_

                                   FORM 10-K/A

                       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, 2003

                                       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: 0-21895


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

                    California                                    33-6163848
                  (State or other jurisdiction of               (I.R.S. Employer
                incorporation or organization)               Identification No.)


                              17782 Sky Park Circle
                              Irvine, CA 92614-6404
                                 (714) 662-5565

           Securities registered pursuant to Section12(b) of the Act:

                                      NONE

           Securities registered pursuant to section12(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|

Indicate by check mark whether the registrant is an accelerated filer.
Yes               No      X
    -----------      ---------------


<PAGE>

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

                                  INAPPLICABLE

                       DOCUMENTS INCORPORATED BY REFERENCE

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

                                      NONE

                                EXPLANATORY NOTE

WNC Housing Tax Credit Fund V, L.P.,  Series 3 is filing this  amendment  to its
Annual  Report on Form 10-K for the period  ended  March 31, 2003 to restate its
financial  statements as of March 31, 2003 and for the year then ended (included
in Item 8 of the Form 10-K). As discussed below, the Partnership has invested in
Local  Limited  Partnerships.  The  Partnership  was  unable to  obtain  audited
financial  statements for one of the Local Limited  Partnerships at the original
filing  date of the  Form  10-K,  October  20,  2003.  Those  audited  financial
statements  have been  obtained,  and the  restatement  reflects  the changes in
amounts and interest in results of operations from that previously  estimated by
the  Partnership.  Additionally,  as a result of management's  assessment of the
collectability  of its receivable  due from Patten Towers,  L.P. II for advances
made to the Local Limited  Partnership during the year ended March 31, 2003, the
Partnership  wrote off to bad debt expense the carrying  value of the receivable
as of March 31, 2003.





                                       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"  or  "WNC").  The  chairman  and  the  president  own
substantially  all of the outstanding  stock of Associates.  The business of the
Partnership  is  conducted   primarily   through  the  General  Partner  as  the
Partnership has no employees of its own.

Pursuant to a  registration  statement  filed with the  Securities  and Exchange
Commission  on July 26, 1995,  the  Partnership  commenced a public  offering of
25,000 Units of Limited Partnership  Interest ("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, dated December 31, 1995 (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, 2003, the  Partnership  had invested in seventeen  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.

Certain Risks and Uncertainties

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

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

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


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

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

                                       4
<PAGE>


Exit Strategy

The IRS  compliance  period for  low-income  housing  tax credit  properties  is
generally  15 years from  occupancy  following  construction  or  rehabilitation
completion.  WNC was one of the first in the industry to offer investments using
the tax credit.  Now these very first programs are completing  their  compliance
period.

With that in mind, we are continuing our review of the  Partnership's  holdings,
with  special  emphasis  on the more  mature  properties  such as any that  have
satisfied the IRS compliance requirements. Our review will consider many factors
including  extended  use  requirements  on the  property  (such as those  due to
mortgage  restrictions  or state  compliance  agreements),  the condition of the
property,  and  the tax  consequences  to the  investors  from  the  sale of the
property.

Upon identifying  those  properties with the highest  potential for a successful
sale, refinancing or syndication, we expect to proceed with efforts to liquidate
those  properties.  Our objective is to maximize the investors'  return wherever
possible and,  ultimately,  to wind down those funds that no longer  provide tax
benefits  to  investors.  To date no  properties  in the  Partnership  have been
selected.

Local Limited Partnership Matters

The Partnership, as a limited partner or limited liability company member in the
Local Limited Partnerships, may be unable to affect the selection or monitor the
progress  of the  auditors  of a  Local  Limited  Partnership.  The  partnership
agreement or  operating  agreement of each Local  Limited  Partnership  includes
disincentives for the failure of the Local Limited Partnership to timely deliver
audited  financial  statements  to the  Partnership.  However,  there  can be no
absolute  assurance that the  Partnership  will be able to timely obtain audited
financial  statements from each Local Limited  Partnership.  In such a case, the
Partnership  might estimate its interest in the results of the operations of the
Local Limited Partnership. For the Partnership fiscal year ended March 31, 2003,
the  Partnership was unable to obtain audited  financial  statements from one of
its Local Limited Partnerships, Cascade Pines, L.P., II ("Cascade Pines"), as of
and for the Cascade Pines fiscal year ended December 31, 2002. Subsequent to the
filing date of the  Partnership's  original Form 10-K for the period ended March
31, 2003, the Partnership  obtained the audited financial  statements of Cascade
Pines. Additionally,  the Partnership has made a determination that a receivable
from  another  Local  Limited  Partnership,  Patten  Towers,  L.P.  II  ("Patten
Towers"),  was uncollectible as of March 31, 2003. As a result,  the Partnership
has  restated  its  financial  statements  for the year ended  March 31, 2003 to
reflect the differences in the Partnership's  estimated  interest in the results
of the operations in Cascade Pines,  and the  Partnership's  actual  interest in
Cascade Pines based on the audited financial statements of Cascade Pines for the
Cascade  Pines  fiscal  year  ended  December  31,  2002,  and to write  off the
receivable due from Patten Towers.

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 seventeen  Housing  Complexes as of the dates and for
the periods indicated:


                                       5
<PAGE>
<TABLE>
<CAPTION>


                                                          --------------------------------  ----------------------------------------
                                                             As of March 31, 2003                    As of December 31, 2002
                                                          --------------------------------  ----------------------------------------
                                                          Partnership's                                        Original
                                                          Total Original                                    Estimated   Encumbrances
                                                          Investment in    Amount of                           Low Income   of Local
                                                          Local Limited    Investment     Number                Housing      Limited
 Partnership Name      Location   General Partner Name    Partnerships     Paid to Date  of Units  Occupancy  Credits   Partnerships
---------------------------------------------------------------------------------------  -------------------------------------------
                                                                                                                          (Restated)
<S>                    <C>             <C>               <C>           <C>               <C>        <C>     <C>           <C>
Alliance               Alliance,       Retro
Apartments             Nebraska        Development,
I Limited                              Inc.
Partnership                                               $ 604,000    $ 604,000          19         95%    $ 363,000     $  591,000

Blessed Rock           El Monte,       Everland,
of ElMonte             California      Inc.               2,511,000    2,511,000         137        100%    8,899,000      3,686,000

Broadway               Hobbs,          Trianon -
Apartments,            New             Broadway,
Partnership            Mexico          LLC, a New
                                       Mexico
                                       Limited
                                       Liability
                                       Company            2,029,000    2,029,000          78         71%    2,335,000      1,358,000

Cascade Pines,         Atlanta,        Urban
L.P. II                Georgia         Residential
                                       Management,
                                       Inc., a
                                       Georgia
                                       Corporation        1,347,000    1,347,000         376         82%    2,533,000      7,695,000

Curtis                 Curtis,         Joseph A.
Associates I,          Nebraska        Shepard and
L.P.                                   Kenneth M.
                                       Vitor                 88,000       88,000          12        100%      156,000        421,000

Escatawpa              Escatawpa,      Clifford E.
Village                Mississippi     Olsen
Associates,
Limited
Partnership                                                 249,000      249,000          32        100%      458,000        887,000

Hastings               Hastings,       Retro
Apartments             Nebraska        Development,
I, Limited                             Inc. of
Partnership                            Oklahoma
                                       and Most
                                       Worshipful
                                       Prince Hall
                                       Grand Lodge          542,000      542,000          18         83%    1,005,000        584,000

Heritage               Berkeley,       Joseph A.
Apartments             Missouri        Shepard and
I, L.P.                                Kenneth M.
                                       Vitor                752,000      752,000          30         90%    1,333,000        635,000

Hillcrest              Ontario,        Riley J.
Associates,            Oregon          Hill
A Limited
Partnership                                                 354,000      354,000          28         93%      683,000      1,287,000

Patten Towers,         Chattanooga,    Patten Towers
L.P. II                Tennessee       Partners, LLC      2,154,000    2,154,000         221         94%    3,938,000      6,025,000

Prairieland            Syracuse,       Kenneth M.
Properties of          Kansas          Vitor
Syracuse
II, L.P.                                                     85,000       85,000           8         88%      152,000        330,000

</TABLE>

                                       6
<PAGE>
<TABLE>
<CAPTION>



                                                          -----------------------------  -------------------------------------------
                                                             As of March 31, 2003                    As of December 31, 2002
                                                          -----------------------------  -------------------------------------------
                                                          Partnership's                                        Original
                                                          Total Original                                    Estimated   Encumbrances
                                                          Investment in    Amount of                           Low Income   of Local
                                                          Local Limited    Investment     Number                Housing      Limited
 Partnership Name      Location   General Partner Name    Partnerships     Paid to Date  of Units  Occupancy  Credits   Partnerships
---------------------------------------------------------------------------------------  -------------------------------------------
                                                                                                                          (Restated)
<S>                    <C>             <C>              <C>         <C>                 <C>         <C>  <C>            <C>
Raymond                Greensboro,     Project
S. King                North           Homestead,
Apartments             Carolina        Inc.
Limited
Partnership                                                 437,000      437,000          23         91%      883,000        782,000

Rosedale               Silver          Deke Noftsker
Limited                City,           and ABO
Partnership            New Mexico      Corporation          309,000      309,000          32         94%      547,000      1,310,000

Shepherd               Shepherd,       Donald W.
South                  Texas           Sowell
Apartments
I, Ltd.                                                     121,000      121,000          24         96%      223,000        562,000

Solomon                Solomon,        Joseph A.
Associates I,          Kansas          Shepard and
L.P.                                   Kenneth
                                       M. Vitor             138,000      138,000          16         81%      250,000        564,000

Talladega              Talladega,      Apartment
County                 Alabama         Developers,
Housing                                Inc. and
Ltd.                                   Thomas H.
                                       Cooksey              653,000      653,000          30         93%    1,200,000        786,000

The                    Morganton,      John C. Loving,
Willows                North           Gordon D.
Apartments             Carolina        Brown, Jr. and
Limited                                Western N.C.
Partnership                            Housing
                                       Partnership          841,000      841,000          36        100%    1,545,000      1,080,000
                                                        ------------ -----------       -----        ---- ------------   ------------

                                                        $13,214,000 $ 13,214,000       1,120         91% $ 26,503,000   $ 28,583,000
                                                        ============ ===========       =====        ==== ============   ============
</TABLE>
                                       7
<PAGE>


<TABLE>
<CAPTION>

                                     -------------------------------------------------------------------------------
                                                          For the year ended December 31, 2002
                                     -------------------------------------------------------------------------------
                                                                                             Low Income Housing
                                                                                            Credits Allocated to
          Partnership Name              Rental Income       Net (Loss) Income                  Partnership
--------------------------------------------------------------------------------------------------------------------
                                         (Restated)             (Restated)
<S>                                            <C>                    <C>                          <C>
Alliance Apartments I Limited
Partnership                                    $  72,000              $ (37,000)                     99%

Blessed Rock of El Monte                         796,000                (49,000)                   49.49%

Broadway Apartments, Limited
Partnership                                      218,000               (207,000)                     99%

Cascade Pines, L.P. II                         1,649,000             (1,039,000)                     98%

Curtis Associates I, L.P.                         46,000                (11,000)                     99%

Escatawpa Village Associates,
Limited Partnership                              137,000                (34,000)                     99%

Hastings Apartments I, Limited
Partnership                                       70,000                (38,000)                     99%

Heritage Apartments I, L.P.                      122,000                (38,000)                    98.9%

Hillcrest Associates, A Limited
Partnership                                      187,000                (17,000)                     99%

Patten Towers, L.P. II                         1,190,000               (760,000)                     99%

Prairieland Properties of Syracuse
II, L.P.                                          36,000                 (9,000)                     99%

Raymond S. King Apartments Limited
Partnership                                       73,000               (123,000)                     99%

Rosedale Limited Partnership                     134,000                (37,000)                     99%

Shepherd South Apartments I, Ltd.                103,000                  9,000                      99%

Solomon Associates I, L.P.                        55,000                (20,000)                     99%

Talladega County Housing Ltd.                     95,000                (47,000)                     99%

The Willows Apartments Limited
Partnership                                      126,000                (37,000)                     99%
                                            ------------           -------------
                                            $  5,109,000           $   2,494,000
                                            ============           =============
</TABLE>



                                       8
<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
invested in by several  syndicated  partnerships  sponsored by  Associates.  The
Partnership had acquired a 99% limited partnership  interest in each of three of
those Local Limited Partnerships:  Alliance Apartments I, Evergreen Apartments I
and  Hastings  Apartments  I. The  local  general  partner  ceased  funding  the
operating  deficits for each,  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  six  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  gained  definitive  control  of all  six of the  Local  Limited
Partnerships.  Associates  re-negotiated the loans on Alliance and Hastings with
the lender.  Alliance and Hastings  maintain  good  occupancy  and positive debt
coverage ratio.  Evergreen was sold to a non-affiliated  third party. A bond was
posted to  preserve  the Low  Income  Housing  Credits  previously  taken by the
Partnership.

Also  the  six  Local   Limited   Partnerships   (hereinafter   referred  to  as
"Defendants")  were defendants in a lawsuit filed by eight other partnerships in
which the local  general  partner of the Local  Limited  Partnerships  is or was
involved  (the  "Plaintiffs").  The  Plaintiffs  alleged that the local  general
partner accepted funds from the Plaintiffs and improperly  loaned these funds to
the Defendants.  In July 2001, this lawsuit was settled for an aggregate  amount
of $35,000,  of which $17,500 was due from the three Local Limited  Partnerships
invested in by the Partnership.

