<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>n65k01.txt
<DESCRIPTION>ANNUAL REPORT
<TEXT>

                                    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 VI, L.P., Series 5

             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
<PAGE>



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).


                                       2

<PAGE>



PART 1.

Item 1.  Business

Organization

WNC Housing Tax Credit Fund, VI, L.P., Series 5 (the  "Partnership")  was formed
under  the  California  Revised  Limited  Partnership  Act on March 3,  1997 and
commenced  operations on August 29, 1997. The  Partnership  was formed to invest
primarily in other limited  partnerships  or limited  liability  companies which
will  own and  operate  multifamily  housing  complexes  that are  eligible  for
low-income housing federal and, in certain cases,  California income tax credits
("Low Income Housing Credit").

The general partner of the Partnership is WNC & Associates,  Inc.  ("Associates"
or the "General  Partner".) 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  Associates,  as
the Partnership has no employees of its own.

Pursuant to a  registration  statement  filed with the  Securities  and Exchange
Commission  on June 23, 1997,  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 on July 9, 1998,  the  Partnership
had  received  and  accepted  subscriptions  for  25,000  Units in the amount of
$24,918,175 net of volume and dealer discounts of $81,825.  Holders of Units are
referred to herein as "Limited Partners."

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
<PAGE>


As of March 31, 2001,  the  Partnership  had invested in fifteen  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 fifteen Housing Complexes as of the dates and for the
periods indicated:



                                       4
<PAGE>

<TABLE>
<CAPTION>
                                                              --------------------------  ----------------------------------
                                                                        As of March 31, 2001              December 31, 2000
                                                                   ------------------------------  ---------------------------------
Partnership Name          Location         General Partner    Partnership's     Amount of                              Encumbrances
                                               Name          Total Investment  Investment                  Estimated Low    of Local
                                                             in Local Limited   Paid to    Number          Income Housing    Limited
                                                              Partnerships      Date      of Units  Occupancy  Credits  Partnerships
----------------------------------------------------------------------------------------------     ---------------------------------
<S>                       <C>              <C>                   <C>
Apartment Housing         Theodore,        Apartment
of Theodore               Alabama          Developers, Inc. and
                                           Thomas H Cooksey       $ 1,188,000  $ 1,188,000    40     97%   $ 2,015,000   $ 1,148,000
Austin Gateway,           Austin,
Ltd.                      Texas            Gary L. K                 131,000       131,000    10    100%       157,000       278,000

Bradley Villas            Bradley,
Limited Partnership       Arkansas         Horizon Bank              501,000       501,000    20     86%       628,000       526,000

Chillicothe Plaza         Chillicothe,     MBL Development
Apts.L.P.                 Missouri         Co.                       972,000       972,000    28     96%     1,555,000       746,000

Concord Apartment         Orlando,         New Communities, LLC,
Partners, L.P.            Florida          a Colorado limited
                                           liability Company         470,000       470,000    26     96%       782,000       286,000

El Reno Housing           El Reno,         Cowen Properties,
Associates Limited        Oklahoma         Inc.,an Oklahoma
Partnership                                Corporation             3,040,000     2,836,000   100     80%     4,407,000     2,367,000

Enhance,                  Baton Rouge,     Olsen Securities
L.P.                      Louisiana        Corp.                     620,000       620,000    23     83%       867,000       644,000

Hillcrest Heights,        Marshalltown,    WNC &
L.P.                      Iowa             Associates                609,000       609,000    32     94%       681,000       583,000

Hughes Villas Limited     Hughes,          Billy Wayne
Partnership               Arkansas         Bunn                      182,000       182,000    20    100%       337,000       761,000

Mansur Wood Living        Carbon Cliff,    Elderly Living
Center, L.P.              IIlinois         Development, Inc.       6,446,000     6,446,000   115     96%     8,956,000     3,903,000

</TABLE>

                                       5
<PAGE>


<TABLE>
<CAPTION>
                                                                        As of March 31, 2001              December 31, 2000
                                                                   ------------------------------  ---------------------------------
Partnership Name          Location         General Partner    Partnership's     Amount of                              Encumbrances
                                               Name          Total Investment  Investment                  Estimated Low    of Local
                                                             in Local Limited   Paid to    Number          Income Housing    Limited
                                                              Partnerships      Date      of Units  Occupancy  Credits  Partnerships
----------------------------------------------------------------------------------------------     ---------------------------------
<S>                       <C>              <C>                   <C>
Mark Twain Senior         Oakland,         Thomas P. Lam and
Community Limited         California       Marilyn S. Lam
Partnership                                Murfreesboro               740,000      715,000   106     76%     1,145,000     1,447,000

                                           Industrial
Murfreesboro Villas       Murfreesboro,    Development
Limited Partnership       Arkansas         Corporation               685,000       685,000    24     75%       130,000       640,000

Spring Valley Terrace     Mayer,           Spring Valley
Apartments, LLC           Arizona          Terrace,Inc.              716,000       716,000    20     95%       590,000       722,000

United Development Co.,   Memphis,         Harold E. Buehler, Sr.
L.P. - 97.1               Tennessee        and Jo Ellen Buehler     1,845,000    1,845,000    40    100%     2,693,000       898,000

United Development Co.,   Memphis,         Harold E. Buehler, Sr.
L.P. - 97.2               Tennessee        and Jo Ellen Buehler       743,000      743,000    20    100%     1,061,000       374,000
                                                                    --------    -----------  ----  ------    -----------    --------
                                                                 $ 18,888,000 $ 18,659,000   624     89%  $ 26,004,000  $ 15,323,000
                                                                 ============  ============   ====    ===  ============== ==========


</TABLE>
                                       6

<PAGE>


<TABLE>
<CAPTION>
                                                --------------------------------------------------------------------
                                                               For the year ended December 31, 2000
                                                --------------------------------------------------------------------
                                                                        Net Income (loss)     Low Income Housing
               Partnership Name                      Rental Income                             Credits Allocated
--------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>              <C>                           <C>
Apartment Housing of Theodore                            $ 136,000        $ (98,000)                    98.99%

Austin Gateway, Ltd.                                        58,000            1,000                     99.98%

Bradley Villas
Limited Partnership                                         60,000          (28,000)                    99.00%

Chillicothe Plaza Apts. L.P.                                93,000          (21,000)                    99.97%

Concord Apartment Partners, L.P.                            98,000          (21,000)                    99.98%

El Reno Housing
Associates Limited Partnership                             191,000         (582,000)                    99.98%

Enhance, L.P.                                               67,000          (47,000)                    99.98%

Hillcrest Heights, L.P.                                    142,000          (29,000)                    99.99%

Hughes Villas
Limited Partnership                                         91,000          (18,000)                    99.00%

Mansur Wood Living Center, L.P.                            260,000         (448,000)                    99.98%

Mark Twain Senior
Community Limited Partnership                              469,000         (108,000)                    98.99%

Murfreesboro Villas
Limited Partnership                                         53,000          (44,000)                    99.00%

Spring Valley
Terrace Apartments, LLC                                     54,000          (36,000)                    99.98%

United Development Co., L.P. - 97.1                        258,000         (129,000)                    99.98%

United Development Co., L.P. - 97.2                        119,000          (36,000)                    99.98%
                                                          --------          --------
                                                       $ 2,149,000      $(1,644,000)
                                                        ===========     ============

</TABLE>

                                       7
<PAGE>


Item 3.  Legal Proceedings

NONE

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 are being sold through
       a public  offering.  It is not  anticipated  that any public  market will
       develop for the purchase and sale of any Unit. Units can be assigned only
       if certain requirements in the Partnership Agreement are satisfied.

(b)    At March 31, 2001, there were 1,388 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 6. Selected Financial Data

Selected balance sheet information for the Partnership is as follows:
<TABLE>
<CAPTION>
                                                     March 31                                       December 31
                               ------------------------------------------------------    ----------------------------------
                                    2001             2000                1999                 1998               1997
                               ---------------   -------------     ------------------    ---------------    ---------------
<S>                          <C>               <C>               <C>                   <C>                <C>
ASSETS

Cash and cash equivalents    $         90,481  $      574,137    $         3,103,129   $      3,521,888   $       4,889,574
Funds held in escrow
  disbursement account                256,649         243,595              4,834,997          5,505,543             608,850
Marketable securities                       -          50,073                      -                  -                   -
Subscriptions and notes
  receivable                                -               -                 38,600            879,800             631,885
Investments in limited
  partnerships, net                17,555,917      19,293,654             19,968,445         19,927,953           2,398,460
                                            -               -                      -                  -             878,894
Other assets                           18,822          23,798                 30,814             68,482               5,042
                               ---------------   -------------     ------------------    ---------------    ----------------
                             $     17,921,869  $   20,185,257    $        27,975,985   $     29,903,666   $       9,412,705
                               ===============   =============     ==================    ===============    ================
LIABILITIES

Payables to limited
partnerships                 $        229,030  $      272,207    $         6,131,391   $      8,051,777   $         860,671
Accrued fees and expenses
  due to general partner
  and affiliates                       66,298         123,718                159,973             97,387             361,900
                               ---------------   -------------     ------------------    ---------------    ----------------
                                      295,328         395,925              6,291,364          8,149,164           1,222,571
                               ---------------   -------------     ------------------    ---------------    ----------------
PARTNERS' EQUITY                   17,626,541      19,789,332             21,684,621         21,754,502           8,190,134
                               ---------------   -------------     ------------------    ---------------    ----------------
                                                                                         ---------------
                             $     17,921,869  $   20,185,257    $        27,975,985   $     29,903,666   $       9,412,705
                               ===============   =============     ==================    ===============    ================
</TABLE>

                                       8
<PAGE>

Selected results of operations, cash flows, and other information for the
Partnership is as follows for the periods indicated:
<TABLE>
<CAPTION>
                                        For the Years Ended           For the Three       For the Year       For the Period
                                                                                                           August 29, 1997
                                                                                                                 (date
                                                                                                               operations
                                                                                                               commenced)
                                                                      Months Ended       Ended December         through
                                              March 31                  March 31               31             December 31,
                                    -----------------------------    ----------------    ----------------   -----------------
                                       2001             2000              1999                1998                1997
                                    ------------    -------------    ----------------    ----------------   -----------------
<S>                               <C>            <C>             <C>                 <C>                <C>          <C>
(Loss) income from operations     $    (358,909) $      (458,580)$          (21,156) $         164,828  $              (87)
Realized loss - marketable
 securities                                   -         (188,483)                 -                  -                   -
Equity in (losses) income of
 limited partnerships                (1,803,882)      (1,139,225)           (22,000)          (110,194)              2,395
                                    ------------    -------------    ----------------    ----------------   -----------------
Net (loss) income                 $  (2,162,791) $    (1,786,288)$          (43,156) $          54,634  $            2,308
                                    ============    =============    ================    ================   =================
Net (loss) income allocated
 to:
 General Partner                  $     (21,628) $       (17,863)$             (431) $             546  $               23
                                    ============    =============    ================    ================   =================
 Limited Partners                 $  (2,141,163) $    (1,768,425)$          (42,725) $          54,088  $            2,285
                                    ============     =============    ================    ================   ================
Net (loss) income per
limited partner unit              $      (85.65) $       (70.74)$             (1.71) $            2.57  $             1.13
                                    ============    =============     ================    ================   ================
Outstanding weighted limited
partner units                            25,000           25,000              25,000            21,008               2,029
                                      ============    =============    ================    ================   =================
                                       For the Years Ended           For the Three        For the Year       For the Period
                                                                                                              August 29,
</TABLE>
<TABLE>
<CAPTION>
                                                                                                              1997(date
                                                                                                              operations
                                                                                                              commenced)
                                                                      Months Ended       Ended December         through
                                            March 31                    March 31               31             December 31,
                                  ------------------------------    -----------------    ----------------   -----------------
                                      2001             2000               1999                1998                1997
                                  --------------    ------------    -----------------    ----------------   -----------------
<S>                             <C>              <C>              <C>                    <C>                <C>
Net cash provided by
  (used in):
  Operating activities          $       (59,867) $      (209,600) $             15,016   $        (115,775) $             1,839
  Investing activities                 (423,789)      (2,248,991)           (1,248,250)        (14,513,730)          (2,962,516)
  Financing activities                        -          (70,401)              814,475          13,261,819            7,850,251
                                  --------------    ------------        -----------------    ----------------   -----------------

Net change in cash and cash
 equivalents                           (483,656)      (2,528,992)             (418,759)         (1,367,686)           4,889,574

Cash and cash equivalents,
 beginning of period                    574,137        3,103,129             3,521,888           4,889,574                    -
                                  --------------     ------------      -----------------    ----------------         ------------

Cash and cash equivalents,
 end of period                 $         90,481   $      574,137   $         3,103,129   $       3,521,888  $         4,889,574
                                  ==============     ============     =================    ================   =================
</TABLE>

                                       9
<PAGE>

Low Income Housing Credit per Unit was as follows for the years ended December
31:
<TABLE>
<CAPTION>
                                            2000                1999                1998                1997
                                      -----------------     --------------     ---------------     ---------------
<S>                                 <C>                   <C>                <C>                 <C>

 Federal                            $               84    $            48    $             21    $              -
 State                                               -                  -                   -                   -
                                      -----------------     --------------     ---------------     ---------------

 Total                              $               84    $            48    $             21    $              -
                                      =================     ==============     ===============     ===============
</TABLE>
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.

