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 DECEMBER 31, 1997

                                       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
              December 31, 1997 and September 30, 1997 (Unaudited)
                                 (In thousands)

                                     ASSETS

                                                 December 31   September 30
                                                 -----------   ------------

Cash and cash equivalents                          $  2,447     $  2,165
                                                   ========     ========

                        LIABILITIES AND PARTNERS' DEFICIT

Losses in excess of investments and
  advances in joint ventures                       $  3,562     $  3,305
Accounts payable and accrued expenses                    50           47
Partners' deficit                                    (1,165)      (1,187)
                                                   --------     --------
                                                   $  2,447     $  2,165
                                                   ========     ========



                   STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
       For the three months ended December 31, 1997 and 1996 (Unaudited)
                                 (In thousands)


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

Balance at September 30, 1996                     $  (206)     $  (1,056)
Net income                                              1             73
                                                  -------      ---------
Balance at December 31, 1996                      $  (205)     $    (983)
                                                  =======      =========

Balance at September 30, 1997                     $  (205)     $    (982)
Net income                                              1             21
                                                  -------      ---------
Balance at December 31, 1997                      $  (204)     $    (961)
                                                  =======      =========



                             See accompanying notes.


<PAGE>


             PAINE WEBBER INCOME PROPERTIES FIVE LIMITED PARTNERSHIP

                            STATEMENTS OF OPERATIONS
        For the three months ended December 31, 1997 and 1996 (Unaudited)
                      (In thousands, except per Unit data)

                                                1997              1996
                                                ----              ----

Revenues:
   Interest and other income                   $   34            $   24

Expenses:
   General and administrative                      67                42
                                               ------            ------

Operating loss                                    (33)              (18)
 
Partnership's share of ventures' income            55                92
                                               ------            ------

Net income                                     $   22            $   74
                                               ======            ======

Net income per Limited Partnership Unit        $ 0.61            $ 2.09
                                               ======            ======

   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 three months ended December 31, 1997 and 1996 (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
                                 (In thousands)


                                                             1997      1996
                                                             ----      ----
Cash flows from operating activities:
  Net income                                              $    22     $    74
  Adjustments to reconcile net income to
   net cash used in operating activities:
    Partnership's share of ventures' income                   (55)        (92)
    Changes in assets and liabilities:
     Accounts payable and accrued expenses                      3           2
                                                          -------     -------
      Total adjustments                                       (52)        (90)
                                                          -------     -------
      Net cash used in operating activities                   (30)        (16)

Cash flows from investing activities:
  Distributions from joint ventures                           312           -
                                                          -------     -------

Net increase (decrease) in cash and cash equivalents          282         (16)

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

Cash and cash equivalents, end of period                  $ 2,447     $ 1,723
                                                          =======     =======













                             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 December 31, 1997 and September 30, 1997 and revenues and
expenses for the  three-month  periods ended December 31, 1997 and 1996.  Actual
results could differ from the estimates and assumptions used.

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

      Included  in  general  and  administrative  expenses  for the  three-month
periods ended  December 31, 1997 and 1996 is $22,000 and $21,000,  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 three months
ended   December  31,  1997  and  1996  is  $1,000  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.

      Summarized  operating  results of the joint  ventures for the three months
ended December 31, 1997 and 1996 are as follows:

                    CONDENSED COMBINED SUMMARY OF OPERATIONS
              For the three months ended December 31, 1997 and 1996
                                 (in thousands)

                                             1997             1996
                                             ----             ----
      Revenues:
        Rental revenues and
          expense recoveries              $  2,852          $  2,962
        Interest and other income              140               205
                                          --------          --------
                                             2,992             3,167
      Expenses:
        Property operating expenses          1,176             1,249
        Interest expense                     1,060             1,120
        Depreciation and amortization          697               670
                                          --------          --------
                                             2,933             3,039
                                          --------          --------
      Net income                          $     59          $    128
                                          ========          ========

      Net income:
        Partnership's share of
          combined net income             $    55           $    92
        Co-venturers' share of
          combined net income                   4                36
                                          -------           -------
                                          $    59           $   128
                                          =======           =======

<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 for the  Greenbrier  Apartments,  located in
Indianapolis,  Indiana, was 91% for the quarter ended December 31, 1997, up from
87% for the prior quarter and down from 94% 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 have begun to review both  refinancing
and sale opportunities. 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. Subsequent to the end of the first quarter, the Partnership and
the  co-venturer  engaged  a  national  real  estate  brokerage  firm to  market
Greenbrier for sale. The formal marketing campaign is expected to begin in early
March.  If  satisfactory  offers to purchase  the  property  are  received,  the
Partnership  would expect to sell the  Greenbrier  investment.  Should the joint
venture be unable to obtain a satisfactory sale price, the venture would proceed
with the  refinancing  of the  outstanding  first mortgage  loan.  While,  given
current market conditions,  management is optimistic regarding the prospects for
refinancing  the  venture's  $5.4  million  first  mortgage  loan,  there are no
assurances that either a sale or refinancing will be completed.

