UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~December 3031, 2012

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ~~_________~~___________

Commission file number: 0-21895

WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3

California		33-6163848
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

17782 Sky Park Circle
Irvine, CA		92614-6404
(Address of principal executive offices)		(Zip Code)

(714) 662-5565

(Telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] Smaller reporting company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3

(A California Limited Partnership)

INDEX TO FORM 10 – Q

For the Quarterly Period Ended ~~September~~December 3031, 2012

PART I. FINANCIAL INFORMATION
	Item 1.	Financial Statements
		Condensed Balance Sheets
		Condensed Balance Sheets As of December 31, 2012 and March 31, 2012	F-1
		As of September 30, 2012 and March 31, 2012		F-1
		Condensed Statements of Operations For the Three and Nine Months Ended December 31, 2012 and 2011	F-2
		Condensed Statements of Operations
		Condensed Statement of Partners’ Equity (Deficit) For the Nine Months Ended December 31, 2012	F-3
		For the Three and Six Months Ended September 30, 2012 and 2011		F-2
		Condensed Statements of Cash Flows For the Nine Months Ended December 31, 2012 and 2011	F-4
		Condensed Statement of Partners' Equity (Deficit)
		Notes to Condensed Financial Statements	F-5
		For the Six Months Ended September 30, 2012		F-3
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
		Condensed Statements of Cash Flows
	Item 3.	Quantitative and Qualitative Disclosures about Market Risks	5
		For the Six Months Ended September 30, 2012 and 2011		F-4
	Item 4.	Controls and Procedures	5
		Notes to Condensed Financial Statements		F-5
PART II. OTHER INFORMATION
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		3
	Item 1.	Legal Proceedings	6
	Item 3.	Quantitative and Qualitative Disclosures about Market Risks		5
	Item 1A	Risk Factors	6
	Item 4.	Controls and Procedures		5
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6
PART II. OTHER INFORMATION
	Item 3.	Defaults Upon Senior Securities	6
	Item 1.	Legal Proceedings		6
	Item 4.	Mine Safety Disclosures	6
	Item 1A.	Risk Factors		6
	Item 5.	Other Information	6
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		6
	Item 6.	Exhibits	6
	Item 3.	Defaults Upon Senior Securities		6
	Signatures		7
	Item 4.	Mine Safety Disclosures		6
	Item 5.	Other Information		6
	Item 6.	Exhibits		6
	Signatures			7

WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3

(A California Limited Partnership)

CONDENSED BALANCE SHEETS

(Unaudited)

	September 30, 2012			March 31, 2012
	December 31, 2012			March 31, 2012
ASSETS
Cash	$	6250,~~050~~841		$	11,489
Investments in Local Limited Partnerships, net (Notes 2 and 3)		-			-
Other assets		-2,750			2,100
Total Assets	$	6253,~~050~~591		$	13,589
LIABILITIES AND PARTNERS’ EQUITY (DEFICIT)
Liabilities:
Accrued fees and expenses due to
Accrued fees and expenses due to General Partner and affiliates (Note 3)	$	469,745		$	560,653
General Partner and affiliates (Note 3)	$	555,010		$	560,653
Accrued expenses		5,600			-
Total Liabilities		~~555~~475,~~010~~345			560,653
Partners’ Equity (Deficit):
General Partner		3,~~090~~091,~~896~~608			3,090,355
Limited Partners (25,000 Partnership Units authorized; 18,000 Partnership Units issued and outstanding)		(3,~~583~~513,~~856~~362	)		(3,637,419	)
Total Partners’ Equity (Deficit)		(~~492~~421,~~960~~754	)		(547,064	)
Total Liabilities and Partners’ Equity (Deficit)	$	6253,~~050~~591		$	13,589

See accompanying notes to condensed financial statements

F-1

WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3

(A California Limited Partnership)

CONDENSED STATEMENTS OF OPERATIONS

For the Three and ~~Six~~Nine Months Ended ~~September~~December 3031, 2012 and 2011

(Unaudited)

	2012						2011
	Three Months			~~Six~~Nine Months			Three Months			~~Six~~Nine Months
Distribution income	$	-		$	30,106		$	-		$	24,991
Reporting fees	$	3,786		$	33,892		$	-		$	24,991
Total operating income		-3,786			3033,~~106~~892			-			24,991
Operating expenses:
Asset management fees (Note 3)		116,~~892~~419			1724,~~688~~107			109,~~872~~737			2332,~~247~~984
Legal and accounting fees		~~7,316~~599			28,~~338~~937			~~3,035~~-			27,765
Outside services		~~4,728~~504			7,~~386~~890			~~5,432~~346			5,~~432~~778
Other		2,005			3,509			1,318			3,170
Write off of advances to Local Limited Partnerships		-			-			20,000			20,000
Total operating expenses		25,941			56,921			20,657			59,614
Other		1,462			4,971			83			3,253
Loss from operations		(25,941	)		(26,815	)		(20,657	)		(34,623	)
Total operating expenses		8,984			65,905			30,166			89,780
Gain (loss) on sale of Local Limited Partnerships		(20,145	)		80,912			(9,503	)		(9,503	)
Loss from operations		(5,198	)		(32,013	)		(30,166	)		(64,789	)
Interest income		6			7			2			5
Gain on sale of Local Limited Partnerships		76,400			157,312			84,772			75,269
Net income (loss)	$	(46,080	)	$	54,104		$	(30,158	)	$	(44,121	)
Interest income		4			11			2			7
Net income(loss) allocated to:
Net income	$	71,206		$	125,310		$	54,608		$	10,487
General Partner	$	(461	)	$	541		$	(302	)	$	(441	)
Net income allocated to:
Limited Partners	$	(45,619	)	$	53,563		$	(29,856	)	$	(43,680	)
General Partner	$	712		$	1,253		$	546		$	105
Net income (loss) per Partnership Unit	$	(3	)	$	3		$	(2	)	$	(2	)
Limited Partners	$	70,494		$	124,057		$	54,062		$	10,382
Net income per Partnership Unit	$	4		$	7		$	3		$	1
Outstanding weighted Partnership Units		18,000			18,000			18,000			18,000

See accompanying notes to condensed financial statements

F-2

WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3

(A California Limited Partnership)

CONDENSED STATEMENT OF PARTNERS’ EQUITY (DEFICIT)

For the ~~Six~~Nine Months Ended ~~September~~December 3031, 2012

(Unaudited)

	General		Limited
	Partner		Partners			Total
Partners’ equity (deficit) at March 31, 2012	$	3,090,355	$	(3,637,419	)	$	(547,064	)
Net income		~~541~~1,253		53124,~~563~~057			54125,~~104~~310
Partners’ equity (deficit) at September 30, 2012	$	3,090,896	$	(3,583,856	)	$	(492,960	)
Partners’ equity (deficit) at December 31, 2012	$	3,091,608	$	(3,513,362	)	$	(421,754	)

See accompanying notes to condensed financial statements

F-3

WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3

(A California Limited Partnership)

CONDENSED ~~STATEMENT~~STATEMENTS OF CASH FLOWS

For the ~~Six~~Nine Months Ended ~~September~~December 3031, 2012 and 2011

(Unaudited)

