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, 1996

                                       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: 0-21897


                  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

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

NONE

<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>


Item 1.  Business

PART I.

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  ("Local 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".) Wilfred N. Cooper,  Sr., through the Cooper Revocable Trust, owns 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,  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.

On July 1, 1996, 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
December 31, 1996, the  Partnership has received and accepted  subscriptions  in
the  amount  of  $8,386,805  (8,413  Units),  of  which  $187,000  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 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
at the end of the 15-year  period.  If a Local Limited  Partnership is unable to
sell an Apartment Complex, it is anticipated that the Local General Partner will
either continue to operate such Apartment  Complex or take such other actions as
the Local  General  Partner  believes  to be in the best  interest  of the Local
Limited  Partnership.  In  addition,  circumstances  beyond  the  control of the
General  Partner may occur during the Compliance  Period which would require the
Partnership to approve the disposition of an Apartment  Complex prior to the end
thereof.

                                        2
<PAGE>


As of December 31, 1996,  the  Partnership  has invested in three 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, 1996,  one of the  Apartment  Complexes  acquired by the
Partnership was completed and in operation.  Two of the Apartment  Complexes are
still  under  construction.  The  Apartment  Complexes  were  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.


                                        3
<PAGE>

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

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

Ashford Place LP                    100                          0           0%
 Pottawatomie, Oklahoma
Blessed Rock of El Monte            137                          0           0%
 El Monte, California
Crescent City Apartments             55            55           48          88%
 Crescent City, California        _____    __________     ________   __________

                                   292            55           48          100%
                                   ====           ===          ===         ====




<TABLE>

------------------------------------------------------------------------------------------------------------
<S>            <C>          <C>          <C>           <C>            <C>         <C>          <C>
                                                                                               LOCAL
                            ACTUAL OR                                                          LIMITED
                            ESTIMATED    ESTIMATED                                PERMANENT    PARTNER-
               PROJECT      CONSTRUC-    DEVELOPMENT                              MORTGAGE     SHIP'S
LOCAL          NAME AND     TION         COST          NUMBER OF      BASIC       LOAN         ANTICIPATED
LIMITED        NUMBER       COMPLETION   (INCLUDING    APARTMENT      MONTHLY     PRINCIPAL    TAX CREDITS
PARTNERSHIP    OF BUILDING  DATE         LAND COST)    UNITS          RENTS       AMOUNT       (1)
------------------------------------------------------------------------------------------------------------

ASHFORD PLACE  Ashford      December     $813,449      244 1BR units  $360        $2,700,000   $3,901,370
               Place        1997                       109 2BR units  $438        FNBM (5)
               Apartments                              154 3BR units  $506
               7 buildings
               (2)

------------------------------------------------------------------------------------------------------------
BLESSED        Blessed      August       $9,867,800    136     1BR    $402        $2,600,000   $9,147,920
ROCK           Rock of El   1997                       units          $0 (mgr     FENB (3)
               Monte                                   1 2BR unit     unit)
               Apartments                                                         $275,000
                                                                                  EMCRA
               14                                                                 (6)
               buildings
               (4)                                                                $650,000
                                                                                  DCF (7)

------------------------------------------------------------------------------------------------------------
CRESCENT       The Surf     October      $3,251,878    18 Studio      $266        $1,960,000   $2,220,520
CITY           Apartments   1995                       units          $300        CDHCD (9)
                                  37 1BR units
               1 building
               (4)(8)
------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Low Income  Housing  Credits are available over a 10-year  period.  For the
     year in which the credit  first  becomes  available,  SERIES 4 will receive
     only that  percentage of the annual credit which  corresponds to the number
     of months during which SERIES 4 was a limited  partner of the Local Limited
     Partnership,  and during which the  Apartment  Complex was completed and in
     service.  See the discussion  under "The Low Income Housing  Credit" in the
     Prospectus.

                                       4
<PAGE>

(2)  Property designed for both families and senior citizens.

(3)  First National Bank of Michigan (FNBM) will provide the mortgage loan for a
     term of 15  years at an  annual  interest  rate of  13.95%.  Principal  and
     interest will be payable monthly based on a 15-year amortization schedule.

(4)  Property designed for senior citizens.

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

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

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

(8)  Rehabilitation property.


(9)  California  Department of Housing and Community  Development ("CDHCD") will
     provide the mortgage loan for a term of 50 years at an annual interest rate
     of 3%.  Principal and interest will be payable  annually based on a 50-year
     amortization schedule.


Shawnee (ASHFORD PLACE): Shawnee (population 26,800) is in central Oklahoma near
the juncture of  Interstate  Highway 40 and U.S.  Highway 177  approximately  35
miles east of Oklahoma City. The major  employers for Shawnee  residents are TDK
Ferrites (ceramic magnets),  Mobil Chemical,  Wolverine Tube (copper tubing) and
Shawnee Regional Hospital.

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

Crescent City (CRESCENT CITY):  Crescent City  (population  4,000) is the county
seat of Del Norte  County,  California,  and is on the  Pacific  coast  near the
Oregon  border  on U.S.  Highway  101,  approximately  370  miles  north  of San
Francisco. The major employers for Crescent City residents are Pelican Bay State
Prison, Del Norte Unified School District, and Del Norte County.


                                      5
<PAGE>

<TABLE>
-------------------------------------------------------------------------------------------------
<S>            <C>          <C>          <C>             <C>                  <C>
                                 SHARING RATIOS:
LOCAL          LOCAL                     SHARING         ALLOCATIONS (4) AND
LIMITED        GENERAL      PROPERTY     RATIOS:         SALE OR REFINANCING  SERIES 4's CAPITAL
PARTNERSHIP    PARTNERS     MANAGER (1)  CASH FLOW (3)   PROCEEDS (5)         CONTRIBUTION (6)

