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 December 31, 2008

                                       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 ___No _X__

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:

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__

<PAGE>


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

                               INDEX TO FORM 10-Q

                For the Quarterly Period Ended December 31, 2008

PART I. FINANCIAL INFORMATION

         Item 1. Financial Statements

             Balance Sheets
               As of December 31, 2008 and March 31, 2008......................3

             Statements of Operations
               For the Three and Nine Months Ended December 31, 2008 and 2007..4

             Statement of Partners' Equity (Deficit)
               For the Nine Months Ended December 31, 2008.....................5

             Statements of Cash Flows
               For the Nine Months Ended December 31, 2008 and 2007............6

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

         Item 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations..........................16

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

         Item 4T. Controls and Procedures.....................................17

PART II. OTHER INFORMATION

         Item 1. Legal Proceedings............................................18

         Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.18

         Item 3.  Defaults Upon Senior Securities.............................18

         Item 4.  Submission of Matters to a Vote of Security Holders.........18

         Item 5.  Other Information...........................................18

         Item 6.  Exhibits....................................................18

         Signatures ..........................................................19

                                       2

<PAGE>


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

                                 BALANCE SHEETS
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                     December 31, 2008            March 31, 2008
                                                                  ------------------------      -------------------
                                                                  <S>                           <C>

ASSETS

Cash                                                               $                17,909       $           83,448
Investments in Local Limited Partnerships, net (Notes 2 and 3)                           -                1,120,103
                                                                  ------------------------      -------------------

      Total Assets                                                 $                17,909       $        1,203,551
                                                                  ========================      ===================

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
Accrued expenses                                                   $                 4,000      $             4,000
 Accrued fees and expenses due to
   General Partner and affiliates (Note 3)                                         508,173                1,781,320
                                                                  ------------------------      -------------------
       Total Liabilities                                                           512,173                1,785,320
                                                                  ------------------------      -------------------

Partners'
 Equity (Deficit):
 General Partner                                                                 2,420,872                  962,861
 Limited Partners (25,000 Partnership Units authorized;
  18,000 Partnership Units issued and outstanding)                             (2,915,136)              (1,544,630)
                                                                  ------------------------      -------------------

   Total Partner' Equity (Deficit)                                              (494,264)                (581,769)
                                                                  ------------------------      -------------------

            Total Liabilities and Partners' Equity
(Deficit)                                                          $                17,909       $        1,203,551
                                                                  ========================      ===================
</TABLE>


                 See accompanying notes to financial statements
                                        3

<PAGE>


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

                            STATEMENTS OF OPERATIONS

         For the Three and Nine Months Ended December 31, 2008 and 2007
                                   (unaudited)

<TABLE>
<CAPTION>

                                                               2008                                         2007
                                             -----------------------------------------   -------------------------------------------
                                                Three Months          Nine Months            Three Months            Nine Months
                                             -------------------   -------------------   ---------------------    ------------------
                                             <S>                   <C>                   <C>                      <C>

 Reporting fees                               $                -    $           53,215    $                  -     $          31,608
 Distribution income                                       1,432                20,461                       -                 1,153
 Miscellaneous income                                          -                     -                  11,814                11,814
                                             -------------------   -------------------   ---------------------    ------------------

Total operating income                                     1,432                73,676                  11,814                44,575
                                             -------------------   -------------------   ---------------------    ------------------

 Operating expenses:
  Amortization (Note 2)                                        -                 3,461                   3,358                10,195
  Asset management fees (Note 3)                          12,375                37,125                  12,375                37,125
  Legal and accounting fees                                3,577                56,658                       -                 6,867
  Impairment loss (Note 2)                                     -             1,115,739                   1,867               539,334
  Write off of advances to Local
      Limited  Partnerships                              133,212               229,484                       -                     -
   Appraisal expense                                       6,000                 6,000                       -                     -
  Other                                                    6,080                 8,677                   1,676                 3,631
                                             -------------------   -------------------   ---------------------    ------------------

    Total operating expenses                             161,244             1,457,144                  19,276               597,152
                                             -------------------   -------------------   ---------------------    ------------------

 Loss from operations                                  (159,812)           (1,383,468)                 (7,462)             (552,577)

 Equity in losses of Local
   Limited Partnership (Note 2)                                -                 (903)                (26,141)              (86,010)