The Partnership has a 99% limited partnership  investment in Cascade Pines, L.P.
II ("Cascade").  Cascade was a defendant in a wrongful death lawsuit and related
injury  lawsuits.  The wrongful death claim has been  compromised,  released and
dismissed.  Liability  insurance  covered the settlement.  In all related injury
lawsuits,  the claims have been  settled and been paid by the  insurers for both
the general liability and extended liability policies.

The Partnership has a 99% limited partnership investment in Heritage Apartments,
L.P.  ("Heritage").  Heritage is a defendant in several  wrongful death lawsuits
and related injury  lawsuits.  Heritage  carries general  liability and extended
liability insurance.  Discovery for these lawsuits is ongoing, and management of
Heritage 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
Heritage be  unsuccessful in its defense and/or should the insurer deny coverage
or the  insurance  coverage  prove  to be  inadequate,  the  Partnership  may be
required  to sell  its  investment  or may  otherwise  lose  its  investment  in
Heritage.  Loss of the Heritage  investment would result in the cessation of Low
Income  Housing  Credits  and tax losses,  the  recapture  of certain  prior tax
losses,  and, perhaps,  the recapture of prior Low Income Housing Credits,  from
Heritage.

The Partnership has a 99% limited partnership interest in Patten Towers, L.P. II
("Patten  Towers").  The local general  partner was replaced after Patten Towers
failed to make payment on its  multifamily  housing  revenue bonds.  WNC and the
successor local general partner have been working with the bond trustee and bond
holder to resolve  the  issues and  concerns  related to the  nonpayment  of the
bonds,  but cannot assess the outcome of the discussions or its impact,  if any,
on the Partnership and Limited Partners.


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

NONE.





                                       9
<PAGE>





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, 2003, there were 853 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, 2003.

Item 5b.

NOT APPLICABLE

Item 6.  Selected Financial Data

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

                                                                March 31                                     December 31
                                 ------------------------------------------------------------------------   --------------
                                    2003          2002          2001           2000             1999            1998
                                 -----------   -----------   ------------   ------------    -------------   --------------
                                 (Restated)
<S>                            <C>           <C>           <C>            <C>             <C>             <C>
ASSETS
Cash and cash equivalents      $     18,348  $     78,098  $      20,126  $     365,942   $      911,080  $       950,372
Investments in limited
  partnerships, net               6,780,198     8,970,406     10,245,015     10,968,078       12,250,789       12,559,525

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

                               $  6,798,546  $  9,048,504  $  10,265,141  $  11,334,020   $   13,161,869  $    13,509,897
                                 ===========   ===========   ============   ============    =============   ==============
LIABILITIES
Payables to limited
  partnerships                 $          -  $          -  $           -  $      72,938   $       95,030  $        95,030
Accrued expenses                      4,000         6,067         82,699        149,735                -                -
Accrued fees and expenses
  due to general partner and
  affiliates                        273,603        87,990         39,531         26,540           28,677           62,496



PARTNERS' EQUITY                  6,520,943     8,954,447     10,142,911     11,084,807       13,038,162       13,352,371
                                 -----------   -----------   ------------   ------------    -------------   --------------

                               $  6,798,546  $  9,048,504  $  10,265,141  $  11,334,020   $   13,161,869  $    13,509,897
                                 ===========   ===========   ============   ============    =============   ==============
</TABLE>







                                       10
<PAGE>






Selected results of operations, cash flows, and other information for the
Partnership is as follows:
<TABLE>
<CAPTION>

                                                                                                                    For the
                                                For the Years Ended                      For the Three Months      Year Ended
                                                      March 31                              Ended March 31         December 31
                                -----------------------------------------------------   ------------------------   -------------
                                  2003          2002          2001           2000         1999          1998           1998
                                ----------    ----------    ----------    -----------   ---------    -----------   -------------
                                (Restated)                                                           (Unaudited)

<S>                <C>        <C>           <C>           <C>           <C>            <C>         <C>            <C>
 Income (loss) from
  operations (Note 1)         $   (287,262) $   (132,420) $   (285,185) $  (1,099,531) $  (20,391) $     (10,209) $      (52,065)
Equity in losses of
   limited partnerships         (2,146,242)   (1,225,735)     (656,711)      (853,824)   (293,818)      (170,900)     (1,175,333)
Gain on sale of investment
   in limited partnership
   interest                              -       169,691             -              -           -              -               -
                               ------------   -----------  ------------   ------------   ---------    -----------   -----=-------
Net loss                      $ (2,433,504) $ (1,188,464) $   (941,896) $  (1,953,355) $ (314,209) $    (181,109) $    (1,227,398)
                               ============  ============  ============   ============   =========    ===========   =============

Net loss allocated to:
   General partner            $    (24,335) $    (11,885) $     (9,419) $     (19,534) $   (3,142) $      (1,811) $       (12,274)
                               ============  ============  ============   ============   =========    ===========   ==============

   Limited partners           $ (2,409,169) $ (1,176,579) $   (932,477) $  (1,933,821) $ (311,067) $    (179,298) $    (1,215,124)
                               ============  ============  ============   ============   =========    ===========   ==============

Net loss per limited
   partner unit               $    (133.84) $     (65.37) $     (51.80) $     (107.43) $   (17.28) $       (9.96) $        (67.51)
                               ============  ============  ============   ============   =========    ===========   ==============

Outstanding weighted
   limited partner units            18,000        18,000        18,000         18,000      18,000         18,000          18,000
                               ===========   ===========   ===========    ===========   ==========    ===========   =============
</TABLE>

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>
<CAPTION>
                                                                                                                 For the
                                             For the Years Ended                     For the Three Months      Years Ended
                                                  March 31                              Ended March 31         December 31
                              --------------------------------------------------    -----------------------    ------------

                                2003          2002         2001          2000         1999         1998           1998
                              ----------   -----------   ----------    ---------    ---------    ----------    ------------
                                                                                                 (Unaudited)

<S>                         <C>         <C>           <C>          <C>          <C>          <C>             <C>
Net cash provided by
  (used in):

   Operating activities     $   (15,136)$    (122,013)$   (295,186)$    (59,825)$    (45,335)$      27,295   $      60,991

   Investing activities         (44,614)      179,985      (50,630)    (485,313)       6,043      (515,359)     (1,129,210)
                              ----------   -----------   ----------    ---------    ---------    ----------    ------------

Net change in cash and
   cash equivalents             (59,750)       57,972     (345,816)    (545,138)     (39,292)     (488,064)     (1,068,219)

Cash and cash
   equivalents, beginning
   of period                     78,098        20,126      365,942      911,080      950,372     2,018,591       2,018,591
                              ----------   -----------   ----------    ---------    ---------    ----------    ------------

Cash and cash
   equivalents, end of
   period                   $    18,348  $     78,098  $    20,126   $  365,942   $  911,080   $ 1,530,527   $     950,372
                              ==========   ===========   ==========    =========    =========    ==========    ============
</TABLE>




                                     11
<PAGE>


<TABLE>
<CAPTION>

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

                                                       2002          2001           2000          1999            1998
                                                    -----------   ------------   -----------   ------------    -----------

<S>                                               <C>           <C>            <C>           <C>             <C>
Federal                                           $        131  $         134  $        136  $         137   $        131
State                                                        -              -             -              -              -
                                                    -----------   ------------   -----------   ------------    -----------

Total                                             $        131  $         134  $        136  $         137   $        131
                                                    ===========   ============   ===========   ============    ===========
</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  Financial  Statements  and the  Notes  thereto  included
elsewhere in this filing.

Critical Accounting Policies and Certain Risks and Uncertainties

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

Use of Estimates

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

Method of Accounting For Investments in 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  Partnerships'  results of operations
and for  any  contributions  made or  distributions  received.  The  Partnership
reviews the  carrying  amount of an  individual  investment  in a Local  Limited
Partnership for possible  impairment whenever events or changes in circumstances
indicate that the carrying  amount of such  investment  may not be  recoverable.
Recoverability  of such  investment  is measured by a comparison of the carrying
amount to future  undiscounted  net cash flows  expected to be generated.  If an
investment  is  considered  to be impaired,  the  impairment to be recognized is
measured by the amount by which the carrying  amount of the  investment  exceeds
fair value.  The  accounting  policies  of the Local  Limited  Partnerships  are
generally  consistent  with  those of the  Partnership.  Costs  incurred  by the
Partnership


                                       12
<PAGE>

in acquiring the investments  are capitalized as part of the investment  account
and are being amortized over 30 years.

Equity in losses of the Local Limited  Partnerships for each year ended March 31
have been recorded by the Partnership  based on nine months of reported  results
provided by the Local Limited  Partnerships  for each year ended December 31 and
on three months of results  estimated by management of the  Partnership for each
three-month  period ended March 31.  Management's  estimate for the  three-month
period is based on either actual unaudited results reported by the Local Limited
Partnerships  or  historical  trends  in the  operations  of the  Local  Limited
Partnerships.  Equity in losses of the Local Limited Partnerships are 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 from the Local Limited Partnerships are accounted for as
a  reduction  of  the  investment  balance.  Distributions  received  after  the
investment has reached zero are recognized as income.

Income Taxes

No provision for income taxes has been  recorded in the financial  statements as
any  liability  for  income  taxes  is the  obligation  of the  partners  of the
Partnership.

Certain Risks and Uncertainties

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

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

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


                                       13
<PAGE>

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

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

To date, certain Local Limited Partnerships have incurred significant  operating
losses and have working capital  deficiencies.  In the event these Local Limited
Partnerships continue to incur significant operating losses,  additional capital
contributions  by the  Partnership  and/or  the  Local  General  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.

Uncertainty and Commitments with Respect to Investments in Alliance and Hastings

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

During the year ended March 31, 2000,  Alliance,  Evergreen  and  Hastings  were
experiencing  operational  difficulties and negative cash flows from operations,
and ceased paying their lenders.  Foreclosure procedures were commenced by these
three Local Limited Partnerships' lenders. Management performed an evaluation of
the  Partnership's  remaining  investment  balances in Alliance,  Evergreen  and
Hastings,  including any  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,  a $50,000  accrual for anticipated  legal costs,  and
$21,504 of estimated accounting and other related costs.

As a result of the foregoing,  the Partnership,  Alliance,  Hastings,  and a WNC
subsidiary  executed a work-out  agreement with their lender (the  "Agreement"),
which was effective  December 14, 2001. The balance of the  indebtedness due and
owing to the lender by Alliance was satisfied by the execution of two promissory
notes.  The first note totals  $116,000,  bears  interest  at 7% per annum,  and
requires  principal  and  interest  payments  totaling  $800 per  month  through
February  2011,  at which date the unpaid  principal  balance is due. The second
note totals  $328,000,  bears  interest at 1% per annum,  and has  payments  due
monthly  out of  available  cash flow,  as  defined,  with the unpaid  principal
balance due February 2011. The balance of the  indebtedness due and owing to the
lender by Hastings was also satisfied by the execution of two promissory  notes.
The first note totals  $165,000,  bears  interest at 7% per annum,  and requires
principal and interest  payments  totaling  $1,100 per month  through  September
2011,  at which  date the  unpaid  principal  is due.  The  second  note  totals
$261,000,  bears  interest at 1% per annum,  and has payments due monthly out of
available cash flow, as defined, with the unpaid principal balance due September
2011. The  Partnership  and a WNC  subsidiary  have executed a guarantee for the
payment of both notes of Alliance  and  Hastings.  In  addition,  several  other
commitments were made. Alliance and Hastings executed a grant deed to the lender
in the event that either entity  defaults  under the terms and provisions of the
notes.  The deeds are held in escrow,  and if Alliance  or Hastings  defaults on
either  note,  the lender may, at its option,  record the  respective  deed.  In
addition,  the Partnership has given the lender as additional  collateral all of
its  residual  value  interests,  as  defined,  in  all  of  the  Local  Limited
Partnerships.  The Partnership and the Local Limited Partnerships are prohibited
from  selling,  assigning,  transferring  or  further  encumbering  the  Housing
Complexes retained by each Local Limited Partnership.

As a result of the operating  difficulties mentioned above, there is uncertainty
as to additional  costs,  if any, that the  Partnership  may incur in connection
with its investment in Alliance and Hastings and as to whether the Partnership

                                       14
<PAGE>

will ultimately retain its interest in these Local Limited Partnerships.  In the
event the Partnership does not successfully  retain its interest in Alliance and
Hastings, the Partnership would be exposed to the cessation and recapture of the
related tax credits.  The Partnership's  financial statements do not include any
adjustments that might result from the outcome of these uncertainties.

On July 19, 2001,  Evergreen's  Housing Complex was sold for a gross sales price
of $1,300,000,  which after payment of its outstanding  loans and closing costs,
yielded net proceeds to the Partnership of approximately $170,000 in the form of
a return of advances. As the investment in Evergreen together with cash advances
had been  previously  impaired,  the entire proceeds were reflected as a gain on
sale of investments in Local Limited  Partnerships  of $169,691,  for the period
ended March 31, 2002.  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).

Uncertainty with Respect to Investments in Cascade, Patten Towers and Heritage

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 related
injury  lawsuits.  Cascade  carries  general  liability  and extended  liability
insurance.  The  wrongful  death  claim  has  been  compromised,   released  and
dismissed.  Liability  insurance  covered the settlement.  In the related injury
lawsuits,  the insurers for both the general  liability,  limited to $2 million,
and  extended  liability  insurance,  limited  to a further  $15  million,  have
acknowledged coverage for the potential loss, should the outcome be unfavorable.
Discovery for the related injury lawsuits is ongoing;  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 insurance  coverage proves to be inadequate,
Cascade's assets could be subject to an adverse  judgment.  This could result in
the loss of the Cascade  investment,  which could result in the recapture of tax
credits and certain prior tax  deductions.  The carrying value of its investment
in Cascade is $0 at March 31,  2003.  The  Partnership's  financial  statements,
presented  elsewhere herein, do not reflect any adjustments that may result from
any  unfavorable  outcome  that may occur upon the ultimate  resolution  of this
uncertainty.

