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): September 19, 1998
  
  
                   WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
               (Exact name of registrant as specified in its charter)
  
  
        California                    333-24111                       33-0745418
  (State or other jurisdiction      (Commission                     (IRS Employer
   of incorporation)                 File Number)              Identification No.)
  
  
            3158 Redhill Avenue, Suite 120, Costa Mesa, California 92626
                 (Address of principal executive offices) (Zip Code)
  
  
  Registrant's telephone number, including area code:  (714) 662-5565
  
  
  
                                        N/A
            Former name or former address, if changed since last report)
  <PAGE>
  
  
  Item 2.  Acquisition or Disposition of Assets
  
       WNC Housing Tax Credit Fund VI, L.P.,  Series  5("Series 5") has acquired a
  Local Limited  Partnership  Interest in Mansur Wood Living Center, L.P., an 
  Illinois limited  partnership  ("MANSUR"). The Local Limited Partnership owns a
  single-family housing development in Carbon Cliff, Illinois (the "Property.")
  
       The following tables contain information concerning the Property and the
  Local Limited Partnership identified herein:
  
  <TABLE>
  
                                                                                                             LOCAL
                                          ACTUAL OR                                                          LIMITED
                                          ESTIMATED     ESTIMATED                             PERMANENT      PARTNER-
              PROJECT                     CONSTRUC-     DEVELOP-                              MORTGAGE       SHIP'S        YEAR
  LOCAL       NAME AND                    TION          MENT 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>    
  MANSUR      Mansur Wood    Carbon Cliff December 1999 $10,935,484  46 2BR Units $304-673    $4,175,976     $9,044,610    2000
              Living Center  (Rock Island                            69 3BR Units $351-790    VSB (2)
              Apartments      County),
                             Illinois
  
              9 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 Property was completed
           and in  service.  
  
       
  (2)      Valley State Bank ("VSB") will provide the mortgage loan for a term of
           15 years at an annual interest rate not to exceed 8%.  Principal and
           interest will be payable monthly, based on a 30-year amortization
           schedule.  Outstanding principal will be due upon maturity.
  
  </FN>
  </TABLE>
  
                                         2
  <PAGE>
  
  Carbon Cliff (MANSUR): Carbon Cliff (population 1,500) is in Rock Island County,
  Illinois, in the northwest area known as the "Quad Cities" which include
  Davenport, Rock Island, Bettenfdorf and Moline, near the intersection of 
  Interstate Highways 74, 80 and 88.
  
  <TABLE>
  
                                          LOCAL                                                                  ESTIMATED
                                          GENERAL                       SHARING RATIOS:                          ACQUISITION
  LOCAL        LOCAL                      PARTNERS'                     ALLOCATIONS (4) AND                      FEES PAYABLE
  LIMITED      GENERAL       PROPERTY     DEVELOPMENT   SHARING RATIOS: SALE OR REFINANCING  SERIES 5's CAPITAL  TO FUND
  PARTNERSHIP  PARTNERS      MANAGER (1)  FEE (2)       CASH FLOW (3)   PROCEEDS (5)         CONTRIBUTIONS(6)    MANAGER
                                                                                       
  
  <S>                                     <C>                           <C>   <C> <C>        <C>                 <C>    
  MANSUR       Elderly Living LDI         $1,350,000    WNC: $5,000     98.99/.01/1          $6,446,347          $598,000
               Development,   Management                LGP: 70%        50/50
               Inc. (7)       Corp. (8)                 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 Partners are
  authorized to employ either themselves or one of their 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.
  
  
                                         3
  <PAGE>
  
  (2) The Local Limited  Partnership  will pay its Local General  Partners or an
  Affiliate of its Local General  Partners 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  Partners ("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 Partners.
  
  (5) Reflects the percentage interests of Series 5 and the Local General
  Partners,  in any net cash proceeds from sale or  refinancing of the Property,
  after  payment  of  the  mortgage  loan  and  other  Local  Limited  Partnership
  obligations. 
  
  (6) Series 5 will make its capital  contributions to the Local Limited
  Partnership  in  stages,  with each  contribution  due when  certain  conditions
  regarding construction or operations of the Properties have been fulfilled. 
  
