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


                                    FORM 10-Q



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


      For the period ended          September 30, 1996
                            ----------------------------------------------------


                                       OR

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

     For the transition period from ______________ to_____________
     Commission file number  0-8229
                           --------



                         MCNEIL REAL ESTATE FUND V, LTD.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)




         California                              94-6356980
--------------------------------------------------------------------------------
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                   Identification No.)



              13760 Noel Road, Suite 700, LB70, Dallas, Texas 75240
--------------------------------------------------------------------------------
            (Address of principal executive offices)         (Zip code)



Registrant's telephone number, including area code    (972)  448-5800
                                                   -----------------------------




Indicate  by check  mark  whether  the  registrant,  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during the  preceding  12 months and (2) has been  subject to such  filing
requirements for the past 90 days. Yes X No
                                      ---  ---
<PAGE>
                         MCNEIL REAL ESTATE FUND V, LTD.

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
------- --------------------

                                 BALANCE SHEETS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                         September 30,       December 31,
                                                                            1996                 1995
                                                                       ---------------      --------------
ASSETS
------
<S>                                                                    <C>                  <C>           
Asset held for sale.........................................           $             -      $   13,789,030

Cash and cash equivalents...................................                13,326,655           2,025,005
Cash segregated for security deposits.......................                         -             144,797
Accounts receivable.........................................                    90,411               8,260
Prepaid expenses and other asset............................                    10,667              61,414
Deferred borrowing costs (net of accumulated
   amortization of $29,037 at December 31, 1995, ...........                         -             232,296
                                                                        --------------       -------------
                                                                       $    13,427,733      $   16,260,802
                                                                        ==============       =============

LIABILITIES AND PARTNERS' EQUITY
--------------------------------

Mortgage note payable.......................................           $             -      $   11,358,707
Accounts payable............................................                    20,383              33,528
Accrued interest............................................                         -              72,090
Accrued expenses............................................                     5,731              48,936
Payable to affiliates - General Partner.....................                 1,329,390              15,734
Security deposits and deferred rental revenue...............                         -             152,328
                                                                        --------------       -------------
                                                                             1,355,504          11,681,323
                                                                        --------------       -------------

Partners' equity:
   Limited partners - 20,000 limited partnership
     units authorized; 18,223 limited partnership
     units outstanding......................................                12,055,244           4,562,494
   General Partner..........................................                    16,985              16,985
                                                                        --------------       -------------
                                                                            12,072,229           4,579,479
                                                                        --------------       -------------
                                                                       $    13,427,733      $   16,260,802
                                                                        ==============       =============
</TABLE>

The  financial  information  included  herein has been  prepared  by  management
without audit by independent public accountants.

                 See accompanying notes to financial statements.
<PAGE>
                         MCNEIL REAL ESTATE FUND V, LTD.

                              STATEMENTS OF INCOME
                                   (Unaudited)
<TABLE>
<CAPTION>

                                           Three Months Ended                      Nine Months Ended
                                               September 30,                         September 30,
                                      ---------------------------------    ---------------------------------
                                          1996               1995               1996                1995
                                      --------------    ---------------    --------------     --------------
Revenue:
<S>                                   <C>                <C>               <C>                <C>           
   Rental revenue................     $      819,341     $    1,000,943    $    2,852,753     $    3,050,958
   Interest......................             58,670             31,593           113,463             85,381
   Gain on disposition of real
     estate......................          8,861,334                  -         8,861,334                  -
   Gain on legal settlement......                  -                  -                 -              4,398
                                       -------------      -------------     -------------      -------------
     Total revenue...............          9,739,345          1,032,536        11,827,550          3,140,737
                                       -------------      -------------     -------------      -------------

