<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                  FORM 10-K/A
                                Amendment No. 2

                    Annual Report Pursuant to Section 13 or
                           15(d) of the Securities
                             Exchange Act of 1934

                 For the Fiscal Year Ended DECEMBER 31, 1996

                             Commission File Number
                                     0-12438   

                        REAL ESTATE ASSOCIATES LIMITED V

                        A CALIFORNIA LIMITED PARTNERSHIP

               I.R.S. Employer Identification No.  95-3768810   

        9090 WILSHIRE BLVD., SUITE 201, BEVERLY HILLS, CALIFORNIA  90211

       Registrant's Telephone Number, Including Area Code (310) 278-2191

      Securities Registered Pursuant to Section 12(b) or 12(g) of the Act:

                                      NONE

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed with the Commission by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding twelve months (or 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
                         ------          ------
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 registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K.  [X]
<PAGE>   2
PART I.

ITEM 1.      BUSINESS:

Real Estate Associates Limited V ("REAL V" or the "Partnership") is a limited
partnership which was formed under the laws of the State of California on May
7, 1982.  On July 7, 1982, Real Estate Associates Limited V offered 1,950 units
consisting of 3,900 Limited Partnership Interests and Warrants to purchase
3,900 Additional Limited Partnership Interests through a public offering,
managed by Lehman Brothers, Inc.

The general partners of REAL V are National Partnership Investments Corp.
("NAPICO"), a California Corporation (the "Corporate General Partner"), and
National Partnership Investments Associates II, a limited partnership formed
under the California Limited Partnership Act and consisting of Mr. Charles H.
Boxenbaum and an unrelated individual, as limited partners and NAPICO as
general partner ("NAPIA II").  The business of REAL V is conducted primarily by
its general partners as REAL V has no employees of its own.

NAPICO is a wholly owned subsidiary of Casden Investment Corporation ("CIC"),
which is wholly owned by Alan I. Casden. The current members of NAPICO's Board
of Directors are Charles H.  Boxenbaum, Bruce E. Nelson, Alan I. Casden, Henry
C. Casden and Brian D. Goldberg.

REAL V holds limited partnership interests in nineteen local limited
partnerships as of December 31, 1996.  Primarily all of these limited
partnerships own a low income housing project which is subsidized and/or has a
mortgage note payable to or insured by agencies of the federal or local
government.

In order to stimulate private investment in low income housing, the federal
government and certain state and local agencies have provided significant
ownership incentives, including among others, interest subsidies, rent
supplements, and mortgage insurance, with the intent of reducing certain market
risks and providing investors with certain tax benefits, plus limited cash
distributions and the possibility of long-term capital gains.  There remain,
however, significant risks.  The long-term nature of investments in government
assisted housing limits the ability of REAL V to vary its portfolio in response
to changing economic, financial and investment conditions;  such investments
are also subject to changes in local economic circumstances and housing
patterns, as well as rising operating costs, vacancies, rent collection
difficulties, energy shortages and other factors which have an impact on real
estate values.  These projects also require greater management expertise and
may have higher operating expenses than conventional housing projects.

The partnerships in which REAL V has invested were, at least initially,
organized by private developers who acquired the sites, or options thereon, and
applied for applicable mortgage insurance and subsidies.  REAL V became the
principal limited partner in these local limited partnerships pursuant to
arm's-length negotiations with these developers, or others, who act as general
partners.  As a limited partner, REAL V's liability for obligations of the
local limited partnership is limited to its investment.  The local general
partner of the local limited partnership retains responsibility for developing,
constructing, maintaining, operating and managing the project.  Under certain
circumstances, REAL V has the right to replace the general partner of the local
limited partnership.

Although each of the partnerships in which REAL V has invested generally owns a
project which must compete in the market place for tenants, interest subsidies
and rent supplements from governmental agencies make it possible to offer these
dwelling units to eligible "low income" tenants at a cost significantly below
the market rate for comparable conventionally financed dwelling units in the
area.





<PAGE>   3
During 1996, all of the projects in which REAL V had invested were
substantially rented.  The following is a schedule of the status as of December
31, 1996, of the projects owned by local limited partnerships in which REAL V
is a limited partner.

            SCHEDULE OF PROJECTS OWNED BY LOCAL LIMITED PARTNERSHIPS
                       IN WHICH REAL V HAS AN INVESTMENT
                               DECEMBER 31, 1996

<TABLE>
<CAPTION>
                                                          Units Authorized
                                                             For Rental
                                                             Assistance
                                         No. of                Under               Units         Percentage of
Name & Location                          Units                Section 8          Occupied         Total Units
---------------                          ------             -----------          --------         -----------
<S>                                       <C>                     <C>              <C>                <C>
Bickerdike
  Chicago, IL                             140                     140              134                 96%

Canoga Park Apartments
  Canoga Park, CA                          14                      14               14                100%

Castle Park Apartments
  Normandy, MO                            209                     209              199                 95%

Centennial Townhomes
  Fort Wayne, IN                           88                      88               86                 98%

Creekside Gardens
  Loveland, CO                             50                      50               47                 94%

Del Haven Manor
  Jackson, MS                             104                     104              104                100%

Fox Run Apartments
  Orange, TX                               70                      70               66                 94%

Grandview Place Apartments
  Missoula, MT                             48                      48               48                100%

Hamlin Estates
  Los Angeles, CA                          30                      30               30                100%

Heritage Square
  Texas City, TX                           50                      50               49                 98%

North River Club Apartments
  Oceanside, CA                            56                      56               55                 98%

Palm Springs Senior
Citizens Housing                          116                     116              110                 95%
  Palm Springs, CA
</TABLE>
<PAGE>   4

            SCHEDULE OF PROJECTS OWNED BY LOCAL LIMITED PARTNERSHIPS
                       IN WHICH REAL V HAS AN INVESTMENT
                               DECEMBER 31, 1996
                                  (CONTINUED)





<TABLE>
<CAPTION>
                                                         Units Authorized
                                                            For Rental
                                                            Assistance
                                         No. of                Under               Units         Percentage of
Name & Location                          Units                Section 8          Occupied         Total Units
---------------                          ------             -----------          --------         -----------
<S>                                    <C>                   <C>                <C>                  <C>
Panorama City I
  Los Angeles, CA                         14                   14                  14                100%

Panorama City II
  Los Angeles, CA                         13                   13                  13                100%

Pine Lake Terrace Apartments
  Garden Grove, CA                       111                 None                  99                 89%

Plummer Village
  Los Angeles, CA                         75                   74                  74                  99%

Ranger Apartments
  Ranger, TX                              50                   50                  48                  96%

Richland Three Rivers
Retirement Apartments
  Richland, WA                            40                   40                  39                  98%

Robert Farrell Manor
  Los Angeles, CA                         35                   35                  35                 100%
                                      ------                -----              ------                     

TOTALS                                 1,313                 1201               1,264                  98%
                                      ======                =====              ======                     
</TABLE>





<PAGE>   5
ITEM 2.      PROPERTIES:

Through its investment in local limited partnerships, REAL V holds interests in
real estate properties.  See Item 1 and Schedule XI for information pertaining
to these properties.


ITEM 3.      LEGAL PROCEEDINGS:

As of December 31, 1996, REAL V's Corporate General Partner was a plaintiff or
defendant in several lawsuits.  None of these suits were related to REAL V.

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

Not applicable.


PART II.

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

The Limited Partnership Interests are not traded on a public exchange but were
sold through a public offering managed by Lehman Brothers Inc.  It is not
anticipated that any public market will develop for the purchase and sale of
any partnership interest.  Limited Partnership interests may be transferred
only if certain requirements are satisfied.  At December 31, 1996, there were
1,497 registered holders of units in REAL V.  No distributions have been made
from the inception of the Partnership to December 31, 1996.  The Partnership
has invested in certain government assisted projects under programs which in
many instances restrict the cash return available to project owners.  The
Partnership was not designed to provide cash distributions to investors in
circumstances other than refinancing or disposition.





<PAGE>   6


ITEM 6.  SELECTED FINANCIAL DATA:



<TABLE>
<CAPTION>
                                                       Year Ended December 31,
                          ----------------------------------------------------------------------------
                               1996            1995           1994            1993             1992
                          -------------    -----------    ------------    ------------       ---------
<S>                       <C>              <C>            <C>             <C>             <C>
Loss From Operations      $    (287,542)   $  (287,216)   $   (305,798)   $   (336,239)       (289,477)

Distributions From
   Limited Partnerships
   Recognized as Income         215,140        221,276         218,651         245,331         220,731

Equity in Income of
   Limited Partnerships
   and amortization of
   acquisition costs            371,644        455,651         393,230         262,614         252,969
                          -------------    -----------    ------------    ------------       ---------
Net Income                $     299,242    $   389,711    $    306,083    $    171,706    $    184,223
                          =============    ===========    ============    ============       =========

Net Income per Limited
   Partnership Interest   $          38    $        50    $         39    $         22              23
                          =============    ===========    ============    ============       =========

Total assets              $   3,259,178    $ 2,979,971    $  2,592,397    $  2,255,550    $  2,091,002
                          =============    ===========    ============    ============       =========

Investments in Limited
   Partnerships           $   1,305,672    $ 1,103,818    $    884,383    $    659,376    $    653,364
                          =============    ===========    ============    ============       =========
</TABLE>





<PAGE>   7
ITEM 7.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL AND RESULTS OF
             OPERATIONS:

LIQUIDITY

The Partnership's primary sources of funds include interest income on money
market funds and certificates of deposit and distributions from local
partnership in which the Partnership has invested.

CAPITAL RESOURCES

REAL V received $9,750,000 in subscriptions for units of limited partnership
interests (at $5,000 per unit) during the period July 7, 1982, to October 4,
1982, pursuant to a registration statement on Form S-11.  As of March 31, 1983,
REAL V received an additional $9,765,000 in subscriptions pursuant to the
exercise of warrants and the sale of additional limited partnership interests.

RESULTS OF OPERATIONS

The Partnership was formed to provide various benefits to its partners as
discussed in Item 1.  It is anticipated that the local limited partnerships in
which REAL V has invested could produce tax losses for as long as 20 years.
Tax benefits will decline over time as the advantages of accelerated
depreciation are greatest in the earlier years, as deductions for interest
expense will decrease as mortgage principal is amortized and as the Tax Reform
Act of 1986 limits the deductions available.