-------------------------------------------------------------------------------------------------
ASHFORD        The   Cowen  Insignia     WNC:  15%  but  98.99/.01/1          $2,317,180
PLACE          Group,       Management   no  less  than  50/50
               L.L.C        Group (8)    $2,500     per
               (7)                       year
                                         LGP:   67%  of
                                         the balance:
                                         WNC: 25%
                                         LGP: 75%
-------------------------------------------------------------------------------------------------
BLESSED        Everland,    Professional WNC: Greater    98.99/.01/1          $2,581,086 (11)
ROCK           Inc.         Apartment    of 30% or       50/50
               (9)          Management,  $12,000
                            Inc. (10)    LGP: 40% of
                                         the balance
                                         The balance:
                                         50/50
-------------------------------------------------------------------------------------------------
CRESCENT       Crescent     Crescent     WNC:   Greater  99/1                 $1,191,878
CITY           City         City         of              50/50
               Surf,  Inc.  Surf, Inc.   15% or $800
               (12)         (12)         LGP: 40%
                                         The balance:
                                         50/50
-------------------------------------------------------------------------------------------------
</TABLE>


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

(2) Each Local  Limited  Partnership  will pay its Local  General  Partner or an
Affiliate  of its Local  General  Partner a  development  fee in the  amount set
forth,  for  services  incident  to  the  development  and  construction  of the
Apartment Complex, which services include: negotiating the financing commitments
for the  Apartment  Complex;  securing  necessary  approvals and permits for the
development and


                                       6
<PAGE>


construction of the Apartment Complex;  and obtaining  allocations of Low Income
Housing Credits. This payment will be made in installments after receipt of each
installment of the capital contributions made by SERIES 4 (and "SERIES 3" in the
case of BLESSED ROCK).

(3)  Reflects  the amount of the net cash flow from  operations,  if any,  to be
distributed  to SERIES 4 (and SERIES 3 in the case of BLESSED  ROCK) ("WNC") and
the Local General Partner ("LGP") of the Local Limited Partnership for each year
of operations.  Generally,  to the extent that the specific dollar amounts which
are to be paid to WNC are not paid  annually,  they will accrue and be paid from
sale or refinancing proceeds as an obligation of the Local Limited Partnership.

(4) Subject to certain special allocations,  reflects the respective  percentage
interests in profits,  losses and Low Income Housing  Credits of (i) in the case
of BLESSED ROCK and  OGALLALLA (a) SERIES 4 (and SERIES 3 in the case of BLESSED
ROCK),  (b) WNC Housing,  L.P., an Affiliate of the Sponsor which is the special
limited  partner,  and (c) the Local  General  Partner;  and (ii) in the case of
CRESCENT CITY (a) SERIES 4, and (b) the Local General Partner.

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

(6) SERIES 4 (and SERIES 3 in the case of BLESSED  ROCK) will make their capital
contributions to the Local Limited Partnership in stages, with each contribution
due  when  certain  conditions  regarding  construction  or  operations  of  the
Apartment Complex have been fulfilled.  See "Investment  Policies" and "Terms of
the Local Limited  Partnership  Agreements"  under  "Investment  Objectives  and
Policies" in the Prospectus.

(7) The Cowen Group,  L.L.C.  is owned by E. Allen  Cowen II, who has more than
nine  years' experience  in  affordable housing development. The Cowen Group has
represented to Series 4 that, as of August 6, 1996, it had a net worth in excess
of $13,000.

(8) Insignia  Management  Group has more than 10 years'  experience  in property
management.  The company manages in excess of 207,000 apartment units, 51,800 of
which are affordable housing units.

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


                                        7
<PAGE>

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

(11) SERIES 3 will make a capital contribution in the same amount.

(12) Crescent City Surf,  Inc. is a California  corporation  which was formed in
1993.  William L.  Kjelland is the  president  of the  corporation.  He has been
involved in the development and management of five other  subsidized  properties
in California. The corporation has represented to SERIES 4 that its net worth is
negligible.  Construction and operating  deficit  guarantees will be provided by
Mr. Kjelland.  Mr. Kjelland, age 86, has represented to SERIES 4 that, as of May
1, 1996, he had a net worth in excess of $500,000.


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

No matters were  submitted  during the fourth quarter of the fiscal year covered
by this  report to a vote of  security  holders,  through  the  solicitation  of
proxies or otherwise.


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

         PART II.


The  Units are not  traded on a public  exchange  but are being  sold  through a
public  offering.  It is not anticipated that any public market will develop for
the  purchase  and sale of any  Unit.  Units  can be  assigned  only if  certain
requirements in the Partnership  Agreement are satisfied.  At December 31, 1996,
there were 485 Limited  Partners.  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 of $14 to
$2 per unit depending on the month of investment in 1996.


                                        8

<PAGE>


Item 6.  Selected Financial Data


                                                             July 1, 1996
                                                           (Date operations
                                                          commenced) through
                                                           December 31,1996

      Revenue                                                    $15,529

      Partnership operating expenses                             (33,034)  

      Equity in loss of
      Local Limited Partnerships                                 (29,329)
                                                                 ------- 

      Net loss                                                  $(46,834)
                                                                ======== 

      Net loss per Limited
      Partnership Interest                                       $(26.83)
                                                                 ======= 

      Total assets                                            $11,609,334
                                                              ===========

      Net investment in
      Local Limited Partnerships                               $6,700,570
                                                               ==========

      Capital contributions payable to
      Local Limited Partnerships                               $4,267,232
                                                               ==========

      Accrued fees and expenses due to
      affiliates                                                 $291,396
                                                                 ========

      Tax credits per $1,000 invested                            $2 TO $14
                                                                 =========



                                       9
<PAGE>

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


Liquidity and Capital Resources

Overall,  as reflected in its Statement of Cash Flows, the Partnership had a net
increase in cash and cash equivalents of approximately $3,916,700 for the period
ended December 31, 1996. This increase in cash was provided by the Partnership's
financing  activities,  including  the  proceeds  from the  offering.  Cash from
financing  activities  for the period ended  December 31, 1996 of  approximately
$6,457,000 was sufficient to fund the investing activities of the Partnership in
the aggregate  amount of  approximately  $2,544,000  which  consisted of capital
contributions to Local Limited Partnerships, loans to Local Limited Partnerships
and  acquisition  fees  of  approximately   $1,822,900  $100,200  and  $621,300,
respectively.  Cash  provided  and  used  by  the  operating  activities  of the
Partnership  was  minimal  compared  to  its  other  activities.  Cash  provided
consisted  primarily  of  interest  received  on cash  deposits,  and cash  used
consisted  primarily  of payments for  operating  fees and  expenses.  The major
components of all these activities are discussed in greater detail below.


