FORM 10-Q/A

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)

|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934 For the quarterly period ended September 30, 1996
                                       OR

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

For the transition period from ________ to ___________

Commission file number: 33-91136


           WNC HOUSING TAX CREDIT FUND V, L.P., Series 3 and Series 4

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

California                                                   33-6163848 and
                                                             33-0701612

WNC HOUSING TAX CREDIT FUND V, L.P.,  Series 3 and Series 4 3158 Redhill Avenue,
Suite 120, Costa Mesa, CA 92626 (714) 662-5565


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

<PAGE>

Item 1.  Financial Statements - Series 4




                 WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)
                        (A Development-Stage Enterprise)
                                 BALANCE SHEETS
                               September 30, 1996



ASSETS

Cash and cash equivalents .................................           $  766,107
Subscriptions receivable - Note 5 .........................              450,000
Investment in limited
 partnerships - Note 3 ....................................            3,973,325
Other assets ..............................................                  702
                                                                             ---
                                                                      $5,190,134
                                                                      ==========


LIABILITIES AND PARTNERS' EQUITY

Liabilities:
Payable to Limited Partnerships - Note 4 ....................         $2,482,421
Accrued fees and expenses due to
 general partner and affiliates - Note 3 ....................             83,373
                                       -                                  ------
   Total liabilities ........................................          2,565,794
                                                                       ---------
Commitments and contingencies - Note 7 Partners' equity (deficit):
General partner .........................................                (3,578)
Limited partners (25,000 units
 authorized, 3075 units issued
 and outstanding) .......................................             2,627,918
                                                                      ---------

Total partners' equity .................................               2,624,340
                                                                       ---------
      ..................................................              $5,190,134
                                                                      ==========



                                   UNAUDITED
                 See Accompanying Notes to Financial Statements
                                        2
<PAGE>

                 WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)
                        (A Development-Stage Enterprise)
                            STATEMENT OF OPERATIONS
            For the Period July 1, 1996 (date operations commenced)
                             to September 30, 1996




Interest income ..............................              $              2,427
                                                            --------------------

Operating expenses:
Amortization .............................................................   418
Asset management fees - Note 3 ...........................................   --
Legal and accounting .....................................................    44
Other ....................................................................   --

Total operating expenses .................................................   462
                                                                             ---

Income (loss) from operations                                              1,965

Equity in loss from
 limited partnerships ......................................             (2,040)
                                                                         ------

Net loss ...................................................               $(75)
                                                                           ====

Net loss allocated to:
  General partner ..........................................                $(1)
                                                                            ===

  Limited partners .........................................               $(74)
                                                                           ====

Net loss per weighted limited
   partner unit(1,446) .....................................             $(0.05)
                                                                          ======



                                   UNAUDITED
                 See Accompanying Notes to Financial Statements
                                        3
<PAGE>

                 WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)
                        (A Development-Stage Enterprise)
                         STATEMENT OF PARTNERS' EQUITY

            For the Period July 1, 1996 (date operations commenced)
                              to September 30, 1996



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

Equity (deficit),
December 31, 1995           $ -             $ - -       $    - -      $       -

Capital contributions        100             900         3,073,980    3,074,980

Offering expenses         (3,677)                         (363,988)    (367,665)

Capital issued for notes
receivable                                                 (82,000)     (82,000)
Withdrawals                                 (900)                          (900)
Net loss                       (1)             0               (74)         (75)
                               --             --               ---          ---

Equity (deficit),
 September 30, 1996        $(3,578)        $    0        $2,627,918  $2,624,340
                            =======         ======        ==========  ==========











                                   UNAUDITED
                 See Accompanying Notes to Financial Statements
                                        4
<PAGE>

                 WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)
                        (A Development-Stage Enterprise)
                             STATEMENT OF CASH FLOWS
                          For the Period July 1, 1996
                           (date operations commenced)
                              to September 30, 1996

