UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

[ X ]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

         For the fiscal year ended December 31, 1997

                                       OR

         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]


                         Commission File Number 0-15690

                        RESOURCES PENSION SHARES 5, L.P.
             (Exact name of registrant as specified in its charter)

           Delaware                                          13-3353722
 (State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                         Identification No.)


 411 West Putnam Avenue, Greenwich, CT                         06830
 (Address or principal executive offices)                   (Zip Code)

 Registrant's telephone number, including area code       203-862-7444


          Securities registered pursuant to Section 12(b) of the Act:

                                      None

                                (Title of Class)

           Securities registered pursuant to Section 12(g) of the Act:

                      Units of Limited Partnership Interest
                                (Title of Class)

         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  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 if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of the  registrant's  knowledge,  in definitive proxy or information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ X ]
<PAGE>
PART I


Item 1.           Business

General

Resources  Pension  Shares 5, L.P.  (the  "Registrant")  is a  Delaware  limited
partnership  which was  formed on  February  11,  1986 as an  investment  medium
primarily for  tax-exempt  investors.  Registrant  was formed for the purpose of
investing primarily in participating  mortgage loans and, to a lesser extent, in
land  sale-leasebacks  on  improved,  income-producing  commercial  real estate.
Through April 1, 1998,  Disposition  Proceeds (as  hereinafter  defined) must be
reinvested  by Registrant or held as reserves.  Thereafter,  the  Administrative
General Partner may either reinvest or distribute any such Disposition Proceeds.
Due to the substantial  changes which have occurred in the real estate financing
markets  during the last several  years,  none of the mortgage  loans made after
1992 contain  provisions  permitting  Registrant to  participate in the economic
benefits of any  increase in a property's  revenue or value  ("Participations").
Such  mortgage  loans  also do not  provide  for a certain  portion  of the base
interest to accrue and be paid upon maturity of the  respective  mortgage  loan,
upon  sale or  refinancing  of the  property  or after a stated  period of time.
Certain loans made prior to 1993 do contain such features.  The security for any
mortgage loan  investment is intended to consist of  commercial  and  industrial
properties (such as office buildings, shopping centers and industrial buildings)
and, possibly, leasehold interests in properties.

The Investment  General Partner of the Registrant,  Resources  Pension  Advisory
Corp.,  and the  Administrative  General Partner,  Resources  Capital Corp., are
wholly-owned  subsidiaries  of Presidio  Capital Corp.  ("Presidio").  Resources
Pension Advisory Corp. and Resources Capital Corp. were, until November 3, 1994,
wholly-owned  subsidiaries  of  Integrated  Resources  Inc.  ("Integrated").  On
November  3,  1994,  Integrated  consummated  its plan of  reorganization  under
Chapter 11 of the United States Bankruptcy Code, at which time, pursuant to such
plan of reorganization, the newly formed Presidio purchased substantially all of
Integrated's  assets.  The  Associate  General  Partner  is  Presidio  AGP Corp.
("Presidio  AGP"), a Delaware  corporation,  which replaced as Associate General
Partner Richard H. Ader, a former executive officer of Integrated.  Presidio AGP
is also a wholly-owned subsidiary of Presidio.

In  December  1994,  Richard  Ader  notified  Registrant  of his  withdrawal  as
Associate General Partner. The withdrawal became effective,  after 60 days prior
written  notice to Limited  Partners,  on February 28, 1995.  Upon the effective
date of such withdrawal,  Presidio AGP became the Associate General Partner. The
Administrative  General  Partner  is also a general  partner  in  several  other
limited  partnerships which are controlled by Presidio.  (The Investment General
Partner,  Administrative  General Partner and the Associate  General Partner are
hereinafter collectively referred to as the "General Partners.")

Effective with the consummation of Integrated's plan of reorganization, Presidio
entered  into  a  management  and  administrative   agreement  with  Concurrency
Management Corp. ("Concurrency").  Effective January 1, 1996, Wexford Management
Corp. (formerly  Concurrency)  assigned its agreement to provide  administrative
services to Presidio and its subsidiaries to Wexford Management LLC ("Wexford").

On August 28, 1997, an affiliate of NorthStar  Capital Partners  acquired all of
the class B shares of Presidio,  the corporate  parent of the General  Partners.
This  acquisition when aggregated with previous  acquisitions,  caused NorthStar
<PAGE>
Capital  Partners  to acquire  indirect  control  of the  General  Partners.  On
November 2, 1997, the  Administrative  Services  Agreement with Wexford expired.
Pursuant to that agreement  Wexford had the authority to designate  directors of
the General Partners.  Effective  November 3, 1997, Wexford and Presidio entered
into a new Administrative  Services Agreement (the "ASA"),  which expires on May
3,  1998.  Under the  terms of the ASA,  Wexford  will  provide  consulting  and
administrative  services to Presidio and its  affiliates  including  the General
Partners and Registrant.  Presidio also entered into a management agreement with
NorthStar Presidio Management  Company,  LLC ("NorthStar  Presidio").  Under the
terms  of  the  management  agreement,   NorthStar  Presidio  will  provide  the
day-to-day  management of Presidio and its direct and indirect  subsidiaries and
affiliates.

Effective  November 3, 1997,  the  officers  and  employees  of Wexford that had
served as officers  and/or  directors  of the General  Partners  tendered  their
resignation.  On the same date, the Board of Directors of Presidio appointed new
individuals to serve as officers and/or directors of the General Partners.

Registrant had registered  16,000,000 units of limited  partnership  interest at
$10 per interest  (the  "Units") with the  Securities  and Exchange  Commission,
6,000,000  of which were for  Registrant's  Reinvestment  Plan.  On February 12,
1988,  Registrant  terminated its offering of Units,  having raised  $56,907,425
from  approximately  5,800  investors  (including  $699,565  from  Units  issued
pursuant  to the  Reinvestment  Plan).  After the  payment  of a  nonaccountable
expense  reimbursement to the  Administrative  General  Partner,  Registrant had
approximately  $54,238,000,  including evaluation fees and acquisition fees paid
or payable to the Administrative  General Partner,  available for investment and
reserves.
<PAGE>
Mortgage Investments of Registrant

As of December 31, 1997, the Registrant had  investments in six mortgage  loans,
consisting of five first mortgage loans and one wraparound mortgage loan, in the
aggregate original amount of $26,950,000.  The following table sets forth, as of
December 31, 1997, the outstanding mortgage loan investments made by Registrant:
<TABLE>
<CAPTION>
                                                    Mortgage loans as of December 31, 1997
                                ----------------------------------------------------------------------------
                                              Original                                Current       Deferred     
                                Rentable      Mortgage       Date       Maturity     Interest       Interest     
                                Sq. Ft.       Amount (1)     Funded      Date          Rate           Rate      
                                -------       ----------     ------      ----          ----           ----      
<S>                             <C>        <C>                <C>       <C>           <C>            <C>
                                                                                                                    
                                                                                     

   Shopping Centers
   DVL, Inc.                        N/A    $  2,000,000       2/97       2/00          12%              -

   Lucky Supermarket
   Buena Park, California        47,000       2,200,000       5/88       5/05          10.0 % (2)       -

   Avon Marketplace
   Avon, Colorado                70,211       3,750,000       3/93       4/03          8.35%            -   

   Hotel 
   Crowne Plaza Hotel           200,000       6,500,000       10/97     10/00          11%              -
   Cincinnati, Ohio

   Office Buildings
   Bank of California           618,041    8,500,000 (3)      5/88       5/98          7-10.0%       3.0% - 0%
   Seattle, Washington

   Lionmark Corporate
   Center Columbus, Ohio         79,415       4,000,000       6/93       6/03          8.5%             -
                                           ------------

                                           $ 26,950,000
                                           ============
</TABLE>


1.       All of  these  loans  are  first  mortgage  loans  except  the  Bank of
         California, which is a wraparound mortgage loan.

2.       In addition to fixed  interest,  Registrant  is entitled to  contingent
         interest in an amount equal to a percentage of the rent received by the
         borrower from the property  securing the mortgage  above a base amount,
         payable annually, and/or a percentage of the excess of the value of the
         property above a base amount, payable at maturity.

3.       The  wraparound   mortgage  loan  is  in  the  amount  of  $16,500,000,
         $8,500,000  of  which  has  been  funded  by  Registrant.  The  balance
         represents   the   underlying   first   mortgage   financing  to  which
         Registrant's investment is subordinate.
<PAGE>
On December 21, 1992, the Investment  General Partner,  on behalf of Registrant,
foreclosed  on the property  securing the  Garfinkel  Loan. On December 9, 1993,
Registrant  foreclosed on the mortgage  securing the Groton Shopping Center (the
"Groton  Loan").  On September 30, 1997,  Registrant  received a deed-in-lieu of
foreclosure  on  the  property  underlying  the  Xerox  loan  and  is  currently
attempting to secure a sale of the property. See Item 2, "Properties."

On April 10, 1997, Registrant entered into a settlement agreement with the Santa
Ana borrower in which,  among other  things,  the borrower  gave to Registrant a
deed-in-lieu  of  foreclosure  on the property  securing this loan. On April 30,
1997,  Registrant  sold  this  property  for net  proceeds  of  $3,213,908.  See
"Mortgage Transactions and Defaults" below.

On February 28, 1997,  Registrant  funded an additional  promissory  note in the
original  principal  amount of  $2,000,000  on which the  Registrant  received a
partial  prepayment  of  $1,075,000,  a  portion  of which  was  applied  to the
outstanding  principal.  On October 31, 1997, Registrant funded a first mortgage
loan to Oliveye Hotel Limited Partnership in the principal amount of $6,500,000.
In addition, during 1997, Registrant received $8,129,181 in full satisfaction of
the Medford  Village loan. For  additional  information  regarding  Registrant's
mortgage investments see "Mortgage Transactions and Defaults" below.

For the year ended  December 31, 1997,  the Bank of  California  loan  generated
approximately 48% of Registrant's mortgage interest revenue.

Recent Mortgage Transactions and Defaults

Allowance for Loan Losses

Certain of the properties,  as described  below, on which  Registrant made loans
have  experienced  varying degrees of operating or other problems which resulted
in the  establishment  of an  allowance  for loan losses.  For a  discussion  of
Registrant's policy regarding allowances for loan losses, see Item 8, "Financial
Statements and Supplementary Data".

Bank of California, Seattle Loan

Bank of California Loan, in the principal amount of $8,500,000 ("Wrap Loan"), is
secured by, among other things,  the interest of Gum Loong  Limited  Partnership
("Gum Loong") in land (the "Land") located in downtown Seattle,  Washington. The
building  situated  on the Land is  commonly  known  as the  Bank of  California
Building (the "Building").  The Land is subject to a long term ground lease (the
"Ground  Lease").  Concurrently  with the  closing of the Wrap  Loan,  Gum Loong
acquired the lessor's  interest under the Ground Lease and  Continental  Seattle
Partners L.P. ("CSP"), an affiliate of Gum Loong, acquired the lessee's interest
under the Ground Lease and the fee interest in the  Building.  CSP also acquired
the lessor's  interest under a master (net) sublease with the Bank of California
for the entire  Building.  A first  mortgage  on the land  ("Land  Loan") in the
amount  of  $8,000,000  is  held  by  Anchor  National  Life  Insurance  Company
("Anchor"). Under the provisions of the Wrap Loan, Gum Loong is required to make
the payments  required  under both the Land Loan and the Wrap Loan to Registrant
on a monthly basis. Registrant,  in turn, then pays Anchor the amounts due under
the Land Loan on a monthly basis.  The Wrap Loan is secured by a Wraparound Deed
<PAGE>
of Trust dated May 2, 1988 in the amount of $16,500,000  between  Registrant and
Gum Loong.  The Building is encumbered by a loan  ("Building  Loan") between the
Bank of Tokyo Trust Company  (Seattle  Branch) ("BOT") and CSP, in the amount of
$48,000,000, secured by a first mortgage on the Building and a third mortgage on
the Land. This loan is also guaranteed by Gum Loong. Registrant's collateral for
the Wrap Loan is the Land, the Ground Lease, and, subject to the BOT's lien, the
Building.

Registrant received a letter dated April 22, 1993 stating that BOT had commenced
a  foreclosure  action  against CSP for failure to repay the Building Loan which
matured on March 26, 1992. An Option Agreement entered into at the time the Wrap
Loan was made gives BOT the right,  after  commencing a foreclosure  action,  to
exercise an option to  purchase  either (i) the Land Loan and the Wrap Loan from
Anchor and  Registrant  or (ii) the Land from Gum Loong subject to the Land Loan
and the Wrap Loan. On July 9, 1993,  Registrant received notice from BOT that it
intended to exercise the option to purchase the Land.

Gum Loong  did not make  timely  payment  of its  scheduled  July,  August,  and
September 1993  installments on the Wrap Loan.  Registrant  utilized its working
capital  reserves to make the  required  payments on the Land Loan.  On July 20,
1993 and again on August 9, 1993, Registrant notified Gum Loong that an event of
default had  occurred  because of the CSP default on the BOT loan and because of
Gum Loong's failure to make scheduled payments. Both Gum Loong and CSP filed for
bankruptcy  protection in August 1993, staying the exercise by BOT of its option
to purchase the Land.  On September  27, 1993  Registrant,  Anchor and Gum Loong
entered into an Interim Stipulation and Order Concerning Cash Collateral,  which
was approved by the  bankruptcy  court on September 29, 1993. On October 5, 1993
Registrant,  Anchor and Gum Loong entered into a Second Interim  Stipulation and
Order Concerning Cash Collateral,  which was approved by the bankruptcy court on
October 5, 1993.  Since October 1993,  various Cash Collateral  Orders have been
entered into which require Gum Loong to make monthly payments to Registrant. The
September 1993 payment and all monthly contract interest payments due thereafter
under  the Cash  Collateral  Orders  have  been  made,  including  payments  due
subsequent to September 30, 1994. The current Cash Collateral Order requires Gum
Loong to make monthly  payments to  Registrant  through the maturity date of the
loan.

On January 31, 1994, a Proof of Claim was filed in connection with the Gum Loong
Bankruptcy  by  Registrant  as it related to  amounts  due under the  Wraparound
Mortgage,  including  principal,  interest and other  amounts due. On January 6,
1995, a Proof of Claim was filed in  connection  with the CSP  bankruptcy by the
Registrant  for  a  contingent  and  unliquidated  claim  under  the  Wraparound
Mortgage.  Despite the bankruptcy filings by both Gum Loong and CSP,  Registrant
had not reserved for this loan.  Registrant believes that the collateral for the
Wrap Loan, the Land as encumbered by the Ground Lease, is of sufficient value to
realize  the  amount  due under the Wrap Loan.  If BOT  exercises  the option to
purchase the Land,  it will be required as a condition of such  exercise to cure
any defaults by Gum Loong.

On or about January 3, 1995,  the United States Trustee moved to convert the Gum
Loong  Bankruptcy  to a Chapter 7 case,  or to dismiss the Gum Loong case, or to
set a deadline for filing a plan of  reorganization.  This motion was  scheduled
for a hearing on February 3, 1995.  This motion has been  adjourned  pending the
hearing on BOT's proposed disclosure statement and proposed plan. The hearing on
the adequacy of BOT's proposed  disclosure  statement was scheduled for April 6,
1995. The Third Amended Disclosure Statement was approved on May 31, 1995.
<PAGE>
Thereafter,  BOT  sought  confirmation  of  various  amended  plans to which the
Registrant  successfully  objected.  Such plans  included  provisions  that were
adverse to Registrant's interests.  Registrant's objections,  and the Bankruptcy
Court's rulings thereon,  prompted BOT to make various  amendments and revisions
to the proposed plan of reorganization and withdraw various provisions that were
objectionable  to  Registrant.  After  extended  confirmation  hearings on BOT's
proposed plans,  the Bankruptcy Court approved the revised Fifth Amended Plan in
September  1995. As part of the approved plan, in September  1995  approximately
$335,000 was paid to Registrant. This amount consisted of approximately $266,000
of interest  payments due the Registrant which resulted from two missed interest
payments in 1993,  and late  charges and interest  related to these  payments of
approximately $69,000.

The plan calls for, among other things, a Court appointed  liquidating  agent to
manage the building securing  Registrant's loan, and to pay the installments due
under  Registrant's  loan.  The  liquidating  agent is also required to sell the
building  and the  property  by June 1998 in a sale that must be approved by the
Bankruptcy  Court,  and to which  Registrant may object,  or at a court approved
auction  in  which  the  Registrant  could  bid.  If the  property  is sold in a
non-auction  sale,  the  purchaser  can buy  the  building  free  and  clear  by
satisfying Registrant's mortgage indebtedness,  or purchase the property subject
to Registrant's loan.  Registrant has been informed that the agent is attempting
to sell the property. If the building is purchased subject to Registrant's loan,
the  purchaser  will have the right to extend the loan for three  years from the
present maturity date at a rate of 300 basis points over the yield on three year
United States  Treasury notes at that time,  paying  interest only from May 1998
until  the  new  maturity  date.  Such a  purchaser  would  also  have to pay an
extension fee of 60 basis points if it elects the three year extension option.

Medford Village Loan

On July 25, 1995  Registrant  purchased a first  mortgage  loan in the principal
amount  of  $8,612,500  for  approximately  $8,700,000  in cash.  The loan had a
floating  interest rate,  capped at 10%,  based on the Eurodollar  rate for each
quarterly  interest  period  plus 280  basis  points.  The loan was  payable  in
quarterly  installments  of principal and  interest,  maturing on April 22, 1998
with a balloon  payment  of  $7,737,500  plus any  deferred  interest  due.  The
borrower  had the right to two,  one year  extensions  for a fee of $23,500 each
year,  provided the loan to value ratio at the time did not exceed 60%. The loan
was  collateralized  by a guarantee from the borrowers'  principals,  should the
borrower  have  defaulted,  and was secured by a 121,660  square  foot  shopping
center known as Medford Village Outlet Center located in Medford, Minnesota.

