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

                                    FORM 10-K

 [ X ]    ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE 
          SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

                   For the fiscal year ended December 31, 1998

                                       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, Suite 270, Greenwich, CT              06830
 ------------------------------------------------              -----
 (Address or principal executive offices)                    (Zip Code)

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

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

                                      None
                                ----------------
                                (Title of Class)
                                ----------------

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

                      Units of Limited Partnership Interest
                      -------------------------------------
                                (Title of Class)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the preceding 12 months (or for such shorter period that  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes  [ X ]   No   [  ]

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of the  registrant's  knowledge,  in definitive proxy or information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ X ]
                                                                         
                                        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)  were
required  to be  reinvested  by  Registrant  or  held as  reserves.  Thereafter,
Resources  Capital  Corp.  (the  "Administrative  General  Partner")  may either
reinvest or distribute any such  Disposition  Proceeds.  Due to the  substantial
changes which have occurred in the real estate financing markets during the last
several  years,  none of the mortgage  loans made after 1992 contain  provisions
permitting Registrant to participate in the economic benefits of any increase in
a property's  revenue or value  ("Participations").  Such mortgage loans also do
not  provide  for a certain  portion of the base  interest to accrue and be paid
upon maturity of the respective  mortgage loan,  upon sale or refinancing of the
property or after a stated  period of time.  Certain loans made prior to 1993 do
contain such features. The security for any mortgage loan investment is intended
to consist of commercial and industrial  properties  (such as office  buildings,
shopping centers and industrial buildings) and, possibly, leasehold interests in
properties.

Registrant had registered  16,000,000 units of limited  partnership  interest at
$10 per interest  (the  "Units") with the  Securities  and Exchange  Commission,
6,000,000  of which were for  Registrant's  Reinvestment  Plan.  On February 12,
1988,  Registrant  terminated its offering of Units,  having raised  $56,908,426
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.

The Investment General Partner of 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,  as  a  result  of  the  reorganization   plan  relating  to
Integrated's  bankruptcy,  indirect  ownership  of  the  Administrative  General
Partner,  the Investment  General Partner and the Associate  General Partner was
purchased by Presidio.

In December  1994,  Richard Ader,  the Associate  General  Partner of Registrant
previously associated with Integrated,  notified Registrant of his withdrawal as
Associate General Partner. The withdrawal became effective on February 28, 1995.
Upon the  effective  date,  Presidio  AGP Corp.  ("Presidio  AGP"),  a  Delaware
corporation,  became the Associate General Partner.  The Administrative  General
Partner is also a general  partner in several other limited  partnerships  which
are controlled by Presidio.  (The  Investment  General  Partner,  Administrative
General Partner and the Associate  General Partner are hereinafter  collectively
referred to as the "General Partners.")

On August 28, 1997, an affiliate of NorthStar  Capital Partners  acquired all of
the class B shares of Presidio,  the corporate  parent of the General  Partners.
This  acquisition when aggregated with previous  acquisitions,  caused NorthStar
Capital Partners to acquire indirect control of the General Partners.  Effective
July 31, 1998, Presidio is indirectly controlled by NorthStar Capital Investment
Corp. ("NorthStar"), a Maryland corporation.
<PAGE>
Presidio was also party to an  Administrative  Services  Agreement  with Wexford
Management LLC  ("Wexford")  pursuant to which Wexford was  responsible  for the
day-to-day  management  of Presidio  and among other  things,  had  authority to
designate directors of the General Partners.

On November 2, 1997, the Administrative Services Agreement with Wexford expired.
Effective   November  3,  1997,   Wexford  and  Presidio   entered  into  a  new
Administrative  Services  Agreement  (the "ASA"),  which expired on May 3, 1998.
Under the  terms of the ASA,  Wexford  provided  consulting  and  administrative
services to Presidio  and its  affiliates  including  the General  Partners  and
Registrant.  Presidio also entered into a management  agreement  with  NorthStar
Presidio Management Company, LLC ("NorthStar Presidio").  Under the terms of the
management  agreement,  NorthStar Presidio provides the day-to-day management of
Presidio and its direct and indirect subsidiaries and affiliates.


Mortgage Investments of Registrant


As of December 31, 1998, the  Registrant had  investments in four first mortgage
loans in the original aggregate amount of $14,700,000.  The following table sets
forth, as of December 31, 1998, the outstanding  mortgage loan  investments made
by Registrant:
<TABLE>
<CAPTION>
                                                              Mortgage loans as of December 31, 1998
                                 ----------------------------------------------------------------------------------------
                                                   Original                                                    Current
                                                   Mortgage            Carrying         Date      Maturity    Interest 
                                   Sq. Ft.           Amount              Value         Funded       Date         Rate
                                   -------           ------              -----         ------       ----         ----
<S>                                           <C>                    <C>                 <C>        <C>         <C>        

     Shopping Center
     ---------------
     DVL, Inc.                       N/A      $     2,000,000        $    13,267 (2)     2/97       2/00        12.0%      
                                                                                                                          
     Lucky Supermarket                                                                                                    
     Buena Park, California       47,000            2,200,000          2,233,963         5/88       5/05        10.0% (1) 
                                                                                                                          
     Hotel                                                                                                                
     -----                                                                                                                
     Crowne Plaza Hotel                                                                                                   
     Cincinnati, Ohio            200,000            6,500,000          6,413,761        10/97       10/00         11%        
                                                                                                                          
     Office Building                                                                                                      
     ---------------                                                                                                      
     Lionmark Corporate                                                                                                   
     Ctr.  Columbus, Ohio         79,415            4,000,000          3,870,903         6/93       6/03         8.5%       
                                              ---------------        -----------     

                                              $    14,700,000        $12,531,894
                                              ===============        =========== 
</TABLE>
<PAGE>
(1)      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.

(2)      In January 1999, the DVL note was repaid in its entirety.

On December 21, 1992, the Investment  General Partner,  on behalf of Registrant,
foreclosed  on the property  securing the  Garfinkel  Loan. On December 9, 1993,
Registrant  foreclosed on the mortgage  securing the Groton Shopping Center (the
"Groton  Loan").  On September 30, 1997,  Registrant  received a deed-in-lieu of
foreclosure on the property underlying the Xerox loan and subsequently sold such
property during March 1998. See Item 2, "Properties."

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

On February 28, 1997,  Registrant  funded an additional  promissory  note in the
original  principal amount of $2,000,000 which was subsequently  repaid in full.
On October 31, 1997,  Registrant  funded a first  mortgage loan to Oliveye Hotel
Limited Partnership in the principal amount of $6,500,000.  In addition,  during
1997, Registrant received $8,129,181 in full satisfaction of the Medford Village
loan. In June 1998, Registrant received the full contractual balance on the Bank
of  California  Loan.  Also in June of 1998,  the Avon  Market  Center  Loan was
prepaid in its  entirety.  For  additional  information  regarding  Registrant's
mortgage investments see "Mortgage Transactions and Defaults" below.

For the year ended  December 31, 1998,  the Bank of  California  loan  generated
approximately 86% of Registrant's mortgage interest revenue.

Recent Mortgage Transactions

Bank of California, Seattle Loan

Bank of California  Loan, in the principal  amount of $8,500,000  ("Wrap Loan"),
was  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 was commonly known as the Bank of
California Building (the "Building"). The Land was 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 was held by Anchor  National Life Insurance  Company
("Anchor").  Under the  provisions  of the Wrap Loan,  Gum Loong was required to
make  the  payments  required  under  both the  Land  Loan and the Wrap  Loan to
Registrant on a monthly basis. Registrant, in turn, then paid Anchor the amounts
due  under  the Land Loan on a monthly  basis.  The Wrap Loan was  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  was  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 was  also  guaranteed  by Gum  Loong.
Registrant's  collateral for the Wrap Loan was the Land, the Ground Lease,  and,
subject to the BOT's lien, the Building.
<PAGE>
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 gave BOT the right,  after  commencing a  foreclosure  action,  to
exercise an option to have purchased  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 had 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  had  been  made,  including  payments  due
subsequent to September 30, 1994. The current Cash Collateral Order had required
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 believed that the collateral for the
Wrap Loan, the Land as encumbered by the Ground Lease,  was of sufficient  value
to realize the amount due under the Wrap Loan.  If BOT  exercised  the option to
purchase the Land,  it would have been  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 had 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.

Thereafter, BOT sought confirmation of various amended plans to which 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
<PAGE>
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  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 called 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 was also required to sell the
building and the property by June 1998 in a sale that must have been approved by
the Bankruptcy  Court,  and to which  Registrant  did not object,  or at a court
approved  auction in which the Registrant could bid. 

In June 1998, the Bankruptcy  Court approved  settlement of the Wrap Loan in its
entirety.  At that time, the net carrying value of the Wrap Loan on Registrant's
books  was  $8,500,000.  Registrant  received  the full  contractual  amount  of
$16,955,560,  of which  $8,500,000 was applied towards  principal and $8,455,560
applied to interest income.

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 is able to
be prepaid  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.

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

On April 1, 1998,  DVL sold another of the  properties  underlying  the Note and
made a $500,000  prepayment  to  Registrant.  $467,787  was applied  towards the
principal  balance of the Note and the  remainder  was applied to  interest  and
yield maintenance fee.

In January 1999, the DVL Note was repaid in its entirety.
<PAGE>
Xerox Loan

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

In March 1997, the Xerox loan matured in accordance with its terms. On September
30, 1997,  Registrant  received a  deed-in-lieu  of  foreclosure on the property
underlying  this  loan.  At that date,  the Xerox  loan had a carrying  value of
$1,100,000 and the underlying  property had an estimated net realizable value of
$1,500,000. Accordingly, Registrant reduced its investments in mortgage loans by
the carrying value of the Xerox loan and recorded an addition to real estate for
the fair market value of the underlying property,  which resulted in recognition
of interest income for amounts previously deferred in the amount of $400,000.

On March 10, 1998,  Registrant sold this property for  $1,550,000,  exclusive of
closing  costs of  approximately  $93,000.  At the time the  property  had a net
carrying  value of  $1,485,000,  resulting in a loss on the  disposition  of the
property of approximately $28,000.

