FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)

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

For the quarterly period ended September 30, 1997

                                       OR

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

For the transition period from ________ to ___________

Commission file number: 0-21895


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

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

California                                                   33-6163848

WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3
3158 Redhill Avenue, Suite 120, Costa Mesa, CA  92626
(714) 622-5565


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



<PAGE>



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

                               INDEX TO FORM 10-Q

                    FOR THE QUARTER ENDED SEPTEMBER 30, 1997




PART I. FINANCIAL INFORMATION

  Item 1. Financial Statements

     Balance Sheets, September 30, 1997 and December 31, 1996................3

     Statement of Operations
         For the nine and three months ended September 30, 1997 and 1996.....4

     Statement of Partners' Equity
         For the nine months ended September 30, 1997 and 1996...............5

     Statement of Cash Flows
         For the nine months ended September 30, 1997 and 1996...............6

     Notes to Financial Statements...........................................8

  Item 2. Management's Discussion and Analysis of
          Financial  Condition and Results of Operations....................13


PART II. OTHER INFORMATION

   Item 6. Exhibits and Reports on Form 8-K.................................16

   Signatures...............................................................17



<PAGE>

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

                               BALANCE SHEETS
                    September 30, 1997 and December 31, 1996

                                              1997                     1996
                                              ----                     ----

                                          ASSETS

Cash and cash equivalents             $    2,293,311           $     2,567,217
Subscriptions receivable 
(Note 7)                                           -                 2,195,000
                                                   -                   522,190
Loans Receivable (Note 2)                                           
                                                
Investment in limited
 partnerships (Note 3)                    14,407,820                12,782,751
Other assets                                  14,188                   105,998
                                          ----------                ----------
                                     $    16,715,319           $    18,173,156
                                          ==========                ==========


                        LIABILITIES AND PARTNERS' EQUITY

Liabilities:
Payable to limited partnerships 
(Note 5)                             $     1,569,878           $     2,822,885
Accrued fees and expenses due to
 general partner and affiliates 
(Note 4)                                      29,803                    43,807
                                           ---------                 ---------
                                           1,599,681                 2,866,692
                                           ---------                 ---------
Commitments and contingencies (Note 8)
Partners' equity (deficit):
 General partner                             (24,334)                  (21,876)
 Limited partners (25,000 units
  authorized, 18,000 units issued
  and outstanding)                        15,139,972                15,328,340
                                          ----------                ----------

Total partners' equity                    15,115,638                15,306,464
                                          ----------                ----------
                                     $    16,715,319           $    18,173,156
                                          ==========                ==========

                                    UNAUDITED
                 See Accompanying Notes to Financial Statements

                                        3


<PAGE>

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

                            STATEMENT  OF  OPERATIONS   
          For  the Three and Nine Months Ended September 30, 1997 and 1996

                                      1997                       1996
                                      ----                       ----
                               Three        Nine         Three          Nine
                               Months       Months       Months         Months

Interest income          $     30,923  $   101,634  $   103,100  $     139,604
                             --------     --------     --------       --------

Operating expenses:
Amortization                    9,008       26,986        6,701         14,856
Asset management
  fees (Note 3)                12,374       37,125       12,375         37,125
Legal and accounting            1,251        3,751        3,492          5,356
Other                           2,285       11,069            -          3,247
                             --------     --------     --------       --------
                                                                              

Total operating expenses       24,918       78,931       22,568         60,584
                             --------     --------     --------       --------

Income from operations          6,005       22,703       80,532         79,020
                                                                              

Equity in loss from
 limited partnerships         (43,600)    (267,000)     (62,300)      (107,500)
                             --------     --------     --------       --------

Net income (loss)      $      (37,595) $  (244,297) $    18,232  $     (28,480)
                             ========     ========       ========      ========

Net income (loss) allocated to:
  General partner      $         (376) $    (2,443)  $      182   $       (285)
                             ========     ========     ========       ========


  Limited partners     $      (37,219) $  (241,854)  $   18,050   $    (28,195)
                             ========     ========     ========       ========
                                                                               

Net income (loss) per weighted 
 limited partner unit (18,000 and 
 17,998 units issued and 
 outstanding)          $        (2.07) $    (13.44)  $     1.00   $      (2.35)
                             ========     ========     ========       ========
                                                                              
                                                                              


                                     UNAUDITED
                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

             For the Nine Months Ended September 30, 1997 and 1996

For the Nine Months Ended September 30, 1997
--------------------------------------------