On June 30,  1997,  the  Medford  loan was  repaid in its  entirety.  Registrant
received  $8,129,181 of which  $8,000,000  was applied  towards the  outstanding
principal balance of the loan and the remainder was applied to interest.

Santa Ana Loan

Originally,  a $2,600,000  first  mortgage  loan which was secured by a shopping
center located in Santa Ana,  California.  As a result of an economic decline in
the  surrounding  area,  the tenancy at the Santa Ana  Shopping  Center has been
slowly  shifting from  regional,  credit tenants to local,  non-credit  tenants.
Consequently,  although  the cash flow from the  operation of the center had not
declined,  its value has been  eroded  due to the shift in  tenancy.  Management
performed cash flow  projections and analyzed data regarding sales of comparable
centers in order to  estimate  the fair  value of the center for the  purpose of
<PAGE>
valuing the loan. Based upon analysis of the projected cash flow from the center
using a 13%  capitalization  rate and market  comparables  indicating a value of
approximately $78 per square foot, the fair value of the center was estimated to
be approximately $2,500,000. The net carrying value of the loan at September 30,
1996, was $4,047,830,  necessitating  an allowance for loan losses in the amount
of  $1,547,830  which was recorded by the  Registrant  during the quarter  ended
September 30, 1996.  Additionally,  the Registrant  ceased accruing  interest on
this loan.

On April 10, 1997, Registrant entered into a settlement agreement with the Santa
Ana borrower in which,  among other thing,  the  borrower  gave to  Registrant a
deed-in-lieu of foreclosure on the property. A separate entity was formed, Santa
Ana Holding,  LLC, to take title to the property.  Registrant is the sole member
of the entity  and is  entitled  to 100% of all  assets,  distributions  and net
income.  On April 30, 1997,  Registrant  sold this  property for net proceeds of
$3,213,908.  The net  carrying  value of the  Santa  Ana  loan  was  $2,491,962,
necessitating  a recovery of loan losses of $721,946  which was recorded  during
the first quarter of 1997.

DVL Negotiable Promissory Note

On February  28,  1997,  Registrant  funded a  Negotiable  Promissory  Note (the
"Note") to DVL, Inc. ("DVL"), in the principal amount of $2,000,000 at an annual
interest rate of 12% with interest payable monthly.  In addition,  Registrant is
entitled to receive  payments  equal to DVL's excess cash flow (as defined) from
the mortgages underlying DVL's collateral assignment,  which is to be applied as
a reduction  of  principal.  The Note  matures on  February  27, 2000 and may be
pre-paid  during  the first two years  without  penalty.  The Note is secured by
(among  other  things) a  collateral  assignment  of DVL's  interest  in certain
promissory  notes payable to DVL, which in the aggregate  amounted to $4,325,000
as of February 28, 1997.

Oliveye Loan

On October 31, 1997,  Registrant  funded a first  mortgage loan to Oliveye Hotel
Limited  Partnership  in the  principal  amount of  $6,500,000.  The loan has an
annual interest rate of 11% and is payable  monthly.  The loan is secured by the
Crowne Plaza Hotel located in Cincinnati, Ohio, and matures in October, 2000.

Xerox Loan

The Xerox loan was originally a $1,100,000 first mortgage loan which was secured
by an office building located in Arlington,  Texas.  This loan was accounted for
under the investment method.

In March 1997, the Xerox loan matured in accordance with its terms. On September
30, 1997,  Registrant  received a  deed-in-lieu  of  foreclosure on the property
underlying  this  loan.  At that date,  the Xerox  loan had a carrying  value of
$1,100,000 and the underlying  property had an estimated net realizable value of
$1,500,000.  Accordingly,  Registrant  has reduced its  investments  in mortgage
loans by the  carrying  value of the Xerox loan and recorded an addition to real
estate for the fair market value of the underlying  property,  which resulted in
recognition of interest income for amounts previously  deferred in the amount of
$400,000.  A separate entity was formed,  2810 Arlington  Holding,  LLC, to take
title to the  property.  Registrant  is the sole  member  of the  entity  and is
entitled to 100% of all assets,  distributions  and net  income.  Registrant  is
currently attempting to sell this property.
<PAGE>
Competition

To the extent  Registrant  reinvests any funds received from loan  repayments or
property sales, Registrant will be in competition with other companies which are
engaged in the  business of making  loans and selling  properties.  Registrant's
competition would include a large number of lenders, many of whom have resources
substantially larger than those of Registrant.  The principal competitive factor
in  Registrant's  business  is the  effective  rate  charged  for  loans and the
loan-to-value ratio.

In addition,  the properties which secure  Registrant's  mortgage loans may face
competition  from  similar  properties  in  the  vicinity.  To the  extent  such
competition  reduces the gross  revenue from the  operation  of such  properties
and/or  decreases  any  appreciation  in the  value  of  such  properties,  such
competition will reduce any contingent interest otherwise payable to Registrant.

Because  Presidio  (including its affiliates) is the parent of other entities in
addition  to the  General  Partners,  such  General  Partners  are or may become
affiliated  with other entities which are engaged in businesses that are, or may
in the future be, in direct competition with Registrant.

Employees

Registrant does not have any employees. Certain services are currently performed
by the General  Partners  and/or their  affiliates  for Registrant in connection
with the  servicing  of the  Mortgage  Loans  pursuant  to a mortgage  servicing
agreement.  NorthStar  Presidio  currently  performs  accounting,   secretarial,
transfer and administrative  services for Registrant and Registrant pays its pro
rata portion of such services. NorthStar Presidio also performs similar services
for other  affiliates  of the  General  Partners.  See Item 10,  "Directors  and
Executive  Officers of Registrant",  Item 11, "Executive  Compensation" and Item
13, "Certain Relationships and Related Transactions."



Item 2.           Properties

On December 21, 1992,  through a foreclosure  auction,  Registrant  acquired fee
simple title to the  Garfinkel  property by bidding  $3,200,000  of the mortgage
indebtedness owed to it. The Garfinkel property is located in Landover, Maryland
and is part of a regional  shopping center known as Landover Mall. The parcel of
land  comprises  approximately  4.93 acres.  The building is a two-story  retail
facility  consisting  of 93,384  rentable  square  feet of space.  The  building
contains  asbestos-containing  material  and,  on January 27,  1992,  Registrant
received  $450,000 from the former property owner in exchange for a release of a
personal  guarantee  which  obligated  the  owner to  reimburse  Registrant  for
asbestos removal to a maximum of $500,000. During June 1992, $6,950 was paid for
remedial  cleaning in connection  with the asbestos  removal and at December 31,
1997, the unexpended asbestos reserve aggregated  $443,050.  Registrant does not
presently  plan to commence  removal of the asbestos until a purchaser or tenant
for the property is identified.  As of March 1, 1998, Registrant has been unable
to sell or lease the property, and the building remains vacant.
<PAGE>
On December 9, 1993, through a foreclosure, Registrant acquired fee simple title
to the  Groton  Shopping  Center  property.  The  shopping  center is located in
Groton,  Connecticut.  The parcel of land comprises  approximately 17 acres. The
property is a  neighborhood  strip shopping  center  containing a gross leasable
area of 118,938  square feet.  In addition,  the strip center has a parking area
for  approximately  450  automobiles.  As of March 1, 1998, the Groton  Shopping
Center was approximately 77% occupied.  On December 9, 1993,  Registrant entered
into a supervisory  management agreement with Resources  Supervisory  Management
Corp.  ("RSMC"),  also an affiliate of Presidio,  to perform  certain  functions
related to supervising the management of the Groton  property.  As such, RSMC is
entitled to receive as  compensation  the greater of 6% of annual gross revenues
when leasing  services are  performed  or 3% of gross  revenues  when no leasing
services are  performed.  During 1994 RSMC  entered  into an  agreement  with an
unaffiliated  local  management  company to perform  such  services on behalf of
Registrant.  The  terms  of the  agreement  are  substantially  the  same as the
agreement  entered into between  Registrant and RSMC. There was no fee earned by
RSMC for the year ended December 31, 1997.

The Xerox property, located in Arlington, Texas, was acquired via a deed-in-lieu
of  foreclosure  on September  30, 1997.  The property has been  recorded at its
estimated  net  realizable  value of  $1,500,000  at such  date.  Registrant  is
currently attempting to sell this property.



Item 3.           Legal Proceedings

For a discussion of Legal  Proceedings,  see Item 8,  "Financial  Statements and
Supplementary  Data", Note 8, ("Commitments and Contingencies") to the Financial
Statements.



Item 4.           Submission of Matters to a Vote of Security Holders

None.
<PAGE>
PART II


Item 5.           Market for Registrant's Securities and Related 
                  Security Holder Matters

There is no established public trading market for the Units of Registrant.  From
time to time however,  tender offers have been or are presently  being made. See
Footnote 10 to the Financial Statements.

There are certain restrictions set forth in the Partnership  Agreement which may
limit the ability of a limited  partner to  transfer  Units.  Such  restrictions
could impair the ability of a limited partner to liquidate its investment in the
event of an emergency or any other reason.

As of  March 1,  1998,  there  were  approximately  5,700  limited  partners  of
Registrant, owning an aggregate of 5,690,843 Units.

Distributions per Unit during 1997 and 1996 were as follows:
<TABLE>
<CAPTION>
           Distribution with
        Respect to Quarter Ended            Amount of Distribution Per Unit
        ------------------------            -------------------------------
                                               1997                  1996
<S>                                          <C>                   <C>
   March 31                                  $    .11              $    .11
   June 30                                   $    .11              $    .11
   September 30                              $    .11              $    .11
   December 31                               $    .11              $    .11
</TABLE>

There are no material legal  restrictions  upon  Registrant's  present or future
ability to make  distributions from operations in accordance with the provisions
of  Registrant's  Amended and Restated  Certificate of Limited  Partnership  and
Partnership  Agreement  ("Partnership  Agreement").  The  Partnership  Agreement
requires  that  Disposition  Proceeds  received  through  April 1,  1998 must be
reinvested or held as reserves, but not distributed. For a further discussion of
factors which may affect distributions see Item 7 in Part II of this Form 10-K.
<PAGE>
Item 6.           Selected Financial Data
<TABLE>
<CAPTION>
                                                     Year ended December 31,
                                          (dollars in thousands except per unit amounts)

                           1997              1996               1995              1994             1993
                       ----------        -----------        -----------        -----------     -----------
<S>                    <C>               <C>                <C>                <C>             <C>

 Revenues              $    5,335        $     4,748        $     4,130        $     3,824     $     4,115

 Net Income            $    4,033 (4)    $     1,244 (1)    $       254 (3)    $     1,864     $     1,634 (2)

 Net Income
   Per Unit            $      .70 (4)    $       .22 (1)    $       .04 (3)    $       .32     $       .28 (2)

 Distributions
   Per Unit            $      .44        $       .44        $       .24        $       .28     $       .34

 Total Assets          $   50,793        $    48,916        $    49,731        $    50,607     $    50,491

 Partners' Equity      $   48,451        $    46,947        $    48,232        $    49,358     $    49,103
</TABLE>


(1)       Net of provision for loan losses of $1,547,830 or $.27 per Unit.

(2)       Net of provision for loan losses of $750,000 or $.13 per Unit.

(3)       Net of write-down for impairment of $1,860,000 or $.32 per Unit.

(4)       Net of recovery for loan losses of $721,946 or $.13 per Unit.



Item 7.           Management's Discussion and Analysis of Financial
                  Condition and Results of Operations

Liquidity and Capital Resources

The General  Partners hold a 1% equity interest in Registrant.  However,  at the
inception of Registrant,  the General Partners' equity account was credited with
only the actual capital  contributed in cash,  $1,000.  Registrant's  management
determined  that this  accounting  does not  appropriately  reflect  the Limited
Partners' and the General Partners' relative  participations in Registrant's net
assets,  since it does not reflect the General  Partners' 1% equity  interest in
Registrant. Thus, Registrant has restated its financial statements to reallocate
$541,390 (1% of the gross  proceeds  raised at  Registrant's  formation)  of the
partners' equity to the General Partners' equity account.  This reallocation was
made  as of the  inception  of  Registrant  and  all  periods  presented  in the
financial  statements  have been  restated  to  reflect  the  reallocation.  The
reallocation  has no impact  on  Registrant's  financial  position,  results  of
operations,  cash flows,  distributions to partners,  or the partners' tax basis
capital accounts.
<PAGE>
Registrant's  public  offering  commenced  on May 15,  1986  and  terminated  on
February 12, 1988 generating gross proceeds of $56,907,425,  including  $699,565
through Registrant's  Reinvestment Plan. Registrant initially made ten permanent
investments, consisting of nine first mortgage loans and one wraparound mortgage
loan, in which  Registrant  had funded a total of $49,300,000 or 100% of its net
proceeds  available for investment.  On May 21, 1992 and November 16, 1992 loans
in the original  principal  amounts of $8,200,000 and  $3,800,000,  respectively
were repaid. In addition,  on December 21, 1992 the Investment  General Partner,
on behalf of Registrant  foreclosed on the property securing the Garfinkel Loan.
The original  principal  amount of this loan was $4,850,000.  On March 12, 1993,
Registrant  funded  an  additional  mortgage  loan in the  principal  amount  of
$3,750,000  at an  annual  rate of 8.35%  payable  in  monthly  installments  of
principal and interest.  On June 15, 1993 Registrant funded another new mortgage
loan in the principal  amount of  $4,000,000 at an annual  interest rate of 8.5%
payable in monthly  installments of principal and interest.  On December 9, 1993
the  Investment  General  Partner  on behalf  of  Registrant  foreclosed  on the
shopping  center  securing the Groton loan which was in the  original  principal
amount of  $8,000,000.  On February 2, 1994 the  mortgagor on the 415 East 149th
Street loan  prepaid the entire  amount of such loan.  The  Registrant  received
$4,781,922 of gross proceeds,  consisting of $4,739,540 of principal and $43,382
of interest.  On October 11, 1994 the mortgagor on the 134-140 East Fordham Road
loan prepaid the entire amount of such loan. The Registrant  received $5,238,595
in gross proceeds. In July 1995 Registrant funded an additional mortgage loan in
the  principal  amount of  $8,612,500,  payable  in  quarterly  installments  of
principal and interest at a floating  interest rate based on the Eurodollar plus
280 basis points for the applicable period, capped at 10%.

On June 30,  1997 the  Medford  loan was  prepaid  in its  entirety.  Registrant
received  $8,129,181,  of which  $8,000,000 was applied  toward the  outstanding
principal balance of the loan and the remainder was applied to interest.

On February 28, 1997, Registrant funded the note to DVL, in the principal amount
of $2,000,000, at an annual interest rate of 12%, with interest payable monthly.
In addition,  Registrant is entitled to receive  payments  equal to DVL's excess
cash  flow  (as  defined)  from  the  mortgages   underlying   DVL's  collateral
assignment, which is to be applied as a reduction of principal. The Note matures
on  February  27, 2000 and may be  pre-paid  during the first two years  without
penalty. The Note is secured by (among other things) a collateral  assignment of
DVL's interest in certain promissory notes payable to DVL.

On July 30, 1997, DVL sold one of the properties underlying the promissory notes
and made a $1,075,000  prepayment of the Note.  Approximately  $1,032,000 of the
prepayment  was  applied  toward  the  principal  balance  of the  Note  and the
remainder was applied to interest and a yield maintenance fee.

On April 10, 1997, Registrant entered into a settlement agreement with the Santa
Ana  borrower in which,  among other  things,  the  borrower  gave  Registrant a
deed-in-lieu of foreclosure on the property.  On April 30, 1997, Registrant sold
this  property for net  proceeds of  $3,213,908.  The net carrying  value of the
Santa Ana loan at that time was  $2,491,962,  necessitating  a recovery  of loan
loss of $721,946 which was recorded in the first quarter of 1997.

In March 1997, the Xerox loan matured. On September 30, 1997 Registrant received
a  deed-in-lieu  of foreclosure  on the property  underlying  this loan. At that
date,  the Xerox  loan had a carrying  value of  $1,100,000  and the  underlying
property had an  estimated  net  realizable  value of  $1,500,000.  Accordingly,
Registrant  has reduced its  investments in mortgage loans by the carrying value
of the Xerox loan and recorded an addition to real estate for the  estimated net
realizable value of the underlying property.
<PAGE>
On October 31, 1997,  Registrant  funded a first  mortgage loan to Oliveye Hotel
Limited  Partnership,  in the principal  amount of $6,500,000.  This loan has an
annual interest rate of 11% and is payable  monthly.  The loan is secured by the
Crowne Plaza Hotel located in Cincinnati, Ohio, and matures in October, 2000.

As of December 31, 1997,  Registrant  has funded an aggregate of  $26,950,000 to
the mortgagors in six mortgage loans which are  outstanding,  consisting of five
first mortgage loans and one wraparound mortgage loan.

Previously,  the Bank of  California,  Seattle  wraparound  mortgage loan was in
default.  See Item 1  "Business  Mortgage  Transactions  and  Defaults - Bank of
California,  Seattle  Loan."  The  borrower  is  currently  making  payments  to
Registrant on the Wrap Loan sufficient to make payments on the Land Loan.

If  necessary,  Registrant  has the  right to  establish  reserves  either  from
disposition proceeds or from cash flow.

