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):     January 15, 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)
  
  
  
  wncnat6-10/002
  
  <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 El Reno  Housing  Associates
  Limited  Partnership,  an  Oklahoma  limited  partnership  ("EL  RENO"),  and is
  expected  to  acquire a Local  Limited  Partnership  Interest  in each of Hughes
  Villas,  L.P., an Arkansas limited partnership  ("HUGHES") and Mark Twain Senior
  Community,  L.P., a California  limited  partnership  ("MARK  TWAIN").  EL RENO,
  HUGHES and MARK TWAIN are sometimes referred to hereinafter as the Local Limited
  Partnerships.  EL RENO owns the Ashton Place Retirement  Community Apartments in
  El Reno, Oklahoma; HUGHES owns the Hughes Villas Apartments in Hughes, Arkansas;
  and MARK TWAIN owns the Mark  Twain  Senior  Community  Apartments  in  Oakland,
  California.
  
           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> 
  EL RENO        Ashton Place El Reno        August 1998   $5,266,619    60 1BR units   $387        $2,403,000   $4,406,656    1999
                 Retirement   (Canadian                                  40 2BR units   $462        GAC(3)
                 Community    County),
                 Apartments   Oklahoma
  
                 26 buildings (2)
  HUGHES         Hughes Villa Hughes         September     $1,000,021    20 2BR units   $398        $384,000     $395,600      1997
                 Apartments   (St. Francis   1996                                                   ADFA (4)
                              County),
                 4 buildings  Arkansas                                                              $384,015
                                                                                                    RD (5)
  
  MARK TWAIN     Mark Twain   Oakland        July 1996     $2,564,670    100 Efficiency $338-$407   $1,200,000   $1,030,239    1998
                 Senior        (Alameda                                  6 1BR units    $415        HSA (7)
                 Community     County),
                 Apartments    California                                                           $295,957
                                                                                                    RACO(8)
                 3 buildings
                 (2)(6)
  
  <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) Property designed for senior citizens.
  
           (3) Greystone & Co. ("GAC") will provide the mortgage loan for a term
           of 18 years at an annual interest rate of 7.8%. Principal and interest 
           will be payable monthly, based on a 30-year amortization schedule.  
           Outstanding principal will be due upon maturity.
  
           (4) Arkansas  Development  Finance Authority  ("ADFA") will provide the
           first  mortgage loan for a term of 30 years at an annual  interest rate
           of 6%.  Principal  and  interest  will be payable  monthly,  based on a
           30-year amortization schedule.
  
           (5) Rural Development  ("RD") will provide the second mortgage loan for
           a term of 50 years at an  annual  interest  rate of 1%.  Principal  and
           interest  will be  payable  monthly,  based on a  50-year  amortization
           schedule.
  
           (6) Rehabilitation property.
  
  
  
                                         2
  <PAGE>
  
  
  
           (7) Home Savings of America  ("HSA")  will  provide the first  mortgage
           loan  for a term of 15  years  at an  annual  interest  rate of  8.72%.
           Principal  and  interest  will be payable  monthly,  based on a 30-year
           amortization schedule. Outstanding principal will be due upon maturity.
  
           (8)  Redevelopment  Agency of the City of Oakland ("RACO") will provide
           the second  mortgage loan for a term of 30 years at an annual  interest
           rate of 6%.  Principal  and  interest  will be payable  from cash flow,
           based on a 30- year amortization  schedule.  Outstanding principal will
           be due upon maturity.
  </FN>
  </TABLE>
  
  El Reno (EL RENO): El Reno (population 16,000) is in Canadian County, in central
  Oklahoma,  at the  intersection  of Interstate  Highway 40 and U.S.  Highway 81,
  approximately  eight miles from the Oklahoma  City limits and  approximately  27
  miles  from the  center  of  Oklahoma  City.  The  major  employers  for El Reno
  residents  are Federal  Aviation  Administration,  CMI  Corporation  and Mustang
  Independent Schools.
  
