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 December 31, 2002

                                       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.)



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

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


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

Yes           No     X
    ---------    ----------


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in rule 12b-2 of the Exchange Act).

Yes           No      X
    ---------    ----------






<PAGE>


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

                               INDEX TO FORM 10-Q

                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2002



PART I. FINANCIAL INFORMATION

          Item 1.  Financial Statements

                   Balance Sheets
                   December 31, 2002 and March 31, 2002........................3

                   Statements of Operations
                   For the Three and Nine Months Ended
                     December 31, 2002 and 2001................................4

                   Statement of Partners' Equity (Deficit)
                   For the Nine Months Ended December 31, 2002.................5

                   Statements of Cash Flows
                   For the Nine Months Ended December 31, 2002 and 2001........6

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

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

         Item 3.  Quantitative and Qualitative Disclosures
                    about Market Risk.........................................18

         Item 4.  Procedures and Controls.....................................18

PART II. OTHER INFORMATION

         Item 1.  Legal Proceedings...........................................19

         Item 5.  Other Information...........................................19

         Item 6.  Exhibits and Reports on Form 8-K............................19

         Signatures...........................................................20

         Certifications.......................................................21


                                       2
<PAGE>


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

                                 BALANCE SHEETS
<TABLE>
<CAPTION>







                                                                  December 31, 2002            March 31, 2002
                                                                -----------------------     ---------------------
                                                                     (unaudited)
<S>                                                           <C>                         <C>
ASSETS

Cash and cash equivalents                                     $               20,932      $              78,098
Investments in limited partnerships, net (Note 3)                          8,123,281                  8,970,406
Advances to limited partnership (Note 6)                                     133,268                          -
                                                                -----------------------     ---------------------

                                                              $            8,277,481      $           9,048,504
                                                                =======================     =====================


LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
    Accrued expenses                                          $                4,000      $               6,067
    Accrued fees and expenses due to
      General Partner and affiliates (Note 4)                                266,775                     87,990
                                                                -----------------------     ---------------------

Total liabilities                                                            270,775                     94,057
                                                                -----------------------     ---------------------

Commitments and Contingencies (Note 6)

Partners' equity (deficit):

    General Partner                                                           (95,424)                  (85,947)

    Limited Partners (25,000 units authorized and
       18,000 units issued and outstanding)                                8,102,130                  9,040,394
                                                                -----------------------     ---------------------

Total partners' equity                                                     8,007,706                  8,954,447
                                                                -----------------------     ---------------------

                                                              $            8,277,481      $           9,048,504
                                                                =======================     =====================
</TABLE>

                 See accompanying notes to financial statements
                                       3
<PAGE>


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

                            STATEMENTS OF OPERATIONS
         For the Three and Nine Months Ended December 31, 2002 and 2001

                                   (unaudited)
<TABLE>
<CAPTION>

                                                         2002                                          2001
                                      ------------------       -------------------   -----------------       ------------------
                                        Three Months              Nine Months          Three Months             Nine Months
                                      ------------------       -------------------   -----------------       ------------------

<S>                                 <C>                      <C>                   <C>                     <C>
Interest income                     $               51       $               377   $             676       $            1,662
                                      ------------------       -------------------   -----------------       ------------------

Operating expenses:
Amortization (Note 3)                            9,645                    28,935               9,645                   28,935
Asset management fees (Note 4)                  12,375                    37,125              12,375                   37,125
Legal and accounting fees                        4,039                    26,192              26,668                   56,479
Other                                            2,101                    48,794              29,901                   37,506
                                      ------------------       -------------------   -----------------       ------------------

Total operating expenses                        28,160                   141,046              78,589                  160,045
                                      ------------------       -------------------   -----------------       ------------------

Loss from operations                           (28,109)                 (140,669)            (77,913)                (158,383)
Gain on sale of investment in
Limited partnership interest                         -                         -                   -                  167,953
Equity in losses of limited
  partnerships (Note 3)                       (269,024)                 (807,072)           (139,220)                (417,655)
                                      ------------------       -------------------   -----------------       ------------------

Net loss                            $         (297,133)      $          (947,741)  $        (217,133)                (408,085)
                                      ==================       ===================   =================       ==================

Net loss allocated to:
  General partner                   $           (2,971)      $            (9,477)  $          (2,171)      $           (4,081)
                                      ==================       ===================   =================       ==================

  Limited partners                  $         (294,162)      $          (938,264)  $        (214,962)      $         (404,004)
                                      ==================       ===================   =================       ==================

Net loss per limited partner unit   $              (16)      $               (52)  $             (12)      $              (22)
                                      ==================       ===================   =================       ==================

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

                 See accompanying notes to financial statements
                                       4

<PAGE>


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

                     STATEMENT OF PARTNERS' EQUITY (DEFICIT)
                   For the Nine Months Ended December 31, 2002

                                   (unaudited)
<TABLE>
<CAPTION>

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

<S>                                                 <C>                     <C>                      <C>
Partners' equity (deficit) at March 31, 2002        $           (85,947)    $          9,040,394     $          8,954,447

    Net loss                                                     (9,477)               (938,264)                (947,741)
                                                      -------------------     -------------------      -------------------

Partners' equity (deficit) at December 31, 2002     $           (95,424)    $          8,102,130     $         8,006,706
                                                      ===================     ===================      ===================
</TABLE>

                 See accompanying notes to financial statements
                                        5


<PAGE>


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

                            STATEMENTS OF CASH FLOWS

              For the Nine Months Ended December 31, 2002 and 2001
                                   (unaudited)
<TABLE>
<CAPTION>



                                                                         2002                   2001
                                                                    ----------------      -----------------
<S>                                                               <C>                   <C>
Cash flows from operating activities:
    Net loss                                                      $       (947,741)     $        (408,085)
    Adjustments to reconcile net loss to net
      cash used in operating activities:
         Amortization                                                       28,935                 28,935
         Equity in losses of limited partnerships                          807,072                417,655
         Gain on sale of investment in limited partnerships                      -               (167,953)
         Other assets                                                     (133,268)               (10,000)
         Accounts payable                                                        -                  5,233
         Accrued expenses                                                   (2,067)               (42,601)
         Accrued fees and expenses due to
               General Partner and affiliates                              178,785                 38,374
                                                                    ----------------      -----------------