At December 31, 1996, the Partnership has investments in 19 limited
partnerships, all of which own housing projects that were substantially all
rented. The Partnership, as a limited partner, is entitled to 75% to 99% of the
profits and losses of the local limited partnerships. The Partnership accounts
for its investments in the local limited partnerships on the equity method,
thereby adjusting its investment balance by its proportionate share of the
income or loss of the local limited partnerships. Equity in losses of limited
partnerships is recognized in the financial statements until the limited
partnership investment account is reduced to a zero balance. Losses incurred
after the limited partnership investment account is reduced to zero are not
recognized. Limited partners are not liable for losses beyond their contributed
capital. At December 31, 1996, 1995 and 1994, the Partnership has a positive
investment balance in only three local limited partnerships.

Distributions received from limited partnerships are recognized as return of
capital until the investment balance has been reduced to zero or to a negative
amount equal to future capital contributions required.  Subsequent
distributions received are recognized as income.

The total losses from the 19 local limited partnerships that were allocated to
the Partnership were $59,000, $41,000 and $107,000 for the years ended December
31, 1996, 1995 and 1994, respectively. However, because losses incurred after
the investment account is reduced to a zero balance are not recognized, the
Partnership recognized equity in income of limited partnerships, substantially
all from the three partnerships with a positive investment balance, of
$371,644, $455,651 and $393,230 for the years ended December 31, 1996, 1995 and
1994. During the year ended December 31, 1996, the Partnership contributed
$19,568 to a local limited partnership, thereby allowing the Partnership to
recognize a loss from that partnership in that amount, which reduced the income
recognized from the partnerships with positive investment balances. The
cumulative amount of the unrecognized equity in losses of certain limited
partnerships was approximately $6,389,000 and $5,949,000 as of December 31,
1996 and 1995, respectively.

Distributions from the local limited partnerships in which the Partnership did
not have a positive investment balance were $215,140, $221,276 and $218,651 for
the years ended December 31, 1996, 1995 and 1994, respectively. These amounts
were recognized as income on the accompanying statements of operations, in
accordance with the equity method of accounting.

As of December 31, 1996, 1995 and 1994, the Partnership has cash and cash
equivalents of $1,953,506, $1,876,153 and $1,708,014, respectively. These
amounts are on deposit primarily with one high credit quality financial
institution. Approximately $1,905,000, $1,875,000 and $1,707,000 of the balance
at December 31, 1996, 1995 and 1994, respectively, was invested in cash
equivalents earning interest. This resulted in the Partnership earning $65,261,
<PAGE>   8
$60,997 and $44,640 in interest income for the years ended December 31, 1996,
1995 and 1994, respectively. The amount of interest income varies with market
rates available on deposits and with the amount of funds available for
investment. Cash equivalents can be converted to cash to meet obligations of the
Partnership as they arise. The Partnership intends to continue investing
available funds in this manner.

A recurring partnership expense is the annual management fee. The fee is
payable to the Corporate General Partner of the Partnership and is calculated
at 4 percent of the Partnership's invested assets. The management fee is paid
to the Corporate General Partner for its continuing management of partnership
affairs. The fee is payable beginning with the month following the
Partnership's initial investment in a local limited partnership. Since the
invested assets have not changed during each of the three years in the period
ended December 31, 1996, management fees have remained constant at $254,448 for
each of these years.

Operating expenses, other than management fees, consist of legal and accounting
fees for services rendered to the Partnership and administrative expenses,
which were generally consistent for the three years presented. Legal and
accounting fees were $50,013, $40,173 and $50,860 for the years ended December
31, 1996, 1995 and 1994, respectively. Administrative expenses were $48,342,
$53,592 and $45,130 for the years ended December 31, 1996, 1995 and 1994,
respectively. Included in administrative expenses are reimbursements to NAPICO
for certain expenses, which totalled $19,287, $17,820 and $17,171 for the years
ended December 31, 1996, 1995 and 1994, respectively.

The results of operations of the local limited partnerships were fairly constant
during the years ended December 31, 1996, 1995 and 1994. Contributing to the
relative stability of operations at the local partnerships is the fact that a
large portion of the local partnerships are operating apartment projects which
are subsidized and have mortgage notes payable to or insured by agencies of the
federal or local government. Currently, eighteen of the nineteen local
partnerships are receiving rental subsidies.

Total revenue for the 19 local partnerships has remained fairly constant, and
was $12,644,000, $12,614,000 and $12,798,000 for the years ended December 31,
1996, 1995 and 1994, respectively.

Total expenses for the 19 local partnerships remained fairly consistent, and
were $12,702,000, $12,703,000 and $12,953,000 for the years ended December 31,
1996, 1995 and 1994, respectively. Expenses decreased by $250,000 from 1994 and
1995 primarily as a result of a decrease in depreciation expense of $236,000
from 1994 and 1995, due to certain items becoming fully depreciated.

The total net loss for the 19 local partnerships for 1996, 1995 and 1994
aggregated $59,000, $89,000 and $155,000, respectively. The losses allocated to
the partnership were $59,000, $41,000 and $107,000 for 1996, 1995 and 1994,
respectively.

The Partnership, as a limited partner in the local limited partnerships in
which it has invested, is subject to the risks incident to the construction,
management, and ownership of improved real estate.  The Partnership investments
are also subject to adverse general economic conditions, and accordingly, the
status of the national economy, including substantial unemployment and
concurrent inflation, could increase vacancy levels, rental payment defaults,
and operating expenses, which in turn, could substantially increase the risk of
operating losses for the projects.

ITEM 8.      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:

The Financial Statements and Supplementary Data are listed under Item 14.


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

Not applicable.






<PAGE>   9





                        REAL ESTATE ASSOCIATES LIMITED V
                       (A California limited partnership)

                             FINANCIAL STATEMENTS,
                         FINANCIAL STATEMENT SCHEDULES
                   AND INDEPENDENT PUBLIC ACCOUNTANTS' REPORT
                               DECEMBER 31, 1996
<PAGE>   10
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of
Real Estate Associates Limited V
(A California limited partnership)

We have audited the accompanying balance sheets of Real Estate Associates
Limited V (a California limited partnership) as of December 31, 1996 and 1995,
and the related statements of operations, partners' equity (deficiency) and
cash flows for each of the three years in the period ended December 31, 1996.
Our audits also included the financial statement schedules listed in the index
on item 14.  These financial statements and financial statement schedules are
the responsibility of the management of the Partnership.  Our responsibility is
to express an opinion on these financial statements and financial statement
schedules based on our audits.  We did not audit the financial statements of
certain limited partnerships, the investments in which are reflected in the
accompanying financial statements using the equity method of accounting.  The
investments in these limited partnerships represent 31 percent and 26 percent
of total assets as of December 31, 1996 and 1995, respectively, and the equity
in income of these limited partnerships represents 40 percent, 42 percent and
39 percent of the total net income of the Partnership for the years ended
December 31, 1996, 1995 and 1994, respectively, and represent a substantial
portion of the investee information in Note 2 and the financial statement
schedules.  The financial statements of these limited partnerships are audited
by other auditors.  Their reports have been furnished to us and our opinion,
insofar as it relates to the amounts included for these limited partnerships,
is based solely on the reports of the other auditors.

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 our audits and the reports of other
auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of other auditors, the
financial statements referred to above present fairly, in all material
respects, the financial position of Real Estate Associates Limited V as of
December 31, 1996 and 1995, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1996 in
conformity with generally accepted accounting principles.  Also, in our
opinion, based on our audits and the reports of other auditors, 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.



DELOITTE & TOUCHE LLP

Los Angeles, California
March 26, 1997
<PAGE>   11
[LOGO]
[PHILIP ROOTBERG & COMPANY, LLP LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners
West Town Housing Partners

We have audited the accompanying balance sheet of West Town Housing Partners (a
limited partnership) - F.H.A. Project No. 071-35490/IL06-0054-042 as of
December 31,1996 and 1995, and the related statements of profit and loss,
partners' capital and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller General
of the United States. 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 West Town Housing Partners -
F.H.A. Project No. 071-35490/IL06-0054 042 as of December 31, 1996 and 1995,
and the results of its operations, changes in partners' capital and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, we have also issued a report
dated February 3, 1997, on our consideration of the Partnership's internal
control structure and a report dated February 3, 1997, on its compliance with
laws and regulations.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
listed on the preceding contents page are presented for purposes of additional
analysis to comply with HUD reporting requirements and are not a required part
of the basic financial statements.  Such information has been subjected to the
auditing procedures applied in the audits of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.


/s/ PHILIP ROOTBERG & COMPANY, LLP

Chicago, Illinois
February 3, 1997





<PAGE>   12
                                     [LOGO]
                [ALTSCHULER, MELVOIN AND GLASSER LLP LETTERHEAD]

            INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENTS AND
                     ADDITIONAL FINANCIAL DATA REQUIRED BY
              THE U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT

To the Partners of Young Israel-Canoga
Park Limited Partnership

We have audited the accompanying balance sheets of YOUNG ISRAEL-CANOGA PARK
LIMITED PARTNERSHIP, FHA Project No. 122-35501-PM-L8 (the "Partnership") as of
December 31, 1996 and 1995, and the related statements of income, changes in
partners' deficiency and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller General
of the United States. 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 Young Israel-Canoga Park
Limited Partnership as of December 31, 1996 and 1995, and the results of its
operations, changes in its partners' deficiency and its cash flows for the
years then ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a report
dated February 17, 1997 on our consideration of the Partnership's internal
control structure and a report dated February 17, 1997 on its compliance with
laws and regulations.





<PAGE>   13
Our audits were conducted for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying additional 1996
financial data shown on pages 13 through 19 are presented for the purpose of
additional analysis and are not a required part of the financial statements.
Such information has been subjected to the auditing procedures applied in the
audit of the 1996 financial statements and, in our opinion, is fairly stated in
all material respects in relation to the financial statements taken as a whole.

