UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

 (Mark One)

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

                For the quarterly period ended September 30, 2003
                For the quarterly period ended December 31, 2003

                                       OR

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

             For the transition period from ________ to ___________

                         Commission file number: 0-21895

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

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

                     17782 Sky Park Circle, Irvine, CA 92614
                   ( Address of principle executive offices )

                                 (714) 622-5565
                              ( Telephone Number )

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  file" and  "accelerated  filer" in Rule 12b-2 of the Exchange  Act.
(Check one):

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>

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

                               INDEX TO FORM 10-Q

               For the Quarterly periods Ended September 30, 2003
                              and December 31, 2003


PART I. FINANCIAL INFORMATION

  Item 1. Financial Statements

  Balance Sheets
     As of September 30, 2003, December 31, 2003 and March 31, 2003............3

  Statements of Operations
     For the Three and Six Months Ended September 30, 2003 and 2002............4
     For the Three and Nine Months Ended December 31, 2003 and 2002............5

  Statements of Partners' Equity (Deficit)
     For the Six Months Ended September 30, 2003 ..............................6
     For the Nine Months Ended December 31, 2003 ..............................6

  Statements of Cash Flow
     For the Six Months Ended September 30, 2003 and 2002......................7
     For the Nine Months Ended December 31, 2003 and 2002......................8

  Notes to Financial Statements................................................9

  Item 2. Management's Discussion and Analysis of Financial
          Condition and Results of Operations.................................20

  Item 3. Quantitative and Qualitative Disclosures About Market Risk..........22

  Item 4.  Controls and Procedures  ..........................................22

PART II. OTHER INFORMATION

  Item 1. Legal Proceedings...................................................23

  Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds........23

  Item 3.  Defaults Upon Senior Securities....................................23

  Item 4.  Submission of Matters to a Vote of Security Holders................23

  Item 5.  Other Information..................................................23

  Item 6. Exhibits............................................................23

  Signatures..................................................................25

                                       2

<PAGE>
<TABLE>
<CAPTION>

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

                                                           BALANCE SHEETS
                                                             (unaudited)


                                                          September 30, 2003      December 31, 2003        March 31, 2003
                                                       -----------------------  ---------------------    ------------------
ASSETS
                                                       <S>                      <C>                      <C>

  Cash                                                  $              25,897    $            26,650      $         18,348
  Investments in Local Limited Partnerships,
    net (Note 2)                                                    6,138,479              5,881,459             6,780,198
                                                       -----------------------  ---------------------    ------------------

     Total Assets                                       $           6,164,376    $         5,908,109      $      6,798,546
                                                       =======================  =====================    ==================

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
  Accrued expenses                                      $               4,000    $             4,000      $          4,000
  Accrued fees and expenses due to
    General Partner and affiliates (Note 3)                           309,896                323,826               273,603
                                                       -----------------------  ---------------------    ------------------

     Total Liabilities                                                313,896                327,826               277,603
                                                       -----------------------  ---------------------    ------------------

Partners' equity (deficit):
  General Partner                                                    (116,987)              (119,689)             (110,282)
  Limited Partners (25,000 Partnership Units
    authorized; 18,000 Partnership Units issued
    and outstanding)                                                5,967,467              5,699,972             6,631,225
                                                       -----------------------  ---------------------    ------------------

         Total Partners' Equity                                     5,850,480              5,580,283             6,520,943
                                                       -----------------------  ---------------------    ------------------
            Total Liabilities and Partners' Equity      $           6,164,376    $         5,908,109      $      6,798,546
                                                       =======================  =====================    ==================


                                           See accompanying notes to financial statements

                                                                3
</TABLE>

<PAGE>

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

                                                       STATEMENTS OF OPERATIONS

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


                                                   2003                                       2002
                                    -------------------------------------     ---------------------------------------
                                          Three                 Six                Three                   Six
                                          Months               Months              Months                 Months
                                    -----------------     ---------------     ----------------      -----------------
                                    <S>                   <C>                 <C>                   <C>

Reporting fees                       $         4,481       $      10,687       $            -        $             -
Distribution income                                -                 668                    -                      -
Recovery of bad debt                               -               3,311                    -                      -
                                    -----------------     ---------------     ----------------      -----------------

    Total income                               4,481              14,666                    -                      -
                                    -----------------     ---------------     ----------------      -----------------

Operating expenses:
 Amortization (Note 2)                         8,361              16,722                9,645                 19,290
 Asset management fees (Note 3)               12,375              24,750               12,375                 24,750
 Impairment loss (Note 2)                          -             132,387                    -                      -
 Legal and accounting fees                     9,550              15,109               13,674                 22,153
 Write off of advances to
   Local Limited Partnerships
   (Note 4)                                        -                   -               40,815                 42,882
 Other                                         1,307               6,434                  118                  3,811
                                    -----------------     ---------------     ----------------      -----------------

    Total operating expenses                  31,593             195,402               76,627                112,886
                                    -----------------     ---------------     ----------------      -----------------

Loss from operations                         (27,112)           (180,736)             (76,627)              (112,886)

Equity in losses of Local
 Limited Partnerships (Note 2)              (244,893)           (489,786)            (269,024)              (538,048)