  (7) Elderly Living Development, Inc. is an Illinois corporation formed in 1997.
  The corporation is owned by John McChurch, Margaret McChurch and Kenneth R.
  Kohrs.  Elderly Living Development, Inc. has represented to Series 5 that, as of
  December 31, 1997, it had a total equity in excess of $2,500,000.
  
  (8)  LDI Management Corp. currently manages 32 projects in Illinois.
  </FN>
  </TABLE>
                    
                                         4
  <PAGE>
  
  
  Item 7.  Financial Statements and Exhibits
  
  
           a.       Financial Statements of Businesses Acquired.
  
                    Inapplicable.
  
           b.       Proforma Financial Information
  
                    Proforma Balance Sheet, June 30, 1998 (Unaudited)
                    Notes to Proforma Balance Sheet 
  
           c.       Exhibits
  
                    10.1     Amended and Restated  Agreement of Limited  
                             Partnership of Mansur Wood Living Center, L.P.
                             
  
  
  
  
                                         5
  <PAGE>
  <TABLE>
   
               
                   WNC HOUSING TAX CREDIT FUND VI, L.P., Series 5
                         (A California Limited Partnership)
                               PROFORMA BALANCE SHEET
                                    June 30, 1998
  
                                       ASSETS
                                                                 Historical           Proforma            Proforma
                                                                  Balance            Adjustments          Balance
  
  <S>                                                          <C>                    <C>      
  Cash and cash equivalents                                    $ 11,960,295           $ 281,320
                                                                                      1,644,250
                                                                                        (23,240)     $ 13,862,625
  
  Subscriptions receivable                                        1,644,250          (1,644,250)                0
  
  Loans receivable                                                  380,194                               380,194
  
  Investment in limited partnerships                             10,443,594           9,603,757
                                                                                         23,240        20,070,591
  
  Other assets                                                       27,432                   0            27,432
                                                               ------------         -----------       -----------
  
                                                              $  24,455,765          $9,885,077       $34,340,842
                                                               ============           =========        ==========
  
  
                                         LIABILITIES AND PARTNERS' CAPITAL
  
  LIABILITIES:
  
  Payables to limited partnerships                               $2,874,296         $9,603,757        $12,478,053
  
  Accrued fees and expenses due to general
    partner and affiliates                                        1,035,683                  0          1,035,683
                                                                -----------        -----------         ----------
                                                                  3,909,979            9,603,757         13,513,736
                                                                -----------            ---------         ----------
  
  PARTNERS' CAPITAL
    General partner                                                 (14,204)                (507)           (14,711)
  
    Limited partners                                             20,559,990              281,827         20,841,817
                                                               ------------            ---------       ----------
                Total partners' capital                          20,545,786              281,320         20,827,106
                                                               ------------            ---------       ----------
  
                                                                $24,455,765           $9,885,077        $34,340,842
                                                               ============          ===========        ===========
  
                                    - Unaudited -
                  See Accompanying Notes to Proforma Balance Sheet
                                         FS-1
  </TABLE>
  
  <PAGE>
  
  
  
  
                                       
                   WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                         (A California Limited Partnership)
                           NOTES TO PROFORMA BALANCE SHEET
  
  
  NOTE 1 - GENERAL
  
  The information  contained in the following notes to the proforma  balance sheet
  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 June 30, 1998.  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 June 30, 1998, the Partnership was admitted as majority limited partner in
  ten limited partnerships (Bradley Villas Limited Partnership,  Chillicothe Plaza
  Apartments,  L.P., Concord Apartment Partners,  L.P., El Reno Housing Associates
  Limited  Partnership,  Hillcrest Heights L.P., Hughes Villa Limited Partnership,
  Mark Twain Senior Community  Limited  Partnership,  Murfreesboro  Villas Limited
  Partnership, Spring Valley Terrace Apartments L.L.C. and United Development Co.,
  L.P. 97.2).  Subsequent to June 30, 1998, the Partnership has acquired a limited
  partnership  interest in two limited  partnerships (United Development Co., L.P.
  97.1  ("United  97.1"))  and  Mansur  Wood  Living  Center  ("Mansur");  and  is
  negotiating   to  acquire  the  limited   partnership   interest  in  one  other
  partnership.  These investments commit the Partnership to capital  contributions
  as follows:
  
