FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   (Mark One)

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

                  For the quarterly period ended June 30, 2001

                                       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

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

                              California 33-6163848

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

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


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



<PAGE>


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

                               INDEX TO FORM 10-Q

                       FOR THE QUARTER ENDED JUNE 30, 2001




PART I. FINANCIAL INFORMATION

   Item 1.  Financial Statements

       Balance Sheets
         June 30, 2001 and March 31, 2001 .... ................................3

       Statements of Operations
          For the Three months Ended June 30, 2001 and 2000 ...................4

       Statement of Partners' Equity (Deficit)
          For the Three months Ended June 30, 2001 ............................5

       Statements of Cash Flows
          For the Three months Ended June 30, 2001 and 2000 ...................6

       Notes to Financial Statements ..........................................7

   Item 2.  Management's Discussion and Analysis of Financial
             Condition, Results of Operations, and Cash Flows ................15

   Item 3.  Quantitative and Qualitative Disclosures about Market Risks.......17


PART II. OTHER INFORMATION

   Item 1.  Legal Proceedings.................................................17

   Item 6.  Exhibits and Reports on Form 8-K .................................17

   Signatures       ..........................................................18


                                       2
<PAGE>


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

                                 BALANCE SHEETS




<TABLE>
<CAPTION>

                                                                 June 30, 2001             March 31, 2001
                                                                -----------------         ------------------
                                                                  (unaudited)
ASSETS

<S>                                                           <C>                       <C>
Cash and cash equivalents                                     $          5,476          $           20,126
Investments in limited partnerships, net
  (Notes 2 and 3)                                                   10,086,101                  10,245,015
                                                                -----------------         ------------------

                                                              $     10,091,577          $       10,265,141
                                                                =================         ==================


LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
    Accrued expenses                                                    57,577                      82,699
    Accrued fees and expenses due to
      General Partner and affiliates (Note 4)                           71,423                      39,531
                                                                -----------------         ------------------

Total liabilities                                                      129,000                     122,230
                                                                -----------------         ------------------

Commitments and Contingencies (Note 6)

Partners' equity (deficit):
    General Partner                                                    (75,865)                   (74,062)

    Limited Partners (25,000 units authorized and
       18,000 units issued and outstanding)                         10,038,442                  10,216,973
                                                                -----------------         ------------------

Total partners' equity                                               9,962,577                  10,142,911
                                                                -----------------         ------------------

                                                              $     10,091,577          $       10,265,141
                                                                =================         ==================
</TABLE>


                 See accompanying notes to financial statements


                                        3
<PAGE>


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

                            STATEMENTS OF OPERATIONS
                           For the Three Months Ended
                             June 30, 2001 and 2000
                                   (unaudited)

<TABLE>
<CAPTION>
                                                           2001                          2000
                                                           Three                         Three
                                                           Months                        Months
                                                    ---------------------         ---------------------

<S>                                               <C>                           <C>
Interest income                                   $                 133         $               4,469
Miscellaneous income                                                  -                         5,032
                                                    ---------------------         ---------------------
                                                                    133                         9,501
                                                    ---------------------         ---------------------

Operating expenses:
Amortization (Note 2)                                             9,645                        11,098
Asset management fees (Note 3)                                    8,896                        12,375
Legal and accounting fees                                        14,416                         2,974
Other                                                             8,290                         2,257
                                                    ---------------------         ---------------------

Total operating expenses                                         41,247                        28,704
                                                    ---------------------         ---------------------

Loss from operations                                            (41,114)                      (19,203)

Equity in losses of
 limited partnerships (Note 2)                                 (139,220)                     (178,795)
                                                    ---------------------         ---------------------

Net loss                                          $            (180,334)        $            (197,998)
                                                    =====================         =====================

Net loss allocated to:
  General partner                                 $              (1,803)        $              (1,980)
                                                    =====================         =====================

  Limited partners                                $            (178,531)        $            (196,018)
                                                    =====================         =====================

