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 June 30, 1997

                                       OR

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

For the transition period from ________ to ___________

Commission file number: 0-21895


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

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

California                                33-6163848

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

3158 Redhill Avenue, Suite 120, Costa Mesa, CA  92626
(714) 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>


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

                               INDEX TO FORM 10-Q

                       FOR THE QUARTER ENDED JUNE 30, 1997




PART I. FINANCIAL INFORMATION
Item 1.  Financial Statements

      Balance Sheet, June 30, 1997 and December 31, 1996...............3

      Statement  of  Operations  For the Three  months and Six         
           months Ended June 30, 1997 and 1996 ........................4

      Statement of Partners'  Equity For the Six months Ended      
           June 30, 1997 and 1996......................................5

      Statement  of Cash Flows For the Six  months  Ended 
           June 30, 1997 and 1996......................................6

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


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

PART II. OTHER INFORMATION
      Item 6. Exhibits and Reports on Form 8-K .......................16

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


<PAGE>



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

                             BALANCE SHEETS
                  June 30, 1997 and December 31, 1996

                                               1997              1996
                                               ----              ----
                                 ASSETS

Cash and cash equivalents                 $   3,021,834     $  2,567,217
                                                     
Subscriptions receivable - Note 7
                                                      -        2,195,000
Loans Receivable - Note 2
                                                      -          522,190
Investment in limited
 partnerships - Note 3
                                             14,477,579       12,782,751
Other assets
                                                  3,072          105,998
                                           ------------     ------------
                                          $  17,502,485     $ 18,173,156 
                                          =============     ============ 
                                           
                                            


                    LIABILITIES AND PARTNERS' EQUITY

Liabilities:
Payable to limited partnerships -         $                 $
Note 5                                        2,253,455        2,822,885
Accrued fees and expenses due to
 general partner and affiliates -
Note 4                                          131,947           43,807
                                              ---------        ---------
                                              2,385,402        2,866,692
                                              ---------        ---------
                    
Commitments and contingencies - Note 8

Partners' equity (deficit):
 General partner
                                                (24,020)         (21,876)
 Limited partners (25,000 units
  authorized, 18,000 units issued
  and outstanding)
                                             15,141,103       15,328,340
                                             ----------       ----------
Total partners' equity
                                             15,117,083       15,306,464
                                            -----------       ----------
                                          $  17,502,485     $ 18,173,156 
                                          =============     ============ 


                               UNAUDITED
             See Accompanying Notes to Financial Statements

                                   3


<PAGE>



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

                            STATEMENT OF OPERATIONS
           For the Three and Six Months Ended June 30, 1997 and 1996

                                    1997                    1996
                                    ----                    ----

                             Three        Six        Three        Six
                             Months      Months      Months      Months
                             ------      ------      ------      ------

Interest income            $ 22,966    $ 70,711    $ 30,910   $ 36,504
                             ------     -------     -------    -------
                             
Operating expenses:

Amortization                  8,989      17,978       3,768       8,155
Asset management fees
   (Note 4)                  12,375      24,751      19,883      24,750
Legal and accounting          2,453       2,500       1,864       1,864
Other                         8,278       8,784       3,242       3,247
                             ------      ------      ------      ------

Total operating expenses     32,095      54,013      28,757      38,016
                             ------      ------      ------     ------

Income (loss) from
operations                   (9,129)      16,698      2,153      (1,512)

Equity in loss from
 limited partnerships       (47,900)    (223,400)   (43,666)    (45,200)
                            --------    --------   --------    --------

Net loss                   $(57,029)   $(206,702)  $(41,513)   $(46,712)
                            ========    ========    ========    ========

Net loss allocated to:
  General partner          $   (570)   $  (2,067)  $   (415)   $   (467)
                               =====     =======       =====       =====

  Limited partners         $(56,459)   $(204,635)  $(41,098)   $(46,245)
                            ========    ========   ========    ========

Net loss per weighted
 limited partner unit 
 (18,000and 9,009)         $  (3.14)    $  (11.37)  $  (4.56)  $  (5.13)
                             ======       =======     ======     ======


                               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 Six Months Ended June 30, 1997 and 1996

For the Six  Months Ended June 30, 1997
---------------------------------------

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

Equity (deficit), 
   December 31, 1996          $ (21,876)    $ 15,328,340    $ 15,306,464

Offering expenses                   (77)          (7,602)         (7,679)

Net loss for the six
 months ended June 30, 1997      (2,067)        (204,635)       (206,702)
                                 -------        ---------      ---------

Equity (deficit), 
 June 30, 1997               $  (24,020)    $ 15,141,103    $ 15,117,083
                                ========      ==========      ==========


For the Six  Months Ended June 30, 1996
---------------------------------------

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

Capital contributions                         13,060,580      13,060,580

Offering expenses               (13,637)      (1,350,089)     (1,363,726)

Capital issued for notes
receivable                                    (2,221,315)     (2,221,315)

