WNC HOUSING TAX CREDIT FUND V LP SERIES 4
8-K/A, 1996-11-26
OPERATORS OF APARTMENT BUILDINGS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 8-K/A

                                 AMENDMENT NO. 1

                                       TO

                                 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 17, 1996


                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
             (Exact name of registrant as specified in its charter)


      California                    33-91136                   33-0707612
(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 7.  Financial Statements and Exhibits

         a.       Financial Statements of Businesses Acquired.

                  Not Applicable.

         b.       Proforma Financial Information

                  Proforma Balance Sheet, September 30, 1996
                  Proforma Statement of Operations For the Period July 1, 1996
                    (date operations commenced) to September 30, 1996
                  Notes to Proforma Financial Statements

         c.       Exhibits

                  10.1     Amended and Restated Agreement of Limited Partnership
                           of Blessed Rock of El Monte
                           (previously filed)

                                       2

<PAGE>
                  WNC HOUSING TAX CREDIT FUND V, L.P., Series 4
                       (A California Limited Partnership)
                        (A Development-Stage Enterprise)
                             PROFORMA BALANCE SHEET
                               September 30, 1996




                                     ASSETS

                                       Historical       Proforma       Proforma
                                         Balance       Adjustments      Balance

Cash                                   $766,107       $1,265,500
                                                        (112,313)    $1,919,294
Subscriptions receivable                450,000                         450,000
Investment in limited partnerships    3,973,325          400,905
                                                         112,313      4,486,543

Other assets                                702                0            702
                                       --------       ----------    -----------
                                     $5,190,134       $1,666,405     $6,856,539
                                    ============      ===========     =========


                        LIABILITIES AND PARTNERS' CAPITAL
                                  LIABILITIES:

Notes payable to limited 
  partnerships                       $2,482,421         $400,905     $2,883,326
Accrued fees and expenses 
 due to general 
 partner and affiliates                  83,373                0         83,373
                                       --------      -----------         ------
                                      2,565,794          400,905      2,966,699
                                    -----------        ---------       ---------


Partners' capital (Note 1):
  General partner                        (3,578)          (2,320)       (5,898)
  Limited partners                    2,627,918        1,267,820      3,895,738
                                     -----------     -----------      ---------
          Total partners' equity      2,624,340        1,265,500      3,889,840
                                     -----------     -----------      ---------

                                     $5,190,134       $1,666,405     $6,856,539
                                   ============        =========      =========

                                  - Unaudited -
             See Accompanying Notes to Proforma Financial Statements
                                      FS-1
<PAGE>



                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4

                       (A California Limited Partnership)
                        (A Development-Stage Enterprise)

                        PROFORMA STATEMENT OF OPERATIONS

             For the Period July 1, 1996 (date operations commenced)
                              to September 30, 1996




                                     Historical      Proforma         Proforma
                                        Balance      Adjustments        Balance

Interest income                          $2,427                         $2,427
                                                                       -------

Operating expense
Amortization                                418                            418
Legal and accounting                         44                             44
                                          -----                           ----

Total operating expense                     462                            462
                                            ---                           ----

Income from operations                    1,965                          1,965

Equity in loss
 of limited partnerships                 (2,040)       (3.200)          (5,240)
                                         -------       -------          -------

Net loss                               $    (75)      $(3.200)         $(3,275)
                                        ========      ========         ========


                                  - Unaudited -
             See Accompanying Notes to Proforma Financial Statements
                                      FS-2
<PAGE>


                  WNC HOUSING TAX CREDIT FUND V, L.P., SERIES 4
                       (A California Limited Partnership)
                        (A Development-Stage Enterprise)
                     NOTES TO PROFORMA FINANCIAL STATEMENTS


NOTE 1 - GENERAL

The  information  contained in the  following  notes to the  proforma  financial
statements 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 V, L.P.,  Series 4 financial  statements  dated
September 30, 1996. WNC Housing Tax Credit Fund V, L.P., Series 4 is referred to
in these notes as the "Partnership."

NOTE 2 - INTRODUCTION TO PROFORMA ADJUSTMENTS

As of  September  30, 1996,  the  Partnership  was admitted as majority  limited
partner in two limited partnerships,  Blessed Rock and Crescent City Apartments.
Subsequent  to  September  30,  1996,  the  Partnership  has  acquired a limited
partnership  interest  in one limited  partnership,  Ogallalla  Apartments.  The
investment commits the Partnership to capital contributions of $400,905.

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  partnership  discussed  above was
acquired at the end of the period presented. The adjustment to cash and partners
equity of $1,265,500  reflects the net proceeds from October 1, 1996 to November
14, 1996 from issuance of 1,600 units of limited  partners  capital  ($1,600,000
less  notes  receivable  of  $102,500  and  commissions  and  offering  costs of
$232,000.) The adjustment of $400,905 reflects the Partnership's  acquisition of
a limited partnership  interest in Ogallalla  Apartments as if the Partnership's
date of  acquisition  was September 30, 1996.  The  adjustment to liabilities of
$400,905 reflects future capital contributions payable. The second adjustment to
investment in limited partnerships and the second adjustment to cash of $112,313
reflects the  acquisition  fee for the  acquisition  of the  identified  limited
partnership.

Blessed Rock and Ogallalla  Apartments were under construction or rehabilitation
during the period  presented  and had no  operations  which  should be reported.
Crescent City Apartments had operations during the period presented prior to the
Partnership's  acquisition of the limited partnership  interest therein (July 1,
1996 to September 25, 1996),  and a proforma loss of $3,200 had been recorded in
the Proforma Statement of Operations.  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 V, L.P., SERIES 4

Date:  November 21, 1996          WNC &  Associates, Inc.,
                                  General Partner

                                  By:      /s/ JOHN B. LESTER, JR.
                                              John B. Lester, Jr.,
                                              President


 
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