FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)

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

For the fiscal year ended December 31, 1998

                                       OR

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

For the transition period from ________ to ___________

Commission file number: 0-21897


                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4

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

California                                                   33-0707612

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

                                 (714) 662-5565

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

Title of Securities                               Exchanges on which Registered

NONE                                              NONE



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

UNITS OF LIMITED PARTNERSHIP INTEREST
<PAGE>


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

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



                       DOCUMENTS INCORPORATED BY REFERENCE

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

NONE



<PAGE>
PART I.
                                                                   
Item 1.  Business

Organization

WNC Housing Tax Credit Fund, V, L.P.,  Series 4 (the  "Partnership") or ("Series
4") was formed under the California Revised Limited  Partnership Act on July 26,
1995 and commenced  operations on July 1, 1996.  The  Partnership  was formed to
invest  primarily  in other  limited  partnerships  which  will own and  operate
multi-family  housing complexes that will qualify for low income housing credits
(the "Low Income Housing Credit").

The general partner of the  Partnership is WNC & Associates,  Inc. (the "General
Partner" or "Associates".)  Wilfred N. Cooper, Sr., through the Cooper Revocable
Trust,  owns just less than 70% of the  outstanding  stock of WNC &  Associates,
Inc. John B. Lester,  Jr. is the original limited partner of the Partnership and
owns,  through the Lester  Family Trust,  just less than 30% of the  outstanding
stock of WNC &  Associates,  Inc. The business of the  Partnership  is conducted
primarily through the General Partner as the Partnership has no employees of its
own.

The Partnership  conducted its public offering  ("Offering") from July 1,1996 to
July 11, 1997. 25,000 units of limited  partnership  interests  ("Units"),  at a
price of $1,000 per Unit were offered.  Since  inception a total of 22,000 Units
representing  approximately  $21,915,000  were sold  throughout  the offering of
which $175,000 currently is represented by Promissory  Notes..  Holders of Units
are referred to herein as "Limited Partners."

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  in  local  limited
partnerships  ("Local Limited  Partnerships") each of which will own and operate
an apartment complex ("Apartment 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
against  Federal  taxes  otherwise  due in each year of a ten-year  period.  The
Apartment  Complex is subject to a 15-year  compliance  period (the  "Compliance
Period").

In general,  in order to avoid  recapture  of Low Income  Housing  Credits,  the
Partnership  does not  expect  that it will  dispose of its  interests  in Local
Limited Partnerships ("Local Limited Partnership Interests") or approve the sale
by a Local Limited  Partnership of any Apartment Complex prior to the end of the
applicable  Compliance  Period.  Because  of (i)  the  nature  of the  Apartment
Complexes,  (ii) the  difficulty of predicting  the resale market for low-income
housing  15 or  more  years  in the  future,  and  (iii)  the  inability  of the
Partnership  to directly  cause the sale of  Apartment  Complexes by the general
partners  of  the  respective   Local  Limited   Partnerships   ("Local  General
Partners"),  but generally  only to require such Local  General  Partners to use
their  respective best efforts to find a purchaser for the Apartment  Complexes,
it is  not  possible  at  this  time  to  predict  whether  the  liquidation  of
substantially  all  of the  Partnership's  assets  and  the  disposition  of the
proceeds,  if any, in  accordance  with the  Partnership's  Agreement of Limited
Partnership  ("Partnership  Agreement") will be able to be accomplished promptly

                                       1
<PAGE>

at the end of the Compliance Period. If a Local Limited Partnership is unable to
sell an Apartment Complex, it is anticipated that the Local General Partner will
either continue to operate such Apartment  Complex or take such other actions as
the Local  General  Partner  believes  to be in the best  interest  of the Local
Limited  Partnership.  In  addition,  circumstances  beyond  the  control of the
General  Partner may occur during the Compliance  Period which would require the
Partnership to approve the disposition of an Apartment  Complex prior to the end
thereof.
<PAGE>

As of December  31,  1998,  the  Partnership  has  invested in 13 Local  Limited
Partnerships.  Each of these Local Limited Partnerships own an Apartment Complex
that is or is expected to be eligible for the Low Income Housing Credit.  All of
the Local Limited  Partnerships also benefit from government  programs promoting
low- or moderate-income housing.