	2012			2011
Cash flows from operating activities:
Net income (loss)	$	54,104		$	(44,121	)
Net income	$	125,310		$	10,487
Adjustments to reconcile net income(loss) to net cash used in operating activities:
Adjustments to reconcile net income to net cash used in operating activities:
Gain on sale of Local Limited Partnerships		(80157,~~912~~312	)		-(75,269	)
Increase in other assets		(2840,~~718~~068	)		(1118,~~472~~965	)
Increase in accrued fees and expenses due to
Increase in accrued expenses		5,600			-
General Partner and affiliates		13,807			36,086
Decrease in accrued fees and expenses due to General Partner and affiliates		(71,458	)		(33,236	)
Net cash used in operating activities		(41137,~~719~~928	)		(10116,~~004~~983	)
Cash flows from investing activities:
Proceeds from sale of Local Limited Partnerships		92,280			10
Advances to Local Limited Partnerships		-			(20,000	)
Net cash provided by investing activities		92,280			10
Write off of advances to Local Limited Partnerships		-			20,000
Net increase (decrease) in cash		50,561			(9,994	)
Proceeds from sale of Local Limited Partnerships		177,280			96,991
Net cash provided by investing activities		177,280			96,991
Net increase (decrease) in cash		39,352			(19,992	)
Cash, beginning of period		11,489			27,292
Cash, end of period	$	6250,~~050~~841		$	177,~~298~~300
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Taxes paid	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES
General Partner equity balance was increased and accrued fees and expenses due to the General Partner was decreased as a result of forgiveness of debt by the General Partner.	$	-		$	91151,792
Gain on sale of Local Limited Partnerships was increased and accrued fees and expenses due to the General Partner and affiliates was decreased for sales proceeds paid directly to Associates.	$	19,450		$	-

See accompanying notes to condensed financial statements

F-4

WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the ~~Six~~Quarterly ~~Months~~Period Ended ~~September~~December 3031, 2012 ~~and~~ ~~2011~~

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

The accompanying condensed unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q for quarterly reports under Section 13 or 15(d) of the Securities Exchange Act of 1934. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the ~~six~~nine months ended ~~September~~December 3031, 2012 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2013. For further information, refer to the financial statements and footnotes thereto included in the Partnership‘’s annual report on Form 10-K for the fiscal year ended March 31, 2012.

Organization

WNC Housing Tax Credit Fund V, L.P., Series 3 (the “Partnership”), is a California Limited Partnership formed under the laws of the State of California on March 28, 1995. The Partnership was formed to invest in other limited partnerships (“Local Limited Partnerships”) which own multi-family or senior housing complexes (“Housing Complexes”) that are eligible for Federal low income housing tax credits (“Low Income Housing Tax Credits”). The local general partners (the “Local General Partners”) of each Local Limited Partnership retain responsibility for maintaining, operating and managing the Housing Complexes. Each Local Limited Partnership is governed by its agreement of limited partnership (the “Local Limited Partnership Agreement”).

The general partner of the Partnership is WNC & Associates, Inc., a California corporation (the “General Partner” or “Associates”). The chairman and president of Associates own all of the outstanding stock of Associates. The business of the Partnership is conducted primarily through Associates, as the Partnership has no employees of its own.

The Partnership shall continue in full force and effect until December 31, 2050 unless terminated prior to that date pursuant to the partnership agreement or law.

The financial statements include only activity relating to the business of the Partnership, and do not give effect to any assets that the partners may have outside of their interests in the Partnership, or to any obligations, including income taxes, of the partners.

The Partnership Agreement authorized the sale of up to 25,000 units of limited partnership interests (“Partnership Units”) at $1,000 per Partnership Unit. The offering of Partnership Units concluded in January 1996, at which time 18,000 Partnership Units representing subscriptions in the amount of $17,558,985, net of $441,015 of discounts for volume purchases, had been accepted. The General Partner has a 1% interest in operating profits and losses, taxable income and losses, cash available for distribution from the Partnership and Low Income Housing Tax Credits of the Partnership. The investors (the “Limited Partners”) will be allocated the remaining 99% of these items in proportion to their respective investments.

F-5

WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

For the Quarterly Period Ended ~~September~~ 30December 31, 2012

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

The proceeds from the disposition of any of the Local Limited Partnership’s Housing Complexes will be used first to pay debts and other obligations per the respective Local Limited Partnership Agreement. Any remaining proceeds will then be paid to the Partnership. The sale of a Housing Complex may be subject to other restrictions and obligations. Accordingly, there can be no assurance that a Local Limited Partnership will be able to sell its Housing Complex. Even if it does so, there can be no assurance that any significant amounts of cash will be distributed to the Partnership. Should such distributions occur, the Limited Partners will be entitled to receive distributions from the proceeds remaining after payment of Partnership obligations and funding reserves, equal to their capital contributions and their return on investment (as defined in the Partnership Agreement) and the General Partners would then be entitled to receive proceeds equal to its capital contributions from the remainder. Any additional sale or refinancing proceeds will be distributed 90% to the Limited Partners (in proportion to their respective investments) and 10% to the General Partner.

Risks and Uncertainties

An investment in the Partnership and the Partnership’s investments in Local Limited Partnerships and their Housing Complexes are subject to risks. These risks may impact the tax benefits of an investment in the Partnership, and the amount of proceeds available for distribution to the Limited Partners, if any, on liquidation of the Partnership’s investments. Some of those risks include the following:

The Low Income Housing Tax Credits rules are extremely complicated. Noncompliance with these rules results in the loss of future Low Income Housing Tax Credits and the fractional recapture of Low Income Housing Tax Credits already taken. In most cases the annual amount of Low Income Housing Tax Credits that an individual can use is limited to the tax liability due on the person’s last $25,000 of taxable income. The Local Limited Partnerships may be unable to sell the Housing Complexes at a price which would result in the Partnership realizing cash distributions or proceeds from the transaction. Accordingly, the Partnership may be unable to distribute any cash to its Limited Partners. Low Income Housing Tax Credits may be the only benefit from an investment in the Partnership.

The Partnership has invested in a limited number of Local Limited Partnerships. Such limited diversity means that the results of operation of each single Housing Complex will have a greater impact on the Partnership. With limited diversity, poor performance of one Housing Complex could impair the Partnership’s ability to satisfy its investment objectives. Each Housing Complex is subject to mortgage indebtedness. If a Local Limited Partnership failed to pay its mortgage, it could lose its Housing Complex in foreclosure. If foreclosure were to occur during the first 15 years (the “Compliance Period”), the loss of any remaining future Low Income Housing Tax Credits, a fractional recapture of prior Low Income Housing Tax Credits, and a loss of the Partnership’s investment in the Housing Complex would occur. The Partnership is a limited partner or a non-managing member of each Local Limited Partnership. Accordingly, the Partnership will have very limited rights with respect to management of the Local Limited Partnerships. The Partnership will rely totally on the Local General Partners. Neither the Partnership’s investments in Local Limited Partnerships, nor the Local Limited Partnerships’ investments in Housing Complexes, are readily marketable. To the extent the Housing Complexes receive government financing or operating subsidies, they may be subject to one or more of the following risks: difficulties in obtaining tenants for the Housing Complexes; difficulties in obtaining rent increases; limitations on cash distributions; limitations on sales or refinancing of Housing Complexes; limitations on transfers of interests in Local Limited Partnerships; limitations on removal of Local General Partners; limitations on subsidy programs; and possible changes in applicable regulations. Uninsured casualties could result in loss of property and Low Income Housing Tax Credits and recapture of Low Income Housing Tax Credits previously taken. The value of real estate is subject to risks from fluctuating economic conditions, including employment rates, inflation, tax, environmental, land use and zoning policies, supply and demand of similar Housing Complexes, and neighborhood conditions, among others.