Interest income                                   37                  59                   77                    326
                                    -----------------     ---------------     ----------------      -----------------
Net loss                             $      (271,968)      $    (670,463)      $     (345,574)       $      (650,608)
                                    =================     ===============     ================      =================

Net loss allocated to:
 General Partner                     $        (2,720)      $      (6,705)      $       (3,456)       $        (6,506)
                                    =================     ===============     ================      =================

  Limited Partners                   $      (269,248)       $    (663,758)      $     (342,118)       $      (644,102)
                                    =================     ===============     ================      =================

Net loss per
 Partnership Unit                    $           (15)      $         (37)      $          (19)       $           (36)
                                    =================     ===============     ================      =================

Outstanding weighted
 Partnership Units                            18,000              18,000               18,000                 18,000
                                    =================     ===============     ================      =================

                                       See accompanying notes to financial statements

                                                           4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

                                                       STATEMENTS OF OPERATIONS

                                 For the Three Months and Nine Months Ended December 31, 2003 and 2002
                                                              (unaudited)


                                                   2003                                       2002
                                    -------------------------------------     ---------------------------------------
                                          Three                 Six                Three                   Six
                                          Months               Months              Months                 Months
                                    -----------------     ---------------     ----------------      -----------------
                                    <S>                   <C>                 <C>                   <C>

Reporting fees                       $         3,706       $      14,393       $            -        $             -
Distribution  income                               -                 668                    -                      -
Recovery of bad debt                               -               3,311                    -                      -
                                    -----------------     ---------------     ----------------      -----------------

   Total income                                3,706              18,372                    -                      -
                                    -----------------     ---------------     ----------------      -----------------

Operating expenses:
 Amortization (Note 2)                         8,361              25,083                9,645                 28,935
 Asset management fees (Note 3)               12,375              37,125               12,375                 37,125
 Impairment loss (Note 2)                          -             132,387                    -                      -
 Legal and accounting fees                     2,125              17,234                4,039                 26,192
 Write off of advances to
  Local Limited Partnerships
  (Note 4)                                         -                   -                    -                 42,822
 Other                                         2,416               8,850                2,101                  5,972
                                    -----------------     ---------------     ----------------      -----------------

   Total operating expenses                   25,277             220,679               28,160                141,046
                                    -----------------     ---------------     ----------------      -----------------

Loss from operations                         (21,571)           (202,307)             (28,160)              (141,046)

Equity in losses of Local
 Limited Partnerships (Note 2)              (248,659)           (738,445)            (269,024)              (807,072)

Interest income                                   33                  92                   51                    377
                                    -----------------     ---------------     ----------------      -----------------

Net loss                             $      (270,197)      $    (940,660)      $     (297,133)       $      (947,741)
                                    =================     ===============     ================      =================

Net loss allocated to:
 General Partner                     $        (2,702)      $      (9,407)      $       (2,971)       $        (9,477)
                                    =================     ===============     ================      =================

 Limited Partners                    $      (267,495)      $    (931,253)      $     (294,162)       $      (938,264)
                                    =================     ===============     ================      =================

Net loss per
 Partnerships Units                  $           (15)      $         (52)      $          (16)       $           (52)
                                    =================     ===============     ================      =================

Outstanding weighted
 Partnership Units                            18,000              18,000               18,000                 18,000
                                    =================     ===============     ================      =================

                                       See accompanying notes to financial statements

                                                           5
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

                                                 STATEMENTS OF PARTNES EQUITY(DEFICIT)

                                      For the Six Months Ended September 30, 2003 and Nine Months
                                                        Ended December 31, 2003
                                                              (unaudited)


                                             For the Six Months Ended September 30, 2003

                                                          General              Limited
                                                          Partner              Partners                 Total
                                                       ---------------      ----------------      ------------------
                                                       <S>                  <C>                   <C>

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

Net loss                                                       (6,705)             (663,758)               (670,463)
                                                       ---------------      ----------------      ------------------

Partners' equity (deficit) at September 30, 2003        $    (116,987)       $    5,967,467        $      5,850,480
                                                       ===============      ================      ==================



                                             For the Nine Months Ended December 31, 2003

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

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

Net loss                                                       (9,407)             (931,253)               (940,660)
                                                       ---------------      ----------------      ------------------

Partners' equity (deficit) at December 31, 2003         $    (119,689)       $    5,699,972        $      5,580,283
                                                       ===============      ================      ==================


                                       See accompanying notes to financial statements

                                                           6
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

                                                       STATEMENTS OF CASH FLOWS

                                         For the Six Months Ended September 30, 2003 and 2002
                                                              (unaudited)

                                                                            2003                 2002
                                                                        --------------      ---------------
                                                                       <S>                 <C>

Cash flows from operating activities:

 Net loss                                                               $    (670,463)       $    (650,608)
   Adjustments to reconcile net loss to net cash
     provided by (used in) operating activities:
       Amortization                                                            16,722               19,290
       Equity in losses of Local Limited Partnerships                         489,786              538,048
       Impairment loss                                                        132,387                    -
       Advances to Local Limited Partnerships                                       -            (132,473)
       Change in accrued expenses                                                   -              123,123
       Change in accrued  fees and expenses due to
         General Partner and affiliates                                        36,293               34,285
                                                                        --------------      ---------------

       Net cash provided by (used in) operating activities                      4,725              (68,335)
                                                                        --------------      ---------------

Cash flows from investing activities:

   Distributions received from Local Limited Partnerships                       2,824                7,412
                                                                        --------------      ---------------

       Net cash provided by investing activities                                2,824                7,412
                                                                        --------------      ---------------

Net increase (decrease) in cash                                                 7,549              (60,923)

Cash, beginning of period                                                      18,348               78,098
                                                                        --------------      ---------------

Cash, end of period                                                      $     25,897        $      17,175
                                                                        ==============      ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 Taxes paid                                                              $          -        $         800
                                                                        ==============      ===============


                                       See accompanying notes to financial statements

                                                           7
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

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

                                                       STATEMENTS OF CASH FLOWS

                                         For the Nine Months Ended December 31, 2003 and 2002
                                                              (unaudited)

                                                                            2003                 2002
                                                                        --------------      ---------------
                                                                        <S>                 <C>

Cash flows from operating activities:
 Net loss                                                                $   (940,660)       $    (947,741)
   Adjustments to reconcile net loss to net cash
     provided by (used in) operating activities:
       Amortization                                                            25,083               28,935
       Equity in losses of Local Limited Partnerships                         738,445              807,072
       Impairment loss                                                        132,387                    -
       Advances to Local Limited Partnerships                                       -            (133,268)
       Change in accrued expenses                                                   -              (2,067)
       Change in accrued  fees and expenses due to
         General Partner and affiliates                                        50,223              178,785
                                                                        --------------      ---------------
       Net cash provided by (used in) operating activities                      5,478             (68,284)
                                                                        --------------      ---------------

Cash flows from investing activities:

   Distributions received from Local Limited Partnerships                       2,824               11,118
                                                                        --------------      ---------------

       Net cash provided by investing activities                                2,824               11,118
                                                                        --------------      ---------------

Net increase (decrease) in cash                                                 8,302             (57,166)

Cash, beginning of period                                                      18,348               78,098
                                                                        --------------      ---------------

Cash, end of period                                                      $     26,650        $      20,932
                                                                        ==============      ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

   Taxes paid                                                            $          -        $         800
                                                                        ==============      ===============

                                       See accompanying notes to financial statements

                                                           8
</TABLE>
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

             For the Quarterly periods ended September 30, 2003 and
                                December 31, 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
PlaceTypecountry-regionplaceUnited  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 six months ended September 30, 2003 and
nine months  ended  December  31,  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  partnerships  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
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 Form
10-K/A.

                                       9

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

             For the Quarterly periods ended September 30, 2003 and
                                December 31, 2003
                                   (unaudited)

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

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  Tax  Credits   rules  are   extremely   complicated.
Noncompliance  with these rules results in the loss of future Low Income Housing
Tax  Credits  and the  fractional  recapture  of Low Income  Housing Tax Credits
already taken. In most cases the annual amount of Low Income Housing Tax 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 price which  would  result in the  Partnership
realizing cash distributions or proceeds from the transaction.  Accordingly, the
Partnership  may be unable to distribute any cash to its Limited  Partners.  Low
Income  Housing Tax 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 Tax  Credits,  a  fractional  recapture  of prior Low
Income Housing Tax Credits,  and a loss of the  Partnership's  investment in the
Housing  Complex  would  occur.  The  Partnership  is  a  limited  partner  or a
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 Tax Credits and recapture of Low Income
Housing Tax  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.

                                       10

<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 Tax
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 September 30, 2010.

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 December 31, 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 December 31, 2003.  As of December 31, 2003 no Housing  Complexes
have been  identified  for  disposition.  Subsequent  to  December  31, 2003 one
Housing  Complex,  Cascade Pines,  had been sold (see Note 5) and one additional
Housing Complex, Patten Towers II, L.P., had been identified for disposition.

                                       11

<PAGE>

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

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
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  allocable  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 each of the periods ended
September 30, 2003 and 2002 and December 31, 2003 and 2002 have been recorded by
the  Partnership.  Management's  estimate for the six and  nine-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  from the  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
(see Note 2). 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 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
September 30, 2003 and December 31, 2003 six and seven investment  balances have
reached a zero balance, respectively.

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.

                                       12

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

             For the Quarterly periods ended September 30, 2003 and
                                December 31, 2003
                                   (unaudited)

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

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

The Partnership considers all highly liquid investments with original maturities
of three months or less when purchased to be cash  equivalents.  For all periods
presented, the Partnership had no cash equivalents.

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.

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

Acquisition  fees  and  costs  are  being  amortized  over 30  years  using  the
straight-line  method.  Amortization  expense  for each of the six months  ended
September  30, 2003 and 2002 was $16,722 and $19,290,  respectively  and for the
nine  months  ended  December  31,  2003 and 2002 it was  $25,083  and  $28,935,
respectively.

Impairment
----------

A loss in value from Local Limited Partnership other than a temporary decline is
recorded as an impairment  loss.  Effective in the quarter  ending 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.

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.

                                       13

<PAGE>

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

As of the periods  presented,  the Partnership had acquired limited  partnership
interests  in17  Local  Limited  Partnerships,  each of which  owns one  Housing
Complex  consisting of an aggregate of 1,120  apartment  units.  The  respective
Local General Partners of the Local Limited  Partnerships  manage the day to day
operations  of the entities.  Significant  Local  Limited  Partnership  business
decisions, as defined,  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 Low Income  Housing  Tax  Credits of the Local  Limited
Partnerships,  except for one of the  investments  for which the  Partnership is
entitled to 49.49% of such amount.