           Net cash used in operating activities                           (68,284)              (138,442)
                                                                    ----------------      -----------------

Cash flows from investing activities:
    Proceeds on sale of investment in Limited Partnership, net                   -                167,953
    Distributions from limited partnerships                                 11,118                 27,666
                                                                    ----------------      -----------------

           Net cash provided by investing activities                        11,118                195,619
                                                                    ----------------      -----------------

Net increase (decrease) in cash and cash equivalents                       (57,166)                57,177


Cash and cash equivalents, beginning of period                              78,098                 20,126
                                                                    ----------------      -----------------


Cash and cash equivalents, end of period                          $         20,932      $          77,303
                                                                    ================      =================

SUPPLEMENTAL DISCLOSURE OF
   CASH FLOW INFORMATION

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

                 See accompanying notes to financial statements
                                        6


<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS
                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2002

                                   (unaudited)


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

General
-------

The accompanying  condensed unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial information and with the instructions to Form 10-Q
for quarterly  reports under Section 13 or 15(d) of the Securities  Exchange Act
of 1934.  Accordingly,  they do not include all of the information and footnotes
required by  accounting  principles  generally  accepted in the United States of
America for complete  financial  statements.  In the opinion of management,  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation  have been included.  Operating results for the three and nine
months ended  December 31, 2002 are not  necessarily  indicative  of the results
that may be  expected  for the fiscal year ending  March 31,  2003.  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,
2002.

Organization
------------

WNC  Housing  Tax  Credit  Fund  V,  L.P.,  Series  3 ("the  Partnership")  is a
California Limited  Partnership formed under the laws of the State of California
on March 28, 1995, and commenced operations on October 24, 1995. The Partnership
was  formed  to  acquire   limited   partnership   interests  in  other  limited
partnerships or limited liability companies ("Local Limited Partnerships") which
own  multifamily  apartment  complexes that are eligible for low-income  housing
federal  and, in some cases,  California  income tax  credits  (the  "Low-income
Housing Credit").

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

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 activities relating to the business of the
Partnership,  and do not give  effect to the assets that the  partners  may have
outside of their interests in the Partnerships, or to any obligations, including
income taxes, of the partners.

The  partnership  agreement  authorized the sale of up to 25,000 units at $1,000
per Unit  ("Units").  The offering of Units  concluded in January 1996, at which
time 18,000 Units representing  subscriptions in the amount of $17,558,985,  net
of $441,015 of discounts for volume  purchases,  had been accepted.  The General
Partner has 1%  interest in  operating  profits and losses,  taxable  income and
losses,  cash available for  distribution  from the Partnership and tax credits.
The limited  partners  will be  allocated  the  remaining  99% of these items in
proportion to their respective investments.

After the limited  partners  have received  proceeds from a sale or  refinancing
equal to their capital  contributions and their return on investment (as defined
in the  Partnership  Agreement)  and the General  Partner has received  proceeds
equal  to its  capital  contribution  and a  subordinated  disposition  fee  (as
described in Note 3) from the  remainder,  any  additional  sale or  refinancing
proceeds will be distributed 90% to the limited partners (in proportion to their
respective investments) and 10% to the General Partner.


                                       7
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2002

                                   (unaudited)


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

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

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

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

Method of Accounting For Investments in Limited Partnerships
------------------------------------------------------------

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

Offering Expenses
-----------------

Offering  expenses consist of underwriting  commissions,  legal fees,  printing,
filing and recordation fees, and other costs incurred in connection with selling
limited  partnership  interests  in the  Partnership.  The  General  Partner  is
obligated to pay all offering and organization costs in excess of 15% (including
sales  commissions)  of the  total  offering  proceeds.  Offering  expenses  are
reflected as a reduction of limited partners' capital and amounted to $2,132,000
at the end of all periods presented.

                                       8
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2002

                                   (unaudited)

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

Use of Estimates
----------------

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

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

The Partnership  considers highly liquid  investments with remaining maturity of
three months or less when  purchased to be cash  equivalents.  As of December 31
and March 31, 2002, the Partnership had no cash equivalents.

Net Loss Per Limited Partner Unit
---------------------------------

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

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 the periods presented, as defined by SFAS No. 130.

New Accounting Pronouncements
-----------------------------

In October 2001, the FASB issued Statement of Financial Accounting Standards No.
144,  "Accounting  for the  Impairment or Disposal of Long-Lived  Assets" ("SFAS
144"), which addresses  accounting and financial reporting for the impairment or
disposal of long-lived assets.  SFAS 144 is effective for fiscal years beginning
after December 15, 2001, and generally, is to be applied prospectively. SFAS 144
is not  expected  to  have a  material  impact  on the  Partnership's  financial
position or results of operations.

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with  Exit or  Disposal  Activities."  SFAS No.  146  addresses  accounting  and
reporting for costs  associated  with exit or disposal  activities and nullifies
Emerging  Issues Task Force Issue No. 94-3,  "Liability  Recognition for Certain
Employee  Termination  Benefits  and Other Costs to Exit an Activity  (Including
Certain  Costs  Incurred  in a  Restructuring)."  SFAS No. 146  requires  that a
liability for a cost associated with an exit or disposal  activity be recognized
and measured  initially at fair value when the  liability is incurred.  SFAS No.
146 is  effective  for exit or  disposal  activities  that are  initiated  after
December 31, 2002, with early application  encouraged.  SFAS 146 is not expected
to have a material impact on the Partnership's  financial position or results of
operations.




                                       9
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2002

                                   (unaudited)

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

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

During the year ended March 31, 2000,  Alliance,  Evergreen  and  Hastings  were
experiencing  operational  difficulties and negative cash flows from operations,
and ceased paying their lenders. Foreclosure procedures were commenced by two of
these Local Limited Partnerships' lenders. Management performed an evaluation of
the  Partnership's  remaining  investment  balances in Alliance,  Evergreen  and
Hastings,  including the cash advances noted above and other  anticipated  costs
and determined that an impairment  adjustment was necessary.  An impairment loss
of $995,804 was  recognized  at March 31, 2000.  This  impairment  loss included
$644,589 in remaining book value of the  Partnership's  investments in Alliance,
Evergreen and Hastings, $205,080 and $74,631 of cash advances, a $50,000 accrual
for  anticipated  legal  costs,  and $21,504 of estimated  accounting  and other
related costs.