F-6

WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

For the Quarterly Period Ended ~~September~~ 30December 31, 2012

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

The ability of Limited Partners to claim tax losses from the Partnership is limited. The IRS may audit the Partnership or a Local Limited Partnership and challenge the tax treatment of tax items. The amount of Low Income Housing Tax Credits and tax losses allocable to Limited Partners could be reduced if the IRS were successful in such a challenge. The alternative minimum tax could reduce tax benefits from an investment in the Partnership. Changes in tax laws could also impact the tax benefits from an investment in the Partnership and/or the value of the Housing Complexes.

All of the Low Income Housing Tax Credits anticipated to be realized from the Local Limited Partnerships have been realized. The Partnership does not anticipate being allocated any Low Income Housing Tax Credits from the Local Limited Partnerships in the future. Until the Local Limited Partnerships have completed the Compliance Period, risks exist for potential recapture of prior Low Income Housing Tax Credits received.

No trading market for the Partnership Units exists or is expected to develop. Limited Partners may be unable to sell their Partnership Units except at a discount and should consider their Partnership Units to be a long-term investment. Individual Limited Partners will have no recourse if they disagree with actions authorized by a vote of the majority of Limited Partners.

The Partnership currently has insufficient working capital to fund its operations. Associates has agreed to continue providing advances sufficient enough to fund the operations and working capital requirements of the Partnership through ~~November~~February 3028, ~~2013~~2014.

Anticipated future and existing cash resources of the Partnership are not sufficient to pay existing liabilities of the Partnership. However, substantially all of the existing liabilities of the Partnership are payable to the General Partner and/or its affiliates. Though the amounts payable to the General Partner and/or its affiliates are contractually currently payable, the Partnership anticipates that the General Partner and/or its affiliates will not require the payment of these contractual obligations until capital reserves are in excess of the aggregate of then existing contractual obligations and then anticipated future foreseeable obligations of the Partnership. The Partnership would be adversely affected should the General Partner and/or its affiliates demand current payment of the existing contractual obligations and or suspend services for this or any other reason.

Exit Strategy

The Compliance Period for a Housing Complex is generally 15 years following construction or rehabilitation completion. Associates was one of the first in the industry to offer syndicated investments in Low Income Housing Tax Credits. The initial programs have completed their Compliance Periods.

Upon the sale of a Local Limited Partnership interest or Housing Complex after the end of the Compliance Period, there would be no recapture of Low Income Housing Tax Credits. A sale prior to the end of the Compliance Period could result in recapture if certain conditions are not met.

With that in mind, the General Partner is continuing its review of the Housing Complexes. The review considers many factors, including extended use requirements (such as those due to mortgage restrictions or state compliance agreements), the condition of the Housing Complexes, and the tax consequences to the Limited Partners from the sale of the Housing Complexes.

Upon identifying those Housing Complexes with the highest potential for a successful sale, refinancing or re-syndication, the Partnership expects to proceed with efforts to liquidate them. The objective is to maximize the Limited Partners’ return wherever possible and, ultimately, to wind down the Partnership. Local Limited Partnership Interests may be disposed of any time by the General Partner in its discretion. While liquidation of the Housing ~~Complexescontinues~~ Complexes continues to ~~beevaluated~~be evaluated, the dissolution of the Partnership was not imminent as of ~~September~~December 3031, 2012. ~~As of September 30, 2012, four of the Housing Complexes had completed their Compliance Period.~~

F-7

WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

For the Quarterly Period Ended ~~September~~ 30December 31, 2012

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

As of March 31, 2011, the Partnership sold the Housing Complex of two Local Limited Partnerships, Cascade Pines II, L.P. (“Cascade Pines”), and Evergreen Apartments I L.P. (“Evergreen”). The Partnership also sold its Local Limited Partnership Interest in Raymond S. King Apartments, L.P., Patten Towers L.P. II, Alliance Apartments I L.P. and Hastings Apartments I L.P.

During the ~~six~~nine months ended ~~September~~December 3031, 2012, the Partnership sold the Housing Complex of Shepherd South I, L.P. The Partnership also sold its Local Limited Partnership Interest in Escatawpa Village Associates, Hillcrest Associates, Rosedale Limited Partnership, and Heritage Apartments I, L.P. No distributions will be made to the Limited Partners as a result of these dispositions. Each of the Local Limited Partnerships had completed its Compliance Period so there is no risk of recapture to the investors in the Partnership.

Local Limited Partnership	Debt at 12/31/11		Appraisal Value		Date of Sale		Sales Price		Sales Related Expenses		Gain (loss) on sale
Shepherd South I L.P.	$	507,000	$	350,000		06/28/2012	$	89,280	$	27,529	$	61,751
Escatawpa Village Associates		849,000		655,000		06/01/2012		22,450		3,289		19,161
Hillcrest Associates		1,232,000		805,000		12/31/2012		40,000		3,000		37,000
Rosedale Limited Partnership		1,257,000		510,000		12/31/2012		30,000		3,000		27,000
Heritage Apartments I, L.P.		509,000		160,000		12/31/2012		15,000		2,600		12,400

~~During the three months~~The ~~ended September 30, 2012, additional~~ sales ~~expenses were incurred related to Shepherd South I L.P. As all~~ proceeds ~~were received as of June 30, 2012, a loss on sales of Local Limited Partnerships was recorded for the three months ended September 30, 2012. The sales proceeds~~ from the sale of Escatawpa Village Associates were paid directly to Associates. As shown in the table below, $19,450 was used to reimburse the General Partner or affiliates for accrued asset management fees or operating expenses paid on behalf of the Partnership. The remaining $3,000 was returned to the Partnership’s reserves during the ~~three~~nine months ended ~~September 30~~December 31, 2012.

The following table represents the anticipated use of the cash proceeds from the disposition of the ~~two~~five Local Limited Partnerships.

Local Limited Partnership	Sale Proceeds		Payment of accrued asset management fees		Reimburse GP or affiliates for expenses		Remaining cash to remain in reserves for future expenses
Shepherd South I L.P.	$	89,280	$	25,000	$	12,164	$	52,116
Escatawpa Village Associates		22,450		7,286		12,164		3,000
Hillcrest Associates		40,000		17,500		17,500		5,000
Rosedale Limited Partnership		30,000		12,500		12,500		5,000
Heritage Apartments I, L.P.		15,000		5,000		5,000		5,000

~~Method~~Subsequent to December 31, 2012, the Local Limited Partnership Interest in Blessed Rock of ~~Accounting~~El Monte, L.P. (“Blessed Rock”) was identified for ~~Investments~~sale. The buyer offered $4,771,287 to purchase the Local Limited Partnership Interest. Blessed Rock was appraised for $6,910,000 and had a mortgage note balance of $2,054,454 as of December 31, 2012. Proceeds in the amount of $2,385,644 are expected to be received from the sale of Blessed Rock. The Partnership will use all of the cash proceeds to pay the remaining debts and obligations of the Partnership, accrued asset management fees, and sale related expenses. No cash distribution will be made to the Limited Partners as a result of this sale. The Compliance Period has been completed therefore there is no risk of recapture and investor approval is not required. The sale of the Local Limited ~~Partnerships~~Partnership is expected to close in April 2013.

