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):May 31, 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  Local Limited  Partnership  Interests in Concord  Apartment  Partners,
  L.P., a Colorado limited partnership  ("CONCORD");  and Hillcrest Heights, L.P.,
  an Iowa limited partnership ("HILLCREST").  (CONCORD and HILLCREST are sometimes
  hereinafter referred to as the "Local Limited Partnerships.")
  
           CONCORD owns the Concord Apartments in Orlando,  Florida; and HILLCREST
  owns the Hillcrest  Apartments in Marshalltown,  Iowa (singularly,  a "Property"
  and collectively, 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>    
  CONCORD     Concord        Orlando      December      $1,217,878   26  1BR      $270-350    $295,000       $705,022      1996(2)
              Apartments     (Orange      1995(2)                    Units                    FTB (3)
                             County),
              5 buildings    Florida
  
  
  
  HILLCREST   Hillcrest      Marshalltown December      $1,372,500   24  2BR      $477-527    $600,000       $959,075      1996(4)
              Apartments     (Marshall    1995(4)                    Units                    SB (5)
                             County),                                8 3BR Units
              3 buildings    Iowa
  
  
  <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 Property was completed
           and in service.
  
  (2)      The  Property  was owned by another  local  limited  partnership  until
           September  1997,  when the property was acquired by a secured lender in
           foreclosure.  CONCORD acquired the Property from that lender in January
           1998.
  
  (3)      Federal Trust Bank ("FTB") will provide the mortgage loan for a term of
           15 years at an annual  interest rate of 8.875%.  Principal and interest
           will be  payable  monthly,  based on a 25-year  amortization  schedule.
           Outstanding principal will be due upon maturity.
  
  (4)      The Property was owned by another local limited  partnership until July
           1997,  when the  Property  was  acquired  by a  construction  lender in
           foreclosure.  HILLCREST  was  formed  by  the  general  partner  of the
           Partnership   (the  "Fund  Manager")  to  acquire  the  Property  after
           receiving a commitment from that lender for permanent financing.
  
  (5)      Security  Bank ("SB") will provide the  mortgage  loan for a term of 20
           years at an annual interest rate of 7.375%. Principal and interest will
           be payable monthly, based on a 30-year amortization schedule.
           Outstanding principal will be due upon maturity.
  </FN>
  </TABLE>
  
  Orlando (CONCORD): Orlando (population 184,000) is in Orange County, Florida, at
  the  intersection  of  Interstate  Highway 4 and Florida's  Turnpike.  The major
  employers for Orlando residents are Walt Disney World Co., Florida Hospital, and
  Orlando Regional Healthcare System.
  
  Hillcrest (MARSHALLTOWN): Marshalltown (population 25,500) is the county seat of
  Marshall  County,  and is  located  in  central  Iowa,  approximately  30  miles
  northeast of Des Moines,  at the  intersection of State Highways 14 and 330. The
  major  employers  for  Marshalltown  residents  are  Swift and  Company,  Fisher
  Controls International, and Lennox Industries.
  
                                         2
  <PAGE>
  <TABLE>
  
                                        LOCAL                                                                  ESTIMATED
                                        GENERAL                       SHARING RATIOS:                          ACQUISITION
  LOCAL      LOCAL                      PARTNER'S                     ALLOCATIONS (4) AND                      FEES PAYABLE
  LIMITED    GENERAL       PROPERTY     DEVELOPMENT   SHARING RATIOS: SALE OR REFINANCING  SERIES 5's CAPITAL  TO FUND
  PARTNER    PARTNER       MANAGER (1)  FEE (2)       CASH FLOW (3)   PROCEEDS (5)         CONTRIBUTION        MANAGER
                                                                          
  <S>                                   <C>                           <C>   <C> <C>        <C>                 <C>    
  CONCORD    New           Professional $99,732       WNC:   Greater  99.98/.01/.01        $470,185            $44,000
             Communities,  Management,                of              40/60
             LLC           Inc.                       15% or $1,000
                                                      LGP: 70%
                                                      The balance:
                                                      30/70
  
  
  HILLCREST  WNC           National     $0            WNC: 90%        99.99/.01            $609,012            $57,000               
             &             Management                 LGP: 10%        85/15                                                          
             Associates,   Corporation                                                                                               
             Inc.                                                                                                                    
                                                                                                                                     
                                                                                                                                     
  <FN>
  (1) The maximum annual  management fee payable to the property manager generally
  is determined  pursuant to lender  regulations.  Each 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 Property so long as the
  fee therefore  does not exceed the amount  authorized and approved by the lender
  for the Property.
  
  (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
  Property, which services include:  negotiating the financing commitments for the
  Property;  securing  necessary  approvals  and permits for the  development  and
  construction  of the Property;  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) other than with respect to  HILLCREST,  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(s),  in any net cash proceeds from sale or  refinancing of the Property,
  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.
  </FN>
  </TABLE>
  
                                         3
  <PAGE>
  
  
  Item 7.  Financial Statements and Exhibits
  
           a.       Financial Statements of Businesses Acquired.
  
                    Pursuant to Rule 3-14(a)(1) of Regulation S-X, certain audited
                    statements  are required to be presented for the Local Limited
                    Partnerships.  The Fund  Manager is not aware of any  material
                    factors  relating to these Local  Limited  Partnerships  which
                    would cause the audited financial  statements listed below not
                    to be necessarily  indicative of future operating results. The
                    financial statements are as follows:
  
                    Hillcrest Apartments Project
  
                             To be filed upon availability.
  
                    Concord Apartments
  
                             To be filed upon availability.
  
           b.        Proforma Financial Information
  
                             To be filed upon availability.
  
           c.        Exhibits
  
                             To be filed upon availability.
  