 Interest income                                               2                    22                       3                    92

                                             -------------------   -------------------   ---------------------    ------------------


 Net loss                                     $        (159,810)    $      (1,384,349)    $           (33,600)     $       (638,495)
                                             ===================   ===================   =====================    ==================

 Net loss allocated to:
  General Partner                             $          (1,598)    $         (13,843)    $              (336)     $         (6,385)
                                             ===================   ===================   =====================    ==================

  Limited Partners                            $        (158,212)    $      (1,370,506)    $           (33,264)     $       (632,110)
                                             ===================   ===================   =====================    ==================

 Net loss per Partnership Unit                $              (9)    $             (76)    $                (2)     $            (35)
                                             ===================   ===================   =====================    ==================

 Outstanding weighted
  Partnership Units                                       18,000                18,000                  18,000                18,000
                                             ===================   ===================   =====================    ==================
</TABLE>

                 See accompanying notes to financial statements
                                        4

<PAGE>


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

                     STATEMENT OF PARTNERS' EQUITY (DEFICIT)

                   For the Nine Months Ended December 31, 2008
                                   (unaudited)

<TABLE>
<CAPTION>

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

Partners' equity (deficit) at March 31, 2008             $        962,861      $   (1,544,630)    $       (581,769)

Contributions (Note 5)                                          1,471,854                    -            1,471,854

Net loss                                                         (13,843)          (1,370,506)          (1,384,349)
                                                        -----------------     ----------------   ------------------

Partners' equity (deficit) at December 31, 2008          $      2,420,872      $   (2,915,136)    $       (494,264)
                                                        =================     ================   ==================
</TABLE>

                 See accompanying notes to financial statements
                                        5

<PAGE>


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

                            STATEMENTS OF CASH FLOWS

              For the Nine Months Ended December 31, 2008 and 2007
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                                 2008                   2007
                                                                         ---------------------     ----------------
                                                                         <S>                       <C>

Cash flows from operating activities:
  Net loss                                                                $        (1,384,349)      $     (638,495)
    Adjustments to reconcile net loss to net
       cash provided by (used in) operating activities:
        Amortization                                                                     3,461               10,195
        Impairment loss                                                              1,115,739              539,334
        Equity in losses of  Local Limited Partnerships                                    903               86,010
        Advances made to Local Limited Partnerships                                  (229,484)             (20,000)
     Write off of advances made to Local Limited
         Partnerships                                                                  229,484                    -
      Repayment of advances made to Local Limited
            Partnerships                                                                     -               20,000
        Change in accrued fees and expenses due to
            General Partner and affiliates                                             198,707               26,867
                                                                         ---------------------     ----------------

             Net cash provided by (used in) operating
activities                                                                            (65,539)               23,911
                                                                         ---------------------     ----------------

Cash flows from investing activities:
    Distributions received from Local Limited Partnerships                                   -               11,949
                                                                         ---------------------     ----------------

             Net cash provided by investing activities                                       -               11,949
                                                                         ---------------------     ----------------

Net increase (decrease) in cash                                                       (65,539)               35,860

Cash, beginning of period                                                               83,448               46,994
                                                                         ---------------------     ----------------

Cash, end of period                                                       $             17,909      $        82,854
                                                                         =====================     ================

SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION

  Taxes paid                                                              $                  -      $             -
                                                                         =====================     ================
NON-CASH INVESTING & FINANCING ACTIVITIES
General Partner equity balance was increased and
       accrued fees and expenses due to the General Partner
was
       decreased as a result of forgiveness of debt by the
       General Partner.                                                   $          1,471,854      $             -
                                                                         =====================     ================
</TABLE>


                 See accompanying notes to financial statements
                                        6

<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                For the Quarterly Period Ended December 31, 2008
                                   (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 nine months
ended December 31, 2008 are not  necessarily  indicative of the results that may
be expected for the fiscal year ending March 31, 2009. 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,
2008.

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.  The  Partnership  was formed to invest  primarily  in other
limited  partnerships  ("Local  Limited  Partnerships")  which own  multi-family
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 owns 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  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.