The  Partnership  is  indebted  to  WNC &  Associates,  Inc.  in the  amount  of
approximately $291,400. The component items of such indebtedness are as follows:

     Acquisition  fees                                 $21,300
     Advances  made for  acquisition  costs, 
      organizational,  offering  and 
      selling expenses                                $221,800 
     Advance from affiliate for property deposit        26,100
     Asset management fees                             $23,200

As of April 14, 1997 and  December 31, 1996,  the  Partnership  had received and
accepted  subscription  funds in the  amount of  approximately  $14,206,000  and
8,318,000,  respectively of which $217,000 and 187,000 is represented by Limited
Partner   promissory   notes.   The  following   information   pertains  to  the
Partnership's investments in to Local Limited Partnerships:

<TABLE>
<CAPTION>
                                                     April 14, 1997       December 31, 1996
                                                     Approximately        Approximately
<S>                                                  <C>                  <C>
Capital contributions made to
   Local Limited Partnerships                        $7,152,410           $1,822,911
Commitments for additional Capital
  contributions made to Local Limited Partnerships    6,462,866            4,267,232
Loans outstanding to Local Limited Partnerships          51,900              126,381
</TABLE>

                                       10
<PAGE>

Prior to sale of the  Apartment  Complexes,  it is not expected  that any of the
Local Limited  Partnerships in which the Partnership has invested or will invest
will generate cash from operations  sufficient to provide  distributions  to the
Limited  Partners in any material  amount.  Such cash from  operations,  if any,
would first be used to meet  operating  expenses of the  Partnership,  including
payment of the asset management fee to the General Partner.  As a result,  it is
not anticipated that the Partnership  will provide  distributions to the Limited
Partners prior to the sale of the Apartment Complexes ,if ever.


The Partnership's investments will not be readily marketable and may be affected
by adverse  general  economic  conditions  which, in turn,  could  substantially
increase the risk of operating  losses for the  Apartment  Complexes,  the Local
Limited  Partnerships  and the  Partnership.  These  problems  may result from a
number of factors,  many of which cannot be controlled  by the General  Partner.
Nevertheless,  the General Partner anticipates that capital raised from the sale
of the Units will be sufficient to fund the Partnership's investment commitments
and proposed operations.

The  Partnership  will  establish  working  capital  reserves  of at least 3% of
capital  contributions,  an amount  which is  anticipated  to be  sufficient  to
satisfy general working capital and administrative  expense  requirements of the
Partnership  excluding  payment of the asset  management fee as well as expenses
attendant to the preparation of tax returns and reports to the Limited  Partners
and other investor  servicing  obligations of the Partnership.  Liquidity would,
however,  be adversely  affected by  unanticipated  or greater than  anticipated
operating costs. The Partnership's  liquidity could also be affected by defaults
or delays in payment of the Limited  Partners'  promissory  notes,  from which a
portion of the working capital reserves is expected to be funded.  To the extent
that working capital reserves are insufficient to satisfy the cash  requirements
of the  Partnership,  it is anticipated  that  additional  funds would be sought
through bank loans or other  institutional  financing.  The General  Partner may
also apply any cash distributions received

                                       11

<PAGE>



from the  Local  Limited  Partnerships  for such  purposes  or to  replenish  or
increase working capital reserves.

Under its  Partnership  Agreement the  Partnership  does not have the ability to
assess the Limited  Partners for  additional  capital  contributions  to provide
capital if needed by the Partnership or Local Limited Partnerships. Accordingly,
if  circumstances  arise that cause the Local  Limited  Partnerships  to require
capital  in  addition  to that  contributed  by the  Partnership  and any equity
contributed by the general partners of the Local Limited Partnerships,  the only
sources from which such capital  needs will be able to be satisfied  (other than
the limited reserves available at the Partnership level) will be (i) third-party
debt  financing  (which may not be  available,  if, as expected,  the  Apartment
Complexes  owned by the Local  Limited  Partnerships  are already  substantially
leveraged),  (ii)  additional  equity  contributions  or advances of the general
partners of the Local Limited  Partnerships,  (iii) other equity  sources (which
could adversely affect the Partnership's  interest in Housing Tax Credits,  cash
flow and/or  proceeds of sale or  refinancing  of the  Apartment  Complexes  and
result in adverse tax consequences to the Limited Partners), or (iv) the sale or
disposition  of the  Apartment  Complexes  (which  could  have the same  adverse
effects as discussed in (iii) above).  There can be no assurance that funds from
any of such sources would be readily available in sufficient amounts to fund the
capital requirement of the Local Limited Partnerships in question. If such funds
are not  available,  the Local Limited  Partnerships  would risk  foreclosure on
their Apartment  Complexes if they were unable to renegotiate the terms of their
first  mortgages  and any other debt secured by the  Apartment  Complexes to the
extent the capital requirements of the Local Limited Partnerships relate to such
debt.

The  Partnership's  capital  needs and  resources  are expected to undergo major
changes  during  their  first  several  years of  operations  as a result of the
completion  of its  offering  of  Units  and  its  acquisition  of  investments.
Thereafter,  the  Partnership's  capital  needs and resources are expected to be
relatively  stable over the  holding  periods of the  investments  except to the
extent of proceeds received in payment of Local Limited  Partnership  promissory
notes and disbursed to fund the deferred obligations of the Partnership.

Results of Operations

As reflected on its  Statements of  Operations,  the  Partnership  had a loss of
$46,834 for the period ended December 31, 1996.  The component  items of revenue
and expense are discussed below.

Revenue.  The  Partnership's  revenue  consists  entirely of interest  earned on
Limited   Partner   promissory   notes  and  cash  deposits  held  in  financial
institutions  (i) as  reserves,  or (ii)  pending  investment  in Local  Limited
Partnerships.  Interest revenue in future years will be a function of prevailing
interest  rates and the  amount of cash  balances.  It is  anticipated  that the
Partnership will maintain cash reserves in an amount not materially in excess of
the minimum amount required by its Partnership Agreement, which is 3% of capital
contributions.

Expenses. The most significant component of operating expenses is expected to be
the asset  management fee. The asset  management fees is equal to the greater of
(i) $2,000 for each Apartment Complex or (ii) 0.275% of gross proceeds, and will
be decreased or increased annually based on changes to the Consumer Price Index.
Management fees of $23,139 were incurred for the period ended December 31, 1996.

Amortization  expense consist of the  amortization  over a period of 30 years of
acquisition  fees and other expenses  attributable  to the  acquisition of Local
Limited Partnership investments.