For the year ended  December  31, 1997 as compared to 1996,  cash  distributions
were   consistent.   At  December  31,  1997,   working  capital  reserves  were
approximately   $14,700,000.   This  represents  an  increase  of  approximately
$5,400,000 from December 31, 1996 primarily as a result of placing undistributed
cash flow from operations  into working capital  reserves and as a result of the
payoffs of the Medford,  Santa Ana and DVL loans only  partially  off set by the
funding of the balance of the DVL and the Crowne Plaza loan.

Currently,  the foreclosed property which formerly secured the Garfinkel Loan is
vacant.  Funds  which  are  necessary  to lease up the  property  and to  remedy
deferred  maintenance  conditions at the  Garfinkel's  property will be supplied
from Registrant's working capital reserves.  In addition,  Registrant might need
to expend  funds for capital  improvements  and leasing of the  property.  These
funds may be expended from working capital reserves.  Registrant currently holds
working  capital  reserves in short term  investments,  at rates which are lower
than the returns previously earned on the loans that have been repaid. If excess
working  capital is  ultimately  invested in new loans,  these  investments  are
likely to be at lower  rates than  previous  investments  due to current  market
conditions.  Loan proceeds are required, as per the Partnership agreement, to be
either  reinvested or held in working capital  reserves until April 1998,  after
which time the  Partnership  may  distribute,  reinvest or hold such proceeds in
working capital reserves.


Real Estate Market

The real  estate  market  has begun to  recover  from the  effects of the recent
recession  which included a substantial  decline in the market value of existing
properties.  However,  high vacancy rates continue to exist in many areas.  As a
result, Registrant's potential for realizing the full value of its investment in
mortgages is at increased risk.

Allowance for Loan Losses and Write-Down for Impairment

A provision for loan losses is established based upon a quarterly review of each
mortgage loan and property in  Registrant's  portfolio.  Real estate property is
carried at the lower of cost or net realizable  value. In performing its review,
management  considers  the  estimated  net  realizable  value of the property or
collateral as well as other factors,  such as the current occupancy,  the amount
and  status of senior  debt,  if any,  the  prospect  for the  property  and the
economic  situation in the region  where the  property is located.  Because this
<PAGE>
determination  of net  realizable  value is based  upon  projections  of  future
economic events which are inherently subjective, the amounts ultimately realized
at disposition may differ  materially from the carrying value as of December 31,
1997.   Registrant   recorded   (recoveries),   provisions  and  write-downs  of
$(721,946),  $1,547,830  and  $1,860,000  for the years ended December 31, 1997,
1996 and 1995, respectively, as follows:

As a result of an economic  decline in the surrounding  area, the tenancy at the
Santa Ana Shopping Center has been slowly shifting from regional, credit tenants
to local,  non-credit  tenants.  Consequently,  although  the cash flow from the
operation of the center had not  declined,  its value has been eroded due to the
shift in tenancy.  Management  performed cash flow projections and analyzed data
regarding sales of comparable centers in order to estimate the fair value of the
center for the purpose of valuing the loan. Based upon analysis of the projected
cash flow from the center using a 13% capitalization rate and market comparables
indicating a value of  approximately  $78 per square foot, the fair value of the
center was estimated to be approximately  $2,500,000.  The net carrying value of
the loan at September 30, 1996, was $4,047,830,  necessitating  an allowance for
loan losses in the amount of $1,547,830 which was recorded by Registrant  during
the quarter ended September 30, 1996.  Additionally,  Registrant ceased accruing
interest on this loan as of this date.

On April 10, 1997, Registrant entered into a settlement agreement with the Santa
Ana borrower in which,  among other thing,  the  borrower  gave to  Registrant a
deed-in-lieu of foreclosure on the property. A separate entity was formed, Santa
Ana Holding,  LLC, to take title to the property.  Registrant is the sole member
of the entity  and is  entitled  to 100% of all  assets,  distributions  and net
income.  On April 30, 1997,  Registrant  sold this  property for net proceeds of
$3,213,908.  The net  carrying  value of the  Santa  Ana  loan  was  $2,491,962,
necessitating  a recovery of loan losses of $721,946  which was recorded  during
the first quarter of 1997.

Occupancy at the Groton Shopping Center ("Groton") declined from 82% at the time
of foreclosure to 69% at March 1, 1995. The  anticipated  lease-up of the vacant
space had not occurred as of March 31, 1995 resulting in lower than  anticipated
net operating  income.  In addition,  Management was investigating the potential
cost to correct certain  environmental  violations at the shopping center.  As a
result  Groton  would not likely  realize its  carrying  value at March 31, 1995
prior  to  the  establishment  of  a  provision  for  impairment.  Consequently,
management  recorded a  write-down  for  impairment  on the  shopping  center of
$1,860,000 at March 31, 1995.

Provisions  and  write-downs   are  inherently   subjective  and  are  based  on
management's best estimate of current  conditions and assumptions about expected
future  conditions.   Registrant  may  provide  for  additional  provisions  and
write-downs in subsequent years which could be material.

Year 2000

Costs  associated  with the year 2000  conversion  are not  expected to have any
impact on Registrant's operations.
<PAGE>
Results of Operations

1997 vs. 1996

Net income  increased for the year ended  December 31, 1997 compared to the same
period in the prior year.  The increase is primarily due to the recovery of loan
loss  related  to the  Santa Ana loan  during  1997 in the  amount of  $721,946,
compared to a provision  for loan losses  recorded  during 1996 in the amount of
$1,547,830 and an increase in mortgage interest income due to the Xerox Loan.

Revenues increased primarily due to an increase in short-term investment income,
mortgage  interest income and operating income partially offset by a decrease in
other income.  Short-term investment income increased due to an increase in cash
and cash  equivalents  available for short-term  investments.  Operating  income
increased  primarily due to the income  generated from the Xerox property during
1997.  Mortgage  interest  income  increased  as a result  of  recording  of the
interest income relating to the Xerox Loan. Other income decreased  primarily as
a result legal  reimbursement  related to the Bank of California  loan which was
recorded in 1996.

Costs and expenses decreased primarily due to the recovery of loan loss recorded
on the Santa Ana loan in 1997  compared  with a provision for loan loss recorded
in 1996,  as well as  decreases  in general  and  administrative  expenses,  and
mortgage  servicing fees partially offset by an increase in operating  expenses.
General and  administrative  expenses  decreased  primarily due to a decrease in
payroll  costs.  Mortgage  servicing fees decreased as a result of a decrease in
the principal  balance of loans  outstanding in 1997, on which the fee is based.
Operating  expenses  increased as a result of the addition of the Xerox property
and the expenses related to it.

1996 vs. 1995

Net income  increased for the year ended  December 31, 1996 when compared to the
same period in 1995.  The  increase  was due to an  increase  in revenues  and a
decrease in expenses.

The increase in revenues for the year ended  December 31, 1996 was primarily due
to an increase in mortgage interest income and other income, partially offset by
a decrease in short term investment  income.  Mortgage interest income increased
as a result of additional  interest  income earned on the Medford loan which was
funded in July 1995.  Other income  increased due to the  reimbursement of legal
expenses  related to the Bank of California loan in 1996.  Short term investment
income decreased as a result of decreased  interest rates and decreased  working
capital reserves as a result of funding the Medford loan.

The  decrease in costs and  expenses  for the year ended  December  31, 1996 was
primarily a result of a decrease in the  provision for loan losses when compared
to the  write-down  for impairment in the same period of 1995, and a decrease in
general  and  administrative  expenses.   General  and  administrative  expenses
decreased  primarily as a result of a decrease in legal fees related to the Bank
of California loan.

Inflation

Inflation has not had a material effect on Registrant's operations and financial
position  during the last  three  years and is not  expected  to have a material
effect in the future.  However,  prolonged  periods of low or no inflation could
result in low  levels of  interest  rates  which  could  result  in  certain  of
Registrant's  loans being  prepaid  prior to maturity and  Registrant  receiving
decreased revenues on any reinvestment of such funds.
<PAGE>
Legal Proceedings

HEP Action

On or about May 11,  1993,  three  public  real  estate  partnerships  (the "HEP
Partnerships")  including High Equity  Partners,  L.P. - Series 86, in which the
Administrative  General Partner is also a General  Partner,  were advised of the
existence of an action (the "HEP  Action")  filed in the Superior  Court for the
State of California for the County of Los Angeles, by Mark Erwin,  Trustee, Mark
Erwin Sales,  Inc. Defined Benefit Plan;  Nancy Cooper,  Trustee of Nancy Cooper
Individual Retirement Account; and Leonard Drescher,  Trustee of Drescher Family
Trust Account  individually  and purportedly on behalf of a class  consisting of
all of the purchasers of limited  partnership  interests in the HEP Partnerships
(the  "Plaintiffs").  The HEP  Action  names as  defendants  the  Administrative
General Partner and several  individuals who are general  partners of the former
Associate General Partner, among others.

On November 30, 1995,  the original  plaintiffs and the  intervening  plaintiffs
filed a  Consolidated  Class  and  Derivative  Action  Complaint  ("Consolidated
Complaint") against the General Partners of the HEP Partnerships alleging, among
other things, breach of fiduciary duties, breach of contract, and negligence.

On or about  January  31,  1996,  the  parties to the HEP Action  agreed  upon a
revised  settlement,   which  would  be  significantly  more  favorable  to  the
Plaintiffs  than the  previously  proposed  settlement.  The revised  settlement
proposal,  like the previous  proposal,  involves the  reorganization of the HEP
Partnerships.  Upon the effectuation of the revised  settlement,  the HEP Action
would be dismissed with prejudice.

On July 18, 1996, the Court preliminarily  approved the revised  settlement.  In
August  1996,  the Court  approved the form and method of notice  regarding  the
revised settlement which was sent to the HEP limited partners.

Only approximately 2.5% of the limited partners of the HEP Partnerships  elected
to "opt out" of the revised settlement.  Despite this,  following the submission
of additional  briefs,  the Court entered an order on January 14, 1997 rejecting
the  revised  settlement  and  concluding  that  there had not been an  adequate
showing that the settlement was fair and reasonable.  Thereafter, the Plaintiffs
filed a motion  seeking to have the Court  reconsider  its order.  However,  the
defendants  withdrew  the revised  settlement  and at a hearing on February  24,
1997,  the Court denied the  Plaintiffs'  motion.  Also at the February 24, 1997
hearing,  the Court  granted the request of one of the  Plaintiffs'  law firm to
withdraw as class counsel.

Thereafter, in June 1997, the Plaintiffs again amended their complaint ("Amended
Complaint").  The Amended Complaint asserts substantially the same claims as the
Consolidated  Complaint,  except that it no longer contains causes of action for
fraud, except on behalf of the two original  Plaintiffs,  or for negligence.  In
February  1998,  the Court  certified  three  Plaintiffs  classes  consisting of
current unit holders in each of the three HEP  Partnerships.  On March 11, 1998,
the Court  stayed  the action  through  June 30,  1998 to permit the  parties to
engage in renewed settlement discussions.

In  the  event  that  there  is no  settlement  of  the  remaining  claims,  the
Administrative  General  Partner  intends to vigorously  contest such claims and
have, along with the other defendants,  previously filed a motion to dismiss the
HEP Action, which is currently pending before the Superior Court. It is
<PAGE>
impossible  at this time to predict  what the defense of this  lawsuit will cost
the Administrative General Partner and whether such costs could adversely effect
the  Administrative  General  Partners'  ability to perform its  obligations  to
Registrant.

Everest Litigation

On February 6, 1998, Everest Investors 8, LLC ("Everest") commenced an action in
the  Superior  Court of the state of  California  for the County of Los Angeles,
against,  among others,  the HEP  Partnerships  and Registrant,  and the general
partners of each of the  Partnership's.  In the action,  Everest alleged,  among
other  things,  that the  Partnerships  and the general  partners  breached  the
provisions  of the  applicable  partnership  agreements by refusing to recognize
transfers to Everest of limited partnership units purportedly  acquired pursuant
to tender  offers that had been made by Everest (the  "Everest  Tender  Units").
Everest sought  injunctive relief (i) directing the recognition of the transfers
to Everest of the Everest Tender Units and the admission of Everest as a limited
partner  with  respect  to the  Everest  Tender  Units  and (ii)  enjoining  the
transfers of the Everest Tender Units to any other party. Everest seeks damages,
including  punitive  damages,  for alleged  breach of contract,  defamation  and
intentional  interference  with  contractual  relations.  Everest's motion for a
temporary  restraining  order was  denied on  February  6,  1998.  A hearing  on
Everest's  application  for a  preliminary  injunction  had been  scheduled  for
February 26; however,  on February 20, 1998, Everest asked the Court to take its
application off the calendar.  Merits discovery has commenced.  The Partnerships
and the general  partners  believe that  Everest's  claims are without merit and
intend to vigorously contest the action.

On March 27, 1998,  Everest  commenced an action in the United  States  District
Court for the Central District of California against,  among others, the general
partners of the Registrant and of the HEP partnerships.  In the action,  Everest
alleged,  among other  things,  various  violations  of the Williams Act Section
14(d) of the  Securities  Exchange  Act of 1934 in  connection  with the general
partners' refusal to recognize transfers to Everest of limited partnership units
purportedly  acquired pursuant to the Everest tender offers and the letters sent
by the general  partners to the limited  partners  advising  them of the general
partners'  determination  that the Everest  tender  offers  violated  applicable
securities  laws. The general partners believe that Everest's claims are without
merit and intend to vigorously contest the action.

<PAGE>
Item 8.           Financial Statements and Supplementary Data


                        RESOURCES PENSION SHARES 5, L.P.

                              FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

                                      INDEX

                                                                     
                                                                     

Independent Auditor's Report                                         

Financial statements - Years ended
  December 31, 1997, 1996 and 1995

        Balance sheets                                               

        Statements of income                                         

        Statement of partners' equity                                

        Statements of cash flows                                     

        Notes to financial statements                                

Schedule:

    II  - Valuation and Qualifying Accounts                          

    III - Real Estate and Accumulated Depreciation                   

All other  schedules  have been  omitted  because they are  inapplicable  or the
information is included in the financial statements or notes thereto.
<PAGE>
To the Partners
Resources Pension Shares 5, L.P.
Greenwich, Connecticut


                          INDEPENDENT AUDITOR'S REPORT

We have audited the accompanying  balance sheets of Resources  Pension Shares 5,
L.P. (a limited  partnership)  as of December 31, 1997 and 1996, and the related
statements  of  income,  partners'  equity  and cash flows for each of the three
years in the period  ended  December  31,  1997.  Our audits also  included  the
financial  statement  schedules  listed  in the  Index  at  Item  14(a)2.  These
financial statements and financial statement schedules are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on the
financial statements and financial statement schedules based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Resources  Pension Shares 5,
L.P. as of December 31, 1997 and 1996, and the results of its operations and its
cash flows for each of the three years in the period ended  December 31, 1997 in
conformity with generally accepted accounting principles.  Also, in our opinion,
such financial  statement  schedules,  when  considered in relation to the basic
financial  statements taken as a whole,  present fairly in all material respects
the information set forth therein.




/s/Hays & Company
-----------------
Hays & Company



February 16, 1998, except for Note 10 which 
is dated March 3, 1998.
New York, New York
<PAGE>
<TABLE>
<CAPTION>
                                          RESOURCES PENSION SHARES 5, L.P.

                                                   BALANCE SHEETS


                                                                                December 31,
                                                                        ---------------------------
                                                                            1997            1996
                                                                        -----------     -----------
<S>                                                                     <C>             <C>
ASSETS

     Investments in mortgage loans (net of allowance for loan
        losses of $1,547,830 at December 31, 1996) ................     $25,448,823     $30,255,687
     Cash and cash equivalents ....................................      15,725,616      10,375,892
     Real estate - net ............................................       9,232,074       7,777,158
     Other assets .................................................         181,635         154,030
     Interest receivable - mortgage loans .........................         126,512         306,101
     Interest receivable - other ..................................          78,593          46,886
                                                                        -----------     -----------

                                                                        $50,793,253     $48,915,754
                                                                        ===========     ===========

LIABILITIES AND PARTNERS' EQUITY

Liabilities
     Accounts payable and accrued expenses ........................     $   779,912     $   668,794
     Distributions payable ........................................         632,316         632,316
     Other liabilities ............................................         608,438         443,050
     Due to affiliates ............................................         321,525         224,716
                                                                        -----------     -----------

        Total liabilities .........................................       2,342,191       1,968,876
                                                                        -----------     -----------

Commitments and contingencies (Notes 3, 4, 5, 8 and 10)

Partners' equity
     Limited partners' equity (as restated) (5,690,843 units issued
        and outstanding) ..........................................      47,966,562      46,477,419
     General partners' equity (as restated) .......................         484,500         469,459
                                                                        -----------     -----------

        Total partners' equity ....................................      48,451,062      46,946,878
                                                                        -----------     -----------

                                                                        $50,793,253     $48,915,754
                                                                        ===========     ===========
</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
                               RESOURCES PENSION SHARES 5, L.P.