Sempra Energy Financial, a California corporation,  which is not an affiliate of
the Partnership or General Partner,  had purchased 4,560 Units, which represents
25.3% of the Partnership  Units  outstanding for the Partnership.  Sempra Energy
Financial  invested  $4,282,600.  A discount  of  $277,400  was allowed due to a
volume discount. On July 1, 2006 Sempra Energy Financial transferred their 4,560
Partnership  Units to Sempra  Section 42, LLC.  See Item 12(b) in the year ended
March 31, 2008 10-K.  Western  Financial Savings Bank, which is not an affiliate
of the Partnership or General Partner,  has purchased 1,068  Partnership  Units,
which  represent  5.9% of the Units  outstanding  for the  Partnership.  Western
Financial  Savings Bank invested  $1,000,000.  A discount of $68,000 was allowed
due to a volume discount. See Item 12(b) in the year ended March 31, 2008 10-K.

                                       7

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Quarterly Period Ended December 31, 2008
                                   (unaudited)

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

The  proceeds  from the  disposition  of any of the Local  Limited  Partnerships
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  Partners  would then be  entitled  to
receive proceeds equal to their capital  contributions  from the remainder.  Any
additional  sale or refinancing  proceeds will be distributed 90% to the Limited
Partners (in proportion to their respective  investments) and 10% to the General
Partner.

Risks and Uncertainties
-----------------------

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

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

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

                                       8

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Quarterly Period Ended December 31, 2008
                                   (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 15 year Low Income  Housing Tax Credit  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 November 30, 2010.

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

Exit Strategy
-------------

The  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 are completing their Compliance Periods.

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

Upon  identifying  those  Housing  Complexes  with the highest  potential  for a
successful sale, refinancing or syndication,  the Partnership expects to proceed
with  efforts to  liquidate  them.  The  objective  is to  maximize  the Limited
Partners'  return  wherever   possible  and,   ultimately,   to  wind  down  the
Partnership.  Local Limited Partnership interests may be disposed of any time by
the  General  Partner  in its  discretion.  While  liquidation  of  the  Housing
Complexes continues to be evaluated,  the dissolution of the Partnership was not
imminent as of December 31, 2008. One Local Limited Partnership,  Patten Towers,
II L.P. has been selected for disposition.

                                       9

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Quarterly Period Ended December 31, 2008
                                   (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 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 are being  amortized over 30
years (see Note 2).

"Equity in losses of Local Limited  Partnerships" for the periods ended December
31, 2008 and 2007 have been recorded by the Partnership.  Management's  estimate
for the nine-month  period is based on either actual unaudited  results reported
by the Local Limited  Partnerships or historical trends in the operations of the
Local Limited  Partnerships.  In subsequent  annual financial  statements,  upon
receiving the actual annual results reported by the Local Limited  Partnerships,
management  reverses its prior estimate and records the actual results  reported
by  the  Local  Limited   Partnerships.   Equity  in  losses  of  Local  Limited
Partnerships  allocated to the Partnership are not recognized to the extent that
the  investment  balance  would be  adjusted  below zero.  If the Local  Limited
Partnerships  reported net income in future years,  the Partnership  will resume
applying  the equity  method only after its share of such net income  equals the
share of net losses not  recognized  during the  period(s) the equity method was
suspended (see Note 2).

The  Partnership  does not  consolidate the accounts and activities of the Local
Limited  Partnerships,  which are considered  Variable  Interest  Entities under
Financial  Accounting  Standards Board ("FASB")  Interpretation  No. 46-Revised,
"Consolidation  of Variable Interest  Entities",  because the Partnership is not
considered the primary beneficiary.  The Partnership's balance in investments in
Local Limited Partnerships, plus the risk of recapture of Low Income Housing Tax
Credits  previously  recognized  on such  investments,  represents  the  maximum
exposure to loss in connection with such investments. The Partnership's exposure
to loss on the Local  Limited  Partnerships  is mitigated by the  condition  and
financial  performance  of the  underlying  Housing  Complexes  as  well  as the
strength of the Local General Partners and their  guarantees  against Low Income
Housing Tax Credits recapture.

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 December 31, 2008,  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.

                                       10

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Quarterly Period Ended December 31, 2008
                                   (unaudited)

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

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

The Partnership considers all highly liquid investments with original maturities
of three months or less when  purchased to be cash  equivalents.  As of December
31, 2008 and March 31, 2008, the Partnership had no cash equivalents.