  Hughes  (HUGHES):  Hughes  (population  1,800)  is in  St.  Francis  County,  in
  east-central  Arkansas, at the intersection of U.S. Highway 79 and State Highway
  38, approximately 25 miles southwest of Memphis,  Tennessee. The major employers
  for Hughes residents are Arkansas Sock and Rag and Bill's Dollar Store.
  
  Oakland (MARK TWAIN):  Oakland (population 376,000) is in Alameda County in
  northern  California,  approximately  10 miles east of San Francisco.  The major
  employers  for  Oakland  residents  are  Kaiser  Permanente,  New  United  Motor
  Manufacturing, Inc. and the Port of Oakland.
  
  <TABLE>
  
  
                                                                                             SHARING RATIOS:              ESTIMATED
                                                                                             ALLOCATIONS (4)  SERIES 5's  ACQUISITION
                                                             LOCAL GENERAL                   AND              CAPITAL     FEES PAYABLE
  LOCAL          LOCAL                                       PARTNER        SHARING          SALE OR          CONTRI-     TO FUND
  LIMITED        GENERAL              PROPERTY               DEVELOPMENT    RATIOS:          REFINANCING      BUTION      MANAGER
  PARTNERSHIP    PARTNER              MANAGER (1)            FEE (2)        CASH FLOW (3)    PROCEEDS  (5)    (6)
  -------------- -------------------- ----------------       -------------- --------------   ---------------- ---------- -------------
  
  <S>                                                        <C>                             <C>   <C> <C>    <C>          <C>     
  EL RENO        Cowen Properties,    Insignia Resident      $689,212       WNC: Greater of  99.98/.01/.01    $3,039,985   $282,000
                 Inc.                 Group, L.P.                           20% or $4,000    40/60
                                                                            LGP: 70%
                                                                            The balance:
                                                                            40/60
  
  HUGHES         Billy Bunn           Southland Management   $161,000       LGP: $1,000      99/1             $215,000     $20,000
                                      Co.                                   The balance:     50/50
                                                                            50/50 
  
  
  MARK TWAIN     Thomas P. Lam        Professional Apar      $155,000       WNC:Greater of   98.99/.01/1      $683,290     $63,000
                                      Management                            15%or $7,000     50/50
                                                                            LGP: 50%
                                                                            The balance:
                                                                            50/50
  
  <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.  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.
  
  
  
                                         3
  <PAGE>
  
  
  
  (4) Subject to certain special allocations,  reflects the respective  percentage
  interests  in profits,  losses and Low Income  Housing  Credits of (i) Series 5,
  (ii)  except in the case of HUGHES,  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 (i)  Series  5, and (ii) 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 (see, e.g., note 3), and the following, in the order set
  forth:  with  respect to EL RENO and MARK  TWAIN,  the capital  contribution  of
  Series 5; the capital  contribution  of the  special  limited  partner;  and the
  capital contribution of the Local General Partner;  and, with respect to HUGHES,
  5% of sale or refinancing proceeds to 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 Apartment Complex have been fulfilled.
  </FN>
  </TABLE>
  
  
  
  
                                         4
  <PAGE>
  
  
  
  Item 7.  Financial Statements and Exhibits
  
           a.       Financial Statements of Businesses Acquired.
  
                    To be filed upon availability.
  
           b.       Proforma Financial Information
  
                    Proforma Balance Sheet, September 30, 1997
                    Proforma Statement of Operations for the Period July 15, 1997
                    to September 30, 1997
                    Notes to Proforma Financial Statements
  
            c.      Exhibits
  
                    10.1     Amended and Restated Agreement of Limited 
                             Partnership of El Reno Housing Associates
                             Limited Partnership
  
                    10.2     Second Amended and Restated Agreement of Limited 
                             Partnership of Hughes Villas Limited
                             Partnership
  
                    10.3     First Amendment to Second Amended and Restated 
                             Agreement of Limited Partnership of
                             Hughes Villas Limited Partnership
  
                    10.4     Amended and Restated Agreement of Limited Partnership
                             of Mark Twain Senior Community Limited Partnership
  
  
  
