<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                       
                                   FORM 10-K

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

                  For the fiscal year ended: November 30, 1998

                                      OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934

                For the transition period from _____ to _____

                      Commission file number:  0-014341 


                         CONAM REALTY INVESTORS 5 L.P.
             ----------------------------------------------------
             EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER
                                       

<TABLE>
<S>                                            <C>
               California                                 11-2712111
               ----------                                 ----------
STATE OR OTHER JURISDICTION OF INCORPORATION   I.R.S. EMPLOYER IDENTIFICATION NO.

1764 San Diego Avenue 
San Diego, CA  92110 Attn.: Robert J. Svatos              92110-1906
--------------------------------------------              -----------
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES                     ZIP CODE
</TABLE>

Registrant's telephone number, including area code (619) 297-6771
                                                   --------------

Securities registered pursuant to Section 12(b) of the Act:  None

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 shorter period that the 
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)

Documents Incorporated by Reference:  

Portions of Parts I, II, III and IV are incorporated by reference to the 
Partnership's Annual Report to Unitholders for the fiscal year ended November 
30, 1998.  

<PAGE>

                                    PART I
ITEM 1.  BUSINESS 

(a) GENERAL DESCRIPTION OF BUSINESS AND OBJECTIVES

ConAm Realty Investors 5 L.P., formerly known as Hutton/ConAm Realty 
Investors 5 (the "Partnership"), is a California limited partnership formed 
on June 28, 1984.  ConAm Property Services IV, Ltd. ("CPS IV"), a California 
limited partnership, and RI 5 Real Estate Services, Inc. ("RI 5"), a Delaware 
corporation, were the original co-general partners of the Partnership.  On 
January 27, 1998, CPS IV acquired RI 5's co-general partner interest in the 
Partnership, effective July 1, 1997, pursuant to a Purchase Agreement between 
CPS IV and RI 5 dated August 29, 1997.  As a result, CPS IV now serves as the 
sole general partner  (the "General Partner") of the Partnership.  In 
conjunction with this transaction, the name of the Partnership was changed 
from Hutton/ConAm Realty Investors 5 to ConAm Realty Investors 5 L.P.

The Partnership was organized to engage in the business of acquiring, 
operating and holding for investment multifamily residential properties.  The 
Partnership originally invested in one residential apartment property and two 
joint ventures, each of which owned a specified property.  As described 
below, as of January 29, 1999, all of the Partnership's investments in the 
properties have been sold, and the General Partner anticipates that the final 
liquidation of the Partnership will be completed in mid-1999.

The Partnership's principal investment objectives with respect to its 
interests in real property were:

(1)  capital appreciation;

(2)  distribution of net cash from operations attributable to rental income; 
     and 

(3)  preservation and protection of capital.

Distribution of net cash from operations was the Partnership's objective 
during its operational phase, while preservation and appreciation of capital 
were the Partnership's long-term objectives.  The attainment of the 
Partnership's investment objectives was dependent on many factors, including 
future economic conditions in the United States as a whole and, in 
particular, in the localities in which the Partnership's properties were 
located, especially with regard to achievement of capital appreciation.  

The Partnership utilized the proceeds of its public offering to acquire three 
residential apartment complexes either directly or through investments in 
joint ventures, as follows:  (1)  Lakeview Village at Ponte Vedra, a 240-unit 
apartment complex, located in Ponte Vedra Beach, Florida;  (2)  The Hamptons 
at Quail Hollow, a 232-unit apartment complex, located in Charlotte, North 
Carolina; and (3)  Canterbury Park Apartments, a 96-unit apartment complex, 
located in Raleigh, North Carolina.  On December 10, 1996, Canterbury Park 
was sold to an unaffiliated buyer for $6,387,300. 

