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, 1999

                                       OR

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

             For the transition period from ________ to ___________

                         Commission file number: 0-21895


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


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


                  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 NEDED JUNE 30, 1999



PART I. FINANCIAL INFORMATION

   Item 1.  Financial Statements
        Balance Sheets, June 30, 1999 and March 31, 1999..............3

        Statements of Operations For the
          Three Months Ended June 30, 1999 and 1998...................4

        Statement of Partners' Equity For the
          Three Months Ended June 30, 1999............................5

        Statements of Cash Flows For the
          Three Months Ended June 30, 1999 and 1998...................6

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


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

   Item 3.  Quantitative and Qualitative Disclosures
            Above Market Risks.......................................14

PART II. OTHER INFORMATION

   Item 6.  Exhibits and Reports on Form 8-K.........................14

   Signatures........................................................15


                                       2
<PAGE>
                    WNC HOUSING CREDIT FUND V, L.P. SERIES 3
                       (A California Limited Partnership)

                                 BALANCE SHEETS

                          June 30, 1999 & March 31, 1998





                                              June 30, 1999      March 31, 1999
                                              -------------      --------------
                                               (Unaudited)
                                     ASSETS

Cash and cash equivalents                     $     897,092       $     911,080
Investment in limited
  partnerships - Note 2                          12,193,305          12,250,789
                                                 ----------          ----------

                                              $  13,090,397       $  13,161,869
                                                 ==========          ==========

                        LIABILITIES AND PARTNERS' EQUITY

Liabilities:
Payable to limited partnerships - Note 4      $      95,030       $      95,030
Accrued fees and expenses due to
  general partner and affiliates - Note 3           269,043              28,677
                                                 ----------          ----------

  Total Liabilities                                 364,073             123,707
                                                 ----------          ----------

Partners' equity (deficit):
  General partner                                   (48,227)            (45,109)
  Limited partners
    (18,000 units issued
    and outstanding)                             12,774,551          13,083,271
                                                 ----------          ----------

  Total partners' equity                         12,726,324          13,038,162
                                                 ----------          ----------

                                              $  13,090,397       $  13,161,869
                                                 ==========          ==========

                 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, 1999 & 1998
                                   (Unaudited)

                                                   1999                    1998
                                                   ----                    ----

Interest income                       $           9,386       $          14,975
                                            -----------             -----------
Operating expenses:
Amortization                                      9,055                   8,875
Asset management fees - Note 3                   12,375                  12,375
Other                                             5,976                  14,250
                                            -----------             -----------

Total operating expenses                         27,406                  35,550
                                            -----------             -----------

Loss from operations                            (18,020)                (20,525)
Equity in loss of
  limited partnerships                         (293,818)               (197,100)
                                            -----------             -----------

Net loss                              $        (311,838)      $        (217,625)
                                            ===========             ===========
Net loss allocated to:
  General partner                     $          (3,118)      $          (2,176)
                                            ===========             ===========

  Limited partners                    $        (308,720)      $        (215,449)
                                            ===========             ===========
Net loss per weighted limited
  partner unit (18,000 units
  issued and outstanding)             $             (17)      $             (12)
                                            ===========             ===========

                 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

                     For the Three Months Ended June 30, 1999
                                   (Unaudited)

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

Equity (deficit), March 30, 1999     $  (45,109)  $  13,083,271   $ 13,038,162

Net loss for the three months ended
  June 30, 1999                          (3,118)       (308,720)      (311,838)
                                        -------      ----------     ----------

Equity (deficit), June 30, 1999      $  (48,227)  $  12,774,551   $ 12,726,324
                                        =======      ==========     ==========








                 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, 1999 and 1998
                                   (Unaudited)

                                                            1999           1998
                                                            ----           ----
Cash flows from operating activities:
  Net loss                                            $ (311,838)  $   (217,625)
    Adjustments to reconcile net loss to net
      cash provided by operating activities:
      Equity in loss of limited partnerships             293,818        197,100
      Amortization                                         9,055          8,875
      Asset management fee                                12,375         12,375
      Change in other assets                                   -          4,493
      Advances for expenses due to
        general partner and affiliates                     5,177         (2,140)
                                                        --------      ---------

     Net cash provided by operating activities             8,587          3,078
                                                        --------      ---------
Cash flows from investing activities:
  Investment in limited partnerships                           -       (447,257)
  Distributions from local limited partnerships            2,425         15,483
  Acquisition costs and fees                             (25,000)             -
                                                        --------      ---------

     Net cash used in investing activities               (22,575)      (431,774)
                                                        --------      ---------

Net (decrease) in cash and cash equivalents              (13,988)      (428,696)

Cash and cash equivalents, beginning of period           911,080      1,530,527
                                                        --------      ---------

Cash and cash equivalents, end of period              $  897,092  $   1,101,831
                                                        ========      =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION:
       Taxes paid                                     $      800  $         800
                                                        ========      =========

SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES:

   During 1999, the Partnership  incurred,  but did not pay, $222,814 of payable
   for  acquisition   fees  (in  connection  with  its  investments  in  limited
   partnerships) (see Note 2).