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

As of  December  31,  1998,  ten  of the  Apartment  Complexes  acquired  by the
Partnership were completed and in operation. Two of the Apartment Complexes were
still under construction.  One apartment complex (North Central) had not started
construction.  The Apartment Complexes have been and were being developed by the
respective  Local  General  Partners  who  acquired  the sites and  applied  for
applicable  mortgages and subsidies.  The Partnership and WNC Housing Tax Credit
Fund V, L.P.,  Series 3 ("Series 3") each  acquired  equal  limited  partnership
interests in Blessed Rock.  (The General  Partner of the Partnership is also the
general  partner of Series  3). The  Partnership  became the  principal  limited
partner in the remaining  Local Limited  Partnerships  pursuant to  arm's-length
negotiations  with  the  Local  General  Partner.  As  a  limited  partner,  the
Partnership's  liability for  obligations  of each Local Limited  Partnership is
limited to its  investment.  The Local  General  Partners  of the Local  Limited
Partnership  retain  responsibility for developing,  constructing,  maintaining,
operating and managing the Apartment Complex.

                                       2
<PAGE>

The  following  is a schedule  of the status as of  December  31,  1998,  of the
Apartment Complexes owned by Local Limited  Partnerships in which Series 4 was a
limited partner as of December 31, 1998.

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

                                                                     Percentage 
                                                                   of Completed
                                  Total         Units        Units        Units
Name & Location                   Units     Completed     Occupied     Occupied

Ashford Place LP                   101           101           70           69%
  Shawnee, OK
Belen Vista Associates              57            57           57          100%
   Belen, NM
Blessed Rock of El Monte           137           137          137          100%
   El Monte, CA
Cleveland Apartments, L.P.          48             0            0            0%
   Blue Springs, MO
Crescent City Apartments            56            56           48           86%
 Crescent City, California
D. Hilltop Apt ltd                                24           24          100%
   Palastine TX                     24
Greyhound Assoc I                   24            24           23           96%
   Windsor MO
Lamar Plaza                         28            28           24           86%
   Lamar MO
Mesa Verde                         142           142           82           58%
   Los Alamos, NM
Mountain Vista                      53            53           51           96%
   Los Alamos, NM
The North Central L.P.              18             0            0            0%
   New York, NY
Woodland Townhomes, LP              42            42           40           95%
   Mairon, AL
Wynnwood Place, L.P.                24             0            0            0%
                                  ----          ----         ----          ----
   Raleigh, NC
Total                              803           563          398           71%
                                   ===           ===          ===           ===

                                       3
<PAGE>

Item 2.  Properties

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

Item 3.  Legal Proceedings

NONE

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

NONE

         PART II.

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

Item 5a.

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

(b) At December 31, 1998, there were 1299 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.  The  Limited  Partners,  who
     invested in the Partnership  received  Housing Tax Credits as listed in the
     table below.

                    Year                        Amount of tax credit per Unit

                    1998                                         $80
                    1997                                  $20 to $11
                    1996                                  $14 to $2

The 1997 and 1996 tax credits vary depending on the month of investment.

Item 6.  Selected Financial Data

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

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

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

                                       4
<PAGE>

Impact of Year 2000

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

Business Computer Systems

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

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

Outside Vendors

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

Personal Computers

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

                                       5
<PAGE>

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

         NONE.


Item 8.  Financial Statements and Supplementary Data

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

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

          (a)(1) (i) On December 16, 1998,  Corbin & Wertz,  Irvine,  California
          was dismissed as the Partnership's principal independent accountant.