Expenses:
   Interest......................            173,041            219,284           601,350            639,397
   Depreciation..................                  -            138,281                 -            389,003
   Property taxes................             45,237             57,586           171,386            171,229
   Personnel expenses............             93,690             83,689           258,252            251,952
   Utilities.....................             55,263             68,430           185,207            212,648
   Repairs and maintenance.......            139,594            120,267           393,917            333,334
   Property management ..........
     fees - affiliates...........             39,572             49,057           141,292            151,249
   Other property operating .....
     expenses....................             72,841             70,381           219,600            188,842
   General and administrative....             31,106             52,806           103,593             67,304
   Partnership management .......
     fee.........................             30,000                  -            55,000             15,000
   Subordinated incentive fee....          1,160,198                  -         1,160,198                  -
                                       -------------      -------------     -------------      -------------
     Total expenses..............          1,840,542            859,781         3,289,795          2,419,958
                                       -------------      -------------     -------------      -------------

Net income.......................     $    7,898,803     $      172,755    $    8,537,755     $      720,779
                                       =============     ==============     =============      =============

Net income allocable to
   limited partners..............     $    7,898,803     $      172,755    $    8,537,755     $      720,779
Net income allocable to
   General Partner...............                  -                  -                 -                  -
                                       -------------      -------------     -------------      -------------
Net income.......................     $    7,898,803     $      172,755    $    8,537,755     $      720,779
                                       =============      =============     =============      =============
Net income per limited
   partnership unit..............     $       433.45     $         9.48    $       468.51     $        39.55
                                       =============      =============     =============      =============
Distributions per limited
   partnership unit..............     $        31.80     $            -    $        57.35     $        15.64
                                       =============      =============     =============      =============
</TABLE>

The  financial  information  included  herein has been  prepared  by  management
without audit by independent public accountants.

                 See accompanying notes to financial statements.
<PAGE>
                         MCNEIL REAL ESTATE FUND V, LTD.

                         STATEMENTS OF PARTNERS' EQUITY
                                   (Unaudited)

              For the Nine Months Ended September 30, 1996 and 1995

<TABLE>
<CAPTION>

                                                                                                 Total
                                                   General                 Limited               Partners'
                                                   Partner                 Partners              Equity
                                                 ---------------        ---------------        --------------

<S>                                              <C>                    <C>                    <C>           
Balance at December 31, 1994..............       $       16,985         $     4,383,431        $    4,400,416

Net income................................                    -                 720,779               720,779

Distributions.............................                    -                (285,008)             (285,008)
                                                  -------------           -------------         -------------

Balance at September 30, 1995.............       $       16,985         $     4,819,202        $    4,836,187
                                                  =============          ==============         =============


Balance at December 31, 1995..............       $       16,985         $     4,562,494        $    4,579,479

Net income................................                    -               8,537,755             8,537,755

Distributions.............................                    -              (1,045,005)           (1,045,005)
                                                  -------------           -------------         -------------

Balance at September 30, 1996.............       $       16,985         $    12,055,244        $   12,072,229
                                                  =============          ==============         =============

</TABLE>














The  financial  information  included  herein has been  prepared  by  management
without audit by independent public accountants.

                 See accompanying notes to financial statements.



<PAGE>
                         MCNEIL REAL ESTATE FUND V, LTD.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                Increase (Decrease) in Cash and Cash Equivalents

<TABLE>
<CAPTION>
                                                                            Nine Months Ended
                                                                              September 30,
                                                                -------------------------------------------
                                                                       1996                      1995
                                                                -------------------        ----------------

Cash flows from operating activities:
<S>                                                             <C>                        <C>            
   Cash received from tenants........................           $        2,763,682         $     3,049,002
   Cash received from legal settlement...............                            -                   4,398
   Cash paid to suppliers............................                   (1,166,783)             (1,082,929)
   Cash paid to affiliates...........................                      (42,834)               (167,252)
   Interest received.................................                      113,463                  85,381
   Interest paid.....................................                     (667,633)               (624,029)
   Property taxes paid...............................                     (171,386)               (113,642)
                                                                 -----------------          --------------
Net cash provided by operating activities............                      828,509               1,150,929
                                                                 -----------------          --------------

