UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-Q/A

(Mark One)

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

                  For the quarterly period ended June 30, 2003

                                       OR

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

             For the transition period from ________ to ___________

                         Commission file number: 0-21895


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

         California                                     33-6163848

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

                              17782 Sky Park Circle
                              Irvine, CA 92614-6404
                    (Address of principal executive offices)

                                 (714) 662-5565
                               (Telephone number)

              3158 Redhill Avenue, Suite 120, Costa Mesa, CA 92626
              (Former name, former address and former fiscal year,
                         if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

Yes ___No _X__

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer,  a  non-accelerated  filer.  See the  definitions  of "large
accelerated filer" and "accelerated filer" in Rule 12b-2 of the Exchange Act.:


Large accelerated filer___ Accelerated filer___


Non-accelerated filer___X__

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

Yes ___No _X__

<PAGE>

                                EXPLANATORY NOTE

WNC Housing Tax Credit Fund V, L.P.,  Series 3 is filing this  amendment  to its
Quarterly  Report on Form 10-Q for the period ended June 30, 2003 to restate its
financial  statements  as of June 30, 2003 and for the quarter  then ended.  The
originally  filed Form 10-Q for the period  ended June 30, 2003 had  understated
the bad debt expenses. Therefore, the restatement reflects the bad debt expenses
that were actually incurred for the quarter ended June 30, 2003.

                                       2
<PAGE>

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

                              INDEX TO FORM 10-Q/A

                  For the Quarterly Period Ended June 30, 2003




PART I. FINANCIAL INFORMATION

     Item 1. Financial Statements

        Balance Sheets
           June 30, 2003 and March 31, 2003....................................4

           Statements of Operations
              For the Three Months Ended June 30, 2003 and 2002................5

           Statement of Partners' Equity (Deficit)
              For the Three Months Ended June 30, 2003.........................6

           Statements of Cash Flows
              For the Three Months Ended June 30, 2003 and 2002................7

           Notes to Financial Statements ......................................8

        Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations................................21

PART II. OTHER INFORMATION

        Signatures............................................................23


                                       3
<PAGE>

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

                                           BALANCE SHEETS
                                            (unaudited)
<TABLE>
<CAPTION>

                                                       June 30, 2003                March 31, 2003
                                                 ------------------------    ----------------------
                                                        (Restated)
ASSETS
                                                 <S>                         <C>

Cash                                              $              29,055       $             18,348
Investments in Local Limited Partnerships, net
 (Note 2)                                                     6,394,057                  6,780,198
                                                 ------------------------    ----------------------

    Total Assets                                  $            6,423,112      $          6,798,546
                                                 ========================    ======================


LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
  Accrued expenses                                $                4,000      $              4,000
  Accrued fees and expenses due to
   General Partner and affiliates (Note 3)                       296,664                   273,603
                                                 ------------------------    ----------------------

    Total liabilities                                            300,664                   277,603
                                                 ------------------------    ----------------------


Partners' equity (deficit):
  General Partner                                               (114,267)                 (110,282)
  Limited Partners (25,000 units authorized,
   18,000 units issued and outstanding)                        6,236,715                 6,631,225
                                                 ------------------------    ----------------------

    Total partners' equity                                     6,122,448                 6,520,943
                                                 ------------------------    ----------------------

Total Liabilities and Partners' Equity            $            6,423,112      $          6,798,546
                                                 ========================    ======================
</TABLE>

                            See accompanying notes to financial statements

                                            4

<PAGE>

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

                                       STATEMENTS OF OPERATIONS

                          For the Three Months Ended June 30, 2003 and 2002
                                            (unaudited)
<TABLE>
<CAPTION>

                                                          2003                        2002
                                                 ------------------------    ----------------------
                                                          Three                           Three
                                                          Months                         Months
                                                 ------------------------    ----------------------
                                                       (Restated)
                                                 <S>                         <C>

Reporting fees                                    $                6,206      $                  -
Distribution income                                                  668                         -
Recovery of bad debt                                               3,311                         -
                                                 ------------------------    ----------------------

    Total income                                                  10,185                         -
                                                 ------------------------    ----------------------

Operating expenses:
Amortization (Note 2)                                              8,361                     9,645
Asset management fees (Note 3)                                    12,375                    12,375
Legal and accounting fees                                          5,559                     8,479
Impairment loss                                                  132,387                         -
Other                                                              5,127                     5,760
                                                 ------------------------    ----------------------

    Total operating expenses                                     163,809                    36,259
                                                 ------------------------    ----------------------

Loss from operations                                            (153,624)                  (36,259)

Equity in losses of
Local Limited Partnerships (Note 2)                             (244,893)                 (269,024)
Interest income                                                       22                       249
                                                 ------------------------    ----------------------

Net loss                                          $             (398,495)     $           (305,034)
                                                 ========================    ======================

Net loss allocated to:
  General Partner                                 $              (3,985)      $             (3,050)
                                                 ========================    ======================

  Limited Partners                                $            (394,510)      $           (301,984)
                                                 ========================    ======================

Net loss per Partnership Unit                     $                 (22)      $                (17)
                                                 ========================    ======================

Outstanding weighted
  Partnership Unit                                                18,000                    18,000
                                                 ========================    ======================
</TABLE>

                            See accompanying notes to financial statements

                                            5

<PAGE>

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

                               STATEMENT OF PARTNERS' EQUITY (DEFICIT)