The Partnership accounts for its investments in Local Limited Partnerships using the equity method of accounting, whereby the Partnership adjusts its investment balance for its share of the Local Limited Partnerships’ results of operations and for any contributions made and distributions received. The Partnership reviews the carrying amount of an individual investment in a Local Limited Partnership for possible impairment at least annually or whenever events or changes in circumstances indicate that the carrying amount of such investment may not be recoverable. Recoverability of such investment is measured by the estimated value derived by management, generally consisting of the sum of the remaining future Low Income Housing Tax Credits estimated to be allocable to the Partnership and the estimated residual value to the Partnership. If an investment is considered to be impaired, the Partnership reduces the carrying value of its investment in any such Local Limited Partnership. The accounting policies of the Local Limited Partnerships, generally, are expected to be consistent with those of the Partnership. Costs incurred by the Partnership in acquiring the investments are capitalized as part of the investment account and were being amortized over 27.5 years (see Note 2).

F-8

WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

For the Quarterly Period Ended ~~September~~ 30December 31, 2012

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

~~“Equity in losses of~~Method ~~Local~~of ~~Limited~~Accounting ~~Partnerships”~~ for ~~the~~Investments periods ended September 30, 2012 and 2011 has been recorded by the Partnership. Management’s estimate for the three and six-month periods is based on either actual unaudited results reported by the Local Limited Partnerships or historical trends in ~~the operations of the~~ Local Limited Partnerships. Equity in losses of Local Limited Partnerships allocated to the Partnership is not recognized to the extent that the investment balance would be adjusted below zero. If the Local Limited Partnerships reported net income in future years, the Partnership will resume applying the equity method only after its share of such net income equals the share of net losses not recognized during the period(s) the equity method was suspended (see Note 2).

In“Equity in ~~accordance~~losses ~~with~~of ~~the~~Local ~~accounting~~Limited ~~guidance~~ Partnerships” for the ~~consolidation~~periods ofended ~~variable~~December ~~interest entities~~31, ~~the~~2012 ~~Partnership~~and ~~determines~~2011 ~~when~~has itbeen ~~should~~recorded ~~include~~by the ~~assets, liabilities,~~Partnership. ~~and~~Management’s ~~activities~~estimate offor athe ~~variable~~three ~~interest~~and ~~entity~~nine-month ~~(VIE)~~periods inis ~~its~~based ~~financial~~on ~~statements,~~either ~~and~~actual ~~when~~unaudited itresults ~~should~~reported ~~disclose~~by ~~information~~the ~~about its~~Local ~~relationship~~Limited ~~with~~Partnerships aor ~~VIE.~~historical ~~The~~trends ~~analysis~~in ~~that~~the ~~must~~operations beof ~~performed~~the toLocal ~~determine~~Limited ~~which~~Partnerships. ~~entity~~Equity ~~should~~in ~~consolidate~~losses aof ~~VIE~~Local ~~focuses on control~~Limited ~~and~~Partnerships ~~economic~~allocated ~~factors.~~to Athe ~~VIE~~Partnership is anot ~~legal~~recognized ~~structure used~~ to ~~conduct~~the ~~activities~~extent orthat ~~hold~~the ~~assets,~~investment ~~which~~balance ~~must~~would be ~~consolidated~~adjusted ~~by a company~~below ifzero. itIf is the ~~primary~~Local ~~beneficiary~~Limited ~~because~~Partnerships itreported ~~has~~net ~~(1)~~income ~~the~~in ~~power~~future toyears, ~~direct~~ the ~~activities~~Partnership ofwill ~~the~~resume ~~VIE~~applying ~~that~~the ~~most~~equity ~~significantly impact~~method ~~the~~only ~~VIE‘s~~after ~~economic~~its ~~performance~~share ~~and~~of ~~(2)~~such ~~the~~net ~~obligation~~income toequals ~~absorb losses or receive benefits that could potentially be significant to~~ the ~~VIE. If multiple unrelated parties~~ share ~~such~~of ~~power,~~net aslosses ~~defined,~~not norecognized ~~party~~during ~~will be required to consolidate~~ the ~~VIE.~~period(s) ~~Further,~~ the ~~guidance~~equity ~~requires~~method ~~continual~~was suspended ~~reconsideration~~(see ofNote ~~the primary beneficiary of a VIE~~2).

~~Based on this guidance, the Local Limited Partnerships~~In inaccordance ~~which~~with the ~~Partnership~~accounting ~~invests~~guidance ~~meet~~for the ~~definition~~consolidation of avariable ~~VIE~~interest ~~because~~entities, the ~~owners~~Partnership ofdetermines ~~the~~when ~~equity at risk in these entities do not~~it ~~have~~should include the ~~power~~assets, toliabilities, ~~direct~~and ~~their~~activities ~~operations.~~of ~~However,~~a ~~management~~variable ~~does~~interest ~~not~~entity ~~consolidate~~(VIE) ~~the~~in ~~Partnership‘s~~its ~~interests~~financial ~~in these VIEs~~statements, asand when it isshould ~~not~~disclose ~~considered~~information toabout beits ~~the~~relationship ~~primary~~with ~~beneficiary~~a ~~since~~VIE. itThe ~~does~~analysis ~~not~~that ~~have~~must ~~the~~be ~~power~~performed to ~~direct~~determine ~~the~~which ~~activities that are~~entity ~~considered~~should ~~most~~consolidate ~~significant~~a toVIE ~~the~~focuses ~~economic~~on ~~performance~~control ofand ~~these~~economic ~~entities~~factors. ~~The~~A ~~Partnership~~VIE ~~currently~~is ~~records~~a ~~the~~legal ~~amount~~structure ofused ~~its investment~~to inconduct ~~these~~activities ~~Local~~or ~~Limited~~hold assets, ~~Partnerships~~which asmust anbe ~~asset~~consolidated onby ~~its~~a ~~balance~~company ~~sheets,~~if ~~recognizes~~it ~~its~~is ~~share of partnership income or losses in~~ the ~~statements~~primary ofbeneficiary ~~operations,~~because ~~and~~it ~~discloses~~has ~~how~~(1) itthe ~~accounts~~power ~~for~~to ~~material~~direct ~~types~~the activities of ~~these~~the ~~investments~~VIE inthat ~~its~~most ~~financial statements.~~significantly ~~The~~impact ~~Partnership‘~~the VIE’s ~~balance~~economic inperformance ~~investment~~and in(2) ~~Local Limited Partnerships, plus~~ the ~~risk~~obligation ofto ~~recapture~~absorb oflosses ~~tax~~or ~~credits~~receive ~~previously~~benefits ~~recognized~~that oncould ~~these~~potentially ~~investments,~~be ~~represents~~significant ~~its maximum exposure~~ to ~~loss~~the VIE. ~~The~~If ~~Partnership‘s~~multiple ~~exposure~~unrelated toparties ~~loss~~share ~~on these~~such ~~Local~~power, ~~Limited~~as ~~Partnerships~~defined, isno ~~mitigated~~party will bybe ~~the~~required ~~condition~~to ~~and~~consolidate ~~financial~~the ~~performance~~VIE. ofFurther, the ~~underlying~~guidance ~~Housing~~requires ~~Complexes~~continual ~~as well~~reconsideration ~~as the strength~~ of the ~~Local~~primary ~~General~~beneficiary ~~Partners~~of a ~~and their guarantee against credit recapture to the investors in the Partnership~~VIE.