As a result of the foregoing,  the Partnership,  Alliance,  Hastings,  and a WNC
subsidiary  executed a work-out  agreement with their lender (the  "Agreement"),
which was effective  December 14, 2001. The balance of the  indebtedness due and
owing to the lender by Alliance was satisfied by the execution of two promissory
notes.  The first note totals  $116,000,  bears  interest  at 7% per annum,  and
requires  principal  and  interest  payments  totaling  $800 per  month  through
February  2011,  at which date the unpaid  principal  balance is due. The second
note totals  $328,000,  bears  interest at 1% per annum,  and has  payments  due
monthly  out of  available  cash flow,  as  defined,  with the unpaid  principal
balance due February 2011. The balance of the  indebtedness due and owing to the
lender by Hastings was also satisfied by the execution of two promissory  notes.
The first note totals  $165,000,  bears  interest at 7% per annum,  and requires
principal and interest  payments  totaling  $1,100 per month  through  September
2011,  at which  date the  unpaid  principal  is due.  The  second  note  totals
$261,000,  bears  interest at 1% per annum,  and has payments due monthly out of
available cash flow, as defined, with the unpaid principal balance due September
2011. The  Partnership  and a WNC  subsidiary  have executed a guarantee for the
payment of both notes of Alliance  and  Hastings.  In  addition,  several  other
commitments were made. Alliance and Hastings executed a grant deed to the lender
in the event that either entity  defaults  under the terms and provisions of the
notes.  The deeds are held in escrow,  and if Alliance  or Hastings  defaults on
either  note,  the lender may, at its option,  record the  respective  deed.  In
addition,  the Partnership has assigned the lender as additional  collateral its
residual value interests,  as defined, in all of the Local Limited Partnerships.
The Partnership and the Local Limited  Partnerships are prohibited from selling,
assigning, transferring or further encumbering the Housing Complexes retained by
each Local Limited Partnership.

As a result of the operating  difficulties mentioned above, there is uncertainty
as to additional  costs,  if any, that the  Partnership  may incur in connection
with its  investment in Alliance and Hastings and as to whether the  Partnership
will ultimately retain its interest in these Local Limited Partnerships.  In the
event the Partnership does not successfully  retain its interest in Alliance and
Hastings, the Partnership would be exposed to the cessation and recapture of the
related tax credits.  The Partnership's  financial statements do not include any
adjustments that might result from the outcome of these uncertainties.

On July 19, 2001,  Evergreen's  Housing Complex was sold for a gross sales price
of $1,300,000,  which after payment of its outstanding  loans and closing costs,
yielded net proceeds to the Partnership of approximately $170,000 in the form of
a return of advances. As the investment in Evergreen together with cash advances
had been  previously  impaired,  the entire proceeds were reflected as a gain on
sale of investments in Limited  Partnerships  of $169,691,  for the period ended
March  31,  2002.  Due  to the  sale  of the  property,  approximately  $428,000
(unaudited)  of  tax  credits  are no  longer  available  to  the  Partnership's
investors  ($23.80 per  Limited  Partner  Unit).  In  addition,  there can be no
assurance  that tax credits  and loss  deductions  previously  taken will not be
subject to recapture in the future.


                                       10
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2002

                                   (unaudited)


NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS
--------------------------------------------

As of December 31, 2002, the Partnership has limited partnership interests in 17
Local Limited Partnerships, each of which owns one Housing Complex consisting of
an aggregate of 1,120 apartment  units.  The respective  general partners of the
Local  Limited  Partnerships  manage the day to day  operations of the entities.
Significant Local Limited  Partnership  business decisions require approval from
the Partnership. The Partnership, as a limited partner, is generally entitled to
99%, as specified in the Local Limited Partnership agreements,  of the operating
profits  and  losses,  taxable  income and  losses and tax  credits of the Local
Limited Partnerships,  except for one of the investments in which it is entitled
to 49.49% of such amounts.

Equity in losses of Local  Limited  Partnerships  is recognized in the financial
statements  until the related  investment  account is reduced to a zero balance.
Losses  incurred  after  the  investment  account  is  reduced  to zero  are not
recognized. If the Local Limited Partnerships report net income in future years,
the  Partnership  will resume applying the equity method only after its share of
such net  income  equals  the share of net  losses  not  recognized  during  the
period(s) the equity method was suspended.

Distributions  received by limited  partners are accounted for as a reduction of
the investment balance.  Distributions received after the investment has reached
zero are recognized as income.

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

                                                                      December 31, 2002           March 31, 2002
                                                                   -------------------------   ---------------------

<S>                                                              <C>                         <C>
Investments in limited partnerships - beginning of period        $              8,970,406    $         10,245,015
Equity in losses of limited partnerships                                         (807,072)             (1,225,735)
Distributions received from limited partnerships                                  (11,118)                (10,294)
Amortization of paid capitalized acquisition fees and costs                       (28,935)                (38,580)
                                                                   -------------------------   ---------------------

Investments in limited partnerships - end of period              $              8,123,281    $          8,970,406
                                                                   =========================   =====================
</TABLE>


                                       11
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2002

                                   (unaudited)

NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued
-------------------------------------------------------

Selected  information  for the nine months ended December 31, 2002 and 2001 from
the  unaudited   combined   condensed   financial   statements  of  the  limited
partnerships  in which the  Partnership  has invested  are as follows  (Combined
condensed  financial  information  for  Alliance and  Hastings  were  previously
excluded  from the 2001  presentation  but have now been included in the periods
presented below. See Note 2 for further discussion):

                   COMBINED CONDENSED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>

                                                                        2002                    2001
                                                                   ----------------       ------------------
                                                                                             (Restated)

