FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)

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

For the quarterly period ended March 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: 0-21895


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

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

California                                                   33-6163848

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

3158 Redhill Avenue, Suite 120, Costa Mesa, CA  92626
(714) 662-5565


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



<PAGE>




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

                               INDEX TO FORM 10-Q

                      FOR THE QUARTER ENDED MARCH 31, 1998




PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements
         Balance Sheet, March 31, 1998 and December 31, 1997                  3

         Statement of Operations For the Three Months Ended 
           March 31, 1998 and 1997                                            4

         Statement of Partners' Equity For the Three Months 
           Ended March 31, 1998 and 1997                                      5

         Statement of Cash Flows For the Three Months Ended 
           March 31, 1998 and 1997                                            6

         Notes to Financial Statements                                        8


Item 2.  Management's Discussion and Analysis of Financial Condition
 and Results of Operations                                                   12

Item 3. Quantitative and Qualitative Disclosures Above Market Risks          15

PART II. OTHER INFORMATION
         Item 6. Exhibits and Reports on Form 8-K                            15

         Signatures                                                          16



<PAGE>



                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3
                      March 31, 1998 and December 31, 1997
                       (A California Limited Partnership)

                                 BALANCE SHEETS
               For the Three Months Ended March 31, 1998 and 1997

                                                1998                   1997
                                                ----                   ----

                                     ASSETS

Cash and cash equivalents                   $   1,530,527         $   2,018,591
Investment in limited
 partnerships - Note 2                         13,574,257            13,836,734
Other assets                                        4,492                19,435
                                              -----------             ---------
                                            $  15,109,276         $  15,874,760
                                              ===========            ==========


                        LIABILITIES AND PARTNERS' EQUITY

Liabilities:
Payable to limited partnerships - Note 4    $     692,287         $   1,290,351
Accrued fees and expenses due to
 general partner and affiliates - Note 3           18,329                 4,640
                                                ---------             ---------
                                                  710,616             1,294,991
                                                ---------             ---------

Partners' equity (deficit):
 General partner                                  (31,504)              (29,693)
 Limited partners (25,000 units
  authorized, 18,000 units issued
  and outstanding)                             14,430,164            14,609,462
                                              -----------            ----------

Total partners' equity                         14,398,660            14,579,769
                                              -----------            ----------
                                            $  15,109,276         $  15,874,760
                                              ===========            ==========

                                    UNAUDITED
                 See Accompanying Notes to Financial Statements


                                        3



<PAGE>

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

                             STATEMENT OF OPERATIONS
               For the Three Months Ended March 31, 1998 and 1997

                                         1998                          1997
                                         ----                          ----

Interest income                     $   17,039                   $    47,745
                                        ------                        ------
                                                                             
                                                 
Operating expenses:
Amortization                             8,872                         8,989
Asset management
  fees - Note 3                         12,375                        12,376
Legal and accounting                     3,423                            47
Other                                    2,578                           506
                                        ------                        ------
Total operating expenses                27,248                        21,918
                                       -------                        ------
Income (Loss) from operations          (10,209)                       25,827
Equity in loss from
 limited partnerships                 (170,900)                     (175,500)
                                      --------                      -------- 
                                             
Net loss                            $ (181,109)                  $  (149,673)
                                      ========                      ========    
Net loss allocated to:
  General partner                   $   (1,811)                  $    (1,497)
                                      ========                       =======  
  Limited partners                  $ (179,298)                  $  (148,176)
                                      ========                       =======
                        
Net loss per weighted limited
 partner unit (18,000 units
 issued and outstanding)            $    (9.96)                  $     (8.23)
                                      ========                        ======
                                                                               
                                                                              
                                    UNAUDITED

                 See Accompanying Notes to Financial Statements
                                        4


<PAGE>



                      WNC HOUSING TAX CREDIT FUND V, L.P.,
                      SERIES 3 March 31, 1998 and December
                                    31, 1997
                       (A California Limited Partnership)

                          STATEMENT OF PARTNERS' EQUITY
               For the Three Months Ended March 31, 1998 and 1997


For the Three  Months Ended March 31, 1998
------------------------------------------
<TABLE>
<CAPTION>

                                                     General                   Limited
                                                     Partner                   Partner                  Total
                                                     -------                   -------                  -----

<S>                                                <C>                      <C>                      <C>                 
Equity (deficit), December 31, 1997                $           (29,693)     $        14,609,462      $        14,579,769

Net loss for the three months ended
March 31, 1998                                                  (1,811)                (179,298)                (181,109)
                                                               -------               ----------               ----------
                                                               