                                       12

<PAGE>



Item 8.  Financial Statements and Supplementary Data





















                 WNC HOUSING TAX CREDIT FUND, V, L.P., SERIES 4
                       (A California Limited Partnership)

                              FINANCIAL STATEMENTS

                  For The Period July 1, 1996 (Date Operations
                         Commenced) to December 31, 1996

                                      with

                      INDEPENDENT AUDITORS' REPORT THEREON



<PAGE>
















                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------



To the Partners
WNC Housing Tax Credit Fund V, L.P., Series 4


We have audited the accompanying balance sheet of WNC Housing Tax Credit Fund V,
L.P.,  Series 4 (a California  Limited  Partnership)  (the  "Partnership") as of
December 31, 1996, and the related  statements of operations,  partners'  equity
(deficit) and cash flows for the period July 1, 1996 (date operations commenced)
to December 31, 1996. 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.  We did  not  audit  the  financial
statements  of one of the three  limited  partnerships  in which WNC Housing Tax
Credit  Fund V,  L.P.,  Series  4 is a  limited  partner.  This  investment,  as
discussed in Note 3 to the financial statements,  is accounted for by the equity
method. The investment in this limited partnership  represented 10% of the total
assets of WNC Housing Tax Credit Fund V, L.P.,  Series 4 at December  31,  1996.
The  financial  statements  of this  limited  partnership  was  audited by other
auditors whose report has been  furnished to us, and our opinion,  insofar as it
relates to the amounts included for this limited partnership, is based solely on
the report of the other auditors.

We conducted our audit in accordance with generally accepted auditing standards.
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  report  of the  other  auditors  provide a
reasonable basis for our opinion.

In our  opinion,  based on our audit and the report of the other  auditors,  the
1996  financial  statements  referred to above present  fairly,  in all material
respects,  the financial position of WNC Housing Tax Credit Fund V, L.P., Series
4 (a California Limited Partnership) as of December 31, 1996, and the results of
its operations  and its cash flows for the period July 1, 1996 (date  operations
commenced) to December 31, 1996 in conformity with generally accepted accounting
principles.



                                                 /s/ CORBIN & WERTZ
                                                 ___________________

                                                 CORBIN & WERTZ

Irvine, California
April 14, 1997



<PAGE>


                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)


                                  BALANCE SHEET

                                December 31, 1996




                                     ASSETS

Cash and cash equivalents                                      $   3,916,658
Subscriptions receivable (Note 7)                                    861,250
Loans receivable (Note 2)                                            126,381
Investments in limited partnerships (Note 3)                       6,700,570
Other assets                                                           4,475
                                                                       -----

                                                               $  11,609,334
                                                               =============

                   LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
  Payables to limited partnerships (Note 5)                    $   4,267,232
  Due to General Partner and affiliates
   (Note 4)                                                          291,396
                                                                     -------

     Total liabilities                                             4,558,628
                                                                   ---------

Commitments and contingencies (Note 8)

Partners' equity (deficit):
  General partner                                                    (11,401)
  Limited partners (25,000 units authorized;
   8,413 units outstanding)                                        7,062,107
                                                                   ---------

     Total partners' equity                                        7,050,706
                                                                   ---------

                                                               $  11,609,334
                                                               =============

                
                 See accompanying notes to financial statements
                                      FS-2



<PAGE>


                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)


                             STATEMENT OF OPERATIONS

                  For The Period July 1, 1996 (Date Operations
                         Commenced) to December 31, 1996





Interest income                                                 $    15,529
                                                                -----------
Operating expenses:
  Amortization                                                        2,851
  Management fees (Note 4)                                           23,139
  Other                                                               7,044
                                                                      -----

     Total operating expenses                                        33,034
                                                                     ------

Loss from operations                                                (17,505)

Equity in losses from limited partnerships
 (Note 3)                                                           (29,329)
                                                                    ------- 

     Net loss                                                   $   (46,834)
                                                                =========== 

Net loss allocated to:
  General partner                                               $      (468)
                                                                =========== 
  Limited partners                                              $   (46,366)
                                                                =========== 

Net loss per weighted limited partner units                     $    (26.83)
                                                                =========== 

Outstanding weighted limited partner units                            1,728
                                                                      =====

               
                 See accompanying notes to financial statements
                                      FS-3


<PAGE>


                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)


                     STATEMENT OF PARTNERS' EQUITY (DEFICIT)

                For The Period From July 1, 1996 (Date Operations
                         Commenced) to December 31, 1996




<TABLE>
<CAPTION>
                                          General             Limited
                                          Partner            Partners              Total

<S>                                   <C>               <C>                <C>          
Capital contributions                 $      100        $        900       $      1,000

Sale of limited partnership units, 
 net of discount of $26,195                 ---            8,386,805          8,386,805

Offering expenses                        (11,033)         (1,092,232)        (1,103,265)

Capital issued for notes
 receivable (Note 7)                        ---             (187,000)          (187,000)

Net loss                                    (468)            (46,366)           (46,834)
                                            ----             -------            ------- 

Equity (deficit)
 December 31, 1996                    $  (11,401)       $  7,062,107       $  7,050,706
                                      ==========        ============       ============

              
</TABLE>
                 See accompanying notes to financial statements
                                      FS-4


<PAGE>


                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)


                             STATEMENT OF CASH FLOWS

                For The Period From July 1, 1996 (Date Operations
                         Commenced) to December 31, 1996

Cash flows from operating activities:
  Net loss                                                         $   (46,834)
  Adjustments to reconcile net loss to net
   cash provided by operating activities:
    Amortization                                                         2,851
    Equity in loss of limited partnerships                              29,329
    Management fees incurred                                            23,139
    Change in other assets                                              (4,475)
                                                                        ------ 
  Net cash provided by operating activities                              4,010
                                                                         =====
Cash flows from investing activities:
  Investments in limited partnerships                               (1,822,912)
  Loans receivable                                                    (100,226)
  Acquisition fees                                                    (621,335)
                                                                      -------- 
  Net cash used in investing activities                             (2,544,473)
                                                                    ---------- 
Cash flows from financing activities:
  Capital contributions from partners                                7,339,555
  Offering expenses                                                   (882,434)
                                                                      -------- 
  Net cash provided by financing activities                          6,457,121
                                                                     ---------
Net increase in cash and cash equivalents                            3,916,658

Cash and cash equivalents, beginning of period                          ---

Cash and cash equivalents, end of period                           $ 3,916,658
                                                                   ===========

SUPPLEMENTAL  DISCLOSURE  OF CASH FLOW  INFORMATION  Cash paid during the period
  for:
    Interest                                                       $    ---
                                                                   ===========
    Income taxes                                                   $    ---
                                                                   =========== 
SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES:

During the period ended December 31, 1996, the Partnership incurred, but did not
pay, $21,271 of payables to affiliates for acquisition fees (see Note 4).