                                       General        Limited
                                       Partner        Partner           Total

Equity (deficit), December 31, 1996  $  (21,876) $  15,328,340  $   15,306,464
Offering expenses                           (15)        (1,514)         (1,529)
Collection of investor notes receivable                 55,000          55,000
Net loss for the nine months ended
  September 30, 1997                     (2,443)      (241,854)       (244,297)
                                       --------     ----------      -----------
Equity (deficit), September 30, 1997 $  (24,334) $  15,139,972  $   15,115,638
                                       ========     ==========      ==========


For the Nine Months Ended September 30, 1996
--------------------------------------------

Equity (deficit), December 31, 1995  $   (6,029) $   3,852,212  $    3,846,183
Capital contributions                               13,064,985      13,064,985
Offering expenses                       (15,161)    (1,500,957)     (1,516,118)
Capital issued for notes receivable                 (2,220,000)     (2,220,000)
Net loss for the nine months ended
  September 30, 1996                       (285)       (28,195)        (28,480)
                                       --------     ----------      ----------
Equity (deficit), September 30, 1996  $ (21,475) $  13,168,045  $   13,146,570
                                       ========     ==========      ==========


                                       UNAUDITED
                      See Accompanying Notes to Financial Statements

                                            5


<PAGE>

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

                                 STATEMENT  OF CASH  FLOWS 
                For the Nine Months Ended September 30, 1997 and 1996

                                                   1997                  1996
                                                   ----                  ----
Cash flows used by operating activities:
  Net loss                                $       (244,297)   $        (28,480)
    Adjustments to reconcile net loss to
    net cash used in operating activities:
     Equity in loss of limited partnerships        267,000             107,500
     Amortization                                   26,986              14,856
     Increase (decrease) in 
       asset management fee payable                (72,875)             37,125
     Change in other assets                         91,810             (76,852)
     Accrued fees and expense due
       to general partner and affiliates             3,386             (11,364)
                                                  --------            --------
      Net cash provided by operating activities     72,010              42,785
                                                  --------            --------

Cash flows used by investing activities:
  Investment in limited partnerships            (2,653,888)         (5,797,296)
  Distribution from local limited partnerships       8,340
  Acquisition fees                                  (4,324)         (1,017,913)
                                                ----------         -----------
      Net cash used by investing activities     (2,649,872)         (6,815,209)
                                                ----------         -----------

Cash flows provide by financing activities:
  Capital contributions from partners            2,250,000          11,328,985
  Offering costs and sales commissions             (14,554)         (1,725,136)
  Receipts/(payment) of advances from affiliates    68,510                   -
                                                 ---------          ----------
                                                                              
     Net cash provided by financing activities   2,303,956           9,603,849
                                                 ---------           ---------

Net increase (decrease) in cash and
  cash equivalents                                (273,906)           2,831,425
Cash and cash equivalents, beginning of period   2,567,217              660,999
                                                 ---------           ----------

Cash and cash equivalent, end of period   $      2,293,311    $      3,492,424
                                                 =========           =========



                                UNAUDITED
                See Accompanying Notes to Financial Statements

                                   6


<PAGE>


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

                       STATEMENT OF CASH FLOWS(CONTINUED)

              For the Nine months Ended September 30, 1997 and 1996


SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES:

During the nine months ended September  30,1997,  the Partnership's  payables to
limited   partnerships;   (in  connection   with  its   investments  in  limited
partnerships) (see Note 3) had non-cash transactions as follows:

  Increases due to acquisition of limited partnership interests     $2,272,426
  Application of loans receivable to acquisitions                     (522,190)
  Decreases due to various price adjuster provisions in the
   respective limited partnership agreements                          (349,355)
  Net non-cash adjustments to the Partnership's                      ---------
   payable to limited partnerships                                  $1,400,881
                                                                     =========


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

During the nine months ended September  30,1996,  the Partnership's  payables to
limited   partnerships;   (in  connection   with  its   investments  in  limited
partnerships) (see Note 3) had non-cash transactions as follows:

  Increases due to acquisition of limited partnership interests    $11,292,434
  Application of loans receivable to acquisitions                     (661,306)
  Decreases due to various price adjuster provisions in the
  respective limited partnership agreements                            (36,551)
  Application of cash in escrow                                     (1,873,262)
  Application of advance from affiliate                                (60,456)
  Net non-cash adjustments to the Partnership's                      ---------
   payable to limited partnerships                                  $8,660,858
                                                                     =========

During the nine months ended September 30, 1996, the Partnership  incurred,  but
did not pay, $37,125 in management fees.