                                         5
  <PAGE>
  
                                    
                   WNC HOUSING TAX CREDIT FUND VI, L.P., Series 5
                         (A California Limited Partnership)
                          (A Development-Stage Enterprise)
                               PROFORMA BALANCE SHEET
                                 September 30, 1997
  
  
                                       ASSETS
  
                           Historical           Proforma          Proforma
                           Balance           Adjustments          Balance
  
  Cash                    $2,158,837           $6,152,680                 
                                                 (504,805)
                                                  117,840        $7,924,552
  
  Subscriptions 
  receivable                 689,000             (117,840)          571,160
  
  Investment in
  limited partnerships       231,569           10,708,711 
                                                  504,805        11,445,085
  
  Other assets                   129                    0               129
                                 ---                    -               ---
  
                          $3,079,535          $16,861,391       $19,940,926
                           ==========          ==========       ==========
  
  
                          LIABILITIES AND PARTNERS' CAPITAL
  LIABILITIES:
  
  Notes payable to 
  limited partnerships              $         $10,708,711        $10,708,711
                                                                          -
  Accrued fees and expenses 
  due to general partner and
  affiliates                  239,578                   0            239,578
                              -------         -----------            -------
                              239,578          10,708,711         10,948,289
                              -------         ------------        ----------
  
  PARTNERS' EQUITY
    General partner            (3,371)            (10,286)           (13,657)
    Original limited partner    1,000                                  1,000
    Limited partners        2,842,328            6,162,966         9,005,294
                            ---------            ---------         ---------
  
  Total partners' equity    2,839,957            6,152,680         8,992,637
                            ---------            ---------         ---------
  
                           $3,079,535          $16,861,391       $19,940,926
                           ==========          ===========        ==========
  
  
  
                                     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)
                          (A Development-Stage Enterprise)
  
                          PROFORMA STATEMENT OF OPERATIONS
  
              For the Period July 15, 1997 (date operations commenced)
                                to September 30, 1997
  
  
  
                                   Historical         Proforma           Proforma
                                   Balance            Adjustments        Balance
  
  Interest income              $       129                              $     129
                                -----------                              --------
  
  Operating expense
  Amortization                         289                                    289
  Legal and accounting                  43                                     43
                                  ---------                           ----------- 
  
  Total operating expense              332                                    332
                                    -------                              --------
  
  Loss from operations                (203)                                  (203)
  
  Equity in loss
  of limited partnerships                -           (24,600)             (24,600)
                                 ----------         --------             --------
  
  Net income (loss)              $    (203)        $ (24,600)           $ (24,803)
                                  =========         =========           =========
  
  
  
                                     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)
                          (A Development-Stage Enterprise)
                       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
  September 30, 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 September 30, 1997, the Partnership  was not admitted as majority  limited
  partner in any limited  partnerships.  Subsequent  to September  30,  1997,  the
  Partnership  has  acquired  a  limited  partnership  interest  in  five  limited
  partnerships,  Chillicothe Plaza Apartments, L.P. (Chillicothe), El Reno Housing
  Associates  Limited  Partnership (El Reno),  Hughes Villa, L.P.  (Hughes),  Mark
  Twain Senior Community,  L.P. (Mark Twain) and Spring Valley Terrace  Apartments
  L.L.C.  (Spring  Valley)  and is  negotiating  to  acquire  limited  partnership
  interests in four other partnerships.  The investments commit the Partnership to
  capital contributions as follows:
  
  
        APT HOUSING THEODORE                                   $    1,312,916
        BRADLEY                                                       532,196
        CHILLICOTHE                                                   981,049
        EL RENO                                                     3,039,985
        HUGHES                                                        235,110
        MARK TWAIN                                                    683,290
        MURFREESBORO                                                  684,474
        SPRING VALLEY                                                 716,254
        TULSA-CRESTVIEW                                             2,523,437
                                                                    ---------
  
                                                                $  10,708,711
  
  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 $6,152,680  reflect the net proceeds from
  October 1 to January 27, 1998 from issuance of 7,563 units of limited  partners?
  capital  ($7,532,795  less notes  receivable of $351,500,  and  commissions  and
  offering costs of $1,028,615.) The third adjustment to cash and the
  
