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 30, 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)
  
                                         1
  <PAGE>
  
  
  Item 2.  Acquisition or Disposition of Assets
  
           WNC  Housing  Tax  Credit  Fund VI,  L.P.,  Series 5  ("Series  5") has
  acquired Local Limited Partnership Interests in United Development Corp., L.P. -
  97.1, a Tennessee limited  partnership  ("UNITED 97.1");  and United Development
  Corp., L.P. - 97.2, a Tennessee limited partnership ("UNITED 97.2"). Each of the
  Local Limited Partnerships owns a single-family  housing development in Memphis,
  Tennessee (together the "Properties").
  
           The following tables contain information  concerning the Properties and
  the Local Limited Partnerships identified herein:
  
  <TABLE>
  
  
                                                                                                            LOCAL
                                           ACTUAL OR                                                        LIMITED
                                           ESTIMATED    ESTIMATED                             PERMANENT     PARTNER-
              PROJECT                      CONSTRUC-    DEVELOPMENT                           MORTGAGE      SHIP'S       YEAR
  LOCAL       NAME AND                     TION         COST          NUMBER OF    BASIC      LOAN          ANTICIPATED  CREDITS
  LIMITED     NUMBER          LOCATION     COMPLETION   (INCLUDING    APARTMENT    MONTHLY    PRINCIPAL     TAX CREDITS  TO BE FIRST
  PARTNERSHIP OF BUILDINGS    OF PROPERTY  DATE         LAND COST)    UNITS        RENTS      AMOUNT        (1)          AVAILABLE
  
  <S>                                                  <C>           <C>     <C>  <C>  <C>   <C>           <C>          <C> 
  UNITED      Forty Homes     Memphis      December     $2,759,571    40      3BR  $450-504   $1,065,834    $2,693,230   1998
  97.1        for the         (Shelby      1998                       Homes                   STB (3)
              Greater         County),
              Lemoyne         Tennessee
              Garden's
              Community
  
              40 homes
              (2)
  
  
  UNITED      Mallory         Memphis      May 1998     $1,140,543    20      2BR  $396-444   $380,392      $1,061,547   1998
  97.2        Heights         (Shelby                                 Homes                   STB (3)
              Homes           County),
                              Tennessee
              20 homes
              (4)
  
  
  <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  Properties  were
           completed and in service.
  
  (2)      Property designed for senior citizens and families.
  
  (3)      South Trust Bank ("STB")  will provide the mortgage  loan for a term of
           15 years at an annual  interest  rate of 9.5%.  Principal  and interest
           will be  payable  monthly,  based on a 30-year  amortization  schedule.
           Outstanding principal will be due upon maturity.
  
  (4)      Property designed for senior citizens.
  </FN>
  </TABLE>
  
  
  Memphis (UNITED 97.1 and UNITED 97.2): Memphis (population 610,000) is in Shelby
  County, at the southwest corner of Tennessee,  at the intersection of Interstate
  Highways 40, 55 and 240. The major  employers for Memphis  residents are Federal
  Express  Corporation,  the  U.S.  Government,  and the  Memphis  City  Board  of
  Education.
  
                                         2
  <PAGE>
  
  <TABLE>
  
                                     LOCAL                                                                  ESTIMATED
                                     GENERAL                       SHARING RATIOS:                          ACQUISITION
  LOCAL   LOCAL                      PARTNER(S)    SHARING         ALLOCATIONS (4) AND  SERIES              FEES PAYABLE
  LIMITED GENERAL       PROPERTY     DEVELOPMENT   RATIOS:         SALE OR REFINANCING  CAPITAL             5's  TO FUND
  PARTNER PARTNERS      MANAGER (1)  FEE (2)       CASH FLOW (3)   PROCEEDS (5)         CONTRIBUTIONS (6)   MANAGER
                                                                         
  <S>                               <C>                           <C>   <C> <C>        <C>                 <C>     
  UNITED  Harold E.     Buehler      $142,000      WNC:   Greater  99.98/.01/.01        $1,844,678          $171,000
  97.1    Buehler,      Enterprises,               of              20/80
          Sr. and Jo    Inc. (8)                   15% or $5,000
          Ellen                                    LGP: 70%
          Schaffer                                 The balance:
          Buehler (7)                              20/80
  
  UNITED  Harold E.     Buehler      $60,000       WNC:   Greater  99.98/.01/.01        $743,008            $69,000
  97.2    Buehler,      Enterprises,               of              20/80
          Sr. and Jo    Inc. (8)                   15% or $5,000
          Ellen                                    LGP: 70%
          Schaffer                                 The balance:
          Buehler (7)                              20/80
  
  
  <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 Properties so long as the
  fee therefore  does not exceed the amount  authorized and approved by the lender
  for the Properties.
  