Based on this guidance, the Local Limited Partnerships in which the Partnership invests meet the definition of a VIE because the owners of the equity at risk in these entities do not have the power to direct their operations. However, management does not consolidate the Partnership’s interests in these VIEs, as it is not considered to be the primary beneficiary since it does not have the power to direct the activities that are considered most significant to the economic performance of these entities. The Partnership currently records the amount of its investment in these Local Limited Partnerships as an asset on its balance sheets, recognizes its share of partnership income or losses in the statements of operations, and discloses how it accounts for material types of these investments in its financial statements. The Partnership’s balance in investment in Local Limited Partnerships, plus the risk of recapture of tax credits previously recognized on these investments, represents its maximum exposure to loss. The Partnership’s exposure to loss on these Local Limited Partnerships is mitigated by the condition and financial performance of the underlying Housing Complexes as well as the strength of the Local General Partners and their guarantee against credit recapture to the investors in the Partnership.

Distributions received by the Partnership are accounted for as a reduction of the investment balance. Distributions received after the investment has reached zero are recognized as income. As of all periods presented, all of the investment balances had reached zero.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.

Cash and Cash Equivalents

The Partnership considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. As of September 30, 2012 and March 31, 2012, the Partnership had no cash equivalents.

F-9

WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

For the Quarterly Period Ended ~~September~~ 30December 31, 2012

(Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Cash and Cash Equivalents

The Partnership considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. As of December 31, 2012 and March 31, 2012, the Partnership had no cash equivalents.

Reporting Comprehensive Income

The Partnership had no items of other comprehensive income for all periods presented.

Income Taxes

The Partnership has elected to be treated as a pass-through entity for income tax purposes and, as such, is not subject to income taxes. Rather, all items of taxable income, deductions and tax credits are passed through to and are reported by its owners on their respective income tax returns. The Partnership’s federal tax status as a pass-through entity is based on its legal status as a partnership. Accordingly, the Partnership is not required to take any tax positions in order to qualify as a pass-through entity. The Partnership is required to file and does file tax returns with the Internal Revenue Service and other taxing authorities. Accordingly, these financial statements do not reflect a provision for income taxes and the Partnership has no other tax positions which must be considered for disclosure. Income tax returns filed by the Partnership are subject to examination by the Internal Revenue Service for a period of three years. While no income tax returns are currently being examined by the Internal Revenue Service, tax years since 2009 remain open.

Net Loss Per Partnership Unit

Net loss per Partnership Unit includes no dilution and is computed by dividing loss allocated to Limited Partners by the weighted average number of Partnership Units outstanding during the period. Calculation of diluted net loss per Partnership Unit is not required.

Revenue Recognition

The Partnership is entitled to receive reporting fees from the Local Limited Partnerships. The intent of the reporting fees is to offset (in part) administrative costs incurred by the Partnership in corresponding with the Local Limited Partnerships. Due to the uncertainty of the collection of these fees, the Partnership recognizes reporting fees as collections are made.

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS

As of ~~September~~December 3031, 2012 and March 31, 2012, the Partnership owns Local Limited Partnership interests in 107 and 12 Local Limited Partnerships, respectively. All of these Local Limited Partnership’s own one Housing Complex consisting of an aggregate of ~~407~~317 and 463 apartment units ~~as of September 30~~, ~~2012 and March 31, 2012,~~ respectively. The respective Local General Partners of the Local Limited Partnerships manage the day to day operations of the entities. Significant Local Limited Partnership business decisions require approval from the Partnership. The Partnership, as a Limited Partner, is generally entitled to 99%, as specified in the Local Limited Partnership agreements, of the operating profits and losses, taxable income and losses, and Low Income Housing Tax Credits of the Local Limited Partnerships, except for one of the investments in which it is entitled to 49.49% of such amount.

F-10

WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

For the Quarterly Period Ended ~~September~~ 30December 31, 2012

(Unaudited)

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued

Selected financial information for the ~~six~~nine months ended ~~September~~December 3031, 2012 and 2011 from the unaudited combined condensed financial statements of the Local Limited Partnerships in which the Partnership has invested is as follows:

COMBINED CONDENSED STATEMENTS OF OPERATIONS
	2012			2011
Revenues	$	1,254,000		$	1,990,000
Expenses
Interest expense		207,000			307,000
Depreciation and amortization		276,000			531,000
Operating expenses		790,000			1,485,000
Total expenses		1,273,000			2,323,000
Net loss	$	(19,000	)		(333,000	)
Net loss allocable to the Partnership	$	(38,000	)	$	(347,000	)
Net loss recorded by the Partnership	$	-		$	-

COMBINED CONDENSED STATEMENTS OF OPERATIONS

Certain Local Limited Partnerships have incurred significant operating losses and/or have working capital deficiencies. In the event these Local Limited Partnerships continue to incur significant operating losses, additional capital contributions by the Partnership may be required to sustain operations of such Local Limited Partnerships. If additional capital contributions are not made when they are required, the Partnership‘s investments in certain of such Local Limited Partnerships could be impaired, and the loss and recapture of the related Low Income Housing Tax Credits could occur.

	2012			2011

Revenues	$	1,737,000		$	2,711,000

Expenses
Interest expense		278,000			423,000
Depreciation and amortization		373,000			719,000
Operating expenses		1,091,000			1,973,000
Total expenses		1,742,000			3,115,000

Net loss	$	(5,000	)		(404,000	)
Net loss allocable to the Partnership	$	(35,000	)	$	(426,000	)
Net loss recorded by the Partnership	$	-		$	-

~~Troubled~~Certain Local Limited Partnerships have incurred significant operating losses and/or have working capital deficiencies. In the event these Local Limited Partnerships continue to incur significant operating losses, additional capital contributions by the Partnership may be required to sustain operations of such Local Limited Partnerships. If additional capital contributions are not made when they are required, the Partnership’s investments in certain of such Local Limited Partnerships could be impaired, and the loss and recapture of the related Low Income Housing ~~Complexes~~Tax Credits could occur.

~~The Partnership has a 99% limited partnership~~NOTE ~~investment~~3 in- ~~Heritage~~RELATED ~~Apartments,~~PARTY L.P. (“Heritage”). Heritage is a defendant in several wrongful death lawsuits and related injury lawsuits. Heritage carries general liability and extended liability insurance. Discovery for these lawsuits is ongoing, but the management of Heritage and Associates is unable to determine the outcome of these lawsuits at this time or their impact, if any, on the Partnership’s financial statements. If for any reason Heritage is unsuccessful in its defense and the insurer denies coverage or the insurance coverage proves to be inadequate, the Partnership may be required to sell its investment or may otherwise lose its investment in Heritage, which was $0 as of all periods presented. Loss of the Heritage investment could result in the recapture of tax credits and certain prior tax deductions. As of September 30, 2012, no losses have been recognized and management does not expect losses to be incurred.TRANSACTIONS

Under the terms of the Partnership Agreement, the Partnership has paid or is obligated to the General Partner or its affiliates the following fees:

(a)

An annual asset management fee equal to the greater amount of (i) $2,000 for each Housing complex, or (ii) 0.275% of gross proceeds. In either case, the fee will be decreased or increased annually based on changes to the Consumer Price Index. However, in no event will the maximum amount exceed 0.2% of the invested assets of the Local Limited Partnerships, as defined. “Invested Assets” means the sum of the Partnership’s investment in Local Limited Partnerships and the Partnership’s allocable share of mortgage loans on, and other debts related to, the Housing Complexes owned by such Local Limited Partnerships. Asset management fees of $24,107 and $32,984 were incurred during the nine months ended December 31, 2012 and 2011, respectively. The Partnership paid the General Partner and or its affiliates $81,786 and $9,946 of those fees during the nine months ended December 31, 2012 and 2011, respectively.

