1)     (2)               PROCEEDS (4)       (5)

------- -------------- -------------- --------------------------- -------- -----------
CURTIS       Joseph A.      Lockwood       WNC: 1/3                99/1         $88,366
             Shepard (27)   Realty,        LGP:  2/3               50/50
                            Inc. (28)
             Kenneth  M.
             Vitor (26)

------- -------------- -------------- --------------------------- -------- -----------
ESCATAWPA   Olsen          Olsen           WNC: 1/3                  99/1       $248,646
            Securities     Securities      LGP: 2/3                  91/9
            Corporation    Corporation
            (32)           (32)

------- -------------- -------------- --------------------------- -------- -----------
------- -------------- -------------- --------------------------- -------- -----------
ROSEDALE  Deke Noftsker  M-DC Group,       WNC: greater of           99/1       $308,762
          (33)           Inc.      dba     33% or $1,400             50/50
                         Alpha             LGP: 67%
                         Management
                         Co, Inc. (34)

------- -------------- -------------- --------------------------- -------- -----------
</TABLE>

(1) The maximum annual  management fee payable to the property manager generally
is determined  pursuant to lender  regulations.  Each Local  General  Partner is
authorized to employ either itself or one of its  Affiliates,  or a third party,
as property manager for leasing and management of the Apartment  Complex so long
as the fee therefor  does not exceed the amount  authorized  and approved by the
lender for the Apartment Complex.

(2)  Reflects  the amount of the net cash flow from  operations,  if any,  to be
distributed to Series 3 ("WNC") and the Local General  Partner(s) ("LGP") of the
Local Limited Partnership for each year of operations.  Generally, to the extent
that the specific  dollar  amounts which are to be paid to Series 3 are not paid
annually,  they will accrue and be paid from sale or refinancing  proceeds as an
obligation of the Local Limited Partnership.

(3) Subject to certain special allocations,  reflects the respective  percentage
interests of Series 3 and the Local General  Partner(s)  in profits,  losses and
Low  Income  Housing  Credits  commencing  with  entry of  Series 3 as a limited
partner.


                                       16
<PAGE>

(4)  Reflects  the  percentage  interests  of  Series  3 and the  Local  General
Partner(s) in any net cash proceeds  from sale or  refinancing  of the Apartment
Complex,  after payment of the mortgage loan and other Local Limited Partnership
obligations (see, e.g., note 3), and the following,  in the order set forth: The
capital  contribution  of Series 3; and the  capital  contribution  of the Local
General Partner.

(5)  Series  3 will  make  its  capital  contributions  to  each  Local  Limited
Partnership  in  stages,  with each  contribution  due when  certain  conditions
regarding  construction  or  operations  of  the  Apartment  Complex  have  been
fulfilled.

(6) Most Worshipful Prince Hall Grand Lodge ("MWPHGL") was formed 103 years ago,
and was  incorporated  in 1982. One of its goals is to foster the development of
safe,  decent and affordable  housing to individuals  and families  earning less
than 60% of the median income of the area. The  corporation  has  represented to
Series  3 that,  as of  December  10,  1994,  it had a net  worth in  excess  of
$3,000,000.  (7) Retro  Development  of  Oklahoma,  Inc.  was  formed in 1994 by
Douglas E. Hiner.  The company has  represented to the  Partnership  that, as of
December 31, 1994, its net worth was minimal  Construction and operating deficit
guarantees  will be  provided  by  Douglas  E.  Hiner.  Mr.  Hiner,  age 55, has
represented  to the Series 3 that,  as of August 2, 1995,  he had a net worth in
excess of $6,500,000.

(8) Retro  Management  Group,  Inc.  was formed in 1994.  The company  currently
manages more than 2,200 units in conventional and government  financed apartment
projects in Oklahoma,  Nebraska and Iowa.  The company's  principal,  Douglas E.
Hiner, has been involved in property management since 1974.