               (ii) The  reports  of  Corbin & Wertz  respecting  the  financial
          statements of the  Partnership did not contain an adverse opinion or a
          disclaimer of opinion, nor were any such reports qualified or modified
          as to uncertainty,  audit scope, or accounting  principles,  as of and
          for the years ended December 31, 1997 and 1996.

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

               (iv)  During the last two  fiscal  years and  subsequent  interim
          period of the Partnership there were no disagreements between Corbin &
          Wertz and the  Partnership  on any matter of accounting  principles or
          practices,  financial  statement  disclosure,  or  auditing  scope  or
          procedure of the nature described in Item  304(a)(1)(iv) of Securities
          and Exchange Commission Regulation S-K.

               (v)  During  the last two  fiscal  years and  subsequent  interim
          period  of the  Partnership  there  were no  reportable  events of the
          nature  described  in Item  304(a)(1)(v)  of  Securities  and Exchange
          Commission Regulation S-K.

          (a)(2) On February 3, 1999, BDO Seidman,  LLP, Costa Mesa,  California
          was engaged as the  Partnership's  principal  independent  accountant.
          During the last two fiscal years and subsequent  interim period of the
          Partnership,   the  Partnership  did  not  consult  BDO  Seidman,  LLP
          regarding (i) either,  the  application of accounting  principles to a
          specified  transaction;  or the type of audit  opinion  that  might be
          rendered on the Partnership's financial statements, or (ii) any matter
          that  was  the  subject  of  a   disagreement   (as  defined  in  Item
          304(a)(1)(iv) of Securities and Exchange Commission Regulation S-K) or
          was a reportable event (as defined in Item  304(a)(1)(v) of Securities
          and Exchange Commission Regulation S-K).


                                       6
<PAGE>

Item 10. Directors and Executive Officers of the Registrant

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

Directors and Executive Officers of WNC & Associates, Inc.

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

     Wilfred N. Cooper, Sr., age 68, is the founder, Chief Executive Officer and
a Director of WNC & Associates, Inc., a Director of WNC Capital Corporation, and
a general partner in some of the programs  previously  sponsored by the Sponsor.
Mr.  Cooper  has  been  involved  in  real  estate  investment  and  acquisition
activities  since 1968.  Previously,  during  1970 and 1971,  he was founder and
principal of Creative  Equity  Development  Corporation,  a predecessor of WNC &
Associates,  Inc., and of Creative Equity Corporation,  a real estate investment
firm.  For 12  years  prior  to  that,  Mr.  Cooper  was  employed  by  Rockwell
International  Corporation,  last  serving as its  manager of housing  and urban
developments where he had  responsibility  for factory-built  housing evaluation
and project  management  in urban  planning  and  development.  Mr.  Cooper is a
Director of the  National  Association  of Home  Builders  (NAHB) and a National
Trustee  for NAHB's  Political  Action  Committee,  a Director  of the  National
Housing  Conference  (NHC)  and a member  of  NHC's  Executive  Committee  and a
Director of the National Multi-Housing Council (NMHC). Mr. Cooper graduated from
Pomona College in 1956 with a Bachelor of Arts degree.

     John B. Lester,  Jr., age 65, is  President,  a Director,  Secretary  and a
member of the Acquisition Committee of WNC & Associates, Inc., and a Director of
WNC Capital  Corporation.  Mr. Lester has 27 years of experience in  engineering
and construction and has been involved in real estate investment and acquisition
activities since 1986 when he joined the Sponsor. Previously, he was Chairman of
the Board and Vice President or President of E & L Associates,  Inc., a provider
of engineering and construction  services to the oil refinery and  petrochemical
industries which he co-founded in 1973. Mr. Lester graduated from the University
of Southern  California in 1956 with a Bachelor of Science  degree in Mechanical
Engineering.