Reporting Comprehensive Income

The  Statement of Financial  Accounting  Standards  ("SFAS") No. 130,  Reporting
Comprehensive  Income  established  standards  for the  reporting and display of
comprehensive  income (loss) and its components in a full set of general-purpose
financial statements. The Partnership had no items of other comprehensive income
for all periods presented, as defined by SFAS No. 130.

Income Taxes
------------

No provision  for income taxes has been recorded in the  accompanying  financial
statements  as any  liabilities  and/or  benefits  for income  taxes flow to the
partners of the  Partnership  and are their  obligations  and/or  benefits.  For
income tax purposes, the Partnership reports on a calendar year basis.

In June 2006, FASB issued  Interpretation  No. 48 "Accounting for Uncertainty in
Income  Taxes" (FIN 48), an  interpretation  of FASB  Statement  No. 109. FIN 48
provides  guidance  for  how  uncertain  tax  positions  should  be  recognized,
measured,  presented and disclosed in the financial statements.  FIN 48 requires
the  evaluation of tax positions  taken or expected to be taken in the course of
preparing the  Partnership's  tax returns to determine whether the tax positions
are  more-likely-than-not  of being sustained upon examination by the applicable
tax  authority,  based on the  technical  merits of the tax  position,  and then
recognizing  the tax benefit that is  more-likely-than-not  to be realized.  Tax
positions  not  deemed  to meet  the  more-likely-than-not  threshold  would  be
recorded as a tax expense in the current  reporting  period.  As  required,  the
Partnership adopted FIN 48 effective April 1, 2007 and concluded that the effect
is not material to its financial statements.  Accordingly,  no cumulative effect
adjustment related to the adoption of FIN 48 was recorded.

Net Loss Per Partnership Unit
-----------------------------

Net loss per Partnership  Unit is calculated  pursuant to Statement of Financial
Accounting  Standards No. 128, Earnings per Share. Net loss per Partnership Unit
includes no dilution  and is computed  by  dividing  loss  allocated  to Limited
Partners by the weighted average number of Partnership Units outstanding  during
the  period.  Calculation  of  diluted  net  loss  per  Partnership  Unit is not
required.

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.

Impairment
----------

A loss in value from a Local Limited  Partnership other than a temporary decline
is recorded as an  impairment  loss. Impairment  is measured by comparing  the
investment  carrying  amount to the sum of the total of the remaining Low Income
Housing Tax Credits  allocated to the  Partnership  and the  estimated  residual
value to the Partnership.  For the nine months ended December 31, 2008 and 2007,
impairment loss related to investment in Local Limited Partnerships was

                                       11

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Quarterly Period Ended December 31, 2008
                                   (unaudited)

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

$945,801  and  $539,334,   respectively.  The  Partnership  also  evaluates  its
intangibles  for impairment in connection  with its investments in Local Limited
Partnerships.  Impairment  on the  intangibles  is  measured  by  comparing  the
investment's  carrying amount after impairment and the related intangible assets
to the  sum of the  total  of the  remaining  Low  Income  Housing  Tax  Credits
allocated to the Partnership and the estimated residual value of the investment.
During the nine months ended  December 31, 2008 and 2007, an impairment  loss of
$169,938 and $0, respectively, was recorded on the related intangibles.

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

Acquisition  fees  and  costs  were  being  amortized  over 30 years  using  the
straight-line  method.  Amortization  expense for the nine months ended December
31, 2008 and 2007 was $3,461 and $10,195,  respectively.  During the nine months
ended  December  31,  2008 and 2007,  an  impairment  loss of  $169,938  and $0,
respectively, was recorded against these fees and costs.

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

As of the periods  presented,  the  Partnership  owns Local Limited  Partnership
interests in 16 Local  Limited  Partnerships  consisting  of an aggregate of 744
apartment  units.  The  respective  Local General  Partners of the Local Limited
Partnerships manage the day to day operations of the entities. Significant Local
Limited  Partnership  business  decisions require approval from the Partnership.
The  Partnership,  as a  Limited  Partner,  is  generally  entitled  to 99%,  as
specified in the Local Limited Partnership agreements,  of the operating profits
and losses, taxable income and losses, and Low Income Housing Tax Credits of the
Local  Limited  Partnerships,  except for one of the  investments  for which the
Partnership is entitled to 49.49% of such amount.