During its fiscal year ended November 30, 1998, following consideration of 
various alternatives available to the Partnership, the General Partner 
concluded that a sale of the Partnership's two remaining properties, Lakeview 
Village and The Hamptons at Quail Hollow (collectively the "Properties"), 
would be in the best interests of the Partnership and the Unitholders.  
Throughout much of fiscal 1998, the General Partner, on behalf of the 
Partnership, negotiated the terms of a sale of the Properties with Lend Lease 
Real Estate Investments, Inc. ("Lend Lease"), on behalf of two pension funds 
which are unaffiliated with the General Partner.  Once the terms were 
negotiated, as required by the Partnership's Second Amended and Restated 
Certificate and Agreement of Limited Partnership ("Agreement of Limited 
Partnership"), the General Partner solicited the consent of a majority in 
interest of the Unitholders to the sale pursuant to a Consent Solicitation 
Statement dated December 16, 1998.  The requisite consent was obtained on 
January 15, 1999, and on January 29, 1999, the Partnership consummated the 
sale of the Properties to DOC Investors, L.L.C., a Delaware limited liability 
company (the "Purchaser"), for a sales price of $26,000,000 (before selling 
costs and prorations).  The members of the Purchaser are two pension funds 
advised by Lend Lease, which own an aggregate 91% interest in the Purchaser, 
and ConAm DOC Affiliates LLC, an affiliate of the General Partner ("ConAm 
DOC"), which owns a 9% interest in the Purchaser. ConAm DOC has the potential 
to receive up to an additional 18% of the profits of the Purchaser after 
certain priority returns to the members of the Purchaser. 

The Partnership received approximately $19,482,000 of cash proceeds from the 
sale, net of closing costs of approximately $110,000 and repayment of 
indebtedness of approximately $6,408,000.  All net cash proceeds from the 
sale and previously undistributed cash from operations, less an amount the 
General Partner determined to set aside for contingencies, were distributed 
to the Limited Partners on February 26, 1999.

<PAGE>

The Partnership considers itself to have been engaged in only one industry 
segment, real estate investment.

COMPETITION

The Partnership's former real property investments were subject to 
competition from similar types of properties in the vicinities in which they 
were located. Such former competition increased during the Partnership's 
period of ownership of the Properties due principally to the addition of 
newly constructed apartment complexes offering increased residential and 
recreational amenities.  The Properties were also subject to competition from 
condominiums and single-family properties especially as potential renters 
chose to buy homes especially during periods of low mortgage interest rates.  
The Partnership competed with other real estate owners and developers in the 
rental and leasing of its Properties by offering competitive rental rates 
and, if necessary, leasing incentives.  Such competition affected the 
occupancy levels and revenues of the Properties.  The occupancy level at 
Lakeview Village in Florida reflects some seasonality, which is typical in 
this market.  In some cases, the Properties competed with properties owned by 
partnerships affiliated with the General Partner.   

For a discussion of  market conditions in the areas where the Properties were 
located, reference is made to the Partnership's Annual Report to Unitholders 
for the fiscal year ended November 30, 1998, which is filed as an exhibit 
under Item 14.

EMPLOYEES

The Partnership has no employees.  Services are provided by CPS IV and ConAm 
Management Corporation ("ConAm Management"), an affiliate of CPS IV. Pursuant 
to property management agreements with the Partnership, ConAm Management 
provided property management services with respect to the Properties. In 
addition, the Partnership retains Brock, Tibbitts & Snell, an unaffiliated 
company located in San Diego, California, to provide all accounting and 
investor communication functions.  During fiscal 1998, Service Data 
Corporation, an unaffiliated company, provided transfer agent services for 
the Partnership.  During February 1999, pursuant to the terms of a sale of 
its contracts, Service Data Corporation assigned the transfer agent functions 
of the Company to MAVRICC Management Systems, Inc., an unaffiliated company 
located in Troy, Michigan.  See Item 13, "Certain Relationships and Related 
Transactions", for a further description of the service and management 
agreements between the Partnership and affiliated entities.

ITEM 2.  PROPERTIES

For a description of the Properties owned and operated by the Partnership 
during fiscal 1998 and discussion of market conditions in the areas where the 
Properties are located, reference is made to the Partnership's Annual Report 
to Unitholders for the fiscal year ended November 30, 1998, which is filed as 
an exhibit under Item 14.  For information on the Partnership's purchase of 
the Properties, reference is made to Note 4 of the Consolidated Financial 
Statements, included herein by reference to the Partnership's Annual Report 
to Unitholders.  For information on the sale of the Properties by the 
Partnership in January, 1999, reference is made to Item 1 and Note 10 of the 
Consolidated Financial Statements, included herein by reference to the 
Partnership's Annual Report to Unitholders.  Average occupancy rates at each 
property are incorporated by reference to Item 7.

ITEM 3.  LEGAL PROCEEDINGS

The Partnership is not subject to any material pending legal proceedings. 

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fourth quarter of the fiscal year ended November 30, 1998, no 
other matters were submitted to a vote of Unitholders through the 
solicitation of proxies or otherwise. On December 16, 1998, the Unitholders 
were asked to approve a sale of the Partnership's remaining properties.  A 
majority in interest of the Unitholders approved the sale and the sale was 
completed on January 29,1999.