     Wilfred N. Cooper, Jr., age 36, is Executive Vice President, a Director and
a member of the Acquisition Committee of WNC & Associates,  Inc. He is President
of, and a registered principal with, WNC Capital  Corporation,  a member firm of
the NASD,  and is a Director of WNC  Management,  Inc.  He has been  involved in
investment  and  acquisition  activities  with  respect to real estate  since he
joined  the  Sponsor in 1988.  Prior to this,  he served as  Government  Affairs
Assistant with Honda North America in Washington, D.C. Mr. Cooper is a member of
the Advisory Board for LIHC Monthly Report,  a Director of NMHC and an Alternate
Director of NAHB.  He  graduated  from The  American  University  in 1985 with a
Bachelor of Arts degree.

                                       7
<PAGE>

     David N.  Shafer,  age 46, is Senior Vice  President,  a Director,  General
Counsel,  and a member of the Acquisition  Committee of WNC & Associates,  Inc.,
and a  Director  and  Secretary  of WNC  Management,  Inc.  Mr.  Shafer has been
involved in real estate investment and acquisition  activities since 1984. Prior
to joining the Sponsor in 1990, he was  practicing  law with a specialty in real
estate and taxation.  Mr.  Shafer is a Director and President of the  California
Council of Affordable  Housing and a member of the State Bar of California.  Mr.
Shafer graduated from the University of California at Santa Barbara in 1978 with
a Bachelor of Arts  degree,  from the New  England  School of Law in 1983 with a
Juris  Doctor  degree (cum laude) and from the  University  of San Diego in 1986
with a Master of Law degree in Taxation.

     Michael L. Dickenson,  age 42, is Vice President - Finance, Chief Financial
Officer and a member of the Acquisition Committee of WNC & Associates,  Inc. and
Chief  Financial  Officer of WNC  Management,  Inc.  He has been  involved  with
acquisition  and investment  activities  with respect to real estate since 1985.
Prior to joining  the Sponsor in March 1999,  he was the  Director of  Financial
Reporting at  TrizecHahn  Centers  Inc., a developer  and operator of commercial
real estate, from 1995 to 1999, a Senior Manager with E&Y Kenneth Leventhal Real
Estate  Group,  Ernst & Young,  LLP,  from 1988 to 1995,  and Vice  President of
Finance with Great Southwest Companies, a commercial and residential real estate
developer,  from  1985 to  1988.  Mr.  Dickenson  is a member  of the  Financial
Accounting  Standards  Committee  for the  National  Association  of Real Estate
Companies  and the American  Institute of Certified  Public  Accountants,  and a
Director of HomeAid Southern California,  a charitable  organization  affiliated
with the building industry. He graduated from Texas Tech University in 1978 with
a Bachelor of Business  Administration - Accounting  degree,  and is a Certified
Public Accountant.

     Thomas J. Riha, age 44, is Vice  President - Asset  Management and a member
of the Acquisition Committee of WNC & Associates,  Inc. and a Director and Chief
Executive  Officer  of WNC  Management,  Inc.  Mr.  Riha  has been  involved  in
acquisition  and investment  activities  with respect to real estate since 1979.
Prior to joining the  Sponsor in 1994,  Mr.  Riha was  employed by Trust  Realty
Advisor, a real estate acquisition and management company,  last serving as Vice
President - Operations. Mr. Riha graduated from the California State University,
Fullerton  in 1977 with a  Bachelor  of Arts  degree  (cum  laude)  in  Business
Administration  with a  concentration  in Accounting  and is a Certified  Public
Accountant  and  a  member  of  the  American   Institute  of  Certified  Public
Accountants.

     Sy P.  Garban,  age  53,  is  Vice  President  -  National  Sales  of WNC &
Associates, Inc. and has been employed by the Sponsor since 1989. Mr. Garban has
been involved in real estate investment  activities since 1978. Prior to joining
the Sponsor he served as Executive  Vice  President by MRW,  Inc., a real estate
development  and management  firm.  Mr. Garban is a member of the  International
Association of Financial  Planners.  He graduated from Michigan State University
in 1967 with a Bachelor of Science degree in Business Administration.