                                     STATEMENTS OF INCOME

                                                             Year ended December 31,
                                                 --------------------------------------------
                                                     1997             1996            1995
                                                 -----------      -----------     -----------
<S>                                              <C>              <C>             <C>
Revenues
     Mortgage loans interest income ........     $ 3,267,488      $ 3,050,689     $ 2,485,841
     Operating income - real estate ........       1,191,478          979,454         756,471
     Short term investment interest ........         757,945          459,974         779,837
     Other income ..........................         118,139          251,964         104,427
     Additional contingent interest ........            --              6,000           3,366
                                                 -----------      -----------     -----------

                                                   5,335,050        4,748,081       4,129,942
                                                 -----------      -----------     -----------
Costs and expenses
     (Recovery of) provision for loan losses        (721,946)       1,547,830            --
     Management fees .......................         847,690          775,060         736,256
     Operating expenses - real estate ......         654,978          553,598         575,442
     Depreciation and amortization expense .         234,259          209,047         189,292
     General and administrative expenses ...         160,296          286,180         402,836
     Mortgage servicing fees ...............          65,122           76,184          64,149
     Property management fees ..............          61,203           55,920          48,241
     Write-down for impairment .............            --               --         1,860,000
                                                 -----------      -----------     -----------

                                                   1,301,602        3,503,819       3,876,216
                                                 -----------      -----------     -----------

Net income .................................     $ 4,033,448      $ 1,244,262     $   253,726
                                                 ===========      ===========     ===========

Net income attributable to
     Limited partners ......................     $ 3,993,114      $ 1,231,819     $   251,189
     General partners ......................          40,334           12,443           2,537
                                                 -----------      -----------     -----------

                                                 $ 4,033,448      $ 1,244,262     $   253,726
                                                 ===========      ===========     ===========

Net income per unit of limited partnership
     interest (5,690,843 units outstanding)      $       .70      $       .22     $       .04
                                                 ===========      ===========     ===========

</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
                               RESOURCES PENSION SHARES 5, L.P.

                                 STATEMENT OF PARTNERS' EQUITY

                         YEARS ENDED DECEMBER 31, 1995, 1996 AND 1997




                                                   General         Limited            Total
                                                  Partners'        Partners'         Partners'
                                                   Equity            Equity           Equity
<S>                                           <C>               <C>               <C>
Balance, January 1, 1995 ................     $    (47,823)     $ 49,405,575      $ 49,357,752

Reallocation of partners' equity (Note 7)          541,390          (541,390)             --
                                              ------------      ------------      ------------

Balance, January 1, 1995 (as restated) ..          493,567        48,864,185        49,357,752

Net income - 1995 .......................            2,537           251,189           253,726

Distributions to partners
     ($.24 per limited partnership unit)           (13,796)       (1,365,803)       (1,379,599)
                                              ------------      ------------      ------------

Balance, December 31, 1995 (as restated)           482,308        47,749,571        48,231,879

Net income - 1996 .......................           12,443         1,231,819         1,244,262

Distributions to partners
     ($.44 per limited partnership unit)           (25,292)       (2,503,971)       (2,529,263)
                                              ------------      ------------      ------------

Balance, December 31, 1996 (as restated)           469,459        46,477,419        46,946,878

Net income - 1997 .......................           40,334         3,993,114         4,033,448

Distributions to partners
     ($.44 per limited partnership unit)           (25,293)       (2,503,971)       (2,529,264)
                                              ------------      ------------      ------------

Balance, December 31, 1997 ..............     $    484,500      $ 47,966,562      $ 48,451,062
                                              ============      ============      ============

</TABLE>
See notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>
                                          RESOURCES PENSION SHARES 5, L.P.

                                              STATEMENTS OF CASH FLOWS


                                                                           Year ended December 31,
 INCREASE (DECREASE) IN CASH AND                              ------------------------------------------------
 CASH EQUIVALENTS                                                  1997              1996              1995
                                                              ------------      ------------      ------------
<S>                                                           <C>               <C>               <C>
Cash flows from operating activities
     Net income .........................................     $  4,033,448      $  1,244,262      $    253,726
     Adjustments to reconcile net income to net
        cash provided by operating activities
            (Recovery of) provision for loan losses .....         (721,946)        1,547,830              --
            Write-down for impairment ...................             --                --           1,860,000
            Depreciation and amortization expense .......          234,259           209,077           189,292
            Interest earned on Xerox loan ...............         (400,000)             --                --
            Amortization of origination and
            acquisition fees ............................          119,919           127,705            92,084
            Deferred interest receivable ................             --             (75,463)         (141,637)
            Stepped lease rentals .......................          (63,245)          (18,510)             --
     Changes in assets and liabilities
        Interest receivable .............................          147,882           (46,886)          109,611
        Other assets ....................................            6,437           (52,130)          (14,029)
        Accounts payable and accrued expenses ...........          111,118           216,984            48,314
        Other liabilities ...............................          165,388              --                --
        Due to affiliates ...............................           96,809            22,768           201,948
                                                              ------------      ------------      ------------

                Net cash provided by operating activities        3,730,069         3,175,637         2,599,309
                                                              ------------      ------------      ------------
Cash flows from investing activities
     Investments in mortgage loans ......................       (8,500,000)             --          (8,746,181)
     Mortgage loan repayments received ..................       12,695,141           397,167           130,706
     Loan origination fees received .....................          113,750              --                --
     Additions to real estate ...........................         (159,972)          (90,488)         (275,467)
                                                              ------------      ------------      ------------

                Net cash provided by (used in)
                  investing activities ..................        4,148,919           306,679        (8,890,942)
                                                              ------------      ------------      ------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                          RESOURCES PENSION SHARES 5, L.P.

                                              STATEMENTS OF CASH FLOWS


                                                                           Year ended December 31,
                                                              ------------------------------------------------
                                                                   1997              1996              1995
                                                              ------------      ------------      ------------
<S>                                                           <C>               <C>               <C>
Cash flows from financing activities
     Distributions to partners ..........................       (2,529,264)       (2,299,330)       (1,379,599)
                                                              ------------      ------------      ------------

Net increase (decrease) in cash and
     cash equivalents ...................................        5,349,724         1,182,986        (7,671,232)

Cash and cash equivalents, beginning of year ............       10,375,892         9,192,906        16,864,138
                                                              ------------      ------------      ------------

Cash and cash equivalents, end of year ..................     $ 15,725,616      $ 10,375,892      $  9,192,906
                                                              ============      ============      ============
</TABLE>

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
 
On September 30, 1997 the Partnership  received a deed-in-lieu of foreclosure on
the property  underlying the Xerox loan. At that date, the Xerox loan (which was
accounted for under the  investment  method) had a carrying  value of $1,100,000
and  the  property  had  an  estimated  net  realizable   value  of  $1,500,000.
Accordingly,  the  Partnership  has reduced its investments in mortgage loans by
the  carrying  value of the Xerox loan,  recorded an addition to real estate for
the estimated net realizable value of the underlying  property which resulted in
mortgage loan interest income of $400,000.
<PAGE>
                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995


1         ORGANIZATION

         Resources  Pension Shares 5, L.P., a Delaware limited  partnership (the
         "Partnership"),  was formed under the Delaware  Revised Uniform Limited
         Partnership  Act on  February  11,  1986 for the  purpose of  investing
         primarily in participating mortgage loans and, to a lesser extent, land
         sale-leaseback transactions on improved,  income-producing real estate.
         The  Partnership  will  terminate on December 31, 2010,  or sooner,  in
         accordance  with the terms of the Amended  and  Restated  Agreement  of
         Limited Partnership (the "Limited Partnership Agreement").

         The  Partnership  registered  16,000,000  units of limited  partnership
         interests at $10 per unit with the Securities and Exchange  Commission,
         6,000,000 of which were for the  Partnership's  Reinvestment  Plan.  On
         February 12, 1988, the  Partnership  terminated its offering of limited
         partnership units,  having raised $56,907,425 from approximately  5,800
         investors  (including  $699,565 from limited  partnership  units issued
         pursuant   to  the   Reinvestment   Plan).   After  the  payment  of  a
         nonaccountable  expense  reimbursement  to the  Administrative  General
         Partner,  the  Partnership  had  approximately  $54,238,000,  including
         evaluation and acquisition  fees paid or payable to the  Administrative
         General Partner, available for investment and reserves.

         Limited  partners' units were issued at a stated value of $10 per unit.
         A  total  of  5,690,843  units  of  limited  partnership  were  issued,
         including 100 units to the initial  limited  partner,  for an aggregate
         capital contribution of $56,908,426.  The General Partners collectively
         contributed $1,000 to the Partnership.

2         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Investments in mortgage loans

         The  Partnership  accounts for its  investments in mortgage loans under
         the following methods:

         Investment method

               Mortgage loans representing transactions in which the Partnership
               is considered to have  substantially the same risks and potential
               rewards as the borrower are accounted for as  investments in real
               estate  rather  than as  loans.  Although  the  transactions  are
               structured  as loans,  due to the terms of the deferred  interest
               portion of the mortgage loan, it is not readily  determinable  at
               inception  that the borrower  will continue to maintain a minimum
               investment in the property. Under this method of accounting,  the
               Partnership  recognizes  as  revenue  the lesser of the amount of
               interest as  contractually  provided for in the mortgage loan, or
               the pro rata share of the actual cash flow from operations of the
               underlying   property  inclusive  of  depreciation  and  interest
               expense on any senior indebtedness.
<PAGE>
                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

2         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         Interest method

               Under  this  method of  accounting,  the  Partnership  recognizes
               revenue as interest  income over the term of the mortgage loan so
               as to produce a constant periodic rate of return. Interest income
               is not  recognized  as revenue  during  periods  where  there are
               concerns  about the ultimate  realization  of the interest or the
               loan principal.

         Loan origination and acquisition fees

         Fees received and costs  associated  with the funding of mortgage loans
         are included in  investments  in mortgage  loans and amortized over the
         life of the mortgage loan. Amortization is included in interest income.

         Allowance for loan losses

         A  provision  for loan  losses is  established  based upon a  quarterly
         review of each of the mortgage loans in the Partnership's portfolio. In
         performing  this  review,   management   considers  the  estimated  net
         realizable  value of the mortgage  loan or  collateral as well as other
         factors,  such as the current  occupancy,  the amount and status of any
         senior debt, the prospects for the property and the economic  situation
         in the region where the property is located. Because this determination
         of net realizable  value is based upon  projections of future  economic
         events which are inherently subjective, the amounts ultimately realized
         at disposition  may differ  materially  from the carrying value at each
         year end. Accordingly, the Partnership may provide additional losses in
         subsequent years and such provisions could be material.

         Write-down for impairment

         The  Partnership  provides  write-downs  for  impairment  based  upon a
         quarterly  review of the real  estate  in its  portfolio.  Real  estate
         property is carried at the lower of depreciated  cost or estimated fair
         value.  In performing this review,  management  considers the estimated
         fair value of the  property  based upon the  undiscounted  future  cash
         flows,  as well as other factors,  such as the current  occupancy,  the
         prospects  for the property  and the  economic  situation in the region
         where the property is located.  Because this determination of estimated
         fair value is based upon  projections of future  economic  events which
         are  inherently   subjective,   the  amounts  ultimately   realized  at
         disposition may differ  materially from the carrying value at each year
         end. Accordingly,  the Partnership may record additional write-downs in
         subsequent years and such write-downs could be material.
<PAGE>
                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

2         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         Depreciation

         Depreciation on properties acquired by the Partnership as a result of a
         loan default is computed using the straight-line method over the useful
         life of the  property,  which is estimated to be 40 years.  The initial
         cost of property represents the lower of the loan principal or the fair
         market  value of the property at the time of  acquisition.  Repairs and
         maintenance are charged to operations as incurred.

         Financial statements

         The financial  statements  include only those assets,  liabilities  and
         results of operations which relate to the business of the Partnership.

         Cash and cash equivalents

         For the  purpose  of the  statements  of cash  flows,  the  Partnership
         considers all short-term  investments which have original maturities of
         three months or less to be cash equivalents.

         Principally all of the Partnership's cash and cash equivalents are held
         at one financial institution.

         Fair value of financial instruments

         The fair value of financial  instruments  is determined by reference to
         market  data  and  other  valuation  techniques  as  appropriate.   The
         Partnership's  financial  instruments include cash and cash equivalents
         and investments in mortgage loans. Unless otherwise disclosed, the fair
         value of financial instruments approximates their recorded values.

         Net income and distributions per unit of limited partnership interest

         Net income and distributions per unit of limited  partnership  interest
         are computed based upon the number of units outstanding (5,690,843) for
         the year.

         Income taxes

         No provisions have been made for federal, state and local income taxes,
         since they are the personal responsibility of the partners.

         The income tax returns of the Partnership are subject to examination by
         federal,  state and local taxing  authorities.  Such examinations could
         result in adjustments to  Partnership  income or losses,  which changes
         could affect the income tax liability of the individual partners.
<PAGE>
                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

2         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         Recently issued accounting pronouncements

         The Financial  Accounting  Standards  Board has recently issued several
         new accounting pronouncements.  Statement No. 128, "Earnings Per Share"
         established  standards for computing and presenting earnings per share,
         and became  effective  for  financial  statements  for both interim and
         annual  periods  ending after  December 15,  1997.  Statement  No. 129,
         "Disclosure  of  Information  about  Capital   Structure"   established
         standards  for  disclosing   information   about  an  entity's  capital
         structure,  and became  effective for financial  statements for periods
         ending  after  December  15,  1997.   Statement  No.  130,   "Reporting
         Comprehensive  Income" establishes  standards for reporting and display
         of comprehensive income and its components, and is effective for fiscal
         years   beginning   after   December  15,  1997.   Statement  No.  131,
         "Disclosures  about Segments of an Enterprise and Related  Information"
         establishes  standards  for the way that  public  business  enterprises
         report   information  about  operating  segments  in  annual  financial
         statements  and  requires  that  those   enterprises   report  selected
         information  about  operating  segments  in interim  financial  reports
         issued to  shareholders.  It also  establishes  standards  for  related
         disclosures  about products and services,  geographic  areas, and major
         customers,  and is  effective  for  financial  statements  for  periods
         beginning after December 15, 1997.

         Management of the Partnership does not believe that these new standards
         have,  or will have a  material  effect on the  Partnership's  reported
         operating results, per unit amounts, financial position or cash flows.

         Reclassifications

         Certain  reclassifications  have been made to the financial  statements
         shown for the prior  years in order to  conform to the  current  year's
         classifications.

         Estimates

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect  the  reported  amounts  of  assets  and
         liabilities and disclosures 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 differ
         from those estimates.

3         CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES

         The Investment  General Partner of the Partnership,  Resources  Pension
         Advisory  Corp.,  and the  Administrative  General  Partner,  Resources
         Capital Corp., are wholly-owned  subsidiaries of Presidio Capital Corp.
         ("Presidio").  Resources  Pension Advisory and Resources  Capital Corp.
         were, until November 3, 1994,  wholly-owned  subsidiaries of Integrated
<PAGE>
                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

 3         CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES 
          (continued)

         Resources  Inc.,  ("Integrated").   On  November  3,  1994,  Integrated
         consummated its plan of  reorganization  under Chapter 11 of the United
         States  Bankruptcy  Code  at  which  time,  pursuant  to  such  plan of
         reorganization,  the newly formed Presidio purchased  substantially all
         of the assets of Integrated.

         As  of  February  28,  1995,  the  Associate  General  Partner  of  the
         Partnership  is Presidio AGP Corp., a Delaware  corporation  ("Presidio
         AGP"), which replaced Richard H. Ader, formerly an executive officer of
         Integrated.  Presidio AGP is a wholly-owned subsidiary of Presidio. The
         Administrative  General  Partner  is also a general  partner in several
         other limited partnerships which are also affiliated with Presidio, and
         which are engaged in businesses  that are, or may be in the future,  in
         direct  competition  with  the  Partnership.   The  Investment  General
         Partner,  Administrative  General Partner and Associate General Partner
         are collectively referred to as the "General Partners".

         Presidio  controls  the  Partnership  through  its direct and  indirect
         ownership of the General Partners.  On August 28, 1997, an affiliate of
         NorthStar  Capital  Partners  acquired  all of the  Class B  shares  of
         Presidio. This acquisition, when aggregated with previous acquisitions,
         caused  NorthStar  Capital  Partners to acquire indirect control of the
         General Partners.  

         Wexford  Management  Corp.  had been engaged to perform  management and
         administrative  services  for  Presidio  and its  direct  and  indirect
         subsidiaries  as  well  as  the  Partnership  under  an  Administrative
         Services  Agreement.  Wexford  Management  Corp.  was also  engaged  to
         perform  similar  services for other  similar  entities  that may be in
         competition with the Partnership.  Effective  January 1, 1996,  Wexford
         Management Corp.,  formerly Concurrency  Management Corp., assigned its
         agreement  to  provide  administrative  services  to  Presidio  and its
         subsidiaries  to  Wexford   Management  LLC  ("Wexford").   Under  this
         agreement, Wexford also had the authority to designate directors of the
         General Partners.

         On November 2, 1997, the Administrative Services Agreement with Wexford
         expired.  Effective November 3, 1997, Wexford and Presidio entered into
         a new Administrative  Services Agreement (the "ASA"),  which expires on
         May  3,  1998.  Under  the  terms  of the  ASA,  Wexford  will  provide
         consulting and administrative  services to Presidio and its affiliates,
         including  the General  Partners  and the  Partnership.  Presidio  also
         entered into a management  agreement with NorthStar Presidio Management
         Company, LLC ("NorthStar Presidio").  Under the terms of the management
         agreement, NorthStar Presidio will provide the day-to-day management of
         Presidio  and its  direct and  indirect  subsidiaries  and  affiliates.
         During the years  ended  December  31, 1997 and 1996,  amounts  paid to
         Wexford for  administrative  services  rendered amounted to $22,667 and
         $42,545, respectively.
<PAGE>
                         RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

 3         CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES 
          (continued)

         Effective  November 3, 1997, the officers and employees of Wexford that
         had  served  as  officers  and/or  directors  of the  General  Partners
         tendered their resignation. On the same date, the Board of Directors of
         Presidio   appointed  new  individuals  to  serve  as  officers  and/or
         directors of the General Partners.

