FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   (Mark One)

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

                    For the fiscal year ended March 31, 2001

                                       OR

|_| 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: 0-20057


                      WNC HOUSING TAX CREDIT FUND V., SERIES  3

             California                          33-0391979
      State or other  jurisdiction  of       (I.R.S.  Employer

        incorporation or organization         Identification No.)


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

                                 (714) 662-5565

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

                                      NONE

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

                      UNITS OF LIMITED PARTNERSHIP INTEREST

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

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

                                       1
<PAGE>

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

                                  INAPPLICABLE


                       DOCUMENTS INCORPORATED BY REFERENCE

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

                                      NONE

                                       2
<PAGE>


PART I.

Item 1.  Business

Organization

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

The general partner of the  Partnership is WNC & Associates,  Inc. (the "General
Partner" or ("Associates"). Wilfred N. Cooper, Sr., through the Cooper Revocable
Trust,  owns 66.8% of the outstanding stock of Associates.  John B. Lester,  Jr.
was the original limited partner of the Partnership and owns, through the Lester
Family Trust,  28.6% of the outstanding stock of Associates.  Wilfred N. Cooper,
Jr., President of Associates,  owns 2.1% of the outstanding stock of Associates.
The  business of the  Partnership  is  conducted  primarily  through the General
Partner as the Partnership has no employees of its own.

Pursuant to a  registration  statement  filed with the  Securities  and Exchange
Commission  on July 26, 1995,  the  Partnership  commenced a public  offering of
25,000 Units of Limited Partnership  Interest ("Units") at a price of $1,000 per
Unit. As of the close of the public offering, January 21, 1996 a total of 18,000
Limited Partnership Interests representing $17,558,985 had been sold.

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

Description of Business

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

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

                                       3
<PAGE>

As of March 31, 2001,  the  Partnership  had invested in eighteen  Local Limited
Partnerships.  Each of these Local Limited  Partnerships  owns a Housing Complex
that is eligible  for the  federal  Low Income  Housing  Credit.  Certain  Local
Limited Partnerships may also benefit from government programs promoting low- or
moderate-income housing.

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

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

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

Item 2.  Properties

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


                                       4
<PAGE>



<TABLE>
<CAPTION>


                                                                    ------------------------------ ---------------------------------
                                                                        As of March 31, 2001              December 31, 2000
                                                                    ------------------------------ ---------------------------------
Partnership Name          Location         General Partner    Partnership's     Amount of                    Estimated  Encumbrances
                                               Name          Total Investment  Investment                     Low Income    of Local
                                                             in Local Limited   Paid to    Number             Housing        Limited
                                                              Partnerships      Date     of Units  Occupancy  Credits   Partnerships
------------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>               <C>                  <C>             <C>         <C>      <C>       <C>        <C>
Alliance Apartments I    Alliance,         Retro Development,
Limited Partnership      Nebraska          Inc.                 $   604,000     $ 604,000    19      79%      $  363,000           *

Blessed Rock of El       El Monte,         Everland,
Monte                    California        Inc.                   2,511,000     2,511,000   137      99%       8,899,000 $ 3,754,000

Broadway Apartments,     Hobbs, New        Trianon - Broadway,
Limited                  Mexico            LLC, a New Mexico
Partnership                                Limited Liability
                                           Company                2,029,000     2,029,000    78      88%       2,335,000   1,375,000

Cascade Pines,           Atlanta,          Urban Residential
L.P. II                  Georgia           Management, Inc.,
                                           a Georgia
                                           Corporation            1,347,000     1,347,000   376      85%       2,533,000   7,763,000

Curtis Associates        Curtis,           Joseph A. Shepard and
I,L.P.                   Nebraska          Kenneth M. Vitor          88,000        88,000    12     100%         156,000     424,000

Escatawpa Village        Escatawpa,        Clifford E.
Associates, Limited      Mississippi       Olsen
Partnership                                                         249,000       249,000    32      97%         458,000     893,000

Evergreen Apartments     Tulsa,            Retro Development,
I Limited Partnership    Oklahoma          Inc. ofOklahoma and
                                           Most Worshipful
                                           Prince Hall
                                           Grand Lodge              549,000       549,000    76      29%         991,000           *

Hastings Apartments      Hastings,         Retro Development, Inc.
I, Limited               Nebraska          of Oklahoma and Most
Partnership                                Worshipful Prince Hall
                                           Grand Lodge              542,000       542,000    18      89%       1,005,000           *

Heritage Apartments      Berkeley,         Joseph A. Shepard and
I, L.P.                  Missouri          Kenneth M. Vitor         752,000       752,000    30      97%       1,333,000     664,000

*   Results of Alliance Apartments I, L.P., Evergreen Apartments I, L.P. and
    Hastings Apartments I, L.P. have not been audited and thus have been excluded.
    See Note 2 to the financial statements and report of certified public accounts.
</TABLE>
                                       5
<PAGE>



<TABLE>
<CAPTION>


                                                                    ------------------------------ ---------------------------------
                                                                        As of March 31, 2001              December 31, 2000
                                                                    ------------------------------ ---------------------------------
Partnership Name          Location         General Partner    Partnership's     Amount of                    Estimated  Encumbrances
                                               Name          Total Investment  Investment                     Low Income    of Local
                                                             in Local Limited   Paid to    Number             Housing        Limited
                                                              Partnerships      Date     of Units  Occupancy  Credits   Partnerships
------------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>               <C>                  <C>             <C>
Hillcrest Associates,    Ontario,          Riley J.
A Limited                Oregon            Hill                     354,000       354,000    28     100%         683,000   1,295,000
Partnership

Patten Towers,           Chattanooga,      Patten Towers
 L.P. II                 Tennessee         Partners, LLC          2,154,000     2,154,000   221      99%       3,938,000   6,595,000

Prairieland              Syracuse,         Kenneth M.
Properties of            Kansas            Vitor
Syracuse II, L.P.                                                    85,000        85,000     8      75%         152,000     325,000

Raymond S. King          Greensboro,       Project
Apartments Limited       North             Homestead,
Partnership              Carolina          Inc.                     437,000       437,000    23     100%         883,000     782,000

Rosedale Limited         Silver City,      Deke Noftsker and
Partnership              New Mexico        ABO Corporation          309,000       309,000    32      97%         547,000   1,317,000

Shepherd South           Shepherd,         Donald W.
Apartments I, Ltd.       Texas             Sowell                   121,000       121,000    24      83%         223,000     570,000

Solomon Associates       Solomon,          Joseph A. Shepard and
 I,L.P.                  Kansas            Kenneth M. Vitor         138,000       138,000    16      88%         250,000     579,000

Talladega County         Talladega,        Apartment Developers,
Housing Ltd.             Alabama           Inc. and Thomas H.
                                           Cooksey                  653,000       653,000    30      97%       1,200,000     796,000

The Willows              Morganton,        John C. Loving, Gordon D.
Apartments Limited       North             Brown, Jr. and Western N.C.
Partnership              Carolina          Housing Partnership      841,000       841,000    36      97%       1,545,000   1,101,000
                                                                -----------  ------------    --     -----      ---------   ---------
                                                                $13,763,000  $ 13,763,000 1,196     88.8%   $ 27,494,000 $28,233,000
                                                                ===========  ============ ======    =====   ============  ==========
</TABLE>

                                       6
<PAGE>


<TABLE>
<CAPTION>

                                     -------------------------------------------------------------------------------
                                                          For the year ended December 31, 2000
                                     -------------------------------------------------------------------------------
                                                                                            Low Income Housing
                                                                                            Credits Allocated to
          Partnership Name              Rental Income           Net Loss                         Partnership
--------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                       <C>                        <C>
Alliance Apartments I Limited
Partnership                                       *                       *                      99%

Blessed Rock of El Monte                 $  693,000                (160,000)                  49.49%

Broadway Apartments, Limited
Partnership                                 256,000                (190,000)                     99%

Cascade Pines, L.P. II                    1,920,000                  (1,000)                     98%

Curtis Associates I, L.P.                    43,000                 (12,000)                     99%

Escatawpa Village Associates,
Limited Partnership                         119,000                 (33,000)                     99%

Evergreen Apartments I Limited
Partnership                                       *                       *                      99%

Hastings Apartments I, Limited
Partnership                                       *                       *                      99%

Heritage Apartments I, L.P.                 112,000                 (39,000)                   98.9%

Hillcrest Associates, A Limited
Partnership                                 190,000                  (8,000)                     99%

Patten Towers, L.P. II                    1,486,000                 (28,000)                     99%

Prairieland Properties of Syracuse
II, L.P.                                     35,000                 (16,000)                     99%

Raymond S. King Apartments Limited
Partnership                                  68,000                 (24,000)                     99%

Rosedale Limited Partnership                138,000                 (35,000)                     99%

Shepherd South Apartments I, Ltd.            90,000                  (4,000)                     99%

Solomon Associates I, L.P.                   58,000                 (25,000)                     99%

Talladega County Housing Ltd.                87,000                 (38,000)                     99%

The Willows Apartments Limited
Partnership                                 121,000                 (29,000)                     99%
                                        -----------              -----------
                                        $ 5,416,000              $ (642,000)
                                        ===========              ===========
*    Results of Alliance Apartments I, L.P., Evergreen Apartments I, L.P. and
     Hastings Apartments I, L.P. have not
     been audited and thus have been excluded.  See Note 2 to the financial
     statements and report of certified
     public accountants.
</TABLE>

                                       7
<PAGE>



Item 3.  Legal Proceedings

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

The six Local Limited  Partnerships  (hereinafter  referred to as  "Defendants")
were  defendants  in a separate  lawsuit.  The  lawsuit was filed by eight other
partnerships   in  which  the  local  general   partner  of  the  Local  Limited
Partnerships is or was involved (the  "Plaintiffs").  The Plaintiffs allege that
the local general  partner  accepted  funds from the  Plaintiffs  and improperly
loaned these funds to the  Defendants.  In July 2001 ,a tentative  settlement as
yet not  executed  was  reached,  with  respect to this lawsuit for an aggregate
amount of $35,000 of which the Partnership's share is approximately $17,500.

The Partnership has a 99% limited partnership  investment in Cascade Pines, L.P.
II ("Cascade"). Cascade is a defendant in a wrongful death lawsuit and a related
injury  lawsuit.  Cascade  carries  general  liability  and  extended  liability
insurance.  Discovery  for these  lawsuits is  ongoing,  but the  management  of
Cascade and  Associates are unable to determine the outcome of these lawsuits at
this time or their impact,  if any, on the Partnership's  financial  statements.
Should Cascade be unsuccessful  in its defense and the insurer denies  coverage,
which they have indicated that they might,  or the insurance  coverage proves to
be  inadequate,  the  Partnership  may be required to sell its investment or may
otherwise lose its investment in Cascade.  Loss of the Cascade  investment could
result in recapture of tax credits and certain prior tax deductions.

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

NONE.

PART II.

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

Item 5a.

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

(b)  At March 31, 2001, there were 867 Limited Partners.

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

(d)  No unregistered  securities  were sold by the  Partnership  during the year
     ended March 31, 2001.

Item 5b.

NOT APPLICABLE
                                       8
<PAGE>

<TABLE>
<CAPTION>
Item 6.  Selected Financial Data

Selected balance sheet information for the Partnership is as follows:

                                                March 31                                December 31
                                 ---------------------------------------   ---------------------------------------

                                    2001          2000          1999          1998          1997          1996
                                 -----------   -----------   -----------   -----------   -----------   -----------
<S>                            <C>           <C>           <C>           <C>           <C>           <C>
ASSETS
Cash and cash equivalents      $     20,126  $    365,942  $    911,080  $    950,372  $  2,018,591  $  2,567,217
Subscriptions receivable                  -             -             -             -             -     2,195,000
Investments in limited
  partnerships, net              10,245,015    10,968,078    12,250,789    12,559,525    13,836,734    12,782,751
Interest receivable                       -             -             -             -        19,435             -
Loan receivable                           -             -             -             -             -       522,190
Other assets                              -             -             -             -             -       105,998
                                 -----------   -----------   -----------   -----------   -----------   -----------
                               $ 10,265,141  $ 11,334,020  $ 13,161,869  $ 13,509,897  $ 15,874,760  $ 18,173,156
                                 ===========   ===========   ===========   ===========   ===========   ===========
LIABILITIES
Payables to limited
partnerships                   $          -  $     72,938  $     95,030  $     95,030  $  1,290,351  $  2,822,885
Accrued expenses                     82,699       149,735             -             -             -             -
Accrued fees and expenses
  due   to general partner
  and affiliates                     39,531        26,540        28,677        62,496         4,640        43,807