Financial Condition

The  Partnership's  assets at March 31, 2001  consisted  primarily of $90,481 in
cash,  $256,649 in cash in escrow,  $18,822 in amounts due from  affiliate,  and
aggregate  investments in the fifteen Local Limited Partnerships of $17,555,917.
Liabilities  at March 31, 2001  primarily  consisted  of $229,030 due to limited
partnerships,  $24,164 in annual asset  management  fees and $42,134 in advances
and other payables due to the General Partner or affiliates.

Results of Operations

Year  Ended  March  31,  2001  Compared  to  Year  Ended  March  31,  2000.  The
Partnership's  net loss for the year  ended  March  31,  2001 was  $(2,163,000),
reflecting  an  increase  of  $(377,000)  from  the  $(1,786,000)  of  net  loss
experienced for the year ended March 31, 2000. The change is primarily due to an
increase  in  equity  in  losses  of  limited   partnerships  of  $(665,000)  to
$(1,804,000)  for the year ended March 31, 2001 from  $(1,139,000)  for the year
ended March 31, 2000.  In addition,  the change is due to a decrease in advances
to a Local Limited  Partnership  written off totaling  $229,015  during the year
ended March 31, 2001, compared with advances of $402,243 to the same partnership
in 2000  which  were also  written  off in full.  Furthermore,  interest  income
decreased by $102,943 due to significant aggregate capital contributions paid to
certain  Local  Limited  Partnerships  during  the year  ended  March  31,  2000
resulting in a significantly lower average cash balance for the year ended March
31, 2001.

Year  Ended  March 31,  2000  Compared  to Year Ended  December  31,  1998.  The
Partnership's  net loss for the year  ended  March  31,  2000 was  $(1,786,000),
reflecting an increase of $1,841,000 from the $55,000 of net income  experienced
for the year ended December 31, 1998. The change is primarily due to an increase
in equity in losses of limited  partnerships of $1,029,000 to  $(1,139,000)  for
the year ended March 31, 2000 from  $(110,000)  for the year ended  December 31,
1998. In addition,  during the year ended March 31, 2000, the Partnership  wrote
off advances of $402,000 to a Local Limited Partnership, realized loss increased
by $188,000,  interest income decreased by $156,000,  amortization  increased by
$17,000 and other operating expenses increased by $48,000.

                                       10
<PAGE>

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
$(43,000),  reflecting a decrease of $75,000 from the net income experienced for
the three months ended March 31, 1998. The change is primarily due to a decrease
in interest  income of $39,000 to $14,000 for the three  months  ended March 31,
1999 from  $53,000 for the three  months ended March 31, 1998 and an increase in
equity in losses of limited  partnerships  of $8,000 to $(22,000)  for the three
months ended March 31, 1999 from  $(14,000) for the three months ended March 31,
1998. In addition,  amortization  expense increased by $8,000,  asset management
fees increased by $16,000 and other operating expenses increased by $3,000.

Cash Flows

Year Ended  March 31,  2001  Compared  to Year  Ended  March 31,  2000.  The net
decrease in cash during the year ended March 31, 2001 was  $(484,000),  compared
to a net decrease in cash for the year ended March 31, 2000 of $(2,529,000). The
change was  primarily  due to a decrease  in cash used in  investing  activities
related to purchase of Limited Partnership interests of approximately $1,593,000
together  with a  decrease  in  cash  paid  to a Local  Limited  Partnership  of
$115,000.

Year Ended March 31, 2000  Compared to Year Ended  December  31,  1998.  The net
decrease in cash during the year ended March 31, 2000 was $(2,529,000), compared
to a net decrease in cash for the year ended December 31, 1998 of  $(1,368,000).
The change  was  primarily  due to a  decrease  in cash  provided  by  financing
activities of $13,332,000. The decrease in cash provided by financing activities
was due to a decrease in capital contributions of $14,517,000, a decrease in the
collection  of notes  receivable  of $632,000,  offset by a decrease in offering
expenses paid of $1,817,000.  Net cash used in operating activities increased by
$93,825.  The increase in cash used in operating activities was due primarily to
an increase in other  expenses.  The decrease in cash from financing  activities
and  operating  activities  was offset by a decrease  in cash used in  investing
activities of  $12,667,000.  The decrease in investing  activities was primarily
due to  decrease  in funds  placed  in  escrow  of  $9,488,000,  a  decrease  in
investments in limited  partnerships  of  $2,987,000,  a decrease in capitalized
acquisition costs and fees of $1,121,000, offset by a decrease in cash collected
on loans  receivable  of  $879,000,  an increase  in  advances to Local  Limited
Partnership of $402,000 and an increase in marketable securities of $50,000.

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
$(419,000),  compared to a net increase in cash for the three months ended March
31, 1998 of  $2,723,000.  The change was due  primarily to a decrease in capital
contributions  of $5,411,000 and an increase in cash paid to the General Partner
or  affiliates  of  $18,000,  offset  by an  increase  in  collections  of notes
receivable  due from  limited  partners  of  $880,000,  a decrease  in  offering
expenses paid of $533,000,  a decrease in investments in limited partnerships of
$608,000 and a decrease in acquisition fees and costs of $266,000.

During the years ended March 31, 2001 and 2000, the three months ended March 31,
1999 and the year ended December 31, 1998,  accrued  payables,  which consist of
related party management fees and advances due to the General Partner, decreased
by  $58,000,  decreased  by  $36,000,  increased  by $63,000  and  decreased  by
$265,000, respectively.

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



                                       11
<PAGE>






               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------


To the Partners
WNC Housing Tax Credit Fund VI, L.P., Series 5


We have audited the  accompanying  balance sheets of WNC Housing Tax Credit Fund
VI, L.P., Series 5 (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 84% and
83% 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.

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.

In our opinion,  based on our audits and the reports of the other auditors,  the
financial  statements referred to above present fairly in all material respects,
the  financial  position of WNC Housing  Tax Credit Fund VI,  L.P.,  Series 5 (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
June 21, 2001




<PAGE>


                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                                 BALANCE SHEETS
<TABLE>
<CAPTION>


                                                                                               March 31
                                                                                    --------------------------------
                                                                                        2001              2000
                                                                                    --------------   ---------------
<S>                                                                               <C>              <C>
ASSETS

Cash and cash equivalents                                                         $        90,481  $        574,137
Funds held in escrow disbursement account                                                 256,649           243,595
Marketable securities (Note 2)                                                                  -            50,073
Subscriptions and notes receivable (Note 8)                                                     -                 -
Investments in limited partnerships (Notes 3 and 4)                                    17,555,917        19,293,654
Other assets                                                                               18,822            23,798
                                                                                    --------------   ---------------

                                                                                  $    17,921,869  $     20,185,257
                                                                                    ==============   ===============

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
   Payables to limited partnerships (Note 6)                                      $       229,030  $        272,207
   Accrued fees and expenses due to General
     Partner and affiliates (Note 4)                                                       66,298           123,718
                                                                                    --------------   ---------------

     Total liabilities                                                                    295,328           395,925
                                                                                    --------------   ---------------

Commitments and contingencies

Partners' equity (deficit) (Note 8)
   General Partner                                                                        (72,827)          (51,199)
   Limited Partners (25,000 units authorized,
     25,000 units issued and outstanding)                                              17,699,368        19,840,531
                                                                                    --------------   ---------------

     Total partners' equity                                                            17,626,541        19,789,332
                                                                                    --------------   ---------------

                                                                                  $    17,921,869  $     20,185,257
                                                                                  ===============   =================
                 See accompanying notes to financial statements
</TABLE>



                                       13
<PAGE>


                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>


                                                                              For the
                                                                                         Three            For the Year
                                                                                         Months              Ended
                                                            For the Years                Ended            December 31
                                                           Ended March 31               March 31
                                                   -------------------------------    --------------   ----------------
                                                       2001             2000               1999               1998
                                                   -------------    --------------   --------------    ----------------
<S>                                              <C>              <C>              <C>              <C>
Interest income                                  $       27,074   $       130,017  $        14,427  $         286,005
Reporting fees                                           26,000                 -                -                  -
                                                   -------------    --------------   --------------    ----------------
Total income                                             53,074           130,017           14,427            286,005
                                                   -------------    --------------   --------------    ----------------
Operating expenses:
 Amortization (Notes 3 and 4)                            64,536            64,459           15,334             47,350
 Asset management fees (Note 4)                          69,869            67,180           16,795             66,382
 Write off of advances to a Local Limited
 Partnership (Note 9)                                   229,015           402,243                -                  -
 Other                                                   48,563            54,715            3,454              7,445
                                                   -------------    --------------   --------------    ----------------
 Total operating expenses                               411,983           588,597           35,583            121,177
                                                   -------------    --------------   --------------    ----------------
(Loss) income from operations                          (358,909)         (458,580)         (21,156)           164,828

Realized loss - marketable securities                         -          (188,483)               -                  -
Equity in losses of limited
 partnerships (Note 3)                               (1,803,882)       (1,139,225)         (22,000)          (110,194)
                                                   -------------    --------------   --------------    ----------------
Net (loss) income                                $   (2,162,791)  $    (1,786,288  $       (43,156) $          54,634
                                                   =============    ==============   ==============    ================

Net (loss) income allocated to:
 General Partner                                 $      (21,628)  $       (17,863) $          (431) $             546
                                                   =============    ==============   ==============    ================
 Limited Partners                                $   (2,141,163)  $    (1,768,425) $       (42,725) $          54,088
                                                   =============    ==============   ==============    ================
Net (loss) income per limited partner unit       $       (85.65)  $        (70.74) $         (1.71) $            2.57
                                                   =============    ==============   ==============    ================
Outstanding weighted limited partner units               25,000            25,000           25,000             21,008
                                                   =============    ==============   ==============    ================
                 See accompanying notes to financial statements
</TABLE>



<PAGE>


                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (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
<TABLE>
<CAPTION>
                                                               General            Limited
                                                               Partner            Partners             Total
<S>                                                       <C>               <C>                  <C>
                                                           ---------------    ---------------     ---------------
Partners' equity (deficit), January 1, 1998               $        (12,452) $       8,202,586    $      8,190,134

Sale of limited partnership units, net of discounts
of
$43,205                                                                  -         15,122,795          15,122,795

Sale of limited partnership units issued for
promissory
 notes receivable (Note 8)                                               -            (38,600)            (38,600)

Collection of notes receivable                                           -            351,150             351,150

Offering expenses                                                  (19,256)        (1,906,355)         (1,925,611)

Net income                                                             546             54,088              54,634
                                                            ---------------    ---------------     ---------------
Partners' equity (deficit), December 31, 1998                      (31,162)        21,785,664          21,754,502

Collection of notes receivable                                           -             38,600              38,600

Offering expenses                                                     (653)           (64,672)            (65,325)

Net loss                                                              (431)           (42,725)            (43,156)
                                                            ---------------    ---------------     ---------------
Partners' equity (deficit) at March 31, 1999                       (32,246)        21,716,867          21,684,621

Offering expenses                                                   (1,090)          (107,911)           (109,001)

Net loss                                                           (17,863)        (1,768,425)         (1,786,288)
                                                            ---------------    ---------------     ---------------
Partners' equity (deficit) at March 31, 2000                       (51,199)        19,840,531          19,789,332

