FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)

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

For the quarterly period ended September 30, 1996

                                       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: 33-91136


           WNC HOUSING TAX CREDIT FUND V, L.P., Series 3 and Series 4

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

California                                            33-6163848 and 33-0701612

WNC HOUSING TAX CREDIT FUND V, L.P.,  Series 3 and Series 4 
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 X No ____


<PAGE>


Part I.  Financial Information

Item 1.  Financial Statements

         Index


           WNC HOUSING TAX CREDIT FUND V, L.P., Series 3 and Series 4
                       (A California Limited Partnership)

                               INDEX TO FORM 10-Q

                    FOR THE QUARTER ENDED SEPTEMBER 30, 1996




PART I. FINANCIAL INFORMATION
Item 1.  Financial Statements-Series 3
   Balance Sheet, September 30, 1996 and
     December 31, 1995                                                        3

   Statement of Operations For the Nine 
     Months Ended September 30, 1996                                          4

   Statement of Partners' Equity For the
     Nine Months Ended September 30, 1996                                     5

   Statement of Cash Flows For the Nine 
     Months Ended September 30, 1996                                          6

   Notes to Financial Statements                                              8

Item 1.  Financial Statements-Series 4

         Balance Sheet, September 30, 1996                                   13
         Statement of Operations For the Period July 1, 1996
          (date operations commenced) to September 30, 1996                  14

         Statement of Partners' Equity For the Period July 1, 1996
          (date operations commenced) to September 30, 1996                  15

         Statement of Cash Flows For the Period July 1, 1996
          (date operations commenced) to September 30, 1996                  16

         Notes to Financial Statements                                       18

Item 2.  Management's Discussion and Analysis of Financial Condition
 and Results of Operations                                                   23

PART II. OTHER INFORMATION
         Item 6. Exhibits and Reports on Form 8-K                            28

         Signatures                                                          29



<PAGE>


Financial Statements-Series 3

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

                                 BALANCE SHEETS
                    September 30, 1996 and December 31, 1995

                                                    1996              1995
                                                    ----              ----
                                     ASSETS
Cash and cash equivalents                    $     3,492,424       $   660,999
Cash in escrow                                                       1,873,262
                                                           -
Subscriptions receivable - Note 7                                      484,000
                                                           -
Loans Receivable - Note 2                            520,950           661,306
Investment in limited
 partnerships - Note 3                            12,869,575         1,046,532
Other assets                                          82,925                73
                                                      ------            ------
                                               $  16,965,874       $ 4,726,172
                                                 ===========         =========

                                    LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Payable to limited partnerships - Note 5       $   3,694,365       $   309,852
Accrued fees and expenses due to
 general partner and affiliates - Note 4             124,939           570,137
                                                    --------           -------
                                                   3,819,304           879,989
                                                  ----------           -------
Commitments and contingencies - Note 8 

Partners equity (deficit):
 General partner                                     (21,475)           (6,029)
 Limited partners (25,000 units
  authorized, 18,000 units issued
  and outstanding)                                13,168,045          3,852,212
                                                  -----------         ---------
Total partners' equity                            13,146,570          3,846,183
                                                 -----------          ---------
                                              $   16,965,874       $  4,726,172
                                                 ===========          =========

                                    UNAUDITED
                 See Accompanying Notes to Financial Statements

                                        3


<PAGE>



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

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


                                                    Three                Nine
                                                   Months               Months
                                                   ------               ------

Interest income                              $     103,100        $     139,604

Operating expenses:
Amortization                                         6,701               14,856
Asset management fees (Note 4)                      12,375               37,125
Legal and accounting                                 3,492                5,356
Other                                                                     3,247
                                               -----------                -----
                                        
Total operating expenses                            22,568               60,584
                                                   -------               ------

Income (loss) from operations                       80,532               79,020

Equity in loss from
 limited partnerships                              (62,300)            (107,500)
                                                   --------            ---------

Net income (loss)                              $     18,232         $   (28,480)
                                                    =======             ========

Net loss allocated to:
  General partner                              $        182         $      (285)
                                                   ========             ========

  Limited partners                             $     18,050             (28,195)
                                                    =======             ========

