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 QUARTER ENDED JUNE 30, 1999

                                    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, 1999 and September 30, 1998 (Unaudited)
                                 (In thousands)

                                     ASSETS

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

Investments in joint ventures, at equity           $      -    $   1,507
Cash and cash equivalents                             1,125       13,867
Accounts receivable - affiliates                          -          345
                                                   --------    ---------
                                                   $  1,125    $  15,719
                                                   ========    =========

                        LIABILITIES AND PARTNERS' CAPITAL

Losses of joint venture in excess of
 investments and advances                          $    143    $       -
Accounts payable - affiliates                             -          878
Accounts payable and accrued expenses                    33           72
Partners' capital                                       949       14,769
                                                   --------    ---------
                                                   $  1,125    $  15,719
                                                   ========    =========


              STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
          For the nine months ended June 30, 1999 and 1998 (Unaudited)
                                 (In thousands)


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

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

Balance at September 30, 1998                      $  (45)     $  14,814
Cash distributions                                      -        (15,019)
Net income                                             12          1,187
                                                   ------      ---------
Balance at June 30, 1999                           $  (33)     $     982
                                                   ======      =========




                             See accompanying notes.


<PAGE>


             PAINE WEBBER INCOME PROPERTIES FIVE LIMITED PARTNERSHIP

                              STATEMENTS OF INCOME
     For the three and nine months ended June 30, 1999 and 1998 (Unaudited)
                      (In thousands, except per Unit data)

                                  Three Months Ended       Nine Months Ended
                                       June 30,                 June 30,
                                  ------------------       ------------------
                                   1999         1998        1999        1998
                                   ----         ----        ----        ----

Revenues:
   Interest and other income       $   54    $   40        $   328     $   159

Expenses:
   Interest expense                     -        10              -          10
   General and administrative          53       125            224         242
                                  -------    ------        -------     -------
                                       53       135            224         252
                                  -------    ------        -------     -------

Operating income (loss)                 1       (95)           104         (93)

Partnership's share of gain
  on sale of operating
  investment property                 968         -            968           -

Partnership's share of
  ventures' income (losses)          (118)      109            127         347
                                  -------    ------        -------     -------

Net income                        $   851    $   14        $ 1,199     $   254
                                  =======    ======        =======     =======

Net income per Limited
 Partnership Unit                 $ 24.12    $ 0.40        $ 33.98     $  7.20
                                  =======    ======        =======     =======

Cash distributions per
 Limited Partnership Unit         $ 90.00    $    -        $430.00     $     -
                                  =======    ======        =======     ========

      The above net income and cash  distributions per Limited  Partnership Unit
are 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, 1999 and 1998 (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
                                 (In thousands)



                                                            1999         1998
                                                            ----         ----
Cash flows from operating activities:
  Net income                                             $   1,199      $   254
  Adjustments to reconcile net income to
   net cash used in operating activities:
     Interest on note payable to affiliate                       -           10
     Partnership's share of gain on sale of operating
       investment property                                    (968)           -
     Partnership's share of ventures' income                  (127)        (347)
     Changes in assets and liabilities:
      Accounts receivable - affiliates                         345            -
      Accounts payable - affiliates                           (878)           -
      Accounts payable and accrued expenses                    (39)          14
                                                         ---------      -------
         Total adjustments                                  (1,667)        (323)
                                                         ---------      -------
         Net cash used in operating activities                (468)         (69)
                                                         ---------      -------

Cash flows from investing activities:
  Distributions from joint ventures                          2,745          794
  Additional investments in joint ventures                       -       (4,056)
                                                         ---------      -------
         Net cash provided by (used in) investing
           activities                                        2,745       (3,262)
                                                         ---------      -------

Cash flows from financing activities:
  Proceeds from note payable to affiliate                        -        4,000
  Distributions to partners                                (15,019)           -
                                                         ---------      -------
         Net cash (used in) provided by financing
           activities                                      (15,019)       4,000
                                                         ---------      -------

Net (decrease) increase in cash and cash equivalents       (12,742)         669

Cash and cash equivalents, beginning of period              13,867        2,165
                                                         ---------      -------

Cash and cash equivalents, end of period                 $   1,125      $ 2,834
                                                         =========      =======




                             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,  1998.  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, 1999 and  September  30, 1998 and  revenues and
expenses  for the three- and  nine-month  periods  ended June 30, 1999 and 1998.
Actual results could differ from the estimates and assumptions used.