  
     APT HOUSING THEODORE                  $  1,312,916
     UNITED 97.1                              1,844,494
     MANSUR                                   6,446,347
                                              ---------
                                           $  9,603,757
  
  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 $281,320,  reflect the net proceeds from
  July 1, 1998 to  September  19,  1998  from  issuance  of 362  units of  limited
  partners'  capital  ($362,000 less notes receivable of $30,000,  and commissions
  and offering costs of $50,680). The second adjustment to cash and the
  
  
                                        FS-2
  <PAGE>
  
  
                   WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                         (A California Limited Partnership)
                 NOTES TO PROFORMA FINANCIAL STATEMENTS (Continued)
  
  
  
  NOTE 2 - INTRODUCTION TO PROFORMA ADJUSTMENTS (Continued)
  
  adjustment to subscriptions  receivable of $1,644,250  reflect the collection of
  subscriptions  receivable  from the above sale of limited  units and those units
  previously sold. The adjustments to investment in limited partnerships and notes
  payable  to  limited   partnerships  of  $9,603,757  reflect  the  Partnership's
  acquisition of the three limited  partnership  interests as if the Partnership's
  date of acquisition  was June 30, 1998.  The second  adjustment to investment in
  limited  partnerships  and the third  adjustment to cash of $23,240  reflect the
  acquisition fee for the acquisition of the identified limited partnerships
  
  The three apartment  complexes were under construction or rehabilitation  during
  the  period  presented  and had no  operations  which  should be  reported.  The
  Partnership  uses the equity method of accounting to account for its investments
  in these local limited partnerships.
  
  
  
                                        FS-3
  <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: October 1, 1998           By:    WNC &  Associates, Inc.,
                                         General Partner
  
                                         By:      /s/ JOHN B. LESTER, JR.
                                                  John B. Lester, Jr.,
                                                  President
  
                                         
                                         6
  <PAGE>
     
  
  
  
                                   EXHIBIT INDEX
  
  Exhibit
  Number                        Exhibit
  
  
  10.1                          Amended and Restated Agreement of
                                Limited Partnership of Mansur Wood Living
                                Center, L.P.
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metadata_filer: {"company-data": {"conformed-name": "WNC HOUSING TAX CREDIT FUND VI LP SERIES 5", "cik": "0001036500", "assigned-sic": "6513", "irs-number": "330745418", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "file-number": "000-24855", "film-number": "98719384"}, "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): September 19, 1998
  
                   WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
               (Exact name of registrant as specified in its charter)
  
        California                    333-24111                       33-0745418
  (State or other jurisdiction      (Commission                     (IRS Employer
   of incorporation)                 File Number)              Identification No.)
  
            3158 Redhill Avenue, Suite 120, Costa Mesa, California 92626
                 (Address of principal executive offices) (Zip Code)
  
  Registrant's telephone number, including area code:  (714) 662-5565
  
                                        N/A
            Former name or former address, if changed since last report)
  Item 2.  Acquisition or Disposition of Assets
  
       WNC Housing Tax Credit Fund VI, L.P.,  Series  5("Series 5") has acquired a
  Local Limited  Partnership  Interest in Mansur Wood Living Center, L.P., an 
  Illinois limited  partnership  ("MANSUR"). The Local Limited Partnership owns a
  single-family housing development in Carbon Cliff, Illinois (the "Property.")
  
       The following tables contain information concerning the Property and the
  Local Limited Partnership identified herein:
  
                                                                                                             LOCAL
                                          ACTUAL OR                                                          LIMITED
                                          ESTIMATED     ESTIMATED                             PERMANENT      PARTNER-
              PROJECT                     CONSTRUC-     DEVELOP-                              MORTGAGE       SHIP'S        YEAR
  LOCAL       NAME AND                    TION          MENT 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
  MANSUR      Mansur Wood    Carbon Cliff December 1999 $10,935,484  46 2BR Units $304-673    $4,175,976     $9,044,610    2000
              Living Center  (Rock Island                            69 3BR Units $351-790    VSB (2)
              Apartments      County),
                             Illinois
  
              9 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 Property was completed
           and in  service.  
  