         Presidio is a liquidating  company.  Although it has no immediate plans
         to do so,  it will  ultimately  seek to  dispose  of the  interests  it
         acquired from Integrated through liquidation,  however, there can be no
         assurance of the timing of such  transaction  or the effect it may have
         on the Partnership.

         For management of the affairs of the  Partnership,  the  Administrative
         General  Partner is entitled to receive a management fee equal to 1.25%
         per annum of the average  month-end net asset value of the  Partnership
         for the first four years after the initial  closing date;  1.5% for the
         next six years; and 1.75% thereafter.  For the years ended December 31,
         1997,  1996  and  1995,  the  Administrative   General  Partner  earned
         $847,690,  $775,060  and  $736,256,  respectively,  for its  management
         services. Amounts due to the Administrative General Partner at December
         31, 1997 and 1996,  for  management  services  amounted to $307,397 and
         $205,670, respectively, and is included in due to affiliates.

         For the  servicing  of  mortgage  loans  made by the  Partnership,  the
         Investment  General Partner is entitled to receive a mortgage servicing
         fee of 1/4 of 1% per annum of the principal balances loaned. During the
         years ended December 31, 1997,  1996 and 1995,  the Investment  General
         Partner earned $65,122, $76,184 and $64,149, respectively, for mortgage
         servicing  fees.  Amounts  due to the  Investment  General  Partner  at
         December 31, 1997 and 1996,  for mortgage  servicing  fees  amounted to
         $14,128  and  $19,046,   respectively,   and  is  included  in  due  to
         affiliates.

         On  December  9,  1993,  the  Partnership  entered  into a  supervisory
         management  agreement  with  Resources  Supervisory   Management  Corp.
         ("RSMC"),  an affiliate  of the General  Partners,  to perform  certain
         functions   relating  to  supervising  the  management  of  the  Groton
         property.  As such, RSMC is entitled to receive as compensation for its
         supervisory  management  services  the  greater  of 6% of annual  gross
         revenues from the Groton  property when leasing  services are performed
         or 3% of gross revenue when no leasing  services are performed.  During
         1994,  RSMC  entered  into  an  agreement  with an  unaffiliated  local
         management   company  to  perform  such   services  on  behalf  of  the
         Partnership.  The terms of this agreement are substantially the same as
         the agreement  entered into between the Partnership and RSMC. There was
         no  supervisory  management  fee  earned  by RSMC for the  years  ended
         December  31,  1997,  1996 and  1995.  Management  fees  earned  by the
         unaffiliated local management company amounted to $61,203,  $55,920 and
         $48,241  for  the  years  ended  December  31,  1997,  1996  and  1995,
         respectively.
<PAGE>
                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

 3         CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES 
          (continued)

         The General Partners  collectively are allocated 1% of net income, loss
         and cash flow distributions of the Partnership.  Such amounts allocated
         or  distributed  to the General  Partners are  apportioned  .98% to the
         Administrative  General Partner, .01% to the Investment General Partner
         and .01% to the Associate General Partner.

         During  1996 and 1997,  an  affiliate  of  Presidio  purchased  536,959
         limited  partnership  units of the  Partnership.  These units represent
         approximately  9.4% of the issued and outstanding  limited  partnership
         units, and entitle the purchaser to approximately  $236,000 and $59,000
         in  distributions  for the  years  ended  December  31,  1997 and 1996,
         respectively.


4         INVESTMENTS IN MORTGAGE LOANS

         As of December 31, 1997, the Partnership  has six outstanding  mortgage
         loans,  consisting  of five  first  mortgage  loans and one  wraparound
         mortgage loan  representing  an aggregate  mortgage  amount advanced of
         $26,950,000.  During  1997,  the  Partnership  was  repaid  its  entire
         outstanding balance on one of its mortgage investments (Medford Village
         Loan);   received  a  property  in  lieu  of   foreclosure   which  was
         subsequently  sold for net  proceeds  of  $3,213,908  (Santa Ana Square
         Loan); acquired a property in lieu of foreclosure which the Partnership
         is presently attempting to sell (Xerox Loan); and funded two additional
         mortgage  loans (DVL Loan and  Oliveye  Loan).  A  discussion  of these
         events,  as well as a description of the  Partnership's  other mortgage
         investments is described below.

         Bank of California Loan

         The Bank of  California  Loan,  in the  original  principal  amount  of
         $8,500,000  ("Wrap  Loan"),  is secured  by,  among other  things,  the
         interest of Gum Loong  Limited  Partnership  ("Gum  Loong") in the land
         located in downtown Seattle,  Washington underlying a building commonly
         known as The Bank of California Building (the "Building").  The land is
         subject to a long term ground lease (the "Ground Lease").  Concurrently
         with the  closing of the Wrap Loan,  Gum Loong  acquired  the  lessor's
         interest under the Ground Lease and Continental Seattle Partners,  L.P.
         ("CSP"),  a  partnership  related to Gum Loong,  acquired  the lessee's
         interest  under  the  Ground  Lease.  CSP also  acquired  the  lessor's
         interest  under a master (net) sublease with The Bank of California for
         a  substantial  portion of the Building.  A first  mortgage on the land
         ("Land Loan") in the principal amount of $8,000,000,  is held by Anchor
         National Life Insurance Company ("Anchor"). Under the provisions of the
         Wrap Loan,  Gum Loong is required to make the payments  required  under
         both the Land  Loan and the Wrap Loan to the  Partnership  on a monthly
         basis. The Partnership, in turn, then pays Anchor the amounts due under
         the Land Loan on a monthly basis.
<PAGE>
                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

4         INVESTMENTS IN MORTGAGE LOANS (continued)

         Bank of California Loan (continued)

         The Wrap  Loan is  secured  by a  Wraparound  Deed of  Trust,  Security
         Agreement,  Financing  Statement and Assignment of Lessor's Interest in
         Ground  Lease dated May 5, 1988 in the amount of  $16,500,000,  between
         the  Partnership  and Gum Loong.  The Building is  encumbered by a loan
         ("Building Loan"), which matured on March 26, 1992, between The Bank of
         Tokyo Trust Company  (Seattle Branch) ("BOT") and CSP, in the principal
         amount of $48,000,000,  secured by a first mortgage on the Building and
         a third  mortgage  on the  land.  This loan is also  guaranteed  by Gum
         Loong. The Partnership's  collateral for the Wrap Loan is the land, the
         lessor's  interest in the Ground Lease and subject to the Ground Lease,
         BOT's lien, the Building, the rents and profit and proceeds therefrom.

         The  Partnership  received a letter dated April 22, 1993,  stating that
         BOT had commenced a foreclosure action against CSP for failure to repay
         the Building Loan which matured on March 26, 1992. An Option  Agreement
         entered  into at the time the Wrap Loan was made  gives BOT the  right,
         after  commencing  a  foreclosure  action,  to  exercise  an  option to
         purchase either (i) the Land Loan and the Wrap Loan from Anchor and the
         Partnership  or (ii) the land from Gum Loong  subject  to the Land Loan
         and the Wrap Loan. On July 9, 1993 the Partnership received notice from
         BOT that it intended to exercise its option to purchase the land.

         Gum Loong did not make timely payments of its scheduled  July,  August,
         and  September  1993 debt  service  on the Wrap Loan.  The  Partnership
         utilized its working capital reserves to make the required  payments on
         the Land  Loan.  On July 20,  1993,  and again on August 9,  1993,  the
         Partnership  notified  Gum Loong that an event of default had  occurred
         because of the CSP  default on the BOT loan and  because of Gum Loong's
         failure to make its  scheduled  payments.  Both Gum Loong and CSP filed
         for  bankruptcy  protection  under  Chapter  11 of  the  United  States
         Bankruptcy Code in August 1993,  staying BOT's  foreclosure  action. On
         September 27, 1993 the  Partnership,  Anchor and Gum Loong entered into
         an Interim Stipulation and Order Concerning Cash Collateral,  which was
         approved by the Bankruptcy  Court on September 29, 1993.  Since October
         1993,  various  Cash  Collateral  Orders  had been  entered  into which
         required Gum Loong to make its monthly payments to the Partnership. The
         September 1993 payment and all monthly contract  interest  payments due
         thereafter under the Cash Collateral Orders have been made. The current
         Cash  Collateral  Order requires Gum Loong to make monthly  payments to
         the Partnership through the maturity date of the loan.

         On January 31, 1994, a Proof of Claim was filed in connection  with the
         Gum Loong  Bankruptcy by the  Partnership  as it relates to amounts due
         under the Wrap Loan,  including  principal,  interest and other amounts
         due. On January 6, 1995, a Proof of Claim was filed in connection  with
         the CSP bankruptcy by the Partnership for a contingent and unliquidated
         claim under the Wrap Loan.  Despite the bankruptcy  filings by both Gum
         Loong and CSP, the  Partnership  has not provided for an allowance  for
         loan loss on this loan.  The  Partnership  believes that the collateral
<PAGE>
                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

4         INVESTMENTS IN MORTGAGE LOANS (continued)

         Bank of California Loan (continued)

         for the Wrap Loan,  the land as encumbered  by the Ground Lease,  is of
         sufficient  value to realize the amount due under the Wrap Loan. If BOT
         exercises  its option to purchase the land,  it will be required,  as a
         condition of such exercise, to cure any defaults by Gum Loong.

         On or about January 3, 1995, the United States Trustee moved to convert
         the Gum Loong  Chapter 11  Bankruptcy  to a Chapter 7 Bankruptcy  or to
         dismiss the Gum Loong Case,  or to set a deadline  for filing a plan of
         reorganization.  This motion was scheduled for a hearing on February 9,
         1995.  This  motion  has been  adjourned  pending  the  hearing  on its
         proposed  disclosure  statement and proposed  plan.  The hearing on the
         adequacy of BOT's  proposed  disclosure  statement was set for April 6,
         1995.  The Third Amended  Disclosure  Statement was approved on May 31,
         1995.

         Thereafter,  BOT sought  confirmation of various amended plans to which
         the Partnership  successfully objected.  Such plans included provisions
         that were adverse to the  Partnership's  interests.  The  Partnership's
         objections, and the Bankruptcy Court's rulings thereon, prompted BOT to
         make  various   amendments  and  revisions  to  its  proposed  plan  of
         reorganization  and withdraw various provisions that were objectionable
         to the  Partnership.  After  extended  confirmation  hearings  on BOT's
         proposed plans, the Bankruptcy Court approved the revised Fifth Amended
         Plan in  September  1995.  As part of the approved  plan,  in September
         1995,  approximately $335,000 was paid to the Partnership.  This amount
         consisted  of  approximately  $266,000  of  interest  payments  due the
         Partnership  which resulted from two missed interest  payments in 1993,
         and  late   charges  and   interest   related  to  these   payments  of
         approximately  $69,000,  which  is  included  in  other  income  in the
         statement of income for the year ended December 31, 1995.

         The approved  plan calls for,  among other things,  a Bankruptcy  Court
         appointed  liquidating  agent to manage the Building  securing the Wrap
         Loan and to pay the installments  due the Partnership.  The liquidating
         agent is also required to sell the Building by June 1998 in a sale that
         must be approved by the Bankruptcy  Court and to which the  Partnership
         may object,  or at a court  approved  auction in which the  Partnership
         could bid. If the property is sold in a non-auction sale, the purchaser
         can buy the  Building by  satisfying  the Wrap Loan,  or  purchase  the
         Building subject to the Wrap Loan. If the Building is purchased subject
         to the Wrap Loan,  the purchaser will have the right to extend the Wrap
         Loan for three  years from the present  maturity  date at a rate of 300
         basis points over the yield on three year United States  Treasury Notes
         at that time, paying interest only from May 1998 until the new maturity
         date.  Such a purchaser  would also have to pay an extension  fee of 60
         basis  points  if  it  elects  the  three  year  extension  option.  In
         connection  with the plan of  reorganization,  in September  1996,  the
         Partnership was reimbursed  $216,000 for legal expenses relating to the
         bankruptcy  which amount is included in the  accompanying  statement of
         income as other income.
<PAGE>
                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

4         INVESTMENTS IN MORTGAGE LOANS (continued)

         Bank of California Loan (continued)

         Management of the Investment  General Partner  estimates the fair value
         of the Wrap Loan to be approximately  $11,800,000 at December 31, 1997.
         Methods and assumptions  used in estimating  fair value  included,  but
         were not  limited to, (i) present  value of expected  cash flows,  (ii)
         current rates for similar issues, (iii) recent transactions for similar
         issues and (iv) market risks.

         Avon Market Center Loan

         On March 19, 1993, the Partnership  funded a first mortgage loan in the
         principal  amount of  $3,750,000  at an annual  interest rate of 8.35%,
         payable in monthly  installments  of principal and interest (based on a
         35-year amortization schedule).  The loan is for a period of ten years,
         may not be  prepaid  during  its first  two  years  and may be  prepaid
         thereafter  without penalty.  The loan does not provide for any accrued
         or  contingent  interest.  The  Partnership  received a  non-refundable
         origination  fee in the amount of $35,500  along with a  non-refundable
         application  fee of $2,000.  The loan is  secured by a shopping  center
         located in Eagle  County,  Colorado  which  consists  of  approximately
         70,211 square feet of net rentable  area and parking for  approximately
         352  automobiles.  The  shopping  center's  major  tenant is a Wal-Mart
         Discount Store which occupies 53,318 square feet of retail space. There
         is also a separate  retail center which  consists of 16,893 square feet
         of retail space.  The shopping center is located in the commercial area
         of the  town  of Avon  which  is  located  close  to  Beaver  Creek,  a
         well-known ski resort. This development serves as a  convenience-center
         for  the  neighboring  communities  as  well  as the  near-by  resorts,
         including Vail.

         Lionmark Corporate Center Loan

         On June 15, 1993, the  Partnership  funded a first mortgage loan in the
         principal  amount of  $4,000,000  at an annual  interest  rate of 8.5%,
         payable in monthly  installments  of principal and interest (based on a
         35-year  amortization  schedule).  The loan is for a 10 year period and
         may not be  prepaid  during  the first  two  years  and may be  prepaid
         thereafter without penalty.  The loan is with recourse to principals of
         the  borrower if at any time the  borrower  files a petition  under the
         United  States  Bankruptcy  Code.  The loan is  secured  by a one story
         campus  type  office/flexible  use  building  which is part of a larger
         office park. The building is located in Columbus,  Ohio and consists of
         approximately  79,000  square feet of net rentable area and parking for
         approximately  357  automobiles.  The office  building's  major tenants
         include Star Bank  Services,  GDE Systems,  Inc. and  TransAmerica.  In
         connection  with  issuing  the  commitment,  the  Partnership  received
         application and commitment fees aggregating $40,000.
<PAGE>
                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

4         INVESTMENTS IN MORTGAGE LOANS (continued)

         DVL Loan

         On February 28, 1997, the  Partnership  funded a Negotiable  Promissory
         Note (the "Note") to DVL,  Inc.  ("DVL"),  in the  principal  amount of
         $2,000,000  at an annual  interest  rate of 12% with  interest  payable
         monthly.  In addition,  the Partnership is entitled to receive payments
         equal  to  DVL's  excess  cash  flow (as  defined)  from the  mortgages
         underlying  DVL's  collateral  assignment,  which is to be applied as a
         reduction of  principal.  The Note matures on February 27, 2000 and may
         be prepaid  during  the first two years.  The Note is secured by (among
         other  things) a  collateral  assignment  of DVL's  interest in certain
         promissory notes payable to DVL.

         On July 30, 1997,  DVL sold one of the  properties  underlying the Note
         and made a  $1,075,000  prepayment  to the  Partnership.  Approximately
         $1,032,000 of the prepayment was applied towards the principal  balance
         of the Note and the remainder was applied to interest.

         Medford Village Loan

         On July 25, 1995,  the  Partnership  purchased a first mortgage loan in
         the principal  amount of  $8,612,500  for  approximately  $8,700,000 in
         cash. In addition,  the Partnership incurred $45,469 of consulting fees
         with  respect to this  loan.  The loan had a  floating  interest  rate,
         capped at 10%, based on the Eurodollar rate for each quarterly interest
         period  plus  280  basis  points.  The loan was  payable  in  quarterly
         installments  of principal  and  interest,  maturing on April 22, 1998,
         with a balloon  payment of $7,737,500,  plus any accrued  interest due.
         The  borrower had the right to two,  one year  extensions  for a fee of
         $23,500 each year, provided the loan to value ratio at the time did not
         exceed  60%.  The  loan  was  collateralized  by a  guarantee  from the
         borrower's  principals,  should the borrower  have  defaulted,  and was
         secured by a 121,660  square foot shopping  center known as the Medford
         Village Outlet Center located in Medford, Minnesota.

         On June 30,  1997,  the Medford  loan was repaid in its  entirety.  The
         Partnership received $8,129,181 of which $8,000,000 was applied towards
         the  principal  balance of the loan and the  remainder  was  applied to
         interest.