During the period ended December 31, 1996, the Partnership incurred, but did not
pay,  $4,267,232 of payables to limited  partnerships  (in  connection  with its
investments in limited partnerships (see Note 5).

During the period ended December 31, 1996, the Partnership incurred, but did not
pay, $220,831 of payables to an affiliate for offering and acquisition  expenses
(see Note 4).

As of December  31, 1996,  $861,250 of capital  contributions  were  recorded as
subscriptions receivable.



                 See accompanying notes to financial statements
                                      FS-5


<PAGE>


                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)


During  1996,  the  Partnership  had  incurred,  but did  not  pay,  $23,139  in
management fees (see Note 4).

During the period ended December 31, 1996, the Partnership incurred, but did not
pay, $26,155 in payable to an affiliate for a property deposit.


                 See accompanying notes to financial statements
                                      FS-6


<PAGE>


                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)


                          NOTES TO FINANCIAL STATEMENTS

                For The Period From July 1, 1996 (Date Operations
                         Commenced) To December 31, 1996



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

WNC  Housing Tax Credit Fund V, L.P.,  Series 4 (the  "Partnership")  was formed
under the  California  Revised  Limited  Partnership  Act on July 26, 1995,  and
commenced operations on July 1, 1996. Prior to July 1, 1996, the Partnership was
considered a development-stage  enterprise. 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 general partner is WNC Tax Credit Partners, V, L.P. (the "General
Partner"), a California limited partnership.  WNC & Associates, Inc. is the
general partner of the WNC Tax Credit Partners V, L.P.  Wilfred N. Cooper,
Sr., through the Cooper Revocable Trust, owns 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, 30% of the
outstanding stock of WNC & Associates, Inc.

Pursuant to the  Partnership  Agreement,  the  Partnership is authorized to sell
25,000 Units at $1,000 per Unit (the "Units") of which 8,413 Units in the amount
of $8,413,000,  net of $26,195 of discounts for volume purchases,  had been sold
as of December  31,  1996.  The General  Partner has a 1% interest in  operating
profits  and  losses,  taxable  income  and  loss  and  in  cash  available  for
distribution  from the  Partnership.  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  a
subordinated  disposition  fee (as described in Note 4), 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.

The Partnership's  investments in limited  partnerships are subject to the risks
incident to the management and ownership of multifamily residential real estate,
and  include  the risks  that  neither  the  Partnership's  investments  nor the
apartment   complexes  owned  by  the  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 limited  partnerships.  The value of the
Partnership's  investments  will be subject to  changes  in  national  and local
economic conditions,  including unemployment  conditions,  which could adversely
impact vacancy levels, rental payment defaults and operating expenses.  This, in
turn,  could  substantially  increase  the  risk  of  operating  losses  for the
apartment  complexes  and the  Partnership.  The  apartment  complexes  could be
subject to loss through  foreclosure.  In addition,  each 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 general
partners of the limited partnerships, there can be no assurance that Partnership
operations will be profitable or that the  anticipated  housing tax credits will
be available to limited partners.


Continued

                                      FS-7


<PAGE>


                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)


                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Period From July 1, 1996 (Date Operations
                         Commenced) To December 31, 1996



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

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 limited partnership's results of operations and for
any distributions  received. The accounting policies of the limited partnerships
are  consistent  with the  Partnership.  Costs  incurred by the  Partnership  in
acquiring the investments in limited partnerships are capitalized as part of the
investment and amortized over 30 years (see Note 4).

Losses  from  limited  partnerships  allocated  to the  Partnership  will not be
recognized to the extent that the  investment  balance  would be adjusted  below
zero.

Cash and Cash Equivalents

The partnership considers highly liquid investments with remaining maturities of
three months or less when purchased to be cash equivalents.

Concentration of Credit Risk

At December  31,  1996,  the  Partnership  maintained  cash  balances at certain
financial institutions in excess of the federally insured maximum.

Offering Expenses

Offering expenses consist of underwriting  commissions,  dealer-management fees,
legal fees,  printing,  filing and recordation fees, and other costs incurred in
connection with the selling of limited partnership interests in the Partnership.
The General Partner is obligated to pay all offering and  organization  costs in
excess of 14.5%  (including sales  commissions) of the total offering  proceeds.
Offering  expenses are reflected as a reduction of limited partners' capital and
for the period ended  December  31,  1996,  the  Partnership  incurred  offering
expenses and selling expenses of $490,805 and $612,460, respectively.

Use of Estimates

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

Net loss per limited partner unit is computed by dividing the limited  partners'
share of net loss by the weighted  number of limited  partner units  outstanding
during the period.


Continued

                                      FS-8


<PAGE>


                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)


                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Period From July 1, 1996 (Date Operations
                         Commenced) To December 31, 1996


NOTE 2 - LOANS RECEIVABLE

Loans receivable  represent amounts loaned by the Partnership to certain limited
partnerships in which the  Partnership  may invest.  These loans will be applied
against  the  first  capital  contribution  due  if the  Partnership  ultimately
acquires a limited partnership  interest. In the event that the Partnership does
not  acquire a limited  partnership  interest,  the loans are to be repaid  with
interest at a rate which is equal to the rate  charged to the holder  (10.25% at
December 31, 1996).  Loans receivable with a balance of $126,381 at December 31,
1996 were collectible from two limited  partnerships  acquired in 1997 (see Note
8).

NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS

As of December 31,  1996,  the  Partnership  had  acquired  limited  partnership
interests  in  three  limited  partnerships,  each of which  owns one  apartment
complex. As of December 31, 1996,  construction and rehabilitation of two of the
apartment  complexes  had been  partially  completed  and the  other  had  begun
operations.  The respective general partners of the limited  partnerships manage
the day to day  operations  of the  limited  partnerships.  Significant  limited
partnership  business  decisions  require the approval of the  Partnership.  The
Partnership,  as a limited  partner,  is entitled to 99%,  as  specified  in the
partnership  agreements,  of the  operating  profits  and losses of the  limited
partnerships upon its acquisition of its limited partnership interests.