                                                                        Page  3
<PAGE>

                                   PART II

ITEM 5.  MARKET FOR THE PARTNERSHIP'S LIMITED PARTNERSHIP INTERESTS AND 
RELATED SECURITY HOLDER MATTERS

As of November 30, 1998, the number of Unitholders of record was 2,514.

No established public trading market exists for the Units, and it is not 
anticipated that such a market will develop in the future.

Distributions of Net Cash From Operations, when made, are determined by the 
General Partner on a quarterly basis, with distributions generally occurring 
approximately 45 days after the end of each fiscal quarter.  Such 
distributions to the Unitholders have been made from net operating income 
with respect to the Partnership's investment in the Properties and from 
interest on short-term investments.  Information on cash distributions paid 
by the Partnership for the past two fiscal years is incorporated by reference 
to the Partnership's Annual Report to Unitholders for the fiscal year ended 
November 30, 1998, which is filed as an exhibit under Item 14. No 
distributions was made for the fourth quarter of the fiscal year ended 
November 30, 1998 because the General Partner decided to suspend 
distributions pending the outcome of the solicitation of the consent of the 
Unitholders to the sale of the Properties.

Because of the sale of the Partnership's remaining Properties, no further 
quarterly distributions of Net Cash From Operations will be made.  The 
Partnership distributed $19,402,875 to the Unitholders ($337.50 per Unit) and 
$1,340 to the General Partner on February 26, 1999, which amounts are equal 
to substantially all of the net proceeds from the sale of the Properties, 
together with other available cash of the Partnership, less an amount for 
costs associated with the sale and liquidation and other contingencies, net 
of expected cash provided by operations through the date of sale, of 
approximately $554,000.  The final liquidation of the Partnership is expected 
to occur in mid-1999, and the remaining funds, if any, will be distributed to 
the Unitholders at that time.

ITEM 6.   SELECTED FINANCIAL DATA

Incorporated by reference to the Partnership's Annual Report to Unitholders 
for the year ended November 30, 1998, which is filed as an exhibit under Item 
14.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

At November 30, 1998, the Partnership had cash and cash equivalents of 
$424,001, which were invested in unaffiliated money market funds, compared 
with $1,424,876 at November 30, 1997.  The decrease in cash and cash 
equivalents reflects mortgage principal payments, additions to real estate 
and cash distributions to Partners exceeding cash provided by operating 
activities during the fiscal year ended November 30, 1998.  The Partnership 
also maintains a restricted cash balance that totaled $261,132 at November 
30, 1998, largely unchanged from $224,210 at November 30, 1997.  The increase 
in other assets in fiscal 1998 is primarily attributed to an increase in a 
deposit required by the Internal Revenue Service and prepaid selling costs.

Distribution payable decreased to $0 at November 30, 1998, compared to 
$359,019 at November 30, 1997.  The decrease is primarily attributable to the 
decision of the General Partner to suspend distributions pending the outcome 
of the solicitation of the consent of the Unitholders to the sale of the 
remaining Properties. 

Accounts payable and accrued expenses is relatively unchanged and total 
$387,989 at November 30, 1998, compared to $388,948 at November 30, 1997. 

Security deposits decreased to $73,629 at November 30, 1998, compared to 
$89,448 at November 30, 1997.  This decrease occurred while occupancy 
increased during that same period.  This decrease in security deposits 
occurred primarily because strong competition has reduced the ability of 
property owners to collect refundable security deposits from their tenants.

The Partnership continued to perform various improvements at the Properties
during fiscal 1998 which include the completion of the roof replacements at
Lakeview Village, the majority of which was completed during the period
commencing with the fourth quarter of fiscal 1997 through the second quarter of
fiscal 1998.  The approximate cost of replacing the roof was 


                                                                        Page  4
<PAGE>

$800,000 of which $400,000 was funded in fiscal 1998 and $400,000 was funded 
in fiscal 1997 from the Partnership's operating cash flow and cash reserves.

During fiscal 1998, the Partnership received insurance proceeds of $254,945 
from claims resulting from fire damage to eight units at Lakeview Village.  
The insurance proceeds were sufficient to cover the cost of the restoration 
work.

As a result of the Partnership's sale of the Properties on January 29, 1999, 
all of the Partnership's assets have been converted to cash and cash 
equivalents. Pending distribution to the Unitholders as described in Item 5 
above, the Partnership's funds have been invested in the Pacific Horizon 
Money Market Funds, Prime Fund.  The General Partner retained from the 
initial distribution an amount it believes is sufficient to provide for 
contingencies, and to cover the expenses of operating the Partnership until 
final liquidation of the Partnership, including legal and accounting fees.