       
  (2)      Valley State Bank ("VSB") will provide the mortgage loan for a term of
           15 years at an annual interest rate not to exceed 8%.  Principal and
           interest will be payable monthly, based on a 30-year amortization
           schedule.  Outstanding principal will be due upon maturity.
  2
  Carbon Cliff (MANSUR): Carbon Cliff (population 1,500) is in Rock Island County,
  Illinois, in the northwest area known as the "Quad Cities" which include
  Davenport, Rock Island, Bettenfdorf and Moline, near the intersection of 
  Interstate Highways 74, 80 and 88.
  
                                          LOCAL                                                                  ESTIMATED
                                          GENERAL                       SHARING RATIOS:                          ACQUISITION
  LOCAL        LOCAL                      PARTNERS'                     ALLOCATIONS (4) AND                      FEES PAYABLE
  LIMITED      GENERAL       PROPERTY     DEVELOPMENT   SHARING RATIOS: SALE OR REFINANCING  SERIES 5's CAPITAL  TO FUND
  PARTNERSHIP  PARTNERS      MANAGER (1)  FEE (2)       CASH FLOW (3)   PROCEEDS (5)         CONTRIBUTIONS(6)    MANAGER
  MANSUR       Elderly Living LDI         $1,350,000    WNC: $5,000     98.99/.01/1          $6,446,347          $598,000
               Development,   Management                LGP: 70%        50/50
               Inc. (7)       Corp. (8)                 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 Partners are
  authorized to employ either themselves or one of their 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.
  
                                         3
  (2) The Local Limited  Partnership  will pay its Local General  Partners or an
  Affiliate of its Local General  Partners 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  Partners ("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 Partners.
  
  (5) Reflects the percentage interests of Series 5 and the Local General
  Partners,  in any net cash proceeds from sale or  refinancing of the Property,
  after  payment  of  the  mortgage  loan  and  other  Local  Limited  Partnership
  obligations. 
  
  (6) Series 5 will make its capital  contributions to the Local Limited
  Partnership  in  stages,  with each  contribution  due when  certain  conditions
  regarding construction or operations of the Properties have been fulfilled. 
  
  (7) Elderly Living Development, Inc. is an Illinois corporation formed in 1997.
  The corporation is owned by John McChurch, Margaret McChurch and Kenneth R.
  Kohrs.  Elderly Living Development, Inc. has represented to Series 5 that, as of
  December 31, 1997, it had a total equity in excess of $2,500,000.
  
  (8)  LDI Management Corp. currently manages 32 projects in Illinois.
  4
  Item 7.  Financial Statements and Exhibits
  
           a.       Financial Statements of Businesses Acquired.
  
                    Inapplicable.
  
           b.       Proforma Financial Information
  
                    Proforma Balance Sheet, June 30, 1998 (Unaudited)
                    Notes to Proforma Balance Sheet 
  
           c.       Exhibits
  
                    10.1     Amended and Restated  Agreement of Limited  
                             Partnership of Mansur Wood Living Center, L.P.
                             
  
                                         5
  WNC HOUSING TAX CREDIT FUND VI, L.P., Series 5
                         (A California Limited Partnership)
                               PROFORMA BALANCE SHEET
                                    June 30, 1998
  
                                       ASSETS
                                                                 Historical           Proforma            Proforma
                                                                  Balance            Adjustments          Balance
  Cash and cash equivalents                                    $ 11,960,295           $ 281,320
                                                                                      1,644,250
                                                                                        (23,240)     $ 13,862,625
  
  Subscriptions receivable                                        1,644,250          (1,644,250)                0
  
  Loans receivable                                                  380,194                               380,194
  
  Investment in limited partnerships                             10,443,594           9,603,757
                                                                                         23,240        20,070,591
  
  Other assets                                                       27,432                   0            27,432
                                                               ------------         -----------       -----------
  
                                                              $  24,455,765          $9,885,077       $34,340,842
                                                               ============           =========        ==========
  