Net income (loss) per weighted limited
  partner unit (17,998 and 12,006)             $      1.00          $     (2.35)
                                                  ========                ======
                                                                    



                                    UNAUDITED
                 See Accompanying Notes to Financial Statements

                                        4


<PAGE>



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

                          STATEMENT OF PARTNERS' EQUITY

                  For the Nine Months Ended September 30, 1996




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

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

Capital contributions                                13,064,985      13,064,985

Offering expenses                       (15,161)     (1,500,957)     (1,516,118)
                                                            

Capital issued for notes receivable                  (2,220,000)     (2,220,000)

Net loss for the nine months ended
 September 30, 1996                        (285)        (28,195)        (28,480)
                                           -----        --------       --------
Equity (deficit), September 30, 1996   $ (21,475)      13,168,045     13,146,570
                                       ==========      ==========     ==========
                                                           








                                    UNAUDITED
                 See Accompanying Notes to Financial Statements

                                        5


<PAGE>



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

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

Cash flows used by operating activities:
  Net loss                                                 $          (28,480)
    Adjustments to reconcile net loss to net
        cash used in operating activities:
        Equity in loss of limited partnerships                        107,500
        Amortization                                                   14,856
        Asset management fee                                           37,125
        Change in other assets                                        (76,852)
        Accrued fees and expense due to
        general partner and affiliates                                (11,364)
                                                                     --------
             Net cash provided by operating activities                 42,785
                                                                     --------

Cash flows used by investing activities:
  Investment in limited partnerships                                (5,797,296)
  Acquisition fees                                                 (1,017,913)
             Net cash used by investing activities                  (6,815,209)
                                                              -----------------
Cash flows provide by financing activities:
  Capital contributions                                             11,328,985
  Offering costs                                                    (1,725,136)
                                                              -----------------
             Net cash provided by financing activities               9,603,849
                                                                     ---------
                                                              
Net increase in cash and cash equivalents                             2,831,425
Cash and cash equivalents, beginning of period                          660,999
                                                                        -------

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





                                    UNAUDITED
                 See Accompanying Notes to Financial Statements

                                        6


<PAGE>

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

                       STATEMENT OF CASH FLOWS(CONTINUED)

                  For the Nine Months Ended September 30, 1996


SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES:

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


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

During the nine months ended September 30, 1996, the Partnership  incurred,  but
did not pay, $37,125 in management fees. (see Note 4 ).


















                                    UNAUDITED
                 See Accompanying Notes to Financial Statements

                                       7

<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

The information  contained in the following notes to the financial statements is
condensed  from that  which  would  appear in the annual  financial  statements;
accordingly,  the  financial  statements  included  herein should be reviewed in
conjunction with the financial statements and related notes thereto contained in
the Partnership's Annual Report for the year ended December 31, 1995.

In  the  opinion  of  the  Partnership,  the  accompanying  unaudited  financial
statements  contain  all  adjustments   (consisting  of  only  normal  recurring
accruals) necessary to present fairly the financial position as of September 30,
1996 and  changes  in cash flows for the three  months  then  ended.  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  September
30,1996).  Loans  receivable  of $661,306 at December  31, 1995 were  applied to
capital contributions due for limited partnership interests acquired in February
1996. The $520,950 is due at September 30, 1996.

                                       9
<PAGE>


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

                     NOTES TO FINANCIAL STATEMENTS-CONTINUED


NOTE 3 - INVESTMENT IN LIMITED PARTNERSHIPS

As of  September 30, 1996,  the  Partnership  had acquired  limited  partnership
interests  in sixteen  limited  partnerships  each of which  owns one  apartment
complex.  As of September 30, 1996,  construction and rehabilitation of seven of
the apartment  complexes  had been  completed.  The remaining  nine have started
construction.  The  Partnership,  as a  limited  partner,  is a 99% owner and is
entitled to 99% of the operating profits and losses of the limited partnerships.

