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):     November 5, 1997
  
  
                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)
  
  
  
  wncnat6-10/001
  
  <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 Chillicothe Plaza Apts., L.P.,
  a  Missouri   limited   partnership   ("CHILLICOTHE"   or  the  "Local   Limited
  Partnership"). CHILLICOTHE owns the Chillicothe Plaza Apartments (the "Apartment
  Complex") in Chillicothe, Missouri.
  
           The  following  tables  contain  information  concerning  the Apartment
  Complex and the Local Limited Partnership identified herein:
  
  <TABLE>
  
                                                                                                                 LOCAL
                                             ACTUAL OR                                                           LIMITED       YEAR
                                             ESTIMATED                                               PERMANENT   PARTNERSHIP'S CREDITS
                 PROJECT                     CONSTRUC-     ESTIMATED                                 MORTGAGE    ANTICIPATED   TO BE
  LOCAL          NAME AND                    TION          DEVELOPMENT 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> 
  CHILLICOTHE    Chillicothe  Chillicothe    June 1998     $1,900,000        24 2BR units   $300     $775,000    $1,554,760    1998
                 Apartments   (Livingston                                     4 3BR units   $335     MHDC (2)
                              County), Missouri
                 7 buildings
  
  
  
  <FN>
           (1) Low Income Housing Credits are available over a 10-year period. For
           the year in which the credit  first  becomes  available,  SERIES 5 will
           receive only that percentage of the annual credit which  corresponds to
           the number of months during which SERIES 5 was a limited partner of the
           Local Limited  Partnership,  and during which the Apartment Complex was
           completed and in service.
  
           (2) Missouri Housing  Development  Commission ("MHDC") will provide the
           mortgage loan for a term of 35 years at an annual  interest rate of 1%.
           Principal  and  interest  will be payable  monthly,  based on a 35-year
           amortization schedule.
  </FN>
  </TABLE>
  
  Chillicothe (CHILLICOTHE):  Chillicothe (population 9,000) is the county seat of
  Livingston County, and is in north-central  Missouri at the intersection of U.S.
  Highways 36 and 65,  approximately  75 miles northeast of Kansas City. The major
  employers for Chillicothe  residents are Hendrick  Medical  Center,  Chillicothe
  School District,  Donaldson Company (air filtering  manufacturing),  and Lambert
  Manufacturing (gloves/hats).
  
  <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>    
  CHILLICOTHE    MBL Development, Co. The Remas        $231,000       WNC: Greater   98.99/.01/1      $981,049     $91,000
                                      Company                         of 15% or $500 50/50
                                      LGP: 40% of
                                      the balance
                                      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
  
  
  
  <PAGE>
  
  
  
  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 (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:  the capital  contribution  of Series 5; the capital  contribution of the
  special  limited  partner;  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 Apartment Complex have been fulfilled.
  </FN>
  </TABLE>
  
  <PAGE>
  
  
  
  Item 7.  Financial Statements and Exhibits
  
    a.       Financial Statements of Businesses Acquired.
  
             Inapplicable.
  
    b.       Proforma Financial Information
  
             Proforma Financial Information will be filed
             upon availability.
  
    c.       Exhibits
  
             10.1     Amended and Restated Agreement of Limited Partnership of 
                      Chillicothe Plaza Apts., L.P.
  
  
  
  
  <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: November 18, 1997          By:      WNC &  Associates, Inc.,
       ------------------                   General Partner
  
                                            By:      /s/ JOHN B. LESTER, JR.
                                                     John B. Lester, Jr.,
                                                     President
  
  
  
  
  <PAGE>
  
  
                                  INDEX TO EXHIBITS
  
  
  Exhibit
  Number    Exhibit
  
  10.1      Amended and Restated Agreement of Limited Partnership of Chillicothe 
            Plaza Apts., L.P.
  
  
  
  
  
  
  
  <PAGE>
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "NONE", "secsgml_size_bytes": 9416}]
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": "97723810"}, "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):     November 5, 1997
  
                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)
  
  wncnat6-10/001
  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 Chillicothe Plaza Apts., L.P.,
  a  Missouri   limited   partnership   ("CHILLICOTHE"   or  the  "Local   Limited
  Partnership"). CHILLICOTHE owns the Chillicothe Plaza Apartments (the "Apartment
  Complex") in Chillicothe, Missouri.
  
           The  following  tables  contain  information  concerning  the Apartment
  Complex and the Local Limited Partnership identified herein:
  
                                                                                                                 LOCAL
                                             ACTUAL OR                                                           LIMITED       YEAR
                                             ESTIMATED                                               PERMANENT   PARTNERSHIP'S CREDITS
                 PROJECT                     CONSTRUC-     ESTIMATED                                 MORTGAGE    ANTICIPATED   TO BE
  LOCAL          NAME AND                    TION          DEVELOPMENT 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
  CHILLICOTHE    Chillicothe  Chillicothe    June 1998     $1,900,000        24 2BR units   $300     $775,000    $1,554,760    1998
                 Apartments   (Livingston                                     4 3BR units   $335     MHDC (2)
                              County), Missouri
                 7 buildings
  (1) Low Income Housing Credits are available over a 10-year period. For
           the year in which the credit  first  becomes  available,  SERIES 5 will
           receive only that percentage of the annual credit which  corresponds to
           the number of months during which SERIES 5 was a limited partner of the
           Local Limited  Partnership,  and during which the Apartment Complex was
           completed and in service.
  
           (2) Missouri Housing  Development  Commission ("MHDC") will provide the
           mortgage loan for a term of 35 years at an annual  interest rate of 1%.
           Principal  and  interest  will be payable  monthly,  based on a 35-year
           amortization schedule.
  Chillicothe (CHILLICOTHE):  Chillicothe (population 9,000) is the county seat of
  Livingston County, and is in north-central  Missouri at the intersection of U.S.
  Highways 36 and 65,  approximately  75 miles northeast of Kansas City. The major
  employers for Chillicothe  residents are Hendrick  Medical  Center,  Chillicothe
  School District,  Donaldson Company (air filtering  manufacturing),  and Lambert
  Manufacturing (gloves/hats).
  
                                                                                     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)
  -------------- -------------------- ---------------- -------------- -------------- ---------------- ------------ ---------------
  CHILLICOTHE    MBL Development, Co. The Remas        $231,000       WNC: Greater   98.99/.01/1      $981,049     $91,000
                                      Company                         of 15% or $500 50/50
                                      LGP: 40% of
                                      the balance
                                      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.
  
  (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 (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:  the capital  contribution  of Series 5; the capital  contribution of the
  special  limited  partner;  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 Apartment Complex have been fulfilled.
  Item 7.  Financial Statements and Exhibits
  
    a.       Financial Statements of Businesses Acquired.
  
             Inapplicable.
  
    b.       Proforma Financial Information
  
             Proforma Financial Information will be filed
             upon availability.
  
    c.       Exhibits
  
             10.1     Amended and Restated Agreement of Limited Partnership of 
                      Chillicothe Plaza Apts., L.P.
  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: November 18, 1997          By:      WNC &  Associates, Inc.,
       ------------------                   General Partner
  
                                            By:      /s/ JOHN B. LESTER, JR.
                                                     John B. Lester, Jr.,
                                                     President
  INDEX TO EXHIBITS
  
  Exhibit
  Number    Exhibit
  
  10.1      Amended and Restated Agreement of Limited Partnership of Chillicothe 
            Plaza Apts., L.P.