UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



(Mark
One)



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



For the quarterly period ended June 30, 2012



OR



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



For the transition period from ________ to ___________



Commission file number: 0-21895



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



|California                               | 33-6163848         
|---------------------------------------- | -------------------
|(State or other jurisdiction of          | (I.R.S. Employer   
|incorporation or organization)           | Identification No.)
|                                         |                    
|17782 Sky Park Circle                    |                    
|Irvine, CA                               | 92614-6404         
|(Address of principal executive offices) | (Zip Code)         



(714) 662-5565

(Telephone number)



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



Yes [X]   No [  ]



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).



Yes [X]   No [  ]



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of
the Exchange Act. (Check one):



Large accelerated filer [  ]   Accelerated
filer [  ]   Non-accelerated filer [X]   Smaller reporting company [  ]



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

Yes [  ]   No [X]


















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

(A California Limited Partnership)



INDEX TO FORM 10 – Q



For the Quarterly Period Ended June 30, 2012



|PART
    I. FINANCIAL INFORMATION
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|PART II. OTHER INFORMATION       
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2









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

(A California Limited Partnership)



CONDENSED BALANCE SHEETS

(Unaudited)



|                                                                                                        |  | June 30, 2012 |            |   | March 31, 2012 |  
|------------------------------------------------------------------------------------------------------- |  | ------------- | ---------- | - | -------------- | -
|                                                                                                        |  |               |            |   |                |  
|ASSETS                                                                                                  |  |               |            |   |                |  
|                                                                                                        |  |               |            |   |                |  
|Cash                                                                                                    |  | $             | 131,066    |   |                | $
|Investments in Local Limited Partnerships, net (Notes 2 and 3)                                          |  |               | -          |   |                |  
|Due from affiliate                                                                                      |  |               | 3,000      |   |                |  
|Other assets                                                                                            |  |               | -          |   |                |  
|                                                                                                        |  |               |            |   |                |  
|Total Assets                                                                                            |  | $             | 134,066    |   |                | $
|                                                                                                        |  |               |            |   |                |  
|LIABILITIES AND PARTNERS' EQUITY (DEFICIT)                                                              |  |               |            |   |                |  
|                                                                                                        |  |               |            |   |                |  
|Liabilities:                                                                                            |  |               |            |   |                |  
|Accrued fees and expenses due to General Partner and affiliates (Note 3)                                |  | $             | 580,946    |   |                | $
|                                                                                                        |  |               |            |   |                |  
|Total Liabilities                                                                                       |  |               | 580,946    |   |                |  
|                                                                                                        |  |               |            |   |                |  
|Partners’ Equity (Deficit):                                                                             |  |               |            |   |                |  
|General Partner                                                                                         |  |               | 3,091,357  |   |                |  
|Limited Partners (25,000 Partnership Units authorized; 18,000 Partnership Units issued and outstanding) |  |               | (3,538,237 | ) |                |  
|                                                                                                        |  |               |            |   |                |  
|Total Partners’ Equity (Deficit)                                                                        |  |               | (446,880   | ) |                |  
|                                                                                                        |  |               |            |   |                |  
|Total Liabilities and Partners’ Equity (Deficit)                                                        |  | $             | 134,066    |   |                | $



See accompanying notes to condensed financial
statements



F-1







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

(A California Limited Partnership)



CONDENSED STATEMENTS OF OPERATIONS



For the Three Months Ended June 30, 2012
and 2011

(Unaudited)



