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, 2003

                                       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

                              17782 Sky Park Circle
                              Irvine, CA 92614-6404
                    (Address of principal executive offices)

                                 (714) 662-5565
                               (Telephone number)

              3158 Redhill Avenue, Suite 120, Costa Mesa, CA 92626
(Former  name,  former  address and former  fiscal year,  if changed  since last
report)  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 June 30, 2003




PART I. FINANCIAL INFORMATION

          Item 1.  Financial Statements

                   Balance Sheets
                    June 30, 2003 and March 31, 2003...........................3

                   Statements of Operations
                    For the Three Months Ended June 30, 2003 and 2002..........4

                   Statement of Partners' Equity (Deficit)
                   For the Three Months Ended June 30, 2003....................5

                   Statements of Cash Flows
                    For the Three Months Ended June 30, 2003 and 2002..........6

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

         Item 2.  Management's Discussion and Analysis of Financial
                   Condition and Results of Operations........................17

         Item 3.  Quantitative and Qualitative Disclosures
                  about Market Risk...........................................20

         Item 4.  Controls and Procedures.....................................20

PART II. OTHER INFORMATION

         Item 1.  Legal Proceedings...........................................21

         Item 6.  Exhibits and Reports on Form 8-K............................21

         Signatures...........................................................22

         Certifications.......................................................23


                                       2
<PAGE>


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

                                 BALANCE SHEETS
<TABLE>
<CAPTION>



                                                                    June 30, 2003              March 31, 2003
                                                                -----------------------     ---------------------
                                                                     (unaudited)
<S>                                                           <C>                         <C>
ASSETS

Cash and cash equivalents                                     $               29,055      $              18,348
Investments in limited partnerships, net (Note 3)                          6,442,064                  6,780,198
Advances to limited partnership (Note 6)                                     133,268                    133,268
                                                                -----------------------     ---------------------

                                                              $            6,604,387      $           6,931,814
                                                                =======================     =====================


LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
    Accrued expenses                                          $                4,000      $               4,000
    Accrued fees and expenses due to
      General Partner and affiliates (Note 4)                                296,664                    273,603
                                                                -----------------------     ---------------------

Total liabilities                                                            300,664                    277,603
                                                                -----------------------     ---------------------

Commitments and Contingencies (Note 6)

Partners' equity (deficit):

    General Partner                                                         (112,454)                  (108,949)

    Limited Partners (25,000 units authorized and
       18,000 units issued and outstanding)                                6,416,177                  6,763,160
                                                                -----------------------     ---------------------

Total partners' equity                                                     6,303,723                  6,654,211
                                                                -----------------------     ---------------------

                                                              $            6,604,387      $           6,931,814
                                                                =======================     =====================
</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 Months Ended June 30, 2003 and 2002
                                   (unaudited)
<TABLE>
<CAPTION>

                                                           2003                             2002
                                                  ------------------------       ----------------------------
                                                       Three Months                     Three Months
                                                  ------------------------       ----------------------------

<S>                                             <C>                            <C>
         Interest income                        $                     22       $                        249
         Distribution income                                       6,874                                  -
         Other income                                              3,311                                  -
                                                  ------------------------       ----------------------------

         Total income                                             10,207                                249
                                                  ------------------------       ----------------------------

         Operating expenses:
         Amortization (Note 3)                                     9,645                              9,645
         Asset management fees (Note 4)                           12,375                             12,375
         Legal and accounting fees                                 5,559                              8,479
         Other                                                     5,127                              5,760
                                                  ------------------------       ----------------------------

         Total operating expenses                                 32,706                             36,259
                                                  ------------------------       ----------------------------

         Loss from operations                                    (22,499)                           (36,010)
         Equity in losses of limited
           partnerships (Note 3)                                (327,989)                          (269,024)
                                                  ------------------------       ----------------------------

         Net loss                               $               (350,488)      $                   (305,034)
                                                  ========================       ============================

         Net loss allocated to:
           General partner                      $                 (3,505)      $                     (3,050)
                                                  ========================       ============================

           Limited partners                     $               (346,983)      $                   (301,984)
                                                  ========================       ============================

         Net loss per limited partner unit      $                    (19)      $                        (17)
                                                  ========================       ============================

         Outstanding weighted limited
           partner  units                                         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 Three Months Ended June 30, 2003
                                   (unaudited)
<TABLE>
<CAPTION>

