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 March 31, 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) 662-5565


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



<PAGE>


Part I.  Financial Information

Item 1.  Financial Statements


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

                               INDEX TO FORM 10-Q

                      FOR THE QUARTER ENDED MARCH 31, 1997




PART I. FINANCIAL INFORMATION
Item 1.  Financial Statements-Series 3
Balance Sheet, March 31, 1997 and December 31, 1996                           3

Statement of Operations For the Three Months Ended March 31, 1997 and 1996    4

Statement of Partners' Equity For the Three Months Ended March 31, 1997 
and 1996                                                                      5

Statement of Cash Flows For the Three Months Ended March 31, 1997 and 1996    6

Notes to Financial Statements                                                 7


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          17

Signatures                                                                   18



<PAGE>



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

                           BALANCE SHEETS
                   March 31, 1997 and December 31, 1996

                                              1997                     1996
                                              ----                     ----
                                               
                              ASSETS

   Cash and cash equivalents         $     4,460,521         $       2,567,217
   Subscriptions receivable - Note 7               -                 2,195,000
   Loans Receivable - Note 2                 276,609                   522,190
   Investment in limited
    partnerships - Note 3                 12,536,923                12,782,751
   Other assets                                7,484                   105,998
                                         -----------               -----------
                                                       
                                     $    17,281,537         $      18,173,156
                                         ===========               ===========


                   LIABILITIES AND PARTNERS' EQUITY

   Liabilities:
   Payable to limited 
    partnerships - Note 5           $      2,006,400         $       2,822,885
   Accrued fees and expenses due to
    general partner 
    and affiliates - Note 4                  125,625                    43,807
                                         -----------               -----------
                                           2,132,025                 2,866,692
                                         -----------               -----------

   Commitments and contingencies - Note 8 
   Partners' equity (deficit):
    General partner                          (23,446)                  (21,876)
    Limited partners (25,000 units
     authorized, 18,000 units issued
     and outstanding)                     15,172,958                15,328,340
                                         -----------               -----------

   Total partners' equity                 15,149,512                15,306,464
                                         -----------               -----------
                                    $     17,281,537         $      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 Months Ended March 31, 1997 and 1996



                                                  1997                 1996
                                                  ----                 ----

Interest income                            $        47,745        $      5,594
                                                  --------            --------

Operating expenses:
Amortization                                         8,989               4,387
Asset management fees (Note 4)                      12,376               4,867
Legal and accounting                                    47                   -
Other                                                  506                   5
                                                  --------            --------

Total operating expenses                            21,918               9,259
                                                  --------            --------

Income (loss) from operations                       25,827              (3,665)

Equity in loss from           
 limited partnerships                             (175,500)             (1,534)
                                                  --------            -------- 

Net loss                                   $      (149,673)       $     (5,199)
                                                  ========            ======== 

Net loss allocated to:
  General partner                          $        (1,497)       $        (52)
                                                  ========            ======== 

  Limited partners                         $      (148,176)       $     (5,147)
                                                  ========            ======== 

Net loss per weighted limited      
  partner unit (18,000 and 5,777)          $         (8.23)       $      (0.89)
                                                  ========            ======== 



                                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 Three Months Ended March 31, 1997 and 1996

For the Three Months Ended March 31, 1997
-----------------------------------------

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

Equity (deficit), 
 December 31, 1996       $     (21,876)   $     15,328,340    $     15,306,464
                                                  
Offering expenses                  (73)             (7,206)             (7,279)
                                                             

Net loss for the three months   
 ended March 31, 1997           (1,497)           (148,176)           (149,673)
                           -----------         -----------         ----------- 

Equity (deficit),
 March 31, 1997          $     (23,446)    $    15,172,958     $    15,149,512
                           ===========         ===========         ===========


For the Three Months Ended March 31, 1996
-----------------------------------------


Equity (deficit), 
 December 31, 1995       $      (6,029)     $    3,852,212     $     3,846,183

Capital contributions                            2,582,000           2,582,000

Offering expenses               (3,506)           (347,141)           (350,647)

Capital issued for notes receivable                (37,000)            (37,000)

Net loss for the three months
 ended March 31, 1996              (52)             (5,147)             (5,199)
                          ------------         -----------         ----------- 

Equity (deficit), 
 March 31, 1996          $      (9,587)     $    6,044,924     $     6,035,337
                          ============         ===========         ===========

                              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 Three Months Ended March 31, 1997 and 1996