/s/  ALTSCHLER, MELVOIN AND GLASSER LLP

Los Angeles, California
February 17, 1997





<PAGE>   14
[LOGO]
[STONE CARLIE & COMPANY, L.C. LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

The Partners
Castle Park Associates Limited Partnership
St. Louis, Missouri

We have audited the accompanying balance sheet of Castle Park Associates
Limited Partnership, Project No. 085-35328-PM-L8, as of December 31, 1996, and
the related statements of profit and loss (on HUD Form No. 92410), partners'
capital deficiency and cash flows for the year then ended. These financial
statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Castle Park Associates Limited
Partnership as of December 31, 1996, and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued a report
dated January 22, 1997 on our consideration of the partnership's internal
control structure and a report dated January 22, 1997 on its compliance with
laws and regulations.

Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information included
on pages 14 through 20 is presented for purposes of additional analysis and is
not a required part of the basic financial statements. This information has
been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.


/s/ STONE CARLIE & COMPANY, L.C.

St. Louis, Missouri
January 22, 1997





<PAGE>   15
[LOGO]
[EDWARD A. GEMMA LETTERHEAD]

Independent Auditor's Report

To The Partners
Centennial Fort Wayne Associates
(a Limited Partnership)
Providence, Rhode Island

I have audited the accompanying balance sheets of Centennial Fort Wayne
Associates (a Limited Partnership), HUD Project No. 073-35456-PM-L8 as of
December 31, 1996 and 1995, and the related statements of loss, cash flows and
partners' equity for the years ended December 31, 1996 and 1995. These
financial statements are the responsibility of the Project's management. My
responsibility is to express an opinion on these financial statements based on
my audit.

I conducted my audit in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that I 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.  I believe that my audit provides a reasonable basis
for my opinion.

In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of HUD Project No.
073-35456-PM-L8 as of December 31, 1996 and 1995, and the results of its
operations and cash flows and partners' equity for the years then ended, in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, I have also issued a report dated January 22, 1997, on my
consideration of the Partnership's internal control structure and reports dated
January 22, 1997, on its compliance with specific requirements applicable to
major HUD programs, specific requirements applicable to Affirmative Fair
Housing, and compliance with laws and regulations.

My audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting information included in
the report (shown on pages 11 to 21) are presented for the purposes of
additional analysis and are not a required part of the basic financial
statements of HUD Project No. 073-35456-PM-L8. Such information has been
subjected to the auditing procedures applied on the audit of the basic
financial statements and, in my opinion, is fairly stated in all material
respects in relation to the financial statements taken as a whole.

/s/ EDWARD A. GEMMA

East Providence, Rhode Island
January 22, 1997





<PAGE>   16
[LOGO]
[LEHMAN BUTTERWICK & COMPANY PC LETTERHEAD]

INDEPENDENT AUDITOR'S REPORT

To the Partners
Creekside Gardens Investment Company
Loveland, Colorado

We have audited the accompanying balance sheet of Creekside Gardens Investment
Company, HUD Project No. 101-35343-PM-L8, as of December 31, 1996, and the
related statement of profit and loss, changes in project equity (deficit) and
cash flows for the year then ended. These financial statements are the
responsibility of the Project's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards, Government Auditing Standards, issued by the Comptroller General of
the United States, and the Consolidated Audit Guide for Audits of HUD Programs
(the Guide), issued by the U.S. Department of Housing and Urban Development,
Office of the Inspector General, in July 1993. Those standards and the Guide
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Creekside Gardens Investment
Company, HUD Project No. 101-35343-PM-L8, as of December 31,1996, and the
results of its operations and changes in project equity (deficit) and cash
flows for the year then ended in conformity with generally accepted accounting
principles.

Our audit was made for the purpose of forming an opinion on the financial
statements taken as a whole.  The supporting data included in the report (shown
on pages 11 through 15) are presented for the purpose of additional analysis
and are not a required part of the financial statements of HUD Project No.
101-35343-PM-L8. Such information has been subjected to the auditing procedures
applied in the audit of the financial statements and, in our opinion, is fairly
stated in all material respects in relation to the financial statements taken
as a whole.


/s/ LEHMAN, BUTTERWICK & COMPANY, P.C.

Denver, Colorado
January 23, 1997





<PAGE>   17
[LOGO]
[EUBANK & BETTS]

INDEPENDENT AUDITORS' REPORT

The Partners Delhaven Manor, Ltd.
Jackson, Mississippi

We have audited the accompanying balance sheet of Delhaven Manor, Ltd., a
Mississippi limited partnership, (HUD Project No. 065-35350-PM-L8) as of
December 31, 1996, and the related statements of profit and loss (Form 92410),
partners' capital, and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Delhaven Manor, Ltd. as of
December 31, 1996, and the results of its operations and the changes in
partners' capital and cash flows for the year then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U. S. Department of Housing and
Urban Development, we have also issued a report dated January 29, 1997, on our
consideration of Delhaven Manor, Ltd.'s internal control structure and reports
dated January 29, 1997, on its compliance with specific requirements applicable
to major HUD programs and specific requirements applicable to Affirmative Fair
Housing.





<PAGE>   18
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental
information included in Schedules 1, 2, 3 and 4 is presented for the purposes
of additional analysis and is not a required part of the basic financial
statements. Such information has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.

/s/ EUBANK & BETTS, PLLC

Jackson, Mississippi
January 29, 1997





<PAGE>   19
[LOGO]
[SCOTT & COMPANY LETTERHEAD]

Independent Auditor's Report

To the Partners of
Fox Run Apartments, Ltd.
Orange, Texas

We have audited the accompanying balance sheet of Fox Run Apartments, Ltd., FHA
Project No. 114-35351-PM-L8 (a limited partnership), as of December 31, 1996,
and the related statements of profit and loss, changes in partners' equity and
cash flows for the year then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards, Government Auditing Standards issued by the Comptroller General of
the United States and the July, 1993, Consolidated Audit Guide for Audits of
HUD Programs. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the above mentioned financial statements present fairly, in all
material respects, the financial position of Fox Run Apartments, Ltd. as of
December 31, 1996, and the results of its operations and the changes in
partners' equity and cash flows for the year then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs, we have also issued a report dated January
29, 1997 on our consideration of the Partnership's internal control structure
and two reports dated January 29, 1997 on its compliance with specific
requirements applicable to major HUD programs and Affirmative Fair Housing.





<PAGE>   20
Fox Run Apartments, Ltd.
Independent Auditor's Report
Page 2

Our audit was conducted for the purpose of forming an opinion on the financial
statements taken as a whole. The supporting data (shown on pages 13 through 18)
are presented for the purposes of additional analysis and are not a required
part of the basic financial statements of Fox Run Apartments, Ltd.  Such
information has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, is fairly presented in
all material respects in relation to the financial statements taken as a whole.

/s/ SCOTT & COMPANY

Pasadena, Texas
January 29, 1997

Independent Auditor's Employer
Identification Number 76-0120424
William F. Scott - Proprietor





<PAGE>   21
[LOGO]
[JUNKERMIER, CLARK, CAMPANELLA, STEVENS, PC LETTERHEAD]

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Partners
Grandview Place
(A Limited Partnership)
Missoula, Montana

We have audited the balance sheets of Grandview Place (A Limited Partnership),
HUD Project 093-35098 PM-L8, as of December 31, 1996 and 1995, and the related
statements of operations, partners' deficit, and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with Generally Accepted Auditing
Standards, Government Auditing Standards issued by the Comptroller General of
the United States, and the Consolidated Audit Guide for Audits of HUD Programs,
issued by the U.S. Department of Housing and Urban Development, Office of
Inspector General, in July 1993. Those standards require that we plan and
perform the audits 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 statements 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 Grandview Place (A Limited
Partnership), as of December 31, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in conformity with
Generally Accepted Accounting Principles.

In accordance with Government Auditing Standards, we have also issued reports
dated January 24, 1997, on our consideration of Grandview Place's internal
control structure and on its compliance with laws and regulations applicable to
the basic financial statements. Furthermore, in accordance with the Consolidate
Audit Guide, we have also issued reports dated January 24, 1997, on the major
HUD programs.

/s/ JUNKERMIER, CLARK, CAMPANELLA, STEVENS, P.C.
Certified Public Accountants

Kalispell, Montana
January 24, 1997





<PAGE>   22
                                     [LOGO]
                [ALTSCHULER, MELVOIN AND GLASSER LLP LETTERHEAD]

            INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENTS AND
                     ADDITIONAL FINANCIAL DATA REQUIRED BY
              THE U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT

To the Partners of
Hamlin Estates

We have audited the accompanying balance sheets of HAMLIN ESTATES (a California
limited partnership), FHA Project No. 122-35551-PM-L8 (the "Partnership") as of
December 31, 1996 and 1995, and the related statements of operations, changes
in partners' deficiency and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller General
of the United States. 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 Hamlin Estates as of December
31, 1996 and 1995, and the results of its operations, changes in its partners'
deficiency, and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a report
dated February 17, 1997 on our consideration of the Partnership's internal
control structure and a report dated February 17, 1997 on its compliance with
laws and regulations.





<PAGE>   23
Our audits were conducted for the purpose of forming an opinion on the
financial statements taken as a whole.  The accompanying additional 1996
financial data shown on pages 13 through 19 are presented for purposes of
additional analysis and are not a required part of the financial statements.
Such information has been subjected to the auditing procedures applied in the
audit of the 1996 financial statements and, in our opinion, is fairly stated in
all material respects in relation to the financial statements taken as a whole.

/s/  ALTSCHULER, MELVOIN AND GLASSER LLP

Los Angeles, California
February 17, 1997





<PAGE>   24
[LOGO]
[SCOTT & COMPANY LETTERHEAD]

To the Partners of
Heritage Square, Ltd.
Texas City, Texas

Independent Auditor's Report

We have audited the accompanying balance sheet of Heritage Square, Ltd., FHA
Project No.114-35266-PM-L8 (a limited partnership), as of December 31, 1996,
and the related statements of profit and loss, changes in partners' equity and
cash flows for the year then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards, Government Auditing Standards issued by the Comptroller General of
the United States and the July, 1993, Consolidated Audit Guide for Audits of
HUD Programs. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the above mentioned financial statements present fairly, in all
material respects, the financial position of Heritage Square, Ltd. as of
December 31, 1996, and the results of its operations and the changes in
partners' equity and cash flows for the year then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs, we have also issued a report dated February
4, 1997 on our consideration of the Partnership's internal control structure
and two reports dated February 4, 1997 on its compliance with specific
requirements applicable to major HUD programs and Affirmative Fair Housing.