Avon Market Center Loan

On March 19, 1993,  Registrant  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 was for a period of ten  years,  may not have been  prepaid
during its first two years and may have been prepaid thereafter without penalty.
This loan did not provide for any accrued or contingent interest.
The loan was secured by a shopping center located in Eagle County, Colorado.

On June 3, 1998,  the loan was  prepaid  in its  entirety.  Registrant  received
$3,694,492  of which  $3,638,804  was applied  towards  principal and $55,688 to
interest.


FOR ADDITIONAL INFORMATION REGARDING REGISTRANT'S MORTGAGE INVESTMENTS, SEE ITEM
8, "FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA", NOTE 4.


Competition

To the extent  Registrant  reinvests any funds received from loan  repayments or
property sales, Registrant will be in competition with other companies which are
engaged in the  business of making  loans and selling  properties.  Registrant's
competition would include a large number of lenders, many of whom have resources
substantially larger than those of Registrant.  The principal competitive factor
in  Registrant's  business  is the  effective  rate  charged  for  loans and the
loan-to-value ratio.
<PAGE>
In addition,  the properties which secure  Registrant's  mortgage loans may face
competition  from  similar  properties  in  the  vicinity.  To the  extent  such
competition  reduces the gross  revenue from the  operation  of such  properties
and/or  decreases  any  appreciation  in the  value  of  such  properties,  such
competition will reduce any contingent interest otherwise payable to Registrant.
Because  Presidio  (including its affiliates) is the parent of other entities in
addition  to the  General  Partners,  such  General  Partners  are or may become
affiliated  with other entities which are engaged in businesses that are, or may
in the future be, in direct competition with Registrant.

Employees

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


Item 2.           Properties

On December 21, 1992,  through a foreclosure  auction,  Registrant  acquired fee
simple title to the  Garfinkel  property by bidding  $3,200,000  of the mortgage
indebtedness owed to it. The Garfinkel property is located in Landover, Maryland
and is part of a regional  shopping center known as Landover Mall. The parcel of
land  comprises  approximately  4.93 acres.  The building is a two-story  retail
facility consisting of 93,384 rentable square feet of space.

The building  contains  asbestos-containing  material  and, on January 27, 1992,
Registrant  received  $450,000 from the former  property owner in exchange for a
release  of  a  personal  guarantee  which  obligated  the  owner  to  reimburse
Registrant  for  asbestos  removal to a maximum of  $500,000.  During June 1992,
$6,950 was paid for remedial  cleaning in connection  with the asbestos  removal
and at December 31, 1998, the unexpended  asbestos reserve aggregated  $443,050.
Registrant  does not presently plan to commence  removal of the asbestos until a
purchaser  or  tenant  for the  property  is  identified.  As of March 1,  1999,
Registrant  has been  unable to sell or lease  the  property,  and the  building
remains vacant.

On December 9, 1993,  through a  foreclosure  auction,  Registrant  acquired fee
simple title to the Groton  Shopping  Center  property.  The shopping  center is
located in Groton,  Connecticut.  The parcel of land comprises  approximately 17
acres. The property is a neighborhood  strip shopping center  containing a gross
leasable  area of 118,938  square  feet.  In  addition,  the strip  center has a
parking area for approximately 450 automobiles.  As of March 1, 1999, the Groton
Shopping Center was approximately 78% occupied.

On December 9, 1993, Registrant entered into a supervisory  management agreement
with  Resources  Supervisory  Management  Corp.  ("RSMC"),  also an affiliate of
Presidio,  to perform certain functions related to supervising the management of
the Groton  property.  As such, RSMC is entitled to receive as compensation  the
greater of 6% of annual gross revenues when leasing services are performed or 3%
of gross  revenues  when no leasing  services  are  performed.  During 1994 RSMC
entered into an  agreement  with an  unaffiliated  local  management  company to
perform such  services on behalf of  Registrant.  The terms of the agreement are
substantially  the same as the  agreement  entered into between  Registrant  and
RSMC. There was no fee earned by RSMC for the year ended December 31, 1998.

The Xerox property, located in Arlington, Texas, was acquired via a deed-in-lieu
of  foreclosure  on September  30, 1997.  The property had been  recorded at its
estimated net realizable value of $1,500,000 at such date. On March 10, 1998 the
property was sold for approximately $1,457,000, net of closing costs. Registrant
operated this property for the period through sale in 1998.
<PAGE>
Item 3.           Legal Proceedings

For a discussion of Legal  Proceedings,  see Item 8,  "Financial  Statements and
Supplementary  Data," Note 9, ("Commitments and Contingencies") to the Financial
Statements.


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

None.



<PAGE>
PART II


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


There is no established public trading market for the Units of Registrant.  From
time to time however,  tender offers have been or are presently  being made. For
further information, see Item 8, "Financial Statements and Supplementary Data.",
Note 3,  (Conflicts of Interest and  Transactions  with Related  Parties) to the
Financial Statements.


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

As of  March 1,  1999,  there  were  approximately  4,600  limited  partners  of
Registrant, owning an aggregate of 5,690,843 Units.

Distributions per Unit during 1998 and 1997 were as follows:
<TABLE>
<CAPTION>
           Distribution with
        Respect to Quarter Ended            Amount of Distribution Per Unit
        ------------------------            -------------------------------
                                              1998                  1997
<S>                                          <C>                   <C>  
   March 31                                  $ .11                 $ .11
   June 30                                   $6.11                 $ .11
   September 30                              $   -                 $ .11
   December 31                               $   -                 $ .11
</TABLE>
------------
There are no material legal  restrictions  upon  Registrant's  present or future
ability to make  distributions from operations in accordance with the provisions
of  Registrant's  Amended and Restated  Certificate of Limited  Partnership  and
Partnership  Agreement  ("Partnership  Agreement").  The  Partnership  Agreement
provided that through April 1, 1998 Disposition  Proceeds received were required
to 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)
                                              1998             1997              1996             1995              1994
                                         -------------    -------------     -------------    -------------     ---------
<S>                                      <C>              <C>               <C>              <C>               <C>        
             Revenues                    $ 12,103 (4)     $     5,335       $     4,748      $     4,130       $     3,824

             Net Income                  $ 10,339 (4)     $  4,033 (2)      $  1,244 (1)     $    254 (3)      $     1,864

             Net Income Per Unit         $ 1.80 (4)       $  .70 (2)        $  .22 (1)       $  .04 (3)        $     .32

             Distributions Per Unit      $    6.22        $     .44         $     .44        $     .24         $     .28

             Total Assets                $    23,786      $    50,793       $    48,916      $    49,731       $    50,607

             Partner's equity            $    23,036      $    48,451       $    46,947      $    48,232       $    49,358
</TABLE>
(1)      Net of provision for loan losses of $1,547,830 or $.27 per Unit.

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

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

(4)      Includes  interest  income of $8,455,560,  or $1.47 per Unit,  upon the
         repayment of the Bank of California, Seattle Loan.


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

Liquidity and Capital Resources

The General  Partners hold a 1% equity interest in Registrant.  However,  at the
inception of Registrant,  the General Partners' equity account was credited with
only the actual capital  contributed in cash,  $1,000.  Registrant's  management
determined  that this  accounting  did not  appropriately  reflect  the  Limited
Partners' and the General Partners' relative  participations in Registrant's net
assets,  since it did not reflect the General  Partners'  1% equity  interest in
Registrant. Thus, Registrant had restated its financial statements to reallocate
$541,390 (1% of the gross  proceeds  raised at  Registrant's  formation)  of the
partners' equity to the General Partners' equity account.  This reallocation was
made as of the  inception  of  Registrant.  The  reallocation  had no  impact on
Registrant's   financial   position,   results  of   operations,   cash   flows,
distributions to partners, or the partners' tax basis capital accounts.

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

On February 28, 1997,  Registrant  funded 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 was entitled to receive  payments equal to DVL's excess
cash  flow  (as  defined)  from  the  mortgages   underlying   DVL's  collateral
assignment, which was to be applied as a reduction of principal. The Note was to
mature on  February  27,  2000 and was able to be  prepaid  during the first two
years without penalty. The Note was secured by (among other things) a collateral
assignment of DVL's interest in certain promissory notes payable to DVL.

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

On April 1, 1998, DVL sold another one of the properties underlying the Note and
made a $500,000  prepayment  to  Registrant.  $467,787  was applied  towards the
principal  balance of the Note and the  remainder  was applied to  interest  and
yield maintenance fee.

In January 1999, the DVL Note was repaid in its entirety.

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


In March 1997, the Xerox loan matured. On September 30, 1997 Registrant received
a  deed-in-lieu  of foreclosure  on the property  underlying  this loan. At that
date,  the Xerox  loan had a carrying  value of  $1,100,000  and the  underlying
property had an  estimated  net  realizable  value of  $1,500,000.  Accordingly,
Registrant  has reduced its  investments in mortgage loans by the carrying value
of the Xerox loan and recorded an addition to real estate for the  estimated net
realizable value of the underlying property.

On March 10, 1998, the property was sold for  approximately  $1,457,000,  net of
closing costs.

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

In June 1998, the Bankruptcy Court approved settlement of the Bank of California
Loan in its  entirety.  At that  time,  the net  carrying  value  of the loan on
Registrant's  books was  $8,500,000.  Registrant  received the full  contractual
amount of $16,955,560,  of which  $8,500,000 was applied  towards  principal and
$8,455,560 applied to interest.

On June 3, 1998, Registrant received approximately  $3,700,000 in prepayment of
the Avon Market Center Loan.

As of December 31, 1998,  Registrant  has funded an aggregate of  $14,700,000 to
the mortgagors in four first mortgage loans which are outstanding.

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

On  June  16,  1998,  the  Partnership  paid  a  special  cash  distribution  of
$34,489,955  ($6.00 per limited  partnership  unit),  substantially all of which
represents proceeds from mortgage principal payments and property sales received
in 1998 and prior  years.  For the year ended  December  31, 1998 as compared to
1997,  cash  distributions  increased.  At December  31, 1998,  working  capital
reserves  were  approximately  $15,800,000.   This  represents  an  increase  of
approximately $1,100,000 from December 31, 1997 primarily as a result of placing
undistributed  cash flow from operations into working capital  reserves and as a
result of the payoffs of the Medford, Santa Ana and DVL loans only partially off
set by the funding of the balance of the DVL and the Crowne Plaza loan.