                                    UNAUDITED
                 See Accompanying Notes to Financial Statements

                                       7


<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS


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

Organization
WNC Housing Tax Credit Fund, V, L.P.,  Series 3 (the  "Partnership")  was formed
under the  California  Revised  Limited  Partnership  Act on March 28,  1995 and
commenced  operations on October 23, 1995. The  Partnership was formed to invest
primarily in other limited  partnerships which will own and operate multi-family
housing complexes that will qualify for low income housing credits.

The information  contained in the following notes to the financial statements is
condensed  from that  which  would  appear in the annual  financial  statements;
accordingly,  the  financial  statements  included  herein should be reviewed in
conjunction with the financial statements and related notes thereto contained in
the Partnership's Annual Report for the year ended December 31, 1996.

In  the  opinion  of  the  Partnership,  the  accompanying  unaudited  financial
statements  contain  all  adjustments   (consisting  of  only  normal  recurring
accruals) necessary to present fairly the financial position as of September 30,
1997,  the results of  operations  and changes in cash flows for the nine months
ended  September  30, 1997 and 1996.  Accounting  measurements  at interim dates
inherently  involve greater  reliance on estimates than at year end. The results
of operations for the interim period presented are not necessarily indicative of
the results for the entire year.

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

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

After the limited  partners have received sale or refinancing  proceeds equal to
their  capital  contributions  and their  preferred  return  (as  defined in the
Partnership's  Agreement  of Limited  Partnership)  and the general  partner has
received a  subordinated  disposition  fee any  additional  sale or  refinancing
proceeds will be distributed 90% to the limited partners (in proportion to their
respective investments) and 10% to the General Partner.

                                        8


<PAGE>

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

                      NOTES TO FINANCIAL STATEMENTS-CONTINUED


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
---------------------------------------------------------------

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

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

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

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

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

NOTE 2 - LOANS RECEIVABLE
-------------------------

Loans receivable  represent amounts loaned by the Partnership to certain limited
partnerships in which the  Partnership  may invest.  These loans will be applied
against  the  first  capital  contribution  due  if the  Partnership  ultimately
acquires a limited partnership  interest. In the event that the Partnership does
not  acquire a limited  partnership  interest,  the loans are to be repaid  with
interest  with at a rate of prime plus 1% per annum  (10.5 % at March  31,1997).
Loans  receivable  of $245,581 and $276,609 at December 31, 1996 were applied to
capital  contributions due for limited partnership interests acquired in January
1997 and April 1997, respectively (see Note 8).

                                      9


<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS-CONTINUED

NOTE 3 - INVESTMENT IN LIMITED PARTNERSHIPS
-------------------------------------------

As of September  30, 1997,  the  Partnership  had acquired  limited  partnership
interests  in eighteen  limited  partnerships  each of which owns one  apartment
complex. As of September 30, 1997,  construction and rehabilitation of 16 of the
apartment  complexes  had  been  completed.   The  remaining  two  have  started
construction.  The  Partnership,  as a  limited  partner,  is a 99% owner and is
entitled to 99% of the operating profits and losses of the limited partnerships.

The  following  is a summary  of the  investment  in  limited  partnerships  and
reconciliation to the limited  partnership  accounts as of September 30 1997 and
December 31, 1996:

                                                     1997              1996
                                                     ----              ----

Investment Balance - Beginning of period       $   12,782,751  $     1,046,532
Capital contributions to limited partnerships       1,116,900        8,693,189
Distributions from limited partnerships                (8,340)
Capital contributions payable to 
  limited partnerships                                806,171        2,513,033
Capitalized acquisition fees and costs                  4,324          738,504
Equity in loss of limited partnership                (267,000)        (185,071)
Amortization of capitalized acquisition costs         (26,986)         (23,436)
                                                   ----------       ----------

Investment Balance - end of period             $   14,407,820   $   12,782,751
                                                   ==========       ==========

Selected financial  information for the nine months ended September 30, 1997 and
1996 from the combined financial statements of the limited partnerships in which
the partnership has invested is as follows:

                                              1997                      1996
                                              ----                      ----

Total revenue                    $         3,563,000        $          466,000
                                           ---------                   -------

Interest expense                           1,165,000                   130,000
Depreciation                                 633,000                   136,000
Operating expenses                         2,035,000                   308,000
                                           ---------                   -------
Total expenses                             3,833,000                   574,000
                                           ---------                   -------

Net loss                          $         (270,000)        $        (108,000)
                                           =========                  ========

Net loss allocable to 
 the Partnership                  $         (267,000)        $        (107,500)
                                           =========                  ========



                                          10


<PAGE>


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

                       NOTES TO FINANCIAL STATEMENTS-CONTINUED

NOTE 4 - RELATED PARTY TRANSACTIONS
-----------------------------------

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

         Acquisition  fees up to 7.5% of the  gross  proceeds  from  the sale of
     Partnership  units.  No acquisition  fees were incurred for the nine months
     ended September 31,1997.