Net loss per limited partner unit                 $                 (10)        $                 (11)
                                                    =====================         =====================

Outstanding weighted limited
  partner  units                                                  18,000                        18,000
                                                    =====================         =====================
</TABLE>


                 See accompanying notes to financial statements
                                       4
<PAGE>


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

                     STATEMENT OF PARTNERS' EQUITY (DEFICIT)

                           For the Three Months Ended
                                  June 30, 2001
                                   (unaudited)
<TABLE>
<CAPTION>

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

<S>                                                 <C>                     <C>                      <C>
Partners' equity (deficit) at March 31, 2001        $           (74,062)    $         10,216,973     $         10,142,911

    Net loss                                                     (1,803)               (178,531)                (180,334)
                                                      -------------------     -------------------      -------------------

Partners' equity (deficit) at June 30, 2001         $           (75,865)    $         10,038,442     $          9,962,577
                                                      ===================     ===================      ===================

</TABLE>


                 See accompanying notes to financial statements

                                       5
<PAGE>


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

                            STATEMENTS OF CASH FLOWS
                           For the Three Months Ended
                             June 30, 2001 and 2000
                                   (unaudited)

<TABLE>
<CAPTION>


                                                                         2001                   2000
                                                                    ----------------      -----------------
Cash flows from operating activities:
<S>                                                               <C>                   <C>
    Net loss                                                      $       (180,334)     $        (197,998)
    Adjustments to reconcile net loss to net
      cash used in operating activities:
         Amortization                                                         9,645                11,098

         Equity in losses of limited partnerships                           139,220               178,795
         Change in accrued expenses                                         (25,122)              (41,728)
         Change in accrued fees and expenses due to
               General Partner and affiliates                                31,892               (3,713)
                                                                    ----------------      -----------------

           Net cash used in operating activities                           (24,699)               (53,546)
                                                                    ----------------      -----------------

Cash flows from investing activities:
    Change in notes payable                                                       -               (72,938)
    Distributions from limited partnerships                                  10,049                 2,067
                                                                    ----------------      -----------------

           Net cash provided by (used in) investing activities               10,049               (70,871)
                                                                    ----------------      -----------------

Net decrease in cash and cash equivalents                                  (14,650)              (124,417)

Cash and cash equivalents, beginning of period                               20,126               365,942
                                                                    ----------------      -----------------


Cash and cash equivalents, end of period                          $           5,476     $         241,525
                                                                    ================      =================

SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION

Taxes paid                                                        $             800     $              800
                                                                    ================      =================
</TABLE>



                 See accompanying notes to financial statements
                                       6
<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS
                              For the Quarter Ended
                                  June 30, 2001
                                   (unaudited)





NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

The accompanying  condensed unaudited financial statements have been prepared in
accordance with generally accepted  accounting  principles 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 generally accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
three months ended June 30, 2001 is not  necessarily  indicative  of the results
that may be  expected  for the fiscal year ending  March 31,  2002.  For further
information, refer to the financial statements and footnotes thereto included in
the Partnership's annual report on Form 10-K for the fiscal year ended March 31,
2001.

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  acquire   limited   partnership   interests  in  other  limited
partnerships or limited liability companies ("Local Limited Partnerships") which
own  multifamily  apartment  complexes that are eligible for low-income  housing
federal  and, in some  cases,  California  income tax  credits  (the "Low Income
Housing Credit").