Cash flows provided by (used in) investing activities:
   Additions to real estate investments..............                            -                (287,669)
   Proceeds from disposition of real estate..........                   22,876,852                       -
                                                                 -----------------          --------------
Net cash provided by (used by)
    investing activities.............................                   22,876,852                (287,669)
                                                                 -----------------          --------------

Cash flows from financing activities:
   Principal payments on mortgage note payable.......                      (83,834)                (43,463)
   Retirement of mortgage note due to
     disposition of real estate......................                  (11,274,872)                      -
   Distributions.....................................                   (1,045,005)               (285,008)
                                                                 -----------------          --------------
Net cash used in financing activities................                  (12,403,711)               (328,471)
                                                                 -----------------          --------------

Net increase in cash and cash equivalents............                   11,301,650                 534,789

Cash and cash equivalents at beginning of
   year..............................................                    2,025,005               1,799,590
                                                                 -----------------          --------------

Cash and cash equivalents at end of year.............           $       13,326,655         $     2,334,379
                                                                 =================          ==============
</TABLE>

The  financial  information  included  herein has been  prepared  by  management
without audit by independent public accountants.

                 See accompanying notes to financial statements.
<PAGE>
                         MCNEIL REAL ESTATE FUND V, LTD.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

              Reconciliation of Net Income to Net Cash Provided by
                              Operating Activities

<TABLE>
<CAPTION>
                                                                             Nine Months Ended
                                                                                September 30,
                                                                  ----------------------------------------
                                                                        1996                     1995
                                                                  ----------------         ---------------
<S>                                                               <C>                      <C>            
Net income...........................................             $      8,537,755         $       720,779
                                                                   ---------------          --------------

Adjustments to reconcile net income to net cash
   provided  by  operating activities:
   Depreciation......................................                            -                 389,003
   Amortization of deferred borrowing costs..........                        5,807                   6,533
   Gain on disposition of real estate................                   (8,861,334)                      -
   Changes in assets and liabilities:
     Cash segregated for security deposits...........                      144,797                   1,288
     Accounts receivable.............................                      (82,151)                   (549)
     Prepaid expenses and other assets...............                       50,747                 (45,989)
     Accounts payable................................                      (13,145)                (35,547)
     Accrued interest................................                      (72,090)                  8,835
     Accrued property taxes..........................                            -                  57,587
     Accrued expenses................................                      (43,205)                 51,799
     Payable to affiliates - General Partner.........                    1,313,656                  (1,003)
     Security deposits and deferred rental
       revenue.......................................                     (152,328)                  1,807
                                                                   ---------------          --------------

       Total adjustments.............................                   (7,709,246)                430,150
                                                                   ---------------          --------------

Net cash provided by operating activities............             $        828,509         $     1,150,929
                                                                   ===============          ==============
</TABLE>






The  financial  information  included  herein has been  prepared  by  management
without audit by independent public accountants.

                 See accompanying notes to financial statements.






<PAGE>
                         McNEIL REAL ESTATE FUND V, LTD.

                          Notes to Financial Statements
                                   (Unaudited)

                               September 30, 1996

NOTE 1.
-------

McNeil Real Estate Fund V, Ltd. (the  "Partnership") was organized September 12,
1974 as a limited  partnership  under the provisions of the  California  Uniform
Limited  Partnership  Act.  The  general  partner of the  Partnership  is McNeil
Partners,  L.P. (the "General  Partner"),  a Delaware  limited  partnership,  an
affiliate of Robert A. McNeil.  The  Partnership  is governed by an agreement of
limited partnership dated September 12, 1974 (the "Partnership Agreement").  The
principal place of business for the Partnership and the General Partner is 13760
Noel Road, Suite 700, LB70, Dallas, Texas 75240.

