WNC HOUSING TAX CREDIT FUND V LP SERIES 3 - 10-K Annual Report

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FORM 10-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

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

For the fiscal year ended March 31, 2001

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: 0-20057

WNC HOUSING TAX CREDIT FUND V., SERIES 3

California 33-0391979
State or other jurisdiction of (I.R.S. Employer

incorporation or organization Identification No.)

3158 Redhill Avenue, Suite 120, Costa Mesa, CA 92626

(714) 662-5565

Securities registered pursuant to Section 12(b) of the Act:

NONE

Securities registered pursuant to section 12(g) of the Act:

UNITS OF LIMITED PARTNERSHIP INTEREST

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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|

1

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant.

INAPPLICABLE

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980).

NONE

2

PART I.

Item 1. Business

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").

The general partner of the Partnership is WNC & Associates, Inc. (the "General
Partner" or ("Associates"). Wilfred N. Cooper, Sr., through the Cooper Revocable
Trust, owns 66.8% of the outstanding stock of Associates. John B. Lester, Jr.
was the original limited partner of the Partnership and owns, through the Lester
Family Trust, 28.6% of the outstanding stock of Associates. Wilfred N. Cooper,
Jr., President of Associates, owns 2.1% 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.

Pursuant to a registration statement filed with the Securities and Exchange
Commission on July 26, 1995, the Partnership commenced a public offering of
25,000 Units of Limited Partnership Interest ("Units") at a price of $1,000 per
Unit. As of the close of the public offering, January 21, 1996 a total of 18,000
Limited Partnership Interests representing $17,558,985 had been sold.

Sempra Energy Financial, a California corporation, which is not an affiliate of
the Partnership or General Partner, has purchased 4,560 Units, which represents
25.3% of the Units outstanding for the Partnership. Sempra Energy Financial
invested $4,282,600. A discount of $277,400 was allowed due to a volume
discount. Western Financial Savings Bank, which is not an affiliate of the
Partnership or General Partner, has purchased 1,068 units, which represent 5.9%
of the Units outstanding for the Partnership. Western Financial Savings Bank
invested $1,000,000. A discount of $68,000 was allowed due to a volume discount.
See Item 12(a) in this 10-K.

Description of Business

The Partnership's principal business objective is to provide its Limited
Partners with Low Income Housing Credits. The Partnership's principal business
therefore consists of investing as a limited partner or non-managing member in
Local Limited Partnerships each of which will own and operate a multi-family
housing complex (the "Housing Complex") which will qualify for the Low Income
Housing Credit. In general, under Section 42 of the Internal Revenue Code, an
owner of low-income housing can receive the Low Income Housing Credit to be used
to reduce Federal taxes otherwise due in each year of a ten-year period. In
general, under Section 17058 of the California Revenue and Taxation Code, an
owner of low-income housing can receive the Low Income Housing Credit to be used
against California taxes otherwise due in each year of a four-year period. The
Housing Complex is subject to a fifteen-year compliance period (the 'Compliance
Period"), and under state law may have to be maintained as low income housing
for 30 or more years.

In general, in order to avoid recapture of Low Income Housing Credits, the
Partnership does not expect that it will dispose of its interests in Local
Limited Partnerships ("Local Limited Partnership Interests") or approve the sale
by any Local Limited Partnership of its Housing Complex prior to the end of the
applicable Compliance Period. Because of (i) the nature of the Housing
Complexes, (ii) the difficulty of predicting the resale market for low-income
housing 15 or more years in the future, and (iii) the ability of government
lenders to disapprove of transfer, it is not possible at this time to predict
whether the liquidation of the Partnership's assets and the disposition of the
proceeds, if any, in accordance with the Partnership's Agreement of Limited
Partnership, as amended "by Supplements thereto" (the "Partnership Agreement"),
will be able to be accomplished promptly at the end of the 15-year period. If a
Local Limited Partnership is unable to sell its Housing Complex, it is
anticipated that the local general partner ("Local General Partner") will either
continue to operate such Housing Complex or take such other actions as the Local
General Partner believes to be in the best interest of the Local Limited
Partnership. Notwithstanding the preceding, circumstances beyond the control of
the General Partner or the Local General Partners may occur during the
Compliance Period, which would require the Partnership to approve the
disposition of a Housing Complex prior to the end thereof, possibly resulting in
recapture of Low Income Housing Credits.

3

As of March 31, 2001, the Partnership had invested in eighteen Local Limited
Partnerships. Each of these Local Limited Partnerships owns a Housing Complex
that is eligible for the federal Low Income Housing Credit. Certain Local
Limited Partnerships may also benefit from government programs promoting low- or
moderate-income housing.

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

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

As a limited partner or non-managing member, the Partnership's liability for
obligations of each Local Limited Partnership is limited to its investment. The
Local General Partners of each Local Limited Partnership retain responsibility
for developing, constructing, maintaining, operating and managing the Housing
Complexes.

Item 2. Properties

Through its investments in Local Limited Partnerships, the Partnership holds
limited partnership interests in the Housing Complexes. The following table
reflects the status of the eighteen Housing Complexes as of the dates and for
the periods indicated:

4

------------------------------ ---------------------------------
As of March 31, 2001 December 31, 2000
------------------------------ ---------------------------------
Partnership Name Location General Partner Partnership's Amount of Estimated Encumbrances
Name Total Investment Investment Low Income of Local
in Local Limited Paid to Number Housing Limited
Partnerships Date of Units Occupancy Credits Partnerships
- ------------------------------------------------------------------------------------------------------------------------------------

Alliance Apartments I Alliance, Retro Development,
Limited Partnership Nebraska Inc. $ 604,000 $ 604,000 19 79% $ 363,000 *

Blessed Rock of El El Monte, Everland,
Monte California Inc. 2,511,000 2,511,000 137 99% 8,899,000 $ 3,754,000

Broadway Apartments, Hobbs, New Trianon - Broadway,
Limited Mexico LLC, a New Mexico
Partnership Limited Liability
Company 2,029,000 2,029,000 78 88% 2,335,000 1,375,000

Cascade Pines, Atlanta, Urban Residential
L.P. II Georgia Management, Inc.,
a Georgia
Corporation 1,347,000 1,347,000 376 85% 2,533,000 7,763,000

Curtis Associates Curtis, Joseph A. Shepard and
I,L.P. Nebraska Kenneth M. Vitor 88,000 88,000 12 100% 156,000 424,000

Escatawpa Village Escatawpa, Clifford E.
Associates, Limited Mississippi Olsen
Partnership 249,000 249,000 32 97% 458,000 893,000

Evergreen Apartments Tulsa, Retro Development,
I Limited Partnership Oklahoma Inc. ofOklahoma and
Most Worshipful
Prince Hall
Grand Lodge 549,000 549,000 76 29% 991,000 *

Hastings Apartments Hastings, Retro Development, Inc.
I, Limited Nebraska of Oklahoma and Most
Partnership Worshipful Prince Hall
Grand Lodge 542,000 542,000 18 89% 1,005,000 *

Heritage Apartments Berkeley, Joseph A. Shepard and
I, L.P. Missouri Kenneth M. Vitor 752,000 752,000 30 97% 1,333,000 664,000

* Results of Alliance Apartments I, L.P., Evergreen Apartments I, L.P. and
Hastings Apartments I, L.P. have not been audited and thus have been excluded.
See Note 2 to the financial statements and report of certified public accounts.

5

------------------------------ ---------------------------------
As of March 31, 2001 December 31, 2000
------------------------------ ---------------------------------
Partnership Name Location General Partner Partnership's Amount of Estimated Encumbrances
Name Total Investment Investment Low Income of Local
in Local Limited Paid to Number Housing Limited
Partnerships Date of Units Occupancy Credits Partnerships
- ------------------------------------------------------------------------------------------------------------------------------------

Hillcrest Associates, Ontario, Riley J.
A Limited Oregon Hill 354,000 354,000 28 100% 683,000 1,295,000
Partnership

Patten Towers, Chattanooga, Patten Towers
L.P. II Tennessee Partners, LLC 2,154,000 2,154,000 221 99% 3,938,000 6,595,000

Prairieland Syracuse, Kenneth M.
Properties of Kansas Vitor
Syracuse II, L.P. 85,000 85,000 8 75% 152,000 325,000

Raymond S. King Greensboro, Project
Apartments Limited North Homestead,
Partnership Carolina Inc. 437,000 437,000 23 100% 883,000 782,000

Rosedale Limited Silver City, Deke Noftsker and
Partnership New Mexico ABO Corporation 309,000 309,000 32 97% 547,000 1,317,000

Shepherd South Shepherd, Donald W.
Apartments I, Ltd. Texas Sowell 121,000 121,000 24 83% 223,000 570,000

Solomon Associates Solomon, Joseph A. Shepard and
I,L.P. Kansas Kenneth M. Vitor 138,000 138,000 16 88% 250,000 579,000

Talladega County Talladega, Apartment Developers,
Housing Ltd. Alabama Inc. and Thomas H.
Cooksey 653,000 653,000 30 97% 1,200,000 796,000

The Willows Morganton, John C. Loving, Gordon D.
Apartments Limited North Brown, Jr. and Western N.C.
Partnership Carolina Housing Partnership 841,000 841,000 36 97% 1,545,000 1,101,000
----------- ------------ -- ----- --------- ---------
$13,763,000 $ 13,763,000 1,196 88.8% $ 27,494,000 $28,233,000
=========== ============ ====== ===== ============ ==========

6

-------------------------------------------------------------------------------
For the year ended December 31, 2000
-------------------------------------------------------------------------------
Low Income Housing
Credits Allocated to
Partnership Name Rental Income Net Loss Partnership
- --------------------------------------------------------------------------------------------------------------------

Alliance Apartments I Limited
Partnership * * 99%

Blessed Rock of El Monte $ 693,000 (160,000) 49.49%

Broadway Apartments, Limited
Partnership 256,000 (190,000) 99%

Cascade Pines, L.P. II 1,920,000 (1,000) 98%

Curtis Associates I, L.P. 43,000 (12,000) 99%

Escatawpa Village Associates,
Limited Partnership 119,000 (33,000) 99%

Evergreen Apartments I Limited
Partnership * * 99%

Hastings Apartments I, Limited
Partnership * * 99%

Heritage Apartments I, L.P. 112,000 (39,000) 98.9%

Hillcrest Associates, A Limited
Partnership 190,000 (8,000) 99%

Patten Towers, L.P. II 1,486,000 (28,000) 99%

Prairieland Properties of Syracuse
II, L.P. 35,000 (16,000) 99%

Raymond S. King Apartments Limited
Partnership 68,000 (24,000) 99%

Rosedale Limited Partnership 138,000 (35,000) 99%

Shepherd South Apartments I, Ltd. 90,000 (4,000) 99%

Solomon Associates I, L.P. 58,000 (25,000) 99%

Talladega County Housing Ltd. 87,000 (38,000) 99%

The Willows Apartments Limited
Partnership 121,000 (29,000) 99%
----------- -----------
$ 5,416,000 $ (642,000)
=========== ===========
* Results of Alliance Apartments I, L.P., Evergreen Apartments I, L.P. and
Hastings Apartments I, L.P. have not
been audited and thus have been excluded. See Note 2 to the financial
statements and report of certified
public accountants.

7

Item 3. Legal Proceedings

During 2000, Associates identified a potential problem with a developer who, at
the time, was the local general partner in six Local Limited Partnerships. The
Partnership has a 99% limited partnership interest in three of those six 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 six of the
Local Limited Partnerships.

The six 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 ,a tentative settlement as
yet not executed was reached, with respect to this lawsuit for an aggregate
amount of $35,000 of which the Partnership's share is approximately $17,500.

The Partnership has a 99% limited partnership investment in Cascade Pines, L.P.
II ("Cascade"). Cascade is a defendant in a wrongful death lawsuit and a related
injury lawsuit. Cascade carries general liability and extended liability
insurance. Discovery for these lawsuits is ongoing, but the management of
Cascade and Associates 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 insurer denies coverage,
which they have indicated that they might, or the insurance coverage proves to
be inadequate, the Partnership may be required to sell its investment or may
otherwise lose its investment in Cascade. Loss of the Cascade investment could
result in recapture of tax credits and certain prior tax deductions.

Item 4. Submission of Matters to a Vote of Security Holders

NONE.

PART II.

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

Item 5a.

(a) The Units are not traded on a public exchange but were sold through a
public offering. It is not anticipated that any public market will develop
for the purchase and sale of any Unit and none exists. Units can be
assigned only if certain requirements in the Partnership Agreement are
satisfied.

(b) At March 31, 2001, there were 867 Limited Partners.

(c) The Partnership was not designed to provide cash distributions to Limited
Partners in circumstances other than refinancing or disposition of its
investments in Local Limited Partnerships.

(d) No unregistered securities were sold by the Partnership during the year
ended March 31, 2001.

Item 5b.