Net loss                                                           (21,628)        (2,141,163)         (2,162,791)
                                                            ---------------    ---------------     ---------------
Partners' equity (deficit) at March 31, 2001              $        (72,827) $      17,699,368    $     17,626,541
                                                            ===============    ===============     ===============

</TABLE>

                 See accompanying notes to financial statements
                                       15
<PAGE>


                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                       For the
                                                                                         Three            For the Year
                                                                                         Months              Ended
                                                            For the Years                Ended            December 31
                                                           Ended March 31               March 31
                                                   -------------------------------    --------------   ----------------
                                                       2001             2000               1999               1998
                                                   -------------    -------------
<S>                                                <C>            <C>             <C>               <C>
Cash flows from operating activities:
  Net (loss) income                               $  (2,162,791) $    (1,786,288)$        (43,156) $          54,634
 Adjustments  to reconcile  net (loss)  income
 to
  net cash (used in) provided by operating
  activities:
  Amortization                                           64,536           64,459           15,334             47,350
  Equity in losses of limited
   partnerships                                       1,803,882        1,139,225           22,000            110,194
  Write off of advances to Local Limited
   Partnership                                          229,015          402,243                -                  -
  Change in amounts due from affiliates                   4,976          (23,798)               -                  -
  Change in other assets                                      -           30,814           37,668            (63,440)
  Change in accrued fees and expenses due
   to general partner and affiliates                        515          (36,255)         (16,830)          (264,513)
                                                    --------------   -------------    -------------    ---------------
Net cash (used in) provided by operating
 activities                                             (59,867)        (209,600)          15,016           (115,775)
                                                    --------------   -------------    -------------   ---------------
Cash flows from investing activities:
 Investments in limited partnerships                   (173,858)      (6,370,474)      (1,920,386)        (9,357,460)
 Funds held in escrow disbursement account              (13,054)       4,591,402          670,546         (4,896,693)
 Sale (purchase) of marketable securities                50,073          (50,073)               -                  -
 Loans receivable                                             -                -                -            878,894
 Capitalized acquisition costs and fees                       -          (18,103)           1,590         (1,138,786)
 Distributions from limited partnerships                      -              500                -                315
 Advances to a Local Limited Partnership               (286,950)        (402,243)               -                  -
                                                    --------------   -------------    -------------   ---------------
Net cash used in investing activities                  (423,789)      (2,248,991)      (1,248,250)       (14,513,730)
                                                    --------------   -------------    -------------   ---------------
Cash flows from financing activities:
 Capital contributions                                        -           38,600                -         14,555,545
 Offering expenses                                            -         (109,001)         (65,325)        (1,925,611)
 Collection on notes receivable                               -                -          879,800            631,885
                                                    --------------   -------------    -------------   ---------------
Net cash (used in) provided by financing
 activities                                                   -          (70,401)         814,475         13,261,819
                                                    --------------   -------------    -------------   ---------------
Net decrease in cash and cash
 equivalents                                           (483,656)      (2,528,992)        (418,759)        (1,367,686)

Cash and cash equivalents, beginning of period          574,137        3,103,129        3,521,888          4,889,574
                                                    --------------   -------------    -------------   ---------------
Cash and cash equivalents, end of period          $      90,481  $       574,137   $    3,103,129  $       3,521,888
                                                    ==============    =============    =============   ===============
                 See accompanying notes to financial statements
</TABLE>

                                       16
<PAGE>





                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                        For the
                                                                                        Three            For the Year
                                                                                         Months              Ended
                                                            For the Years                Ended            December 31
                                                           Ended March 31               March 31
                                                   -------------------------------    --------------   ----------------
                                                         2001             2000            1999               1998
                                                   -------------    -------------
<S>                                             <C>            <C>               <C>             <C>

SUPPLEMENTAL DISCLOSURE OF CASH
 FLOW INFORMATION:
 Taxes paid                                     $         800  $           800   $            -  $            800
                                                    ==============    =============    =============   ===============
</TABLE>
                 See accompanying notes to financial statements

                                       17
<PAGE>


                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (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


                                       65
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------
Organization
------------
WNC Housing Tax Credit Fund VI, L.P., Series 5, a California Limited Partnership
(the "Partnership"),  was formed on March 3, 1997 under the laws of the State of
California,  and commenced  operations on August 29, 1997. The  Partnership  was
formed to invest primarily in other limited  partnerships and limited  liability
companies (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") (the "General Partner"), a
California  corporation.  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,  through the Lester Family
Trust, 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, 2052,
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 on July 9, 1998 at which
time 25,000 Units representing  subscriptions in the amount of $24,918,175,  net
of discount of $54,595 for volume  purchases  and $27,230 for dealer  discounts,
had been accepted.  The General  Partner has a 1% interest in operating  profits
and losses,  taxable income and losses,  in cash available for distribution from
the  Partnership  and tax credits.  The limited  partners  will be allocated the
remaining 99% interest 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 4) 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.


                                       18

<PAGE>


                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (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  Partnerships'  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 Local 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 Local  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.

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  14.5%
(including sales commissions) of the total offering proceeds.  Offering expenses
are  reflected  as a reduction  of limited  partners'  capital  and  amounted to
$3,557,441,  $3,357,441,  $3,248,440,  and $3,183,115 as of March 31, 2001, 2000
and 1999 and December 31, 1998, respectively.

                                       19
<PAGE>


                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (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
--------------------------------------------------------------
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  all  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 cash  equivalents of $50,000 and
$393,648,  respectively.  Of this amount,  $50,000 and  $375,000,  respectively,
consist of tax exempt  instruments  collateralized by tax exempt municipal bonds
from various  municipalities  throughout  the United States.  These  instruments
generate tax exempt yields and generally have 35 day or less maturities.

Concentration of Credit Risk
----------------------------
At March 31, 2001, the Partnership maintained cash balances at certain financial
institutions in excess of the federally insured maximum.

Net (Loss) Income Per Limited Partner Unit
------------------------------------------
Net (loss) income per limited  partner unit is calculated  pursuant to Statement
of Financial Accounting Standards No. 128, Earnings Per Share. Net (loss) income
per unit  includes no dilution  and is computed by dividing  loss  available  to
limited partners by the weighted average number of units outstanding  during the
period. Calculation of diluted net (loss) 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.

NOTE 2 - MARKETABLE SECURITIES
------------------------------
Marketable  securities  are  categorized  as  available-for-sale  securities and
summarized as follows:
<TABLE>
<CAPTION>
                                                                   Gross Unrealized
                                                            ----------------------------------
<S>                                   <C>                 <C>                <C>                 <C>
As of March 31, 2000                         Cost                Gain               Loss             Fair Value
                                        ---------------     ---------------    ---------------     ---------------

Debt securities                       $         50,073    $              -   $              -    $         50,073
                                        ===============     ===============    ===============     ===============
</TABLE>
Debt  securities  are those issued by a state  agency  which  matured on July 1,
2000. Those securities were sold during the year ended March 31, 2001 at cost.

                                       20
<PAGE>




                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (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 3 - INVESTMENTS IN LIMITED PARTNERSHIPS
--------------------------------------------

As of March 31, 2001 and 2000 the Partnership had acquired  limited  partnership
interests in 15 and 14 Local Limited Partnerships,  respectively,  each of which
owns one Housing  Complex  consisting  of an aggregate of 624 and 614  apartment
units,  respectively.  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.

The  Partnership's  investments  in limited  partnerships  as  reflected  in the
balance  sheets at March 31, 2001 and 2000,  are  approximately  $1,653,000  and
$2,134,000,  respectively, greater than the Partnership's combined equity at the
preceding  December  31 as shown in the  Local  Limited  Partnerships'  combined
financial  statements  presented  below.  This  difference  is primarily  due to
acquisition,  selection,  and other  costs  related  to the  acquisition  of the
investments which have been capitalized in the Partnership's  investment account
and to capital  contributions  payable to the  limited  partnerships  which were
netted  against  partner  capital in the Local Limited  Partnerships'  financial
statements  (see Note 5). 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.

Equity  in  losses  of the  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 March 31, 2001, no investment  accounts in
Local Limited Partnerships reached a zero balance.

The following is a summary of the equity method  activity of the  investments in
limited partnerships for the periods presented:
<TABLE>
<CAPTION>
                                                                        For the Years Ended         For the          For the Year
                                                                            March 31               Months Ended       Ended
                                                                                                    March 31         December 31

                                                                   2001                2000           1999                  1998
                                                               ---------------    -------------    ------------       ------------
<S>                                                            <C>                <C>
Investments per balance sheet, beginning of period             $     19,293,654   $     19,968,445   $    19,927,953  $   2,398,460
Capital contributions paid                                              130,681            511,290                 -      9,357,460
Capital contributions payable                                                 -                  -                 -      7,191,106
Capitalized acquisition fees and costs                                        -             18,103            77,826      1,138,786
Distributions received                                                        -               (500)                -           (315)
Equity in losses of limited partnerships                             (1,803,882)        (1,139,225)          (22,000)      (110,194)
Amortization of capitalized acquisition fees and costs                  (64,536)           (64,459)          (15,334)       (47,350)
                                                                ---------------    -----------------   ---------------  ------------
Investments in limited partnerships, end of period             $     17,555,917   $     19,293,654   $    19,968,445   $ 19,927,953
                                                               =================    ================= ===============  =============

</TABLE>

                                       21
<PAGE>




                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (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 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 individual  financial statements of the
Local Limited  Partnerships as of December 31 and for the years then ended is as
follows:

                        COMBINED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                     2000               1999
                                                                                ---------------    ---------------
<S>                                                                           <C>                <C>
ASSETS
Land                                                                          $      2,251,000   $        804,000
Buildings and improvements, net of accumulated
 depreciation  for  2000 and  1999 of  $2,772,000  and
 $1,593,000, respectively                                                           31,014,000         22,366,000
Construction in progress                                                                     -          7,823,000
Other assets                                                                         1,074,000          1,524,000
                                                                                ---------------    ---------------
                                                                              $     34,339,000   $     32,517,000
                                                                                ===============    ===============
LIABILITIES

Mortgage and construction loans payable                                       $     15,323,000   $     12,109,000
Due to related parties                                                               2,569,000          1,630,000
Other liabilities                                                                      605,000          1,600,000
                                                                                ---------------    ---------------
                                                                                    18,497,000         15,339,000
                                                                                ---------------    ---------------
PARTNERS' CAPITAL

WNC Housing Tax Credit Fund VI, L.P., Series 5                                      15,903,000         17,160,000
Other partners                                                                         (61,000)            18,000
                                                                                ---------------    ---------------
                                                                                    15,842,000         17,178,000
                                                                                ---------------    ---------------
                                                                              $     34,339,000   $     32,517,000
                                                                                ===============    ===============

</TABLE>
                                       22

<PAGE>




                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (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 3 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued
-------------------------------------------------------
                   COMBINED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                 2000                1999               1998
                                                            ---------------     ---------------    ---------------
<S>                                                       <C>                 <C>                <C>
Revenues                                                  $      2,216,000    $      1,733,000   $      1,088,000
                                                           ---------------     ---------------    ---------------
Expenses:
  Operating expenses                                             1,857,000           1,221,000            644,000
  Interest expense                                                 782,000             510,000            268,000
  Depreciation and amortization                                  1,221,000             752,000            286,000
                                                            ---------------     ---------------    ---------------
Total expenses                                                   3,860,000           2,483,000          1,198,000
                                                            ---------------     ---------------    ---------------
Net loss                                                  $     (1,644,000)  $        (750,000)$         (110,000)
                                                            ===============     ===============    ===============
Net loss allocable to the Partnership                     $     (1,636,000)  $        (861,000)$         (110,000)
                                                            ===============     ===============    ===============
Net loss recorded by the Partnership                      $     (1,804,000)  $      (1,139,000)$         (110,000)
                                                            ===============     ===============    ===============
</TABLE>
Certain Local Limited  Partnerships have incurred  significant  operating losses
and  have  working  capital  deficiencies.  In the  event  these  Local  Limited
Partnerships continue to incur significant operating losses,  additional capital
contributions  by the  Partnership  and/or  the  Local  General  Partner  may be
required  to sustain  the  operations  of such Local  Limited  Partnerships.  If
additional  capital  contributions  are not made  when  they are  required,  the
Partnership's  investment in certain of such Local Limited Partnerships could be
impaired, and the loss and recapture of the related tax credits could occur.