Cash flows used by operating activities:
Net loss ........................................................       $   (75)
  Adjustments to reconcile net loss to net
      cash used in operating activities:
      Equity in loss of limited partnerships ....................         2,040
      Amortization ..............................................           418
      Change in other assets ....................................          (702)
      Accrued fees and expense due to
      general partner and affiliates ............................         7,631
                                                                          -----
           Net cash provided by operating activities ............         9,312
                                                                          -----

Cash flows used by investing activities:
  Investment in limited partnerships ..........................      (1,289,643)
  Acquisition fees ............................................        (185,100)
                                                                       --------
             Net cash used by investing activities ............      (1,474,743)
                                                                     ----------

Cash flows provide by financing activities:
  Capital contributions .......................................       2,542,080
  Offering costs ..............................................        (310,542)
                                                                       --------
             Net cash provided by financing activities ........       2,231,538
                                                                      ---------

Net increase in cash and cash equivalents .....................         766,107
Cash and cash equivalents, beginning of period ................               0
                                                                      ---------

Cash and cash equivalent, end of period .......................     $   766,107
                                                                    ===========



                                   UNAUDITED
                 See Accompanying Notes to Financial Statements
                                        5
<PAGE>

                 WNC HOUSING TAX CREDIT FUND V, L.P., Series 4
                       (A California Limited Partnership)
                        (A Development-Stage Enterprise)
                      STATEMENT OF CASH FLOWS (CONTINUED)

            For the Period July 1, 1996 (date operations commenced)
                              to September 30, 1996

SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES:

During the period July 1, 1996 (date  operations  commenced)  to  September  30,
1996,  the  Partnership  incurred,  but did not  pay,  $82,473  of  payables  to
affiliates for acquisitions costs and offering expenses (see Note 3).

During the period July 1, 1996 (date  operations  commenced)  to  September  30,
1996,  the  Partnership  incurred,  but did not pay,  $2,482,421  of payables to
limited   partnerships   (in   connection   with  its   investments  in  limited
partnerships) (see Note 4)

During the period July 1, 1996 (date  operations  commenced)  to  September  30,
1996,   $450,000  of  capital   contributions  were  recorded  as  subscriptions
receivable.



















                                    UNAUDITED
                 See Accompanying Notes to Financial Statements
                                       6
<PAGE>

                 WNC HOUSING TAX CREDIT FUND V, L.P., Series 4
                       (A California Limited Partnership)
                        (A Development-Stage Enterprise)
                         NOTES TO FINANCIAL STATEMENTS


NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

WNC Housing Tax Credit Fund, V, L.P.,  Series 4 (the  "Partnership")  was formed
under the  California  Revised  Limited  Partnership  Act on March 28,  1995 and
commenced  operations  on July 1,  1996.  The  Partnership  was formed to invest
primarily in other limited  partnerships which will own and operate multi-family
housing complexes that will qualify for low income housing credits.

The information  contained in the following notes to the financial statements is
condensed  from that  which  would  appear in the annual  financial  statements;
accordingly,  the  financial  statements  included  herein should be reviewed in
conjunction with the financial statements and related notes thereto contained in
the Partnership's  Annual Report. The Partnership  commenced  operations July 1,
1996, consequently their is no Annual Report for prior years.

In  the  opinion  of  the  Partnership,  the  accompanying  unaudited  financial
statements  contain  all  adjustments   (consisting  of  only  normal  recurring
accruals)  necessary to present  fairly the  financial  position as of September
30,1996 and the results of  operations  and changes in cash flows for the period
July 1, 1996 (date  operations  commenced)  to September  30,  1996.  Accounting
measurements at interim dates  inherently  involve greater reliance on estimates
than at year end. The results of operations for the interim period presented are
not necessarily indicative of the results for the entire year.