|                                           |  | 2012         |         |   | 2011         |  
|------------------------------------------ |  | ------------ | ------- | - | ------------ | -
|                                           |  | Three Months |         |   | Three Months |  
|                                           |  |              |         |   |              |  
|Distribution income                        |  | $            | 30,295  |   |              | $
|                                           |  |              |         |   |              |  
|                                           |  |              |         |   |              |  
|Operating expenses:                        |  |              |         |   |              |  
|Asset management fees (Note 3)             |  |              | 5,796   |   |              |  
|Legal and accounting fees                  |  |              | 21,022  |   |              |  
|Other                                      |  |              | 4,351   |   |              |  
|                                           |  |              |         |   |              |  
|Total operating expenses                   |  |              | 31,169  |   |              |  
|                                           |  |              |         |   |              |  
|Loss from operations                       |  |              | (874    | ) |              |  
|                                           |  |              |         |   |              |  
|Gain on sale of Local Limited Partnerships |  |              | 101,057 |   |              |  
|                                           |  |              |         |   |              |  
|Interest income                            |  |              | 1       |   |              |  
|                                           |  |              |         |   |              |  
|Net income (loss)                          |  | $            | 100,184 |   |              | $
|                                           |  |              |         |   |              |  
|Net income (loss) allocated to:            |  |              |         |   |              |  
|General Partner                            |  | $            | 1,002   |   |              | $
|                                           |  |              |         |   |              |  
|Limited Partners                           |  | $            | 99,182  |   |              | $
|                                           |  |              |         |   |              |  
|Net income (loss) per Partnership Unit     |  | $            | 6       |   |              | $
|                                           |  |              |         |   |              |  
|Outstanding weighted Partnership Units     |  |              | 18,000  |   |              |  



See accompanying notes to condensed financial
statements



F-2







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

(A California Limited Partnership)



CONDENSED STATEMENT OF PARTNERS’ EQUITY
(DEFICIT)



For the Three Months Ended June 30, 2012
(Unaudited)



|                                             |  | General |           |  | Limited  |   |            |       | 
|-------------------------------------------- |  | ------- | --------- |  | -------- | - | ---------- | ----- | 
|                                             |  | Partner |           |  | Partners |   |            | Total | 
|                                             |  |         |           |  |          |   |            |       | 
|Partners’ equity (deficit) at March 31, 2012 |  | $       | 3,090,355 |  |          | $ | (3,637,419 | )     | 
|                                             |  |         |           |  |          |   |            |       | 
|Net income                                   |  |         | 1,002     |  |          |   | 99,182     |       | 
|                                             |  |         |           |  |          |   |            |       | 
|Partners’ equity (deficit) at June 30, 2012  |  | $       | 3,091,357 |  |          | $ | (3,538,237 | )     | 



See accompanying notes to condensed financial
statements



F-3







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

(A California Limited Partnership)



CONDENSED STATEMENTS OF CASH FLOWS



For the Three Months Ended June 30, 2012
and 2011

(Unaudited)



|                                                  |  | 2012 |          |   | 2011 |  
|------------------------------------------------- |  | ---- | -------- | - | ---- | -
|                                                  |  |      |          |   |      |  
|Cash flows from operating activities:             |  |      |          |   |      |  
|Net income (loss)                                 |  | $    | 100,184  |   |      | $
|Adjustments to reconcile net income (loss) to net |  |      |          |   |      |  
|cash provided by operating activities:            |  |      |          |   |      |  
|Gain on sale of Local Limited Partnerships        |  |      | (101,057 | ) |      |  
|Increase in other assets                          |  |      | (8,573   | ) |      |  
|Increase in accrued fees and expenses due to      |  |      |          |   |      |  
|General Partner and affiliates                    |  |      | 39,743   |   |      |  
|Increase in accrued expenses                      |  |      | -        |   |      |  
|                                                  |  |      |          |   |      |  
|Net cash provided by operating activities         |  |      | 30,297   |   |      |  
|                                                  |  |      |          |   |      |  
|Cash flows from investing activities:             |  |      |          |   |      |  
|Proceeds from sale of Local Limited Partnership   |  | $    | 89,280   |   |      |  
|                                                  |  |      |          |   |      |  
|Net cash provided by investing activities         |  |      | 89,280   |   |      |  
|                                                  |  |      |          |   |      |  
|Net increase in cash                              |  |      | 119,577  |   |      |  
|                                                  |  |      |          |   |      |  
|Cash, beginning of period                         |  |      | 11,489   |   |      |  
|                                                  |  |      |          |   |      |  
|Cash, end of period                               |  | $    | 131,066  |   |      | $
|                                                  |  |      |          |   |      |  
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION  |  |      |          |   |      |  
|                                                  |  |      |          |   |      |  
|Taxes paid                                        |  | $    | -        |   |      | $



NON-CASH INVESTING AND FINANCING ACTIVITIES



A Local Limited Partnership was sold for $22,450 with proceeds paid
directly to Associates, which resulted in a decrease in accrued fees and expenses due to General Partner and affiliates of $19,450
and an increase in due from affiliate of $3,000.