(9) Riley J. Hill has been involved in the construction  industry since 1969. He
owns and manages in excess of 200 tax credit apartment units. Mr. Hill graduated
from Yakima Valley College.  Mr. Hill, age 48, has represented to Series 3 that,
as of December 31, 1994, he had a net worth in excess of $3,000,000.

(10) Donald W. Sowell has been a principal and chief executive officer of D.W. &
S. Construction,  Inc. since 1985. The corporation was formed for the purpose of
providing  construction and  construction-related  services to the multi-family,
single-family  and  commercial-use  markets.  D.W. & S.  Construction,  Inc. has
completed  more  than   $12,000,000  in   multi-family,   light  commercial  and
residential  construction.  Since 1979 Mr. Sowell has been a principal and chief
executive  officer  of Don Sowell  Development,  Inc.,  a  property  development
company which has developed $19,000,000 of real estate in Texas and Mississippi.
Mr. Sowell,  age 56, has represented to Series 3 that, as of September 30, 1994,
he had a net worth in excess of $3,000,000.

(11) Wilmic  Ventures,  Inc. is a Texas  corporation  which was  incorporated in
1984.  The  corporation  is comprised of Wilmic  Property  Management and Wilmic
Laundries,  two separate  divisions.  Donald W. Sowell is a principal  and chief
executive  officer of Wilmic  Ventures,  Inc. Wilmic Property  Management  began
operating in 1979 and manages more than 1,200 apartment  units, 386 of which are
tax credit units.

(12)  Thomas  H.  Cooksey  has been  involved  in real  estate  development  and
apartment  management  since  1980 and,  currently,  is the  general  partner of
partnerships that own apartment  complexes  located in 65 towns,  principally in
Alabama.  Mr. Cooksey,  age 54, has represented to Series 3 that, as of June 22,
1995, he had a net worth in excess of $8,900,000. Apartment Developers, Inc. was
formed in 1993 by Mr. Cooksey,  Charles Farrow,  Jr. and Kay Wallace to act as a
corporate  general  partner  of the Local  Limited  Partnership  which  owns the
Apartment  Complex.  Mr. Cooksey is the president and owner of the  corporation.
Apartment Developers, Inc.
has a nominal shareholders' equity.

(13) Apartment Services and Management Co. was formed in 1986. Thomas H. Cooksey
is  president  and  owner  of 50% of the  corporation.  Apartment  Services  and
Management  Co.  manages in excess of 1,200  apartment  units,  more than 800 of
which are tax credit units.

(14) Gordon  Douglas  Brown,  Jr. has been involved in real estate  development,
finance,   and  analysis  since  1964.  His  development   experience   includes
apartments, office buildings,  condominiums, and shopping centers. Together with
John C. Loving, Mr. Brown has developed 20 apartment projects in North Carolina.
Mr. Brown, age 55, has represented to Series 3 that, as of September 1, 1995, he
had a net worth in excess of $1,700,000.

                                       17
<PAGE>


(15) John C.  Loving  is the  owner  and  general  manager  of John  Loving  and
Associates.  Since 1971,  Mr. Loving has been  involved in real estate  finance,
management,  sales and  development.  He earned a Masters of Commerce  degree in
finance from the University of Richmond,  and is a member of the Raleigh Chamber
of Commerce and the Wake County Homebuilders Association.  Mr. Loving has served
as director of Raleigh Academy,  and is a director of the North Carolina Council
for Rural Rental Housing.  Mr. Loving, age 50, has represented to Series 3 that,
as of August 31, 1995, he had a net worth in excess of $1,600,000.

(16)  Western  N.  C.  Housing  Partnership,   Inc.  was  formed  in  1987,  and
incorporated in 1993 as a  not-for-profit  organization  in North Carolina.  The
corporation  provides technical  assistance to the private and public sectors in
preparing grant and loan applications for affordable housing,  and has a nominal
fund surplus.

(17) GEM  Management,  Inc. was formed in North Carolina in 1991. Its president,
Gary D. Ellis,  has been involved in low and moderate  income  housing  programs
since 1981. The corporation  currently manages 72 apartment complexes consisting
of more  than  2,000  affordable  rental  units  located  in  Alabama,  Georgia,
Kentucky, Mississippi, North Carolina, South Carolina, Tennessee, and Virginia.