      The average occupancy level for the Seven Trails West Apartments,  located
in St.  Louis,  Missouri,  was 92% for the  quarter  ended  December  31,  1997,
unchanged  from the prior quarter and down slightly from the 93% average for the
same period one year ago. The property's  occupancy level is comparable to other
competitive  properties in the local market. As previously reported, in order to
improve the property's competitive position excess cash flow is being reinvested
in property  improvements.  In addition to the  replacement of carpeting,  vinyl
flooring,  and appliances in units as needed,  exterior repairs and enhancements
continue to be made to upgrade the  appearance of the property as a whole.  As a
result of these ongoing improvements, higher than expected rental rate increases
have been implemented at the property. Further rental rate increases are planned
for fiscal  year 1998.  As a result of these  rental rate  increases,  the Seven
Trails joint  venture has begun to produce  excess net cash flow.  In the fourth
quarter of fiscal 1997, the Partnership  received a distribution of $70,000 from
the Seven Trails joint  venture,  and during the quarter ended December 31, 1997
the Partnership received another distribution of approximately $173,000.

      The  occupancy  level  at  the  Carriage  Hill   Apartments,   located  in
Randallstown,  Maryland,  averaged 95% for the quarter ended  December 31, 1997,
unchanged  from the prior  quarter  and 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 property's
leasing team continues to offer  prospective  residents the option of renting an
updated  apartment unit. So far, 26 units have been updated and leased at higher
rental rates.  These 26 apartment units are priced at an additional monthly rent
of $75 per  apartment,  which is an average  increase  in excess of 10% over the
prior rental rate.

      Bell  Plaza  Shopping  Center in  Amarillo,  Texas,  was 98%  leased as of
December 31, 1997,  down slightly from 99% 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.  As a result,  the property's  management team is actively pursuing
the available  legal remedies for the collection of all unpaid rent.  Subsequent
to the quarter-end, the property's leasing team signed a lease with a new tenant
for  approximately  1,500  square  feet,  replacing  the only tenant who vacated
during the quarter  ended  December 31,  1997.  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 December 31, 1997,  the  Partnership  had cash and cash  equivalents of
$2,447,000.  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 December 31, 1997
------------------------------------

      The Partnership  reported net income of $22,000 for the three-month period
ended  December  31,  1997,  as  compared  to net income of $74,000 for the same
period in the prior year.  This  unfavorable  change of $52,000 in net operating
results is primarily due to a decrease of $37,000 in the Partnership's  share of
ventures' income.  The Partnership's  share of ventures' income decreased mainly
due to a reduction in combined  rental  revenues  which was partially  offset by
lower  property  operating  expenses  and  interest  expense.   Rental  revenues
decreased  partly due to lower average  occupancy  levels at the  Greenbrier and
Seven Trails  properties  and the lower average  leasing level at the Bell Plaza
Shopping  Center for the current quarter when compared to the same period in the
prior  year.  In  addition,  rental  revenues  were lower at the  Carriage  Hill
property in the current  three-month  period due to process of transferring  the
utility payments to the tenants, as discussed further above.  Property operating
expenses  decreased  mainly due to a reduction in utilities  expense and certain
administrative  costs at the  Carriage  Hill  joint  venture.  Interest  expense
decreased mainly due to the scheduled  amortization of outstanding mortgage loan
balances at three of the four joint ventures.

      An  increase  of  $15,000  in  the   Partnership's   operating  loss  also
contributed to the unfavorable  change in net operating  results for the current
three-month  period.  The  Partnership's  operating  loss  increased  due  to an
increase  in general and  administrative  expenses.  General and  administrative
expenses increased primarily due to the timing of certain recurring professional
services  as compared  to the prior  year.  An  increase  in interest  income of
$10,000  partially offset the increase in general and  administrative  expenses.
Interest income was higher in the current  three-month period due to an increase
in the Partnership's average outstanding cash reserve balances.




<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:  February 20, 1998