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, 1996

                                       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       203-862-7000


          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 ]

                                        Exhibit Index is set forth on page IV-1.
<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 few 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  the  value  of  the  property
("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.

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").

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, which is a  wholly-owned  subsidiary of
Presidio Capital Corp., became the Associate General Partner. The Administrative
General Partner is also a general partner in several other limited partnerships.

Registrant  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
<PAGE>
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.

Mortgage Investments of Registrant

As of December 31, 1996, seven mortgage loans,  consisting of six first mortgage
loans and one wraparound  mortgage  loan,  funded by Registrant in the aggregate
amount of $30,762,500 were still outstanding. The following table sets forth, as
of  December  31,  1996,  the  outstanding  mortgage  loan  investments  made by
Registrant:
<TABLE>
<CAPTION>
                                                                    Mortgage Loans as of December 31, 1996
                                             ------------------------------------------------------------------------------------
                                             Rentable       Mortgage         Date        Maturity    Current            Deferred
   Property                                   Sq.Ft         Amount (1)      Funded        Date       Interest           Interest
   --------                                  -------    --------------      ------       -----     ------------        -----------
<S>                                           <C>       <C>                   <C>         <C>      <C>                 <C>
   Shopping Centers
   Santa Ana Square
   Santa Ana, California                      32,159    $    2,600,000        3/88        3/97     9.62%-10.91%        1.29% - 0%

   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%                     -

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

   Xerox Office Bldg.                                                                                                  8.5% - 12.67%
   Arlington, Texas                           82,566         1,100,000        3/88        3/97     4.55% (2)

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

   Medford Village Outlet Center
   Medford , Minnesota                       121,660         8,612,500        7/95        4/98     8.55%                       -
                                                        --------------

                                                        $   30,762,500
                                                        ==============

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.
<PAGE>
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.
</TABLE>

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"). See Item 2, "Properties."

On February 2, 1994 and on October 11, 1994,  the  respective  mortgagors on the
415 East 149th Street and 134-140 East Fordham Road mortgage  loans repaid these
loans.

On July 25, 1995,  Registrant  funded an additional  first  mortgage loan in the
principal  amount of  $8,612,500.  The loan is  secured by the  Medford  Village
Outlet Center located in Medford,  Minnesota.  On February 28, 1997,  Registrant
funded an additional promissory note in the principal amount of $2,000,000.  See
"Mortgage Transactions and Defaults," below.

For the year ended  December 31, 1996,  the Bank of  California  and the Medford
loans generated in excess of 15% of Registrant's  mortgage interest revenue. For
the year ended  December 31, 1995, the Bank of California and Santa Ana mortgage
loans each generated in excess of 15% of Registrant's mortgage interest revenue.
For the year ended December 31, 1994 the Bank of California and the 134-140 East
Fordham loans each generated in excess of 15% of Registrants  mortgage  interest
revenue.

Mortgage Transactions and Defaults

Allowance for Loan Losses

An allowance  for loan losses is  established  based upon a quarterly  review of
each of the  mortgages in  Registrant's  portfolio.  In  performing  the 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  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 as of December 31,
1996.

The  allowance  is  inherently  subjective  and is  based on  management's  best
estimate of current conditions and assumptions about expected future conditions.
Registrant  may  provide  for  additional  losses in  subsequent  years and such
provisions could be material.

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.
<PAGE>
Groton Loan

Groton Loan, in the original principal amount of $8,000,000,  was collateralized
by a shopping center in Groton,  Connecticut.  Groton Associates, the mortgagor,
defaulted on the interest  payment due September 1, 1991. On September 20, 1991,
Groton Associates filed a voluntary petition for reorganization  pursuant to the
provisions of Chapter 11 of the Bankruptcy Code. Registrant, using an internally
generated  appraisal prepared with current property data,  established a reserve
of $750,000 on the Groton Loan during 1991. In addition, during 1991, Registrant
had  established  reserves  for  $528,093 of deferred  interest  due from Groton
Associates and $129,919 of unamortized  acquisition fees incurred when this loan
was funded.  In March 1993,  Registrant  received a third party appraisal of the
property  which  valued the  property  at  $6,500,000.  As a result,  Registrant
reserved an additional $750,000 on the principal of this loan during 1993.

In June 1992, the bankruptcy court approved a Stipulation and Order  authorizing
Groton  Associates to use rents  collected to operate its business and remit the
excess cash to Registrant on a monthly basis  retroactive  to June 1, 1992.  The
Investment General Partner, on behalf of Registrant,  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.  Beginning with the rents due on
August 1, 1993,  Registrant  began to  collect  the rents  directly.  Registrant
commenced a  foreclosure  action in  Connecticut  and on September  13, 1993 the
Connecticut  court  appointed a receiver  to collect  rents and  exercise  final
approval of  disbursements  for the  property.  All revenues  received  from the
Groton Property, including the rents, have been included in operating income for
the year ended December 31, 1996.

On December 9, 1993, the Investment  General  Partner,  on behalf of Registrant,
foreclosed  on the shopping  center  securing the Groton Loan located in Groton,
Connecticut.  See Item 2,  "Properties."  At the  foreclosure,  the 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 the Real Estate
account on  Registrant's  balance  sheet.  In  February  1994,  Registrant  paid
approximately  $212,000 in past due real estate  taxes which were accrued for in
1993. In March 1995 a $1,860,000 provision was necessary on the Groton property.
See Note 5 to the Financial Statements.

Bank of California, Seattle Loan

Bank of California,  Seattle 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
<PAGE>
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
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. 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.

134-140 East Fordham Road and 415 East 149th Street

In May 1993,  these mortgage  loans,  in the principal  amount of $5,300,000 and
$4,750,000 matured.  During the fourth quarter of 1993,  Registrant extended the
maturity  date to May 1994 at a rate of 10% per annum with  monthly  payments of
principal and interest based upon a 15 year amortization schedule.  Prior to the
extension,  Registrant was receiving interest only payments at the original loan
rate of  10.75%.  The  borrower  and its  general  partners  had  agreed to give
Registrant  a  personal  guaranty  of the  loans if at any  time the  respective
partnerships  file a petition  under Chapter 11 of the United States  Bankruptcy
Code.  Registrant received a .5% commitment fee of $50,250. On February 2, 1994,
the  mortgagor  prepaid  the  entire  amount  of the  East  149th  Street  loan.
Registrant  received  $4,781,922 of gross  proceeds  consisting of $4,738,540 of
principal  and $43,382 of  interest.  The East  Fordham Road loan matured in May
1994. The General Partners extended this loan to July 1, 1995. Monthly principal
and interest payments,  effective July 1994,  increased to $62,325 from $56,954.
The interest rate,  however,  remained at 10% per annum.  The new payment amount
would reduce the principal balance of the loan to $5 million at the new maturity
date.  In addition,  the borrower had the option to extend the maturity  date to
July 1, 1996 if, as additional collateral, the borrower pledged $500,000 in cash
or an  irrevocable  letter of credit.  On October 11, 1994, the mortgagor on the
134-140  East  Fordham  Road  loan  prepaid  the  entire  amount  of such  loan.
Registrant  received  $5,238,596 of gross  proceeds  consisting of $5,178,417 of
principal and $60,179 of interest. 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 has a
floating  interest rate,  capped at 10%,  based on the Eurodollar  rate for each
<PAGE>
quarterly  interest  period plus 280 basis  points.  It is 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 has
the right to two, one year  extensions for a fee of $23,500 each year,  provided
the  loan  to  value  ratio  at the  time  does  not  exceed  60%.  The  loan is
collateralized  by a  guarantee  from  the  borrowers'  principals,  should  the
borrower default,  and is secured by a 121,660 square foot shopping center known
as Medford Village Outlet Center located in Medford, Minnesota.

Santa Ana Loan

For the quarter ended September 30, 1996,  Registrant  recorded an allowance for
loan  losses in the amount of  $1,547,830  and ceased  accruing  interest on the
Santa Ana loan. 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  has 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 of $1,547,830.