RESULTS OF OPERATIONS

1998 VERSUS 1997

Partnership operations for the fiscal year ended November 30, 1998 resulted 
in net income of $247,691 compared with net income of $2,687,490 in fiscal 
1997. The decrease in net income is primarily attributable to a $2,582,641 
gain recognized on the sale of Canterbury Park in fiscal 1997.  Excluding the 
gain, the Partnership generated income from operations of $104,849 for fiscal 
1997. The increase in operating income in fiscal 1998 is primarily due to an 
increase in rental income and a decrease in property operating costs somewhat 
offset by an increase in write-off assets as they were replaced.

Net cash provided by operating activities was $1,000,284 for the fiscal year 
ended November 30, 1998 compared to $1,112,952 in fiscal 1997.   The decrease 
in cash provided by operating activities is primarily attributable to an 
increase in other assets.  

Rental income for the fiscal year ended November 30, 1998 was $3,970,095 
compared with $3,714,870 in fiscal 1997.  The increase is primarily due to 
relatively stable occupancy at The Hamptons at Quail Hollow and improved 
occupancy at Lakeview Village and improved rental rates at both of the 
properties partially offset by the sale of Canterbury Park in December of 
1996. Interest income totaled $37,894 for the fiscal year ended November 30, 
1998 compared to $130,067 in fiscal 1997.  The decrease is due to the 
Partnership maintaining lower average cash balances in fiscal 1998 than in 
fiscal 1997 from proceeds held for the sale of Canterbury Park in fiscal 1997.

Property operating expenses decreased slightly to $2,055,840 for the fiscal 
year ended November 30, 1998, as compared $2,123,570 for fiscal 1997.  This 
decrease is primarily due to the sale of Canterbury Park in December of 1996 
and a decrease in property operating expenses at The Hamptons at Quail Hollow.

Write-off of assets increased to $162,037 for fiscal year end November 30, 
1998 from $85,000 for fiscal 1997.   The increase is due to an increase in 
roof replacements at Lakeview Village in fiscal 1998.

1997 VERSUS 1996

Partnership operations for the fiscal year ended November 30, 1997 generated 
net income of $2,687,490, compared with net income of $1,017,032 in fiscal 
1996. The increase in net income is primarily attributable to a $2,582,641 
gain recognized on the sale of Canterbury Park.  Excluding the gain, the 
Partnership generated income from operations of $104,849.  Net cash provided 
by operating activities was $1,112,952 for the fiscal year ended November 30, 
1997 compared to $2,022,547 in fiscal 1996.   The decrease in cash provided 
by operating activities is primarily attributable to the sale of Canterbury 
Park.

Rental income totaled $3,714,870 for the fiscal year ended November 30, 1997 
compared with $4,695,358 in fiscal 1996.  The decrease is primarily 
attributable to the sale of Canterbury Park, and to a lesser extent, a 
decline in rental income at Lakeview Village due to lower occupancy.

Property operating expenses totaled $2,123,570 for the fiscal year ended 
November 30, 1997 compared with $2,120,789 in fiscal 1996.  The increase is 
primarily due to higher rental administrative expenses and parking lot 
repairs at Lakeview Village.  The increase is also attributable to higher 
maintenance expenses and asphalt repairs at the Hamptons at Quail 


                                                                        Page  5
<PAGE>

Hollow. Depreciation and amortization declined from $1,027,524 for the fiscal 
year ended November 30, 1996 to $879,851 in fiscal 1997.  The decrease is 
primarily due to the sale of Canterbury Park and to certain furniture, 
fixtures and equipment becoming fully depreciated.

General and administrative expenses increased from $140,163 in fiscal 1996 to 
$167,485 in fiscal 1997.  The increase is primarily attributable to an 
increase in costs associated with Partnership accounting, tax and 
administrative services.  During the 1997 period, certain expenses incurred 
by RI 5, its affiliates, and an unaffiliated third party service provider in 
servicing the Partnership, which were voluntarily absorbed by affiliates of 
RI 5 in prior periods, were reimbursable to RI 5 and its affiliates.