The  following  is a summary  of the  investment  in  limited  partnerships  and
reconciliation to the limited partnership  accounts as of September 30, 1996 and
December 31, 1995:

                                                           1996           1995
                                                           ----           ----

Investment Balance - Beginning                       $ 1,046,532     $        0
Capital contributions to limited partnerships          7,561,518        397,395
Capital contributions payable to limited 
     partnerships                                      3,694,365        309,852
Capitalized acquisition fees and costs                   689,516        340,082
Equity in loss of limited partnerships                  (107,500)          (343)
Amortization of capitalized acquisition fees and costs   (14,856)          (454)
                                                         -------           ---- 
Investment Balance - end of period                  $ 12,869,575    $ 1,046,532
                                                      ==========      =========

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

               Total revenue                         $   466,000
                                                        --------

               Interest expense                          130,000
               Depreciation                              136,000
               Operating expenses                        308,000
                                                         -------
               Total expenses                            574,000
                                                         -------

               Net Loss                              $  (108,000)
                                                     ============

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

                                       10
<PAGE>


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

                     NOTES TO FINANCIAL STATEMENTS-CONTINUED


NOTE 4 - RELATED PARTY TRANSACTIONS

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

         Acquisition  fees up to 7.5% of the  gross  proceeds  from  the sale of
     Partnership units.  Acquisition fees of $638,002 were incurred for the nine
     months ended September 30, 1996.

         Reimbursement  for   organizational,   offering  and  selling  expenses
     advanced by the General Partner or affiliates on behalf of the Partnership.
     These  reimbursements  plus all other  organizational and offering expenses
     inclusive of sales commissions will not exceed 14.5% of the gross proceeds.
     During the nine months ended  September 30, 1996 the  Partnership  incurred
     organizational,   offering  and  selling  expenses  of  $0,  $792,193,  and
     $729,325, respectively.

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

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

Accrued fees and advances due to affiliates of the General  Partner  included in
the  accompanying  balance sheet consists of the following at September 30, 1996
and December 31, 1995:

                                                           1996           1995
                                                            ----          ----
        Acquisition fees                                 $     0       $327,997
        Advances made for acquisition costs,
        organizational, offering and selling expenses      14,991       229,773
        Asset management fees                              49,492        12,367
        Due to an affiliate                                60,456             0
                                                           ------      --------
                                                         $124,939      $570,137
                                                         ========      ========

                                       11
<PAGE>


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

                     NOTES TO FINANCIAL STATEMENTS-CONTINUED


NOTE 5 - PAYABLE TO LIMITED PARTNERSHIPS

Payable to limited  partnerships at September 30, 1996 represents  amounts which
are due at various times based on conditions  specified in the respective  local
limited partnership agreements. These contributions are payable in installments,
generally due upon the local limited  partnership  achieving  certain  operating
benchmarks,  and are  generally  expected  to be paid  within  two  years of the
Partnership's initial investment.


NOTE 6 - INCOME TAXES

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

NOTE 7 - SUBSCRIPTION AND INVESTOR NOTES RECEIVABLE

During  the nine  months  ended  September 30, 1996,  the  Partnership  accepted
$2,290,000 in promissory notes from limited  partners and collected  payments of
$35,000 for those  promissory  notes  previously  issued.  Limited  partners who
subscribe for ten or more units of limited  partnership  interest  ($10,000) may
elect  to pay 50% of such  purchase  price  in cash  upon  subscription  and the
remaining 50% by the delivery of a promissory note payable  bearing  interest at
the rate of 8% per annum. Principal and interest are due (i) January 31, 1997 if
the  investor  subscribes  between  January 1, 1996 and June 1, 1996 or (ii) the
later  of the  date  of  subscription  or  September  30,1997  if  the  investor
subscribes  after June 1, 1996.  This  amount is  presented  as a  reduction  in
partners' equity.


NOTE 8 - COMMITMENTS AND CONTINGENCIES

The  Partnership is negotiating  to acquire two additional  limited  partnership
interest which would commit the Partnership to additional capital  contributions
of approximately $2,165,000 less loans receivable of $520,950.