                             For the Three Months Ended June 30, 2003
                                            (unaudited)
<TABLE>
<CAPTION>


                                                       General           Limited
                                                       Partner           Partners             Total
                                                 -----------------  -----------------  ------------------
                                                     (Restated)         (Restated)         (Restated)
                                                 <S>                <C>                <C>

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

Net loss, restated                                         (3,985)          (394,510)           (398,495)
                                                 -----------------  -----------------  ------------------

Partners' equity (deficit) at June 30, 2003,
  restated                                        $      (114,267)   $     6,236,715    $      6,122,448
                                                 =================  =================  ==================
</TABLE>

                            See accompanying notes to financial statements

                                            6

<PAGE>

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

                                       STATEMENTS OF CASH FLOWS

                          For the Three Months Ended June 30, 2003 and 2002
                                            (unaudited)

<TABLE>
<CAPTION>

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

Cash flows from operating activities:
  Net loss                                                    $        (398,495)      $         (305,034)
  Adjustment to reconcile net loss to
    net cash provided by (used in) operating activities:
  Amortization                                                            8,361                    9,645
  Impairment loss                                                       132,387                        -
  Equity in losses of limited partnerships                              244,893                  269,024
  Change in accrued expenses                                                  -                    2,066
  Advances to Local Limited Partnership                                       -                 (50,000)
  Change in accrued fees and expenses due to General
    Partner and affiliates                                               23,061                   18,539
                                                             -------------------     --------------------
      Net cash provided by (used in) operating activities                10,207                  (55,760)
                                                             -------------------     --------------------

Cash flows from investing activities:
  Distributions received from Local Limited Partnerships                    500                    3,706
                                                             -------------------     --------------------
      Net cash provided by investing activities                             500                    3,706

Net increase (decrease) in cash                                          10,707                  (52,054)

Cash, beginning of period                                                18,348                   78,098
                                                             -------------------     --------------------
Cash, end of period                                           $          29,055       $           26,044
                                                             ===================     ====================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
    INFORMATION
      Taxes paid                                              $              -        $              800
                                                             ===================     ====================
</TABLE>

                            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 - CONTINUED

                  For the Quarterly Period Ended June 30, 2003
                                   (unaudited)

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

General
-------

The accompanying  condensed unaudited financial statements have been prepared in
accordance   with   accounting    principles    generally    accepted   in   the
PlaceTypeplacecountry-regionUnited  States  of  America  for  interim  financial
information and with the  instructions to Form 10-Q for quarterly  reports under
Section 13 or 15(d) of the Securities Exchange Act of 1934. Accordingly, they do
not  include  all  of the  information  and  footnotes  required  by  accounting
principles  generally  accepted  in the United  States of America  for  complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been  included.  Operating  results for the three months ended June 30, 2003 are
not  necessarily  indicative  of the results that may be expected for the fiscal
year ending  March 31, 2004.  For further  information,  refer to the  financial
statements and footnotes thereto included in the Partnership's  annual report on
Form 10-K/A for the fiscal year ended March 31, 2003.

Organization
------------

WNC  Housing  Tax  Credit  Fund  V,  L.P.,  Series  3 (the  "Partnership")  is a
California Limited  Partnership formed under the laws of the State of California
on March 28, 1995, and commenced operations on October 24, 1995. The Partnership
was formed to invest primarily in other limited partnership or limited liability
companies  ("Local  Limited  Partnerships")  which own and operate  multi-family
housing complexes ("Housing Complexes") that are eligible for low income housing
tax credits ("Low Income Housing Tax Credits").  The local general partners (the
"Local   General   Partners")   of  each  Local   Limited   Partnership   retain
responsibility for maintaining, operating and managing the Housing Complex. Each
Local Limited  Partnership  is governed by its agreement of limited  partnership
(the "Local Limited Partnership Agreement").

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

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

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

Pursuant to a  registration  statement  filed with the  Securities  and Exchange
Commission  on July 26, 1995,  the  Partnership  commenced a public  offering of
25,000 Units of Limited Partnership Interest ("Partnership Units") at a price of
$1,000 per  Partnership  Unit. As of the close of the public offering on January
21, 1996 a total of 18,000 Partnership Units  representing  $17,558,985 had been
sold. Holders of Partnership Units are referred to herein as "Limited Partners".
The General Partner has a 1% interest in operating  profits and losses,  taxable
income and losses,  each available for distribution from the Partnership and tax
credits of the Partnership. The Limited Partners will be allocated the remaining
99% of these items in proportion to their respective investments.

Sempra Energy Financial, a California corporation,  which is not an affiliate of
the Partnership or General Partner,  has purchased 4,560 Units, which represents
25.3% of the Partnership  Units  outstanding for the Partnership.  Sempra Energy
Financial  invested  $4,282,600.  A discount  of  $277,400  was allowed due to a
volume discount. On July 1, 2006 Sempra Energy Financial transferred their 4,560
Partnership  Units to Sempra  Section 42, LLC.  See Item 12(b) in the year ended
March 31, 2003 10-K/A. Western Financial Savings Bank, which is not an affiliate
of the Partnership or General Partner,  has purchased 1,068  Partnership  Units,
which  represent  5.9% of the Units  outstanding  for the  Partnership.  Western

                                       8

<PAGE>

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

Financial  Savings Bank invested  $1,000,000.  A discount of $68,000 was allowed
due to a volume  discount.  See Item  12(b) in the year  ended  March  31,  2003
10-K/A.