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.

Competition

To the extent Registrant reinvests any funds,  Registrant will be in competition
with  other  companies  which are  engaged  in the  business  of  making  loans.
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 corporations
in addition to the Investment  General  Partner and the  Administrative  General
Partner,  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.
<PAGE>
Employees

Registrant  does not have any  employees.  The  Investment  General  Partner  is
responsible   for   Registrant's   investments   in  mortgage   loans  and  land
sale-leasebacks,  if any, and the Administrative  General Partner is responsible
for all  administrative  functions of Registrant,  including asset management of
foreclosed  properties.  Wexford  currently  performs  accounting,  secretarial,
transfer  and  other  administrative  services  for  Registrant.  See  Item  10,
"Directors  and  Executive  Officers  of the  Registrant",  Item 11,  "Executive
Compensation", and Item 13, "Certain Relationships and Related Transactions."


Item 2.          Properties

On December 21, 1992,  Registrant,  through a foreclosure auction,  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 approximately  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, 1996, the unexpended  asbestos reserve aggregated  $500,829.
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,  1997,
Registrant  has been  unable to sell or lease  the  property,  and the  building
remains vacant.

On December 9, 1993,  Registrant,  through a  foreclosure,  acquired  fee simple
title to the Groton Shopping  Center.  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
approximately  118,938 square feet. In addition,  the strip center has a parking
area for approximately 450 automobiles. As of March 1, 1997, the Groton Shopping
Center  was 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 the  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, 1996.


Item 3.          Legal Proceedings

For a  discussion  of Legal  Proceedings,  please see Note 7  ("Commitments  and
Contingencies") to the Financial Statements.
<PAGE>
Item 4.          Submission of Matters to a Vote of Security Holders

No  matters  were  submitted  to a vote of  security  holders  during the fourth
quarter of the fiscal year covered by this report  through the  solicitation  of
proxies or otherwise.

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.

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,  1997,  there  were  approximately  5,693  limited  partners  of
Registrant, owning an aggregate of 5,690,843 Units.

Distributions per Unit during 1996 and 1995 were as follows:
<TABLE>
<CAPTION>
              
            Distribution with             Amount of Distribution Per Unit
        Respect to Quarter Ended              1996              1995
   -----------------------------------------------------------------------------
<S>                                        <C>                <C>
   March 31                                $     .11          $     .05
   -----------------------------------------------------------------------------
   June 30                                 $     .11          $     .05
   -----------------------------------------------------------------------------
   September 30                            $     .11          $     .07
   -----------------------------------------------------------------------------
   December 31                             $     .11          $     .07
   -----------------------------------------------------------------------------
</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)

                        1996             1995           1994         1993            1992
                      ---------       ---------       -------      ---------       -------
<S>                   <C>             <C>             <C>          <C>             <C>

Revenues .......      $ 4,748         $ 4,130         $ 3,824      $ 4,115         $ 3,512

Net Income .....      $ 1,244(5)      $   254(4)      $ 1,864      $ 1,634(3)      $ 1,296(2)

Net Income
  Per Unit (1) .      $   .22(5)      $   .04(4)      $   .32      $   .28(3)      $   .23(2)

Distributions
  Per Unit (1) .      $   .44         $   .24         $   .28      $   .34         $   .24

Total Assets ...      $48,916         $49,731         $50,607      $50,491         $50,295

Partners' Equity      $46,947         $48,232         $49,358      $49,103         $49,424

-----------------
(1)    Per Unit amounts were computed  based on the weighted  average  number of
       Units of 5,690,843 for 1996, 1995, 1994, 1993 and 1992.

(2)    Net of provision for loan losses of $800,000 or $.14 per Unit.

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

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

(5)    Net of provision for loan losses of $1,547,830 or $.27 per Unit.
</TABLE>

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

Liquidity and Capital Resources

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 prepaid. 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%
<PAGE>
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%. As of December 31,
1996,  Registrant  has funded an aggregate of  $30,762,500  to the mortgagors in
seven  mortgage  loans which are  outstanding,  consisting of six first mortgage
loans and one wraparound mortgage loan.

In March  1997,  the Santa Ana and  Xerox  loans  both  matured.  Registrant  is
currently  negotiating payoff amounts on both loans that more accurately reflect
current market values. The amounts have not yet been determined. On February 28,
1997,  Registrant  funded a 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 which in the  aggregate  amounted  to
$4,325,000 as of February 28, 1997.

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."  Payments to Anchor on the Land Loan for two months
were made from working capital  reserves.  As part of a plan of  reorganization,
approved in 1995,  these two months were repaid to Registrant in September 1995,
amounting to approximately $336,000. This consisted of approximately $226,000 in
missed  payments  and  $69,000 of late  charges  and  interest  relating  to the
payments.  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, 1996 as compared  to 1995,  Registrant  paid a
higher cash  distribution  to its partners  primarily  due to the funding of the
Medford loan in July 1995. At December 31, 1996,  working capital  reserves were
approximately $9,337,000.  This represents an increase of approximately $944,000
from December 31, 1995 primarily as a result of placing  undistributed cash flow
from operations into working capital  reserves as a result of the funding of the
Medford loan in July 1995.

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  to and leasing of the property  which
<PAGE>
formerly  secured the foreclosed  Groton loan.  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  prepaid.  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.

During  March of 1997,  the Santa Ana and  Arlington  loans are  expected  to be
repaid.  Management will review the Registrant's cash reserve  requirements on a
quarterly  basis to  determine if a  distribution  will be made in the future or
whether a new investment will be made.

Real Estate Market

The real  estate  market  continues  to suffer  from the  effects  of the recent
recession  which included a substantial  decline in the market value of existing
properties.  Market  values  have  begun to  recover,  and while the pace of new
construction has slowed,  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 the 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
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,
1996.  There  was no  provision  for the  year  ended  December  31,  1994.  The
Registrant  recorded provisions and write-downs of $1,547,830 and $1,860,000 for
the years ended December 31, 1996 and 1995, respectively, as follows:

For the quarter ended  September 30, 1996,  Registrant  recorded a provision for
loan  losses in the amount of  $1,547,830  and ceased  accruing  interest on the
Santa Ana loan. 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  has 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 an
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 a provision of $1,547,830.
<PAGE>
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.


Results of Operations

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.

1995 vs. 1994

There was a decrease  in net income for the year ended  December  31,  1995 when
compared  to the prior years net income due to a  substantial  increase in costs
and expenses partially offset by an increase in revenues.

The increase in costs and  expenses is  primarily  due to an increase in general
and  administrative  expenses and  provision for  impairment  for the year ended
December 31, 1995, when compared to the prior year. As previously  discussed,  a
provision for impairment was required on the Groton  property for the year ended
December 31, 1995, while in 1994 there was no provision  required.  The increase
in  general  and  administrative  expenses  when  comparing  1995  with  1994 is
primarily a result of an increase in legal costs related to the Seattle loan.

Revenues  increased  in 1995 when  compared to 1994 mainly due to an increase in
short-term  investment  income,  mortgage  interest  income,  and  other  income
partially offset by a decrease in operating  income.  The increase in short-term
<PAGE>
investment  income  for the year  ended  December  31,  1995 is a result  of the
increase in working capital reserves (before the Medford loan funding) resulting
from the proceeds  received from the 149th Street and Fordham loan  payoffs,  as
well as  higher  interest  rates  earned  on  short-term  investments.  Mortgage
interest income  increased in 1995 compared with the prior year due to increased
interest as a result of the funding of the Medford  loan in July of 1995 and the
Seattle interest increase in August of 1995, partially offset by the decrease in
interest payments (before the Medford funding) as a result of the loan payoff of
149th Street in February 1994 and the Fordham Road loan in October  1994.  Other
income  increased  primarily  due to the receipt of late charge  income from the
Bank of California,  Seattle loan related to the two missed interest payments in
1993.  The decrease in operating  income for 1995 versus 1994 is a result of the
reduced  occupancy  at the Groton  Shopping  Center.  Aside from the  previously
discussed,  the loans  that  existed  during  both 1994 and 1995 had  comparable
interest income.