Equity (deficit), March 31, 1998                   $           (31,504)     $        14,430,164      $        14,398,660
                                                               =======               ==========               ==========

<CAPTION>
For the Three Months Ended March 31, 1997
-----------------------------------------

<S>                                                <C>                      <C>                      <C>                 
Equity (deficit), December 31, 1996                $           (21,876)     $        15,328,340      $        15,306,464

Offering expenses
                                                                   (73)                  (7,206)                  (7,279)

Net loss for the three months ended
March 31, 1997                                                  (1,497)                (148,176)                (149,673)
                                                               -------               ----------               ----------
                                                                

Equity (deficit), March 31, 1997                   $           (23,446)     $        15,172,958      $        15,149,512
                                                               =======               ==========               ==========

</TABLE>


                 See Accompanying Notes to Financial Statements

                                        5




<PAGE>



                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3
                      March 31, 1998 and December 31, 1997
                       (A California Limited Partnership)

                             STATEMENT OF CASH FLOWS
               For the Three Months Ended March 31, 1998 and 1997

                                                        1998             1997
                                                        ----             ----
Cash flows used by operating activities:
  Net loss                                        $  (181,109)       $ (149,673)
    Adjustments to reconcile net loss to net
      cash provided by operating activities:
      Equity in loss of limited partnerships          170,900           175,500
      Amortization                                      8,872             8,989
      Asset management fee                             12,375            12,376
      Change in other assets                           14,943            98,514
      Advances for expenses due to
       general partner and affiliates                   1,314             2,456
                                                       ------           -------
        Net cash provided by operating activities      27,295           148,162
                                                       ------           -------

Cash flows used by investing activities:
  Investment in limited partnerships                 (522,922)         (510,565)
  Distribution from local limited partnership           7,563             1,000
                                                    ---------          --------
       Net cash used by investing activities         (515,359)         (509,565)
                                                    ---------          --------

Cash flows provided by financing activities:
  Payment of subscriptions receivable                       -         2,195,000
  Offering costs and sales commissions                      -            (8,803)
  Receipts/(payment) of advances from affiliates            -            68,510
                                                   ----------        ----------
Net cash provided by financing activities                   -         2,254,707
                                                   ----------        ----------
                                                                           -

Net increase (decrease) in cash and cash 
   equivalents                                       (488,064)        1,893,304
Cash and cash equivalents, beginning of period      2,018,591         2,567,217
                                                   ----------        ----------

Cash and cash equivalent, end of period        $    1,530,527      $  4,460,521
                                                   ==========        ==========


                                    UNAUDITED
                 See Accompanying Notes to Financial Statements

                                        6

<PAGE>

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

                       STATEMENT OF CASH FLOWS(CONTINUED)

                    For the Three Months Ended March 31, 1998


SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES:

During  the three  months  ended  March 31,  1998 and  1997,  the  Partnership's
payables to limited partnerships; (in connection with its investments in limited
partnerships) (see Note 3) had non-cash transactions as follows:
<TABLE>
<CAPTION>

                                                                                     1998             1997
                                                                                     ----             ----
<S>                                                                                <C>             <C>           
          Increases due to acquisition of limited partnership interests            $               $   268,831
          Application of loans receivable to acquisitions                                             (245,581)
          Decreases due to various price adjuster provisions in the
          respective limited partnership agreements                                    (75,142)       (329,170)
                                                                                       -------        --------

          Net non-cash adjustments to the Partnership's
           payable to limited partnerships                                         $   (75,142)    $  (305,920)
                                                                                       =======        ========


</TABLE>













                                    UNAUDITED
                 See Accompanying Notes to Financial Statements

                                        7



<PAGE>




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

                          NOTES TO FINANCIAL STATEMENTS


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

Organization
------------
WNC Housing Tax Credit Fund, V, L.P.,  Series 3 (the  "Partnership")  was formed
under the  California  Revised  Limited  Partnership  Act on March 28,  1995 and
commenced  operations on October 23, 1995. 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 information  contained in the following notes to the financial statements is
condensed  from that  which  would  appear in the annual  financial  statements;
accordingly,  the  financial  statements  included  herein should be reviewed in
conjunction with the financial statements and related notes thereto contained in
the Partnership's Annual Report for the year ended December 31, 1997.

In  the  opinion  of  the  Partnership,  the  accompanying  unaudited  financial
statements  contain  all  adjustments   (consisting  of  only  normal  recurring
accruals)  necessary to present  fairly the  financial  position as of March 31,
1998 the results of  operations  and changes in cash flows for the three  months
ended  March  31,  1998 and  1997.  Accounting  measurements  at  interim  dates
inherently  involve greater  reliance on estimates than at year end. The results
of operations for the interim period presented are not necessarily indicative of
the results for the entire year.