NOT APPLICABLE
8

Item 6. Selected Financial Data

Selected balance sheet information for the Partnership is as follows:

March 31 December 31
--------------------------------------- ---------------------------------------

2001 2000 1999 1998 1997 1996
----------- ----------- ----------- ----------- ----------- -----------

ASSETS
Cash and cash equivalents $ 20,126 $ 365,942 $ 911,080 $ 950,372 $ 2,018,591 $ 2,567,217
Subscriptions receivable - - - - - 2,195,000
Investments in limited
partnerships, net 10,245,015 10,968,078 12,250,789 12,559,525 13,836,734 12,782,751
Interest receivable - - - - 19,435 -
Loan receivable - - - - - 522,190
Other assets - - - - - 105,998
----------- ----------- ----------- ----------- ----------- -----------
$ 10,265,141 $ 11,334,020 $ 13,161,869 $ 13,509,897 $ 15,874,760 $ 18,173,156
=========== =========== =========== =========== =========== ===========
LIABILITIES
Payables to limited
partnerships $ - $ 72,938 $ 95,030 $ 95,030 $ 1,290,351 $ 2,822,885
Accrued expenses 82,699 149,735 - - - -
Accrued fees and expenses
due to general partner
and affiliates 39,531 26,540 28,677 62,496 4,640 43,807

PARTNERS' EQUITY 10,142,911 11,084,807 13,038,162 13,352,371 14,579,769 15,306,464
----------- ----------- ----------- ----------- ----------- -----------
$ 10,265,141 $ 11,334,020 $ 13,161,869 $ 13,509,897 $ 15,874,760 $ 18,173,156
=========== =========== =========== =========== =========== ===========

Selected results of operations, cash flows, and other information for the
Partnership is as follows:

For the Years Ended For the Three Months For the Years Ended
March 31 Ended March 31 December 31
------------------------- ----------------------- -------------------------------------
2001 2000 1999 1998 1998 1997 1996
----------- ----------- ---------- ----------- ----------- ---------- ---------
(Unaudited)

Income (loss) from
operations (Note 1) $ (285,185)$ (1,099,531) $ (20,391)$ (10,209) $ (52,065) $ 20,214 $ 117,374
Equity in losses of limited
partnerships (656,711) (853,824) (293,818) (170,900) (1,175,333) (789,697) (185,071)
----------- ----------- ---------- ----------- ----------- ---------- ---------
Net loss $ (941,896)$ (1,953,355) $ (314,209)$ (181,109) $ (1,227,398) $ (769,483) $ (67,697)
=========== =========== ========== =========== =========== ========== =========
Net loss allocated
General partner $ (9,419)$ (19,534) $ (3,142)$ (1,811) $ (12,274) $ (7,695) $ (677)
=========== =========== ========== =========== =========== ========== =========
Limited partners $ (932,477)$ (1,933,821) $ (311,067)$ (179,298) $ (1,215,124) $ (761,788) $ (67,020)
=========== =========== ========== =========== =========== ========== =========
Net loss per limited partner
unit $ (51.80)$ (107.43) $ (17.28)$ (9.96) $ (67.51) $ (42.32) $ (4.94)
=========== =========== ========== =========== =========== ========== =========
Outstanding weighted
limited partner units 18,000 18,000 18,000 18,000 18,000 18,000 13,564
=========== =========== ========== =========== =========== ========== =========
Note 1 - Loss from operations in 2000 includes a charge for impairment losses
on investments in limited partnerships of
$955,804. (See Note 2 to the audited financial statements.)

9

For the Years Ended For the Three Months For the Years Ended
March 31 Ended March 31 December 31
------------------------- ----------------------- -------------------------------------

2001 2000 1999 1998 1998 1997 1996
----------- --------- --------- ---------- ---------- ---------- -----------
(Unaudited)

Net cash provided by
(used in):

Operating activities $ (295,186) $ (59,825) $ (45,335) $ 27,295 $ 60,991 $ 102,215 $ (205,999)

Investing activities (50,630) (485,313) 6,043 (515,359) (1,129,210) (2,888,629) (7,704,761)

Financing activities - - - - - 2,237,788 9,816,978
----------- --------- --------- ---------- ---------- ---------- -----------
Net change in cash and cash
equivalents (345,816) (545,138) (39,292) (488,064) (1,068,219) (548,626) 1,906,218
Cash and cash equivalents,
beginning of period 365,942 911,080 950,372 2,018,591 2,018,591 2,567,217 660,999
----------- --------- --------- ---------- ---------- ---------- -----------
Cash and cash equivalents,
end of period $ 20,126 $ 365,942 $ 911,080 $ 1,530,527 $ 950,372 $ 2,018,591 $ 2,567,217
=========== ========= ========= ========== ========== ========== ===========

Low Income Housing Credit per Unit was as follows for the years ended December 31:

2000 1999 1998 1997 1996
--------------- --------------- --------------- ---------------- ---------------

Federal $ 136 $ 137 $ 131 $ 83 $ 59
State - -
- - -
------- ------- -------- ------- --------
Total $ 136 $ 137 $ 131 $ 83 $ 59
======== ======= ======= ======= ========

Item 7. 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-K 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-K and in other reports we filed with the
Securities and Exchange Commission. The following discussion should be read in
conjunction with the Consolidated Financial Statements and the Notes thereto
included elsewhere in this filing.

10

Uncertainty with Respect to Investment in Alliance, Evergreen and Hastings

The Partnership has three 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").

The independent auditors engaged to perform an audit of Alliance, Evergreen, and
Hastings' financial statements as of and for the year ended December 31, 1999,
were unable to form an opinion on those financial statements. This was due to
the inability to obtain from the former local general partner certain general
ledger information for a period of approximately three months and reliable
confirmations of advances to/notes receivable from the former local general
partner. Further, the independent auditors were unable to obtain management
representation letters from the former property management company, which is an
affiliate of the former local general partner. As of July-19, 2001, the
Partnership had not obtained audited financial statements for Alliance,
Evergreen and Hastings as of and for the year ended December 31, 2000. As a
result, the Partnership has not included the financial information of Alliance,
Evergreen and Hastings in the combined condensed financial statements presented
in Note 3 to the financial statements. The combined condensed financial
information presented in Note 3 for prior periods has been restated to exclude
the accounts of Alliance, Evergreen and Hastings. The Partnership has reflected
equity in the net losses of Alliance, Evergreen and Hastings totaling $167,793
($(9.32) per limited partnership unit) for the year ended March 31, 2000, based
on nine months of reported results provided by Alliance, Evergreen and Hastings
and on three months of results estimated by Associates. Such estimates may be
materially misstated due to the lack of corroborative financial information.
During the year ended March 31, 2000, the Partnership advanced $205,080 in cash
to Alliance, Evergreen and Hastings for operating expenses, including legal fees
relating to certain litigation involving these and other properties as outlined
in Note 8.

As a result of the foregoing, in 2000, 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 include $644,589
in remaining book value of the Partnership's investments in Alliance, Evergreen
and Hastings, $205,080 and $74,631 of cash advances, pre and post year end, a
$50,000 accrual for anticipated legal costs, and $21,504 of estimated accounting
and other related costs.

During 2001, Alliance, Evergreen and Hastings continued to experience negative
cash flows from operations. All mortgages were suspended under a written
agreement with the lender which expired in May 2001 and no payments have been
made since August 2000. The Partnership incurred an additional $160,000 of
expenses in connection with the operations of Evergreen which is included in
other operating expenses in the accmpaying 2001 Financial Statement.

On July 19, 2001, the Evergreen property was sold for a gross sales price of
$1.3M which after payment of its outstanding loans and closing costs yielded net
proceeds to the Partnership of $168,000 in the form of a return of advances. 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.

WNC is currently attempting to sell the Alliance and Hastings properties. WNC
may not be successful in its efforts to sell and the lender may foreclose on the
properties as the loans are now in default.

As a result of the aforementioned operating difficulties, there is uncertainty
as to whether the Partnership will ultimately retain its interests in Alliance,
Evergreen and Hastings. If the investments are sold or otherwise not retained,
the Partnership could be subject to recapture of tax credits and certain prior
tax deductions. There is further uncertainty as to costs that the Partnership
may ultimately incur in connection with its investments in Alliance, Evergreen
and Hastings. The Partnership's financial statements do not include any
adjustments that might result from the outcome of these uncertainties.

11

Financial Condition

The Partnership's assets at March 31, 2001 consisted primarily of $20,000 in
cash and aggregate investments in the eighteen Local Limited Partnerships of
$10,245,000. Liabilities at March 31, 2001 primarily consisted of $0 due to
limited partnerships, $83,000 of accrued expenses and $40,000 due to general
partner or affiliates for advances.

Results of Operations

Year Ended March 31, 2001 Compared to Year Ended March 31, 2000 The Partnerships
net loss for the year ended March 31, 2001 was $(942,000), reflecting a decrease
of $(1,012,000) from the net loss experienced for the year ended March 31, 2000
of $(1,953,000). The decline in net loss is due to the impairment loss recorded
during 2000 in connection with three of the limited partnership investments
totaling $996,000, a reduction in the equity in losses of limited partnerships
which decreased by $197,000 due largely to the impairment loss recorded in 2000,
offset by a reduction in income of $8,000 and an increase in other operating
expense of $174,000. Operating expenses increased due to costs incurred of
$160,000 on behalf of one of the impaired properties and additional legal bills
related to litigation.

Year Ended March 31, 2000 Compared to Year Ended December 31, 1998. The
Partnerships net loss for the year ended March 31, 2000 was $(1,953,000),
reflecting an increase of $(726,000) from the net loss experienced for the year
ended December 31, 1998 of $(1,227,000). The increase in net loss is due to the
impairment loss recorded in connection with three of the limited partnership
investments totaling $(996,000), a reduction in income of $(19,000), offset by a
reduction in the equity in losses of limited partnerships which decreased by
$321,000.

Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 1998.
The Partnership's net loss for the three months ended March 31, 1999 was
$(314,000), reflecting an increase of $133,000 from the net loss experienced for
the three months ended March 31, 1998. The increase in net loss is due to equity
in losses of limited partnerships which increased by $123,000 to $(294,000) for
the three month period ended March 31, 1999 from $(171,000) for the three month
period ended March 31, 1998. In addition to the increase in equity in losses of
limited partnerships, the Partnership experienced an increase in net loss from
operations of $10,000 to $(20,000) for the three month period ended March 31,
1999 from $(10,000) for the three month period ended March 31, 1998 due to a
decrease in interest income of $7,000 and an increase in operating expenses of
$3,000.

Cash Flows

Year Ended March 31, 2001 Compared to Year Ended March 31, 2000 Net decrease in
cash for the year ended March 31, 2001 was $(346,000) compared to a net decrease
in cash for the year ended March 31, 2000 of $(545,000). The change of $199,000
was due primarily to a decrease in cash advances to limited partnerships of
$205,000, a decrease $244,000 in capitalized acquisition costs and fees, an
increase of $12,000 in distributions from limited partnerships, offset by an
increase in cash used in operations of $236,000.

Year Ended March 31, 2000 Compared to Year Ended December 31, 1998. Net decrease
in cash for the year ended March 31, 2000 was $(545,000) compared to a net
decrease in cash for the year ended December 31, 1998 of $(1,068,000). The
change was due primarily to a decrease in investments in limited partnerships of
$1,073,000 offset by an increase of $(205,000) in cash advances paid to limited
partnerships and an increase of $(191,000) in capitalized acquisition costs and
fees.

Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 1998.
Net decrease in cash during the three months ended March 31, 1999 was $(39,000)
compared to a net decrease in cash for the three months ended March 31, 1998 of
$(488,000). The change was due primarily to a decrease in investments in limited
partnerships of $523,000 offset by an increase in cash paid to the General
Partner or affiliates of $48,000 and a decrease in interest received of $22,000.

During the year ended March 31, 2001 and 2000 and the three months ended March
31, 1999, accrued payables, which consist primarily of related party management
fees due to the General Partner, increased by $13,000 and decreased by $2,000
and $34,000, respectively. During the year ended December 31, 1998, accrued
payables increased by $58,000. The General Partner does not anticipate that
these accrued fees will be paid in full until such time as capital reserves are
in excess of future foreseeable working capital requirements of the Partnership.

12

The Partnership expects its future cash flows, together with its net available
assets at March 31, 2001, to be sufficient to meet all currently foreseeable
future cash requirements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

NOT APPLICABLE

Item 8. Financial Statements and Supplementary Data

13

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners
WNC Housing Tax Credit Fund V, L.P., Series 3

We have audited the accompanying balance sheets of WNC Housing Tax Credit Fund
V, L.P., Series 3 (a California Limited Partnership) (the "Partnership") as of
March 31, 2001 and 2000, and the related statements of operations, partners'
equity (deficit) and cash flows for the years ended March 31, 2001 and 2000, the
three months ended March-31, 1999 and the year ended December 31, 1998. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits. A significant portion of the financial statements of the limited
partnerships in which the Partnership is a limited partner were audited by other
auditors whose reports have been furnished to us. As discussed in Note 3 to the
financial statements, the Partnership accounts for its investments in limited
partnerships using the equity method. The portion of the Partnership's
investment in limited partnerships audited by other auditors represented 89% and
65% of the total assets of the Partnership at March 31, 2001 and 2000,
respectively. Our opinion, insofar as it relates to the amounts included in the
financial statements for the limited partnerships which were audited by others,
is based solely on the reports of the other auditors.

Except as discussed in the following paragraph, we conducted our audits in
accordance with auditing standards generally accepted in the United States of
America. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits and the reports of the other auditors provide a
reasonable basis for our opinion.

As more thoroughly discussed in Note 2 to the financial statements, the
independent auditors engaged to perform the audits of the financial statements
as of and for the year ended December 31, 1999 for Alliance Apartments I, L.P.
("Alliance"), Evergreen Apartments I, L.P. ("Evergreen") and Hastings Apartments
I, L.P. ("Hastings"), were unable to express an opinion on those financial
statements. In addition, the Partnership did not obtain audited financial
statements for Alliance, Evergreen and Hastings as of and for the year ended
December 31, 2000. The Partnership investments in Alliance, Evergreen and
Hastings have been fully impaired at March 31, 2000.