The  Partnership  investments  in  the  limited  partnerships  as  shown  in the
accompanying balance sheet as of December 31, 1996 are approximately  $4,908,000
greater  than the  Partnership's  equity as shown in the  limited  partnerships'
financial  statements.  This  difference is primarily due to  acquisition  costs
related to the acquisition of the investments  that have been capitalized in the
Partnership's investment account and are being amortized over 30 years (see Note
4) and certain capital contributions accrued but not paid (see Note 5).

Following  is a summary of the equity  method  activity  of the  investments  in
limited partnerships for the year ended December 31, 1996:

Investments per balance  sheet, beginning of period             $     ---

Capital contributions to limited partnerships                      1,822,912

Capital contributions payable to limited
 partnerships                                                      4,267,232

Capitalized acquisition fees and costs                               642,606

Amortization of acquisition fees and costs                           (2,851)

Equity in losses of limited partnerships                            (29,329)
                                                                    ------- 
Investments per balance sheet, end of period                    $  6,700,570
                                                                ============
Continued

                                      FS-9


<PAGE>


                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)


                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Period From July 1, 1996 (Date Operations
                         Commenced) To December 31, 1996


NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued

Approximate  combined  condensed  financial   information  from  the  individual
financial statements of the limited partnerships as of December 31, 1996 and for
the period then ended is as follows:

                        COMBINED CONDENSED BALANCE SHEET

                                     ASSETS

Land                                                             $ 1,515,000
Construction in progress                                           1,759,000
Buildings, net of accumulated depreciation
 of $62,000                                                        2,564,000
Due from related parties                                             256,000
Other assets                                                         742,000
                                                                     -------
                                                                 $ 6,836,000
                                                                 ===========

                        LIABILITIES AND PARTNERS' EQUITY

Liabilities:
  Construction and mortgage loans payable                       $  3,017,000
  Other liabilities (including due to related
   parties of $274,000)                                              419,000
                                                                     -------
     Total liabilities                                             3,436,000
                                                                   ---------
Partners' equity:
  WNC Housing Tax Credit Fund V, L.P., Series 4                    1,793,000
  WNC Housing Tax Credit Fund V, L.P., Series 3                    1,291,000
  Other partners                                                     316,000
     Total partners' equity                                        3,400,000
                                                                   ---------
                                                                $  6,836,000
                                                                ============

                   COMBINED CONDENSED STATEMENT OF OPERATIONS

Total revenue                                                   $     62,000
                                                                ------------
Expenses:
  Operating expenses                                                  36,000
  Interest expense                                                    19,000
  Depreciation                                                        34,000
                                                                      ------
     Total expenses                                                   89,000
                                                                      ------
Net loss                                                        $    (27,000)
                                                                ============ 
Net loss allocable to Partnership                               $    (29,000)
                                                                ============ 

In the event these  limited  partnerships  continue to incur  operating  losses,
additional  capital  contributions by the Partnership may be required to sustain
operations of such limited partnerships. If additional capital contributions are
not made when they are required, the Partnership's investment in certain of such
limited partnerships could be impaired.


Continued

                                      FS-10

<PAGE>


                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)


                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Period From July 1, 1996 (Date Operations
                         Commenced) To December 31, 1996



NOTE 4 - RELATED PARTY TRANSACTIONS

Under the terms of the  Partnership  Agreement,  the Partnership 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
         Partnership  units as compensation for services  rendered in connection
         with the acquisition of limited partnerships.  As of December 31, 1996,
         the  Partnership  incurred  acquisition  fees of $582,690.  Accumulated
         amortization was insignificant for 1996.

         Reimbursement  of costs incurred by an affiliate of the General Partner
         in  connection  with the  acquisition  of limited  partnerships.  These
         reimbursements will not exceed 1% of the gross proceeds. As of December
         31, 1996, the Partnership  incurred  acquisition costs of $59,916 which
         have been  included  in  limited  partnership  investment.  Accumulated
         amortization was insignificant for 1996.

         An  annual  asset  management  fee equal to the  greater  amount of (i)
         $2,000 for each apartment 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  (defined as the
         Partnership's  capital  contributions plus its allocable  percentage of
         the mortgage debt  encumbering the apartment  complexes) of the limited
         partnerships. The Partnership incurred asset management fees of $23,139
         for the period ended December 31, 1996.

         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 return on investment  (as defined in the
         Partnership  Agreement) and is payable only if services are rendered in
         the sales effort.

Due to General Partner and affiliates on the accompanying balance sheet consists
of the following at December 31, 1996:

     Acquisition fees                                          $    (21,271)

     Advances made for acquisition costs, and
      organizational, offering and selling
      expenses                                                     (220,831)

     Advance from affiliate for property deposit                    (26,155)

     Management fees                                                (23,139)
                                                                    ------- 
                                                               $   (291,396)
                                                               ============ 


Continued

                                      FS-11


<PAGE>



                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)


                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For The Period From July 1, 1996 (Date Operations
                         Commenced) To December 31, 1996



NOTE 5 - PAYABLES TO LIMITED PARTNERSHIPS

Payables  to limited  partnerships  represent  amounts  which are due at various
times based on conditions specified in the limited partnership agreements. These
contributions are non-interest  bearing, are payable in installments and are due
upon the  limited  partnerships  achieving  certain  development  and  operating
benchmarks (generally within two years of the Partnership's initial investment).

NOTE 6 - INCOME TAXES

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

NOTE 7 - SUBSCRIPTIONS AND NOTES RECEIVABLE

As of December 31, 1996, the  Partnership had received  subscriptions  for 1,049
units  consisting  of  receivables  of $861,250,  net of discounts of $750,  and
promissory  notes of $187,000.  Limited  partners who subscribed for ten or more
units of limited  partnership  interest  ($10,000) could elect to pay 50% of the
purchase price in cash upon  subscription  and the remaining 50% by the delivery
of a promissory  note payable,  with interest at the rate of 9.75% per annum and
due no later than 13 months after the subscription  date. Since the subscription
receivables were collected subsequent to year-end, the Partnership has reflected
such amounts as capital contributions and an asset in the accompanying financial
statements  as of December 31,  1996.  Since the  promissory  notes had not been
collected prior to issuance of the financial statements,  the unpaid balance has
been reflected as a reduction of limited  partners'  equity in the  accompanying
financial statements.