In the opinion of management,  the financial  statements reflect all adjustments
necessary for a fair  presentation of the Partnership's  financial  position and
results  of  operations.  All  adjustments  were of a normal  recurring  nature.
However,  the results of operations for the nine months ended September 30, 1996
are not necessarily indicative of the results to be expected for the year ending
December 31, 1996.

NOTE 2.
-------

The  financial  statements  should  be read in  conjunction  with the  financial
statements  contained in the  Partnership's  Annual  Report on Form 10-K for the
year  ended  December  31,  1995,  and the  notes  thereto,  as  filed  with the
Securities and Exchange  Commission,  which is available upon request by writing
to McNeil  Real Estate Fund V, Ltd.  c/o McNeil  Real Estate  Management,  Inc.,
Investor Services, 13760 Noel Road, Suite 700, LB70, Dallas, Texas 75240.

NOTE 3.
-------

The  Partnership  pays  property  management  fees  equal to 5% of gross  rental
receipts of Sycamore Valley, the Partnership's  residential  property, to McNeil
Real Estate Management,  Inc.  ("McREMI"),  an affiliate of the General Partner,
for providing management and leasing services.

As compensation for  administering  the affairs of the Partnership,  the General
Partner  receives  a  partnership  management  fee  equal  to  5% of  cash  from
operations,  as defined, but only if the limited partners receive  distributions
of cash from operations equal to a 6% per annum  non-cumulative  return on their
adjusted invested capital.

The  Partnership  is  obligated  to pay  commissions  for real estate  brokerage
services to an affiliate of the General  Partner in connection  with the sale of
the Partnership's  property. Such commissions shall not exceed the lesser of (i)
the normal and competitive  rate for similar  services in the locality where the
services are performed, (ii) 50% of the standard commission or (iii) one-half of
the total  acquisition  fees which could have been paid to the  General  Partner
under the terms of the  Partnership  Agreement.  The  Partnership  has accrued a
$163, 070 agent fee relating to the sale of Sycamore Valley.

<PAGE>
Under  the terms of the  Partnership  Agreement,  the  General  Partner  is also
entitled to receive a subordinated incentive fee. This fee is an amount equal to
10% of the remaining cash from sales or refinancings,  as defined,  in excess of
the cost of all  partnership  properties,  as  defined.  The cash from  sales or
refinancing  distributed to the limited partners has exceeded the  subordination
requirement. The Partnership has accrued a $1,160,198 subordinated incentive fee
relating to the sale of Sycamore Valley.

Compensation  and  reimbursements  paid to or  accrued  for the  benefit  of the
General Partner and its affiliates are as follows:

                                                            Nine Months Ended
                                                              September 30,
                                                        ------------------------
                                                           1996         1995
                                                        -----------   ----------

Charged to gain in disposition of real estate:
   Agent fee.........................................   $   163,070   $       -
Property management fees.............................       141,292     151,249
Partnership management fees..........................        55,000      15,000
Subordinated incentive fee...........................     1,160,198           -
                                                         ----------    ---------
                                                        $ 1,519,560   $  166,249
                                                         ==========    =========
NOTE 4.
-------

In 1996, the  Partnership  adopted the Financial  Accounting  Standards  Board's
Statement  of  Financial  Accounting  Standards  No.  121,  "Accounting  for the
Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be Disposed Of."
This statement  requires the cessation of  depreciation on assets held for sale.
Since  Sycamore  Valley is currently  classified  as an asset held for sale,  no
depreciation was taken in 1996.


<PAGE>

NOTE 5.
-------

On September 11, 1996, the  Partnership  sold Sycamore  Valley  Apartments to an
unaffiliated  buyer for a cash sales price of  $23,050,000.  Cash  proceeds from
this transaction,  as well as the gain on sale of Sycamore Valley Apartments are
detailed below.