The general partner of the  Partnership is WNC & Associates,  Inc. (the "General
Partner".) Wilfred N. Cooper,  Sr., through the Cooper Revocable Trust, owns 70%
of the outstanding  stock of WNC & Associates,  Inc. John B. Lester,  Jr. is the
original limited partner of the Partnership and owns,  through the Lester Family
Trust, 30% of the outstanding stock of WNC & Associates, Inc.

Allocations Under the Terms of the Partnership Agreement The General Partner has
a 1% interest in operating  profits and losses,  taxable  income and loss and in
cash available for distribution from the Partnership.  The limited partners will
be allocated the remaining 99% of these items in proportion to their  respective
investments.

After the limited  partners have received sale or refinancing  proceeds equal to
their capital  contributions  and their return on investment  (as defined in the
Partnership's  Agreement  of Limited  Partnership)  and the general  partner has
received a  subordinated  disposition  fee any  additional  sale or  refinancing
proceeds.

                                       7
<PAGE>

                  WNC HOUSING TAX CREDIT FUND V, L.P., Series 4
                       (A California Limited Partnership)
                        (A Development-Stage Enterprise)
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)


NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Allocations  Under the Terms of the Partnership  Agreement  (Continued)  will be
distributed  90% to the limited  partners  (in  proportion  to their  respective
investments) and 10% to the General Partner

Method of Accounting For Investment in Limited Partnerships
-----------------------------------------------------------

The Partnership  accounts for its investments in limited  partnerships using the
equity method of  accounting,  whereby the  Partnership  adjusts its  investment
balance for its share of each limited  partnership's  results of operations  and
for any distributions  received.  Costs incurred by the Partnership in acquiring
the  investments  in  limited  partnerships  are  capitalized  as  part  of  the
investment.

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

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

Offering  Expenses
-----------------

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

Organization Costs
------------------

Organization costs will be amortized on the straight-line method over 60 months.

                                       8
<PAGE>

                  WNC HOUSING TAX CREDIT FUND V, L.P., Series 4
                       (A California Limited Partnership)
                        (A Development-Stage Enterprise)
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)


NOTE 2 - INVESTMENT IN LIMITED PARTNERSHIPS

As of  September  30,1996,  the  Partnership  had acquired  limited  partnership
interests in two limited  partnerships each of which owns one apartment complex.
As of September 30,1996, construction and rehabilitation of one of the apartment
complexes had completed construction.  The Partnership, as a limited partner, is
a 99% owner and is  entitled to 99% of the  operating  profits and losses of the
limited partnerships.

The  following  is a summary  of the  investment  in  limited  partnerships  and
reconciliation to the limited partnership accounts as of September 30,1996:

                                                                       1996
                                                                       ----


Capital contributions to limited partnerships ..............        $ 3,772,964
Capitalized acquisition fees and costs .....................            202,819
Equity in loss of limited partnership ......................             (2,040)
Amortization of capitalized acquisition costs ..............               (418)
                                                                           ----

Investment Balance - end of period .........................        $ 3,973,325
                                                                    ===========

Selected  financial  information  for the period  July 1, 1996 (date  operations
commenced) to September 30, 1996 from the combined  financial  statements of the
limited partnerships in which the partnership has invested is as follows:

Total revenue ..........................................               $ 12,900

Interest expense .......................................                  5,500
Depreciation ...........................................                  1,500
Operating expenses .....................................                  8,000
Total expenses .........................................                 15,000
                                                                         ------

Net Loss ...............................................               $ (2,100)
                                                                       ========

Net loss  allocable to the  Partnership                                $ (2,040)
                                                                       ========
                                       9
<PAGE>


                         WNC HOUSING TAX CREDIT FUND V,
                                 L.P., Series 4
                       (A California Limited Partnership)
                        (A Development-Stage Enterprise)
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)


NOTE 3- RELATED PARTY TRANSACTIONS

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

Acquisition  fees up to 7.5% of the gross  proceeds from the sale of Partnership
units.  Acquisition  fees of $186,282  were incurred for the period July 1, 1996
(date operations commenced) to September 30, 1996.

