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 QUARTERLY PERIOD ENDED JUNE 30, 1998

                                       OR

        |_|  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

              For the transition period from _________ to ________.

                         Commission File Number: 0-12087

             PAINE WEBBER INCOME PROPERTIES FIVE LIMITED PARTNERSHIP
             -------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Delaware                                           04-2780287
--------------------------------------------------------------------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

265 Franklin Street, Boston, Massachusetts                        02110
--------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code  (617) 439-8118
                                                    --------------

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


<PAGE>

          PAINE WEBBER INCOME PROPERTIES FIVE LIMITED PARTNERSHIP

                                 BALANCE SHEETS
                June 30, 1998 and September 30, 1997 (Unaudited)
                                 (In thousands)

                                     ASSETS

                                                   June 30   September 30
                                                   -------   ------------

Cash and cash equivalents                          $  2,834     $  2,165
Investment in joint ventures, at equity                 304            -
                                                   --------     --------
                                                   $  3,138     $  2,165
                                                   ========     ========

                        LIABILITIES AND PARTNERS' DEFICIT

Losses in excess of investments and
  advances in joint ventures                       $      -     $  3,305
Accounts payable and accrued expenses                    61           47
Note and interest payable to affiliate                4,010            -
Partners' deficit                                      (933)      (1,187)
                                                   --------    ---------
                                                   $  3,138     $  2,165
                                                   ========     ========



                   STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
          For the nine months ended June 30, 1998 and 1997 (Unaudited)
                                 (In thousands)

                                                  General      Limited
                                                  Partner      Partners
                                                  -------      --------

Balance at September 30, 1996                     $  (206)     $  (1,056)
Net income                                              1            112
                                                  -------      ---------
Balance at June 30, 1997                          $  (205)     $    (944)
                                                  =======      =========

Balance at September 30, 1997                     $  (205)     $    (982)
Net income                                              3            251
                                                  -------      ---------
Balance at June 30, 1998                          $  (202)     $    (731)
                                                  =======      =========



                             See accompanying notes.


<PAGE>


             PAINE WEBBER INCOME PROPERTIES FIVE LIMITED PARTNERSHIP

                              STATEMENTS OF INCOME
           For the three and nine months ended June 30, 1998 and 1997
                (Unaudited) (In thousands, except per Unit data)

                                  Three Months Ended     Nine Months Ended
                                        June 30,              June 30,
                                  -------------------    -----------------
                                     1998       1997        1998       1997
                                     ----       ----        ----       ----

Revenues:
   Interest and other income      $    40    $   24     $   159      $    71

Expenses:
   Interest expense                    10         -          10            -
   General and administrative         125        94         242          185
                                  -------    ------     -------      -------
                                      135        94         252          185
                                  -------    ------     -------      -------

Operating loss                        (95)      (70)        (93)        (114)

Partnership's share of 
   unconsolidated ventures' 
   income                             109       116         347          227
                                  -------    ------     -------      -------

Net income                        $    14    $   46     $   254      $   113
                                  =======    ======     =======      =======

Net income per Limited
  Partnership Unit                $  0.40    $ 1.31     $  7.20      $  3.21
                                  =======    ======     =======      =======


   The above net income per  Limited  Partnership  Unit is based upon the 34,928
Units of Limited Partnership Interest outstanding for each period.













                             See accompanying notes.


<PAGE>


             PAINE WEBBER INCOME PROPERTIES FIVE LIMITED PARTNERSHIP

                            STATEMENTS OF CASH FLOWS
          For the nine months ended June 30, 1998 and 1997 (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
                                 (In thousands)


                                                        1998      1997
                                                        ----      ----
Cash flows from operating activities:
  Net income                                       $    254    $     113
  Adjustments to reconcile net income to
   net cash used in operating activities:
    Interest on note payable to affiliate                10            -
    Partnership's share of ventures' income            (347)        (227)
    Changes in assets and liabilities:
       Accounts payable and accrued expenses             14           11
                                                   --------    ---------
      Total adjustments                                (323)        (216)
                                                   --------    ---------
      Net cash used in operating activities             (69)        (103)
                                                   --------    ---------