See accompanying notes to condensed financial
statements





F-4







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

(A California Limited Partnership)



NOTES TO CONDENSED FINANCIAL STATEMENTS



For the Quarterly Period Ended June 30, 2012

(Unaudited)



NOTE 1 - SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES



General



The accompanying
condensed unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the instructions to Form 10-Q for quarterly reports under Section
13 or 15(d) of the Securities Exchange Act of 1934. Accordingly, they do not include all of the information and footnotes required
by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.
Operating results for the three months ended June 30, 2012 are not necessarily indicative of the results that may be expected for
the fiscal year ending March 31, 2013. 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, 2012.



Organization



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



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



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



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



The Partnership Agreement authorized the sale
of up to 25,000 units of limited partnership interests (“Partnership Units”) at $1,000 per Partnership Unit. The offering
of Partnership Units had concluded in January 1996, at which time 18,000 Partnership 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 a 1% interest in
operating profits and losses, taxable income and losses, cash available for distribution from the Partnership and Low Income Housing
Tax Credits of the Partnership. The investors (the “Limited Partners”) will be allocated the remaining 99% of these
items in proportion to their respective investments.



F-5







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

(A California Limited Partnership)



NOTES TO CONDENSED FINANCIAL STATEMENTS -
CONTINUED



For the Quarterly Period Ended June 30, 2012

(Unaudited)



NOTE 1 - SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES, continued



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



Risks and Uncertainties



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



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



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



F-6







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

(A California Limited Partnership)



NOTES TO CONDENSED FINANCIAL STATEMENTS -
CONTINUED



For the Quarterly Period Ended June 30, 2012

(Unaudited)



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES, continued



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



All of the Low Income Housing Tax Credits anticipated
to be realized from the Local Limited Partnerships have been realized. The Partnership does not anticipate being allocated any
Low Income Housing Tax Credits from the Local Limited Partnerships in the future. Until the Local Limited Partnerships have completed
the Compliance Period, risks exist for potential recapture of prior Low Income Housing Tax Credits received.



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



The Partnership currently has insufficient
working capital to fund its operations. Associates has agreed to continue providing advances sufficient enough to fund the operations
and working capital requirements of the Partnership through August 31, 2013.



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



Exit Strategy



The Compliance Period for a Housing Complex
is generally 15 years following construction or rehabilitation completion. Associates was one of the first in the industry to offer
syndicated investments in Low Income Housing Tax Credits. The initial programs have completed their Compliance Periods.



Upon the sale of a Local Limited Partnership
interest or Housing Complex after the end of the Compliance Period, there would be no recapture of Low Income Housing Tax Credits.
A sale prior to the end of the Compliance Period could result in recapture if certain conditions are not met.



With that in mind, the General Partner is continuing
its review of the Housing Complexes. The review considers many factors, including extended use requirements (such as those due
to mortgage restrictions or state compliance agreements), the condition of the Housing Complexes, and the tax consequences to the
Limited Partners from the sale of the Housing Complexes.



Upon identifying those Housing Complexes with
the highest potential for a successful sale, refinancing or re-syndication, the Partnership expects to proceed with efforts to
liquidate them. The objective is to maximize the Limited Partners’ return wherever possible and, ultimately, to wind down
the Partnership. Local Limited Partnership Interests may be disposed of any time by the General Partner in its discretion. While
liquidation of the Housing Complexes continues to be evaluated, the dissolution of the Partnership was not imminent as of June
30, 2012. As of June 30, 2012, four of the Housing Complexes had completed their 15 year compliance period.



F-7







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

(A California Limited Partnership)



NOTES TO CONDENSED FINANCIAL STATEMENTS -
CONTINUED



For the Quarterly Period Ended June 30, 2012

(Unaudited)



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES, continued



As of March 31, 2011, the Partnership sold
the Housing Complex of two Local Limited Partnerships, Cascade Pines II, L.P. (“Cascade Pines”), and Evergreen
Apartments I L.P. (“Evergreen”). The Partnership also sold its Local Limited Partnership Interest in Raymond S. King
Apartments, L.P., Patten Towers L.P. II, Alliance Apartments I L.P. and Hastings Apartments I L.P.