<TABLE>
<CAPTION>
                                                             Gain on Sale    Cash Proceeds
                                                             --------------  -------------
<S>                                                          <C>             <C>          
    Cash sales price................................         $  23,085,000   $  23,085,000
    Selling costs...................................             (208,148)        (208,148)
    Basis of deferred borrowing costs written off...             (226,488)
    Basis of real estate sold.......................           (13,789,030)
                                                              ------------

    Gain on sale....................................         $   8,861,334
                                                              ============

    Proceeds from disposition of real estate........                            22,876,852
    Retirement of mortgage note.....................                           (11,274,872)
                                                                              ------------

    Net cash proceeds...............................                         $  11,601,980
                                                                              ============
</TABLE>

The selling costs above  include an agent fee payable to General  Partner in the
amount of $163,070.

The General  Partner  will  commence  the  dissolution  and  termination  of the
Partnership.  In connection with such dissolution and  termination,  the General
Partner will liquidate any remaining assets, repay creditors, pay to the General
Partner  a  brokerage  fee and  subordinated  incentive  fee (See  Note 2),  and
authorize  distributions to the limited  partners of the Partnership,  including
distributions  of net proceeds from the sale of Sycamore  Valley,  in accordance
with the terms of the  Partnership  Agreement  of the  Partnership.  Neither the
amount nor timing of any such distributions has been determined.

NOTE 6.
-------

The  Partnership  filed claims with the United States  Bankruptcy  Court for the
Northern  District of Texas,  Dallas Division (the  "Bankruptcy  Court") against
Southmark Corporation ("Southmark"), an affiliate of a previous general partner,
for damages relating to improper  overcharges,  breach of contract and breach of
fiduciary  duty.  The  Partnership  settled  these  claims  in  1991,  and  such
settlement was approved by the Bankruptcy Court.







<PAGE>
An Order Granting  Motion to Distribute  Funds to Class 8 Claimants  dated April
14, 1995 was issued by the Bankruptcy  Court.  In accordance  with the Order, in
May 1995 the Partnership received in full satisfaction of its claims,  $3,325 in
cash,  and  common  and  preferred  stock in the  reorganized  Southmark,  which
represents the  Partnership's  pro-rata share of Southmark  assets available for
Class 8 Claimants. The Partnership sold the Southmark common and preferred stock
in May 1995 for $1,073,  which  combined with the cash proceeds from  Southmark,
resulted in a gain on legal settlement of $4,398.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
-------  ---------------------------------------------------------------
         RESULTS OF OPERATIONS
         ---------------------

FINANCIAL CONDITION
-------------------

The  Partnership  was formed to  acquire,  operate and  ultimately  dispose of a
portfolio  of  income-producing  real  properties.  On September  11, 1996,  the
Partnership  sold  Sycamore  Valley   Apartments,   the  last  property  in  the
Partnership's portfolio.

The General  Partner  will  commence  the  dissolution  and  termination  of the
Partnership.  In connection with such dissolution and  termination,  the General
Partner will liquidate any remaining assets, repay creditors, pay to the General
Partner  a  brokerage  fee and  subordinated  incentive  fee (See  Note 3),  and
authorize  distributions to the limited  partners of the Partnership,  including
distributions  of net proceeds from the sale of Sycamore  Valley,  in accordance
with the terms of the  Partnership  Agreement  of the  Partnership.  Neither the
amount nor timing of any such distributions has been determined.

RESULTS OF OPERATIONS
---------------------

Revenue:

Total  Partnership  revenues  increased by $8,686,813  for the nine months ended
September  30, 1996.  Rental  revenue  decreased  $198,205  and interest  income
increased  $48,082.  The  Partnership  also  recognized  a  $8,861,334  gain  on
disposition of real estate for the nine months ended September 30, 1996.

Rental revenue for the first nine months of 1996 were  $2,852,753 as compared to
$3,050,958  for the same period in 1995.  The decrease in rental revenue for the
nine months ended  September  30, 1996 is due to the sale of Sycamore  Valley on
September 11, 1996.