                                         LIABILITIES AND PARTNERS' CAPITAL
  
  LIABILITIES:
  
  Payables to limited partnerships                               $2,874,296         $9,603,757        $12,478,053
  
  Accrued fees and expenses due to general
    partner and affiliates                                        1,035,683                  0          1,035,683
                                                                -----------        -----------         ----------
                                                                  3,909,979            9,603,757         13,513,736
                                                                -----------            ---------         ----------
  
  PARTNERS' CAPITAL
    General partner                                                 (14,204)                (507)           (14,711)
  
    Limited partners                                             20,559,990              281,827         20,841,817
                                                               ------------            ---------       ----------
                Total partners' capital                          20,545,786              281,320         20,827,106
                                                               ------------            ---------       ----------
  
                                                                $24,455,765           $9,885,077        $34,340,842
                                                               ============          ===========        ===========
  
                                    - Unaudited -
                  See Accompanying Notes to Proforma Balance Sheet
                                         FS-1
  WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                         (A California Limited Partnership)
                           NOTES TO PROFORMA BALANCE SHEET
  
  NOTE 1 - GENERAL
  
  The information  contained in the following notes to the proforma  balance sheet
  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 June 30, 1998.  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 June 30, 1998, the Partnership was admitted as majority limited partner in
  ten limited partnerships (Bradley Villas Limited Partnership,  Chillicothe Plaza
  Apartments,  L.P., Concord Apartment Partners,  L.P., El Reno Housing Associates
  Limited  Partnership,  Hillcrest Heights L.P., Hughes Villa Limited Partnership,
  Mark Twain Senior Community  Limited  Partnership,  Murfreesboro  Villas Limited
  Partnership, Spring Valley Terrace Apartments L.L.C. and United Development Co.,
  L.P. 97.2).  Subsequent to June 30, 1998, the Partnership has acquired a limited
  partnership  interest in two limited  partnerships (United Development Co., L.P.
  97.1  ("United  97.1"))  and  Mansur  Wood  Living  Center  ("Mansur");  and  is
  negotiating   to  acquire  the  limited   partnership   interest  in  one  other
  partnership.  These investments commit the Partnership to capital  contributions
  as follows:
  
     APT HOUSING THEODORE                  $  1,312,916
     UNITED 97.1                              1,844,494
     MANSUR                                   6,446,347
                                              ---------
                                           $  9,603,757
  
  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 $281,320,  reflect the net proceeds from
  July 1, 1998 to  September  19,  1998  from  issuance  of 362  units of  limited
  partners'  capital  ($362,000 less notes receivable of $30,000,  and commissions
  and offering costs of $50,680). The second adjustment to cash and the
  
                                        FS-2
  WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                         (A California Limited Partnership)
                 NOTES TO PROFORMA FINANCIAL STATEMENTS (Continued)
  
  NOTE 2 - INTRODUCTION TO PROFORMA ADJUSTMENTS (Continued)
  
  adjustment to subscriptions  receivable of $1,644,250  reflect the collection of
  subscriptions  receivable  from the above sale of limited  units and those units
  previously sold. The adjustments to investment in limited partnerships and notes
  payable  to  limited   partnerships  of  $9,603,757  reflect  the  Partnership's
  acquisition of the three limited  partnership  interests as if the Partnership's
  date of acquisition  was June 30, 1998.  The second  adjustment to investment in
  limited  partnerships  and the third  adjustment to cash of $23,240  reflect the
  acquisition fee for the acquisition of the identified limited partnerships
  
  The three apartment  complexes were under construction or rehabilitation  during
  the  period  presented  and had no  operations  which  should be  reported.  The
  Partnership  uses the equity method of accounting to account for its investments
  in these local limited partnerships.
  
                                        FS-3
  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: October 1, 1998           By:    WNC &  Associates, Inc.,
                                         General Partner
  
                                         By:      /s/ JOHN B. LESTER, JR.
                                                  John B. Lester, Jr.,
                                                  President
  
                                         
                                         6
  EXHIBIT INDEX
  
  Exhibit
  Number                        Exhibit
  
  10.1                          Amended and Restated Agreement of
                                Limited Partnership of Mansur Wood Living
                                Center, L.P.