content: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
  
  
  Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
  
  Date of Report (Date of earliest event reported):     April 1, 1998
  
  
                    WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5 
               (Exact name of registrant as specified in its charter)
  
  
        California                     333-24111                   33-0745418
  (State or other jurisdiction       (Commission                 (IRS Employer
   of incorporation)                 File Number)              Identification No.)
  
  
            3158 Redhill Avenue, Suite 120, Costa Mesa, California 92626
                 (Address of principal executive offices) (Zip Code)
  
  
  Registrant's telephone number, including area code:  (714) 662-5565
  
  
  
                                        N/A
            Former name or former address, if changed since last report)
  
  
  <PAGE>
  
  
  Item 2.  Acquisition or Disposition of Assets
  
           WNC  Housing  Tax  Credit  Fund VI,  L.P.,  Series 5  ("Series  5") has
  acquired  a  Local  Limited  Partnership  Interest  in  Bradley  Villas  Limited
  Partnership,  an Arkansas  limited  partnership  ("BRADLEY"),  and  Murfreesboro
  Villas Limited  Partnership,  an Arkansas limited partnership  (AMURFREESBORO").
  BRADLEY and  MURFREESBORO  are sometimes  hereinafter  referred to as the "Local
  Limited  Partnerships.@  BRADLEY owns the Bradley Villas  Apartments in Bradley,
  Arkansas,   and  MURFREESBORO   owns  the  Murfreesboro   Villas  Apartments  in
  Murfreesboro, Arkansas (the "Apartment Complexes").
  
           The  following  tables  contain  information  concerning  the Apartment
  Complexes and the Local Limited Partnerships identified herein:
  
  <TABLE>
  
  
                                                                                                              LOCAL
                                            ACTUAL OR                                                         LIMITED       YEAR
                                            ESTIMATED    ESTIMATED                                PERMANENT   PARTNERSHIP'S CREDITS
                PROJECT                     CONSTRUC-    DEVELOPMENT                              MORTGAGE    ANTICIPATED   TO BE
  LOCAL         NAME AND                    TION         COST             NUMBER OF    BASIC      LOAN        AGGREGATE     FIRST
  LIMITED       NUMBER OF     LOCATION OF   COMPLETION   (INCLUDING       APARTMENT    MONTHLY    PRINCIPAL   TAX CREDITS   AVAIL-
  PARTNERSHIP   BUILDINGS     PROPERTY      DATE         LAND COST)       UNITS        RENTS      AMOUNT      (1)           ABLE
                                                         
  
  <S>                                                    <C>              <C> <C>      <C>        <C>         <C>           <C> 
  BRADLEY       Bradley       Bradley       January      $1,013,574       8   2 BR     $331       $110,685    $867,500      1998
                Villas        (Lafayette    1998                          units        $348       HB (2)
                Apartments    County),                                    20 2BR
                              Arkansas                                    units                   $400,000
                4                                                                                 ADFA (3)
                buildings
  
  MURFREES-     Murfreesboro  Murfreesboro  March 1998   $1,279,746       10   2BR     $258       $232,019    $1,116,770    1998
                Villas        (Pike                                       units        $294       HB (4)
                Apartments    County),                                    14   2BR
                              Arkansas                                    units                   $400,000
                                                                                                  ADFA (3)
                6
                buildings
  
  
  
  <FN>
  (1)      Low Income Housing Credits are available over a 10-year period. For the
           year in which the credit first becomes available, Series 5 will receive
           only that  percentage  of the annual  credit which  corresponds  to the
           number of months  during  which  Series 5 was a limited  partner of the
           Local Limited  Partnership,  and during which the Apartment Complex was
           completed and in service.
  
  (2)      Horizon Bank (AHB@) will provide the first  mortgage loan for a term of
           15 years at an annual interest rate of 9%.  Principal and interest will
           be payable monthly, based on a 15-year amortization schedule.
  
  (3)      Arkansas Development Finance Authority (AADFA@), using HOME funds, will
           provide  the second  mortgage  loan for a term of 35 years at an annual
           interest rate of 1%.  Principal and interest  payments will be deferred
           for 15  years.  Outstanding  principal  and  interest  will be due upon
           maturity.
  