A loss in value of a Local Limited Partnership other than a temporary decline is
recorded  as an  impairment  loss.  Impairment  is  measured  by  comparing  the
investment  carrying  amount to the sum of the total amount of the remaining Low
Income  Housing 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 six months ended  September  30,
2003 and 2002,  respectively,  and  $132,387 and $0 during the nine months ended
December 31, 2003 and 2002, respectively.

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

                                                                   For the Six                For the Year
                                                                   Months Ended                  Ended
                                                                September 30, 2003           March 31, 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                   (2,824)                 (5,386)
     Equity in losses of Local Limited Partnerships                         (489,786)             (2,146,242)
     Amortization of capitalized acquisition fees and costs                  (16,722)                (38,580)
                                                              -----------------------      ------------------
     Investments per balance sheet, end of period              $           6,138,479        $      6,780,198
                                                              =======================      ==================

                                                                   For the Nine               For the Year
                                                                   Months Ended                  Ended
                                                                 December 31, 2003           March 31, 2003
                                                              -----------------------      ------------------
     Investments per balance sheet, beginning of period        $           6,780,198        $      8,970,406
     Impairment loss                                                        (132,387)                      -
     Distributions received from Local Limited Partnerships                   (2,824)                 (5,386)
     Equity in losses of Local Limited Partnerships                         (738,445)             (2,146,242)
     Amortization of capitalized acquisition fees and costs                  (25,083)                (38,580)
                                                              -----------------------      ------------------
     Investments per balance sheet, end of period              $           5,881,459        $      6,780,198
                                                              =======================      ==================
</TABLE>

                                                 14
<PAGE>

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued
-------------------------------------------------------------
<TABLE>
<CAPTION>

                                                                   For the Six                For the Year
                                                                   Months Ended                  Ended
                                                                September 30, 2003           March 31, 2003
                                                              -----------------------      ------------------
                                                              <S>                          <C>

     Investments in Local Limited Partnerships, net            $           5,359,233        $      5,984,230
     Acquisition fees and costs, net of accumulated
       amortization of $542,049 and $525,327                                 779,246                 795,968
                                                              -----------------------      ------------------
     Investments per balance sheet, end of period              $           6,138,479        $      6,780,198
                                                              =======================      ==================

                                                                   For the Nine               For the Year
                                                                   Months Ended                  Ended
                                                                 December 31, 2003           March 31, 2003
                                                              -----------------------      ------------------
     Investments in Local Limited Partnerships, net            $           5,116,783        $      5,984,230
     Acquisition fees and costs, net of accumulated
       amortization of $556,619 and $525,327                                 764,676                 795,968
                                                              -----------------------      ------------------
     Investments per balance sheet, end of period              $           5,881,459        $      6,780,198
                                                              =======================      ==================
</TABLE>

Selected  financial  information for the six months ended September 30, 2003 and
2002 from the unaudited  combined  condensed  financial  statements of the Local
Limited Partnerships in which the Partnership has invested is as follows:

                                COMBINED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                             2003                    2002
                                                      -------------------    ---------------------
                                                      <S>                    <C>

         Revenues                                      $       2,700,000      $         3,002,000
                                                      -------------------    ---------------------
         Expenses:
         Interest expense                                        756,000                  777,000
         Depreciation and amortization                           758,000                  784,000
         Operating expenses                                    2,740,000                2,058,000
                                                      -------------------    ---------------------
             Total expenses                                    4,254,000                3,619,000
                                                      -------------------    ---------------------

         Net loss                                      $      (1,554,000)                (617,000)
                                                      ===================    =====================

         Net loss allocable to the Partnership         $      (1,539,000)     $          (584,000)
                                                      ===================    =====================
         Net loss recorded by the Partnership          $        (490,000)     $          (538,000)
                                                      ===================    =====================
</TABLE>

                                                 15

<PAGE>

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

Selected  financial  information for the nine months ended December 31, 2003 and
2002 from the unaudited  combined  condensed  financial  statements of the Local
Limited Partnerships in which the Partnership has invested is as follows:

                                COMBINED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                             2003                    2002
                                                      -------------------    ---------------------
                                                      <S>                    <C>

         Revenues                                      $       4,049,000      $         4,504,000
                                                      -------------------    ---------------------
         Expenses:
           Interest expense                                    1,134,000                1,165,000
           Depreciation and amortization                       1,136,000                1,177,000
           Operating expenses                                  4,111,000                3,088,000
                                                      -------------------    ---------------------
             Total expenses                                    6,381,000                5,430,000
                                                      -------------------    ---------------------

         Net loss                                      $      (2,332,000)     $          (926,000)
                                                      ===================    =====================
         Net loss allocable to the Partnership         $      (2,309,000)     $          (876,000)
                                                      ===================    =====================
         Net loss recorded by the Partnership          $        (738,000)                (807,000)
                                                      ===================    =====================
</TABLE>

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

                                       16

<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 and was granted 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.