Cash flows from investing activities:
  Distributions from joint ventures                     794           65
  Additional investments in joint ventures           (4,056)         (14)
                                                   --------    ---------
      Net cash (used in) provided by 
        investing activities                         (3,262)          51
                                                   --------    ---------

Cash flows from financing activities:
  Proceeds from note payable to affiliate             4,000            -
                                                   --------    ---------

Net increase (decrease) in cash and cash
   equivalents                                         669          (52)

Cash and cash equivalents, beginning of period        2,165        1,739
                                                   --------    ---------

Cash and cash equivalents, end of period           $  2,834    $   1,687
                                                   ========    =========









                             See accompanying notes.


<PAGE>


                       PAINE WEBBER INCOME PROPERTIES FIVE
                               LIMITED PARTNERSHIP
                          Notes to Financial Statements
                                   (Unaudited)


1.  General
    -------

      The accompanying financial statements,  footnotes and discussion should be
read in conjunction with the financial statements and footnotes contained in the
Partnership's  Annual  Report  for the year ended  September  30,  1997.  In the
opinion of management,  the accompanying  financial  statements,  which have not
been audited,  reflect all  adjustments  necessary to present fairly the results
for the interim  period.  All of the  accounting  adjustments  reflected  in the
accompanying interim financial statements are of a normal recurring nature.

      The  accompanying  financial  statements have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting  principles
which  requires  management to make  estimates and  assumptions  that affect the
reported amounts of assets and liabilities and disclosures of contingent  assets
and  liabilities  as of June 30, 1998 and  September  30, 1997 and  revenues and
expenses  for the three- and  nine-month  periods  ended June 30, 1998 and 1997.
Actual results could differ from the estimates and assumptions used.

2.  Related Party Transactions
    --------------------------

      Included in general and administrative  expenses for the nine-months ended
June 30,  1998 and  1997 is  $76,000  and  $64,000,  respectively,  representing
reimbursements  to an affiliate of the Managing  General  Partner for  providing
certain  financial,  accounting  and  investor  communication  services  to  the
Partnership.

      Also included in general and administrative  expenses for both of the nine
months  ended June 30, 1998 and 1997 is $5,000,  representing  fees earned by an
affiliate,  Mitchell Hutchins  Institutional  Investors,  Inc., for managing the
Partnership's cash assets.

      As discussed further in Note 4, during the quarter ended June 30, 1998 the
Partnership obtained a $4 million loan from an affiliate of the Managing General
Partner to finance a  restructuring  of the joint venture that owns the Carriage
Hill Apartments. Interest expense on the related party loan totalled $10,000 for
the quarter ended June 30, 1998.

3.  Investments in Joint Ventures
    -----------------------------

      The Partnership has investments in four joint ventures which own operating
properties as more fully described in the Partnership's Annual Report. The joint
venture  investments  are  accounted  for using the equity  method  because  the
Partnership does not have a voting control  interest in the ventures.  Under the
equity  method the  assets,  liabilities,  revenues  and  expenses  of the joint
ventures do not appear in the Partnership's  financial statements.  Instead, the
investments  are carried at cost  adjusted  for the  Partnership's  share of the
ventures' earnings and losses and distributions.

      On June 23, 1998, the  Partnership  and its original  co-venture  partner,
JBG/Carriage Hill Village Limited Partnership, purchased the 50% interest of its
other co-venture  partner,  Signature  Carriage Hill Village  Apartments Limited
Partnership,  in the Randallstown  Carriage Hill Associates  Joint Venture.  The
Partnership had held a 40% interest and the original co-venture partner had held
a 10% interest in the Joint Venture prior to this  transaction.  The Partnership
contributed  $4,048,000 and the original co-venturer  contributed  $1,012,000 to
complete the purchase of the other partner's interest.  After the purchase,  the
Partnership  holds an 80% interest and the original  co-venture  partner holds a
20% interest.
<PAGE>

      Summarized  operating results of the joint ventures for the three and nine
months ended June 30, 1998 and 1997 are as follows:

                    CONDENSED COMBINED SUMMARY OF OPERATIONS
           For the three and nine months ended June 30, 1998 and 1997
                                 (in thousands)