Expenses:

Total Partnership expenses increased by $869,837 or 36% the first nine months of
1996 as compared to the same period in 1995.  This  increase is primarily due to
the  subordinated  incentive  fee as a result of the sale of Sycamore  Valley on
September 11, 1996.  Other increases in expenses include repair and maintenance,
other property operating, general and administrative, and partnership management
fees.   These  increases  were  somewhat   offset  by  decreases   occurring  in
depreciation expense and utilities.




<PAGE>
The  Partnership  did not recognize any  depreciation  expense  during 1996 as a
result of the adoption of Financial  Accounting  Standards No. 121,  "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of."

Utility  expense  decreased  $27,441 or 13% and  $13,167 or 19% for the nine and
three months ended  September  30, 1996,  respectively,  as compared to the same
period in 1995.  The  decrease  is related to the  installation  of newer,  more
efficient boilers at the property.

Repair and maintenance  expenses increased $27,441 or 13% and $13,167 or 19% for
the nine and three  months  ended  1996,  respectively,  as compared to the same
period  in  1995.  The  increase  is due to the  replacement  of  carpeting  and
appliances, which met the Partnership's criteria for capitalization based on the
magnitude of replacements in 1995, but were expensed in 1996.

Other property  operating  expenses increased $30,758 or 16% for the nine months
ended  September  30, 1996 as compared to 1995 due to the increase in earthquake
insurance for Sycamore  Valley.  This increase was partially offset by decreases
in personnel costs and office supplies.

General and administrative expenses increased $36,289 for the nine months ended
September  30, 1996 as compared to the same period last year.  The  increase was
due to proxy costs and professional fees incurred by the Partnership relating to
the sale of Sycamore Valley.

Partnership  management  fee  increased  by $40,000  for the nine  months  ended
September 30, 1996.  These fees are based on  distributions  made to the limited
partners which increased in 1996 compared to 1995.

As a result of the sale of Sycamore  Valley in September  1996, the  Partnership
has accrued an subordinated incentive fee in the amount of $1,160,198 payable to
the General Partner.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

The  Partnership  generated cash flow from operating  activities of $828,509 for
the first nine months of 1996 as compared to $1,150,929  in 1995.  This decrease
is due to the an  increase in the payment of the  property  taxes,  cash paid to
suppliers,  and the increase in interest paid.  Also,  cash received from tenant
decreased as a result of the sale of Sycamore Valley.

The Partnership expended $287,669 for capital improvements to Sycamore Valley in
1995. The Partnership  received  proceeds of $22,876,852 as a result of the sale
of Sycamore Valley.

The Partnership  distributed  $1,045,001 and $285,008 to the limited partners in
1996 and 1995,  respectively.  Principal  payments on the mortgage  note payable
increased  by $40,371 in 1996 as  compared  to the same  period  last year.  The
Partnership  also retired the $11,274,872  mortgage note on Sycamore Valley as a
result of the sale.

Liquidity:

At September 30, 1996, the Partnership  held  $13,326,655 of cash an increase of
$11,301,650 as a result of the sale of Sycamore Valley on September 11, 1996.


<PAGE>
Distributions:

During 1996, the limited  partners  received a cash  distribution of $1,045,005.
The  distribution  consisted  of funds  from  operations.  The  General  Partner
currently  intends to commence  liquidation  of the  Partnership.  However,  the
General  Partner has not yet  determined the precise timing and actual amount of
distributions to the limited partners that would occur after the consummation of
the proposed sale and in connection with the liquidation of the Partnership.

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS
-------  -----------------

McNeil  Pacific  Investors  Fund 1972,  Ltd.,  McNeil  Real Estate Fund V, Ltd.,
McNeil Real Estate Fund IX, Ltd.,  McNeil Real Estate Fund X, Ltd.,  McNeil Real
Estate Fund XI, Ltd., McNeil Real Estate Fund XIV, Ltd., McNeil Real Estate Fund
XV, Ltd.,  McNeil Real Estate Fund XX, L.P., McNeil Real Estate Fund XXIV, L.P.,
and McNeil Real  Estate  Fund XXV,  L.P.  vs.  High River  Limited  Partnership,
Riverdale   Investors  Corp.,  Inc.,  Carl  C.  Icahn,  and  Unicorn  Associates
Corporation  -  United  States  District  Court  for  the  Central  District  of
California, Case No. 96-5680SVW.