PARTNERS' EQUITY                 10,142,911    11,084,807    13,038,162    13,352,371    14,579,769    15,306,464
                                 -----------   -----------   -----------   -----------   -----------   -----------
                               $ 10,265,141  $ 11,334,020  $ 13,161,869  $ 13,509,897  $ 15,874,760  $ 18,173,156
                                 ===========   ===========   ===========   ===========   ===========   ===========
</TABLE>
Selected results of operations, cash flows, and other information for the
Partnership is as follows:
<TABLE>
<CAPTION>
                                   For the Years Ended        For the Three Months              For the Years Ended
                                         March 31                Ended March 31                      December 31
                                 -------------------------   -----------------------    -------------------------------------
                                    2001          2000         1999          1998          1998         1997          1996
                                 -----------   -----------   ----------   -----------   -----------   ----------    ---------
                                                                          (Unaudited)
<S>                            <C>          <C>            <C>          <C>            <C>           <C>            <C>
Income (loss) from
   operations (Note 1)         $   (285,185)$  (1,099,531) $    (20,391)$     (10,209) $    (52,065) $     20,214   $   117,374
Equity in losses of limited
  partnerships                     (656,711)     (853,824)     (293,818)     (170,900)   (1,175,333)     (789,697)     (185,071)
                                 -----------   -----------   ----------   -----------   -----------   ----------    ---------
Net loss                       $   (941,896)$  (1,953,355) $   (314,209)$    (181,109) $ (1,227,398) $   (769,483)  $   (67,697)
                                 ===========   ===========   ==========   ===========   ===========   ==========    =========
Net loss allocated
   General partner             $     (9,419)$     (19,534) $     (3,142)$      (1,811) $    (12,274)  $    (7,695)  $      (677)
                                 ===========   ===========   ==========   ===========   ===========   ==========    =========
   Limited partners            $   (932,477)$  (1,933,821) $   (311,067)$    (179,298) $ (1,215,124)  $  (761,788)  $   (67,020)
                                 ===========   ===========   ==========   ===========   ===========   ==========    =========
Net loss per limited partner
  unit                         $     (51.80)$     (107.43) $     (17.28)$       (9.96) $     (67.51)  $    (42.32)  $     (4.94)
                                 ===========   ===========   ==========   ===========   ===========   ==========    =========
Outstanding weighted
  limited partner units              18,000        18,000        18,000        18,000        18,000        18,000        13,564
                                 ===========   ===========   ==========   ===========   ===========   ==========    =========
Note 1 - Loss from operations in 2000 includes a charge for impairment losses
on investments in limited partnerships of
$955,804.  (See Note 2 to the audited financial statements.)
</TABLE>

                                       9
<PAGE>

<TABLE>
<CAPTION>


                                  For the Years Ended        For the Three Months                For the Years Ended
                                        March 31                Ended March 31                        December 31
                                -------------------------   -----------------------    -------------------------------------

                                   2001          2000         1999         1998          1998         1997          1996
                                -----------    ---------    ---------    ----------    ----------   ----------   -----------
                                                                         (Unaudited)
<S>                           <C>            <C>         <C>           <C>           <C>          <C>          <C>
Net cash provided by
  (used in):

   Operating activities       $   (295,186)  $  (59,825) $   (45,335)  $    27,295   $    60,991  $   102,215  $   (205,999)

   Investing activities            (50,630)    (485,313)       6,043      (515,359)   (1,129,210)  (2,888,629)   (7,704,761)

   Financing activities                  -            -            -             -             -    2,237,788     9,816,978
                                -----------    ---------    ---------    ----------    ----------   ----------   -----------
Net change in cash and cash
  equivalents                     (345,816)    (545,138)     (39,292)     (488,064)   (1,068,219)    (548,626)    1,906,218
Cash and cash equivalents,
  beginning of period              365,942      911,080      950,372     2,018,591     2,018,591    2,567,217       660,999
                                -----------    ---------    ---------    ----------    ----------   ----------   -----------
Cash and cash equivalents,
  end of period               $     20,126   $  365,942   $  911,080   $ 1,530,527   $   950,372  $ 2,018,591  $  2,567,217
                                ===========    =========    =========    ==========    ==========   ==========   ===========

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

<TABLE>
<CAPTION>
                               2000                  1999               1998              1997               1996
                          ---------------       ---------------    ---------------   ----------------   ---------------

<S>                              <C>                    <C>              <C>                  <C>               <C>
Federal                          $   136                $  137           $    131             $   83            $   59
State                                                                                              -                 -
                                       -                     -                  -
                                 -------                -------          --------             -------           --------
Total                            $   136                $  137           $    131             $   83            $    59
                                 ========               =======           =======             =======           ========
</TABLE>

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

Forward Looking Statements

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

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

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

                                       10
<PAGE>


Uncertainty with Respect to Investment in Alliance, Evergreen and Hastings

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

The independent auditors engaged to perform an audit of Alliance, Evergreen, and
Hastings'  financial  statements as of and for the year ended December 31, 1999,
were unable to form an opinion on those  financial  statements.  This was due to
the inability to obtain from the former local general  partner  certain  general
ledger  information  for a period of  approximately  three  months and  reliable
confirmations  of advances  to/notes  receivable  from the former local  general
partner.  Further,  the  independent  auditors were unable to obtain  management
representation  letters from the former property management company, which is an
affiliate  of the  former  local  general  partner.  As of  July-19,  2001,  the
Partnership  had  not  obtained  audited  financial   statements  for  Alliance,
Evergreen  and Hastings as of and for the year ended  December  31,  2000.  As a
result, the Partnership has not included the financial  information of Alliance,
Evergreen and Hastings in the combined condensed financial  statements presented
in  Note  3 to  the  financial  statements.  The  combined  condensed  financial
information  presented in Note 3 for prior  periods has been restated to exclude
the accounts of Alliance,  Evergreen and Hastings. The Partnership has reflected
equity in the net losses of Alliance,  Evergreen and Hastings  totaling $167,793
($(9.32) per limited  partnership unit) for the year ended March 31, 2000, based
on nine months of reported results provided by Alliance,  Evergreen and Hastings
and on three months of results  estimated by  Associates.  Such estimates may be
materially  misstated due to the lack of  corroborative  financial  information.
During the year ended March 31, 2000, the Partnership  advanced $205,080 in cash
to Alliance, Evergreen and Hastings for operating expenses, including legal fees
relating to certain litigation  involving these and other properties as outlined
in Note 8.

As a result of the foregoing, in 2000, management performed an evaluation of the
Partnership's remaining investment balances in Alliance, Evergreen and Hastings,
including  the cash  advances  noted  above  and  other  anticipated  costs  and
determined  that an impairment  adjustment was necessary.  An impairment loss of
$995,804 was recognized at March 31, 2000. This impairment loss include $644,589
in remaining book value of the Partnership's investments in Alliance,  Evergreen
and Hastings,  $205,080 and $74,631 of cash  advances,  pre and post year end, a
$50,000 accrual for anticipated legal costs, and $21,504 of estimated accounting
and other related costs.

During 2001,  Alliance,  Evergreen and Hastings continued to experience negative
cash  flows  from  operations.  All  mortgages  were  suspended  under a written
agreement  with the lender which  expired in May 2001 and no payments  have been
made since August  2000.  The  Partnership  incurred an  additional  $160,000 of
expenses in connection  with the  operations of Evergreen  which is included in
other operating expenses in the accmpaying 2001 Financial Statement.

On July 19,  2001,  the  Evergreen  property was sold for a gross sales price of
$1.3M which after payment of its outstanding loans and closing costs yielded net
proceeds to the Partnership of $168,000 in the form of a return of advances. Due
to the sale of the property,  approximately  $428,000 (unaudited) of tax credits
are no longer  available  to the  Partnership's  investors  ($23.80  per Limited
Partner Unit). In addition,  there can be no assurance that tax credits and loss
deductions previously taken will not be subject to recapture in the future.

WNC is currently  attempting to sell the Alliance and Hastings  properties.  WNC
may not be successful in its efforts to sell and the lender may foreclose on the
properties as the loans are now in default.

As a result of the aforementioned  operating difficulties,  there is uncertainty
as to whether the Partnership will ultimately  retain its interests in Alliance,
Evergreen and Hastings.  If the  investments are sold or otherwise not retained,
the  Partnership  could be subject to recapture of tax credits and certain prior
tax  deductions.  There is further  uncertainty as to costs that the Partnership
may ultimately  incur in connection with its investments in Alliance,  Evergreen
and  Hastings.  The  Partnership's  financial  statements  do  not  include  any
adjustments that might result from the outcome of these uncertainties.

                                       11
<PAGE>


Financial Condition

The  Partnership's  assets at March 31, 2001  consisted  primarily of $20,000 in
cash and aggregate  investments  in the eighteen Local Limited  Partnerships  of
$10,245,000.  Liabilities  at March 31, 2001  primarily  consisted  of $0 due to
limited  partnerships,  $83,000 of accrued  expenses  and $40,000 due to general
partner or affiliates for advances.

Results of Operations

Year Ended March 31, 2001 Compared to Year Ended March 31, 2000 The Partnerships
net loss for the year ended March 31, 2001 was $(942,000), reflecting a decrease
of $(1,012,000)  from the net loss experienced for the year ended March 31, 2000
of $(1,953,000).  The decline in net loss is due to the impairment loss recorded
during  2000 in  connection  with three of the limited  partnership  investments
totaling $996,000,  a reduction in the equity in losses of limited  partnerships
which decreased by $197,000 due largely to the impairment loss recorded in 2000,
offset by a reduction  in income of $8,000 and an  increase  in other  operating
expense of  $174,000.  Operating  expenses  increased  due to costs  incurred of
$160,000 on behalf of one of the impaired  properties and additional legal bills
related to litigation.

Year  Ended  March 31,  2000  Compared  to Year Ended  December  31,  1998.  The
Partnerships  net loss for the  year  ended  March  31,  2000 was  $(1,953,000),
reflecting an increase of $(726,000) from the net loss  experienced for the year
ended December 31, 1998 of $(1,227,000).  The increase in net loss is due to the
impairment  loss  recorded in connection  with three of the limited  partnership
investments totaling $(996,000), a reduction in income of $(19,000), offset by a
reduction  in the equity in losses of limited  partnerships  which  decreased by
$321,000.

Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 1998.
The  Partnership's  net loss for the  three  months  ended  March  31,  1999 was
$(314,000), reflecting an increase of $133,000 from the net loss experienced for
the three months ended March 31, 1998. The increase in net loss is due to equity
in losses of limited  partnerships which increased by $123,000 to $(294,000) for
the three month period ended March 31, 1999 from  $(171,000) for the three month
period ended March 31, 1998.  In addition to the increase in equity in losses of
limited partnerships,  the Partnership  experienced an increase in net loss from
operations  of $10,000 to  $(20,000)  for the three month period ended March 31,
1999 from  $(10,000)  for the three month  period  ended March 31, 1998 due to a
decrease in interest  income of $7,000 and an increase in operating  expenses of
$3,000.

Cash Flows

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

Year Ended March 31, 2000 Compared to Year Ended December 31, 1998. Net decrease
in cash for the year  ended  March 31,  2000 was  $(545,000)  compared  to a net
decrease  in cash for the year ended  December  31,  1998 of  $(1,068,000).  The
change was due primarily to a decrease in investments in limited partnerships of
$1,073,000  offset by an increase of $(205,000) in cash advances paid to limited
partnerships and an increase of $(191,000) in capitalized  acquisition costs and
fees.

Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 1998.
Net decrease in cash during the three months ended March 31, 1999 was  $(39,000)
compared to a net  decrease in cash for the three months ended March 31, 1998 of
$(488,000). The change was due primarily to a decrease in investments in limited
partnerships  of  $523,000  offset by an  increase  in cash paid to the  General
Partner or affiliates of $48,000 and a decrease in interest received of $22,000.

During the year ended March 31, 2001 and 2000 and the three  months  ended March
31, 1999, accrued payables,  which consist primarily of related party management
fees due to the General  Partner,  increased by $13,000 and  decreased by $2,000
and $34,000,  respectively.  During the year ended  December  31, 1998,  accrued
payables  increased by $58,000.  The General  Partner does not  anticipate  that
these accrued fees will be paid in full until such time as capital  reserves are
in excess of future foreseeable working capital requirements of the Partnership.

                                       12
<PAGE>

The Partnership  expects its future cash flows,  together with its net available
assets at March 31, 2001, to be  sufficient  to meet all  currently  foreseeable
future cash requirements.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

NOT APPLICABLE

Item 8.  Financial Statements and Supplementary Data


                                       13
<PAGE>





               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


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


We have audited the  accompanying  balance sheets of WNC Housing Tax Credit Fund
V, L.P., Series 3 (a California Limited  Partnership) (the  "Partnership") as of
March 31, 2001 and 2000,  and the related  statements of  operations,  partners'
equity (deficit) and cash flows for the years ended March 31, 2001 and 2000, the
three months ended  March-31,  1999 and the year ended December 31, 1998.  These
financial statements are the responsibility of the Partnership's management. Our
responsibility  is to express an opinion on these financial  statements based on
our audits.  A significant  portion of the  financial  statements of the limited
partnerships in which the Partnership is a limited partner were audited by other
auditors  whose reports have been furnished to us. As discussed in Note 3 to the
financial  statements,  the Partnership  accounts for its investments in limited
partnerships   using  the  equity  method.  The  portion  of  the  Partnership's
investment in limited partnerships audited by other auditors represented 89% and
65% of the  total  assets  of the  Partnership  at  March  31,  2001  and  2000,
respectively.  Our opinion, insofar as it relates to the amounts included in the
financial  statements for the limited partnerships which were audited by others,
is based solely on the reports of the other auditors.

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

As  more  thoroughly  discussed  in  Note 2 to  the  financial  statements,  the
independent  auditors engaged to perform the audits of the financial  statements
as of and for the year ended  December 31, 1999 for Alliance  Apartments I, L.P.
("Alliance"), Evergreen Apartments I, L.P. ("Evergreen") and Hastings Apartments
I, L.P.  ("Hastings"),  were  unable to express  an  opinion on those  financial
statements.  In  addition,  the  Partnership  did not obtain  audited  financial
statements  for  Alliance,  Evergreen  and Hastings as of and for the year ended
December 31, 2000.  The  Partnership  investments  in  Alliance,  Evergreen  and
Hastings have been fully impaired at March 31, 2000.

In our  opinion,  except for the effects of such  adjustments,  if any, as might
have been determined to be necessary had the 2000 and 1999 financial  statements
of Alliance,  Evergreen and Hastings'  been  audited,  the financial  statements
referred to above  present  fairly,  in all  material  respects,  the  financial
position of WNC Housing Tax Credit Fund V, L.P., Series 3 (a California  Limited
Partnership)  as of March 31, 2001 and 2000,  and the results of its  operations
and its cash flows for the years ended March 31, 2001 and 2000, the three months
ended March 31, 1999 and the year ended  December 31, 1998, in  conformity  with
accounting principles generally accepted in the United States of America.