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

     Acquisition  fees of up to 7% 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  acquisition  fees of  $1,750,000  and  $1,750,000,  respectively.
     Accumulated  amortization  of these  capitalized  costs were  $176,494  and
     $118,154 as of March 31, 2001 and 2000, respectively.

     Reimbursement  of costs incurred by the General  Partner in connection with
     the acquisition of Local Limited  Partnerships.  These  reimbursements have
     not exceeded 1.5% of the gross proceeds. As of March 31, 2001 and 2000, the
     Partnership   incurred   acquisition   costs  of  $185,734  and   $185,734,
     respectively,   which  have  been  included  in   investments   in  limited
     partnerships.  Accumulated  amortization  of these  capitalized  costs were
     $17,441 and $11,245, as of March 31, 2001 and 2000, respectively.


                                       23
<PAGE>


                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (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 4 - RELATED PARTY TRANSACTIONS, continued
----------------------------------------------

     An annual asset  management  fee not to exceed 0.2% of the invested  assets
     (defined as the Partnership's  capital  contributions  plus reserves of the
     Partnership of up to 5% of gross proceeds plus its allocable  percentage of
     the mortgage debt  encumbering the housing  complexes) of the Local Limited
     Partnerships. Management fees of $69,869, $67,180, $16,795 and $66,382 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  $67,180,  $92,882 were paid during the years ended March 31, 2001
     and 2000,  the  three  months  ended  March 31,  1999,  and the year  ended
     December 31, 1998, 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 12% through December 31, 2008 and
     6% thereafter (as defined in the Partnership Agreement) and is payable only
     if the  General  Partner or its  affiliates  render  services  in the sales
     effort.

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

<TABLE>
<CAPTION>
                                                                                        March 31
                                                                            --------------------------------------
                                                                                  2001                 2000
                                                                            -----------------     ----------------
<S>                                                                       <C>                   <C>
Asset management fee payable                                              $           24,164    $          21,475

Advances from WNC                                                                     42,134               95,171

Other                                                                                      -                7,072
                                                                            -----------------     ----------------
Total                                                                     $           66,298    $         123,718
                                                                            =================     ================
</TABLE>
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).
<TABLE>
<CAPTION>
                                              June 30           September 30        December 31          March 31
                                           ---------------     ---------------     ---------------    ---------------

                 2001
                 ----
<S>                                      <C>                 <C>                 <C>                <C>
Income                                   $          4,000    $          6,000    $          3,000   $         40,000

Operating expenses                                (45,000)            (70,000)           (147,000)          (150,000)

Equity in losses of limited
partnerships                                     (350,000)           (370,000)           (311,000)          (773,000)
                                           ---------------     ---------------     ---------------    ---------------
Net loss                                 $       (391,000) $         (434,000) $         (455,000) $        (883,000)
                                           ===============     ===============     ===============    ===============
Loss available to limited partners       $       (387,000) $         (430,000) $         (451,000) $        (873,000)
                                           ===============     ===============     ===============    ===============
Loss per limited partner unit                         (15)                (17)                (18)               (35)
                                           ===============     ===============     ===============    ===============
</TABLE>


                                       24
<PAGE>




                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (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 5 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED), continued
---------------------------------------------------------------
<TABLE>
<CAPTION>
                                              June 30           September 30        December 31          March 31
                                           ---------------     ---------------     ---------------    ---------------
                 2000
                 ----
<S>                                      <C>                 <C>                 <C>                <C>
Income                                   $         47,000    $         23,000    $         22,000   $         38,000

Operating expenses                                (57,000)           (106,000)            (81,000)          (345,000)

Realized loss - marketable securities            (109,000)                  -                   -            (79,000)

Equity in losses of limited
partnerships                                     (159,000)           (202,000)           (260,000)          (518,000)
                                           ---------------     ---------------     ---------------    ---------------
Net loss                                 $       (278,000) $         (285,000) $         (319,000) $        (904,000)
                                           ===============     ===============     ===============    ===============
Loss available to limited partners       $       (275,000) $         (282,000) $         (316,000) $        (895,000)
                                           ===============     ===============     ===============    ===============
Loss per limited partner unit                         (11)                (11)                (13)               (36)
                                           ===============     ===============     ===============    ===============
</TABLE>
NOTE 6 - PAYABLES TO LIMITED PARTNERSHIPS
-----------------------------------------
Payables  to 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 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 - SUBSCRIPTIONS AND NOTES RECEIVABLE
-------------------------------------------
During  1998,  the  Partnership  received  subscriptions  for 15,166 Units which
included  promissory notes of $615,250,  of which $576,650 was collected in 1999
prior to the issuance of the December 31, 1998 financial statements,  leaving an
unpaid balance of $38,600. As this balance was paid in 1999 prior to issuance of
the March 31, 1999 financial  statements it is reflected as capital  contributed
during the three months ended March 31, 1999.

In 1997, the Partnership had received  promissory  notes of $351,150  related to
the sale of Units,  of which the balance of $303,150  was  collected  in full in
1999.  Promissory  notes  collected  subsequent  to year  end and  prior  to the
issuance of the financial  statements are recorded as a capital contribution and
an asset in the financial  statements.  Any unpaid balance as of the issuance of
the 1998 financial  statements was reflected as a reduction of partners'  equity
in the financial statements.


                                       25
<PAGE>





                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (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 9 - WRITE OFF OF ADVANCES TO A LOCAL LIMITED PARTNERSHIP
-------------------------------------------------------------
During the years ended March 31, 2001 and 2000 and  subsequent  to March 31,2001
and through the date of this report, the Partnership advanced cash in the amount
of $631,258 to one of the Local Limited  Partnerships  in which it has a Limited
Partnership  interest.  Of the  $631,258 of  advances,  $402,243 was written off
during the year ended March 31, 2000 and  $229,015  was written  during the year
ended  March 31,  2001.  Advances  were  made to  augment  the  Local  Limited
Partnership's  cash flows which were not  sufficient  to support  the  operating
costs  of the  property.  Such  advances  have  been  expensed  in  full  in the
accompanying  financial  statements.  Subsequent  to year  end,  the  respective
property  has  continued  to rent up and  Section  8  certifications  have  been
obtained for approximately 100% of the units. Such certifications  should enable
the property to charge market rents applicable to multi-family housing complexes
and attain a positive cash flow.


                                       26

<PAGE>



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,  Chairman,  Chief  Executive
Officer  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,  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.


                                       27

<PAGE>


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.

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 its affiliates for the following fees:

(a)  Organization  and Offering  Expenses.  The Partnership  accrued or paid the
     General  Partner or its affiliates as of March 31, 2001,  2000 and 1999 and
     December 31, 1998  approximately  $3,357,000,  $3,357,000,  $3,248,000  and
     $3,183,000,  respectively,  for  selling  commissions  and  other  fees and
     expenses of the  Partnership's  offering of Units.  Of the total accrued or
     paid,  approximately  $2,607,000,  $2,607,000,  $2,498,000 and  $2,433,000,
     respectively,  was paid or to be paid to unaffiliated persons participating
     in the  Partnership's  offering or rendering  other  services in connection
     with the Partnership's offering.

(b)  Acquisition Fees.  Acquisition fees in an amount equal to 7.0% of the gross
     proceeds of the Partnership's Offering ("Gross Proceeds").  As of March 31,
     2001,  2000 and  1999 and  December  31,  1998,  the  aggregate  amount  of
     acquisition fees paid or accrued was approximately $1,750,000,  $1,750,000,
     $1,747,300 and $1,670,800, respectively.

(c)  Acquisition Expense. The Partnership  reimbursed the General Partner or its
     affiliates  as of March 31,  2001,  2000 and 1999 and December 31, 1998 for
     acquisition expense, not to exceed 1.5% of the Gross Proceeds,  expended by
     such  persons  on  behalf  of  the  Partnership  in the  amounts  $186,000,
     $186,000, $170,000 and $169,000, respectively.

                                       28
<PAGE>



(d)  Annual Asset  Management  Fee. An annual asset  management fee in an amount
     equal to 0.2% of the Invested Assets of the Partnership.  "Invested Assets"
     is  defined as the sum of the  Partnership's  Investment  in Local  Limited
     Partnerships  and the  Partnership's  allocable  share of the amount of the
     mortgage loans on and other debts related to the Housing Complexes owned by
     such Local  Limited  Partnerships.  Fees of $70,000,  $67,000,  $17,000 and
     $66,000  were  incurred  for the years ended  March 31, 2001 and 2000,  the
     three months ended March 31, 1999 and the year ended December 31, 1998. The
     Partnership  paid the General Partner or its affiliates  $67,000,  $93,000,
     $36,000  and $0 of those fees  during the years  ended  March 31,  2001 and
     2000, the three months ended March 31, 1999 and the year ended December 31,
     1998, respectively.

(e)  Operating Expenses.  The Partnership  reimbursed the General Partner or its
     affiliates for operating expenses of approximately $55,000, $83,000, $0 and
     $4,500  during the years ended March 31,  2001 and 2000,  the three  months
     ended March 31, 1999 and the year ended  December 31,  1998,  respectively,
     expended by such persons on behalf of the Partnership.

(f)  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 an Apartment 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) 12%
     through  December 31, 2008, and (ii) 6% for the balance of the Partnerships
     term. No disposition fees have been paid.

(g)  Interest in  Partnership.  The General  Partner  will receive 1% of the Low
     Income  Housing  Credits.  The  General  Partner was  allocated  Low Income
     Housing  Credits of $21,257,  $1,190 and $441 for the years ended  December
     31,  2000,  1999 and 1998,  respectively.  The  General  Partners  are also
     entitled to receive 1% of cash  distributions.  There were no distributions
     of cash to the  General  Partner  during the years ended March 31, 2001 and
     2000,  the three months ended March 31, 1999 or the year ended December 31,
     1998.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

(a)  Security Ownership of Certain Beneficial Owners
     -----------------------------------------------
     No person is known to own  beneficially  in excess of 5% of the outstanding
     Units.

(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.

(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

                                       29
<PAGE>






     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.


                                       30
<PAGE>


PART IV.

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

(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 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    Agreement of Limited  Partnership  dated as of March 3, 1997  included as
       Exhibit 3.1 to the Form 10-K filed for the year ended  December 31, 1997,
       is hereby incorporated herein as Exhibit 3.1.

3.2    First Amendment to Agreement of Limited Partnership dated August 29, 1997
       included  as  Exhibit  3.2 to the Form  10-K  filed  for the  year  ended
       December 31, 1997, is hereby incorporated as Exhibit 3.2.

10.1   Amended and Restated  Agreement  of Limited  Partnership  of  Chillicothe
       Plaza Apts., L.P. filed as exhibit 10.1 to the current report on Form 8-K
       dated November 11, 1997, is herein  incorporated  by reference as Exhibit
       10.1.

10.2   Amended and  Restated  Agreement  of Spring  Valley  Terrace  Apartments,
       L.L.C.  filed  as  Exhibit  10.3 to  Post-effective  Amendment  No.  1 to
       Registration  statement,  is herein  incorporated by reference as Exhibit
       10.2.

10.3   Amended and Restated Agreement of Limited  Partnership of El Reno Housing
       Associates  Limited  Partnership  filed as  Exhibit  10.1 to the  current
       report on Form 8-K dated  January 15,  1998,  is herein  incorporated  by
       reference as Exhibit 10.3.

10.4   Second  Amended and Restated  Agreement of Limited  Partnership of Hughes
       Villas Limited Partnership filed as Exhibit 10.2 to the current report on
       Form 8-K dated January 15, 1998, is herein  incorporated  by reference as
       Exhibit 10.4.

10.5   First  Amendment  to Second  Amended and  Restated  Agreement  of Limited
       Partnership of Hughes Villas Limited Partnership filed as Exhibit 10.3 to
       the  current  report  on Form 8-K  dated  January  15,  1998,  is  herein
       incorporated by reference as Exhibit 10.5.

10.6   Amended  and  Restated  Agreement  of Limited  Partnership  of Mark Twain
       Senior Community Limited Partnership filed as Exhibit 10.3 to the current
       report on Form 8-K dated  January 15,  1998,  is herein  incorporated  by
       reference as Exhibit 10.6.