Currently,  the foreclosed property which formerly secured the Garfinkel Loan is
vacant.  Funds which are necessary to lease up the property,  to remedy deferred
maintenance  conditions at the Garfinkel's property and for capital improvements
will  be  supplied  from  Registrant's  working  capital  reserves.   Registrant
currently holds working  capital  reserves in short-term  investments,  at rates
which are lower than the returns  previously  earned on the loans that have been
repaid.  If excess working  capital is ultimately  invested in new loans,  these
investments  are likely to be at lower rates than  previous  investments  due to
current market conditions.
<PAGE>
Real Estate Market

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

Allowance for Loan Losses and Write-Down for Impairment

A provision for loan losses is established  based upon a periodic review of each
mortgage loan and property in  Registrant's  portfolio.  Real estate property is
carried at the lower of cost or net realizable  value. In performing its review,
management  considers  the  estimated  net  realizable  value of the property or
collateral as well as other factors,  such as the current occupancy,  the amount
and  status of senior  debt,  if any,  the  prospect  for the  property  and the
economic  situation in the region  where the  property is located.  Because this
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,
1998.

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

Year 2000 Compliance

The  Year  2000   compliance   issue  concerns  the  inability  of  computerized
information systems and equipment to accurately  calculate,  store or use a date
after  December  31,  1999,  as a result of the year being stored as a two digit
number.  This  could  result  in a system  failure  or  miscalculations  causing
disruptions  of  operations.  Registrant  and NorthStar  Presidio  recognize the
importance  of ensuring  that its  business  operations  are not  disrupted as a
result of Year 2000 related computer system and software issues.

NorthStar  Presidio  is in  the  process  of  assessing  its  internal  computer
information systems and is taking the steps necessary to remediate these systems
so that they will be Year 2000  compliant.  In connection  therewith,  NorthStar
Presidio has installed a new fully  compliant  accounting and reporting  system.
NorthStar  Presidio is also reviewing its other  internal  systems and programs,
along with those of its unaffiliated third party service providers,  in order to
ensure compliance.

Because this  assessment is ongoing,  the total cost of bringing all systems and
equipment into Year 2000  compliance has not been fully  quantified.  Based upon
available information, NorthStar Presidio does not believe that these costs will
have a material adverse effect on Registrant's business,  financial condition or
results.  However,  it is possible that there could be adverse  consequences  to
Registrant  as a  result  of Year  2000  issues  that are  outside  Registrant's
control.  NorthStar  Presidio is in the preliminary  stages of evaluating  these
issues and will be developing contingency plans.
<PAGE>
Results of Operations

1998 as Compared to 1997

Net income  increased  for the year ended  December  31, 1998 as compared to the
year ended  December 31, 1997.  The increase is primarily due to the increase in
revenues  as a result of the payoff of the Bank of  California  and Avon  Market
Center loans offset by an increase in costs and expenses.

Revenues  increased  for the year ended  December 31, 1998  compared to the same
period in the prior year primarily due to an increase in mortgage loans interest
income as a result of the Bank of California and Avon Market Center loan payoffs
in June 1998. Operating income - real estate decreased as a result of a decrease
in rental income from Groton shopping  center.  Short-term  investment  interest
decreased as a result of a decrease in cash available for short-term investment.
Other income decreased as a result of a decrease in transfer fee income.

Costs and expenses  increased  for the year ended  December 31, 1998 compared to
the same period in the prior year principally due to the recovery of loan losses
recognized  in 1997.  There was no recovery of or  provision  for loan losses in
1998.  Mortgage  servicing  and  management  fees  decreased  primarily due to a
decrease in the net asset value as well as a decrease in the  principal  balance
of loans  outstanding  on which  such fees are  calculated.  Operating  expenses
decreased as a result of the disposition of the office building by Registrant in
March 1998. General and administrative expenses increased primarily due to legal
and investor relation expenses.


1997 as Compared to 1996

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

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

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

HEP Action

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

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

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

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

Only approximately 2.5% of the limited partners of the HEP Partnerships  elected
to "opt out" of the revised settlement.  Despite this,  following the submission
of additional  briefs,  the Court entered an order on January 14, 1997 rejecting
the  revised  settlement  and  concluding  that  there had not been an  adequate
showing that the settlement was fair and reasonable.  Thereafter, the Plaintiffs
filed a motion  seeking to have the Court  reconsider  its order.  However,  the
defendants  withdrew  the revised  settlement  and at a hearing on February  24,
1997,  the Court denied the  Plaintiffs'  motion.  Also at the February 24, 1997
hearing,  the Court  granted the request of one of the  Plaintiffs'  law firm to
withdraw as class counsel.
<PAGE>
Thereafter, in June 1997, the Plaintiffs again amended their complaint ("Amended
Complaint").  The Amended Complaint asserts substantially the same claims as the
Consolidated  Complaint,  except that it no longer contains causes of action for
fraud, except on behalf of the two original  Plaintiffs,  or for negligence.  In
February  1998,  the Court  certified  three  Plaintiffs  classes  consisting of
current unit holders in each of the three HEP  Partnerships.  On March 11, 1998,
the Court  stayed  the action  through  June 30,  1998 to permit the  parties to
engage in renewed settlement discussions.

In September  1998,  the parties in the lawsuit  entered  into a  Memorandum  of
Understanding  with respect to a settlement  of the lawsuit.  The  Memorandum of
Understanding  provided,  among other things,  for the preparation of definitive
documentation  in the form of a Stipulation of Settlement and related  documents
("Stipulation").  The  Stipulation was executed by the parties in December 1998,
and submitted to the Court for preliminary approval early in January 1999. After
hearing and receipt of a report from the Court's designated  independent expert,
the Court entered an order on February 1, 1999,  wherein it gave its preliminary
approval to the settlement  and directed that notice of the proposed  settlement
be sent to the previously  certified class. A hearing is scheduled for April 14,
1999.  The  settlement  is  subject to a number of  conditions.  There can be no
assurance that such conditions will be fulfilled.

The Administrative  General Partner believes that each of the claims asserted in
the Amended  Complaint is  meritless  and intends to  vigorously  defend the HEP
Action if the  settlement  is not finally  approved  and/or  consummated.  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.

Item 7a.          Quantitative and Qualitative Disclosure About Market Risk

Not applicable

<PAGE>


Item 8.           Financial Statements and Supplementary Data


                        RESOURCES PENSION SHARES 5, L.P.

                              FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

                                      INDEX

                                                                     Page
                                                                    Number
                                                                    ------

Independent Auditor's Report                                          F-1

Financial statements - Years ended
  December 31, 1998, 1997 and 1996

        Balance sheets                                                F-2

        Statements of income                                          F-3

        Statement of partners' equity                                 F-4

        Statements of cash flows                                      F-5

        Notes to financial statements                          F-6 through F-27

Schedule:

    II  - Valuation and Qualifying Accounts                          F-28

    III - Real Estate and Accumulated Depreciation                   F-29

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, 1998 and 1997, and the related
statements  of  income,  partners'  equity  and cash flows for each of the three
years in the period  ended  December  31,  1998.  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, 1998 and 1997, and the results of its operations and its
cash flows for each of the three years in the period ended  December 31, 1998 in
conformity with generally accepted accounting principles.  Also, in our opinion,
such financial  statement  schedules,  when  considered in relation to the basic
financial  statements taken as a whole,  present fairly in all material respects
the information set forth therein.





/s/ Hays & Company
------------------
Hays & Company
February 16, 1999
New York, New York


                                       F-1
<PAGE>
<TABLE>
<CAPTION>
                            RESOURCES PENSION SHARES 5, L.P.

                                     BALANCE SHEETS


                                                                  December 31,
                                                            ---------------------------
                                                               1998            1997
                                                            -----------     -----------
<S>                                                         <C>             <C>        
 ASSETS

      Investments in mortgage loans ...................     $12,531,894     $25,448,823
      Cash and cash equivalents .......................       3,427,496      15,725,616
      Real estate - net ...............................       7,581,505       9,232,074
      Other assets ....................................         133,656         181,635
      Interest receivable - mortgage loans ............         105,751         126,512
      Interest receivable - other .....................           6,098          78,593
                                                            -----------     -----------

                                                            $23,786,400     $50,793,253
                                                            ===========     ===========

 LIABILITIES AND PARTNERS' EQUITY

 Liabilities
      Accounts payable and accrued expenses ...........        $200,278        $779,912
      Distributions payable ...........................            --           632,316
      Other liabilities ...............................         441,604         608,438
      Due to affiliates ...............................         108,573         321,525
                                                            -----------     -----------

         Total liabilities ............................         750,455       2,342,191
                                                            -----------     -----------

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

 Partners' equity
      Limited partners' equity (5,690,843 units issued
         and outstanding) .............................      22,805,596      47,966,562
      General partners' equity ........................         230,349         484,500
                                                            -----------     -----------

         Total partners' equity .......................      23,035,945      48,451,062
                                                            -----------     -----------

                                                            $23,786,400     $50,793,253
                                                            ===========     ===========
</TABLE>

                       See notes to financial statements.


                                       F-2
<PAGE>
<TABLE>
<CAPTION>
                                RESOURCES PENSION SHARES 5, L.P.

                                      STATEMENTS OF INCOME

                                                               Year ended December 31,
                                                  --------------------------------------------
                                                     1998             1997             1996
                                                  -----------     -----------      -----------
<S>                                               <C>              <C>              <C>       
 Revenues
      Mortgage loans interest income ........     $10,583,585      $3,267,488       $3,050,689
      Short-term investment interest ........         474,013         757,945          459,974
      Operating income - real estate ........         982,971       1,191,478          979,454
      Other income ..........................          62,134         118,139          251,964
      Additional contingent interest ........            --              --              6,000
                                                  -----------     -----------      -----------

                                                   12,102,703       5,335,050        4,748,081
                                                  -----------     -----------      -----------

 Costs and expenses
      Management fees .......................         604,275         847,690          775,060
      Operating expenses - real estate ......         473,562         654,978          553,598
      General and administrative expenses ...         321,383         160,296          286,180
      Depreciation and amortization expense .         227,793         234,259          209,047
      Mortgage servicing fees ...............          47,144          65,122           76,184
      Property management fees ..............          60,920          61,203           55,920
      Loss on disposition of real estate ....          28,156            --               --
      (Recovery of) provision for loan losses            --          (721,946)       1,547,830
                                                  -----------     -----------      -----------

                                                    1,763,233       1,301,602        3,503,819
                                                  -----------     -----------      -----------

 Net income .................................     $10,339,470      $4,033,448       $1,244,262
                                                  ===========     ===========      ===========

 Net income attributable to
      Limited partners ......................     $10,236,075      $3,993,114       $1,231,819
      General partners ......................         103,395          40,334           12,443
                                                  -----------     -----------      -----------

                                                  $10,339,470      $4,033,448       $1,244,262
                                                  ===========     ===========      ===========

 Net income per unit of limited partnership
      interest (5,690,843 units outstanding)            $1.80            $.70             $.22
                                                  ===========     ===========      ===========
</TABLE>
                       See notes to financial statements.