During the three months ended June 30, 2012,
the Partnership sold the Housing Complex of Shepherd South I, L.P. The Partnership also sold its Local Limited Partnership Interest
in Escatawpa Village Associates. No distributions will be made to the Limited Partners as a result of these dispositions. Each
of the Local Limited Partnerships had completed its Compliance Period so there is no risk of recapture to the investors in the
Partnership.



|Local Limited
Partnership    |  | Debt at
12/31/11 |         |  | Appraisal
Value |   |         | Date of Sale |  |  | Sales
Price |  |  | Sales
Related
Expenses |        |  | Gain
(loss)
on sale |  
|---------------------------- |  | ---------------- | ------- |  | --------------- | - | ------- | ------------ |  |  | ----------- |  |  | ---------------------- | ------ |  | ------------------- | -
|Shepherd South I L.P.        |  | $                | 507,000 |  |                 | $ | 350,000 |              |  |  | 06/28/2012  |  |  | $                      | 89,280 |  |                     | $
|Escatawpa Village Associates |  |                  | 849,000 |  |                 |   | 655,000 |              |  |  | 06/01/2012  |  |  |                        | 22,450 |  |                     |  



The sales proceeds from the sale of Escatawpa
Village Associates were paid directly to Associates. As shown in the table below, $19,450 was used to reimburse the General Partner
or affiliates for accrued asset management fees or operating expenses paid on behalf of the Partnership. The remaining $3,000 will
be returned to the Partnership’s reserves and is included in due from affiliate as of June 30, 2012.



The following table represents the anticipated
use of the cash proceeds from the disposition of the two Local Limited Partnerships.



|Local Limited
Partnership    |  | Sale
Proceeds |        |  | Payment of
accrued asset
management
fees |   |        | Reimburse
GP or
affiliates for
expenses |  |   | Remaining cash
to remain in
reserve for future
expenses | 
|---------------------------- |  | ------------- | ------ |  | ---------------------------------------- | - | ------ | --------------------------------------- |  | - | ------------------------------------------------------- | 
|Shepherd South I L.P.        |  | $             | 89,280 |  |                                          | $ | 25,000 |                                         |  | $ | 12,164                                                  | 
|Escatawpa Village Associates |  |               | 22,450 |  |                                          |   | 7,286  |                                         |  |   | 12,164                                                  | 



F-8







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

(A California Limited Partnership)



NOTES TO CONDENSED FINANCIAL STATEMENTS -
CONTINUED



For the Quarterly Period Ended June 30, 2012

(Unaudited)



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES, continued



Method
of Accounting for Investments in Local Limited Partnerships



The Partnership accounts for its investments
in Local Limited Partnerships using the equity method of accounting, whereby the Partnership adjusts its investment balance for
its share of the Local Limited Partnerships’ results of operations and for any contributions made and distributions received.
The Partnership reviews the carrying amount of an individual investment in a Local Limited Partnership for possible impairment
at least annually or whenever events or changes in circumstances indicate that the carrying amount of such investment may not be
recoverable. Recoverability of such investment is measured by the estimated value derived by management, generally consisting of
the sum of the remaining future Low Income Housing Tax Credits estimated to be allocable to the Partnership and the estimated residual
value to the Partnership. If an investment is considered to be impaired, the Partnership reduces the carrying value of its investment
in any such Local Limited Partnership. The accounting policies of the Local Limited Partnerships, generally, are expected to be
consistent with those of the Partnership. Costs incurred by the Partnership in acquiring the investments are capitalized as part
of the investment account and were amortized over 27.5 years (see Note 2).



“Equity
in losses of Local Limited Partnerships” for the periods ended June 30, 2012 and 2011 has been recorded by the Partnership.Management’s estimate for the three-month period is based on either actual unaudited results reported by the Local
Limited Partnerships or historical trends in the operations of the Local Limited Partnerships.Equity in losses of Local Limited Partnerships allocated to the Partnership is not recognized to the extent that the investment
balance would be adjusted below zero. 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 (see Note 2).