Reimbursement for organizational,  offering and selling expenses advanced by the
General Partner or affiliates on behalf of the Partnership. These reimbursements
plus  all  other   organizational  and  offering  expenses  inclusive  of  sales
commissions will not exceed 14.5% of the gross proceeds.  During the period July
1, 1996 (date  operations  commenced)  to September  30, 1996,  the  Partnership
incurred  organizational,  offering and selling  expenses of $0,  $138,060,  and
$229,605, respectively.

An annual  management  fee equal to the greater of (i) $2,000 for each apartment
complex  or (ii)  .275% of the gross  proceeds,  in  either  case  increased  or
decreased  based on annual  changes in the Consumer  Price Index.  However,  the
maximum  fee  may  not  exceed  .2%  of  the  invested  assets  (defined  as the
Partnership's  capital  contributions  plus  its  allocable  percentage  of  the
permanent  financing) of the local limited  partnerships.  The  Partnership  has
incurred  no fees for the period  July 1, 1996 (date  operations  commenced)  to
September 30, 1996.

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

Accrued fees and advances due to affiliates of the General  Partner  included in
the accompanying balance sheet consists of the following at September 30,1996:

Acquisition fees                                              $17,719
Advances made for acquisition costs,
organizational, offering and selling expenses                  64,754
Due to Original Limited Partner                                   900
                                                               ------
  Total accrued fees and advances                             $83,373
                                                              =======

                                       10
<PAGE>

                  WNC HOUSING TAX CREDIT FUND V, L.P., Series 4
                       (A California Limited Partnership)
                        (A Development-Stage Enterprise)
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)


NOTE 4 - PAYABLE TO LIMITED PARTNERSHIPS

Payable to limited  partnerships at September 30, 1996 represents  amounts which
are due at various times based on conditions  specified in the respective  local
limited partnership agreements. These contributions are payable in installments,
generally due upon the local limited  partnership  achieving  certain  operating
benchmarks,  and are  generally  expected  to be paid  within  two  years of the
Partnership's initial investment.


NOTE 5 - SUBSCRIPTION AND INVESTOR NOTES RECEIVABLE

During the period July 1, 1996 (date  operations  commenced)  to  September  30,
1996, the Partnership accepted $82,000 in promissory notes from limited partners
and  collected  payments of $0 for those  promissory  notes  previously  issued.
Limited  partners  who  subscribe  for ten or more units of limited  partnership
interest  ($10,000)  may  elect to pay 50% of such  purchase  price in cash upon
subscription  and the remaining 50% by the delivery of a promissory note payable
bearing interest at the rate of 9.75% per annum.  Principal and interest are due
(i) June  30,  1997 if the  investor  subscribes  between  January  1,  1996 and
December  31, 1996 or (ii)  January 31, 1988 if the  investor  subscribes  after
December 31, 1996. This amount is presented as a reduction in partners' equity.

Subscriptions  receivable of $450,000 has been received  subsequent to September
30,1996 and accordingly has been classified as an asset.

NOTE 6 - INCOME TAXES

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

NOTE 7 - COMMITMENTS AND CONTINGENCIES

Subsequent to September 30,1996,  the Partnership acquired a limited partnership
interest in one limited partnership totaling $400,905.



                                       11


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

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

As of September 30, 1996,  Series 3 had received  subscriptions for 18,000 Units
consisting of cash, notes receivable and subscriptions receivable of $15,310,135
and $2,255,000, and $0, respectively.

