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) December 16, 1998
WNC Housing Tax Credit Fund V, L.P., Series 3
(Exact name of registrant as specified in its charter)
California 0-21895 33-6163848
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number Identification Number)
3158 Redhill Avenue, Suite 120, Costa Mesa 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)
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Item 4. Changes in Registrant's Certifying Accountant.
(a)(1) (i) On December 16, 1998, Corbin & Wertz, Irvine, California
was dismissed as the registrant's principal independent
accountant.
(ii) During the last two fiscal years of the registrant the reports
of Corbin & Wertz respecting the financial statements of the
registrant did not contain an adverse opinion or a disclaimer
of opinion, nor were any such reports qualified or modified as
to uncertainty, audit scope, or accounting principles.
(iii) The decision to change accountants was approved by the board
of directors of WNC & Associates, Inc., the general partner of
the registrant.
(iv) During the last two fiscal years and subsequent interim period
of the registrant there were no disagreements between Corbin &
Wertz and the registrant on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure of the nature described in Item
304(a)(1)(iv) of Securities and Exchange Commission Regulation
S-K.
(v) During the last two fiscal years and subsequent interim period
of the registrant there were no reportable events of the
nature described in Item 304(a)(1)(v) of Securities and
Exchange Commission Regulation S-K.
(a)(2) On December 16, 1998, BDO Seidman, LLP, Costa Mesa, California was
engaged as the registrant's principal independent accountant. During
the last two fiscal years and subsequent interim period of the
registrant, the registrant did not consult BDO Seidman, LLP regarding
(i) either, the application of accounting principles to a specified
transaction; or the type of audit opinion that might be rendered on the
registrant's financial statements, or (ii) any matter that was the
subject of a disagreement (as defined in Item 304(a)(1)(iv) of
Securities and Exchange Commission Regulation S-K) or was a
reportable event (as defined in Item 304(a)(1)(v) of Securities and
Exchange Commission Regulation S-K).
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Inapplicable.
(b) Pro forma financial information.
Inapplicable.
(c) Exhibits.
<PAGE>
16.1 Letter re change in certifying accountant (to be filed by
amendment).
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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 V, L.P., Series 3
(Registrant)
Date: December 18, 1998 By: WNC & Associates, Inc.,
General Partner
By: /s/ JOHN B. LESTER, JR. ,
John B. Lester, Jr.,
President
