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, 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
              March 31, 1997 and September 30, 1996 (Unaudited)
                                (In thousands)

                                    ASSETS

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

Cash and cash equivalents                             $  1,739      $ 1,739
                                                      ========      =======

                       LIABILITIES AND PARTNERS' DEFICIT

Equity in losses in excess of investments and
  advances in joint ventures                          $  2,911      $ 2,971
Accounts payable and accrued expenses                       23           30
Partners' deficit                                       (1,195)      (1,262)
                                                      --------      -------
                                                      $  1,739      $ 1,739
                                                      ========      =======



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


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


Balance at September 30, 1995                       $  (198)     $    (241)
Net loss                                                 (4)          (388)
                                                    -------      ---------
Balance at March 31, 1996                           $  (202)     $    (629)
                                                    =======      =========

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

















                           See accompanying notes.


<PAGE>


             PAINE WEBBER INCOME PROPERTIES FIVE LIMITED PARTNERSHIP

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

                                   Three Months Ended       Six Months Ended
                                        March 31,                March 31,
                                   -------------------     ------------------
                                    1997        1996        1997        1996
                                    ----        ----        ----        ----


Revenues:
   Interest and other income        $  23     $    22      $    47     $   57

Expenses:
   General and administrative          49          61           91         130
                                    -----     -------      -------     -------

Operating loss                        (26)        (39)        (44)        (73)

Partnership's share of ventures'
 income (losses)                       19        (181)        111        (319)
                                    -----     -------      ------      -------

Net income (loss)                   $  (7)    $  (220)     $   67      $ (392)
                                    =====     =======      ======      ======

Net income (loss) per Limited
 Partnership Unit                  $(0.19)    $ (6.24)     $ 1.90      $(11.11)
                                   ======     =======      ======      =======


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, 1997 and 1996 (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
                                 (In thousands)


                                                            1997        1996
                                                            ----        ----
Cash flows from operating activities:
  Net income (loss)                                      $     67     $  (392)
  Adjustments to reconcile net income (loss) to
   net cash used in operating activities:
    Partnership's share of ventures' income (losses)         (111)        319
    Changes in assets and liabilities:
     Accounts payable and accrued expenses                     (7)        (18)
                                                         --------     --------
      Total adjustments                                      (118)        301
                                                         --------     --------

      Net cash used in operating activities                  (51)        (91)

Cash flows from investing activities:
  Distributions from joint ventures                           65         200
  Additional investments in joint ventures                   (14)       (518)
                                                        --------     -------
    
     Net cash provided by (used in) 
       investing activities                                   51        (318)
                                                        --------     -------

Net decrease in cash and cash equivalents                      -        (409)

Cash and cash equivalents, beginning of period             1,739       1,658
                                                        --------     -------
                                                   
Cash and cash equivalents, end of period                $  1,739     $ 1,249
                                                        ========     =======






















                           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, 1996. 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, 1997 and September 30, 1996
   and revenues and expenses for the three- and  six-month  periods  ended March
   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 six-month periods
    ended  March  31,  1997  and  1996 is  $42,000  and  $43,000,  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, 1997 and 1996 is $2,000 and $400, 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 operations of the joint ventures are as follows:

                     CONDENSED COMBINED SUMMARY OF OPERATION
           For the three and six months ended March 31, 1997 and 1996
                                 (in thousands)

                                   Three Months Ended       Six Months Ended
                                         March 31,               March 31,
                                   ------------------      ------------------
                                    1997        1996        1997        1996
                                    ----        ----        ----        ----

   Rental revenues and
     expense recoveries            $2,941      $2,795      $5,952      $5,595
   Interest and other income          149         157         305         323
                                   ------      ------      ------      ------
                                    3,090       2,952       6,257       5,918

   Property operating expenses      1,352       1,448       2,601       2,749
   Interest expense                 1,121       1,243       2,241       2,461
   Depreciation and amortization      669         631       1,339       1,296
                                   ------      ------      ------      ------
                                    3,142       3,322       6,181       6,506
                                   ------      ------      ------      ------

   Net income (loss)               $  (52)     $ (370)     $   76      $ (588)
                                   ======      ======      ======      ======

   Net income (loss):
     Partnership's share of
       combined income (losses)    $   19      $ (181)     $  111      $ (319)
     Co-venturers' share of
       combined income (losses)       (71)       (189)        (35)       (269)
                                   ------      ------      ------      ------
                                   $  (52)     $ (370)     $   76      $ (588)
                                   ======      ======      ======      ======