  (4)      Horizon Bank ("HB") will provide the first  mortgage loan for a term of
           15 years at an annual interest rate of 10%. Principal and interest will
           be payable monthly, based on a 15-year amortization schedule.
  </FN>
  </TABLE>
  
  Bradley (BRADLEY): Bradley (population 600) is in Lafayette County, in southwest
  Arkansas,  near the Louisiana and Texas borders,  at the  intersection  of State
  Highways 29 and 160,  approximately  25 miles southeast of Texarkana.  The major
  employers  for  Bradley  residents  are Falcon  Products  (chairs for hotels and
  restaurants) and Pilgrim's Pride (chicken feed).
  
  Murfreesboro (MURFREESBORO):  Murfreesboro (population 1,500) is in Pike County,
  in  southwest  Arkansas,  at the  intersection  of  State  Highways  19 and  26,
  approximately  60 miles  southwest  of  Little  Rock.  The major  employers  for
  Murfreesboro   residents  are  Murfreesboro   Diamond   (newspaper)  and  Aalf's
  Manufacturing Inc. (denim jeans).
  
  
                                         2
  <PAGE>
  
  <TABLE>
  
  
                                                                                 SHARING RATIOS:
                                                                                 ALLOCATIONS (4)
                                                     LOCAL                       AND               SERIES 5's   ESTIMATED
                                                     GENERAL        SHARING      SALE OR           CAPITAL      ACQUISITION
  LOCAL            LOCAL                             PARTNER'S      RATIOS:      REFINANCING       CONTRI-      FEES PAYABLE
  LIMITED          GENERAL           PROPERTY        DEVELOPMENT    CASH FLOW    PROCEEDS          BUTION       TO FUND
  PARTNERSHIP      PARTNER           MANAGER (1)     FEE (2)        (3)          (5)               (6)          MANAGER
                                                                                 
  
  <S>                                                <C>                 <C>     <C>              <C>           <C>    
  BRADLEY          Billy Bunn        Bunn Real       $144,920       LGP: $1,000  99/1             $501,462      $46,000
                                     Estate and                     The          1/99
                                     Property                       balance:
                                     Management Co.                 50/50
  
  MURFREESBORO     Murfreesboro      Bunn Real       $184,946       LGP: $1,000  99/1             $685,474      $64,000
                   Industrial        Estate and                     The          1/99
                   Development       Property                       balance:
                   Corp.             Management                     50/50
                                     Co.
  
  
  <FN>
  (1) The maximum annual  management fee payable to the property manager generally
  is  determined  pursuant to lender  regulations.  The Local  General  Partner is
  authorized to employ either itself or one of its  affiliates,  or a third party,
  as property manager for leasing and management of the Apartment  Complex so long
  as the fee therefore  does not exceed the amount  authorized and approved by the
  lender for the Apartment Complex.
  
  (2) The Local  Limited  Partnership  will pay its Local  General  Partner  or an
  affiliate  of its Local  General  Partner a  development  fee in the  amount set
  forth,  for  services  incident  to  the  development  and  construction  of the
  Apartment Complex, which services include: negotiating the financing commitments
  for the  Apartment  Complex;  securing  necessary  approvals and permits for the
  development and construction of the Apartment Complex; and obtaining allocations
  of Low Income Housing Credits.  This payment will be made in installments  after
  receipt of each installment of the capital contributions made by Series 5.
  
  (3)  Reflects  the amount of the net cash flow from  operations,  if any,  to be
  distributed  to Series 5 ("WNC") and the Local  General  Partner  ("LGP") of the
  Local Limited Partnership for each year of operations.
  
  (4) Subject to certain special allocations,  reflects the respective  percentage
  interests in profits,  losses and Low Income Housing Credits of Series 5 and the
  Local General Partner.
  
  (5) Reflects the percentage interests of Series 5 and the Local General Partner,
  in any net cash proceeds  from sale or  refinancing  of the  Apartment  Complex,
  after  payment  of  the  mortgage  loan  and  other  Local  Limited  Partnership
  obligations.
  
  (6) Series 5 will make its capital contribution to the Local Limited Partnership
  in  stages,  with  each  contribution  due  when  certain  conditions  regarding
  construction or operations of the Apartment Complex have been fulfilled.
  </FN>
  </TABLE>
  
                                         3
  
  <PAGE>
  
  
  
  Item 7.  Financial Statements and Exhibits
  
  
           a.       Financial Statements of Businesses Acquired.
  