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.

Legal Proceedings

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 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.
<PAGE>
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 recused itself from considering a motion to intervene and to
file a new  complaint  in  intervention  by one of the  objectors to the revised
settlement,  granted the request of one of the  Plaintiffs' law firm to withdraw
as class counsel and scheduled future hearings on various matters.

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
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.
<PAGE>
Item 8.          Financial Statements and Supplementary Data


                        RESOURCES PENSION SHARES 5, L.P.

                              FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

                                      INDEX



     Independent Auditor's Report                         

     Independent Auditors' Report                         

     Financial statements - Years ended
       December 31, 1996, 1995 and 1994

            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, 1996 and 1995, and the related
statements of income,  partners' equity and cash flows for the years then ended.
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, 1996 and 1995, and the results of its operations and its
cash  flows for the years  then  ended 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.





Hays & Company



February 24, 1997, except for Note 9 which
    is dated February 28, 1997
New York, New York
<PAGE>

INDEPENDENT AUDITORS' REPORT


To the Partners of
Resources Pension Shares 5, L.P.

We have audited the accompanying statements of operations,  partners' equity and
cash flows of Resources Pension Shares 5, L.P. (a Delaware limited  partnership)
for the year ended  December 31,  1994.  Our audit also  included the  financial
statement  schedule listed in the Index at Item 14(a)2 as it relates to the year
ended December 31, 1994. These financial  statements and the financial statement
schedule  are  the   responsibility   of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these  financial  statements and the
financial statement schedule based on our audit.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects, the results of operations and cash flows of Resources Pension Shares 5
for the year ended  December  31, 1994 in  conformity  with  generally  accepted
accounting principles.  Also, in our opinion, such financial statement schedule,
when considered in relation to the basic financial  statements taken as a whole,
presents fairly in all material respects the information set forth therein.





March 16, 1995

/s/Deloitte & Touche
--------------------
Deloitte & Touche



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

                                         BALANCE SHEETS

                                                                            December 31,
                                                                 -----------------------------
                                                                      1996             1995
                                                                 ------------     ------------
<S>                                                              <C>              <C>
ASSETS

     Investments in mortgage loans (net of allowance for loan
        losses of $1,547,830 at December 31, 1996) ..........    $ 30,255,687     $ 32,252,926
     Cash and cash equivalents ..............................      10,375,892        9,192,906
     Real estate - net ......................................       7,777,158        7,881,094
     Interest receivable - mortgage loans ...................         306,101          306,101
     Interest receivable - other ............................          46,886             --
     Other assets ...........................................         154,030           98,043
                                                                 ------------     ------------
                                                                 $ 48,915,754     $ 49,731,070
                                                                 ============     ============

LIABILITIES AND PARTNERS' EQUITY

Liabilities
     Accounts payable and accrued expenses ..................    $    668,794     $    451,810
     Other liabilities ......................................         443,050          443,050
     Distributions payable ..................................         632,316          402,383
     Due to affiliates ......................................         224,716          201,948
                                                                 ------------     ------------

        Total liabilities ...................................       1,968,876        1,499,191
                                                                 ============     ============

Commitments and contingencies (Notes 3, 4, 5 and 7)

Partners' equity
     Limited partners' equity (5,690,843 units issued
        and outstanding) ....................................      47,018,809       48,290,961
     General partners' deficit ..............................         (71,931)         (59,082)
                                                                 ------------     ------------

        Total partners' equity ..............................      46,946,878       48,231,879
                                                                 ------------     ------------

                                                                 $ 48,915,754     $ 49,731,070
                                                                 ============     ============

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

                                      STATEMENTS OF INCOME

                                                            Year ended December 31,
                                                     --------------------------------------
                                                        1996          1995          1994
                                                     ----------    ----------    ----------
<S>                                                  <C>           <C>           <C>
Revenues
     Mortgage loans interest income .............    $3,050,689    $2,485,841    $2,390,060
     Operating income - real estate .............       979,454       756,471       902,021
     Short term investment interest .............       459,974       779,837       504,620
     Other income ...............................       251,964       104,427        26,904
     Additional contingent interest .............         6,000         3,366           782
                                                     ----------    ----------    ----------
                                                      4,748,081     4,129,942     3,824,387
                                                     ----------    ----------    ----------

Costs and expenses
     Provision for loan losses and write-down for
         impairment .............................     1,547,830     1,860,000          --
     Management fees ............................       775,060       736,256       743,736
     Operating expenses - real estate ...........       553,598       575,442       583,667
     General and administrative expenses ........       286,180       402,836       338,831
     Depreciation and administration expense ....       209,047       189,292       184,758
     Mortgage servicing fees ....................        76,184        64,149        67,725
     Property management fees ...................        55,920        48,241        41,502
                                                     ----------    ----------    ----------

                                                      3,503,819     3,876,216     1,960,219
                                                     ----------    ----------    ----------


Net income ......................................    $1,244,262    $  253,726    $1,864,168
                                                     ==========    ==========    ==========


Net income attributable to
     Limited partners ...........................    $1,231,819    $  251,189    $1,845,526
     General partners ...........................        12,443         2,537        18,642
                                                     ----------    ----------    ----------

                                                     $1,244,262    $  253,726    $1,864,168
                                                     ==========    ==========    ==========


Net income per unit of limited partnership
     interest (5,690,843 units outstanding) .....    $     0.22    $     0.04    $     0.32
                                                     ==========    ==========    ==========

                              See notes to financial statements.

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

                               STATEMENT OF PARTNERS' EQUITY

                        YEARS ENDED DECEMBER 31, 1994, 1995 AND 1996



                                                General          Limited           Total
                                                Partners'        Partners'        Partners'
                                                Deficit          Equity           Equity

<S>                                         <C>              <C>              <C>
Balance, January 1, 1994 ...............    $    (50,370)    $ 49,153,485     $ 49,103,115

Net income - 1994 ......................          18,642        1,845,526        1,864,168

Distributions to partners
     ($.28 per limited partnership unit)         (16,095)      (1,593,436)      (1,609,531)
                                            ------------     ------------     ------------
Balance, December 31, 1994 .............         (47,823)      49,405,575       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 .............         (59,082)      48,290,961       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 .............    $    (71,931)    $ 47,018,809     $ 46,946,878
                                            ============     ============     ============



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

                                           STATEMENTS OF CASH FLOWS

                                                                            Year ended December 31,
                                                               ----------------------------------------------
                                                                    1996             1995             1994
                                                               ------------     ------------     ------------
<S>                                                            <C>              <C>              <C>
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS

Cash flows from operating activities
     Net income ...........................................    $  1,244,262     $    253,726     $  1,864,168
     Adjustments to reconcile net income to net
         cash provided by operating activities
              Provision for loan losses ...................       1,547,830             --               --
              Write-down for impairment ...................            --          1,860,000             --
              Depreciation and amortization expense .......         209,077          189,292          184,758
              Amortization of acquisition fees ............         127,705           92,084           62,293
              Deferred interest receivable ................         (75,463)        (141,637)        (142,031)
              Stepped lease rentals .......................         (18,510)            --               --
     Changes in assets and liabilities
         Interest receivable ..............................         (46,886)         109,611           65,507
         Other assets .....................................         (52,130)         (14,029)          34,020
         Accounts payable and accrued expenses ............         216,984           48,314          (23,869)
         Due to affiliates ................................          22,768          201,948             --
                                                               ------------     ------------     ------------
                  Net cash provided by operating activities       3,175,637        2,599,309        2,044,846
                                                               ------------     ------------     ------------

Cash flows from investing activities
     Investments in mortgage loans ........................            --         (8,746,181)            --
     Mortgage loan repayments received ....................         397,167          130,706          174,295
     Additions to real estate .............................         (90,488)        (275,467)        (131,831)
     Proceeds received from loan repayments ...............            --               --          9,916,957
                                                               ------------     ------------     ------------

                  Net cash provided by (used in)
                    investing activities ..................         306,679       (8,890,942)       9,959,421
                                                               ------------     ------------     ------------

Cash flows from financing activities
     Distributions to partners ............................      (2,299,330)      (1,379,599)      (1,724,497)
                                                               ------------     ------------     ------------

Net increase (decrease) in cash and
     cash equivalents .....................................       1,182,986       (7,671,232)      10,279,770

Cash and cash equivalents, beginning of year ..............       9,192,906       16,864,138        6,584,368
                                                               ------------     ------------     ------------

Cash and cash equivalents, end of year ....................    $ 10,375,892     $  9,192,906     $ 16,864,138
                                                               ============     ============     ============

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

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994


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 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, 1996, 1995 AND 1994

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.