<S>                                                              <C>                    <C>
Revenue                                                          $      4,504,000       $       4,436,000
                                                                   ----------------       ------------------
Expenses:
  Interest expense                                                      1,165,000               1,157,000
  Depreciation                                                          1,177,000               1,166,000
  Operating expenses                                                    3,088,000               2,672,000
                                                                   ----------------       ------------------
Total expenses                                                          5,430,000               4,995,000
                                                                   ----------------       ------------------
Net loss                                                         $       (926,000)      $        (559,000)
                                                                   ================       ==================

Net loss allocable to the Partnership                            $       (876,000)      $        (494,000)
                                                                   ================       ==================

Net loss recorded by the Partnership                             $       (807,000)      $        (418,000)
                                                                   ================       ==================
</TABLE>

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

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

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

(a)  Annual Asset  Management Fee. An annual asset management fee of the greater
     of (i)  $2,000 per  multi-family  housing  complex or (ii)  0.275% of Gross
     Proceeds. The base fee amount will be adjusted annually based on changes in
     the  Consumer  Price  Index.  However,  in no event will the  annual  asset
     management fee exceed 0.2% of Invested Assets.  "Invested Assets" means the
     sum of the Partnership's  Investments in Local Limited Partnerships and the
     Partnership's  allocable  share of the  amount  of  mortgages  on and other
     indebtedness  related to the Housing  Complexes.  Asset  management fees of
     $37,125 were  incurred  during each of the nine months  ended  December 31,
     2002 and 2001. The  Partnership  paid the General Partner or its affiliates
     $0 of these fees during the nine months ended December 31, 2002 and 2001.

(b)  A subordinated  disposition fee in an amount equal to 1% of the sales price
     of real estate  sold.  Payment of this fee is  subordinated  to the limited
     partners  receiving a preferred return of 14% through December 31, 2006 and
     6% thereafter (as defined in the Partnership Agreement) and is payable only
     if the  General  Partner or its  affiliates  render  services  in the sales
     effort.
                                       12
<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2002

                                   (unaudited)

NOTE 4 - RELATED PARTY TRANSACTIONS, continued
----------------------------------------------

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

                                                                 December 31, 2002                March 31, 2002
                                                              -------------------------        ----------------------

<S>                                                        <C>                              <C>
Reimbursements for expenses paid by the
  General Partner or an affiliate                          $                   143,025      $                  1,365
Asset management fee payable                                                   123,750                        86,625
                                                              -------------------------        ----------------------

  Total                                                    $                   266,775      $                 87,990
                                                              =========================        ======================
</TABLE>



NOTE 5 - INCOME TAXES
---------------------

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

NOTE 6 - COMMITMENTS AND CONTINGENCIES
--------------------------------------

During 2000,  WNC  identified a potential  problem with a developer  who, at the
time,  was the local  general  partner in nine Local Limited  Partnerships.  The
Partnership has 99% limited partnership  investments in nine of those nine Local
Limited  Partnerships.  Those  investments are Alliance  Apartments I, Evergreen
Apartments  I  and  Hastings  Apartments  I.  All  the  properties  continue  to
experience  operating  deficits.  The local general  partner  ceased funding the
operating deficits,  which placed the Local Limited  Partnerships in jeopardy of
foreclosure. Consequently, WNC voted to remove the local general partner and the
management company from the Local Limited Partnerships.  After the local general
partner contested its removal, WNC commenced legal action on behalf of the Local
Limited  Partnerships  and was  successful  in getting a receiver  appointed  to
manage the Local Limited  Partnerships  and an unaffiliated  entity appointed as
property  manager.  WNC was  subsequently  successful  in  attaining  a  summary
judgment to confirm the removal of the local general  partner,  the receiver was
discharged and WNC now controls all nine of the Local Limited Partnerships.

The nine Local Limited  Partnerships  (hereinafter  referred to as "Defendants")
were  defendants  in a separate  lawsuit.  The  lawsuit was filed by eight other
partnerships   in  which  the  local  general   partner  of  the  Local  Limited
Partnerships is or was involved (the  "Plaintiffs").  The Plaintiffs allege that
the local general  partner  accepted  funds from the  Plaintiffs  and improperly
loaned these funds to the Defendants. In July 2001, this lawsuit was settled for
an aggregate amount of $35,000. The Partnerships  allocated share of $17,500 had
been accrued in full at March 31, 2001 and paid in full at March 31,  2002.  The
Partnership has a lawsuit against the old general partner.

The Partnership has a 99% limited partnership  investment in Cascade Pines, L.P.
II  ("Cascade").  Cascade is a defendant in a wrongful death lawsuit and related
injury  lawsuits.  Cascade  carries  general  liability  and extended  liability
insurance.  The  wrongful  death  claim  has  been  compromised,   released  and
dismissed.  Liability  insurance  covered the settlement.  In the related injury
lawsuits,  the insurers for both the general  liability,  limited to $2 million,
and  extended  liability  insurance,  limited  to a further  $15  million,  have
acknowledged coverage for the potential loss, should the outcome be unfavorable.
Discovery for the related injury lawsuits is ongoing; management of Cascade

                                       13
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2002

                                   (unaudited)

NOTE 6 - COMMITMENTS AND CONTINGENCIES, continued
-------------------------------------------------

and WNC are unable to  determine  the outcome of these  lawsuits at this time or
their impact, if any, on the Partnership's financial statements.  Should Cascade
be  unsuccessful  in  its  defense  and  the  insurance  coverage  proves  to be
inadequate, Cascade's assets could be subject to an adverse judgment. This could
result  in the  loss  of the  Cascade  investment,  which  could  result  in the
recapture of tax credits and certain prior tax deductions. As a result, there is
an  uncertainty  as to the  Partnership's  ability  to  ultimately  realize  the
carrying value of its investment in Cascade,  which totaled $284,857 at December
31, 2002. The accompanying  financial  statements do not reflect any adjustments
that may result from any  unfavorable  outcome  that may occur upon the ultimate
resolution of this uncertainty.