                                       31
<PAGE>




10.7   Amended and Restated Agreement of Limited  Partnership of Bradley Villas,
       L.P.  filed as  Exhibit  10.1 to Form 8-K  dated  April 1, 1998 is herein
       incorporated as Exhibit 10.7.

10.8   Amended and Restated  Agreement  of Limited  Partnership  of  Murfreeburo
       Villas  filed as Exhibit  10.5 to Form 8-K dated  April 1, 1998 is herein
       incorporated as Exhibit 10.8.

10.9   Amended  and  Restated   Agreement  of  Limited   Partnership  of  United
       Development  Co.,  L.P. - 97-2  filed as  Exhibit  10.3 to Form 8-K dated
       April 30, 1998 is herein incorporated as Exhibit 10.9.

10.10  Second  Amended and Restated  Agreement of Limited  Partnership of United
       Development  Co.,  L.P. - 97-2  filed as  Exhibit  10.2 to Form 8-K dated
       April 30, 1998 is herein incorporated as Exhibit 10.10.

10.11  Second  Amended and Restated  Agreement of Limited  Partnership of United
       Development  Co.,  L.P. - 97-1  filed as  Exhibit  10.3 to Form 8-K dated
       April 30, 1998 is herein incorporated as Exhibit 10.11.

10.12  Second Amended and Restated  Agreement of Limited  Partnership of Concord
       Apartment Partners,  L.P. filed as Exhibit 10.1 to Form 8-K dated May 31,
       1998 is herein incorporated as Exhibit 10.12.

10.13  Amended and  Restated  Agreement  of Limited  Partnership  of Mansur Wood
       Living Center, L.P. filed as Exhibit 10.1 to Form 8-K dated September 19,
       1998 is herein incorporated as Exhibit 10.13.

10.14  Amended and  Restated  Agreement of  Apartment  Housing of Theodore,  LTD
       filed as Exhibit 10.23 to  Post-Effective  Amendment No 3 to Registration
       Statement dated May 1, 1998 is herein incorporated as Exhibit 10.14.

10.15  Amended and Restated  Agreement of Limited  Partnership of Enhance,  L.P.
       filed as Exhibit  10.15 to Form 10-K dated  November  13,  2000 is herein
       incorporated as Exhibit 10.15.

10.16  Second  Amended and Restated  Agreement of Limited  Partnership of Austin
       Gateway, Ltd.

21.1   Financial  Statements of Mansur Wood Elderly Living Center, L.P., for the
       year ended December 31, 1998 together with auditor's  report  thereon;  a
       significant subsidiary of the Partnership,  filed as exhibit 21.1 to Form
       10-K dated August 5, 1999 is herein  incorporated by reference as Exhibit
       21.1.

21.2   Financial Statements for Mansur Wood Elderly Living Center, L.P., for the
       year ended December 31, 1999 together with auditor's  report  thereon;  a
       significant subsidiary of the Partnership,  filed as exhibit 21.2 to Form
       10-K dated  November  13, 2000 is herein  incorporated  by  reference  as
       exhibit 21.2.

21.3   Financial Statements for Mansur Wood Elderly Living Center, L.P., for the
       year ended December 31, 2000 together with auditor's  report  thereon;  a
       significant subsidiary of the Partnership.

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

                                       32

<PAGE>


              Report of Independent Certified Public Accountants on
                          Financial Statement Schedules


To the Partners
WNC Housing Tax Credit Fund VI, L.P., Series 5


The audits referred to in our report dated June 21, 2001,  relating to the 2001,
2000,  1999 and 1998  financial  statements  of WNC  Housing Tax Credit Fund VI,
L.P.,  Series 5 (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.

In our opinion,  such  financial  statement  schedules  present  fairly,  in all
material respects, the financial information set forth therein.



                                            /s/ BDO SEIDMAN, LLP
Orange County, California                       BDO SEIDMAN, LLP
June 21, 2001


                                       33
<PAGE>


WNC Housing Tax Credit Fund VI, L.P., Series 5
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001
<TABLE>
<CAPTION>
                                                  ------------------------------------- --------------------------------------------
                                                          As of March 31, 2001                As of December 31, 2000
                                                  ----------------------------------------------------------------------------------
                                                  Total Investment   Amount of     Encumbrances of
                                                  in Local Limited InvestmentPaid  Local Limited  Property and  Accumulated Net Book
         Partnership Name          Location           Partnerships    to Date       Partnerships   Equipment     Depreciation  Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                <C>             <C>          <C>           <C>          <C>        <C>
Apartment Housing                  Theodore,
of Theodore                        Alabama            $ 1,188,000     $ 1,188,000  $ 1,148,000   $ 2,345,000  $ 156,000  $ 2,189,000

Austin                             Austin,
Gateway, Ltd.                      Texas                  131,000         131,000      278,000       429,000     49,000      380,000

Bradley Villas                     Bradley,
Limited Partnership                Arkansas               501,000         501,000      526,000     1,000,000     84,000      916,000

Chillicothe                        Chillicothe,
Plaza Apts. L.P.                   Missouri               972,000         972,000      746,000     1,899,000     73,000    1,826,000

Concord Apartment                  Orlando,
Partners, L.P.                     Florida                470,000         470,000      286,000       442,000     73,000      369,000

El Reno Housing Associates         El Reno,
Limited Partnership                Oklahoma             3,040,000       2,836,000    2,367,000     5,984,000    420,000    5,564,000

Enhance,                           Baton Rouge,
L.P.                               Louisiana              620,000         620,000      644,000     1,416,000    141,000    1,275,000

Hillcrest                          Marshalltown,
Heights, L.P.                      Iowa                   609,000         609,000      583,000     1,210,000     83,000    1,127,000

Hughes Villas                      Hughes,
Limited Partnership                Arkansas               182,000         182,000      761,000       986,000    135,000      851,000

Mansur Wood Living                 Carbon Cliff,
Center, L.P.                       Illinois             6,446,000       6,446,000    3,903,000    10,904,000    270,000   10,634,000

Mark Twain Senior
Community Limited                  Oakland,
Partnership                        California             740,000         715,000    1,447,000     2,529,000    759,000    1,770,000

Murfreesboro Villas                Murfreesboro,
Partnership  Limited               Arkansas               685,000         685,000      640,000     1,258,000    101,000    1,157,000

Spring Valley Terrace              Mayer,
Apartments, LLC                    Arizona                716,000         716,000      722,000     1,449,000     93,000    1,356,000
</TABLE>

                                       34

<PAGE>





WNC Housing Tax Credit Fund VI, L.P., Series 5
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001
<TABLE>
<CAPTION>
                                                  ------------------------------------- --------------------------------------------
                                                          As of March 31, 2001                As of December 31, 2000
                                                  ----------------------------------------------------------------------------------
                                                  Total Investment   Amount of     Encumbrances of
                                                  in Local Limited InvestmentPaid  Local Limited  Property and  Accumulated Net Book
         Partnership Name          Location           Partnerships    to Date       Partnerships   Equipment     Depreciation  Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>             <C>          <C>           <C>         <C>         <C>
United Development                 Memphis,
Co., L.P. - 97.1                   Tennessee            1,845,000       1,845,000      898,000     3,099,000    191,000    2,908,000

United Development                 Memphis,
Co., L.P. - 97.2                   Tennessee              743,000         743,000      374,000     1,087,000    144,000      943,000
                                                      ------------    ------------ ------------  ----------- ----------  -----------
                                                      $18,888,000     $18,659,000  $15,323,000   $36,037,000 $2,772,000  $33,265,000
                                                      ===========     ============ ============  =========== ==========  ===========
</TABLE>

                                       35

<PAGE>


WNC Housing Tax Credit Fund VI, L.P., Series 5
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001
<TABLE>
<CAPTION>
                                     -------------------------------------------------------------------------------
                                                                 For the year ended December 31, 2000
                                     -------------------------------------------------------------------------------
          Partnership Name           Rental Income   Net Income       Year       Status     Estimated Useful Life
                                                                   Investment
                                                       (Loss)       Acquired                       (Years)
--------------------------------------------------------------------------------------------------------------------
<S>                                       <C>            <C>            <C>        <C>                 <C>
Apartment Housing of Theodore             $ 136,000      $ (98,000)     1998       Completed           40.0

Austin Gateway, Ltd.                         58,000          1,000      2000       Completed           40.0

Bradley Villas Limited Partnership           60,000        (28,000)     1998       Completed           40.0

Chillicothe Plaza Apts. L.P.                 93,000        (21,000)     1997       Completed           50.0

Concord Apartment Partners, L.P.             98,000        (21,000)     1998       Completed           30.0

El Reno Housing Associates Limited
Partnership                                 191,000       (582,000)     1998       Completed           40.0

Enhance, L.P.                                67,000        (47,000)     2000       Completed           27.5

Hillcrest Heights, L.P.                     142,000        (29,000)     1998       Completed           27.0

Hughes Villas Limited Partnership            91,000        (18,000)     1998       Completed           40.0

Mansur Wood Living Center, L.P.             260,000       (448,000)     1998       Completed           27.5

Mark Twain Senior Community Limited
Partnership                                 469,000       (108,000)     1998       Completed           27.5

Murfreesboro Villas Limited
Partnership                                  53,000        (44,000)     1998       Completed           40.0

Spring Valley Terrace Apartments,
LLC                                          54,000        (36,000)     1997       Completed           40.0

United Development Co., L.P. - 97.1
                                            258,000       (129,000)     1998       Completed           27.5

United Development Co., L.P. - 97.2         119,000        (36,000)     1998       Completed           27.5
                                        ------------   ------------
                                         $2,149,000     $(1,644,000)
                                        =============   ============
</TABLE>

                                       36
<PAGE>

WNC Housing Tax Credit Fund VI, L.P., Series 5
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000
<TABLE>
<CAPTION>
                                                  ---------------------------------- ----------------------------------------------
                                                          As of March 31, 2000                As of December 31,1999
                                                  ----------------------------------------------------------------------------------
                                                  Total Investment   Amount of     Encumbrances of
                                                  in Local Limited InvestmentPaid  Local Limited  Property and  Accumulated Net Book
         Partnership Name          Location           Partnerships    to Date       Partnerships   Equipment     Depreciation  Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                <C>             <C>          <C>           <C>          <C>        <C>
Apartment Housing                  Theodore,
of Theodore                        Alabama            $ 1,188,000     $ 1,188,000  $ 1,155,000   $ 2,345,000  $  55,000  $ 2,290,000

Bradley Villas                     Bradley,
Limited Partnership                Arkansas               501,000         501,000      533,000     1,000,000     54,000      946,000

Chillicothe                        Chillicothe,
Plaza Apts. L.P.                   Missouri               972,000         972,000      746,000     1,899,000     27,000    1,872,000

Concord Apartment                  Orlando,
Partners, L.P.                     Florida                470,000         470,000      290,000       442,000     50,000      392,000

El Reno Housing Associates         El Reno,
Limited Partnership                Oklahoma             3,040,000       2,836,000    2,367,000     5,984,000    185,000    5,799,000

Enhance,                           Baton Rouge,
L.P.                               Louisiana              620,000         620,000      545,000     1,366,000     87,000    1,279,000

Hillcrest                          Marshalltown,
Heights, L.P.                      Iowa                   609,000         609,000      592,000     1,210,000     49,000    1,161,000

Hughes Villas                      Hughes,
Limited Partnership                Arkansas               182,000         182,000      763,000       986,000    105,000      881,000

Mansur Wood Living                 Carbon Cliff,
Center, L.P.                       Illinois             6,446,000       6,446,000    1,000,000     7,873,000          -    7,873,000

Mark Twain Senior
Community Limited                  Oakland,
Partnership                        California             740,000         715,000    1,459,000     2,518,000    670,000    1,848,000

Murfreesboro Villas                Murfreesboro,
Partnership  Limited               Arkansas               685,000         685,000      640,000     1,258,000     61,000    1,197,000

Spring Valley Terrace              Mayer,
Apartments, LLC                    Arizona               696,000         676,000       725,000     1,428,000     54,000    1,374,000
</TABLE>