(18) Retro Development, Inc. was formed in 1994 by Douglas E. Hiner. The company
has represented to the Partnership  that, as of December 31, 1994, its net worth
was minimal.  However,  construction  and operating  deficit  guarantees will be
provided by Douglas E. Hiner.  Mr. Hiner,  age 55, has  represented  to Series 3
that, as of August 2, 1995, he had a net worth in excess of $6,500,000.

(19) Most Worshipful Prince Hall Grand Lodge ("MWPHGL") was formed 103 years ago
and was  incorporated  in 1982. One of its goals is to foster the development of
safe,  decent and affordable  housing to individuals  and families  earning less
than 60% of the median income of the area. The  corporation  has  represented to
Series  3 that,  as of  September  1,  1995,  it had a net  worth in  excess  of
$3,500,000.

(20) Project Homestead,  Inc. is a North Carolina  non-profit  corporation which
was formed in 1991 for the purpose of  building  and  providing  housing for low
income families. The corporation has represented to Series 3 that, as of October
31, 1995, it had a fund balance in excess of $890,000.

                                       18
<PAGE>

(21)  Wynnefield  Properties,  Inc.  was founded in 1987 by Norwood  Stone.  The
corporation  specializes in property acquisition,  construction,  rehabilitation
and real estate  management.  Mr. Stone, who is the sole  shareholder,  has more
than 30 years' experience in construction, management and development of low and
moderate income housing and commercial  properties.  The  corporation  currently
manages 12 properties consisting of 656 units.

(22) Patten Towers Partners, LLC is a limited liability company which was formed
in Tennessee in November 1995. Its members are Patten Housing,  LLC and Flagship
Housing, LLC. Robert A. Crowder is the chief manager of Patten Housing, LLC, and
Chris A. Hodges is the chief manager of Flagship  Housing,  LLC. The company has
represented to Series 3 that, as of December 1, 1995, its net worth was nominal.
Brencor,  Inc.  will  serve  as a  guarantor  for  the  construction  completion
guarantee  and  the  operating   deficit   guarantee  which  the  Local  Limited
Partnership  grants to Series 3. Robert A. Crowder is the  principal of Brencor,
Inc. The  corporation has represented to Series 3 that, as of December 31, 1995,
it had a net worth in excess of $1,000,000.

(23) Lawler-Wood,  Inc. is located in Knoxville,  Tennessee, and has been in the
management  business  for  18  years.  The  corporation   currently  manages  17
affordable  housing  properties  comprised  of 3,250 units of family and elderly
housing in four southeast states.


(24)  Trianon  Development  Corporation  is a California  corporation  which was
formed in 1986 by Lester G. Day.  Mr. Day, who is  currently  the  corporation's
chairman,  has 40 years'  experience  in property  development  and  management.
Trianon Development Corporation currently manages 72 affordable housing projects
consisting of approximately 6,500 units. The company has represented to Series 3
that, as of December 31, 1995,  it had retained  earnings in excess of $130,000.
Construction  and operating  deficit  guarantees will be provided by Lester Day.
Mr. Day has  represented to Series 3 that, as of December 31, 1995, he had a net
worth in excess of $3,000,000.

(25) Foundation for Social Resources, Inc., a non-profit corporation,  will be a
special general partner.  The corporation was founded in 1988 for the purpose of
fostering the development,  preservation and  rehabilitation of low and moderate
income  housing.  It  currently  owns  more  than 600  units  in  seven  housing
communities.  The president of Foundation for Social Resources,  Inc. is William
W. Hirsch. Mr. Hirsch has developed apartment communities in Southern California
totaling more than 7,500 units. The corporation has represented to Series 3 that
it has a nominal net worth. As noted above, operating deficit guarantees will be
provided by Lester Day.