         Santa Ana Square Loan

         On March 15, 1988, the Partnership  funded a first mortgage loan in the
         principal  amount of $2,600,000  at an annual  interest rate of 10.91%.
         Payments were due based upon a payment  schedule which required monthly
         payments ranging from $6,250 and increasing to $23,750. Interest, which
         was in  excess  of  amounts  received,  was  deferred  and added to the
         principal balance for purposes of computing interest. This loan matured
         during March 1997.
<PAGE>
                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

4         INVESTMENTS IN MORTGAGE LOANS (continued)

         Santa Ana Square Loan (continued)

         As a result of an economic decline in the surrounding area, the tenancy
         at the  Santa  Ana  Shopping  Center  had  been  slowly  shifting  from
         regional,  credit tenants to local,  non-credit tenants.  Consequently,
         although  the  cash  flow  from the  operation  of the  center  had not
         declined, its value had been eroded due to the shift in tenancy. During
         1996,  management  performed  cash flow  projections  and analyzed data
         regarding  sales of  comparable  centers in order to estimate  the fair
         value of the center for the  purpose  of valuing  the loan.  Based upon
         analysis  of the  projected  cash  flow  from  the  center  using a 13%
         capitalization  rate  and  market  comparables  indicating  a value  of
         approximately  $78 per  square  foot,  the fair value of the center was
         estimated to be approximately $2,500,000. The net carrying value of the
         loan  at  that  time  was  $4,047,830,  necessitating  a  provision  of
         $1,547,830   which  was  recorded  by  the  Partnership   during  1996.
         Additionally, the Partnership ceased accruing interest on this loan.

         On April 10, 1997 the Partnership  entered into a settlement  agreement
         with the Santa Ana borrower in which,  among other things, the borrower
         gave the Partnership a deed-in-lieu  of foreclosure on the property.  A
         separate  entity was formed,  Santa Ana Holding,  LLC, to take title to
         the property.  The  Partnership is the sole member of the entity and is
         entitled to 100% of all assets,  distributions and net income. On April
         30,  1997 the  Partnership  sold  this  property  for net  proceeds  of
         $3,213,908.  The net carrying  value of the Santa Ana loan at that time
         was $2,491,962, necessitating a recovery of loan losses of $721,946.

         Xerox Loan

         The Xerox loan was  originally a $1,100,000  first  mortgage loan which
         was secured by an office building located in Arlington, Texas. In March
         1997, the Xerox loan matured in accordance with its terms. On September
         30, 1997, the Partnership received a deed-in-lieu of foreclosure on the
         property  underlying  this  loan.  At that  date,  the Xerox loan had a
         carrying  value of  $1,100,000  (this loan was  accounted for under the
         investment  method) and the  underlying  property had an estimated  net
         realizable  value  of  $1,500,000.  Accordingly,  the  Partnership  has
         reduced its  investments in mortgage loans by the carrying value of the
         Xerox loan and  recorded an addition to real estate for the fair market
         value of the  underlying  property,  which  resulted in  recognition of
         interest  income  for  amounts  previously  deferred  in the  amount of
         $400,000. A separate entity was formed, 2810 Arlington Holding, LLC, to
         take title to the property.  The  Partnership is the sole member of the
         entity and is  entitled to 100% of all  assets,  distributions  and net
         income. The Partnership is actively attempting to sell this property.
<PAGE>
                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

4         INVESTMENTS IN MORTGAGE LOANS (continued)
 
         Oliveye Loan

         On October 31, 1997,  the  Partnership  funded a first mortgage loan to
         Oliveye  Hotel  Limited   Partnership   in  the  principal   amount  of
         $6,500,000.  The loan has an annual interest rate of 11% and is payable
         monthly.  The loan is  secured  by the Crowne  Plaza  Hotel  located in
         Cincinnati,  Ohio, and matures in October, 2000. In connection with the
         funding  of  this  loan,  the  Partnership  received  $113,750  in loan
         origination fees.
<PAGE>
                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

4         INVESTMENTS IN MORTGAGE LOANS (continued)

         Information with respect to the  Partnership's  investments in mortgage
         loans is summarized below:
<TABLE>
<CAPTION>

                                                                                                      Interest      Contractual 
                                                                                       Mortgage      Recognized      Balance    
                                        Interest Rate                Maturity           Amount        Dec. 31,       Dec. 31,   
           Description           Current %         Accrued %          Date             Advanced         1997         1997 (2)   
           -----------           ---------         ---------          ----             --------         ----         --------   
<S>                            <C>               <C>                <C>              <C>             <C>           <C>          
     Shopping Centers
     Santa Ana Square
       Santa Ana, CA (3)           10.91            1.29 - 0        March 1997       $  2,600,000    $   43,259    $      -     

     Lucky Supermarket
       Buena Park, CA (4)       8.41-10.00          1.82 - 0        May 2005            2,200,000       225,126     2,524,736   

     Avon Market Ctr.
       Avon, CO (3)                8.35                  -          April 2003          3,750,000       305,560     3,647,740   

     Medford Village 
     Outlet Center
       Medford, MN (3)             8.55                  -          April 1998          8,612,500       287,374             -   


     DVL, Inc. (3)                 12.00                 -          February 2000       2,000,000       164,616       746,801   


     Hotel
     Crowne Plaza Hotel (3)
     Cincinnati, Ohio              11.00                 -          October 2000        6,500,000       125,486     6,392,569   


     Office Buildings
     Bank of California
       Seattle, WA (4)         9.36 - 10.24         3.0 - 0          May 1998           8,500,000     1,379,404    16,874,768   

     Xerox
       Arlington, TX (4)           4.55           10.38 - 11.47      March 1997         1,100,000       406,224             -   

     Lionmark Corp. Ctr.
       Columbus, OH (3)             8.5                 -            June 2003          4,000,000       330,439     3,899,057   
                                                                                       -----------   ----------   -----------   

                                                                                      $39,262,500   $ 3,267,488   $34,085,671    
                                                                                      ===========   ===========   ===========   
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                           Carrying      Carrying     
                                            Value          Value      
                                            Dec. 31,      Dec. 31,    
      Description                           1997 (1)      1996 (1)    
      -----------                           --------      --------    
<S>                                     <C>           <C>            
     Shopping Centers                                                 
     Santa Ana Square                                                 
       Santa Ana, CA (3)                $         -      $ 2,495,981     
                                                                      
     Lucky Supermarket                                                
       Buena Park, CA (4)                 2,239,257       2,244,550   
                                                                      
     Avon Market Ctr.                                                 
       Avon, CO (3)                       3,647,740       3,673,112   
                                                                      
     Medford Village                                                  
     Outlet Center                                                    
       Medford, MN (3)                            -       8,239,815   
                                                                      
                                                                      
     DVL, Inc. (3)                          746,801               -   
                                                                      
                                                                      
     Hotel                                                            
     Crowne Plaza Hotel (3)                                           
     Cincinnati, Ohio                     6,392,569               -   
                                                                      
                                                                      
     Office Buildings                                                 
     Bank of California                                               
       Seattle, WA (4)                    8,523,399       8,573,639   
                                                                      
     Xerox                                                            
       Arlington, TX (4)                          -       1,101,872   
                                                                      
     Lionmark Corp. Ctr.                                              
       Columbus, OH (3)                   3,899,057       3,926,718   
                                         ----------     -----------   
                                                                      
                                         25,448,823     $30,255,687   
                                        ===========     ===========   
                                                                      
</TABLE>

       1.  The  carrying  values of the above  mortgage  loans are  inclusive of
           acquisition fees, accrued interest recognized,  loan origination fees
           and allowance for loan losses.
       2.  The  contractual  balance  represents  the original  mortgage  amount
           advanced plus accrued interest calculated in accordance with the loan
           agreements, less principal amortization received.
       3.  These loans are  accounted  for under the  interest  method.  
       4.  These loans are accounted for under the investment method.
<PAGE>
                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

4         INVESTMENTS IN MORTGAGE LOANS (continued)

         A summary of mortgage activity is as follows:
<TABLE>
<CAPTION>


                                            Investment          Interest
                                              Method             Method           Total
                                          ------------      ------------      ------------
<S>                                       <C>               <C>               <C>

Balance, January 1, 1995 ............     $ 12,039,684      $ 11,548,214      $ 23,587,898

Interest recognized .................        1,139,501         1,346,340         2,485,841
Amortization of loan principal ......             --            (130,706)         (130,706)
Investment in mortgage loan .........             --           8,746,181         8,746,181
Cash received inclusive of
  current interest accruals .........       (1,196,328)       (1,239,960)       (2,436,288)
                                          ------------      ------------      ------------

Balance, December 31, 1995 ..........       11,982,857        20,270,069        32,252,926

Interest recognized .................        1,409,349         1,641,340         3,050,689
Amortization of loan principal ......             --            (397,167)         (397,167)
Provision for loan losses ...........             --          (1,547,830)       (1,547,830)
Cash received inclusive of
  current interest accruals .........       (1,472,368)       (1,630,563)       (3,102,931)
                                          ------------      ------------      ------------

Balance, December 31, 1996 ..........       11,919,838        18,335,849        30,255,687

Investments in mortgage loans .......             --           8,500,000         8,500,000
Interest recognized .................        2,010,754         1,256,734         3,267,488
Amortization of loan principal ......             --            (449,565)         (449,565)
Recovery of provision for loan losses             --             721,946           721,946
Loan payoffs/foreclosure ............       (1,500,000)       (3,213,908)       (4,713,908)
Loan origination fees received ......             --            (113,750)         (113,750)
Cash received inclusive of
  current interest accruals .........       (1,667,936)      (10,351,139)      (12,019,075)
                                          ------------      ------------      ------------

Balance, December 31, 1997 ..........     $ 10,762,656      $ 14,686,167      $ 25,448,823
                                          ============      ============      ============

</TABLE>

         Unaudited financial  information for mortgage loans accounted for under
         the investment method,  which exceed 10% of the Partnership's  original
         contributions, is summarized as follows:
<PAGE>
                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995


4        INVESTMENTS IN MORTGAGE LOANS (continued)

         Gum Loong, L.P.

         Due to the bankruptcy filing of Gum Loong,  L.P.,  unaudited  financial
         information  for 1997 and 1996 is not presently  available for The Bank
         of California property.

5         REAL ESTATE - NET

         A summary of the Partnership's real estate is as follows:
<TABLE>
<CAPTION>
                                                  December 31,
                                         ------------------------------
                                              1997              1996
                                         ------------      ------------ 
<S>                                      <C>               <C>
       Land ........................     $  2,202,000      $  1,902,000
       Buildings and improvements ..        7,880,162         6,520,190
                                         ------------      ------------
                                           10,082,162         8,422,190
       Less accumulated depreciation         (850,088)         (645,032)
                                         ------------      ------------

                                         $  9,232,074      $  7,777,158
                                         ============      ============
</TABLE>
         Landover, Maryland

         On December 21, 1992 the Investment  General Partner,  on behalf of the
         Partnership,  foreclosed on the property securing the Garfinkel's loan.
         At the foreclosure  sale, the  Partnership  acquired the property for a
         bid of  $3,200,000.  In addition,  in June 1993, the  Partnership  paid
         $84,404 for costs associated with the foreclosure. Such costs have been
         capitalized  as real estate assets and are being  depreciated  over the
         estimated useful life of the property.

         The  Partnership  paid real estate taxes for this  property  during the
         years ended December 31, 1997,  1996 and 1995 in the amount of $44,024,
         $48,926  and  $49,189,  respectively.  Such  amounts  are  included  in
         operating expenses - real estate in the statements of income.

         On January 27, 1992, the Partnership  received $450,000 from the former
         property  owner in exchange  for a release of a personal  guarantee  in
         which  the  former  property  owner  was  obligated  to  reimburse  the
         Partnership  for  asbestos  removal  up to a maximum of  $500,000.  The
         receipt of these funds was recorded as a liability on the Partnership's
         balance sheet.  During June 1992, $6,950 was paid for remedial cleaning
         in connection  with the asbestos  removal and the  unexpended  asbestos
         reserve aggregated $443,050,  which is included in other liabilities in
         the  accompanying  balance  sheets at December  31, 1997 and 1996.  The
<PAGE>
                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

5         REAL ESTATE - NET (continued)

         Landover, Maryland (continued)

         Partnership does not presently plan to commence removal of the asbestos
         until a purchaser or tenant for the property is identified.

         Additionally,  the owner of the Landover Mall ("Mall Owner"), where the
         property is located,  had requested  reimbursement from the Partnership
         for common area  maintenance  and utility usage charges,  allegedly due
         under certain  agreements made between the former owner of the property
         and Mall Owner, for periods subsequent to the date that the Partnership
         took title to the property.  The Partnership  believed it was obligated
         only for the actual  value of certain  items.  Discussions  between the
         Partnership  and Mall Owner were  on-going as to the exact amount to be
         paid.  However,  the Partnership had provided a liability  (included in
         accounts  payable and  accrued  expenses  in the  accompanying  balance
         sheets) in the amount of $672,329 and $500,829 at December 31, 1997 and
         1996,  respectively,  for  such  charges.  On  December  22,  1997  the
         Partnership entered into a settlement  agreement with Mall Owner and on
         February 4, 1998 the Partnership paid $667,407 in full  satisfaction of
         amounts  owed at  December  31,  1997  (excluding  energy  charges  for
         December 1997).

         The  Garfinkel's  property has been vacant since the foreclosure by the
         Partnership.

         Groton, Connecticut

         The Groton loan, in the original  principal  amount of $8,000,000,  was
         collateralized  by  a  shopping  center  in  Groton,   Connecticut.  On
         September 20, 1991, Groton Associates,  the borrower, filed a voluntary
         petition for reorganization pursuant to the provisions of Chapter 11 of
         the United States Bankruptcy Code.

         The Investment General Partner, on behalf of the Partnership,  obtained
         an order from the  Bankruptcy  Court on July 27, 1993  permitting it to
         proceed with a foreclosure  against the property and  directing  Groton
         Associates to turn over all cash  collateral  and provide an accounting
         for rents. In addition, beginning with the rents due on August 1, 1993,
         the  Partnership  began to  collect  rents  directly.  The  Partnership
         commenced a foreclosure  action in Connecticut  and on December 9, 1993
         foreclosed on the shopping center.

         At the foreclosure,  the estimated net realizable value of the shopping
         center  was  determined  to be  $6,500,000  based  on the  third  party
         appraisal  of  the   shopping   center   previously   received  by  the
         Partnership.  All reserves previously recorded on the loan were written
         off after the foreclosure  and the remaining  balance of $6,500,000 was
         transferred to real estate on the Partnership's balance sheet.
<PAGE>
                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

5         REAL ESTATE - NET (continued)

         Arlington, Texas (continued)

         Occupancy at the shopping center has declined from approximately 82% at
         the time of foreclosure to approximately  77% at December 31, 1997. The
         anticipated  lease-up  of the  vacant  space  has  not  occurred  as of
         December 31, 1997  resulting in lower than  anticipated  net  operating
         income.  In  addition,   management  is  currently   investigating  the
         potential  cost to  correct  certain  environmental  violations  at the
         shopping center.  Management  determined,  as a result of an internally
         prepared  analysis during March 1995, that the estimated net realizable
         value of the Groton property was approximately $5,500,000. The carrying
         value was  approximately  $7,360,000  at that time,  thus  requiring  a
         $1,860,000 write-down for impairment.

         As discussed in Note 4, this  property was acquired by the  Partnership
         via a  deed-in-lieu  of foreclosure on September 30, 1997. The property
         has been recorded at its estimated net  realizable  value of $1,500,000
         at such date.  The  Partnership  is currently  attempting  to sell this
         property,  however in the interim,  the  Partnership  is operating  the
         property.


6         DISTRIBUTIONS PAYABLE

         Distributions  payable  represent  distributions of adjusted cash flows
         from  operations  as  defined  in the  Limited  Partnership  Agreement.
         Distributions  payable to limited  partners of $625,993 for each of the
         quarters ended December 31, 1997 and 1996,  respectively,  were paid in
         the first  quarters of 1998 and 1997,  respectively.  Distributions  of
         $6,323  payable to the general  partners for each of the quarters ended
         December 31, 1997 and 1996,  respectively,  were also paid in the first
         quarters of December 31, 1998 and 1997, respectively.

7         PARTNERS' EQUITY

         The General  Partners  hold a 1% equity  interest  in the  Partnership.
         However,  at the inception of the  Partnership,  the General  Partners'
         equity account was credited with only the actual capital contributed in
         cash,  $1,000.  The  Partnership's   management  determined  that  this
         accounting does not appropriately reflect the Limited Partners' and the
         General  Partners'  relative  participations  in the  Partnership's net
         assets,  since it does not  reflect  the  General  Partners'  1% equity
         interest in the  Partnership.  Thus, the  Partnership  has restated its
         financial  statements to reallocate  $541,390 (1% of the gross proceeds
         raised at the  Partnership's  formation) of the partners' equity to the
         General Partners' equity account.  This reallocation was made as of the
         inception of the Partnership and all periods presented in the financial
         statements  have  been  restated  to  reflect  the  reallocation.   The
         reallocation  has no impact on the  Partnership's  financial  position,
         results of operations,  cash flows,  distributions to partners,  or the
         partners' tax basis capital accounts.
<PAGE>
                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

8         COMMITMENTS AND CONTINGENCIES

         HEP Action

         On or about May 11, 1993,  three public real estate  partnerships  (the
         "HEP Partnerships")  including High Equity Partners, L.P. Series 86, in
         which the  Administrative  General  Partner is also a General  Partner,
         were advised of the existence of an action (the "HEP Action")  filed in
         the Superior  Court for the State of  California  for the County of Los
         Angeles, by Mark Erwin, Trustee, Mark Erwin Sales, Inc. Defined Benefit
         Plan;  Nancy  Cooper,  Trustee of Nancy  Cooper  Individual  Retirement
         Account; and Leonard Drescher, Trustee of Drescher Family Trust Account
         individually  and purportedly on behalf of a class consisting of all of
         the purchasers of limited partnership interests in the HEP Partnerships
         (the   "Plaintiffs").   The  HEP  Action   names  as   defendants   the
         Administrative  General Partner and several individuals who are general
         partners of the former Associate General Partner, among others.

         On November  30,  1995,  the original  plaintiffs  and the  intervening
         plaintiffs filed a Consolidated  Class and Derivative  Action Complaint
         ("Consolidated  Complaint")  against  the  General  Partners of the HEP
         Partnerships alleging,  among other things, breach of fiduciary duties,
         breach of contract, and negligence.