                               Three Months Ended       Nine Months Ended
                                    June 30,                 June 30,
                              -------------------       -----------------
                                  1998     1997           1998     1997
                                  ----     ----           ----     ----
   Rental revenues and
     expense recoveries         $ 2,998   $2,948         $8,876   $8,900
   Interest and other income        174      143            513      448
                                -------   ------         ------   ------
                                  3,172    3,091          9,389    9,348

   Property operating expenses    1,301    1,176          3,617    3,757
   Interest expense               1,016    1,121          3,257    3,362
   Depreciation and 
     amortization                   687      670          2,063    2,029
                                -------   ------         ------   ------
                                  3,004    2,967          8,937    9,148
                                -------   ------         ------   ------
   Net income                   $   168   $  124         $  452   $  200
                                =======   ======         ======   ======

   Net income:
     Partnership's share
       of combined income 
       (losses)                 $  109    $  116         $  347   $  227
     Co-venturers' share of
       combined income 
       (losses)                     59         8            105      (27)
                               -------    ------         ------   ------
                               $   168    $  124         $  452   $  200
                               =======    ======         ======   ======

4.    Note Payable to Affiliate
      -------------------------

      On June  17,  1998,  the  Partnership  obtained  a  $4,000,000  loan  from
PaineWebber  Capital,  Inc., an affiliate of the Managing General  Partner.  The
proceeds of the note were used to finance the restructuring of the Carriage Hill
joint venture (see Note 3). The note is payable on demand and bears  interest at
a rate of 6.56%  per  annum.  As of June 30,  1998,  the  total  balance  of the
principal  and  interest  owed to the  affiliate  amounted  to  $4,010,000.  The
Partnership  expects  to repay  the loan  from the  proceeds  of the sale of the
Greenbrier Apartments which is currently being marketed for sale.





<PAGE>



          PAINE WEBBER INCOME PROPERTIES FIVE LIMITED PARTNERSHIP

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
             OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Information Relating to Forward-Looking Statements
--------------------------------------------------

      The following  discussion of financial condition includes  forward-looking
statements  which  reflect  management's  current  views with  respect to future
events and  financial  performance  of the  Partnership.  These  forward-looking
statements  are  subject to certain  risks and  uncertainties,  including  those
identified  in Item 7 of the  Partnership's  Annual  Report on Form 10-K for the
year ended  September  30, 1997 under the  heading  "Certain  Factors  Affecting
Future Operating Results", which could cause actual results to differ materially
from historical  results or those  anticipated.  The words "believe,"  "expect,"
"anticipate,"  and  similar  expressions  identify  forward-looking  statements.
Readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements,  which were made based on facts and conditions as they existed as of
the date of this report.  The  Partnership  undertakes no obligation to publicly
update or revise  any  forward-looking  statements,  whether  as a result of new
information, future events or otherwise.

Liquidity and Capital Resources
-------------------------------

      The Partnership's  four remaining  investment  properties consist of three
multi-family  apartment  complexes  and one retail  shopping  center.  While the
current estimated market values of certain of the remaining properties are below
the amounts paid for the  properties at the time of the  Partnership's  original
investments  in 1983 and 1984,  all of the  properties  currently have estimated
values  above  their  respective  outstanding  mortgage  debt  obligations.   As
previously  reported,  the  Partnership's  management  is focusing on  potential
disposition strategies for the remaining investment properties. As a result, the
Partnership  could be positioned  for a possible  liquidation  within the next 2
years.  There are no assurances,  however,  that the Partnership will be able to
achieve the sale of its remaining assets within this time frame.

      On June 23, 1998, the  Partnership  and its original  co-venture  partner,
JBG/Carriage Hill Village Limited Partnership, purchased the 50% interest of its
other co-venture  partner,  Signature  Carriage Hill Village  Apartments Limited
Partnership  ("Signature"),  in the Randallstown  Carriage Hill Associates Joint
Venture (the "Joint  Venture").  The Partnership had held a 40% interest and the
original  co-venture  partner had held a 10% interest in the Joint Venture prior
to this  transaction.  The Partnership  contributed  $4,048,000 and the original
co-venturer  contributed  $1,012,000  to  complete  the  purchase  of the  other
partner's  interest.  After the purchase,  the Partnership holds an 80% interest
and the original co-venture partner holds a 20% interest.