(26)  Kenneth M. Vitor is a partner of The  Lockwood  Group,  vice  president of
Lockwood Housing Development Corporation,  president of Lockwood Equities, Inc.,
and president of Mid-America Securities,  Inc. Before joining The Lockwood Group
in June 1984, he was president and chief executive officer of Texstar Automotive
Group and its  subsidiaries.  Mr.  Vitor  currently  serves as  president of the
Missouri  Council for Rural Housing and Development,  a non-profit  organization
dedicated  to  improving  multi-family  housing  in rural  areas.  He is an NASD
licensed  principal.  Mr. Vitor, age 53, has represented to Series 3 that, as of
September 1, 1995, he had a net worth in excess of $4,000,000.
  
                                     19
<PAGE>

(27) Joseph A. Shepard is president of Lockwood Housing Development Corporation,
chairman of the board of Lockwood Equities,  Inc., and a partner of The Lockwood
Group.  Since entering the real estate field in the  mid-1970s,  he has directed
the development, construction,  rehabilitation, ownership and management of over
8,000 multifamily rental units. Mr. Shepard served two terms as president of the
National  Council for Rural Housing and Development and is vice president of the
National Leased Housing Association. He is a member of the Multifamily Committee
and Rural Committee of the National  Association of Home Builders.  Mr. Shepard,
age 49, has  represented  to Series 3 that,  as of October 1, 1995, he had a net
worth in excess of $7,000,000.

(28) Lockwood  Realty,  Inc. is owned by Joseph A. Shepard and Kenneth M. Vitor.
It was formed as a Missouri  corporation  in 1979 as SMR Realty,  Inc.  Lockwood
Realty,  Inc. is in charge of the  day-to-day  operations  of over 200 apartment
projects  with more than  8,000  units in five  states.  The  company  manages a
variety of rental  housing  complexes  which  include  conventional  apartments,
moderate  housing  rehabilitation  projects,  HUD Section 8 apartment units, and
RECDS  apartment  units.  Lockwood  Realty,  Inc.  employs  over  150  personnel
including project managers and support staff at each site.

(28) Everland, Inc. is a California corporation which was formed in 1986. It has
acted as  developer  of  projects  in El Monte  and  Rosemead,  California.  The
corporation's president, Tom Y. Lee, is a Certified Public Accountant and one of
the founding  organizers  and directors of First  Continental  Bank in Rosemead.
Everland,  Inc. has represented  that, as of June 30, 1996, its total equity was
($382,185);  however,  construction  and operating  deficit  guarantees  will be
provided by Tom Y. Lee. Mr. Lee, age 47, as represented that, as of December 31,
1995, he had a net worth in excess of $3,500,000.

(29)  Professional  Apartment  Management,  Inc. is a California  licensed  real
estate broker which provides full property management services for more than 100
facilities,  consisting of more than 5,000 units, and having a combined value of
more than $200 million.  The company has been managing affordable housing for 26
years, and currently manages approximately 500 tax credit units.


(30) Urban  Residential  Management,  Inc.  is a Georgia  corporation  which was
formed  for the  purpose  of serving as the  general  partner  of  CASCADE.  The
president of Urban Residential  Management Inc. is Herbert Kohn. Brencor,  Inc.,
an  Affiliate  of  the  property  manager,  will  serve  as  guarantor  for  the
construction completion guarantee and the operating deficit guarantee.  Brencor,
Inc.  has  represented  to Series 3 that,  as of September  30,  1995,  it had a
shareholder's equity in excess of $400,000.

(31) Brencor Asset Management, Inc. was formed in Tennessee in 1993. The company
currently manages more than 580 properties,  including two tax credit properties
consisting of 317 units.