                                        FS-3
  <PAGE>
  
  
  
                   WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
  
                         (A California Limited Partnership)
                          (A Development-Stage Enterprise)
                 NOTES TO PROFORMA FINANCIAL STATEMENTS (Continued)
  
                                       
  NOTE 2 - INTRODUCTION TO PROFORMA ADJUSTMENTS (Continued)
  
  adjustment to  subscriptions  receivable of $117,840  reflect the  collection of
  subscriptions  receivable  from the  above  subscriptions.  The  adjustments  to
  investment in limited  partnerships and notes payable to limited partnerships of
  $10,708,711   reflect  the   Partnership's   acquisition  of  the  nine  limited
  partnership  interests as if the Partnership's date of acquisition was September
  30, 1997. The second  adjustment to investment in limited  partnerships  and the
  second  adjustment  to cash of  $504,805  reflect  the  acquisition  fee for the
  acquisition of the identified limited partnerships.
  
  Seven of the nine 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 (July 15,
  1996 to September 30, 1996), and a proforma loss of $24,600 has been recorded in
  the Proforma Statement of Operations.  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: February 2, 1998               By:      WNC &  Associates, Inc.,
       -----------------                        General Partner
  
                                                By:      /s/ JOHN B. LESTER, JR.
                                                         John B. Lester, Jr.,
                                                         President
  
  
  
                                         6
  <PAGE>
  
  
                                  INDEX TO EXHIBITS
  
  
  Exhibit
  Number            Exhibit
  
  10.1              Amended and Restated Agreement of Limited Partnership of El 
                    Reno Housing Associates Limited Partnership
  
  10.2              Second Amended and Restated Agreement of Limited Partnership
                    of Hughes Villas Limited Partnership
  
  10.3              First Amendment to Second Amended and Restated Agreement of 
                    Limited Partnership of Hughes Villas Limited Partnership
  
  10.4              Amended and Restated Agreement of Limited Partnership of Mark
                    Twain Senior Community Limited Partnership
  
  
  
  
  
  
                                         7
  <PAGE>
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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):     January 15, 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)
  
  wncnat6-10/002
  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 El Reno  Housing  Associates
  Limited  Partnership,  an  Oklahoma  limited  partnership  ("EL  RENO"),  and is
  expected  to  acquire a Local  Limited  Partnership  Interest  in each of Hughes
  Villas,  L.P., an Arkansas limited partnership  ("HUGHES") and Mark Twain Senior
  Community,  L.P., a California  limited  partnership  ("MARK  TWAIN").  EL RENO,
  HUGHES and MARK TWAIN are sometimes referred to hereinafter as the Local Limited
  Partnerships.  EL RENO owns the Ashton Place Retirement  Community Apartments in
  El Reno, Oklahoma; HUGHES owns the Hughes Villas Apartments in Hughes, Arkansas;
  and MARK TWAIN owns the Mark  Twain  Senior  Community  Apartments  in  Oakland,
  California.
  
           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
  EL RENO        Ashton Place El Reno        August 1998   $5,266,619    60 1BR units   $387        $2,403,000   $4,406,656    1999
                 Retirement   (Canadian                                  40 2BR units   $462        GAC(3)
                 Community    County),
                 Apartments   Oklahoma
  
                 26 buildings (2)
  HUGHES         Hughes Villa Hughes         September     $1,000,021    20 2BR units   $398        $384,000     $395,600      1997
                 Apartments   (St. Francis   1996                                                   ADFA (4)
                              County),
                 4 buildings  Arkansas                                                              $384,015
                                                                                                    RD (5)
  
  MARK TWAIN     Mark Twain   Oakland        July 1996     $2,564,670    100 Efficiency $338-$407   $1,200,000   $1,030,239    1998
                 Senior        (Alameda                                  6 1BR units    $415        HSA (7)
                 Community     County),
                 Apartments    California                                                           $295,957
                                                                                                    RACO(8)
                 3 buildings
                 (2)(6)
  (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) Property designed for senior citizens.
  