     On March 19, 1998, the  Partnership was notified by Signature that it would
be exercising the "buy/sell" provision in the Joint Venture agreement. Under the
terms of this  provision,  this  co-venturer,  which was  admitted  to the Joint
Venture as part of a 1988 restructuring  transaction,  had to propose a price at
which it would either purchase the other  partners'  interests in the Venture or
agree to the sale of its  interest  in the  Venture to the other  partners.  The
Partnership  and its  original  co-venture  partner in the  Carriage  Hill Joint
Venture had 45 days to decide whether to sell their  interests to the exercising
partner or acquire the interest of the exercising partner at the specified gross
sale  price for the  Venture's  assets of  approximately  $33.3  million.  At an
equivalent  gross  sale  price  of  $33.3  million,  the  net  proceeds  to  the
Partnership for the sale of its interest would have been approximately  $700,000
after  repayment of the  outstanding  first mortgage debt of $27.4 million,  the
exercising partner's preferred investment return of approximately $5 million and
the original  co-venturer's share of the proceeds of $200,000.  After a thorough
review and analysis,  the Partnership and the original  co-venturer notified the
exercising  partner on May 1, 1998 of their  decision  to buy its  interest  for
approximately  $5 million in cash and put up a  $300,000  deposit in  connection
with the pending  transaction in accordance  with the terms of the Joint Venture
agreement.  The  Partnership  obtained its 80% share of the needed $5 million by
executing a $4 million demand note to PaineWebber Capital, Inc., an affiliate of
the Managing  General Partner of the  Partnership.  The note bears interest at a
rate of 6.56% per annum.  The loan  proceeds  will be repaid upon the earlier to
occur of the sale of the  Greenbrier  Apartments  which,  as  discussed  further
below,  is  currently  under  contract  for sale at a price which will  generate
sufficient  proceeds  to  repay  the  loan,  or the  sale of the  Carriage  Hill
Apartments. Now that the Partnership and the original co-venturer have completed
the  acquisition  of the other  partner's  interest,  the parties  have begun to
explore  the  potential  for a  possible  near-term  sale of the  Carriage  Hill
property to a third-party. Management believes that such a sale will result in a
gross sale price of greater than $33.3 million.

      The  average  occupancy  level at the  Greenbrier  Apartments,  located in
Indianapolis,  Indiana,  was 89% for the  quarter  ended  June  30,  1998,  down
slightly  from 91% for the prior  quarter.  As  discussed  further in the Annual
Report, because the first mortgage loan secured by the Greenbrier Apartments was
scheduled  to mature on June 29, 1998,  the  Partnership  and its joint  venture
partner had begun to review both refinancing and sale  opportunities  during the
latter  part of fiscal  1997.  During  the first  quarter  of fiscal  1998,  the
Partnership and the co-venturer  agreed to initiate a marketing  program for the
possible sale of the property.  During the second  quarter,  the Partnership and
the  co-venturer  engaged  a  national  real  estate  brokerage  firm to  market
Greenbrier for sale. As part of the formal  marketing  campaign,  which began in
early  March,  the  property  was  marketed  extensively.  Sales  packages  were
distributed to national, regional, and local prospective purchasers. As a result
of these sales efforts, several offers were received.  Management then asked the
prospective purchasers to submit best and final offers.  Management subsequently
received  best and final  offers  from  five of the  prospective  buyers.  After
completing an  evaluation  of the final offers and the relative  strength of the
prospective  purchasers,  the Partnership and its co-venture partner selected an
offer and negotiated a purchase and sale agreement.  This prospective  buyer has
made a non-refundable deposit of $350,000, and, while there can be no assurances
that this transaction will be completed, management expects to close the sale of
Greenbrier by August 31, 1998.  Management  has also reached  agreement with the
existing  lender for a short-term  extension  of the maturity  date of the first
mortgage  loan secured by the  Greenbrier  property to coincide  with the actual
sale closing date.