<PAGE>   25
Heritage Square, Ltd.
Independent Auditor's Report
Page 2


Our audit was conducted for the purpose of forming an opinion on the financial
statements taken as a whole. The supporting data (shown on pages 13 through 18)
are presented for the purposes of additional analysis and are not a required
part of the basic financial statements of Heritage Square, Ltd. Such
information has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, is fairly presented in
all material respects in relation to the financial statements taken as a whole.

/s/  SCOTT & COMPANY

Pasadena, Texas
February 4, 1997

Independent Auditor's Employer
Identification Number 76-0120424
William F. Scott - Proprietor





<PAGE>   26
[LOGO]
[NANAS, STERN, BIERS, NEINSTEIN AND CO. LLP LETTERHEAD]

INDEPENDENT AUDITORS' REPORT

The Partners
Palm Springs Senior Citizens Complex
Culver City, California

We have audited the accompanying balance sheets of Palm Springs Senior Citizens
Complex (a California partnership), CHFA Project No. 79-10-S, as of December
31, 1996 and 1995 and the related statements of operations, partners' equity
and cash flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller General
of the United States. 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 Palm Springs Senior Citizens
Complex as of December 31, 1996 and 1995, and the results of its operations and
its cash flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards we have also issued a report
dated January 22, 1997 on our consideration of Palm Springs Senior Citizens
Complex's Internal Control Structure and on its compliance with laws and
regulations applicable to the California , assistance programs.

/s/ NANAS, STERN, BIERS, NEINSTEIN AND CO. LLP

Beverly Hills, California
January 22, 1997





<PAGE>   27
                                     [LOGO]
                [ALTSCHULER, MELVOIN AND GLASSER LLP LETTERHEAD]

            INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENTS AND
                     ADDITIONAL FINANCIAL DATA REQUIRED BY
              THE U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT

To the Partners of
Panorama City I

We have audited the accompanying balance sheets of PANORAMA CITY I (a
California limited partnership), FHA Project No. 122-35503-PM-L8 (the
"Partnership"), as of December 31, 1996 and 1995, and the related statements of
operations, changes in partners' deficiency and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller General
of the United States. 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 Panorama City I as of December
31, 1996 and 1995, and the results of its operations, changes in its partners'
deficiency, and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a report
dated February 17, 1997 on our consideration of the Partnership's internal
control structure and a report dated February 17, 1997 on its compliance with
laws and regulations.
Our audits were conducted for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying additional 1996
financial data shown on pages 13 through 19 are presented for purposes of
additional analysis and are not a required part of the financial statements.
Such information has been subjected to the auditing procedures applied in the
audit of the 1996 financial statements and, in our opinion, is fairly stated in
all material respects in relation to the financial statements taken as a whole.

/s/ ALTSCHULER, MELVOIN AND GLASSER LLP

Los Angeles, California
February 17, 1997





<PAGE>   28
                                     [LOGO]
                [ALTSCHULER, MELVOIN AND GLASSER LLP LETTERHEAD]

            INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENTS AND
                     ADDITIONAL FINANCIAL DATA REQUIRED BY
              THE U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT

To the Partners of
Panorama City II

We have audited the accompanying balance sheets of PANORAMA CITY II (a
California limited partnership), FHA Project No. 122-35504-PM-L8 (the
"Partnership"), as of December 31, 1996 and 1995, and the related statements of
operations, changes in partners' deficiency and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller General
of the United States. 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 signif icant
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 Panorama City II as of
December 31, 1996 and 1995, and the results of its operations, changes in its
partners' deficiency, and its cash flows for the years then ended, in
conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a report
dated February 17, 1997 on our consideration of the Partnership's internal
control structure and a report dated February 17, 1997 on its compliance with
laws and regulations.
Our audits were conducted for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying additional 1996
financial data shown on pages 13 through 19 are presented for purposes of
additional analysis and are not a required part of the financial statements.
Such information has been subjected to the auditing procedures applied in the
audit of the 1996 financial statements and, in our opinion, is fairly stated in
all material respects in relation to the financial statements taken as a whole.

    /s/ ALTSCHULER, MELVOIN AND GLASSER LLP

Los Angeles, California
February 17, 1997





<PAGE>   29
                                     [LOGO]
                [ALTSCHULER, MELVOIN AND GLASSER LLP LETTERHEAD]

                          INDEPENDENT AUDITORS' REPORT

To the Partners of
Pine Lake Terrace Associates

We have audited the accompanying balance sheets of PINE LAKE TERRACE ASSOCIATES
(a limited partnership) as of December 31, 1996 and 1995, and the related
statements of operations, changes in partners' deficiency and cash flows for
the years then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements 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 Pine Lake Terrace Associates
at December 31, 1996 and 1995, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.

/s/ Altshuler, Melvoin and Glasser LLP

Los Angeles, California
January 29, 1997





<PAGE>   30
[LOGO]
[SCOTT & COMPANY LETTERHEAD]

Independent Auditor's Report

To the Partners of
Ranger Apartments, Ltd.
Ranger, Texas

HUD Field Office Director
Fort Worth, Texas

We have audited the accompanying balance sheet of Ranger Apartments, Ltd., FHA
Project No. 113-35067-PM-SR-L8 (a limited partnership), as of December 31,
1996, and the related statements of profit and loss, changes in partners'
equity and cash flows for the year then ended. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards, Government Auditing Standards issued by the Comptroller General of
the United States and the July, 1993, Consolidated Audit Guide for Audits of
HUD Programs. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the above mentioned financial statements present fairly, in all
material respects, the financial position of Ranger Apartments, Ltd. as of
December 31, 1996, and the results of its operations and the changes in
partners' equity and cash flows for the year then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs, we have also issued a report dated January
27, 1997 on our consideration of the Partnership's internal control structure
and two reports dated January 27, 1997 on its compliance with specific
requirements applicable to major HUD programs and Affirmative Fair Housing.





<PAGE>   31
Ranger Apartments, Ltd.
Independent Auditor's Report
Page 2

Our audit was conducted for the purpose of forming an opinion on the financial
statements taken as a whole. The supporting data (shown on pages 12 through 17)
are presented for the purposes of additional analysis and are not a required
part of the basic financial statements of Ranger Apartments, Ltd.  Such
information has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, is fairly presented in
all material respects in relation to the financial statements taken as a whole.

/s/ SCOTT & COMPANY

Pasadena, Texas
January 27, 1997

Independent Auditor's Employer
Identification Number 76-0120424
William F. Scott - Proprietor





<PAGE>   32
[LOGO]
[BADER MARTIN ROSS & SMITH, P.S. LETTERHEAD]

Partners
Richland Senior Associates,
a limited partnership
Richland, Washington

                          Independent Auditors' Report

We have audited the accompanying balance sheets of Richland Senior Associates,
a limited partnership, Project No. 171-35196, as of December 31, 1996 and 1995,
and the related statements of operations, partners' equity (deficit) and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller General
of the United States. 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 Richland Senior Associates, a
limited partnership, as of December 31, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued reports
dated January 16, 1997, on our consideration of the partnership's internal
control structure and on its compliance with laws and regulations.

Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting data required by HUD
(shown on pages 13 to 21) is presented for purposes of additional analysis and
is not a required part of the basic financial statements of the Partnership.
Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, is fairly stated
in all material respects in relation to the financial statements taken as a
whole.

/s/ BADER MARTIN ROSS & SMITH, P.S.

Seattle, Washington
January 16, 1997





<PAGE>   33
[LOGO]
[LITZ & COMPANY LETTERHEAD]

Florence Gardens Development Co.
aka Robert Farrell Manor
6330 San Vicente Boulevard, Suite 270
Los Angeles, California 90048

                          INDEPENDENT AUDITORS' REPORT
Gentlemen:

     We have audited the accompanying balance sheet of Robert Farrell Manor(HUD
Project No. 122-35545-PM-L8) as of December 31, 1996, and the related
statements of profit and loss, changes in equity and cash flows for the year
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

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

    In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of HUD Project
No.122-35545-PM-L8 as of December 31, 1996, and the results of its operations,
changes in equity and cash flows for the year then ended in conformity with
generally accepted accounting principles, applied on a basis consistent with
prior periods and with HUD requirements.

    In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U. S. Department of Housing and
Urban Development, we have also issued a report dated January 23, 1997 on our
consideration of Robert Farrell Manor's internal control structure, and reports
dated January 23, 1997 on its compliance with specific requirements applicable
to major HUD programs and specific requirements applicable to Affirmative Fair
Housing.

    Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting information, as shown in
the attached Index, included in the report is presented for the purposes of
additional analysis and is not a required part of the basic financial
statements of HUD Project No. 122-35545-PM-L8. Such information has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the financial statements taken as a whole.

/s/  LITZ & COMPANY
January 23, 1997
Erica M. Kish, CPA
Litz & Company
8906 W. Olympic Boulevard
Beverly Hills, CA 90211
(213) 272-1505
95-3537761





<PAGE>   34

                        REAL ESTATE ASSOCIATES LIMITED V
                       (a California limited partnership)

                                 BALANCE SHEETS

                             DECEMBER 31, 1996 AND 1995

                                     ASSETS


<TABLE>
<CAPTION>
                                                        1996              1995
                                                    -----------       -----------
<S>                                                 <C>               <C>
INVESTMENTS IN LIMITED PARTNERSHIPS (Note 2)        $ 1,305,672       $ 1,103,818

CASH AND CASH EQUIVALENTS (Note 1)                    1,953,506         1,876,153
                                                    -----------       -----------
          TOTAL ASSETS                              $ 3,259,178       $ 2,979,971
                                                    ===========       ===========

                               LIABILITIES AND PARTNERS' EQUITY

LIABILITIES:
     Accounts payable                               $     9,978       $    30,013
                                                    -----------       -----------

COMMITMENTS AND CONTINGENCIES (Notes 3 and 4)


PARTNERS' EQUITY (DEFICIENCY):
     General partners                                  (124,854)         (127,847)
     Limited partners                                 3,374,054         3,077,805
                                                    -----------       -----------
                                                      3,249,200         2,949,958
                                                    -----------       -----------
           TOTAL LIABILITIES AND PARTNERS'
                EQUITY                              $ 3,259,178       $ 2,979,971
                                                    ===========       ===========
</TABLE>




   The accompanying notes are an integral part of these financial statements.