(32) Olsen Securities  Corporation is the parent company of Delta  International
Construction Corporation, Delta Wholesale Distributors, Inc., Delta Management &
Systems  Corporation,  and  Delta  International  Investor  Corporation.   These
entities have been engaged in real estate construction, development, investment,
and management  since 1975 and have organized and  administered  several private
real  estate  syndications  since that time.  The  management  division of Olsen
Securities  Corporation  currently  manages  50  properties  (21  of  which  are
receiving Tax Credits)  with an aggregate  value in excess of  $50,000,000.  The
various projects under management  include family,  handicapped,  congregate and
elderly care  developments.  Clifford E. Olsen,  an attorney,  is President  and
Chairman  of the  Board of  Directors  of Olsen  Securities  Corporation.  Olsen
Securities Corporation has represented to Series 3 that, as of July 31, 1995, it
had a stockholder's equity in excess of $1,200,000.

(33)  Deke  Noftsker,  age 50, is the  president  of ABO  Corp.,  and has been a
builder of commercial and residential  (single and multi-family)  properties for
the past 13 years.  Mr. Noftsker has represented to Series 3 that, as of May 31,
1995, he had a net worth in excess of $4,000,000.

(34) M-DC Group, Inc., dba Alpha Management Co., Inc. is a Dallas-based property
management  firm that was  established  by Elmer  Allgeier in 1979. In 1990, the
firm was acquired by Michael Clark,  through the M-DC Group, Inc.  Presently the
firm manages 78  properties  consisting  of more than 3,800 units in Texas,  New
Mexico and Colorado.  Thirty-eight  of the  properties  are receiving Low Income
Housing

                                       20
<PAGE>

Item 2.  Properties

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


Item 3.  Legal Proceedings

None.


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

None.


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

PART II.

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

At December 31, 1997, there were 857 Limited  Partners in the  Partnership.  The
Partnership was not designed to provide cash  distributions  to Limited Partners
in  circumstances  other than  refinancing or disposition of its  investments in
Local  Partnerships.  The Limited Partners invested in the Partnership  received
Low Income Housing Credits per Unit as follows:

         1995               $2
         1996              $91
         1997              $83

Item 6.  Selected Financial Data

OMITTED.

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

OMITTED.

Item 8.  Financial Statements and Supplementary Data

OMITTED.

                                       21
<PAGE>

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

NONE.

Item 10. Directors and Executive Officers of the Registrant

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

Directors and Executive Officers of WNC & Associates, Inc.


The directors of Associates  are Wilfred N. Cooper,  Sr., who serves as Chairman
of the Board, John B. Lester,  Jr., David N. Shafer,  Wilfred N. Cooper, Jr. and
Kay L.  Cooper.  Substantially  all of the  shares  of  Associates  are owned by
Wilfred N. Cooper,  Sr., through the Cooper Revocable Trust, and John B. Lester,
Jr., through the Lester Family Trust.

WILFRED  N.  COOPER,  SR.,  age 67,  has been the  principal  shareholder  and a
Director of WNC & ASSOCIATES,  INC. since its  organization  in 1971, of SHELTER
RESOURCE  CORPORATION since its organization in 1981 and of WNC RESOURCES,  INC.
from its organization in 1988 through its acquisition by WNC & ASSOCIATES,  INC.
in 1991,  serving  as  President  of  those  companies  until  1992 and as Chief
Executive Officer since 1992, and has been a Director of WNC CAPITAL CORPORATION
since its organization. He is also a general partner with WNC & ASSOCIATES, INC.
in WNC FINANCIAL GROUP,  L.P. and WNC TAX CREDIT PARTNERS,  L.P. During 1970 and
1971  he  was  a  principal  of  Creative  Equity  Development  Corporation,   a
predecessor of WNC & ASSOCIATES,  INC., and of Creative  Equity  Corporation,  a
real estate investment firm. For 12 years prior to that, Mr. Cooper was employed
by Rockwell  International  Corporation,  last serving as its manager of housing
and urban  developments.  Previously,  he had  responsibility  for new  business
development including factory-built housing evaluation and project management in
urban  planning  and  development.  Mr.  Cooper is a Director  of the  Executive
Committee  of the  National  Association  of  Home  Builders  (NAHB)  and a past
Chairman of the NAHB's Rural Housing Council, a Director of the National Housing
Conference,  a Director of the Affordable  Housing Tax Credit Coalition,  a past
President of the California Council of Affordable Housing (CCAH) (formerly Rural
Builders  Council of  California),  and a past President of Southern  California
Chapter II of the Real Estate  Syndication and Securities  Institute  (RESSI) of
the National  Association of Realtors  (NAR).  Mr. Cooper  graduated from Pomona
College in 1956 with a Bachelor of Arts degree.