  (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
  Properties,  which services include:  negotiating the financing  commitments for
  the Properties; securing necessary approvals and permits for the development and
  construction of the Properties;  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.  Generally, to the extent
  that  the  specific  dollar  amounts  which  are to be paid to WNC are not  paid
  annually,  they will accrue and be paid from sale or refinancing  proceeds as an
  obligation of the Local Limited Partnership.
  
  (4) Subject to certain special allocations,  reflects the respective  percentage
  interests  in profits,  losses and Low Income  Housing  Credits of (i) Series 5,
  (ii) WNC Housing, L.P., an Affiliate of the Sponsor which is the special limited
  partner, and (iii) 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  Properties,  after
  payment of the mortgage  loan and other Local  Limited  Partnership  obligations
  (see,  e.g.  note 3), and the  following,  in the order set forth:  the  capital
  contributions  of Series 5; and the capital  contribution  of the Local  General
  Partner.
  
  (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 Properties have been fulfilled.
  
  (7)  Construction  completion  and  operating  deficit  guarantees  will be
  provided by Harold E. Buehler,  Sr. and Jo Ellen Schaffer Buehler.  Mr. and Mrs.
  Buehler,  both age 49, have  represented to Series 5 that, as of March 15, 1998,
  they had a net worth in excess of $9,000,000.
  
  (8) Buehler Enterprises,  Inc. is a Tennessee  corporation which was formed
  in 1984 by Harold E. Buehler,  Sr. Buehler  Enterprises,  Inc. currently manages
  approximately 200 units consisting primarily of single family homes and duplexes
  in Memphis.
  </FN>
  </TABLE>
  
                                         3
  <PAGE>
  
  
  
  Item 7.  Financial Statements and Exhibits
  
  
           a.       Financial Statements of Businesses Acquired.
  
                    Inapplicable.
  
           b.       Proforma Financial Information
  
                    Inapplicable.
  
  
           c.       Exhibits
  
                    10.1     Amended and Restated  Agreement of Limited  
                             Partnership of United  Development Co., L.P.
                             - 97.2
  
  
  
  
  
  
                                         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: May  15, 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              Amended and Restated Agreement of Limited Partnership of 
                    United Development Co., L.P. - 97.2
  
  
  
                                         6
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metadata_filer: {"company-data": {"conformed-name": "WNC HOUSING TAX CREDIT FUND VI LP SERIES 5", "cik": "0001036500", "assigned-sic": "6513", "irs-number": "330745418", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-24111", "film-number": "98623889"}, "business-address": {"street1": "3158 REDHILL AVE", "street2": "STE 120", "city": "COSTA MESA", "state": "CA", "zip": "92626", "phone": "7146625565"}, "mail-address": {"street1": "3158 REDHILL AVE", "street2": "STE 120", "city": "COSTA MESA", "state": "CA", "zip": "92626"}}
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 30, 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)
  
                                         1
  Item 2.  Acquisition or Disposition of Assets
  
           WNC  Housing  Tax  Credit  Fund VI,  L.P.,  Series 5  ("Series  5") has
  acquired Local Limited Partnership Interests in United Development Corp., L.P. -
  97.1, a Tennessee limited  partnership  ("UNITED 97.1");  and United Development
  Corp., L.P. - 97.2, a Tennessee limited partnership ("UNITED 97.2"). Each of the
  Local Limited Partnerships owns a single-family  housing development in Memphis,
  Tennessee (together the "Properties").
  
           The following tables contain information  concerning the Properties and
  the Local Limited Partnerships identified herein:
  
                                                                                                            LOCAL
                                           ACTUAL OR                                                        LIMITED
                                           ESTIMATED    ESTIMATED                             PERMANENT     PARTNER-
              PROJECT                      CONSTRUC-    DEVELOPMENT                           MORTGAGE      SHIP'S       YEAR
  LOCAL       NAME AND                     TION         COST          NUMBER OF    BASIC      LOAN          ANTICIPATED  CREDITS
  LIMITED     NUMBER          LOCATION     COMPLETION   (INCLUDING    APARTMENT    MONTHLY    PRINCIPAL     TAX CREDITS  TO BE FIRST
  PARTNERSHIP OF BUILDINGS    OF PROPERTY  DATE         LAND COST)    UNITS        RENTS      AMOUNT        (1)          AVAILABLE
  UNITED      Forty Homes     Memphis      December     $2,759,571    40      3BR  $450-504   $1,065,834    $2,693,230   1998
  97.1        for the         (Shelby      1998                       Homes                   STB (3)
              Greater         County),
              Lemoyne         Tennessee
              Garden's
              Community
  
              40 homes
              (2)
  
  UNITED      Mallory         Memphis      May 1998     $1,140,543    20      2BR  $396-444   $380,392      $1,061,547   1998
  97.2        Heights         (Shelby                                 Homes                   STB (3)
              Homes           County),
                              Tennessee
              20 homes
              (4)
  (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  Properties  were
           completed and in service.
  