            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  records  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.

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

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

2           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

            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 years ended December 31, 1996, 1995 and 1994.

            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.

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

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

2           SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

           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  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,  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.

           Wexford  Management Corp. has been engaged to perform  administrative
           services for Presidio  and its direct and  indirect  subsidiaries  as
           well as the Partnership. 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").  During 1996,
           amounts paid to Wexford for administrative services rendered amounted
           to $42,545.

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

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

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

           Subject  to the  rights of the  Limited  Partners  under the  Limited
           Partnership Agreement,  Presidio will control the Partnership through
           its indirect  ownership  of all of the shares of the  Administrative,
           Investment  and, as of  February  28,  1995,  the  Associate  General
           Partners.  Presidio was managed by Presidio Management  Company,  LLC
           ("Presidio  Management"),  a  company  controlled  by a  director  of
           Presidio.  Presidio  Management  is  responsible  for the  day-to-day
           management  of Presidio  and,  among other  things,  has authority to
           designate directors of the  Administrative,  Investment and Associate
           General Partners.  In March 1996,  Presidio  Management  assigned its
           agreement for the day-to-day management of Presidio to Wexford.

           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.

           Presidio has elected new directors for the Administrative, Investment
           and Associate  General  Partners.  However,  certain of  Integrated's
           former   employees  who  performed   services  with  respect  to  the
           Partnership are employed by Wexford.

           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, 1996,  1995 and 1994, the  Administrative  General
           Partner earned $775,060, $736,256 and $743,736, respectively, for its
           management  services.  Amounts  due  to  the  Administrative  General
           Partner at December  31, 1996 and 1995,  for  management  services of
           $205,670  and   $182,774,   respectively,   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, 1996, 1995 and 1994, the
           Investment  General  Partner  earned  $76,184,  $64,149 and  $67,725,
           respectively,  for  mortgage  servicing  fees.  Amounts  due  to  the
           Investment  General  Partner  at  December  31,  1996 and  1995,  for
           mortgage  servicing  fees of $19,046 and  $19,174,  respectively,  is
           included in due to affiliates.
<PAGE>
                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

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

           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,  1996,  1995 and 1994.  Management  fees  earned by the
           unaffiliated  local management  company amounted to $55,920,  $48,241
           and $41,502 for the years ended  December  31,  1996,  1995 and 1994,
           respectively.

           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  affiliates  of Presidio  purchased  536,959 units of the
           Partnership.  These  purchases  represent  approximately  9.4% of the
           outstanding limited partnership units of the Partnership,and  entitle
           the purchaser to approximately  $59,000 in distributions for the year
           ended December 31, 1996.

4           INVESTMENTS IN MORTGAGE LOANS

           As of December 31, 1996, the  Partnership  has funded an aggregate of
           $30,762,500 in seven  outstanding  mortgage loans,  consisting of six
           first mortgage  loans and one  wraparound  mortgage loan. On July 25,
           1995 the  Partnership  purchased  the Medford  loan in the  principal
           amount of $8,612,500.  On February 2, 1994, the 415 East 149th Street
           loan  was  repaid  in  its  entirety  and  the  Partnership  received
           $4,781,922  consisting of principal and accrued interest through that
           date.  On October 11,  1994,  the 134-140  East Fordham Road loan was
           repaid  in its  entirety  and  the  Partnership  received  $5,238,595
           consisting of principal and accrued interest through that date.

           Bank of California, Seattle Loan

           The Bank of  California,  Seattle 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 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").
<PAGE>
                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

4           INVESTMENTS IN MORTGAGE LOANS (continued)

            Bank of California, Seattle Loan (continued)

           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.

           The Wrap Loan is  secured  by a  Wraparound  Deed of Trust,  Security
           Agreement, Financing Statement and Assignment of Lessor's Interest in
           Ground  Lease(s)  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
<PAGE>
                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

4           INVESTMENTS IN MORTGAGE LOANS (continued)

            Bank of California, Seattle Loan (continued)

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

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

4           INVESTMENTS IN MORTGAGE LOANS (continued)

            Bank of California, Seattle Loan (continued)

           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 related to the bankruptcy which amount is
           included in the accompanying statement of income as other income.

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

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

4           INVESTMENTS IN MORTGAGE LOANS (continued)

           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  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.

           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 has a  floating  interest
           rate,  capped at 10%, based on the Eurodollar rate for each quarterly
           interest  period plus 280 basis  points.  It is 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 has the right to two, one year  extensions  for a fee of
           $23,500 each year,  provided the loan to value ratio at the time does
           not exceed 60%. The loan is  collateralized  by a guarantee  from the
           borrower's principals, should the borrower default, and is secured by
           a 121,660  square foot shopping  center known as the Medford  Village
           Outlet Center located in Medford, Minnesota.

           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 are due based upon a payment schedule which requires
           monthly  payments  ranging  from  $6,250 and  increasing  to $23,750.
           Interest,  which is in excess of amounts  received,  is deferred  and
           added to the principal balance for purposes of computing interest.

           For the quarter  ended  September  30, 1996,  Partnership  recorded a
           provision  for loan  losses in the  amount of  $1,547,830  and ceased
           accruing  interest on the Santa Ana loan.  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
<PAGE>
                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

4           INVESTMENTS IN MORTGAGE LOANS (continued)

           Santa Ana Square Loan (continued)

           flow from the operation of the center has 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  a provision of $1,547,830.  This loan
           matures in March 1997.  The  Partnership  is currently  negotiating a
           payoff amount that more  accurately  reflects  current market values.
           The amount has not yet been determined.

           Xerox Loan

           In March, 1997, the Xerox loan matures.  The Partnership is currently
           negotiating a payoff  amount that more  accurately  reflects  current
           market values. The amount has not yet been determined.

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

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

4           INVESTMENTS IN MORTGAGE LOANS (continued)

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

                                                       
                                                                                     Interest
                                                                                    Recognized   Contractual
                                                                        Mortgage    Year Ended     Balance     Carrying value at
                                                           Maturity     Amount     December 31,  December 31,      December 31,
Description                 Current %     Deferred %         Date      Advanced        1996       1996 (4)    1996 (3)   1995 (3)
-----------                 ---------     ----------         ----      --------        ----       --------    --------   --------
<S>                         <C>            <C>            <C>         <C>         <C>         <C>           <C>         <C>
Shopping Centers
Santa Ana Square
  Santa Ana, CA (5)(9)(10)       10.91       1.29-0        March 1997 $ 2,600,000  $  344,388  $ 4,119,466   $ 2,495,981 $ 3,984,645

Lucky Supermarket
  Buena Park, CA (6) .....  8.41-10.00(1)   1.82-0(1)      May 2005     2,200,000     221,539    2,460,780     2,244,550   2,250,159

Avon Market Ctr ..........
  Avon, CO (5)(8) ........        8.35         --          April 2003   3,750,000     307,674    3,673,112     3,673,112   3,696,458

Medford Village Outlet
  Center
  Medford, MN (5)(8)              8.55         --          April 1998   8,612,500     654,607    8,175,000     8,239,815   8,638,426



Office Buildings
Bank of California
  Seattle, WA (2)(6)(7) ..  9.36-10.24       3.0-0         May 1998     8,500,000   1,145,297   16,657,000     8,573,639   8,623,102

Xerox
  Arlington, TX (6)(10) ..        4.55(1)  10.38-11.47(1)  March 1997   1,100,000      42,513    1,946,060     1,101,872   1,109,596

Lionmark Corp. Ctr .......
  Columbus, OH( 5) .......        8.50        --           June 2003    4,000,000     334,671    3,926,718     3,926,718   3,950,540
                                                                      -----------  ----------  -----------   ----------- -----------
                                                                      $30,762,500  $3,050,689  $40,958,136   $39,255,687 $32,252,926
                                                                      ===========  ==========  ===========   =========== ===========

--------------
 
1.   In  addition  to  the  fixed  interest,  the  Partnership  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.  Approximately
     $6,000, $3,400 and $800 of contingent interest was earned during 1996, 1995
     and 1994, respectively.
<PAGE>
2.   All of the above  mortgage  loans are first  mortgage  loans except for the
     Bank of California  which is a wraparound  mortgage  loan,  subordinate  to
     prior liens held by others with no recourse.