                                       F-3
<PAGE>
<TABLE>
<CAPTION>
                                          RESOURCES PENSION SHARES 5, L.P.

                                           STATEMENT OF PARTNERS' EQUITY

                                    YEARS ENDED DECEMBER 31, 1996, 1997 AND 1998



                                                    General         Limited           Total
                                                   Partners'       Partners'         Partners'
                                                    Equity          Equity            Equity
                                                   --------       -----------       ----------- 
<S>                                                <C>            <C>               <C>        
 Balance, January 1, 1996                          $482,308       $47,749,571       $48,231,879

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

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

 Balance, December 31, 1996                         469,459        46,477,419        46,946,878

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

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

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

 Net income - 1998 .......................          103,395        10,236,075        10,339,470

 Distributions to partners
      ($6.22 per limited partnership unit)         (357,546)      (35,397,041)      (35,754,587)
                                                   --------       -----------       ----------- 

 Balance, December 31, 1998 ..............         $230,349       $22,805,596       $23,035,945
                                                   ========       ===========       ===========
</TABLE>
                       See notes to financial statements.

                                      F-4
 <PAGE>
<TABLE>
<CAPTION>
                                        RESOURCES PENSION SHARES 5, L.P.

                                            STATEMENTS OF CASH FLOWS


                                                                           Year ended December 31,
 INCREASE (DECREASE) IN CASH AND                              ------------------------------------------------
 CASH EQUIVALENTS                                                 1998              1997              1996
                                                              ------------      ------------      ------------
<S>                                                            <C>                <C>               <C>       
Cash flows from operating activities
     Net income .........................................      $10,339,470        $4,033,448        $1,244,262
     Adjustments to reconcile net income to net
        cash provided by operating activities
            (Recovery of) provision for loan losses .....             --            (721,946)        1,547,830
            Depreciation and amortization expense .......          227,793           234,259           209,077
            Interest earned on Xerox loan ...............             --            (400,000)             --
            Amortization of origination and
            acquisition fees ............................           (9,224)          119,919           127,705
            Deferred interest receivable ................             --                --             (75,463)
            Loss on disposition of real estate ..........           28,156              --                --
            Stepped lease rentals .......................           31,460           (63,245)          (18,510)
     Changes in assets and liabilities
        Interest receivable - mortgage loans ............           20,761           147,882           (46,886)
        Interest receivable - other .....................           72,495              --                --
        Other assets ....................................           (1,641)            6,437           (52,130)
        Accounts payable and accrued expenses ...........         (579,634)          111,118           216,984
        Other liabilities ...............................         (166,834)          165,388              --
        Due to affiliates ...............................         (212,952)           96,809            22,768
                                                              ------------      ------------      ------------

                Net cash provided by operating activities        9,749,850         3,730,069         3,175,637
                                                              ------------      ------------      ------------

Cash flows from investing activities
     Investments in mortgage loans ......................             --          (8,500,000)             --
     Proceeds from disposition of real estate ...........        1,456,844              --                --
     Mortgage loan repayments received ..................       12,926,153        12,695,141           397,167
     Loan origination fees received .....................             --             113,750              --
     Additions to real estate ...........................          (44,064)         (159,972)          (90,488)
                                                              ------------      ------------      ------------

                Net cash provided by investing activities       14,338,933         4,148,919           306,679
                                                              ------------      ------------      ------------

Cash flows from financing activities
     Distributions to partners ..........................      (36,386,903)       (2,529,264)       (2,299,330)
                                                              ------------      ------------      ------------

Net (decrease) increase in cash and
     cash equivalents ...................................      (12,298,120)        5,349,724         1,182,986

Cash and cash equivalents, beginning of year ............       15,725,616        10,375,892         9,192,906
                                                              ------------      ------------      ------------

Cash and cash equivalents, end of year ..................       $3,427,496       $15,725,616       $10,375,892
                                                              ============      ============      ============
</TABLE>
<PAGE>
 SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES

On September 30, 1997 the Partnership  received a deed-in-lieu of foreclosure on
the property  underlying the Xerox loan. At that date, the Xerox loan (which was
accounted for under the  investment  method) had a carrying  value of $1,100,000
and  the  property  had  an  estimated  net  realizable   value  of  $1,500,000.
Accordingly,  the  Partnership  has reduced its investments in mortgage loans by
the  carrying  value of the Xerox loan,  recorded an addition to real estate for
the estimated net realizable value of the underlying  property which resulted in
mortgage loan interest income of $400,000.

                       See notes to financial statements.



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

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996


1         ORGANIZATION

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

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

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

2         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Investments in mortgage loans

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

         Investment method

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

                                      F-6
<PAGE>
                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

2         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         Interest method

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

         Loan origination and acquisition fees

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

         Allowance for loan losses

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

         Write-down for impairment

         The  Partnership  provides  write-downs  for  impairment  based  upon a
         periodic  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.



                                      F-7
<PAGE>
                       RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

2         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         Depreciation

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

         Financial statements

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

         Cash and cash equivalents

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

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

         Fair value of financial instruments

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

         Net income and distributions per unit of limited partnership interest

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

         Income taxes

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

         The income tax returns of the Partnership are subject to examination by
         federal,  state and local taxing  authorities.  Such examinations could
         result in adjustments to  Partnership  income or losses,  which changes
         could affect the income tax liability of the individual partners.


                                      F-8
<PAGE>
                       RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

2         SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         Reclassifications

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

         Estimates

         The  preparation of financial  statements in conformity  with generally
         accepted  accounting  principles  requires management to make estimates
         and  assumptions  that  affect  the  reported  amounts  of  assets  and
         liabilities and disclosures of contingent assets and liabilities at the
         date of the financial  statements and the reported  amounts of revenues
         and expenses during the reporting  period.  Actual results could differ
         from those estimates.


3         CONFLICTS OF INTEREST AND TRANSACTIONS WITH RELATED PARTIES

         The Investment  General Partner of the Partnership,  Resources  Pension
         Advisory  Corp.,  and the  Administrative  General  Partner,  Resources
         Capital Corp., are wholly-owned  subsidiaries of Presidio Capital Corp.
         ("Presidio").  Resources  Pension Advisory and Resources  Capital Corp.
         were, until November 3, 1994,  wholly-owned  subsidiaries of Integrated
         Resources Inc., ("Integrated"). On November 3, 1994, as a result of the
         reorganization  plan  relating  to  Integrated's  bankruptcy,  indirect
         ownership of the Administrative General Partner, the Investment General
         Partner and the Associate General Partner was purchased by Presidio.

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

         Presidio  controls  the  Partnership  through  its direct and  indirect
         ownership  of the  General  Partners.  Presidio  was  also  party to an
         Administrative   Services   Agreement   with  Wexford   Management  LLC
         ("Wexford")   pursuant  to  which  Wexford  was   responsible  for  the
         day-to-day management of Presidio and among other things, had authority
         to designate directors of the General Partners.

                                      F-9
<PAGE>
                       RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

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

         On August 28, 1997, an affiliate of NorthStar Capital Partners acquired
         all  of  the  Class  B  shares  of  Presidio.  This  acquisition,  when
         aggregated  with  previous   acquisitions,   caused  NorthStar  Capital
         Partners to acquire indirect control of the General Partners. Effective
         July 31, 1998,  Presidio is indirectly  controlled by NorthStar Capital
         Investment Corp. ("NorthStar"), a Maryland corporation.

         On November 2, 1997, the Administrative Services Agreement with Wexford
         expired.  Effective November 3, 1997, Wexford and Presidio entered into
         a new Administrative  Services Agreement (the "ASA"),  which expired on
         May 3, 1998. Under the terms of the ASA,  Wexford  provided  consulting
         and administrative  services to Presidio and its affiliates,  including
         the General Partners and the Partnership.  Presidio also entered into a
         management  agreement with NorthStar Presidio Management  Company,  LLC
         ("NorthStar  Presidio").  Under the terms of the management  agreement,
         NorthStar  Presidio provides the day-to-day  management of Presidio and
         its direct and indirect  subsidiaries and affiliates.  During the years
         ended  December 31, 1998 and 1997,  amounts paid to NorthStar  Presidio
         and Wexford for administrative  services rendered aggregated to $21,869
         and $22,667, respectively.
 
         Effective  November 3, 1997, the officers and employees of Wexford that
         had  served  as  officers  and/or  directors  of the  General  Partners
         tendered their  resignations.  On the same date, the Board of Directors
         of Presidio  appointed  new  individuals  to serve as  officers  and/or
         directors of the General Partners.
 
         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,
         1998,  1997  and  1996,  the  Administrative   General  Partner  earned
         $604,275,  $847,690  and  $775,060,  respectively,  for its  management
         services. Amounts due to the Administrative General Partner at December
         31,  1998 and 1997,  for  management  services  amounted to $99,243 and
         $307,397, respectively, and is included in due to affiliates.

         For the  servicing  of  mortgage  loans  made by the  Partnership,  the
         Investment  General Partner is entitled to receive a mortgage servicing
         fee of 1/4 of 1% per annum of the principal balances loaned. During the
         years ended December 31, 1998,  1997 and 1996,  the Investment  General
         Partner earned $47,144, $65,122 and $76,184, respectively, for mortgage
         servicing  fees.  Amounts  due to the  Investment  General  Partner  at
         December 31, 1998 and 1997,  for mortgage  servicing  fees  amounted to
         $9,330 and $14,128, respectively, and is included in due to affiliates.