Net loss for the six months 
  ended June 30, 1996              (467)         (46,245)        (46,712)

                                  -----         --------        --------
Equity (deficit),
 June 30, 1996              $   (20,133)    $ 13,295,143       13,275,010
                                ========     ===========       ==========


             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 Six Months Ended June 30, 1997 and 1996

                                                   1997           1996
                                                   ----           ----
Cash flows provided by operating activities:
  Net loss                                   $  (206,702)    $  (46,712)
                                               
                                            
    Adjustments to reconcile net loss
     to net cash provided by operating
     activities:
        Equity in loss of limited
         partnerships                            223,400         45,200
        Amortization                              17,978          8,155
        Asset management fee                      24,751         24,750
        Change in other assets                   102,926        (18,461)
        Accrued fees and expense due
         to general partner and affiliates          (121)          (734)
                                                 -------        ------- 
           Net cash provided by operating 
            activities                           162,232         12,198
                                                 -------         ------
                                                            
Cash flows used by investing activities:
  Investment in limited partnerships          (1,990,496)    (1,710,386)
   Distribution from local limited
    partnership                                    8,340
  Acquisition fees                                (1,290)      (664,382)
                                                  ------       -------- 
           Net cash used by investing
            activities                        (1,983,446)    (2,374,768)
                                              ----------     ---------- 
     

Cash flows provided by financing activities:
  Capital contributions from partners          2,220,000      9,638,135
  Offering costs and sales commissions           (12,679)    (1,345,638)
  Receipts of advances from affiliates            68,510              - 
                                                --------     -----------
           Net cash provided by
            financing activities               2,275,831      8,292,497
                                              ----------     ----------

Net increase in cash and cash
equivalents                                      454,617      5,929,927
Cash and cash equivalents, beginning
of period                                      2,567,217        660,999
                                              ----------      ---------

Cash and cash equivalent, end of period     $  3,021,834    $ 6,590,926
                                               =========      =========





                               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 Six months Ended June 30,1997 and 1996


SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES:

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

       Increases due to acquisition of limited                $2,272,426
       partnership interests
       Application of loans receivable to acquisitions          (522,190)
       Decreases due to various price adjuster
       provisions in the respective limited 
       partnership agreements                                   (329,170)
                                                               ---------
       
       Net non-cash adjustments to the Partnership's
        payable to limited partnerships                       $1,421,066
                                                              ==========


During the six months ended June 30,1997, the Partnership incurred,  but did not
pay, $24,751 in management fees. (see Note 4).


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

During the six months ended June 30, 1996, the Partnership incurred, but did not
pay,  $17,688 of payables to  affiliates  for  acquisitions  costs and  offering
expenses.

During the six months ended June 30, 1996, the Partnership incurred, but did not
pay,  $3,159,708 of payables to limited  partnerships;  the Partnership  applied
cash in escrow of $1,873,262  and loans  receivable  of $630,765 (in  connection
with its investments in limited partnerships.

During the six months ended June 30, 1996,  $1,201,130 of capital  contributions
were recorded as subscriptions receivable.

During the six months ended June 30, 1996, the Partnership incurred, but did not
pay, $24,750 in management fees.










                                    UNAUDITED
                       See Accompanying Notes to Financial Statements

                                             7


<PAGE>




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

                          NOTES TO FINANCIAL STATEMENTS


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

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

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

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

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

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

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







                                             8


<PAGE>


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

                     NOTES TO FINANCIAL STATEMENTS-CONTINUED


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

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

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

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

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

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

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

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

                                             9


<PAGE>


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

                     NOTES TO FINANCIAL STATEMENTS-CONTINUED

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

As of June 30, 1997, the Partnership had acquired limited partnership  interests
in eighteen limited partnerships each of which owns one apartment complex. As of
June 30, 1997,  construction and rehabilitation of 14 of the apartment complexes
had  been  completed.   The  remaining  four  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 June  30,1997  and
December 31, 1996:
                                                       1997             1996
                                                       ----             ----
  Investment Balance - Beginning of period       $  12,782,751     $  1,046,532
             
  Capital contributions to limited partnerships        756,146        8,693,189
  Distributions from limited partners                   (8,340)
  Capital contributions payable to 
     limited partnerships                            1,187,110        2,513,033
  Capitalized acquisition fees and costs                 1,290          738,504
  Equity in loss of limited partnerships              (223,400)        (185,071)
  Amortization of capitalized acquisition costs        (17,978)         (23,436)
                                                    ----------       ---------- 
   Investment Balance - End of period             $ 14,477,579    $  12,782,751
                                                    ==========       ==========

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

                                                1997             1996
                                                ----             ----

Total revenue                             $   2,324,000    $     278,000
                                              ---------          -------

Interest expense                                680,000           67,000
Depreciation                                    429,000           77,000
Operating expenses                            1,440,000          180,000
                                              ---------          -------
Total expenses                                2,549,000          324,000
                                              ---------          -------

Net loss                                  $    (225,000)    $    (46,000)
                                              =========         ========
Net loss allocable to the Partnership     $    (223,400)    $    (45,200)
                                               ========         ======== 




                                             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 six 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
   six months  ended  June  30,1997  the  Partnership  incurred  organizational,
   offering and selling expenses of $0, $1,904, and $5,775, respectively.