<PAGE>   35


                        REAL ESTATE ASSOCIATES LIMITED V
                       (a California limited partnership)

                            STATEMENTS OF OPERATIONS
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994


<TABLE>
<CAPTION>
                                                        1996          1995          1994
                                                     ---------     ---------      ---------
   <S>                                                <C>          <C>            <C>
   INTEREST INCOME                                   $  65,261     $  60,997      $  44,640
                                                     ---------     ---------      ---------
   OPERATING EXPENSES:
       Legal and accounting                             50,013        40,173         50,860
       Management fees - general partner (Note 3)      254,448       254,448        254,448
       Administrative  (Note 3)                         48,342        53,592         45,130
                                                     ---------     ---------      ---------
        Total operating expenses                       352,803       348,213        350,438
                                                     ---------     ---------      ---------
   LOSS FROM OPERATIONS                               (287,542)     (287,216)      (305,798)

   DISTRIBUTIONS FROM LIMITED
         PARTNERSHIPS RECOGNIZED AS
         INCOME (Note 2)                               215,140       221,276        218,651

   EQUITY IN INCOME OF LIMITED
         PARTNERSHIP AND AMORTI-
         ZATION OF ACQUISITION
         COSTS (Note 2)                                371,644       455,651        393,230
                                                     ---------     ---------      ---------
   NET INCOME                                        $ 299,242     $ 389,711      $ 306,083
                                                     =========     =========      =========

   NET INCOME PER LIMITED PARTNERSHIP
         INTEREST (Note 1)                           $      38     $      50      $      39
                                                     =========     =========      =========
</TABLE>



   The accompanying notes are an integral part of these financial statements.





<PAGE>   36


                        REAL ESTATE ASSOCIATES LIMITED V
                       (a California limited partnership)

                  STATEMENTS OF PARTNERS' EQUITY (DEFICIENCY)
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994




<TABLE>
<CAPTION>
                                         General          Limited
                                         Partners         Partners           Total
                                        ----------       -----------      ----------
     <S>                               <C>               <C>              <C>
     EQUITY (DEFICIENCY),
        January 1, 1994                 $ (134,805)      $ 2,388,969      $2,254,164

        Net income for 1994                  3,061           303,022         306,083
                                        ----------       -----------      ----------
     EQUITY (DEFICIENCY),
        December 31, 1994                 (131,744)        2,691,991       2,560,247

        Net income for 1995                  3,897           385,814         389,711
                                        ----------       -----------      ----------
     EQUITY (DEFICIENCY),
        December 31, 1995                 (127,847)        3,077,805       2,949,958

        Net income for 1996                  2,993           296,249         299,242
                                        ----------       -----------      ----------
     EQUITY (DEFICIENCY),
        December 31, 1996               $ (124,854)      $ 3,374,054      $3,249,200
                                        ==========       ===========      ==========
</TABLE>





   The accompanying notes are an integral part of these financial statements.





<PAGE>   37


                        REAL ESTATE ASSOCIATES LIMITED V
                       (a California limited partnership)

                            STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994



<TABLE>
<CAPTION>
                                                           1996          1995          1994
                                                        ----------    ----------    ---------- 
<S>                                                     <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                           $  299,242    $  389,711    $  306,083
   Adjustments to reconcile net income to
      net cash used in operating activities:
         Equity in income of limited partnerships
             and amortization of acquisition costs        (371,644)     (455,651)     (393,230)
         Increase (decrease) in accounts payable           (20,035)       (2,137)       30,764
                                                        ----------    ----------    ---------- 
            Net cash used in operating activities          (92,437)      (68,077)      (56,383)
                                                        ----------    ----------    ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital contributions to limited partnerships           (19,568)        -             -
   Distributions from limited partnerships recognized
      as a return of capital                               189,358       236,216       168,223
                                                        ----------    ----------    ---------- 
           Net cash provided by investing activities       169,790       236,216       168,223
                                                        ----------    ----------    ---------- 
NET INCREASE IN CASH AND
     CASH EQUIVALENTS                                       77,353       168,139       111,840

CASH AND CASH EQUIVALENTS,
   BEGINNING OF YEAR                                     1,876,153     1,708,014     1,596,174
                                                        ----------    ----------    ---------- 
CASH AND CASH EQUIVALENTS,
   END OF YEAR                                          $1,953,506    $1,876,153    $1,708,014
                                                        ==========    ==========    ==========
</TABLE>



   The accompanying notes are an integral part of these financial statements.

<PAGE>   38
                        REAL ESTATE ASSOCIATES LIMITED V
                       (a California limited partnership)

                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1996

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       Organization

       Real Estate Associates Limited V (the "Partnership"), formed under the
       California Limited Partnership Act, was organized on May 7, 1982.  The
       Partnership was formed to invest primarily in other limited
       partnerships, which own and operate primarily federal, state or local
       government-assisted housing projects.  The general partners of the
       Partnership are National Partnership Investments Corp. (NAPICO), the
       corporate general partner, and National Partnership Investments
       Associates II (NAPIA II), a limited partnership.   Casden Investment
       Corporation owns 100 percent of NAPICO's stock.  The general partner of
       NAPIA II is NAPICO.

       The Partnership offered and issued 1,950 units of limited partner
       interests through a public offering.  Each unit was comprised of two
       limited partner interests and a warrant granting the investor the right
       to purchase two additional limited partner interests.  An additional
       3,908 interests were issued from the exercise of warrants and the sale
       of interests associated with warrants not exercised.  The general
       partners have a 1 percent interest in profits and losses of the
       Partnership.  The limited partners have the remaining 99 percent
       interest in proportion to their respective investments.

       The Partnership shall be dissolved only upon the expiration of 52
       complete calendar years (December 31, 2034) from the date of the
       formation of the Partnership or the occurrence of other events as
       specified in the Partnership agreement.

       Upon total or partial liquidation of the Partnership or the disposition
       or partial disposition of a project or project interest and distribution
       of the proceeds, the general partners will be entitled to a liquidation
       fee as stipulated in the Partnership agreement.  The limited partners
       will have a priority return equal to their invested capital attributable
       to the project(s) or project interest(s) sold and shall receive from the
       sale of the project(s) or project interest(s) an amount sufficient to
       pay state and federal income taxes, if any, calculated at the maximum
       rate then in effect.  The general partners' liquidation fee may accrue
       but shall not be paid until the limited partners have received
       distributions equal to 100 percent of their capital contributions.

       Use of 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 disclosure of contingent assets and liabilities at the date of the
       financial statements and reported amounts of revenues and expenses
       during the reporting period.  Actual results could differ from those
       estimates.

       Method of Accounting for Investments in Limited Partnerships

       The investments in limited partnerships are accounted for on the equity
       method.  Acquisition, selection and other costs related to the
       acquisition of the projects have been capitalized as part of the
       investment account and are being amortized on a straight line basis over
       the estimated lives of the underlying assets, which is generally 30
       years.



                                       5

<PAGE>   39
                        REAL ESTATE ASSOCIATES LIMITED V
                       (a California limited partnership)

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               DECEMBER 31, 1996

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       Net Income Per Limited Partnership Interest

       Net income per limited partner interest was computed by dividing the
       limited partners' share of net income by the number of limited
       partnership interests outstanding during the year.  The number of
       limited partnership interests was 7,808 for all years presented.

       Cash and Cash Equivalents

       Cash and cash equivalents consist of cash and bank certificates of
       deposit with an original maturity of three months or less.  The
       Partnership has its cash and cash equivalents on deposit primarily with
       one high credit quality financial institution.  Such cash and cash
       equivalents are in excess of the FDIC insurance limit.

       Impairment of Long-Lived Assets

       The Partnership reviews long-lived assets to determine if there has been
       any permanent impairment whenever events or changes in circumstances
       indicate that the carrying amount of the asset may not be recoverable.
       If the sum of the expected future cash flows is less than the carrying
       amount of the assets, the Partnership recognizes an impairment loss.

2.     INVESTMENTS IN LIMITED PARTNERSHIPS

       The Partnership holds limited partnership interests in 19 limited
       partnerships.  The partnerships own residential low income rental
       projects consisting of 1,319 apartment units.  The mortgage loans of
       these projects are payable to or insured by various governmental
       agencies.

       The Partnership, as a limited partner, is entitled to 75 percent to 99
       percent of the profits and losses in these limited partnerships.

       Equity in losses of limited partnerships is recognized in the financial
       statements until the limited partnership investment account is reduced
       to a zero balance.  Losses incurred after the limited partnership
       investment account is reduced to zero are not recognized.  Limited
       partners are not liable for losses beyond their contributed capital.
       The cumulative amount of the unrecognized equity in losses of certain
       limited partnerships was approximately $6,389,000 and $5,949,000 as of
       December 31, 1996 and 1995, respectively.

       Distributions from the limited partnerships are accounted for as a
       return of capital until the investment balance is reduced to zero or to
       a negative amount equal to further capital contributions required.
       Subsequent distributions received are recognized as income.




                                       6
<PAGE>   40
                        REAL ESTATE ASSOCIATES LIMITED V
                       (a California limited partnership)

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               DECEMBER 31, 1996


2.     INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)

       The following is a summary of the investments in limited partnerships
and reconciliation to the limited partnership accounts:

<TABLE>
<CAPTION>
                                                                        1996                 1995   
                                                                     ---------            ----------
       <S>                                                          <C>                   <C>
       Investment balance, beginning of year                        $1,103,818            $  884,383
       Capital contributions to limited partnership                     19,568                 -
       Equity in income of limited partnerships                        379,156               463,163
       Amortization of capitalized acquisition
          costs and fees                                                (7,512)               (7,512)
       Cash distributions recognized as
         a return of capital                                          (189,358)             (236,216)
                                                                   -----------           ----------- 

       Investment balance, end of year                              $1,305,672            $1,103,818
                                                                    ==========            ==========
</TABLE>

       The difference between the investment in the accompanying balance sheets
       at December 31, 1996 and 1995, and the deficiency per the limited
       partnerships' combined financial statements is due primarily to
       cumulative unrecognized equity in losses of certain limited
       partnerships, costs capitalized to the investment account and cumulative
       distributions recognized as income.