One Local Limited Partnership, Patten Towers L.P. II ("Patten Towers"), in which
the Partnership owns a 99% interest,  has a promissory note payable  aggregating
approximately  $6,025,000 as of December 31, 2002 which was funded with proceeds
from the issuance of Multifamily  Housing Revenue Bonds as of December 31, 2001.
Patten Towers failed to make timely principal payments of approximately $233,000
for the year  ended  December  31,  2001 in  accordance  with the note  payable.
Consequently,  the Local Limited Partnership is in default of its bond covenants
and the  property  could be  foreclosed  on by the Bond  Trustee to satisfy  its
obligations under the bonds.  These conditions raise substantial doubt as to the
Local  Limited  Partnership's  ability to  continue as a going  concern.  Patten
Towers is working to refinance  the property and to payoff the bonds,  but as of
December 4, 2002 the past due principal  payments  owed have not been paid,  and
the bonds are fully  payable  under the event of default.  The lender is working
with Patten Towers to assist in improving  property  operations and has held off
pursuing  foreclosure  action  against the property.  There can be no assurances
that Patten Towers will be successful in its  refinancing.  Accordingly,  Patten
Towers is subject to the risk of  foreclosure  and sale of the  property  by the
lender,  which would result in the loss and  potential  recapture of certain tax
losses  and the tax  credits.  As a result,  there is an  uncertainty  as to the
Partnership's ability to ultimately realize the carrying value of its investment
in  Patten  Towers,   which  totaled   $1,496,337  at  December  31,  2002.  The
accompanying financial statements do not reflect any adjustments that may result
from any unfavorable outcome that may occur upon the ultimate resolution of this
uncertainty.  At December 31, 2002,  the  Partnership  had advanced  $132,473 to
Patten Towers to  facilitate a workout  plan. A promissory  note was executed by
the  Partnership  and Patten  Towers for the  aforementioned  advances  totaling
$132,473  plus  interest  equal to 10% per annum,  payable  by Patten  Towers on
demand or by August 9, 2012.

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.  Loss of the Heritage  investment  could result in the  cessation  and
recapture of tax credits and certain prior tax deductions.

One  Local  Limited  Partnership,  Hastings  Apartments  I,  L.P.  ("Hastings"),
received a default  notice on a loan to the City of Hastings  (the  "City").  An
affiliate  of the  sponser  has been  named the  successor  general  partner  of
Hastings. WNC is negotiating with the City to re-amortize the loan.

The  Partnership   currently  has  insufficient  working  capital  to  fund  its
operations.  WNC & Associates,  Inc. has agreed to provide  advances  sufficient
enough  to  fund  the  operations  and  working  capital   requirements  of  the
Partnership through January 1, 2004.

                                       14
<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,
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations"  and  other   discussions   elsewhere  in  this  Form  10-Q  contain
forward-looking  statements.  Such statements are based on current  expectations
subject to uncertainties and other factors,  which may involve known and unknown
risks that could cause actual  results of operations to differ  materially  from
those  projected or implied.  Further,  certain  forward-looking  statements are
based upon assumptions about future events, which may not prove to be accurate.

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

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

The following discussion and analysis compares the results of operations for the
nine months ended  December 31, 2002 and 2001, and should be read in conjunction
with the condensed  financial  statements and accompanying notes included within
this report.

Uncertainty and Commitments  with Respect to Investments in Alliance,  Evergreen
and Hastings

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

During the year ended March 31, 2000,  Alliance,  Evergreen  and  Hastings  were
experiencing  operational  difficulties and negative cash flows from operations,
and ceased paying their lenders.  Foreclosure procedures were commenced by these
nine Local Limited Partnerships' lenders.  Management performed an evaluation of
the  Partnership's  remaining  investment  balances in Alliance,  Evergreen  and
Hastings,  including any  anticipated  costs and  determined  that an impairment
adjustment was necessary. An impairment loss of $995,804 was recognized at March
31, 2000. This impairment loss included  $644,589 in remaining book value of the
Partnership's  investments  in Alliance,  Evergreen and  Hastings,  $205,080 and
$74,631 of cash advances,  a $50,000  accrual for anticipated  legal costs,  and
$21,504 of estimated accounting and other related costs.

As a result of the foregoing,  the Partnership,  Alliance,  Hastings,  and a WNC
subsidiary  executed a work-out  agreement with their lender (the  "Agreement"),
which was effective  December 14, 2001. The balance of the  indebtedness due and
owing to the lender by Alliance was satisfied by the execution of two promissory
notes.  The first note totals  $116,000,  bears  interest  at 7% per annum,  and
requires  principal  and  interest  payments  totaling  $800 per  month  through
February  2011,  at which date the unpaid  principal  balance is due. The second
note totals  $328,000,  bears  interest at 1% per annum,  and has  payments  due
monthly  out of  available  cash flow,  as  defined,  with the unpaid  principal
balance due February 2011. The balance of the  indebtedness due and owing to the
lender by Hastings was also satisfied by the execution of two promissory  notes.
The first note totals  $165,000,  bears  interest at 7% per annum,  and requires
principal and interest  payments  totaling  $1,100 per month  through  September
2011,  at which  date the  unpaid  principal  is due.  The  second  note  totals
$261,000,  bears  interest at 1% per annum,  and has payments due monthly out of
available cash flow, as defined, with the unpaid principal balance due September
2011. The  Partnership  and a WNC  subsidiary  have executed a guarantee for the
payment of both notes of Alliance  and  Hastings.  In  addition,  several  other
commitments were made. Alliance and Hastings executed a grant deed to the lender
in the event that either entity  defaults  under the terms and provisions of the
notes.  The deeds are held in escrow,  and if Alliance  or Hastings  defaults on
either  note,  the lender may, at its option,  record the  respective  deed.  In
addition,  the Partnership has given the lender as additional  collateral all of
its  residual  value  interests,  as  defined,  in  all  of  the  Local  Limited
Partnerships.  The Partnership and the Local Limited Partnerships are prohibited
from  selling,  assigning,  transferring  or  further  encumbering  the  Housing
Complexes retained by each Local Limited Partnership.