The general  partner of the  Partnership is WNC Tax Credit Partners V, L.P. (the
"General Partner"), a California limited partnership.  WNC & Associates, Inc. is
the general partner of 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.

Allocations Under the Terms of the Partnership Agreement
--------------------------------------------------------
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 sale or refinancing  proceeds equal to
their  capital  contributions  and their  preferred  return  (as  defined in the
Partnership's  Agreement  of Limited  Partnership)  and the general  partner has
received a  subordinated  disposition  fee 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.
                                       
                                       8


<PAGE>


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

                     NOTES TO FINANCIAL STATEMENTS-CONTINUED


NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
--------------------------------------------------------------

Method of Accounting For Investment 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 each limited  partnership's  results of operations  and
for any distributions  received.  Costs incurred by the Partnership in acquiring
the  investments  in  limited  partnerships  are  capitalized  as  part  of  the
investment.

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

Cash and Cash Equivalents
-------------------------
The  Partnership  considers all bank  certificates of deposit with a maturity of
less than three months to be cash equivalents.

Offering Expenses
-----------------
Offering  expenses consist of underwriting  commissions,  legal fees,  printing,
filing and  recordation  fees,  and other costs  incurred  with selling  limited
partnership  interests in the  Partnership.  The General Partner is obligated to
pay all  offering  and  organization  costs in  excess of 15%  (including  sales
commissions) of the total offering proceeds.  Offering expenses are reflected as
a reduction of partners' capital.



NOTE 2 - INVESTMENT IN LIMITED PARTNERSHIPS
-------------------------------------------

As of March 31,1998, the Partnership had acquired limited partnership  interests
in eighteen limited partnerships each of which owns one apartment complex. As of
March 31,1998,  construction and rehabilitation of all eighteen of the apartment
complexes had been completed.  The Partnership,  as a limited partner,  is a 99%
owner  and is  entitled  to  99% of the  operating  profits  and  losses  of the
seventeen of the limited  partnerships and is a 49.495% owner and is entitled to
49.495% of the operating profits and losses of BLESSED ROCK.








                                        9


<PAGE>


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

                     NOTES TO FINANCIAL STATEMENTS-CONTINUED

NOTE 2- INVESTMENT IN LIMITED PARTNERSHIPS (CONTINUED)
------------------------------------------------------

The  following  is a summary  of the  investment  in  limited  partnerships  and
reconciliation  to the  limited  partnership  accounts  as of March  31,1998 and
December 31, 1997:
<TABLE>
<CAPTION>
                                                                        1998                   1997
                                                                         ----                   ----

<S>                                                             <C>                   <C>                 
Investment Balance - beginning of period                        $     13,836,734     $         12,782,751
Capital contributions to limited partnerships                                                   1,373,557
Tax credit adjustments                                                   (75,142)
Capital contributions payable to limited partnerships                                             526,644
Capitalized acquisition fees and costs, net                                                       (13,576)
Equity in loss of limited partnership                                   (170,900)                (789,697)
Distributions from limited partnerships                                   (7,563)                 (34,605)
Amortization of capitalized acquisition costs                             (8,872)                  (8,340)
                                                                         -------                  -------

Investment Balance - end of period                              $     13,574,257     $         13,826,734
                                                                      ==========               ==========
</TABLE>

Selected financial information for the three months ended March 31,1998 and 1997
from the combined financial  statements of the limited partnerships in which the
partnership has invested is as follows:
                                                   1998                   1997
                                                   ----                   ----

Total revenue                             $     1,412,000       $     1,119,000
                                                ---------             ---------

Interest expense                                  448,000               417,000
Depreciation                                      361,000               210,000
Operating expenses                                795,000               669,000
                                                ---------             ---------
Total expenses                                  1,604,000             1,296,000
                                                ---------             ---------

Net loss                                  $      (192,000)      $      (177,000)
                                                 ========              ========

Net loss allocable to the Partnership     $      (170,900)      $      (175,500)
                                                 ========              ========

NOTE 3 - RELATED PARTY TRANSACTIONS
-----------------------------------

Under the terms of its  Agreement of Limited  Partnership,  the  Partnership  is
obligated to the General Partner or its affiliates for the following items:

         Acquisition  fees up to 7.5% of the  gross  proceeds  from  the sale of
     Partnership  units. No acquisition  fees were incurred for the three months
     ended March 31,1998.