In our opinion, except for the effects of such adjustments, if any, as might
have been determined to be necessary had the 2000 and 1999 financial statements
of Alliance, Evergreen and Hastings' been audited, the financial statements
referred to above present fairly, in all material respects, the financial
position of WNC Housing Tax Credit Fund V, L.P., Series 3 (a California Limited
Partnership) as of March 31, 2001 and 2000, and the results of its operations
and its cash flows for the years ended March 31, 2001 and 2000, the three months
ended March 31, 1999 and the year ended December 31, 1998, in conformity with
accounting principles generally accepted in the United States of America.

/s/BDO SEIDMAN, LLP
BDO SEIDMAN, LLP
Orange County, California
July 9, 2001 except as to
Note 2 paragraph 5 which is
as of July 19, 2001
14

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

BALANCE SHEETS

March 31
---------------------------------
2001 2000
------------- ----------------

ASSETS

Cash and cash equivalents $ 20,126 $ 365,942
Investments in limited partnerships, net (Notes 2, 3 and 4) 10,245,015 10,968,078
------------- ----------------
$ 10,265,141 $ 11,334,020
============= ================
LIABILITIES AND PARTNERS' EQUITY
(DEFICIT)
Liabilities:
Payables to limited partnerships (Note 6) $ - $ 72,938
Accrued expenses (Note 2) 82,699 149,735
Accrued fees and advances due to General
Partner and affiliates (Note 4) 39,531 26,540
------------- ----------------
Total liabilities 122,230 249,213
------------- ----------------
Commitments and contingencies (Note 8)

Partners' equity (deficit):
General partner (74,062) (64,643)
Limited partners (25,000 units authorized,
18,000 units issued and outstanding) 10,216,973 11,149,450
------------- ----------------
Total partners' equity 10,142,911 11,084,807
------------- ----------------
$ 10,265,141 $ 11,334,020
============== ==================

See report of independent certified public accountants and accompanying notes to financial statements.

15

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

STATEMENTS OF OPERATIONS

For the
Three For the Year
Months Ended
For the Years Ended Ended March December
March 31 31 31
------------------------------ ------------- ----------------

2001 2000 1999 1998
------------- ------------ ------------- ----------------

Interest income $ 9,790 $ 29,172 $ 9,994 $ 55,326
Other income 18,049 6,676 - -
------------- ------------ ------------- ----------------
Total income 27,839 35,848 9,994 55,326
------------- ------------ ------------- ----------------
Operating expenses:
Amortization (Notes 3 and 4) 44,044 42,439 8,875 35,765
Asset management fees (Note 4) 50,152 49,500 12,375 49,500
Other 218,828 47,636 9,135 22,126
Impairment on investments in limited
partnerships (Notes 2 and 3) - 995,804 - -
------------- ------------ ------------- ----------------
Total operating expenses 313,024 1,135,379 30,385 107,391
------------- ------------ ------------- ----------------
Loss from operations (285,185) (1,099,531) (20,391) (52,065)

Equity in losses of limited
partnerships (Note 3) (656,711) (853,824) (293,818) (1,175,333)
------------- ------------ ------------- ----------------
Net loss $ (941,896) $ (1,953,355) $ (314,209)$ (1,227,398)
============= ============ ============= ================
Net loss allocated to:
General partner $ (9,419) $ (19,534) $ (3,142)$ (12,274)
============= ============ ============= ================
Limited partners $ (932,477) $ (1,933,821) $ (311,067)$ (1,215,124)
============= ============ ============= ================
Net loss per limited partner unit $ (51.80) $ (107.43) $ (17.28)$ (67.51)
============= ============ ============= ================
Outstanding weighted limited
partner units 18,000 18,000 18,000 18,000
============= ============ ============= ================

See report of independent certified public accountants and accompanying notes to financial statements.

16

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

STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

For The Years Ended March 31, 2001 and 2000,
For The Three Months Ended March 31, 1999 and
For The Year Ended December 31, 1998

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

Partners' equity (deficit) at January 1, 1998 $ (29,693) $ 14,609,462 $ 14,579,769

Net loss (12,274) (1,215,124) (1,227,398)
--------------- --------------- ---------------
Partners' equity (deficit) at December 31, 1998 (41,967) 13,394,338 13,352,371

Net loss (3,142) (311,067) (314,209)
--------------- --------------- ---------------
Partners' equity (deficit) at March 31, 1999 (45,109) 13,083,271 13,038,162

Net loss (19,534) (1,933,821) (1,953,355)
--------------- --------------- ---------------
Partners' equity (deficit) at March 31, 2000 (64,643) 11,149,450 11,084,807

Net loss (9,419) (932,477) (941,896)
--------------- --------------- ---------------
Partners' equity (deficit) at March 31, 2001 $ (74,062) $ 10,216,973 $ 10,142,911
=============== =============== ===============

See report of independent certified public accountants and accompanying notes to financial statements.

17

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

STATEMENTS OF CASH FLOWS

For the Years Ended For the Years Ended For the Years Ended
March 31 March 31 March 31
------------------------------ ----------------- --------------------

2001 2000 1999 1998
------------- --------- ----------------- ---------------------

Cash flows from operating activities:

Net loss $ (941,896) $ (1,953,355) $ (314,209) $ (1,227,398)
Adjustments to reconcile net loss to
net cash provided by (used in)
operating activities:
Amortization 44,044 42,439 8,875 35,765
Impairment loss on investments in limited
partnerships - 995,804 - -
Equity in losses of limited
partnerships 656,711 853,824 293,818 1,175,333
Change in interest receivable - - - 19,435
Change in accrued fees and
expenses due to general partner
and affiliates 12,991 (2,137) (33,819) 57,856
Change in accrued expenses (67,036) 3,600 - -
------------- -------------- ----------------- ---------------------
Net cash provided by (used in)
operating activities (295,186) (59,825) (45,335) 60,991
------------- -------------- ----------------- ---------------------
Cash flows from investing activities:
Investments in limited partnerships, net (72,938) (47,092) - (1,120,181)
Capitalized acquisition costs and fees 10,452 (233,141) (1,520) (32,076)
Distributions from limited
partnerships 11,856 - 7,563 23,047
Cash advances to limited partnerships - (205,080) - -
------------- -------------- ----------------- ---------------------
Net cash provided by (used in)
investing activities (50,630) (485,313) 6,043 (1,129,210)
------------- -------------- ----------------- ---------------------
Net decrease in cash and cash equivalents (345,816) (545,138) (39,292) (1,068,219)

Cash and cash equivalents, beginning of period 365,942 911,080 950,372 2,018,591
------------- -------------- ----------------- ---------------------
Cash and cash equivalents, end of period $ 20,126 $ 365,942 $ 911,080 $ 950,372
============= ============== ================= =====================
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW INFORMATION
Taxes paid $ 800 $ 800 $ - $ 800
============== ============== =============== =====================
See report of independent certified public accountants and accompanying notes to financial statements.

18

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

NOTES TO FINANCIAL STATEMENTS

For The Years Ended March 31, 2001 and 2000,
For The Three Months Ended March 31, 1999 and
For The Year Ended December 31, 1998

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
Organization
- ------------
WNC Housing Tax Credit Fund V, L.P., Series 3, a California Limited Partnership
(the "Partnership"), was formed on March 28, 1995, under the laws of the state
of California. The Partnership was formed to invest primarily in other limited
partnerships (the "Local Limited Partnerships") which own and operate
multi-family housing complexes (the "Housing Complex") that are eligible for low
income housing credits. The local general partners (the "Local General
Partners") of each Local Limited Partnership retain responsibility for
maintaining, operating and managing the Housing Complex.

The general partner is WNC & Associates, Inc. ("WNC"). Wilfred N. Cooper, Sr.,
through the Cooper Revocable Trust owns 66.8% of the outstanding stock of WNC.
John B. Lester was the original limited partner of the Partnership and owns
28.6% of the outstanding stock of WNC. Wilfred N. Cooper, Jr., President of WNC,
owns 2.1% of the outstanding stock of WNC.

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 activity relating to the business of the
Partnership, and do not give effect to any assets that the partners may have
outside of their interests in the Partnership, 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 a 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.

Change in Reporting Year End
- ----------------------------
In 1999, the Partnership elected to change its year end for financial reporting
purposes from December 31 to March-31. All financial information reflected in
the financial statements and related footnotes has been adjusted for this change
in year end except for the combined condensed financial information relating to
the Local Limited Partnerships included in Note 3.

19

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

NOTES TO FINANCIAL STATEMENTS - CONTINUED

For The Years Ended March 31, 2001 and 2000,
For The Three Months Ended March 31, 1999 and
For The Year Ended December 31, 1998

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
- --------------------------------------------------------------
Risks and Uncertainties
- -----------------------
The Partnership's investments in Local Limited Partnerships are subject to the
risks incident to the management and ownership of low-income housing and to the
management and ownership of multi-unit residential real estate. Some of these
risks are that the low income housing credit could be recaptured and that
neither the Partnership's investments nor the Housing Complexes owned by the
Local Limited Partnerships will be readily marketable. To the extent the Housing
Complexes receive government financing or operating subsidies, they may be
subject to one or more of the following risks: difficulties in obtaining tenants
for the Housing Complexes; difficulties in obtaining rent increases; limitations
on cash distributions; limitations on sales or refinancing of Housing Complexes;
limitations on transfers of Local Limited Partnership Interests; limitations on
removal of Local General Partners; limitations on subsidy programs; and possible
changes in applicable regulations. The Housing Complexes are or will be subject
to mortgage indebtedness. If a Local Limited Partnership does not make its
mortgage payments, the lender could foreclose resulting in a loss of the Housing
Complex and low income housing credits. As a limited partner of the Local
Limited Partnerships, the Partnership will have very limited rights with respect
to management of the Local Limited Partnerships, and will rely totally on the
Local General Partners of the Local Limited Partnerships for management of the
Local Limited Partnerships. The value of the Partnership's investments will be
subject to changes in national and local economic conditions, including
unemployment conditions, which could adversely impact vacancy levels, rental
payment defaults and operating expenses. This, in turn, could substantially
increase the risk of operating losses for the Housing Complexes and the
Partnership. In addition, each Local Limited Partnership is subject to risks
relating to environmental hazards and natural disasters which might be
uninsurable. Because the Partnership's operations will depend on these and other
factors beyond the control of the General Partner and the Local General
Partners, there can be no assurance that the anticipated low income housing
credits will be available to Limited Partners.

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

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

Losses from limited partnerships for the year ended December 31, 1998 have been
recorded by the Partnership based on reported results provided by the Local
Limited Partnerships. Losses from limited partnerships for the three months
ended March 31, 1999 have been estimated by management of the Partnership.
Losses from limited partnerships for the years ended March 31, 2001 and 2000
have been recorded by the Partnership based on nine months of reported results
provided by the Local Limited Partnerships and on three months of results
estimated by management of the Partnership. Losses from the limited partnerships
allocated to the Partnership will not be recognized to the extent that the
investment balance would be adjusted below zero.

20

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

NOTES TO FINANCIAL STATEMENTS - CONTINUED

For The Years Ended March 31, 2001 and 2000,
For The Three Months Ended March 31, 1999 and
For The Year Ended December 31, 1998

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

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

Cash and Cash Equivalents
- -------------------------
The Partnership considers highly liquid investments with remaining maturities of
three months or less when purchased to be cash equivalents. As of March 31, 2001
and 2000, the Partnership had no cash equivalents.

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

Reporting Comprehensive Income
- ------------------------------
In June 1997, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 130, Reporting Comprehensive Income. This statement establishes
standards for reporting the components of comprehensive income and requires that
all items that are required to be recognized under accounting standards as
components of comprehensive income be included in a financial statement that is
displayed with the same prominence as other financial statements. Comprehensive
income includes net income as well as certain items that are reported directly
within a separate component of partners' equity and bypass net income. The
Partnership adopted the provisions of this statement in 1998. For the periods
presented, the Partnership has no elements of other comprehensive income, as
defined by SFAS No. 130.

21

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

NOTES TO FINANCIAL STATEMENTS - CONTINUED

For The Years Ended March 31, 2001 and 2000,
For The Three Months Ended March 31, 1999 and
For The Year Ended December 31, 1998

NOTE 2 - UNCERTAINTY WITH RESPECT TO INVESTMENTS IN ALLIANCE, EVERGREEN AND
- --------------------------------------------------------------------------------
HASTINGS: IMPAIRMENT OF INVESTMENTS
-----------------------------------
The Partnership has three 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").

The independent auditors engaged to perform an audit of Alliance, Evergreen, and
Hastings' financial statements as of and for the year ended December 31, 1999,
were unable to form an opinion on those financial statements. This was due to
the inability to obtain from the former local general partner certain general
ledger information for a period of approximately three months and reliable
confirmations of advances to/notes receivable from the former local general
partner. Further, the independent auditors were unable to obtain management
representation letters from the former property management company, which is an
affiliate of the former local general partner. As of July-19, 2001, the
Partnership had not obtained audited financial statements for Alliance,
Evergreen and Hastings as of and for the year ended December 31, 2000. As a
result, the Partnership has not included the financial information of Alliance,
Evergreen and Hastings in the combined condensed financial statements presented
in Note 3 to the financial statements. The combined condensed financial
information presented in Note 3 for prior periods has been restated to exclude
the accounts of Alliance, Evergreen and Hastings. The Partnership has reflected
equity in the net losses of Alliance, Evergreen and Hastings totaling $167,793
($(9.32) per limited partnership unit) for the year ended March 31, 2000, based
on nine months of reported results provided by Alliance, Evergreen and Hastings
and on three months of results estimated by Associates. Such estimates may be
materially misstated due to the lack of corroborative financial information.
During the year ended March 31, 2000, the Partnership advanced $205,080 in cash
to Alliance, Evergreen and Hastings for operating expenses, including legal fees
relating to certain litigation involving these and other properties as outlined
in Note 8.