                 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

                                  June 30, 1999
                                   (Unaudited)

NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

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 audited  financial  statements  and related  notes thereto
contained in the Partnership's  Annual Report for the year ended March 31, 1999.
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.

In the  opinion of the  General  Partner,  the  unaudited  financial  statements
contain all adjustments (consisting of only normal recurring accruals) necessary
to present fairly the financial  position as of June 30, 1999 and the results of
operations and changes in cash flows for the three months.

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.  The business of the
Partnership  is  conducted   primarily   through  the  General  Partner  as  the
Partnership has no employees of its own.

Pursuant to a  registration  statement  filed with the  Securities  and Exchange
Commission  on July 26, 1995,  the  Partnership  commenced a public  offering of
25,000 Units of Limited Partnership  Interest ("Units") at a price of $1,000 per
Unit. As of the close of the public offering, January 21, 1996 a total of 18,000
Limited Partnership Interests representing $17,558,985 had been sold.

Sempra Energy Financial, a California corporation,  which is not an affiliate of
the Partnership or General Partner,  has purchased 4,560 Units, which represents
25.3% of the Units  outstanding  for the  Partnership.  Sempra Energy  Financial
invested  $4,282,600.  A  discount  of  $277,400  was  allowed  due to a  volume
discount.  Western  Financial  Savings  Bank,  which is not an  affiliate of the
Partnership or General Partner,  has purchased 1,068 units, which represent 5.9%
of the Units  outstanding for the Partnership.  Western  Financial  Savings Bank
invested $1,000,000. A discount of $68,000 was allowed due to a volume discount.
See Item 12(a) in this 10-K.

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;

                                       7
<PAGE>
                    WNC HOUSING CREDIT FUND V, L.P. SERIES 3
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                                  June 30, 1999
                                   (Unaudited)

NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

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 (see Note 2).

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.

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 maturities of
three months or less when purchased to be cash equivalents. As of March 31, 1999
and December 31, 1998 and 1997, the Partnership  had cash  equivalents of $0, $0
and $978,453, respectively, representing U.S. Treasury Bills.

                                       8

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                  June 30, 1999
                                   (Unaudited)

NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Concentration of Credit Risk

At March 31, 1999, the Partnership maintained cash balances at certain financial
institutions in excess of the federally insured maximum.

Net Loss Per Limited Partner Unit

Net loss per limited  partnership  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.

NOTE 2 - INVESTMENT 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.

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.  During 1999 and 1998, no investment  accounts in
Local Limited Partnerships reached a zero balance.

Following is a summary of the equity method activity of the investments in Local
Limited Partnerships for the periods presented:

                                              June 30, 1999     March 31, 1999
                                              -------------     --------------
Investment Balance - beginning of period       $ 12,250,789       $ 12,559,525
Capitalized acquisition fees and costs, net         247,814              1,520
Equity in loss of limited partnership              (293,818)          (293,818)
Distributions from limited partnerships              (2,425)            (7,563)
Amortization of capitalized acquisition costs        (9,055)           (8,8875)
                                                 ----------         ----------

Investment Balance - end of period             $ 12,193,305       $ 12,250,789
                                                 ==========         ==========

                                       9
<PAGE>
                    WNC HOUSING CREDIT FUND V, L.P. SERIES 3
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                  June 30, 1999
                                   (Unaudited)

NOTE 2 - INVESTMENT IN LIMITED PARTNERSHIPS, continued

Selected financial  information for the three months ended June 31,1999 and 1998
from the combined financial  statements of the limited partnerships in which the
partnership has invested is as follows:
                                                   1999                  1998
                                                   ----                  ----
Total revenue                              $  1,471,123          $  1,420,000
                                              ---------             ---------

Interest expense                                479,731               435,000
Depreciation                                    407,301               355,000
Operating expenses                              894,877               810,000
                                              ---------             ---------
Total expenses                                1,781,809             1,600,000
                                              ---------             ---------

Net loss                                   $   (310,686)         $   (180,000)
                                              =========             =========

Net loss allocable to the Partnership      $   (293,818)         $   (178,200)
                                              =========             =========

Net loss recognized by the Partnership     $   (293,818)         $   (197,100)
                                              =========             =========

NOTE 3 - 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  Investment in Local Limited  Partnerships and the
     Partnership's  allocable  share of the  amount  of  mortgages  on and other
     indebtedness related to the Housing Complexes.  Fees of $12,375 and $12,375
     were  incurred  during the three  months  ended June 30,  1999 and the year
     ended  March 31,  1999,  respectively.  The  Partnership  paid the  General
     Partner or its  affiliates  $0 and  $49,500 of these fees  during the three
     months ended June 30, 1999 and the year ended March 31, 1999, respectively.