(b)

The Partnership reimburses the General Partner or its affiliates for operating expenses incurred by the Partnership and paid for by the General Partner or its affiliates on behalf of the Partnership. Operating expense reimbursements were $109,496 and $112,035 during the nine months ended December 31, 2012 and 2011, respectively.

F-11

WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 3

(A California Limited Partnership)

NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED

For the Quarterly Period Ended ~~September~~ 30December 31, 2012

(Unaudited)

NOTE 3 - RELATED PARTY TRANSACTIONS, continued

Under the terms of the Partnership Agreement, the Partnership has paid or is obligated to the General Partner or its affiliates the following fees:

(a) An annual asset management fee equal to the greater amount of (i) $2,000 for each Housing complex, or (ii) 0.275% of gross proceeds. In either case, the fee will be decreased or increased annually based on changes to the Consumer Price Index. However, in no event will the maximum amount exceed 0.2% of the invested assets of the Local Limited Partnerships, as defined. “Invested Assets” means the sum of the Partnership’s investment in Local Limited Partnerships and the Partnership’s allocable share of mortgage loans on, and other debts related to, the Housing Complexes owned by such Local Limited Partnerships. Asset management fees of $17,688 and $23,247 were incurred during the six months ended September 30, 2012 and 2011, respectively. The Partnership paid the General Partner and or its affiliates $46,786 and $0 of those fees during the six months ended September 30, 2012 and 2011, respectively.

(b) The Partnership reimburses the General Partner or its affiliates for operating expenses incurred by the Partnership and paid for by the General Partner or its affiliates on behalf of the Partnership. Operating expense reimbursements were $44,496 and $35,000 during each of the six months ended September 30, 2012 and 2011.

(c)

A subordinated disposition fee in an amount equal to 1% of the sales price of real estate sold. Payment of this fee is subordinated to the limited partners receiving a preferred return of 14% through December 31, 2006 and 6%thereafter (as defined in the Partnership Agreement) and is payable only if the General Partner or its affiliates render services in the sales effort. No such fees were incurred for all periods presented.

The accrued fees and expenses due to the General Partner and affiliates consist of the following at:

	September 30, 2012		March 31, 2012
	December 31, 2012		March 31, 2012
Expenses paid by the General Partner or affiliates on behalf of the Partnership	$	~~33,049~~-	$	9,594
Asset management fee payable		~~521~~469,~~961~~745		551,059
Total	$	~~555~~469,~~010~~745	$	560,653

The General Partner and affiliates do not anticipate that these accrued fees will be paid until such time as capital reserves are in excess of future foreseeable working capital requirements of the Partnership.

NOTE 4 – SUBSEQUENT EVENT

Subsequent to December 31, 2012, the Local Limited Partnership Interest in Blessed Rock of El Monte, L.P. (“Blessed Rock”) was identified for sale. The buyer offered $4,771,287 to purchase the Local Limited Partnership Interest. Blessed Rock was appraised for $6,910,000 and had a mortgage note balance of $2,054,454 as of December 31, 2012. Proceeds in the amount of $2,385,644 are expected to be received from the sale of Blessed Rock. The Partnership will use all of the cash proceeds to pay the remaining debts and obligations of the Partnership, accrued asset management fees, and sale related expenses. No cash distribution will be made to the Limited Partners as a result of this sale. The Compliance Period has been completed therefore there is no risk of recapture and investor approval is not required. The sale of the Local Limited Partnership is expected to close in April 2013.

F-12

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

With the exception of the discussion regarding historical information, this “Management’s Discussion and Analysis of Financial Condition and Results of Operations“ ” and other discussions elsewhere in this Form 10-Q contain forward looking statements. Such statements are based on current expectations subject to uncertainties and other factors which may involve known and unknown risks that could cause actual results of operations to differ materially from those projected or implied. Further, certain forward-looking statements are based upon assumptions about future events which may not prove to be accurate.

Risks and uncertainties inherent in forward looking statements include, but are not limited to, the Partnership future cash flows and ability to obtain sufficient financing, level of operating expenses, conditions in the Low Income Housing Tax Credit property market and the economy in general, as well as legal proceedings. Historical results are not necessarily indicative of the operating results for any future period.

Subsequent written and oral forward looking statements attributable to the Partnership or persons acting on its behalf are expressly qualified in their entirety by cautionary statements in this Form 10-Q and in other reports filed with the Securities and Exchange Commission.

The following discussion and analysis compares the results of operations for the three and ~~six~~nine months ended ~~September~~December 3031, 2012 and 2011, and should be read in conjunction with the condensed unaudited financial statements and accompanying notes included within this report.

Financial Condition

The Partnership’s assets at ~~September~~December 3031, 2012 consisted of $6251,000 in cash, and $3,000 of other assets. Liabilities at December ~~September 30~~31, 2012 consisted of $~~555~~470,000 of accrued fees and expenses due to the General Partner and affiliates and $6,000 of accrued expenses.

Results of Operations

Three ~~Months~~ Months Ended ~~September~~December 3031, 2012 Compared to the Three Months Ended ~~September~~December 3031, 2011. The Partnership’s net ~~loss~~ income for the three months ended ~~September~~December 3031, 2012 was $~~(46~~71,000), reflecting an increase of approximately $(16,000) from the $~~(30~~55,000~~) net~~ ~~loss~~net income experienced for the three months ended ~~September~~December 3031, 2011. ~~There~~The increase in net income was anprimarily ~~increase~~due to the decrease of $420,000 in ~~legal~~write ~~and~~off ~~accounting~~of ~~fees due~~advances to ~~the~~Local ~~timing~~Limited ofPartnerships for the ~~work~~three ~~that~~months ~~was~~ended ~~performed~~December ~~for~~31, 2012. The advances and write offs vary from period to period based on the ~~Partnership~~needs of the Local Limited Partnerships. There was also a an $(119,000) ~~increase~~decrease in gain ~~(loss)~~ on sale of Local Limited Partnerships for the three months ended ~~September~~December 3031, 2012 ~~compared to the three months ended September 30, 2011~~. The gain ~~(loss)~~ on sale ofin Local Limited Partnerships will vary from period to period depending on the values and sales prices of the Housing Complexes that have been identified for disposition and the closing dates of such transactions. There was a $4,000 decrease in asset management fees. The fees are calculated based on the value of invested assets which decreased due to the sales of Local Limited Partnerships. During the three months ended December 31, 2012 the Partnership received $4,000 more in reporting fees as compared to the three months ended December 31, 2011. Reporting fees fluctuate from year to year due to the fact that Local Limited Partnerships pay those fees to the Partnership when the Local Limited Partnerships’ cash flow will allow for the payment.