A loss in value from a Local Limited  Partnership other than a temporary decline
would be recorded as an impairment loss. Impairment is measured by comparing the
investment  carrying  amount to the sum of the total amount of the remaining Low
Income  Housing Tax  Credits  allocated  to the  Partnership  and the  estimated
residual  value to the  Partnership.  As of December 31, 2008, all Local Limited
Partnerships  were not considered to have any residual value in consideration of
the current economic  circumstances.  Accordingly,  the Partnership  recorded an
impairment  loss of $945,801 and $539,334  during the nine months ended December
31, 2008 and 2007  respectively.  Beginning in the quarter  ended June 30, 2008,
the Partnership  started evaluating its intangibles for impairment in connection
with its investment in Local Limited Partnerships.  During the nine months ended
December 31, 2008 and 2007, an impairment loss of $169,938 and $0, respectively,
was recorded on the related intangibles.

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

                                                                 For the Nine Months           For the Year Ended
                                                                        Ended
                                                                  December 31, 2008              March 31, 2008
                                                                -----------------------      -----------------------
                                                                <S>                          <C>

  Investments per balance sheet, beginning of period             $            1,120,103       $            1,912,366
  Equity in losses of Local Limited Partnerships                                  (903)                    (208,618)
  Impairment loss                                                           (1,115,739)                    (559,408)
  Distributions received from Local Limited Partnerships                              -                     (11,950)
  Amortization of capitalized acquisition fees and costs                        (3,461)                     (12,287)
                                                                -----------------------      -----------------------

  Investments per balance sheet, end of period                   $                    -     $              1,120,103
                                                                =======================      =======================
</TABLE>

                                       12

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Quarterly Period Ended December 31, 2008
                                   (unaudited)

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

                                                                  For the Nine Months          For the Year Ended
                                                                         Ended
                                                                   December 31, 2008             March 31, 2008
                                                                 ----------------------       ----------------------
                                                                 <S>                          <C>

Investments in Local Limited Partnerships, net                    $                  -         $             946,703
Acquisition fees and costs, net of accumulated
amortization of $0 and $1,147,895                                                    -                       173,400
                                                                 ----------------------       ----------------------
Investments per balance sheet, end of period                      $                  -         $           1,120,103
                                                                 ======================       ======================
</TABLE>


Selected  financial  information for the nine months ended December 31, 2008 and
2007 from the unaudited  combined  condensed  financial  statements of the Local
Limited Partnerships in which the Partnership has invested is as follows:

                                  COMBINED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                        2008                       2007
                                                                ---------------------       --------------------
                                                                <S>                         <C>

               Revenues                                          $          3,373,000        $         4,063,000
                                                                ---------------------       --------------------

               Expenses
                 Interest expense                                             587,000                    598,000
                 Depreciation and amortization                                979,000                    947,000
                 Operating expenses                                         3,018,000                  2,869,000
                                                                ---------------------       --------------------
                     Total expenses                                         4,584,000                  4,414,000
                                                                ---------------------       --------------------

               Net loss                                          $        (1,211,000)        $         (351,000)
                                                                =====================       ====================
               Net loss allocable to the Partnership             $        (1,189,000)        $         (361,000)
                                                                =====================       ====================
               Net loss recorded by the Partnership              $            (1,000)        $          (86,000)
                                                                =====================       ====================
</TABLE>


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
--------------------------

One Local Limited  Partnership,  Patten Towers L.P. II ("Patten Towers"),  had a
less-than-satisfactory  score from HUD on the 2006 and 2007 property inspection.
HUD  currently  has the  authority to revoke their  housing  assistance  program
("HAP") with Patten  Towers and thereby  suspend all rental  assistance  for the
tenants of Patten Towers. If

                                       13

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Quarterly Period Ended December 31, 2008
                                   (unaudited)

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

HUD were to revoke the HAP contract  then most of the current  tenants  would be
unable to make their rental  payments  thereby  denying  Patten  Towers with the
necessary monthly revenue it needs to pay all costs and expenses.  Patten Towers
requested  and  received  approval  from  HUD  to  participate  in  a  follow-up
inspection.  As of January 2009, HUD re-inspected the property and Patten Towers
received an acceptable  score from HUD thereby allowing the property to continue
to participate in the housing  assistance  program.  Patten Towers is listed for
sale  as of  December  31,  2008  with  a  national  brokerage  firm.  Any  sale
transaction contemplated will require that the property maintain compliance with
the  Section  42  tax  credit  provisions,  thereby  avoiding  recapture  of any
previously claimed tax credits.