       Selected financial information from the combined financial statements of
       the limited partnerships at December 31, 1996 and 1995 and for each of
       the three years in the period ended December 31, 1996 is as follows:

                                 Balance Sheets

<TABLE>
<CAPTION>
                                                                                1996            1995  
                                                                              --------        --------
                                                                                   (in thousands)
                                                                                                 
       <S>                                                                   <C>              <C>
       Land and buildings, net                                                $36,620          $38,311
                                                                              =======          =======

       Total assets                                                           $44,770          $46,029
                                                                              =======          =======

       Mortgages payable                                                      $49,989          $50,747
                                                                              =======          =======

       Total liabilities                                                      $53,423          $54,127
                                                                              =======          =======

       Deficiency of Real Estate Associates
         Limited V                                                            $(8,059)         $(7,613)
                                                                              =======          ======= 

       Deficiency of other partners                                           $  (595)         $  (485)
                                                                              =======          ======= 
</TABLE>




                                       7
<PAGE>   41
                        REAL ESTATE ASSOCIATES LIMITED V
                       (a California limited partnership)

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               DECEMBER 31, 1996


2.     INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)

                            Statements of Operations

<TABLE>
<CAPTION>
                                                             1996              1995             1994  
                                                           --------          --------         --------
                                                                          (in thousands)    
                                                                                      
       <S>                                                <C>               <C>               <C>
       Total revenue                                        $12,644           $12,614          $12,798
                                                            =======           =======          =======

       Interest expense                                     $ 5,360           $ 5,517          $ 5,592
                                                            =======           =======          =======

       Depreciation                                         $ 1,902           $ 1,886          $ 2,122
                                                            =======           =======          =======

       Total expenses                                       $12,702           $12,703          $12,953
                                                            =======           =======          =======

       Net loss                                             $   (59)          $   (89)         $  (155)
                                                            =======           =======          =======

       Net loss allocable to the Partnership                $   (59)          $   (41)         $  (107)
                                                            =======           =======          =======
</TABLE>

       Land and buildings, above, have been adjusted for the amount by which
       the investment in the limited partnerships exceeds the Partnership's
       share of the net book value of the underlying net assets of the investee
       which are recorded at historical costs.  Depreciation on the adjustment
       is provided for over the estimated remaining useful lives of the
       properties.

       An affiliate of NAPICO is the general partner in 4 of the limited
       partnerships included above, and another affiliate receives property
       management fees of approximately 5 to 6 percent of their revenue.  The
       affiliate received property management fees of $42,600, $41,359 and
       $33,401 in 1996, 1995 and 1994, respectively  The following sets forth
       the significant data for these partnerships, reflected in the
       accompanying financial statements using the equity method of accounting:

<TABLE>
<CAPTION>
                                                               1996            1995             1994  
                                                             --------        --------         --------
                                                                          (in thousands)   
                                                                                      
       <S>                                                  <C>              <C>              <C>
       Total assets                                          $ 3,744           $3,854
                                                             =======           ======           

       Total liabilities                                     $ 4,864           $4,932
                                                             =======           ======           

       Deficiency of Real Estate Associates Limited V        $(1,002)          $ (970)
                                                             =======           ======           

       Deficiency of other partners                          $  (117)          $ (107)
                                                             =======           ======           

       Total revenue                                         $   914           $  914           $  915
                                                             =======           ======           ======

       Net loss                                              $   (37)          $  (56)          $   (8)
                                                             =======           ======           ======
</TABLE>




                                       8
<PAGE>   42
                        REAL ESTATE ASSOCIATES LIMITED V
                       (a California limited partnership)

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                               DECEMBER 31, 1996



3.     FEES AND EXPENSES DUE GENERAL PARTNER

       Under the terms of the Restated Certificate and Agreement of Limited
       Partners, the Partnership is obligated to NAPICO for an annual
       management fee equal to .4 percent of the original invested assets of
       the limited partnerships.  Invested assets is defined as the costs of
       acquiring project interests, including the proportionate amount of the
       mortgage loans related to the Partnership's interest in the capital
       accounts of the respective partnerships.

       The Partnership reimburses NAPICO for certain expenses.  The
       reimbursement to NAPICO was $19,287, $17,820 and $17,171 in 1996, 1995
       and 1994, respectively, and is included in operating expenses.

4.     CONTINGENCIES

       The corporate general partner of the Partnership is a plaintiff in
       various lawsuits and has also been named as a defendant in other
       lawsuits arising from transactions in the ordinary course of business.
       In the opinion of management and the corporate general partner, the
       claims will not result in any material liability to the Partnership.

5.     INCOME TAXES

       No provision has been made for income taxes in the accompanying
       financial statements since such taxes, if any, are the liability of the
       individual partners.  The major differences in tax and financial
       reporting result from the use of different bases and depreciation
       methods for the properties held by the limited partnerships.
       Differences in tax and financial reporting also arise as losses are not
       recognized for financial reporting purposes when the investment balance
       has been reduced to zero or to a negative amount equal to further
       capital contributions required.

6.     FAIR VALUE OF FINANCIAL INSTRUMENTS

       Statement of Financial Accounting Standards No. 107, "Disclosure about
       Fair Value of Financial Instruments," requires disclosure of fair value
       information about financial instruments.  The carrying amount of assets
       and liabilities reported on the balance sheets that require such
       disclosure approximates fair value due to their short-term maturity.

7.     FOURTH-QUARTER ADJUSTMENT

       The Partnership's policy is to record its equity in income (loss) of
       limited partnerships on a quarterly basis, using estimated financial
       information furnished by the various local operating general partners.
       The equity in income (loss) reflected in the accompanying annual
       financial statements is based primarily upon audited financial
       statements of the investee limited partnerships.  The decrease of
       approximately $3,000, between the estimated nine-month equity in income
       and the actual 1996 year end equity in income has been recorded in the
       fourth quarter.




                                       9
<PAGE>   43



                                                                        SCHEDULE

                        REAL ESTATE ASSOCIATES LIMITED V
                      INVESTMENTS IN LIMITED PARTNERSHIPS
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE>  
<CAPTION>
                                                    Year Ended December 31, 1996                             
                              ---------------------------------------------------------------------        
                                                           Cash            Equity                          
                                Balance     Capital      Distri-             In           Balance          
                                January     Contri-      butions           Income         December         
Limited Partnerships            1, 1996     butions      Received          (Loss)         31, 1996         
--------------------          ----------    -------      ---------        ---------      ----------        
<S>                            <C>                        <C>              <C>              <C>            
Bickerdike                     $  469,653    $            $ (89,144)       $ 252,064      $  632,573
                                                                                                     
Canoga Park                                                  (1,725)           1,766              41
Castlepark
Centennial Ft. Wayne
Creekside Gardens
Del Haven Manor
Fox Run
Grandview Place                   193,398                   (91,967)          33,119         134,550
Hamlin Estate                                 19,568                         (19,568)
Heritage Estates
North River Club Apts.
Palm Springs
Panorama City I
Panorama City II
Pine Lake Terrace
Plummer Village
Ranger Apts.
Richland Elderly                  440,767                    (6,522)         104,263         538,508
Robert Farrell Manor                                                                                
                               ----------    -------      ---------        ---------      ----------
                               $1,103,818    $19,568      $(189,358)       $ 371,644      $1,305,672
                               ==========    =======      =========        =========      ==========
</TABLE>





<PAGE>   44


                                                                        SCHEDULE
                                                                     (CONTINUED)

                        REAL ESTATE ASSOCIATES LIMITED V
                      INVESTMENTS IN LIMITED PARTNERSHIPS
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994


<TABLE> 
<CAPTION>
                                                    Year Ended December 31, 1995
                              ---------------------------------------------------------------------        
                                                           Cash                                      
                                Balance     Capital      Distri-           Equity         Balance          
                                January     Contri-      butions             In           December         
Limited Partnerships            1, 1995     butions      Received          Income         31, 1995         
--------------------          ----------    -------      ---------        ---------      ----------        
<S>                            <C>                       <C>              <C>              <C>            
Bickerdike                       $275,290  $              $ (89,144)       $ 283,507      $ 469,653
Canoga Park                                                  (6,124)           6,124           -
Castlepark
Centennial Ft. Wayne
Creekside Gardens
Del Haven Manor
Fox Run
Grandview Place                   272,242                  (126,112)          47,268         193,398
Hamlin Estate
Heritage Estates
North River Club Apts.
Palm Springs
Panorama City I
Panorama City II
Pine Lake Terrace
Plummer Village                                              (8,872)           8,872
Ranger Apts.
Richland Elderly                  336,851                    (5,964)         109,880         440,767
Robert Farrell Manor                                                                                
                                 --------  ---------      ---------        ---------      ----------
                                 $884,383  $     -        $(236,216)       $ 455,651      $1,103,818
                                 ========  =========      =========        =========      ==========
</TABLE>





<PAGE>   45



                                                                        SCHEDULE
                                                                     (CONTINUED)
                        REAL ESTATE ASSOCIATES LIMITED V
                      INVESTMENTS IN LIMITED PARTNERSHIPS
                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<TABLE> 
<CAPTION>
                                                    Year Ended December 31, 1994                           
                              ---------------------------------------------------------------------        
                                                           Cash            Equity                          
                                Balance     Capital      Distri-             In           Balance          
                                January     Contri-      butions           Income         December         
Limited Partnerships            1, 1994     butions      Received          (Loss)         31, 1994         
--------------------          ----------    -------      ---------        ---------      ----------        
<S>                            <C>         <C>            <C>               <C>             <C>
Bickerdike                       $134,059  $              $(89,144)         $230,375        $275,290
Canoga Park
Castlepark
Centennial Ft. Wayne
Creekside Gardens
Del Haven Manor
Fox Run
Grandview Place                   260,191                   (70,824)          82,875         272,242
Hamlin Estate
Heritage Estates
North River Club Apts.
Palm Springs
Panorama City I
Panorama City II
Pine Lake Terrace
Plummer Village
Ranger Apts.
Richland Elderly                  265,126                    (8,255)          79,980         336,851
Robert Farrell Manor                                                                                
                                 --------  --------       ---------         --------        --------
                                 $659,376  $     -        $(168,223)        $393,230        $884,383
                                 ========  =========      =========         ========        ========
</TABLE>





<PAGE>   46

                                                                       SCHEDULE
                                                                    (Continued)


                        REAL ESTATE ASSOCIATES LIMITED V
                      INVESTMENTS IN LIMITED PARTNERSHIPS
                                  YEARS ENDED
                        DECEMBER 31, 1996, 1995 AND 1994


NOTES:     1.    Equity in income and losses in investments in limited
                 partnerships represents the Partnership's allocable share of
                 the net results of operations from the limited partnerships
                 for the year.  Equity in losses of the limited partnerships
                 will be recognized until the investment balance is reduced to
                 zero or below zero to an amount equal to future capital
                 contributions to be made by the Partnership.