NOTE 8 - COMMITMENTS AND CONTINGENCIES

Subsequent  to  December  31,  1996,  the  Partnership   acquired  five  limited
partnership   interests   which   required   capital   contributions    totaling
approximately $6,607,000, of which $126,381 has been advanced as of December 31,
1996.  (see Note 2). The  Partnership  is  negotiating to acquire two additional
limited  partnership  interests which would commit the Partnership to additional
capital contributions of approximately $970,000.

NOTE 9 - SUBSEQUENT EVENT

The Company has received subscriptions for an additional 5,793 units.



                                      FS-12
<PAGE>



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

None.

Item 10.  Directors and Executive Officers of the Registrant

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

Directors and Executive Officers of WNC & Associates, Inc

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

WILFRED  N.  COOPER,  SR.,  age 65,  has been the  principal  shareholder  and a
Director of WNC & ASSOCIATES,  INC. since its  organization  in 1971, of SHELTER
RESOURCE  CORPORATION since its organization in 1981 and of WNC RESOURCES,  INC.
from its organization in 1988 through its acquisition by WNC & ASSOCIATES,  INC.
in 1991,  serving  as  President  of  those  companies  until  1992 and as Chief
Executive Officer since 1992, and has been a Director of WNC CAPITAL CORPORATION
since its organization. He is also a general partner with WNC & ASSOCIATES, INC.
in WNC FINANCIAL GROUP,  L.P. and WNC TAX CREDIT PARTNERS,  L.P. During 1970 and
1971  he  was  a  principal  of  Creative  Equity  Development  Corporation,   a
predecessor of WNC & ASSOCIATES,  INC., and of Creative  Equity  Corporation,  a
real estate investment firm. For 12 years prior to that, Mr. Cooper was employed
by Rockwell  International  Corporation,  last serving as its manager of housing
and urban  developments.  Previously,  he had  responsibility  for new  business
development including factory-built housing evaluation and project management in
urban  planning and  development.  Mr.  Cooper is a Director and a member of the
Executive Committee of the National  Association of Home Builders ("NAHB") and a
Chairman of the NAHB's Rural Housing Council, a Director of the National Housing
Conference,  a Director of the Affordable  Housing Tax Credit Coalition,  a past
President  of the Rural  Builders  Council  of  California  ("RBCC")  and a past
President of Southern  California  Chapter II of the Real Estate Syndication and
Securities  Institute ("RESSI") of the National Association of Realtors ("NAR").
Mr. Cooper graduated from Pomona College in 1956 with a Bachelor of Arts degree.

JOHN B. LESTER, JR., age 62, has been a shareholder, a Director and Secretary of
WNC & ASSOCIATES,  INC. since 1986,  Executive Vice President from 1986 to 1992,
and President and Chief Operating Officer since 1992, and has been a Director of
WNC CAPITAL CORPORATION since its organization. He was a shareholder,  Executive
Vice  President,  Secretary  and a Director  of WNC  RESOURCES,  INC.  from 1988
through its acquisition by WNC & ASSOCIATES,  INC. in 1991. From 1973 to 1986 he
was Chairman of the Board and Vice  President or President of E & L  Associates,
Inc., a provider of engineering  and  construction  services to the oil refinery
and petrochemical industries which he co-founded in 1973. Mr. Lester is a former
Director of the Los Angeles  Chapter of the  Associated  General  Contractors of
California.  His  responsibilities  at WNC & ASSOCIATES,  INC.  include property
acquisitions and company operations. Mr. Lester graduated from the University of
Southern  California  in 1956 with a Bachelor  of Science  degree in  Mechanical
Engineering.


<PAGE>

DAVID N. SHAFER,  age 44, has been a Senior Vice  President of WNC & ASSOCIATES,
INC. since 1992 and General  Counsel since 1990, and served as Asset  Management
Director from 1990 to 1992.  Previously he was employed as an associate attorney
by the law firms of Morinello,  Barone,  Holden & Nardulli from 1987 until 1990,
Frye,  Brandt & Lyster  from 1986 to 1987 and Simon  and  Sheridan  from 1984 to
1986.  Mr.  Shafer is a Director and President of RBCC, a member of NAHB's Rural
Housing Council, a past President of Southern  California Chapter II of RESSI, a
past Director of the Council of Affordable and Rural Housing and Development and
a  member  of the  State  Bar of  California.  Mr.  Shafer  graduated  from  the
University  of  California  at Santa  Barbara  in 1978 with a  Bachelor  of Arts
degree,  from the New England  School of Law in 1983 with a Juris Doctor  degree
and from the  University  of San Diego in 1986  with a Master  of Law  degree in
Taxation.

WILFRED N. COOPER,  JR.,  age 33, has been  employed by WNC &  ASSOCIATES,  INC.
since 1988 and has been a Senior Vice  President or Vice  President  since 1992.
Mr.  Cooper heads the  Acquisition  Origination  department  at WNC and has been
President of and a registered principal with WNC CAPITAL  CORPORATION,  a member
firm of the NASD,  since its  organization.  Previously,  he was  employed  as a
government  affairs assistant by Honda North America from 1987 to 1988, and as a
legal assistant with respect to Federal  legislative  and regulatory  matters by
the law firm of Schwartz,  Woods and Miller from 1986 to 1987.  Mr.  Cooper is a
member of NAHB's Rural Housing  Council and serves as Chairman of its Membership
Committee.  Mr.  Cooper  graduated  from The American  University in 1985 with a
Bachelor of Arts degree.

THEODORE M. PAUL, age 40, has been Vice President - Finance of WNC & ASSOCIATES,
INC. since 1992 and Chief  Financial  Officer since 1990.  Previously,  he was a
Vice President and Chief Financial Officer of National  Partnership  Investments
Corp.,  a sponsor and general  partner of syndicated  partnerships  investing in
affordable rental housing  qualified for tax credits,  from 1986 until 1990, and
was  employed as an associate  by the  accounting  firms of Laventhol & Horwath,
during 1985,  and Mann & Pollack  Accountants,  from 1979 to 1984. Mr. Paul is a
member  of the  California  Society  of  Certified  Public  Accountants  and the
American Institute of Certified Public Accountants.  His responsibilities at WNC
& ASSOCIATES,  INC. include supervision of investor  partnership  accounting and
tax  reporting  matters and  monitoring  the  financial  condition  of the Local
Limited  Partnerships in which the Partnership  will invest.  Mr. Paul graduated
from the University of Illinois in 1978 with a Bachelor of Science degree and is
a Certified Public Accountant in the State of California.