The proceeds from the  disposition of any of the Housing  Complexes will be used
first to pay  debts and  other  obligations  per the  respective  Local  Limited
Partnership Agreement.  Any remaining proceeds will then be paid to the partners
of the Local Limited Partnership,  including the Partnership, in accordance with
the terms of the particular Local Limited Partnership  Agreement.  The sale of a
Housing  Complex  may  be  subject  to  other   restrictions   and  obligations.
Accordingly,  there can be no assurance that a Local Limited Partnership will be
able to sell its Housing Complex.  Even if it does so, there can be no assurance
that any  significant  amounts of cash will be distributed  to the  Partnership.
Should  such  distributions  occur,  the  Limited  Partners  will be entitled to
receive  distributions  from the proceeds remaining after payment of Partnership
obligations and funding reserves, equal to their capital contributions and their
return on  investment  (as defined in the  Partnership  Agreement).  The General
Partner  would then be  entitled  to  receive  proceeds  equal to their  capital
contributions  from the remainder.  Any additional sale or refinancing  proceeds
will  be  distributed  90% to the  Limited  Partners  (in  proportion  to  their
respective investments) and 10% to the General Partner.

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

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

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

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

                                       9

<PAGE>

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

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

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

The  Partnership   currently  has  insufficient  working  capital  to  fund  its
operations.  Associates  has agreed to continue  providing  advances  sufficient
enough  to  fund  the  operations  and  working  capital   requirements  of  the
Partnership through October 31, 2009.

Anticipated  future and  existing  cash  resources  of the  Partnership  are not
sufficient   to  pay  existing   liabilities   of  the   Partnership.   However,
substantially all of the existing  liabilities of the Partnership are payable to
the General  Partner and/or its  affiliates.  Though the amounts  payable to the
General Partner and/or its affiliates are contractually  currently payable,  the
Partnership  anticipates that the General Partner and/or its affiliates will not
require the payment of these contractual  obligations until capital reserves are
in excess of the aggregate of then  existing  contractual  obligations  and then
anticipated future foreseeable  obligations of the Partnership.  The Partnership
would be adversely  affected  should the General  Partner  and/or its affiliates
demand current payment of the existing  contractual  obligations  and/or suspend
services for this or any other reason.

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

The IRS  compliance  period for Low Income  Housing  Tax  Credit  properties  is
generally  15 years from  occupancy  following  construction  or  rehabilitation
completion.  Associates was one of the first in the industry to offer syndicated
investments  using the Low Income Housing Tax Credits.  The initial programs are
completing  their  compliance  periods.  As of June 30, 2003,  none of the Local
Limited Partnerships had completed the 15 year compliance period.

With  that in  mind,  the  Partnership  is  continuing  to  review  the  Housing
Complexes,  with special  emphasis on the more mature Housing  Complexes such as
any that have satisfied the IRS compliance  requirements.  The review  considers
many factors, including extended use requirements (such as those due to mortgage
restrictions  or state  compliance  agreements),  the  condition  of the Housing
Complexes, and the tax consequences to the Limited Partners from the sale of the
Housing Complexes.

Upon  identifying  those  Housing  Complexes  with the highest  potential  for a
successful sale, refinancing or syndication,  the Partnership expects to proceed
with  efforts to  liquidate  them.  The  objective  is to  maximize  the Limited
Partners'  return  wherever   possible  and,   ultimately,   to  wind  down  the
Partnership.  Local Limited Partnership interests may be disposed of any time by
the  General  Partner  in its  discretion.  While  liquidation  of  the  Housing
Complexes continues to be evaluated,  the dissolution of the Partnership was not
imminent as of June 30, 2003. As of June 30, 2003, no Housing Complexes had been
selected for disposition.

Method of Accounting for Investments in Local Limited Partnerships
------------------------------------------------------------------

The Partnership accounts for its investments in Local Limited Partnerships using
the equity method of accounting,  whereby the Partnership adjusts its investment
balance for its share of the Local Limited  Partnerships'  results of operations
and for any  contributions  made and  distributions  received.  The  Partnership
reviews the  carrying  amount of an  individual  investment  in a Local  Limited

                                       10
<PAGE>

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


Partnership for possible  impairment whenever events or changes in circumstances
indicate that the carrying  amount of such  investment  may not be  recoverable.
Recoverability  of such investment is measured by the estimated value derived by
management,  generally  consisting of the sum of the remaining future Low Income
Housing  Tax  Credits  estimated  to be  allocated  to the  Partnership  and the
estimated  residual value to the Partnership.  If an investment is considered to
be impaired, the Partnership reduces the carrying value of its investment in any
such Local Limited  Partnership.  The  accounting  policies of the Local Limited
Partnerships,  generally,  are  expected  to be  consistent  with  those  of the
Partnership.  Costs incurred by the Partnership in acquiring the investments are
capitalized as part of the investment and are being amortized over 30 years (See
Note 2).