     N.  Paul  Buckland,  age 36,  is Vice  President  -  Acquisitions  of WNC &
Associates,   Inc.  He  has  been  involved  in  real  estate  acquisitions  and
investments  since 1986 and has been employed with WNC & Associates,  Inc. since
1994.  Prior to that, he served on the development team of the Bixby Ranch which
constructed  apartment  units  and  Class  A  office  space  in  California  and
neighboring states, and as a land acquisition  coordinator with Lincoln Property
Company where he identified and analyzed multi-family developments. Mr. Buckland
graduated from California State University, Fullerton in 1992 with a Bachelor of
Science degree in Business Finance.

                                       8
<PAGE>

     David Turek,  age 44, is Vice President - Originations of WNC & Associates,
Inc. He has been involved  with real estate  investment  and finance  activities
since 1976 and has been employed by WNC & Associates, Inc. since 1996. From 1995
to 1996,  Mr.  Turek served as a  consultant  for a national Tax Credit  sponsor
where he was  responsible  for on-site  feasibility  studies  and due  diligence
analyses of Tax Credit  properties.  From 1990 to 1995,  he was  involved in the
development  of  conventional  and  tax  credit  multi-family  housing.  He is a
Director with the Texas Council for Affordable  Rural Housing and graduated from
Southern Methodist University in 1976 with a Bachelor of Business Administration
degree.

     Kay L. Cooper, age 62, is a Director of WNC & Associates,  Inc. Mrs. Cooper
was the founder and sole proprietor of Agate 108, a manufacturer and retailer of
home  accessory  products,  from 1975 until 1998.  She is the wife of Wilfred N.
Cooper,  Sr.,  the mother of Wilfred  N.  Cooper,  Jr. and the sister of John B.
Lester,  Jr. Ms. Cooper graduated from the University of Southern  California in
1958 with a Bachelor of Science degree.

Item 11.  Executive Compensation

 (1)
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)  Acquisition  fees in an amount  equal to 7.5% of the gross  proceeds of the
Partnership's Offering ("Gross Proceeds") allocable to each of the Local Limited
Partnerships.  Through  December 31, 1998,  the aggregate  amount of acquisition
fees paid was approximately $1,571,600.

(b) An annual  asset  management  fee in an amount  equal to the  greater of (i)
$2,000 for each  Apartment  Complex,  or (ii)  0.275% of Gross  Proceeds.  Asset
management  fees of $59,351,  $57,976 and $23,139  were  incurred  for the years
ended  December 31, 1998,  1997 and the period of July 1, 1996 through  December
31, 1996, respectively of which $30,000 was paid in 1997.

(d) A  subordinated  disposition  fee in an amount equal to 1% of the sale price
received in connection  with the sale or disposition of an Apartment  Complex or
Local  Limited  Partnership  Interest.  Subordinated  disposition  fees  will be
subordinated to the prior return of the Limited Partners' capital  contributions
and  payment of the Return on  Investment  to the Limited  Partners.  "Return on
Investment"  means an annual,  cumulative  but not  compounded,  "return" to the
Limited  Partners  (including  Low Income  Housing  Credits) as a class on their
adjusted capital  contributions  commencing for each Limited Partner on the last
day  of  the  calendar  quarter  during  which  the  Limited  Partner's  capital
contribution is received by the Partnership,  calculated at the following rates:
(i)  13%  through  December  31,  2006,  and  (ii)  6% for  the  balance  of the
Partnerships term. No disposition fees have been paid.

(e) The General  Partner was  allocated Low Income  Housing  Credits of $17,771,
$3,587 and $659 in 1998, 1997 and 1996, respectively.

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<PAGE>

Item 12.  Security Ownership of Certain Beneficial Owners and Management

(a)   Security Ownership of Certain Beneficial Owners

No person is known to own beneficially in excess of 5% of the outstanding Units.