Cash flows used by operating activities:
  Net loss                                    $      (149,673)    $     (5,199)
                                                      
    Adjustments to reconcile net loss to net 
     cash used in operating activities:
      Equity in loss of limited partnerships          175,500            1,534
      Amortization                                      8,989            4,387
      Asset management fee                             12,376            4,867
      Change in other assets                           98,514           (1,249)
      Accrued fees and expense due
       to general partner and affiliates                2,456                0
                                                   ----------       ----------
        Net cash provided by operating activities     148,162            4,340
                                                   ----------       ----------

Cash flows used by investing activities:
  Investment in limited partnerships                 (510,565)      (5,454,641)
  Increase in capital contributions payable                          1,988,656
  Decrease in cash in escrow                                         1,873,262
  Decrease in loans receivable                                         661,306
   Distribution from local limited partnership          1,000
  Acquisition fees                                          -         (196,420)
                                                   ----------       ---------- 
   Net cash used by investing activities             (509,565)      (1,127,837)
                                                   ----------       ---------- 

Cash flows provide by financing activities:
 Payment of subscriptions receivable                2,195,000        2,545,000
 Decrease in loan receivable                                            70,750
 Offering costs and sales commissions                  (8,803)        (350,646)
 Receipts/(payment) of advances from affiliates        68,510         (584,797)
                                                   ----------       ---------- 
  Net cash provided by financing activities         2,254,707        1,680,307
                                                   ----------       ----------

Net increase in cash and cash equivalents           1,893,304          556,810
Cash and cash equivalents, beginning of period      2,567,217          660,999
                                                   ----------       ----------

Cash and cash equivalent, end of period     $       4,460,521    $   1,217,809
                                                   ==========       ==========



                               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 Three Months Ended March 31, 1997


SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES:

During the three  months ended  March 31, 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                                         $       268,831
Application of loans receivable to acquisitions                       (245,581)
Decreases due to various price adjuster provisions in the  
 respective limited partnership agreements                            (329,170)
Application of cash in escrow                                       (1,873,262) 
                                                                    ----------  
Net non-cash adjustments to the Partnership's 
 payable to limited partnerships                               $       305,920
                                                                    ==========


During the three months ended March 31, 1997, the Partnership incurred,  but did
not pay, $8,989 in management fees. (see Note 4 ).














                                    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 March 31,
1997 the results of  operations  and changes in cash flows for the three  months
ended  March  31,  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 at  December  31,  1996 were  applied to capital
contributions due for limited  partnership  interests  acquired in January 1997.
The remaining  $276,609 was applied to a limited  partnership  interest acquired
subsequent to March 31, 1997 (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 March 31,1997, the Partnership had acquired limited partnership  interests
in seventeen limited  partnerships each of which owns one apartment complex.  As
of  March  31,1997,  construction  and  rehabilitation  of 14 of  the  apartment
complexes had been completed. The remaining three 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 March  31,1997 and
December 31, 1996:
                                               1997                   1996
                                               ----                   ----

Investment Balance - Beginning of period $   6,691,672       $       1,046,532
Capital contributions to limited partnerships  756,146               3,465,985
Tax credit adjustments and distributions from
 limited partnerships                         (330,170)
Capital contributions payable to limited 
 partnerships                                 (487,315)              1,988,656
Capitalized acquisition fees and costs                                 196,420
Equity in loss of limited partnership         (175,500)                 (1,534)
Amortization of capitalized acquisition costs   (8,989)                 (4,387)
                                            ----------              ----------  

Investment Balance - end of period       $   6,445,844       $       6,691,672
                                            ==========              ==========

Selected financial information for the three months ended March 31,1997 and 1996
from the combined financial  statements of the limited partnerships in which the
partnership has invested is as follows:
                                               1997                   1996
                                               ----                   ----

Total revenue                            $   1,119,000       $           8,280
                                            ----------              ---------- 

Interest expense                               417,000                   2,020
Depreciation                                   210,000                   2,630
Operating expenses                             669,000                   5,180
                                            ----------              ---------- 
Total expenses                               1,296,000                   9,830
                                            ----------              ---------- 

Net loss                                $     (177,000)      $          (1,550)
                                            ==========              ========== 

Net loss allocable to the Partnership   $     (175,500)      $          (1,534)
                                            ==========              ========== 
                                        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 three months
     ended March 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 three  months  ended  March  31,1997  the  Partnership  incurred
     organizational,  offering and selling  expenses of $0, $1,904,  and $5,375,
     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 $12,376 for the three months ended March 31,1997.