Subsequent to December 31, 2003,  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  requested and received
approval from HUD to participate in a follow-up inspection.  As of January 2009,
HUD  re-inspected  the property and Patten Towers  received an acceptable  score
from HUD thereby allowing the property to continue to participate in the housing
assistance  program.  Patten Towers is currently listed for sale with a national
brokerage firm. Any sale transaction contemplated will require that the property
maintain compliance with the Section 42 tax credit provisions,  thereby avoiding
recapture of any previously claimed tax credits.

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. The management of Heritage has confirmed that the insurance
company is paying the  remaining six claims which range from $500 - $2,000 each.
If for any reason 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  $454,487  and  $464,631 at December 31, 2003 and
September 30, 2003,, respectively.  Loss of the Heritage investment could result
in the cessation and recapture of tax credits and certain prior tax  deductions.
As of the date of this report no losses have been recognized and management does
not expect losses to occur.

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 for the following fees:

     (a)  Acquisition  fees of up to 7.5% of the gross proceeds from the sale of
          Partnership  Units as compensation for services rendered in connection
          with the acquisition of Local Limited Partnerships.  At the end of all
          periods  presented,  the  Partnership  incurred  acquisition  fees  of
          $1,200,785.  Accumulated  amortization of these  capitalized costs was
          $501,368, $493,824 and $478,736 as of December 31, 2003, September 30,
          2003 and March 31, 2003, respectively.

                                       17

<PAGE>

NOTE 3 - RELATED PARTY TRANSACTIONS, continued
----------------------------------------------

     (b)  Reimbursement of costs incurred by the General Partner or an affiliate
          of  Associates  in connection  with the  acquisition  of Local Limited
          Partnerships.  These  reimbursements have not exceeded 1% of the gross
          proceeds.  As of the end of all  periods  presented,  the  Partnership
          incurred  acquisition  costs of $120,510,  which have been included in
          investments in Local Limited  Partnerships.  Accumulated  amortization
          was $55,251,  $48,225 and $46,591 as of December  31, 2003,  September
          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  Partnerships'
          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 for each of the six months ended September 30,
          2003 and 2002 were  $24,750.  Asset  management  fees of $37,125  were
          incurred  during each of the nine months  ended  December 31, 2003 and
          2002.  The  Partnership  paid the  General  Partner or its  affiliates
          $10,000 and $0 of those fees during the six months ended September 30,
          2003 and 2002,  respectively  and  $10,000  and $0 for the nine months
          ended December 31, 2003 and 2002, respectively.

     (d)  A  subordinated  disposition  fee in an amount equal to 1% of the sale
          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. No such fee was incurred for all periods
          presented.

     (e)  The  Partnership  reimburses the General Partner or its affiliates for
          operating  expenses  incurred on behalf of the Partnership.  Operating
          expense reimbursements were $0 and $13,567 during the six months ended
          September 30, 2003 and 2002,  respectively  and $2,986 and $13,567 for
          the nine months ended December 31, 2003 and 2002, respectively.

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

                                               September 30,          December 31,           March 31,
                                                  2003                   2003                   2003
                                            ------------------     -----------------     -----------------
                                            <S>                    <C>                   <C>

   Accrued asset management fees             $        150,875       $       163,250       $       136,125
   Expenses paid by the General
     Partners or an affiliates on
     behalf of the Partnership                         75,753                77,308                54,210
   Advances  made  to  Partnership from
     General Partner or affiliates                     83,268                83,268                83,268
                                            ------------------     -----------------     -----------------
       Total                                 $        309,896       $       323,826       $       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.

                                       18
<PAGE>

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

During the six and nine months ended  September  30, 2003 and December 31, 2003,
the  Partnership  did  not  make  any  advances  to  any of  the  Local  Limited
Partnerships.  As of September  30, 2003 and December 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 - SUBSEQUENT EVENTS
--------------------------

In January  2007,  one Housing  Complex  had been sold,  Cascade  Pines,  L.P.II
("Cascade").  This Local Limited Partnership  started to experience  operational
issues  during the year ended March 31, 2003 and  continued to have  operational
issues  primarily  due to cash flow issues.  As discussed in Note 2 Cascade lost
all its rental  assistance  contracts in late 2004,  thereby  creating cash flow
issues that were not correctable.  Therefore the Partnership  deemed it to be to
the benefit of the Partnership to sell its interest in Cascade.

Subsequent  to December  31,  2003,  cumulative  advances  to one Local  Limited
Partnership,  Cascade Pines, L.P., II ("Cascade Pines") totaled $1,155,728.  The
Partnership  had received cash advances from the General  Partner or affiliates,
which  were in turn  advanced  to  Cascade  Pines to aid the  property  with its
operational  issues. When Cascade Pines was sold during the year ended March 31,
2007,  there were no net cash  proceeds and  therefore  the  advances  that were
previously  made by the General  Partner to the Partnership to fund the advances
to Cascade Pines were forgiven.  The  cancellation  of that debt is considered a
capital  contribution  by the General  Partner to the Partnership and as such it
will  be  reflected  in the  statement  of  partners'  equity  (deficit)  in the
Partnership's financial statements for the year ended March 31, 2007.

Subsequent to December 31, 2003, the General  Partner forgave past advances made
to the  Partnership  totaling  $1,432,427.  The  Partnership  had received  cash
advances from the General Partner or affiliates,  which were in turn advanced to
certain Local Limited  Partnerships  to help aid the Local Limited  Partnerships
with their operational  issues.  The advances were deemed to be uncollectible by
the  General  Partner  therefore  the debt was  forgiven  and was  recorded as a
capital contribution made by the General Partner to the Partnership.