         Reimbursement  for   organizational,   offering  and  selling  expenses
     advanced by the General Partner or affiliates on behalf of the Partnership.
     These  reimbursements  plus all other  organizational and offering expenses
     inclusive of sales commissions will not exceed 14.5% of the gross proceeds.
     During the nine months ended  September  30,1997 the  Partnership  incurred
     organizational,  offering and selling  expenses of $0, $1,904,  and $5,775,
     respectively.

         An annual  management  fee equal to the  greater of (i) $2,000 for each
     apartment  complex  or (ii)  .275% of the gross  proceeds,  in either  case
     increased or decreased based on annual changes in the Consumer Price Index.
     However, the maximum fee may not exceed .2% of the invested assets (defined
     as the Partnership's capital contributions plus its allocable percentage of
     the permanent financing) of the local limited partnerships. The Partnership
     has incurred  fees of $37,125 for each nine month  period  ended  September
     30, 1997 and 1996.

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

Accrued fees and advances due to affiliates of the General  Partner  included in
the  accompanying  balance sheet consists of the following at September  30,1997
and December 31, 1996:

                                                      1997               1996
                                                      ----               ----
Acquisition fees                                $     42,551      $     42,551
Advances made for acquisition costs, 
 organizational,  offering and
 selling expenses                                     (1,740)            7,899
Asset management fees                                (11,008)           61,867
Advance for acquisition of property                        0           (68,510)
                                                     -------           -------
                                                $     29,803      $     43,807
                                                     =======           =======

                                          11

<PAGE>


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

                                      NOTES TO FINANCIAL STATEMENTS-CONTINUED


NOTE 5 - PAYABLE TO LIMITED PARTNERSHIPS
----------------------------------------

Payable to limited  partnerships at September 30, 1997 represents  amounts which
are due at various times based on conditions  specified in the respective  local
limited partnership agreements. These contributions are payable in installments,
generally due upon the local limited  partnership  achieving  certain  operating
benchmarks,  and are  generally  expected  to be paid  within  two  years of the
Partnership's initial investment.


NOTE 6 - INCOME TAXES
---------------------

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

NOTE 7 - SUBSCRIPTION AND INVESTOR NOTES RECEIVABLE
---------------------------------------------------

During the nine months ended September 31, 1997, the  Partnership  collected the
$2,195,000 in subscriptions receivable at December 31, 1996.

Limited  partners  who  subscribe  for ten or more units of limited  partnership
interest  ($10,000)  may  elect to pay 50% of such  purchase  price in cash upon
subscription  and the remaining 50% by the delivery of a promissory note payable
bearing interest at the rate of 8% per annum. Principal and interest are due (i)
January 31, 1997 if the investor  subscribes between January 1, 1996 and June 1,
1996 or (ii) the later of the date of subscription  or September  30,1997 if the
investor  subscribes after June 1, 1996. This amount is presented as a reduction
in partners' equity.

NOTE 8 - COMMITMENTS AND CONTINGENCIES
--------------------------------------

Subsequent  to  December  31,  1996,  the   Partnership   acquired  two  limited
partnership interests which require capital contributions totaling approximately
$2,272,426,  of  which  $522,190  had  been  made  and are  reflected  as  loans
receivable in the  accompanying  balance sheet as of December 31, 1996 (see Note
2).




                                      12





<PAGE>

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

WNC  Housing  Tax  Credit  Fund  V,  L.P.,  Series  3 ("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 to acquire
limited partnership interests in limited partnerships  ("Limited  Partnerships")
which own  multifamily  apartment  complexes  that are eligible  for  low-income
housing federal income tax credits (the "Low Income Housing Credit").

The  Partnership  had  received  subscriptions  for  18,000  Units  for  cash of
$17,558,985 and terminated its offering of units on July 1, 1996.