"Equity in losses of Local Limited  Partnerships" for the periods ended June 30,
2003 and 2002 have been recorded by the Partnership.  Management's  estimate for
the three-month  period is based on either actual unaudited  results reported by
the Local Limited  Partnerships  or historical  trends in the  operations of the
Local Limited  Partnerships.  In subsequent  annual financial  statements,  upon
receiving the actual annual results reported by the Local Limited  Partnerships,
management  reverses its prior estimate and records the actual results  reported
by  the  Local  Limited   Partnerships.   Equity  in  losses  of  Local  Limited
Partnerships  allocated to the Partnership are not recognized to the extent that
the  investment  balance would be adjusted below zero. As soon as the investment
balance  reaches  zero,  the  related  costs of  acquiring  the  investment  are
impaired. If the Local Limited Partnerships reported net income in future years,
the  Partnership  will resume applying the equity method only after its share of
such net  income  equals  the share of net  losses  not  recognized  during  the
period(s) the equity method was suspended (see Note 2).

The  Partnership  does not  consolidate the accounts and activities of the Local
Limited  Partnerships,  which are considered  Variable  Interest  Entities under
Financial    Accounting   Standards   Board   Interpretation   No.   46-Revised,
"Consolidation  of Variable Interest  Entities",  because the Partnership is not
considered the primary beneficiary.  The Partnership's balance in investments in
Local Limited Partnerships, plus the risk of recapture of Low Income Tax Credits
previously  recognized on such  investments,  represents the maximum exposure to
loss in connection with such investments.  The Partnership's exposure to loss on
the Local  Limited  Partnerships  is mitigated by the  condition  and  financial
performance of the underlying  Housing  Complexes as well as the strength of the
local  General  Partners  and their  guarantees  against Low Income  Housing Tax
Credit recapture.

Distributions  received from the Local Limited Partnerships are accounted for as
a  reduction  of  the  investment  balance.  Distributions  received  after  the
investment has reached zero are recognized as  distribution  income.  As of June
30, 2003, six investment  accounts in Local Limited  Partnerships  had reached a
zero balance.

Use of Estimates
----------------

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

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

The  Partnership   considers  all  highly  liquid   investments  with  remaining
maturities of three months or less when purchased to be cash equivalents.  As of
June 30, 2003 and March 31, 2003, the Partnership had no cash equivalents.

                                       11

<PAGE>

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

Reporting Comprehensive Income
------------------------------

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

Income Taxes
------------

No provision for income taxes has been  recorded in the financial  statements as
any  liability  and or benefits  for income  taxes flows to the  partners of the
Partnership and is their obligation and/or benefit.  For income tax purposes the
Partnership reports on a calendar year basis.

Net Loss Per Partnership Unit
-----------------------------

Net loss per Partnership  Unit is calculated  pursuant to Statement of Financial
Accounting  Standards No. 128, Earnings Per Share. Net loss per Partnership Unit
includes no dilution  and is computed  by  dividing  loss  allocated  to Limited
Partners by the weighted average number of Partnership Units outstanding  during
the  period.  Calculation  of  diluted  net  loss  per  Partnership  Unit is not
required.

Reclassifications
-----------------

Certain  reclassifications have been made to the 2002 financial statements to be
consistent with the 2003 presentation.

Impairment
----------

A loss in value from a Local Limited  Partnership other than a temporary decline
is recorded as an impairment loss. Effective in the quarter ended June 30, 2003,
impairment is measured by comparing the investment carrying amount to the sum of
the total of the  remaining  Low Income  Housing  Tax Credits  allocated  to the
Partnership and the estimated residual value to the Partnership.

Amortization
------------

Acquisition  fees  and  costs  are  being  amortized  over 30  years  using  the
straight-line  method.  Amortization expense for the three months ended June 30,
2003 and 2002 was $8,361 and $9,645, respectively.

Revenue Recognition
-------------------

The  Partnership  is entitled to receive  reporting  fees from the Local Limited
Partnerships.  The  intent  of  the  reporting  fees  is  to  offset  (in  part)
administrative costs incurred by the Partnership in corresponding with the Local
Limited  Partnerships.  Due to the  uncertainty of the collection of these fees,
the Partnership recognizes reporting fees as collections are made.

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS
--------------------------------------------------

As of the periods  presented,  the Partnership had acquired limited  partnership
interests  in 17 Local  Limited  Partnerships,  each of which  owns one  Housing
Complex  consisting of an aggregate of 1,120  apartment  units.  The  respective
general  partners  of the  Local  Limited  Partnerships  manage  the  day-to-day
operations  of the entities.  Significant  Local  Limited  Partnership  business
decisions require approval from the Partnership.  The Partnership,  as a limited
partner,  is  generally  entitled  to 99%,  as  specified  in the Local  Limited
Partnership agreements,  of the operating profits and losses, taxable income and
losses and tax credits of the Local Limited Partnerships,  except for one of the
investments in which it is entitled to 49.49% of such amounts.

                                       12

<PAGE>

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued
-------------------------------------------------------------

A loss in value of a Local Limited Partnership other than a temporary decline is
recorded as an  impairment  loss.  Effective in the quarter  ended June 30, 2003
impairment is measured by comparing the investment carrying amount to the sum of
the total amount of the remaining tax credits  allocated to the  Partnership and
the estimated  residual value to the Partnership.  Accordingly,  the Partnership
recorded an  impairment  loss of $132,387 and $0,  during the three months ended
June 30, 2003 and 2002, respectively.

