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

                                   FORM 10-Q/A

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the period ended SEPTEMBER 30, 1997
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                                       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:             0-16065
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               NORTHLAND CABLE PROPERTIES FIVE LIMITED PARTNERSHIP
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               (Exact Name of Registrant as Specified in Charter)


        Washington                                 91-1302403
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(State of Organization)                  (I.R.S. Employer Identification No.)

      1201 Third Avenue, Suite 3600, Seattle, Washington              98101
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          (Address of Principal Executive Offices)                  (Zip Code)

                                 (206)  674-3900
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              (Registrant's telephone number, including area code)


                                      N/A
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        (Former name, former address and former fiscal year, if changed
                               since last report)


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 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  [ ]


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This filing contains ____ pages.  Exhibits index appears on page ____.


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The purpose of this filing is to amend and restate Part I Item 2 Liquidity and
Capital Resources of the Registrant's 10 Q for the period ended September 30,
1997.





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PART I
ITEM 2

Liquidity and Capital Resources

Currently, the Partnership's primary source of liquidity is cash provided from
operations and borrowing capacity under its revolving credit facility.
Short-term liabilities are paid primarily through cash flow generated by
long-term assets and , to some extent, credit available under existing lines of
credit, particularly in periods of significant capital expenditures. "Current
assets," as that term is defined under generally accepted accounting principles,
is not the primary source of liquidity used by the Partnership to satisfy its
short-term obligations. Net cash provided by operating activities was $1,784,524
for the nine months ended September 30, 1997. The general and limited partners
have no future obligation to make additional capital contributions to the
Partnership.

Should the Partnership's future working capital needs exceed cash provided from
operating activities and its borrowing capacity, several alternative sources of
additional funding exist, including renegotiation of the Partnership's current
loan agreement to provide additional borrowing capacity, deferral of management
fees and certain operating costs payable to the Managing General Partner, and
the seeking of a loan from the Managing General Partner. The General Partners
are not obligated to defer payments due to them or to make loans to the
Partnership.

The Partnership currently has a revolving credit and term loan facility with
First Union National Bank of North Carolina. The indebtedness is secured by a
first lien position on all present and future assets of the Partnership. As of
September 30, 1997, this loan facility had an outstanding balance of
$20,017,266. Graduated principal plus interest payments are due quarterly until
maturity on March 31, 2001. Pursuant to its loan agreement, the Partnership is
subject to certain restrictive covenants, consisting primarily of the
maintenance of certain financial ratios, including a maximum ratio of debt to
annualized operating cash flow of 5.25 to 1 and a minimum ratio of annualized
operating cash flow to fixed charges of 1.00 to 1. Breach of these financial
covenants constitutes an event of default, upon the happening of which the
lender is entitled to accelerate the loan and enforce legal remedies, including
foreclosure upon the Partnership's assets. As of September 30, 1997, the
Partnership was not in compliance with the required ratio of debt to annualized
operating cash flow. Additionally, the Partnership does not expect to comply
with its required ratio of debt to annualized operating cash flow for the
quarter ended December 31, 1997. The Partnership has received a waiver from its
lender for these covenant violations. The waivers granted by the lender apply
specifically to these events of default and shall remain in effect with respect
to these specific items throughout the remaining term of the loan agreement.

The issuance of the waivers were conditioned upon the Managing General Partner
deferring management fees for the first quarter of 1998, which would approximate
$150,000, and limiting the Partnership's borrowings under its revolving credit
facility to $600,000 subsequent to September 30, 1997. These conditions would
provide the Partnership with $750,000 of working capital in addition to that
provided by operations which management estimates will be adequate to cover all
operating expenses, debt service and capital expenditures for 1998.

Should the Partnership continue operations beyond 1998, the Managing Partner
believes certain modifications to the existing loan agreement would be
necessary. These modifications would include a revision to the required ratio of
debt to annualized operating cash flow as well as an extension of maturity and
rescheduling of principal amortization. Based on discussion with the
Partnership's lender, the Managing General Partner believes these modifications
could be achieved, if necessary, with no material adverse effect on the
Partnership.




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As of the date of this filing, interest rates on the credit facility were as
follows: $15,350,000 fixed at 7.995% under the terms of an amortizing interest
rate swap agreement expiring December 8, 1997; and $4,732,000 fixed at 8.34375%
under the terms of an interest rate swap agreement expiring December 8, 1997.
The balance of $200,000 bears interest at the prime rate plus 1 3/8% (currently
9.875%). The above rates include a margin paid to the lender based on overall
leverage, and may decrease if the Partnership's leverage decreases.


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                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

               NORTHLAND CABLE PROPERTIES FIVE LIMITED PARTNERSHIP

       BY:  Northland Communications Corporation,
            Managing General Partner



Dated:  January 20, 1998    BY:  /s/ RICHARD I. CLARK
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                                     Richard I. Clark
                                     (Vice President/Treasurer)



Dated:  January 20, 1998    BY:  /s/ GARY S. JONES
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                                     Gary S. Jones
                                     (Vice President)


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