3.   The  carrying   values  of  the  above  mortgage  loans  are  inclusive  of
     acquisition  fees,  accrued  interest  recognized  and  allowance  for loan
     losses.

4.   The contractual  balance  represents the original  mortgage amount advanced
     plus accrued  interest  calculated in accordance with the loan  agreements,
     less principal amortization received.

5.   These loans are accounted for under the interest method.

6.   These loans are accounted for under the investment method.

7.   This loan is currently in default, as previously discussed.

8.   This loan was made in July 1995 and has a floating interest rate, capped at
     10%, based on the Eurodollar  rate for each quarterly  interest period plus
     280 basis  points.  Such loan was made with the proceeds of two loans which
     were repaid during 1994.

9.   During  1996,  the  Partnership  recorded a  provision  for loan  losses of
     $1,547,830  on this loan and ceased  accruing  interest as of September 30,
     1996.

10.  These loans mature in March 1997. The Partnership is currently  negotiating
     payoff amounts that more  accurately  reflect  current  market values.  The
     amounts have not yet been determined.
</TABLE>
<PAGE>
                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

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, 1994 .....    $ 12,089,145     $ 21,510,267     $ 33,599,412

Interest recognized ..........         892,741        1,497,319        2,390,060
Loan payoffs/foreclosures ....            --         (9,916,957)      (9,916,957)
Amortization of loan principal            --           (174,295)        (174,295)
Cash received inclusive of
  current interest accruals ..        (942,202)      (1,368,120)      (2,310,322)
                                  ------------     ------------     ------------

Balance, December 31, 1994 ...      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     $ 18,355,849     $ 30,255,687
                                  ============     ============     ============
</TABLE>
<PAGE>
                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

4           INVESTMENTS IN MORTGAGE LOANS (continued)

           Unaudited  financial  information for mortgage loans which exceed 10%
           of  the  Partnership's  original  contributions,   is  summarized  as
           follows:

           MG Medford Limited Partnership
<TABLE>
<CAPTION>

                                                               December 31,
                                                                   1996
                                                              ------------
<S>                                                           <C>
           Total assets                                       $   *
           Total liabilities                                  $   *
           Revenues                                           $   908,000
           Net Income                                         $   546,000
</TABLE>
           * Certain  unaudited  information with respect to the Medford Village
           loan is not yet available to the Partnership.

            Gum Loong, L.P.

           Due to the bankruptcy filing of Gum Loong, L.P.,  unaudited financial
           information for 1996 and 1995 is not presently available for The Bank
           of  California  property,  an office  building  located  in  Seattle,
           Washington.

5           REAL ESTATE

           A summary of the Partnership's real estate is as follows:
<TABLE>
<CAPTION>
                                                         December 31,
                                                    1996                1995
                                                -----------         -----------
<S>                                             <C>                 <C>
Land ...................................        $ 1,902,000         $ 1,902,000
Buildings and improvements .............          6,520,190           6,429,702
                                                -----------         -----------
                                                  8,422,190           8,331,702
Less accumulated depreciation ..........           (645,032)           (450,608)
                                                -----------         -----------

                                                $ 7,777,158         $ 7,881,094
                                                ===========         ===========

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

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

5           REAL ESTATE (continued)

           Landover, Md.

           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 the years ended December
           31,  1996,  1995 and  1994 in the  amount  of  $48,926,  $49,189  and
           $49,397,  respectively.   Such  amounts  are  included  in  operating
           expenses 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 at December 31, 1996
           and 1995. The Partnership does not presently plan to commence removal
           of the  asbestos  until a  purchaser  or tenant for the  property  is
           identified.

           The owner of the Landover Mall ("Mall Owner"),  where the property is
           located, has 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  believes  it may be
           obligated  only for the actual  value of certain  items.  Discussions
           between the  Partnership  and Mall Owner are on-going as to the exact
           amount to be paid. However,  the Partnership has provided a liability
           (included   in  accounts   payable   and  accrued   expenses  in  the
           accompanying balance sheet) in the amount of $500,829 and $356,829 at
           December 31, 1996 and 1995, respectively, for such charges.

           As of December 31, 1996, the Garfinkel's property is vacant.

           Groton, Ct.

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

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

5           REAL ESTATE (continued)

           Groton, Ct. (continued)

           Groton Associates  defaulted on its interest payment due September 1,
           1991. In June 1992, the Bankruptcy  Court approved a Stipulation  and
           Order authorizing Groton Associates to use rents collected to operate
           its  business  and  remit the  excess  cash to the  Partnership  on a
           monthly basis, retroactive to June 1, 1992. The Partnership, using an
           internally  generated  appraisal prepared with current property data,
           established an allowance for loan loss of $750,000 on the Groton loan
           during  1991.  In  addition,   during  1991,  the   Partnership   had
           established reserves of approximately  $528,000 for deferred interest
           due from Groton Associates and approximately $130,000 for acquisition
           fees  incurred  when  this  loan  was  funded.  In  March  1993,  the
           Partnership  received  a  third  party  appraisal  which  valued  the
           property at  $6,500,000.  As a result,  the  Partnership  provided an
           additional  allowance  for loan loss of  $750,000  on the Groton loan
           during 1993.

           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 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.  There was a lien
           against the  property  for past due real estate  taxes  amounting  to
           approximately  $200,000 which were not paid by the borrower but which
           were provided for by the  Partnership for the year ended December 31,
           1993. In February 1994, the  Partnership  paid $212,837  representing
           payment in full of all property taxes and interest due for the period
           prior to the foreclosure.

           Occupancy at the shopping center has declined from  approximately 82%
           at the time of foreclosure to approximately 77% at December 31, 1996.
           The  anticipated  lease-up of the vacant space has not occurred as of
           December 31, 1996 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 carrying value could
<PAGE>
                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

5           REAL ESTATE (continued)

           Groton, Ct. (continued)

           not  be  realized  and   consequently,   recorded  a  write-down  for
           impairment  on the  shopping  center  of  $1,860,000.  This  analysis
           determined  the net  realizable  value of the Groton  property  to be
           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.

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  and $398,359
           for  each  of  the  quarters   ended  December  31,  1996  and  1995,
           respectively,  were  paid in the  first  quarters  of 1997 and  1996,
           respectively.  Distributions  of $6,323  and  $4,024  payable  to the
           general partners for each of the quarters ended December 31, 1996 and
           1995,  respectively,  were paid in the first quarters of December 31,
           1997 and 1996, respectively.

7           COMMITMENTS AND CONTINGENCIES

           Status of Integrated

           On  February  13,  1990,  Integrated,  the  sole  shareholder  of the
           Administrative  and Investment  General  Partners,  filed a voluntary
           petition for  reorganization  under  Chapter 11 of the United  States
           Bankruptcy Code.  Integrated's  bankruptcy has not directly  affected
           the Partnership's operations.