                    Inapplicable.
  
           b.       Proforma Financial Information
                    Proforma Balance Sheet, December 31, 1997 (Unaudited)
                    Proforma  Statement of  Operations  for the Period  August 29,
                    1997  (date   operations   commenced)  to  December  31,  1997
                    (Unaudited) Notes to Proforma Financial Statements
  
           c.       Exhibits
  
                    10.1  Bradley Villas Limited Partnership Second Amended and
                          Restated Agreement of Limited Partnership
  
                    10.2  First Amendment to the Second Amended and Restated  
                          Agreement of Limited  Partnership of
                          Bradley Villas Limited Partnership
  
                    10.3  Agreement for Purchase and Sale of Partnership Interest
  
                    10.4  Murfreesboro Villas Limited Partnership Agreement of 
                          Limited Partnership
  
                    10.5  First Amendment to the Agreement of Limited Partnership
                          of Murfreesboro  Villas Limited
                          Partnership
  
                    10.6  Agreement for Purchase and Sale of Partnership Interest
  
  
  
  
  
  
                                         4
  <PAGE>
  
  
                            
                   WNC HOUSING TAX CREDIT FUND VI, L.P., Series 5
                         (A California Limited Partnership)
                               PROFORMA BALANCE SHEET
                                  December 31, 1997
  
  <TABLE>
                                       ASSETS
                                                                 Historical           Proforma            Proforma
                                                                    Balance           Adjustments          Balance
  
  <S>                                                            <C>                   <C>      
  Cash and cash equivalents                                      $5,498,424            4,806,795
                                                                                        (391,335)
                                                                                         (56,310)       $9,857,574
  Subscriptions receivable                                          631,885               56,310           688,195
  
  Loans receivable                                                  878,894             (878,894)
  
  Investment   in  limited   partnerships   and  limited          2,398,460            6,434,746
  liability companies
                                                                                         391,335         9,150,641
                                                                                         (73,900)
  Other assets                                                        5,042                    0             5,042
                                                                -----------          -----------        ----------
                                                                                                            
                                                                $ 9,412,705          $10,288,747       $19,701,452
                                                                ===========           ==========       ===========
  
  
                          LIABILITIES AND PARTNERS' CAPITAL
  LIABILITIES:
  
  Payables to limited partnerships and limited                     $860,671          $6,434,746         $6,416,523
    liability corporations                                                            (878,894)
  Accrued fees and expenses due to general
    partner and affiliates                                          361,900                   0            361,900
                                                                    -------            --------            -------
                                                                  1,222,571           5,555,852          6,778,423
                                                                  ---------           ---------          ---------
  
  PARTNERS' EQUITY
    General partner                                                (12,452)             (7,837)           (21,028)
                                                                                          (739)
    Limited partners                                             8,202,586           4,814,632         12,944,057
                                                                                       (73,161)
  
         Total partners' equity                                  8,190,134           4,732,895         12,923,029
                                                                 ---------           ---------         ----------
                                                                $9,412,705         $10,288,747         $19,701,452
                                                                ==========          ==========        ===========
  </TABLE>
  
                                    - Unaudited -
               See Accompanying Notes to Proforma Financial Statements
                                         FS-1
  <PAGE>
  
  
  
                   WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
  
                         (A California Limited Partnership)
  
  
                          PROFORMA STATEMENT OF OPERATIONS
  
             For the Period August 29, 1997 (date operations commenced)
                                to December 31, 1997
  
  
  <TABLE>
  
  
                                                             Historical         Proforma           Proforma
                                                              Balance         Adjustments          Balance
  
  <S>                                                       <C>                                 <C>        
  Interest income                                           $   10,012                          $    10,012
                                                            ----------                           ----------
  
  Operating expenses:
    Amortization                                                 2,256                                2,256
    Other                                                        7,843                                7,843
                                                                 -----                                -----
  
  Total operating expense                                       10,099                               10,099
                                                               -------                               ------
  
  Loss from operations                                             (87)                                 (87)
  
  Equity in income (loss ) of limited 
  partnerships and limited liability companies                   2,395           (73,900)           (71,505)
                                                                 -----           --------           --------
  
  Net income (loss)                                         $    2,308         $ (73,900)        $ ( 71,592)
                                                             =========         ===========        ==========
  
  
  </TABLE>
  
                                    - Unaudited -
               See Accompanying Notes to Proforma Financial Statements
                                         FS-2
  <PAGE>
  
  
                                      
                   WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                         (A California Limited Partnership)
  
                       NOTES TO PROFORMA FINANCIAL STATEMENTS
  
  
  NOTE 1 - GENERAL
  
  The  information  contained in the  following  notes to the  proforma  financial
  statements is condensed  from that which  appears in the  financial  statements.
  Accordingly,   these  proforma  financial   statements  should  be  reviewed  in
  conjunction with the financial statements and related notes thereto contained in
  the WNC Housing Tax Credit Fund VI, L.P.,  Series 5 financial  statements  dated
  December 31, 1997. WNC Housing Tax Credit Fund VI, L.P., Series 5 is referred to
  in these notes as the "Partnership."
  