The general partner of the  Partnership is WNC & Associates,  Inc. (the "General
Partner" or "Associates").  Wilfred N. Cooper, Sr., through the Cooper Revocable
Trust,  owns 66.8% of the outstanding stock of Associates.  John B. Lester,  Jr.
was the original limited partner of the Partnership and owns, through the Lester
Family Trust,  28.6% of the outstanding stock of Associates.  Wilfred N. Cooper,
Jr.,  President of WNC, owns 2.1% of the outstanding  stock of WNC. 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  partnership  agreement  authorized the sale of up to 25,000 units at $1,000
per Unit  ("Units").  The offering of Units  concluded in January 1996, at which
time 18,000 Units representing  subscriptions in the amount of $17,558,985,  net
of $441,015 of discounts for volume  purchases,  had been accepted.  The General
Partner has 1%  interest in  operating  profits and losses,  taxable  income and
losses,  cash available for  distribution  from the Partnership and tax credits.
The limited  partners  will be  allocated  the  remaining  99% of these items in
proportion to their respective investments.

After the limited  partners  have received  proceeds from a sale or  refinancing
equal to their capital  contributions and their return on investment (as defined
in the  Partnership  Agreement)  and the General  Partner has received  proceeds
equal  to its  capital  contribution  and a  subordinated  disposition  fee  (as
described in Note 3) 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.


                                       7
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                              For the Quarter Ended
                                  June 30, 2001
                                   (unaudited)


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Risks and Uncertainties

The Partnership's  investments in Local Limited  Partnerships are subject to the
risks incident to the management and ownership of low-income  housing and to the
management and ownership of multi-unit  residential  real estate.  Some of these
risks  are that the low  income  housing  credit  could be  recaptured  and that
neither the  Partnership's  investments  nor the Housing  Complexes owned by the
Local Limited Partnerships will be 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 Local Limited Partnership Interests;  limitations on
removal of Local General Partners limitations on subsidy programs;  and possible
changes in applicable regulations.  The Housing Complexes are or will be subject
to  mortgage  indebtedness.  If a Local  Limited  Partnership  does not make its
mortgage payments, the lender could foreclose resulting in a loss of the Housing
Complex  and low  income  housing  credits.  As a limited  partner  of the Local
Limited Partnerships, the Partnership will have very limited rights with respect
to management of the Local  Limited  Partnerships,  and will rely totally on the
Local General  Partners of the Local Limited  Partnerships for management of the
Local Limited Partnerships.  The value of the Partnership's  investments will be
subject  to  changes  in  national  and  local  economic  conditions,  including
unemployment  conditions,  which could adversely  impact vacancy levels,  rental
payment  defaults and operating  expenses.  This, in turn,  could  substantially
increase  the  risk of  operating  losses  for  the  Housing  Complexes  and the
Partnership.  In addition,  each Local Limited  Partnership  is subject to risks
relating  to  environmental  hazards  and  natural  disasters,  which  might  be
uninsurable. Because the Partnership's operations will depend on these and other
factors  beyond  the  control  of the  General  Partner  and the  Local  General
Partners,  there can be no assurance  that the  anticipated  low income  housing
credits will be available to Limited Partners.

In addition,  Limited  Partners are subject to risks in that the rules governing
the low income  housing  credit are  complicated,  and the use of credits can be
limited.  The only  material  benefit from an investment in Units may be the low
income housing credits. There are limits on the transferability of Units, and it
is unlikely that a market for Units will develop.  All management decisions will
be made by the General Partner.

Method of Accounting For Investments in Limited Partnerships

The Partnership  accounts for its investments in limited  partnerships using the
equity method of  accounting,  whereby the  Partnership  adjusts its  investment
balance for its share of the Local Limited  Partnership's  results of operations
and for any distributions received. The accounting policies of the Local Limited
Partnerships are consistent with those of the Partnership. Costs incurred by the
Partnership  in  acquiring  the  investments  are  capitalized  as  part  of the
investment account and are being amortized over 30 years (Note 3).

Offering Expenses

Offering  expenses consist of underwriting  commissions,  legal fees,  printing,
filing and recordation fees, and other costs incurred in connection 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 limited partners' capital and amounted to $2,132,000
at the end of all periods presented.