           2.    Cash distributions from the limited partnerships are treated
                 as a return of the investment and reduce the investment
                 balance until such time as the investment is reduced to an
                 amount equal to additional contributions.  Distributions
                 subsequently received will be recognized as income.
<PAGE>   47
                                                                   SCHEDULE III

                        REAL ESTATE ASSOCIATES LIMITED V
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                 OF PROPERTY HELD BY LOCAL LIMITED PARTNERSHIPS
                        IN WHICH REAL V HAS INVESTMENTS
                               DECEMBER 31, 1996

<TABLE>
<CAPTION>
                                       Number   Outstanding                                                                     
                                         of       Mortgage                  Buildings, Furnishings                  Accumulated 
Partnership/Location                   Apts.       Loan           Land            & Equipment           Total       Depreciation
--------------------                   ------   -----------    ----------   ----------------------   -----------    ------------
<S>                                    <C>      <C>            <C>                <C>                <C>            <C>         
Bickerdike                               140    $ 7,366,536    $  348,255         $ 8,147,914        $ 8,496,169    $ 3,002,349 
  Chicago, IL                                                                                                       

Canoga Park Apts.                         14        782,044       197,662             840,371          1,038,033        414,766
  Los Angeles, CA

Castle Park Apts.                        209      8,217,155       337,676          10,702,876         11,040,552      4,760,384
  Normandy, MO

Centennial Townhomes                      88      2,579,416        80,987           2,947,009          3,027,996      1,165,854
  Fort Wayne, IN

Creekside Gardens                         50      1,729,731       197,447           1,792,671          1,990,118        619,973
  Loveland, CO

Delhaven Manor                           104      2,908,623        85,000           3,073,745          3,158,745      1,091,787
  Jackson, MS

Foxrun Apts., Ltd.                        70      2,023,926        56,892           2,425,714          2,482,606      1,262,483
  Orange, TX

Grandview Place Apts.                     48      1,635,930       183,000           1,899,802          2,082,802        677,981
  Missoula, MT

Hamlin Estates                            30      1,752,698       652,117           2,021,252          2,673,369        982,162
  Los Angeles, CA

Heritage Square Inc.                      50      1,486,597       106,000           1,659,105          1,765,105        894,841
  Texas City, TX

North River Club Apts.                    56      2,548,141       298,559           2,611,118          2,909,677      1,259,708
  Oceanside, CA

Palm Springs Senior                      116      4,238,435             -           5,198,495          5,198,495      2,649,250
  Citizens Housing
  Palm Springs, CA

Panorama City I                           14        707,594       185,103             753,640            938,743        388,929
  Los Angeles, CA

Panorama City II                          13        660,768       184,451             689,502            873,953        358,856
  Los Angeles, CA

Pine Lake Terrace Apts.                  111      3,816,730       484,000           3,822,097          4,308,097      2,398,124
  Garden Grove, CA

Plummer Village                           75      2,817,645       612,258           3,216,925          3,829,183      1,453,345
  Los Angeles, CA

Ranger Apts., Ltd.                        55      1,674,849        40,508           2,237,441          2,277,949      1,381,457
  Ranger, TX

Richland Three Rivers                     41      1,344,612             -           1,416,226          1,416,226        561,122
  Retirement Apts.
  Richland, WA

Robert Farrell Manor                      35      1,697,632       263,860           1,923,374          2,187,234        672,907
  Los Angeles, CA

Additional carrying value of real                                  98,367           2,145,038          2,243,403      1,340,104
  estate of investee limited
  partnerships not recorded on
  said limited partnerships
                                       -----    -----------    ----------         -----------        -----------    -----------
TOTAL                                  1,319    $49,989,062    $4,412,142         $59,524,313        $63,936,455    $27,316,382
                                       =====    ===========    ==========         ===========        ===========    ===========
</TABLE>

(A) This project was complete when REAL V entered the partnership.
<PAGE>   48

                                                                    SCHEDULE III
                                                                     (CONTINUED)


                        REAL ESTATE ASSOCIATES LIMITED V
              REAL ESTATE AND ACCUMULATED DEPRECIATION OF PROPERTY
                       HELD BY LOCAL LIMITED PARTNERSHIPS
                        IN WHICH REAL V HAS INVESTMENTS
                               DECEMBER 31, 1996


NOTES:     1.    Each local limited partnership is developing or has developed,
                 owns and operates the housing project.  Substantially all
                 project costs, including construction period interest expense,
                 are being capitalized by the limited partnerships.

           2.    Depreciation is provided for by various methods over the
                 estimated useful lives of the projects.  The estimated
                 composite useful lives of the buildings are generally from 25
                 to 40 years.

           3.    Investments in property and equipment:


<TABLE>
<CAPTION>
                                                                         Buildings,
                                                                        Furnishings,
                                                                            And
                                                       Land              Equipment                Total
                                                       ----              ---------                -----
<S>                                                  <C>                  <C>                    <C>
Balance at January 1, 1994                           $4,368,142           $58,653,422            $63,021,564

Net additions during 1994                                  -                  548,623                548,623
                                                     ----------           -----------            -----------

Balance at December 31, 1994                          4,368,142            59,202,045             63,570,187

Net additions during 1995                                 -                   233,573                233,573
                                                     ----------           -----------            -----------

Balance at December 31, 1995                          4,368,142            59,435,618             63,803,760

Net additions during 1996                                44,000                88,695                132,695
                                                     ----------           -----------            -----------

Balance at December 31, 1996                         $4,412,142           $59,524,313            $63,936,455
                                                     ==========           ===========            ===========
</TABLE>
<PAGE>   49
                                                                    SCHEDULE III
                                                                     (CONTINUED)


                        REAL ESTATE ASSOCIATES LIMITED V
              REAL ESTATE AND ACCUMULATED DEPRECIATION OF PROPERTY
                       HELD BY LOCAL LIMITED PARTNERSHIPS
                        IN WHICH REAL V HAS INVESTMENTS
                               DECEMBER 31, 1996



<TABLE>
<CAPTION>
                                                                 Buildings,
                                                                Furnishings
                                                              and Equipment
                                                              -------------
<S>                                                             <C>
ACCUMULATED DEPRECIATION:
------------------------ 

Balance, January 1, 1994                                        $22,018,658

Net additions, 1994                                               1,707,315
                                                                -----------

Balance, December 31, 1994                                       23,725,973

Net additions, 1995                                               1,766,520
                                                                -----------

Balance, December 31, 1995                                       25,492,493

Net additions, 1996                                               1,823,889
                                                                -----------

Balance, December 31, 1996                                      $27,316,382
                                                                ===========
</TABLE>
<PAGE>   50
PART III.

ITEM 10.      DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT:

REAL ESTATE ASSOCIATES LIMITED V (the "Partnership") has no directors or
executive officers of its own.

National Partnership Investment Corp. ("NAPICO" or "the Managing General
Partner") is a wholly-owned subsidiary of Casden Investment Company, an
affiliate of The Casden Company.  The following biographical information is
presented for the directors and executive officers of NAPICO with principal
responsibility for the Partnership's affairs.

CHARLES H. BOXENBAUM, 67, Chairman of the Board of Directors and Chief
Executive Officer of NAPICO.

Mr. Boxenbaum has been associated with NAPICO since inception.  He has been
active in the real estate industry since 1960, and prior to joining NAPICO was
a real estate broker with the Beverly Hills firm of Carl Rhodes Company.

Mr. Boxenbaum has been a guest lecturer at national and state realty
conventions, certified properties exchanger's seminars, Los Angeles Town Hall,
National Association of Home Builders, International Council of Shopping
Centers, Society of Conventional Appraisers,

California Real Estate Association, National Institute of Real Estate Brokers,
Appraisal Institute, various mortgage banking seminars, and the North American
Property Forum held in London, England.  In 1963, he was the winner of the
Snyder Award, the highest annual award offered by the National Association of
Real Estate Boards for Best Exchange.  He is one of the founders and a past
director of the First Los Angeles Bank, organized in November 1974.  Mr.
Boxenbaum was a member of the Board of Directors of the National Housing
Council.  Mr. Boxenbaum received his Bachelor of Arts degree from the
University of Chicago.

BRUCE E. NELSON, 45, President and a director of NAPICO.

Mr. Nelson joined NAPICO in 1980 and became President in February 1989.  He is
responsible for the operations of all NAPICO sponsored limited partnerships.
Prior to that he was primarily responsible for the securities aspects of the
publicly offered real estate investment programs.  Mr. Nelson is also involved
in the identification, analysis, and negotiation of real estate investments.

From February 1979 to October 1980, Mr. Nelson held the position of Associate
General Counsel at Western Consulting Group, Inc., private residential and
commercial real estate syndicators.  Prior to that time Mr. Nelson was engaged
in the private practice of law in Los Angeles.  Mr. Nelson received his
Bachelor of Arts degree from the University of Wisconsin and is a graduate of
the University of Colorado School of Law.  He is a member of the State Bar of
California and is a licensed real estate broker in California and Texas.

ALAN I. CASDEN, 51, Chairman of The Casden Company, an affiliate of Casden
Properties (formerly CoastFed Properties), a director and member of the audit
committee of NAPICO, and chairman of the Executive Committee of NAPICO.