                                      F-10
<PAGE>
                      RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996


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,  1998,  1997 and  1996.  Management  fees  earned  by the
         unaffiliated local management company amounted to $60,920,  $61,203 and
         $55,920  for  the  years  ended  December  31,  1998,  1997  and  1996,
         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.

         As  of  December  31,  1998,   affiliates  of  Presidio  have  acquired
         1,413,256.475 units of limited partnership interest of the Partnership.
         These units represent approximately 24.8% of the issued and outstanding
         limited  partnership units, and entitled the purchaser to approximately
         $8,690,973 and $236,000 in  distributions  for the years ended December
         31, 1998 and 1997, respectively.
 
4         INVESTMENTS IN MORTGAGE LOANS

         As of December 31, 1998, the  Partnership  had four  outstanding  first
         mortgage loans  representing  an aggregate  mortgage amount advanced of
         $14,700,000.   During  1998  the  Partnership  was  repaid  its  entire
         outstanding  balance on two of its mortgage  loans (Bank of  California
         Loan and Avon Market  Center Loan).  A discussion  of these events,  as
         well as a description of the Partnership's  other mortgage  investments
         is described below.  During 1997, the Partnership was repaid its entire
         outstanding balance on one of its mortgage investments (Medford Village
         Loan);   received  a  property  in  lieu  of   foreclosure   which  was
         subsequently  sold for net  proceeds  of  $3,213,908  (Santa Ana Square
         Loan); acquired a property in lieu of foreclosure which the Partnership
         sold during 1998 (Xerox Loan); and funded two additional mortgage loans
         (DVL Loan and Oliveye Loan).

                                      F-11
<PAGE>
                      RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

4         INVESTMENTS IN MORTGAGE LOANS (continued)

         Bank of California Loan

         The Bank of  California  Loan,  in the  original  principal  amount  of
         $8,500,000  ("Wrap  Loan"),  was 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 was
         subject to a long-term ground lease (the "Ground Lease").  Concurrently
         with the  closing of the Wrap Loan,  Gum Loong  acquired  the  lessor's
         interest under the Ground Lease and Continental Seattle Partners,  L.P.
         ("CSP"),  a  partnership  related to Gum Loong,  acquired  the lessee's
         interest  under  the  Ground  Lease.  CSP also  acquired  the  lessor's
         interest  under a master (net) sublease with The Bank of California for
         a  substantial  portion of the Building.  A first  mortgage on the land
         ("Land Loan") in the principal amount of $8,000,000, was held by Anchor
         National Life Insurance Company ("Anchor"). Under the provisions of the
         Wrap Loan,  Gum Loong was 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 paid Anchor the amounts due under
         the Land Loan on a monthly basis.

         The Wrap Loan was  secured  by a  Wraparound  Deed of  Trust,  Security
         Agreement,  Financing  Statement and Assignment of Lessor's Interest in
         Ground  Lease dated May 5, 1988 in the amount of  $16,500,000,  between
         the  Partnership  and Gum Loong.  The Building was 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 was also  guaranteed  by Gum
         Loong. The Partnership's collateral for the Wrap Loan was 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  gave 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.

                                      F-12
<PAGE>
                      RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

4         INVESTMENTS IN MORTGAGE LOANS (continued)

         Bank of California Loan (continued)
 
         Gum Loong did not make timely payments of its scheduled  July,  August,
         and  September  1993 debt  service  on the Wrap Loan.  The  Partnership
         utilized its working capital reserves to make the required  payments on
         the Land  Loan.  On July 20,  1993,  and again on August 9,  1993,  the
         Partnership  notified  Gum Loong that an event of default had  occurred
         because of the CSP  default on the BOT loan and  because of Gum Loong's
         failure to make its  scheduled  payments.  Both Gum Loong and CSP filed
         for  bankruptcy  protection  under  Chapter  11 of  the  United  States
         Bankruptcy Code in August 1993,  staying BOT's  foreclosure  action. On
         September 27, 1993 the  Partnership,  Anchor and Gum Loong entered into
         an Interim Stipulation and Order Concerning Cash Collateral,  which was
         approved by the Bankruptcy  Court on September 29, 1993.  Since October
         1993,  various  Cash  Collateral  Orders  had been  entered  into which
         required Gum Loong to make its monthly payments to the Partnership. The
         September 1993 payment and all monthly contract  interest  payments due
         thereafter under the Cash Collateral  Orders had been made. The current
         Cash  Collateral  Order required 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 related 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  had not provided for an allowance  for
         loan loss on this loan.  The  Partnership  believed that the collateral
         for the Wrap Loan,  the land as encumbered by the Ground Lease,  was of
         sufficient  value to realize the amount due under the Wrap Loan. If BOT
         exercised its option to purchase the land, it would have been 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  had 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.


                                      F-13
<PAGE>
                      RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

4         INVESTMENTS IN MORTGAGE LOANS (continued)

        Bank of California Loan (continued)

         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.
 
         The approved plan called 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 was also  required  to sell the  Building  by June 1998 in a sale
         that must have been approved by the  Bankruptcy  Court and to which the
         Partnership  may object,  or at a court  approved  auction in which the
         Partnership  could bid. In connection with the plan of  reorganization,
         in September 1996, the  Partnership  was reimbursed  $216,000 for legal
         expenses  relating to the  bankruptcy  which  amount is included in the
         accompanying statement of income as other income.

         In June 1998, the Bankruptcy Court approved settlement of the Wrap Loan
         in its entirety.  At that time, the net carrying value of the Wrap Loan
         on the Partnership's books was $8,500,000. The Partnership received the
         full contractual amount of $16,955,560, of which $8,500,000 was applied
         towards principal and $8,455,560 applied to interest income.


                                      F-14
<PAGE>
                     RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

 4         INVESTMENTS IN MORTGAGE LOANS (continued)

         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 was for a period of ten years,
         may not have been prepaid  during its first two years and may have been
         prepaid  thereafter  without penalty.  The loan did 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 was  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.

         On June 3, 1998, the loan was prepaid in its entirety.  The Partnership
         received  $3,694,492 of which $3,638,804 was applied towards  principal
         and $55,688 to interest.

         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 ten year period and
         may not be  prepaid  during  the first  two  years  and may be  prepaid
         thereafter without penalty.  The loan is with recourse to principals of
         the  borrower if at any time the  borrower  files a petition  under the
         United  States  Bankruptcy  Code.  The loan is  secured  by a one story
         campus  type  office/flexible  use  building  which is part of a larger
         office park. The building is located in Columbus,  Ohio and consists of
         approximately  79,000  square feet of net rentable area and parking for
         approximately  357  automobiles.  The office  building's  major tenants
         include Star Bank  Services,  GDE Systems,  Inc. and  TransAmerica.  In
         connection  with  issuing  the  commitment,  the  Partnership  received
         application and commitment fees aggregating $40,000.



                                      F-15
<PAGE>
                     RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

 4         INVESTMENTS IN MORTGAGE LOANS (continued)

         DVL Loan

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

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

         On April 1, 1998, DVL sold another one of the properties underlying the
         Note and made a $500,000  prepayment to the  Partnership.  $467,787 was
         applied towards the principal balance of the Note and the remainder was
         applied to interest and yield maintenance fee.

         In January 1999, the DVL Note was repaid in its entirety.

         Medford Village Loan

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

 
         On June 30,  1997,  the Medford  loan was repaid in its  entirety.  The
         Partnership received $8,129,181 of which $8,000,000 was applied towards
         the  principal  balance of the loan and the  remainder  was  applied to
         interest.
 
                                      F-16
<PAGE>
                     RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996


4         INVESTMENTS IN MORTGAGE LOANS (continued)

         Santa Ana Square Loan

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

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

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

         Xerox Loan

         The Xerox loan was  originally a $1,100,000  first  mortgage loan which
         was secured by an office building located in Arlington, Texas. In March
         1997, the Xerox loan matured in accordance with its terms. On September
         30, 1997, the Partnership received a deed-in-lieu of foreclosure on the
         property  underlying  this  loan.  At that  date,  the Xerox loan had a
         carrying  value of  $1,100,000  (this loan was  accounted for under the
         investment  method) and the  underlying  property had an estimated  net
         realizable value of $1,500,000.  Accordingly,  the Partnership  reduced
         its investments in mortgage loans by the carrying value of the


                                      F-17
<PAGE>
                     RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

 4         INVESTMENTS IN MORTGAGE LOANS (continued)

         Xerox Loan (continued)

         Xerox loan and  recorded an addition to real estate for the fair market
         value of the  underlying  property,  which  resulted in  recognition of
         interest  income  for  amounts  previously  deferred  in the  amount of
         $400,000. 

         On March 10, 1998, the  Partnership  sold this property for $1,550,000,
         exclusive of closing costs of approximately  $93,000.  At that time the
         property had a net carrying value of $1,485,000, resulting in a loss on
         the disposition of the property of approximately $28,000.