           On  August  8,  1994,  the  Bankruptcy  Court  confirmed  a  Plan  of
           Reorganization   (the  "Steinhardt   Plan")  proposed  by  Steinhardt
           Management  Company,  Inc. and the Official Committee of Subordinated
           Bondholders  and  on  November  3,  1994,  the  Steinhardt  Plan  was
           consummated.  Presidio  purchased  substantially all of the assets of
           Integrated,   including  its  interest  in  the   Administrative  and
           Investment General Partners and in RSMC. Presidio is a British Virgin
           Islands corporation owned 12% by IR Partners,  a general partnership,
           and 88% by former creditors of Integrated.

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

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

7           COMMITMENTS AND CONTINGENCIES (continued)

           HEP Action (continued)

           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
           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  recused  itself  from
           considering  a motion to  intervene  and to file a new  complaint  in
           intervention  by one  of the  objectors  to the  revised  settlement,
           granted the request of one of the Plaintiffs' law firm to withdraw as
           class counsel and scheduled future hearings on various matters.

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

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
 

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

           The   Partnership   files  its  tax  returns  on  an  accrual  basis.
           Additionally,  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.

           A  reconciliation  of net income per financial  statements to the tax
           basis of accounting is as follows:
<TABLE>
<CAPTION>
                                                    Year ended December 31,
                                           -------------------------------------------
                                               1996            1995             1994
                                           -----------     -----------     -----------
<S>                                        <C>             <C>             <C>

Net income per financial statements ...    $ 1,244,262     $   253,726     $ 1,864,168

Difference in provision for loan losses
     and write-down for impairment ....      1,547,830       1,860,000            --

Difference in income recognized on
     mortgage investments .............        745,403         863,987       1,010,939

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

Tax depreciation in excess of
     financial statement depreciation .        (20,717)        (21,647)        (18,898)
                                           -----------     -----------     -----------

Net income per tax basis ..............    $ 3,660,778     $ 2,956,066     $ 2,856,209
                                           ===========     ===========     ===========
</TABLE>
<PAGE>
                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

           The differences  between the  Partnership's  net assets per financial
           statements to the tax basis of accounting are as follows:
<TABLE>
<CAPTION>
                                                             December 31,
                                                  -----------------------------
                                                       1996              1995
                                                  ------------     ------------
<S>                                               <C>              <C>
Net assets per financial statements ..........    $ 46,946,878     $ 48,231,879

Deferred interest receivable .................       9,367,011        8,653,207

Acquisition fees .............................         (42,678)         (74,275)

Allowance for loan losses and impairments ....       3,407,830        1,860,000

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 ........         (75,545)         (54,828)
                                                  ------------     ------------

Net assets per tax basis .....................    $ 62,417,193     $ 61,285,680
                                                  ============     ============

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

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994


9          SUBSEQUENT EVENT

           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 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.
 
Item 9.         Changes in and Disagreements with Accountants on Accounting and 
                Financial Disclosure

           None.
<PAGE>
<TABLE>
<CAPTION>
                                                                     Schedule II


                                 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, 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
                              ===========       ==========      =====       ======     ===========



(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.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                     Costs Capitalized                  Gross Amount at  
                                               Initial Cost to         Subsequent to                      Close of                
                                                 Partnership            Acquisition                        Period
                                     -------------------------  -------------------------    ------------------------------------- 
                                                  Building                                                Building      Write-Down
                         Encum-                      and                         Carrying                   and            for
 Description            brances        Land      Improvements   Improvements      Costs         Land     Improvements   Impairment
 -----------            -------        ----      ------------   ------------      -----         ----     ------------   ----------  
<S>                     <C>          <C>          <C>             <C>           <C>          <C>          <C>            <C>       
LANDOVER MALL           $    --      $ 640,000     $2,560,000     $   --        $  84,404    $  640,000   $2,644,404    $  --
LANDOVER, MARYLAND

GROTON SHOPPING CENTER       --       1,820,000     4,680,000      497,786            --      1,820,000    5,177,786     (1,860,000)
GROTON, CONNECTICUT
                        --------     ----------    ----------     --------      ---------    ----------   ----------    -----------
TOTAL                   $    --      $2,460,000    $7,240,000     $497,786      $  84,404    $2,460,000   $7,822,190    $(1,860,000)
                        ========     ==========    ==========     ========      =========    ==========   ==========    =========== 
  
<CAPTION>

                        Gross Amount                                                     Life on Which
                          Close of                                                     Depreciation In
                           Period                                                        Latest Income
                        ------------      Accumulated        Date of         Date        Statement is                  
 Description               Total          Depreciation     Construction    Acquired        Computed                  
 -----------              -----          ------------     ------------    --------        --------                  
<S>                       <C>            <C>              <C>             <C>            <C>    
LANDOVER MALL         
LANDOVER, MARYLAND        $3,284,404     $ 265,140         N/A            12/21/92       40 YEARS
                                                                                         Straight-line method

GROTON SHOPPING CENTER
GROTON, CONNECTICUT        5,137,786       379,892         N/A            12/9/93        40 YEARS
                                                                                         Straight-line method
                          ----------     ---------                                       
TOTAL                     $8,422,190     $ 645,032
                          ==========     =========                  
</TABLE>
<PAGE>
(A)  RECONCILIATION OF REAL ESTATE OWNED
<TABLE>
<CAPTION>
                                         Year ended December 31,
                                  ------------------------------------
                                     1996         1995         1994
                                  ----------   ----------   ----------
<S>                               <C>          <C>           <C>
Balance at beginning of year      $8,331,702   $ 9,916,235   $9,784,404 
Additions during year
  Improvements                        90,488       275,467      131,831                  
  Write-down for impairment             --      (1,860,000)       --
                                  ----------   -----------   ----------
Balance at end of year            $8,422,190   $ 8,331,702   $9,916,235
                                  ==========   ===========   ==========
                                  


(B)  RECONCILIATION OF ACCUMULATED DEPRECIATION


                                         Year ended December 31,
                                  ------------------------------------
                                     1996         1995         1994
                                  ----------   ----------   ----------
<S>                               <C>          <C>          <C>
Balance at beginning of year      $450,608     $261,316     $ 76,558
Additions during year
   Depreciation(1)                 194,424      189,292      184,758           
                                  --------     --------     --------
Balance at end of year            $645,032     $450,608     $261,316  
                                  ========     ========     ======== 

                                   
Note:  The aggregate cost for income tax purposes is $10,282,190 at December 31,
1996.
</TABLE>
<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, 1997, the executive officers and directors of the Administrative
General Partner were as follows:
<TABLE>
<CAPTION>
                                                                                  Has Served As a               
                                                                                  Director and/or
       Name              Age              Position                                  Officer Since
       ----              ---              --------                                  -------------
<S>                       <C>      <C>                                             <C>
Joseph M. Jacobs          43       Director and President                          November 1994
--------------------------------------------------------------------------------------------------
Jay L. Maymudes           36       Director,  Vice President,                      November 1994
                                   Secretary and Treasurer
--------------------------------------------------------------------------------------------------
Frederick Simon           42       Vice President                                  February 1996
--------------------------------------------------------------------------------------------------
Arthur H. Amron           40       Vice President and Assistant Secretary          November 1994
--------------------------------------------------------------------------------------------------
Robert Holtz              29       Vice President                                  November 1994
--------------------------------------------------------------------------------------------------
Mark Plaumann             41       Vice President                                  March 1995
--------------------------------------------------------------------------- ----------------------
</TABLE>

Joseph M.  Jacobs  has been a  director  and  President  of  Presidio  since its
formation in August 1994 and a Director, Chief Executive Officer,  President and
Treasurer of Resurgence  Properties  Inc., a company engaged in diversified real
estate  activities  ("Resurgence"),  since its  formation  in March 1994.  As of
January 1, 1996, Mr. Jacobs was a member and the President of Wexford.  From May
1994 to December 1995, Mr. Jacobs was the President of Wexford  Management Corp.
From 1982 through May 1994,  Mr.  Jacobs was employed by, and since 1988 was the
President  of, Bear  Stearns  Real Estate  Group,  Inc.,  a firm  engaged in all
aspects of real  estate,  where he was  responsible  for the  management  of all
activities, including maintaining worldwide relationships with institutional and
individual real estate investors, lenders, owners and developers.
<PAGE>
Jay L.  Maymudes has been the Chief  Financial  Officer,  a Vice  President  and
Treasurer of Presidio since its formation in August 1994 and the Chief Financial
Officer  and a Vice  President  of  Resurgence  since  July 1994,  Secretary  of
Resurgence since January 1995 and Assistant  Secretary from July 1994 to January
1995.  Since January 1, 1996, Mr. Maymudes has been the Chief Financial  Officer
and a Senior Vice President of Wexford and was the Chief Financial Officer and a
Vice President of Wexford Management Corp. from July 1994 to December 1995. From
December 1988 through June 1994,  Mr.  Maymudes was the Secretary and Treasurer,
and since  February  1990 was the Senior Vice  President of Dusco,  Inc., a real
estate  investment  advisor,  where he was responsible  for all financial,  tax,
treasury and financing functions.