As a result of the foregoing, in 2000, 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, pre and post year
end, a $50,000 accrual for anticipated legal costs, and $21,504 of estimated
accounting and other related costs.

During 2001, Alliance, Evergreen and Hastings continued to experience negative
cash flows from operations. All mortgages were suspended under a written
agreement with the lender which expired in May 2001 and no payments have been
made since August 2000. The Partnership incurred an additional $160,000 of
expenses in connection with the operations of Evergreen, which is inclued in
other operating expenses in the accompaying 2001 financial statements.

On July 19, 2001, the Evergreen property was sold for a gross sales price of
$1.3M which after payment of its outstanding loans and closing costs yielded net
proceeds to the Partnership of $168,000 in the form of a return of advances. 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.

22

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

NOTES TO FINANCIAL STATEMENTS - CONTINUED

For The Years Ended March 31, 2001 and 2000,
For The Three Months Ended March 31, 1999 and
For The Year Ended December 31, 1998

NOTE 2 - UNCERTAINTY WITH RESPECT TO INVESTMENTS IN ALLIANCE, EVERGREEN AND
- --------------------------------------------------------------------------------
HASTINGS: IMPAIRMENT OF INVESTMENTS, continued
----------------------------------------------
WNC is currently attempting to sell the Alliance and Hastings properties. WNC
may not be successful in its efforts to sell and the lender may foreclose on the
properties as the loans are now in default.

As a result of the aforementioned operating difficulties, there is uncertainty
as to whether the Partnership will ultimately retain its interests in Alliance
and Hastings. If the investments are sold or otherwise not retained, the
Partnership could be subject to recapture of tax credits and certain prior tax
deductions. There is further uncertainty as to costs that the Partnership may
ultimately incur in connection with its investments in Alliance and Hastings.
The Partnership's financial statements do not include any adjustments that might
result from the outcome of these uncertainties.

NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS
- --------------------------------------------
As of the periods presented, the Partnership has acquired limited partnership
interests in 18 Local Limited Partnerships, each of which owns one Housing
Complex consisting of an aggregate of 1,196 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.

The Partnership's investments in Local Limited Partnerships as reflected in the
balance sheet at March 31, 2001 and 2000 and at the preceding December 31, 1999,
are approximately $894,000, $1,137,000 and $1,729,000, respectively, greater
than the Partnership's equity as shown in the Local Limited Partnerships'
combined financial statements presented below. This difference is partially due
to acquisition costs related to the acquisition of the investments that have
been capitalized in the Partnership's investment account, unrecorded losses and
capital contributions payable to the limited partnerships which were netted
against partner capital in the Local Limited Partnerships' financial statements.
The Partnership's investment is also lower than the Partnership's equity as
shown in the Local Limited Partnership's combined financial statements due to
the losses recorded by the Partnership for the three month period ended March
31. Lastly, the difference is due to the exclusion of the financial statements
of Alliance, Hastings and Evergreen from the combined condensed financial
information presented below. See Note 2 for discussion.

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. As of the year ended March 31, 2001, one of the
investment accounts had reached a zero balance. Losses related to that
investment totaled $129,000.

23

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

NOTES TO FINANCIAL STATEMENTS - CONTINUED

For The Years Ended March 31, 2001 and 2000,
For The Three Months Ended March 31, 1999 and
For The Year Ended December 31, 1998

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:

For the
Three For the Year
Months Ended
For the Years Ended Ended March December
March 31 31 31
------------------------------ ---------------- ---------------

2001 2000 1999 1998
------------- ------------- ---------------- ---------------

Investments per balance sheet, beginning of period $ 10,968,078 $ 12,250,789 $ 12,559,525 $ 13,836,734
Capital contributions paid, net - 25,000 - -
Impairment loss on investments in limited
partnerships (Note 2) - (995,804) - -
Cash advanced (Note 2) - 205,080 - -
Accrued expenses (Note 2) - 146,135 - -
Capitalized acquisition fees and costs (10,452) 233,141 1,520 32,076
Tax credit adjustments - - - (75,140)
Distributions received (11,856) - (7,563) (23,047)
Equity in losses of limited partnerships (656,711) (853,824) (293,818) (1,175,333)
Amortization of capitalized acquisition fees
and costs (44,044) (42,439) (8,875) (35,765)
------------- ------------- ---------------- ---------------
Investments per balance sheet, end of period $ 10,245,015 $ 10,968,078 $ 12,250,789 $ 12,559,525
============= ============= ================ ===============

24

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

NOTES TO FINANCIAL STATEMENTS - CONTINUED

For The Years Ended March 31, 2001 and 2000,
For The Three Months Ended March 31, 1999 and
For The Year Ended December 31, 1998

NOTE 3 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued
- -------------------------------------------------------
The financial information from the individual financial statements of the Local
Limited Partnerships include rental and interest subsidies. Rental subsidies are
included in total revenues and interest subsidies are generally netted against
interest expense. Approximate combined condensed financial information from the
individual financial statements of the Local Limited Partnerships as of December
31 and for the years then ended is as follows (Combined condensed financial
information for Alliance, Evergreen and Hastings have been excluded from the
presentation below. See Note-2 for further discussion):

COMBINED CONDENSED BALANCE SHEETS

2000 1999
--------------- ---------------

ASSETS

Land $ 2,723,000 $ 2,723,000
Buildings and improvements, net of accumulated
depreciation for 2000 and 1999 of $6,123,000 and
$4,709,000, respectively 36,841,000 37,998,000
Other assets 4,220,000 4,354,000
--------------- ---------------
$ 43,784,000 $ 45,075,000
=============== ===============
LIABILITIES

Mortgage and construction loans payable $ 28,233,000 $ 27,652,000
Other liabilities (including due to related parties of
$2,025,000 and $979,000 as of December 31, 2000 and
1999, respectively) 3,469,000 4,733,000
--------------- ---------------
31,702,000 32,385,000
--------------- ---------------
PARTNERS' CAPITAL

WNC Housing Tax Credit Fund V, L.P., Series 3 9,351,000 9,831,000
Other partners 2,731,000 2,859,000
--------------- ---------------
12,082,000 12,690,000
--------------- ---------------
$ 43,784,000 $ 45,075,000
=============== ===============

25

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

NOTES TO FINANCIAL STATEMENTS - CONTINUED

For The Years Ended March 31, 2001 and 2000,
For The Three Months Ended March 31, 1999 and
For The Year Ended December 31, 1998

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

COMBINED CONDENSED STATEMENTS OF OPERATIONS

2000 1999 1998
--------------- --------------- ---------------
(Restated)

Revenues $ 5,716,000 $ 5,457,000 $ 5,332,000
--------------- --------------- ---------------
Expenses:
Operating expenses 3,369,000 3,278,000 3,164,000
Interest expense 1,540,000 1,519,000 1,579,000
Depreciation and amortization 1,449,000 1,425,000 1,484,000
--------------- --------------- ---------------
Total expenses 6,358,000 6,222,000 6,227,000
--------------- --------------- ---------------
Net loss $ (642,000) $ (765,000) $ (895,000)
=============== =============== ===============
Net loss allocable to the Partnership, before equity
in losses of Alliance, Evergreen and Hastings $ (557,000) $ (715,000) $ (832,000)
=============== =============== ===============
Net loss recorded by the Partnership, before equity in
losses of Alliance, Evergreen and Hastings $ (657,000) $ (686,000) $ (832,000)

Net loss of Alliance allocable to the Partnership - (49,000) (63,000)

Net loss of Evergreen allocable to the Partnership - (73,000) (222,000)

Net loss of Hastings allocable to the Partnership - (46,000) (58,000)
--------------- --------------- ---------------
Net loss recorded by the Partnership $ (657,000) $ (854,000) $ (1,175,000)
=============== =============== ===============

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.

26

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

NOTES TO FINANCIAL STATEMENTS - CONTINUED

For The Years Ended March 31, 2001 and 2000,
For The Three Months Ended March 31, 1999 and
For The Year Ended December 31, 1998

NOTE 4 - RELATED PARTY TRANSACTIONS
- -----------------------------------
Under the terms of the Partnership Agreement, the Partnership has paid or is
obligated to the General Partner or its affiliates for the following items:

Acquisition fees of up to 7.5% of the gross proceeds from the sale of Units
as compensation for services rendered in connection with the acquisition of
Local Limited Partnerships. As of March 31, 2001 and 2000, the Partnership
incurred total acquisition fees of $1,200,785. Accumulated amortization of
these capitalized costs was $299,672 and $133,032 as of March 31, 2001 and
2000, respectively. Of the accumulated amortization recorded on the balance
sheet at March 31, 2001, $126,614 of the related expense was reflected as
equity in losses of limited partnerships on the statement of operations
during the fourth quarter of the year ended March 31, 2001 to reduce the
respective net acquisition fee component of investments in local limited
partnerships to zero for those Local Limited Partnerships which would
otherwise be below a zero balance.

Reimbursement of costs incurred by an affiliate of the General Partner in
connection with the acquisition of Local Limited Partnerships. These
reimbursements have not exceeded 1% of the gross proceeds. As of March 31,
2001 and 2000, the Partnership incurred acquisition costs of $120,510,
which have been included in investments in limited partnerships.
Accumulated amortization was $29,367 and $12,542 as of March-31, 2001 and
2000, respectively. Of the accumulated amortization recorded on the balance
sheet at March 31, 2001, $12,806 of the related expense was reflected as
equity in losses of limited partnerships on the statement of operations
during the fourth quarter of the year ended March 31, 2001 to reduce the
respective net acquisition fee component of investments in local limited
partnerships to zero for those Local Limited Partnerships which would
otherwise be below a zero balance.

An annual asset management fee equal to the greater amount of (i) $2,000
for each Housing complex, or (ii) 0.275% of gross proceeds. In either case,
the fee will be decreased or increased annually based on changes to the
Consumer Price Index. However, in no event will the maximum amount exceed
0.2% of the invested assets of the limited partnerships, including the
Partnership's allocable share of the mortgages. Management fees of $50,152,
$49,500, $12,375 and $49,500 were incurred during the years ended March 31,
2001 and 2000, the three months ended March 31, 1999 and the year ended
December-31, 1998, respectively, of which $12,375, $63,242, $49,500 and $0
were paid, respectively.

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.

27

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

NOTES TO FINANCIAL STATEMENTS - CONTINUED

For The Years Ended March 31, 2001 and 2000,
For The Three Months Ended March 31, 1999 and
For The Year Ended December 31, 1998

NOTE 4 - RELATED PARTY TRANSACTIONS, continued
- ----------------------------------------------
The accrued fees and expenses due to the General Partner and affiliates
consisted of the following:

March 31
----------------------------
2001 2000
----------- -------------

Reimbursements for expenses paid by the General
Partner or an affiliate $ 2,406 $ 26,540

Asset management fee payable 37,125 -
----------- -------------
Total $ 39,531 $ 26,540
=========== =============

NOTE 5 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
- ----------------------------------------------------
The following is a summary of the quarterly operations for the years ended March
31, 2001 and 2000 (in thousands, except for per unit data).

June 30 September 30 December 31 March 31
--------------- --------------- --------------- ---------------
2001
----

Income $ 10,000 $ 3,000 $ 2,000 $ 13,000

Operating expenses (29,000) (71,000) (79,000) (134,000)

Equity in losses of limited
partnerships (179,000) (179,000) (179,000) (120,000)

Net loss (198,000) (247,000) (256,000) (241,000)

Loss available to limited partners (196,000) (244,000) (253,000) (239,000)

Loss per limited partner unit (11) (14) (14) (13)

2000
----
Income $ 9,000 $ 8,000 $ 6,000 $ 13,000

Operating expenses (27,000) (41,000) (52,000) (1,015,000)

Equity in losses of limited
partnerships (294,000) (256,000) (238,000) (66,000)

Net loss (312,000) (289,000) (284,000) (1,068,000)

Loss available to limited partners (309,000) (286,000) (281,000) (1,058,000)

Loss per limited partner unit (17) (16) (16) (59)

28

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

NOTES TO FINANCIAL STATEMENTS - CONTINUED

For The Years Ended March 31, 2001 and 2000,
For The Three Months Ended March 31, 1999 and
For The Year Ended December 31, 1998

NOTE 6 - PAYABLES TO LIMITED PARTNERSHIPS
- -----------------------------------------
Payables to Local Limited Partnerships represent amounts which are due at
various times based on conditions specified in the respective limited
partnership agreements. These contributions are payable in installments and are
generally due upon the Local Limited Partnerships achieving certain development
and operating benchmarks (generally within two years of the Partnership's
initial investment).

