WNC HOUSING TAX CREDIT FUND V LP SERIES 3
NT 10-Q, 1997-05-16
OPERATORS OF APARTMENT BUILDINGS
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                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

NOTIFICATION OF LATE FILING

                                            SEC FILE NUMBER
                                            0-21895
                                            CUSIP NUMBER
                                            none
(Check One):
|_| Form 10-K and Form 10-KSB
|_| Form 20-F
|_| Form 11-K
|X| Form 10-Q and Form 10-QSB
|_| Form N-SAR
         For Period Ended:  March 31, 1997

|_|  Transition  Report  on Form  10-K |_|  Transition  Report  on Form 20-F |_|
Transition Report on Form 11-K |_| Transition Report on Form 10-Q |_| Transition
Report on Form N-SAR
         For the Transition Period Ended:

     Read Attached  Instruction  Sheet Before  Preparing  Form.  Please Print or
Type.  Nothing in this form shall be construed to imply that the  Commission has
verified any information contained herein.

     If the  notification  relates  to a portion of the  filing  checked  above,
identify the Item(s) to which the notification relates:

Part I--Registrant Information
         Full Name of Registrant
         WNC HOUSING TAX CREDIT FUND V, L.P. - Series 3

         Former Name if Applicable

     Address of Principal  Executive  Office (Street and Number) City, State and
Zip Code

3158 Redhill Avenue, Suite 120, Costa Mesa, CA  92626

Part II--Rules 12b-25 (b) and (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b),the  following should
be completed. (Check box if appropriate)

|X| (a) The  reasons  described  in  reasonable  detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
<PAGE>

|X| (b) The subject annual report,  semi-annual report, transtion report on Form
10-K,  Form 20-F,  11-K or Form N-SAR,  or portion  thereof  will be filed on or
before the  fifteenth  calendar day following  the  prescribed  due date; or the
subject  quarterly report or transition  report on Form 10-Q, or portion thereof
will be filed on or before the fifth  calendar day following the  prescribed due
date; and

|_| (c) The  accountant's  statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.

Part III--Narrative

State below in  reasonable  detail the  reasons  why Form 10-K and Form  10-KSB,
20-F,  11-K, 10-Q and Form 10-QSB,  N-SAR,  or the transition  report or portion
thereof could not be filed within the prescribed period. (Attach Extra Sheets if
Needed)

Information  has not been  received from the limited  partnerships  in which the
registrant has investments.

Part IV--Other Information

     (1) Name and  telephone  number  of  person  to  contact  in regard to this
notification 

Theodore M. Paul (714) 662-5565

     (2) Have all other periodic  reports  required under section 13 or 15(d) of
the Securities  Exchange Act of 1934 or section 30 of the Investment Company Act
of 1940  during the  preceding  12 months or for such  shorter  period  that the
registrant was required to file such report(s) been filed?  If the answer is no,
identify report(s). |_| Yes |X| No

FORM 10K/A dated December 31, 1996

     (3) Is it anticipated that any significant  change in results of operations
from the corresponding  period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof? |_|
Yes |X| No

         If  so:  attach  an  explanation  of  the  anticipated   change,   both
narratively and  quantitatively,  and, if  appropriate,  state the reasons why a
reasonable estimate of the results cannot be made.


<PAGE>



     WNC HOUSING TAX CREDIT FUND V, L.P. - Series 3 has caused this notification
to be signed on its behalf by the undersigned thereunto duly authorized.

WNC HOUSING TAX CREDIT FUND V, L.P. - Series 3

By:  WNC & Associates, Inc.         General Partner



By:   /s/Theodore M. Paul
     ---------------------
Theodore M. Paul  Vice President - Finance

Date: March 31, 1997








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