One Local Limited  Partnership,  Patten Towers,  in which the Partnership owns a
99% interest, has a promissory note payable aggregating approximately $6,025,000
as of  December  31, 2002 which was funded with  proceeds  from the  issuance of
Multifamily Housing Revenue Bonds. Patten Towers failed to make timely principal
payments  of  approximately  $200,000  for the year ended  December  31, 2002 in
accordance with the note payable. Consequently, the Local Limited Partnership is
in default of its bond  covenants and the property could be foreclosed on by the
Bond Trustee to satisfy its obligations under the bonds.  These conditions raise
substantial doubt as to the Local Limited Partnership's ability to continue as a
going  concern.  Patten  Towers is  attempting  to  negotiate a refinance of the
bonds, but as of July 8, 2003 the past due principal payments owed have not been
paid and the bonds are fully payable under the event of a default. The lender is
working with Patten Towers to assist in improving  property  operations  and has
held off  pursuing  foreclosure  action  against the  property.  There can be no
assurances   that  Patten  Towers  will  be  successful  in  its   negotiations.
Accordingly, Patten Towers is subject to the risk of foreclosure and sale of the
property by the lender  which would result in the loss and  potential  cessation
and recapture of certain tax losses and the tax credits.  As a result,  there is
an  uncertainty  as to the  Partnership's  ability  to  ultimately  realize  the
carrying value of its investment in Patten Towers,  which approximated  $806,000
at March 31, 2003. The Partnership's  financial statements,  presented elsewhere
herein,  do not reflect  any  adjustments  that may result from any  unfavorable
outcome  that may occur upon the ultimate  resolution  of this  uncertainty.  At
March 31,  2003,  the  Partnership  had  advanced  $133,268 to Patten  Towers to
facilitate a workout plan. A promissory note was executed by the Partnership and
Patten Towers for the  aforementioned  advance  totaling  $132,473 plus interest
equal to 10% per annum, payable by Patten Towers on demand or by August 9, 2012.

The Partnership has a 99% limited partnership investment in Heritage Apartments,
L.P.  ("Heritage").  Heritage is a defendant in several  wrongful death lawsuits
and related injury  lawsuits.  Heritage  carries general  liability and extended
liability insurance. Discovery for these lawsuits is ongoing, but the management
of Heritage  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  Heritage be  unsuccessful in its defense and the insurer denies coverage
or the  insurance  coverage  proves to be  inadequate,  the  Partnership  may be
required  to sell  its  investment  or may  otherwise  lose  its  investment  in
Heritage,  which  approximated  $485,000 at March 31, 2003. Loss of the Heritage
investment could result in the

                                       15
<PAGE>

cessation and recapture of tax credits andcertain prior tax deductions.

Financial Condition

The  Partnership's  assets at March 31, 2003  consisted  primarily of $18,000 in
cash  and  aggregate  investments  in  the  17  Local  Limited  Partnerships  of
$6,780,000.  Liabilities  at March 31,  2003  primarily  consisted  of $4,000 of
accrued expenses and $274,000 due to general partner or affiliates for advances.

Results of Operations

Year  Ended  March  31,  2003   Compared  to  Year  Ended  March  31,  2002  The
Partnership's  net loss for the year  ended  March  31,  2003 was  $(2,434,000),
reflecting an increase of  $(1,246,000)  from the net loss  experienced  for the
year ended  March 31,  2002 of  $(1,188,000).  The  increase in net loss is due,
primarily to an increase in the equity in losses of limited  partnerships  which
increased by  $(921,000)  along with a decrease in income of $14,000 and gain on
sale of  investment  of $170,000 and an increase in bad debt  expense  resulting
from the write off of an advance made to a Local Limited  Partnership during the
year in the amount of $133,000 and other operating expenses of $8,000.

Year Ended March 31, 2002 Compared to Year Ended March 31, 2001 The Partnerships
net loss for the year  ended  March 31,  2002 was  $(1,188,000),  reflecting  an
increase of $(246,000)  from the net loss  experienced  for the year ended March
31,  2001 of  $(942,000).  The  increase  in net  loss is due,  primarily  to an
increase  in the equity in losses of limited  partnerships  which  increased  by
$(569,000)  offset by an increase in income of $171,000  and a decrease in other
operating expenses of $151,000.

Liquidity and Capital Resources

Year Ended March 31, 2003  Compared to Year Ended March 31, 2002 Net decrease in
cash for the year ended March 31, 2003 was $(60,000)  compared to a net increase
in cash for the year ended March 31, 2002 of $58,000.  The change of  $(118,000)
was due primarily to the change of $(225,000) in investing activities along with
change of  $107,000  in cash  provided by  operating  activities.  The change in
investing  activities  resulted primarily from the proceeds of $170,000 from the
sale of the Evergreen  investment in the prior year,  along with the increase in
cash  advances  to limited  partnerships  of  $133,000  offset by a increase  in
advances  from WNC  totaling  $83,000 and a decrease of $5,000 in  distributions
from  limited  partnership.  The  change  in  operating  activities  was  caused
primarily by the increase in other operating expenses of $142,000.

Year Ended March 31, 2002  Compared to Year Ended March 31, 2001 Net increase in
cash for the year ended March 31, 2001 was $58,000 compared to a net decrease in
cash for the year ended March 31, 2000 of $(346,000). The change of $404,000 was
due  primarily  to the change of $173,000  in  operating  activities  along with
change of  $231,000  in cash  provided by  investing  activities.  The change in
investing  activities  resulted primarily from the proceeds of $170,000 from the
sale of the  Evergreen  investment  along with the decrease in cash  advances to
limited partnerships of $73,000 offset by a decrease in capitalized  acquisition
cost  of  $10,000  and  decrease  of  $2,000  in   distributions   from  limited
partnership.  The change in  operating  activities  was caused  primarily by the
decrease in other operating expenses of $145,000.

During the year ended March 31, 2003 and 2002,  accrued payables,  which consist
primarily of related party management fees due to the General Partner, increased
by $186,000 and $48,000,  respectively.  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.

The  Partnership  does not expect its future cash flows,  together  with its net
available  assets at March 31,  2003,  to be  sufficient  to meet all  currently
foreseeable  future cash  requirements.  Accordingly,  WNC has agreed to provide
advances  sufficient to fund the operations and working capital  requirements of
the Partnership through February 28, 2005.

                                       16
<PAGE>


<TABLE>
<CAPTION>

Future Contractual Cash Obligations

The following table  summarizes our future  contractual  cash  obligations as of March 31, 2003:

                                   2004       2005        2006        2007       2008       Thereafter      Total

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

<S>                            <C>        <C>         <C>         <C>        <C>        <C>            <C>
Asset Management Fees          $  185,625 $    49,500 $    49,500 $   49,500 $   49,500 $  2,079,000   $   2,462,625
Capital Contributions
   Payable to Lower Tier
   Partnerships                         -           -           -          -          -            -               -
                                 ---------  ----------  ----------  ---------  ---------  -----------    ------------
Total contractual cash
   obligations                 $  185,625 $    49,500 $    49,500 $   49,500 $   49,500 $  2,079,000   $   2,462,625
                                 =========  ==========  ==========  =========  =========  ===========    ============
</TABLE>

(1)  Asset  Management  Fees  are  payable  annually  until  termination  of the
     Partnership, which is to occur no later than 2050. The estimate of the fees
     payable included herein assumes the retention of the Partnership's interest
     in all Housing Complexes until 2050. Amounts due to the General Partners as
     of March 31,  2003 have  been  included  in the 2004  column.  The  General
     Partner does not anticipate that these fees will be paid until such time as
     capital  reserves are in excess of the future  foreseeable  working capital
     requirements of the Partnership.

For  additional   information  on  our  Asset  Management  Fees  to  Lower  Tier
Partnerships, see Note 4 to the financial statements included elsewhere herein.

Exit Strategy

The IRS  compliance  period for  low-income  housing  tax credit  properties  is
generally  15 years from  occupancy  following  construction  or  rehabilitation
completion.  WNC was one of the first in the industry to offer investments using
the tax credit.  Now these very first programs are completing  their  compliance
period.

With that in mind, we are continuing our review of the  Partnership's  holdings,
with special  emphasis on the more mature  properties  including those that have
satisfied the IRS compliance requirements. Our review will consider many factors
including  extended  use  requirements  on the  property  (such as those  due to
mortgage  restrictions  or state  compliance  agreements),  the condition of the
property,  and  the tax  consequences  to the  investors  from  the  sale of the
property.

Upon identifying  those  properties with the highest  potential for a successful
sale, refinancing or syndication, we expect to proceed with efforts to liquidate
those  properties.  Our objective is to maximize the investors'  return wherever
possible and,  ultimately,  to wind down those funds that no longer  provide tax
benefits  to  investors.  To date no  properties  in the  Partnership  have been
selected.

Impact of New Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  ("SFAS")  No. 143,  "Accounting  for Asset
Retirement  Obligations",  which requires that the fair value of a liability for
an asset  retirement  obligation  be  recognized  in the  period  in which it is
incurred with the associated asset retirement costs being  capitalized as a part
of the  carrying  amount of the  long-lived  asset.  SFAS No. 143 also  includes
disclosure   requirements   that  provide  a  description  of  asset  retirement
obligations   and   reconciliation   of  changes  in  the  components  of  those
obligations.  The statement is effective for fiscal years  beginning  after June
15,  2002.  The  adoption of SFAS No. 143 did not have a material  effect on the
Partnerhip's financial position or results of operations.

In August  2001,  the FASB  issued  SFAS No.  144,  "Impairment  or  Disposal of
Long-Lived  Assets," which addresses  accounting and financial reporting for the
impairment or disposal of long-lived assets. This standard was effective for the
Partnership's financial statements beginning January 1, 2002. The implementation
of SFAS No. 144 did not have a material  impact on the  Partnership's  financial
position or results of operations.

                                       17
<PAGE>

In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB Statements No.
4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical  Corrections."
SFAS No. 145 rescinded three previously  issued  statements and amended SFAS No.
13, "Accounting for Leases." The statement provides reporting standards for debt
extinguishments   and   provides   accounting   standards   for  certain   lease
modifications that have economic effects similar to sale-leaseback transactions.
The statement is effective for certain lease  transactions  occurring  after May
15,  2002 and all other  provisions  of the  statement  shall be  effective  for
financial statements issued on or after May 15, 2002. The implementation of SFAS
No. 145 did not have a material impact on the Partnership's  financial  position
or results of operations.

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or  Disposal  Activities,"  which  updates  accounting  and  reporting
standards for personnel and operational restructurings.  The Partnership adopted
SFAS No. 146 for exit,  disposal  or other  restructuring  activities  initiated
after  December 31,  2002.  The adoption of SFAS No. 146 did not have a material
effect on the Partnership's financial position or results of operations.

In November 2002, the FASB issued Interpretation No. 45 ("FIN 45"), "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of Others."  The adoption of FIN 45 did not have a
material impact on the Partnership's finacial position or results of operations.

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation  - Transition  and Disclosure - an Amendment to SFAS No. 123." SFAS
No. 148 provides alternative methods of transition for a voluntary change to the
fair value based method on accounting for stock-based employee compensation. The
implementation  of  SFAS  No.  148  did  not  have  a  material  effect  on  the
Partnership's financial position or results of operations.

In January 2003, the FASB issued Interpretation No. 46 ("FIN46"), "Consolidation
of  Variable  Interest  Entities,"  FIN 46  provides  guidance on when a company
should include the assets,  liabilities,  and activities of a variable  interest
entity  ("VIE")  in  its  financial  statements  and  when  it  should  disclose
information  about its relationship  with a VIE. A VIE is a legal structure used
to conduct activities or hold assets, which must be consolidated by a company if
it is the primary  beneficiary  because it absorbs the  majority of the entity's
expected losses,  the majority of the expected returns,  or both. The provisions
of FIN 46 were  effective  February 1, 2003 for all  arrangements  entered  into
after  January 31, 2003.  FIN 46 is effective in the second  quarter of 2004 for
those  arrangements  entered  into prior to January 31, 2003.  We are  currently
reviewing whether we have  relationships with VIEs and, if so, whether we should
consolidate them and disclose  information about them as the primary beneficiary
or  disclose  information  about  them as an  interest  holder.  We may  have to
consolidate  some of our  equity  investments  in  partnerships  based on recent
interpretations from accounting professionals. We currently record the amount of
our investment in these partnerships as an asset on our balance sheet, recognize
our share of partnership income or losses in our income statement,  and disclose
how we account for material  types of these  investments  in our 2003  financial
statements.   However,  we  do  not  yet  know  the  extent  of  the  impact  of
consolidating  the assets and  liabilities of these  partnerships on our balance
sheet   because  of  the   complexities   of  applying   FIN  46,  the  evolving
interpretations  from  accounting   professionals,   and  the  nuances  of  each
individual partnership.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

NOT APPLICABLE

Item 8.  Financial Statements and Supplementary Data


                                       18
<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 sheet of WNC Housing Tax Credit Fund V,
L.P.,  Series 3 (a California  Limited  Partnership)  (the  "Partnership") as of
March 31, 2003 and the related  statements of  operations,  changes in partners'
equity  (deficit)  and cash  flows  for the year  then  ended.  These  financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audit.  A  significant  portion of the  financial  statements of the limited
partnerships in which the Partnership is a limited partner were audited by other
auditors  whose reports have been furnished to us. As discussed in Note 3 to the
financial  statements,  the Partnership  accounts for its investments in limited
partnerships   using  the  equity  method.  The  portion  of  the  Partnership's
investments in limited partnerships audited by other auditors represented 74.57%
of the total  assets of the  Partnership  at March 31,  2003,  and 29.59% of the
Partnership's  equity in losses of limited partnerships for the year ended March
31,  2003.  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.