JOHN B. LESTER, JR., age 64, has been a shareholder, a Director and Secretary of
WNC & ASSOCIATES,  INC. since 1986,  Executive Vice President from 1986 to 1992,
and President and Chief Operating Officer since 1992, and has been a Director of
WNC CAPITAL CORPORATION since its organization. He was a shareholder,  Executive
Vice  President,  Secretary  and a Director  of WNC  RESOURCES,  INC.  from 1988
through its acquisition by WNC & ASSOCIATES,  INC. in 1991. From 1973 to 1986 he
was Chairman of the Board and Vice  President or President of E & L  Associates,
Inc., a provider of engineering  and  construction  services to the oil refinery
and petrochemical industries which he co-founded in 1973. Mr. Lester is a former
Director of the Los Angeles  Chapter of the  Associated  General  Contractors of
California.  His  responsibilities  at WNC & ASSOCIATES,  INC.  include property
acquisitions and company operations. Mr. Lester graduated from the University of
Southern  California  in 1956 with a Bachelor  of Science  degree in  Mechanical
Engineering.

                                       22
<PAGE>


DAVID N. SHAFER,  age 45, has been a Director of WNC &  ASSOCIATES,  INC.  since
1997, a Senior Vice President  since 1992,  and General  Counsel since 1990, and
served as Asset  Management  Director from 1990 to 1992, and has been a Director
and Secretary of WNC Management, Inc. since its organization.  Previously he was
employed as an associate attorney by the law firms of Morinello,  Barone, Holden
& Nardulli  from 1987 until  1990,  Frye,  Brandt & Lyster from 1986 to 1987 and
Simon and Sheridan from 1984 to 1986.  Mr. Shafer is a Director and President of
CCAH, a member of NAHB's Rural  Housing  Council,  a past  President of Southern
California Chapter II of RESSI, a past Director of the Council of Affordable and
Rural Housing and Development  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 and from the  University of San Diego in 1986 with a Master
of Law degree in Taxation.

WILFRED N. COOPER,  JR.,  age 35, has been  employed by WNC &  ASSOCIATES,  INC.
since 1988 and has been a Director since 1997  Executive  Vice  President  since
1998, and a Senior Vice President  since 1992. Mr. Cooper heads the  Acquisition
Originations  department  at  WNC,  has  been  President  of,  and a  registered
principal with, WNC CAPITAL  CORPORATION,  a member firm of the NASD,  since its
organization,  and  has  been  a  Director  of WNC  Management  Inc.  since  its
organization.  Previously,  he was employed as a government affairs assistant by
Honda North America from 1987 to 1988, and as a legal  assistant with respect to
Federal  legislative and regulatory  matters by the law firm of Schwartz,  Woods
and Miller from 1986 to 1987. Mr. Cooper is an alternate  director and member of
NAHB's Rural Housing Council and serves as Chairman of its Membership Committee.
Mr.  Cooper  graduated  from The American  University in 1985 with a Bachelor of
Arts degree.

THEODORE M. PAUL, age 42, has been Vice President - Finance of WNC & ASSOCIATES,
INC. since 1992 and Chief Financial  Officer since 1990, and has been a Director
and Chief  Financial  Officer of WNC  Management  Inc.  since its  organization.
Previously,  he was a Vice  President  and Chief  Financial  Officer of National
Partnership  Investments  Corp.,  a sponsor  and general  partner of  syndicated
partnerships  investing in affordable  rental housing qualified for tax credits,
from 1986 until 1990, and was employed as an associate by the  accounting  firms
of Laventhol & Horwath,  during 1985, and Mann & Pollack Accountants,  from 1979
to 1984.  Mr. Paul is a member of the  California  Society of  Certified  Public
Accountants  and the American  Institute of Certified  Public  Accountants.  His
responsibilities  at WNC &  ASSOCIATES,  INC.  include  supervision  of investor
partnership  accounting  and tax reporting  matters and monitoring the financial
condition  of the  Local  Limited  Partnerships  in which the  Partnership  will
invest.  Mr.  Paul  graduated  from the  University  of  Illinois in 1978 with a
Bachelor of Science degree and is a Certified Public  Accountant in the State of
California.