  (2)      Property designed for senior citizens and families.
  
  (3)      South Trust Bank ("STB")  will provide the mortgage  loan for a term of
           15 years at an annual  interest  rate of 9.5%.  Principal  and interest
           will be  payable  monthly,  based on a 30-year  amortization  schedule.
           Outstanding principal will be due upon maturity.
  
  (4)      Property designed for senior citizens.
  Memphis (UNITED 97.1 and UNITED 97.2): Memphis (population 610,000) is in Shelby
  County, at the southwest corner of Tennessee,  at the intersection of Interstate
  Highways 40, 55 and 240. The major  employers for Memphis  residents are Federal
  Express  Corporation,  the  U.S.  Government,  and the  Memphis  City  Board  of
  Education.
  
                                         2
  LOCAL                                                                  ESTIMATED
                                     GENERAL                       SHARING RATIOS:                          ACQUISITION
  LOCAL   LOCAL                      PARTNER(S)    SHARING         ALLOCATIONS (4) AND  SERIES              FEES PAYABLE
  LIMITED GENERAL       PROPERTY     DEVELOPMENT   RATIOS:         SALE OR REFINANCING  CAPITAL             5's  TO FUND
  PARTNER PARTNERS      MANAGER (1)  FEE (2)       CASH FLOW (3)   PROCEEDS (5)         CONTRIBUTIONS (6)   MANAGER
  UNITED  Harold E.     Buehler      $142,000      WNC:   Greater  99.98/.01/.01        $1,844,678          $171,000
  97.1    Buehler,      Enterprises,               of              20/80
          Sr. and Jo    Inc. (8)                   15% or $5,000
          Ellen                                    LGP: 70%
          Schaffer                                 The balance:
          Buehler (7)                              20/80
  
  UNITED  Harold E.     Buehler      $60,000       WNC:   Greater  99.98/.01/.01        $743,008            $69,000
  97.2    Buehler,      Enterprises,               of              20/80
          Sr. and Jo    Inc. (8)                   15% or $5,000
          Ellen                                    LGP: 70%
          Schaffer                                 The balance:
          Buehler (7)                              20/80
  (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 Properties so long as the
  fee therefore  does not exceed the amount  authorized and approved by the lender
  for the Properties.
  
  (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
  Properties,  which services include:  negotiating the financing  commitments for
  the Properties; securing necessary approvals and permits for the development and
  construction of the Properties;  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.  Generally, to the extent
  that  the  specific  dollar  amounts  which  are to be paid to WNC are not  paid
  annually,  they will accrue and be paid from sale or refinancing  proceeds as an
  obligation of the Local Limited Partnership.
  
  (4) Subject to certain special allocations,  reflects the respective  percentage
  interests  in profits,  losses and Low Income  Housing  Credits of (i) Series 5,
  (ii) WNC Housing, L.P., an Affiliate of the Sponsor which is the special limited
  partner, and (iii) 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  Properties,  after
  payment of the mortgage  loan and other Local  Limited  Partnership  obligations
  (see,  e.g.  note 3), and the  following,  in the order set forth:  the  capital
  contributions  of Series 5; and the capital  contribution  of the Local  General
  Partner.
  
  (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 Properties have been fulfilled.
  
  (7)  Construction  completion  and  operating  deficit  guarantees  will be
  provided by Harold E. Buehler,  Sr. and Jo Ellen Schaffer Buehler.  Mr. and Mrs.
  Buehler,  both age 49, have  represented to Series 5 that, as of March 15, 1998,
  they had a net worth in excess of $9,000,000.
  
  (8) Buehler Enterprises,  Inc. is a Tennessee  corporation which was formed
  in 1984 by Harold E. Buehler,  Sr. Buehler  Enterprises,  Inc. currently manages
  approximately 200 units consisting primarily of single family homes and duplexes
  in Memphis.
  3
  Item 7.  Financial Statements and Exhibits
  
           a.       Financial Statements of Businesses Acquired.
  
                    Inapplicable.
  
           b.       Proforma Financial Information
  
                    Inapplicable.
  
           c.       Exhibits
  
                    10.1     Amended and Restated  Agreement of Limited  
                             Partnership of United  Development Co., L.P.
                             - 97.2
  
                                         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: May  15, 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              Amended and Restated Agreement of Limited Partnership of 
                    United Development Co., L.P. - 97.2
  
                                         6