The 2002 and 2001 financial statements were audited by other auditors, and their
report  thereon,  dated July 8, 2003,  stated that 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 had been furnished
to them.  There  opinion,  insofar as it relates to the amounts  included in the
financial  statements for the limited partnerships which were audited by others,
was based solely on the reports of the other auditors.

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

In our opinion 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, 2003 and the
results  of its  operations  and its cash  flows  for the year  then  ended,  in
conformity with accounting principles generally accepted in the United States of
America.

As further  discussed in Note 6 to the accompanying  financial  statements,  the
Partnership retains an interest in two partnerships, Heritage and Patten Towers.
The  carrying  value  of the  Partnership's  interest  in the  two  partnerships
aggregated  $1,291,000  at March 31,  2003.  Certain  issues  exist that  create
uncertainty  as to the ability of each  Partnership  to  ultimately  realize its
investment in such Local Limited Partnerships.

The  Partnership   currently  has  insufficient  working  capital  to  fund  its
operations. As discussed in Note 6 to the accompanying financial statements, WNC
has agreed to provide  advances  sufficient  enough to fund the  operations  and
working capital requirements of the Partnership through February 28, 2005.




/s/ Reznick Fedder & Silverman
Bethesda, Maryland

May 28, 2004


                                       19
<PAGE>


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

                                 BALANCE SHEETS
<TABLE>
<CAPTION>



                                                                                              March 31
                                                                                  ---------------------------------

                                                                                      2003              2002
                                                                                  --------------   ----------------
                                                                                     (Restated)
<S>                                                                             <C>             <C>
ASSETS

Cash and cash equivalents                                                       $        18,348 $           78,098
Investments in limited partnerships,  net (Notes 2, 3, 4, and 6)                      6,780,198          8,970,406

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

                                                                                $     6,798,546 $        9,048,504
                                                                                  ==============   ================
LIABILITIES AND PARTNERS' EQUITY
   (DEFICIT)

Liabilities:
   Accrued expenses                                                             $         4,000  $           6,067
   Accrued fees and advances due to General
     Partner and affiliates (Note 4)                                                    273,603             87,990
                                                                                  --------------   ----------------

     Total liabilities                                                                  277,603             94,057

Commitments and contingencies (Notes 2, 3 and 6)

Partners' equity (deficit):
   General partner                                                                     (110,282)           (85,947)
   Limited partners (25,000 units authorized,
     18,000 units issued and outstanding)                                             6,631,225          9,040,394
                                                                                  --------------   ----------------

     Total partners' equity                                                           6,520,943          8,954,447
                                                                                  --------------   ----------------

                                                                                $     6,798,546  $       9,048,504
                                                                                  ==============   ================


See report of independent certified public accountants and accompanying notes to financial statements.

</TABLE>

                                       20
<PAGE>


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

                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>



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

                                                                      2003            2002             2001
                                                                   ------------   -------------   ----------------
                                                                    (Restated)

<S>                                                              <C>            <C>            <C>
Interest income                                                  $         402  $        2,008 $            9,790
Reporting fees                                                          14,823          27,078             18,049
                                                                   ------------   -------------   ----------------

Total income                                                            15,225          29,086             27,839
                                                                   ------------   -------------   ----------------

Operating expenses:
   Amortization (Notes 3 and 4)                                         38,580          38,580             44,044
   Asset management fees (Note 4)                                       49,500          49,500             50,152
   Bad debt                                                            133,268               -                  -
   Legal, accounting and other                                          81,139          73,426            218,828
                                                                   ------------   -------------   ----------------

    Total operating expenses                                           302,487         161,506            313,024
                                                                   ------------   -------------   ----------------

Loss from operations                                                  (287,262)       (132,420)          (285,185)

Equity in losses of limited
    partnerships (Note 3)                                           (2,146,242)     (1,225,735)          (656,711)
Gain on sale of investment in limited
  partnership interest (Note 2)                                              -         169,691                  -
                                                                   ------------   -------------   ----------------

Net loss                                                         $  (2,433,504) $   (1,188,464) $        (941,896)
                                                                   ============   =============   ================

Net loss allocated to:
   General partner                                               $     (24,335) $      (11,885) $          (9,419)
                                                                   ============   =============   ================

   Limited partners                                              $  (2,409,169) $   (1,176,579) $        (932,477)
                                                                   ============   =============   ================

Net loss per limited partner unit                                $     (133.84) $       (65.37) $          (51.80)
                                                                   ============   =============   ================

Outstanding weighted limited
  partner units                                                         18,000          18,000             18,000
                                                                   ============   =============   ================


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

                                       21

<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, 2003, 2002 and 2001
<TABLE>
<CAPTION>



                                                               General            Limited              Total
                                                               Partner            Partners
                                                            ---------------    ---------------     ---------------
                                                              (Restated)         (Restated)          (Restated)

<S>                                 <C> <C>               <C>               <C>                  <C>
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

Net loss                                                           (11,885)        (1,176,579)         (1,188,464)
                                                            ---------------    ---------------     ---------------

Partners' equity (deficit) at March 31, 2002                       (85,947)         9,040,394           8,954,447

Net loss (Restated)                                                (24,335)        (2,409,169)         (2,433,504)
                                                            ---------------    ---------------     ---------------

Partners' equity (deficit) at March 31, 2003              $       (110,282) $       6,631,225    $      6,520,943
                                                            ===============    ===============     ===============


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

                                       22

<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
                                                                            March 31
                                                         ------------------------------------------------

                                                            2003             2002              2001
                                                         ------------     ------------     --------------
                                                         (Restated)

<S>                                                    <C>              <C>           <C>
Cash flows from operating activities:
   Net loss                                            $  (2,433,504)   $  (1,188,464)$         (941,896)
   Adjustments to reconcile net loss to
     net cash used in operating activities:
    Amortization                                              38,580           38,580             44,044
    Bad debt expense                                         133,268                -                  -
    Equity in losses of limited
      partnerships                                         2,146,242        1,225,735            656,711
    Gain on sale of investment in Limited
     Partnership                                                   -         (169,691)                 -
    Change in accrued fees and
      expenses due to General Partner
      and affiliates                                         102,345           48,459             12,991
    Change in accrued expenses                                (2,067)         (76,632)           (67,036)
                                                         ------------     ------------     --------------
Net cash used in operating activities                        (15,136)        (122,013)          (295,186)
                                                         ------------     ------------     --------------

Cash flows from investing activities:
   Investments in limited partnerships, net                        -                -            (72,938)
   Capitalized acquisition costs and fees                          -                -             10,452
   Distributions from limited
     partnerships                                              5,386           10,294             11,856
   Proceeds on sale of investment is Limited
    Partnership, net                                               -          169,691                  -
   Advances to Local Limited Partnership                    (133,268)               -                  -
   Advances from WNC                                          83,268                -                  -
                                                         ------------     ------------     --------------

Net cash provided by (used in)
  investing activities                                       (44,614)         179,985            (50,630)
                                                         ------------     ------------     --------------

Net increase (decrease) in cash and cash
   equivalents                                               (59,750)          57,972           (345,816)

Cash and cash equivalents, beginning of year                  78,098           20,126            365,942
                                                         ------------     ------------     --------------

Cash and cash equivalents, end of year                 $      18,348    $      78,098    $        20,126
                                                         ============     ============     ==============

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>


                                       23
<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, 2003, 2002 and 2001




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").  The  chairman  and
president own substantially all of the outstanding stock of WNC. The business of
the  Partnership is conducted  primarily  through WNC, as the Partnership has no
employees of its own.

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

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

The  partnership  agreement  authorized the sale of up to 25,000 units 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.


                                       24
<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, 2003, 2002 and 2001



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
--------------------------------------------------------------

Risks and Uncertainties
-----------------------

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

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

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

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

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

                                       25
<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, 2003, 2002 and 2001

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
--------------------------------------------------------------

Exit Strategy
-------------

The IRS  compliance  period for  low-income  housing  tax credit  properties  is
generally  15 years from  occupancy  following  construction  or  rehabilitation
completion.  WNC was one of the first in the industry to offer investments using
the tax credit.  Now these very first programs are completing  their  compliance
period.

With that in mind,  the  Partnership  is continuing to review the  Partnership's
holdings,  with special emphasis on the more mature  properties  including those
that have satisfied the IRS compliance  requirements.  The Partnership's  review
will consider many factors  including  extended use requirements on the property
(such as those due to mortgage restrictions or state compliance agreements), the
condition of the property,  and the tax  consequences  to the investors from the
sale of the property.

Upon identifying  those  properties with the highest  potential for a successful
sale,  refinancing  or  syndication,  the  Partnership  expects to proceed  with
efforts  to  liquidate  those  properties.  The  Partnership's  objective  is to
maximize the investors' return wherever possible and,  ultimately,  to wind down
those  funds  that no longer  provide  tax  benefits  to  investors.  To date no
properties in the Partnership have been selected.

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  contributions  made and  distributions  received.  The  Partnership
reviews the  carrying  amount of an  individual  investment  in a Local  Limited
Partnership for possible  impairment whenever events or changes in circumstances
indicate that the carrying  amount of such  investment  may not be  recoverable.
Recoverability  of such  investment  is measured by a comparison of the carrying
amount to future  undiscounted  net cash flows  expected to be generated.  If an
investment  is  considered  to be impaired,  the  impairment to be recognized is
measured by the amount by which the carrying  amount of the  investment  exceeds
fair value.  The  accounting  policies  of the Local  Limited  Partnerships  are
generally  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 Notes 3 and 4).

Losses from Local Limited  Partnerships for the years ended March 31, 2003, 2002
and 2001 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.  Management's  estimate for
the three-month  period is based on either actual unaudited  results reported by
the Local Limited  Partnerships  or historical  trends in the  operations of the
Local Limited Partnerships. Losses from the Local Limited Partnerships allocated
to the  Partnership  will not be  recognized  to the extent that the  investment
balance would be adjusted below zero. As soon as the investment  balance reaches
zero,  amortization  of the  related  costs  of  acquiring  the  investment  are
accelerated to the extent of losses available.




                                       26
<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, 2003, 2002 and 2001


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

Cash and Cash Equivalents
-------------------------

The Partnership considers highly liquid investments with remaining maturities of
three months or less when purchased to be cash equivalents. As of March 31, 2003
and 2002, 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
------------------------------

The  Statement of Financial  Accounting  Standards  ("SFAS") No. 130,  Reporting
Comprehensive  Income  established  standards  for the  reporting and display of
comprehensive  income (loss) and its components in a full set of general-purpose
financial statements. The Partnership had no items of other comprehensive income
during the years ended  March 31,  2003,  2002 and 2001,  as defined by SFAS No.
130.

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.

New Accounting Pronouncements
-----------------------------

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  ("SFAS")  No. 143,  "Accounting  for Asset
Retirement  Obligations",  which requires that the fair value of a liability for
an asset  retirement  obligation  be  recognized  in the  period  in which it is
incurred with the associated asset retirement costs being  capitalized as a part
of the  carrying  amount of the  long-lived  asset.  SFAS No. 143 also  includes
disclosure   requirements   that  provide  a  description  of  asset  retirement
obligations  and  reconciliation  of

                                       27
<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, 2003, 2002 and 2001

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
--------------------------------------------------------------

changes in the components of those  obligations.  The statement is effective for
fiscal years beginning after June 15, 2002. The adoption of SFAS No. 143 did not
have a material  effect on the  Partnerhip's  financial  position  or results of
operations.

In August  2001,  the FASB  issued  SFAS No.  144,  "Impairment  or  Disposal of
Long-Lived  Assets," which addresses  accounting and financial reporting for the
impairment or disposal of long-lived assets. This standard was effective for the
Partnership's financial statements beginning January 1, 2002. The implementation
of SFAS No. 144 did not have a material  impact on the  Partnership's  financial
position or results of operations.

In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB Statements No.
4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical  Corrections."
SFAS No. 145 rescinded three previously  issued  statements and amended SFAS No.
13, "Accounting for Leases." The statement provides reporting standards for debt
extinguishments   and   provides   accounting   standards   for  certain   lease
modifications that have economic effects similar to sale-leaseback transactions.
The statement is effective for certain lease  transactions  occurring  after May
15,  2002 and all other  provisions  of the  statement  shall be  effective  for
financial statements issued on or after May 15, 2002. The implementation of SFAS
No. 145 did not have a material impact on the Partnership's  financial  position
or results of operations.

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or  Disposal  Activities,"  which  updates  accounting  and  reporting
standards for personnel and operational restructurings.  The Partnership adopted
SFAS No. 146 for exit,  disposal  or other  restructuring  activities  initiated
after  December 31,  2002.  The adoption of SFAS No. 146 did not have a material
effect on the Partnership's financial position or results of operations.

In November 2002, the FASB issued Interpretation No. 45 ("FIN 45"), "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of Others."  The adoption of FIN 45 did not have a
material impact on the Partnership's finacial position or results of operations.

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation  - Transition  and Disclosure - an Amendment to SFAS No. 123." SFAS
No. 148 provides alternative methods of transition for a voluntary change to the
fair value based method on accounting for stock-based employee compensation. The
implementation  of  SFAS  No.  148  did  not  have  a  material  effect  on  the
Partnership's financial position or results of operations.