NOTE 7 - 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 8 - COMMITMENTS AND CONTINGENCIES
- --------------------------------------
During 2000, WNC identified a potential problem with a developer who, at the
time, was the local general partner in six Local Limited Partnerships. The
Partnership has 99% limited partnership investments in three of those six Local
Limited Partnerships. Those investments are Alliance Apartments I, Evergreen
Apartments I and Hastings Apartments I. All the properties continue to
experience operating deficits. The local general partner ceased funding the
operating deficits, which placed the Local Limited Partnerships in jeopardy of
foreclosure. Consequently, WNC voted to remove the local general partner and the
management company from the Local Limited Partnerships. After the local general
partner contested its removal, WNC commenced legal action on behalf of the Local
Limited Partnerships and was successful in getting a receiver appointed to
manage the Local Limited Partnerships and an unaffiliated entity appointed as
property manager. WNC was subsequently successful in attaining a summary
judgment to confirm the removal of the local general partner, the receiver was
discharged and WNC now controls all six of the Local Limited Partnerships.

The six 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, a tentaive settlement as yet
not executed was reached, with respect to this lawsuit for an aggregate amount
of $35,000. The Partnerships allocated share of $17,500 has been accrued in full
at March 31, 2001.

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 a related
injury lawsuit. Cascade carries general liability and extended liability
insurance. Discovery for these 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. Should
Cascade be unsuccessful in its defense and the insurer denies coverage, which
they have indicated that they might, or the insurance coverage proves to be
inadequate, the Partnership may be required to sell its investment or may
otherwise lose its investment in Cascade. Loss of the Cascade investment could
result in recapture of tax credits and certain prior tax deductions.

29

Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure

NOT APPLICABLE

PART III.

Item 10. Directors and Executive Officers of the Registrant

The Partnership has no directors or executive officers of its own. The following
biographical information is presented for the directors and executive officers
of Associates which has principal responsibility for the Partnership's affairs.

Directors and Executive Officers of WNC & Associates, Inc.

The directors of WNC & Associates, Inc. are Wilfred N. Cooper, Sr., who serves
as Chairman of the Board, John B. Lester, Jr., David N. Shafer, Wilfred N.
Cooper, Jr. and Kay L. Cooper. The principal shareholders of WNC & Associates,
Inc. are trusts established by Wilfred N. Cooper, Sr. and John B. Lester, Jr.

Wilfred N. Cooper, Sr., age 70, is the founder, Chief Executive Officer,
Chairman of the Board and a Director of WNC & Associates, Inc., a Director of
WNC Capital Corporation, and a general partner in some of the programs
previously sponsored by the Sponsor. Mr. Cooper has been involved in real estate
investment and acquisition activities since 1968. Previously, during 1970 and
1971, he was founder and principal of Creative Equity Development Corporation, a
predecessor of WNC & Associates, Inc., and of Creative Equity Corporation, a
real estate investment firm. For 12 years prior to that, Mr. Cooper was employed
by Rockwell International Corporation, last serving as its manager of housing
and urban developments where he had responsibility for factory-built housing
evaluation and project management in urban planning and development. Mr. Cooper
is a Director of the National Association of Home Builders (NAHB) and a National
Trustee for NAHB's Political Action Committee, a Director of the National
Housing Conference (NHC) and a member of NHC's Executive Committee and a
Director of the National Multi-Housing Council (NMHC). Mr. Cooper graduated from
Pomona College in 1956 with a Bachelor of Arts degree.

John B. Lester, Jr., age 67, is Vice-Chairman, a Director, and a member of the
Acquisition Committee of WNC & Associates, Inc., and a Director of WNC Capital
Corporation. Mr. Lester has 27 years of experience in engineering and
construction and has been involved in real estate investment and acquisition
activities since 1986 when he joined the Sponsor. Previously, he was Chairman of
the Board and Vice President or President of E & L Associates, Inc., a provider
of engineering and construction services to the oil refinery and petrochemical
industries, which he co-founded in 1973. Mr. Lester graduated from the
University of Southern California in 1956 with a Bachelor of Science degree in
Mechanical Engineering.

Wilfred N. Cooper, Jr., age 38, is President, Chief Operating Officer, a
Director and a member of the Acquisition Committee of WNC & Associates, Inc. He
is President of, and a registered principal with, WNC Capital Corporation, a
member firm of the NASD, and is a Director of WNC Management, Inc. He has been
involved in investment and acquisition activities with respect to real estate
since he joined the Sponsor in 1988. Prior to this, he served as Government
Affairs Assistant with Honda North America in Washington, D.C. Mr. Cooper is a
member of the Advisory Board for LIHC Monthly Report, a Director of NMHC and an
Alternate Director of NAHB. He graduated from The American University in 1985
with a Bachelor of Arts degree.

David N. Shafer, age 49, is Executive Vice President, a Director, General
Counsel and a member of the Acquisition Committee of WNC & Associates, Inc., and
a Director and Secretary of WNC Management, Inc. Mr. Shafer has been involved in
real estate investment and acquisition activities since 1984. Prior to joining
the Sponsor in 1990, he was practicing law with a specialty in real estate and
taxation. Mr. Shafer is a Director and President of the California Council of
Affordable Housing and a member of the State Bar of California. Mr. Shafer
graduated from the University of California at Santa Barbara in 1978 with a
Bachelor of Arts degree, from the New England School of Law in 1983 with a Juris
Doctor degree (cum laude) and from the University of San Diego in 1986 with a
Master of Law degree in Taxation.

30

Thomas J. Riha, age 46, became Chief Financial Officer effective January 2001.
Prior to his appointment as Chief Financial Officer he was Vice President -
Asset Management and a member of the Acquisition Committee of WNC & Associates,
Inc. and a Director and Chief Executive Officer of WNC Management, Inc. Mr. Riha
has been involved in acquisition and investment activities with respect to real
estate since 1979. Prior to joining the Sponsor in 1994, Mr. Riha was employed
by Trust Realty Advisor, a real estate acquisition and management company, last
serving as Vice President - Operations. Mr. Riha graduated from the California
State University, Fullerton in 1977 with a Bachelor of Arts degree (cum laude)
in Business Administration with a concentration in Accounting and is a Certified
Public Accountant and a member of the American Institute of Certified Public
Accountants.

Sy P. Garban, age 55, is Vice President - Institutional Investments of WNC &
Associates, Inc. and has been employed by the Sponsor since 1989. Mr. Garban has
been involved in real estate investment activities since 1978. Prior to joining
the Sponsor he served as Executive Vice President of MRW, Inc., a real estate
development and management firm. Mr. Garban is a member of the International
Association of Financial Planners. He graduated from Michigan State University
in 1967 with a Bachelor of Science degree in Business Administration.

N. Paul Buckland, age 38, is Vice President - Acquisitions and a member of the
Acquisition Committee of WNC & Associates, Inc. He has been involved in real
estate acquisitions and investments since 1986 and has been employed with WNC &
Associates, Inc. since 1994. Prior to that, he served on the development team of
the Bixby Ranch that constructed apartment units and Class A office space in
California and neighboring states, and as a land acquisition coordinator with
Lincoln Property Company where he identified and analyzed multi-family
developments. Mr. Buckland graduated from California State University, Fullerton
in 1992 with a Bachelor of Science degree in Business Finance.

David Turek, age 46, is Vice President - Originations of WNC & Associates, Inc.
He has been involved with real estate investment and finance activities since
1976 and has been employed by WNC & Associates, Inc. since 1996. From 1995 to
1996, Mr. Turek served as a consultant for a national Tax Credit sponsor where
he was responsible for on-site feasibility studies and due diligence analyses of
Tax Credit properties. From 1990 to 1995, he was involved in the development of
conventional and tax credit multi-family housing. He is a Director with the
Texas Council for Affordable Rural Housing and graduated from Southern Methodist
University in 1976 with a Bachelor of Business Administration degree.

Kay L. Cooper, age 64, is a Director of WNC & Associates, Inc. Mrs. Cooper was
the founder and sole proprietor of Agate 108, a manufacturer and retailer of
home accessory products, from 1975 until 1998. She is the wife of Wilfred N.
Cooper, Sr., the mother of Wilfred N. Cooper, Jr. and the sister of John B.
Lester, Jr. Ms. Cooper graduated from the University of Southern California in
1958 with a Bachelor of Science degree.

31

Item 11. Executive Compensation

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 Investment in Local Limited Partnerships and the
Partnership's allocable share of the amount of mortgages on and other
indebtedness related to the Housing Complexes. Fees of $50,152, $49,500,
$12,375 and $49,500 were incurred during the years ended March-31, 2001 and
2000, the three months ended March 31, 1999 and the year ended December 31,
1998, respectively. The Partnership paid the General Partner or its
affiliates $12,375, $63,242, $49,500 and $0 of these fees during the years
ended March 31, 2001 and 2000 and the three months ended March 31, 1999 and
the year ended December-31, 1998, respectively.

(b) Subordinated Disposition Fee. A subordinated disposition fee in an amount
equal to 1% of the sale price received in connection with the sale or
disposition of a Housing Complex or Local Limited Partnership Interest.
Subordinated disposition fees will be subordinated to the prior return of
the Limited Partners' capital contributions and payment of the Return on
Investment to the Limited Partners. "Return on Investment" means an annual,
cumulative but not compounded, "return" to the Limited Partners (including
Low Income Housing Credits) as a class on their adjusted capital
contributions commencing for each Limited Partner on the last day of the
calendar quarter during which the Limited Partner's capital contribution is
received by the Partnership, calculated at the following rates: (i) 14%
through December 31, 2006 and (ii) 6% for the balance of the Partnerships
term. No disposition fees have been paid.

(c) Interest in Partnership. The General Partner receives 1% of the
Partnership's allocated Low Income Housing Credits, which approximated
$24,000 for the General Partner for the year ended December 31, 1998. The
General Partners are also entitled to receive 1% of cash distributions.
There were no distributions of cash to the General Partners during the
years ended March 31, 2001 and 2000, the three months ended March 31, 1999
or during the year ended December 31, 1998.

Item 12. Security Ownership of Certain Beneficial Owners and Management

(a) Security Ownership of Certain Beneficial Owners

The following are the only limited partners known to the General Partner to
own beneficially in excess of 5% of the outstanding Units.

Title of Class Name and Address of Beneficial Owner Amount of Percent of Class
Units
Controlled
---------------------------- -------------------------------------- ---------------- ------------------

Units of Limited Sempra Energy Financial 4,560 units 25.3%
Partnership Interests P.O. Box 126943
San Diego, CA 92113-6943

Units of Limited Western Financial Savings Bank 1,068 units 5.9%
Partnership Interests 23 Pasteur
Irvine, CA 92718

(b) Security Ownership of Management

Neither the General Partner, its affiliates, nor any of the officers or
directors of the General Partner or its affiliates own directly or
beneficially any Units in the Partnership.

32

(c) Changes in Control

The management and control of the General Partner may be changed at any
time in accordance with its organizational documents, without the consent
or approval of the Limited Partners. In addition, the Partnership Agreement
provides for the admission of one or more additional and successor General
Partners in certain circumstances.

First, with the consent of any other General Partners and a
majority-in-interest of the Limited Partners, any General Partner may
designate one or more persons to be successor or additional General
Partners. In addition, any General Partner may, without the consent of any
other General Partner or the Limited Partners, (i) substitute in its stead
as General Partner any entity which has, by merger, consolidation or
otherwise, acquired substantially all of its assets, stock or other
evidence of equity interest and continued its business, or (ii) cause to be
admitted to the Partnership an additional General Partner or Partners if it
deems such admission to be necessary or desirable so that the Partnership
will be classified a partnership for Federal income tax purposes. Finally,
a majority-in-interest of the Limited Partners may at any time remove the
General Partner of the Partnership and elect a successor General Partner.

Item 13. Certain Relationships and Related Transactions

The General Partner manages all of the Partnership's affairs. The transactions
with the General Partner are primarily in the form of fees paid by the
Partnership for services rendered to the Partnership and the General Partner's
interest in the Partnership, as discussed in Item 11 and in the notes to the
Partnership's financial statements.

33

PART IV.

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

Financial Statements
- --------------------

(a)(1) Financial statements included in Part II hereof:
-----------------------------------------------
Report of Independent Certified Public Accountants
Balance Sheets, March 31, 2001 and 2000
Statements of Operations for the years ended March 31,2001 and 2000,
the three months ended March 31, 1999 and the year ended December 31, 1998
Statements of Partners' Equity (Deficit) for the years ended March 31, 2001
and 2000, the three months ended March 31, 1999 and the year ended December
31, 1998
Statements of Cash Flows for the years ended March 31, 2001 and 2000, the
three months ended March 31, 1999 and the year ended December 31, 1998
Notes to Financial Statements

(a)(2) Financial statement schedules included in Part IV hereof:
---------------------------------------------------------
Report of Independent Certified Public Accountants on Financial Statement
Schedules
Schedule III - Real Estate Owned by Local Limited Partnerships

(b) Reports on Form 8-K
-------------------

1. NONE

(c) Exhibits
--------
3.1 Articles of incorporation and by-laws: The registrant is not incorporated.
The Partnership Agreement is included as Exhibit B to the Prospectus, filed
as Exhibit 28.1 to Form 10-K dated December 31, 1995 is hereby incorporated
herein by reference as exhibit 3.1.

10.1 Amended and Restated Agreement of Limited Partnership of Evergreen
Apartments I Limited Partnership filed as exhibit 10.1 to Form 8-K dated
November 14, 1995 is hereby incorporated herein by reference as exhibit
10.1.

10.2 Amended and Restated Agreement of Limited Partnership of Shepherd South
Apartments I, Ltd. filed as exhibit 10.1 to Form 8-K dated December 14,
1995 is hereby incorporated herein by reference as exhibit 10.2.

10.3 Amended and Restated Agreement of Limited Partnership of Patten Towers,
L.P. II filed as exhibit 10.1 to Form 8-K dated December 21, 1995 is hereby
incorporated herein by reference as exhibit 10.3.