         On or about January 31, 1996, the parties to the HEP Action agreed upon
         a revised  settlement,  which would be significantly  more favorable to
         the Plaintiffs  than the previously  proposed  settlement.  The revised
         settlement   proposal,   like  the  previous  proposal,   involves  the
         reorganization  of the HEP  Partnerships.  Upon the effectuation of the
         revised settlement, the HEP Action would be dismissed with prejudice.

         On  July  18,  1996,  the  Court  preliminarily  approved  the  revised
         settlement.  In August 1996,  the Court approved the form and method of
         notice  regarding  the  revised  settlement  which  was sent to the HEP
         limited partners.

         Only approximately 2.5% of the limited partners of the HEP Partnerships
         elected to "opt out" of the revised settlement. Despite this, following
         the  submission  of  additional  briefs,  the Court entered an order on
         January 14, 1997 rejecting the revised  settlement and concluding  that
         there had not been an adequate showing that the settlement was fair and
         reasonable.  Thereafter,  the Plaintiffs filed a motion seeking to have
         the Court reconsider its order.  However,  the defendants  withdrew the
         revised  settlement  and at a hearing on February 24,  1997,  the Court
         denied the Plaintiffs' motion.

         Also at the February 24, 1997 hearing, the Court granted the request of
         one of the Plaintiffs' law firm to withdraw as class counsel.

         Thereafter,  in June 1997, the Plaintiffs again amended their complaint
         ("Amended Complaint").  The Amended Complaint asserts substantially the
         same  claims as the  Consolidated  Complaint,  except that it no longer
         contains  causes  of  action  for  fraud,  except  on behalf of the two
<PAGE>
                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

8         COMMITMENTS AND CONTINGENCIES

         HEP Action

         original  Plaintiffs,  or for  negligence.  In February 1998, the Court
         certified three Plaintiffs  classes  consisting of current unit holders
         in each of the three HEP  Partnerships.  On March 11,  1998,  the Court
         stayed the action through June 30, 1998 to permit the parties to engage
         in renewed settlement discussions.

         With respect to the above litigation, the Limited Partnership Agreement
         provides  for the  indemnification  of the General  Partners  and their
         affiliates in certain  circumstances.  It is impossible to predict what
         financial  exposure  the  Partnership  will  have as a  result  of this
         indemnification.

         Everest Litigation

         On February 6, 1998, Everest Investors 8, LLC ("Everest")  commenced an
         action in the Superior  Court of the state of California for the County
         of Los Angeles,  against, among others things, the HEP Partnerships and
         Registrant,  and the general partners of each of the  Partnerships.  In
         the action,  Everest alleged, among other things, that the Partnerships
         and the general  partners  breached the  provisions  of the  applicable
         partnership agreements by refusing to recognize transfers to Everest of
         limited  partnership  units  purportedly  acquired  pursuant  to tender
         offers  that had been made by Everest  (the  "Everest  Tender  Units").
         Everest sought  injunctive  relief (i) directing the recognition of the
         transfers to Everest of the Everest  Tender Units and the  admission of
         Everest as a limited  partner with respect to the Everest  Tender Units
         and (ii)  enjoining  the  transfers of the Everest  Tender Units to any
         other party.  Everest seeks damages,  including  punitive damages,  for
         alleged  breach of contract,  defamation and  intentional  interference
         with   contractual   relations.   Everest's   motion  for  a  temporary
         restraining  order was  denied  on  February  6,  1998.  A  hearing  on
         Everest's  application for a preliminary  injunction had been scheduled
         for February 26; however, on February 20, 1998, Everest asked the Court
         to  take  its  application  off  the  calendar.  Merits  discovery  has
         commenced.  The  Partnerships  and the general  partners  believe  that
         Everest's claims are without merit and intend to vigorously contest the
         action.

9         RECONCILIATION OF NET INCOME AND NET ASSETS PER FINANCIAL STATEMENTS
          TO TAX BASIS

         The Partnership recognizes interest income on all of its investments in
         mortgage  loans  for  tax  purposes  using  the  interest  method.  For
         financial  statement  purposes  mortgage loans  accounted for under the
         investment method recognize income as described in Note 2.
<PAGE>
                       RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

9         RECONCILIATION OF NET INCOME AND NET ASSETS PER FINANCIAL STATEMENTS
          TO TAX BASIS (continued)

         A  reconciliation  of net income per  financial  statements  to the tax
         basis of accounting is as follows:
<TABLE>
<CAPTION>
                                                                 Year ended December 31,
                                                    ---------------------------------------------
                                                        1997             1996             1995
                                                    -----------      -----------      -----------
<S>                                                 <C>              <C>              <C>
Net income per financial statements ...........     $ 4,033,448      $ 1,244,262      $   253,726

Difference in (recovery of)  provision for loan
    losses and write-down for impairment ......        (721,946)       1,547,830        1,860,000

Difference in income recognized on
    mortgage investments ......................         (22,741)         745,403          863,987

Difference in reserves ........................        (144,000)         144,000             --

Tax write-off of loan in excess of
    financial statement .......................        (933,092)            --               --

Tax depreciation in excess of
    financial statement depreciation ..........         (25,175)         (20,717)         (21,647)
                                                    -----------      -----------      -----------

Net income per tax basis ......................     $ 2,186,494      $ 3,660,778      $ 2,956,066
                                                    ===========      ===========      ===========

</TABLE>
<PAGE>
                      RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995


9         RECONCILIATION OF NET INCOME AND NET ASSETS PER FINANCIAL STATEMENTS
          TO TAX BASIS (continued)


         The  differences  between the  Partnership's  net assets per  financial
         statements to the tax basis of accounting are as follows:
<TABLE>
<CAPTION>
                                                            December 31,
                                                 ------------------------------
                                                      1997              1996
                                                 ------------      ------------
<S>                                              <C>               <C>
Net assets per financial statements ........     $ 48,451,062      $ 46,946,878
Deferred interest receivable ...............        9,210,601         9,367,011
Acquisition and origination fees ...........          (16,217)          (42,678)
Allowance for loan losses and impairments ..        1,860,000         3,407,830
Syndication costs ..........................        2,669,697         2,669,697
Financial statement reserves in excess of
     tax amounts ...........................             --             144,000
Cumulative tax depreciation in excess of
     financial statement depreciation ......         (100,720)          (75,545)
                                                 ------------      ------------

Net assets per tax basis ...................     $ 62,074,423      $ 62,417,193
                                                 ============      ============
</TABLE>

10       SUBSEQUENT EVENT


         On February 18, 1998, Presidio RPS Acquisition Corp. (the "Purchaser"),
         an  affiliate of the General  Partners  and a  subsidiary  of Presidio,
         filed an offer to tender for up to 2,000,000 limited  partnership units
         of the  Partnership  at $6.00 per unit.  Included in the  offering is a
         discussion  of the  estimated  fair market  value of the  Partnership's
         investments  in  mortgage  loans and real estate  assets,  which is not
         necessarily   indicative  of  the  carrying  values  presented  in  the
         accompanying  balance  sheets.  The offer expired on March 17, 1998. On
         March 3, 1998 the  Purchaser  increased  the  offer  price to $6.50 per
         unit.
<PAGE>
<TABLE>
<CAPTION>
                                                 RESOURCES PENSION SHARES 5, L.P.

                                         SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                                                                     Additions
                                                         -----------------------------

                                   Balance at             Charged to          Charged                        Balance at
                                  Beginning of            Costs and           to Other                          End of
             Description            Period                Expenses            Accounts    Deductions            Period
             -----------            ------                --------            --------    ----------            ------
<S>                              <C>                    <C>                  <C>        <C>                  <C>   
YEAR ENDED DECEMBER 31, 1997

Write-down for impairment:
Groton Shopping Center
     Groton, Connecticut ...     $ 1,860,000  (A)        $      --           $   --     $         --         $1,860,000  
                                 ===========             ===========         ======     ============         ==========  
                                                                                                                         
                                                                                                                         
Allowance for loan losses:                                                                                               
Santa Ana Loan                                                                                                           
     Santa Ana, California .     $ 1,547,830  (B)        $      --           $   --     $ (1,547,830) (B)    $      --   
                                 ===========             ===========         ======     =============        ==========  
                                                                                                                        
YEAR ENDED DECEMBER 31, 1996                                                                                            
Write-down for impairment:                                                                                              
Groton Shopping Center                                                                                                  
     Groton, Connecticut ...     $ 1,860,000  (A)        $      --           $   --     $         --         $1,860,000 
                                 ===========             ===========         ======     ============         ========== 
                                                                            
Allowance for loan losses:                                                                                              
Santa Ana Loan                                                                                                          
     Santa Ana, California .     $      --    (B)        $ 1,547,830         $   --     $         --         $1,547,830 
                                 ===========             ===========         ======     ============         ========== 
                                                                           
YEAR ENDED DECEMBER 31, 1995                                                                                            
Write-down for impairment:                                                                                              
Groton Shopping Center                                                                                                  
     Groton, Connecticut ...     $      --               $ 1,860,000 (A)     $   --     $         --         $1,860,000 
                                 ===========             ===========         ======     ============         ========== 
                                                                            
</TABLE> 
 (A)     Represents a  write-down for impairment on the Groton  Shopping  Center
         provided during 1995.
 (B)     Represents a provision  for loan losses on the Santa Ana Loan  provided
         during  1996  which  was  reversed  during  1997  upon  receipt  by the
         Partnership and subsequent sale of the property underlying the loan.
<PAGE>
<TABLE>
<CAPTION>
                                                  RESOURCES PENSION SHARES 5, L.P.

                                       Schedule III - REAL ESTATE AND ACCUMULATED DEPRECIATION

                                                          DECEMBER 31, 1997

                                                                  COSTS CAPITALIZED                   GROSS AMOUNT AT
                                           INITIAL COST TO         SUBSEQUENT TO                        CLOSE OF
                                           PARTNERSHIP (1)          ACQUISITION                           PERIOD     
                                     ------------------------  ----------------------    ------------------------------------------
                                                  BUILDINGS                                            BUILDINGS        WRITE-DOWN 
                                                      AND                    CARRYING                     AND               FOR    
    DESCRIPTION       ENCUMBRANCES       LAND    IMPROVEMENTS  IMPROVEMENTS    COSTS        LAND     IMPROVEMENTS        IMPAIRMENT
    -----------       ------------       ----    ------------  ------------    -----        ----     ------------        ----------
<S>                      <C>        <C>          <C>            <C>          <C>          <C>          <C>             <C>

LANDOVER MALL
LANDOVER, MARYLAND       $ -        $  640,000   $ 2,560,000    $       -    $ 84,404    $ 640,000     $ 2,644,404     $         - 
                                                                                                                                   

XEROX OFFICE BUILDING
ARLINGTON, TEXAS           -           300,000     1,200,000            -           -      300,000      1,200,000                - 
                                                                                                                                   

GROTON SHOPPING CENTER
GROTON, CONNECTICUT        -         1,820,000     4,680,000      657,758           -    1,820,000      5,337,758       (1,860,000)
                          --        ----------   -----------    ---------    --------    ----------    -----------     ------------
                                                                                
TOTAL                    $ -        $ 2,760,00   $ 8,440,000    $ 657,758    $ 84,404   $ 2,760,00     $ 9,182,162     $ (1,860,000)
                         ====       ==========   ============   ==========   ========   ==========     ===========     ============ 

<CAPTION>
                                  GROSS                                                             
                                 AMOUNT AT                                                   LIFE ON WHICH         
                                 CLOSE OF                                                   DEPRECIATION IN    
                                  PERIOD                                                     LATEST INCOME    
                              ------------   ACCUMULATED      DATE OF         DATE            STATEMENTS      
 DESCRIPTION                      TOTAL      DEPRECIATION   CONSTRUCTION    ACQUIRED          IS COMPUTED      
 -----------                      -----      ------------   ------------    --------          -----------      
<S>                           <C>              <C>                <C>      <C>           <C>          
LANDOVER MALL           
LANDOVER, MARYLAND            $ 3,284,404      $ 331,250          N/A      12/21/92      40 YEARS               
                                                                                         Straight-line method   
                                                                                                                
XEROX OFFICE BUILDING                                                                                           
ARLINGTON, TEXAS                1,500,000          7,500          N/A       9/30/97      40 YEARS               
                                                                                         Straight-line method   
                                                                                                                
GROTON SHOPPING CENTER                                                                                          
GROTON, CONNECTICUT             5,297,758        511,338          N/A      12/9/93       40 YEARS               
                              -----------      ---------                                 Straight-line method   
                                                                                                                
TOTAL                         $10,082,162      $ 850,088                                                        
                              ===========      =========  
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                      
                                                          Year ended December 31,
                                                -----------------------------------------
 (A) RECONCILIATION OF REAL ESTATE OWNED             1997           1996           1995
                                                ------------   ------------   -----------

<S>                                              <C>            <C>           <C>                                                 
 Balance at beginning of year                    $ 8,422,190    $ 8,331,702   $ 9,916,235

 Additions during year:
     Building                                      1,200,000              -             -
     Land                                            300,000              -             -
     Improvements                                    159,972         90,488       275,467
     Write-down for impairment                             -              -    (1,860,000)
                                                ------------   ------------   -----------

 Balance at end of year                         $ 10,082,162   $  8,422,190   $ 8,331,702
                                                =============  ============   =========== 

<CAPTION>
                                                          Year ended December 31,
                                                  -------------------------------------
 (B) RECONCILIATION OF ACCUMULATED DEPRECIATION     1997           1996         1995
                                                 ---------      ----------    ---------

                                                 
<S>                                              <C>            <C>           <C>                                                 
 Balance at beginning of year                    $ 645,032       $ 450,608    $ 261,316

 Additions during year
     Depreciation expense                          205,056         194,424      189,292
                                                   --------     ----------    ---------

 Balance at end of year                          $ 850,088      $  645,032    $ 450,608
                                                 ==========     ==========    =========

</TABLE>

 (1) Aggregate cost for income tax purposes is $12,412,137 at December 31, 1997.

See notes to financial statements.
<PAGE>
Item 9.           Changes in and Disagreements with Accountants  on   Accounting
                  and  Financial Disclosure

None.
<PAGE>
PART III


Item 10. Directors and Executive Officers of Registrant

There are no officers or directors of  Registrant.  The  Administrative  General
Partner is responsible  for all  administrative  functions of Registrant and the
Investment  General  Partner is  responsible  for  Registrant's  investments  in
mortgage loans and land sale-leasebacks.  The Associate General Partner will not
devote any material  amount of its business time and attention to the affairs of
Registrant.

Based  on a  review  of  Forms  3 and  4 and  amendments  thereto  furnished  to
Registrant  pursuant to Rule 16a-3(e) under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"),  during its most recent fiscal year and Forms 5
and amendments  thereto  furnished to Registrant with respect to its most recent
fiscal year and written  representations  received pursuant to Item 405(b)(2)(i)
of Regulation S-K, none of the directors or officers of the General Partners, or
beneficial owners of more than 10% of the Units failed to file on a timely basis
reports  required by Section  16(a) of the  Exchange  Act during the most recent
fiscal or prior fiscal years. However, no written  representations were received
from the partners of the former Associate General Partner.

As  of  March  15,  1998,   the   executive   officers  and   directors  of  the
Administrative, Investment and Associate General Partners were as follows:
<TABLE>
<CAPTION>
                                                                                           Has served as a
                                                                                           Director and/or
         Name                   Age                      Position Held                       Officer since
         ----                   ---                      -------------                       -------------
<S>                             <C>     <C>                                                  <C>
 W. Edward Scheetz              33      Director                                             November 1997
 David Hamamoto                 38      Director                                             November 1997
 Richard Sabella                42      President, Director                                  November 1997
 David King                     35      Executive VP, Director, Assistant Treasurer          November 1997
 Lawrence R. Schachter          41      Senior VP, Chief Financial Officer                   January 1998
 Kevin Reardon                  39      VP, Secretary, Treasurer, Director                   November 1997
 Allan B. Rothschild            36      Executive VP                                         December 1997
 Marc Gordon                    33      VP                                                   November 1997
 Charles Humber                 24      VP                                                   November 1997
 Adam Anhang                    24      VP                                                   November 1997
 Gregory Peck                   23      Assistant Secretary                                  November 1997
</TABLE>

W. Edward Scheetz  co-founded  NorthStar Capital Partners with David Hamamoto in
July 1997,  having previously been a partner at Apollo Real Estate Advisors L.P.
since 1993.  From 1988 to 1993,  Mr.  Scheetz was a principal with Trammell Crow
Ventures.

David Hamamoto  co-founded  NorthStar Capital Partners with W. Edward Scheetz in
July 1997,  having  previously  been a partner  and a co-head of the Real Estate
Principal Investment Area at Goldman, Sachs & Co., where he initiated the effort
to build a real estate principal  investment business in 1988 under the auspices
of the Whitehall Funds.
<PAGE>
Richard  Sabella joined  NorthStar  Capital  Partners in November  1997,  having
previously been the head of real estate and a partner at the law firm of Cahill,
Gordon & Reindel since 1989. Mr. Sabella has also been  associated  with the law
firms of Milgrim, Thomajian, Jacobs & Lee, P.C. and Cravath, Swaine & Moore.

David King joined NorthStar Capital Partners in November 1997, having previously
been a Senior Vice President of Finance at Olympia & York Companies (USA). Prior
to joining Olympia & York in 1990, Mr. King worked for Bankers Trust in its real
estate finance group.