In accordance with the accounting guidance
for the consolidation of variable interest entities, the Partnership determines when it should include the assets, liabilities,
and activities of a variable interest entity (VIE) in its financial statements, and when it should disclose information about its
relationship with a VIE. The analysis that must be performed to determine which entity should consolidate a VIE focuses on control
and economic factors. A VIE is a legal structure used to conduct activities or hold assets, which must be consolidated by a company
if it is the primary beneficiary because it has (1) the power to direct the activities of the VIE that most significantly impact
the VIE's economic performance and (2) the obligation to absorb losses or receive benefits that could potentially be significant
to the VIE. If multiple unrelated parties share such power, as defined, no party will be required to consolidate the VIE. Further,
the guidance requires continual reconsideration of the primary beneficiary of a VIE.



Based on this guidance, the Local Limited Partnerships
in which the Partnership invests meet the definition of a VIE because the owners of the equity at risk in these entities do not
have the power to direct their operations. However, management does not consolidate the Partnership's interests in these VIEs,
as it is not considered to be the primary beneficiary since it does not have the power to direct the activities that are considered
most significant to the economic performance of these entities. The Partnership currently records the amount of its investment
in these Local Limited Partnerships as an asset on its balance sheets, recognizes its share of partnership income or losses in
the statements of operations, and discloses how it accounts for material types of these investments in its financial statements.
The Partnership's balance in investment in Local Limited Partnerships, plus the risk of recapture of tax credits previously recognized
on these investments, represents its maximum exposure to loss. The Partnership's exposure to loss on these Local Limited Partnerships
is mitigated by the condition and financial performance of the underlying Housing Complexes as well as the strength of the Local
General Partners and their guarantee against credit recapture to the investors in the Partnership.



F-9







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

(A California Limited Partnership)



NOTES TO CONDENSED FINANCIAL STATEMENTS -
CONTINUED



For the Quarterly Period Ended June 30, 2012

(Unaudited)



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
continued



Distributions received by the Partnership are
accounted for as a reduction of the investment balance. Distributions received after the investment has reached zero are recognized
as income. As of all periods presented, all of the investment balances had reached zero.



Use of Estimates



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



Cash
and Cash Equivalents



The Partnership
considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents.
As of June 30, 2012 and March 31, 2012, the Partnership had no cash equivalents.



Reporting Comprehensive
Income



The Partnership
had no items of other comprehensive income for all periods presented.



Income Taxes



The Partnership
has elected to be treated as a pass-through entity for income tax purposes and, as such, is not subject to income taxes. Rather,
all items of taxable income, deductions and tax credits are passed through to and are reported by its owners on their respective
income tax returns. The Partnership’s federal tax status as a pass-through entity is based on its legal status as a partnership.
Accordingly, the Partnership is not required to take any tax positions in order to qualify as a pass-through entity. The Partnership
is required to file and does file tax returns with the Internal Revenue Service and other taxing authorities. Accordingly, these
financial statements do not reflect a provision for income taxes and the Partnership has no other tax positions which must be considered
for disclosure.



Net
Loss Per Partnership Unit



Net loss per Partnership
Unit includes no dilution and is computed by dividing loss allocated to Limited Partners by the weighted average number of Partnership
Units outstanding during the period. Calculation of diluted net loss per Partnership Unit is not required.



Revenue Recognition



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



F-10







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

(A California Limited Partnership)



NOTES TO CONDENSED FINANCIAL STATEMENTS -
CONTINUED



For the Quarterly Period Ended June 30, 2012

(Unaudited)



NOTE 2 - INVESTMENTS IN
LOCAL LIMITED PARTNERSHIPS



As of June 30, 2012 and March 31, 2012, the
Partnership owns Local Limited Partnership interests in 10 and 12 Local Limited Partnerships, respectively. All of these Local
Limited Partnership’s own one Housing Complex consisting of an aggregate of 407 and 463 apartment units as of June 30, 2012
and March 31, 2012, respectively. The respective Local General Partners of the Local Limited Partnerships manage the day to day
operations of the entities. Significant Local Limited Partnership business decisions require approval from the Partnership. The
Partnership, as a Limited Partner, is generally entitled to 99%, as specified in the Local Limited Partnership Agreements, of the
operating profits and losses, taxable income and losses, and Low Income Housing Tax Credits of the Local Limited Partnerships,
except for one of the investments in which it is entitled to 49.49% of such amount.