  NOTE 2 - INTRODUCTION TO PROFORMA ADJUSTMENTS
  
  As of December  31,  1997,  the  Partnership  was  admitted as majority  limited
  partner in two limited  partnerships  (Chillicothe  Plaza  Apartments,  L.P. and
  Spring Valley Terrace Apartments  L.L.C.).  Subsequent to December 31, 1997, the
  Partnership  has  acquired  a  limited  partnership  interest  in  five  limited
  partnerships;  Bradley Villas  Limited  Partnership  (Bradley),  El Reno Housing
  Associates  Limited  Partnership  (El Reno),  Hughes Villa  Limited  Partnership
  (Hughes),   Mark  Twain  Senior  Community  Limited  Partnership  (Mark  Twain),
  Murfreesboro  Villas Limited  Partnership  (Murfreesboro)  and is negotiating to
  acquire  the  limited  partnership  interest  in one  other  partnership.  These
  investments commit the Partnership to capital contributions as follows:
  
  
       APT HOUSING THEODORE                $    1,312,916
       BRADLEY                                    532,196
       EL RENO                                  3,039,985
       HUGHES                                     181,885
       MARK TWAIN                                 683,290
       MURFREESBORO                               684,474
                                                  -------
                                            $   6,434,746
  
  In accordance with Article 11, Proforma Financial  Information of Regulation S-X
  of the Securities and Exchange  Commission,  the  accompanying  proforma balance
  sheet was computed assuming that the limited  partnerships  discussed above were
  acquired at the end of the period  presented.  The first  adjustment to cash and
  the adjustment to partners' equity of $4,806,795,  reflect the net proceeds from
  January  1,  1998 to April 9,  1998  from  issuance  of 5,772  units of  limited
  partners' capital ($5,772,000 less notes receivable of $181,500, and commissions
  and offering costs of $783,705). The third adjustment to cash and the
  
  
                                         FS-3
  <PAGE>
  
  
  
                   WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
  
                         (A California Limited Partnership)
  
                 NOTES TO PROFORMA FINANCIAL STATEMENTS (Continued)
  
  
  
  NOTE 2 - INTRODUCTION TO PROFORMA ADJUSTMENTS (Continued)
  
  adjustment  to  subscriptions   receivable  of  $56,310  reflect   subscriptions
  receivable  from the above sale of limited units.  The adjustments to investment
  in limited  partnerships and notes payable to limited partnerships of $6,434,746
  reflect the Partnership's  acquisition of the six limited partnership  interests
  as if the  Partnership's  date of acquisition  was December 31, 1997. The second
  adjustment to investment in limited  partnerships  and the second  adjustment to
  cash  of  $391,335  reflect  the  acquisition  fee for  the  acquisition  of the
  identified limited partnerships
  
  Four of the six apartment  complexes were under  construction or  rehabilitation
  during the period  presented  and had no  operations  which  should be reported.
  Hughes Villa and Mark Twain had operations  during the period presented  (August
  29, 1997 to December 31, 1997), and a proforma loss of $73,900 has been recorded
  in the  Proforma  Statement  of  Operations.  This is the  third  adjustment  to
  Investment  in  Limited   Partnerships  in  the  Proforma   Balance  Sheet.  The
  Partnership  uses the equity method of accounting to account for its investments
  in these local limited partnerships.
  