                                       12
<PAGE>
Financial Statements-Series 4

                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)
                        (A Development-Stage Enterprise)
                                 BALANCE SHEETS
                               September 30, 1996

                                      1996

                                     ASSETS
Cash and cash equivalents                               $     766,107
Subscriptions receivable - Note 5                             450,000
Investment in limited
 partnerships - Note 3                                      3,973,325
Other assets
                                                                  702
                                                                  ---
                                                         $  5,190,134
                                                         ============


                        LIABILITIES AND PARTNERS' EQUITY
Liabilities:
Payable to limited partnerships - Note 2                  $  2,482,421
Accrued fees and expenses due to
 general partner and affiliates - Note 3                        83,373
                                                                ------
                                                             2,565,794
                                                             ---------
Commitments and contingencies - Note 7 Partners' equity (deficit):
 General partner
                                                                (3,578)
 Limited partners (25,000 units
  authorized, 3075 units issued
  and outstanding)                                           2,627,918

Total partners' equity                                       2,624,340
                                                             ---------
                                                          $  5,190,134
                                                          ============


                                            UNAUDITED
                         See Accompanying Notes to Financial Statements

                                       13


<PAGE>



                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)
                        (A Development-Stage Enterprise)
                             STATEMENT OF OPERATIONS
             For the Period July 1, 1996 (date operations commenced)
                              to September 30, 1996




Interest income                                             $   2,427 
                                                            --------- 

Operating expenses:
Amortization                                                      418
Legal and accounting                                               44
                                                                   --
Total operating expenses                                          462
                                                                  ---

Income (loss) from operations                                   1,965

Equity in loss from
 limited partnerships                                          (2,040)
                                                               ------ 
Net loss                                                     $    (75) 
                                                              ========  
                                                           

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

  Limited partners                                            $   (74)
                                                                   ===

Net loss per weighted limited
 partner unit (1,446)                                         $ (0.05)
                                                                 ===== 


                                    UNAUDITED
                 See Accompanying Notes to Financial Statements


                                       14

<PAGE>



                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)
                        (A Development-Stage Enterprise)
                          STATEMENT OF PARTNERS' EQUITY

             For the Period July 1, 1996 (date operations commenced)
                              to September 30, 1996


<TABLE>
<CAPTION>

                                                  `   Original         
                                         General      Limited        Limited     
                                         Partner      Partner        Partner         Total
                                         -------      -------        -------         -------
<S>                                      <C>           <C>          <C>             <C>
Equity (deficit), December 31, 1995       $   -        $   -         $       -       $        -
                   
Capital contributions                         100         900         3,073,980        3,074,980
                                        

Offering expenses                          (3,677)                     (363,988)        (367,665)
                                                                    
Capital issued for notes receivable                                     (82,000)         (82,000)
                                                                            
Withdrawals                                              (900)                              (900)
                                                             
Net loss                                       (1)           -              (74)             (75)
                                          -------       ------         ---------             ----
                                               
Equity (deficit), September 30, 1996      $(3,578)      $    0       $2,627,918      $ 2,624,340
                                          ========      =======      ==========        =========
</TABLE>











                                    UNAUDITED
                 See Accompanying Notes to Financial Statements

                                        15


<PAGE>



                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)
                        (A Development-Stage Enterprise)
                         STATEMENT OF CASH FLOWS For the
                 Period July 1, 1996 (date operations commenced)
                              to September 30, 1996

 Cash flows used by operating activities:
  Net loss                                                        $  (75)
                                                                      
    Adjustments to  reconcile  net loss to net cash used in
        operating activities:
        Equity in loss of limited partnerships                     2,040
        Amortization                                                 418
        Change in other assets                                      (702)
        Accrued fees and expense due to
        general partner and affiliates                             7,631
                                                                   -----
         Net cash provided by operating activities                 9,312
                                                               ---------

    Cash flows used by investing activities:
      Investment in limited partnerships                     (1,289,643)
      Acquisition fees                                         (185,100)
                                                               -------- 
          Net cash used by investing activities              (1,474,743)
                                                             -----------
   Cash flows provide by financing activities:
     Capital contributions                                     2,542,080
     Offering costs                                             (310,542)
                                                                ---------
          Net cash provided by financing activities            2,231,538
                                                               ---------

   Net increase in cash and cash equivalents                     766,107
   Cash and cash equivalents, beginning of period                      -
                                                               ---------    
   Cash and cash equivalent, end of period                  $    766,107
                                                                 =======