In January 2003, the FASB issued Interpretation No. 46 ("FIN46"), "Consolidation
of  Variable  Interest  Entities,"  FIN 46  provides  guidance on when a company
should include the assets,  liabilities,  and activities of a variable  interest
entity  ("VIE")  in  its  financial  statements  and  when  it  should  disclose
information  about its relationship  with a VIE. A VIE is a legal structure used
to conduct activities or hold assets, which must be consolidated by a company if
it is the primary  beneficiary  because it absorbs the  majority of the entity's
expected losses,  the majority of the expected returns,  or both. The provisions
of FIN 46 were  effective  February 1, 2003 for all  arrangements  entered  into
after  January 31, 2003.  FIN 46 is effective in the second  quarter of 2004 for
those  arrangements  entered  into prior to January 31, 2003.  We are  currently
reviewing whether we have  relationships with VIEs and, if so, whether we should
consolidate them and disclose  information about them as the primary beneficiary
or  disclose  information  about  them as an  interest  holder.  We may  have to
consolidate  some of our  equity  investments  in  partnerships  based on recent
interpretations from accounting professionals. We currently record the amount of
our investment in these partnerships as an asset on our balance sheet, recognize
our share of partnership income or losses in our income statement,  and disclose
how we account for material  types of these  investments  in our 2003  financial
statements.

                                       28
<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, 2003, 2002 and 2001

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
--------------------------------------------------------------

However, we do not yet know the extent of the impact of consolidating the assets
and  liabilities  of these  partnerships  on our  balance  sheet  because of the
complexities  of applying FIN 46, the evolving  interpretations  from accounting
professionals, and the nuances of each individual partnership.

NOTE 2 - UNCERTAINTY AND COMMITMENTS WITH RESPECT TO INVESTMENTS IN ALLIANCE 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")  and  Hastings  Apartments  I,  Limited
Partnership   ("Hastings"),   and  previously  had  a  99%  limited  partnership
investment in Evergreen Apartments I, Limited Partnership ("Evergreen").

During the year ended March 31, 2000,  Alliance,  Evergreen  and  Hastings  were
experiencing  operational  difficulties and negative cash flows from operations,
and ceased paying their lenders.  Foreclosure procedures were commenced by these
two Local Limited Partnerships'  lenders.  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, a $50,000 accrual
for  anticipated  legal  costs,  and $21,504 of estimated  accounting  and other
related costs.

Due to the operational  difficulties and negative cash flows in 2000, the lender
of these two Local Limited Partnerships commenced foreclosure  procedures.  As a
result, the Partnership,  Alliance,  Hastings,  and a WNC subsidiary  executed a
workout  agreement  with their  lender (the  "Agreement"),  which was  effective
December 14, 2001. The balance of the  indebtedness  due and owing to the lender
by Alliance was satisfied by the execution of two  promissory  notes.  The first
note totals $116,000, bears interest at 7% per annum, and requires principal and
interest  payments  totaling $800 per month through February 2011, at which date
the unpaid  principal  balance is due.  The second note totals  $328,000,  bears
interest at 1% per annum,  and has payments  due monthly out of  available  cash
flow,  as defined,  with the unpaid  principal  balance due February  2011.  The
balance of the  indebtedness  due and owing to the lender by  Hastings  was also
satisfied  by the  execution  of two  promissory  notes.  The first note  totals
$165,000,  bears interest at 7% per annum,  and requires  principal and interest
payments  totaling  $1,100 per month through  September  2011, at which date the
unpaid principal is due. The second note totals  $261,000,  bears interest at 1%
per annum,  and has payments due monthly out of available cash flow, as defined,
with the unpaid principal  balance due September 2011. The Partnership and a WNC
subsidiary  have  executed a guarantee for the payment of both notes of Alliance
and Hastings.  In addition,  several other  commitments were made.  Alliance and
Hastings  executed a grant deed to the  lender in the event that  either  entity
defaults  under the terms and  provisions  of the  notes.  The deeds are held in
escrow,  and if Alliance or Hastings defaults on either note, the lender may, at
its option,  record the  respective  deed.  In  addition,  the  Partnership  has
assigned the lender as additional  collateral its residual value  interests,  as
defined, in all of the Local Limited Partnerships. The Partnership and the Local
Limited  Partnerships  are prohibited from selling,  assigning,  transferring or
further  encumbering  the  Housing  Complexes  retained  by each  Local  Limited
Partnership.

As a result of the operating  difficulties mentioned above, there is uncertainty
as to additional  costs,  if any, that the  Partnership  may incur in connection
with its  investment in Alliance and Hastings and as to whether the  Partnership
will ultimately retain its interest in these Local Limited Partnerships.  In the
event the Partnership does not successfully  retain its interest in Alliance and
Hastings, the Partnership would be exposed to the cessation and recapture of the
related tax credits.  The Partnership's  financial statements do not include any
adjustments that might result from the outcome of these uncertainties.

On July 19, 2001,  Evergreen's  Housing Complex was sold for a gross sales price
of $1,300,000,  which after payment of its outstanding  loans and closing costs,
yielded net proceeds to the Partnership of approximately

                                       29
<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, 2003, 2002 and 2001


NOTE 2 - UNCERTAINTYAND  COMMITMENTS WITH RESPECT TO INVESTMENTS IN ALLIANCE AND
--------------------------------------------------------------------------------
HASTINGS, continued
-------------------

$170,000 in the form of a return of  advances.  As the  investment  in Evergreen
together with cash advances had been  previously  impaired,  the entire proceeds
were  reflected  as a gain on sale of  investments  in Limited  Partnerships  of
$169,691,  for the year ended March 31, 2002.  Due to the sale of the  property,
approximately  $428,000 (unaudited) of tax credits is 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.

NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS
--------------------------------------------

As of March 31, 2003, the Partnership has acquired limited partnership interests
in 17 Local  Limited  Partnerships,  each of  which  owns  one  Housing  Complex
consisting  of an aggregate  of 1,120  apartment  units.  The  respective  Local
General  Partners  of the  Local  Limited  Partnerships  manage  the  day to day
operations  of the entities.  Significant  Local  Limited  Partnership  business
decisions require approval from the Partnership.  The Partnership,  as a limited
partner,  is  generally  entitled  to 99%,  as  specified  in the Local  Limited
Partnership agreements,  of the operating profits and losses, taxable income and
losses and 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, 2003 and 2002, are approximately  $459,000 (restated)
and $208,000, (restated) 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
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, and the  impairment  of two Local Limited
Partnerships  (see Note 2).  The  Partnership's  investment  is higher  than the
Partnership's  equity  as  shown in the  Local  Limited  Partnership's  combined
financial statements as Cascade Pines has been excluded from such statements.

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.

At March 31, 2003, the investment accounts in certain Local Limited Partnerships
have  reached  a zero  balance.  Consequently,  a portion  of the  Partnership's
estimate  of its share of losses for the years ended  March 31,  2003,  2002 and
2001 amounting to approximately $583,000, $6,000 and $92,000, respectively, have
not been recognized. As of March 31, 2003, the aggregate share of net losses not
recognized by the Partnership amounted to $681,000.


                                       30
<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, 2003, 2002 and 2001

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 Years Ended
                                                                                      March 31
                                                                 ---------------------------------------------------

                                                                     2003              2002              2001
                                                                 -------------    ---------------   ----------------


<S>                                                            <C>              <C>                      <C>
Investments per balance sheet, beginning of period             $    8,970,406   $     10,245,015         10,968,078
Capitalized acquisition fees and costs                                      -                  -            (10,452)
Distributions received                                                 (5,386)           (10,294)           (11,856)
Equity in losses of limited partnerships                           (2,146,242)        (1,225,735)          (656,711)
Amortization of capitalized acquisition fees
   and costs                                                          (38,580)           (38,580)           (44,044)
                                                                 -------------    ---------------   ----------------

Investments per balance sheet, end of period                   $    6,780,198   $      8,970,406         10,245,015
                                                                 =============    ===============   ================
</TABLE>


                                       31
<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, 2003, 2002 and 2001

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 BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                     2002               2001
                                                                                ---------------    ---------------
                                                                                  (Restated)          (Restated)
<S>                                                                           <C>                <C>
ASSETS

Land                                                                          $      2,903,000   $      2,903,000
Buildings and improvements, net of accumulated
  depreciation for 2002 and 2001 of $9,538,000 and
  $8,030,000, , respectively                                                        36,484,000         37,752,000
Other assets (including due from affiliates of $4,000
   and $13,000, respectively)                                                        3,355,000          4,055,000
                                                                                ---------------    ---------------


                                                                              $     42,742,000   $     44,710,000
                                                                                ===============    ===============

LIABILITIES


Mortgage and construction loans payable                                       $     28,583,000   $     29,311,000

Due to related parties                                                               2,651,000          2,482,000

Other liabilities                                                                    2,053,000          1,419,000
                                                                                ---------------    ---------------


                                                                                    33,287,000         33,212,000
                                                                                ---------------    ---------------
PARTNERS' CAPITAL


WNC Housing Tax Credit Fund V, L.P., Series 3                                        6,321,000          8,762,000


Other partners                                                                       3,134,000          2,736,000
                                                                                ---------------    ---------------


                                                                                     9,455,000          11,498000
                                                                                ---------------    ---------------


                                                                              $     42,742,000   $     44,710,000
                                                                                ===============    ===============
</TABLE>



                                       32
<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, 2003, 2002 and 2001

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

                   COMBINED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>


                                                                 2002                2001               2000
                                                            ---------------     ---------------    ---------------
                                                              (Restated)         (Restated)           (Restated)


<S>                                                       <C>                 <C>               <C>
Revenues                                                  $      5,272,000    $      6,005,000  $       5,858,000
                                                            ---------------     ---------------    ---------------

Expenses:

  Operating expenses                                             4,738,000           4,117,000          3,494,000

  Interest expense                                               1,458,000           1,554,000          1,565,000

  Depreciation and amortization                                  1,570,000           1,569,000          1,529,000
                                                            ---------------     ---------------    ---------------


   Total expenses                                                7,766,000           7,240,000          6,588,000
                                                            ---------------     ---------------    ---------------


Net loss                                                  $     (2,494,000)   $     (1,235,000) $        (730,000)
                                                            ===============     ===============    ===============


Net loss allocable to the Partnership                     $     (2,434,000)   $     (1,168,000) $        (644,000)
                                                            ===============     ===============    ===============

Net loss recorded by the Partnership                      $     (2,146,000)   $     (1,226,000) $        (657,000)
                                                            ===============     ===============    ===============
</TABLE>

Certain Local Limited  Partnerships have incurred  significant  operating losses
and/or have  working  capital  deficiencies.  In the event  these Local  Limited
Partnerships continue to incur significant operating losses,  additional capital
contributions  by the  Partnership  and/or  the  Local  General  Partner  may be
required  to sustain  the  operations  of such Local  Limited  Partnerships.  If
additional  capital  contributions  are not made  when  they are  required,  the
Partnership's  investment in certain of such Local Limited Partnerships could be
impaired,  and the loss and  recapture  of the related  tax credits  could occur
(furthermore, see Note 6).


                                       33
<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, 2003, 2002 and 2001

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, 2003 and
          2002, the Partnership  incurred total  acquisition fees of $1,200,785,
          which have been  included  in  investments  in  limited  partnerships.
          Accumulated  amortization of these  capitalized costs was $478,736 and
          $339,575  as  of  March  31,  2003  and  2002,  respectively.  Of  the
          accumulated  amortization  recorded on the balance  sheet at March 31,
          2003,  $104,086,  $4,827  and  $126,614  of the  related  expense  was
          reflected as equity in losses of limited partnerships during the years
          ended  March 31,  2003,  2002 and 2001,  respectively,  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, 2003 and 2002, the Partnership incurred acquisition costs of
          $120,510,   which  have  been  included  in   investments  in  limited
          partnerships.  Accumulated  amortization was $46,591 and $32,871 as of
          March 31, 2003 and 2002, respectively. Of the accumulated amortization
          recorded  on the  balance  sheet at March 31,  2003,  $10,216,  $0 and
          $12,806 of the related  expense was  reflected  as equity in losses of
          limited  partnerships  during the years ended March 31, 2003, 2002 and
          2001,  respectively,  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  $49,500,  $49,500  and  $50,152  were
          incurred  during  the  years  ended  March  31,  2003,  2002 and 2001,
          respectively, of which $0, $0 and $12,375 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.


                                       34
<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, 2003, 2002 and 2001

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

                                                                                        2003            2002
                                                                                     ------------   --------------

<S>                                                                                <C>            <C>
Advances from WNC                                                                  $     137,478  $         1,365

Asset management fees payable                                                            136,125           86,625
                                                                                     ------------   --------------

Total                                                                              $     273,603  $        87,990
                                                                                     ============   ==============
</TABLE>

The General  Partner does not  anticipate  that these  accrued fees will be paid
until such time as  capital  reserves  are in excess of the  future  foreseeable
working capital requirements of the Partnership.

NOTE 5 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
----------------------------------------------------
<TABLE>
<CAPTION>
The following is a summary of the quarterly operations for the years ended March 31, 2003 and 2002:

                                           June 30           September 30       December 31           March 31
                                           -------           ------------       -----------           --------
                                                                                                     (Restated)
               2003
               ----

<S>                                   <C>                 <C>                <C>                 <C>
Income                                $             -     $              -   $              -    $         15,000

Operating expenses                            (36,000)             (77,000)           (28,000)           (161,000)

Equity in losses of limited                  (269,000)            (269,000)          (269,000)         (1,339,000)
     partnerships

Net loss                                     (305,000)            (346,000)          (297,000)         (1,485,000)

Loss available to limited partners           (302,000)            (342,000)          (294,000)         (1,471,000)

Loss per limited partner unit                     (17)                 (19)               (16)                (82)

               2002
               ----

Income                                $             -     $          1,000   $          1,000    $         27,000

Operating expenses                            (41,000)             (40,000)           (79,000)             (2,000)

Equity in losses of limited                  (139,000)            (139,000)          (139,000)           (808,000)
     partnerships

Gain on sale of investment of                       -              168,000                  -               2,000
     Limited partnership interest

Net loss                                     (180,000)             (10,000)          (217,000)           (781,000)

Loss available to limited partners           (179,000)             (10,000)          (215,000)           (772,000)

Loss per limited partner unit                     (10)                  (1)               (12)                (42)

</TABLE>


                                       35
<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, 2003, 2002 and 2001

 NOTE 6 - 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 had 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 alleged that
the local general  partner  accepted  funds from the  Plaintiffs  and improperly
loaned these funds to the Defendants. In July 2001, this lawsuit was settled for
an aggregate amount of $35,000. The Partnerships  allocated share of $17,500 had
been accrued in full at March 31, 2001 and paid in full at March 31, 2002.