Selected financial
information for the three months ended June 30, 2012 and 2011 from the unaudited combined condensed financial statements of the
Local Limited Partnerships in which the Partnership has invested is as follows:



COMBINED CONDENSED STATEMENTS
OF OPERATIONS



|                                      |  | 2012 |         |   | 2011 |  
|------------------------------------- |  | ---- | ------- | - | ---- | -
|                                      |  |      |         |   |      |  
|Revenues                              |  | $    | 627,000 |   |      | $
|                                      |  |      |         |   |      |  
|Expenses:                             |  |      |         |   |      |  
|Interest expense                      |  |      | 104,000 |   |      |  
|Depreciation and amortization         |  |      | 138,000 |   |      |  
|Operating expenses                    |  |      | 395,000 |   |      |  
|Total expenses                        |  |      | 637,000 |   |      |  
|                                      |  |      |         |   |      |  
|Net loss                              |  | $    | (10,000 | ) |      | $
|Net loss allocable to the Partnership |  | $    | (19,000 | ) |      | $
|Net loss recorded by the Partnership  |  | $    | -       |   |      | $



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



Troubled
Housing Complexes



The
Partnership has a 99% limited partnership investment in Heritage Apartments, L.P. (“Heritage”). Heritage is a defendant
in several wrongful death lawsuits and related injury lawsuits. Heritage carries general liability and extended liability insurance.
Discovery for these lawsuits is ongoing, but the management of Heritage and Associates is unable to determine the outcome of these
lawsuits at this time or their impact, if any, on the Partnership’s financial statements. If for any reason Heritage is unsuccessful
in its defense and the insurer denies coverage or the insurance coverage proves to be inadequate, the Partnership may be required
to sell its investment or may otherwise lose its investment in Heritage, which was $0 as of all periods presented. Loss of the
Heritage investment could result in the recapture of tax credits and certain prior tax deductions. As of June 30, 2012, no losses
have been recognized and management does not expect losses to be incurred.



F-11







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

(A California Limited Partnership)



NOTES TO CONDENSED FINANCIAL STATEMENTS -
CONTINUED



For the Quarterly Period Ended June 30, 2012

(Unaudited)



NOTE 3 - RELATED PARTY TRANSACTIONS



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



| | (a) | An annual asset management fee equal to the greater amount of (i) $2,000 for each Housing complex,
or (ii) 0.275% of gross proceeds. In either case, the fee will be decreased or increased annually based on changes to the Consumer
Price Index. However, in no event will the maximum amount exceed 0.2% of the invested assets of the limited Partnerships, as defined.“Invested Assets” means the sum of the Partnership’s investment in Local Limited Partnership interests and the
Partnership’s allocable share of mortgage loans on and other debts related to the Housing Complexes owned by such Local Limited
Partnerships. Asset managementfees of $5,796 and $12,375 were incurred during the three months ended June 30, 2012 and
2011, respectively. The Partnership paid the General Partner and its affiliates $7,286 and $0 of those fees during the three months
ended June 30, 2012 and 2011, respectively.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | The Partnership reimburses the General Partner or its affiliates for operating
expenses incurred by the Partnership and paid for by the General Partner or its affiliates on behalf of the Partnership. Operating
expense reimbursements were $12,164, and $0 during the three months ended June 30, 2012 and 2011, respectively.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | 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. No such fees were incurred for all periods presented.