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

<S>                                 <C> <C>         <C>                     <C>                      <C>
Partners' equity (deficit) at March 31, 2003        $          (108,949)    $          6,763,160     $         6,654,211

Net loss                                                         (3,505)                (346,983)               (350,488)
                                                      -------------------     -------------------      -------------------

Partners' equity (deficit) at June 30, 2003         $          (112,454)    $          6,416,177     $         6,303,723
                                                      ===================     ===================      ===================
</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 Three Months Ended June 30, 2003 and 2002
                                   (unaudited)
<TABLE>
<CAPTION>



                                                                         2003                   2002
                                                                    ----------------      -----------------
<S>                                                               <C>                   <C>
Cash flows from operating activities:
    Net loss                                                      $       (350,488)     $        (305,034)
    Adjustments to reconcile net loss to net
      cash used in operating activities:
         Amortization                                                        9,645                  9,645
         Equity in losses of limited partnerships                          327,989                269,024
         Change in accrued expenses                                              -                  2,066
         Advances to limited partnership                                         -                (50,000)
         Accrued fees and expenses due to
               General Partner and affiliates                               23,061                 18,539
                                                                    ----------------      -----------------

           Net cash used in operating activities                            10,207                (55,760)
                                                                    ----------------      -----------------

Cash flows from investing activities:
    Distributions from limited partnerships                                    500                  3,706
                                                                    ----------------      -----------------

           Net cash provided by investing activities                           500                  3,706
                                                                    ----------------      -----------------

Net increase (decrease) in cash and cash equivalents                        10,707                (52,054)

Cash and cash equivalents, beginning of period                              18,348                 78,098
                                                                    ----------------      -----------------

Cash and cash equivalents, end of period                          $         29,055      $          26,044
                                                                    ================      =================

SUPPLEMENTAL DISCLOSURE OF
   CASH FLOW INFORMATION

Taxes paid                                                        $              -      $             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 June 30, 2003
                                   (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 months
ended June 30, 2003 are not  necessarily  indicative  of the results that may be
expected  for the fiscal year ending March 31,  2004.  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,
2003.

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 June 30, 2003
                                   (unaudited)


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

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

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

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

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

The  ability of Limited  Partners to claim tax losses  from the  Partnership  is
limited.  The IRS may audit the  Partnership or a Local Limited  Partnership and
challenge  the tax  treatment  of tax items.  The amount of  Low-Income  Housing
Credits and tax losses  allocable to the  investors  could be reduced if the IRS
were successful in such a challenge.  The  alternative  minimum tax could reduce
tax benefits from an investment  in the  Partnership.  Changes in tax laws could
also impact the tax benefits from an investment  in the  Partnership  and/or the
value of the Housing Complexes.

No trading market for the Units exists or is expected to develop.  Investors may
be unable to sell their Units  except at a discount  and should  consider  their
Units to be a long-term  investment.  Individual investors will have no recourse
if they  disagree  with actions  authorized by a vote of the majority of Limited
Partners.




                                       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 June 30, 2003
                                   (unaudited)


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

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

The IRS  compliance  period for  low-income  housing  tax credit  properties  is
generally  15 years from  occupancy  following  construction  or  rehabilitation
completion.  WNC was one of the first in the industry to offer investments using
the tax credit.  Now these very first programs are completing  their  compliance
period.

With that in mind,  the  Partnership  is continuing to review the  Partnership's
holdings,  with special emphasis on the more mature  properties  including those
that have satisfied the IRS compliance  requirements.  The Partnership's  review
will consider many factors  including  extended use requirements on the property
(such as those due to mortgage restrictions or state compliance agreements), the
condition of the property,  and the tax  consequences  to the investors from the
sale of the property.

Upon identifying  those  properties with the highest  potential for a successful
sale,  refinancing  or  syndication,  the  Partnership  expects to proceed  with
efforts  to  liquidate  those  properties.  The  Partnership's  objective  is to
maximize the investors' return wherever possible and,  ultimately,  to wind down
those  funds  that no longer  provide  tax  benefits  to  investors.  To date no
properties in the Partnership have been selected.