The following is a summary of the equity method  activity of the investments for
the periods presented below:
<TABLE>
<CAPTION>

                                                               For the Three
                                                               Months Ended             For the Year
                                                               June 30, 2003          Ended March 31,
                                                                (restated)                  2003
                                                           ---------------------   -------------------
                                                           <S>                     <C>

Investments per balance sheet, beginning of period          $         6,780,198     $       8,970,406
Impairment loss                                                        (132,387)                    -
Distributions received from Local Limited Partnerships                     (500)              (5,386)
Equity in losses of Local Limited Partnerships                         (244,893)          (2,146,242)
Amortization of capitalized acquisition fees and costs                   (8,361)             (38,580)
                                                           ---------------------   -------------------

Investments per balance sheet, end of period                $         6,394,057     $      6,780,198
                                                           =====================   ===================


                                                               For the Three
                                                               Months Ended             For the Year
                                                               June 30, 2003               Ended
                                                                (restated)            March 31, 2003
                                                           ---------------------   -------------------
Investments in Local Limited Partnerships, net              $         5,606,450     $      5,984,230
Acquisition fees and costs, net of accumulated
amortization of $533,688 and $525,327                                   787,607              795,968
                                                           ---------------------   -------------------
Investments per balance sheet, end of period                $         6,394,057     $      6,780,198
                                                           =====================   ===================
</TABLE>

                                       13

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  For the Quarterly Period Ended June 30, 2003
                                   (unaudited)

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued
-------------------------------------------------------------

Selected financial information for the three months ended June 30, 2003 and 2002
from  the  unaudited  combined   financial   statements  of  the  Local  Limited
Partnerships in which the Partnership has invested is as follows:
<TABLE>
<CAPTION>

                                COMBINED CONDENSED STATEMENT OF OPERATIONS
                                                       2003                  2002
                                               -------------------    -----------------
                                                    (Restated)
                                               <S>                    <C>

Revenues                                        $       1,350,000      $    1,501,000
                                               -------------------    -----------------
Expenses:
 Interest expense                                         378,000              388,000
 Depreciation and amortization                            379,000              392,000
 Operating expenses                                     1,370,000            1,029,000
                                               -------------------    -----------------
Total expenses                                          2,127,000            1,810,000
                                               -------------------    -----------------

Net loss                                        $        (777,000)     $      (309,000)
                                               ===================    =================

Net loss allocable to the Partnership           $        (769,000)     $      (292,000)
                                               ===================    =================

Net loss recorded by the Partnership            $        (245,000)     $      (269,000)
                                               ===================    =================
</TABLE>

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

Troubled Housing Complexes
--------------------------

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

                                       14
<PAGE>

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued
-------------------------------------------------------------

The six Local Limited  Partnerships  (hereinafter  referred to as  "Defendants")
were  defendants  in a separate  lawsuit.  The  lawsuit was filed by eight other
partnerships   in  which  the  local  general   partner  of  the  Local  Limited
Partnerships is or was involved (the "Plaintiffs").  The Plaintiffs alleged that
the local general  partner  accepted  funds from the  Plaintiffs  and improperly
loaned these funds to the Defendants. In July 2001, this lawsuit was settled for
an aggregate amount of $35,000. The Partnerships  allocated share of $17,500 had
been accrued in full at March 31, 2001 and paid in full at March 31, 2002.

The Partnership has a 99% limited partnership  investment in Cascade Pines, L.P.
II ("Cascade").  Cascade was a defendant in a wrongful death lawsuit and related
injury  lawsuit.  Cascade  carries  general  liability  and  extended  liability
insurance.  The  wrongful  death claim and related  injury  lawsuit was settled,
released and  dismissed.  Liability  insurance  covered the  settlement.  Due to
continued operating deficits,  an associate of WNC, Shelter Resource Corporation
(SRC)  became  the  managing  general  partner  of  Cascade  in  November  2003.
Operations  improved until late 2004 when the Atlanta Housing  Authority  ceased
all rental  assistance  contracts  with  Cascade  thereby  causing  irreversible
operating problems. In January 2005 Cascade filed for bankruptcy protection.  In
January 2007 Cascade successfully sold the apartment community with the approval
of the bankruptcy  court. The property was sold to an investor that was going to
rent the affordable  apartment units to market rate tenants thereby  creating an
event of recapture for the Partnership as the limited partner of Cascade.

One Local Limited  Partnership,  Patten Towers L.P. II ("Patten Towers"),  had a
less-than-satisfactory  score from HUD on the 2006 and 2007 property inspection.
HUD  currently  has the  authority to revoke their  housing  assistance  program
("HAP") with Patten  Towers and thereby  suspend all rental  assistance  for the
tenants of Patten  Towers.  If HUD were to revoke the HAP contract  then most of
the  current  tenants  would be unable to make  their  rental  payments  thereby
denying  Patten  Towers with the necessary  monthly  revenue it needs to pay all
costs and expenses.  Patten Towers has requested and received  approval from HUD
to participate in a follow-up inspection. As of July 2009, HUD has not scheduled
the follow-up  inspection.  The Partnership's  financial  statements,  presented
elsewhere  herein,  do not  reflect  any  adjustments  that may result  from any
unfavorable  outcome  that  may  occur  upon  the  ultimate  resolution  of this
uncertainty.