(b)   Security Ownership of Management

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

(c)   Changes in Control

The management and control of the General  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

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



                                       10

<PAGE>

UNIT IV.

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

Financial statements.

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

Exhibits
(3.1):  Articles of  incorporation  and by-laws:  The registrant is not
incorporated.  The  Partnership  Agreement  is  included  as  Exhibit  B to  the
to Post Effective Amentment  No. 6 dated March 25, 1997

(3.2) First Amendment to Agreement of Limited Partnership  included as Exhibit B
to the to Post Effective Amentment No. 6 dated March 25, 1997

Material Contracts

10.1 Blessed  Rock of El Monte filed as exhibit 10.1 to Form 8-K Current  Report
dated September 19, 1996 is herein incorporated by reference as exhibit 10.1.

10.2  Agreement of Limited  Partnership  of Crescent  City  Apartments  filed as
exhibit  10.1 to Form 8-K  Current  Report  dated  September  25, 1996 is herein
incorporated by reference as exhibit 10.2.

10.3 Agreement of Limited  Partnership  of Ashford Place, a Limited  Partnership
filed as exhibit  10.1 to Form 8-K Current  Report  dated  December  31, 1996 is
herein incorporated by reference as exhibit 10.3

10.4  Amended  and  Restated  Agreement  of Limited  Partnership  of Lamar Plaza
Apartments,  L. P.  filed as  exhibit  10.2 to Form  8-K  Current  Report  dated
December 31, 1996 is herein incorporated by reference as exhibit 10.4.

10.5 Amended and Restated  Agreement of Limited  Partnership  of Woodland , Ltd.
filed as exhibit  10.3 to Form 8-K Current  Report  dated  December  31, 1996 is
herein incorporated by reference as exhibit 10.5.

10.6  Amended  and  Restated  Agreement  of  Limited  Partnership  of  Ogallalla
Apartments  I Limited  Partnership  filed as  exhibit  10.1 to Form 8-K  Current
Report  dated  October 15, 1996 is herein  incorporated  by reference as exhibit
10.6.

10.7  Amended  and  Restated  Agreement  of  Limited  Partnership  of Mesa Verde
Apartments, Limited Partnership filed as exhibit 10.1 to Form 8-K Current Report
dated December 31, 1996 is herein incorporated by reference as exhibit 10.7.

10.8  Amended  and  Restated  Agreement  of Limited  Partnership  of D.  Hilltop
Apartments,  Ltd.  filed as exhibit 10.1 to Form 8-K Current  Report dated April
14, 1997 is herein incorporated by reference as exhibit 10.8.

10.9  Amended  and  Restated  Agreement  of  Limited   Partnership  of  Broadway
Apartments Limited  Partnership filed as exhibit 10.1 to Form 8-K Current Report
dated April 10, 1997 is herein incorporated by reference as exhibit 10.9.

10.10 Amended and Restated  Agreement of Limited  Partnership  of Mountain Vista
Limited  Partnership  filed as exhibit 10.1 to Form 8-K Current Report dated May
15, 1997 is herein incorporated by reference as exhibit 10.10.


REPORTS ON 8-K.

Form 8K Current Report was filed December 22, 1998

                                       11
<PAGE>


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

WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4


By:    WNC & Associates, Inc.       General Partner


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

Date: April 13, 1999

By:    /s/    Michael L. Dickenson
     -----------------------------------------------------
Michael L. Dickenson       Vice-President - Chief Financial Officer

Date: April 13, 1999


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

By:    /s/    Wilfred N. Cooper, Sr.
     -----------------------------------------------------
Wilfred N. Cooper, Sr.     Chairman of the Board

Date: April 13, 1999

By:    /s/    John B. Lester, Jr.
     -----------------------------------------------------
John B. Lester, Jr.        Secretary of the Board

Date: April 13, 1999





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