<PAGE>

THOMAS J. RIHA,  age 41, has been Vice  President  - Asset  Management  of WNC &
ASSOCIATES, INC. since 1994. He has more than 17 years' experience in commercial
and multi-family real estate investment and management. Previously, Mr. Riha was
employed by Trust  Realty  Advisor,  a real estate  acquisition  and  management
company,  from 1988 to 1994,  last serving as Vice  President - Operations.  His
responsibilities at WNC & ASSOCIATES, INC. include monitoring the operations and
financial  performance of, and regulatory  compliance by,  properties in the WNC
portfolio. Mr. Riha graduated from the California State University, Fullerton in
1977 with a Bachelor of Arts degree (cum laude) in Business  Administration with
a concentration in Accounting and is a Certified Public  Accountant in the State
of  California  and a member  of the  California  Society  of  Certified  Public
Accountants and the American Institute of Certified Public Accountants.

SY GARBAN,  age 50, has 19 years'  experience in the real estate  securities and
syndication industry. He has been associated with WNC & ASSOCIATES,  INC., since
1989,  serving as National  Sales  Director  through 1992 and as Vice  President
National Sales since 1992.  Previously,  he was employed by MRW,  Inc.,  Newport
Beach, California from 1980 to 1989, a real estate acquisition,  development and
management  firm.  Mr. Garban is a member of the  International  Association  of
Financial Planners.  Mr. Garban graduated from Michigan State University in 1967
with a Bachelor of Science degree in Business Administration.

CARL FARRINGTON,  age 50, has been associated with WNC & ASSOCIATES,  INC. since
1993,  currently  serving as Director - Originations  since 1994. Mr. Farrington
has more than 12 years'  experience  in finance  and real  estate  acquisitions.
Previously,  he served as Acquisitions Director for The Arcand Company from 1991
to 1993, and as Treasurer and Director of Finance and Administrator for Polytron
Corporation  from 1988 to 1991.  Mr.  Farrington is a member and Director of the
Council  of  Affordable  and  Rural  Housing  and  Development.  Mr.  Farrington
graduated from Yale  University  with a Bachelor of Arts degree in 1966 and from
Dartmouth College with a Master of Business Administration in 1970.

MICHELE M. TAYLOR,  age 41, has been  employed by WNC & ASSOCIATES,  INC.  since
1986,  serving as a paralegal and office manager,  and currently is the Investor
Services  Director.  Previously she was  self-employed  between 1982 and 1985 in
non-financial  services  activities  and from 1978 to 1981 she was employed as a
paralegal by a law firm which  specialized  in real estate  limited  partnership
transactions.  Ms. Taylor graduated from the University of California, Irvine in
1976 with a Bachelor of Arts degree.

THERESA I. CHAMPANY, age 38, has been employed by WNC & ASSOCIATES,  INC., since
1989 and currently is the Marketing Services Director and a registered principal
with WNC  CAPITAL  CORPORATION.  Previously,  she was  employed  as  Manager  of
Marketing  Services  by August  Financial  Corporation  from 1986 to 1989 and as
office manager and Assistant to the Vice  President of Real Estate  Syndications
by  McCombs  Securities  Co.,  Inc.  from 1979 to 1986.  Ms.  Champany  attended
Manchester (Conn.) Community College from 1976 to 1978.

KAY L.  COOPER,  age 59, has been an officer and  Director of WNC &  ASSOCIATES,
INC. since 1971 and of WNC RESOURCES,  INC. from 1988 through its acquisition by
WNC & ASSOCIATES, INC. in 1991. Mrs. Cooper has also been the sole proprietor of
Agate 108, a manufacturer and retailer of home accessory  products,  since 1975.
She is the wife of Wilfred N. Cooper,  Sr., the mother of Wilfred N. Cooper, Jr.
and the sister of John B. Lester,  Jr. Mrs. Cooper graduated from the University
of Southern California in 1958 with a Bachelor of Science degree.


<PAGE>

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, 1996,  the aggregate  amount of acquisition
fees paid was approximately $582,700.

(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  fee of  $23,139  was  incurred  for the  period  of July 1, 1996 and
December 31, 1996.

(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  Parners.  "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 $659 in
1996.


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.


<PAGE>

(c)   Changes in Control

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

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


Item 13.  Certain Relationships and Related Transactions

All of the  Partnership's  affairs are managed by the General  Partner,  through
Associates.  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.


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

Report of independent public accountants

Balance sheets as of December 31, 1996.

Statements  of  Operations  for the  period  of July 1,  1996  (date  operations
commenced) through December 31, 1996

Statements of Partners'  Equity for the period of July 1, 1996 (date  operations
commenced) through December 31, 1996

Statements  of Cash  Flows  for the  period  of July 1,  1996  (date  operations
commenced) through December 31, 1996

Notes to Financial Statements.

Financial Statement Schedules:
     N/A


<PAGE>

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

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

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



         REPORTS ON 8-K.

Form 8K Form 8K/A  Amendment No. 1 to Current  Report dated  September 17, 1996.
Form 8K Form 8K/A  Amendment No. 1 to Current  Report dated  September 25, 1996.
Form 8K Current Report dated October 1, 1996.  Form 8K Form 8K/A Amendment No. 1
to Current  Report dated October 1, 1996.  Form 8K Form 8KA Current Report dated
October 15,  1996.  Form 8K Form 8K/A  Amendment  No. 1 to Current  Report dated
October 15, 1996. Form 8K Current Report dated December 31, 1996.


<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 Tax Credit Partners, L.P.       General Partner

By:  WNC & Associates, Inc.         General Partner


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

Date: April 29, 1997

By:   /s/  Theodore M. Paul
   _____________________________________________________
Theodore M. Paul  Vice-President, Finance

Date: April 29, 1997




         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 29, 1996

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

Date: April 29, 1997