10.4 Second Amended and Restated Agreement of Limited Partnership of Alliance
Apartments I Limited Partnership filed as exhibit 10.7 to Post-Effective
Amendment No.2 to Registration Statement on Form S-11 of the Partnership is
hereby incorporated herein by reference as exhibit 10.4.

10.5 Amended and Restated Agreement of Limited Partnership of Hastings
Apartments I Limited Partnership filed as exhibit 10.8 to Post-Effective
Amendment No.2 to Registration Statement on Form S-11 of the Partnership is
hereby incorporated herein by reference as exhibit 10.5.

10.6 Agreement of Limited Partnership of Raymond S. King Apartments I Limited
Partnership filed as exhibit 10.9 to Post-Effective Amendment No. 2 to
Registration Statement on Form S-11 of the Partnership is hereby
incorporated herein by reference as exhibit 10.6

34

10.7 Amended and Restated Agreement of Limited Partnership of Talladega County
Housing, Ltd. filed as exhibit 10.10 to Post-Effective Amendment No. to
Registration Statement on Form S-11 of the Partnership is hereby
incorporated herein by reference as exhibit 10.7.

10.8 Amended and Restated Agreement of Limited Partnership of The Willows
Limited Partnership filed as exhibit 10.11 to Post-Effective Amendment
No. to Registration Statement on Form S-11 of the Partnership is hereby
incorporated herein by reference as exhibit 10.8

10.9 Amended and Restated Agreement of Limited Partnership of Cascade Pines
L.P. II filed as exhibit 10.1 to Form 8-K dated April 26, 1996 is hereby
incorporated herein by reference as exhibit 10.9

10.10 Amended and Restated Agreement of Limited Partnership of Rosedale Limited
Partnership filed as exhibit 10.2 to Form 8-K dated April 26, 1996 is
hereby incorporated herein by reference as exhibit 10.10

10.11 Amended and Restated Agreement of Limited Partnership of Blessed Rock of
El Monte filed as exhibit 10.1 to Form 8-K dated September 17, 1996 is
hereby incorporated herein by reference as exhibit 10.11

10.12 Amended and Restated Agreement of Limited Partnership of Broadway
Apartments, Limited Partnership filed as exhibit 10.1 to Form 8-K dated
April 10, 1997 is hereby incorporated herein by reference as exhibit
10.12

21.1 Financial statements of Blessed Rock of El Monte, for the years ended
December 31, 2000 and 1999 together with Independent Auditors' Report
thereon; a significant subsidiary of the Partnership.

(d) Financial statement schedules follow, as set forth in subsection (a)(2)
hereof.

35

Report of Independent Certified Public Accountants on
Financial Statement Schedules

To the Partners
WNC Housing Tax Credit Fund V, L.P., Series 3

The audits referred to in our report dated July 9, 2001, relating to the 2001,
2000, 1999 and 1998 financial statements of WNC Housing Tax Credit Fund V, L.P.,
Series 3 (the "Partnership"), which is contained in Item 8 of this Form 10-K,
included the audit of the accompanying financial statement schedules. The
financial statement schedules are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statement schedules based upon our audits. The opinion to the financial
statements contains an audit scope limitation paragraph describing the inability
of other auditors to express an opinion on the financial statements of three
limited partnerships.

In our opinion, except for the effects of such audit scope limitation,such
financial statement schedules present fairly, in all material respects, the
financial information set forth therein.

/s/BDO SEIDMAN, LLP
BDO SEIDMAN, LLP

Orange County, California
July 9, 2001 except as to
Note 2 paragraph 5 which is
as of July 19, 2001
36

WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001

--------------------------------------- --------------------------------------------------
As of March 31, 2001 As of December 31, 2000
---------------------------------------- -------------------------------------------------
Partnership's Total Amount of Encumbrances of Property Net
Investment in Local Investment Paid Local Limited and Accumu lated Book
Partnership Name Location Limited Partnerships to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

Alliance Apartments I Alliance,
Limited Partnership Nebraska $ 604,000 $ 604,000 * * * *

Blessed Rock El Monte,
of El Monte California 2,511,000 2,511,000 $ 3,754,000 $ 9,300,000 $ 695,000 $ 8,605,000

Broadway Apartments, Hobbs,
LimitedPartnership New Mexico 2,029,000 2,029,000 1,375,000 3,428,000 442,000 2,986,000

Cascade Pines, Atlanta,
L.P. II Georgia 1,347,000 1,347,000 7,763,000 8,652,000 1,169,000 7,483,000

Curtis Associates Curtis,
I, L.P. Nebraska 88,000 88,000 424,000 497,000 79,000 418,000

Escatawpa Village
Associates, Limited Escatawpa,
Partnership Mississippi 249,000 249,000 893,000 1,417,000 200,000 1,217,000

Evergreen Apartments I Tulsa,
Limited Partnership Oklahoma 549,000 549,000 * * * *

Hastings Apartments I, Hastings,
Limited Partnership Nebraska 542,000 542,000 * * * *

Heritage Apartments Berkeley,
I, L.P. Missouri 752,000 752,000 664,000 1,679,000 200,000 1,479,000

Hillcrest Associates, a Ontario,
Limited Partnership Oregon 354,000 354,000 1,295,000 1,700,000 277,000 1,423,000

* Results of Alliance Apartments I, L.P., Evergreen Apartments I, L.P. and Hastings Apartments I, L.P. have not been audited
and thus have been excluded.
See Note 2 to the financial statements and report of certified public accountants.

37

WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001

---------------------------------------- -------------------------------------------------
As of March 31, 2001 As of December 31, 2000
---------------------------------------- -------------------------------------------------
Partnership's Total Amount of Encumbrances of Property Net
Investment in Local Investment Paid Local Limited and Accumu lated Book
Partnership Name Location Limited Partnerships to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

Patten Towers, Chattanooga,
L.P. II Tennessee 2,154,000 2,154,000 6,595,000 10,893,000 1,886,000 9,007,000

Prairieland Properties of Syracuse,
Syracuse II, L.P. Kansas 85,000 85,000 325,000 511,000 75,000 436,000

Raymond S. King Apartments Greensboro,
Limited Partnership North Carolina 437,000 437,000 782,000 1,096,000 150,000 946,000

Rosedale Limited Silver City, New
Partnership Mexico 309,000 309,000 1,317,000 1,681,000 307,000 1,374,000

Shepherd South Shepherd,
Apartments I,Ltd. Texas 121,000 121,000 570,000 738,000 111,000 627,000

Solomon Associates Solomon,
I, L.P. Kansas 138,000 138,000 579,000 719,000 128,000 591,000

Talladega County Talladega,
Housing Ltd. Alabama 653,000 653,000 796,000 1,472,000 199,000 1,273,000

The Willows Apartments Morganton, North
Limited Partnership Carolina 841,000 841,000 1,101,000 1,904,000 205,000 1,699,000
------------ ------------ ----------- ----------- ----------- ------------
$ 13,763,000 $ 13,763,000 $28,233,000 $45,687,000 $ 6,123,000 $ 39,564,000
============ ============ =========== =========== =========== ============

38

WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001

---------------------------------------------------------------------------------
For the year ended December 31, 2000
---------------------------------------------------------------------------------
Year Estimated
Investment Useful Life
Partnership Name Rental Income Net Loss Status Acquired (Years)
- --------------------------------------------------------------------------------------------------------------------------

Alliance Apartments I Limited
Partnership * * Completed 1997 40

Blessed Rock of El Monte $ 693,000 $ (160,000) Completed 1997 40

Broadway Apartments, Limited Partnership
256,000 (190,000) Completed 1997 40

Cascade Pines, L.P. II 1,920,000 (1,000) Completed 1997 40

Curtis Associates I, L.P. 43,000 (12,000) Completed 1997 27.5

Escatawpa Village Associates, Limited
Partnership 119,000 (33,000) Completed 1997 27.5

Evergreen Apartments I Limited
Partnership * * Completed 1996 40

Hastings Apartments I, Limited
Partnership * * Completed 1996 40

Heritage Apartments I, L.P. 112,000 (39,000) Completed 1997 27.5

Hillcrest Associates, A Limited
Partnership 190,000 (8,000) Completed 1997 27.5

Patten Towers, L.P. II 1,486,000 (28,000) Completed 1996 27.5

Prairieland Properties of Syracuse II,
L.P. 35,000 (16,000) Completed 1997 27.5

Raymond S. King Apartments Limited
Partnership 68,000 (24,000) Completed 1997 30

Rosedale Limited Partnership 138,000 (35,000) Completed 1997 30

Shepherd South Apartments I, Ltd. 90,000 (4,000) Completed 1996 40

Solomon Associates I, L.P. 58,000 (25,000) Completed 1997 27.5

Talladega County Housing Ltd. 87,000 (38,000) Completed 1996 40

The Willows Apartments Limited
Partnership 121,000 (29,000) Completed 1997 40
------------ ---------------
$ 5,416,000 $ (642,000)
============ ===============
* Results of Alliance Apartments I, L.P., Evergreen Apartments I, L.P. and Hastings Apartments I, L.P. have not been
audited and thus have been excluded. See Note 2 to the financial statements and report of certified public
accountants.

39

WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000

--------------------------------------- --------------------------------------------------
As of March 31, 2000 As of December 31, 1999
---------------------------------------- -------------------------------------------------
Partnership's Total Amount of Encumbrances of Property Net
Investment in Local Investment Paid Local Limited and Accumu lated Book
Partnership Name Location Limited Partnerships to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

Alliance Apartments I Alliance,
Limited Partnership Nebraska $ 604,000 $ 604,000 * * * *

Blessed Rock El Monte,
of El Monte California 2,511,000 2,511,000 $ 2,678,000 $ 9,291,000 $ 489,000 $ 8,802,000

Broadway Apartments, Hobbs,
LimitedPartnership New Mexico 2,029,000 1,957,000 1,391,000 3,425,000 298,000 3,127,000

Cascade Pines, Atlanta,
L.P. II Georgia 1,347,000 1,347,000 7,898,000 8,488,000 937,000 7,551,000

Curtis Associates Curtis,
I, L.P. Nebraska 88,000 88,000 426,000 497,000 61,000 436,000

Escatawpa Village
Associates, Limited Escatawpa,
Partnership Mississippi 249,000 249,000 895,000 1,418,000 150,000 1,268,000

Evergreen Apartments I Tulsa,
Limited Partnership Oklahoma 549,000 549,000 * * * *

Hastings Apartments I, Hastings,
Limited Partnership Nebraska 542,000 542,000 * * * *

Heritage Apartments Berkeley,
I, L.P. Missouri 752,000 752,000 680,000 1,679,000 140,000 1,539,000

Hillcrest Associates, a Ontario,
Limited Partnership Oregon 354,000 354,000 1,298,000 1,700,000 239,000 1,461,000

* Results of Alliance Apartments I, L.P., Evergreen Apartments I, L.P. and Hastings Apartments I, L.P.
have not been audited and thus have been excluded.
See Note 2 to the financial statements and report of certified public accountants.

40

WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000

---------------------------------------- -------------------------------------------------
As of March 31, 2000 As of December 31, 1999
---------------------------------------- -------------------------------------------------
Partnership's Total Amount of Encumbrances of Property Net
Investment in Local Investment Paid Local Limited and Accumu lated Book
Partnership Name Location Limited Partnerships to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

Patten Towers, Chattanooga,
L.P. II Tennessee 2,154,000 2,154,000 6,945,000 10,823,000 1,475,000 9,348,000

Prairieland Properties of Syracuse,
Syracuse II, L.P. Kansas 85,000 85,000 294,000 511,000 56,000 455,000

Raymond S. King Apartments Greensboro,
Limited Partnership North Carolina 437,000 437,000 782,000 1,096,000 118,000 978,000

Rosedale Limited Silver City, New
Partnership Mexico 309,000 309,000 1,321,000 1,679,000 250,000 1,429,000

Shepherd South Shepherd,
Apartments I,Ltd. Texas 121,000 121,000 561,000 732,000 88,000 644,000

Solomon Associates Solomon,
I, L.P. Kansas 138,000 138,000 567,000 717,000 98,000 619,000

Talladega County Talladega,
Housing Ltd. Alabama 653,000 653,000 804,000 1,469,000 156,000 1,313,000

The Willows Apartments Morganton, North
Limited Partnership Carolina 841,000 841,000 1,112,000 1,905,000 154,000 1,751,000
------------ ------------ ----------- ----------- ----------- ------------
$ 13,763,000 $ 13,691,000 $27,652,000 $45,430,000 $ 4,709,000 $ 40,721,000
============ ============ =========== =========== =========== ============

41

WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000

---------------------------------------------------------------------------------
For the year ended December 31, 1999
---------------------------------------------------------------------------------
Partnership Name Rental Income Net (Loss) Status Year Estimated
Investment Useful Life
Income Acquired (Years)
- --------------------------------------------------------------------------------------------------------------------------

Alliance Apartments I Limited
Partnership * * Completed 1997 40

Blessed Rock of El Monte $ 660,000 $ (80,000) Completed 1997 40

Broadway Apartments,
Limited Partnership 221,000 (178,000) Completed 1997 40

Cascade Pines, L.P. II 1,785,000 (280,000) Completed 1997 40

Curtis Associates I, L.P. 35,000 (15,000) Completed 1997 27.5

Escatawpa Village Associates, Limited
Partnership 120,000 (25,000) Completed 1997 27.5

Evergreen Apartments I Limited
Partnership * * Completed 1996 40

Hastings Apartments I, Limited
Partnership * * Completed 1996 40

Heritage Apartments I, L.P. 99,000 (56,000) Completed 1997 27.5

Hillcrest Associates, A Limited
Partnership 191,000 (5,000) Completed 1997 27.5

Patten Towers, L.P. II 1,489,000 37,000 Completed 1996 27.5

Prairieland Properties
of Syracuse II,L.P. 53,000 (6,000) Completed 1997 27.5

Raymond S. King Apartments
LimitedPartnership 58,000 (37,000) Completed 1997 30

Rosedale Limited Partnership 138,000 (39,000) Completed 1997 30

Shepherd South Apartments I, Ltd. 79,000 4,000 Completed 1996 40

Solomon Associates I, L.P. 90,000 (22,000) Completed 1997 27.5

Talladega County Housing Ltd. 86,000 (43,000) Completed 1996 40

The Willows Apartments Limited
Partnership 120,000 (20,000) Completed 1997 40
------------ --------------
$ 5,224,000 $ (765,000)
============ ==============
* Results of Alliance Apartments I, L.P., Evergreen Apartments I, L.P. and Hastings Apartments I, L.P. have not been
audited and thus have been excluded. See Note 2 to the financial statements and report of certified public
accountants.