~~Six~~ Nine Months Ended ~~September 30~~December 31, 2012 Compared to the ~~Six~~Nine Months Ended ~~September~~December 3031, 2011. The Partnership’s net income for the ~~six~~nine months ended ~~September~~ 30December 31, 2012 was $54125,000, reflecting an increase of approximately $98115,000 from the $~~(44~~10,~~000)~~000net income ~~net loss~~ experienced for the ~~six~~nine months ended ~~September~~December 3031, 2011. The increase in net income was primarily due to ~~the~~an ~~increase of~~ $9182,000 increase in gain ~~(loss)~~ on sale of Local Limited Partnerships for the ~~six~~nine months ended ~~September~~December 3031, 2012. The gain ~~(loss)~~ on sale ofin Local Limited Partnerships will vary from period to period depending on the values and sales prices of the Housing Complexes that have been identified for disposition and the closing dates of such transactions. There was also a decrease of $520,000 in write off of advances to Local Limited Partnerships for the nine months ended December 31, 2012. The advances and write offs vary from period to period based on the needs of the Local Limited Partnerships. There was a $9,000 decrease in asset management fees for the ~~six~~nine months ended ~~September~~December 3031, 2012. The fees are calculated based on the value of invested assets which decreased due to the ~~sale~~sales of Local Limited Partnerships. ~~Accounting~~Additionally, ~~and~~there ~~legal~~was ~~expenses~~a ~~increased by~~ $(1,000) increase in legal and accounting fees for the ~~six~~ nine months ended ~~September~~December 3031, 2012 ~~compared~~due to the ~~six~~timing of the accounting work performed. Outside service expenses increased by $(2,000) for the nine months ended ~~September~~December 3031, ~~2011~~2012 due to the ~~timing~~Partnership ofoutsourcing ~~the accounting~~data ~~work~~entry ~~performed~~management to increase efficiency. InDuring ~~addition~~the nine months ended December 31, ~~distribution income increased~~2012 bythe Partnership received $59,000 ~~for~~more in reporting fees as compared to the ~~six~~nine months ended ~~September~~December 3031, ~~2012~~2011. Reporting fees fluctuate from year to year due to the fact that Local Limited Partnerships pay ~~distribution~~those ~~income~~fees to the Partnership when the Local Limited Partnerships’ cash flow will allow for the payment.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, continued

Liquidity and Capital Resources

~~Six~~ Nine Months Ended ~~September~~December 3031, 2012 Compared to ~~Six~~Nine Months Ended ~~September~~December 3031, 2011. The net increase in cash during the ~~six~~ nine months ended ~~September~~December 3031, 2012 was $5139,000 compared to a $(1020,000) decrease in cash for the ~~six~~nine months ended ~~September~~December 3031, 2011. ~~The~~During ~~change was due primarily to~~ the ~~fact that~~nine ~~during the six~~ months ended ~~September~~December 3031, 2012, the Partnership received $92177,000 in dispositions proceeds compared to ~~no such~~ ~~proceeds~~$97,000 received during the ~~three~~nine months ended ~~September~~December 3031, 2011. ~~There~~The ~~was~~reporting anfees ~~increase~~increased ofby $479,000 infor ~~cash~~the ~~paid~~nine ~~for~~months ended ~~accrued~~December ~~asset management~~31, ~~fees~~2012 inas ~~addition~~discussed toabove. ~~anincrease~~During ofthe $9nine months ended December 31,~~000~~ in2012 ~~cash~~the Partnership paid to the General Partner or an affiliate ~~for~~$172,000 in accrued asset management fees and reimbursements of operating expenses ~~which~~that were paid ~~in behalf of~~ on the Partnership.’s ~~Also,~~behalf ~~the~~compared ~~Partnership~~to ~~received~~ $5122,000 ~~more~~paid ofduring ~~distribution income for~~ the ~~six~~nine months ended ~~September~~December 3031, ~~2012~~2011. asThe ~~discussed~~amount ~~above~~paid varies depending on the cash that the Partnership collected throughout the period.

During the ~~six~~nine months ended ~~September~~December 3031, 2012, accrued payables, which consist primarily of related party management fees and advances due to the General Partner, decreased by $667,000. The General Partner does not anticipate that the balance of the accrued fees ~~and~~ and advances will be paid until such time as capital reserves are in excess of foreseeable working capital requirements of the Partnership.

The Partnership expects its future cash flows, together with its net available assets as of ~~September~~December 3031, 2012, to be insufficient to meet all currently foreseeable future cash requirements. Associates has agreed to continue providing advances sufficient enough to fund the operations and working capital requirements of the Partnership through ~~November~~February 3028, ~~2013~~2014.

Recent Accounting Changes

In June 2009, the Financial Accounting Standards Board (“FASB”) issued an amendment to the accounting and disclosure ~~requirements~~ requirements for the consolidation of variable interest entities (VIEs). The amended guidance modified the consolidation model to one based on control and economics, and replaced quantitative primary beneficiary analysis with a qualitative analysis. The primary beneficiary of a VIE will be the entity that has (1) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (2) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE. If multiple unrelated parties share such power, as defined, no party will be required to consolidate the VIE. Further, the amended guidance requires continual reconsideration of the primary beneficiary of a VIE and adds an additional reconsideration event for determination of whether an entity is a VIE. Additionally, the amendment requires enhanced and expanded disclosures around VIEs. This amendment was effective for fiscal years beginning after November 15, 2009. The adoption of this guidance on April 1, 2010 did not have a material effect on the Partnership’s financial statements.

In May 2011, the FASB issued an update to existing guidance related to fair value measurements on how to measure fair value and what disclosures to provide about fair value measurements. For fair value measurements categorized as level 3, a reporting entity should disclose quantitative information of the unobservable inputs and assumptions, a description of the valuation processes and narrative description of the sensitivity of the fair value to changes in unobservable inputs. This update is effective for interim and annual periods beginning after December 15, 2011. The adoption of this update did not materially affect the Partnership’s condensed financial statements.

~~Other Matters~~4

~~The Partnership has a 99% limited partnership~~Item ~~investment in Heritage Apartments, L~~3.P. ~~(“Heritage”).~~Quantitative ~~Heritage is a defendant in several wrongful death lawsuits~~ and ~~related~~ ~~injury~~Qualitative ~~lawsuits.~~Disclosures ~~Heritage~~About ~~carries~~Market general liability and extended liability insurance. Discovery for these lawsuits is ongoing, but the management of Heritage and Associates is unable to determine the outcome of these lawsuits at this time or their impact, if any, on the Partnership’s financial statements. If for any reason Heritage is unsuccessful in its defense and the insurer denies coverage or the insurance coverage proves to be inadequate, the Partnership may be required to sell its investment or may otherwise lose its investment in Heritage, which was $0 as of all periods presented. Loss of the Heritage investment could result in the recapture of tax credits and certain prior tax deductions. As of September 30, 2012, no losses have been recognized and management does not expect losses to be incurred.Risks

4NOT APPLICABLE

Item 3 4. ~~Quantitative~~Controls and ~~Qualitative Disclosures About Market Risks~~Procedures

~~NOT~~(a) ~~APPLICABLE~~Disclosure controls and procedures

~~Item~~As of 4the end of the period covered by this report, the Partnership’s General Partner, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer of Associates, carried out an evaluation of the effectiveness of the Partnership’s “disclosure controls and procedures” as defined in Securities Exchange Act of 1934 Rule 13a-15 and 15d-15. ~~Controls~~Based on that evaluation, the Chief Executive Officer and ~~Procedures~~Chief Financial Officer have concluded that, as of the end of the period covered by this report, the Partnership’s disclosure controls and procedures were not effective to ensure that material information required to be disclosed in the Partnership’s periodic report filings with SEC is recorded, processed, summarized and reported within the time period specified by the SEC’s rules and forms, consistent with the definition of “disclosure controls and procedures” under the Securities Exchange Act of 1934.