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  Partnerships'  results of operations
and for any  contributions  made and  distributions  received.  The  Partnership
reviews the  carrying  amount of an  individual  investment  in a Local  Limited
Partnership for possible  impairment whenever events or changes in circumstances
indicate that the carrying  amount of such  investment  may not be  recoverable.
Recoverability  of such  investment  is measured by a comparison of the carrying
amount to future  undiscounted  net cash flows  expected to be generated.  If an
investment  is  considered  to be impaired,  the  impairment to be recognized is
measured by the amount by which the carrying  amount of the  investment  exceeds
fair value.  The  accounting  policies  of the Local  Limited  Partnerships  are
generally  consistent  with  those of the  Partnership.  Costs  incurred  by the
Partnership  in  acquiring  the  investments  are  capitalized  as  part  of the
investment account and are being amortized over 30 years (see Note 2).

Losses from Local Limited  Partnerships  for the periods ended June 30, 2003 and
2002 have been  recorded  by the  Partnership  based on three  months of results
estimated  by  management  of the  Partnership.  Management's  estimate  for the
three-month  period is based on either actual unaudited  results reported by the
Local Limited  Partnerships or historical  trends in the operations of the Local
Limited Partnerships. Equity in losses from Local Limited Partnerships allocated
to the  Partnership  will not be  recognized  to the extent that the  investment
balance would be adjusted below zero. As soon as the investment  balance reaches
zero,  amortization  of the  related  costs  of  acquiring  the  investment  are
accelerated to the extent of losses available.


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.



                                       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 June 30, 2003
                                   (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 all highly liquid investments with remaining maturity
of three months or less when purchased to be cash  equivalents.  The Partnership
had no cash equivalents at the end of all periods presented.

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

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

In June 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of  Financial  Accounting  Standards  ("SFAS")  No. 143,  "Accounting  for Asset
Retirement  Obligations",  which requires that the fair value of a liability for
an asset  retirement  obligation  be  recognized  in the  period  in which it is
incurred with the associated asset retirement costs being  capitalized as a part
of the  carrying  amount of the  long-lived  asset.  SFAS No. 143 also  includes
disclosure   requirements   that  provide  a  description  of  asset  retirement
obligations   and   reconciliation   of  changes  in  the  components  of  those
obligations.  The statement is effective for fiscal years  beginning  after June
15,  2002.  The  adoption of SFAS No. 143 did not have a material  impact on the
Partnerhip's financial position or results of operations.

In August  2001,  the FASB  issued  SFAS No.  144,  "Impairment  or  Disposal of
Long-Lived  Assets," which addresses  accounting and financial reporting for the
impairment or disposal of long-lived assets. This standard was effective for the
Partnership's financial statements beginning January 1, 2002. The implementation
of SFAS No. 144 did not have a material  impact on the  Partnership's  financial
position or results of operations.




                                       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 June 30, 2003
                                   (unaudited)


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

New Accounting Pronouncements, continued
----------------------------------------

In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB Statements No.
4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical  Corrections."
SFAS No. 145 rescinded three previously  issued  statements and amended SFAS No.
13, "Accounting for Leases." The statement provides reporting standards for debt
extinguishments   and   provides   accounting   standards   for  certain   lease
modifications that have economic effects similar to sale-leaseback transactions.
The statement is effective for certain lease  transactions  occurring  after May
15,  2002 and all other  provisions  of the  statement  shall be  effective  for
financial statements issued on or after May 15, 2002. The implementation of SFAS
No. 145 did not 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,"  which  updates  accounting  and  reporting
standards for personnel and operational restructurings.  The Partnership adopted
SFAS No. 146 for exit,  disposal  or other  restructuring  activities  initiated
after  December 31,  2002.  The adoption of SFAS No. 146 did not have a material
effect on the Partnership's financial position or results of operations.

In November 2002, the FASB issued Interpretation No. 45 ("FIN 45"), "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees  of  Indebtedness  of Others."  The adoption of FIN 45 did not have a
material impact on the Partnership's finacial position or results of operations.

In December  2002,  the FASB issued SFAS No. 148,  "Accounting  for  Stock-Based
Compensation  - Transition  and Disclosure - an Amendment to SFAS No. 123." SFAS
No. 148 provides alternative methods of transition for a voluntary change to the
fair value based method on accounting for stock-based employee compensation. The
adoption  of SFAS No.  148 did not have a material  impact on the  Partnership's
financial position or results of operations.

In  January   2003,   the  FASB  issued   Interpretation   No.  46  ("FIN  46"),
"Consolidation  of Variable  Interest  Entities." The adoption of FIN 46 did not
have a material  impact on the  Partnership's  financial  position or results of
operations.

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

                                       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 June 30, 2003
                                   (unaudited)

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

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.

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

As of June 30, 2003, 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.