           (3) Greystone & Co. ("GAC") will provide the mortgage loan for a term
           of 18 years at an annual interest rate of 7.8%. Principal and interest 
           will be payable monthly, based on a 30-year amortization schedule.  
           Outstanding principal will be due upon maturity.
  
           (4) Arkansas  Development  Finance Authority  ("ADFA") will provide the
           first  mortgage loan for a term of 30 years at an annual  interest rate
           of 6%.  Principal  and  interest  will be payable  monthly,  based on a
           30-year amortization schedule.
  
           (5) Rural Development  ("RD") will provide the second mortgage loan for
           a term of 50 years at an  annual  interest  rate of 1%.  Principal  and
           interest  will be  payable  monthly,  based on a  50-year  amortization
           schedule.
  
           (6) Rehabilitation property.
  
                                         2
  (7) Home Savings of America  ("HSA")  will  provide the first  mortgage
           loan  for a term of 15  years  at an  annual  interest  rate of  8.72%.
           Principal  and  interest  will be payable  monthly,  based on a 30-year
           amortization schedule. Outstanding principal will be due upon maturity.
  
           (8)  Redevelopment  Agency of the City of Oakland ("RACO") will provide
           the second  mortgage loan for a term of 30 years at an annual  interest
           rate of 6%.  Principal  and  interest  will be payable  from cash flow,
           based on a 30- year amortization  schedule.  Outstanding principal will
           be due upon maturity.
  El Reno (EL RENO): El Reno (population 16,000) is in Canadian County, in central
  Oklahoma,  at the  intersection  of Interstate  Highway 40 and U.S.  Highway 81,
  approximately  eight miles from the Oklahoma  City limits and  approximately  27
  miles  from the  center  of  Oklahoma  City.  The  major  employers  for El Reno
  residents  are Federal  Aviation  Administration,  CMI  Corporation  and Mustang
  Independent Schools.
  
  Hughes  (HUGHES):  Hughes  (population  1,800)  is in  St.  Francis  County,  in
  east-central  Arkansas, at the intersection of U.S. Highway 79 and State Highway
  38, approximately 25 miles southwest of Memphis,  Tennessee. The major employers
  for Hughes residents are Arkansas Sock and Rag and Bill's Dollar Store.
  
  Oakland (MARK TWAIN):  Oakland (population 376,000) is in Alameda County in
  northern  California,  approximately  10 miles east of San Francisco.  The major
  employers  for  Oakland  residents  are  Kaiser  Permanente,  New  United  Motor
  Manufacturing, Inc. and the Port of Oakland.
  
                                                                                             SHARING RATIOS:              ESTIMATED
                                                                                             ALLOCATIONS (4)  SERIES 5's  ACQUISITION
                                                             LOCAL GENERAL                   AND              CAPITAL     FEES PAYABLE
  LOCAL          LOCAL                                       PARTNER        SHARING          SALE OR          CONTRI-     TO FUND
  LIMITED        GENERAL              PROPERTY               DEVELOPMENT    RATIOS:          REFINANCING      BUTION      MANAGER
  PARTNERSHIP    PARTNER              MANAGER (1)            FEE (2)        CASH FLOW (3)    PROCEEDS  (5)    (6)
  -------------- -------------------- ----------------       -------------- --------------   ---------------- ---------- -------------
  EL RENO        Cowen Properties,    Insignia Resident      $689,212       WNC: Greater of  99.98/.01/.01    $3,039,985   $282,000
                 Inc.                 Group, L.P.                           20% or $4,000    40/60
                                                                            LGP: 70%
                                                                            The balance:
                                                                            40/60
  
  HUGHES         Billy Bunn           Southland Management   $161,000       LGP: $1,000      99/1             $215,000     $20,000
                                      Co.                                   The balance:     50/50
                                                                            50/50 
  
  MARK TWAIN     Thomas P. Lam        Professional Apar      $155,000       WNC:Greater of   98.99/.01/1      $683,290     $63,000
                                      Management                            15%or $7,000     50/50
                                                                            LGP: 50%
                                                                            The balance:
                                                                            50/50
  (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.  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.
  