The average occupancy levels at each of the properties owned for the full 
year during the years ended November 30, 1998, 1997 and 1996 were as follows:

<TABLE>
<CAPTION>
                                            TWELVE MONTHS ENDED NOVEMBER 30,
                                            --------------------------------
 Property                                   1998         1997          1996
 --------                                   ----         ----          ----
 <S>                                        <C>          <C>           <C>
 The Hamptons at Quail Hollow                96%          94%           96%
 Lakeview Village                            94%          88%           96%
</TABLE>

NEW ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board has issued issued SFAS No. 129, 
"Disclosure of Information about Capital Structure," SFAS No. 130, "Reporting 
Comprehensive Income," and SFAS No. 131, "Disclosure about Segments of an 
Enterprise and Related Information."  These statements, which are effective 
for fiscal years beginning after December 15, 1997, expand or modify 
disclosures and, accordingly, will have no impact on the Partnership's 
reported financial position, results of operations or cash flows.

YEAR 2000 

Due to the consummation of the sale of the Properties in January 1999, the 
Partnership is no longer engaged in the operation of real properties or any 
other business.  As a result of the foregoing, and in view of the General 
Partner's plan to complete the full liquidation of the Partnership prior to 
January 1, 2000, the Partnership has no exposure to Year 2000 issues.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Since the Partnership sold its remaining Properties on January 29, 1999 and 
its mortgage indebtedness was repaid, the Partnership has no exposure to 
interest rate risk.  In addition, the Partnership is expected to be 
liquidated during 1999.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Incorporated by reference to the Partnership's Annual Report to Unitholders 
for the fiscal year ended November 30, 1998, which is filed as an exhibit 
under Item 14.  Supplementary Data is incorporated by reference to F-1 and 
F-2 of this report. 

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
FINANCIAL DISCLOSURE

Effective December 1, 1997, the Partnership advised PricewaterhouseCoopers 
LLP (formerly Coopers & Lybrand L.L.P.) that it was changing accounting firms 
and engaged KPMG LLP.

PricewaterhouseCoopers LLP's report on the consolidated financial statements 
for the year ended November 30, 1996 contained no adverse opinion or 
disclaimer of opinion and was not qualified as to uncertainty, audit scope or 
accounting principles. There had been no disagreements with 
PricewaterhouseCoopers LLP on any matters of accounting principles or 
practices, financial statement disclosure, or auditing scope procedure.

The decision to change accountants was approved by CPS IV and RI 5, the 
General Partners of the Partnership at that time.


                                                                        Page  6
<PAGE>

                                   PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP

The Partnership has no officers or directors.  CPS IV, as the General Partner 
of the Partnership, manages and controls the affairs of the Partnership and 
has general responsibility and authority in all matters affecting its 
business.

CPS IV is a California limited partnership organized on August 30, 1982.  The 
sole general partner of CPS IV is Continental American Development, Inc. 
("ConAm Development").  The names and positions held by the directors and 
executive officers of ConAm Development are set forth below.  There are no 
family relationships between any officers or directors.

<TABLE>
<CAPTION>
          NAME                               OFFICE
          ----                               ------
          <S>                                <C>
          Daniel J. Epstein                  President and Director
          E. Scott Dupree                    Vice President and Director
          Robert J. Svatos                   Vice President and Director
          Ralph W. Tilley                    Vice President
          J. Bradley Forrester               Vice President
</TABLE>

DANIEL J. EPSTEIN, 59, has been the President and a Director of ConAm 
Development and a general partner of Continental American Properties, Ltd. 
("ConAm"), an affiliate of CPS IV, since their inception.  He is also 
Chairman and Chief Executive Officer of ConAm Management.  Prior to 
organizing ConAm, Mr. Epstein was Vice President and a Director of American 
Housing Guild, which he joined in 1969.  At American Housing Guild, he was 
responsible for the formation of the Multi-Family Division and directed its 
development and property management activities.  Mr. Epstein holds a Bachelor 
of Science degree in Engineering from the University of Southern California.

E. SCOTT DUPREE, 48, is a Senior Vice President and general counsel of ConAm 
Management responsible for negotiation, documentation, review and closing of 
acquisition, sale and financing proposals.  Mr. Dupree also acts as principal 
legal advisor on general legal matters ranging from issues and contracts 
involving the management company to supervision of litigation and employment 
issues.  Prior to joining ConAm Management in 1985, he was corporate counsel 
to Trusthouse Forte, Inc., a major international hotel and restaurant 
corporation. Mr. Dupree holds a B.A. from United States International 
University and a Juris Doctorate degree from the University of San Diego.

ROBERT J. SVATOS, 40, is a Senior Vice President and is the Chief Financial 
Officer of ConAm Management.  His responsibilities include the accounting, 
treasury and data processing functions of the organization.  Prior to joining 
ConAm Management in 1988, he was the Chief Financial Officer for AmeriStar 
Financial Corporation, a nationwide mortgage banking firm.  Mr. Svatos holds 
an M.B.A. in Finance from the University of San Diego and a Bachelor's of 
Science degree in Accounting from the University of Illinois. He is a 
Certified Public Accountant.