  
  
  
  
  
                                         FS-4
  
  <PAGE>
  
  
  
  
                                     SIGNATURES
  
  
           Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
  the  registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                   WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
  
  Date: April 13, 1998             By:      WNC &  Associates, Inc.,
                                            General Partner
  
                                             By:      /s/ JOHN B. LESTER, JR.
                                                          John B. Lester, Jr.,
                                                          President
  
                                         5
  <PAGE>
  
                                  INDEX TO EXHIBITS
  
  
  Exhibit
  Number            Exhibit
  
  10.1   Bradley Villas Limited Partnership Second Amended and Restated 
         Agreement of Limited Partnership
  
  10.2   First  Amendment to the Second  Amended and Restated  Agreement of 
         Limited  Partnership  of Bradley Villas Limited Partnership
  
  10.3   Agreement for Purchase and Sale of Partnership Interest
  
  10.4   Murfreesboro Villas Limited Partnership Agreement of Limited Partnership
  
  10.5   First Amendment to the Agreement of Limited Partnership of Murfreesboro 
         Villas Limited Partnership
  
  10.6   Agreement for Purchase and Sale of Partnership Interest
  
  
                                         6
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text: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
  Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported):     April 1, 1998
  
                    WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5 
               (Exact name of registrant as specified in its charter)
  
        California                     333-24111                   33-0745418
  (State or other jurisdiction       (Commission                 (IRS Employer
   of incorporation)                 File Number)              Identification No.)
  
            3158 Redhill Avenue, Suite 120, Costa Mesa, California 92626
                 (Address of principal executive offices) (Zip Code)
  
  Registrant's telephone number, including area code:  (714) 662-5565
  
                                        N/A
            Former name or former address, if changed since last report)
  Item 2.  Acquisition or Disposition of Assets
  
           WNC  Housing  Tax  Credit  Fund VI,  L.P.,  Series 5  ("Series  5") has
  acquired  a  Local  Limited  Partnership  Interest  in  Bradley  Villas  Limited
  Partnership,  an Arkansas  limited  partnership  ("BRADLEY"),  and  Murfreesboro
  Villas Limited  Partnership,  an Arkansas limited partnership  (AMURFREESBORO").
  BRADLEY and  MURFREESBORO  are sometimes  hereinafter  referred to as the "Local
  Limited  Partnerships.@  BRADLEY owns the Bradley Villas  Apartments in Bradley,
  Arkansas,   and  MURFREESBORO   owns  the  Murfreesboro   Villas  Apartments  in
  Murfreesboro, Arkansas (the "Apartment Complexes").
  
           The  following  tables  contain  information  concerning  the Apartment
  Complexes and the Local Limited Partnerships identified herein:
  
                                                                                                              LOCAL
                                            ACTUAL OR                                                         LIMITED       YEAR
                                            ESTIMATED    ESTIMATED                                PERMANENT   PARTNERSHIP'S CREDITS
                PROJECT                     CONSTRUC-    DEVELOPMENT                              MORTGAGE    ANTICIPATED   TO BE
  LOCAL         NAME AND                    TION         COST             NUMBER OF    BASIC      LOAN        AGGREGATE     FIRST
  LIMITED       NUMBER OF     LOCATION OF   COMPLETION   (INCLUDING       APARTMENT    MONTHLY    PRINCIPAL   TAX CREDITS   AVAIL-
  PARTNERSHIP   BUILDINGS     PROPERTY      DATE         LAND COST)       UNITS        RENTS      AMOUNT      (1)           ABLE
  BRADLEY       Bradley       Bradley       January      $1,013,574       8   2 BR     $331       $110,685    $867,500      1998
                Villas        (Lafayette    1998                          units        $348       HB (2)
                Apartments    County),                                    20 2BR
                              Arkansas                                    units                   $400,000
                4                                                                                 ADFA (3)
                buildings
  
  MURFREES-     Murfreesboro  Murfreesboro  March 1998   $1,279,746       10   2BR     $258       $232,019    $1,116,770    1998
                Villas        (Pike                                       units        $294       HB (4)
                Apartments    County),                                    14   2BR
                              Arkansas                                    units                   $400,000
                                                                                                  ADFA (3)
                6
                buildings
  (1)      Low Income Housing Credits are available over a 10-year period. For the
           year in which the credit first becomes available, Series 5 will receive
           only that  percentage  of the annual  credit which  corresponds  to the
           number of months  during  which  Series 5 was a limited  partner of the
           Local Limited  Partnership,  and during which the Apartment Complex was
           completed and in service.
  
  (2)      Horizon Bank (AHB@) will provide the first  mortgage loan for a term of
           15 years at an annual interest rate of 9%.  Principal and interest will
           be payable monthly, based on a 15-year amortization schedule.
  
  (3)      Arkansas Development Finance Authority (AADFA@), using HOME funds, will
           provide  the second  mortgage  loan for a term of 35 years at an annual
           interest rate of 1%.  Principal and interest  payments will be deferred
           for 15  years.  Outstanding  principal  and  interest  will be due upon
           maturity.
  