                                       15
<PAGE>


Uncertainty and Commitments  with Respect to Investments in Alliance,  Evergreen
and Hastings, continued

As a result of the operating  difficulties mentioned above, there is uncertainty
as to additional  costs,  if any, that the  Partnership  may incur in connection
with its  investment in Alliance and Hastings and as to whether the  Partnership
will ultimately retain its interest in these Local Limited Partnerships.  In the
event the Partnership does not successfully  retain its interest in Alliance and
Hastings, the Partnership would be exposed to the cessation and recapture of the
related tax credits.  The Partnership's  financial statements do not include any
adjustments that might result from the outcome of these uncertainties.

On July 19, 2001,  Evergreen's  Housing Complex was sold for a gross sales price
of $1,300,000,  which after payment of its outstanding  loans and closing costs,
yielded net proceeds to the Partnership of approximately $170,000 in the form of
a return of advances. As the investment in Evergreen together with cash advances
had been  previously  impaired,  the entire proceeds were reflected as a gain on
sale of investments in Local Limited  Partnerships  of $169,691,  for the period
ended March 31, 2002.  Due to the sale of the property,  approximately  $428,000
(unaudited)  of  tax  credits  are no  longer  available  to  the  Partnership's
investors  ($23.80 per  Limited  Partner  Unit).  In  addition,  there can be no
assurance  that tax credits  and loss  deductions  previously  taken will not be
subject to recapture in the future.

Uncertainty with Respect to Investments in Cascade, Patten Towers and Heritage

The Partnership has a 99% limited partnership  investment in Cascade Pines, L.P.
II  ("Cascade").  Cascade is a defendant in a wrongful death lawsuit and related
injury  lawsuits.  Cascade  carries  general  liability  and extended  liability
insurance.  The  wrongful  death  claim  has  been  compromised,   released  and
dismissed.  Liability  insurance  covered the settlement.  In the related injury
lawsuits,  the insurers for both the general  liability,  limited to $2 million,
and  extended  liability  insurance,  limited  to a further  $15  million,  have
acknowledged coverage for the potential loss, should the outcome be unfavorable.
Discovery for the related injury lawsuits is ongoing;  management of Cascade and
WNC are unable to determine the outcome of these  lawsuits at this time or their
impact, if any, on the  Partnership's  financial  statements.  Should Cascade be
unsuccessful in its defense and the insurance  coverage proves to be inadequate,
Cascade's assets could be subject to an adverse  judgment.  This could result in
the loss of the Cascade  investment,  which could result in the recapture of tax
credits and certain prior tax deductions.  As a result,  there is an uncertainty
as to the Partnership's  ability to ultimately realize the carrying value of its
investment  in  Cascade,  which  totaled  $284,857  at December  31,  2002.  The
Partnership's  financial statements,  presented elsewhere herein, do not reflect
any adjustments that may result from any unfavorable outcome that may occur upon
the ultimate resolution of this uncertainty.

One Local Limited Partnership, Patten Towers L.P. II ("Patten Towers"), in which
the Partnership owns a 99% interest,  has a promissory note payable  aggregating
approximately  $6,025,000  which was funded with  proceeds  from the issuance of
Multifamily  Housing Revenue Bonds as of December 31, 2001. Patten Towers failed
to make timely principal  payments of approximately  $233,000 for the year ended
December 31, 2001 in accordance with the note payable.  Consequently,  the Local
Limited  Partnership  is in default of its bond covenants and the property could
be foreclosed on by the Bond Trustee to satisfy its obligations under the bonds.
These conditions raise substantial  doubt as to the Local Limited  Partnership's
ability to continue as a going  concern.  Patten  Towers is working to refinance
the  property  and to payoff the bonds,  but as of December 4, 2002 the past due
principal  payments  owed have not been  paid,  and the bonds are fully  payable
under the event of default.  The lender is working with Patten  Towers to assist
in improving  property  operations and has held off pursuing  foreclosure action
against the  property.  There can be no  assurances  that Patten  Towers will be
successful in its refinancing. Accordingly, Patten Towers is subject to the risk
of foreclosure and sale of the property by the lender, which would result in the
loss and  potential  recapture of certain tax losses and the tax  credits.  As a
result,  there is an uncertainty as to the  Partnership's  ability to ultimately
realize the carrying  value of its  investment in Patten  Towers,  which totaled
$1,496,337  at  December  31,  2002.  The  Partnership's  financial  statements,
presented  elsewhere herein, do not reflect any adjustments that may result from
any  unfavorable  outcome  that may occur upon the ultimate  resolution  of this
uncertainty.  At December 31, 2002,  the  Partnership  had advanced  $133,268 to
Patten Towers to  facilitate a workout  plan. A promissory  note was executed by
the  Partnership  and Patten  Towers  for the  aforementioned  advance  totaling
$132,473  plus  interest  equal to 10% per annum,  payable  by Patten  Towers on
demand or by August 9, 2012.

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.  Loss of the Heritage  investment  could result in the  cessation  and
recapture of tax credits and certain prior tax deductions.

                                       16
<PAGE>




Financial Condition

The Partnership's  assets at December 31, 2002 consisted primarily of $21,000 in
cash, a receivable of $133,000 and aggregate  investments in the seventeen Local
Limited  Partnerships of $8,123,000.  Liabilities at December 31, 2002 primarily
consisted of $4,000 of accrued expenses and $267,000 of accrued asset management
fees and expenses payable to the General Partner and affiliates.

Results of Operations

Three months ended December 31, 2002 Compared to Three months Ended December 31,
2001.  The  Partnership's  net loss for the three months ended December 31, 2002
was $(297,000),  reflecting an increase of $80,000 from the net loss experienced
for the three months ended December 31, 2001 of $(217,000). The $80,000 increase
in net loss is primarily due to an increase in equity in losses of Local Limited
Partnerships  of $130,000 to $(269,000)  for the three months ended December 31,
2002 from  $(139,000) for the three months ended December 31, 2001. The increase
in equity in losses of limited  partnerships  was  offset by a decrease  in loss
from  operations of $50,000 to $(28,000) for the three months ended December 31,
2002  from  $(78,000)  for the  three  months  ended  December  31,  2001 due to
decreases in legal and accounting  fees of $23,000 and other expenses of $28,000
for the three months ended December 31, 2002.