Mr. Casden is Chairman of the Board, Chief Executive Officer and sole
shareholder of The Casden Company and Casden Investment Corporation.  Prior to
that, he was the president and chairman of Mayer Group, Inc., which he joined
in 1975.  He is also chairman of Mayer Management, Inc., a real estate
management firm.  Mr. Casden has been involved in approximately $3 billion of
real estate financings and sales and has been responsible for the development
and construction of more than 12,000 apartment units and 5,000 single-family
homes and condominiums.
<PAGE>   51
Mr. Casden is a member of the American Institute of Certified Public
Accountants and of the California Society of Certified Public Accountants.  Mr.
Casden is a member of the advisory board of the National Multi-Family Housing
Conference, the Multi-Family Housing Council, and the President's Council of
the California Building Industry Association.  He also serves on the advisory
board to the School of Accounting of the University of Southern California.  He
holds a Bachelor of Science and a Masters in Business Administration degree
from the University of Southern California.

HENRY C. CASDEN, 53, President, Chief Operating Officer and Secretary of The
Casden Company and a director and secretary of NAPICO.

Mr. Casden has been President and Chief Operating Officer of The Casden
Company, as well as a director of NAPICO since February 1988.  He became
secretary of both companies in late 1994.  From 1982 to 1988, Mr. Casden was of
counsel and a partner in the Los Angeles law firm of Troy, Casden & Gould.
From 1978 to 1981, he was of counsel and a partner in the Los Angeles law firm
of Loeb & Loeb.  From 1972 to 1978, Mr.  Casden was a member of the Beverly
Hills law firm of Fink & Casden, Professional Corporation.

Mr. Casden received his Bachelor of Arts degree from the University of
California at Los Angeles, and is a graduate of the University of San Diego Law
School.  Mr. Casden is a member of the State Bar of California and has numerous
professional affiliations.

BRIAN D. GOLDBERG, 33, Chief Financial Officer of The Casden Company and a
director of NAPICO.

Mr. Goldberg joined The Casden Company in 1990 as Vice President of Finance and
became Chief Financial Officer in March 1991.  Prior to joining The Casden
Company, Mr. Goldberg was with Arthur Andersen & Co., an international public
accounting firm, from August 1985 until July 1990 in their Los Angeles office.
He received his bachelor of science degree in Accounting from the University of
Denver.  Mr. Goldberg is a member of the American Institute of Certified Public
Accountants and the California Society of Certified Public Accountants.

SHAWN HORWITZ, 37, Executive Vice President and Chief Financial Officer.

Mr. Horwitz joined NAPICO in 1990 and is responsible for the financial affairs
of NAPICO and the limited partnerships sponsored by NAPICO.  Prior to joining
NAPICO, Mr. Horwitz was President of Star Sub Shops, Inc. a corporation engaged
in the business of selling fast food franchises, was an audit manager in the
real estate industry group for Altschuler, Melvin & Glasser for six years, and
was an auditor with Arthur Young & Co. for 3 years.

Mr. Horwitz received his Bachelor of Commerce degree in accounting from Rhodes
University in South Africa and is a member of the Illinois Society of Certified
Public Accountants, the American Institute of Certified Public Accountants and
the South African Institute of Chartered Accountants.

BOB SCHAFER, 55, Senior Vice President and Corporate Controller.

Mr. Schafer joined NAPICO in 1984 and is the Corporate Controller responsible
for the financial reporting function of the Company.  Prior to this, he was a
Group and Division Controller at Bergen Brunswig for over eight years,
Controller at a Flintkote subsidiary for over four years, and Assistant
Controller at an electronics subsidiary of General Electric for two years.  Mr.
Schafer is a member of the California Society of Certified Public Accountants.
He holds a Bachelor of Science degree in accounting from Woodbury University,
Los Angeles.
<PAGE>   52
PATRICIA W. TOY, 67, Senior Vice President - Communications and Assistant
Secretary.

Mrs. Toy joined NAPICO in 1977, following her receipt of an MBA from the
Graduate School of Management, UCLA.  From 1952 to 1956, Mrs. Toy served as a
U.S. Naval Officer in communications and personnel assignments.  She holds a
Bachelor of Arts Degree from the University of Nebraska.

MARK L. WALTHER, 36, Executive Vice President, General Counsel and Assistant
Secretary.

Mr. Walther joined NAPICO in 1987 and is responsible for the legal affairs of
the NAPICO sponsored limited partnerships.  Prior to joining NAPICO, Mr.
Walther worked in the San Francisco law firm of Browne and Kahn which
specialized in construction litigation.  Mr. Walther received his Bachelor of
Arts Degree in Political Science from the University of California, Santa
Barbara and is a graduate of the University of California, Davis, School of
Law.  He is a member of the State Bar of Hawaii.
<PAGE>   53
ITEM 11.      MANAGEMENT REMUNERATION AND TRANSACTIONS:

Real Estate Associates Limited V has no officers, employees or directors.
However, under the terms of the Restated Certificate and Agreement of Limited
Partnership, the Partnership is obligated to pay the Corporate General Partner
an annual management fee. The annual management fee is approximately equal to
 .4% of the invested assets, including the Partnership's allocable share of the
mortgages related to real estate properties held by local limited partnerships.
The fee is earned beginning in the month the Partnership makes its initial
contribution to the limited partnership.   In addition, the Partnership
reimburses the Corporate General Partner for certain expenses.

An affiliate of the Corporate General Partner is responsible for the on-site
property management for certain properties owned by the limited partnerships in
which the Partnership has invested.

ITEM 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:

(a)    Security Ownership of Certain Beneficial Owners

       The General Partners own all of the outstanding general partnership
       interests of REAL V;  no person is known to own beneficially in excess
       of 5% of the outstanding limited partnership interests.

(b)    At December 31, 1996, security ownership of management is as listed:
<TABLE>                                                                     
<CAPTION>                                                                                        Percentage of 
                                                                          Amount and              Outstanding  
                                                                          Nature of                 Limited
                                                                          Beneficial                Partner
Title of Class             Beneficial Owner                                  Owner                 Interests 
--------------             ----------------                               ----------              -----------
<S>                       <C>                                              <C>                        <C>
Limited                   Charles H. Boxenbaum
Partnership               780 Latimer Road
Interest                  Santa Monica, CA 90402                            $10,000                    *

Limited                   Bruce E. Nelson
Partnership               7036 Grasswood Avenue
Interest                  Malibu, CA 90265                                 $  5,000                   *
</TABLE>

*      Cumulative limited partnership interests owned by corporate officers or
       the general partner is less than 1% interest of total outstanding
       limited partnership interests.
<PAGE>   54

ITEM 13.      CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:

The Partnership has no officers, directors or employees of its own.  All of its
affairs are managed by the Corporate General Partner, National Partnership
Investments Corp. The Partnership is obligated to NAPICO for an annual
management fee equal to .4 percent of the original invested assets of the
limited partnerships. Invested assets is defined as the costs of acquiring
project interests, including the proportionate amount of the mortgage loans
related to the Partnership's interest in the capital accounts of the respective
partnerships. The management fee was $254,448 for each of the three years in the
period ended December 31, 1996.

The Partnership reimburses NAPICO for certain expenses. The reimbursement to
NAPICO was $19,287, $17,820 and $17,171 in 1996, 1995 and 1994, respectively,
and is included in operating expenses.

An affiliate of NAPICO is the general partner in 4 of the limited partnerships
in which the Partnership has an investment, and another affiliate receives
property management fees of approximately 5 to 6 percent of their revenue. The
affiliate received property management fees of $42,600, $41,359 and $33,401 in
1996, 1995 and 1994, respectively.

ITEM 14.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORT ON FORM 8-K:

FINANCIAL STATEMENTS

Report of Independent Public Accountants.

Balance Sheets as of December 31, 1996 and 1995.

Statements of Operations for the years ended December 31, 1996, 1995 and 1994.

Statement of Partners' Equity (Deficiency) for the years ended December 31,
1996, 1995 and 1994.

Statements of Cash Flows for the years ended December 31, 1996, 1995 and 1994.

Notes to financial statements.

FINANCIAL STATEMENT SCHEDULES
APPLICABLE TO REAL ESTATE ASSOCIATES LIMITED V AND TO THE LIMITED PARTNERSHIPS
IN WHICH REAL ESTATE ASSOCIATES LIMITED V HAS INVESTMENTS:

Schedule - Investments in Limited Partnerships as of December 31, 1996, 1995
and 1994.

Schedule III - Real estate and accumulated depreciation, December 31, 1996.

The remaining schedules are omitted because the required information is
included in the financial statements and notes thereto or they are not
applicable or not required.

EXHIBITS

(3)    Articles of incorporation and bylaws:  The registrant is not
       incorporated.  The Partnership Agreement was filed with Form S-11
       #277645 which is hereby incorporated by reference.

(10)   Material contracts:  The registrant is not party to any material
       contracts, other than the Restated Certificate and Agreement of Limited
       Partnership dated May 7, 1982, and the nineteen contracts representing
       the partnership investment in local limited partnerships as previously
       filed at the Securities Exchange Commission, File #277645 which is
       hereby incorporated by reference.

REPORTS ON FORM 8-K

No reports on Form 8-K were filed during the year ended December 31, 1996.
<PAGE>   55
                                   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 in the City of Los
Angeles, State of California.


REAL ESTATE ASSOCIATES LIMITED V

By:       NATIONAL PARTNERSHIP INVESTMENTS CORP.
          The General Partner


/s/  Charles H. Boxenbaum
---------------------------------------------
Charles H. Boxenbaum
Chairman of the Board of Directors
and Chief Executive Officer
March 27, 1997


/s/ Bruce E. Nelson
---------------------------------------------
Bruce E. Nelson
Director and President
March 27, 1997


/s/ Alan I. Casden
---------------------------------------------
Alan I. Casden
Director
March 27, 1997


/s/ Henry C. Casden
---------------------------------------------
Henry C. Casden
Director
March 27, 1997


/s/ Brian D. Goldberg
---------------------------------------------
Brian D. Goldberg
Director
March 27, 1997


/s/ Shawn D. Horwitz
---------------------------------------------
Shawn D. Horwitz
Executive Vice President and
Chief Financial Officer
March 27, 1997


/s/ Bob E. Schafer
---------------------------------------------
Bob E. Schafer
Senior Vice President and Corporate Controller
March 27, 1997