         Oliveye Loan

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


                                   F-18
<PAGE>
                     RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

 4         INVESTMENTS IN MORTGAGE LOANS (continued)

         Information with respect to the  Partnership's  investments in mortgage
loans is summarized below:
<TABLE>
<CAPTION>
                                                                                                           Interest      Contractual
                                           Interest Rate                                   Mortgage      Recognized       Balance  
                                    ----------------------------        Maturity            Amount         Dec. 31,       Dec. 31, 
           Description              Current %          Accrued %          Date             Advanced          1998         1998 (2)  
           -----------              ---------          ---------          ----             --------          ----         --------  
<S>                                <C>                <C>               <C>              <C>              <C>            <C>   

     Shopping Centers
     ----------------
     Santa Ana Square
       Santa Ana, CA (3)             10.91             1.29 - 0         March 1997       $  2,600,000     $       -      $        -

     Lucky Supermarket
       Buena Park, CA (4)          8.41-10.00          1.82 - 0         May 2005            2,200,000       221,539        2,491,953

     Avon Market Ctr.
       Avon, CO (3)                   8.35                  -           April 2003          3,750,000       144,433                -

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


     DVL, Inc. (3)                   12.00                  -           February 2000       2,000,000        37,971           13,267


     Hotel
     -----
     Crowne Plaza Hotel (3)
     Cincinnati, Ohio                11.00                  -           October 2000        6,500,000       752,536        6,413,761


     Office Buildings
     ----------------
     Bank of California
       Seattle, WA (4)             9.36 - 10.24         3.0 - 0          May 1998           8,500,000     9,096,966                -

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

     Lionmark Corp. Ctr.
       Columbus, OH (3)                 8.5                 -            June 2003          4,000,000       330,140        3,870,903
                                                                                          -----------    ----------      -----------
    
                                                                                          $39,262,500   $10,583,585      $12,789,884
                                                                                          ===========   ===========      ===========

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                              Carrying          Carrying         
                                                Value             Value    
                                               Dec. 31,          Dec. 31,       
                                               1998 (1)          1997 (1)        
                                               --------         --------        
<S>                                          <C>               <C>                                             
     Shopping Centers             
     ----------------             
     Santa Ana Square             
       Santa Ana, CA (3)                     $        -        $         -                            
                                                                                                 
     Lucky Supermarket                                                                           
       Buena Park, CA (4)                     2,233,963          2,239,257                             
                                                                                                 
     Avon Market Ctr.                                                                            
       Avon, CO (3)                                   -          3,647,740              
                                                                                                 
     Medford Village Outlet Center                                                               
       Medford, MN (3)                                -                  -                    
                                                                                                 
                                                                                                 
     DVL, Inc. (3)                                13,267           746,801                            
                                                                                                 
                                                                                                 
     Hotel                                                                                       
     -----                                                                                       
     Crowne Plaza Hotel (3)                                                                      
     Cincinnati, Ohio                          6,413,761         6,392,569                          
                                                                                                 
                                                                                                 
     Office Buildings                                                                            
     ----------------                                                                            
     Bank of California                                                                          
       Seattle, WA (4)                                 -         8,523,399                           
                                                                                                 
     Xerox                                                                                       
       Arlington, TX (4)                               -                 -                                   
                                                                                                 
     Lionmark Corp. Ctr.                                                                         
       Columbus, OH (3)                        3,870,903         3,899,057                       
                                            ------------       -----------                         
                                                                                                 
                                            $ 12,531,894       $25,448,823                            
                                            ============       ===========                            
</TABLE>

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

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

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

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

                                      F-19
<PAGE>
                     RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

 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, 1996 ............      $11,982,857       $20,270,069       $32,252,926

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

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

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

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

Interest recognized .................        9,318,505         1,265,080        10,583,585
Amortization of loan principal ......             --            (319,562)         (319,562)
Cash received inclusive of
  current interest accruals .........      (17,847,198)       (5,333,754)      (23,180,952)
                                          ------------      ------------      ------------

Balance, December 31, 1998 ..........       $2,233,963       $10,297,931       $12,531,894
                                          ============      ============      ============
</TABLE>


                                      F-20
<PAGE>
                    RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
 

5         REAL ESTATE - NET

         A summary of the Partnership's real estate is as follows:
<TABLE>
<CAPTION>
                                                          December 31,
                                              ----------------------------------
                                                   1998                 1997
                                              ------------         -------------
<S>                                             <C>                  <C>       
Land .................................          $1,902,000           $2,202,000
Buildings and improvements ...........           6,724,226            7,880,162
                                              ------------         ------------
                                                 8,626,226           10,082,162
Less accumulated depreciation ........          (1,044,721)            (850,088)
                                              ------------         ------------

                                                $7,581,505           $9,232,074
                                              ============         ============
</TABLE>

         Landover, Maryland

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

         The  Partnership  paid real estate taxes for this  property  during the
         years ended December 31, 1998,  1997 and 1996 in the amount of $39,135,
         $44,024  and  $48,926,  respectively.  Such  amounts  are  included  in
         operating expenses - real estate in the statements of income.
 
         On January 27, 1992, the Partnership  received $450,000 from the former
         property  owner in exchange  for a release of a personal  guarantee  in
         which  the  former  property  owner  was  obligated  to  reimburse  the
         Partnership  for  asbestos  removal  up to a maximum of  $500,000.  The
         receipt of these funds was recorded as a liability on the Partnership's
         balance sheet.  During June 1992, $6,950 was paid for remedial cleaning
         in connection  with the asbestos  removal and the  unexpended  asbestos
         reserve aggregated $443,050,  which is included in other liabilities in
         the  accompanying  balance  sheets at December  31, 1998 and 1997.  The
         Partnership does not presently plan to commence removal of the asbestos
         until a purchaser or tenant for the property is identified.


                                      F-21
<PAGE>
                    RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

5         REAL ESTATE - NET (continued)

         Landover, Maryland (continued)

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

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

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

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

         Occupancy at the shopping center has declined from approximately 82% at
         the time of foreclosure to approximately  78% at December 31, 1998. The
         anticipated  lease-up  of the  vacant  space  has  not  occurred  as of


                                      F-22

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

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

5         REAL ESTATE - NET (continued)

         Landover, Maryland (continued)

         December 31, 1998  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.

         Arlington, Texas

         As discussed in Note 4, this  property was acquired by the  Partnership
         via a  deed-in-lieu  of foreclosure on September 30, 1997. The property
         had been recorded at its estimated net  realizable  value of $1,500,000
         at  such  date.   On  March  10,  1998,   the  property  was  sold  for
         approximately $1,457,000, net of closing costs.

6         DISTRIBUTIONS PAYABLE

         Distributions  payable  represent  distributions of adjusted cash flows
         from  operations  as  defined  in the  Limited  Partnership  Agreement.
         Distributions  payable to limited  partners of $625,993 for the quarter
         ended  December  31,  1997,  were  paid in the first  quarter  of 1998.
         Distributions of $6,323 payable to the general partners for the quarter
         ended  December 31, 1997,  were also paid in the first quarter of 1998.
         No  distributions  were  declared for the quarter  ending  December 31,
         1998.

7         PARTNERS' EQUITY

         The General  Partners  hold a 1% equity  interest  in the  Partnership.
         However,  at the inception of the  Partnership,  the General  Partners'
         equity account was credited with only the actual capital contributed in
         cash,  $1,000.  The  Partnership's   management  determined  that  this
         accounting did not appropriately  reflect the Limited Partners' and the
         General  Partners'  relative  participations  in the  Partnership's net
         assets,  since it did not  reflect  the  General  Partners'  1%  equity
         interest in the  Partnership.  During 1997 the Partnership had restated
         its  financial  statements  to  reallocate  $541,390  (1% of the  gross
         proceeds raised at the Partnership's formation) of the partners' equity
         to the General  Partners'  equity account.  This  reallocation was made
         retroactively as of the inception of the Partnership.  The reallocation
         had no impact  on the  Partnership's  financial  position,  results  of
         operations, cash flows, distributions to partners, or the partners' tax
         basis capital accounts.

                                      F-23
<PAGE>
                    RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

8         COMMITMENTS AND CONTINGENCIES

         HEP Action

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

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

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

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

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


                                      F-24
<PAGE>
                    RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

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

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

         In September 1998, the parties in the lawsuit entered into a Memorandum
         of  Understanding  with  respect to a settlement  of the  lawsuit.  The
         Memorandum  of  Understanding  provided,  among other  things,  for the
         preparation of definitive documentation in the form of a Stipulation of
         Settlement and related documents  ("Stipulation").  The Stipulation was
         executed by the parties in December  1998,  and  submitted to the Court
         for  preliminary  approval  early in January  1999.  After  hearing and
         receipt of a report from the Court's designated independent expert, the
         Court  entered  an order  on  February  1,  1999,  wherein  it gave its
         preliminary  approval to the settlement and directed that notice of the
         proposed  settlement  be  sent to the  previously  certified  class.  A
         hearing is scheduled for April 14, 1999. The settlement is subject to a
         number of conditions.  There can be no assurance  that such  conditions
         will be fulfilled.

         The  Administrative  General  Partner  believes that each of the claims
         asserted  in  the  Amended   Complaint  is  meritless  and  intends  to
         vigorously  defend  the HEP  Action if the  settlement  is not  finally
         approved and/or  consummated.  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.

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

         The Partnership recognizes interest income on all of its investments in
         mortgage  loans  for  tax  purposes  using  the  interest  method.  For
         financial  statement  purposes  mortgage loans  accounted for under the
         investment method recognize income as described in Note 2.


                                      F-25
<PAGE>
                    RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

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


         A  reconciliation  of net income per  financial  statements  to the tax
         basis of accounting is as follows:
<TABLE>
<CAPTION>
                                                                           Year ended December 31,
                                                              ------------------------------------------------
                                                                   1998             1997              1996
                                                              -------------     -------------    -------------
<S>                                                           <C>               <C>              <C>          
              Net income per financial statements             $  10,339,470     $   4,033,448    $   1,244,262

              Difference in (recovery of) provision for
                  loan losses                                         -              (721,946)       1,547,830

              Difference in income recognized on
                  mortgage investments                           (8,491,987)          (22,741)         745,403

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

              Tax loss on disposition of real estate
                  in excess of financial statement                 (464,753)            -                -

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

              Tax depreciation in excess of
                  financial statement depreciation                  (19,701)          (25,175)         (20,717)
                                                              --------------    -------------    -------------

              Net income per tax basis                        $   1,363,029     $   2,186,494    $   3,660,778
                                                              =============     =============    =============

</TABLE>

                                      F-26
<PAGE>
                    RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
 

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

         The  differences  between the  Partnership's  net assets per  financial
         statements to the tax basis of accounting are as follows:
<TABLE>
<CAPTION>
                                                                December 31,
                                                       -----------------------------
                                                           1998              1997
                                                       -----------       -----------
<S>                                                    <C>               <C>        
         Net assets per financial statements ....      $23,035,945       $48,451,062
         Deferred interest receivable ...........          237,817         9,210,601
         Acquisition and origination fees .......           (5,395)          (16,217)
         Allowance for impairments ..............        1,860,000         1,860,000
         Syndication costs .......................       2,669,697         2,669,697
         Cumulative tax depreciation in excess of
              financial statement depreciation ..         (115,199)         (100,720)
                                                       -----------       ----------- 

         Net assets per tax basis ...............      $27,682,865       $62,074,423
                                                       ===========       =========== 
</TABLE>