Liquidity and Capital Resources  - Series 3
-------------------------------------------

Overall,  as  reflected  in its  Statement  of Cash  Flows,  Series  3 had a net
increase in cash and cash equivalents of  approximately  $2,831,000 for the nine
months ended  September  30, 1996.  This increase in cash was provided by Series
3's financing  activities,  including the proceeds from the offering.  Cash from
financing  activities for the period ended  September 30, 1996 of  approximately
$9,604,000  was  sufficient to fund the investing  activities of Series 3 during
such period in the aggregate amount of approximately $6,815,000, which consisted
primarily of capital  contributions to Limited  Partnerships.  Cash provided and
used by the operating  activities of Series 3 was minimal  compared to its other
activities.  Cash  provided  from  operations  consisted  primarily  of interest
received on cash deposits,  and cash used in operations  consisted  primarily of
payments for  operating  fees and  expenses.  The major  components of all these
activities are discussed in greater detail below.

As of December  31, 1995 and  September  30, 1996 Series 3 was indebted to WNC &
Associates,   Inc.  in  the  amount  of  approximately  $570,000  and  $125,000,
respectively.  The component items of such indebtedness were as follows: accrued
acquisition fees of approximately $328,000 and $0, respectively, advances to pay
front-end fees of  approximately  $230,000 and $0,  respectively,  accrued asset
management fees of approximately $12,000 and $49,000, respectively and due to an
affiliate of the general partner approximately $0 and $60,000, respectively.

As of September 30, 1996, Series 3 has received and accepted subscriptions funds
in the amount of $17,565,000,  of which  $2,255,000  currently is represented by
Promissory  Notes.  As of November 14, 1996,  as of September 30, 1996 and as of
December  31,  1995,  Series  3  had  made  capital   contributions  to  Limited
Partnerships in the amount of approximately $8,794,000, $8,422,000 and $397,000,
respectively,  and had  commitments  for  additional  capital  contributions  of
approximately  $3,322,000,  $3,694,000 and  $3,277,000,  respectively.  Further,
Series 3 had loans outstanding to Limited  Partnerships as of November 14, 1996,
as of September 30, 1996 and as of December 31, 1995, of approximately $521,000,
$521,000 and $661,000,  respectively.  Of the amount  outstanding as of December
31, 1995,  approximately  $172,000  was loaned to  TALLEDEGA  and was applied to
Series 3's purchase price upon acquisition of that Limited Partnership  Interest
in February 1996. The balance of $489,000 was loaned to ALLIANCE and was applied
to Series  3's  purchase  price upon  acquisition  of that  Limited  Partnership
Interest in February  1996.  Of the amount  outstanding  as of  September 30 and
November  14, 1996 the amount of  approximately  $345,000 was loaned to BROADWAY
APARTMENTS and approximately $176,000 to ESCATAWA.

                                       12
<PAGE>



Liquidity and Capital Resources - Series 4
------------------------------------------

Overall,  as  reflected  in its  Statement  of Cash  Flows,  Series  4 had a net
increase in cash and cash equivalents of  approximately  $766,000 for the period
July 1, 1996 (date operations commenced) to September 30, 1996. This increase in
cash was provided by Series 4's  financing  activities,  including  the proceeds
from the  Offering.  Cash  from  financing  activities  for July 1,  1996  (date
operations  commenced) to September  30, 1996 of  approximately  $2,232,000  was
sufficient  to fund the  investing  activities of Series 4 during such period in
the aggregate amount of approximately  $1,475,000,  which consisted primarily of
capital  contributions  to Limited  Partnerships.  Cash provided and used by the
operating  activities of Series 4 was minimal compared to its other  activities.
Cash provided from operations  consisted  primarily of interest received on cash
deposits,  and cash used in  operations  consisted  primarily  of  payments  for
operating fees and expenses.  The major  components of all these  activities are
discussed in greater detail below.

