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 MARCH 31, 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
                March 31, 1998 and September 30, 1997 (Unaudited)
                                 (In thousands)

                                     ASSETS

                                                   March 31    September 30
                                                   --------    ------------

Cash and cash equivalents                          $  2,497     $  2,165
                                                   ========     ========

                        LIABILITIES AND PARTNERS' DEFICIT

Losses in excess of investments and
  advances in joint ventures                       $  3,406     $  3,305
Accounts payable and accrued expenses                    38           47
Partners' deficit                                      (947)      (1,187)
                                                   --------     --------
                                                   $  2,497     $  2,165
                                                   ========     ========



                   STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
          For the six months ended March 31, 1998 and 1997 (Unaudited)
                                 (In thousands)


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

Balance at September 30, 1996                     $  (206)     $  (1,056)
Net income                                              1             66
                                                  -------      ---------
Balance at March 31, 1997                         $  (205)     $    (990)
                                                  =======      =========

Balance at September 30, 1997                     $  (205)     $    (982)
Net income                                              2            238
                                                  -------      ---------
Balance at March 31, 1998                         $  (203)     $    (744)
                                                  =======      =========



                             See accompanying notes.


<PAGE>


             PAINE WEBBER INCOME PROPERTIES FIVE LIMITED PARTNERSHIP

                            STATEMENTS OF OPERATIONS
     For the three and six months ended March 31, 1998 and 1997 (Unaudited)
                      (In thousands, except per Unit data)

                                   Three Months Ended    Six Months Ended
                                        March 31,           March 31,
                                   ------------------   -----------------
                                    1998       1997      1998       1997
                                    ----       ----      ----       ----

Revenues:
   Interest and other income      $   85     $   23     $  119    $    47

Expenses:
   General and administrative         50         49        117         91
                                  ------     ------     ------    -------

Operating income (loss)               35        (26)         2        (44)

Partnership's share of
   unconsolidated ventures' 
   income                            183         19        238        111
                                  ------     ------     ------    -------

Net income (loss)                 $  218     $   (7)    $  240    $    67
                                  ======     ======     ======    =======

Net income (loss) per 
  Limited Partnership Unit        $ 6.18     $(0.19)    $ 6.80    $  1.90
                                  ======     ======     ======    =======


   The above net income  (loss) 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 six months ended March 31, 1998 and 1997 (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
                                 (In thousands)

                                                      1998        1997
                                                      ----        ----
Cash flows from operating activities:
  Net income                                       $    240    $      67
  Adjustments to reconcile net income to
   net cash used in operating activities:
    Partnership's share of ventures' income            (238)        (111)
    Changes in assets and liabilities:
     Accounts payable and accrued expenses               (9)          (7)
                                                   --------    ---------
      Total adjustments                                (247)        (118)
                                                   --------    ---------
      Net cash used in operating activities              (7)         (51)

Cash flows from investing activities:
  Distributions from joint ventures                     348           65
  Additional investments in joint ventures               (9)         (14)
                                                   --------    ---------
      Net cash provided by investing activities         339           51
                                                   --------    ---------

Net increase in cash and cash equivalents               332            -

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

Cash and cash equivalents, end of period           $  2,497    $   1,739
                                                   ========    =========













                             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 March 31, 1998 and  September  30, 1997 and revenues and
expenses  for the three- and  six-month  periods  ended March 31, 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 six-month periods
ended March 31, 1998 and 1997 is $44,000 and $42,000, 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 six months
ended March 31, 1998 and 1997 is $3,000 and $2,000,  respectively,  representing
fees earned by an affiliate,  Mitchell Hutchins Institutional  Investors,  Inc.,
for managing the Partnership's cash assets.