                                            /s/BDO SEIDMAN, LLP
                                               BDO SEIDMAN, LLP
Orange County, California
July 9, 2001 except as to
     Note 2 paragraph 5 which is
     as of July 19, 2001
                                       14
<PAGE>


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

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                             March 31
                                                                                   ---------------------------------
                                                                                       2001              2000
                                                                                   -------------    ----------------
<S>                                                                              <C>              <C>
ASSETS

Cash and cash equivalents                                                        $       20,126   $         365,942
Investments in limited partnerships, net (Notes 2, 3 and 4)                          10,245,015          10,968,078
                                                                                   -------------    ----------------
                                                                                 $   10,265,141   $      11,334,020
                                                                                   =============    ================
LIABILITIES AND PARTNERS' EQUITY
   (DEFICIT)
Liabilities:
   Payables to limited partnerships (Note 6)                                     $            -   $          72,938
   Accrued expenses (Note 2)                                                             82,699             149,735
   Accrued fees and advances due to General
     Partner and affiliates (Note 4)                                                     39,531              26,540
                                                                                   -------------    ----------------
     Total liabilities                                                                  122,230             249,213
                                                                                   -------------    ----------------
Commitments and contingencies (Note 8)

Partners' equity (deficit):
   General partner                                                                      (74,062)            (64,643)
   Limited partners (25,000 units authorized,
     18,000 units issued and outstanding)                                            10,216,973          11,149,450
                                                                                   -------------    ----------------
     Total partners' equity                                                          10,142,911          11,084,807
                                                                                   -------------    ----------------
                                                                                 $   10,265,141   $      11,334,020
                                                                                 ==============   ==================

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

                                       15
<PAGE>



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

                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>


                                                                                      For the
                                                                                      Three        For the Year
                                                                                      Months           Ended
                                                     For the Years Ended           Ended March        December
                                                            March 31                    31               31
                                                  ------------------------------   -------------   ----------------

                                                      2001             2000            1999             1998
                                                  -------------     ------------   -------------   ----------------
<S>                                             <C>               <C>            <C>            <C>
Interest income                                 $        9,790    $      29,172  $        9,994 $           55,326
Other income                                            18,049            6,676               -                  -
                                                  -------------     ------------   -------------   ----------------
Total income                                            27,839           35,848           9,994             55,326
                                                  -------------     ------------   -------------   ----------------
Operating expenses:
   Amortization (Notes 3 and 4)                         44,044           42,439           8,875             35,765
   Asset management fees (Note 4)                       50,152           49,500          12,375             49,500
   Other                                               218,828           47,636           9,135             22,126
   Impairment on investments in limited
    partnerships (Notes 2 and 3)                             -          995,804               -                  -
                                                  -------------     ------------   -------------   ----------------
    Total operating expenses                           313,024        1,135,379          30,385            107,391
                                                  -------------     ------------   -------------   ----------------
Loss from operations                                  (285,185)      (1,099,531)        (20,391)           (52,065)

Equity in losses of limited
    partnerships (Note 3)                             (656,711)        (853,824)       (293,818)        (1,175,333)
                                                  -------------     ------------   -------------   ----------------
Net loss                                        $     (941,896)   $  (1,953,355) $     (314,209)$       (1,227,398)
                                                  =============     ============   =============   ================
Net loss allocated to:
   General partner                              $       (9,419)   $     (19,534) $       (3,142)$          (12,274)
                                                  =============     ============   =============   ================
   Limited partners                             $     (932,477)   $  (1,933,821) $     (311,067)$       (1,215,124)
                                                  =============     ============   =============   ================
Net loss per limited partner unit               $       (51.80)   $     (107.43) $       (17.28)$           (67.51)
                                                  =============     ============   =============   ================
Outstanding weighted limited
  partner units                                         18,000           18,000          18,000             18,000
                                                  =============     ============   =============   ================


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

                                       16
<PAGE>


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

                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

                  For The Years Ended March 31, 2001 and 2000,
                  For The Three Months Ended March 31, 1999 and
                      For The Year Ended December 31, 1998
<TABLE>
<CAPTION>
                                                               General            Limited
                                                               Partner            Partners             Total
                                                            ---------------    ---------------     ---------------
<S>                                                       <C>               <C>                   <C>
Partners' equity (deficit) at January 1, 1998             $        (29,693) $       14,609,462    $     14,579,769

Net loss                                                           (12,274)         (1,215,124)         (1,227,398)
                                                            ---------------    ---------------     ---------------
Partners' equity (deficit) at December 31, 1998                    (41,967)         13,394,338          13,352,371

Net loss                                                            (3,142)           (311,067)           (314,209)
                                                            ---------------    ---------------     ---------------
Partners' equity (deficit) at March 31, 1999                       (45,109)         13,083,271          13,038,162

Net loss                                                           (19,534)         (1,933,821)         (1,953,355)
                                                            ---------------    ---------------     ---------------
Partners' equity (deficit) at March 31, 2000                       (64,643)         11,149,450          11,084,807

Net loss                                                            (9,419)           (932,477)           (941,896)
                                                            ---------------    ---------------     ---------------
Partners' equity (deficit) at March 31, 2001              $        (74,062) $       10,216,973    $     10,142,911
                                                            ===============    ===============     ===============

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

                                       17
<PAGE>

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

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>



                                                          For the Years Ended          For the Years Ended     For the Years Ended
                                                                 March 31                   March 31                March 31
                                                     ------------------------------    -----------------       --------------------

                                                             2001             2000            1999                     1998
                                                      -------------        ---------   -----------------       ---------------------
<S>                                                  <C>              <C>              <C>                     <C>
Cash flows from operating activities:

   Net loss                                          $     (941,896)  $    (1,953,355) $      (314,209)        $     (1,227,398)
   Adjustments to reconcile net loss to
     net cash provided by (used in)
     operating activities:
    Amortization                                             44,044            42,439            8,875                   35,765
    Impairment loss on investments in limited
     partnerships                                                 -           995,804                -                        -
    Equity in losses of limited
      partnerships                                          656,711           853,824          293,818                1,175,333
    Change in interest receivable                                 -                 -                -                   19,435
    Change in accrued fees and
      expenses due to general partner
      and affiliates                                         12,991            (2,137)         (33,819)                  57,856
    Change in accrued expenses                              (67,036)            3,600                -                        -
                                                       -------------    -------------- -----------------       ---------------------
Net cash provided by (used in)
  operating activities                                     (295,186)          (59,825)         (45,335)                  60,991
                                                       -------------    -------------- -----------------       ---------------------
Cash flows from investing activities:
   Investments in limited partnerships, net                 (72,938)          (47,092)               -               (1,120,181)
   Capitalized acquisition costs and fees                    10,452          (233,141)          (1,520)                 (32,076)
   Distributions from limited
     partnerships                                            11,856                 -            7,563                   23,047
   Cash advances to limited partnerships                          -          (205,080)               -                        -
                                                       -------------    -------------- -----------------       ---------------------
Net cash provided by (used in)
  investing activities                                      (50,630)         (485,313)           6,043               (1,129,210)
                                                       -------------    -------------- -----------------       ---------------------
Net decrease in cash and cash equivalents                  (345,816)         (545,138)         (39,292)              (1,068,219)

Cash and cash equivalents, beginning of period              365,942           911,080          950,372                2,018,591
                                                       -------------    -------------- -----------------       ---------------------
Cash and cash equivalents, end of period             $       20,126   $       365,942  $       911,080         $        950,372
                                                       =============    ============== =================       =====================
SUPPLEMENTAL DISCLOSURE
  OF CASH FLOW INFORMATION
   Taxes paid                                       $           800   $           800  $             -         $            800
                                                      ==============    ==============   ===============       =====================
 See report of independent certified public accountants and accompanying notes to financial statements.

</TABLE>

                                       18
<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                  For The Years Ended March 31, 2001 and 2000,
                  For The Three Months Ended March 31, 1999 and
                      For The Year Ended December 31, 1998




NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------
Organization
------------
WNC Housing Tax Credit Fund V, L.P., Series 3, a California Limited  Partnership
(the  "Partnership"),  was formed on March 28, 1995, under the laws of the state
of California.  The Partnership was formed to invest  primarily in other limited
partnerships   (the  "Local  Limited   Partnerships")   which  own  and  operate
multi-family housing complexes (the "Housing Complex") that are eligible for low
income  housing  credits.   The  local  general  partners  (the  "Local  General
Partners")  of  each  Local  Limited   Partnership  retain   responsibility  for
maintaining, operating and managing the Housing Complex.

The general partner is WNC & Associates,  Inc. ("WNC").  Wilfred N. Cooper, Sr.,
through the Cooper  Revocable Trust owns 66.8% of the outstanding  stock of WNC.
John B. Lester was the  original  limited  partner of the  Partnership  and owns
28.6% of the outstanding stock of WNC. Wilfred N. Cooper, Jr., President of WNC,
owns 2.1% of the outstanding stock of WNC.

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

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

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

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

Change in Reporting Year End
----------------------------
In 1999, the Partnership  elected to change its year end for financial reporting
purposes from December 31 to March-31.  All financial  information  reflected in
the financial statements and related footnotes has been adjusted for this change
in year end except for the combined condensed financial  information relating to
the Local Limited Partnerships included in Note 3.

                                       19
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  For The Years Ended March 31, 2001 and 2000,
                  For The Three Months Ended March 31, 1999 and
                      For The Year Ended December 31, 1998


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
--------------------------------------------------------------
Risks and Uncertainties
-----------------------
The Partnership's  investments in Local Limited  Partnerships are subject to the
risks incident to the management and ownership of low-income  housing and to the
management and ownership of multi-unit  residential  real estate.  Some of these
risks  are that the low  income  housing  credit  could be  recaptured  and that
neither the  Partnership's  investments  nor the Housing  Complexes owned by the
Local Limited Partnerships will be readily marketable. To the extent the Housing
Complexes  receive  government  financing  or operating  subsidies,  they may be
subject to one or more of the following risks: difficulties in obtaining tenants
for the Housing Complexes; difficulties in obtaining rent increases; limitations
on cash distributions; limitations on sales or refinancing of Housing Complexes;
limitations on transfers of Local Limited Partnership Interests;  limitations on
removal of Local General Partners; limitations on subsidy programs; and possible
changes in applicable regulations.  The Housing Complexes are or will be subject
to  mortgage  indebtedness.  If a Local  Limited  Partnership  does not make its
mortgage payments, the lender could foreclose resulting in a loss of the Housing
Complex  and low  income  housing  credits.  As a limited  partner  of the Local
Limited Partnerships, the Partnership will have very limited rights with respect
to management of the Local  Limited  Partnerships,  and will rely totally on the
Local General  Partners of the Local Limited  Partnerships for management of the
Local Limited Partnerships.  The value of the Partnership's  investments will be
subject  to  changes  in  national  and  local  economic  conditions,  including
unemployment  conditions,  which could adversely  impact vacancy levels,  rental
payment  defaults and operating  expenses.  This, in turn,  could  substantially
increase  the  risk of  operating  losses  for  the  Housing  Complexes  and the
Partnership.  In addition,  each Local Limited  Partnership  is subject to risks
relating  to  environmental   hazards  and  natural  disasters  which  might  be
uninsurable. Because the Partnership's operations will depend on these and other
factors  beyond  the  control  of the  General  Partner  and the  Local  General
Partners,  there can be no assurance  that the  anticipated  low income  housing
credits will be available to Limited Partners.

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

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

Losses from limited  partnerships for the year ended December 31, 1998 have been
recorded  by the  Partnership  based on reported  results  provided by the Local
Limited  Partnerships.  Losses from  limited  partnerships  for the three months
ended March 31,  1999 have been  estimated  by  management  of the  Partnership.
Losses  from  limited  partnerships  for the years ended March 31, 2001 and 2000
have been recorded by the Partnership  based on nine months of reported  results
provided  by the Local  Limited  Partnerships  and on three  months  of  results
estimated by management of the Partnership. Losses from the limited partnerships
allocated  to the  Partnership  will not be  recognized  to the extent  that the
investment balance would be adjusted below zero.

                                       20
<PAGE>




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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  For The Years Ended March 31, 2001 and 2000,
                  For The Three Months Ended March 31, 1999 and
                      For The Year Ended December 31, 1998


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
--------------------------------------------------------------
Offering Expenses
-----------------
Offering  expenses consist of underwriting  commissions,  legal fees,  printing,
filing and recordation fees, and other costs incurred in connection with selling
limited  partnership  interests  in the  Partnership.  The  General  Partner  is
obligated to pay all offering and organization costs in excess of 15% (including
sales  commissions)  of the  total  offering  proceeds.  Offering  expenses  are
reflected as a reduction of limited partners' capital and amounted to $2,132,000
at the end of all periods presented.

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

Cash and Cash Equivalents
-------------------------
The Partnership considers highly liquid investments with remaining maturities of
three months or less when purchased to be cash equivalents. As of March 31, 2001
and 2000, the Partnership had no cash equivalents.

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

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

                                       21
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  For The Years Ended March 31, 2001 and 2000,
                  For The Three Months Ended March 31, 1999 and
                      For The Year Ended December 31, 1998


NOTE 2 -  UNCERTAINTY  WITH RESPECT TO  INVESTMENTS  IN ALLIANCE,  EVERGREEN AND
--------------------------------------------------------------------------------
          HASTINGS: IMPAIRMENT OF INVESTMENTS
          -----------------------------------
The  Partnership  has three  investments  accounted for under the equity method,
consisting of 99% limited  partnership  interests in each of Alliance Apartments
I, Limited Partnership ("Alliance"), Evergreen Apartments I, Limited Partnership
("Evergreen"), and Hastings Apartments I, Limited Partnership ("Hastings").