Liquidity and Capital Resources
-------------------------------

 Overall, as reflected in its Statement of Cash Flows, the Partnership had a net
decrease in cash and cash  equivalents  of  approximately  $274,000 for the nine
months ended  September 30, 1997. This decrease in cash consists of cash used by
investing and cash provided by investing and operating activities. Cash was used
by the  investing  activities  of the  Partnership  during  such  period  in the
aggregate  amount of approximately  $2,650,000,  which consisted of cash used in
capital  contributions to Limited  Partnerships and acquisition fees and expense
of  approximately  $2,654,000  and  $4,000,  respectively  and cash  provided by
distributions of approximately  $8,000. Cash provided from operations  consisted
primarily of interest  received on cash  deposits,  and cash used in  operations
consisted  primarily  of payments for  operating  fees and  expenses.  The major
components of all these activities are discussed in greater detail below.

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

As of September 30, 1997 and December 31, 1996 the  Partnership  was indebted to
WNC &  Associates,  Inc. in the amount of  approximately  $30,000  and  $44,000,
respectively.  The component items of such indebtedness were as follows: accrued
acquisition fees of approximately $43,000 and $ 43,000,  respectively,  advances
to pay  front-end  fees of  approximately  ($2,000)  and  $8,000,  respectively,
accrued  asset   management   fees  of   approximately   ($11,000)  and  $62,000
respectively and due to an affiliate of the general partner approximately $0 and
$(69,000).

As  of  September  30,  1997,   the   Partnership   has  received  and  accepted
subscriptions funds in the amount of $17,559,000.  As of November 1, 1997, as of
September 30, 1997 and as of December 31, 1996, the Partnership had made capital
contributions   to  Limited   Partnerships   in  the  amount  of   approximately
$12,546,000,  $12,267,000 and $9,091,000,  respectively, and had commitments for
additional  capital  contributions of approximately  $1,291,000,  $1,570,000 and
$2,823,000,  respectively.  Further,  the Partnership  had loans  outstanding to
Limited  Partnerships as of November 1, 1997, as of September 30, 1997 and as of
December 31, 1996, of approximately  $0, $0 and $522,200,  respectively.  Of the
amount outstanding as of December 31, 1996,  approximately $245,600 and $277,000
were loaned to  ESCATAWPA  and  BROADWAY,  respectively  and were applied to the
Partnership's  purchase  price upon  acquisition  of those  Limited  Partnership
Interests in January 1997 and April 1997, respectively.


                                      13

<PAGE>

Prior to sale of the  Apartment  Complexes,  it is not expected  that any of the
Limited  Partnerships  in which the Partnership has invested or will invest will
generate cash from operations sufficient to provide distributions to the Limited
Partners in any material amount. Such cash from operations,  if any, would first
be used to meet operating expenses of the Partnership,  including payment of the
asset management fee to the General Partner.  As a result, it is not anticipated
that the Partnership will provide distributions to the Limited Partners prior to
the sale of the Apartment Complexes.

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

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

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

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

                                      14

<PAGE>

Results of Operations
---------------------

As of September 30, 1997 and December 31, 1996 the  Partnership  had acquired 18
and 16  Limited  Partnership  Interests,  respectively.  Each of the 18  Limited
Partnerships  receives or is expected to receive government  assistance and each
of them has received a reservation for Housing Tax Credits.  As of September 30,
1997,  14  of  the  Apartment   Complexes  in  the   Partnership  had  commenced
operations..  Accordingly,  the "Equity in losses from limited partnerships" for
the periods  ended  December 31, 1996 and  September  30, 1997  reflected in the
Statement of Operations of the  Partnership  is not indicative of the amounts to
be reported in future years.

As reflected on its  Statements of  Operations,  the  Partnership  had a loss of
approximately  $244,000  for the nine  months  ended  September  30,  1997.  The
component items of revenue and expense are discussed below.

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

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

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

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

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

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

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

                                       15


<PAGE>



Part II.  Other Information

Item 1.  Legal Proceedings

         None

Item 6.  Exhibits and Reports on Form 8-K

1.  None.


         No reports on Form 8-K were filed  during the quarter  ended  September
30, 1997.





                                           16

<PAGE>


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

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

By:  WNC Tax Credit Partners IV, L.P.       General Partner


By:  WNC & ASSOCIATES, INC.                 General Partner




By:  /s/ John B. Lester, Jr.
-----------------------------------------------------
John B. Lester, Jr.        President

Date: November 10, 1997

By:  /s/ Theodore M. Paul 
-----------------------------------------------------
Theodore M. Paul         Vice President - Finance

Date: November 10, 1997



                                        17