      The Partnership is currently focusing on potential disposition  strategies
for the remaining  investment in its  portfolio.  Although no assurances  can be
given,  it is  currently  contemplated  that a sale of the  Partnership's  Seven
Trails  investment is expected to be completed by the end of calendar year 1999.
A sale of the remaining property would be followed by an orderly  liquidation of
the Partnership.

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

      Included in general and administrative  expenses for the nine months ended
June 30,  1999 and  1998 is  $68,000  and  $76,000,  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 the nine months
ended June 30, 1999 and 1998 is $10,000 and $5,000,  respectively,  representing
fees earned by an affiliate,  Mitchell Hutchins Institutional  Investors,  Inc.,
for managing the Partnership's cash assets.

      Accounts  receivable - affiliates  at September 30, 1998  represented  the
Partnership's  remaining  share of the net sale proceeds and operating cash flow
to be  received  from  Greenbrier  Associates  subsequent  to  the  sale  of the
Greenbrier  Apartments (see Note 3). Such amount was received during the quarter
ended  December 31, 1998.  Accounts  payable - affiliates  at September 30, 1998
represented  the  co-venturer's  remaining share of the net sales proceeds to be
distributed from the sale of the Carriage Hill Village  Apartments and adjoining
land. Such amount was distributed during the quarter ended December 31, 1998.

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

      The  Partnership  has an  investment in one joint venture at June 30, 1999
(four at June 30, 1998) which owns an operating property 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 September 10, 1998, Greenbrier Associates, a joint venture in which the
Partnership  had an interest,  sold the property known as Greenbrier  Apartments
located in Indianapolis,  Indiana,  to an unrelated third party for $11,850,000.
The  Partnership  received  net  proceeds  of  approximately   $5,498,000  after
deducting closing costs of approximately $119,000, closing proration adjustments
of approximately  $424,000, the repayment of the existing first mortgage loan of
$5,400,000 and related accrued interest of  approximately  $26,000 and a payment
of approximately $383,000 to the Partnership's  co-venture partner for its share
of the sales  proceeds in  accordance  with the joint  venture  agreement.  As a
result of the sale of the Greenbrier Apartments,  the Partnership made a special
distribution  of  $100  per  original  $1,000   investment,   or   approximately
$3,493,000,  on October 1, 1998 to unitholders of record as of the September 10,
1998 sale date.  The  remaining  net  proceeds  from the sale of  Greenbrier  of
approximately  $2,005,000,  along  with  an  amount  of the  Partnership's  cash
reserves,  were  used  to  help  pay  off a  $4,000,000  demand  loan  that  the
Partnership  had obtained from  PaineWebber  Capital,  Inc., an affiliate of the
Managing General Partner, as discussed below.

      On September 21, 1998, Randallstown Carriage Hill Associates and Signature
Partners  LLC,  a joint  venture  and a limited  liability  company in which the
Partnership  had  interests,  sold the property  known as Carriage  Hill Village
Apartments  and adjoining  land located in  Randallstown,  Maryland to unrelated
third  parties  for an  aggregate  sale price of  $37,350,000.  The  Partnership
received net proceeds of approximately  $8,481,000 after the receipt of a credit
of $1,168,000  for property  adjustments  and escrows held by the  Department of
Housing and Urban  Development (HUD) for tenant security  deposits,  real estate
taxes, property insurance and replacement reserves,  and after deducting closing
costs of approximately  $757,000,  the assumption of the existing first mortgage
loan  of  $27,298,000  and  a  payment  of   approximately   $1,982,000  to  the
Partnership's  co-venture  partner  for  its  share  of the  sales  proceeds  in
accordance with the joint venture  agreement.  Of the total proceeds received by
the  Partnership,  $4 million  represented a reimbursement  of funds  originally
advanced to buy out the selling  co-venture  partner's  interest in the Carriage
Hill joint venture on June 23, 1998. The Partnership had borrowed the $4 million
required  to  complete  the buyout of the  selling  partner's  interest  from an
affiliate of the Managing General Partner. The $4 million related party loan was
repaid  on  September  11,  1998 from a  combination  of cash  reserves  and the
Partnership's  share  of the  net  proceeds  from  the  sale  of the  Greenbrier
Apartments as discussed  further above.  On February 18, 1999,  the  Partnership
received  final  documentation  from HUD for the  assumption of the  HUD-insured
first mortgage loan by the buyer of the Carriage Hill property.  As a result,  a
special capital  distribution was sent to the Limited Partners on March 15, 1999
from  the  sale  of the  Carriage  Hill  Village  Apartments  in the  amount  of
approximately $8,383,000, or $240 per original $1,000 investment.