                                       8
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                              For the Quarter Ended
                                  June 30, 2001
                                   (unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Use of Estimates

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

Cash and Cash Equivalents

The Partnership  considers highly liquid  investments with remaining maturity of
three months or less when  purchased to be cash  equivalents.  As of June 30 and
March 31, 2001, the Partnership had cash equivalents of $0.

Net Loss Per Limited Partner Unit

Net loss per  limited  partner  unit is  calculated  pursuant  to  Statement  of
Financial  Accounting  Standards No. 128,  Earnings Per Share. Net loss per unit
includes no dilution  and is computed  by  dividing  loss  available  to limited
partners by the weighted average number of units outstanding  during the period.
Calculation of diluted net income per unit is not required.

Concentration of Credit Risk

At various times during the periods presented,  the Partnership  maintained cash
balances at certain  financial  institutions in excess of the federally  insured
maximum.

Reporting Comprehensive Income

In June 1997,  the FASB  issued  Statement  of  Financial  Accounting  Standards
("SFAS") No. 130, Reporting  Comprehensive  Income.  This statement  establishes
standards for reporting the components of comprehensive income and requires that
all items that are  required to be  recognized  under  accounting  standards  as
components of comprehensive  income be included in a financial statement that is
displayed with the same prominence as other financial statements.  Comprehensive
income  includes net income as well as certain items that are reported  directly
within a separate  component  of  partners'  equity and bypass net  income.  The
Partnership  adopted the  provisions of this  statement in 1998. For the periods
presented,  the Partnership has no elements of other  comprehensive  income,  as
defined by SFAS No. 130.


NOTE 2 - UNCERTAINTY WITH RESPECT TO INVESTMENTS IN ALLIANCE, EVERGREEN
-----------------------------------------------------------------------
         AND HASTINGS:  IMPAIRMENT OF INVESTMENTS
         -----------------------------------------

The  Partnership  has three  investments  accounted for under the equity method,
consisting of 99% limited  partnership  interests in each of Alliance Apartments
I, Limited Partnership ("Alliance"), Evergreen Apartments I, Limited Partnership
("Evergreen"), and Hastings Apartments I, Limited Partnership ("Hastings").

The independent auditors engaged to perform an audit of Alliance, Evergreen, and
Hastings'  financial  statements as of and for the year ended December 31, 1999,
were unable to form an opinion on those  financial  statements.  This was due to
the inability to obtain from the former local general  partner  certain  general
ledger  information  for a period of  approximately  three  months and  reliable
confirmations  of advances  to/notes  receivable  from the former local  general
partner.  Further,  the  independent  auditors were unable to obtain  management
representation  letters from the former property management company, which is an
affiliate of the former local general partner.  As a result, the Partnership has
not included the financial  information  of Alliance,  Evergreen and Hastings in
the combined condensed financial statements presented in Note 3 to the financial

                                       9
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                              For the Quarter Ended
                                  June 30, 2001
                                   (unaudited)


NOTE 2 -  UNCERTAINTY  WITH RESPECT TO  INVESTMENTS  IN ALLIANCE,  EVERGREEN AND
--------------------------------------------------------------------------------
          HASTINGS: IMPAIRMENT OF INVESTMENTS, continued
          ----------------------------------------------

statements. The combined condensed financial information presented in Note 3 for
prior periods has been  restated to exclude the accounts of Alliance,  Evergreen
and  Hastings.  The  Partnership  has  reflected  equity  in the net  losses  of
Alliance,   Evergreen  and  Hastings  totaling  $167,793  ($(9.32)  per  limited
partnership  unit) for the year ended  March 31,  2000,  based on nine months of
reported  results  provided by  Alliance,  Evergreen  and  Hastings and on three
months of results  estimated by  Associates.  Such  estimates  may be materially
misstated due to the lack of  corroborative  financial  information.  During the
year  ended  March  31,  2000,  the  Partnership  advanced  $205,080  in cash to
Alliance,  Evergreen and Hastings for operating  expenses,  including legal fees
relating to certain litigation  involving these and other properties as outlined
in Note 6.