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

                                       15

<PAGE>

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

Under the terms of the  Partnership  Agreement,  the  Partnership has paid or is
obligated to the General Partner or its affiliates the following fees:

     (a)  Acquisition  fees of up to 7.5% of the gross proceeds from the sale of
          Units as  compensation  for services  rendered in connection  with the
          acquisition  of Local  Limited  Partnerships.  As of June 30, 2003 and
          March 31, 2003, the  Partnership  incurred total  acquisition  fees of
          $1,200,785,  which  have  been  included  in  investments  in  limited
          partnerships. Accumulated amortization of these capitalized costs were
          $486,280  and  $478,736  as of June  30,  2003  and  March  31,  2003,
          respectively.

     (b)  Reimbursement of costs incurred by an affiliate of the General Partner
          in connection  with the  acquisition  of Local  Limited  Partnerships.
          These reimbursements have not exceeded 1% of the gross proceeds. As of
          March 31, 2003 and 2002, the Partnership incurred acquisition costs of
          $120,510,   which  have  been  included  in   investments  in  limited
          partnerships.  Accumulated  amortization was $47,408 and $46,591 as of
          June 30, 2003 and March 31, 2003, respectively.

     (c)  An annual  asset  management  fee equal to the  greater  amount of (i)
          $2,000 for each Housing complex, or (ii) 0.275% of gross proceeds.  In
          either case, the fee will be decreased or increased  annually based on
          changes to the  Consumer  Price Index.  However,  in no event will the
          maximum amount exceed 0.2% of the invested assets of the  Partnerships
          as  defined.  "Invested  assets"  means  the sum of the  Partnership's
          investment  and  Local  Limited  Partnerships  and  the  Partnership's
          allocable share of the amount of mortgage loans on and the other debts
          related to Housing Complexes owned by such Local Limited Partnerships.
          Asset  management  fees of $12,375  were  incurred  during each of the
          three months ended June 30, 2003 and 2002.  The  Partnership  paid the
          General  Partner or its affiliates $0 of those fees during each of the
          three months ended June 30, 2003 and 2002.

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

     (e)  The  Partnership  reimburses the General Partner or its affiliates for
          operating  expenses  incurred on behalf of the Partnership.  Operating
          expense  reimbursements were approximately $0 during each of the three
          months ended June 30, 2003 and 2002.

The  accrued  fees  and  expenses  due to the  General  Partner  and  affiliates
consisted of the following at:
<TABLE>
<CAPTION>

                                                           June 30, 2003          March 31, 2003
                                                     -----------------------    ------------------
                                                     <S>                        <C>

Accrued asset management fees                         $             148,500      $        136,125
Expenses paid by the General Partners or
  affiliates on behalf of the Partnership                            64,896                54,210
Advances  made  to   Partnership   from  General
  Partner or affiliates                                              83,268                83,268
                                                     -----------------------    ------------------

    Total                                             $             296,664      $        273,603
                                                     =======================    ==================
</TABLE>

The General  Partner and/or its affiliates do not anticipate  that these accrued
fees will be paid in full until such time as capital  reserves  are in excess of
future foreseeable working capital requirements of the Partnership.

                                       16
<PAGE>

NOTE 4 - ADVANCES TO LOCAL LIMITED PARTNERSHIPS
-----------------------------------------------

During the three months ended June 30, 2003,  the  Partnership  did not make any
advances to any of the Local Limited  Partnerships.  As of June 30, 2003,  total
advances made to Local Limited Partnerships were approximately,  $226,340 all of
which have been reserved in prior periods.  The  Partnership  had determined the
recoverability  of these advances to be improbable and,  accordingly,  a reserve
had been recorded.

NOTE 5 - RESTATEMENT
--------------------

The Partnership, as a limited partner or limited liability company member in the
Local Limited Partnerships, may be unable to affect the selection or monitor the
progress  of the  auditors  of a  Local  Limited  Partnership.  The  partnership
agreement or  operating  agreement of each Local  Limited  Partnership  includes
disincentives for the failure of the Local Limited Partnership to timely deliver
audited  financial  statements  to the  Partnership.  However,  there  can be no
absolute  assurance that the  Partnership  will be able to timely obtain audited
financial statements from each Local Limited  Partnerships.  In such a case, the
Partnership  might estimate its interest in the results of the operations of the
Local Limited Partnership. For the Partnerships quarter ended June 30, 2003, the
Partnership  was unable to obtain audited  financial  statements from one of its
Local Limited Partnerships, Cascade Pines, L.P., II ("Cascade Pines"), as of and
for the Cascade  Pines fiscal year ended  December 31, 2002.  Subsequent  to the
filing date of the  Partnership's  original  Form 10Q for the quarter ended June
30, 2003, the Partnership  obtained the audited financial  statements of Cascade
Pines.  As a result,  the Partnership  has restated its  accompanying  financial
statements for the quarter ended June 30, 2003 to reflect the differences in the
Partnership's  estimated  interest in the results of the  operations  in Cascade
Pines,  and the  Partnership's  actual  interest  in Cascade  Pines based on the
audited financial  statements of Cascade Pines for the Cascade Pines fiscal year
ended  December 31, 2002.  There was no change  between the estimated and actual
losses in Cascade Pines. Additionally, as a result of management's assessment of
the  collectability  of its  receivable  due from  Patten  Towers,  L.P.  II for
advances made to the Local Limited  Partnership  during the year ended March 31,
2003,  the  Partnership  wrote off to bad debt expense the carrying value of the
receivable as of March 31, 2003.