      On June 14, 1999,  Amarillo Bell Associates,  a joint venture in which the
Partnership had an interest, sold the Bell Plaza Shopping Center to an unrelated
third party for a net price of $6,600,000.  The Partnership received proceeds of
$2,140,000  after the  assumption  of the  outstanding  first  mortgage  loan of
$3,113,000,  closing  costs  and  proration  adjustments  of  $171,000,  and the
co-venture  partner's  share of the proceeds of  $1,176,000.  In  addition,  the
Partnership  received $117,000 upon the liquidation of the joint venture,  which
represented its share of the net cash flow from  operations  through the date of
the sale.  The net proceeds  received by the  Partnership  from the sale of Bell
Plaza were distributed to the Limited Partners as part of a Special Distribution
of $3,143,520,  or $90 per original $1,000 investment,  paid on June 28, 1999 to
unitholders  of record  as of the June 14,  1999 sale  date.  Of the $90  total,
$61.27 represented net proceeds from the sale of the Bell Plaza Shopping Center,
$6.84  represented  cash flow  from Bell  Plaza's  fiscal  year 1999  operations
through  the date of sale and  $21.89  represented  Partnership  reserves  which
exceeded future requirements.

      The following  condensed  combined summary of operations for the three and
nine months ended June 30, 1999 includes the operating  results of the remaining
joint venture,  which owns the Seven Trails West  Apartments,  and the operating
results of the Bell Plaza  Shopping  Center  through  the date of sale (June 14,
1999).  The  condensed  combined  summary of  operations  for the three and nine
months  ended June 30, 1998  includes  the  operating  results of all four joint
ventures referred to above:

                    CONDENSED COMBINED SUMMARY OF OPERATIONS
           For the three and nine months ended June 30, 1999 and 1998
                                 (in thousands)

                                    Three Months Ended       Nine Months Ended
                                          June 30,                June 30,
                                    ------------------       ------------------
                                      1999       1998          1999      1998
                                      ----       ----          ----      ----
   Rental revenues and expense
      recoveries                    $ 1,110    $ 2,998       $ 3,667    $ 8,876
   Interest and other income             48        174           181        513
                                    -------    -------       -------    -------
                                      1,158      3,172         3,848      9,389

   Property operating expenses          562      1,301         1,484      3,617
   Interest expense                     449      1,016         1,255      3,257
   Depreciation and amortization        466        687         1,118      2,063
                                    -------    -------       -------    -------
                                      1,477      3,004         3,857      8,937
                                    -------    -------       -------    -------
   Operating income (loss)             (319)       168            (9)       452

   Gain on sale of operating
     investment property                905          -           905          -
                                    -------    -------       -------    -------
   Net income                       $   586    $   168       $   896    $   452
                                    =======    =======       =======    =======

   Net income:
     Partnership's share of
       combined income              $   550    $   109       $   795    $   347
     Co-venturers' share of
       combined income                   36         59           101        105
                                    -------    -------       -------    -------
                                    $   586    $   168       $   896    $   452
                                    =======    =======       =======    =======
<PAGE>

      The  Partnership's  share of the combined  income of the joint ventures is
presented as follows on the accompanying statements of income (in thousands):

                                    Three Months Ended       Nine Months Ended
                                          June 30,                June 30,
                                    ------------------       ------------------
                                      1999       1998          1999      1998
                                      ----       ----          ----      ----

      Partnership's share of
        ventures' income
        (losses)                    $  (118)   $   109       $   127    $   347
      Partnership's share of
        gain on sale of
        operating investment
        property                        668          -           668          -
                                    -------    -------       -------    -------
                                    $   550    $   109       $   795    $   347
                                    =======    =======       =======    =======

      In addition to the  Partnership's  share of gain from the sale of the Bell
Plaza Shopping  Center of $668,000  recognized in fiscal 1999,  the  Partnership
recovered a $300,000  allowance for possible  investment  loss on the Bell Plaza
investment  which  increased  the  total  gain  on the  sale of its  Bell  Plaza
investment to $968,000.