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.
<PAGE>

      Summarized  operating  results of the joint ventures for the three and six
months ended March 31, 1998 and 1997 are as follows:

                    CONDENSED COMBINED SUMMARY OF OPERATIONS
           For the three and six months ended March 31, 1998 and 1997
                                 (in thousands)

                                Three Months Ended      Six Months Ended
                                     March 31,              March 31,
                                -----------------       ----------------
                                  1998     1997           1998     1997
                                  ----     ----           ----     ----

   Rental revenues and
     expense recoveries         $ 3,026   $2,941         $5,878   $5,952
   Interest and other income        199      149            339      305
                                -------   ------         ------   ------
                                  3,225    3,090          6,217    6,257

   Property operating expenses    1,140    1,352          2,316    2,601
   Interest expense               1,181    1,121          2,241    2,241
   Depreciation and 
     amortization                   679      669          1,376    1,339
                                -------   ------         ------   ------
                                  3,000    3,142          5,933    6,181
                                -------   ------         ------   ------
   Net income (loss)            $   225   $  (52)        $  284   $   76
                                =======   ======         ======   ======

   Net income (loss):
     Partnership's share of
       combined income (losses) $   183   $   19         $  238   $  111
     Co-venturers' share of
       combined income (losses)      42      (71)            46      (35)
                                -------   ------         ------   ------
                                $   225   $  (52)        $  284   $   76
                                =======   ======         ======   ======

<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 to
3 years. There are no assurances,  however, that the Partnership will be able to
achieve the sale of its remaining assets within this time frame.

      The  average  occupancy  level at the  Greenbrier  Apartments,  located in
Indianapolis,  Indiana,  remained at 91% for the quarter  ended March 31,  1998,
down slightly from 92% for the same period one year ago. As discussed further in
the Annual  Report,  because the first  mortgage loan secured by the  Greenbrier
Apartments  is  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 eight of the  prospective  buyers.  After
completing  an  evaluation  of the five  highest  final  offers and the relative
strength of the prospective purchasers,  an offer has been selected.  Management
is currently in the process of  negotiating a purchase and sale  agreement  with
this prospective  buyer and hopes to close on a sale transaction by the June 29,
1998 loan maturity date. However, since any sale transaction remains subject to,
among other things,  execution of a definitive  purchase and sale  agreement and
the  satisfactory  completion  of the  buyer's  due  diligence,  there can be no
assurances  that a sale  will be  successfully  completed.  While  pursuing  the
closing of this potential sale  transaction,  management will also work with the
existing lender for a potential short-term extension of the maturity date of the
first  mortgage  loan,  if  necessary,  to coincide with the actual sale closing
date.

      On March 19, 1998, the  Partnership  was notified by one of its co-venture
partners in the  Carriage  Hill joint  venture 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 be  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. In order to purchase the exercising partner's
interest,  the  Partnership and the original  co-venturer  would need to come up
with cash in the  amount of the  aforementioned  $5  million  value of the other
partner's  position.  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 this pending  transaction in accordance with
the terms of the joint  venture  agreement.  The  Partnership  and the  original
co-venture  partner now have an  additional  50 days to close this  transaction.
Once the  Partnership and the original  co-venturer  complete the acquisition of
the other partner's interest,  the parties would expect 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  would  result in a gross  sale  price of
greater than $33.3 million. The occupancy level at the Carriage Hill Apartments,
located in  Randallstown,  Maryland,  remained at 95% for the third  consecutive
quarter  compared  to 93% for the same period in the prior  year.  As  discussed
further in the Annual Report,  the fiscal 1995 refinancing of the first mortgage
loan secured by the Carriage Hill Apartments  reduced the venture's monthly debt
service  requirements and provided additional funds which have been used to make
improvements to the property.  These improvements included the conversion of the
gas  utilities to  individual  metering for each  apartment  unit.  In the past,
operating  results have been negatively  impacted by high utility costs incurred
during the winter season.  By transferring  the utility payments to the tenants,
the  property  management  company  sought  to  reduce  and  stabilize  property
operating  expenses.  This  conversion  was  completed  in fiscal  year 1996 and
greater than 90% of the residents  currently pay for their individual gas usage.
Until  recently,  residents  have had the option upon renewal of their leases to
lower their current  monthly  rental rate and begin paying their own gas bill or
to continue with  landlord-paid gas and accept a rental rate increase.  However,
in order to have all  residents  paying for  individual  gas usage by the end of
fiscal year 1998, any tenant with landlord-paid gas who renews their lease after
October 1, 1997 will now pay their own utility costs.