                                    UNAUDITED
                 See Accompanying Notes to Financial Statements


                                       16
<PAGE>



                  WNC HOUSING TAX CREDIT FUND V, L.P., Series 4
                       (A California Limited Partnership)
                        (A Development-Stage Enterprise)
                       STATEMENT OF CASH FLOWS(CONTINUED)

             For the Period July 1, 1996 (date operations commenced)
                              to September 30, 1996

SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING AND INVESTING ACTIVITIES:

During the period July 1, 1996 (date  operations  commenced)  to  September  30,
1996,  the  Partnership  incurred,  but did not  pay,  $82,473  of  payables  to
affiliates for acquisitions costs and offering expenses (see Note 3).

During the period July 1, 1996 (date  operations  commenced)  to  September  30,
1996,  the  Partnership  incurred,  but did not pay,  $2,482,421  of payables to
limited  partnerships;  the  Partnership  (in connection with its investments in
limited partnerships) (see Note 4)

During the period July 1, 1996 (date  operations  commenced)  to  September  30,
1996,   $450,000  of  capital   contributions  were  recorded  as  subscriptions
receivable.



















                                    UNAUDITED
                 See Accompanying Notes to Financial Statements


                                       17


<PAGE>



-------------------------------------------------------------------------------
                  WNC HOUSING TAX CREDIT FUND V, L.P., Series 4
                       (A California Limited Partnership)
                        (A Development-Stage Enterprise)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization
------------
WNC Housing Tax Credit Fund, V, L.P.,  Series 4 (the  "Partnership")  was formed
under the  California  Revised  Limited  Partnership  Act on March 28,  1995 and
commenced  operations  on July 1,  1996.  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. The Partnership  commenced  operations July 1,
1996, consequently their is no Annual Report for prior years.

In  the  opinion  of  the  Partnership,  the  accompanying  unaudited  financial
statements  contain  all  adjustments   (consisting  of  only  normal  recurring
accruals)  necessary to present  fairly the  financial  position as of September
30,1996 and the results of  operations  and changes in cash flows for the period
July 1, 1996 (date  operations  commenced)  to September  30,  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.

                                       18
<PAGE>


                  WNC HOUSING TAX CREDIT FUND V, L.P., Series 4
                       (A California Limited Partnership)
                        (A Development-Stage Enterprise)
                     NOTES TO FINANCIAL STATEMENTS-CONTINUED


NOTE 1 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Allocations Under the Terms of the Partnership Agreement (Continued)
------------------------------------------------------------------------ 

will  be  distributed  90% to the  limited  partners  (in  proportion  to  their
respective investments) and 10% to the General Partner

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.

                                       19
<PAGE>


                  WNC HOUSING TAX CREDIT FUND V, L.P., Series 4
                       (A California Limited Partnership)
                        (A Development-Stage Enterprise)
                     NOTES TO FINANCIAL STATEMENTS-CONTINUED


NOTE 2 - INVESTMENT IN LIMITED PARTNERSHIPS

As of September  30, 1996,  the  Partnership  had acquired  limited  partnership
interests in two limited  partnerships each of which owns one apartment complex.
As of  September  30,  1996,  construction  and  rehabilitation  of  one  of the
apartment complexes has completed  construction.  The Partnership,  as a limited
partner,  is a 99% owner and is  entitled  to 99% of the  operating  profits and
losses of the limited partnerships.

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

                                                         1996
                                                         ----

  Capital contributions to limited partnership       $3,772,964
  Capitalized acquisition fees and costs                202,819
  Equity in loss of limited partnership                  (2,040)
  Amortization of capitalized acquisition costs            (418)
                                                           ---- 

  Investment Balance - end of period                 $3,973,325
                                                     ==========

Selected  financial  information  for the period  July 1, 1996 (date  operations
commenced) to September 30, 1996 from the combined  financial  statements of the
limited partnerships in which the partnership has invested is as follows:

           Total revenue                              $     12,900
                                                            ------

           Interest expense                                  5,500
           Depreciation                                      1,500
           Operating expenses                                8,000
                                                             -----
           Total expenses                                   15,000
                                                            ------

           Net Loss                                      $  (2,100)
                                                         ==========

           Net loss allocable to the Partnership         $  (2,040)
                                                            =======

                                       20
<PAGE>


                  WNC HOUSING TAX CREDIT FUND V, L.P., Series 4
                       (A California Limited Partnership)
                        (A Development-Stage Enterprise)
                     NOTES TO FINANCIAL STATEMENTS-CONTINUED


NOTE 3- 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.  Acquisition  fees of $186,282  were  incurred  for the
     period July 1, 1996 (date operations commenced) to September 30, 1996.