42

WWNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 1999

--------------------------------------- --------------------------------------------------
As of March 31, 1999 As of December 31, 1998
---------------------------------------- -------------------------------------------------
Partnership's Total Amount of Encumbrances of Property Net
Investment in Local Investment Paid Local Limited and Accumu lated Book
Partnership Name Location Limited Partnerships to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

Alliance Apartments I Alliance,
Limited Partnership Nebraska $ 604,000 $ 604,000 $ 615,000 $ 1,549,000 $ 141,000 $ 1,408,000

Blessed Rock El Monte,
of El Monte California 2,511,000 2,511,000 3,841,000 9,289,000 279,000 9,010,000

Broadway Apartments, Hobbs,
LimitedPartnership New Mexico 2,004,000 1,931,000 1,402,000 3,334,000 156,000 3,178,000

Cascade Pines, Atlanta,
L.P. II Georgia 1,347,000 1,347,000 8,023,000 8,392,000 706,000 7,686,000

Curtis Associates Curtis,
I, L.P. Nebraska 88,000 66,000 427,000 497,000 44,000 453,000

Escatawpa Village
Associates, Limited Escatawpa,
Partnership Mississippi 249,000 249,000 898,000 1,417,000 100,000 1,317,000

Evergreen Apartments I Tulsa,
Limited Partnership Oklahoma 549,000 549,000 652,000 1,886,000 199,000 1,687,000

Hastings Apartments I, Hastings,
Limited Partnership Nebraska 542,000 542,000 611,000 1,335,000 106,000 1,229,000

Heritage Apartments Berkeley,
I, L.P. Missouri 752,000 752,000 694,000 1,679,000 80,000 1,599,000

43

WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 1999

---------------------------------------- -------------------------------------------------
As of March 31, 1999 As of December 31, 1998
---------------------------------------- -------------------------------------------------
Partnership's Total Amount of Encumbrances of Property Net
Investment in Local Investment Paid Local Limited and Accumu lated Book
Partnership Name Location Limited Partnerships to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

Hillcrest Associates, a Ontario,
Limited Partnership Oregon 354,000 354,000 1,301,000 1,697,000 198,000 1,499,000

Patten Towers, Chattanooga,
L.P. II Tennessee 2,154,000 2,154,000 7,275,000 10,715,000 1,095,000 9,620,000

Prairieland Properties of Syracuse,
Syracuse II, L.P. Kansas 85,000 85,000 294,000 511,000 37,000 474,000

Raymond S. King Apartments Greensboro,
Limited Partnership North Carolina 437,000 437,000 782,000 1,096,000 84,000 1,012,000

Rosedale Limited Silver City, New
Partnership Mexico 309,000 309,000 1,324,000 1,679,000 193,000 1,486,000

Shepherd South Shepherd,
Apartments I,Ltd. Texas 121,000 121,000 577,000 720,000 57,000 663,000

Solomon Associates Solomon,
I, L.P. Kansas 138,000 138,000 569,000 716,000 68,000 648,000

Talladega County Talladega,
Housing Ltd. Alabama 653,000 653,000 811,000 1,466,000 122,000 1,354,000

The Willows Apartments Morganton, North
Limited Partnership Carolina 841,000 841,000 1,122,000 1,905,000 102,000 1,803,000
------------ ------------ ----------- ----------- ----------- ------------
$ 13,738,000 $ 13,643,000 $31,218,000 $49,883,000 $ 3,757,000 $ 46,126,000
============ ============ =========== =========== =========== ============

44

WNC Housing Tax Credit Fund V, L.P., Series 3
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 1999

---------------------------------------------------------------------------------
For the year ended December 31, 1998
---------------------------------------------------------------------------------
Year Estimated
Investment Useful Life
Partnership Name Rental Income Net Loss Status Acquired (Years)
- --------------------------------------------------------------------------------------------------------------------------

Alliance Apartments I Limited
Partnership $ 65,000 $ (64,000) Completed 1997 40

Blessed Rock of El Monte 656,000 (111,000) Completed 1997 40

Broadway Apartments,
Limited Partnership 152,000 (285,000) Completed 1997 40

Cascade Pines, L.P. II 1,821,000 (152,000) Completed 1997 40

Curtis Associates I, L.P. 30,000 (24,000) Completed 1997 27.5

Escatawpa Village Associates, Limited
Partnership 119,000 (25,000) Completed 1997 27.5

Evergreen Apartments I Limited
Partnership 174,000 (224,000) Completed 1996 40

Hastings Apartments I, Limited
Partnership 83,000 (59,000) Completed 1996 40

Heritage Apartments I, L.P. 102,000 (45,000) Completed 1997 27.5

Hillcrest Associates, A Limited
Partnership 188,000 (37,000) Completed 1997 27.5

Patten Towers, L.P. II 1,483,000 (38,000) Completed 1996 27.5

Prairieland Properties of Syracuse II,
L.P. 51,000 (9,000) Completed 1997 27.5

Raymond S. King Apartments Limited
Partnership 65,000 (32,000) Completed 1997 30

Rosedale Limited Partnership 135,000 (47,000) Completed 1997 30

Shepherd South Apartments I, Ltd. 87,000 (4,000) Completed 1996 40

Solomon Associates I, L.P. 92,000 (27,000) Completed 1997 27.5

Talladega County Housing Ltd. 86,000 (41,000) Completed 1996 40

The Willows Apartments Limited
Partnership 112,000 (19,000) Completed 1997 40
------------- -----------------
$ 5,501,000 $ (1,243,000)
============= =================

45

Pursuant to the requirements of Section 13 or 15(d) 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, Sr.
--------------------------
Wilfred N. Cooper, Sr.,
President - Chairman and Chief Executive Officer of WNC & Associates, Inc.

Date: July 20, 2001

By: /s/ Thomas J. Riha
------------------
Thomas J. Riha,
Vice-President - Chief Financial Officer of WNC & Associates, Inc.

Date: July 20, 2001

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

By /s/ Wilfred N. Cooper, Jr.
--------------------------
Wilfred N. Cooper, Jr., Director of WNC & Associates, Inc.

Date: July 20, 2001

By: /s/ John B. Lester, Jr.
-----------------------
John B. Lester, Jr., Director of WNC & Associates, Inc.

Date: July 20, 2001

By: /s/ David N. Shafer
--------------------
David N Shafer, Director of WNC & Associates, Inc.

Date: July 20, 2001

46

CONTENTS

Page

INDEPENDENT AUDITOR'S REPORT 1
FINANCIAL STATEMENTS:
Balance Sheets 2-3
Statements of Operations and Changes in Partners' Equity 4
Statements of Cash Flows 5-6
Notes to Financial Statements 7-11
SUPPLEMENTARY INFORMATION:
Supplemental Schedule of Expenses 12
Supplemental Schedule of Changes in Partners' Equity 13

47
________________________________________________________________________________

Partners
Blessed Rock of El Monte
Costa Mesa, California

INDEPENDENT AUDITOR'S REPORT

I have audited the accompanying balance sheet of Blessed Rock of El Monte, a
California Limited Partnership as of December 31, 2000, and the related
statements of operations and changes in partners' equity, and operating cash
flows for the year then ended. These financial statements are the responsibility
of the partnership's management. My responsibility is to express an opinion on
these financial statements based on my audit. The financial statements of
Blessed Rock of El Monte as of December 31, 1999 were audited by other auditors
whose report dated January 18, 2000, expressed an unqualified opinion on those
statements.

I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Blessed Rock of El Monte as of
December 31, 2000 and the results of its operations and its operating cash flows
for the year then ended in conformity with generally accepted accounting
principles.

My audit was conducted for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplementary information shown on
page 12 and 13 is presented for the purpose of additional analysis and is not a
required part of the basic financial statements of Blessed Rock of El Monte.
Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in my opinion, is fairly stated in
all material respects in relation to the financial statements taken as a whole.

January 31, 2001 33-0724657

48

BLESSED ROCK OF EL MONTE
(A California Limited Partnership)

- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE SHEETS, DECEMBER 31, 1999 AND 2000
- ------------------------------------------------------------------------------------------------------------------------------------

A S S E T S

2000 1999
----- -----

Current Assets:
Operating cash and equivalents $ 60,905 $ 181,492
Security deposit cash 25,804 25,314
Tenant accounts receivable 2,866 5,661
Prepaid expenses 12,131 5,011
------------- -----------------
Total current assets 101,706 217,478
------------- -----------------
Property, Building, and Equipment, At Cost:
Land 1,271,162 1,271,162
Building and improvements 7,982,536 7,982,536
Equipment 46,190 37,709
-------------- -----------------
9,299,888 9,291,407
Accumulated depreciation ( 695,115) ( 489,412)
-------------- -----------------
Property, building, and equipment - net 8,604,773 8,801,995
-------------- -----------------
Other Assets:
Replacement reserve 63,311 41,836
Tax and insurance restricted accounts 20,630 17,518
Unamortized deferred costs 91,755 125,347
------------- ------------------
Total other assets 175,696 184,701
------------- ------------------
$8,882,175 $9,204,174
============= ==================

See the accompanying notes to financial statements.
---------------------------------------------------
49

Blessed Rock of El Monte
Balance Sheets, December 31, 1999 and 2000
Page 2

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

LIABILITIES AND PARTNERS' EQUITY

2000 1999
--------- ----------

Current Liabilities:
Current portion of mortgage payable $ 32,622 $ 30,408
Accounts payable 7,670 10,214
Security trust liability 24,585 24,640
Accrued interest 16,311 15,735
Accrued property taxes - 109,644
--------------- ---------------
Total current liabilities 81,188 190,641
--------------- ---------------
Long-term Debt:
Mortgage payable, less current portion
included above 2,615,184 2,647,806
Notes payable 706,213 706,213
Accrued interest payable 141,307 118,473
Grant loan payable 400,000 400,000
Advance payable to general partner 1,000 1,000
Developer fee payable 346,456 389,456
--------------- ---------------
Total long-term debt 4,210,160 4,262,948
--------------- ---------------
Partners' equity 4,590,827 4,750,585
--------------- ---------------
$8,882,175 $9,204,174
=============== ===============

See the accompanying notes to financial statements.
---------------------------------------------------

50

BLESSED ROCK OF EL MONTE
(A California Limited Partnership)
- --------------------------------------------------------------------------------
STATEMENTS OF OPERATIONS AND CHANGES
IN PARTNERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 1999 AND 2000
- --------------------------------------------------------------------------------

2000 1999
--------- ----------

Revenue:
Gross potential rents $ 696,391 $ 676,653
Less vacancies ( 3,269) ( 3,796)
------------- ----------------
Net rental income 693,122 672,857
Laundry and vending 9,075 11,049
Tenant charges 1,426 2,032
Interest income 5,164 4,265
Other income - 28,041
------------- ---------------
Total revenues 708,787 718,244
------------- ---------------
Expenses:
Administrative 126,226 134,497
Utilities 44,814 46,645
Operating and maintenance 45,913 47,108
Taxes and insurance 193,320 88,559
Interest 218,977 237,236
Depreciation 239,295 244,383
-------------- ----------------
Total expenses 868,545 798,428
-------------- ---------------
Net loss ( 159,758) ( 80,184)

Partners' equity - beginning 4,750,585 4,830,769
-------------- ----------------
Partners' equity - ending $ 4,590,827 $ 4,750,585
=============== =================

See the accompanying notes to financial statements.
---------------------------------------------------
51

BLESSED ROCK OF EL MONTE

(A California Limited Partnership)
- ------------------------------------------------------------------------------------------------------------------------------------
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 2000
- ------------------------------------------------------------------------------------------------------------------------------------