      The average occupancy level for the Seven Trails West Apartments,  located
in St. Louis,  Missouri,  increased to 94% for the quarter ended March 31, 1998,
from 92% the prior  quarter.  The  property's  occupancy  level is 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 on new leases being signed at the property in January 1998 and plans to
increase  rental rates an  additional  0.9% as of June 1998.  As a result of the
gradually improving market conditions,  the Seven Trails joint venture has begun
to produce  excess net cash flow for the first  time in  several  years.  In the
fourth  quarter of fiscal  1997,  the  Partnership  received a  distribution  of
$70,000  from the Seven Trails  joint  venture,  and during the six months ended
March 31, 1998 the Partnership  received another $173,000 from the joint venture
in the form of a distribution in the amount of $122,000 and an interest  payment
on a loan to the joint  venture of $51,000.  As previously  reported,  there are
four  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 with 112 units is expected to begin leasing in June 1998,
and another with 276 units has begun leasing,  which is expected to be completed
in September 1998.  Construction for 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 summer of 1999.

      Bell Plaza Shopping Center in Amarillo,  Texas,  remained 97% leased as of
March 31, 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.  During the current quarter,  the property's leasing team signed a
lease with a new tenant for approximately 1,500 square feet,  replacing the only
tenant that  vacated  during the quarter  ended March 31, 1998.  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.  Three  leases
totalling  9,000 square feet, or 6% of the Center's total leasable area, come up
for renewal during calendar year 1998. As previously  reported,  the Partnership
had been  exploring the potential for a sale of the Bell Plaza  Shopping  Center
property.  However,  based  on  discussions  with  local  and  regional  brokers
specializing in retail  properties,  the Partnership and its co-venture  partner
have  decided not to pursue a near-term  sale at this time.  In light of current
market  conditions,  both the Partnership  and the  co-venturer  believe that it
would be in their best interests to continue to work on improving the tenant mix
and cash flow of the property before pursuing sale strategies for Bell Plaza.

      At March  31,  1998,  the  Partnership  had cash and cash  equivalents  of
$2,497,000.  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.
<PAGE>

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

      The Partnership reported net income of $218,000 for the three-month period
ended March 31, 1998, as compared to a net loss of $7,000 for the same period in
the prior year.  This favorable  change of $225,000 in net operating  results is
primarily due to an increase of $164,000 in the Partnership's share of ventures'
income.  The  Partnership's  share of ventures' income increased mainly due to a
decrease  in property  operating  expenses  and an  increase in combined  rental
revenues.  Property  operating  expenses  decreased mainly due to a reduction in
utilities  and  advertising  expenses at the  Carriage  Hill joint  venture.  In
addition,  management  fees  decreased 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. Rental revenues increased primarily due to higher rental rates
achieved at the Seven Trails and Carriage Hill properties.

      A favorable change of $61,000 in the Partnership's operating income (loss)
also  contributed  to the  favorable  change in net  operating  results  for the
current three-month  period. The Partnership's  operating income (loss) improved
primarily due to an increase in interest  income.  Interest income was higher in
the current  three-month period due to an increase in the Partnership's  average
outstanding cash reserve balances and due to the interest  payments  received in
the current  period on a loan from the  Partnership  to the Seven  Trails  joint
venture.

Six Months Ended March 31, 1998
-------------------------------

       The Partnership  reported net income of $240,000 for the six-month period
ended March 31,  1998,  as compared to net income of $67,000 for the same period
in the prior year.  This  increase of $173,000 in net income is primarily due to
an increase of $127,000 in the  Partnership's  share of  ventures'  income.  The
Partnership's  share of ventures'  income  increased mainly due to a decrease in
property operating expenses. 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.

      A favorable change of $46,000 in the Partnership's operating income (loss)
also contributed to the favorable change in net income for the current six-month
period.  The Partnership's  operating income (loss) improved primarily due to an
increase in interest income. Interest income was higher in the current six-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  which was caused  mainly by an  increase  in  certain  legal and other
professional fees.


<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:

     No reports on Form 8-K have been filed by the registrant during the quarter
for which this report is filed.



<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:  May 13, 1998