                                         3
  (4) Subject to certain special allocations,  reflects the respective  percentage
  interests  in profits,  losses and Low Income  Housing  Credits of (i) Series 5,
  (ii)  except in the case of HUGHES,  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 (i)  Series  5, and (ii) 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 (see, e.g., note 3), and the following, in the order set
  forth:  with  respect to EL RENO and MARK  TWAIN,  the capital  contribution  of
  Series 5; the capital  contribution  of the  special  limited  partner;  and the
  capital contribution of the Local General Partner;  and, with respect to HUGHES,
  5% of sale or refinancing proceeds to 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 Apartment Complex have been fulfilled.
  4
  Item 7.  Financial Statements and Exhibits
  
           a.       Financial Statements of Businesses Acquired.
  
                    To be filed upon availability.
  
           b.       Proforma Financial Information
  
                    Proforma Balance Sheet, September 30, 1997
                    Proforma Statement of Operations for the Period July 15, 1997
                    to September 30, 1997
                    Notes to Proforma Financial Statements
  
            c.      Exhibits
  
                    10.1     Amended and Restated Agreement of Limited 
                             Partnership of El Reno Housing Associates
                             Limited Partnership
  
                    10.2     Second Amended and Restated Agreement of Limited 
                             Partnership of Hughes Villas Limited
                             Partnership
  
                    10.3     First Amendment to Second Amended and Restated 
                             Agreement of Limited Partnership of
                             Hughes Villas Limited Partnership
  
                    10.4     Amended and Restated Agreement of Limited Partnership
                             of Mark Twain Senior Community Limited Partnership
  
                                         5
  WNC HOUSING TAX CREDIT FUND VI, L.P., Series 5
                         (A California Limited Partnership)
                          (A Development-Stage Enterprise)
                               PROFORMA BALANCE SHEET
                                 September 30, 1997
  
                                       ASSETS
  
                           Historical           Proforma          Proforma
                           Balance           Adjustments          Balance
  
  Cash                    $2,158,837           $6,152,680                 
                                                 (504,805)
                                                  117,840        $7,924,552
  
  Subscriptions 
  receivable                 689,000             (117,840)          571,160
  
  Investment in
  limited partnerships       231,569           10,708,711 
                                                  504,805        11,445,085
  
  Other assets                   129                    0               129
                                 ---                    -               ---
  
                          $3,079,535          $16,861,391       $19,940,926
                           ==========          ==========       ==========
  
                          LIABILITIES AND PARTNERS' CAPITAL
  LIABILITIES:
  
  Notes payable to 
  limited partnerships              $         $10,708,711        $10,708,711
                                                                          -
  Accrued fees and expenses 
  due to general partner and
  affiliates                  239,578                   0            239,578
                              -------         -----------            -------
                              239,578          10,708,711         10,948,289
                              -------         ------------        ----------
  
  PARTNERS' EQUITY
    General partner            (3,371)            (10,286)           (13,657)
    Original limited partner    1,000                                  1,000
    Limited partners        2,842,328            6,162,966         9,005,294
                            ---------            ---------         ---------
  
  Total partners' equity    2,839,957            6,152,680         8,992,637
                            ---------            ---------         ---------
  
                           $3,079,535          $16,861,391       $19,940,926
                           ==========          ===========        ==========
  
                                     Unaudited
              See Accompanying Notes to Proforma Financial Statements
                                        FS-1
  WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
  
                         (A California Limited Partnership)
                          (A Development-Stage Enterprise)
  
                          PROFORMA STATEMENT OF OPERATIONS
  
              For the Period July 15, 1997 (date operations commenced)
                                to September 30, 1997
  
                                   Historical         Proforma           Proforma
                                   Balance            Adjustments        Balance
  
  Interest income              $       129                              $     129
                                -----------                              --------
  