(b)  Subordinated  Disposition Fee. A subordinated  disposition fee in an amount
     equal to 1% of the  sale  price  received  in  connection  with the sale or
     disposition  of a Housing  Complex or Local Limited  Partnership  Interest.
     Subordinated  disposition  fees will be subordinated to the prior return of
     the Limited  Partners'  capital  contributions and payment of the Return on
     Investment to the Limited Partners. "Return on Investment" means an annual,
     cumulative but not compounded,  "return" to the Limited Partners (including
     Low  Income  Housing   Credits)  as  a  class  on  their  adjusted  capital
     contributions  commencing  for each Limited  Partner on the last day of the
     calendar quarter during which the Limited Partner's capital contribution is
     received by the  Partnership,  calculated at the following  rates:  (i) 14%
     through  December 31, 2006 and (ii) 6% for the balance of the  Partnerships
     term. No disposition fees have been paid.

                                       10
<PAGE>
                    WNC HOUSING CREDIT FUND V, L.P. SERIES 3
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                                  June 30, 1999
                                   (Unaudited)

NOTE 3 - RELATED PARTY TRANSACTIONS, continued

(c)  Interest  in  Partnership.   The  General   Partner   receives  1%  of  the
     Partnership's  allocated Low Income  Housing  Credits,  which  approximated
     $24,000 for the General  Partner for the year ended  December 31, 1998. The
     General  Partners  are also  entitled to receive 1% of cash  distributions.
     There were no  distributions  of cash to the  General  Partners  during the
     three months ended June 30, 1999.

Accrued fees and advances due to affiliates of the General  Partner  included in
the accompanying balance sheet consists of the following:

                                          June 30, 1999        March 31, 1999
                                          -------------        --------------
Advances made for operating expense         $     8,140           $    14,935
Asset management fees                            26,117                13,742
Acquisition Fee                                 234,786                     -
                                              ---------              --------

                                            $   269,043           $    28,677
                                              =========              ========

NOTE 5 - PAYABLE TO LIMITED PARTNERSHIPS

Payable to limited partnerships at June 30,1999 represents amounts which are due
at various times based on conditions  specified in the respective  local limited
partnership  agreements.   These  contributions  are  payable  in  installments,
generally due upon the local limited  partnership  achieving  certain  operating
benchmarks,  and are  generally  expected  to be paid  within  two  years of the
Partnership's initial investment.

NOTE 6 - INCOME TAXES

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

                                       11
<PAGE>
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operation

Financial Condition

The  Partnership's  assets at June 30, 1999  consisted  primarily of $897,000 in
cash and aggregate  investments  in the eighteen Local Limited  Partnerships  of
$12,193,000.  Liabilities at June 30, 1999 primarily consisted of $95,000 due to
limited  partnerships  and  $269,000  of  accrued  annual  management  fees  and
reimbursements due to the General Partner.

Results of Operations

Three Months  Ended June 30, 1999  Compared to Three Months Ended June 30, 1998.
The  Partnership's  net loss  for the  three  months  ended  June  31,  1999 was
$(312,000),  reflecting an increase of $94,000 from the net loss experienced for
the three months ended June 31, 1998.  The increase in net loss is due to equity
in losses of limited  partnerships  which increased by $97,000 to $(294,000) for
the three month period ended June 30, 1998 from  $(197,000)  for the three month
period ended June 30,  1998.  In addition to the increase in equity in losses of
limited  partnerships,  the Partnership  experienced a decrease in net loss from
operations of $3,000 to $(18,000) for the three month period ended June 30, 1999
from  $(21,000) for the three month period ended June 30, 1998 due to a decrease
in interest income of $6,000 and a decrease in operating expenses of $9,000.

Cash Flows

Three Months  Ended June 30, 1999  Compared to Three Months Ended June 30, 1998.
Net decrease in cash during the three  months ended June 30, 1999 was  $(14,000)
compared to a net  decrease in cash for the three  months ended June 30, 1998 of
$(429,000). The change was due primarily to a decrease in investments in limited
partnerships  of  $(447,000),  offset by an  increase  of  $6,000  in  operating
activities, a decrease of $13,000 in distributions from limited partnerships and
an increase of $25,000 in acquisition cost and fees.