  
  
                                         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: June 9, 1998            By:      WNC &  Associates, Inc.,
       
                                         General Partner
  
                                         By:      /s/ JOHN B. LESTER, JR.
                                                  John B. Lester, Jr.,
                                                  President
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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):May 31, 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  Local Limited  Partnership  Interests in Concord  Apartment  Partners,
  L.P., a Colorado limited partnership  ("CONCORD");  and Hillcrest Heights, L.P.,
  an Iowa limited partnership ("HILLCREST").  (CONCORD and HILLCREST are sometimes
  hereinafter referred to as the "Local Limited Partnerships.")
  
           CONCORD owns the Concord Apartments in Orlando,  Florida; and HILLCREST
  owns the Hillcrest  Apartments in Marshalltown,  Iowa (singularly,  a "Property"
  and collectively, 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
  CONCORD     Concord        Orlando      December      $1,217,878   26  1BR      $270-350    $295,000       $705,022      1996(2)
              Apartments     (Orange      1995(2)                    Units                    FTB (3)
                             County),
              5 buildings    Florida
  
  HILLCREST   Hillcrest      Marshalltown December      $1,372,500   24  2BR      $477-527    $600,000       $959,075      1996(4)
              Apartments     (Marshall    1995(4)                    Units                    SB (5)
                             County),                                8 3BR Units
              3 buildings    Iowa
  (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 Property was completed
           and in service.
  
  (2)      The  Property  was owned by another  local  limited  partnership  until
           September  1997,  when the property was acquired by a secured lender in
           foreclosure.  CONCORD acquired the Property from that lender in January
           1998.
  
  (3)      Federal Trust Bank ("FTB") will provide the mortgage loan for a term of
           15 years at an annual  interest rate of 8.875%.  Principal and interest
           will be  payable  monthly,  based on a 25-year  amortization  schedule.
           Outstanding principal will be due upon maturity.
  
  (4)      The Property was owned by another local limited  partnership until July
           1997,  when the  Property  was  acquired  by a  construction  lender in
           foreclosure.  HILLCREST  was  formed  by  the  general  partner  of the
           Partnership   (the  "Fund  Manager")  to  acquire  the  Property  after
           receiving a commitment from that lender for permanent financing.
  
  (5)      Security  Bank ("SB") will provide the  mortgage  loan for a term of 20
           years at an annual interest rate of 7.375%. Principal and interest will
           be payable monthly, based on a 30-year amortization schedule.
           Outstanding principal will be due upon maturity.
  Orlando (CONCORD): Orlando (population 184,000) is in Orange County, Florida, at
  the  intersection  of  Interstate  Highway 4 and Florida's  Turnpike.  The major
  employers for Orlando residents are Walt Disney World Co., Florida Hospital, and
  Orlando Regional Healthcare System.
  
  Hillcrest (MARSHALLTOWN): Marshalltown (population 25,500) is the county seat of
  Marshall  County,  and is  located  in  central  Iowa,  approximately  30  miles
  northeast of Des Moines,  at the  intersection of State Highways 14 and 330. The
  major  employers  for  Marshalltown  residents  are  Swift and  Company,  Fisher
  Controls International, and Lennox Industries.
  
                                         2
  LOCAL                                                                  ESTIMATED
                                        GENERAL                       SHARING RATIOS:                          ACQUISITION
  LOCAL      LOCAL                      PARTNER'S                     ALLOCATIONS (4) AND                      FEES PAYABLE
  LIMITED    GENERAL       PROPERTY     DEVELOPMENT   SHARING RATIOS: SALE OR REFINANCING  SERIES 5's CAPITAL  TO FUND
  PARTNER    PARTNER       MANAGER (1)  FEE (2)       CASH FLOW (3)   PROCEEDS (5)         CONTRIBUTION        MANAGER
  CONCORD    New           Professional $99,732       WNC:   Greater  99.98/.01/.01        $470,185            $44,000
             Communities,  Management,                of              40/60
             LLC           Inc.                       15% or $1,000
                                                      LGP: 70%
                                                      The balance:
                                                      30/70
  
  HILLCREST  WNC           National     $0            WNC: 90%        99.99/.01            $609,012            $57,000               
             &             Management                 LGP: 10%        85/15                                                          
             Associates,   Corporation                                                                                               
             Inc.
  (1) The maximum annual  management fee payable to the property manager generally
  is determined  pursuant to lender  regulations.  Each 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 Property so long as the
  fee therefore  does not exceed the amount  authorized and approved by the lender
  for the Property.
  
  (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
  Property, which services include:  negotiating the financing commitments for the
  Property;  securing  necessary  approvals  and permits for the  development  and
  construction  of the Property;  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) other than with respect to  HILLCREST,  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(s),  in any net cash proceeds from sale or  refinancing of the Property,
  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.
  3
  Item 7.  Financial Statements and Exhibits
  
           a.       Financial Statements of Businesses Acquired.
  
                    Pursuant to Rule 3-14(a)(1) of Regulation S-X, certain audited
                    statements  are required to be presented for the Local Limited
                    Partnerships.  The Fund  Manager is not aware of any  material
                    factors  relating to these Local  Limited  Partnerships  which
                    would cause the audited financial  statements listed below not
                    to be necessarily  indicative of future operating results. The
                    financial statements are as follows:
  
                    Hillcrest Apartments Project
  
                             To be filed upon availability.
  
                    Concord Apartments
  
                             To be filed upon availability.
  
           b.        Proforma Financial Information
  
                             To be filed upon availability.
  
           c.        Exhibits
  
                             To be filed upon availability.
  
                                         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: June 9, 1998            By:      WNC &  Associates, Inc.,
       
                                         General Partner
  
                                         By:      /s/ JOHN B. LESTER, JR.
                                                  John B. Lester, Jr.,
                                                  President