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



|                                                                                      |  | June 30, 2012 |         |  | March 31, 2012 |  
|------------------------------------------------------------------------------------- |  | ------------- | ------- |  | -------------- | -
|                                                                                      |  |               |         |  |                |  
|Expenses paid by the General Partner or an
    affiliate on behalf of the Partnership |  | $             | 31,377  |  |                | $
|Asset management fee payable                                                          |  |               | 549,569 |  |                |  
|                                                                                      |  |               |         |  |                |  
|Total                                                                                 |  | $             | 580,946 |  |                | $



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



F-12







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



Forward-Looking Statements



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



Risks
and uncertainties inherent in forward looking statements include, but are not limited to, the Partnership’s future cash flows
and ability to obtain sufficient financing, level of operating expenses, conditions in the Low Income Housing Tax Credit property
market and the economy in general, as well as legal proceedings. Historical results are not necessarily indicative of the operating
results for any future period.



Subsequent
written and oral forward looking statements attributable to the Partnership or persons acting on its behalf are expressly qualified
in their entirety by cautionary statements in this Form 10-Q and in other reports filed with the Securities and Exchange Commission.



The following
discussion and analysis compares the results of operations for the three months ended June 30, 2012 and 2011, and should be read
in conjunction with the condensed unaudited financial statements and accompanying notes included within this report.



Financial
Condition



The
Partnership’s assets at June 30, 2012 consisted of $131,000 in cash and $3,000 of due from affiliate. Liabilities at June
30, 2012 consisted of $581,000 in accrued fees and expenses due to the General Partner and affiliates .



Results
of Operations



Three
Months Ended June 30, 2012 Compared to Three Months Ended June 30, 2011.The Partnership’s net income for the three months
ended June 30, 2012 was $100,000, reflecting an increase of approximately $114,000 from the $(14,000) net loss experienced for
the three months ended June 30, 2011. The increase in net income was primarily due to the increase of $101,000 in gain on sale
of Local Limited Partnerships for the three months ended June 30, 2012. No Local Limited Partnerships were sold during the three
months ended June 30, 2011. The gain on sale of Local Limited Partnerships will vary from period to period depending on the values
and sales prices of the Housing Complexes that have been identified for disposition and the closing dates of such transactions.
There was also a $6,000 decrease in asset management fees for the three months ended June 30, 2012. The fees are calculated based
on the value of invested assets which decreased due to the sale of Local Limited Partnerships. Accounting and legal expenses decreased
by $4,000 for the three months ended June 30, 2012 compared to the three months ended June 30, 2011 due to the timing of the accounting
work performed. In addition, distribution income increased by $5,000 for the three months ended June 30, 2012. Local Limited Partnerships
pay distribution income to the Partnership when the Local Limited Partnerships’ cash flow will allow for the payment.



Liquidity
and Capital Resources



Three
Months Ended June 30, 2012 Compared to Three Months Ended June 30, 2011. The net increase in
cash during the three months ended June 30, 2012 was $120,000 compared to a $25,000 increase in cash for the three months ended
June 30, 2011. The change was due primarily to the fact that during the three months ended June 30, 2012, the Partnership received
$89,000 in dispositions proceeds compared to no such proceeds received during the three months ended June 30, 2011. Also,
the Partnership received $5,000 more of distribution income for the three months ended June 30,
2012 as discussed above.



During
the three months ended June 30, 2012, accrued payables, which consist primarily of related party asset management fees and advances
due to the General Partner, increased by $20,000. The General Partner does not anticipate that these accrued fees and advances
will be paid until such time as capital reserves are in excess of foreseeable working capital requirements of the Partnership.



3







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



The Partnership
expects its future cash flows, together with its net available assets as of June 30, 2012, to be insufficient to meet all currently
foreseeable future cash requirements. Associates has agreed to continue providing advances sufficient enough to fund the operations
and working capital requirements of the Partnership through August 31, 2013.



Recent
Accounting Changes



In June
2009, the Financial Accounting Standards Board (“FASB”) issued an amendment to the accounting and disclosure requirements
for the consolidation of variable interest entities (VIEs). The amended guidance modified the consolidation model to one based
on control and economics, and replaced quantitative primary beneficiary analysis with a qualitative analysis. The primary beneficiary
of a VIE will be the entity that has (1) the power to direct the activities of the VIE that most significantly impact the VIE’s
economic performance and (2) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE.
If multiple unrelated parties share such power, as defined, no party will be required to consolidate the VIE. Further, the amended
guidance requires continual reconsideration of the primary beneficiary of a VIE and adds an additional reconsideration event for
determination of whether an entity is a VIE. Additionally, the amendment requires enhanced and expanded disclosures around VIEs.
This amendment was effective for fiscal years beginning after November 15, 2009. The adoption of this guidance on April 1, 2011
did not have a material effect on the Partnership’s financial statements.