RALPH W. TILLEY, 44, is a Senior Vice President and Treasurer of ConAm 
Management.  He is responsible for the financial aspects of syndications and 
acquisitions, the company's asset management portfolio and risk management 
activities.  Prior to joining ConAm Management in 1980, he was a senior 
accountant with KPMG LLP, specializing in real estate.  He holds a Bachelor's 
of Science degree in Accounting from San Diego State University and is a 
Certified Public Accountant.

J. BRADLEY FORRESTER, 41, is the President of ConAm Management.  He is 
currently responsible for overseeing all aspects of the operations of the 
firm.  His primary focus is on new business related activities including 
property acquisitions, property development and rehabilitation, and the 
acquisition of other property management companies.  Prior to joining ConAm, 
Mr. Forrester served as Senior Vice President - Commercial Real Estate for 
First Nationwide Bank in San Francisco, where he was responsible for a $2 
billion problem asset portfolio including bank-owned real estate and 
non-performing commercial real estate loans.  His past experience includes 
significant involvement in real estate development and finance, property 
acquisitions and dispositions and owner's representation matters.  Prior to 
entering the real estate profession, he worked for KPMG LLP in Dallas, Texas. 
 Mr. Forrester holds a Bachelor of Science degree in Accounting from 
Louisiana State University.  He received his CPA certification in the State 
of Texas.


                                                                        Page  7
<PAGE>

ITEM 11.  EXECUTIVE COMPENSATION

Neither the General Partner nor any of its directors or executive officers 
received any compensation from the Partnership. See Item 13 of this report 
for a description of certain costs of the General Partner and its affiliates 
reimbursed by the Partnership.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of November 30, 1998, no person was known by the Partnership to be the 
beneficial owner of more than five percent of the Units of the Partnership. 
Neither the General Partner nor any of its executive officers or directors 
own any Units.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

CPS IV received $21,119 as the General Partner's allocable share of Net Cash 
From Operations with respect to fiscal year ended November 30, 1998.  
Pursuant to the Agreement of Limited Partnership of the Partnership, for the 
fiscal year ended November 30, 1998, $13,036 of the Partnership's net income 
was allocated to CPS IV.  For a description of the share of Net Cash From 
Operations and the allocation of income and loss to which the General Partner 
is entitled, reference is made to Note 3 to the Consolidated Financial 
Statements, included in the Partnership's Annual Report to Unitholders for 
the fiscal year ended November 30, 1998, which is filed as an exhibit under 
Item 14.  Effective July 1, 1997, all General Partner allocations were made 
solely to CPS IV.

The Partnership entered into property management agreements with ConAm 
Management pursuant to which ConAm Management assumed direct responsibility 
for day-to-day management of the Properties.  It was the responsibility of 
ConAm Management to select resident managers, where appropriate, and monitor 
their performance.   ConAm Management's services also included the 
supervision of leasing, rent collection, maintenance, budgeting, employment 
of personnel, payment of operating expenses, strategic asset management and 
related services. For such services, ConAm Management was entitled to receive 
a management fee equal to 5% of gross revenues.  A summary of property 
management fees earned by ConAm Management during the past three fiscal years 
is incorporated by reference to Note 7 to the Consolidated Financial 
Statements, included in the Partnership's Annual Report to Unitholders for 
the fiscal year ended November 30, 1998, which is filed as an exhibit under 
Item 14.

Pursuant to Section 12(g) of the Partnership's Agreement of Limited 
Partnership, the General Partner may be reimbursed by the Partnership for 
certain of its costs.  A summary of amounts paid to the General Partners or 
their affiliates during the past three fiscal years is incorporated by 
reference to Note 7 to the Consolidated Financial Statements, included in the 
Partnership's Annual Report to Unitholders for the fiscal year ended November 
30, 1998, which is filed as an exhibit under Item 14.