         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 period July 1, 1996 (date operations commenced) to September 30,
     1996,  the  Partnership  incurred  organizational,   offering  and  selling
     expenses of $0, $138,060, and $229,605, 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  no  fees  for  the  period  July 1,  1996  (date  operations
     commenced) to September 30, 1996.

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

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

        Acquisition fees                                            $17,719
        Advances made for acquisition costs, 
          organizational, offering and selling expense               64,754
        Due to original limited partner                                 900
                                                                     ------
        Total accrued fees and advances                             $83,373
                                                                    =======

                                       21
<PAGE>


                  WNC HOUSING TAX CREDIT FUND V, L.P., Series 4
                       (A California Limited Partnership)
                        (A Development-Stage Enterprise)
                     NOTES TO FINANCIAL STATEMENTS-CONTINUED


NOTE 4 - PAYABLE TO LIMITED PARTNERSHIPS

Payable to limited  partnerships at September 30, 1996 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 5 - SUBSCRIPTION AND INVESTOR NOTES RECEIVABLE

During the period July 1, 1996 (date  operations  commenced)  to  September  30,
1996,  the  Partnership  accepted  $82,000  in  promissory  notes  from  limited
partners.  Limited  partners  who  subscribe  for ten or more  units of  limited
partnership  interest  ($10,000) may elect to pay 50% of such purchase  price in
cash upon  subscription  and the  remaining  50% by the delivery of a promissory
note  payable  bearing  interest  at the  rate of 8% per  annum.  Principal  and
interest are due (i) January 31, 1997 if the investor subscribes between January
1,  1996 and  June 1,  1996 or (ii) the  later  of the date of  subscription  or
September 30, 1997 if the investor subscribes after June 1, 1996. This amount is
presented as a reduction in partners' equity.

Subscriptions  receivable of $450,000 has been received  subsequent to September
30,1996 and accordingly has been classified as an asset.

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 - COMMITMENTS AND CONTINGENCIES

Subsequent to September 30, 1996, the Partnership acquired a limited partnership
interest in two limited partnerships totaling approximately $488,250.





                                       22
<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 ( Series 3) 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 "Housing Tax Credit").

As of September 30, 1996,  Series 3 had received  subscriptions for 18,000 Units
consisting of cash, notes receivable and subscriptions receivable of $15,310,135
and $2,255,000, and $0, respectively.

Liquidity and Capital Resources  - Series 3
-------------------------------------------

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

As of December  31, 1995 and  September  30, 1996 Series 3 was indebted to WNC &
Associates,   Inc.  in  the  amount  of  approximately  $570,000  and  $125,000,
respectively.  The component items of such indebtedness were as follows: accrued
acquisition fees of approximately $328,000 and $0, respectively, advances to pay
front-end fees of  approximately  $230,000 and $0,  respectively,  accrued asset
management fees of approximately $12,000 and $49,000, respectively and due to an
affiliate of the general partner approximately $0 and $60,000, respectively.