         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 March 31,1997 and
December 31, 1996:

                                                   1997               1996
                                                   ----               ----
Acquisition fees                            $     42,551          $     42,551
Advances made for acquisition costs, 
 organizational, offering and selling expenses     8,831                 7,899
Asset management fees                             74,243                61,867
Advance for acquisition of property                    0               (68,510)
                                                --------              -------- 
                                            $    125,625          $     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 March 31,1997  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 three months  ended March  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 June  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

In addition to the seventeen local limited partnerships discussed in Note 3, the
Partnership  has  subsequently  acquired  an interest  in one  additional  local
limited  partnership.  This  investment  commits the  Partnership  to additional
capital contributions of approximately $1,619,000.  This consist of total amount
to be invested of approximately  $1,896,000 less approximately  $277,000 paid by
the Partnership as of March 31, 1997. (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").

As of March 31, 1997,  the  Partnership  had received  subscriptions  for 18,000
Units  consisting of cash,  notes  receivable  and  subscriptions  receivable of
$17,503,985 and $55,000, and $0, respectively.

Liquidity and Capital Resources

Overall,  as reflected in its Statement of Cash Flows, the Partnership had a net
increase in cash and cash equivalents of approximately  $1,893,000 for the three
months  ended  March  31,  1997.  This  increase  in cash  was  provided  by The
Partnership's  financing  activities,  including the proceeds from the offering.
Cash  from  financing  activities  for  the  period  ended  March  31,  1997  of
approximately  $2,255,000 was sufficient to fund the investing activities of the
Partnership  during  such  period  in  the  aggregate  amount  of  approximately
$510,000,   which  consisted  primarily  of  capital  contributions  to  Limited
Partnerships.  Cash  provided  and  used  by  the  operating  activities  of the
Partnership  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 March 31, 1997 and December 31, 1996 the Partnership was indebted to WNC &
Associates,   Inc.  in  the  amount  of  approximately   $126,000  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 $9,000 and $8,000, respectively,  accrued
asset management fees of approximately  $74,000 and $62,000 respectively and due
to an affiliate of the general partner approximately $0 and $(69,000).

                                    13                                     
<PAGE>
As of March 31, 1997, the  Partnership  has received and accepted  subscriptions
funds in the amount of $17,504,000, of which $55,000 currently is represented by
Promissory  Notes.  As of May 31, 1997,  as of March 31, 1997 and as of December
31, 1996, the Partnership had made capital contributions to Limited Partnerships
in  the  amount  of  approximately   $11,603,000,   $9,847,000  and  $9,091,000,
respectively,  and had  commitments  for  additional  capital  contributions  of
approximately $2,146,000, $2,006,000 and $2,823,000,  respectively. Further, the
Partnership had loans outstanding to Limited Partnerships as of May 31, 1997, as
of March 31, 1997 and as of December 31, 1996, of approximately $0, $276,600 and
$522,200,  respectively.  Of the amount  outstanding  as of December  31,  1996,
approximately   $245,600  was  loaned  to  ESCATAWPA  and  was  applied  to  the
Partnership's  purchase  price  upon  acquisition  of that  Limited  Partnership
Interest in January 1997. The balance of $277,000 was loaned to BROADWAY and was
applied to the  Partnership's  purchase  price upon  acquisition of that Limited
Partnership Interest in April 1997.

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  will  establish  working  capital  reserves  of at least 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.

                                 14
<PAGE>
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.

Results of Operations

As of March 31, 1997 and December 31, 1996 the  Partnership  had acquired 17 and
16  Limited  Partnership  Interests,   respectively.  Each  of  the  17  Limited
Partnerships  receives or is expected to receive government  assistance and each
of them has  received a  reservation  for Housing Tax  Credits.  As of March 31,
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 March  31,  1997  reflected  in the
Statement of Operations of the  Partnership  is not indicative of the amounts to
be reported in future years.

                                   15
<PAGE>
As reflected on its  Statements of  Operations,  the  Partnership  had a loss of
approximately  $150,000 for the three months ended March 31, 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.

                                   16
<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 the quarter ended March 31, 1997.















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<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/ John B. Lester, Jr
-----------------------------------------------

John B. Lester, Jr., President

Date: June 12, 1997

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

Date: June 12, 1997













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