<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, 1998 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
-------------------------------

      Subsequent  to the third  quarter  of fiscal  1999 sale of the Bell  Plaza
Shopping  Center and the fourth  quarter of fiscal 1998 sales of the  Greenbrier
and Carriage Hill apartment properties,  the Partnership's  remaining investment
property is a  multi-family  apartment  complex  known as the Seven  Trails West
Apartments,  located  in  St.  Louis,  Missouri.  As  previously  reported,  the
Partnership  has been  focusing  on  potential  disposition  strategies  for the
remaining  investment in its portfolio.  Although no assurances can be given, it
is  currently  contemplated  that  a  sale  of the  Partnership's  Seven  Trails
investment  could be completed by the end of calendar year 1999. The sale of the
remaining  property  would  be  followed  by  an  orderly   liquidation  of  the
Partnership.

      On June 14, 1999,  Amarillo Bell Associates,  a joint venture in which the
Partnership had an interest, sold the Bell Plaza Shopping Center to an unrelated
third party for a net price of $6,600,000.  The Partnership received proceeds of
$2,140,000  after the  assumption  of the  outstanding  first  mortgage  loan of
$3,113,000,  closing  costs  and  proration  adjustments  of  $171,000,  and the
co-venture  partner's  share of the proceeds of  $1,176,000.  In  addition,  the
Partnership  received $117,000 upon the liquidation of the joint venture,  which
represented its share of the net cash flow from  operations  through the date of
the sale.  The net proceeds  received by the  Partnership  from the sale of Bell
Plaza were distributed to the Limited Partners as part of a Special Distribution
of $3,143,520,  or $90 per original $1,000 investment,  paid on June 28, 1999 to
unitholders  of record  as of the June 14,  1999 sale  date.  Of the $90  total,
$61.27 represented net proceeds from the sale of the Bell Plaza Shopping Center,
$6.84  represented  cash flow  from Bell  Plaza's  fiscal  year 1999  operations
through  the date of sale and  $21.89  represented  Partnership  reserves  which
exceeded future requirements.

      On September 10, 1998, Greenbrier Associates, a joint venture in which the
Partnership  had an interest,  sold the property known as Greenbrier  Apartments
located in Indianapolis,  Indiana,  to an unrelated third party for $11,850,000.
The  Partnership  received  net  proceeds  of  approximately   $5,498,000  after
deducting closing costs of approximately $119,000, closing proration adjustments
of approximately  $424,000, the repayment of the existing first mortgage loan of
$5,400,000 and related accrued interest of  approximately  $26,000 and a payment
of approximately $383,000 to the Partnership's  co-venture partner for its share
of the sales proceeds in accordance  with the joint venture  agreement.  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 1998, 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. As a result of the sale of the Greenbrier Apartments, the Partnership
made  a  special  distribution  of  $100  per  original  $1,000  investment,  or
approximately  $3,493,000, on October 1, 1998 to unitholders of record as of the
September  10,  1998 sale date.  The  remaining  net  proceeds  from the sale of
Greenbrier,   of  approximately   $2,005,000,   along  with  an  amount  of  the
Partnership's cash reserves,  were used to help pay off a $4,000,000 demand loan
that the Partnership had obtained from PaineWebber  Capital,  Inc., an affiliate
of the Managing General Partner, as discussed below.

      On September 21, 1998, Randallstown Carriage Hill Associates and Signature
Partners  LLC,  a joint  venture  and a limited  liability  company in which the
Partnership  had  interests,  sold the property  known as Carriage  Hill Village
Apartments  and adjoining  land located in  Randallstown,  Maryland to unrelated
third  parties  for an  aggregate  sale price of  $37,350,000.  The  Partnership
received net proceeds of approximately  $8,481,000 after the receipt of a credit
of $1,168,000  for property  adjustments  and escrows held by the  Department of
Housing and Urban  Development (HUD) for tenant security  deposits,  real estate
taxes, property insurance and replacement reserves,  and after deducting closing
costs of approximately  $757,000,  the assumption of the existing first mortgage
loan  of  $27,298,000  and  a  payment  of   approximately   $1,982,000  to  the
Partnership's  co-venture  partner  for  its  share  of the  sales  proceeds  in
accordance with the joint venture  agreement.  Of the total proceeds received by
the  Partnership,  $4 million  represented a reimbursement  of funds  originally
advanced to buy out the selling  co-venture  partner's  interest in the Carriage
Hill joint venture on June 23, 1998. The Partnership had borrowed the $4 million
required  to  complete  the buyout of the  selling  partner's  interest  from an
affiliate of the Managing General Partner. The $4 million related party loan was
repaid  on  September  11,  1998 from a  combination  of cash  reserves  and the
Partnership's  share  of the  net  proceeds  from  the  sale  of the  Greenbrier
Apartments, as discussed further above.