As of September 30, 1996, Series 3 has received and accepted subscriptions funds
in the amount of $17,565,000,  of which  $2,255,000  currently is represented by
Promissory  Notes.  As of November 14, 1996,  as of September 30, 1996 and as of
December  31,  1995,  Series  3  had  made  capital   contributions  to  Limited
Partnerships in the amount of approximately $8,794,000, $8,422,000 and $397,000,
respectively,  and had  commitments  for  additional  capital  contributions  of
approximately  $3,322,000,  $3,694,000 and  $3,277,000,  respectively.  Further,
Series 3 had loans outstanding to Limited  Partnerships as of November 14, 1996,
as of September 30, 1996 and as of December 31, 1995, of approximately $521,000,
$521,000 and $661,000,  respectively.  Of the amount  outstanding as of December
31, 1995,  approximately  $172,000  was loaned to  TALLEDEGA  and was applied to
Series 3's purchase price upon acquisition of that Limited Partnership  Interest
in February 1996. The balance of $489,000 was loaned to ALLIANCE and was applied
to Series  3's  purchase  price upon  acquisition  of that  Limited  Partnership
Interest in February  1996.  Of the amount  outstanding  as of  September 30 and
November  14, 1996 the amount of  approximately  $345,000 was loaned to BROADWAY
APARTMENTS and approximately $176,000 to ESCATAWA.

                                       23
<PAGE>



Liquidity and Capital Resources - Series 4
------------------------------------------

Overall,  as  reflected  in its  Statement  of Cash  Flows,  Series  4 had a net
increase in cash and cash equivalents of  approximately  $766,000 for the period
July 1, 1996 (date operations commenced) to September 30, 1996. This increase in
cash was provided by Series 4's  financing  activities,  including  the proceeds
from the  offering.  Cash  from  financing  activities  for July 1,  1996  (date
operations  commenced) to September  30, 1996 of  approximately  $2,232,000  was
sufficient  to fund the  investing  activities of Series 4 during such period in
the aggregate amount of approximately  $1,475,000,  which consisted primarily of
capital  contributions  to Limited  Partnerships.  Cash provided and used by the
operating  activities of Series 4 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 May 15,  1996 and  September  30,  1996,  Series  4 had not yet  commenced
operations and the capital  anticipated to be raised through its public Offering
of Units had not yet  become  available.  As of August  23,  1996,  Series 4 had
received cash subscriptions funds of $1,400,000,  thereby satisfying the minimum
Offering condition. As of September 30, 1996 and November 14, 1996, Series 4 had
received  and accepted  subscription  funds in the amount of  $3,074,000  (3,075
Units)  and  $4,673,900  (4,675  Units),  respectively,  of  which  $82,000  and
$184,500, respectively.
was represented by Promissory Notes.

All of the proceeds  from the sale of units have been  committed to the purchase
price  and  acquisition  fees  and  costs  of  four  Local  Limited  Partnership
Interests,  Reserves and expenses of this Offering. Series 4 requires a total of
approximately $4,915,000 in this regard.

As of the date hereof,  Series 4 has made capital contributions to Local Limited
Partnerships in the amount of approximately $1,391,000, and has no earnest money
deposits.  Series 4 does not make earnest money deposits in connection  with all
the Local Limited Partnerships it investigates;  however,  certain Local Limited
Partnerships  require such  deposits a evidence of the  sincerity of Series 4 in
pursuing  the  investigation.  If as a result  of its due  diligence  and  other
investigative activities Series 4 determines that acquisition of a Local Limited
partnership  Interest as to which a deposit has been made is not appropriate for
Series  4 (e.g.,  the  investment  would  not  satisfy  the  minimum  investment
parameters  set forth in the  Prospectus),  Series 4 would reject the investment
and the Local Limited  Partnership  would be required to return the deposit.  If
Series 4 determines that acquisition of a Local Limited Partnership  Interest is
appropriate,  the  investment  is made and the deposit is credited to Series 4's
capital  obligation to the Local Limited  Partnership:  if the investment is not
consummated, the deposit is forfeited.

As  September  30, 1996 Series 4 was indebted to WNC &  Associates,  Inc. in the
amount of approximately  $83,000.  The component items of such indebtedness were
as follows:  accrued acquisition fees of approximately $18,000,  advances to pay
front-end fees of approximately $65,000.

Series 3 and Series 4
---------------------

Prior to sale of the  Apartment  Complexes,  it is not expected  that any of the
Limited  Partnerships in which the Series 3 and Series 4 (the Partnerships) have
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 Series 4,
including  payment of the asset  management  fee to the  General  Partner.  As a
result, it is not anticipated that the Partnerships  will provide  distributions
to the Limited Partners prior to the sale of the Apartment Complexes.