The independent auditors engaged to perform an audit of Alliance, Evergreen, and
Hastings'  financial  statements as of and for the year ended December 31, 1999,
were unable to form an opinion on those  financial  statements.  This was due to
the inability to obtain from the former local general  partner  certain  general
ledger  information  for a period of  approximately  three  months and  reliable
confirmations  of advances  to/notes  receivable  from the former local  general
partner.  Further,  the  independent  auditors were unable to obtain  management
representation  letters from the former property management company, which is an
affiliate  of the  former  local  general  partner.  As of  July-19,  2001,  the
Partnership  had  not  obtained  audited  financial   statements  for  Alliance,
Evergreen  and Hastings as of and for the year ended  December  31,  2000.  As a
result, the Partnership has not included the financial  information of Alliance,
Evergreen and Hastings in the combined condensed financial  statements presented
in  Note  3 to  the  financial  statements.  The  combined  condensed  financial
information  presented in Note 3 for prior  periods has been restated to exclude
the accounts of Alliance,  Evergreen and Hastings. The Partnership has reflected
equity in the net losses of Alliance,  Evergreen and Hastings  totaling $167,793
($(9.32) per limited  partnership unit) for the year ended March 31, 2000, based
on nine months of reported results provided by Alliance,  Evergreen and Hastings
and on three months of results  estimated by  Associates.  Such estimates may be
materially  misstated due to the lack of  corroborative  financial  information.
During the year ended March 31, 2000, the Partnership  advanced $205,080 in cash
to Alliance, Evergreen and Hastings for operating expenses, including legal fees
relating to certain litigation  involving these and other properties as outlined
in Note 8.

As a result of the foregoing, in 2000, management performed an evaluation of the
Partnership's remaining investment balances in Alliance, Evergreen and Hastings,
including  the cash  advances  noted  above  and  other  anticipated  costs  and
determined  that an impairment  adjustment was necessary.  An impairment loss of
$995,804  was  recognized  at March 31,  2000.  This  impairment  loss  included
$644,589 in remaining book value of the  Partnership's  investments in Alliance,
Evergreen and Hastings, $205,080 and $74,631 of cash advances, pre and post year
end, a $50,000  accrual for  anticipated  legal costs,  and $21,504 of estimated
accounting and other related costs.

During 2001,  Alliance,  Evergreen and Hastings continued to experience negative
cash  flows  from  operations.  All  mortgages  were  suspended  under a written
agreement  with the lender which  expired in May 2001 and no payments  have been
made since August  2000.  The  Partnership  incurred an  additional  $160,000 of
expenses in connection  with the  operations  of Evergreen,  which is inclued in
other operating expenses in the accompaying 2001 financial statements.

On July 19,  2001,  the  Evergreen  property was sold for a gross sales price of
$1.3M which after payment of its outstanding loans and closing costs yielded net
proceeds to the Partnership of $168,000 in the form of a return of advances. Due
to the sale of the property,  approximately  $428,000 (unaudited) of tax credits
are no longer  available  to the  Partnership's  investors  ($23.80  per Limited
Partner Unit). In addition,  there can be no assurance that tax credits and loss
deductions previously taken will not be subject to recapture in the future.

                                       22
<PAGE>



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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  For The Years Ended March 31, 2001 and 2000,
                  For The Three Months Ended March 31, 1999 and
                      For The Year Ended December 31, 1998

NOTE 2 -  UNCERTAINTY  WITH RESPECT TO  INVESTMENTS  IN ALLIANCE,  EVERGREEN AND
--------------------------------------------------------------------------------
          HASTINGS: IMPAIRMENT OF INVESTMENTS, continued
          ----------------------------------------------
WNC is currently  attempting to sell the Alliance and Hastings  properties.  WNC
may not be successful in its efforts to sell and the lender may foreclose on the
properties as the loans are now in default.

As a result of the aforementioned  operating difficulties,  there is uncertainty
as to whether the Partnership  will ultimately  retain its interests in Alliance
and  Hastings.  If the  investments  are sold or  otherwise  not  retained,  the
Partnership  could be subject to recapture of tax credits and certain  prior tax
deductions.  There is further  uncertainty as to costs that the  Partnership may
ultimately  incur in connection  with its  investments in Alliance and Hastings.
The Partnership's financial statements do not include any adjustments that might
result from the outcome of these uncertainties.

NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS
--------------------------------------------
As of the periods  presented,  the Partnership has acquired limited  partnership
interests  in 18 Local  Limited  Partnerships,  each of which  owns one  Housing
Complex  consisting of an aggregate of 1,196  apartment  units.  The  respective
general  partners  of the  Local  Limited  Partnerships  manage  the  day to day
operations  of the entities.  Significant  Local  Limited  Partnership  business
decisions require approval from the Partnership.  The Partnership,  as a limited
partner,  is  generally  entitled  to 99%,  as  specified  in the Local  Limited
Partnership agreements,  of the operating profits and losses, taxable income and
losses and tax credits of the Local Limited Partnerships,  except for one of the
investments in which it is entitled to 49.49% of such amounts.

The Partnership's  investments in Local Limited Partnerships as reflected in the
balance sheet at March 31, 2001 and 2000 and at the preceding December 31, 1999,
are approximately  $894,000,  $1,137,000 and $1,729,000,  respectively,  greater
than  the  Partnership's  equity  as shown in the  Local  Limited  Partnerships'
combined financial  statements presented below. This difference is partially due
to acquisition  costs related to the  acquisition of the  investments  that have
been capitalized in the Partnership's investment account,  unrecorded losses and
capital  contributions  payable to the  limited  partnerships  which were netted
against partner capital in the Local Limited Partnerships' financial statements.
The  Partnership's  investment  is also lower than the  Partnership's  equity as
shown in the Local Limited  Partnership's  combined financial  statements due to
the losses  recorded by the  Partnership  for the three month period ended March
31. Lastly,  the difference is due to the exclusion of the financial  statements
of  Alliance,  Hastings and  Evergreen  from the  combined  condensed  financial
information presented below. See Note 2 for discussion.

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

Distributions  received by limited  partners are accounted for as a reduction of
the investment balance.  Distributions received after the investment has reached
zero are  recognized as income.  As of the year ended March 31, 2001, one of the
investment  accounts  had  reached  a  zero  balance.  Losses  related  to  that
investment totaled $129,000.


                                       23
<PAGE>




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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  For The Years Ended March 31, 2001 and 2000,
                  For The Three Months Ended March 31, 1999 and
                      For The Year Ended December 31, 1998

NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued
-------------------------------------------------------
Following is a summary of the equity method activity of the investments in Local
Limited Partnerships for the periods presented:
<TABLE>
<CAPTION>
                                                                                           For the
                                                                                           Three            For the Year
                                                                                           Months           Ended
                                                           For the Years Ended             Ended March      December
                                                                March 31                       31               31
                                                     ------------------------------    ----------------   ---------------

                                                           2001            2000             1999               1998
                                                       -------------   -------------   ----------------   ---------------
<S>                                                  <C>             <C>             <C>                <C>
Investments per balance sheet, beginning of period   $   10,968,078  $   12,250,789  $      12,559,525  $     13,836,734
Capital contributions paid, net                                   -          25,000                  -                 -
Impairment loss on investments in limited
   partnerships (Note 2)                                          -        (995,804)                 -                 -
Cash advanced (Note 2)                                            -         205,080                  -                 -
Accrued expenses (Note 2)                                         -         146,135                  -                 -
Capitalized acquisition fees and costs                      (10,452)        233,141              1,520            32,076
Tax credit adjustments                                            -               -                  -           (75,140)
Distributions received                                      (11,856)              -             (7,563)          (23,047)
Equity in losses of limited partnerships                   (656,711)       (853,824)          (293,818)       (1,175,333)
Amortization of capitalized acquisition fees
   and costs                                                (44,044)        (42,439)            (8,875)          (35,765)
                                                       -------------   -------------   ----------------   ---------------
Investments per balance sheet, end of period         $   10,245,015  $   10,968,078  $      12,250,789  $     12,559,525
                                                       =============   =============   ================   ===============
</TABLE>

                                       24
<PAGE>



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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  For The Years Ended March 31, 2001 and 2000,
                  For The Three Months Ended March 31, 1999 and
                      For The Year Ended December 31, 1998


NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued
-------------------------------------------------------
The financial  information from the individual financial statements of the Local
Limited Partnerships include rental and interest subsidies. Rental subsidies are
included in total revenues and interest  subsidies are generally  netted against
interest expense.  Approximate combined condensed financial information from the
individual financial statements of the Local Limited Partnerships as of December
31 and for the years  then  ended is as follows  (Combined  condensed  financial
information  for  Alliance,  Evergreen  and Hastings have been excluded from the
presentation below. See Note-2 for further discussion):

                        COMBINED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                     2000               1999
                                                                                ---------------    ---------------

<S>                                                                           <C>                <C>
ASSETS

Land                                                                          $      2,723,000   $      2,723,000
Buildings and improvements, net of accumulated
  depreciation for 2000 and 1999 of $6,123,000 and
  $4,709,000, respectively                                                          36,841,000         37,998,000
Other assets                                                                         4,220,000          4,354,000
                                                                                ---------------    ---------------
                                                                              $     43,784,000   $     45,075,000
                                                                                ===============    ===============
LIABILITIES

Mortgage and construction loans payable                                       $     28,233,000   $     27,652,000
Other liabilities (including due to related parties of
  $2,025,000 and $979,000 as of December 31, 2000 and
  1999, respectively)                                                                3,469,000          4,733,000
                                                                                ---------------    ---------------
                                                                                    31,702,000         32,385,000
                                                                                ---------------    ---------------
PARTNERS' CAPITAL

WNC Housing Tax Credit Fund V, L.P., Series 3                                        9,351,000          9,831,000
Other partners                                                                       2,731,000          2,859,000
                                                                                ---------------    ---------------
                                                                                    12,082,000         12,690,000
                                                                                ---------------    ---------------
                                                                              $     43,784,000   $     45,075,000
                                                                                ===============    ===============
</TABLE>

                                       25
<PAGE>



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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  For The Years Ended March 31, 2001 and 2000,
                  For The Three Months Ended March 31, 1999 and
                      For The Year Ended December 31, 1998

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

                   COMBINED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                 2000                1999               1998
                                                            ---------------     ---------------    ---------------
                                                                                                    (Restated)
<S>                                                       <C>                <C>                 <C>
Revenues                                                  $      5,716,000   $       5,457,000   $      5,332,000
                                                            ---------------     ---------------    ---------------
Expenses:
  Operating expenses                                             3,369,000           3,278,000          3,164,000
  Interest expense                                               1,540,000           1,519,000          1,579,000
  Depreciation and amortization                                  1,449,000           1,425,000          1,484,000
                                                            ---------------     ---------------    ---------------
   Total expenses                                                6,358,000           6,222,000          6,227,000
                                                            ---------------     ---------------    ---------------
Net loss                                                  $       (642,000)  $        (765,000)  $       (895,000)
                                                            ===============     ===============    ===============
Net loss  allocable to the  Partnership,  before equity
   in losses of Alliance, Evergreen and Hastings          $       (557,000)  $        (715,000)  $       (832,000)
                                                            ===============     ===============    ===============
Net loss recorded by the Partnership,  before equity in
   losses of Alliance, Evergreen and Hastings             $       (657,000)  $        (686,000)  $       (832,000)

Net loss of Alliance allocable to the Partnership                        -             (49,000)           (63,000)

Net loss of Evergreen allocable to the Partnership                       -             (73,000)          (222,000)

Net loss of Hastings allocable to the Partnership                        -             (46,000)           (58,000)
                                                            ---------------     ---------------    ---------------
Net loss recorded by the Partnership                      $       (657,000)  $        (854,000)  $     (1,175,000)
                                                            ===============     ===============    ===============
</TABLE>

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

                                       26
<PAGE>






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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  For The Years Ended March 31, 2001 and 2000,
                  For The Three Months Ended March 31, 1999 and
                      For The Year Ended December 31, 1998



NOTE 4 - RELATED PARTY TRANSACTIONS
-----------------------------------
Under the terms of the  Partnership  Agreement,  the  Partnership has paid or is
obligated to the General Partner or its affiliates for the following items:

     Acquisition fees of up to 7.5% of the gross proceeds from the sale of Units
     as compensation for services rendered in connection with the acquisition of
     Local Limited Partnerships.  As of March 31, 2001 and 2000, the Partnership
     incurred total acquisition fees of $1,200,785.  Accumulated amortization of
     these  capitalized costs was $299,672 and $133,032 as of March 31, 2001 and
     2000, respectively. Of the accumulated amortization recorded on the balance
     sheet at March 31, 2001,  $126,614 of the related  expense was reflected as
     equity in losses of limited  partnerships  on the  statement of  operations
     during the fourth  quarter of the year ended  March 31,  2001 to reduce the
     respective  net  acquisition  fee component of investments in local limited
     partnerships  to zero for those  Local  Limited  Partnerships  which  would
     otherwise be below a zero balance.

     Reimbursement  of costs incurred by an affiliate of the General  Partner in
     connection  with the  acquisition  of  Local  Limited  Partnerships.  These
     reimbursements have not exceeded 1% of the gross proceeds.  As of March 31,
     2001 and 2000,  the  Partnership  incurred  acquisition  costs of $120,510,
     which  have  been  included  in   investments   in  limited   partnerships.
     Accumulated  amortization was $29,367 and $12,542 as of March-31,  2001 and
     2000, respectively. Of the accumulated amortization recorded on the balance
     sheet at March 31, 2001,  $12,806 of the related  expense was  reflected as
     equity in losses of limited  partnerships  on the  statement of  operations
     during the fourth  quarter of the year ended  March 31,  2001 to reduce the
     respective  net  acquisition  fee component of investments in local limited
     partnerships  to zero for those  Local  Limited  Partnerships  which  would
     otherwise be below a zero balance.