     The average  occupancy level for the Seven Trails West Apartments,  located
in St.  Louis,  Missouri,  decreased to 92% for the quarter ended June 30, 1998,
from 94% in the prior quarter. The property's occupancy level remains comparable
to other  competitive  properties  in the  local  market.  In order to  maintain
occupancy  levels,  the property's  management team has been forced to match the
leasing  concessions  of its  competition by offering $100 off the first month's
rent. Nonetheless,  the property's leasing team did implement a 1.5% rental rate
increase in January 1998 on new leases being signed at the  property.  A further
increase of 1% was implemented in June 1998. As previously  reported,  there are
three  new  apartment  communities  with a total of 888  units  currently  being
developed approximately five miles from the Seven Trails West Apartments.  While
these  properties  are not expected to compete  directly with Seven Trails West,
the property's  management and leasing team is closely  monitoring their leasing
progress.  One property,  which will have 112 units,  began  pre-leasing in June
1998,  and another with 276 units was 70% leased and 50% occupied as of June 30,
1998.  Construction of the additional 500 units is underway; it is expected that
300 units will be  completed  in the spring of 1999 and the other 200 units will
be completed in the fall of 1999.  Because of the  improvements in the apartment
segment of the real  estate  market,  the  Partnership  believes  that it is the
appropriate time to take advantage of any potential sale  opportunities  for the
Seven Trails West  Apartments.  The Partnership has initiated  discussions  with
real estate firms in order to define potential marketing  strategies for selling
this property.

      Bell Plaza Shopping Center in Amarillo,  Texas,  remained 97% leased as of
June 30, 1998,  unchanged  from last quarter.  However,  two tenants that closed
their  operations in the Center in January  1997,  with leases  totalling  3,237
square feet, are no longer meeting their  contractual  rental  obligations.  The
property's management team is actively pursuing the available legal remedies for
the collection of all unpaid rent, but management  believes that the recovery of
any of the delinquent amounts is unlikely due to the poor financial condition of
both tenants.  The property's  leasing team is actively  negotiating a potential
lease for a portion of the  remaining  5,000 square feet of vacant space at Bell
Plaza.  Over the next year,  four leases  representing  a total of 24,020 square
feet will  expire.  The largest of the four,  a cinema  tenant,  has a June 1999
lease expiration and represents  15,050 square feet of this total. The prospects
for the renewal of this  significant  lease are  uncertain at the present  time.
Modifying the cinema space to accommodate another type of user could result in a
significant  amount of capital  improvement  costs.  In light of the  property's
current  leasing  status  and  the  uncertainty  regarding  the  cinema's  lease
expiration,  the Partnership has decided to renew efforts to sell the Bell Plaza
property in the near term.  As part of a plan to market the  property  for sale,
discussions  are being held with real estate  firms with a specialty  in selling
retail centers like Bell Plaza.

      At June 30,  1998,  the  Partnership  had cash  and  cash  equivalents  of
$2,834,000.  Such cash and cash  equivalents  will be  utilized  for the working
capital requirements of the Partnership and for future capital contributions, as
necessary,  related to the  Partnership's  joint ventures.  The source of future
liquidity  and  distributions  to the  partners  is  expected  to be  from  cash
generated by the Partnership's income-producing properties and from the proceeds
received from the sale or refinancing of such properties or from the sale of the
Partnership's  interests in the joint  ventures.  These sources of liquidity are
expected to be sufficient to meet the  Partnership's  needs on both a short-term
and long-term basis.

Results of Operations
Three Months Ended March 31, 1998
---------------------------------

     The Partnership  reported net income of $14,000 for the three-month  period
ended June 30, 1998, as compared to net income of $46,000 for the same period in
the prior year.  This decrease of $32,000 in net income is due to an increase in
the  Partnership's  operating  loss of $25,000  and a decrease  of $7,000 in the
Partnership's  share of  ventures'  income.  The  Partnership's  operating  loss
increased  primarily due to an increase in general and administrative  expenses.
General  and  administrative  expenses  increased  mainly due to an  increase in
certain required legal fees incurred in connection with the restructuring of the
Carriage Hill joint venture,  as discussed further above. In addition,  interest
expense  increased due to the $4,000,000 demand note obtained by the Partnership
for the  purchase  of the  co-venturer's  interest  in the  Carriage  Hill joint
venture.  The increases in general and administrative and interest expenses were
partially  offset  by an  increase  in  interest  and other  income of  $16,000.
Interest income was higher in the current  three-month period due to an increase
in the Partnership's average outstanding cash reserve balances.