As a result of the foregoing, in 2000, management performed an evaluation of the
Partnership's remaining investment balances in Alliance, Evergreen and Hastings,
including  the cash  advances  noted  above  and  other  anticipated  costs  and
determined  that an impairment  adjustment was necessary.  An impairment loss of
$995,804  was  recognized  at March 31,  2000.  This  impairment  loss  included
$644,589 in remaining book value of the  Partnership's  investments in Alliance,
Evergreen and Hastings, $205,080 and $74,631 of cash advances, pre and post year
end,  $50,000 accrual for anticipated  legal costs, and $21,504 of estimated and
other related costs.

During 2001,  Alliance,  Evergreen and Hastings continued to experience negative
cash  flows  from  operations.  All  mortgages  were  suspended  under a written
agreement  with the lender,  which expired in May 2001 and no payments have been
made since August  2000.  The  Partnership  incurred an  additional  $160,000 of
expenses in connection  with the  operations of Evergreen,  which is included in
other operating expenses in the accompanying 2001 financial statements

On July 19,  2001,  the  Evergreen  property was sold for a gross sales price of
$1.3M which after payment of its outstanding loans and closing costs yielded net
proceeds to the Partnership of $168,000 in the form of a return of advances. Due
to the sale of the property,  approximately  $428,000 (unaudited) of tax credits
are no longer  available  to the  Partnership's  investors  ($23.80  per Limited
Partner Unit). In addition,  there can be no assurance that tax credits and loss
deductions previously taken will not be subject to recapture in the future.

WNC is currently  attempting to sell the Alliance and Hastings  properties.  WNC
may not be successful in its efforts to sell and the lender may foreclose on the
properties as the loans are now in default.

As a result of the aforementioned  operating difficulties,  there is uncertainty
as to whether the Partnership  will ultimately  retain its interests in Alliance
and  Hastings.  If the  investments  are sold or  otherwise  not  retained,  the
Partnership  could be subject to recapture of tax credits and certain  prior tax
deductions.  There is further  uncertainty as to costs that the  Partnership may
ultimately  incur in connection  with its  investments in Alliance and Hastings.
The Partnership's financial statements do not include any adjustments that might
result from the outcome of these uncertainties.

NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS

As of the periods  presented,  the Partnership has acquired limited  partnership
interests  in 18 Local  Limited  Partnerships,  each of which  owns one  Housing
Complex  consisting of an aggregate of 1,196  apartment  units.  The  respective
general  partners  of the  Local  Limited  Partnerships  manage  the  day to day
operations  of the entities.  Significant  Local  Limited  Partnership  business
decisions require approval from the Partnership.  The Partnership,  as a limited
partner,  is  generally  entitled  to 99%,  as  specified  in the Local  Limited
Partnership agreements,  of the operating profits and losses, taxable income and
losses and tax credits of the Local Limited Partnerships,  except for one of the
investments in which it is entitled to 49.49% of such amounts.

                                       10
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                              For the Quarter Ended
                                  June 30, 2001
                                   (unaudited)

NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued

Equity in losses of Local  Limited  Partnerships  is recognized in the financial
statements  until the related  investment  account is reduced to a zero balance.
Losses  incurred  after  the  investment  account  is  reduced  to zero  are not
recognized. If the Local Limited Partnerships report 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.

Distributions  received by limited  partners are accounted for as a reduction of
the investment balance.  Distributions received after the investment has reached
zero are  recognized  as income.  At March 31, 2000 and through the three months
ended June 30, 2001, the net investments in the three Local Limited Partnerships
discussed in Note 2 had reached a zero balance.