                                       24
<PAGE>



The Partnerships' 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  Partnerships.  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 Partnerships' investment commitments
and proposed operations.

The  Partnerships  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
Partnerships  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 Partnerships'  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  Partnerships,  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 Series 4 Agreements the Partnerships do not have the ability to assess the
Limited  Partners for additional  capital  contributions  to provide  capital if
needed  by  the   Partnerships   or  Limited   Partnerships.   Accordingly,   if
circumstances  arise that cause the Limited  Partnerships  to require capital in
addition to that contributed by the  Partnerships 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  Partnerships  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
Partnerships' interest in Housing Tax 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  Partnerships'  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  Partnerships'  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 Partnerships.

Results of Operations Series 3
------------------------------

As of December  31, 1995 and  September  30, 1996 Series 3 had acquired 2 and 16
Limited Partnership Interests, respectively. Each of the 16 Limited Partnerships
receives or is expected to receive  government  assistance  and each of them has
received a reservation for Housing Tax Credits. As of September 30,

                                       25
<PAGE>


1996,  seven of the Apartment  Complexes in Series 3 had  commenced  operations,
none of them for a full year.  Accordingly,  the "Equity in losses from  limited
partnerships"  for the periods  ended  December 31, 1995 and  September 30, 1996
reflected in the Statement of  Operations  of Series 3 is not  indicative of the
amounts to be reported in future years.

As  reflected  on  its  Statements  of  Operations,  Series  3  had  a  loss  of
approximately  $47,000  for the  nine  months  ended  September  30,  1996.  The
component items of revenue and expense are discussed below.

Revenue. Series 3'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 Series 3 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  Series 3 cannot
predict with any accuracy what these amounts will be.

Equity in Losses  from  Limited  Partnership.  Series 3's equity in losses  from
Limited Partnerships is equal to 99% of the aggregate net losses of each Limited
Partnership incurred after admission of Series 3 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.

Series 3 accounts for its  investments  in Local  Partnerships  using the equity
method of accounting,  whereby  Series 3 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.

Results of Operations - Series 4
--------------------------------

As of November 14 and  September  30,  1996 Series 4 had  acquired  four and two
Limited  Partnership   Interests,   respectively.   Each  of  the  four  Limited
Partnerships  receives or is expected to receive government  assistance and each
of them has received a reservation for Housing Tax Credits.  As of September 30,
1996,  one of the Apartment  Complexes in Series 4 had  commenced  operations in
August 1996 and acquired by Series 4 in September 1996. Accordingly, the "Equity
in  losses  from  limited  partnerships"  for  the  period  July 1,  1996  (date
operations  commenced)  to  September  30, 1996  reflected  in the  Statement of
Operations of Series 4 is not indicative of the amounts to be reported in future
years.

Series  4 was  formed  in March  1995 and  commenced  operations  in July  1996.
Consequently, there are no operations for the period ended September 30, 1995.

                                       26
<PAGE>



As  reflected  on  its  Statements  of  Operations,  Series  4  had  a  loss  of
approximately  $75 for the period July 1, 1996 (date  operations  commenced)  to
September  30, 1996.  The  component  items of revenue and expense are discussed
below.

Revenue. Series 4'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 Series 4 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  Series 4 cannot
predict with any accuracy what these amounts will be.

Equity in Losses  from  Limited  Partnership.  Series 4's equity in losses  from
Limited Partnerships is equal to 99% of the aggregate net losses of each Limited
Partnership incurred after admission of Series 4 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.


                                       27
<PAGE>



Part II.  Other Information

Item 1.  Legal Proceedings

         None.

Item 6.  Exhibits and Reports on Form 8-K

1.  None..

b.
         A current report on Form 8-K dated  September 17, 1996 was filed during
the quarter ended  September 30, 1996. The current report set forth  information
pertaining  to the  acquisition  by the  Series  3 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.

A current  report on Form 8-K dated  September  17,  1996 was filed  during  the
quarter  ended  September  30, 1996.  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.

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         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 and Series 4

By WNC & ASSOCIATES, INC.  General Partner


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

Date: November 15, 1996

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

Date: November 15, 1996




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