                                      F-27

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

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS






                                                                      Additions
                                                         ------------------------------
                                    Balance at            Charged to          Charged                                  Balance at
                                  Beginning of            Costs and           to Other                                   End of
             Description             Period               Expenses            Accounts           Deductions              Period
             -----------             ------               --------            --------           ----------              ------
<S>                               <C>                    <C>                   <C>               <C>                  <C>        
 YEAR ENDED DECEMBER 31, 1998

 Write-down for impairment:
 Groton Shopping Center
      Groton, Connecticut         $ 1,860,000  (A)       $    -                $    -            $         -          $ 1,860,000
                                  ===========            ===========           ======            ===========           ===========

 YEAR ENDED DECEMBER 31, 1997

 Write-down for impairment:
 Groton Shopping Center
      Groton, Connecticut         $ 1,860,000  (A)       $    -                $    -           $          -          $ 1,860,000
                                  ===========            ===========           ======           ============          ===========

 Allowance for loan losses:
 Santa Ana Loan
      Santa Ana, California       $ 1,547,830  (B)       $    -                $    -           $ (1,547,830) (B)     $         -
                                  ===========            ===========           ======           ============          ===========


 YEAR ENDED DECEMBER 31, 1996

 Write-down for impairment:
 Groton Shopping Center
      Groton, Connecticut         $ 1,860,000  (A)       $    -                $    -           $          -          $ 1,860,000
                                  ===========            ===========           ======           ============          ===========


 Allowance for loan losses:
 Santa Ana Loan
      Santa Ana, California       $        -   (B)       $ 1,547,830           $    -           $          -          $ 1,547,830
                                  ===========            ===========           ======           ============          ===========
</TABLE>
(A)  Represents  a  write-down  for  impairment  on the Groton  Shopping  Center
     provided during 1995.

(B)  Represents  a  provision  for loan  losses on the  Santa Ana Loan  provided
     during 1996 which was reversed  during 1997 upon receipt by the Partnership
     and subsequent sale of the property underlying the loan.


                                      F-28
<PAGE>
<TABLE>
<CAPTION>
                                                  RESOURCES PENSION SHARES 5, L.P.

                                       Schedule III - REAL ESTATE AND ACCUMULATED DEPRECIATION

                                                          DECEMBER 31, 1998


                                                                              COSTS CAPITALIZED                   GROSS AMOUNT AT   
                                                  INITIAL COST TO               SUBSEQUENT TO                        CLOSE OF
                                                   PARTNERSHIP (1)               ACQUISITION                           PERIOD       
                                             -------------------------    -------------------------      ---------------------------
                                                              BUILDINGS                                                 BUILDINGS 
                                                               AND                         CARRYING                        AND      
         DESCRIPTION         ENCUMBRANCES        LAND      IMPROVEMENTS   IMPROVEMENTS       COSTS           LAND     IMPROVEMENTS  
         -----------         ------------        ----      ------------   ------------       -----           ----     ------------  
<S>                           <C>            <C>           <C>             <C>             <C>           <C>             <C>        
     LANDOVER MALL                                                                                                                  
     LANDOVER, MARYLAND       $       -      $ 640,000     $ 2,560,000     $      -        $ 84,404      $ 640,000       $ 2,644,404
                                                                                                                                    
                                                                                                                                    
     XEROX OFFICE BUILDING                                                                                                          
     ARLINGTON, TEXAS (2)             -        300,000       1,200,000            -               -              -                 -
                                                                                                                                    
                                                                                                                                    
     GROTON SHOPPING CENTER                                                                                                         
     GROTON, CONNECTICUT              -      1,820,000       4,680,000      701,822               -      1,820,000         5,381,822
                               --------     ----------     -----------     --------        --------     ----------       -----------
                                                                                                                                    
                                                                                                                                    
     TOTAL                     $      -     $ 2,760,00     $ 8,440,000     $701,822        $ 84,404     $ 2,460,00       $ 8,026,226
                               =========    ==========     ===========     =======         ========     ==========       ===========
                                                                                                                        
<CAPTION>                                                                                                               
                                                                                                                  LIFE ON WHICH     
                                                                                                                  DEPRECIATION IN   
                              WRITE-DOWN                                                                          LATEST INCOME  
                                  FOR                              ACCUMULATED       DATE OF             DATE       STATEMENTS   
      DESCRIPTION             IMPAIRMENT           TOTAL          DEPRECIATION    CONSTRUCTION        ACQUIRED     IS COMPUTED  
      -----------             ----------           -----          ------------    ------------        --------     -----------  
 <S>                              <C>             <C>                <C>                <C>             <C>         <C>             
   LANDOVER MALL                                                                                                                    
   LANDOVER, MARYLAND            $        -      $ 3,284,404        $ 397,360           N/A             12/21/92    40 YEARS        
                                                                                                                    Straight-line   
                                                                                                                    method          
   XEROX OFFICE BUILDING                                                                                                            
   ARLINGTON, TEXAS (2)                   -                -                -           N/A              9/30/97    40 YEARS        
                                                                                                                    Straight-line   
                                                                                                                    method          
   GROTON SHOPPING CENTER                                                                                                           
   GROTON, CONNECTICUT            (1,860,000)      5,341,822          647,361           N/A              12/9/93    40 YEARS        
                                 -----------     -----------      -----------                                       Straight-line   
                                                                                                                    method          
                                                                                                                                    
   TOTAL                         $(1,860,000)     $ 8,626,22      $ 1,044,721                                                       
                                  ===========      ==========      ===========                                                      
</TABLE>  
 <PAGE>
<TABLE>
<CAPTION>
                                                                     Year ended December 31,
                                                 ----------------------------------------------------------------
 (A) RECONCILIATION OF REAL ESTATE OWNED            1998                        1997                      1996
                                                ------------               ------------              ------------  
<S>                                              <C>                        <C>                       <C>          
Balance at beginning of year .                   $10,082,162                $ 8,422,190               $ 8,331,702  
                                                                                                                   
    Dispositions .............                    (1,500,000)                      --                        --    
                                                                                                                   
Additions during year:                                                                                             
    Building .................                          --                    1,200,000                      --    
    Land .....................                          --                      300,000                      --    
    Improvements .............                        44,064                    159,972                    90,488  
                                                ------------               ------------              ------------  
                                                                                                                   
Balance at end of year .......                  $ 8,626,226                $ 10,082,162               $ 8,422,190  
                                                ============               ============              ============  
                                              
<CAPTION>

                                                                       Year ended December 31,
                                                      -------------------------------------------------------------
 (B) RECONCILIATION OF ACCUMULATED DEPRECIATION          1998                      1997                     1996
                                                      ----------                ----------               ----------
<S>                                                   <C>                       <C>                      <C>        
                                                                                                                        
Balance at beginning of year ....................     $  850,088                $  645,032               $  450,608     
                                                                                                                        
Additions during year                                                                                                   
    Depreciation expense ........................        209,633                   205,056                  194,424     
    Dispositions ................................        (15,000)                     --                       --       
                                                      ----------                ----------               ----------     
                                                                                                                        
Balance at end of year .........................      $1,044,721                $  850,088               $  645,032     
                                                      ==========                ==========               ==========     
                                                       
</TABLE>

 (1) Aggregate cost for income tax purposes is $10,486,226.
 (2) The property was sold on March 10, 1998.  See Note 4.



                                      F-29
<PAGE>


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

None.



<PAGE>
PART III


Item 10. Directors and Executive Officers of Registrant

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

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

As of March 1, 1999, the executive officers and directors of the Administrative,
Investment and Associate General Partners were as follows:
<TABLE>
<CAPTION>
         Name                Age                    Position Held                      Has served as a     
                                                                                       Director and/or     
                                                                                       Officer since  
------------------------------------------------------------------------------------------------------
<S>                           <C>      <C>                                             <C>
W. Edward Scheetz             34       Director                                        November 1997          
David Hamamoto                39       Director                                        November 1997          
Dallas E. Lucas               36       Director                                        August 1998            
David King                    36       Executive Vice President and Assistant          November 1997          
                                       Treasurer, Director                                                    
Lawrence R. Schachter         42       Senior Vice President and Chief                 January 1998           
                                       Financial Officer                                                      
J. Peter Paganelli            40       Senior Vice President, Secretary and            March 1998             
                                       Treasurer                                                              
Allan B. Rothschild           37       President and Director                          December 1997          
Marc Gordon                   34       Vice President                                  November 1997          
Charles Humber                25       Vice President                                  November 1997          
Adam Anhang                   25       Vice President                                  November 1997          
Gregory Peck                  24       Assistant Secretary                             November 1997          
</TABLE>             
------------

There are no family  relationships  between or among any of the directors and/or
executive  officers of the  Administrative,  Investment  and  Associate  General
Partner.

W. Edward Scheetz co-founded  NorthStar Capital Partners LLC with David Hamamoto
in July 1997,  From 1993 through 1997,  Mr. Scheetz was a partner at Apollo Real
Estate  Advisors  L.P.  From 1989 to 1993,  Mr.  Scheetz  was a  principal  with
Trammell Crow Ventures.
<PAGE>
David Hamamoto co-founded  NorthStar Capital Partners LLC with W. Edward Scheetz
in July 1997.  From 1988 to 1997, Mr Hamamoto was a partner and a co-head of the
real estate principal investment area at Goldman, Sachs & Co.

Dallas E. Lucas joined Northstar  Capital Partners LLC in August 1998. From 1994
until then he was the Chief  Financial  Officer of Crescent Real Estate Equities
Company.  Prior to that he was a financial  consulting  and audit manager in the
real estate services group of Arthur Anderson LLP.

David King joined NorthStar  Capital Partners LLC in November 1997. From 1990 to
1997, Mr. King was associated  with Olympia & York Companies (USA) where he held
the  position of Senior Vice  President  of Finance.  Prior to that Mr. King was
employed with Bankers Trust in its real estate finance group.

Lawrence R.  Schachter  joined  NorthStar  Presidio in January 1998 From 1996 to
1998, Mr. Schachter was Controller at CB Commercial/Hampshire  LLC. From 1995 to
1996, Mr.  Schachter was Controller at Goodrich  Associates.  From 1992 to 1995,
Mr. Schachter was Controller at Greenthal/Harlan Realty Services Co.