      The Partnership's  share of ventures' income decreased slightly mainly due
to  an  increase  in  combined  property  operating  expenses  for  the  current
three-month  period.  Property operating expenses increased mainly due to higher
utilities  costs and  management fee expense at the Carriage Hill joint venture.
In addition,  utilities and general and administrative expenses increased at the
Seven Trails joint venture for the current  three-month  period. The increase in
combined  property  operating  expenses was  partially  offset by an increase in
rental income and expense recoveries. Rental revenues increased primarily due to
higher rental rates achieved at the Carriage Hill property.

Nine Months Ended March 31, 1998
--------------------------------

       The Partnership reported net income of $254,000 for the nine-month period
ended June 30,  1998,  as compared to net income of $113,000 for the same period
in the prior year.  This  increase in net income of $141,000 is primarily due to
an increase of $120,000 in the  Partnership's  share of  ventures'  income.  The
Partnership's  share of ventures'  income  increased  mainly due to decreases in
combined property  operating  expenses and interest expense.  Property operating
expenses  decreased  mainly due to a  reduction  in  utilities  and  advertising
expenses at the  Carriage  Hill joint  venture.  In  addition,  management  fees
declined  at  the   Greenbrier   and  Seven  Trails  joint  ventures  due  to  a
restructuring of the related management agreements which resulted in a reduction
in the  percentage  rate of gross  rents used to  calculate  the  monthly  fees.
Utilities  expense also  decreased at the  Greenbrier  joint  venture.  Interest
expense  decreased  due to the regular  principal  amortization  of the mortgage
loans encumbering three of four joint venture properties.

     A decrease of $21,000 in the Partnership's  operating loss also contributed
to  the  increase  in  net  income  for  the  current   nine-month  period.  The
Partnership's  operating loss improved  primarily due to an increase in interest
income of $78,000.  Interest income was higher in the current  nine-month period
due to an  increase  in  the  Partnership's  average  outstanding  cash  reserve
balances and due to interest  payments  received in the current period on a loan
from the Partnership to the Seven Trails joint venture. The increase in interest
income  was  partially  offset by an  increase  in  general  and  administrative
expenses of $57,000.  The  increase in general and  administrative  expenses was
caused  mainly by an  increase  in  certain  legal and other  professional  fees
incurred  in  connection  with the  restructuring  of the  Carriage  Hill  joint
venture, as discussed further above.  Interest expense also increased due to the
$4,000,000  demand note  obtained  by the  Partnership  for the  purchase of the
co-venturer's interest in the Carriage Hill joint venture.


<PAGE>


                                     PART II
                                Other Information



Item 1. Legal Proceedings     NONE

Item 2. through 5.            NONE

Item 6. Exhibits and Reports on Form 8-K

(a)  Exhibits: NONE

(b) Reports on Form 8-K:

     The  Partnership  filed a report on Form 8-K dated June 23, 1998  reporting
the  purchase  by the  Partnership  and its  original  co-venturer  of a  second
co-venturer's  interest  in the  Randallstown  Carriage  Hill  Associates  Joint
Venture. Such report is hereby incorporated herein by reference.



<PAGE>





          PAINE WEBBER INCOME PROPERTIES FIVE LIMITED PARTNERSHIP

                                   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.

                       PAINE WEBBER INCOME PROPERTIES FIVE
                               LIMITED PARTNERSHIP


                        By: FIFTH INCOME PROPERTIES FUND, INC.
                            ----------------------------------
                            Managing General Partner



                        By: /s/ Walter V. Arnold
                            --------------------
                            Walter V. Arnold
                            Senior Vice President and Chief
                            Financial Officer


Date:  August 14, 1998