As of September 8, 2003,  the  Partnership  had not obtained  audited  financial
statements  for  one of its  investments,  Cascade  Pines,  L.P.,  II  ("Cascade
Pines"),  as of and for the year  ended  December  31,  2002.  As a result,  the
Partnership  has not included the financial  information of Cascade Pines in the
combined  condensed  financial  statements  presented herein.  The Partnership's
investment in Cascade Pines  totaled $0  (unaudited)  at June 30, 2003 and March
31,  2003.  The  Partnership's  estimate  of  its  interest  in the  results  of
operations of Cascade Pines totaled $(1,239,000)  (unaudited) for the year ended
March  31,  2003,  of which it  recorded  $567,000  (unaudited)  to  reduce  its
investment in Cascade to zero. The Partnership's estimate of its interest in the
results of  operations of Cascade Pines for the three months ended June 30, 2003
totaled $(74,000) (unaudited).

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.

                                       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 June 30, 2003
                                   (unaudited)

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

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

                                                                     For the Three Months          For the Year
                                                                            Ended                     Ended
                                                                        June 30, 2003             March 31, 2003
                                                                   -------------------------   ---------------------

<S>                                                              <C>                         <C>
Investments in limited partnerships - beginning of period        $              6,780,198    $          8,970,406
Equity in losses of limited partnerships                                         (327,989)             (2,146,243)
Distributions received from limited partnerships                                     (500)                 (5,385)
Amortization of paid capitalized acquisition fees and costs                        (9,645)                (38,580)
                                                                   -------------------------   ---------------------

Investments in limited partnerships - end of period              $              6,442,064    $          6,780,198
                                                                   =========================   =====================
</TABLE>

Selected  information for the three months ended June 30, 2003 and 2002 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 Cascade Pines was previously  included in the 2002  presentation
but has now been excluded in the periods  presented below. See above for further
discussion):
<TABLE>
<CAPTION>

                   COMBINED CONDENSED STATEMENT OF OPERATIONS

                                                                        2003                    2002
                                                                   ----------------       ------------------
                                                                                             (Restated)

<S>                                                              <C>                    <C>
Revenue                                                          $        895,000       $         994,000
                                                                   ----------------       ------------------

Expenses:
  Interest expense                                                        247,000                 269,000
  Depreciation                                                            326,000                 329,000
  Operating expenses                                                      686,000                 613,000
                                                                   ----------------       ------------------

Total expenses                                                          1,259,000               1,211,000
                                                                   ----------------       ------------------

Net loss before Cascade loss                                     $       (364,000)      $        (217,000)
                                                                   ================       ==================

Net loss allocable to the Partnership before Cascade loss        $       (354,000)      $        (202,000)

Cascade Pine loss                                                $        (74,000)      $         (90,000)
                                                                   ----------------       ------------------

Total net losses                                                 $       (428,000)      $        (292,000)
                                                                   ================       ==================

Net loss recorded by the Partnership                             $       (328,000)      $        (269,000)
                                                                   ================       ==================
</TABLE>




                                       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 June 30, 2003
                                   (unaudited)

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

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
     $12,375 were  incurred  during each of the three months ended June 30, 2003
     and 2002. The Partnership  paid the General Partner or its affiliates $0 of
     these fees during the three months ended June 30, 2003 and 2002.

(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.

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

                                                                   June 30, 2003                  March 31, 2003
                                                              -------------------------        ----------------------

<S>                                                        <C>                              <C>
Reimbursements for expenses paid by the
  General Partner or an affiliate                          $                   148,164      $                137,478
Asset management fee payable                                                   148,500                       136,125
                                                              -------------------------        ----------------------

  Total                                                    $                   296,664      $                273,603
                                                              =========================        ======================
</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

                                       14
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                  For the Quarterly Period Ended June 30, 2003
                                   (unaudited)

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

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 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.  The carrying value of its investment
in Cascade is $0 at June 30, 2003. 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.  The lender has issued a
notice of default as of August 2003.

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 June 30, 2003 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
September 8, 2003 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 approximated $617,000 at June 30, 2003. 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 June 30, 2003, 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  advances totaling $133,268
plus interest  equal to 10% per annum,  payable by Patten Towers on demand or by
August 9, 2012.