THOMAS J. RIHA,  age 43, has been Vice  President  - Asset  Management  of WNC &
ASSOCIATES, INC. since 1994, and has been a Director and Chief Executive Officer
of WNC  Management  Inc.  since  its  organization.  He has more  than 17 years'
experience in commercial and multi-family real estate investment and management.
Previously,  Mr.  Riha was  employed  by Trust  Realty  Advisor,  a real  estate
acquisition  and  management  company,  from 1988 to 1994,  last serving as Vice
President - Operations.  His responsibilities at WNC & ASSOCIATES,  INC. include
monitoring  the  operations  and  financial   performance   of,  and  regulatory
compliance  by,  properties in the WNC  portfolio.  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 in the State of  California  and a member of the
American Institute of Certified Public Accountants.

                                       23
<PAGE>

SY P. GARBAN, age 52, has 20 years' experience in the real estate securities and
syndication industry. He has been associated with WNC & ASSOCIATES,  INC., since
1989,  serving as National Sales  Director  through 1992 and as Vice President -
National  Sales since  1992.  Previously,  he was  employed  as  Executive  Vice
President by MRW,  Inc.,  Newport  Beach,  California  from 1980 to 1989, a real
estate  development  and  management  firm.  Mr.  Garban  is  a  member  of  the
International  Association  of Financial  Planners.  He graduated  from Michigan
State  University  in  1967  with a  Bachelor  of  Science  degree  in  Business
Administration.

CARL FARRINGTON,  age 55, has been associated with WNC & ASSOCIATES,  INC. since
1993, and has served as Director - Originations  since 1994. Mr.  Farrington has
more  than 12  years'  experience  in  finance  and  real  estate  acquisitions.
Previously,  he served as Acquisitions Director for The Arcand Company from 1991
to 1993, and as Treasurer and Director of Finance and Administrator for Polytron
Corporation  from 1988 to 1991.  Mr.  Farrington is a member and Director of the
Council  of  Affordable  and  Rural  Housing  and  Development.  Mr.  Farrington
graduated from Yale  University  with a Bachelor of Arts degree in 1966 and from
Dartmouth College with a Master of Business Administration in 1970.

DAVID TUREK, age 43, has been Director - Originations of WNC & ASSOCIATES,  INC.
since 1996. He has 23 years' experience in real estate finance and acquisitions.
Previously,  from 1995 to 1996 Mr. Turek  served as a consultant  for a national
Low  Income  Housing  Credit  sponsor  where  he  was  responsible  for  on-site
feasibility  studies and due  diligence  analyses of Low Income  Housing  Credit
properties,  from 1992 to 1995 he served as Executive Vice President for Levcor,
Inc., a  multi-family  development  company,  and from 1990 to 1992 he served as
Vice  President  for the Paragon Group where he was  responsible  for Low Income
Housing  Credit  development  activities.  Mr.  Turek  graduated  from  Southern
Methodist University in 1976 with a Bachelor of Business Administration degree.

N. PAUL BUCKLAND, age 36, has been employed by WNC & ASSOCIATES, INC. since 1994
and currently serves as Vice President Acquisitions. He has 11 years' experience
in  analysis  pertaining  to the  development  of  multi-family  and  commercial
properties.  Previously,  from 1986 to 1994 he served on the development team of
the Bixby Ranch which  constructed  more than 700 apartment  units and more than
one million square feet of "Class A" office space in California and  neighboring
states,  and from 1984 to 1986 he served as a land acquisition  coordinator with
Lincoln  Property   Company  where  he  identified  and  analyzed   multi-family
developments. Mr. Buckland graduated from California State University, Fullerton
in 1992 with a Bachelor of Science degree in Business Finance.