Lawrence  R.  Schachter  joined  NorthStar  Presidio  in  January  1998,  having
previously held the position as Controller at CB Commercial/Hampshire,  LLC from
1996 to 1997. Prior to joining CB, Mr. Schachter held the position of Controller
at Goodrich Associates in 1996 and at Greenthal/Harlan  Realty Services Co. from
1992 to 1995. Mr.  Schachter,  who holds a CPA,  graduated from Miami University
(Ohio).

Kevin  Reardon  joined  NorthStar  Capital  Partners  in  October  1997,  having
previously  held the  position  of  Controller  at  Lazard  Freres  Real  Estate
Investors from 1996 to 1997. Prior to joining Lazard Freres, Mr. Reardon was the
Director  of Finance in charge of  European  expansion  at the law firm of Dewey
Ballantine  from  1993 to 1996.  Prior to 1993,  Mr.  Reardon  held a  financial
position at Hearst - ABC - Viacom Entertainment Services. Mr. Reardon, who holds
a CPA, graduated from Fordham University with a B.S. in Accounting.

Allan  B.  Rothschild  joined  NorthStar   Presidio  in  December  1997,  having
previously been the Senior Vice President and General Counsel of Newkirk Limited
Partnership where he managed a large portfolio of net-leased real estate assets.
Prior to joining  Newkirk,  Mr.  Rothschild was associated  with the law firm of
Proskauer, Rose LLP in its real estate group.

Marc Gordon joined NorthStar Capital Partners in October 1997, having previously
been a Vice  President in the Real Estate  Investment  Banking  Group at Merrill
Lynch where he executed corporate finance and strategic  transactions for public
and private  real  estate  ownership  companies,  including  REITs,  real estate
service  companies,  and real estate  intensive  operating  companies.  Prior to
joining  Merrill  Lynch in 1993,  Mr.  Gordon was in the Real Estate and Banking
Group at the law firm of Irell & Manella.  Mr. Gordon  graduated  from Dartmouth
College with an A.B. in economics  and also holds a J.D. from the UCLA School of
Law.

Charles  Humber joined  NorthStar  Capital  Partners in September  1997,  having
previously worked for Merrill Lynch's Real Estate Investment  Banking Group from
1996 to  1997.  Mr.  Humber  graduated  from  Brown  University  with a B.A.  in
international  relations and  organizational  behavior and  management  which is
where he was prior to 1996.

Adam Anhang joined NorthStar  Capital Partners in August 1997, having previously
worked for The Athena  Group's Russia and Former Soviet Union  development  team
from  1996 to  1997.  Mr.  Anhang  graduated  from  the  Wharton  School  of the
University  of  Pennsylvania  with a B.S. in economics  with  concentrations  in
finance and real estate, which is where he was prior to 1996.

Gregory Peck joined NorthStar  Capital Partners in July 1997,  having previously
worked for the Morgan  Stanley  Realty  Real  Estate  Funds  (MSREF)  and Morgan
Stanley's  Real  Estate  Investment  Banking  Group from 1996 to 1997.  Prior to
joining Morgan Stanley,  Mr. Peck worked for Lazard Freres & Co. LLC in the Real
Estate  Investment  Banking  Group from 1994 to 1996.  Mr. Peck  graduated  from
Columbia College with an A.B. in mathematics and an A.B. in economics.
<PAGE>
There  are no family  relations  between  any  executive  officer  and any other
executive  officer or  director  of either the  Administrative,  Investment  and
Associate General Partners.

Many of the above officers and directors of the  Administrative,  Investment and
Associate  General  Partners are also officers  and/or  directors of the general
partners of other public  partnerships  affiliated  with  Presidio or of various
subsidiaries of Presidio.

Item 11. Executive Compensation

Registrant  is not  required to and did not pay  remuneration  to the  executive
officers and directors of the  Administrative  General  Partner,  the Investment
General Partner or the former Associate  General  Partner.  Certain officers and
directors  of the  Investment  General  Partner and the  Administrative  General
Partner  receive  compensation  from  Presidio or its  affiliates  (but not from
Registrant) for services  performed for various affiliated  entities,  which may
include  services  performed for Registrant;  however,  the  Administrative  and
Investment  General  Partners  believe  that any  compensation  attributable  to
services  performed  for  Registrant  is not  material.  See Item  13,  "Certain
Relationships and Related Transactions."

 
Item 12. Security Ownership of Certain Beneficial Owners and Management

As of March 1, 1998, only the following entity was known by Registrant to be the
beneficial owner of more than 5% of Registrant's Units:
<TABLE>
<CAPTION>
                         
                                  Name and               Amount of     
                                Address of               Beneficial             Percentage of Beneficial
     Title of Class          Beneficial Owner            Ownership                    Ownership
     --------------          ----------------            ---------                    ---------
<S>                       <C>                             <C>                            <C>
Limited Partnership       Presidio Partnership            536,959                        9.4%
Units                     II Corp.
                          411 West Putnam Avenue
                          Greenwich, CT 06830

Limited Partnership       Presidio RPS Acquisition        862,497.573                   15.2%
Units                     Corp.
                          411 West Putnam Avenue
                          Greenwich, CT 06830
</TABLE>
As of March 1,  1998,  neither  the  General  Partners  nor their  officers  and
directors  were known by  Registrant to be  beneficially  own Units or shares of
Presidio, the parent of the General Partners.

To the knowledge of the Registrant, the following sets forth certain information
regarding  ownership  of the Class A shares  of  Presidio  as of March 11,  1998
(except as  otherwise  noted) by (i) each person or entity who owns of record or
beneficially five percent or more of the Class A shares,  (ii) each director and
executive officer of Presidio, and (iii) all directors and executive officers of
Presidio as a group. To the knowledge of Presidio, each of such shareholders has
sole voting and investment power as to the shares shown unless otherwise noted.
<PAGE>
All  outstanding  shares of Presidio  are owned by Presidio  Capital  Investment
Company,  LLC ("PCIC"),  a Delaware limited liability  company.  The interest in
PCIC (and beneficial ownership in Presidio) are held as follows:
<TABLE>
<CAPTION>
                                         Percentage Ownership
                                        in PCIC and Percentage
                                         Beneficial Ownership
 Name of Beneficial Owner                     in Presidio
 ------------------------               -----------------------
<S>                                              <C>
Five Percent Holders:
Presidio Holding Company, LLC(1)                 71.93%
AG Presidio Investors, LLC(2)                    14.12%
DK Presidio Investors, LLC(3)                     8.45%
Stonehill Partners, LP(4)                         5.50%
</TABLE>
 
The holdings of the directors and executive officers of Presidio are as follows:
<TABLE>
<CAPTION>
<S>                                              <C>
Directors and Officers:
Adam Anhang(5)                                       0%
Marc Gordon(5)                                       0%
David Hamamoto(5)                                71.93%
Charles Humber(5)                                    0%
David King(5)                                        0%
Gregory Peck(5)                                      0%
Kevin Reardon(5)                                     0%
Allan Rothschild(5)                                  0%
Richard J. Sabella(5)                                0%
Lawrence Schachter(5)                                0%
W. Edward Scheetz(5)                             71.93%

Directors and Officers as a group:               71.93%
 
</TABLE>

(1)               Presidio Holding Company,  LLC is a New York limited liability
                  company whose address is 527 Madison Avenue,  16th Floor,  New
                  York, New York 10022. PHC has two members,  Polaris  Operating
                  LLC  ("Polaris")  which  holds a 1%  interest,  and  Northstar
                  Operating,  LLC  ("Northstar")  which  holds  a 99%  interest.
                  Polaris is a Delaware limited  liability company whose address
                  is 527 Madison Avenue,  16th Floor,  New York, New York 10022.
                  Polaris has two members,  Sextant Operating Corp. ("Sextant"),
                  which holds a 1% interest,  and  Northstar,  which holds a 99%
                  interest.  Sextant is a Delaware  corporation whose address is
                  527 Madison Avenue,  16th Floor,  New York, New York 10022 and
                  whose sole  shareholder is Northstar.  Northstar is a Delaware
                  limited  liability company whose address is527 Madison Avenue,
                  16th  Floor,  New  York,  New York  10022.  Northstar  has two
                  members, Northstar Capital Partners ("NCP"), which holds a 99%
                  interest,  and  Northstar  Capital  Holdings I, LLC  ("NCHI"),
                  which  holds a 1%  interest.  Both NCP and  NCHI are  Delaware
                  limited  liability  companies,  whose business  address is 527
                  Madison Avenue,  16th Floor, New York, New York 10022. NCP has
<PAGE>
                  two  members,   NCHI,  which  holds  a  74.75%  interest,  and
                  Northstar  Capital  Holdings II LLC  ("NCHII"),  which holds a
                  25.25%  interest.  The business  address for NCHII, a Delaware
                  limited liability  company is 527 Madison Avenue,  16th Floor,
                  New York, New York 10022. NCHII has three members, NCHI, which
                  holds  a 99%  interest,  Edward  Scheetz,  who  holds  a  0.5%
                  interest and David  Hamamoto,  who holds a 0.5% interest.  Mr.
                  Scheetz,  a U.S. citizen whose business address is 527 Madison
                  Avenue,  16th Floor,  New York, New York 10022,  is a founding
                  member of NCP. Mr.  Hamamoto,  a U.S.  citizen whose  business
                  address is 527 Madison Avenue,  16th Floor, New York, New York
                  10022, is a founding member of NCP. NCHI has two members,  Mr.
                  Scheetz and Mr. Hamamoto, each of whom holds a 50% interest.

                  Pursuant  to that  certain  Amended  and  Restated  Pledge and
                  Security  Agreement  (the "Pledge  Agreement")  dated March 5,
                  1998  made by PHC in  favor  of  Credit  Suisse  First  Boston
                  Mortgage  Capital  LLC  ("CSFB"),   PHC  pledged  all  of  its
                  membership  interest  in PCIC to CSFB as  security  for  loans
                  issued under the Loan Agreement  dated as of February 20, 1998
                  by and  among  PHC and CSFB and the  First  Amendment  thereon
                  dated  March 5, 1998  (together,  the "Loan  Agreement").  The
                  Pledge  Agreement and Loan Agreement  contain standard default
                  and event of default provisions which may at a subsequent date
                  result in a change of  control  of PCIC  and,  therefore,  the
                  Registrant.

(2)               Each of Angelo,  Gordon & Company,  LP, as sole  manager of AG
                  Presidio  Investors,  LLC,  and John M.  Angelo and Michael L.
                  Gordon,  as general partners of the general partner of Angelo,
                  Gordon &  Company,  LP may be deemed to  beneficially  own for
                  purposes of rule 13 d-3 of the Exchange  Act,  the  securities
                  beneficially owned by AG Presidio Investors, LLC. Each of John
                  M.  Angelo and  Michael L.  Gordon  disclaim  such  beneficial
                  ownership.  The  business  address  for  such  persons  is c/o
                  Angelo, Gordon & Company, LP, 345 Park Avenue, 26th Floor, New
                  York, New York 10167.

(3)               M.H. Davidson & Company,  Inc., as sole manager of DK Presidio
                  Investors,  LLC may be deemed to beneficially own for purposes
                  of Rule 13d-3 of the Exchange Act, the securities beneficially
                  owned by DK Presidio Investors,  LLC. The business address for
                  such person is c/o M.H. Davidson & Company,  885 Third Avenue,
                  New York, New York 10022.
 
(4)               Includes  shares  of  PCIC  beneficially  owned  by  Stonehill
                  Offshore   Partners   Limited  and   Stonehill   Institutional
                  Partners,  LP. John A. Motulsky is a managing  general partner
                  of Stonehill Partners, LP, a managing member of the investment
                  advisor  to  Stonehill  Offshore  Partners  Limited  and  is a
                  general partner of Stonehill  Institutional Partners, LP. John
                  A. Motulsky disclaims  beneficial ownership of the shares held
                  by these entities. The business address for such person is c/o
                  Stonehill  Investment  Corporation,  110 East 59th Street, New
                  York, New York 10022.

(5)               The  business  address for such person is 527 Madison  Avenue,
                  16th Floor, New York, New York 10022.

<PAGE>
Item 13. Certain Relationships and Related Transactions

During  Registrant's  fiscal year ended December 31, 1997, the General  Partners
and certain affiliated entities have earned or received compensation or payments
for services from Registrant as follows:
<TABLE>
<CAPTION>
  Name of Recipient                     Capacity in Which Served        Compensation
  -----------------                     ------------------------        ------------
<S>                                   <C>                                <C>
Resources Capital Corp.               Administrative General Partner     $887,218 (1)
Resources Pension Advisory Corp.      Investment General Partner         $ 65,525 (2)
Presidio AGP Corp.                    Associate General Partner              $403 (3)
</TABLE>

(1)      This amount includes the following:

         (a) a Partnership  Management  Fee of $847,690 for managing the affairs
         of Registrant.

         (b)  $39,528  as the  Administrative  General  Partner's  share  of the
         General Partners' 1% distribution of Adjusted Cash From Operations.
<PAGE>

(2) This amount includes the following:

         (a) a Mortgage Servicing Fee of $65,122 for servicing the mortgage loan
         portfolio of Registrant.

         (b) $403 as the  Investment  General  Partner's  share  of the  General
         Partners' 1% distribution of Adjusted Cash From Operations.

(3)      This amount  represents the Associate  General  Partner's  share of the
         General Partner's 1% distribution of
         Adjusted Cash from Operations.

(4)      Pursuant  to  Registrant's  Partnership  Agreement,  for the year ended
         December 31, 1997, the General  Partners were allocated  taxable income
         as follows:  taxable  income of $79,265 to the  Administrative  General
         Partner  and  taxable  income  of $809 to  each of the  Investment  and
         Associate General Partners.


<PAGE>
PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)      The following documents are filed as part of this report:

         (1)      Financial Statements:  See Item 8.

         (2)      Financial Statement Schedules:  See Item 8.

         (3)      Exhibits:


3        Amended and Restated Certificate of Limited Partnership and Partnership
         Agreement,  incorporated  by  reference  to  Exhibit A to  Registrant's
         Prospectus  dated May 15, 1986, filed pursuant to Rule 424(b) under the
         Securities Act of 1933 (File No. 33-3572).

10(a)    Services  Agreement,  incorporated  by  reference  to  Exhibit  10B  to
         Registrant's Registration Statement (No. 33-3572).

10(b)    Agreement with Associate  General Partner  incorporated by reference to
         Exhibit 10C to Registrant's Registration Statement (No. 33-3572).

10(c)    Supervisory  Management  Agreement dated as of December 9, 1993 between
         Registrant   and   Resources   Supervisory    Management    Corporation
         incorporated  by reference to  Registrant's  Annual Report on Form 10-K
         for the year ended December 31, 1993.

10(d)    Mortgage Note between M G Medford Limited Partnership and Tokyo Leasing
         (U.S.A.)  Inc.  dated as of April 22, 1993,  purchased by Registrant on
         July 12, 1995.

10(e)    Negotiable  Promissory  Note between DVL,  Inc. and  Registrant,  dated
         February 28, 1997.

10(f)    Loan  agreement   between   Oliveye  Hotel  Limited   Partnership   and
         Registrant, dated October 31, 1997. *

(b) Reports on Form 8-K filed during the last quarter of the fiscal year:

         None

         * Filed herewith
<PAGE>



SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934,  Registrant  has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized on the 27th day of March, 1998.


RESOURCES PENSION SHARES 5, L.P.


By:      RESOURCES CAPITAL CORP.
         Administrative General Partner

                                                                    DATE

By:      /s/ Richard Sabella                                 March 27, 1998
         -------------------
         Richard Sabella
         President, Director 
         (Chief Executive Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of Registrant in their
capacities as directors and/or officers (with respect to the  Administrative and
Investment General Partners) on the date indicated below.


       Signature                  Title                            Date
       ---------                  -----                            ----


/s/ Lawrence Schachter       Senior Vice President and          March 27, 1998
-----------------------      (Principal Financial Officer,
Lawrence Schachter           and Principal Accounting Office)

/s/ Richard Sabella          Director and President             March 27, 1998
-----------------------      (Chief Executive Officer)
Richard Sabella

/s/ David King               Director and Executive
David King                   Vice President                     March 27, 1998

/s/ Kevin Reardon            Director and Vice President,
Kevin Reardon                Treasurer and Secretary            March 27, 1998



<PAGE>
                                  EXHIBIT INDEX

                                                                                
Exhibits                                                                  

3        Amended and Restated Certificate of Limited Partnership and Partnership
         Agreement,  incorporated  by  reference  to  Exhibit A to  Registrant's
         Prospectus  dated May 15, 1986, filed pursuant to Rule 424(b) under the
         Securities Act of 1933 (File No. 33-3572).

10(a)    Services  Agreement,  incorporated  by  reference  to  Exhibit  10B  to
         Registrant's Registration Statement (No. 33-3572).

10(b)    Agreement with Associate  General Partner  incorporated by reference to
         Exhibit 10C to Registrant's Registration Statement (No. 33-3572).

10(c)    Supervisory  Management  Agreement dated as of December 9, 1993 between
         Registrant   and   Resources   Supervisory    Management    Corporation
         incorporated  by reference to  Registrant's  Annual Report on Form 10-K
         for the year ended December 31, 1993.

10(d)    Mortgage Note between M G Medford Limited Partnership and Tokyo Leasing
         (U.S.A.)  Inc.  dated as of April 22, 1993,  purchased by Registrant on
         July 12, 1995.

10(e)    Negotiable  Promissory  Note between DVL,  Inc. and  Registrant,  dated
         February 28, 1997.

10(f)    Loan  Agreement   between   Oliveye  Hotel  Limited   Partnership   and
         Registrant, dated October 31, 1997.*

         * Filed herewith