Following is a summary of the equity method activity of the investments in Local
Limited  Partnerships  for  the  periods  presented  below  (Combined  condensed
financial  information  for Alliance,  Evergreen and Hastings have been excluded
from the presentation below. See Note 2 for further discussion):
<TABLE>
<CAPTION>

                                                                      June 30, 2001           March 31, 2001
                                                                   ---------------------    -------------------

<S>                                                              <C>                      <C>
Investments in limited partnerships - beginning of period        $         10,245,015     $       10,968,078
Capitalized acquisition fees and costs                                              -                (10,452)
Equity in losses of limited partnerships                                     (139,220)              (656,711)
Distributions received                                                        (10,049)               (11,856)
Amortization of paid capitalized acquisition fees and costs                    (9,645)               (44,044)
                                                                   ---------------------    -------------------

Investments in limited partnerships - end of period              $         10,086,101     $       10,245,015
                                                                   =====================    ===================

</TABLE>

                                       11
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                              For the Quarter Ended
                                  June 30, 2001
                                   (unaudited)

NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued

Selected  information for the three months ended June 30, 2001 and 2000 from the
unaudited combined condense financial  statements of the limited partnerships in
which the  Partnership  has invested as follows  (Combined  condensed  financial
information  for  Alliance,  Evergreen  and Hastings have been excluded from the
presentation below. See Note 2 for further discussion):
<TABLE>
<CAPTION>

                                                                        2001                    2000
                                                                   ----------------       ------------------

<S>                                                              <C>                    <C>
Revenue                                                          $      1,429,000       $       1,364,000
                                                                   ----------------       ------------------
Expenses:
  Interest expense                                                        385,000                 380,000
  Depreciation                                                            362,000                 356,000
  Operating expenses                                                      842,000                 819,000
                                                                   ----------------       ------------------
Total expenses                                                          1,589,000               1,555,000
                                                                   ----------------       ------------------
Net loss                                                         $       (160,000)      $        (191,000)
                                                                   ================       ==================

Net loss allocable to the Partnership, before equity in
  losses of Alliance, Evergreen, and Hastings                    $       (139,000)      $        (179,000)
                                                                   ================       ==================

Net loss recorded by the Partnership, before equity
  in losses of Alliance, Evergreen, and Hastings                 $       (139,000)       $       (179,000)
Net loss of Alliance allocable to the Partnership                               -                 (12,000)
Net loss of Evergreen allocable to the Partnership                              -                 (18,000)
Net loss of Hastings allocable to the Partnership                               -                 (12,000)
Below zero adjustments of the net allocable losses
  of Alliance, Evergreen, and Hastings                                          -                  42,000
                                                                   ----------------       ------------------
Net loss recorded by the Partnership                             $       (139,000)      $        (179,000)
                                                                   ================       ==================
</TABLE>

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

                                       12
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                              For the Quarter Ended
                                  June 30, 2001
                                   (unaudited)


NOTE 4 - RELATED PARTY TRANSACTIONS

The Partnership has no officers,  employees,  or directors.  However,  under the
terms of the  Partnership  Agreement the Partnership is obligated to the General
Partner or Associates for the following fees:

(a)  Annual Asset  Management Fee. An annual asset management fee of the greater
     of (i)  $2,000 per  multi-family  housing  complex or (ii)  0.275% of Gross
     Proceeds. The base fee amount will be adjusted annually based on changes in
     the  Consumer  Price  Index.  However,  in no event will the  annual  asset
     management fee exceed 0.2% of Invested Assets.  "Invested Assets" means the
     sum of the Partnership's  Investments in Local Limited Partnerships and the
     Partnership's  allocable  share of the  amount  of  mortgages  on and other
     indebtedness  related to the Housing  Complexes.  Asset  management fees of
     $8,896 and $12,375 were incurred during each of the three months ended June
     30, 2001 and 2000,  respectively.  The Partnership paid the General Partner
     or its  affiliates  $0 of these fees during the three months ended June 30,
     2001 and 2000.