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 related
injury  lawsuits.  Cascade  carries  general  liability  and extended  liability
insurance.  The  wrongful  death  claim  has  been  compromised,   released  and
dismissed.  Liability  insurance  covered the settlement.  In the related injury
lawsuits,  the insurers for both the general  liability,  limited to $2 million,
and  extended  liability  insurance,  limited  to a further  $15  million,  have
acknowledged coverage for the potential loss, should the outcome be unfavorable.
Discovery for the related injury lawsuits is ongoing;  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 insurance  coverage proves to be inadequate,
Cascade's assets could be subject to an adverse  judgment.  This could result in
the loss of the Cascade  investment,  which could result in the recapture of tax
credits and certain prior tax  deductions.  The carrying value of its investment
in Cascade is $0 at March 31,  2003.  The  Partnership's  financial  statements,
presented  elsewhere herein, do not reflect any adjustments that may result from
any  unfavorable  outcome  that may occur upon the ultimate  resolution  of this
uncertainty.

One Local Limited Partnership, Patten Towers L.P. II ("Patten Towers"), in which
the Partnership owns a 99% interest,  has a promissory note payable  aggregating
approximately  $6,025,000 as of December 31, 2002 which was funded with proceeds
from the issuance of Multifamily  Housing Revenue Bonds. Patten Towers failed to
make timely  principal  payments of  approximately  $200,000  for the year ended
December 31, 2002 in accordance with the note payable.  Consequently,  the Local
Limited  Partnership  is in default of its bond covenants and the property could
be foreclosed on by the Bond Trustee to satisfy its obligations under the bonds.
These conditions raise substantial  doubt as to the Local Limited  Partnership's
ability to continue as a going concern. Patten Towers is attempting to negotiate
a refinance of the bonds, but as of July 8, 2003 the past due principal payments
owed have not been paid and the  bonds  are fully  payable  under the event of a
default. The lender is working with Patten Towers


                                       36
<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, 2003, 2002 and 2001

NOTE 6 - COMMITMENTS AND CONTINGENCIES, continued
-------------------------------------------------

to assist in improving property operations and has held off pursuing foreclosure
action against the property.  There can be no assurances that Patten Towers will
be successful in its negotiations.  Accordingly, Patten Towers is subject to the
risk of foreclosure and sale of the property by the lender which would result in
the loss and potential cessation and recapture of certain tax losses and the tax
credits. As a result, there is an uncertainty as to the Partnership's ability to
ultimately realize the carrying value of its investment in Patten Towers,  which
approximated $806,000 at March 31, 2003. The Partnership's financial statements,
presented  elsewhere herein, do not reflect any adjustments that may result from
any  unfavorable  outcome  that may occur upon the ultimate  resolution  of this
uncertainty.  At March 31, 2003, the Partnership had advanced $133,268 to Patten
Towers to  facilitate  a workout  plan.  A  promissory  note was executed by the
Partnership and Patten Towers for the  aforementioned  advance totaling $132,473
plus interest  equal to 10% per annum,  payable by Patten Towers on demand or by
August 9, 2012.

The Partnership  has a 99% limited  partnership  interest in Patten Towers.  The
Local General Partner, Patten Towers, LLC, of Patten Towers was replaced. During
the removal process,  various  unspecified claims were made by members of Patten
Towers, LLC against Patten Towers regarding such removal.  To date, those claims
have not been  specified.  Accordingly,  the management of Patten Towers and WNC
cannot  assess  the  outcome  of this  lawsuit  or its  impact,  if any,  on the
Partnership's financial statements.

The Partnership has a 99% limited partnership investment in Heritage Apartments,
L.P.  ("Heritage").  Heritage is a defendant in several  wrongful death lawsuits
and related injury  lawsuits.  Heritage  carries general  liability and extended
liability insurance. Discovery for these lawsuits is ongoing, but the management
of Heritage  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  Heritage be  unsuccessful in its defense and the insurer denies coverage
or the  insurance  coverage  proves to be  inadequate,  the  Partnership  may be
required  to sell  its  investment  or may  otherwise  lose  its  investment  in
Heritage,  which  approximated  $485,000 at March 31, 2003. Loss of the Heritage
investment  could  result in the  cessation  and  recapture  of tax  credits and
certain prior tax deductions.

The  Partnership   currently  has  insufficient  working  capital  to  fund  its
operations.  WNC has agreed to provide  advances  sufficient  enough to fund the
operations and working capital  requirements of the Partnership through February
28, 2005.

NOTE 7 - RESTATEMENT
--------------------

The Partnership, as a limited partner or limited liability company member in the
Local Limited Partnerships, may be unable to affect the selection or monitor the
progress  of the  auditors  of a  Local  Limited  Partnership.  The  partnership
agreement or  operating  agreement of each Local  Limited  Partnership  includes
disincentives for the failure of the Local Limited Partnership to timely deliver
audited  financial  statements  to the  Partnership.  However,  there  can be no
absolute  assurance that the  Partnership  will be able to timely obtain audited
financial statements from each Local Limited  Partnerships.  In such a case, the
Partnership  might estimate its interest in the results of the operations of the
Local Limited Partnership. For the Partnership fiscal year ended March 31, 2003,
the  Partnership was unable to obtain audited  financial  statements from one of
its Local Limited Partnerships, Cascade Pines, L.P., II ("Cascade Pines"), as of
and for the Cascade Pines fiscal year ended December 31, 2002. Subsequent to the
filing date of the  Partnership's  original Form 10-K for the period ended March
31, 2003, the Partnership  obtained the audited financial  statements of Cascade
Pines.  As a result,  the Partnership  has restated its  accompanying  financial
statements  for the year ended March 31, 2003 to reflect the  differences in the
Partnership's  estimated  interest in the results of the  operations  in Cascade
Pines,  and the  Partnership's  actual  interest  in Cascade  Pines based on the
audited financial  statements of Cascade Pines for the Cascade Pines fiscal year
ended  December 31, 2002.  There was no change  between the estimated and actual
losses in Cascade  Pines.  Additionally,  as a result of  management's



                                       37
<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, 2003, 2002 and 2001

NOTE 7 -RESTATEMENT, continued
------------------------------

assessment of the collectability of its receivable due from Patten Towers,  L.P.
II for  advances  made to the Local  Limited  Partnership  during the year ended
March 31, 2003, the Partnership wrote off to bad debt expense the carrying value
of the receivable as of March 31, 2003.

<TABLE>
<CAPTION>
The following table shows the effect of the restatement on the Balance Sheet as previously reported:

                                                                           Year Ending March 31, 2003
                                                                  ----------------------------------------------
                                                                                               As Previously
                                                                      As Restated                 Reported
                                                                  ---------------------      -------------------
<S>                                                               <C>                         <C>
     Investment in limited partnerships, net                      $          6,780,198        $       6,780,198
     Receivables from Limited Partners                                               -                  133,268
     Total assets                                                            6,798,546                6,931,814
     Partners' equity (deficit)
         General partner                                                      (110,282)                (108,949)
         Limited partners                                                    6,631,225                6,763,160
     Total partners' equity                                                  6,520,943                6,654,211
</TABLE>

The following table shows the effect of the restatement on the Statement of
Operations as previously reported:
<TABLE>
<CAPTION>

                                                                           Year Ending March 31, 2003
                                                                  ----------------------------------------------
                                                                                               As Previously
                                                                      As Restated                 Reported
                                                                  ---------------------      -------------------
<S>                                                               <C>                        <C>
     Equity in losses of limited partnerships                     $        (2,146,242)       $      (2,146,242)
     Net loss                                                              (2,433,504)              (2,300,236)
     Net loss allocated to:
         General partner                                                      (24,335)                 (23,002)
         Limited partners                                                  (2,409,169)              (2,277,234)

     Net loss per limited partner unit                                        (133.84)                 (126.51)
</TABLE>




                                       38
<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, 2003, 2002 and 2001



NOTE 7 - RESTATEMENT, continued
-------------------------------

The  following  table shows the effect of the  restatement  on the  Statement of
Partners' Equity (Deficit) as previously reported:
<TABLE>
<CAPTION>

                                                                           Year Ending March 31, 2003
                                                                  ---------------------------------------------
                                                                                              As Previously
                                                                     As Restated                 Reported
                                                                  -------------------        -----------------
<S>                                                               <C>                         <C>
     General Partner
         Partners' equity (deficit) at March 31, 2002             $         (85,947)          $       (85,947)
         Net loss                                                           (24,335)                  (23,002)
                                                                     ----------------            --------------
         Partners' equity (deficit) at March 31, 2003                      (110,282)                 (108,949)

     Limited Partners
         Partners' equity (deficit) at March 31, 2002                     9,040,394                 9,040,394
         Net loss                                                        (2,409,169)               (2,277,234)
                                                                     ----------------            --------------
         Partners' equity (deficit) at March 31, 2003                     6,631,225                 6,763,160

     Total
         Partners' equity (deficit) at March 31, 2002                     8,954,447                 8,954,447
         Net loss                                                        (2,433,504)               (2,300,236)
                                                                     ----------------            --------------
         Partners' equity (deficit) at March 31, 2003                     6,520,943                 6,654,211
</TABLE>

<TABLE>
<CAPTION>

The following table shows the effect of the restatement on the Statement of Cash Flows as previously reported:

                                                                           Year Ending March 31, 2003
                                                                  ----------------------------------------------
                                                                                               As Previously
                                                                      As Restated                 Reported
                                                                  ---------------------      -------------------
<S>                                                               <C>                         <C>
     Cash flows from operating activities:
         Net loss                                                 $        (2,433,504)        $     (2,300,236)
         Adjustments to reconcile net loss to net cash
            (used in) provided by operating activities:
            Bad debt expense                                                   133,268                       -
</TABLE>

                                       39
<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

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

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

Associates is a California corporation which was organized in 1971. Its officers
and significant employees are:
<TABLE>
<CAPTION>
<S>                                   <C>
Wilfred N. Cooper, Sr.                Chairman of the Board
Wilfred N. Cooper, Jr.                President and Chief Executive Officer
David N. Shafer, Esq.                 Executive Vice President and Director of Asset Management
Sylvester P. Garban                   Senior Vice President - Institutional Investments
David C. Turek                        Senior Vice President - Originations
Thomas J. Riha, CPA                   Vice President - Chief Financial Officer
Michael J. Gaber                      Vice President - Acquisitions
Diemmy T. Tran                        Vice President - Portfolio Management
J. Brad Hurlbut                       Director of Syndications
</TABLE>

In addition to Wilfred N. Cooper,  Sr., the directors of Associates  are Wilfred
N. Cooper, Jr., David N. Shafer, and Kay L. Cooper. The principal shareholder of
Associates is a trust established by Wilfred N. Cooper, Sr.

Wilfred N.  Cooper,  Sr.,  age 72, is the founder  and  Chairman of the Board of
Directors of Associates,  a Director of WNC Capital  Corporation,  and a general
partner in some of the  partnerships  previously  sponsored  by  Associates  Mr.
Cooper has been actively involved in the affordable housing industry since 1968.
Previously,  during 1970 and 1971,  he was  founder and a principal  of Creative
Equity  Development  Corporation,  a predecessor of Associates,  and of Creative
Equity Corporation, a real estate investment firm. For 12 years before that, Mr.
Cooper was employed by Rockwell International  Corporation,  last serving as its
manager  of  housing  and urban  developments  where he had  responsibility  for
factory-built  housing  evaluation and project  management in urban planning and
development.  He has testified before committees of the U.S. Senate and the U.S.
House  of  Representatives.  Mr.  Cooper  is a Life  Director  of  the  National
Association of Home Builders and a National  Trustee for NAHB's Political Action
Committee,  and the Chairman of NAHB's Multifamily  Council. He is a Director of
the National Housing Conference and a member of NHC's Executive Committee, and a
founder and Director of the California Housing Consortium.  He is the husband of
Kay Cooper and the father of Wilfred N. Cooper,  Jr. Mr. Cooper  graduated  from
Pomona College in 1956 with a Bachelor of Arts degree.

Wilfred N. Cooper, Jr., age 40, is President, Chief Executive Officer, Secretary
and a Director and a member of the  Acquisition  Committee of  Associates  He is
President of, and a registered principal with, WNC Capital Corporation, and is a
Director of WNC Management,  Inc. He has been involved in real estate investment
and acquisition activities since 1988 when he joined Associates  Previously,  he
served as a Government Affairs Assistant with Honda North America in Washington,
D.C.  Mr.  Cooper is a member of the  Editorial  Advisory  Boards of  Affordable
                                                           ---------------------
Housing Finance and LIHC Monthly Report, a Steering Member of the Housing Credit
---------------     ------------------
Group of the National  Association  of Home Builders,  an Alternate  Director of
NAHB,  a member of the  Advisory  Board of the New York  State  Association  for
Affordable  Housing and a member of the Urban Land  Institute.  He is the son of
Wilfred  Cooper,  Sr. and Kay Cooper.  Mr.  Cooper  graduated  from The American
University in 1985 with a Bachelor of Arts degree.