      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 held an 80% interest and the original  co-venture partner held 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 the assumption 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.

      Because  the  Partnership  believed  that  improvements  in the  apartment
segment of the real  estate  market  would  allow the  Partnership  to achieve a
higher net sale price now than may be possible in the  future,  the  Partnership
and its remaining  co-venture partner held discussions  concerning the near-term
sale of the Carriage Hill Village  Apartments  immediately  after completing the
purchase  of the selling  partner's  interest  in June 1998.  Subsequently,  the
Partnership and its co-venture partner selected a national real estate firm with
a strong background in selling apartments.  Preliminary sale materials were then
finalized  and  extensive  sale efforts  began in late June 1998. As a result of
those efforts,  ten offers were received.  After completing an evaluation of the
offers and the relative strength of the prospective purchasers,  the Partnership
and its co-venture  partner  selected an offer. On July 24, 1998, a purchase and
sale agreement was signed and a  non-refundable  deposit of $100,000 was made by
the  prospective  purchasers.  The Carriage Hill sale allowed the Partnership to
return  approximately  $3.7  million  more in net  sale  proceeds  and  property
escrows, after the repayment of the $4,000,000 buyout advance, than the $700,000
the Partnership  would have received had it not acquired the selling  co-venture
partner's  interest.  On February  18,  1999,  the  Partnership  received  final
documentation from HUD for the assumption of the HUD-insured first mortgage loan
by the buyer of the  Carriage  Hill  property.  As a result,  a special  capital
distribution was sent to the Limited Partners on March 15, 1999 from the sale of
the Carriage Hill Village Apartments in the amount of approximately  $8,383,000,
or $240 per original $1,000 investment.

     The occupancy level for the Seven Trails West  Apartments  averaged 95% for
the quarter ended June 30, 1999. The Partnership and its Seven Trails co-venture
partner held  discussions  during the fourth  quarter of fiscal 1998  concerning
potential  opportunities  for a  near-term  sale of this  532-unit  multi-family
apartment complex,  and agreed to market the property for sale. During the first
quarter of fiscal 1999, the Partnership and its joint venture partner selected a
local brokerage firm with a strong background in selling apartment properties in
the St. Louis area. Preliminary sales materials were prepared and extensive sale
efforts  began in late  November  1998.  The  property was marketed to national,
regional and local buyers of apartment properties. As a result of those efforts,
over 20 offers were received and 13 prospective  purchasers  were then requested
to submit best and final offers.  These  prospective  buyers  submitted best and
final  offers,  all of which  were in excess  of the  property's  1997  year-end
appraised value. After completing an evaluation of these offers and the relative
strength of the  prospective  purchasers,  the  Partnership  and its  co-venture
partner  selected an offer.  A purchase and sale  agreement was signed with this
prospective  buyer on March 21, 1999.  However,  a sale transaction could not be
completed as the prospective  buyer could not obtain the necessary  financing to
complete the purchase.  The Partnership and its co-venture partner  subsequently
renewed  discussions  with the other  interested  bidders  and, on May 12, 1999,
negotiated  a  purchase  and sale  agreement  with one of  these  parties.  This
prospective  buyer  completed  its  due  diligence  work  in  July  and  made  a
non-refudable deposit of $750,000.  The sale transaction is expected to close by
September 15, 1999.  However,  since this sale remains  contingent upon   formal
approval by the mortgage lender of the loan assumption and the buyer  fulfilling
its  obligations  under the sale contract,  there are no assurances  that a sale
transaction will be completed.

     At June  30,  1999,  the  Partnership  had cash  and  cash  equivalents  of
$1,125,000.  Such cash and cash  equivalents  will be  utilized  for the working
capital requirements of the Partnership and for future capital contributions, if
necessary,  related to the Partnership's  remaining joint venture. The source of
future  liquidity and  distributions to the partners is expected to be from cash
generated by the Partnership's  income-producing  property and from the proceeds
received from the sale or  refinancing  of this property or from the sale of the
Partnership's  interest in the joint  venture.  These  sources of liquidity  are
expected to be sufficient to meet the  Partnership's  needs on both a short-term
and long-term basis.