~~(a)~~The Partnership ~~Disclosure~~must ~~controls~~rely on the Local Limited Partnerships to provide the Partnership with certain information necessary to the timely filing of the Partnership’s periodic reports. Factors in the accounting at the Local Limited Partnerships have caused delays in the provision of such information during past reporting periods, and ~~procedures~~resulted in the Partnership’s inability to file its periodic reports in a timely manner.

AsOnce of the ~~end~~Partnership ofhas received the ~~period~~necessary ~~covered~~information byfrom ~~this report,~~ the ~~Partnership’s~~Local ~~General~~Limited ~~Partner~~Partnerships, ~~under~~ the ~~supervision and with the participation of the~~ Chief Executive Officer and the Chief Financial Officer of Associates, ~~carried~~believe ~~out an evaluation of the effectiveness of the Partnership’s “disclosure controls and procedures” as defined in Securities Exchange Act of 1934 Rule 13a-15 and 15d-15. Based on~~ that ~~evaluation,~~ the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, the Partnership’s disclosure controls and procedures were not effective to ensure that material information required to be disclosed in the Partnership’s periodic report filings with SEC is effectively recorded, processed, summarized and reported, ~~within~~albeit ~~the~~not ~~time~~in ~~period~~a ~~specified~~timely bymanner. ~~the~~Going ~~SEC’s~~forward, ~~rules~~the ~~and~~Partnership ~~forms,~~will ~~consistent~~use ~~with~~ the ~~definition~~means ofreasonably ~~“disclosure~~within ~~controls~~its ~~and~~power to impose procedures” ~~under~~designed to obtain from the Local ~~Securities~~Limited ~~Exchange~~Partnerships ~~Act~~the information necessary to the timely filing of ~~1934~~the Partnership’s periodic reports.

~~The Partnership~~(b) ~~must~~Changes ~~rely on the Local Limited Partnerships to provide the Partnership with certain information necessary to the timely filing of the Partnership’s periodic reports. Factors~~ in ~~the~~internal accounting at the Local Limited Partnerships have caused delays in the provision of such information during past reporting periods, and resulted in the Partnership’s inability to file its periodic reports in a timely manner.controls

~~Once~~There ~~the~~were ~~Partnership~~no ~~has~~changes received the necessary information from the Local Limited Partnerships, the Chief Executive Officer and the Chief Financial Officer of Associates believe that the material information required to be disclosed in the Partnership’s ~~periodic~~ ~~report~~internal ~~filings~~control ~~with~~over ~~SEC~~financial isreporting ~~effectively~~that ~~recorded,~~occurred ~~processed,~~during ~~summarized~~the ~~and~~quarter ~~reported,~~ended ~~albeit not in a timely manner. Going~~December ~~forward~~31, ~~the~~2012 ~~Partnership~~that ~~will~~materially ~~use~~affected, ~~the~~or ~~means~~are reasonably ~~within~~likely ~~its power~~ to ~~impose~~materially ~~procedures~~affect, ~~designed to obtain from~~ the ~~Local Limited Partnerships the information necessary to the timely filing of the~~ Partnership’s ~~periodic~~internal ~~reports~~control over financial reporting.

~~(b) Changes in internal controls~~5

There were no changes in the Partnership’s internal control over financial reporting that occurred during the quarter ended September 30, 2012 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

Part II.	Other Information

Item 1.	Legal Proceedings

	NONE

Item 1A.	Risk Factors

	No material changes in risk factors as previously disclosed in the Partnership’s Form 10-K.

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds

	NONE

Item 3.	Defaults Upon Senior Securities

	NONE

Item 4.	Mine Safety Disclosure

	NOT APPLICABLE

Item 5.	Other Information

	NONE

Item 6.	Exhibits

31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14 and 15d-14, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)

31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14 and 15d-14, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)

32.1	Section 1350 Certification of the Chief Executive Officer. (filed herewith)

32.2	Section 1350 Certification of the Chief Financial Officer. (filed herewith)

101	Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Condensed Balance Sheets at December 31, 2012 and March 31, 2012, (ii) the Condensed Statements of Operations for the three-month and nine-month periods ended December 31, 2012 and December 31, 2011, (iii) the Condensed Statements of Cash Flows for the nine months ended December 31, 2012 and December 31, 2011 and (iv) the Notes to Condensed Financial Statements.

	Exhibits 32.1, 32.2 and 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. Such exhibits shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or Securities Exchange Act of 1934.

Part II.		Other Information
Item 1.		Legal Proceedings
		NONE
Item 1A.		Risk Factors
		No material changes in risk factors as previously disclosed in the Partnership’s Form 10-K.
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds
		NONE
Item 3.		Defaults Upon Senior Securities
		NONE
Item 4.		Mine Safety Disclosures NOT APPLICABLE
Item 5.		Other Information
		NONE
Item 6.		Exhibits

~~31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14 and 15d-14, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)~~Signatures

~~31.2~~Pursuant to ~~Certification~~the requirements of the ~~Chief~~Securities ~~Financial~~Exchange ~~Officer~~Act ~~pursuant~~of to1934, ~~Rule~~the ~~13a-14~~registrant ~~and~~has ~~15d-14,~~duly ascaused ~~adopted~~this ~~pursuant~~report to ~~section~~be ~~302~~signed ofon ~~the~~its ~~Sarbanes-Oxley~~behalf by ~~Act~~the ofundersigned, ~~2002.~~thereunto ~~(filed~~duly ~~herewith)~~authorized.

~~32.1~~WNC HOUSING ~~Section~~TAX ~~1350~~CREDIT ~~Certification~~FUND ofV, ~~the Chief Executive Officer~~L.P., ~~(filed~~SERIES ~~herewith)~~3

~~32.2~~By: WNC ~~Section~~& ~~1350~~ASSOCIATES, ~~Certification of the Chief Financial Officer~~INC. General ~~(filed herewith)~~Partner

~~101 Interactive data files pursuant to Rule 405 of Regulation S-T~~By: ~~(i)~~/s/ ~~the~~Wilfred Condensed Balance Sheets at September 30, 2012 and March 31, 2012, (ii) the Condensed Statements of Operations for the three and six-month periods ended September 30, 2012 and September 30, 2011, (iii) the Condensed Statements of Cash Flows for the six months ended September 30, 2012 and September 30, 2011 and (iv) the Notes to Condensed Financial StatementsN. ~~Exhibits 32.1~~Cooper, 32Jr.2 and 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. Such exhibits shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or Securities Exchange Act of 1934.

6Wilfred N. Cooper, Jr.

~~Pursuant~~President toand ~~the~~Chief ~~requirements~~Executive ofOfficer ~~the Securities Exchange Act~~ of ~~1934,~~WNC ~~the~~& ~~registrant has duly caused this report to be signed on its behalf by the undersigned~~Associates, ~~thereunto duly authorized~~Inc.

~~WNC~~Date: February ~~HOUSING TAX CREDIT FUND V~~13, ~~L.P., SERIES 3~~2013

By: ~~WNC & ASSOCIATES, INC. General Partner By:~~ /s/ ~~Wilfred~~Melanie NR. ~~Cooper, Jr. Wilfred N. Cooper, Jr. President and Chief Executive Officer of WNC & Associates, Inc.~~Wenk

~~Date:~~Melanie R. ~~November 9, 2012~~Wenk

~~By: /s/ Melanie R. Wenk Melanie R. Wenk~~ Vice-President - Chief Financial Officer of WNC & Associates, Inc.

Date: February ~~November 9~~13, ~~2012~~2013

Filing Compare · WNC HOUSING TAX CREDIT FUND V LP SERIES 3