Subsequent to December 31, 2003,  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  requested and received
approval from HUD to participate in a follow-up inspection.  As of January 2009,
HUD  re-inspected  the property and Patten Towers  received an acceptable  score
from HUD thereby allowing the property to continue to participate in the housing
assistance  program.  Patten Towers is currently listed for sale with a national
brokerage firm. Any sale transaction contemplated will require that the property
maintain compliance with the Section 42 tax credit provisions,  thereby avoiding
recapture  of any  previously  claimed  tax  credits.  Patten  Towers  has  been
identified for disposition.

                                       19

<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,  this
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations"  and other  discussions  elsewhere in this Form 10-Q 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 the
Partnership  or persons  acting on its behalf are  expressly  qualified in their
entirety by  cautionary  statements in this Form 10-Q and in other reports filed
with the Securities and Exchange Commission.  The following discussion should be
read in conjunction with the Financial Statements and the Notes thereto included
elsewhere in this filing.

The following discussion and analysis compares the results of operations for the
three and six months ended  September 30, 2003 and 2002,  and the three and nine
months ended December 31, 2003 and 2002, and should be read in conjunction  with
the combined  condensed  financial  statements and  accompanying  notes included
within this report.

Financial Condition

The Partnership's assets at September 30, 2003 consisted primarily of $26,000 in
cash and aggregate  investments in the seventeen  Local Limited  Partnerships of
$6,138,000. Liabilities at September 30, 2003 primarily consisted of $310,000 of
accrued annual asset management fees and  reimbursement for expenses paid by the
General Partner and/or its affiliates accrued expenses of $4,000.

The Partnership's  assets at December 31, 2003 consisted primarily of $27,000 in
cash and aggregate  investments in the seventeen  Local Limited  Partnerships of
$5,881,000. Liabilities at September 30, 2003 primarily consisted of $324,000 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  September  30,  2003  Compared to the Three  Months  Ended
September  30,  2002  The  Partnership's  net loss for the  three  months  ended
September  30,  2003 was  $(272,000),  reflecting  a decrease  of  approximately
$74,000 from the net loss of $(346,000) for the three months ended September 30,
2002.  There  was a $50,000  decrease  in loss from  operations.  This  decrease
included  a $41,000  decrease  in write off of  advances  made to Local  Limited
Partnerships  due to the  Partnership  making  advances in the amount of $41,000
during the three months ended  September  30, 2002 and reserving the full amount
in the same  quarter,  compared to $0 in advances  during the three months ended
September 30, 2003.  There was also a decrease of $4,000 in accounting and legal
expenses due to a timing issue of the accounting work being performed. Reporting
fees increased by $4,000 due to the fact that Local Limited Partnerships pay the
reporting fees to the Partnership when the Local Limited Partnership's cash flow
will allow for the payment.  Amortization  expenses also decreased by $1,000 for
the three months ended  September  30,  2003.  Finally,  there was a decrease of
$24,000 in equity in losses of Local Limited  Partnerships  for the three months
ended  September 30, 2003 compared to the three months ended September 30, 2002.
The equity in losses can vary each year  depending on the  operations of each of
the Local Limited Partnerships.

                                       20

<PAGE>

Six Months Ended  September 30, 2003 Compared to Six Months Ended  September 30,
2002 The  Partnership's net loss for the six months ended September 30, 2003 was
$(670,000),  reflecting an increase of approximately $(20,000) from the net loss
of $(650,000)  for the six months ended  September 30, 2002. The increase in net
loss was primarily due to the $(68,000)  increase in loss from operations  which
was  largely the result of an increase in  impairment  loss of  $(132,000).  The
Partnership changed the way it evaluated  impairment during the six months ended
September 30, 2003, by comparing the Low Income Housing Tax Credits allocated to
the Partnership and the current  estimated  residual value of the investments to
the  Partnerships  compared  to  the  current  carrying  value  of  each  of the
investments.  The accounting and legal expenses  decreased by $7,000 for the six
months ended  September 30, 2003 compared to the six months ended  September 30,
2002 due to the timing issue of accounting  work being  performed.  In addition,
there was also a  decrease  of $43,000  in write off of  advances  made to Local
Limited  Partnerships  for the six months  ended  September  30,  2002 due to an
advance of $43,000 made to a Local Limited Partnership which was reserved during
the same six month  period  compared to $0 advanced  and reserved for during the
six months ended  September 30, 2003.  Reporting  fees and  distribution  income
increased by $11,000 and $1,000, respectively due to the fact that Local Limited
Partnerships pay the reporting fees and  distribution  income to the Partnership
when the Local Limited Partnership's cash flow will allow for the payment. There
was also a $3,000  recovery of bad debt for the six months ended  September  30,
2003. The increase in loss from operations was offset by a decrease of equity in
losses of Local Limited Partnerships by $48,000 to $(490,000) for the six months
ended  September 30, 2003 from $(538,000) for the six months ended September 30,
2002. The decrease in equity in losses of Local Limited  Partnerships  is due to
the Partnership  recognizing losses of Local Limited Partnerships,  which varies
with the local economies of the underlying properties.