On August 12, 1996 High River Limited  Partnership ("High River"), a partnership
controlled by Carl C. Icahn, sent a letter to the partnerships  referenced above
demanding  lists of the names,  current  residences  or business  addresses  and
certain other information  concerning the unitholders of such  partnerships.  On
August 19, 1996, these  partnerships  commenced the above action seeking,  among
other things, to declare that such partnerships are not required to provide High
River with a current  list of  unitholders  on the grounds  that the  defendants
commenced a tender offer in violation of the federal  securities  laws by filing
certain Schedule 13D Amendments on August 5, 1996.

On October 17, 1996, the presiding judge denied the partnerships  requests for a
permanent and  preliminary  injunction to enjoin High River's  tender offers and
granted the defendants  request for an order directing the  partnerships to turn
over current lists of unitholders to High River forthwith.  On October 24, 1996,
the partnerships delivered the unitholder lists to High River.

ITEM 5.  OTHER INFORMATION
-------  -----------------

On September 20, 1996,  High River,  filed  documents  with the  Securities  and
Exchange  Commission  disclosing  that High  River had  amended  the  previously
disclosed  letter  agreement  dated  August 2, 1996 with the  attorneys  for the
plaintiffs  in the case styled James F.  Schofield,  et. al.  ("Plaintiffs")  v.
McNeil Partners,  L.P., et. al. The amendment provided, among other things, that
due to the approved  liquidation of the Partnership,  High River's obligation to
tender for units is terminated.


<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K
-------  --------------------------------

(a)      Exhibits.

         Exhibit
         Number                     Description
         -------                    -----------

         4.                         Partnership  Agreement  dated  September 12,
                                    1974 and  amended  and  restated January
                                    31, 1975. (1)

         11.                        Statement   regarding   computation  of  Net
                                    Income per  limited  partnership  unit:  Net
                                    income  per  limited   partnership  unit  is
                                    computed by dividing net income allocated to
                                    the  limited   partners  by  the  number  of
                                    limited  partnership units outstanding.  Per
                                    unit  information has been computed based on
                                    18,223 limited partnership units outstanding
                                    in 1996 and 1995.

         27.                        Financial   Data   Schedule  for the quarter
                                    ended September 30, 1996.

         (1)   Incorporated  by  reference  to the Annual  Report of McNeil Real
               Estate  Fund V, Ltd. on Form 10-K for the period  ended  December
               31, 1990, as filed with the Securities and Exchange Commission on
               March 29, 1991.

(b)      Reports  on Form  8-K.  A Form 8-K was  filed on  September  23,  1996,
         relating to the sale of Sycamore Valley and the subsequent  dissolution
         of the Partnership.


<PAGE>


                         McNEIL REAL ESTATE FUND V, LTD.

                                   SIGNATURES

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



                               McNEIL REAL ESTATE FUND V, LTD.

                                 By: McNeil Partners, L.P., General Partner

                                     By: McNeil Investors, Inc., General Partner



November 14, 1996                    By: /s/  Donald K. Reed
-----------------                       ----------------------------------------
Date                                    Donald K. Reed
                                        President and Chief Executive Officer



November 14, 1996                    By: /s/  Ron K. Taylor
-----------------                       ----------------------------------------
Date                                    Ron K. Taylor
                                        Acting Chief Financial Officer of
                                          McNeil Investors, Inc.




November 14, 1996                     By: /s/  Brandon K. Flaming
-----------------                        ---------------------------------------
Date                                     Brandon K. Flaming
                                         Chief Accounting Officer of McNeil
                                           Real Estate Management, Inc.