As of May 15, 1996 and June 30, 1996, Series 4 had not yet commenced  operations
and the capital  anticipated to be raised  through its public  Offering of Units
had not yet become available.  As of August 23, 1996, Series 4 had received cash
subscriptions  funds of  $1,400,000,  thereby  satisfying  the minimum  Offering
condition. As of September 30, 1996 and November 14, 1996, Series 4 had received
and accepted  subscription  funds in the amount of $3,074,000  (3,075 Units) and
$4,673,900  (4,675  Units),   respectively,   of  which  $82,000  and  $184,500,
respectively, was represented by Promissory Notes.

All of the proceeds  from the sale of Units have been  committed to the purchase
price  and  acquisition  fees  and  costs  of three  Local  Limited  Partnership
Interests,  Reserves and expenses of this Offering. Series 4 requires a total of
approximately $5,565,000 in this regard.

As of  November  14,  1996,  Series 4 has made  capital  contributions  to Local
Limited  Partnerships  in the  amount of  approximately  $1,391,000,  and has no
earnest  money  deposits.  Series 4 does  not make  earnest  money  deposits  in
connection  with all the Local Limited  Partnerships it  investigates;  however,
certain  Local  Limited  Partnerships  require  such  deposits a evidence of the
sincerity of Series 4 in pursuing the  investigation.  If as a result of its due
diligence  and  other   investigative   activities   Series  4  determines  that
acquisition  of a Local Limited  Partnership  Interest as to which a deposit has
been  made is not  appropriate  for  Series 4 (e.g.,  the  investment  would not
satisfy the minimum investment parameters set forth in the Prospectus), Series 4
would reject the investment and the Local Limited  Partnership would be required
to return  the  deposit.  If Series 4  determines  that  acquisition  of a Local
Limited  Partnership  Interest is  appropriate,  the  investment is made and the
deposit  is  credited  to Series 4's  capital  obligation  to the Local  Limited
Partnership, if the investment is not consummated, the deposit is forfeited.

Series 3 and Series 4
---------------------

It is not  expected  that any of the  Local  Limited  Partnerships  in which the
Series 3 and Series 4 (the  Partnerships)  have  invested  or will  invest  will
generate cash from operations sufficient to provide distributions to the Limited
Partners in any material amount. Such cash from operations,  if any, would first
be used to meet operating expenses of the Partnerships, including payment of the
asset management fee to the General Partner.

                                       13
<PAGE>



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

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

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

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

Results of Operations Series 3
------------------------------

As of December  31, 1995 and  September  30, 1996 Series 3 had acquired 2 and 16
Limited  Partnership  Interests,  respectively.  Each  of the 16  Local  Limited
Partnerships  receives or is expected to receive government  assistance and each
of them has received a reservation for Housing Tax Credits. As of September 30,

                                       14
<PAGE>


1996,  seven of the Apartment  Complexes in Series 3 had  commenced  operations,
none of them for a full year.  Accordingly,  the "Equity in losses from  limited
partnerships"  for the periods  ended  December 31, 1995 and  September 30, 1996
reflected in the Statement of  Operations  of Series 3 is not  indicative of the
amounts to be reported in future years.

As  reflected  on  its  Statements  of  Operations,  Series  3  had  a  loss  of
approximately  $47,000  for the  nine  months  ended  September  30,  1996.  The
component items of revenue and expense are discussed below.

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

Expenses.  The most  significant  component  of  operating  expenses  was and is
expected to be the Asset  Management  Fee. The Asset  Management Fee is equal to
the  greater of (i) $2,000 for each  Apartment  Complex or (ii)  0.275% of gross
proceeds,  and will be decreased or increased  annually  based on changes to the
Consumer Price Index.

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

Because of the  amounts of the Asset  Management  Fee and  amortization  expense
primarily are determined by the gross proceeds from the offering, the number and
size of Apartment  Complexes and the number of investors,  until  termination of
the  Offering  and  investment  of the net  proceeds  therefrom  Series 3 cannot
predict with any accuracy what these amounts will be.