MICHELE M. TAYLOR,  age 43, has been  employed by WNC & ASSOCIATES,  INC.  since
1986,  serving as a paralegal and office manager,  and currently is the Investor
Services  Director.  Previously she was  self-employed  between 1982 and 1985 in
non-financial  services  activities  and from 1978 to 1981 she was employed as a
paralegal by a law firm which  specialized  in real estate  limited  partnership
transactions.  Ms. Taylor graduated from the University of California, Irvine in
1976 with a Bachelor of Arts degree.

THERESA I. CHAMPANY,  age 40, has been employed by WNC & ASSOCIATES,  INC. since
1989 and currently is the Marketing Services Director and a registered principal
with WNC  CAPITAL  CORPORATION.  Previously,  she was  employed  as  Manager  of
Marketing  Services  by August  Financial  Corporation  from 1986 to 1989 and as
office manager and Assistant to the Vice  President of Real Estate  Syndications
by  McCombs  Securities  Co.,  Inc.  from 1979 to 1986.  Ms.  Champany  attended
Manchester (Conn.) Community College from 1976 to 1978.

KAY L.  COOPER,  age 61, has been an officer and  Director of WNC &  ASSOCIATES,
INC. since 1971 and of WNC RESOURCES,  INC. from 1988 through its acquisition by
WNC & ASSOCIATES, INC. in 1991. Mrs. Cooper has also been the sole proprietor of
Agate 108, a manufacturer and retailer of home accessory  products,  since 1975.
She is the wife of Wilfred N. Cooper,  Sr., the mother of Wilfred N. Cooper, Jr.
and the sister of John B. Lester,  Jr. Mrs. Cooper graduated from the University
of Southern California in 1958 with a Bachelor of Science degree.

                                       24
<PAGE>

Item 11.  Executive Compensation

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

(a)  Selection  fees in an  amount  equal  to 8% of the  gross  proceeds  of the
Partnership's   Offering   ("Gross   Proceeds").   Through  December  31,  1997,
approximately $966,000 of selection fees had been incurred by the Partnership.

(b) A  nonaccountable  expense  reimbursement  in an amount equal to 1% of Gross
Proceeds.  Through December 31, 1997,  approximately  $180,000 of nonaccountable
expense reimbursement has been incurred the Partnership.

(c) An  annual  asset  management  fee in an  amount  equal  to the  greater  of
(i)$2,000 for each  Apartment  Complex or (ii) 0.275% of gross  proceeds.  Asset
management  fees of $49,500,  $49,500 and $12,367 were incurred during the years
ended December 31, 1997, 1996 and December 31, 1995, respectively.

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

(e) The General  Partner was allocated Low Income Housing Credits of $15,146 and
$8,067 for the year ended December 31, 1997 and 1996.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

         Security Ownership of Certain Beneficial Owners(1)
<TABLE>


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

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

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

The above are the only persons known to own  beneficially in excess of 5% of the
outstanding units.
                                       25
<PAGE>

(b)      Security Ownership of Management

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

(c)      Changes in Control

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

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


Item 13.  Certain Relationships and Related Transactions

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

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

Financial Statements

OMITTED


Exhibits

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

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

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

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

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

                                       26
<PAGE>

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

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

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


<PAGE>



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

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

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

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

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



REPORTS ON 8-K.

No reports on Form 8-K were filed during the fourth  quarter ended  December 31,
1997.

                                       27
<PAGE>


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

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

By:    WNC & Associates, Inc.       General Partner

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

Date: April 15, 1998

By:    /s/    Theodore M. Paul
     -----------------------------------------------------
Theodore M. Paul  Vice-President, Finance of WNC & Associates, Inc.

Date: April 15, 1998




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

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

Date: April 15, 1998

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

Date: April 15, 1998


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

Date: April 15, 1998


                                       28