                                                                       Page  8
<PAGE>

                                   PART IV
                                       
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K

     (a)(1)    FINANCIAL STATEMENTS:

<TABLE>
<CAPTION>
                                                                                                                         PAGE
                                                                                                                         ----
     <S>                                                                                                                 <C>
     Consolidated Balance Sheets - November 30, 1998 and 1997  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .(1)

     Consolidated Statements of Operations - For the years ended November 30, 1998, 1997 and 1996 .. . . . . . . . . . . .(1)

     Consolidated Statements of Partners' Capital - For the years ended November 30, 1998, 1997 and 1996.. . . . . . . . .(1)

     Consolidated Statements of Cash Flows - For the years ended November 30, 1998, 1997 and 1996  . . . . . . . . . . . .(1)

     Notes to the Consolidated Financial Statements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .(1)

     Independent Auditors' Report .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .(1)

     Report of Former Independent Accountants  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .(1)

     (a)(2)    FINANCIAL STATEMENT SCHEDULE:

     Schedule III - Real Estate and Accumulated Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .(F-1)

     Independent Auditors' Report  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .(F-2)

     Report of Former Independent Accountants  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .(F-3)

</TABLE>

     (1)     INCORPORATED BY REFERENCE TO THE PARTNERSHIP'S ANNUAL REPORT TO
             UNITHOLDERS FOR THE FISCAL YEAR ENDED NOVEMBER 30, 1998, FILED AS
             AN EXHIBIT UNDER ITEM 14.
     
     (a)(3)  EXHIBITS: 

     (4)(A)  Second Amended and Restated Agreement of Limited Partnership
             (included as, and incorporated herein by reference to, Exhibit A to
             the Prospectus of Registrant dated March 27, 1985, contained in
             Amendment No. 1 to Registration Statement No. 2-95481 of
             Registrant, dated March 27, 1985 (the "Registration Statement")).

       (B)   Subscription Agreement and Signature Page (included as, and
             incorporated herein by reference to, Exhibit 3.1 to   Amendment No.
             1 to the Registration Statement).

       (C)   Amendment, dated January 18, 1999 to Partnership's Second Amended
             and Restated Certificate and Agreement of Limited Partnership
             (included as, and incorporated herein by reference to, Exhibit 4.1
             to the Partnership's Report on Form 8-K filed on February 16,
             1999).
     
     (10)(A) Documents relating to Lakeview Village.

      (A.1)  Purchase and Development Agreement, dated January 31, 1984 and
             exhibits thereto (included as, and incorporated herein by reference
             to, Exhibit 10.2 to Amendment No. 1 to the Registration Statement).

      (A.2)  Amendments to Purchase and Development Agreement, dated May 31,
             1985, July 31, 1985 and August 21, 1985 (included as, and
             incorporated herein by reference to, Exhibit (10)(A) to the
             Registrant's Annual Report on Form 10-K for the fiscal year ended
             November 30, 1985 (the "1985 Annual Report")).


                                                                       Page  9
<PAGE>

      (A.3)  Amended and Restated Agreement of General Partnership of Lakeview
             Village at Ponte Vedra Lakes Joint Venture, dated July 1, 1992
             (included as, and incorporated herein by reference to Exhibit 10.2
             to the Registrant's Quarterly Report on Form 10-Q for the quarter
             ended August 31, 1992).
     
      (A.4)  Loan Documents:  Promissory Note and Assignment of Rents and Leases
             with respect to the refinancing of Lakeview Village, between
             Registrant and The Penn Mutual Life Insurance Company (included as,
             and incorporated herein by reference to, Exhibit A4 to the
             Registrant's 1993 Annual Report on Form 10-K filed on March 30,
             1994).
     
      (A.5)  Property Management Agreement between Lakeview Village at Ponte
             Vedra Lakes Joint Venture and Con Am Management Corporation for the
             Lakeview Village property (included as, and incorporated herein by
             reference to, Exhibit A5 to the Registrant's 1993 Annual Report on
             Form 10-K filed on March 30, 1994).
     
      (A.6)  Agreement for Purchase and Sale and Joint Escrow Instructions
             between Lakeview Village at Ponte Vedra Lakes Joint Venture and DOC
             Investors, L.L.C. dated January 26, 1999 with respect to Lakeview
             Village Apartments (included as, and incorporated herein by
             reference to, Exhibit 10.2 to the Partnership's Report on Form 8-K
             filed on February 16, 1999).
     
      (B)    Documents relating to The Hamptons.
     
      (B.1)  Purchase and Development Agreement, dated October 9, 1984 and
             exhibits thereto (included as, and incorporated herein by reference
             to, Exhibit 10.3 to Amendment No. 1 to the Registration Statement).
     
      (B.2)  First Amendment to Purchase and Development Agreement, dated
             December 12, 1985 (included as, and incorporated herein by
             reference to, Exhibit (10)(B) to the Registrant's Annual Report on
             Form 10-K for the fiscal year ended November 30, 1986).
     