                                       40
<PAGE>

David N. Shafer,  age 50, is Executive Vice President,  a Director,  Director of
Asset Management and a member of the Acquisition Committee of Associates,  and a
Director and Secretary of WNC Management, Inc. Mr. Shafer has been active in the
real estate  industry  since 1984.  Before  joining  Associates  in 1990, he was
engaged as an attorney in the private  practice of law with a specialty  in real
estate and taxation.  Mr.  Shafer is a Director and 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.

Sylvester  P.  Garban,   age  57,  is  Senior  Vice  President  -  Institutional
Investments of Associates Mr. Garban has been involved in real estate investment
activities since 1978. Before joining Associates in 1989, he served as Executive
Vice President with MRW, Inc., a real estate  development  and management  firm.
Mr. Garban is a member of the National Association of Affordable Housing Lenders
and the  Financial  Planning  Association.  He  graduated  from  Michigan  State
University in 1967 with a Bachelor of Science degree in Business Administration.

David C. Turek,  age 48, is Senior Vice President -  Originations  of Associates
His  experience  with real estate  investments  and finance has continued  since
1976, and he has been employed by Associates since 1996.  Previously,  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 1992 to 1995 he served as Executive Vice
President for Levcor, Inc., a multi-family development company, and from 1990 to
1992 he served as Vice President for the Paragon Group where he was  responsible
for tax credit development activities.  He is a Director of the National Housing
and Rehabilitation  Association,  the Rural Rental Housing Association of Texas,
and the Alabama Council of Affordable  Rental Housing.  Mr. Turek graduated from
Southern Methodist University in 1976 with a Bachelor of Business Administration
degree.

Thomas J. Riha, age 47, is Vice President - Chief Financial Officer and a member
of the  Acquisition  Committee of  Associates  and  President,  Treasurer  and a
Director of WNC Management, Inc. He has been involved in real estate acquisition
and investment  activities  since 1979.  Before joining  Associates in 1994, Mr.
Riha was  employed  by Trust  Realty  Advisor,  a real  estate  acquisition  and
management  company,  last  serving  as Vice  President  -  Operations.  He is a
Director  of the Task  Force on Housing  Credit  Certification  of the  National
Association  of Home Builders.  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.

Michael J. Gaber,  age 37, is Vice President - Acquisitions  and a member of the
Acquisition  Committee of Associates  Mr. Gaber has been involved in real estate
acquisition,  valuation  and  investment  activities  since  1989  and has  been
associated  with  Associates  since 1997.  Prior to joining  Associates,  he was
involved in the valuation and  classification of major assets,  restructuring of
debt and analysis of real estate taxes with H.F.  Ahmanson & Company,  parent of
Home  Savings  of  America.  Mr.  Gaber  graduated  from  the  California  State
University,  Fullerton  in 1991 with a Bachelor  of Science  degree in  Business
Administration - Finance.

Diemmy T. Tran, age 37, is Vice  President - Portfolio  Management of Associates
She is responsible for overseeing  portfolio  management and investor  reporting
for  all  WNC  funds,  and  for  monitoring   investment  returns  for  all  WNC
institutional  funds. Ms. Tran has been involved in real estate asset management
and finance  activities for 12 years.  Prior to joining  Associates in 1998, Ms.
Tran served as senior asset manager for a national Tax Credit  sponsor and as an
asset specialist for the Resolution Trust  Corporation where she was responsible
for the disposition  and management of commercial  loan and REO portfolios.  Ms.
Tran is  licensed  as a  California  real  estate  broker.  She  graduated  from
California  State  University,  Northridge  in 1989 with a  Bachelor  of Science
degree in finance and a minor in real estate.

J. Brad  Hurlbut,  age 43, is  Director  of  Syndications  of  Associates  He is
responsible  for the financial  structuring of WNC's  institutional  funds.  Mr.
Hurlbut has 20 years of experience in real estate  investment  and  development.
Prior to  joining  WNC in 2000,  he served  as  corporate  controller  for Great
Western Hotels  Corporation.  Mr. Hurlbut has been an enrolled agent licensed to
practice before the IRS since 1984. He graduated from the University of Redlands
in 1981 with a  Bachelor  of  Science  degree in  business  management  and from
California State  University,  Fullerton in 1985 with a Master of Science degree
in taxation.

                                       41
<PAGE>


Kay L.  Cooper,  age 66, is a Director of  Associates  Mrs.  Cooper was the sole
proprietor of Agate 108, a manufacturer and retailer of home accessory products,
from 1975 until its sale in 1998. She is the wife of Wilfred Cooper, Sr. and the
mother of Wilfred  Cooper,  Jr. Ms.  Cooper  graduated  from the  University  of
Southern California in 1958 with a Bachelor of Science degree.

(f)  Involvement in Certain Legal Proceedings
     ----------------------------------------

     Inapplicable.

(g)  Promoters and Control Persons
     -----------------------------

     Inapplicable.

(h)  Audit Committee Financial Expert
     --------------------------------

     Neither the Partnership nor Associates has an audit committee.

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 $49,500, $49,500 and
     $50,152 were incurred during the years ended March 31, 2003, 2002 and 2001,
     respectively.  The  Partnership  paid the General Partner or its affiliates
     $0, $0 and $12,375 of these fees  during the years  ended  March 31,  2003,
     2002 and 2001.

(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,  $24,000 and  $25,000 for the General  Partner for the years ended
     December 31, 2002,  2001and 2000,  respectively.  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, 2003, 2002 and 2001.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

(a)  Securities Authorized for Issuance Under Equity Compensation Plans
     ------------------------------------------------------------------

     Inapplicable

(b)  Security Ownership of Certain Beneficial Owners
     -----------------------------------------------

                                       42
<PAGE>

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>
                                                                                 Amount of
                                                                                   Units
                Title of Class         Name and Address of Beneficial Owner     Controlled     Percent of Class
          ---------------------------- -------------------------------------- ---------------- ------------------
<S>                                                                             <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>
(c)  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.

(d)  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.

Item 14. Controls and Procedures

Associates,  on behalf of the  Partnership,  maintains  disclosure  controls and
procedures that are designed to ensure that information required to be disclosed
in our  periodic  reports  filed with the  Securities  and  Exchange  Commission
("SEC") is recorded, processed,  summarized and reported within the time periods
specified  in the  rules  and  forms of the SEC and  that  such  information  is
accumulated  and  communicated  to our management as appropriate to allow timely
decisions  regarding  required  disclosure.  In  designing  and  evaluating  the
disclosure controls and procedures,  our management recognized that any controls
and  procedures,  no matter how well  designed  and  operated,  can provide only
reasonable  assurance of achieving the desired control objectives and management
necessarily  was required to apply its judgment in evaluating  the  cost-benefit
relationship of possible controls and procedures.


                                       43
<PAGE>

Based on their most recent evaluation, which was completed within 90 days of the
filing of this Annual Report on Form 10-K, our Principal  Executive  Officer and
Principal  Financial Officer believe that our disclosure controls and procedures
(as defined in Rules 13a-14 and 15d-14 of the  Securities  Exchange Act of 1934,
as  amended)  are  effective.  There were no  significant  changes  in  internal
controls or in other  factors that could  significantly  affect  these  internal
controls subsequent to the date of their most recent evaluation.



                                       44
<PAGE>


PART IV.

Item 15.  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, 2003 and 2002  Statements of Operations  for the years ended
          March 31, 2003, 2002 and 2001 Statements of Partners' Equity (Deficit)
          for the years ended March 31, 2003,  2002 and 2001  Statements of Cash
          Flows  for the years  ended  March 31,  2003,  2002 and 2001  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

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.


                                       45
<PAGE>

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

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

10.10     Amended and  Restated  Agreement  of Limited  Partnership  of 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

31.1      Certification  of the  Principal  Executive  Officer  pursuant to Rule
          13a-15(e)  and  15d-15(e),  as adopted  pursuant to section 302 of the
          Sarbanes-Oxley Act of 2002. (filed herewith)

31.2      Certification  of the  Principal  Financial  Officer  pursuant to Rule
          13a-15(e)  and  15d-15(e),  as adopted  pursuant to section 302 of the
          Sarbanes-Oxley Act of 2002. (filed herewith)

32.1      Certification of the Principal Executive Officer pursuant to 18 U.S.C.
          section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley
          Act of 2002. (filed herewith)

32.2      Certification of the Principal Financial Officer pursuant to 18 U.S.C.
          section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley
          Act of 2002. (filed herewith)

99.3      Financial  statements of Blessed Rock of El Monte, for the years ended
          December 31, 2001 and 2000 together with Independent  Auditors' Report
          thereon;  filed as exhibit  99.3 on Form 10-K dated March 31,  2002; a
          significant subsidiary of the Partnership.

99.4      Financial  Statements of Blessed Rock of El Monte, for the years ended
          December 31, 2002 and 2001 together with Independent  Auditors' Report
          thereon; a significant subsidiary of the Partnership. (filed herewith)

99.5      Financial  Statements  of Casade  Pines,  L.P.  II for the year  ended
          December 31, 2002 together with Independent  Auditors' Report thereon;
          a significant subsidiary of the Partnership. (filed herewith)

99.6      Financial  Statements  of Patten  Tower,  L.P.  II for the year  ended
          December 31, 2002 together with Independent  Auditors' Report thereon;
          a significant subsidiary of the Partnership. (filed herewith)

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


                                       46
<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 audit  referred  to in our report  dated May 28,  2004  relating to the 2003
financial  statements  of WNC  Housing  Tax Credit  Fund V, L.P.,  Series 3 (the
"Partnership"),  which are  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 2002  financial  statements  were  audited by other  auditors,  whose  audit
included the audit of the accompanying  financial  statement  schedules for 2002
contained in Item 8 of this Form 10-K.

In our opinion such financial statement schedules relating to the 2003 financial
statements present fairly, in all material  respects,  the information set forth
therein.


/s/ Reznick Fedder & Silverman
Bethesda, Maryland

May 28, 2004


                                       47
<PAGE>



WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2003
<TABLE>
<CAPTION>
                                           ------------------------------------- ---------------------------------------------------
                                                       As of March 31, 2003                             As of December 31, 2002
                                           ------------------------------------- ---------------------------------------------------
                                                   Partnership's
                                                   Total Original                Encumbrances
                                                   Investment in    Amount of       of Local      Property                    Net
                                                   Local Limited    Investment      Limited         and       Accumulated     Book
      Partnership Name              Location       Partnership      Paid to Date  Partnership     Equipment   Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
                                                                                    (Restated)     (Restated)  (Restated) (Restated)
<S>                                 <C>                 <C>          <C>          <C>          <C>          <C>          <C>
Alliance                            Alliance,
Apartments I                        Nebraska
Limited
Partnership                                             $ 604,000    $ 604,000    $ 591,000    $ 1,549,000   $ 296,000   $ 1,253,000

Blessed Rock                        El Monte,
of El Monte                         California          2,511,000    2,511,000    3,686,000      9,308,000   1,109,000     8,199,000

Broadway                            Hobbs,
Apartments,                         New Mexico
Limited
Partnership                                             2,029,000    2,029,000    1,358,000      3,427,000     730,000     2,697,000

Cascade                             Atlanta,
Pines, L.P. II                      Georgia             1,347,000    1,347,000    7,695,000      8,738,000   1,647,000     7,091,000

Curtis Associates                   Curtis,
I, L.P.                             Nebraska               88,000       88,000      421,000        519,000     115,000       404,000

Escatawpa                           Escatawpa,
Village                             Mississippi
Associates,
Limited
Partnership                                               249,000      249,000      887,000      1,418,000     301,000     1,117,000

Hastings                            Hastings,
Apartments I,                       Nebraska
Limited
Partnership                                               542,000      542,000      584,000      1,335,000     267,000     1,068,000

Heritage                            Berkeley,
Apartments I, L.P.                  Missouri              752,000      752,000      635,000      1,680,000     319,000     1,361,000

Hillcrest                           Ontario,
Associates, a                       Oregon
Limited
Partnership                                               354,000      354,000    1,287,000      1,700,000     354,000     1,346,000

Patten Towers,                      Chattanooga,
L.P. II                             Tennessee           2,154,000    2,154,000    6,025,000     11,115,000   2,720,000     8,395,000


</TABLE>

                                       48
<PAGE>

<TABLE>
<CAPTION>

                                           ------------------------------------- ---------------------------------------------------
                                                       As of March 31, 2003                             As of December 31, 2002
                                           ------------------------------------- ---------------------------------------------------
                                                   Partnership's
                                                   Total Original                Encumbrances
                                                   Investment in    Amount of       of Local      Property                    Net
                                                   Local Limited    Investment      Limited         and       Accumulated     Book
      Partnership Name              Location       Partnership      Paid to Date  Partnership     Equipment   Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
                                                                                    (Restated)     (Restated)  (Restated) (Restated)
<S>                                 <C>              <C>          <C>          <C>            <C>           <C>         <C>
Prairieland                         Syracuse,
Properties of                       Kansas
Syracuse II, L.P.                                          85,000       85,000      330,000        511,000      112,000      399,000

Raymond S.                          Greensboro,
King Apartments                     North
Limited                             Carolina
Partnership                                               437,000      437,000      782,000      1,096,000      212,000      884,000

Rosedale                            Silver
Limited                             City, New
Partnership                         Mexico                309,000      309,000    1,310,000      1,684,000      421,000     ,263,000

Shepherd                            Shepherd,
South                               Texas
Apartments I,
Ltd.                                                      121,000      121,000      562,000        746,000      159,000      587,000

Solomon                             Solomon,
Associates                          Kansas
I, L.P.                                                   138,000      138,000      564,000        717,000      183,000      534,000