Three Months Ended December 31, 2003 Compared to the Three Months Ended December
31, 2002 The Partnership's net loss for the three months ended December 31, 2003
was $(270,000), reflecting a decrease of approximately $27,000 from the net loss
of $(297,000) for the three months ended  December 31, 2002.  That was partially
due to a decrease of equity in losses of Local Limited  Partnerships  of $20,000
to $(249,000) for the three months ended  December 31, 2003 from  $(269,000) for
the three  months ended  December 31, 2002.  The decrease in equity in losses of
Local Limited Partnerships is due to the Partnership recognizing losses of Local
Limited  Partnerships,  which  varies  depending  on the local  economies of the
underlying  properties.  The  decrease  in equity  in  losses  of Local  Limited
Partnerships  was combined with a $7,000 decrease in loss from  operations.  The
accounting  and legal  expenses  decreased  by $2,000 for the three months ended
December 31, 2003 compared to the three months ended  December 31, 2002 due to a
timing issue of the accounting work being performed.  Amortization  expense also
decreased by $1,000 for the three months ended December 31, 2003. Reporting fees
increased by $4,000 for the three months ended December 31, 2003 compared to the
three  months  ended  December  31,  2002 due to the  fact  that  Local  Limited
Partnerships  pay the reporting fees to the  Partnership  when the Local Limited
Partnership's cash flow will allow for the payment.

Nine Months Ended  December 31, 2003 Compared to the Nine Months Ended  December
31, 2002 The  Partnership's net loss for the nine months ended December 31, 2003
was $(941,000),  reflecting a decrease of approximately $7,000 from the net loss
of $(948,000)  for the nine months ended  December 31, 2002. The decrease in net
loss was  largely due to the  increase in  impairment  loss of  $(132,000).  The
Partnership changed the way it evaluated impairment during the nine months ended
December 31, 2003, by comparing the Low Income Housing Tax Credits  allocated to
the Partnership and the current  estimated  residual value of the investments to
the  Partnership  compared  to  the  current  carrying  value  of  each  of  the
investments.  Additionally, there was also a decrease of $43,000 in write off of
advances made to Local Limited  Partnerships  for the nine months ended December
31,  2003 due to no  advances  made to Local  Limited  Partnerships  compared to
$43,000  advanced and  reserved  for during the nine months  ended  December 31,
2002.  Reporting fees and  distribution  income increased by $14,000 and $1,000,
respectively  for the nine months ended  December 31, 2003  compared to the nine
months ended  December 31, 2002 due to the fact that Local Limited  Partnerships
pay the reporting fee and distribution  income to the Partnership when the Local
Limited  Partnership's  cash flow will allow for the  payment.  There was also a
$3,000  increase in recovery of bad debt for the three months ended December 31,
2003. The accounting and legal expenses  decreased by $9,000 for the nine months
ended  December 31, 2003 compared to the nine months ended December 31, 2002 due
to the  timing  issue of  accounting  work  being  performed.  The  amortization
expenses  decreased  by $4,000 and the other  operating  expenses  increased  by
$(3,000).  There was also a  decrease  of  equity  in  losses  of Local  Limited
Partnerships  of $69,000 to  $(738,000)  for the nine months ended  December 31,
2003 from  $(807,000) for the nine months ended December 31, 2002. The equity in
losses of Local Limited  Partnerships can vary depending on the economies of the
underlying properties.

                                       21

<PAGE>

Capital Resources and Liquidity

Six Months Ended  September 30, 2003 Compared to Six Months Ended  September 30,
2002 Net cash  provided  during  the six months  ended  September  30,  2003 was
$8,000, compared to net cash used during the six months ended September 30, 2002
of $(61,000),  reflecting a change of $69,000.  The decrease in cash used during
the six months ended  September  30, 2003 is largely due to no advances  made to
Local Limited  Partnerships for the six months ended September 30, 2003 compared
to $(132,000) of advances made to Local Limited  Partnerships for the six months
ended  September 30, 2002.  During the six months ended  September 30, 2002, The
Partnership  received  $83,000 in cash advances  from the General  Partner or an
affiliate which was then advanced to the troubled Local Limited Partnership,  as
discussed above. The $83,000 that was advanced to the Partnership was classified
in the accrued expenses for the six months ended September 30, 2002.  During the
six months ended September 30, 2002 $7,000 in  distributions  from Local Limited
Partnerships  was  collected  compared  to $3,000  during the six  months  ended
September  30,  2003.  That net  decrease was offset by the $11,000 in reporting
fees, $1,000 in distribution  income and $3,000 in recovery of bad debt that was
collected  in the six  months  ended  September  30,  2003  compared  to no cash
collected for the six months ended  September 30, 2002. The difference is due to
the fact that Local Limited Partnerships pay distributions and reporting fees to
the Partnership  when the Local Limited  Partnership's  cash flow will allow for
the payment.