  (4)      Horizon Bank ("HB") will provide the first  mortgage loan for a term of
           15 years at an annual interest rate of 10%. Principal and interest will
           be payable monthly, based on a 15-year amortization schedule.
  Bradley (BRADLEY): Bradley (population 600) is in Lafayette County, in southwest
  Arkansas,  near the Louisiana and Texas borders,  at the  intersection  of State
  Highways 29 and 160,  approximately  25 miles southeast of Texarkana.  The major
  employers  for  Bradley  residents  are Falcon  Products  (chairs for hotels and
  restaurants) and Pilgrim's Pride (chicken feed).
  
  Murfreesboro (MURFREESBORO):  Murfreesboro (population 1,500) is in Pike County,
  in  southwest  Arkansas,  at the  intersection  of  State  Highways  19 and  26,
  approximately  60 miles  southwest  of  Little  Rock.  The major  employers  for
  Murfreesboro   residents  are  Murfreesboro   Diamond   (newspaper)  and  Aalf's
  Manufacturing Inc. (denim jeans).
  
                                         2
  SHARING RATIOS:
                                                                                 ALLOCATIONS (4)
                                                     LOCAL                       AND               SERIES 5's   ESTIMATED
                                                     GENERAL        SHARING      SALE OR           CAPITAL      ACQUISITION
  LOCAL            LOCAL                             PARTNER'S      RATIOS:      REFINANCING       CONTRI-      FEES PAYABLE
  LIMITED          GENERAL           PROPERTY        DEVELOPMENT    CASH FLOW    PROCEEDS          BUTION       TO FUND
  PARTNERSHIP      PARTNER           MANAGER (1)     FEE (2)        (3)          (5)               (6)          MANAGER
  BRADLEY          Billy Bunn        Bunn Real       $144,920       LGP: $1,000  99/1             $501,462      $46,000
                                     Estate and                     The          1/99
                                     Property                       balance:
                                     Management Co.                 50/50
  
  MURFREESBORO     Murfreesboro      Bunn Real       $184,946       LGP: $1,000  99/1             $685,474      $64,000
                   Industrial        Estate and                     The          1/99
                   Development       Property                       balance:
                   Corp.             Management                     50/50
                                     Co.
  (1) The maximum annual  management fee payable to the property manager generally
  is  determined  pursuant to lender  regulations.  The Local  General  Partner is
  authorized to employ either itself or one of its  affiliates,  or a third party,
  as property manager for leasing and management of the Apartment  Complex so long
  as the fee therefore  does not exceed the amount  authorized and approved by the
  lender for the Apartment Complex.
  
  (2) The Local  Limited  Partnership  will pay its Local  General  Partner  or an
  affiliate  of its Local  General  Partner a  development  fee in the  amount set
  forth,  for  services  incident  to  the  development  and  construction  of the
  Apartment Complex, which services include: negotiating the financing commitments
  for the  Apartment  Complex;  securing  necessary  approvals and permits for the
  development and construction of the Apartment Complex; and obtaining allocations
  of Low Income Housing Credits.  This payment will be made in installments  after
  receipt of each installment of the capital contributions made by Series 5.
  
  (3)  Reflects  the amount of the net cash flow from  operations,  if any,  to be
  distributed  to Series 5 ("WNC") and the Local  General  Partner  ("LGP") of the
  Local Limited Partnership for each year of operations.
  
  (4) Subject to certain special allocations,  reflects the respective  percentage
  interests in profits,  losses and Low Income Housing Credits of Series 5 and the
  Local General Partner.
  
  (5) Reflects the percentage interests of Series 5 and the Local General Partner,
  in any net cash proceeds  from sale or  refinancing  of the  Apartment  Complex,
  after  payment  of  the  mortgage  loan  and  other  Local  Limited  Partnership
  obligations.
  
  (6) Series 5 will make its capital contribution to the Local Limited Partnership
  in  stages,  with  each  contribution  due  when  certain  conditions  regarding
  construction or operations of the Apartment Complex have been fulfilled.
  3
  Item 7.  Financial Statements and Exhibits
  
           a.       Financial Statements of Businesses Acquired.
  