Further  effective in the quarter ended June 30, 2003  impairment is measured by
comparing  investment  carrying  amount  to the sum of the  total  amount of the
remaining tax credits  allocated to the Partnership  and the estimated  residual
values to the  Partnership.  Accordingly,  for the three  months  ended June 30,
2003, as part of the restatement,  the Partnership  recorded  impairment loss of
$132,387.

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

                                                                    June 30, 2003
                                              -----------------------------------------------------------
                                                 As Restated      Adjustments    As Previously Reported
                                              -----------------------------------------------------------
                                              <S>                   <C>                 <C>

Investments in Local Limited Partnerships        $   6,394,057       (48,007)   (j)           6,442,064
Due from affiliate/other assets                              -      (133,268)   (g)             133,268
    Total Assets                                 $   6,423,112      (181,275)   (k)      $    6,604,387


Partners' equity (deficit)
  General partner                                     (114,267)       (1,813)   (c)            (112,454)
  Limited partners                                   6,236,715      (179,462)   (c)           6,416,177
    Total partners' equity                           6,122,448      (181,275)   (b)           6,303,723
</TABLE>

                                       17

<PAGE>

NOTE 5 - RESTATEMENT, continued
-------------------------------

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

                                                             Quarter Ending June 30, 2003
                                              -----------------------------------------------------------
                                                 As Restated      Adjustments    As Previously Reported
                                              -----------------------------------------------------------
                                              <S>                   <C>                 <C>

Reporting fees                                   $       6,206         6,206    (h)      $             -
Distribution income                                        668        (6,206)   (h)                6,874
Impairment loss                                        132,387)     (132,387)   (e)                    -
Amortization                                            (8,361)        1,284    (i)               (9,645)
Equity in losses of Local Limited Partnerships        (244,893)       83,096    (a)             (327,989)
Net loss                                              (398,495)      (48,007)   (b)             (350,488)
Net loss allocated to:
 General partner                                         3,985)         (480)   (c)               (3,505)
 Limited partners                                     (394,510)      (47,527)   (c)             (346,983)

    Net loss per limited partner unit                      (22)           (3)   (d)                  (19)
</TABLE>

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

                                                             Quarter Ending June 30, 2003
                                              -----------------------------------------------------------
                                                 As Restated      Adjustments    As Previously Reported
                                              -----------------------------------------------------------
                                                <S>                   <C>               <C>

General Partner
 Partners' equity (deficit) at March 31, 2003    $   (110,282)         (1,333)  (f)      $     (108,949)
 Net loss                                              (3,985)           (480)  (c)      $       (3,505)
                                              ---------------- -----------------   ----------------------
 Partners' equity (deficit) at June 30, 2003     $   (114,267)         (1,813)                 (112,454)


Limited Partners
 Partners' equity (deficit) at March 31, 2003    $  6,631,225        (131,935)  (f)      $    6,763,160
 Net loss                                            (394,510)        (47,527)  (c)      $     (346,983)
                                              ---------------- -----------------   ----------------------
 Partners' equity (deficit) at June 30, 2003     $  6,236,715        (179,462)                6,416,177


Total
 Partners' equity (deficit) at March 31, 2003    $  6,520,943        (133,268)  (f)      $     6,654,211
 Net loss                                            (398,495)        (48,007)  (b)             (350,488)
                                              ---------------- -----------------   ----------------------
 Partners' equity (deficit) at June 30, 2003     $  6,122,448        (181,275)           $     6,303,723
</TABLE>

                                            18

<PAGE>

NOTE 5 - RESTATEMENT, continued
-------------------------------

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

                                                             Quarter Ending June 30, 2003
                                              -----------------------------------------------------------
                                                 As Restated      Adjustments    As Previously Reported
                                              -----------------------------------------------------------
                                                <S>                  <C>                <C>

Cash flows from operating activities:
  Net loss                                       $    (398,495)       (48,007)  (b)      $       (350,488)
  Adjustments to reconcile net loss to net cash
    (used in) provided by operating activities:
    Amortization                                         8,361         (1,284)  (i)                 9,645
    Equity in losses of limited partnerships           244,893        (83,096)  (a)               327,989
    Impairment loss                                    132,387        132,387   (e)                     -
</TABLE>


(a)  The originally filed Form 10-Q included  estimates for the equity in losses
     for the quarter ended June 30, 2003.  Subsequent to that  originally  filed
     10-Q, the audited  financials for all the Local Limited  Partnerships  were
     received and as such the Partnership  recorded the actual audited equity in
     losses for Local  Limited  Partnerships.  The audits for the Local  Limited
     Partnerships  had total losses of $83,096  less than the estimate  that was
     originally  filed;  this  adjustment is the amount to true up the losses to
     the actual audited amounts.

(b)  This amount  represents the total net loss  adjustment  which is made up of
     the reduction in equity in losses of Local Limited  Partnerships  discussed
     in (a), along with the increase in impairment loss discussed in (e) and the
     reduction in amortization expense as discussed in (i).

(c)  These amounts represent the General Partner and Limited Partners  allocated
     share of the overall net loss adjustments. The General Partner is allocated
     1% and the Limited Partners are allocated 99%.

(d)  The $(3)  increase  in net loss per  partnership  unit is due to  $(47,527)
     adjustment  to the Limited  Partners  net loss  allocation  for the quarter
     ended June 30, 2003 divided by the number of Limited Partner units, 18,000.