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

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

                                                                     June 30, 2001                March 31, 2001
                                                                  ---------------------        ----------------------


<S>                                                            <C>                          <C>
Reimbursements for expenses paid by the
  General Partner or an affiliate                              $                25,402      $                  2,406
Asset management fee payable                                                    46,021                        37,125
                                                                  ---------------------        ----------------------

  Total                                                        $                71,423      $                 39,531
                                                                  =====================        ======================


</TABLE>

                                       13
<PAGE>
                    WNC HOUSING CREDIT FUND V, L.P. SERIES 3
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                              For the Quarter Ended
                                  June 30, 2001
                                   (unaudited)



NOTE 5 - INCOME TAXES

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

NOTE 6 - COMMITMENTS AND CONTINGENCIES

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 has 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.

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 allege 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 in
the aggregate amount of $35,000. The Partnerships allocated share of $17,500 has
been accrued in full at March 31, and June 30, 2001.

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

                                       14

<PAGE>




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

Forward Looking Statements

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

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

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

The following discussion and analysis compares the results of operations for the
three  months  ended June 30, 2001 and 2000,  and should be read in  conjunction
with the condensed  financial  statements and accompanying notes included within
this report.

Financial Condition

The Partnership's  assets at June 30, 2001 consisted primarily of $5,000 in cash
and  aggregate  investments  in  the  eighteen  Local  Limited  Partnerships  of
$10,086,000.  Liabilities  at June 30, 2001  primarily  consisted  of $58,000 of
accrued expenses and $71,000 of accrued asset management fees and reimbursements
due to the General Partner and affiliates.

Results of Operations

Three Months  ended June 30, 2001  Compared to Three Months Ended June 30, 2000.
The  Partnership's  net loss  for the  three  months  ended  June  30,  2001 was
$(180,000), reflecting a decrease of $(18,000) from the net loss experienced for
the three months ended June 30, 2000 of  $(198,000).  The $(18,000)  decrease in
net loss is  primarily  due to equity in losses of limited  partnerships,  which
decreased by $(40,000) to  $(139,000)  for the three month period ended June 30,
2001  from  $(179,000)  for the three  month  period  ended  June 30,  2000.  In
addition,  an increase in operating loss of $(22,000) to $(41,000) for the three
months  ended June 30, 2001 from  $(19,000)  for the three months ended June 30,
2000.

Cash Flows

Three months  ended June 30, 2001  Compared to Three months Ended June 30, 2000.
Net decrease in cash during the three  months ended June 30, 2001 was  $(15,000)
compared to a net  decrease in cash for the three  months ended June 30, 2000 of
$(124,000).  The $109,000  decrease was due  primarily to a $81,000  increase in
cash used for paying off  Broadway  Apt.'s  note  payable  $73,000 and $8,000 in
distribution fees to limited  partnerships.  In addition, a decrease in net cash
used by operating  activities  of  $(28,000)  to  $(25,000)  for the three month
period ended June 30, 2001 from  $(53,000) for the three month period ended June
30, 2000.

The Partnership  expects its future cash flows,  together with its net available
assets at June 30, 2001,  to be  sufficient  to meet all  currently  foreseeable
future cash requirements.

                                       15
<PAGE>


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

Cash Flows, continued

During the three months ended June 30, 2001, accrued payables,  which consist of
related party  management fees and  reimbursements  due to the General  Partner,
increased by $32,000.  The General  Partner does not anticipate that the accrued
fees and reimbursements  will be paid until such time as capital reserves are in
excess of foreseeable working capital requirements of the partnership.

                                       16
<PAGE>


Item 3. Quantitative and Qualitative Disclosures Above Market Risks

         NONE

Part II.  Other Information

Item 1.  Legal Proceedings

         NONE


Item 6.  Exhibits and Reports on Form 8-K

         NONE






                                       17
<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 - Chief Operating Officer
                       of WNC & Associates, Inc.

Date: August 15, 2001



By:  /s/ Thomas J. Riha

Thomas J. Riha, Vice President - Chief Financial Officer
                                of WNC & Associates, Inc.
Date: August 15, 2001



                                       18