The Partnership has a 99% limited partnership investment in Heritage Apartments,
L.P.  ("Heritage").  Heritage is a defendant in several  wrongful death lawsuits
and related injury  lawsuits.  Heritage  carries general  liability and extended
liability insurance. Discovery for these lawsuits is ongoing, but the management
of Heritage  and WNC are unable to  determine  the outcome of these  lawsuits at
this time or their impact,  if any, on the Partnership's  financial  statements.
Should  Heritage be  unsuccessful in its defense and the insurer denies coverage
or the  insurance  coverage  proves to be  inadequate,  the  Partnership  may be
required  to sell  its  investment  or may  otherwise  lose  its  investment  in
Heritage,  which was $0 at December  31, 2008.  Loss of the Heritage  investment
could result in the cessation and recapture of tax credits and certain prior tax
deductions.  As of the date of this  report no losses have been  recognized  and
management does not expect losses to occur.

NOTE 3 - RELATED PARTY TRANSACTIONS
-----------------------------------

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

     (a)  Acquisition  fees of up to 7.5% of the gross proceeds from the sale of
          Partnership  Units as compensation for services rendered in connection
          with the acquisition of Local Limited Partnerships.  At the end of all
          periods  presented,  the  Partnership  incurred  acquisition  fees  of
          $1,200,785. Accumulated amortization of these capitalized costs was $0
          and   $1,027,384   as  of  December  31,  2008  and  March  31,  2008,
          respectively.  During the nine months  ended  December  31,  2008,  an
          impairment   loss  was  recorded   against   these  fees.  No  further
          amortization expense will be recorded in future periods.

     (b)  Reimbursement of costs incurred by the General Partner or an affiliate
          in connection  with the  acquisition  of Local  Limited  Partnerships.
          These reimbursements have not exceeded 1% of the gross proceeds. As of
          the end of all periods presented, the Partnership incurred acquisition
          costs of $120,510,  which have been included in  investments  in Local
          Limited  Partnerships.  The acquisition costs were fully amortized for
          all periods presented.

     (c)  An annual  asset  management  fee equal to the  greater  amount of (i)
          $2,000 for each Housing complex, or (ii) 0.275% of gross proceeds.  In
          either case, the fee will be decreased or increased  annually based on
          changes to the  Consumer  Price Index.  However,  in no event will the
          maximum amount exceed 0.2% of the invested assets of the Local 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  management  fees of $37,125 were incurred during
          each of the  nine  months  ended  December  31,  2008  and  2007.  The
          Partnership  paid the General  Partners and or their  affiliates $0 of
          those fees during each of the nine months ended  December 31, 2008 and
          2007.

     (d)  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 $35,250 and $0 during the nine
          months ended December 31, 2008 and 2007, respectively.

                                       14

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Quarterly Period Ended December 31, 2008
                                   (unaudited)

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

     (e)  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/or its affiliates
consist of the following at:
<TABLE>
<CAPTION>

                                                                     December 31, 2008           March 31, 2008
                                                                   ----------------------       -----------------
                                                                   <S>                          <C>

       Expenses paid by the General Partner or affiliates
          on behalf of the Partnership                              $              97,423        $        176,045
       Advances made to the Partnership from the General
         Partner or affiliates                                                          -               1,231,650
       Asset management fee payable                                               410,750                 373,625
                                                                   ----------------------       -----------------

       Total                                                        $             508,173        $      1,781,320
                                                                   ======================       =================
</TABLE>


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

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

During the nine  months  ended  December  31,  2008,  the  Partnership  advanced
$229,484 to two Local Limited Partnerships in which the Partnership is a Limited
Partner.  In the past, Local Limited  Partnerships have experienced  operational
issues.   As  of  December  31,  2008  total  advances  made  to  Local  Limited
Partnerships were $1,678,902, of which $1,678,902 was reserved. The Partnership
determined  the   recoverability   of  these  advances  to  be  improbable  and,
accordingly, a reserve had been recorded.