     An annual asset  management  fee equal to the greater  amount of (i) $2,000
     for each Housing complex, or (ii) 0.275% of gross proceeds. In either case,
     the fee will be  decreased or  increased  annually  based on changes to the
     Consumer Price Index.  However,  in no event will the maximum amount exceed
     0.2% of the  invested  assets of the limited  partnerships,  including  the
     Partnership's allocable share of the mortgages. Management fees of $50,152,
     $49,500, $12,375 and $49,500 were incurred during the years ended March 31,
     2001 and 2000,  the three  months  ended  March 31, 1999 and the year ended
     December-31,  1998, respectively, of which $12,375, $63,242, $49,500 and $0
     were paid, respectively.

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

                                       27

<PAGE>





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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  For The Years Ended March 31, 2001 and 2000,
                  For The Three Months Ended March 31, 1999 and
                      For The Year Ended December 31, 1998

NOTE 4 - RELATED PARTY TRANSACTIONS, continued
----------------------------------------------
The  accrued  fees  and  expenses  due to the  General  Partner  and  affiliates
consisted of the following:
<TABLE>
<CAPTION>
                                                                                                 March 31
                                                                                        ----------------------------
                                                                                           2001            2000
                                                                                         -----------    -------------
<S>                                                                                    <C>    <C>
Reimbursements for expenses paid by the General
  Partner or an affiliate                                                              $      2,406   $       26,540

Asset management fee payable                                                                 37,125                -
                                                                                         -----------    -------------
Total                                                                                  $     39,531   $       26,540
                                                                                         ===========    =============
</TABLE>

NOTE 5 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
----------------------------------------------------
The following is a summary of the quarterly operations for the years ended March
31, 2001 and 2000 (in thousands, except for per unit data).
<TABLE>
<CAPTION>
                                           June 30           September 30       December 31           March 31
                                        ---------------     ---------------    ---------------     ---------------
               2001
               ----
<S>                                   <C>                 <C>               <C>                <C>
Income                                $         10,000    $         3,000   $         2,000    $        13,000

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

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

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

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

Loss per limited partner unit                      (11)               (14)              (14)               (13)

               2000
               ----
Income                                $          9,000    $         8,000   $         6,000    $        13,000

Operating expenses                             (27,000)           (41,000)          (52,000)        (1,015,000)

Equity in losses of limited
     partnerships                             (294,000)          (256,000)         (238,000)           (66,000)

Net loss                                      (312,000)          (289,000)         (284,000)        (1,068,000)

Loss available to limited partners            (309,000)          (286,000)         (281,000)        (1,058,000)

Loss per limited partner unit                      (17)               (16)              (16)               (59)
</TABLE>

                                       28
<PAGE>






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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  For The Years Ended March 31, 2001 and 2000,
                  For The Three Months Ended March 31, 1999 and
                      For The Year Ended December 31, 1998

NOTE 6 - PAYABLES TO LIMITED PARTNERSHIPS
-----------------------------------------
Payables  to Local  Limited  Partnerships  represent  amounts  which  are due at
various  times  based  on  conditions   specified  in  the  respective   limited
partnership agreements.  These contributions are payable in installments and are
generally due upon the Local Limited Partnerships  achieving certain development
and  operating  benchmarks  (generally  within  two  years of the  Partnership's
initial investment).

NOTE 7 - INCOME TAXES
---------------------
No provision  for income taxes has been recorded in the  accompanying  financial
statements as any  liability for income taxes is the  obligation of the partners
of the Partnership.

NOTE 8 - COMMITMENTS AND CONTINGENCIES
--------------------------------------
During 2000,  WNC  identified a potential  problem with a developer  who, at the
time,  was the local  general  partner in six Local  Limited  Partnerships.  The
Partnership has 99% limited partnership  investments in three of those six Local
Limited  Partnerships.  Those  investments are Alliance  Apartments I, Evergreen
Apartments  I  and  Hastings  Apartments  I.  All  the  properties  continue  to
experience  operating  deficits.  The local general  partner  ceased funding the
operating deficits,  which placed the Local Limited  Partnerships in jeopardy of
foreclosure. Consequently, WNC voted to remove the local general partner and the
management company from the Local Limited Partnerships.  After the local general
partner contested its removal, WNC commenced legal action on behalf of the Local
Limited  Partnerships  and was  successful  in getting a receiver  appointed  to
manage the Local Limited  Partnerships  and an unaffiliated  entity appointed as
property  manager.  WNC was  subsequently  successful  in  attaining  a  summary
judgment to confirm the removal of the local general  partner,  the receiver was
discharged and WNC now controls all six of the Local Limited Partnerships.

The six Local Limited  Partnerships  (hereinafter  referred to as  "Defendants")
were  defendants  in a separate  lawsuit.  The  lawsuit was filed by eight other
partnerships   in  which  the  local  general   partner  of  the  Local  Limited
Partnerships is or was involved (the  "Plaintiffs").  The Plaintiffs allege that
the local general  partner  accepted  funds from the  Plaintiffs  and improperly
loaned these funds to the Defendants. In July 2001, a tentaive settlement as yet
not executed was reached,  with respect to this lawsuit for an aggregate  amount
of $35,000. The Partnerships allocated share of $17,500 has been accrued in full
at March 31, 2001.

The Partnership has a 99% limited partnership  investment in Cascade Pines, L.P.
II ("Cascade"). Cascade is a defendant in a wrongful death lawsuit and a related
injury  lawsuit.  Cascade  carries  general  liability  and  extended  liability
insurance.  Discovery  for these  lawsuits is  ongoing,  but the  management  of
Cascade and WNC are unable to  determine  the outcome of these  lawsuits at this
time or their impact, if any, on the Partnership's financial statements.  Should
Cascade be  unsuccessful in its defense and the insurer denies  coverage,  which
they have  indicated  that they might,  or the insurance  coverage  proves to be
inadequate,  the  Partnership  may be  required  to sell its  investment  or may
otherwise lose its investment in Cascade.  Loss of the Cascade  investment could
result in recapture of tax credits and certain prior tax deductions.

                                       29
<PAGE>



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

NOT APPLICABLE

PART III.

Item 10. Directors and Executive Officers of the Registrant

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

Directors and Executive Officers of WNC & Associates, Inc.

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

Wilfred  N.  Cooper,  Sr.,  age 70, is the  founder,  Chief  Executive  Officer,
Chairman of the Board and a Director of WNC &  Associates,  Inc.,  a Director of
WNC  Capital  Corporation,  and a  general  partner  in  some  of  the  programs
previously sponsored by the Sponsor. Mr. Cooper has been involved in real estate
investment and acquisition  activities since 1968.  Previously,  during 1970 and
1971, he was founder and principal of Creative Equity Development Corporation, a
predecessor of WNC & Associates,  Inc., and of Creative  Equity  Corporation,  a
real estate investment firm. For 12 years prior to that, Mr. Cooper was employed
by Rockwell  International  Corporation,  last serving as its manager of housing
and urban developments  where he had  responsibility  for factory-built  housing
evaluation and project management in urban planning and development.  Mr. Cooper
is a Director of the National Association of Home Builders (NAHB) and a National
Trustee  for NAHB's  Political  Action  Committee,  a Director  of the  National
Housing  Conference  (NHC)  and a member  of  NHC's  Executive  Committee  and a
Director of the National Multi-Housing Council (NMHC). Mr. Cooper graduated from
Pomona College in 1956 with a Bachelor of Arts degree.

John B. Lester, Jr., age 67, is Vice-Chairman,  a Director,  and a member of the
Acquisition  Committee of WNC & Associates,  Inc., and a Director of WNC Capital
Corporation.   Mr.  Lester  has  27  years  of  experience  in  engineering  and
construction  and has been involved in real estate  investment  and  acquisition
activities since 1986 when he joined the Sponsor. Previously, he was Chairman of
the Board and Vice President or President of E & L Associates,  Inc., a provider
of engineering and construction  services to the oil refinery and  petrochemical
industries,  which  he  co-founded  in  1973.  Mr.  Lester  graduated  from  the
University of Southern  California in 1956 with a Bachelor of Science  degree in
Mechanical Engineering.

Wilfred N.  Cooper,  Jr.,  age 38, is  President,  Chief  Operating  Officer,  a
Director and a member of the Acquisition Committee of WNC & Associates,  Inc. He
is President of, and a registered  principal  with, WNC Capital  Corporation,  a
member firm of the NASD, and is a Director of WNC  Management,  Inc. He has been
involved in investment and  acquisition  activities  with respect to real estate
since he joined the  Sponsor  in 1988.  Prior to this,  he served as  Government
Affairs  Assistant with Honda North America in Washington,  D.C. Mr. Cooper is a
member of the Advisory Board for LIHC Monthly Report,  a Director of NMHC and an
Alternate  Director of NAHB. He graduated  from The American  University in 1985
with a Bachelor of Arts degree.

David N.  Shafer,  age 49, is  Executive  Vice  President,  a Director,  General
Counsel and a member of the Acquisition Committee of WNC & Associates, Inc., and
a Director and Secretary of WNC Management, Inc. Mr. Shafer has been involved in
real estate  investment and acquisition  activities since 1984. Prior to joining
the Sponsor in 1990, he was  practicing  law with a specialty in real estate and
taxation.  Mr. Shafer is a Director and President of the  California  Council of
Affordable  Housing  and a member  of the State Bar of  California.  Mr.  Shafer
graduated  from the  University  of  California  at Santa Barbara in 1978 with a
Bachelor of Arts degree, from the New England School of Law in 1983 with a Juris
Doctor  degree (cum laude) and from the  University  of San Diego in 1986 with a
Master of Law degree in Taxation.


                                       30
<PAGE>

Thomas J. Riha, age 46, became Chief Financial  Officer  effective January 2001.
Prior to his  appointment  as Chief  Financial  Officer he was Vice  President -
Asset Management and a member of the Acquisition  Committee of WNC & Associates,
Inc. and a Director and Chief Executive Officer of WNC Management, Inc. Mr. Riha
has been involved in acquisition and investment  activities with respect to real
estate since 1979.  Prior to joining the Sponsor in 1994,  Mr. Riha was employed
by Trust Realty Advisor, a real estate acquisition and management company,  last
serving as Vice  President - Operations.  Mr. Riha graduated from the California
State  University,  Fullerton in 1977 with a Bachelor of Arts degree (cum laude)
in Business Administration with a concentration in Accounting and is a Certified
Public  Accountant  and a member of the American  Institute of Certified  Public
Accountants.

Sy P. Garban,  age 55, is Vice  President -  Institutional  Investments of WNC &
Associates, Inc. and has been employed by the Sponsor since 1989. Mr. Garban has
been involved in real estate investment  activities since 1978. Prior to joining
the Sponsor he served as Executive  Vice  President of MRW,  Inc., a real estate
development  and management  firm.  Mr. Garban is a member of the  International
Association of Financial  Planners.  He graduated from Michigan State University
in 1967 with a Bachelor of Science degree in Business Administration.

N. Paul Buckland,  age 38, is Vice President - Acquisitions  and a member of the
Acquisition  Committee of WNC &  Associates,  Inc. He has been  involved in real
estate  acquisitions and investments since 1986 and has been employed with WNC &
Associates, Inc. since 1994. Prior to that, he served on the development team of
the Bixby Ranch that  constructed  apartment  units and Class A office  space in
California and neighboring  states,  and as a land acquisition  coordinator with
Lincoln  Property   Company  where  he  identified  and  analyzed   multi-family
developments. Mr. Buckland graduated from California State University, Fullerton
in 1992 with a Bachelor of Science degree in Business Finance.

David Turek, age 46, is Vice President - Originations of WNC & Associates,  Inc.
He has been involved with real estate  investment and finance  activities  since
1976 and has been employed by WNC & Associates,  Inc.  since 1996.  From 1995 to
1996,  Mr. Turek served as a consultant  for a national Tax Credit sponsor where
he was responsible for on-site feasibility studies and due diligence analyses of
Tax Credit properties.  From 1990 to 1995, he was involved in the development of
conventional  and tax credit  multi-family  housing.  He is a Director  with the
Texas Council for Affordable Rural Housing and graduated from Southern Methodist
University in 1976 with a Bachelor of Business Administration degree.

Kay L. Cooper,  age 64, is a Director of WNC & Associates,  Inc. Mrs. Cooper was
the founder and sole  proprietor  of Agate 108, a  manufacturer  and retailer of
home  accessory  products,  from 1975 until 1998.  She is the wife of Wilfred N.
Cooper,  Sr.,  the mother of Wilfred  N.  Cooper,  Jr. and the sister of John B.
Lester,  Jr. Ms. Cooper graduated from the University of Southern  California in
1958 with a Bachelor of Science degree.


                                       31
<PAGE>



Item 11.  Executive Compensation

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

(a)  Annual Asset  Management Fee. An annual asset management fee of the greater
     of (i)  $2,000 per  multi-family  housing  complex or (ii)  0.275% of Gross
     Proceeds. The base fee amount will be adjusted annually based on changes in
     the  Consumer  Price  Index,  however  in no event  will the  annual  asset
     management fee exceed 0.2% of Invested Assets.  "Invested Assets" means the
     sum of the Partnership's  Investment in Local Limited  Partnerships and the
     Partnership's  allocable  share of the  amount  of  mortgages  on and other
     indebtedness  related to the Housing Complexes.  Fees of $50,152,  $49,500,
     $12,375 and $49,500 were incurred during the years ended March-31, 2001 and
     2000, the three months ended March 31, 1999 and the year ended December 31,
     1998,  respectively.  The  Partnership  paid  the  General  Partner  or its
     affiliates $12,375,  $63,242, $49,500 and $0 of these fees during the years
     ended March 31, 2001 and 2000 and the three months ended March 31, 1999 and
     the year ended December-31, 1998, respectively.