2000 1999
-------- --------

Cash flows from operating activities:
Rental receipts $ 683,941 $ 666,544
Operating interest receipts 3,399 3,787
Other operating receipts 10,501 13,081
Payments to suppliers and employees:
Administrative expenses (30,791) (47,633)
Management fees (34,527) (30,583)
Utilities (39,204) (41,059)
Salaries and wages (52,068) (47,246)
Operating and maintenance (41,702) (41,984)
Real estate taxes (289,779) (15,758)
Payroll taxes (5,059) (5,000)
Property insurance (13,126) (5,146)
Miscellaneous taxes and insurance (11,349) (15,302)
Interest on mortgage (187,089) (189,908)
Interest on other notes (8,478) -
Funding security deposit account (545) (171)
-------------- --------------
Net cash provided by (used in)
operating activities (15,876) 243,622
-------------- --------------
Cash flows from investing activities:
Restricted tax and insurance - net (2,398) (6,528)
Deposits to reserve,including interest (21,475) (21,022)
Reserve interest 1,051 478
Capital expenditures (8,481) (2,511)
-------------- --------------
Net cash used in investing activities (31,303) (29,583)
-------------- --------------
Cash flows from financing activities:
Mortgage principal payments (30,408) (28,344)
Developer fee payments (43,000) (77,000)
Increase in general partner payable - 1,000
-------------- --------------
Net cash used in financing activities (73,408) (104,344)
-------------- --------------
Net increase (decrease) in cash (120,587) 109,695
Cash at beginning of year 181,492 71,797
-------------- --------------
Cash at end of year $ 60,905 $ 181,492
============== ==============

See the accompanying notes to financial statements.
---------------------------------------------------
52

Blessed Rock of El Monte
Statements of Cash Flows, December 31, 1999 and 2000
Page 2

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

Reconciliation of Net Loss
to Net Cash Provided by (Used in) Operating Activities

2000 1999
------ --------

Net Loss $ (159,758) $ (80,184)
Adjustments to reconcile net loss to net cash
Provided by (used in) operating activities:
Depreciation and amortization 239,295 244,383
Decrease (increase) in:
Security deposit cash (490) 29
Receivables 2,795 (4,673)
Prepaids (7,120) 2,707
Increase (decrease) in:
Payables (2,544) 9,659
Security deposit liability (55) (200)
Accrued expenses (86,234) 102,060
Unearned rental income - (1,640)
Reserve interest earned (1,765) (478)
Other income - (28,041)
-------------- ----------------
Net cash provided by (used in) operating activities $ (15,876) $ 243,622
=============== =================

See the accompanying notes to financial statements.
---------------------------------------------------
53

BLESSED ROCK OF EL MONTE
(A California Limited Partnership)
- --------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000
- --------------------------------------------------------------------------------

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization: Blessed Rock of El Monte, a California limited partnership,
was formed on November 22, 1995 by and between Everland, Inc., a California
Corporation, as the general partner and Tom Y. Lee as the limited partner.
The Partnership Agreement was amended and restated on September 17, 1996 to
replace Tom Y. Lee with WNC Housing Tax Credit Fund V, L.P. Series 3 and 4
as limited partners and WNC Housing, L.P. as a special limited partner.

The Partnership was formed to acquire, construct, own and operate a
137-unit elderly facility apartment complex for low income residents in El
Monte, California. The Partnership also generates tax credits to the
partners in accordance with the provisions of the code and applicable
Treasury regulations. The Partnership has qualified for low income housing
tax credits as currently allowable under Section 42 of the Internal Revenue
Code.

The Partnership received HOME funds from the City of El Monte and
redevelopment funds from the El Monte Community Redevelopment Agency as
part of a public program to ensure affordable housing for senior citizen
tenants. In addition, the El Monte Community Redevelopment Agency paid
various project impact fees to the City of El Monte associated with the
construction and development of the Project on behalf of the Partnership.

Capitalization and Depreciation: Assets are recorded at cost and
depreciated for financial accounting purposes using the straight-line
method over their estimated useful lives. The principal estimated useful
lives used in computing the depreciation provisions are 10 to 40 years for
building and improvements, and 3 to 10 years for equipment The policy of
the project is to charge amounts expended for maintenance, repairs, and
minor replacements to expense, and to capitalize expenditures for major
replacements and betterments.

Cash and Cash Equivalents: For purposes of reporting cash flows, cash
includes unrestricted cash in bank, cash on hand, savings accounts, and all
certificates of deposit with original maturities of three months or less.

The Partnership maintains its cash in bank deposit accounts, which at times
may exceed federally insured limits. The Partnership has not experienced
any losses in such accounts. The Partnership believes it is not exposed to
any significant credit risk on cash and cash equivalents.

Deferred Costs: Deferred costs, comprised of tax credit fees and
organization costs are being amortized over five years.
___________________________________________________________________________
54

Blessed Rock of El Monte
Notes to Financial Statements, December 31, 2000
Page 2

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

Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect: (1) the reported amounts of assets
and liabilities and disclosure of contingencies at the date of the
financial statements, and (2) the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.

Rental Income and Unearned Rents: The Partnership rents apartment units on
a month to month basis and recognizes revenues when earned. Advance
receipts of rents are classified as liabilities until earned.

Income Taxes: No provision is made for income taxes since such taxes, if
any, are the liability of the individual partners.

Reclassifications: Certain reclassifications have been made to the 1999
financial statements to conform with the 2000 presentation.

2. RESTRICTED FUNDS

The Partnership is required to make monthly impound deposits to cover
insurance premiums, property taxes and to maintain a reserve for
replacements. These restricted funds are held by, and expenditures are
subject to supervision and approval by, GMAC Commercial Mortgage.

3. ACCRUED PROPERTY TAXES

The Partnership has received and paid real property tax bills since
inception in 1995. In 1998, with the assistance of a property tax
consultant, management estimated an increase of $54,912 in the annual
property tax obligation. In the current year the Partnership was billed and
paid for these additional real property taxes in the amount of $70,750.
Accordingly, accrued property tax is zero at December 31, 2000.

4. MORTGAGE PAYABLE

Mortgage payable consists of a 7.05% real estate mortgage,
payable to GMAC Commercial Mortgage, collateralized
by a deed of trust on the real property. The obligation is
payable in aggregate monthly principal and interest installments
of $18,188 beginning July 1, 1998 with a balloon payment in the
amount of $2,017,000 payable June 1, 2013. $ 2,647,806

Less current portion 32,622
-----------
$ 2,615,184
===========
____________________________________________________________________________
55

Blessed Rock of El Monte
Notes to Financial Statements, December 31, 2000
Page 3

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

The amounts maturing for the next five years are:

2001 32,622
2002 34,998
2003 37,547
2004 40,281
2005 43,214

5. NOTES PAYABLE

Notes payable at December 31, 2000 consist of the following:

4% note payable with a term of 15 years, payable to
El Monte Community Redevelopment Agency (RDA),
secured by deed of trust and rents from Project. Note subject
to prepayment in whole or in part based on events constituting
default under terms of promissory note agreement. No events
of default have occurred through December 31, 2000.
Payments of interest and principal made annually beginning
on April 1, 2003, and thereafter on April 1 until outstanding
principal balance of note and all accrued interest paid in full.
Payments paid from 50% of the residual rental income, as
defined in the promissory note agreement. Payments, if any,
applied first to accrued interest and second to principal of note.
No payments made on note through 2000. At December 31, 2000,
accrued interest on note was $53,303. $ 275,000

1% note payable with a term of 30 years beginning
April 3, 1996, payable to RDA for various development fees,
secured by a deed of trust and rents from the Project.
Commencing April 3, 1997, and thereafter on April 3
for the following 6 succeeding years, payment of $4,239
due each year. Payment increases to $8,478 April 3, 2004
and continues the next 7 succeeding years. April 3, 2012,
payment increases to $32,534 and continues the next 14
succeeding years, or until paid in full. Payments to be paid
from 50% of residual rental income, as defined in promissory
note agreement. Payments first applied to interest. $8,478 paid
in 1999 for 1997 and 1998. $8,478 paid in 2000 for 1999 and 2000.
At December 31, 2000 accrued interest on note was $12,004. 431,213
------------
$ 706,213
============
__________________________________________________________________________
56

Blessed Rock of El Monte
Notes to Financial Statements, December 31, 2000
Page 4

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

6. GRANT LOAN PAYABLE

The Partnership received a loan of $400,000 on April 3, 1996 from the City
of El Monte as part of a public program to ensure affordable housing for
senior citizen tenants. Interest accrues on the principal amount at 4%,
with a term of 55 years. Loan is secured by a deed of trust and rents from
the Project. At maturity, the principal amount of the loan and all accrued
interest shall be deemed discharged and waived by the City unless there is
an occurrence of an event of default, as specified under the loan
agreement. If default occurs, the City of El Monte is entitled to exercise
its rights and the entire principal amount outstanding and any accrued
interest could become due and payable at the option of the City of El
Monte. Accrued interest at December 31, 2000 was $76,000.

7. RELATED PARTY TRANSACTIONS

Capital Contributions: The limited partners, WNC Housing Tax Credit Fund V,
L.P. Series III and IV, 49.495% limited partners, are required to make a
capital contribution of $5,162,171, which shall be made equally between
them, in amounts and at times as stated in the Limited Partnership
Agreement. The limited partners' cash contributions may be reduced to
account for reduced tax benefits, if any. At December 31, 2000, the limited
partners have contributed $5,021,578.

Project or Loss Allocations: All items included in the calculation of
income or loss not arising from a sale or refinancing, and all tax credits,
shall be allocated 98.99% to the limited partners, .01% to the special
limited partner and 1% to the general partner.

Developer Fee Payable and Advance Payable to General Partner: Under the
terms of the Partnership Agreement, Everland, Inc., the developer, is to
receive a developer fee totaling $1,050,416. This developer fee bears no
interest and is payable upon additional capital contributions by the
limited partners. During the periods ended December 31, 2000 and 1999,
$43,000 and $77,000 of payments of the developer fees were made,
respectively.

For the year ended December 31, 1999 the net change in advances from the
general partner was $1,000

Management Fee: A monthly property management fee in an amount computed at
5% of the collected gross revenue is payable to the management agent.

Property management services to the Partnership are provided by an
affiliate of the limited partners. Property management fees were $34,582
and $33,411 for the years 2000 and 1999, respectively. Included in accounts
payable at December 31, 2000 and December 31, 1999 is $2,883 and $2,828,
respectively, of management fees payable to this entity.
___________________________________________________________________________
57

Blessed Rock of El Monte
Notes to Financial Statements, December 31, 2000
Page 5

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

Incentive Management and Other Fees: Under the terms of the Limited
Partnership Agreement, incentive management fees shall be paid to the
general partner for services incidental to the administration of the
business and affairs of the Partnership, reporting fees to the limited
partners for services performed in monitoring the operations of the
Partnership, services in connection with the Partnership's accounting
matters and assisting with the preparation of tax returns. No such fees
were paid during the periods ended December 31, 2000 and 1999,
respectively.

8. CURRENT VULNERABILITY DUE TO CERTAIN CONCENTRATIONS

The Partnership's sole asset is a 137-unit apartment complex. The
Partnership's operations are concentrated in the multifamily real estate
market In addition, the Partnership operates in a heavily regulated
environment. The operations of the project are subject to the
administrative directives, rules and regulations of local regulatory
agencies. Such administrative directives, rules and regulations are subject
to change. Such changes may occur with little notice or inadequate funding
to pay for related costs, including the additional administrative burden,
to comply with a change.
___________________________________________________________________________
58

SUPPLEMENTARY INFORMATION

59

BLESSED ROCK OF EL MONTE
(A California Limited Partnership)
- --------------------------------------------------------------------------------
SUPPLEMENTAL SCHEDULE OF EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 2000
- --------------------------------------------------------------------------------

Site management payroll $ 41,751
Manager's rent-free apartment 11,976
Management fee 34,583
Audit fee 8,050
Legal fees 1,670
Telephone and answering service 2,694
Office supplies 2,003
Health insurance and other employee benefits 2,174
Payroll taxes 5,058
Workers' compensation 5,198
Other administration 11,069
------------
Subtotal administrative expenses $ 126,226

Electricity 14,030
Water and sewer 14,325
Fuel 10,350
Garbage and trash removal 6,109
-----------
Subtotal utilities 44,814

Maintenance and repairs payroll 11,320
Maintenance and repairs supply 3,206
Maintenance and repairs contract 11,455
Painting and decorating 3,072
Grounds 13,957
Services 2,185
Furniture and furnishings replacement 718
-----------
Subtotal maintenance expenses 45,913

Property taxes 176,749
Other taxes and licenses 3,945
Property and liability insurance 12,626
-----------
Subtotal tax and insurance 193,320
Interest 218,977
Depreciation and amortization 239,295
-----------
Total expenses $ 868,545
============

60

______________________________________________________________________________

BLESSED ROCK OF EL MONTE

(A California Limited Partnership)
- ------------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL SCHEDULE OF CHANGES IN PARTNERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 2000
- ------------------------------------------------------------------------------------------------------------------------------------

WNC Housing WNC Housing
Tax Credit Tax Credit
Fund V, L.P. Fund V, L.P. WNC Everland
Series 3 Series 4 Housing L.P. Inc. Total

Balance - December 31, 1998 $ 2,391,245 $ 2,391,245 $ (23) $ 48,302 $ 4,830,769

Net Loss - 1999 (39,687) (39,687) (8) (802) (80,184)
-------------- -------------- ------------ --------------- --------------
Balance - December 31, 1999 2,351,558 2,351,558 31) 47,500 4,750,585

Net Loss - 2000 (79,072) (79,072) (16) (1,598) (159,758)
-------------- ---------------- ------------- --------------- ---------------
Balance - December 31, 2000 $ 2,272,486 $ 2,272,486 $ (47) $ 45,902 $ 4,590,827
============= =============== ============= =============== ===============
Profit and loss percentage at
December 31, 2000 49.495% 49.495% 0.010% 1.000% 100.000%
============= ================ ============= =============== ==============

____________________________________________________________________________________________________________________________________

61