Nine months ended  December 31, 2002 Compared to Nine months Ended  December 31,
2001. The Partnership's net loss for the nine months ended December 31, 2002 was
$(948,000), reflecting an increase of $540,000 from the net loss experienced for
the nine months ended December 31, 2001 of $(408,000).  The $540,000 increase in
net loss for the nine months ended  December  31, 2002 is  primarily  due to the
gain on disposal of an  investment of $168,000 in 2001 along with an increase of
$389,000 in equity in losses of limited  partnerships to $(807,000) for the nine
month period ended  December 31, 2001 from  $(418,000) for the nine month period
ended   December  31,  2001.  The  increase  in  equity  in  losses  of  limited
partnerships  was offset by a  decrease  in loss from  operations  of $17,000 to
$(141,000) for the nine months ended  December 31, 2002 from  $(158,000) for the
nine months ended  December  31, 2001 due to a decrease in legal and  accounting
fees  of  $30,000,  which  was  offset  by an  increase  in  other  expenses  of
approximately $11,000 for the nine months ended December 31, 2002.


Cash Flows

Nine months ended  December 31, 2002 Compared to Nine months Ended  December 31,
2001.  Net decrease in cash during the nine months  ended  December 31, 2002 was
$(57,000)  compared to a net increase in cash for the nine months ended December
31,  2001 of  $57,000.  The  $(114,000)  decrease  was due  largely to  proceeds
received on disposal of an investment  in 2001 of $168,000,  which did not recur
in 2002,  and a decrease  in  distributions  of  $16,000,  which was offset by a
decrease  in cash used in  operating  activities  of $70,000 for the nine months
ended December 31, 2002 .


During the nine months ended December 31, 2002, accrued payables,  which consist
of related party management fees and  reimbursements  due to the General Partner
and accrued  expenses,  increased  by  $179,000.  The General  Partner  does not
anticipate that the accrued fees and reimbursements will be paid until such time
as capital reserves are in excess of foreseeable working capital requirements of
the partnership.

The  Partnership  does not expect  its  future  cash  flows,  together  with its
available net assets at December 31, 2002 to be sufficient to meet all currently
foreseeable future cash requirements. Accordingly the General Partner has agreed
to provide  advances  sufficient  to fund the  operations  and  working  capital
requirements of the Partnership through January 1, 2004.

                                       17
<PAGE>



Impact of New Accounting Pronouncements

In October 2001, the FASB issued Statement of Financial Accounting Standards No.
144,  "Accounting  for the  Impairment or Disposal of Long-Lived  Assets" ("SFAS
144"), which addresses  accounting and financial reporting for the impairment or
disposal of long-lived assets.  SFAS 144 is effective for fiscal years beginning
after  December 15, 2001,  and generally,  is to be applied  prospectively.  The
Partnership  does  not  expect  SFAS  144  to  have  a  material  impact  on the
Partnership's financial position or results of operations.

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with  Exit or  Disposal  Activities."  SFAS No.  146  addresses  accounting  and
reporting for costs  associated  with exit or disposal  activities and nullifies
Emerging  Issues Task Force Issue No. 94-3,  "Liability  Recognition for Certain
Employee  Termination  Benefits  and Other Costs to Exit an Activity  (Including
Certain  Costs  Incurred  in a  Restructuring)."  SFAS No. 146  requires  that a
liability for a cost associated with an exit or disposal  activity be recognized
and measured  initially at fair value when the  liability is incurred.  SFAS No.
146 is  effective  for exit or  disposal  activities  that are  initiated  after
December 31, 2002, with early application  encouraged.  The Partnership does not
expect  SFAS  146 to  have a  material  impact  on the  Partnership's  financial
position or results of operations.

Item 3.   Quantitative and Qualitative Disclosures Above Market Risks

          NONE

Item 4.   Procedures and Controls

          Within  the 90 days  prior to the  date of this  report,  the  General
          Partner  of the  Partnership  carried  out an  evaluation,  under  the
          supervision and with the  participation  of the General  Partnership's
          management,  including the General  Partner's Chief Executive  Officer
          and Chief Financial  Officer,  of the  effectiveness of the design and
          operation of the  Partnership's  disclosure  controls  and  procedures
          pursuant to Exchange Act Rule 13a- 14. Based upon that evaluation, the
          Chief Executive Officer and Chief Financial Officer concluded that the
          Partnership's disclosure controls and procedures are effective.  There
          were no significant changes in the Partnership's  internal controls or
          in other  factors  that  could  significantly  affect  these  controls
          subsequent to the date of their evaluation.

                                       18
<PAGE>


Part II.  Other Information

 Item 1.  Legal Proceedings

          During  2000,   Associates  identified  a  potential  problem  with  a
          developer  who,  at the time,  was the local  general  partner in nine
          Local  Limited  Partnerships.   The  Partnership  has  a  99%  limited
          partnership interest in nine of those nine Local Limited Partnerships.
          Those  investments are Alliance  Apartments I, Evergreen  Apartments I
          and Hastings  Apartments I. All the properties  continue to experience
          operating  deficits.  The local  general  partner  ceased  funding the
          operating  deficits,  which placed the Local Limited  Partnerships  in
          jeopardy of foreclosure.  Consequently, Associates voted to remove the
          local  general  partner  and the  management  company  from the  Local
          Limited  Partnerships.  After the local general partner  contested its
          removal,  Associates  commenced  legal  action  on behalf of the Local
          Limited   Partnerships  and  was  successful  in  getting  a  receiver
          appointed to manage the Local Limited Partnerships and an unaffiliated
          entity  appointed as property  manager.  Associates  was  subsequently
          successful  in attaining a summary  judgment to confirm the removal of
          the local general partner,  the receiver was discharged and Associates
          now controls all nine of the Local Limited Partnerships.

          The  nine  Local  Limited  Partnerships  (hereinafter  referred  to as
          "Defendants")  were defendants in a separate lawsuit.  The lawsuit was
          filed by eight other  partnerships  in which the local general partner
          of  the  Local   Limited   Partnerships   is  or  was  involved   (the
          "Plaintiffs").  The Plaintiffs  allege that the local general  partner
          accepted funds from the  Plaintiffs and improperly  loaned these funds
          to the  Defendants.  In July 2001,  this  lawsuit  was  settled for an
          aggregate  amount  of  $35,000  of which the  Partnership's  share was
          approximately $17,500.