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

(c)  Interest  in  Partnership.   The  General   Partner   receives  1%  of  the
     Partnership's  allocated Low Income  Housing  Credits,  which  approximated
     $24,000 for the General  Partner for the year ended  December 31, 1998. The
     General  Partners  are also  entitled to receive 1% of cash  distributions.
     There were no  distributions  of cash to the  General  Partners  during the
     years ended March 31, 2001 and 2000,  the three months ended March 31, 1999
     or during the year ended December 31, 1998.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

(a)  Security Ownership of Certain Beneficial Owners

     The following are the only limited partners known to the General Partner to
     own beneficially in excess of 5% of the outstanding Units.
<TABLE>
<CAPTION>
                Title of Class         Name and Address of Beneficial Owner      Amount of     Percent of Class
                                                                                   Units
                                                                                Controlled
          ---------------------------- -------------------------------------- ---------------- ------------------
<S>                                       <C>                                   <C>                  <C>
               Units of Limited               Sempra Energy Financial           4,560 units          25.3%
             Partnership Interests                P.O. Box 126943
                                             San Diego, CA 92113-6943

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

(b)  Security Ownership of Management

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

                                       32
<PAGE>


(c)  Changes in Control

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

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

Item 13.  Certain Relationships and Related Transactions

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


                                       33
<PAGE>


PART IV.

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

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

(a)(1) Financial statements included in Part II hereof:
       -----------------------------------------------
     Report of Independent  Certified Public Accountants
     Balance Sheets,  March  31, 2001 and 2000
     Statements  of  Operations  for the years ended March 31,2001 and 2000,
     the three months ended March 31, 1999 and the year ended December 31, 1998
     Statements of Partners' Equity (Deficit) for the years ended March 31, 2001
     and 2000, the three months ended March 31, 1999 and the year ended December
     31, 1998
     Statements  of Cash Flows for the years ended March 31, 2001 and 2000,  the
     three months ended March 31, 1999 and the year ended December 31, 1998
     Notes to Financial Statements

(a)(2) Financial statement schedules included in Part IV hereof:
       ---------------------------------------------------------
     Report of Independent  Certified Public Accountants on Financial  Statement
     Schedules
     Schedule III - Real Estate Owned by Local Limited Partnerships

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

1.   NONE

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

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

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

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

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

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

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



                                       34
<PAGE>

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

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

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

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

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

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

21.1   Financial  statements  of Blessed  Rock of El Monte,  for the years ended
       December 31, 2000 and 1999 together  with  Independent  Auditors'  Report
       thereon; a significant subsidiary of the Partnership.

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

                                       35
<PAGE>


              Report of Independent Certified Public Accountants on
                          Financial Statement Schedules


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


The audits  referred to in our report dated July 9, 2001,  relating to the 2001,
2000, 1999 and 1998 financial statements of WNC Housing Tax Credit Fund V, L.P.,
Series 3 (the  "Partnership"),  which is  contained in Item 8 of this Form 10-K,
included  the  audit of the  accompanying  financial  statement  schedules.  The
financial  statement  schedules  are  the  responsibility  of the  Partnership's
management.  Our  responsibility  is to express  an  opinion on these  financial
statement  schedules  based  upon  our  audits.  The  opinion  to the  financial
statements contains an audit scope limitation paragraph describing the inability
of other  auditors to express an opinion on the  financial  statements  of three
limited partnerships.

In our  opinion,  except for the  effects of such  audit  scope  limitation,such
financial  statement  schedules  present fairly, in all material  respects,  the
financial information set forth therein.



                                            /s/BDO SEIDMAN, LLP
                                               BDO SEIDMAN, LLP

Orange County, California
July 9, 2001 except as to
     Note 2 paragraph 5 which is
     as of July 19, 2001
                                       36
<PAGE>



WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001
<TABLE>
<CAPTION>
                                          --------------------------------------- --------------------------------------------------
                                                         As of March 31, 2001                           As of December 31, 2000
                                          ---------------------------------------- -------------------------------------------------
                                            Partnership's Total    Amount of       Encumbrances of  Property                     Net
                                            Investment in Local  Investment Paid   Local Limited     and       Accumu lated     Book
      Partnership Name        Location      Limited Partnerships   to Date         Partnerships    Equipment   Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                 <C>               <C>           <C>          <C>          <C>         <C>
Alliance Apartments I         Alliance,
Limited Partnership           Nebraska            $    604,000      $    604,000            *            *            *            *

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

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

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

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

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

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

Hastings Apartments I,        Hastings,
Limited Partnership           Nebraska                 542,000           542,000            *            *            *            *

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

Hillcrest Associates, a       Ontario,
Limited Partnership           Oregon                   354,000           354,000    1,295,000    1,700,000      277,000    1,423,000

*    Results of Alliance Apartments I, L.P., Evergreen Apartments I, L.P. and Hastings Apartments I, L.P. have not been audited
     and thus have been excluded.
     See Note 2 to the financial statements and report of certified public accountants.
</TABLE>

                                       37

<PAGE>



WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001
<TABLE>
<CAPTION>
                                          ---------------------------------------- -------------------------------------------------
                                                         As of March 31, 2001                        As of December 31, 2000
                                          ---------------------------------------- -------------------------------------------------
                                            Partnership's Total    Amount of       Encumbrances of  Property                     Net
                                            Investment in Local  Investment Paid   Local Limited     and       Accumu lated     Book
      Partnership Name        Location      Limited Partnerships   to Date         Partnerships    Equipment   Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                 <C>              <C>            <C>          <C>          <C>         <C>
Patten Towers,                Chattanooga,
L.P. II                       Tennessee              2,154,000         2,154,000    6,595,000   10,893,000    1,886,000    9,007,000

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

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

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

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

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

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

The Willows Apartments        Morganton, North
Limited Partnership           Carolina                 841,000           841,000    1,101,000    1,904,000      205,000    1,699,000
                                                  ------------      ------------  -----------  -----------  ----------- ------------
                                                  $ 13,763,000      $ 13,763,000  $28,233,000  $45,687,000  $ 6,123,000 $ 39,564,000
                                                  ============      ============  ===========  ===========  =========== ============
</TABLE>

                                       38
<PAGE>



WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001
<TABLE>
<CAPTION>
                                         ---------------------------------------------------------------------------------
                                                               For the year ended December 31, 2000
                                         ---------------------------------------------------------------------------------
                                                                                                  Year       Estimated
                                                                                               Investment   Useful Life
            Partnership Name                Rental Income       Net Loss          Status        Acquired      (Years)
--------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>           <C>               <C>               <C>             <C>
Alliance Apartments I Limited
Partnership                                                *              *        Completed         1997             40

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

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

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

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

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

Evergreen Apartments I Limited
Partnership                                                *              *        Completed         1996             40

Hastings Apartments I, Limited
Partnership                                                *              *        Completed         1996             40

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

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

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

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

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

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

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

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

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

The Willows Apartments Limited
Partnership                                          121,000        (29,000)       Completed         1997             40
                                                 ------------    ---------------
                                                 $ 5,416,000     $ (642,000)
                                                 ============    ===============
*    Results of Alliance Apartments I, L.P., Evergreen Apartments I, L.P. and Hastings Apartments I, L.P. have not been
     audited and thus have been excluded.  See Note 2 to the financial statements and report of certified public
     accountants.
</TABLE>


                                       39
<PAGE>




WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000
<TABLE>
<CAPTION>
                                          --------------------------------------- --------------------------------------------------
                                                         As of March 31, 2000                           As of December 31, 1999
                                          ---------------------------------------- -------------------------------------------------
                                            Partnership's Total    Amount of       Encumbrances of  Property                     Net
                                            Investment in Local  Investment Paid   Local Limited     and       Accumu lated     Book
      Partnership Name        Location      Limited Partnerships   to Date         Partnerships    Equipment   Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                 <C>               <C>           <C>          <C>          <C>         <C>
Alliance Apartments I         Alliance,
Limited Partnership           Nebraska            $    604,000      $    604,000            *            *            *            *

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

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

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

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

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

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

Hastings Apartments I,        Hastings,
Limited Partnership           Nebraska                 542,000           542,000            *            *            *            *

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

Hillcrest Associates, a       Ontario,
Limited Partnership           Oregon                   354,000           354,000    1,298,000    1,700,000      239,000    1,461,000

*  Results of Alliance Apartments I, L.P., Evergreen Apartments I, L.P. and Hastings Apartments I, L.P.
   have not been audited and thus have been excluded.
   See Note 2 to the financial statements and report of certified public accountants.
</TABLE>

                                       40

<PAGE>



WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000
<TABLE>
<CAPTION>
                                          ---------------------------------------- -------------------------------------------------
                                                         As of March 31, 2000                        As of December 31, 1999
                                          ---------------------------------------- -------------------------------------------------
                                            Partnership's Total    Amount of       Encumbrances of  Property                     Net
                                            Investment in Local  Investment Paid   Local Limited     and       Accumu lated     Book
      Partnership Name        Location      Limited Partnerships   to Date         Partnerships    Equipment   Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                 <C>              <C>            <C>          <C>          <C>         <C>
Patten Towers,                Chattanooga,
L.P. II                       Tennessee              2,154,000         2,154,000    6,945,000   10,823,000    1,475,000    9,348,000

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

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

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

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

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

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

The Willows Apartments        Morganton, North
Limited Partnership           Carolina                 841,000           841,000    1,112,000    1,905,000      154,000    1,751,000
                                                  ------------      ------------  -----------  -----------  ----------- ------------
                                                  $ 13,763,000      $ 13,691,000  $27,652,000  $45,430,000  $ 4,709,000 $ 40,721,000
                                                  ============      ============  ===========  ===========  =========== ============
</TABLE>

                                       41
<PAGE>


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

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

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

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

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

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

Evergreen Apartments I Limited
Partnership                                                *               *        Completed         1996             40

Hastings Apartments I, Limited
Partnership                                                *               *        Completed         1996             40

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

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

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

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

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

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

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

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

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

The Willows Apartments Limited
Partnership                                          120,000         (20,000)       Completed         1997             40
                                                 ------------     --------------
                                                 $ 5,224,000      $ (765,000)
                                                 ============     ==============
*    Results of Alliance Apartments I, L.P., Evergreen Apartments I, L.P. and Hastings Apartments I, L.P. have not been
     audited and thus have been excluded.  See Note 2 to the financial statements and report of certified public
     accountants.
</TABLE>

                                       42
<PAGE>




WWNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 1999
<TABLE>
<CAPTION>
                                          --------------------------------------- --------------------------------------------------
                                                         As of March 31, 1999                           As of December 31, 1998
                                          ---------------------------------------- -------------------------------------------------
                                            Partnership's Total    Amount of       Encumbrances of  Property                     Net
                                            Investment in Local  Investment Paid   Local Limited     and       Accumu lated     Book
      Partnership Name        Location      Limited Partnerships   to Date         Partnerships    Equipment   Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                 <C>               <C>           <C>          <C>          <C>         <C>
Alliance Apartments I         Alliance,
Limited Partnership           Nebraska            $    604,000      $    604,000  $   615,000 $  1,549,000   $  141,000 $  1,408,000

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

Broadway Apartments,          Hobbs,
LimitedPartnership            New Mexico             2,004,000         1,931,000    1,402,000    3,334,000      156,000    3,178,000

Cascade Pines,                Atlanta,
L.P. II                       Georgia                1,347,000         1,347,000    8,023,000    8,392,000      706,000    7,686,000

Curtis Associates             Curtis,
I, L.P.                       Nebraska                  88,000            66,000      427,000      497,000       44,000      453,000

Escatawpa Village
Associates, Limited           Escatawpa,
Partnership                   Mississippi              249,000           249,000      898,000    1,417,000      100,000    1,317,000

Evergreen Apartments I        Tulsa,
Limited Partnership           Oklahoma                 549,000           549,000      652,000    1,886,000      199,000    1,687,000

Hastings Apartments I,        Hastings,
Limited Partnership           Nebraska                 542,000           542,000      611,000    1,335,000      106,000    1,229,000

Heritage Apartments           Berkeley,
I, L.P.                       Missouri                 752,000           752,000      694,000    1,679,000       80,000    1,599,000

</TABLE>

                                       43
<PAGE>



WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 1999
<TABLE>
<CAPTION>
                                          ---------------------------------------- -------------------------------------------------
                                                         As of March 31, 1999                        As of December 31, 1998
                                          ---------------------------------------- -------------------------------------------------
                                            Partnership's Total    Amount of       Encumbrances of  Property                     Net
                                            Investment in Local  Investment Paid   Local Limited     and       Accumu lated     Book
      Partnership Name        Location      Limited Partnerships   to Date         Partnerships    Equipment   Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>                 <C>              <C>            <C>          <C>          <C>         <C>
Hillcrest Associates, a       Ontario,
Limited Partnership           Oregon                   354,000           354,000    1,301,000    1,697,000      198,000    1,499,000


Patten Towers,                Chattanooga,
L.P. II                       Tennessee              2,154,000         2,154,000    7,275,000   10,715,000    1,095,000    9,620,000

Prairieland Properties of     Syracuse,
Syracuse II, L.P.             Kansas                    85,000            85,000      294,000      511,000       37,000      474,000

Raymond S. King Apartments    Greensboro,
Limited Partnership           North Carolina           437,000           437,000      782,000    1,096,000       84,000    1,012,000

Rosedale Limited              Silver City, New
Partnership                   Mexico                   309,000           309,000    1,324,000    1,679,000      193,000    1,486,000

Shepherd South                Shepherd,
Apartments I,Ltd.             Texas                    121,000           121,000      577,000      720,000       57,000      663,000

Solomon Associates            Solomon,
I, L.P.                       Kansas                   138,000           138,000      569,000      716,000       68,000      648,000

Talladega County              Talladega,
Housing Ltd.                  Alabama                  653,000           653,000      811,000    1,466,000      122,000    1,354,000