  Operating expense
  Amortization                         289                                    289
  Legal and accounting                  43                                     43
                                  ---------                           ----------- 
  
  Total operating expense              332                                    332
                                    -------                              --------
  
  Loss from operations                (203)                                  (203)
  
  Equity in loss
  of limited partnerships                -           (24,600)             (24,600)
                                 ----------         --------             --------
  
  Net income (loss)              $    (203)        $ (24,600)           $ (24,803)
                                  =========         =========           =========
  
                                     Unaudited
              See Accompanying Notes to Proforma Financial Statements
                                        FS-2
  WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                         (A California Limited Partnership)
                          (A Development-Stage Enterprise)
                       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
  September 30, 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 September 30, 1997, the Partnership  was not admitted as majority  limited
  partner in any limited  partnerships.  Subsequent  to September  30,  1997,  the
  Partnership  has  acquired  a  limited  partnership  interest  in  five  limited
  partnerships,  Chillicothe Plaza Apartments, L.P. (Chillicothe), El Reno Housing
  Associates  Limited  Partnership (El Reno),  Hughes Villa, L.P.  (Hughes),  Mark
  Twain Senior Community,  L.P. (Mark Twain) and Spring Valley Terrace  Apartments
  L.L.C.  (Spring  Valley)  and is  negotiating  to  acquire  limited  partnership
  interests in four other partnerships.  The investments commit the Partnership to
  capital contributions as follows:
  
        APT HOUSING THEODORE                                   $    1,312,916
        BRADLEY                                                       532,196
        CHILLICOTHE                                                   981,049
        EL RENO                                                     3,039,985
        HUGHES                                                        235,110
        MARK TWAIN                                                    683,290
        MURFREESBORO                                                  684,474
        SPRING VALLEY                                                 716,254
        TULSA-CRESTVIEW                                             2,523,437
                                                                    ---------
  
                                                                $  10,708,711
  
  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 $6,152,680  reflect the net proceeds from
  October 1 to January 27, 1998 from issuance of 7,563 units of limited  partners?
  capital  ($7,532,795  less notes  receivable of $351,500,  and  commissions  and
  offering costs of $1,028,615.) The third adjustment to cash and the
  
                                        FS-3
  WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
  
                         (A California Limited Partnership)
                          (A Development-Stage Enterprise)
                 NOTES TO PROFORMA FINANCIAL STATEMENTS (Continued)
  
                                       
  NOTE 2 - INTRODUCTION TO PROFORMA ADJUSTMENTS (Continued)
  
  adjustment to  subscriptions  receivable of $117,840  reflect the  collection of
  subscriptions  receivable  from the  above  subscriptions.  The  adjustments  to
  investment in limited  partnerships and notes payable to limited partnerships of
  $10,708,711   reflect  the   Partnership's   acquisition  of  the  nine  limited
  partnership  interests as if the Partnership's date of acquisition was September
  30, 1997. The second  adjustment to investment in limited  partnerships  and the
  second  adjustment  to cash of  $504,805  reflect  the  acquisition  fee for the
  acquisition of the identified limited partnerships.
  
  Seven of the nine 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 (July 15,
  1996 to September 30, 1996), and a proforma loss of $24,600 has been recorded in
  the Proforma Statement of Operations.  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: February 2, 1998               By:      WNC &  Associates, Inc.,
       -----------------                        General Partner
  
                                                By:      /s/ JOHN B. LESTER, JR.
                                                         John B. Lester, Jr.,
                                                         President
  
                                         6
  INDEX TO EXHIBITS
  
  Exhibit
  Number            Exhibit
  
  10.1              Amended and Restated Agreement of Limited Partnership of El 
                    Reno Housing Associates Limited Partnership
  
  10.2              Second Amended and Restated Agreement of Limited Partnership
                    of Hughes Villas Limited Partnership
  
  10.3              First Amendment to Second Amended and Restated Agreement of 
                    Limited Partnership of Hughes Villas Limited Partnership
  
  10.4              Amended and Restated Agreement of Limited Partnership of Mark
                    Twain Senior Community Limited Partnership
  
                                         7