      An annual  management  fee equal to the  greater  of (i)  $2,000  for each
   apartment  complex  or (ii)  .275% of the  gross  proceeds,  in  either  case
   increased or decreased  based on annual  changes in the Consumer Price Index.
   However,  the maximum fee may not exceed .2% of the invested  assets (defined
   as the Partnership's  capital  contributions plus its allocable percentage of
   the permanent financing) of the local limited  partnerships.  The Partnership
   has incurred fees of $24,751 for the six months ended June 30,1997.

      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 June 30,1997 and
December 31, 1996:

                                                  1997           1996
                                                  ----           ----
Acquisition fees                             $  42,551       $  42,551
Advances  made for  acquisition  costs,
organizational,  offering  and  selling          2,778           7,899
expenses
Asset management fees                           86,618          61,867
Advance for acquisition of property                  0         (68,510)
                                              --------        --------
                                            $  131,947      $   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 June 30, 1997  represents  amounts which are
due at various  times based on  conditions  specified  in the  respective  local
limited partnership agreements. These contributions are payable in installments,
generally due upon the local limited  partnership  achieving  certain  operating
benchmarks,  and are  generally  expected  to be paid  within  two  years of the
Partnership's initial investment.


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

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

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

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






                                             12

<PAGE>



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

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

As of June 30, 1997, the Partnership had received subscriptions for 18,000 Units
consisting of cash, notes receivable and subscriptions receivable of $17,528,985
and $30,000, 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  $455,000  for the six
months  ended  June  30,  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  June  30,  1997  of
approximately  $2,276,000 was sufficient to fund the investing activities of the
Partnership  during  such  period  in  the  aggregate  amount  of  approximately
$1,983,000,  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 June 30, 1997 and December 31, 1996 the  Partnership was indebted to WNC &
Associates,   Inc.  in  the  amount  of  approximately   $132,000  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 $3,000 and $8,000, respectively,  accrued
asset management fees of approximately  $87,000 and $62,000 respectively and due
to an affiliate of the general partner approximately $0 and $(69,000).

As of June 30, 1997,  the  Partnership  has received and accepted  subscriptions
funds in the amount of $17,559,000, of which $30,000 currently is represented by
Promissory  Notes.  As of August 8, 1997, as of June 30, 1997 and as of December
31, 1996, the Partnership had made capital contributions to Limited Partnerships
in  the  amount  of  approximately  $11,891,000,   $11,603,000  and  $9,091,000,
respectively,  and had  commitments  for  additional  capital  contributions  of
approximately $1,965,000, $2,253,000 and $2,823,000,  respectively. Further, the
Partnership had loans outstanding to Limited  Partnerships as of August 8, 1997,
as of June 30, 1997 and as of December 31,  1996,  of  approximately  $0, $0 and
$522,200,  respectively.  Of the amount  outstanding  as of December  31,  1996,
approximately  $245,600 and  $277,000  were loaned to  ESCATAWPA  and  BROADWAY,
respectively  and  were  applied  to  the  Partnership's   purchase  price  upon
acquisition  of those  Limited  Partnership  Interests in January 1997 and April
1997, respectively.

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.

                                             13


<PAGE>



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.

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

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




                                             14


<PAGE>


  Results of Operations

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

As reflected on its  Statements of  Operations,  the  Partnership  had a loss of
approximately  $207,000 for the six months ended June 30,  1997.  The  component
items of revenue and expense are discussed below.

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

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

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

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

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

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

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



                                             15

<PAGE>



Part II.  Other Information

Item 1.  Legal Proceedings

      None.

Item 6.  Exhibits and Reports on Form 8-K

1.  None.


      A current  report on Form 8-K dated  April 10,  1997 was filed  during the
quarter ended June 30, 1997. The current report set forth information pertaining
to the  acquisition by the Series 4 of one Limited  Partnership  interests under
Item 2 thereof  required by Article 11 of  Regulation  S-X were  provided by the
current report.

Amendment  No. 1 to current  report on Form 8-K dated  April 10,  1997 was filed
during the quarter ended June 30, 1997. The current report set forth information
pertaining  to the  acquisition  by the  Series  4 of  one  Limited  Partnership
interests under Item 2 thereof and proforma  financial  information  required by
Article 11 of Regulation S-X were provided by the current report.









                                             16


<PAGE>


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

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

By:_____________________________________________________
WNC & ASSOCIATES, INC.  General Partner

Date: June 14, 1997

By:_____________________________________________________
John B. Lester, Jr      President

Date: June 14, 1997

By:_____________________________________________________
Theodore M. Paul  Vice President - Finance

Date: June 14, 1997




                                             17