Frederick  Simon was a Senior Vice President of Wexford  Management  Corp.  from
November 1995 to December 1995.  Since January 1996, Mr. Simon has been a Senior
Vice  President  of Wexford.  He is also a Vice  President of  Resurgence.  From
January 1994 through  November 1995,  Mr. Simon was an  independent  real estate
investor.  From 1984 through 1993,  Mr. Simon was Executive Vice President and a
Partner of Greycoat Real Estate  Corporation,  the United States arm of Greycoat
PLC, a London stock exchange real estate investment and development company.

Arthur H. Amron has been a Senior  Vice  President  of certain  subsidiaries  of
Presidio since  November  1994.  Since January 1996, Mr. Amron has been a Senior
Vice President and the General  Counsel of Wexford.  Also, from November 1994 to
December 1995,  Mr. Amron was the General  Counsel and, since March 1995, a Vice
President of Wexford Management Corp. From 1992 through November 1994, Mr. Amron
was an attorney with the law firm of Schulte,  Roth and Zabel.  Previously,  Mr.
Amron was an attorney with the law firm of Debevoise & Plimpton.

Robert Holtz has been a Senior Vice  President and  Secretary of Presidio  since
its formation in August 1994 and a Vice  President  and  Assistant  Secretary of
Resurgence  since its formation in March 1994.  Since January 1, 1996, Mr. Holtz
has been a Senior Vice  President and member of Wexford and was a Vice President
of Wexford  Management  Corp.  from May 1994 to December 1995. From 1989 through
May 1994,  Mr. Holtz was employed  by, and since 1993 was a Vice  President  of,
Bear Stearns Real Estate Group,  Inc.,  where he was  responsible  for analysis,
acquisitions  and management of the assets owned by Bear Stearns Real Estate and
its clients.

Mr.  Plaumann had been a Senior Vice  President of Wexford  since  January 1996.
From February 1995 through  December 1995,  Mr.  Plaumann had been a Senior Vice
President of Wexford  Management  Corp. Mr. Plaumann was employed by Alvarez and
Marsel,  Inc. as a Managing Director from February 1990 through January 1995, by
American  Healthcare  Management  Inc. from February 1985 to January 1990 and by
Ernst & Young from January 1973 to February 1985.
<PAGE>
As of March 15, 1997,  the executive  officers and  directors of the  Investment
General Partner were as follows:
<TABLE>
<CAPTION>
                                                                                   Has Served as a
                                                                                  Director and/or 
    Name                    Age                      Position                     Officer Since
    ----                    ---                      --------                     -------------
<S>                         <C>       <C>                                         <C>
Frank Goveia                50        Director                                    November 1995
--------------------------------------------------------------------------------------------------------
Frederick Simon             42        President                                   February 1996
-------------------------------------------------------------------------------------------------------
Robert Holtz                29        Director and Vice President                 November 1994
---------------------------------------------------------------------------------------------------------
Jay L. Maymudes             36        Vice President, Secretary and Treasurer     November 1994
-----------------------------------------------------------------------------------------------------------
Arthur H. Amron             40        Vice President and Assistant Secretary      November 1994
--------------------------------------------------------------------------------------------------------
Mark Plauman                41        Vice President                              March 1995
-------------------------------------------------------------------------------------------------------
</TABLE>

Frank Goveia has served as an officer of the  Investment  General  Partner since
November 1985 and had previously been an officer of the  Administrative  General
Partner.  Frederick  Simon has served as an officer  of the  Investment  General
partner since  February 1996. All of the others are serving their second term in
such  positions  and  were  newly  elected  following  the  consummation  of the
Steinhardt Plan under which the  Administrative  and Investment General Partners
became indirectly wholly owned by Presidio.

Frank Goveia has been the Chief Operating Officer and a Senior Vice President of
Wexford since January 1996.  From July 1994 to December  1995,  Mr. Goveia was a
Vice  President of Wexford  Management  Corp.  Mr.  Goveia was  associated  with
Integrated  from February 1983 to November 1994, and was a Senior Vice President
since 1990, primarily involved in financial reporting and controls.

There are no family  relationships  between any executive  officer and any other
executive officer or director of either the Administrative or Investment General
Partner.
<PAGE>
Associate General Partner

In December  1994,  Richard Ader notified  Registrant  of his  withdrawal as the
Associate General Partner of Registrant.  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 officers and  directors of the  Associate  General  Partner are as
follows:
<TABLE>
<CAPTION>
                                                                                 Has Served as a 
                                                                                 Director and/or 
     Name                  Age             Position                              Officer Since
     ----                  ---             --------                              -------------
<S>                         <C>       <C>                                         <C>
Robert Holtz                29        Director and President                      March 1995
------------------------------------------------------------------------------------------------
Mark Plauman                41        Director and Vice President                 March 1995
------------------------------------------------------------------------------------------------
Jay L. Maymudes             36        Vice President, Secretary and Treasurer     March 1995
------------------------------------------------------------------------------------------------
Arthur H. Amron             40        Vice President and Assistant Secretary      March 1995
------------------------------------------------------------------------------------------------
</TABLE>

See the  biographies  of the above named officers and directors in the preceding
section.

Many  of the  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."
<PAGE>
Item 12.   Security Ownership of Certain Beneficial Owners and Management

As of March 1, 1997, 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 Address of         Amount of Beneficial      Percentage of
  Title of Class               Beneficial Owner                 Ownership          Beneficial Ownership
  --------------               ----------------                 ---------          --------------------
<S>                          <C>                                 <C>                     <C>     
Limited Partnership Units    Presidio Partnership II             506,649                8.9%
                                  Corp.
                             411 West Putnam Ave.
                             Greenwich, CT 06830
                              
</TABLE>

As of March  1,  1997,  none of the  General  Partners  or  their  officers  and
directors  were  known by  Registrant  to  beneficially  own  Units or shares of
Presidio, the parent of the General Partners.

As of March 1, 1997, there were 8,766,569  shares of outstanding  Class A common
stock of  Presidio  (the  "Shares").  The  following  table sets  forth  certain
information  known to  Registrant  with respect to  beneficial  ownership of the
Class A shares of Presidio  as of March 1, 1997 by each person who  beneficially
owns 5% or more of the Class A shares,  U.S. $.01 par value. The holders Class A
shares are  entitled  to elect three out of the five  members of the  Presidio's
Board of Directors with the remaining two Directors  being elected by holders of
the Class B shares, U.S. $.01 par value of Presidio.
<TABLE>
<CAPTION>
                                         Beneficial Ownership             Percentage
Name of Beneficial Owner                  Number of  Shares              Outstanding
------------------------                  ---------  ------              -----------
<S>                                           <C>                           <C>
Thomas F. Steyer/Fleur A. Fairman             4,553,560(1)                  51.8%

John M. Angelo/Michael L. Gordon              1,231,762(2)                  14.0%

Intermarket Corp.                             1,000,918(3)                  11.4%

M. H. Davidson & Co.                            474,205(4)                   5.4%
-----------------

(1)    As the  managing  partners of each of  Farallon  Capital  Partners,  L.P.
       ("FCP"), Farallon Capital Institutional Partners, L.P. ("FCIP"), Farallon
       Capital Institutional Partners II, L.P. ("FCIP II") and Tinicum Partners,
       L.P. ("Tinicum"),  (collectively, the "Farallon Partnerships"),  may each
       be deemed to own  beneficially for purposes of Rule 13d-3 of the Exchange
       Act  the   1,397,318,   1,610,730,   607,980  and  241,671  shares  held,
       respectively, by each of such Farallon Partnerships.