                                       37
<PAGE>

WNC Housing Tax Credit Fund VI, L.P., Series 5
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000
<TABLE>
<CAPTION>
                                                  -----------------------------    -------------------------------------------------
                                                          As of March 31, 2000                As of December 31, 1999
                                                 ------------------------------   --------------------------------------------------
                                                  Total Investment   Amount of     Encumbrances of
                                                  in Local Limited InvestmentPaid  Local Limited  Property and  Accumulated Net Book
         Partnership Name          Location           Partnerships    to Date       Partnerships   Equipment     Depreciation  Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>             <C>          <C>           <C>         <C>         <C>
United Development                 Memphis,
Co., L.P. - 97.1                   Tennessee            1,845,000       1,821,000      898,000     3,166,000     91,000    3,075,000

United Development                 Memphis,
Co., L.P. - 97.2                   Tennessee              743,000         743,000      378,000     1,111,000    105,000    1,006,000
                                                      ------------    ------------ ------------  ----------- ----------  -----------
                                                      $18,737,000     $18,464,000  $12,109,000   $32,586,000 $1,593,000  $30,993,000
                                                      ===========     ============ ============  =========== ==========  ===========
</TABLE>


                                       38
<PAGE>


WNC Housing Tax Credit Fund VI, L.P., Series 5
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000
<TABLE>
<CAPTION>
                                     -------------------------------------------------------------------------------
                                                                 For the year ended December 31, 1999
                                     -------------------------------------------------------------------------------
          Partnership Name           Rental Income   Net Income       Year       Status     Estimated Useful Life
                                                                   Investment
                                                       (Loss)       Acquired                       (Years)
--------------------------------------------------------------------------------------------------------------------
<S>                                        <C>         <C>            <C>        <C>                 <C>
Apartment Housing of Theodore              $ 57,000    $ (54,000)     1998       Completed           40.0

Bradley Villas Limited Partnership           64,000      (21,000)     1998       Completed           40.0

Chillicothe Plaza Apts. L.P.                 44,000      (23,000)     1997       Completed           50.0

Concord Apartment Partners, L.P.             94,000      (30,000)     1998       Completed           30.0

El Reno Housing Associates Limited
Partnership                                  59,000     (390,000)     1998       Completed           40.0

Enhance, L.P.                                83,000      (81,000)     2000       Completed           27.5

Hillcrest Heights, L.P.                     138,000      (31,000)     1998       Completed           27.0

Hughes Villas Limited Partnership            90,000      (18,000)     1998       Completed           40.0

Mansur Wood Living Center, L.P.                   -      112,000      1998            2000           27.5

Mark Twain Senior Community Limited
Partnership                                 500,000     (113,000)     1998       Completed           27.5

Murfreesboro Villas Limited
Partnership                                  43,000      (48,000)     1998       Completed           40.0

Spring Valley Terrace Apartments,
LLC                                          32,000      (59,000)     1997       Completed           40.0

United Development Co., L.P. - 97.1         249,000       47,000      1998       Completed           27.5

United Development Co., L.P. - 97.2         103,000      (41,000)     1998       Completed           27.5
                                        -----------   -----------
                                         $1,556,000   $ (750,000)
                                        ===========   ===========
</TABLE>


                                       39
<PAGE>

WNC Housing Tax Credit Fund VI, L.P., Series 5
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 1999
<TABLE>
<CAPTION>
                                                  ---------------------------------- ----------------------------------------------
                                                          As of March 31, 1999                As of December 31,1998
                                                  ----------------------------------------------------------------------------------
                                                  Total Investment   Amount of     Encumbrances of
                                                  in Local Limited InvestmentPaid  Local Limited  Property and  Accumulated Net Book
         Partnership Name          Location           Partnerships    to Date       Partnerships   Equipment     Depreciation  Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                <C>             <C>          <C>           <C>          <C>        <C>
Apartment Housing                  Theodore,
of Theodore                        Alabama            $ 1,277,000     $   839,000  $   898,000   $ 1,651,000  $      -  $  1,651,000

Bradley Villas                     Bradley,
Limited Partnership                Arkansas               501,000         501,000      538,000     1,000,000     23,000      977,000

Chillicothe                        Chillicothe,
Plaza Apts. L.P.                   Missouri               991,000         697,000      246,000     1,008,000          -    1,008,000

Concord Apartment                  Orlando,
Partners, L.P.                     Florida                470,000         470,000      293,000       442,000     26,000      416,000

El Reno Housing Associates         El Reno,
Limited Partnership                Oklahoma             3,040,000       3,040,000    2,187,000     4,032,000         -     4,032,000

Hillcrest                          Marshalltown,
Heights, L.P.                      Iowa                   609,000         609,000      598,000     1,209,000     14,000    1,195,000

Hughes Villas                      Hughes,
Limited Partnership                Arkansas               182,000         182,000      765,000       986,000     76,000      910,000

Mansur Wood Living                 Carbon Cliff,
Center, L.P.                       Illinois             6,446,000       1,611,000    1,420,000    2,060,000          -     2,060,000

Mark Twain Senior
Community Limited                  Oakland,
Partnership                        California             740,000         715,000    1,470,000     2,509,000    575,000    1,934,000

Murfreesboro Villas                Murfreesboro,
Partnership  Limited               Arkansas               686,000         686,000      643,000     1,258,000     20,000    1,238,000

Spring Valley Terrace              Mayer,
Apartments, LLC                    Arizona                716,000         648,000      997,000     1,428,000     14,000    1,414,000
</TABLE>

                                       40
<PAGE>

WNC Housing Tax Credit Fund VI, L.P., Series 5
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 1999
<TABLE>
<CAPTION>
                                                 ------------------------------   -------------------------------------------------
                                                          As of March 31, 1999                As of December 31, 1998
                                                 ------------------------------   --------------------------------------------------
                                                  Total Investment   Amount of     Encumbrances of
                                                  in Local Limited InvestmentPaid  Local Limited  Property and  Accumulated Net Book
         Partnership Name          Location           Partnerships    to Date       Partnerships   Equipment     Depreciation  Value
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>             <C>          <C>           <C>         <C>         <C>
United Development                 Memphis,
Co., L.P. - 97.1                   Tennessee            1,845,000       1,384,000      876,000     1,922,000      1,000    1,921,000

United Development                 Memphis,
Co., L.P. - 97.2                   Tennessee              743,000         733,000      378,000     1,094,000     48,000    1,046,000
                                                      ------------    ------------ ------------  ----------- ----------  -----------
                                                      $18,246,000     $12,115,000  $11,309,000   $20,599,000 $  797,000  $19,802,000
                                                      ===========     ============ ============  =========== ==========  ===========
</TABLE>


                                       41
<PAGE>


WNC Housing Tax Credit Fund VI, L.P., Series 5
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 1999
<TABLE>
<CAPTION>
                                     -------------------------------------------------------------------------------
                                                                  For the year ended December 31,1998
                                     -------------------------------------------------------------------------------
          Partnership Name            Rental                             Year                     Estimated Useful Life
                                      Income            Net Income     Investment
                                                         (Loss)        Acquired        Status             (Years)
--------------------------------------------------------------------------------------------------------------------
<S>                                         <C>            <C>           <C>             <C>     <C>
Apartment Housing of Theodore               $     -       $    -         1998            1999    Under Construction

Bradley Villas Limited Partnership           47,000      (16,000)        1998       Completed           40.0

Chillicothe Plaza Apts. L.P.                      -       18,000         1997            1999    Under Construction

Concord Apartment Partners, L.P.             87,000      (51,000)        1998       Completed           30.0

El Reno Housing Associates Limited
Partnership                                       -        8,000         1998            1999           40.0

Hillcrest Heights, L.P.                      41,000      (22,000)        1998       Completed           27.0

Hughes Villas Limited Partnership            93,000       (3,000)        1998       Completed           40.0

Mansur Wood Living Center, L.P.                   -       83,000         1998            2000           27.5

Mark Twain Senior Community Limited
Partnership                                 592,000      (11,000)        1998       Completed           27.5

Murfreesboro Villas Limited
Partnership                                  11,000      (31,000)        1998       Completed           40.0

Spring Valley Terrace Apartments,
LLC                                           7,000      (29,000)        1997       Completed           40.0

United Development Co., L.P. - 97.1           7,000        5,000         1998            1999           27.5

United Development Co., L.P. - 97.2
                                             53,000      (61,000)        1998       Completed           27.5
                                            -------      --------
                                          $ 938,000    $ (110,000)
                                         ==========   ===========
</TABLE>

                                       42

<PAGE>



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 VI, L.P., Series 5

By:  WNC & Associates, Inc.         General Partner



By:  /s/ Wilfred N. Cooper, Jr.
     -------------------------
Wilfred N. Cooper, Jr.     President
Chief Operating Officer of WNC & Associates, Inc.

Date:  July 12, 2001



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

Date: July 12, 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, Sr.
     --------------------------
Wilfred N. Cooper, Sr.     Chairman of the Board
of WNC & Associates, Inc.

Date: July 12, 2001



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

Date: July 12, 2001



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

Date: July 12, 2001







                                       43
<PAGE>


                         MANSUR WOOD LIVING CENTER, L.P.
                        (An Illinois Limited Partnership)

                              FINANCIAL STATEMENTS

                           DECEMBER 31, 2000 AND 1999

                  (TOGETHER WITH independent AUDITOR'S REPORT)

                                       44
<PAGE>


                         MANSUR WOOD LIVING CENTER, L.P.
                        (An Illinois Limited Partnership)

                              FINANCIAL STATEMENTS

                           DECEMBER 31, 2000 AND 1999







                          T A B L E O F C O N T E N T S




INDEPENDENT AUDITOR'S REPORT


FINANCIAL STATEMENTS

  Balance Sheets                                                 Exhibit A

  Statements of Operations                                       Exhibit B

  Statements of Partners' Equity                                 Exhibit C

  Statements of Cash Flows                                       Exhibit D


NOTES TO THE FINANCIAL STATEMENTS
---------------------------------

      Schedules of Project Operating Expenses                         Schedule I


                                       45
<PAGE>


                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------

To The Partners
  MANSUR WOOD LIVING CENTER, L.P.
  (An Illinois Limited Partnership)



We have audited the  accompanying  balance  sheets of MANSUR WOOD LIVING CENTER,
L.P. (An Illinois Limited Partnership) as of December 31, 2000 and 1999, and the
related statements of operations,  partners' equity and cash flows for the years
then  ended.   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.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits 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 provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of MANSUR WOOD LIVING CENTER, L.P.
as of December 31, 2000 and 1999, and the results of its operations and its cash
flows for the years then ended, in conformity with generally accepted accounting
principles.





/s/ FRIDUSS, LUKEE, SCHIFF & CO., P.C.
    Certified Public Accountants

    Chicago, Illinois
    February 16, 2001

                                       46
<PAGE>


                         MANSUR WOOD LIVING CENTER, L.P.

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                     DECEMBER 31, 2000 AND 1999                             EXHIBIT A
                                                     --------------------------                             ---------
                                   A S S E T S

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

<S>                                                                             <C>                      <C>
INVESTMENT IN REAL ESTATE HELD FOR LEASE
 (Notes 2 and 5)
  Land                                                                          $     51,500             $     50,000
  Buildings and Improvements                                                      10,842,382                        -
  Furniture and Equipment                                                              9,925                        -
            Construction in Progress                                                       -                7,852,523
  Less:  Accumulated Depreciation                                                   (269,724)                       -
                                                                                ------------             -------------
                  NET INVESTMENT IN REAL ESTATE
                    HELD FOR LEASE                                              $ 10,634,083             $  7,902,523
                    --------------                                              ------------             ------------
OTHER ASSETS
  Cash (Note 3)                                                                 $      1,847             $      8,985
  Tenant Security Deposits                                                            57,739                        -
  Other Receivables                                                                   13,432                        -
  Prepaid Expenses                                                                     8,355                        -
  Escrow Deposits (Note 10)                                                              129                    1,026
  Capitalized Costs (Net) (Note 8)                                                    69,472                  123,940
                                                                                ------------             ------------
                  TOTAL OTHER ASSETS                                            $    150,974             $    133,951
                  ------------------                                            ------------             ------------

TOTAL ASSETS                                                                    $ 10,785,057             $  8,036,474
------------                                                                    ============             ============


</TABLE>
                    See notes to the financial statements.

                                       47
<PAGE>


                         MANSUR WOOD LIVING CENTER, L.P.