                                       15
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                  For the Quarterly Period Ended June 30, 2003
                                   (unaudited)


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

The Partnership has a 99% limited partnership investment in Heritage Apartments,
L.P.  ("Heritage").  Heritage is a defendant in several  wrongful death lawsuits
and related injury  lawsuits.  Heritage  carries general  liability and extended
liability insurance. Discovery for these lawsuits is ongoing, but the management
of Heritage  and WNC are unable to  determine  the outcome of these  lawsuits at
this time or their impact,  if any, on the Partnership's  financial  statements.
Should  Heritage be  unsuccessful in its defense and the insurer denies coverage
or the  insurance  coverage  proves to be  inadequate,  the  Partnership  may be
required to sell its investment or may otherwise lose its investment in Heritage
which  approximated  $476,000 at June 30, 2003. 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  sponsor  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 November 1, 2004.







                                       16
<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
three  months  ended June 30, 2003 and 2002,  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 two  investments  accounted  for under the equity  method,
consisting of 99% limited  partnership  interests in each of Alliance Apartments
I,  Limited   Partnership   ("Alliance")  and  Hastings  Apartments  I,  Limited
Partnership   ("Hastings"),   and  previously  had  a  99%  limited  partnership
investment in Evergreen Apartments I, Limited Partnership ("Evergreen").

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.


                                       17
<PAGE>

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

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.  The carrying value of its investment
in Cascade  is $0 at June 30,  2003.  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  $200,000 for the year ended
December 31, 2002 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 September 8, 2003 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
approximated $617,000 at June 30, 2003. 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 June 30, 2003, 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
which approximated $476,000 at June

                                       18
<PAGE>


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

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

30, 2003.  Loss of the Heritage  investment  could result in the  cessation  and
recapture of tax credits and certain prior tax deductions.

Financial Condition

The  Partnership's  assets at June 30, 2003  consisted  primarily  of $29,000 in
cash, a receivable of $133,000 and aggregate  investments in the seventeen Local
Limited  Partnerships  of  $6,442,000.  Liabilities  at June 30, 2003  primarily
consisted  of  $152,000  of accrued  expenses  and  $149,000  of  accrued  asset
management fees and expenses payable to the General Partner and affiliates.

Results of Operations

Three months  ended June 30, 2003  Compared to Three months Ended June 30, 2002.
The  Partnership's  net loss  for the  three  months  ended  June  30,  2003 was
$(350,000),  reflecting an increase of $45,000 from the net loss experienced for
the three months ended June 30, 2002 of $(305,000).  The $45,000 increase in net
loss is  primarily  due to an  increase  in equity  in  losses of Local  Limited
Partnerships  of $59,000 to $(328,000)  for the three months ended June 30, 2003
from $(269,000) for the three months ended June 30, 2002. The increase in equity
in  losses  of  limited  partnerships  was  offset  by a  decrease  in loss from
operations of $14,000 to $(22,000) for the three months ended June 30, 2003 from
$(36,000)  for the three  months ended June 30, 2002 due to an increase in total
income of $10,000 and decreases in legal and accounting fees of $3,000 and other
expenses of $1,000 for the three months ended June 30, 2003.

Cash Flows

Three months  ended June 30, 2003  Compared to Three months Ended June 30, 2002.
Net  increase  in cash during the three  months  ended June 30, 2003 was $11,000
compared to a net  decrease in cash for the three  months ended June 30, 2002 of
$(52,000).  The $63,000 increase was due largely to an increase in cash provided
by  operating  activities  of  $66,000,  which  was  offset  by  a  decrease  in
distributions of $(3,000) for the three months ended June 30, 2003.

During the three months ended June 30, 2003, accrued payables,  which consist of
related party management fees and  reimbursements due to the General Partner and
accrued expenses,  increased by $23,000. 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 June 30, 2003 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 November 1, 2004.








                                       19
<PAGE>



Item 3.   Quantitative and Qualitative Disclosures Above Market Risks

          NOT APPLICABLE

Item 4.   Controls and Procedures

          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.














                                       20
<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  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 6.   Exhibits and Reports on Form 8-K

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

1.        NONE

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

99.1      Certification of the Principal Executive Officer pursuant to 18 U.S.C.
          section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley
          Act of 2002. (filed herewith)

99.2      Certification of the Principal Financial Officer pursuant to 18 U.S.C.
          section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley
          Act of 2002. (filed herewith)







                                     21
<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:  September 8, 2003



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

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

Date:  September 8, 2003

















                                       22
<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:  September 8, 2003



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

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



                                     23
<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:  September 8, 2003


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


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




                                       24