       Farallon Capital  Management,  LLC ("FCMLLC"),  the investment advisor to
       certain discretionary accounts which collectively hold 695,861 shares and
       Enrique H.  Boilini,  David I. Cohen,  Joseph F.  Downes,  Jason M. Fish,
       Andrew B. Fremder, William F. Mellin, Steven L. Millham, Meridee A. Moore
       and Thomas F. Steyer, as a managing member of FCMLLC  (collectively,  the
       "Managing  Members") may be deemed to be the  beneficial  owner of all of
       the shares owned by such discretionary accounts. FCMLLC and each Managing
       Member disclaims any beneficial ownership of such shares.
<PAGE>
       Farallon Partners,  LLC ("FPLLC") (the general partner of FCP, FCIP, FCIP
       II and Tinicum),  and each of Fleur A. Fairman,  Mr. Boilini,  Mr. Cohen,
       Mr. Downes, Mr. Fish, Mr. Fremder, Mr. Mellin, Mr. Millham, Ms. Moore and
       Mr. Steyer, each as managing member of FPLLC (collectively, the "Managing
       Members"),  may be deemed to be the beneficial owner of all of the shares
       owned by FCP, FCIP,  FCIP II and Tinicum.  FPLLC and each managing Member
       disclaims any beneficial ownership of such shares.

(2)    John  M.  Angelo  and  Michael  L.  Gordon,   the  general  partners  and
       controlling persons of AG Partners, L.P., which is the general partner of
       Angelo,  Gordon & Co., L.P., may be deemed to have  beneficial  ownership
       under  Section 13(d) of the Exchange Act of the  securities  beneficially
       owned by Angelo, Gordon & Co., L.P. and its affiliates.  Angelo, Gordon &
       Co., L.P., a registered investment advisor,  serves as general partner of
       various  limited  partnerships  and as investment  advisor of third party
       accounts with power to vote and direct the  disposition of Class A Shares
       owned by such limited partnerships and third party accounts.

(3)    Intermarket   Corp.   serves  as  General  Partner  for  certain  limited
       partnerships  and as  investment  advisor  to  certain  corporations  and
       foundations. As a result of such relationships,  Intermarket Corp. may be
       deemed  to have the  power to vote and the  power to  dispose  of Class A
       shares held by such partnerships, corporations and foundations.

(4)    Marvin H. Davidson,  Thomas L. Kempner Jr.,  Stephen M. Dowicz,  Scott E.
       Davidson  and  Michael J.  Leffell,  the  general  partners,  members and
       stockholders  of  certain   entitities  that  are  general   partners  or
       investment advisors of Davidson Kempner Institutional Partners,  L.P., M.
       H. Davidson and Co., Davidson Kempner  Internatinal  Ltd.  (collectively,
       the "Investment  Funds"), may be deemed to be the beneficial owners under
       Section 13(d) of the Exchange Act of the securities beneficially owned by
       the Investment Funds and their affiliates.

       In  addition,   Mr.  Kempner  owns  800  shares  and  may  be  deemed  to
       beneficially  own  certain  securities  held by certain  foundations  and
       trusts. Mr. Kempner disclaims beneficial ownership of such shares.

</TABLE>

All of Presidio's  Class B Shares are owned by IR Partners.  Such Class B Shares
are convertible in certain circumstances into 1,200,000 Class A Shares; however,
such shares are not convertible at present. IR Partners is a general partnership
whose general partners are Steinhardt Management,  certain of its affiliates and
accounts  managed by it and Roundhill  Associates.  Roundhill  Associates,  is a
limited partnership whose general partner is Charles E. Davidson,  the principal
of Presidio  Management,  the  Chairman of the Board of Presidio and a Member of
Wexford. Joseph M. Jacobs, the Chief Executive Officer and President of Presidio
and a Member and the President of Wexford,  has a limited partner's  interest in
Roundhill  Associates.  Pursuant to Rule 13d-3 under the Exchange  Act,  each of
Michael H. Steinhardt,  the controlling person of Steinhardt  Management and its
affiliates and Charles E. Davidson may be deemed to be beneficial owners of such
1,200,000 shares.

Shares  held by each Class A Director  of  Presidio  were  issued  pursuant to a
Memorandum  of  Understanding  Regarding  Compensation  of Class A Directors  of
Presidio. (See "Executive Compensation - Compensation of Directors.")
<PAGE>
The address of Thomas F. Steyer and the other individuals  mentioned in footnote
1 to the table above  (other  than Fleur A.  Fairman)  is c/o  Farallon  Capital
Partners,  L.P., One Maritime  Plaza,  San Francisco,  California  94111 and the
address of Fleur A. Fairman is c/o Farallon Capital Management,  Inc., 800 Third
Avenue,  40th Floor, New York, New York 10022.  The address of Angelo,  Gordon &
Co., L.P. and its affiliates is 245 Park Avenue,  26th Floor, New York, New York
10167.  The address for Intermarket  Corp. Is 667 Madison Avenue,  New York, New
York 10021. The address for M. H. Davidson & Co., is 885 Third Avenue, New York,
New York 10022.
<PAGE>
Item 13.   Certain Relationships and Related Transactions

During  Registrant's  fiscal year ended December 31, 1996, 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           $787,253(1)

Resources Pension Advisory Corp.       Investment General Partner                $76,309(2)

Presidio AGP Corp.                     Associate General Partner                    $125(3)

(1)    This amount includes the following:

       (a)a Partnership  Management  Fee of $775,060 for managing the affairs of
          Registrant.

       (b)$12,193 as the  Administrative  General Partner's share of the General
          Partners' 1% distribution of Adjusted Cash From Operations.

(2)    This amount includes the following:

       (a)a Mortgage  Servicing  Fee of $76,184 for  servicing the mortgage loan
          portfolio of Registrant.

       (b)$125  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% interest in Adjusted Cash from Operations.

(4)    Pursuant  to  Registrant's  Partnership  Agreement,  for the  year  ended
       December 31, 1996, the General Partners were allocated  taxable income as
       follows:  taxable income of $74,035 to the Administrative General Partner
       and  taxable  income  of $756 to each  of the  Investment  and  Associate
       General Partners.
</TABLE>
<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.*

(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.


RESOURCES PENSION SHARES 5, L.P.


By:        RESOURCES CAPITAL CORP.
           Administrative General Partner
                                                                DATE

By:        /s/Joseph M. Jacobs                             March 29, 1997
           -------------------
           Joseph M. Jacobs
           President


By:        RESOURCES PENSION ADVISORY CORP.
           Investment General Partner


By:        /s/ Frederick Simon                            March 29, 1997
           -------------------
           Frederick Simon
           President


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 (with respect to The  Administrative and Investment General Partners)
and on the dates indicated.


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


/s/ Joseph M. Jacobs         Director and President               March 29, 1997
Joseph M. Jacobs             (Principal Executive Officer)

/s/ Frank Goveia             Director and Vice  President         March 29, 1997
---------------- 
Frank Goveia

/s/ Jay L. Maymudes          Director and President               March 29, 1997
------------------- 
Jay L. Maymudes              (Principal Financial Officer
                             and Principal Accounting Officer)

<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.*

           * Filed herewith