Talladega                           Talladega,
County                              Alabama
Housing Ltd                                               653,000      653,000      786,000      1,478,000      285,000    1,193,000

The Willows                         Morganton,
Apartments                          North
Limited                             Carolina
Partnership                                               841,000      841,000    1,080,000      1,905,000      308,000    1,597,000
                                                     ------------- ------------  ----------    -----------   ----------- -----------
                                                     $ 13,214,000 $ 13,214,000 $ 28,583,000   $ 48,926,000  $ 9,538,000 $ 39,388,000
                                                     ============= ============= ==========    ===========   =========== ===========
</TABLE>


                                       49
<PAGE>

WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2003
<TABLE>
<CAPTION>
                                         ---------------------------------------------------------------------------------
                                                               For the year ended December 31, 2002
                                         ---------------------------------------------------------------------------------
                                                                                                 Year       Estimated
                                                               Net Income                     Investment   Useful Life
            Partnership Name                Rental Income        (Loss)         Status          Acquired     (Years)
--------------------------------------------------------------------------------------------------------------------------
                                             (Restated)        (Restated)
<S>                                               <C>            <C>                <C>               <C>            <C>
Alliance Apartments I Limited
Partnership                                         $ 72,000      $ (37,000)        Completed         1997             40

Blessed Rock of El Monte                             796,000        (49,000)        Completed         1997             40

Broadway Apartments, Limited Partnership
                                                     218,000       (207,000)        Completed         1997             40

Cascade Pines, L.P. II                             1,649,000     (1,039,000)        Completed         1997             40

Curtis Associates I, L.P.                             46,000        (11,000)        Completed         1997           27.5

Escatawpa Village Associates, Limited
Partnership                                          137,000        (34,000)        Completed         1997           27.5

Hastings Apartments I, Limited
Partnership                                           70,000        (38,000)        Completed         1996             40

Heritage Apartments I, L.P.                          122,000        (38,000)        Completed         1997           27.5

Hillcrest Associates, A Limited
Partnership                                          187,000        (17,000)        Completed         1997             40

Patten Towers, L.P. II                             1,190,000       (760,000)        Completed         1996           27.5

Prairieland Properties of Syracuse II,
L.P.                                                  36,000         (9,000)        Completed         1997           27.5

Raymond S. King Apartments Limited
Partnership                                           73,000       (123,000)        Completed         1997             30

Rosedale Limited Partnership                         134,000        (37,000)        Completed         1997             30

Shepherd South Apartments I, Ltd.                    103,000          9,000         Completed         1996             40

Solomon Associates I, L.P.                            55,000        (20,000)        Completed         1997           27.5

Talladega County Housing Ltd.                         95,000        (47,000)        Completed         1996             40

The Willows Apartments Limited
Partnership                                          126,000        (37,000)        Completed         1997             40
                                                 -----------    ------------
                                                 $ 5,109,000   $ (2,494,000)
                                                 ===========   =============
</TABLE>


                                       50

<PAGE>



WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2002
<TABLE>
<CAPTION>
                                           ------------------------------------- ---------------------------------------------------
                                                       As of March 31, 2002                             As of December 31, 2001
                                           ------------------------------------- ---------------------------------------------------
                                                   Partnership's
                                                   Total Original                Encumbrances
                                                   Investment in    Amount of       of Local      Property                    Net
                                                   Local Limited    Investment      Limited         and       Accumulated     Book
      Partnership Name              Location       Partnership      Paid to Date  Partnership     Equipment   Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
                                                                                    (Restated)     (Restated)  (Restated)  Restated)
<S>                                 <C>                 <C>          <C>          <C>          <C>          <C>         <C>
Alliance                            Alliance,
Apartments I                        Nebraska
Limited
Partnership                                             $ 604,000    $ 604,000    $ 592,000    $ 1,549,000  $ 258,000   $  1,291,000

Blessed Rock                        El Monte,
of El Monte                         California          2,511,000    2,511,000    3,721,000      9,300,000    901,000      8,399,000

Broadway                            Hobbs,
Apartments,                         New Mexico
Limited
Partnership                                             2,029,000   2,029,000    1,371,000       3,428,000    586,000      2,842,000

Cascade                             Atlanta,
Pines, L.P. II                      Georgia             1,347,000    1,347,000           *               *          *              *

Curtis Associates                   Curtis,
I, L.P.                             Nebraska               88,000       88,000      424,000        519,000     97,000        422,000

Escatawpa                           Escatawpa,
Village                             Mississippi
Associates,
Limited
Partnership                                               249,000      249,000      890,000      1,417,000     250,000     1,167,000

Hastings                            Hastings,
Apartments I,                       Nebraska
Limited
Partnership                                               542,000      542,000      585,000      1,335,000     227,000     1,108,000

Heritage                            Berkeley,
Apartments I, L.P.                  Missouri              752,000      752,000      650,000      1,679,000     260,000     1,419,000

Hillcrest                           Ontario,
Associates, a                       Oregon
Limited
Partnership                                               354,000      354,000    1,291,000      1,700,000      316,000    1,384,000

Patten Towers,                      Chattanooga,
L.P. II                             Tennessee           2,154,000    2,154,000    6,463,000     10,984,000    2,303,000    8,591,000
</TABLE>

                                       51
<PAGE>

<TABLE>
<CAPTION>

                                           ------------------------------------- ---------------------------------------------------
                                                       As of March 31, 2002                             As of December 31, 2001
                                           ------------------------------------- ---------------------------------------------------
                                                   Partnership's
                                                   Total Original                Encumbrances
                                                   Investment in    Amount of       of Local      Property                    Net
                                                   Local Limited    Investment      Limited         and       Accumulated     Book
      Partnership Name              Location       Partnership      Paid to Date  Partnership     Equipment   Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
                                                                                    (Restated)     (Restated)  (Restated)  Restated)
<S>                                 <C>              <C>          <C>          <C>            <C>           <C>         <C>
Prairieland                         Syracuse,
Properties of                       Kansas
Syracuse II, L.P.                                          85,000       85,000      376,000        511,000       94,000      417,000

Raymond S.                          Greensboro,
King Apartments                     North
Limited                             Carolina
Partnership                                               437,000      437,000      782,000      1,096,000      181,000      915,000

Rosedale                            Silver
Limited                             City, New
Partnership                         Mexico                309,000      309,000    1,314,000      1,681,000      363,000    1,318,000

Shepherd                            Shepherd,
South                               Texas
Apartments I,
Ltd.                                                      121,000      121,000      564,000        744,000      134,000      610,000

Solomon                             Solomon,
Associates                          Kansas
I, L.P.                                                   138,000      138,000      565,000        717,000      154,000      563,000

Talladega                           Talladega,
County                              Alabama
Housing Ltd                                               653,000      653,000      787,000      1,477,000      242,000    1,235,000

The Willows                         Morganton,
Apartments                          North
Limited                             Carolina
Partnership                                               841,000      841,000    1,091,000      1,905,000      256,000    1,649,000
                                                     ------------- ------------  ----------    -----------   ----------- -----------
                                                     $ 13,214,000 $ 13,214,000 $ 21,466,000   $ 39,952,000  $ 6,622,000 $ 33,330,000
                                                     ============= ============= ==========    ===========   =========== ===========

</TABLE>

                                       52
<PAGE>



WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2002
<TABLE>
<CAPTION>
                                         ---------------------------------------------------------------------------------
                                                               For the year ended December 31, 2001
                                         ---------------------------------------------------------------------------------
                                                                                                 Year       Estimated
                                                               Net Income                     Investment   Useful Life
            Partnership Name                Rental Income        (Loss)         Status          Acquired     (Years)
--------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                 <C>                <C>               <C>             <C>
Alliance Apartments I Limited
Partnership                                  $        74,000     $  (38,000)        Completed         1997             40

Blessed Rock of El Monte                             742,000       (103,000)        Completed         1997             40

Broadway Apartments, Limited Partnership
                                                     307,000       (174,000)        Completed         1997             40

Cascade Pines, L.P. II                                     *               *        Completed         1997             40

Curtis Associates I, L.P.                             65,000        (16,000)        Completed         1997           27.5

Escatawpa Village Associates, Limited
Partnership                                          126,000        (38,000)        Completed         1997           27.5

Hastings Apartments I, Limited
Partnership                                           74,000        (39,000)        Completed         1996             40

Heritage Apartments I, L.P.                          113,000        (41,000)        Completed         1997           27.5

Hillcrest Associates, A Limited
Partnership                                          187,000        (11,000)        Completed         1997             40

Patten Towers, L.P. II                             1,505,000       (252,000)        Completed         1996           27.5

Prairieland Properties of Syracuse II,
L.P.                                                  55,000        (11,000)        Completed         1997           27.5

Raymond S. King Apartments Limited
Partnership                                           73,000        (38,000)        Completed         1997             30

Rosedale Limited Partnership                         131,000        (30,000)        Completed         1997             30

Shepherd South Apartments I, Ltd.                     89,000         (7,000)        Completed         1996             40

Solomon Associates I, L.P.                            97,000        (12,000)        Completed         1997           27.5

Talladega County Housing Ltd.                         95,000        (19,000)        Completed         1996             40

The Willows Apartments Limited
Partnership                                          120,000        (37,000)        Completed         1997             40
                                             --------------      ----------

                                             $     5,768,000     $ (866,000)
                                             ===============     ===========
</TABLE>

*    Results of Cascade  Pines,  L.P.  II were not audited in 2002 and have thus
     been excluded to aid comparability.  See Note 3 to the financial statements
     and report of independent certified public accounts.


                                       53
<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 Original                Encumbrances
                                                   Investment in    Amount of       of Local      Property                    Net
                                                   Local Limited    Investment      Limited         and       Accumulated     Book
      Partnership Name              Location       Partnership      Paid to Date  Partnership     Equipment   Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
                                                                                    (Restated)     (Restated)  (Restated)  Restated)
<S>                                 <C>                 <C>          <C>          <C>          <C>          <C>         <C>
Alliance                            Alliance,
Apartments I                        Nebraska
Limited
Partnership                                             $ 604,000    $ 604,000    $ 598,000    $ 1,549,000  $ 219,000   $  1,330,000

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                            Hobbs,
Apartments,                         New Mexico
Limited
Partnership                                             2,029,000   2,029,000    1,375,000       3,428,000    442,000      2,986,000

Cascade                             Atlanta,
Pines, L.P. II                      Georgia             1,347,000    1,347,000           *               *          *              *

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

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

Evrgreen                            Tulsa
Apartment 1                         Oklahoma
Limited
Partnership                                               549,000      549,000            *              *           *             *

Hastings                            Hastings,
Apartments I,                       Nebraska
Limited
Partnership                                               542,000      542,000      586,000      1,334,000     186,000     1,148,000

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

Hillcrest                           Ontario,
Associates, a                       Oregon
Limited
Partnership                                               354,000      354,000    1,295,000      1,700,000      277,000    1,423,000
</TABLE>

*    Results of Evergreen  Apartments  I, L.P. has not been audited and thus has
     been  excluded.  See  Note 2 to the  financial  statements  and  report  of
     certified public  accountants.  Results of Cascade Pines,  L.P. II were not
     audited in 2002 and have thus been excluded to aid comparability.  See Note
     3 to the financial  statements and report of independent  certified  public
     accountants.

                                       54
<PAGE>


<TABLE>
<CAPTION>

                                           ------------------------------------- ---------------------------------------------------
                                                       As of March 31, 2002                             As of December 31, 2000
                                           ------------------------------------- ---------------------------------------------------
                                                   Partnership's
                                                   Total Original                Encumbrances
                                                   Investment in    Amount of       of Local      Property                    Net
                                                   Local Limited    Investment      Limited         and       Accumulated     Book
      Partnership Name              Location       Partnership      Paid to Date  Partnership     Equipment   Depreciation    Value
------------------------------------------------------------------------------------------------------------------------------------
                                                                                    (Restated)     (Restated)  (Restated)  Restated)
<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                         Syracuse,
Properties of                       Kansas
Syracuse II, L.P.                                          85,000       85,000      325,000        511,000       75,000      436,000

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

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

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

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

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

The Willows                         Morganton,
Apartments                          North
Limited                             Carolina
Partnership                                               841,000      841,000    1,101,000      1,904,000      205,000    1,699,000
                                                     ------------- ------------  ----------    -----------   ----------- -----------
                                                     $ 13,763,000 $ 13,763,000 $ 21,654,000   $ 39,918,000  $ 5,359,000 $ 34,559,000
                                                     ============= ============= ==========    ===========   =========== ===========

</TABLE>


                                       55
<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                                      $    64,000     $  (45,000)        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                                     *               *        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                                           77,000        (43,000)        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
                                                 -----------     -----------
                                                 $ 3,637,000     $ (729,000)
                                                 ===========     ==========
</TABLE>

*    Results of Evergreen  Apartments  I, L.P. has not been audited and thus has
     been  excluded.  See  Note 2 to the  financial  statements  and  report  of
     certified public  accountants.  Results of Cascade Pines,  L.P. II were not
     audited in 2002 and have thus been excluded to aid comparability.  See Note
     3 to the financial  statements and report of independent  certified  public
     accountants.


                                       56
<PAGE>



                                   SIGNATURES


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

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

By:      WNC & Associates, Inc.,
         General Partner

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

Date:  July 30, 2004

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


By:      /s/ Wilfred N. Cooper, Jr.
         --------------------------
         Wilfred N. Cooper, Jr.,
         Chief Executive Officer, President and Director of
         WNC & Associates, Inc. (principal executive officer)

Date:  July 30, 2004


By:      /s/ Thomas J. Riha
         ------------------

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

Date:  July 30, 2004


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

Date:  July 30, 2004

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

Date:  July 30, 2004

                                       57