The Willows Apartments        Morganton, North
Limited Partnership           Carolina                 841,000           841,000    1,122,000    1,905,000      102,000    1,803,000
                                                  ------------      ------------  -----------  -----------  ----------- ------------
                                                  $ 13,738,000      $ 13,643,000  $31,218,000  $49,883,000  $ 3,757,000 $ 46,126,000
                                                  ============      ============  ===========  ===========  =========== ============
</TABLE>
                                       44

<PAGE>



WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 1999
<TABLE>
<CAPTION>
                                         ---------------------------------------------------------------------------------
                                                               For the year ended December 31, 1998
                                         ---------------------------------------------------------------------------------
                                                                                                  Year       Estimated
                                                                                               Investment   Useful Life
            Partnership Name                Rental Income       Net Loss          Status        Acquired      (Years)
--------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>             <C>               <C>               <C>             <C>
Alliance Apartments I Limited
Partnership                                       $   65,000      $ (64,000)        Completed         1997             40

Blessed Rock of El Monte                             656,000       (111,000)        Completed         1997             40

Broadway Apartments,
Limited Partnership                                  152,000       (285,000)        Completed         1997             40

Cascade Pines, L.P. II                             1,821,000       (152,000)        Completed         1997             40

Curtis Associates I, L.P.                             30,000        (24,000)        Completed         1997           27.5

Escatawpa Village Associates, Limited
Partnership                                          119,000        (25,000)        Completed         1997           27.5

Evergreen Apartments I Limited
Partnership                                          174,000       (224,000)        Completed         1996             40

Hastings Apartments I, Limited
Partnership                                           83,000        (59,000)        Completed         1996             40

Heritage Apartments I, L.P.                          102,000        (45,000)        Completed         1997           27.5

Hillcrest Associates, A Limited
Partnership                                          188,000        (37,000)        Completed         1997           27.5

Patten Towers, L.P. II                             1,483,000        (38,000)        Completed         1996           27.5

Prairieland Properties of Syracuse II,
L.P.                                                  51,000         (9,000)        Completed         1997           27.5

Raymond S. King Apartments Limited
Partnership                                           65,000        (32,000)        Completed         1997             30

Rosedale Limited Partnership                         135,000        (47,000)        Completed         1997             30

Shepherd South Apartments I, Ltd.                     87,000         (4,000)        Completed         1996             40

Solomon Associates I, L.P.                            92,000        (27,000)        Completed         1997           27.5

Talladega County Housing Ltd.                         86,000        (41,000)        Completed         1996             40

The Willows Apartments Limited
Partnership                                          112,000        (19,000)        Completed         1997             40
                                                -------------  -----------------
                                               $   5,501,000   $ (1,243,000)
                                               =============   =================
</TABLE>

                                       45
<PAGE>





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

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

By:    WNC & Associates, Inc.       General Partner

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

Date:  July 20, 2001


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

Date:  July 20, 2001



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


By /s/ Wilfred N. Cooper, Jr.
   --------------------------
Wilfred N. Cooper, Jr., Director of WNC & Associates, Inc.

Date:  July 20, 2001


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

Date:  July 20, 2001


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

Date:  July 20, 2001


                                       46
<PAGE>




                                    CONTENTS





                                                                            Page

                         INDEPENDENT AUDITOR'S REPORT 1
FINANCIAL STATEMENTS:
      Balance Sheets                                                         2-3
      Statements of Operations and Changes in Partners' Equity                 4
      Statements of Cash Flows                                               5-6
      Notes to Financial Statements                                         7-11
SUPPLEMENTARY INFORMATION:
      Supplemental Schedule of Expenses                                       12
      Supplemental Schedule of Changes in Partners' Equity                    13




                                       47
________________________________________________________________________________
<PAGE>
Partners
Blessed Rock of El Monte
Costa Mesa, California



                         INDEPENDENT AUDITOR'S REPORT



I have audited the  accompanying  balance  sheet of Blessed Rock of El Monte,  a
California  Limited  Partnership  as of  December  31,  2000,  and  the  related
statements of operations  and changes in partners'  equity,  and operating  cash
flows for the year then ended. These financial statements are the responsibility
of the partnership's  management.  My responsibility is to express an opinion on
these  financial  statements  based on my audit.  The  financial  statements  of
Blessed Rock of El Monte as of December 31, 1999 were audited by other  auditors
whose report dated January 18, 2000,  expressed an unqualified  opinion on those
statements.

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

In my opinion, the financial statements referred to above present fairly, in all
material  respects,  the  financial  position of Blessed  Rock of El Monte as of
December 31, 2000 and the results of its operations and its operating cash flows
for the year  then  ended  in  conformity  with  generally  accepted  accounting
principles.

My audit was  conducted  for the purpose of forming an opinion on the  financial
statements taken as a whole. The accompanying supplementary information shown on
page 12 and 13 is presented for the purpose of additional  analysis and is not a
required  part of the basic  financial  statements  of Blessed Rock of El Monte.
Such  information has been subjected to the auditing  procedures  applied in the
audit of the basic financial  statements and, in my opinion, is fairly stated in
all material respects in relation to the financial statements taken as a whole.






January 31, 2001                                            33-0724657


                                       48
<PAGE>





                            BLESSED ROCK OF EL MONTE
                       (A California Limited Partnership)
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                   BALANCE SHEETS, DECEMBER 31, 1999 AND 2000
------------------------------------------------------------------------------------------------------------------------------------


                          A S S E T S



                                                                           2000                    1999
                                                                           -----                   -----
<S>                                                                    <C>                     <C>
Current Assets:
     Operating cash and equivalents                                    $      60,905           $     181,492
     Security deposit cash                                                    25,804                  25,314
     Tenant accounts receivable                                                2,866                   5,661
     Prepaid expenses                                                         12,131                   5,011
                                                                        -------------          -----------------
              Total current assets                                           101,706                 217,478
                                                                        -------------          -----------------
Property, Building, and Equipment, At Cost:
     Land                                                                  1,271,162               1,271,162
     Building and improvements                                             7,982,536               7,982,536
     Equipment                                                                46,190                  37,709
                                                                         --------------        -----------------
                                                                           9,299,888               9,291,407
     Accumulated depreciation                                              ( 695,115)              ( 489,412)
                                                                         --------------        -----------------
              Property, building, and equipment - net                      8,604,773               8,801,995
                                                                         --------------        -----------------
Other Assets:
     Replacement reserve                                                      63,311                  41,836
     Tax and insurance restricted accounts                                    20,630                  17,518
     Unamortized deferred costs                                               91,755                 125,347
                                                                          -------------        ------------------
              Total other assets                                             175,696                 184,701
                                                                          -------------        ------------------
                                                                          $8,882,175              $9,204,174
                                                                          =============        ==================
</TABLE>

              See the accompanying notes to financial statements.
              ---------------------------------------------------
                                       49
<PAGE>






Blessed Rock of El Monte
Balance Sheets, December 31, 1999 and 2000
Page 2
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------

                        LIABILITIES AND PARTNERS' EQUITY


                                                                           2000                    1999
                                                                       ---------               ----------
<S>                                                                    <C>                     <C>
Current Liabilities:
     Current portion of mortgage payable                               $      32,622           $      30,408
     Accounts payable                                                          7,670                  10,214
     Security trust liability                                                 24,585                  24,640
     Accrued interest                                                         16,311                  15,735
     Accrued property taxes                                                        -                 109,644
                                                                        ---------------        ---------------
              Total current liabilities                                       81,188                 190,641
                                                                        ---------------        ---------------
Long-term Debt:
     Mortgage payable, less current portion
         included above                                                    2,615,184               2,647,806
     Notes payable                                                           706,213                 706,213
     Accrued interest payable                                                141,307                 118,473
     Grant loan payable                                                      400,000                 400,000
     Advance payable to general partner                                        1,000                   1,000
     Developer fee payable                                                   346,456                 389,456
                                                                        ---------------        ---------------
              Total long-term debt                                         4,210,160               4,262,948
                                                                        ---------------        ---------------
Partners' equity                                                           4,590,827               4,750,585
                                                                        ---------------        ---------------
                                                                          $8,882,175              $9,204,174
                                                                        ===============        ===============
</TABLE>

               See the accompanying notes to financial statements.
               ---------------------------------------------------


                                       50

<PAGE>







                            BLESSED ROCK OF EL MONTE
                       (A California Limited Partnership)
--------------------------------------------------------------------------------
                      STATEMENTS OF OPERATIONS AND CHANGES
       IN PARTNERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 1999 AND 2000
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                           2000                    1999
                                                                        ---------              ----------
<S>                                                                     <C>                    <C>
Revenue:
     Gross potential rents                                              $    696,391           $     676,653
     Less vacancies                                                          ( 3,269)                ( 3,796)
                                                                        -------------          ----------------
     Net rental income                                                       693,122                 672,857
     Laundry and vending                                                       9,075                  11,049
     Tenant charges                                                            1,426                   2,032
     Interest income                                                           5,164                   4,265
     Other income                                                                  -                  28,041
                                                                        -------------          ---------------
              Total revenues                                                 708,787                 718,244
                                                                        -------------          ---------------
Expenses:
     Administrative                                                          126,226                 134,497
     Utilities                                                                44,814                  46,645
     Operating and maintenance                                                45,913                  47,108
     Taxes and insurance                                                     193,320                  88,559
     Interest                                                                218,977                 237,236
     Depreciation                                                            239,295                 244,383
                                                                        --------------         ----------------
              Total expenses                                                 868,545                 798,428
                                                                        --------------         ---------------
Net loss                                                                   ( 159,758)               ( 80,184)

Partners' equity - beginning                                               4,750,585               4,830,769
                                                                        --------------         ----------------
Partners' equity - ending                                              $   4,590,827          $    4,750,585
                                                                       ===============        =================
</TABLE>

               See the accompanying notes to financial statements.
               ---------------------------------------------------
                                       51
<PAGE>





                            BLESSED ROCK OF EL MONTE
<TABLE>
<CAPTION>
                       (A California Limited Partnership)
------------------------------------------------------------------------------------------------------------------------------------
                            STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 2000
------------------------------------------------------------------------------------------------------------------------------------




                                                                            2000                    1999
                                                                         --------                 --------
<S>                                                                     <C>                      <C>
Cash flows from operating activities:
     Rental receipts                                                    $   683,941           $    666,544
     Operating interest receipts                                              3,399                  3,787
     Other operating receipts                                                10,501                 13,081
     Payments to suppliers and employees:
         Administrative expenses                                            (30,791)               (47,633)
         Management fees                                                    (34,527)               (30,583)
         Utilities                                                          (39,204)               (41,059)
         Salaries and wages                                                 (52,068)               (47,246)
         Operating and maintenance                                          (41,702)               (41,984)
         Real estate taxes                                                 (289,779)               (15,758)
         Payroll taxes                                                       (5,059)                (5,000)
         Property insurance                                                 (13,126)                (5,146)
         Miscellaneous taxes and insurance                                  (11,349)               (15,302)
         Interest on mortgage                                              (187,089)              (189,908)
         Interest on other notes                                             (8,478)                     -
         Funding security deposit account                                      (545)                  (171)
                                                                        --------------        --------------
             Net cash provided by (used in)
                  operating activities                                      (15,876)               243,622
                                                                        --------------        --------------
Cash flows from investing activities:
     Restricted tax and insurance - net                                      (2,398)                (6,528)
     Deposits to reserve,including interest                                 (21,475)               (21,022)
     Reserve interest                                                         1,051                    478
     Capital expenditures                                                    (8,481)                (2,511)
                                                                        --------------        --------------
         Net cash used in investing activities                              (31,303)               (29,583)
                                                                        --------------        --------------
Cash flows from financing activities:
     Mortgage principal payments                                            (30,408)               (28,344)
     Developer fee payments                                                 (43,000)               (77,000)
Increase in general partner payable                                               -                 1,000
                                                                        --------------        --------------
         Net cash used in financing activities                              (73,408)              (104,344)
                                                                        --------------        --------------
Net increase (decrease) in cash                                            (120,587)               109,695
Cash at beginning of year                                                   181,492                 71,797
                                                                        --------------        --------------
Cash at end of year                                                     $    60,905           $    181,492
                                                                        ==============        ==============
</TABLE>

               See the accompanying notes to financial statements.
               ---------------------------------------------------
                                       52
<PAGE>






Blessed Rock of El Monte
Statements of Cash Flows, December 31, 1999 and 2000
Page 2
<TABLE>
<CAPTION>

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



                           Reconciliation of Net Loss
             to Net Cash Provided by (Used in) Operating Activities





                                                                            2000                   1999
                                                                           ------                 --------

<S>                                                                    <C>                    <C>
Net Loss                                                               $   (159,758)          $     (80,184)
Adjustments to reconcile net loss to net cash
     Provided by (used in) operating activities:
         Depreciation and amortization                                      239,295                 244,383
         Decrease (increase) in:
              Security deposit cash                                            (490)                     29
              Receivables                                                     2,795                  (4,673)
              Prepaids                                                       (7,120)                  2,707
         Increase (decrease) in:
              Payables                                                       (2,544)                  9,659
              Security deposit liability                                        (55)                   (200)
              Accrued expenses                                              (86,234)                102,060
              Unearned rental income                                              -                  (1,640)
         Reserve interest earned                                             (1,765)                   (478)
         Other income                                                             -                 (28,041)
                                                                        --------------         ----------------
Net cash provided by (used in) operating activities                    $    (15,876)          $     243,622
                                                                       ===============        =================

</TABLE>

               See the accompanying notes to financial statements.
              ---------------------------------------------------
                                       53
<PAGE>


                            BLESSED ROCK OF EL MONTE
                       (A California Limited Partnership)
--------------------------------------------------------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000
--------------------------------------------------------------------------------


1.   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Organization:  Blessed Rock of El Monte, a California limited  partnership,
     was formed on November 22, 1995 by and between Everland, Inc., a California
     Corporation,  as the general partner and Tom Y. Lee as the limited partner.
     The Partnership Agreement was amended and restated on September 17, 1996 to
     replace Tom Y. Lee with WNC Housing Tax Credit Fund V, L.P.  Series 3 and 4
     as limited partners and WNC Housing, L.P. as a special limited partner.