Equity in Losses  from Local  Limited  Partnership.  Series 3's equity in losses
from Limited  Partnerships  is equal to 99% of the  aggregate net losses of each
Limited  Partnership  incurred after  admission of Series 3 as a limited partner
thereof.

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

Series 3 accounts for its  investments  in Local  Partnerships  using the equity
method of accounting,  whereby  Series 3 reduces its investment  balance for its
share of Local Limited  Partnerships'  losses and distributions.  Losses are not
recognized to the extent that the  investment  balance  would be adjusted  below
zero.

Results of Operations - Series 4
--------------------------------

As of November 14, 1996 and September 30, 1996,  Series 4 had acquired three and
two Limited Partnership Interests, respectively. Each of the three Local Limited
Partnerships  receives or is expected to receive government  assistance and each
of them has received a reservation for Housing Tax Credits.  As of September 30,
1996,  one of the Apartment  Complexes in Series 4 had  commenced  operations in
August 1996 and acquired by Series 4 in September 1996. Accordingly, the "Equity
in  losses  from  limited  partnerships"  for  the  period  July 1,  1996  (date
operations  commenced)  to  September  30, 1996  reflected  in the  Statement of
Operations of Series 4 is not indicative of the amounts to be reported in future
years.

Series  4 was  formed  in March  1995 and  commenced  operations  in July  1996.
Consequently, there are no operations for the period ended September 30, 1995.

                                       15
<PAGE>


Consistent  with the  investment  objectives  of Series 4,  each  Local  Limited
Partnership  is generating or is expected to generate  Housing Tax Credits for a
period of approximately 10 years,  commencing with completion of construction or
rehabilitation  of its  Apartment  Complex,  and is generating or is expected to
generate  losses until sale of the Apartment Complex.

As  reflected  on  its  Statements  of  Operations,  Series  4  had  a  loss  of
approximately  $75 for the period July 1, 1996 (date  operations  commenced)  to
September  30, 1996.  The  component  items of revenue and expense are discussed
below.

Revenue. Series 4's revenues consisted entirely of interest earned on promissory
notes and cash deposits held in financial  institutions (i) as reserves, or (ii)
pending  investment in Local Limited  Partnerships.  Interest  revenue in future
years will be a function  of  prevailing  interest  rates and the amount of cash
balances.  It is  anticipated  that Series 4 will  maintain  cash Reserves in an
amount  not  materially  in  excess  of  the  minimum  amount  required  by  its
Partnership Agreement, which is 3% of capital contributions.

Expenses.  The most  significant  component  of  operating  expenses  was and is
expected to be the asset management  fee. The asset  management fee is equal to
the  greater of (i) $2,000 for each  Apartment  Complex or (ii)  0.275% of gross
proceeds,  and will be decreased or increased  annually  based on changes to the
Consumer Price Index.

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

Because of the  amounts of the asset management  fee and  amortization  expense
primarily are determined by the gross proceeds from the Offering, the number and
size of Apartment  Complexes and the number of investors,  until  termination of
the  Offering  and  investment  of the net  proceeds  therefrom  Series 4 cannot
predict with any accuracy what these amounts will be.

Equity in Losses  from  Limited  Partnership.  Series 4's equity in losses  from
Local Limited  Partnerships is equal to  approximately  99% of the aggregate net
losses of each Limited Local Partnership incurred after admission of Series 4 as
a limited partner thereof.

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

Series 4 accounts  for its  investments  using the equity  method of  accounting
whereby Series 4 reduces its  investment  balance for its share of Local Limited
Partnership's losses and distributions.  Losses are not recognized to the extent
that the investment balance would be adjusted below zero.


                                       16
<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 and Series 4

By:  WNC & ASSOCIATES, INC      General Partner
-----------------------------------------------

Date: November 26, 1996


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

Date: November 26, 1996

By:  /s/Theodore M. Paul
------------------------
Theodore M. Paul  Vice President - Finance, WNC & Associates, Inc.

Date: November 26, 1996


                                       17