Nine Months Ended  December 31, 2003 Compared to Nine Months Ended  December 31,
2002 Net cash  provided  during the nine  months  ended  December  31,  2003 was
$8,000, compared to net cash used during the nine months ended December 31, 2002
of $(57,000),  reflecting a change of $65,000.  The decrease in cash used during
the nine months ended  December  31, 2003 is largely due to no advances  made to
Local Limited  Partnerships for the nine months ended December 31, 2003 compared
to $(132,000) of advances made to Local Limited Partnerships for the nine months
ended  December 31, 2002.  During the nine months ended  December 31, 2002,  The
Partnership  received  $83,000 in cash advances  from the General  Partner or an
affiliate which was then advanced to the troubled Local Limited Partnership,  as
discussed above. The $83,000 that was advanced to the Partnership was classified
in the accrued expenses for the nine months ended December 31, 2002.  During the
nine months ended December 31, 2002 $11,000 in distributions  from Local Limited
Partnerships  was  collected  compared to $3,000  during the nine  months  ended
December 31, 2003.  That net decrease in cash received was offset by the $14,000
in reporting fees,  $1,000 in distribution  income and $3,000 in recovery of bad
debt that was  collected in the nine months ended  December 31, 2003 compared to
no cash collected for the nine months ended December 31, 2002. The difference is
due to the fact that Local Limited  Partnerships pay distributions and reporting
fees to the  Partnership  when the Local  Limited  Partnership's  cash flow will
allow for the payment.  Additionally  the  Partnership  paid  $(13,000) in asset
management  fees and  reimbursements  to the General Partner or an affiliate for
the nine months ended December 31, 2003 compared to $(14,000)  being paid during
the nine months ended December 31, 2002.

During the six and nine months ended  September  30, 2003 and December 31, 2003,
accrued  payables,  which consist primarily of related party management fees and
advances  due  to  the  General  Partner,  increased  by  $36,000  and  $50,000,
respectively.  The General  Partner does not anticipate  that these accrued fees
and advances  will be paid until such time as capital  reserves are in excess of
foreseeable working capital requirements of the Partnership.

The Partnership  expects its future cash flows,  together with its net available
assets  as of  December  31,  2003,  to be  insufficient  to meet all  currently
foreseeable  future  cash  requirements.   Associates  has  agreed  to  continue
providing advances  sufficient enough to fund the operations and working capital
requirements of the Partnership through September 30, 2010.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

         NOT APPLICABLE

Item 4. Controls and Procedures

(a)     Disclosure controls and procedures
        ----------------------------------

          As of the end of the periods covered by this report, the Partnership's
          General Partner,  under the supervision and with the  participation of
          the Chief Executive Officer and Chief Financial Officer of Associates,

                                       22

<PAGE>

          carried out an evaluation of the  effectiveness  of the  Partnership's
          "disclosure controls and procedures" as defined in Securities Exchange
          Act of 1934 Rule  13a-15 and  15d-15.  Based on that  evaluation,  the
          Chief  Executive  Officer and Chief  Financial  Officer have concluded
          that,  as of  the  end of the  period  covered  by  this  report,  the
          Partnership's disclosure controls and procedures were not effective to
          ensure  that  material  information  required to be  disclosed  in the
          Partnership's periodic report filings with SEC is recorded, processed,
          summarized and reported within the time period  specified by the SEC's
          rules  and  forms,  consistent  with  the  definition  of  "disclosure
          controls and procedures" under the Securities Exchange Act of 1934.

          The Partnership must rely on the Local Limited Partnerships to provide
          the  Partnership  with  certain  information  necessary  to the timely
          filing  of  the  Partnership's   periodic  reports.   Factors  in  the
          accounting at the Local Limited Partnerships have caused delays in the
          provision  of such  information  during past  reporting  periods,  and
          resulted in the  Partnership's  inability to file its periodic reports
          in a timely manner.

          Once the Partnership has received the necessary  information  from the
          Local Limited Partnerships,  the Chief Executive Officer and the Chief
          Financial Officer of Associates believe that the material  information
          required to be disclosed in the Partnership's  periodic report filings
          with SEC is effectively recorded, processed,  summarized and reported,
          albeit not in a timely manner. Going forward, the Partnership will use
          the means reasonably within its power to impose procedures designed to
          obtain from the Local Limited  Partnerships the information  necessary
          to the timely filing of the Partnership's periodic reports.

(b)      Changes in internal controls
         ----------------------------

          There were no  changes  in the  Partnership's  internal  control  over
          financial  reporting that occurred during the quarters ended September
          30, 2003 and December  31,  2003,  that  materially  affected,  or are
          reasonably likely to materially  affect,  the  Partnership's  internal
          control over financial reporting.

Part II. Other Information

Item 1.  Legal Proceedings

         NONE

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

         NONE

Item 3.  Defaults Upon Senior Securities

         NONE

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

         NONE

Item 5.  Other Information

         NONE

Item 6.   Exhibits

31.1      Certification  of the  Principal  Executive  Officer  pursuant to Rule
          13a-14  and  15d-14,  as  adopted  pursuant  to  section  302  of  the
          Sarbanes-Oxley Act of 2002. (filed herewith)

31.2      Certification  of the  Principal  Financial  Officer  pursuant to Rule
          13a-14  and  15d-14,  as  adopted  pursuant  to  section  302  of  the
          Sarbanes-Oxley Act of 2002. (filed herewith)

                                       23

<PAGE>

32.1      Section 1350  Certification  of the Chief  Executive  Officer.  (filed
          herewith)

32.2      Section 1350  Certification  of the Chief  Financial  Officer.  (filed
          herewith)

                                       24

<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.
President and Chief Executive Officer of WNC & Associates, Inc.

Date: october 5, 2009




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

Date: october 5, 2009

                                       25