      (B.3)  Real Estate Note, dated October 9, 1984 (filed as, and incorporated
             herein by reference to Exhibit (10)(B) to the 1985 Annual Report).
     
      (B.4)  Property Management Agreement between The Hamptons Joint Venture
             and ConAm Management Corporation for the Hamptons at Quail Hollow
             II property (included as, and incorporated herein by reference to,
             Exhibit B4 to the Registrant's 1993 Annual Report on Form 10-K
             filed on March 30, 1994).

      (B.5)  Agreement for Purchase and Sale and Joint Escrow Instructions
             between The Hamptons Joint Venture and Lend Lease Real Estate
             Investments, Inc. dated December 15, 1998, and amendment thereto
             and assignment thereof, with respect to Hamptons at Quail Hollow
             Apartments (included as, and incorporated herein by reference to,
             Exhibit 10.1 to the Partnership's Report on Form 8-K filed on
             February 16, 1999).
      
             
      (C)    Documents relating to Canterbury Park:

      (C.1)  Purchase and Development Agreement, dated September 7, 1984
             (included as, and incorporated herein by reference to, Exhibit 10.4
             to Amendment No. 1 to the Registration Statement).

      (C.2)  Amendments to Purchase and Development Agreement, dated April 30,
             1985 and June 30, 1985 (included as, and incorporated herein by
             reference to, Exhibit (10)(C) to the 1985 Annual Report).

      (C.3)  Property Management Agreement between Hutton/ConAm Realty Investors
             5 and Con Am Management Corporation for the Canterbury Park II
             property (included as, and incorporated herein by reference to,
             Exhibit C3 to the Registrant's 1993 Annual Report on Form 10-K
             filed on March 30, 1994).

      (D)    Settlement Agreement by and among the Managing Joint Venturers and
             the Epoch Joint Venturers, dated  July 1, 1992, (included as, and 
             incorporated herein by reference to, Exhibit 10.1 to the 
             Registrant's Quarterly Report on Form 10-Q for the quarter ended 
             August 31, 1992).


                                                                       Page 10
<PAGE>

     (13)    Annual Report to Unitholders for the fiscal year ended November 30,
             1998.

     (21)    List of Subsidiaries - Joint Ventures (included as, and
             incorporated herein by reference to, Exhibit (22) to the
             Registrant's Annual Report on Form 10-K filed for the fiscal year
             ended November 30, 1991). 

      (27)   Financial Data Schedule

      (99)   Portions of the Prospectus of the Registrant, dated March 27, 1985
             (included as, and incorporated herein by reference to, Exhibit 28
             to the Registrant's 1987 Annual Report on Form 10-K filed for the
             fiscal year ended November 30, 1987).

       (b)   REPORTS ON FORM 8-K:
             No reports on Form 8-K were filed by the Partnership during the
             fourth quarter of the fiscal year ended November 30, 1998.

       (c)   EXHIBITS
             See Item 14(a)(3) above.


                                                                       Page 11
<PAGE>

                                   SIGNATURES

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

Dated:    February 28, 1999


                                   BY:   ConAm Property Services IV, Ltd. 
                                         General Partner


                                   BY:   Continental American Development, Inc.
                                         General Partner


                                   BY:     /s/  Daniel J. Epstein
                                   ------------------------------
                                   Name:   Daniel J. Epstein
                                   Title:  President, Director and
                                           Principal Executive Officer



                                                                       Page 12
<PAGE>

Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following persons on behalf of the 
Registrant in the capacities and on the dates indicated.  

                                   CONAM PROPERTY SERVICES IV, LTD.
                                   A General Partner


                                   By:  Continental American Development, Inc.
                                             General Partner



Date:     February 28, 1999
                                   BY:  /s/  Daniel J. Epstein                  
                                        --------------------------------------
                                             Daniel J. Epstein
                                             Director, President and
                                             Principal Executive Officer  




Date:     February 28, 1999        BY:  /s/  E. Scott Dupree
                                        --------------------------------------
                                             E. Scott Dupree
                                             Vice President and Director 

Date:     February 28, 1999
                                   BY:  /s/  Robert J. Svatos 
                                        --------------------------------------
                                             Robert J. Svatos
                                             Vice President and Director





Date:     February 28, 1999
                                   BY:  /s/  Ralph W. Tilley  
                                        --------------------------------------
                                             Ralph W. Tilley
                                             Vice President   




Date:     February 28, 1999
                                   BY:  /s/  J. Bradley Forrester
                                        --------------------------------------
                                             J. Bradley Forrester
                                             Vice President


                                                                       Page 13