NOTE 5 - CAPITAL CONTRIBUTION BY GENERAL PARTNER
------------------------------------------------

During the nine months ended December 31, 2008, the  Partnership  had $39,030 in
expenses paid by the General  Partner or  affiliates on its behalf.  The General
Partner  forgave the debt as it was deemed  uncollectible.  The  cancellation of
that debt is  considered a capital  contribution  by the General  Partner to the
Partnership  and as such it is  reflected in the  statement of partners'  equity
(deficit)  in  the  Partnership's   financial  statements.   Additionally,   the
Partnership  was  relieved  of  debt  owed  to  the  General  Partner   totaling
$1,432,824.  In previous years the  Partnership  had received cash advances from
the General  Partner,  which were in turn advanced by the Partnership to certain
Local Limited Partnerships to help aid the Local Limited Partnerships with their
operational  issues. The advances were deemed to be uncollectible by the General
Partner,  and as such,  the  debt was  forgiven.  The  cancellation  of debt was
recorded by the Partnership as a capital contribution from the General Partner.

                                       15

<PAGE>

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

Forward-Looking Statements

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

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

Subsequent  written and oral  forward  looking  statements  attributable  to the
Partnership  or persons  acting on its behalf are  expressly  qualified in their
entirety by  cautionary  statements in this Form 10-Q and in other reports filed
with the Securities and Exchange Commission.  The following discussion should be
read in conjunction with the condensed  unaudited  financial  statements and the
notes thereto included elsewhere in this filing.

The following discussion and analysis compares the results of operations for the
three and nine months ended  December  31, 2008 and 2007,  and should be read in
conjunction  with the combined  condensed  unaudited  financial  statements  and
accompanying notes included within this report.

Financial Condition

The  Partnership's  assets at December  31, 2008  consisted  of $18,000 in cash.
Liabilities at December 31, 2008 consisted of $508,000  accrued asset management
fees  and  payables  due  to the  General  Partner  and/or  its  affiliates  for
reimbursement of expenses paid and $4,000 in accrued expenses.

Results of Operations

Three Months Ended December 31, 2008 Compared to the Three Months Ended December
31, 2007.  The  Partnership's  net loss for the three months ended  December 31,
2008 was $(160,000)  reflecting a change of  approximately  $(126,000)  from the
$(34,000)  net loss for the three  months ended  December 31, 2007.  There was a
$(133,000)  increase  in write off of advances  to Local  Limited  Partnerships.
During the three  months  ended  December  31,  2008 there  were  $(133,000)  of
advances made to two Local Limited Partnerships,  which was reserved for in full
as of December  31, 2008  compared to no advances  made during the three  months
ended  December  31,  2007.  The advances  made to the  troubled  Local  Limited
Partnerships  can vary each year  depending on the  operations of the individual
Local Limited Partnerships.  There was a $(6,000) increase in appraisal expenses
for the three months ended December 31, 2008 due to the fact that properties are
being looked at for potential disposition.  The amortization decreased by $3,000
and the equity in losses of Local Limited Partnerships  decreased by $26,000 for
the three months ended  December 31, 2008.  Both of these  decreases were due to
the fact that all net investments in the Local Limited Partnerships reached zero
and therefore  there were no  acquisition  costs and fees to be amortized and no
equity  in  losses  to be  recognized.  There  was  also a  $1,000  increase  in
distribution  income due to the ability of when Local Limited  Partnerships  are
able to pay and a $(12,000)  decrease  in  miscellaneous  income.  The legal and
accounting  expenses increased by $(2,000) due to the timing of certain services
being provided to the Partnership.

Nine Months Ended  December 31, 2008 Compared to the Nine Months Ended  December
31, 2007. The Partnership's net loss for the nine months ended December 31, 2008
was  $(1,384,000),  reflecting  a change of  approximately  $(746,000)  from the
$(638,000) net loss experienced for the nine months ended December 31, 2007. The
increase was primarily due to an increase of $(576,000) in impairment  loss. For
the nine months  ended  December  31, 2007 the  impairment  analysis  calculated
residual value to the Partnership in addition to the remaining