                                       10


<PAGE>



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

                     NOTES TO FINANCIAL STATEMENTS-CONTINUED

NOTE 3 - RELATED PARTY TRANSACTIONS (CONTINUED)
-----------------------------------------------
         Reimbursement  for   organizational,   offering  and  selling  expenses
     advanced by the General Partner or affiliates on behalf of the Partnership.
     These  reimbursements  plus all other  organizational and offering expenses
     inclusive of sales commissions will not exceed 14.5% of the gross proceeds.
     No  organizational,  offering and selling expenses were incurred during the
     three months ended March 31,1998.

         An annual  management  fee equal to the  greater of (i) $2,000 for each
     apartment  complex  or (ii)  .275% of the gross  proceeds,  in either  case
     increased or decreased based on annual changes in the Consumer Price Index.
     However, the maximum fee may not exceed .2% of the invested assets (defined
     as the Partnership's capital contributions plus its allocable percentage of
     the permanent financing) of the local limited partnerships. The Partnership
     has  incurred  fees of $12,375 and $12,376 for the three months ended March
     31,1998 and 1997, respectively.

         A  subordinated  disposition  fee in an amount equal to 1% of the sales
     price of real  estate  sold.  Payment  of this fee is  subordinated  to the
     limited  partners  receiving  a return on  investment  (as  defined  in the
     Partnership's  Agreement  of Limited  Partnership)  and is payable  only if
     services are rendered in the sales effort.

Accrued fees and advances due to affiliates of the General  Partner  included in
the  accompanying  balance sheet  consists of the following at March 31,1998 and
December 31, 1997:

                                                     1998               1997
                                                     ----               ----
Advances made for operating expense            $     4,587           $    3,273
Asset management fees                               13,742                1,367
                                                    ------                -----
                                               $    18,329           $    4,640
                                                    ======               ======


NOTE 5 - PAYABLE TO LIMITED PARTNERSHIPS
----------------------------------------

Payable to limited  partnerships at March 31,1998  represents  amounts which are
due at various  times based on  conditions  specified  in the  respective  local
limited partnership agreements. These contributions are payable in installments,
generally due upon the local limited  partnership  achieving  certain  operating
benchmarks,  and are  generally  expected  to be paid  within  two  years of the
Partnership's initial investment.


NOTE 6 - INCOME TAXES
---------------------

The Partnership  will not make a provision for income taxes since all income and
losses will be  allocated to the  Partners  for  inclusion  in their  respective
returns.

                                       11


<PAGE>


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operation

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

As of March 31, 1998,  the  Partnership  had received  subscriptions  for 18,000
Units  consisting of cash,  notes  receivable  and  subscriptions  receivable of
$17,503,985 and $55,000, and $0, respectively.

Liquidity and Capital Resources
-------------------------------
 Overall, as reflected in its Statement of Cash Flows, the Partnership had a net
decrease in cash and cash  equivalents of  approximately  $488,000 for the three
months ended March 31, 1998. This decrease in cash consisted of cash used in the
Partnership's  investing  activities of approximately  $515,000,  offset by cash
provided by its operating activities of approximately  $27,000. Cash used by the
Partnerships  investing activities consisted primarily of capital  contributions
to Limited  Partnerships of approximately  $523,000,  offset by cash provided of
approximately $8,000 by distributions from limited  partnerships.  Cash provided
and used by the operating  activities of the Partnership was minimal compared to
its other  activities.  Cash provided  from  operations  consisted  primarily of
interest  received  on cash  deposits,  and cash  used in  operations  consisted
primarily of payments for operating fees and expenses.  The major  components of
all these activities are discussed in greater detail below.

Overall,  as reflected in its Statement of Cash Flows, the Partnership had a net
increase in cash and cash equivalents of approximately  $1,893,000 for the three
months  ended  March  31,  1997.  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  March  31,  1997  of
approximately  $2,255,000 was sufficient to fund the investing activities of the
Partnership  during  such  period  in  the  aggregate  amount  of  approximately
$510,000,   which  consisted  primarily  of  capital  contributions  to  Limited
Partnerships.  Cash  provided  and  used  by  the  operating  activities  of the
Partnership  was minimal  compared to its other  activities.  Cash provided from
operations  consisted primarily of interest received on cash deposits,  and cash
used in  operations  consisted  primarily  of payments  for  operating  fees and
expenses.  The major components of all these activities are discussed in greater
detail below.

As of March 31, 1998 and December 31, 1997 the Partnership was indebted to WNC &
Associates,   Inc.   in  the  amount  of   approximately   $18,300  and  $4,600,
respectively.  The component items of such indebtedness were as follows: accrued
asset  management  fees of  approximately  $13,700 and $1,300  respectively  and
advances for operating  expense of the  Partnership of  approximately$4,600  and
$3,300.