     The  Partnership  was  formed  to  acquire,  construct,  own and  operate a
     137-unit elderly facility  apartment complex for low income residents in El
     Monte,  California.  The  Partnership  also  generates  tax  credits to the
     partners  in  accordance  with the  provisions  of the code and  applicable
     Treasury regulations.  The Partnership has qualified for low income housing
     tax credits as currently allowable under Section 42 of the Internal Revenue
     Code.

     The  Partnership  received  HOME  funds  from  the  City  of El  Monte  and
     redevelopment  funds from the El Monte  Community  Redevelopment  Agency as
     part of a public  program to ensure  affordable  housing for senior citizen
     tenants.  In addition,  the El Monte  Community  Redevelopment  Agency paid
     various  project  impact fees to the City of El Monte  associated  with the
     construction and development of the Project on behalf of the Partnership.

     Capitalization   and   Depreciation:   Assets  are  recorded  at  cost  and
     depreciated  for  financial  accounting  purposes  using the  straight-line
     method over their estimated  useful lives.  The principal  estimated useful
     lives used in computing the depreciation  provisions are 10 to 40 years for
     building and  improvements,  and 3 to 10 years for  equipment The policy of
     the project is to charge amounts  expended for  maintenance,  repairs,  and
     minor  replacements to expense,  and to capitalize  expenditures  for major
     replacements and betterments.

     Cash and Cash  Equivalents:  For  purposes of  reporting  cash flows,  cash
     includes unrestricted cash in bank, cash on hand, savings accounts, and all
     certificates of deposit with original maturities of three months or less.

     The Partnership maintains its cash in bank deposit accounts, which at times
     may exceed  federally  insured limits.  The Partnership has not experienced
     any losses in such accounts.  The Partnership believes it is not exposed to
     any significant credit risk on cash and cash equivalents.

     Deferred  Costs:   Deferred  costs,   comprised  of  tax  credit  fees  and
     organization costs are being amortized over five years.
     ___________________________________________________________________________
                                       54
<PAGE>


Blessed Rock of El Monte
Notes to Financial Statements, December 31, 2000
Page 2

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


     Estimates:  The  preparation  of financial  statements in  conformity  with
     generally  accepted  accounting  principles  requires  management  to  make
     estimates and assumptions  that affect:  (1) the reported amounts of assets
     and  liabilities  and  disclosure  of  contingencies  at  the  date  of the
     financial statements, and (2) the reported amounts of revenues and expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

     Rental Income and Unearned Rents: The Partnership  rents apartment units on
     a month to  month  basis  and  recognizes  revenues  when  earned.  Advance
     receipts of rents are classified as liabilities until earned.

     Income  Taxes:  No provision is made for income taxes since such taxes,  if
     any, are the liability of the individual partners.

     Reclassifications:  Certain  reclassifications  have  been made to the 1999
     financial statements to conform with the 2000 presentation.

2.   RESTRICTED FUNDS

     The  Partnership  is required  to make  monthly  impound  deposits to cover
     insurance   premiums,   property  taxes  and  to  maintain  a  reserve  for
     replacements.  These  restricted  funds are held by, and  expenditures  are
     subject to supervision and approval by, GMAC Commercial Mortgage.

3.   ACCRUED PROPERTY TAXES

     The  Partnership  has  received  and paid real  property  tax  bills  since
     inception  in  1995.  In  1998,  with  the  assistance  of a  property  tax
     consultant,  management  estimated  an  increase  of  $54,912 in the annual
     property tax obligation. In the current year the Partnership was billed and
     paid for these  additional  real  property  taxes in the amount of $70,750.
     Accordingly, accrued property tax is zero at December 31, 2000.

4.   MORTGAGE PAYABLE

     Mortgage payable consists of a 7.05% real estate mortgage,
     payable to GMAC Commercial Mortgage,  collateralized
     by a deed of trust on the real property.  The obligation is
     payable in aggregate monthly principal and interest installments
     of $18,188 beginning July 1, 1998 with a balloon payment in the
     amount of $2,017,000 payable  June 1, 2013.                     $ 2,647,806

     Less current portion                                                 32,622
                                                                     -----------
                                                                     $ 2,615,184
                                                                     ===========
    ____________________________________________________________________________
                                       55
<PAGE>

Blessed Rock of El Monte
Notes to Financial Statements, December 31, 2000
Page 3

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


     The amounts maturing for the next five years are:

                 2001     32,622
                 2002     34,998
                 2003     37,547
                 2004     40,281
                 2005     43,214

5.   NOTES PAYABLE

     Notes payable at December 31, 2000 consist of the following:

     4% note payable with a term of 15 years, payable to
     El Monte Community Redevelopment Agency (RDA),
     secured by deed of trust and rents from  Project.   Note  subject
     to prepayment in whole or in part based on events constituting
     default under  terms of  promissory note agreement.  No events
     of default have occurred through December 31, 2000.
     Payments of interest and principal  made annually beginning
     on April 1, 2003, and thereafter on April 1 until outstanding
     principal balance of  note and all accrued interest paid in full.
     Payments  paid from 50% of the residual rental income, as
     defined in the promissory note agreement.  Payments, if any,
     applied first to accrued interest and second to  principal of  note.
     No payments made on  note through 2000.  At December 31, 2000,
     accrued interest on note was $53,303.                          $    275,000

     1% note payable with a term of 30 years beginning
     April 3, 1996, payable to RDA for various development fees,
     secured by a deed of trust and rents from the Project.
     Commencing April 3, 1997, and thereafter on April 3
     for the following 6 succeeding years, payment of $4,239
     due each year.  Payment increases to $8,478  April 3, 2004
     and continues the next 7 succeeding years.  April 3, 2012,
     payment increases to $32,534 and continues the next 14
     succeeding years, or until paid in full.  Payments to be paid
     from 50% of residual rental income, as defined in promissory
     note agreement. Payments first applied to interest. $8,478 paid
     in 1999 for 1997 and 1998.  $8,478 paid in 2000 for 1999 and 2000.
     At December 31, 2000 accrued interest on  note was $12,004.         431,213
                                                                    ------------
                                                                    $    706,213
                                                                    ============
     __________________________________________________________________________
                                       56
<PAGE>


Blessed Rock of El Monte
Notes to Financial Statements, December 31, 2000
Page 4

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


6.   GRANT LOAN PAYABLE

     The Partnership  received a loan of $400,000 on April 3, 1996 from the City
     of El Monte as part of a public  program to ensure  affordable  housing for
     senior citizen  tenants.  Interest  accrues on the principal  amount at 4%,
     with a term of 55 years.  Loan is secured by a deed of trust and rents from
     the Project. At maturity,  the principal amount of the loan and all accrued
     interest shall be deemed  discharged and waived by the City unless there is
     an  occurrence  of an  event  of  default,  as  specified  under  the  loan
     agreement.  If default occurs, the City of El Monte is entitled to exercise
     its rights and the entire  principal  amount  outstanding  and any  accrued
     interest  could  become  due and  payable  at the  option of the City of El
     Monte. Accrued interest at December 31, 2000 was $76,000.

7.   RELATED PARTY TRANSACTIONS

     Capital Contributions: The limited partners, WNC Housing Tax Credit Fund V,
     L.P.  Series III and IV, 49.495% limited  partners,  are required to make a
     capital  contribution  of $5,162,171,  which shall be made equally  between
     them,  in  amounts  and at  times  as  stated  in the  Limited  Partnership
     Agreement.  The  limited  partners'  cash  contributions  may be reduced to
     account for reduced tax benefits, if any. At December 31, 2000, the limited
     partners have contributed $5,021,578.

     Project or Loss  Allocations:  All items  included  in the  calculation  of
     income or loss not arising from a sale or refinancing, and all tax credits,
     shall be  allocated  98.99% to the  limited  partners,  .01% to the special
     limited partner and 1% to the general partner.

     Developer  Fee Payable and Advance  Payable to General  Partner:  Under the
     terms of the Partnership Agreement,  Everland,  Inc., the developer,  is to
     receive a developer fee totaling  $1,050,416.  This  developer fee bears no
     interest  and is  payable  upon  additional  capital  contributions  by the
     limited  partners.  During the periods  ended  December  31, 2000 and 1999,
     $43,000  and  $77,000  of  payments  of  the  developer   fees  were  made,
     respectively.

     For the year ended  December  31, 1999 the net change in advances  from the
     general partner was $1,000

     Management Fee: A monthly property  management fee in an amount computed at
     5% of the collected gross revenue is payable to the management agent.

     Property  management  services  to  the  Partnership  are  provided  by  an
     affiliate of the limited  partners.  Property  management fees were $34,582
     and $33,411 for the years 2000 and 1999, respectively. Included in accounts
     payable at December  31, 2000 and  December  31, 1999 is $2,883 and $2,828,
     respectively, of management fees payable to this entity.
     ___________________________________________________________________________
                                       57
<PAGE>


Blessed Rock of El Monte
Notes to Financial Statements, December 31, 2000
Page 5

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


     Incentive  Management  and  Other  Fees:  Under  the  terms of the  Limited
     Partnership  Agreement,  incentive  management  fees  shall  be paid to the
     general  partner  for  services  incidental  to the  administration  of the
     business  and  affairs of the  Partnership,  reporting  fees to the limited
     partners  for  services  performed  in  monitoring  the  operations  of the
     Partnership,  services  in  connection  with the  Partnership's  accounting
     matters and assisting  with the  preparation  of tax returns.  No such fees
     were  paid  during  the  periods   ended   December   31,  2000  and  1999,
     respectively.

8.   CURRENT VULNERABILITY DUE TO CERTAIN CONCENTRATIONS

     The  Partnership's  sole  asset  is  a  137-unit  apartment  complex.   The
     Partnership's  operations are  concentrated in the multifamily  real estate
     market  In  addition,  the  Partnership  operates  in a  heavily  regulated
     environment.   The   operations   of  the   project   are  subject  to  the
     administrative  directives,  rules  and  regulations  of  local  regulatory
     agencies. Such administrative directives, rules and regulations are subject
     to change.  Such changes may occur with little notice or inadequate funding
     to pay for related costs,  including the additional  administrative burden,
     to comply with a change.
     ___________________________________________________________________________
                                       58
<PAGE>









                            SUPPLEMENTARY INFORMATION









                                       59
<PAGE>







                            BLESSED ROCK OF EL MONTE
                       (A California Limited Partnership)
--------------------------------------------------------------------------------
                        SUPPLEMENTAL SCHEDULE OF EXPENSES
                      FOR THE YEAR ENDED DECEMBER 31, 2000
--------------------------------------------------------------------------------


Site management payroll                                             $     41,751
Manager's rent-free apartment                                             11,976
Management fee                                                            34,583
Audit fee                                                                  8,050
Legal fees                                                                 1,670
Telephone and answering service                                            2,694
Office supplies                                                            2,003
Health insurance and other employee benefits                               2,174
Payroll taxes                                                              5,058
Workers' compensation                                                      5,198
Other administration                                                      11,069
                                                                    ------------
       Subtotal administrative expenses                             $    126,226

Electricity                                                               14,030
Water and sewer                                                           14,325
Fuel                                                                      10,350
Garbage and trash removal                                                  6,109
                                                                     -----------
       Subtotal utilities                                                 44,814

Maintenance and repairs payroll                                           11,320
Maintenance and repairs supply                                             3,206
Maintenance and repairs contract                                          11,455
Painting and decorating                                                    3,072
Grounds                                                                   13,957
Services                                                                   2,185
Furniture and furnishings replacement                                        718
                                                                     -----------
       Subtotal maintenance expenses                                      45,913

Property taxes                                                           176,749
Other taxes and licenses                                                   3,945
Property and liability insurance                                          12,626
                                                                     -----------
       Subtotal tax and insurance                                        193,320
  Interest                                                               218,977
Depreciation and amortization                                            239,295
                                                                     -----------
       Total expenses                                               $    868,545
                                                                    ============

                                       60

<PAGE>

______________________________________________________________________________






                            BLESSED ROCK OF EL MONTE
<TABLE>
<CAPTION>
                       (A California Limited Partnership)
------------------------------------------------------------------------------------------------------------------------------------
              SUPPLEMENTAL SCHEDULE OF CHANGES IN PARTNERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 1999 AND 2000
------------------------------------------------------------------------------------------------------------------------------------




                                        WNC Housing         WNC Housing
                                        Tax Credit          Tax Credit
                                        Fund V, L.P.        Fund V, L.P.        WNC                 Everland
                                         Series 3            Series 4         Housing L.P.          Inc.                  Total

<S>                                    <C>                 <C>                  <C>               <C>                <C>
Balance - December 31, 1998            $   2,391,245       $   2,391,245        $      (23)       $      48,302      $    4,830,769

Net Loss - 1999                              (39,687)            (39,687)               (8)                (802)            (80,184)
                                       --------------      --------------       ------------      ---------------     --------------
Balance - December 31, 1999                2,351,558           2,351,558                31)              47,500           4,750,585

Net Loss - 2000                              (79,072)            (79,072)              (16)              (1,598)           (159,758)
                                       --------------     ----------------      -------------     ---------------    ---------------
Balance - December 31, 2000            $   2,272,486       $   2,272,486        $      (47)       $      45,902      $    4,590,827
                                        =============      ===============      =============     ===============    ===============
Profit and loss percentage at
       December 31, 2000                      49.495%             49.495%            0.010%               1.000%            100.000%
                                        =============      ================      =============    ===============     ==============



____________________________________________________________________________________________________________________________________
</TABLE>
                                       61