                                       16

<PAGE>

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

Low Income Housing Tax Credits  available to the  Partnership,  and compared the
total amount to the current carrying value of each investment in the Partnership
resulting in an impairment of $536,000.  For the nine months ended  December 31,
2008 all Local  Limited  Partnerships  were not  considered to have any material
residual value in consideration of the current economic circumstances  resulting
in an impairment of  $1,116,000.  There was also a $(229,000)  increase in write
off of  advances to Local  Limited  Partnerships.  During the nine months  ended
December 31, 2008 there were  advances of  $(229,000)  made to two Local Limited
Partnerships which were reserved for in full as of December 31, 2008 compared to
no advances  made and  reserved  for during the nine months  ended  December 31,
2007. The advances made to the troubled Local Limited Partnerships can vary each
year depending on the operations of the individual  Local Limited  Partnerships.
The  amortization  decreased by $7,000 and the equity in losses of Local Limited
Partnerships  decreased by $85,000. Both of these decreases were due to the fact
that all net  investments  in the Local  Limited  Partnerships  reached zero and
therefore there were no acquisition costs and fees to be amortized and no equity
in losses to be recognized. The distribution income and reporting fees increased
by  approximately  $19,000 and $22,000,  respectively  for the nine months ended
December 31, 2008.  Distribution  income and reporting  fees can fluctuate  from
year to year due to the fact that Local Limited  Partnerships  pay those fees to
the Partnership  when the Local Limited  Partnership's  cash flow will allow for
the payment.  Miscellaneous income decreased by $(12,000). There was an increase
of $(50,000) in legal and  accounting  fees due to the timing of the  accounting
work being performed.  Also, the appraisal expenses increased by $(6,000) due to
the fact that properties are being looked at for potential disposition.

Liquidity and Capital Resources

Nine Months Ended  December 31, 2008 Compared to Nine Months Ended  December 31,
2007.  The net decrease in cash during the nine months  ended  December 31, 2008
was  $(66,000)  compared to a net  increase  in cash for the nine  months  ended
December 31, 2007 of $36,000.  The change of $(102,000) was due in large part to
the  fact  that  the  Partnership  advanced  $(229,000)  to  two  Local  Limited
Partnerships that were experiencing operational issues. None of the $229,000 was
offset by money received from  Associates for the nine months ended December 31,
2008.  During the nine months ended December 31, 2008 the  Partnership  paid the
General  Partner or an affiliate  $(35,000) for a  combination  of accrued asset
management  fees  and   reimbursements   for  operating  expenses  paid  on  the
Partnership's  behalf  compared to $0 paid during the nine months ended December
31, 2007. There was also a $41,000  increase in cash received from  distribution
income and reporting fees.

During the nine months ended December 31, 2008, accrued payables,  which consist
primarily  of related  party  management  fees and  advances  due to the General
Partner,  decreased by $1,273,000.  The General Partner does not anticipate that
the balance of accrued fees and advances will be paid until such time as capital
reserves  are in excess  of  foreseeable  working  capital  requirements  of the
Partnership.

The Partnership  expects its future cash flows,  together with its net available
assets  as of  December  31,  2008,  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 November 30, 2010.

Item 3. Quantitative and Qualitative Disclosures About Market Risks

         NOT APPLICABLE

Item 4T. 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

                                       17

<PAGE>

          Partnership's disclosure controls and procedures were not effective to
          ensure  that  material  information  required to be  disclosed  in the
          Partnership's periodic report filings with SEC is recorded, processed,
          summarized and reported within the time period  specified by the SEC's
          rules  and  forms,  consistent  with  the  definition  of  "disclosure
          controls and procedures" under the Securities Exchange Act of 1934.

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

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

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

          There were no  changes  in the  Partnership's  internal  control  over
          financial  reporting  that occurred  during the quarter ended December
          31,  2008  that  materially  affected,  or are  reasonably  likely  to
          materially affect,  the Partnership's  internal control over financial
          reporting.

Part II. Other Information

Item 1.  Legal Proceedings

         NONE

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

         NONE

Item 3.  Defaults Upon Senior Securities

         NONE

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

         NONE

Item 5.  Other Information

         NONE

Item 6.  Exhibits

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

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

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

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

                                       18

<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 Tax Credit Partners, L.P.  General Partner


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: November 24, 2009




By:  /s/ Melanie R. Wenk
     -------------------
Melanie R. Wenk
Vice-President - Chief Financial Officer of WNC & Associates, Inc.

Date: November 24, 2009

                                       19