During the three  months  ended June 30, 1999 and the year ended March 31, 1999,
accrued  payables,  which consist primarily of related party management fees due
to the  General  Partner,  increased  by  $240,366  and  decreased  by  $34,000,
respectively.  The General  Partner does not anticipate  that these accrued fees
will be paid in full until such time as capital reserves are in excess of future
forseeable working capital requirements of the Partnership.

The Partnership  expects its future cash flows,  together with its net available
assets at June 30,  1999,  to be  sufficient  to meet all  currently  forseeable
future cash requirements.

Impact of Year 2000

WNC & Associates, Inc.

Status of Readiness

Information Technology (IT) Systems. The Partnership relies on the IT systems of
WNC, its general partner. IT systems include computer hardware and software used
to produce  financial  reports and tax return  information.  This information is
then used to generate  reports to investors and regulatory  agencies,  including
the Internal Revenue Service and the Securities and Exchange Commission.  The IT
systems of WNC are year 2000 compliant.

Non-IT Systems. The Partnership also relies on the non-IT systems of WNC. Non-IT
systems  include  machinery and  equipment  such as  telephones,  voice mail and
electronic  postage  equipment.  Except  for one  telephone  system,  the non-IT
systems of WNC are year 2000  compliant.  The one telephone  system will require
the replacement of one computer and one software application, both of which will
be completed on or before October 1, 1999.

                                       12
<PAGE>
Service  Providers.  WNC also  relies on the IT and  non-IT  systems  of service
providers. Service providers include utility companies,  financial institutions,
telecommunications carriers,  municipalities, and other outside vendors. WNC has
obtained verbal assurances from its material service providers (electrical power
provider,  financial institutions and telecommunications carriers) that their IT
and non-IT systems are year 2000 compliant.  There can be no assurance that this
compliance  information  is  correct.  There also can be no  assurance  that the
systems of other,  less-important  service providers and outside vendors will be
year 2000 compliant.

Costs to Address Year 2000 Issues

The cost to address  year 2000  issues for WNC has been less than  $20,000.  The
cost to replace the telephone  system noted above will be less than $5,000.  The
cost to deal with potential year 2000 issues of other outside  vendors cannot be
estimated at this time.

Risk of Year 2000 Issues

The most  reasonable and likely result from non-year 2000  compliance of systems
of the service  providers  noted above will be the disruption of normal business
operations for WNC. This disruption would, in turn, lead to delays in performing
reporting and fiduciary responsibilities on behalf of the Partnership. The worst
case scenario would be the replacement of a service provider. These delays would
likely  be  temporary  and  would  likely  not  have a  material  effect  on the
Partnership or WNC.

Local Limited Partnerships

Status of Readiness

WNC is in the  process of  obtaining  year 2000  certifications  from each Local
General Partner of each Local Limited  Partnership.  Those  certifications  will
represent  to the  Partnership  that the IT and non-IT  systems  critical to the
operation of the Housing Complexes and investor reporting to the Partnership are
year 2000 compliant. These certifications will also represent to the Partnership
that the IT and non-IT  systems of property  management  companies,  independent
accountants,    electrical   power   providers,   financial   institutions   and
telecommunications  carriers used by the Local Limited Partnership are year 2000
compliant.

There can be no assurance that the representations in the certifications will be
correct.   There  also  can  be  no   assurance   that  the  systems  of  other,
less-important  service  providers  and  outside  vendors,  upon which the Local
Limited Partnerships rely, will be year 2000 compliant.

Costs to Address Year 2000 Issues

There  will be no cost to the  Partnership  as a result of  assessing  year 2000
issues for the Local Limited Partnerships.  The cost to deal with potential year
2000 issues of the Local Limited Partnerships cannot be estimated at this time.

Risk of Year 2000 Issues

There may be Local  General  Partners who indicate  that they or their  property
management  company are not year 2000  compliant and do not have plans to become
year 2000  compliant  before the end of 1999.  There may be other Local  General
Partners who are  unwilling to respond to the  certification  request.  The most
likely result of either non-compliance or failure to respond will be the removal
and  replacement  of the property  management  company  and/or the Local General
Partner with year 2000 compliant operators.

                                       13

<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

1.        A report on Form 8-K dated May13,1999 was file on May 14, 1999 report-
          ing the change in fiscal year end to March 31.






                                       14
<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:



John B. Lester, Jr., President

Date: August 30, 1999



By:
Michael L. Dickenson, Vice President - Chief Financial Officer
WNC & ASSOCIATES, INC.

Date: August 30, 1999

                                       15