      As noted above, the Partnership  expects to be liquidated prior to the end
of calendar year 1999.  Notwithstanding  this, the Partnership  believes that it
has made all necessary  modifications  to its existing systems to make them year
2000 compliant and does not expect that  additional  costs  associated with year
2000  compliance,  if any,  will be  material  to the  Partnership's  results of
operations or financial position.

Results of Operations
Three Months Ended June 30, 1999
--------------------------------

      The Partnership reported net income of $851,000 for the three months ended
June 30,  1999,  as compared to net income of $14,000 for the same period in the
prior year.  This  increase in net income of $837,000 was  primarily  due to the
Partnership's  share of the gain recognized in the current period on the sale of
the Bell Plaza  Shopping  Center of $968,000,  which  included the recovery of a
$300,000  allowance for possible  investment  loss on the Bell Plaza  investment
which had been  recorded  in fiscal  1990.  In  addition,  there was a favorable
change of $96,000 in the  Partnership's  operating income (loss) for the current
three-month  period.  The  favorable  change  of  $96,000  in the  Partnership's
operating  income  (loss) was  mainly  the  result of a  decrease  of $82,000 in
general and administrative  expenses. The decrease in general and administrative
expenses was primarily due to a decrease in certain required  professional fees.
In  addition,  interest  and other  income  increased by $14,000 for the current
three-month  period.  Interest  income for the  current  three-month  period was
higher due to an increase in the Partnership's  average outstanding cash reserve
balances as a result of the sale of the Bell Plaza property on June 14, 1999 and
the temporary  investment of the net sale proceeds  pending the  distribution to
the Limited Partners which was paid on June 28, 1999.

      The Partnership's  share of gain on sale of operating  investment property
and the  favorable  change in the  Partnership's  operating  income  (loss) were
partially  offset  by an  unfavorable  change  in  the  Partnership's  share  of
ventures'   income  (losses)  of  $227,000.   The  unfavorable   change  in  the
Partnership's  share of ventures'  income (losses) was mainly due to the sale of
the three joint venture  investments  discussed  further above, all of which had
net income during the same period in the prior year. In addition, total expenses
increased at the Bell Plaza joint venture during the current period (through the
date of sale) due to the write-off of deferred leasing commissions in connection
with the sale  transaction.  Net income increased by $41,000 at the Seven Trails
joint venture during the current three-month period mainly due to an increase in
rental income.

Nine Months Ended June 30, 1999
-------------------------------

     The Partnership reported net income of $1,199,000 for the nine months ended
June 30, 1999,  as compared to net income of $254,000 for the same period in the
prior year.  This  increase in net income of $945,000 was  primarily  due to the
Partnership's  share of the gain recognized in the current period on the sale of
the Bell Plaza  Shopping  Center of $968,000,  which  included the recovery of a
$300,000  allowance for possible  investment  loss on the Bell Plaza  investment
which had been  recorded  in fiscal  1990.  In  addition,  there was a favorable
change of $197,000 in the Partnership's  operating income (loss) for the current
nine-month  period.  The favorable change in the Partnership's  operating income
(loss) was mainly due to an increase in  interest  and other  income of $169,000
and a decrease in general  and  administrative  expenses  of  $18,000.  Interest
income was higher due to an increase in the  Partnership's  average  outstanding
cash  reserve  balances  as a result  of the  sale of the  three  joint  venture
investments discussed further above and the temporary investment of the net sale
proceeds pending the distributions which were made to the Limited Partners.  The
decrease in general and administrative  expenses was primarily due to a decrease
in certain required professional fees.

      The Partnership's  share of gain on sale of operating  investment property
and the  favorable  change in the  Partnership's  operating  income  (loss) were
partially offset by a decrease in the Partnership's share of ventures' income of
$220,000. The decrease in the Partnership's share of venture's income was mainly
due to the sale of the three joint venture investments  discussed further above,
all of which  had net  income  during  the same  period in the  prior  year.  In
addition,  total  expenses  increased at the Bell Plaza joint venture during the
current  period  (through  the date of sale) due to the  write-off  of  deferred
leasing  commissions  in  connection  with  the  sale  transaction.  Net  income
increased by $105,000 at the Seven  Trails  joint  venture due to an increase in
rental income.




<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:

     A Current  Report  on Form 8-K dated  June 14,  1999 was filed  during  the
current  quarter to report the sale of the Bell Plaza Shopping  Center  property
and 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 10, 1999