                    Inapplicable.
  
           b.       Proforma Financial Information
                    Proforma Balance Sheet, December 31, 1997 (Unaudited)
                    Proforma  Statement of  Operations  for the Period  August 29,
                    1997  (date   operations   commenced)  to  December  31,  1997
                    (Unaudited) Notes to Proforma Financial Statements
  
           c.       Exhibits
  
                    10.1  Bradley Villas Limited Partnership Second Amended and
                          Restated Agreement of Limited Partnership
  
                    10.2  First Amendment to the Second Amended and Restated  
                          Agreement of Limited  Partnership of
                          Bradley Villas Limited Partnership
  
                    10.3  Agreement for Purchase and Sale of Partnership Interest
  
                    10.4  Murfreesboro Villas Limited Partnership Agreement of 
                          Limited Partnership
  
                    10.5  First Amendment to the Agreement of Limited Partnership
                          of Murfreesboro  Villas Limited
                          Partnership
  
                    10.6  Agreement for Purchase and Sale of Partnership Interest
  
                                         4
  WNC HOUSING TAX CREDIT FUND VI, L.P., Series 5
                         (A California Limited Partnership)
                               PROFORMA BALANCE SHEET
                                  December 31, 1997
  
                                       ASSETS
                                                                 Historical           Proforma            Proforma
                                                                    Balance           Adjustments          Balance
  Cash and cash equivalents                                      $5,498,424            4,806,795
                                                                                        (391,335)
                                                                                         (56,310)       $9,857,574
  Subscriptions receivable                                          631,885               56,310           688,195
  
  Loans receivable                                                  878,894             (878,894)
  
  Investment   in  limited   partnerships   and  limited          2,398,460            6,434,746
  liability companies
                                                                                         391,335         9,150,641
                                                                                         (73,900)
  Other assets                                                        5,042                    0             5,042
                                                                -----------          -----------        ----------
                                                                                                            
                                                                $ 9,412,705          $10,288,747       $19,701,452
                                                                ===========           ==========       ===========
  
                          LIABILITIES AND PARTNERS' CAPITAL
  LIABILITIES:
  
  Payables to limited partnerships and limited                     $860,671          $6,434,746         $6,416,523
    liability corporations                                                            (878,894)
  Accrued fees and expenses due to general
    partner and affiliates                                          361,900                   0            361,900
                                                                    -------            --------            -------
                                                                  1,222,571           5,555,852          6,778,423
                                                                  ---------           ---------          ---------
  
  PARTNERS' EQUITY
    General partner                                                (12,452)             (7,837)           (21,028)
                                                                                          (739)
    Limited partners                                             8,202,586           4,814,632         12,944,057
                                                                                       (73,161)
  
         Total partners' equity                                  8,190,134           4,732,895         12,923,029
                                                                 ---------           ---------         ----------
                                                                $9,412,705         $10,288,747         $19,701,452
                                                                ==========          ==========        ===========
  - Unaudited -
               See Accompanying Notes to Proforma Financial Statements
                                         FS-1
  WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
  
                         (A California Limited Partnership)
  
                          PROFORMA STATEMENT OF OPERATIONS
  
             For the Period August 29, 1997 (date operations commenced)
                                to December 31, 1997
  
                                                             Historical         Proforma           Proforma
                                                              Balance         Adjustments          Balance
  Interest income                                           $   10,012                          $    10,012
                                                            ----------                           ----------
  
  Operating expenses:
    Amortization                                                 2,256                                2,256
    Other                                                        7,843                                7,843
                                                                 -----                                -----
  
  Total operating expense                                       10,099                               10,099
                                                               -------                               ------
  
  Loss from operations                                             (87)                                 (87)
  
  Equity in income (loss ) of limited 
  partnerships and limited liability companies                   2,395           (73,900)           (71,505)
                                                                 -----           --------           --------
  
  Net income (loss)                                         $    2,308         $ (73,900)        $ ( 71,592)
                                                             =========         ===========        ==========
  - Unaudited -
               See Accompanying Notes to Proforma Financial Statements
                                         FS-2
  WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                         (A California Limited Partnership)
  
                       NOTES TO PROFORMA FINANCIAL STATEMENTS
  
  NOTE 1 - GENERAL
  
  The  information  contained in the  following  notes to the  proforma  financial
  statements is condensed  from that which  appears in the  financial  statements.
  Accordingly,   these  proforma  financial   statements  should  be  reviewed  in
  conjunction with the financial statements and related notes thereto contained in
  the WNC Housing Tax Credit Fund VI, L.P.,  Series 5 financial  statements  dated
  December 31, 1997. WNC Housing Tax Credit Fund VI, L.P., Series 5 is referred to
  in these notes as the "Partnership."
  