(e)  Effective  in the  quarter  ended June 30, 2003  impairment  is measured by
     comparing  investment carrying amount to the sum of the total amount of the
     remaining  tax  credits  allocated  to the  Partnership  and the  estimated
     residual values to the Partnership. Accordingly, for the three months ended
     June  30,  2003,  as  part of the  restatement,  the  Partnership  recorded
     impairment loss of $132,387.

(f)  The beginning  equity balances that are restated are due to the restatement
     that was  reflected  in the  Form  10-K/A  which  was  filed  with the U.S.
     Securities and Exchange Commission on August 2, 2004.

(g)  There was an  adjustment  made in the Form  10-K/A for the year ended March
     31, 2003 which was filed with the U.S.  Securities & Exchange Commission on
     August 2, 2004.  The change was due to the write off advances made to Local
     Limited  Partnerships  in  the  originally  filed  Form  10-K  amounted  to
     $133,268.  The  $133,268  that was  originally  deemed as  collectible  had
     subsequently been deemed as uncollectible.

                                       19
<PAGE>

NOTE 5 RESTATEMENT, continued
-----------------------------

(h)  When the  Partnership  originally  filed the June 30, 2003 Form 10-Q it had
     received  $6,874  from  multiple  Local  Limited  Partnerships  and  it was
     recorded as distributions  to the  Partnership.  Subsequent to the original
     filing it was determined that the $6,206 was actually reporting fees to the
     Partnership.

(i)  The  adjustment  to  amortization  was due to the fact that the  impairment
     expenses,  discussed in (e) reduced one net investment balance in one Local
     Limited  Partnership  to  zero  and  therefore  reducing  the  amortization
     expenses related to that one Local Limited Partnership.

(j)  The  reflected  adjustment  of  $(48,007)  is due to the  current  quarters
     increase in impairment loss of $(132,387) discussed in (e), the decrease of
     $83,096 of equity in losses in Local Limited Partnerships  discussed in (a)
     along with the $1,284 decrease in amortization discussed in (i).

(k)  The  adjustment for total assets is the net effect of the due to the change
     in  investments  in Local  Limited  Partnerships  discussed  in (j) and the
     adjustment in due from affiliates/other assets discussed in (g).

                                       20

<PAGE>

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

Forward-Looking Statements

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

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

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

The following discussion and analysis compares the results of operations for the
fiscal  quarters ended June 30, 2003 and 2002, and should be read in conjunction
with the condensed  financial  statements and accompanying notes included within
this report.

Financial Condition

The Partnership's assets at June 30, 2003 consisted primarily of $29,000 in cash
and aggregate  investments  in the 17 Local Limited  Partnerships  of $6,394,000
(restated).  Liabilities  at June 30, 2003  primarily  consisted  of $297,000 of
accrued annual asset management fees and  reimbursement for expenses paid by the
General Partner and/or its affiliates and accrued expenses of $4,000.

Results of Operations

Three Months  Ended June 30, 2003  Compared to Three Months Ended June 30, 2002.
The  Partnership's  net loss  for the  three  months  ended  June  30,  2003 was
$(398,000)  (restated),  reflecting an increase of $(93,000) (restated) from the
$(305,000)  net loss for the three months  ended June 30,  2002.  The change was
primarily  due to a  $(132,000)  (restated)  increase in  impairment  loss.  The
Partnership changed the way it evaluated impairment during the period ended June
30, 2003,  by comparing  the tax credits  allocated to the  Partnership  and the
current  estimated  residual  value of the  investments  compared to the current
carrying value of each of the investments.  The Partnership  advanced funds to a
Local Limited Partnership which were deemed to be uncollectible and subsequently
reserved  (restated).  The accounting and legal expense  decreased by $3,000 for
the three months ended June 30, 2003 compared to the three months ended June 30,
2002, due to a timing issue of the accounting  work being  performed.  The other
operating expenses decreased by $1,000. Reporting fees increased by $6,000 while
distribution  income  increased by $1,000.  The increase in loss from operations
was offset by a decrease in equity in losses of Local  Limited  Partnerships  of
$24,000 from  $(269,000)  for the three months ended June 30, 2002 to $(245,000)
(restated) for the three months ended June 30, 2003.

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

                                       21

<PAGE>

Capital Resources and Liquidity

Three Months  Ended June 30, 2003  Compared to Three Months Ended June 30, 2002.
Net cash provided  during the three months ended June 30, 2003 was $11,000 while
net  cash  used  during  the  three  months  ended  June 30,  2002 was  $52,000,
reflecting  a period to period  change of $63,000.  The overall  increase in net
cash  provided is  primarily  due  primarily  to a $66,000  increase in net cash
provided by operating  activities  for the restated  three months ended June 30,
2003 compared with the three months ended June 30, 2002.

During the three months ended June 30, 2003 accrued fees and expenses  increased
by  $5,000,   and  consist  primarily  of  accrued  asset  management  fees  and
reimbursement for expenses paid by the General Partner.

The Partnership  expects its future cash flows,  together with its net available
assets as of June 30,  2003,  to be  insufficient  working  capital  to fund its
operations.  Associates has agreed to provide advances sufficient enough to fund
the operations  and working  capital  requirements  of the  Partnership  through
October 31, 2009.

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<PAGE>

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/Wilfred N. Cooper, Jr.
------------------------------
Wilfred N. Cooper, Jr.,
Chairman and Chief Executive Officer of WNC & Associates, Inc.

Date:  October 5, 2009




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

Date:  October 5, 2009

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