As of March 31, 1998, the  Partnership  has received and accepted  subscriptions
funds in the amount of $17,504,000.  As of March 31, 1998 and as of December 31,
1997, the Partnership had made capital  contributions to Limited Partnerships in
the amount of approximately $13,046,000,

                                       12


<PAGE>


and  $12,523,000,  respectively,  and had  commitments  for  additional  capital
contributions of approximately $692,000 and $1,290,000, respectively.

Prior to sale of the  Apartment  Complexes,  it is not expected  that any of the
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.

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

Under the  Partnership  Agreements the  Partnerships  do not have the ability to
assess the Limited  Partners for  additional  capital  contributions  to provide
capital if needed by the Partnership or Limited  Partnerships.  Accordingly,  if
circumstances  arise that cause the Limited  Partnerships  to require capital in
addition to that  contributed by the Partnership  and any equity  contributed by
the general  partners of the 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 Limited Partnerships are already substantially  leveraged),  (ii) additional
equity  contributions  or  advances  of the  general  partners  of  the  Limited
Partnerships  (in this regard,  each local  general  partner is required to fund
operating  deficits,  but only for a period of two years following  construction
completion),  (iii) other  equity  sources  (which  could  adversely  affect the
Partnership's  interest in Low Income Housing Credits, cash flow and/or proceeds
of sale or refinancing of the Apartment Complexes and result in adverse tax

                                       13
<PAGE>

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 Limited  Partnerships in question.  If such funds are not available,  the
Limited Partnerships would risk foreclosure on their Apartment Complexes if they
were unable to  re-negotiate  the terms of their first  mortgages  and any other
debt secured by the Apartment  Complexes to the extent the capital  requirements
of the 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 their  offerings of Units and their  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 promissory notes and disbursed to fund
the deferred obligations of the Partnership.

Results of Operations
---------------------
As of March 31, 1998 and  December  31,  1997 the  Partnership  had  acquired 18
Limited Partnership  Interests.  Each of the 18 Limited Partnerships receives or
is expected to receive  government  assistance  and each of them has  received a
reservation  for  Housing  Tax  Credits.  As of March  31,  1998,  all 18 of the
Apartment Complexes in the Partnership had commenced operations..

As reflected on its  Statements of  Operations,  the  Partnership  had a loss of
approximately  $181,000  and  $150,000 for the three months ended March 31, 1998
and 1997, respectively. The component items of revenue and expense are discussed
below.

Revenue.  The Partnership's  revenues  consisted  entirely of interest earned on
promissory  notes  and  cash  deposits  held in  financial  institutions  (i) as
reserves, or (ii) pending investment in 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  was and is
expected to be the Asset  Management  Fee. The Asset  Management Fee 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.

Amortization  expense consist of the  amortization  over a period of 30 years of
the  Acquisition  Fee and other  expenses  attributable  to the  acquisition  of
Limited Partnership Interests.

Because of the  amounts of the Asset  Management  Fee and  amortization  expense
primarily are determined by the gross proceeds from the offering, the number and
size of Apartment  Complexes and the number of investors,  until  termination of
the Offering and investment of the net proceeds therefrom the Partnership cannot
predict with any accuracy what these amounts will be.

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Equity in Losses from Limited  Partnership.  The Partnership's  equity in losses
from Limited  Partnerships  is equal to 99% of the  aggregate net losses of each
Limited  Partnership  incurred after  admission of the  Partnership as a limited
partner thereof.

After rent-up all Limited  Partnerships  are expected to generate  losses during
each year of operations;  this is so because, although rental income is expected
to exceed cash operating  expenses,  depreciation  and  amortization  deductions
claimed by the Limited Partnerships are expected to exceed net rental income.

The  Partnership  accounts for its investments in Local  Partnerships  using the
equity method of  accounting,  whereby the  Partnership  reduces its  investment
balance for its share of Local  Partnerships'  losses and distributions.  Losses
are not recognized to the extent that the  investment  balance would be adjusted
below zero.

Item 3. Quantitative and Qualitative Disclosures Above Market Risks

NONE.

Part II.  Other Information

Item 1.  Legal Proceedings

NONE.


Item 6.  Exhibits and Reports on Form 8-K

1. NONE.


         No reports on Form 8-K were filed the quarter ended March 31, 1998.







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          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
                 the  registrant has duly caused this report to be signed on its
                 behalf by the undersigned, thereunto duly authorized.

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

By:  WNC & ASSOCIATES, INC.         General Partner


By:   /s/ John B. Lester, Jr
-----------------------------------------------

John B. Lester, Jr              President

Date: June 3, 1998

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

Date: June 3, 1998
























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