          The  Partnership has a 99% limited  partnership  investment in Cascade
          Pines, L.P. II ("Cascade"). Cascade is a defendant in a wrongful death
          lawsuit and related injury lawsuits. Cascade carries general liability
          and extended  liability  insurance.  The wrongful death claim has been
          compromised,  released and dismissed.  Liability insurance covered the
          settlement.  In the related injury lawsuits, the insurers for both the
          general  liability,  limited to $2  million,  and  extended  liability
          insurance,  limited  to  a  further  $15  million,  have  acknowledged
          coverage for the potential  loss,  should the outcome be  unfavorable.
          Discovery  for  the  related  injury  lawsuits  is  ongoing,  but  the
          management  of Cascade and WNC are unable to determine  the outcome of
          these  lawsuits  at  this  time  or  their  impact,  if  any,  on  the
          Partnership's financial statements.

          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. Loss of the Heritage investment could
          result in the cessation and recapture of tax credits and certain prior
          tax deductions.

 Item 5.  Other Information

          Wilfred N. Cooper, Jr. has assumed the role of Chief Executive Officer
          of WNC & Associates.  Wilfred N. Cooper,  Sr. who previously  held the
          role of Chief Executive Officer remains the Chairman of The Board.

 Item 6.  Exhibits and Reports on Form 8-K

 (a)      Reports on Form 8-K.
          ---------------------

 1.       NONE

 (b)      Exhibits.
         -----------

 99.1     Certification  pursuant to 18 U.S.C.  Section 1350 as adapted pursuant
          to Section 906 of the Sarbanes-Oxley Act of 2002.

                                       19
<PAGE>




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

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

By:  WNC & ASSOCIATES, INC.         General Partner



By:  /s/ Wilfred N Cooper, Jr.
     --------------------------

Wilfred N Cooper, Jr.
President and Chief Executive Officer of WNC & Associates, Inc.

Date:  February 14, 2003



By:  /s/ Thomas J. Riha
     -------------------

Thomas J. Riha
Vice President and Chief Financial Officer of WNC & Associates, Inc.

Date:  February 14, 2003


                                       20
<PAGE>


                                 CERTIFICATIONS

     I,   Wilfred N. Cooper, Jr., certify that:

     1.   I have reviewed this quarterly  report on Form 10-Q of WNC Housing Tax
          Credit Fund V, L.P. Series 3;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in Exchange  Act Rules  13a-14 and 15d-14) for the  registrant
          and we have:

          (a) designed such  disclosure  controls and  procedures to ensure that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

          (b)  evaluated  the  effectiveness  of  the  registrant's   disclosure
          controls  and  procedures  as of a date  within  90 days  prior to the
          filing date of this quarterly report (the "Evaluation Date"); and

          (c)  presented  in this  quarterly  report our  conclusions  about the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit  committee  of  registrant's  board  of  directors  (or  persons
          performing the equivalent function):

          (a)  all  significant  deficiencies  in the  design  or  operation  of
          internal  controls  which  could  adversely  affect  the  registrant's
          ability to record,  process,  summarize and report  financial data and
          have identified for the registrant's  auditors any material weaknesses
          in internal controls; and

          (b) any fraud,  whether or not material,  that involves  management or
          other  employees  who  have a  significant  role  in the  registrant's
          internal controls; and

     6.   The registrant's other certifying officer and I have indicated in this
          quarterly  report  whether  or not there were  significant  changes in
          internal controls or in other factors that could significantly  affect
          internal   controls   subsequent  to  the  date  of  our  most  recent
          evaluation,   including   any   corrective   actions  with  regard  to
          significant deficiencies and material weaknesses.

     Date: February 14, 2003


     /s/  Wilfred N. Cooper, Jr.,
     ----------------------------

     President and Chief Executive Officer of WNC & Associates, Inc.

                                       21
<PAGE>


                                 CERTIFICATIONS

          I,   Thomas J. Riha, certify that:

          1.   I have reviewed this quarterly report on Form 10-Q of WNC Housing
               Tax Credit Fund V, L.P. Series 3;

          2.   Based on my knowledge, this quarterly report does not contain any
               untrue  statement of a material  fact or omit to state a material
               fact  necessary  to make  the  statements  made,  in light of the
               circumstances   under  which  such   statements  were  made,  not
               misleading  with respect to the period  covered by this quarterly
               report;

          3.   Based  on my  knowledge,  the  financial  statements,  and  other
               financial  information included in this quarterly report,  fairly
               present in all material respects the financial condition, results
               of  operations  and cash flows of the  registrant as of, and for,
               the periods presented in this quarterly report;

          4.   The registrant's  other certifying  officer and I are responsible
               for   establishing  and  maintaining   disclosure   controls  and
               procedures  (as defined in Exchange  Act Rules 13a-14 and 15d-14)
               for the registrant and we have:

               (a) designed such  disclosure  controls and  procedures to ensure
               that material information  relating to the registrant,  including
               its  consolidated  subsidiaries,  is made  known to us by  others
               within those  entities,  particularly  during the period in which
               this quarterly report is being prepared;

               (b) evaluated the  effectiveness of the  registrant's  disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

               (c) presented in this quarterly report our conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

          5.   The registrant's  other certifying  officer and I have disclosed,
               based on our most recent evaluation, to the registrant's auditors
               and the audit  committee of  registrant's  board of directors (or
               persons performing the equivalent function):

               (a) all  significant  deficiencies  in the design or operation of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

               (b) any fraud, whether or not material,  that involves management
               or  other   employees  who  have  a   significant   role  in  the
               registrant's internal controls; and

          6.   The registrant's other certifying officer and I have indicated
                  in this quarterly report whether or not there were significant
                  changes in internal controls or in other factors that could
                  significantly affect internal controls subsequent to the date
                  of our most recent evaluation, including any corrective
                  actions with regard to significant deficiencies and material
                  weaknesses.

          Date: February 14, 2003

          /s/  Thomas J. Riha
          -------------------



          Vice-President - Chief Financial Officer of WNC & Associates, Inc.

                                       22