J. Peter Paganelli  joined  NorthStar  Presido in March 1998. From 1997 to 1998,
Mr. Paganelli was Director of Asset Management at Argent Ventures LLC, a private
real estate  company.  From 1994 to 1997, Mr.  Paganelli was a Vice President at
Starwood Capital Group, LLC in its Asset  Management  Group.  From 1986 to 1994,
Mr.  Paganelli  was an Associate  Director at Cushman &  Wakefield,  Inc. in its
Financial Services and Asset Services Groups.

Allan B.  Rothschild  joined  NorthStar  Presidio in December 1997. From 1995 to
1997, Mr.  Rothschild  was Senior Vice President and General  Counsel of Newkirk
Limited  Partnership.  From 1987 to 1995, Mr. Rothschild was associated with the
law firm of Proskauer, Rose LLP in its real estate group.

Marc Gordon joined  NorthStar  Capital Partners LLC in October 1997 From 1993 to
1997, Mr. Gordon was Vice President in the real estate investment  banking group
at Merrill Lynch.  Prior to that, Mr. Gordon was associated with the law firm of
Irell & Manella in its real estate and banking group.

Charles Humber joined  NorthStar  Capital  Partners LLC in September  1997. From
1996 to 1997,  Mr Humber was  employed  with  Merrill  Lynch in its real  estate
investment  banking  group.  Prior to that,  Mr.  Humber  was a student at Brown
University.

Adam Anhang joined  NorthStar  Capital Partners LLC in August 1997. From 1996 to
1997,  Mr.  Anhang was  employed  by The Athena  Group as part of its Russia and
former Soviet Union development team. Prior to that, Mr. Anhang was a student at
the Wharton School of the University of Pennsylvania.

Gregory Peck joined  NorthStar  Capital  Partners LLC in July 1997. From 1996 to
1997,  Mr. Peck was employed by Morgan  Stanley as part of Morgan Stanley Realty
Real Estate Funds (MSREF) and Morgan  Stanley's Real Estate  Investment  Banking
Group.  From 1994 to 1996,  Mr. Peck  worked for Lazard  Freres & Co. LLC in the
Real Estate Investment Banking Group.

Many of the above officers and directors of the  Administrative,  Investment and
Associate  General  Partners are also officers  and/or  directors of the general
partners of other public  partnerships  affiliated  with  Presidio or of various
subsidiaries of Presidio.
<PAGE>
Item 11. Executive Compensation

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


Item 12. Security Ownership of Certain Beneficial Owners and Management

As of March 1, 1999, only the following entity was known by Registrant to be the
beneficial owner of more than 5% of Registrant's Units:
<TABLE>
<CAPTION>
                                                                       Amount of         Percentage of
                           Name and Address of                        Beneficial           Beneficial
    Title of Class           Beneficial Owner                         Ownership            Ownership
    --------------           ----------------                         ---------            ---------
<S>        <C>          <C>                                         <C>                      <C> 
Limited    Partnership  Presidio Partnership II Corp.                552,505.862              9.7%
Units                   411 West Putnam Avenue
                        Greenwich, CT 06830

Limited    Partnership  Presidio RPS Acquisition Corp.               860,750.613             15.1%
Units                   411 West Putnam Avenue
                        Greenwich, CT 06830
</TABLE>
--------------
As of March 1,  1999,  neither  the  General  Partners  nor their  officers  and
directors  were  known by  Registrant  to  beneficially  own  Units or shares of
Presidio, the parent of the General Partners.

To the knowledge of the Registrant, the following sets forth certain information
regarding  ownership  of the Class A shares  of  Presidio  as of March 11,  1998
(except as otherwise  noted) by: (i) each person or entity who owns of record or
beneficially five percent or more of the Class A shares,  (ii) each director and
executive officer of Presidio, and (iii) all directors and executive officers of
Presidio as a group.  To the knowledge of Presidio,  each of such  share-holders
has sole voting and  investment  power as to the shares shown  unless  otherwise
noted.

All  outstanding  shares of Presidio  are owned by Presidio  Capital  Investment
Company,  LLC ("PCIC"),  a Delaware limited liability company.  The interests in
PCIC (and beneficial ownership in Presidio) are held as follows:
<PAGE>
                                                  Percentage Ownership in PCIC
                                                   and Percentage Beneficial
                                                          Ownership
        Name of Beneficial Owner                          Presidio
        ------------------------                          --------

    Five Percent Holders:
    ---------------------
    NorthStar Presidio  Capital Holding Corp.(1)           71.93%
    AG Presidio Investors, LLC (2)                         14.12%
    DK Presidio Investors, LLC (3)                          8.45%
    Stonehill Partners, L.P. (4)                            5.50%




    The  holdings of the  directors  and  executive  officers of Presidio are as
    follows:

    Directors and Officers:
    -----------------------

    Adam Anhang (5)                                           0%
    Marc Gordon (5)                                           0%
    David Hamamoto (5)                                    71.93%
    Charles Humber (5)                                        0%
    David King (5)                                            0%
    Gregory Peck (5)                                          0%
    Dallas Lucas (5)                                          0%
    Allan Rothschild (5)                                      0%
    J. Peter Paganelli (5)                                    0%
    Lawrence Schachter (5)                                    0%
    W. Edward Scheetz (5)                                 71.93%

    Directors and Officers as a group:                    71.93%
    ----------------------------------

(1)      NorthStar  Presidio  Captial Holding Corp. ("NS Presidio) is a Delaware
         corporation  whose address is c/o NorthStar  Capital  Investment Corp.,
         527 Madison Avenue,  16th Floor, New York, New York, 10022. NS Presidio
         has three  shareholders:  (1) NorthStar  Partnership,  L.P., a Delaware
         limited  partnership whose address is c/o Northstar Capital Investment
         Corp., 527 Madison Avenue,  16th Floor, New York, New York 10022, holds
         99% of the common stock (non-voting); (ii) David T. Hamamoto holds 0.5%
         of the common stock (voting); and (iii) W. Edward Scheetz holds 0.5% if
         the common stock (voting).

<PAGE>

(2)      Each of Angelo,  Gordon & Co.,  L.P.,  as sole  manager of AG  Presidio
         Investors,  LLC and John M.  Angelo and Michael L.  Gordon,  as general
         partners of the general  partner of Angelo,  Gordon & Co., L.P., may be
         deemed to  beneficially  own for purposes of Rule 13d-3 of the Exchange
         Act the securities  beneficially owned by AG Presidio  Investors,  LLC.
         Each of John M. Angelo and Michael L. Gordon  disclaims such beneficial
         ownership.  The business address for such persons is c/o Angelo, Gordon
         & Co., L.P., 245 Park Avenue, 26th Floor, New York, New York 10167.

(3)      M.H. Davidson & Company, as sole manager of DK Presidio Investors, LLC,
         may be deemed to  beneficially  own for  purposes  of Rule 13d-3 of the
         Exchange  Act  the  securities   beneficially   owned  by  DK  Presidio
         Investors,  LLC.  The  business  address  for such  persons is c/o M.H.
         Davidson & Company, 885 Third Avenue, New York, New York 10022.

(4)      Includes  shares  of PCIC  beneficially  owned  by  Stonehill  Offshore
         Partners  Limited and Stonehill  Institutional  Partners,  L.P. John A.
         Motulsky is a managing general partner of Stonehill  Partners,  L.P., a
         managing  member  of  the  investment  advisor  to  Stonehill  Offshore
         Partners  Limited  and a general  partner  of  Stonehill  Institutional
         Partners L.P. John A. Motulsky  disclaims  beneficial  ownership of the
         shares held by these entities. The business address for such persons is
         c/o Stonehill Investment  Corporation,  110 East 59th Street, New York,
         New York 10022.

(5)      The business address for such person is 527 Madison Avenue, 16th Floor,
         New York, New York 10022.
<PAGE>
Item 13. Certain Relationships and Related Transactions

During  Registrant's  fiscal year ended December 31, 1998, the General  Partners
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                 $954,669 (1)
Resources Pension Advisory Corp.               Investment General Partner                     $ 50,720 (2)
Presidio AGP Corp.                             Associate General Partner                         3,576 (3)
</TABLE>
-------------------
(1)      This amount includes the following:


         (a)      A  Partnership  Management  Fee of $604,275  for  managing the
                  affairs of Registrant.


                  (b) $350,394 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 $47,144  for  servicing  the
                  mortgage loan portfolio of Registrant.

                  (b) $3,576 as the Investment  General  Partner's  share of the
                  General  Partners'  1%  distribution  of  Adjusted  Cash  From
                  Operations.


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

(4)      Pursuant  to  Registrant's  Partnership  Agreement,  for the year ended
         December 31, 1998, the General Partners were allocated  taxable loss as
         follows:  $2,717 to the administrative  General Partner and $28 to each
         of the Investment and Associate General Partners.
<PAGE>
PART IV

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

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

         (1)      Financial Statements:  See Item 8.

         (2)      Financial Statement Schedules:  See Item 8.

         (3)      Exhibits:


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

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

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

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

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

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


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


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

         None.

         * Filed herewith
<PAGE>
                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  Registrant  has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized on the 29th day of March 1999.


RESOURCES PENSION SHARES 5, L.P.


By:      RESOURCES CAPITAL CORP.
         Administrative General Partner

                                                                     DATE

By:      /s/ Allan B. Rothschild                               March 29, 1999
         ----------------------- 
         Allan B. Rothschild
         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 as directors and/or officers (with respect to the  Administrative and
Investment General Partners) on the date indicated below.


       Signature                     Title                            Date


/s/ Lawrence R. Schachter    Senior Vice President,               March 29, 1999
-------------------------    (Principal Financial Officer
Lawrence R. Schachter        and Principal Accounting Officer)          
                                       

/s/ Allan B. Rothschild      Director and President               March 29, 1999
----------------------- 
Allan B. Rothschild

/s/ David King               Director, Executive Vice
--------------               President and Assistant Treasurer    March 29, 1999
David King                   

/s/ Dallas Lucas             Director                             March 29, 1999
----------------
Dallas Lucas                                                      
<PAGE>
                                  EXHIBIT INDEX

                                                                           Page
Exhibits                                                                  Number
--------                                                                  ------

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

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

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

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

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

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

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




         * Filed herewith