                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                                     DECEMBER 31, 2000 AND 1999                             EXHIBIT A
                                                     --------------------------                             ---------




                        LIABILITIES AND PARTNERS' EQUITY
                        --------------------------------
                                                                                    2000                     1999
                                                                                ------------             -------------
LIABILITIES APPLICABLE TO INVESTMENT
------------------------------------
 IN REAL ESTATE HELD FOR LEASE
 -----------------------------
<S>                                                                             <C>                     <C>
   Long-Term Debt (Note 5)                                                      $  3,903,262            $  1,000,326
   Cash Overdraft                                                                      8,999                       -
   Accounts Payable - Trade                                                           15,371                       -
   Accrued Interest Payable                                                           16,188                       -
   Accrued Real Estate Tax Expense                                                    79,000                       -
   Due to Related Parties (Note 6)                                                   548,874                 415,202
   Security Deposits                                                                  55,882                       -
   Construction Costs Payable                                                              -                  15,060
                                                                                ------------             ------------
                  TOTAL LIABILITIES APPLICABLE
                  ----------------------------
                    TO INVESTMENT IN REAL ESTATE
                    ----------------------------
                    HELD FOR LEASE                                              $  4,627,576             $  1,430,588
                    --------------                                              ------------             ------------
PARTNERS' EQUITY (Exhibit C)                                                    $  6,157,481             $  6,605,886
----------------                                                                ------------             ------------
TOTAL LIABILITIES AND PARTNERS' EQUITY                                          $ 10,785,057             $  8,036,474
--------------------------------------                                          ============             ============

</TABLE>

                     See notes to the financial statements.

                                       48
<PAGE>


                         MANSUR WOOD LIVING CENTER, L.P.

                            STATEMENTS OF OPERATIONS
<TABLE>
                       YEARS ENDED DECEMBER 31, 2000 AND 1999                                          EXHIBIT B
                       --------------------------------------                                          ---------
<CAPTION>
                                                                                   2000                  1999
                                                                                ------------              -------------
<S>                                                                             <C>                       <C>
INCOME
  Gross Potential Tenant Rent                                                   $    433,890              $         -
  Less: Vacancy Loss                                                                (174,061)                       -
                                                                                ------------              -------------
        TOTAL RENT                                                              $    259,829              $         -
        ----------
  Miscellaneous Tenant Charges                                                         3,910                        -
  Interest Income                                                                      6,814                  117,357
                                                                                ------------              ------------

        TOTAL INCOME                                                            $    270,553              $   117,357
        ------------                                                            ------------             ------------
OPERATING EXPENSES (Schedule I)
  Administrative                                                                $    125,368              $         -
  Utilities                                                                           23,905                        -
  Operating and Maintenance                                                           11,306                        -
  Marketing and Leasing                                                               42,176                        -
  Taxes and Insurance                                                                 84,949                        -
                                                                                ------------              -------------
           TOTAL OPERATING EXPENSES                                             $    287,704              $         -
        ------------------------                                                ------------              -------------
NET OPERATING (LOSS) INCOME BEFORE PARTNERSHIP
  AND FINANCIAL EXPENSES                                                        $    (17,151)             $   117,357
  ----------------------                                                        ------------             -------------
PARTNERSHIP AND FINANCIAL EXPENSES
                Interest - Mortgage                                                 $ 88,723              $         -
  Partnership Reporting Fee                                                            5,000                    5,000
                                                                                ------------              ------------
        TOTAL PARTNERSHIP AND FINANCIAL EXPENSES                                $     93,723              $     5,000
        ----------------------------------------                                ------------              -------------

NET (LOSS) INCOME BEFORE DEPRECIATION
  AND AMORTIZATION                                                              $   (110,874)             $   112,357
  ----------------
DEPRECIATION                                                                         269,724                        -
-----------------
AMORTIZATION                                                                          53,914                        -
------------                                                                    ------------              -------------
NET (LOSS) INCOME BEFORE CUMULATIVE EFFECT
  OF CHANGE IN ACCOUNTING PRINCIPLE (Note 2)                                    $  (434,512)              $   112,357
  ---------------------------------
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
  PRINCIPLE - AMORTIZATION                                                          (13,893)                        -
  ------------------------ ------------                                         -------------

NET (LOSS) INCOME                                                               $   (448,405)             $   112,357
-----------------                                                               ============              ============

</TABLE>

                     See notes to the financial statements.

                                       49
<PAGE>


<TABLE>
<CAPTION>
                         MANSUR WOOD LIVING CENTER, L.P.
                        -------------------------------
                         STATEMENTS OF PARTNERS' EQUITY
                         ------------------------------
                        YEARS ENDED DECEMBER 31, 2000 AND 1999                                                     EXHIBIT C
                        --------------------------------------                                                     ---------



                                                                    General                Limited
                                                                    Partner                Partners                Total
<S>                                                                <C>                    <C>
PARTNERS' EQUITY, JANUARY 1, 2000                                  $  163,839             $6,442,047             $6,605,886
---------------------------------
DISTRIBUTIONS                                                               -                      -                      -
-------------
NET (LOSS) INCOME FROM OPERATIONS
  (Exhibit B)                                                          (4,484)              (443,921)              (448,405)
                                                                   -----------            ----------             ----------
PARTNERS' EQUITY, DECEMBER 31, 2000
  (Exhibit A)                                                      $  159,355             $5,998,126             $6,157,481
                                                                   ==========             ==========             ==========

                                                                    General                Limited
                                                                    Partner                Partners                Total

PARTNERS' EQUITY, JANUARY 1, 1999                                  $   83,031             $6,446,998             $6,530,029
---------------------------------
DISTRIBUTIONS                                                         (36,500)                     -                (36,500)
-------------
NET (LOSS) INCOME FROM OPERATIONS
  (Exhibit B)                                                         117,308                 (4,951)               112,357
                                                                    ----------             ----------             ----------
PARTNERS' EQUITY, DECEMBER 31, 1999
  (Exhibit A)                                                      $  163,839             $6,442,047             $6,605,886
                                                                   ==========             ==========             ==========

</TABLE>
                     See notes to the financial statements.
                                       50

<PAGE>


<TABLE>
<CAPTION>
                         MANSUR WOOD LIVING CENTER, L.P.
                         -------------------------------
                            STATEMENTS OF CASH FLOWS
                            ------------------------
                         YEARS ENDED DECEMBER 31, 2000 AND 1999                    EXHIBIT D
                         --------------------------------------                    ---------



                                                                                    2000                      1999
                                                                                ------------              -------------
<S>                                                                            <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net (Loss) Income                                                            $   (448,405)           $      112,357
                                                                                ------------               ------------
  Adjustments to Reconcile Net Income (Loss) to
    Net Cash (Used In) Provided By Operating
      Activities:
        Depreciation                                                           $    269,724            $            -
        Amortization                                                                 53,914                         -
        Cumulative Effect of Change in Accounting
          Principle                                                                  13,893                         -
  Decrease (Increase) in Operating Assets:
    Tenant Security Deposits                                                        (57,739)                        -
    Prepaid Expenses                                                                 (8,355)                        -
    Other Receivables                                                               (13,432)                        -
  Increase (Decrease) in Operating Liabilities:
    Cash Overdraft                                                                    8,999                         -
    Accounts Payable - Trade                                                         15,371                         -
    Accrued Real Estate Taxes                                                        79,000                         -
    Accrued Interest Payable                                                         16,188                         -
    Due to Related Parties                                                          (12,380)                        -
    Security Deposits                                                                55,882                         -
                                                                                ------------              -------------
                  TOTAL ADJUSTMENTS                                            $    421,065              $          -
                  -----------------                                             ------------              -------------
NET CASH (USED IN) PROVIDED BY
  OPERATING ACTIVITIES                                                         $    (27,340)             $    112,357
  --------------------     ------------                                         ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Payments for Land                                                            $     (1,500)             $         -
  Payments for Buildings and Improvements                                        (2,466,118)                       -
  Payments for Furniture and Equipment                                               (9,925)                       -
  Payments for Capitalized Costs                                                    (13,339)                 (123,940)
  Construction in Progress                                                                -                (5,445,356)
                                                                                ------------              ------------
NET CASH (USED IN) INVESTING ACTIVITIES                                        $ (2,490,882)             $ (5,569,296)
---------------------------------------                                         ------------              ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Decrease in Construction Escrow                                              $          -              $  5,541,788
  Proceeds from Long-Term Debt                                                     2,902,936                1,000,326
  Due to Related Parties                                                            (377,689)                  32,513
  Construction Costs Payable                                                         (15,060)              (1,419,951)
  Decrease in Construction Escrow, Net                                                   897                        -
  Capital Distributions                                                                    -                  (36,500)
                                                                                ------------              ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                      $   2,511,084              $  5,118,176
-----------------------------------------                                       ------------              ------------

</TABLE>
                     See notes to the financial statements.

                                       51
<PAGE>

<TABLE>
<CAPTION>
                         MANSUR WOOD LIVING CENTER, L.P.
                         -------------------------------
                          STATEMENTS OF CASH FLOWS
                          ------------------------
                         YEARS ENDED DECEMBER 31, 2000 AND 1999                    EXHIBIT D
                         --------------------------------------                    ---------

                                                                                     2000                      1999
                                                                                ------------              -------------
<S>                                                                            <C>                        <C>
NET (DECREASE) IN CASH                                                         $     (7,138)              $   (338,763)
----------------------
CASH - BEGINNING OF YEAR                                                              8,985                    347,748
------------------------                                                        ------------              ------------
CASH - END OF YEAR                                                             $      1,847               $      8,985
------------------                                                              ============              =============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
------------------------------------------------
  Cash Paid During the Years for:
    Interest (Net of Amount Capitalized)                                       $     72,535              $          -
                                                                                ============              =============


SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
  FINANCING ACTIVITIES:
    Buildings and Improvements                                                 $ (8,376,264)             $          -
    Construction in Progress                                                      7,852,523                  (397,749)
    Construction Costs Payable                                                            -                   397,749
    Due to Related Parties                                                            9,010                         -
    Developer Fee                                                                   514,731                         -
                                                                                ------------              -------------
    Net Non-Cash Investing and Financing Activities                            $          -              $          -
                                                                                ============              =============
</TABLE>



                     See notes to the financial statements.

                                       52
<PAGE>


                         MANSUR WOOD LIVING CENTER, L.P.

                        NOTES TO THE FINANCIAL STATEMENTS

                           DECEMBER 31, 2000 AND 1999




NOTE 1 - ORGANIZATION

       Mansur Wood  Living  Center,  L.P.  ("the  Partnership")  was formed as a
       limited  partnership under the laws of the State of Illinois on April 21,
       1998,  for the purpose of  constructing  and  operating a rental  housing
       project.  The  project  consists  of 115 units  located in Carbon  Cliff,
       Illinois, and will operate under the name of Mansur Wood Living Center.

       The project is expected to qualify for the Low-Income  Housing Tax Credit
       established by the Tax Reform Act of 1986.



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       A  summary  of  the   Partnership's   significant   accounting   policies
       consistently  applied in the  preparation of the  accompanying  financial
       statements follows:

       CAPITALIZATION AND DEPRECIATION

       Land,  building and improvements  are recorded at cost.  Improvements are
       capitalized,  while  expenditures for maintenance and repairs are charged
       to expense as  incurred.  Upon  disposal  of  depreciable  property,  the
       appropriate  property  accounts  are  reduced  by the  related  costs and
       accumulated  depreciation.  Interest expense capitalized in 2000 and 1999
       amounts to $146,589 and $13,125, respectively.

       Depreciation is provided for in amounts  sufficient to relate the cost of
       depreciable  assets to operations over their estimated service lives. The
       estimated  service  life of the assets for  depreciation  purposes may be
       different than their actual economic useful lives.

                                           Estimated Life                Method
                                           --------------                -------
       Land                                    -                         None
       Building and Improvements            27.5 Years             Straight-Line
       Furniture and Equip                  Various                      MACRS

RENTAL INCOME AND PREPAID RENTS
-------------------------------
       Rental income is recognized for apartment rentals as it
       accrues.