  NOTE 2 - INTRODUCTION TO PROFORMA ADJUSTMENTS
  
  As of December  31,  1997,  the  Partnership  was  admitted as majority  limited
  partner in two limited  partnerships  (Chillicothe  Plaza  Apartments,  L.P. and
  Spring Valley Terrace Apartments  L.L.C.).  Subsequent to December 31, 1997, the
  Partnership  has  acquired  a  limited  partnership  interest  in  five  limited
  partnerships;  Bradley Villas  Limited  Partnership  (Bradley),  El Reno Housing
  Associates  Limited  Partnership  (El Reno),  Hughes Villa  Limited  Partnership
  (Hughes),   Mark  Twain  Senior  Community  Limited  Partnership  (Mark  Twain),
  Murfreesboro  Villas Limited  Partnership  (Murfreesboro)  and is negotiating to
  acquire  the  limited  partnership  interest  in one  other  partnership.  These
  investments commit the Partnership to capital contributions as follows:
  
       APT HOUSING THEODORE                $    1,312,916
       BRADLEY                                    532,196
       EL RENO                                  3,039,985
       HUGHES                                     181,885
       MARK TWAIN                                 683,290
       MURFREESBORO                               684,474
                                                  -------
                                            $   6,434,746
  
  In accordance with Article 11, Proforma Financial  Information of Regulation S-X
  of the Securities and Exchange  Commission,  the  accompanying  proforma balance
  sheet was computed assuming that the limited  partnerships  discussed above were
  acquired at the end of the period  presented.  The first  adjustment to cash and
  the adjustment to partners' equity of $4,806,795,  reflect the net proceeds from
  January  1,  1998 to April 9,  1998  from  issuance  of 5,772  units of  limited
  partners' capital ($5,772,000 less notes receivable of $181,500, and commissions
  and offering costs of $783,705). The third adjustment to cash and the
  
                                         FS-3
  WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
  
                         (A California Limited Partnership)
  
                 NOTES TO PROFORMA FINANCIAL STATEMENTS (Continued)
  
  NOTE 2 - INTRODUCTION TO PROFORMA ADJUSTMENTS (Continued)
  
  adjustment  to  subscriptions   receivable  of  $56,310  reflect   subscriptions
  receivable  from the above sale of limited units.  The adjustments to investment
  in limited  partnerships and notes payable to limited partnerships of $6,434,746
  reflect the Partnership's  acquisition of the six limited partnership  interests
  as if the  Partnership's  date of acquisition  was December 31, 1997. The second
  adjustment to investment in limited  partnerships  and the second  adjustment to
  cash  of  $391,335  reflect  the  acquisition  fee for  the  acquisition  of the
  identified limited partnerships
  
  Four of the six apartment  complexes were under  construction or  rehabilitation
  during the period  presented  and had no  operations  which  should be reported.
  Hughes Villa and Mark Twain had operations  during the period presented  (August
  29, 1997 to December 31, 1997), and a proforma loss of $73,900 has been recorded
  in the  Proforma  Statement  of  Operations.  This is the  third  adjustment  to
  Investment  in  Limited   Partnerships  in  the  Proforma   Balance  Sheet.  The
  Partnership  uses the equity method of accounting to account for its investments
  in these local limited partnerships.
  
                                         FS-4
  SIGNATURES
  
           Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
  the  registrant  has duly  caused  this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                   WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
  
  Date: April 13, 1998             By:      WNC &  Associates, Inc.,
                                            General Partner
  
                                             By:      /s/ JOHN B. LESTER, JR.
                                                          John B. Lester, Jr.,
                                                          President
  
                                         5
  INDEX TO EXHIBITS
  
  Exhibit
  Number            Exhibit
  
  10.1   Bradley Villas Limited Partnership Second Amended and Restated 
         Agreement of Limited Partnership
  
  10.2   First  Amendment to the Second  Amended and Restated  Agreement of 
         Limited  Partnership  of Bradley Villas Limited Partnership
  
  10.3   Agreement for Purchase and Sale of Partnership Interest
  
  10.4   Murfreesboro Villas Limited Partnership Agreement of Limited Partnership
  
  10.5   First Amendment to the Agreement of Limited Partnership of Murfreesboro 
         Villas Limited Partnership
  
  10.6   Agreement for Purchase and Sale of Partnership Interest
  
                                         6