In May
2011, the FASB issued an update to existing guidance related to fair value measurements on how to measure fair value and what disclosures
to provide about fair value measurements. For fair value measurements categorized as level 3, a reporting entity should disclose
quantitative information of the unobservable inputs and assumptions, a description of the valuation processes and narrative description
of the sensitivity of the fair value to changes in unobservable inputs. This update is effective for interim and annual periods
beginning after December 15, 2011. The adoption of this update did not materially affect the Partnership’s condensed financial
statements.



Other
Matters



The
Partnership has a 99% limited partnership investment in Heritage Apartments, L.P. (“Heritage”). Heritage is a defendant
in several wrongful death lawsuits and related injury lawsuits. Heritage carries general liability and extended liability insurance.
Discovery for these lawsuits is ongoing, but the management of Heritage and Associates is unable to determine the outcome of these
lawsuits at this time or their impact, if any, on the Partnership’s financial statements. If for any reason Heritage is unsuccessful
in its defense and the insurer denies coverage or the insurance coverage proves to be inadequate, the Partnership may be required
to sell its investment or may otherwise lose its investment in Heritage, which was $0 as of all periods presented. Loss of the
Heritage investment could result in the recapture of tax credits and certain prior tax deductions. As of June 30, 2012, no losses
have been recognized and management does not expect losses to be incurred.



Item
3. Quantitative and Qualitative Disclosures About Market Risks



NOT
APPLICABLE



Item
4. Controls and Procedures



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



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



4







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



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



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



There
were no changes in the Partnership’s internal control over financial reporting that occurred during the quarter ended June
30, 2012 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over
financial reporting.



Part
II.	Other Information



Item
1.	Legal Proceedings



NONE



Item
1A. Risk Factors



No
material changes in risk factors as previously disclosed in the Partnership’s Form 10-K.



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



NONE



Item
3.	Defaults Upon Senior Securities



NONE



Item
4.	Mine Safety Disclosures



NOT
APPLICABLE



Item
5.	Other Information



NONE



Item
6. Exhibits



|31.1 |  | Certification of the Chief Executive Officer pursuant to Rule 13a-14 or 15d-14, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                                                       
|31.2 |  | Certification of the Chief Financial Officer pursuant to Rule 13a-14 or 15d-14, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)



|32.1 |  | Section 1350 Certification of the Chief Executive Officer. (filed herewith)                                                                                                                                                                                                                                                                                                                                                      
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|32.2 |  | Section 1350 Certification of the Chief Financial Officer. (filed herewith[RU1] )                                                                                                                                                                                                                                                                                                                                                
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|101  |  | Interactive data files
    pursuant to Rule 405 of Regulation S-T: (i) the Condensed Balance Sheets at June 30, 2012 and March 31, 2012, (ii) the
    Condensed Statements of Operations for the three-month periods ended June 30, 2012 and June 30, 2011, (iii) the Condensed
    Statements of Cash Flows for the three months ended June 30, 2012 and June 30, 2011 and (iv) the Notes to Condensed Financial
    Statements.
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |  | Exhibits 32.1, 32.2 and 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. Such exhibits shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or Securities Exchange Act of 1934.                                                                                               



6







SIGNATURE



Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.



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



By: WNC & ASSOCIATES, INC.		General Partner



|By:   | /s/ Wilfred N. Cooper, Jr.                                         | 
|----- | ------------------------------------------------------------------ | 
|      | Wilfred N. Cooper, Jr.                                             | 
|      | President and Chief Executive Officer of WNC & Associates, Inc.    | 
|      |                                                                    | 
|Date: | August 14, 2012                                                    | 
|      |                                                                    | 
|By:   | /s/ Melanie R. Wenk                                                | 
|      | Melanie R. Wenk                                                    | 
|      | Vice-President - Chief Financial Officer of WNC & Associates, Inc. | 
|      |                                                                    | 
|Date: | August 14, 2012                                                    | 



7