                                       53
<PAGE>


                         MANSUR WOOD LIVING CENTER, L.P.
                         -------------------------------
                        NOTES TO THE FINANCIAL STATEMENTS
                        ---------------------------------

                           DECEMBER 31, 2000 AND 1999
                           --------------------------


NOTE  2  -  SUMMARY   OF   SIGNIFICANT   ACCOUNTING   POLICIES   -   (Continued)
------------------------------------------

CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE
---------------------------------------------------
       In April 1998,  Statement  of Position  (SOP) No. 98-5  Reporting  on the
       Costs of Start-Up  Activities was issued.  This SOP provides  guidance on
       the financial  reporting of start-up costs and  organization  costs,  and
       requires  that these costs be expensed as incurred  effective  for fiscal
       years  beginning  after  December  15, 1998.  As of January 1, 2000,  the
       unamortized  organization  costs were written off and  accounted for as a
       cumulative  effect of a change in accounting  principle.  This change did
       not have a material  effect on prior  periods.  The effect of this change
       was to increase the 2000 loss by $13,893.

       AMORTIZATION
       ------------
       Mortgage costs are amortized over the term of the mortgage loan using the
       straight-line method.

       INCOME TAXES
       ------------
       No  provision  or benefit  for income  taxes has been  included  in these
       financial  statements  since  taxable  income  passes  through to, and is
       reportable by, the partners individually.

       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  differ from those
       estimates.

NOTE 3 - CASH
         ----

       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.


                                       54
<PAGE>



                         MANSUR WOOD LIVING CENTER, L.P.

                        NOTES TO THE FINANCIAL STATEMENTS

                           DECEMBER 31, 2000 AND 1999




NOTE 4 - PARTNERS' CAPITAL CONTRIBUTIONS
         -------------------------------

       The Partnership has one General Partner, Elderly Living Development, Inc.
       which has a 1% interest and one Limited  Partner,  WNC Housing Tax Credit
       Fund VI,  L.P.  Series 5,  which has a 98.99%  interest  and one  Special
       Limited Partner, WNC Housing, L.P., which has a .01% interest.
<TABLE>
<CAPTION>

NOTE 5 - LONG-TERM DEBT
         --------------                                                                           2000                      1999
                                                                                                ------------              ----------
       MORTGAGE PAYABLE
       ----------------

       The construction loan dated December 9, 1998 is for the maximum amount of
       $4,300,000.  The note bears interest at 210 basis points over the Federal
       Home Loan Bank CIP year note and is payable monthly. The interest rate at
       December 31, 2000 was 8.41%. The  construction  loan matures on March 26,
<S>    <C>                                                                                   <C>         <C>
       2001.  Collateralized by real estate and personal property.                           $ 3,903,262 $                 1,000,326

       December 31, 2001
                                                                                             $  3,903,262
</TABLE>

NOTE 6 - TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES
---------------------------------------------------------

The  General  Partner  will be entitled  to a  development  fee in the amount of
$1,350,000,  of which  $560,731 and  $789,269  has been earned,  and $46,000 and
$789,269 had been paid in 2000 and 1999, respectively.

The apartment  project is managed by Heartland  Mgt.,  Inc., an affiliate of the
General  Partner.  Management fees earred in 2000 and 1999 amount to $12,690 and
$-0-, respectively.  Mangement fees paid in 2000 and 1999 amount to $ 10,685 and
$-0-,respevtively.  During 2000 and 1999,  Heartland  Mgt.,  Inc.  had  advanced
salaries and benefits for the project.  The amounts due to Heartland  Mgt., Inc.
for  salaries  and  benefits at December 31, 2000 and 1999 amount to $11,100 and
$27,513, respectively.


                                       55

<PAGE>


                         MANSUR WOOD LIVING CENTER, L.P.

                        NOTES TO THE FINANCIAL STATEMENTS

                           DECEMBER 31, 2000 AND 1999



NOTE 6 - TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES - (Continued)
         ------------------------------------------------
       The Partnership is to pay the Managing  General  Partner,  Elderly Living
       Development,  Inc. an  incentive  management  fee equal to 70% of the net
       operating  income remaining after reduction for the payments made for the
       partnership  reporting fee,  developer fee, and operating loans. This fee
       is payable 75 days  after  year-end.  If the fee is not paid in any given
       year it cannot be accrued in the subsequent  year.  Incentive  management
       fee earned for 2000 and 1999 amounts to $-0- and $-0-.

       The  Partnership is to pay a fee to the Limited  Partner in the amount of
       $5,000 a year for monitoring the  operations of the  Partnership  and for
       services in connection with the Partnership's accounting matters. The fee
       is payable  within 75 days after the year end from net operating  income.
       The balance due WNC Housing Tax Credit Fund VI,  Series 5 at December 31,
       2000 and 1999 amounts to $10,000 and $5,000.

       The project's general contractor was Twin Rivers Construction Company, an
       affiliate  of the  General  Partner.  Construction  costs  earned by Twin
       Rivers  Construction  Company in 2000 and 1999 amount to  $2,342,696  and
       $6,516,654,   respectively.   Construction  costs  paid  to  Twin  Rivers
       Construction   Company  in  2000  and  1999  amount  to  $2,590,559   and
       $6,259,781,  respectively.  The  amount due to Twin  Rivers  Construction
       Company at  December  31, 2000 and 1999  amounts to $9,010 and  $382,689,
       respectively.

       During 2000,  Heartland Park Elderly Living Center, L.P., an affiliate of
       the  General  Partner,  had paid  operating  expenses  on  behalf  of the
       Partnership  in the amount of  $2,028.  The  amount  due  Heartland  Park
       Elderly Living Center, L.P. at December 31, 2000 amounts to $2,028.

       The Partnership Agreement provides for various obligations of the General
       Partner,  including its  obligation to provide funds for any  development
       and operating deficits.

       Amounts due related parties at December 31, 2000 and 1999 is as follows:

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

       Salaries and Benefits                 $     11,100    $    27,513
       Developer Fees                             514,731              -
       Management Fees                              2,005              -
       Construction Cost                            9,010        382,689
       Operating Advance                            2,028              -
       Partnership Reporting Fee                   10,000          5,000
                                              ------------   ------------
                                              $   548,874    $   415,202
                                              ============   ============


                                       56
<PAGE>


                         MANSUR WOOD LIVING CENTER, L.P.
                         -------------------------------
                        NOTES TO THE FINANCIAL STATEMENTS
                        ---------------------------------
                           DECEMBER 31, 2000 AND 1999
                           --------------------------

NOTE 7 - PARTNERSHIP PROFITS AND LOSSES AND DISTRIBUTIONS
---------------------------------------------------------

       All profits and losses are allocated 1% to the General Partner, 98.99% to
       the Limited Partner and .01% to the Special Limited Partner.

       However,  for 1999, the General Partner and Limited Partners have agreed,
       in  writing,  to  allocate  100% of the  interest  income  earned  on the
       construction escrow (Note 10) to the General Partner. In conjunction with
       this  allocation,  the General  Partner is  permitted  to  receive,  as a
       distribution, an amount sufficient to cover any tax liability incurred as
       a result of this allocation.

       Distributable  cash flow,  as defined by the  Partnership  Agreement,  is
       distributable 50% to the General Partner and 50% to the Limited Partners.

       Gain,  if any,  from a sale  or  exchange  or  other  disposition  of the
       property owned by the Partnership is allocable as follows:

       1. To all partners  having  negative  balances in their capital  accounts
       prior to the distribution of any sale or refinancing  proceeds, an amount
       of such gain to increase their negative balance to zero.

       2. 98.99% to the Limited  Partner and .01% to the Special Limited Partner
       until the Limited  Partners  have  received  amounts equal to their gross
       capital contributions.

       3. To the General Partner until the General Partner has received  amounts
       equal to its gross capital contribution.

       4. The  remainder of such gain,  if any, 50% to the Limited  Partners and
       50% to the General Partner.



NOTE 8 - CAPITALIZED COSTS
         -----------------
       The costs incurred to obtain financing and fees relating to organization,
       as well as certain  start-up costs, of the project  partnership have been
       capitalized  and will be amortized as  described  below  beginning in the
       first year of operations:


                                       57

<PAGE>



                         MANSUR WOOD LIVING CENTER, L.P.
                         -------------------------------
                        NOTES TO THE FINANCIAL STATEMENTS
                        ---------------------------------
                           DECEMBER 31, 2000 AND 1999
                           --------------------------

NOTE 8 - CAPITALIZED COSTS - (Continued)
         -------------------------------
<TABLE>
<CAPTION>

                                                     Amortization
                                                       Period                       2000                       1999
                                                     ------------               ------------              ------------
<S>                                                  <C>                        <C>                       <C>
                  Organization and
                    Start-Up Costs                      1 Year                  $     63,893              $     50,554
                  Financing Costs
                    and Tax Credit
                    Fees                             6.5-20 Years                     73,386                    73,386
                                                                                ------------              ------------
                                                                                $    137,279              $    123,940
                  Less:  Accumulated Amortization                                    (67,807)                        -
                                                                                ------------               -------------

                                                                                $     69,472              $    123,940
                                                                                ============              ============

</TABLE>


NOTE 9 -          RESTRICTED ESCROW DEPOSITS AND RESERVES
                  ---------------------------------------

       According to the partnership,  loan and other regulatory agreements,  the
       Partnership  is required to maintain the  following  escrow  deposits and
       reserves;  real estate tax and insurance  escrow,  working capital escrow
       and operating  maintenance reserve. The escrow deposits and reserves will
       be funded when  construction is complete and apartment  lease-up  begins.
       The project was completed  during 2000. As of December 31, 2000,  none of
       these escrows were funded.



NOTE 10 -         construction escrow

       Releases  from  the  construction  escrow  are  restricted  based  on the
       performance of certain events as described in the Partnership Agreement.



NOTE 11 -RECLASSIFICATIONS

             Certain amounts at December 31, 1999 have been
       reclassified to conform with the December 31, 2000 financial
       statement presentation. Actual results are the same as last year.

                                       58

<PAGE>



<TABLE>
<CAPTION>
                         MANSUR WOOD LIVING CENTER, L.P.
                         -------------------------------
                     SCHEDULES OF PROJECT OPERATING EXPENSES
                     ---------------------------------------
                         YEARS ENDED DECEMBER 31, 2000 AND 1999                                           SCHEDULE I
                         --------------------------------------                                           ----------


                                                                                   2000                      1999
                                                                                ------------              -------------
<S>                                                                                 <C>                   <C>
ADMINISTRATIVE EXPENSES
  Office Supplies                                                                   $ 13,369              $        -
  Property Management Fees                                                            12,690                       -
  Salaries and Related Payroll Taxes                                                  70,903                       -
  Managers Unit                                                                        7,776                       -
  Consulting                                                                           8,830                       -
  Professional Fees - Other                                                            2,326                       -
  Professional Fees - Legal                                                              263                       -
  Professional Fees - Accounting                                                       1,214                       -
  Telephone Expense                                                                    4,368                       -
  Other Administrative                                                                 3,290                       -
  Rental Charges                                                                         339                       -
                                                                                ------------              ------------
         TOTAL ADMINISTRATIVE EXPENSES                                          $    125,368              $        -
         -----------------------------                                          ============              ============
UTILITY EXPENSES
  Utilities                                                                     $     23,905              $        -
                                                                                ------------              -------------
         TOTAL UTILITY EXPENSES                                                 $     23,905              $        -
         ----------------------                                                 ============              =============
OPERATING AND MAINTENANCE EXPENSES
  Repairs                                                                       $      1,584              $        -
  Snow Removal                                                                           550                       -
  Exterminating                                                                          813                       -
  Maintenance Supplies and Material                                                    8,065                       -
  Decorating and Painting                                                                294                       -
                                                                                ------------              -------------
         TOTAL OPERATING AND MAINTENANCE
           EXPENSES                                                             $     11,306              $        -
           --------                                                             ============              ============
        MARKETING AND LEASING EXPENSES
  Advertising and Lease-Up Expenses                                             $     35,773              $        -
  Leasing Commission                                                                   2,750                       -
  Travel Expenses (Travel to/from Units)                                               2,661                       -
  Signs                                                                                  992                       -
                                                                                ------------              -------------
         TOTAL MARKETING AND LEASING EXPENSES                                   $     42,176              $        -
         ------------------------------------                                   ============              =============
TAX AND INSURANCE EXPENSES
  Property and Liability Insurance                                              $      5,949              $        -
  Real Estate Taxes                                                                   79,000                       -
                                                                                ------------              -------------
         TOTAL TAX AND INSURANCE EXPENSES                                       $     84,949              $        -
         --------------------------------                                       ============              =============

</TABLE>
                        See independent auditor's report.

                                       59
<PAGE>
</TEXT>
</DOCUMENT>