<PAGE>



           PAINE WEBBER INCOME PROPERTIES FIVE LIMITED PARTNERSHIP

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

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.
Management's  strategy over the past several years has been to capitalize on the
favorable  market  interest rate  environment by refinancing  the mortgage loans
secured by the operating  investment  properties to improve cash flow and permit
the   reinvestment  of  funds  for  capital   improvement   work.  Such  capital
improvements are aimed at preserving and enhancing the properties' market values
until  favorable  opportunities  for the sale of the properties can be achieved.
With the last of the required  financing  transactions  completed  during fiscal
1996,  the  Partnership's   management  will  focus  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 Seven Trails West Apartments,  located
in St. Louis,  Missouri,  was 94% for the quarter ended March 31, 1997, compared
to 93% for the prior quarter.  The St. Louis  apartment  market remains  strong,
with no new apartment units currently being developed in the sub-market in which
Seven Trails is located.  The Partnership's  management  expects Seven Trails to
benefit from the combination of a stable  multi-family market and the property's
strong  position  in the  marketplace.  In  order  to  maintain  the  property's
competitive  condition,  excess  cash  flow  is  being  reinvested  in  property
improvements.  During the quarter,  the  property's  management  team  completed
property  improvements  which  included  replacing  balconies,  roof repairs and
miscellaneous  exterior repairs.  In addition,  carpets,  vinyl,  refrigerators,
stoves and  dishwashers  were replaced in units on an as needed basis.  Property
improvements  scheduled  for the  balance of the fiscal year will  include  more
balcony  replacements  and roof  repairs,  painting  of building  exteriors  and
hallways, pool repairs and replacement of an exterior retaining wall.

     Bell Plaza Shopping Center in Amarillo,  Texas,  was 99% leased as of March
31,  1997,   unchanged  from  the  prior  quarter.  Two  lease  extensions  were
successfully  negotiated  with existing  tenants during the quarter,  one with a
discount golf  retailer  which  occupies  4,400 square feet and the other with a
discount  shoe store which  occupies  3,200 square feet.  There are no scheduled
lease  expirations  during the balance of fiscal  1997.  Two  tenants  occupying
approximately  1,740  and 1,497  square  feet  vacated  the  shopping  center in
January.  Both tenants are expected to continue to pay rent until their space is
re-leased. The property's leasing team is generating a list of potential tenants
to prospect for the vacant space.  Management plans to explore the potential for
a sale of the Bell Plaza property  during the second half of fiscal 1997.  There
are no assurances, however, that any sale transaction will be consummated in the
near term.

      The occupancy  level at the Carriage  Hill  Apartments,  in  Randallstown,
Maryland, averaged 93% for the quarter ended March 31, 1997, compared to 95% for
the prior quarter.  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.  With the
average  occupancy  level  stabilized  and the  gas  conversion  completed,  the
property's  management  company  anticipates  increasing  average  rental  rates
gradually during fiscal 1997. As part of an ongoing capital improvement program,
Carriage Hill continues to offer prospective  residents the option of an updated
apartment unit. The updated package includes new appliances,  new kitchen sinks,
countertops  and cabinetry  hardware,  as well as new bathroom  vanities.  These
updated  units are priced at an average  rent 10%  higher  than the  non-updated
units.

     Average occupancy at the Greenbrier Apartments,  in Indianapolis,  Indiana,
was 92% during the current  quarter,  compared to 94% last  quarter.  No further
rental rate increases were implemented at the property during the second quarter
due to the  increase  in  vacancy.  Property  improvements  during  the  quarter
included  replacement of carpeting,  countertops and appliances in units as they
turned over. Property improvements planned for next quarter include landscaping,
asphalt  repairs,  replacement of two exterior water heaters and  replacement of
perimeter fences.

     At March  31,  1997,  the  Partnership  had cash  and cash  equivalents  of
$1,739,000.  Such cash and cash  equivalents  will be  utilized  for the working
capital requirements of the Partnership and for future capital contributions, as
necessary,  related to the  Partnership's  joint ventures.  The source of future
liquidity  and  distributions  to the  partners  is  expected  to be  from  cash
generated by the Partnership's income-producing properties and from the proceeds
received from the sale or refinancing of such properties or from the sale of the
Partnership's  interests in the joint  ventures.  These sources of liquidity are
expected to be sufficient to meet the  Partnership's  needs on both a short-term
and long-term basis.

Results of Operations
Three Months Ended March 31, 1997
---------------------------------

     The Partnership  reported a net loss of $7,000 for the  three-month  period
ended March 31, 1997,  as compared to a net loss of $220,000 for the same period
in the prior year. The primary reason for this favorable change in net operating
results is that the  Partnership's  share of  ventures'  operations  improved by
$200,000  for the  current  three-month  period.  The  favorable  change  in the
Partnership's  share  of  ventures'  operations  is  mainly  attributable  to an
increase in combined  rental  revenues  and expense  recoveries  of $146,000 and
decreases in interest  expense and property  operating  expenses of $122,000 and
$96,000,  respectively.  Rental revenues and expense recoveries increased mainly
due to significant increases in average occupancy levels for the current quarter
at the Bell Plaza and Carriage Hill  properties when compared to the same period
in the prior year.  Increases in effective  rental rates at the  Greenbrier  and
Seven Trails  properties also contributed to the increase in rental revenues for
the current  three-month  period. The decrease in interest expense is mainly due
to the April 1996 refinancing of the debt secured by the Seven Trails Apartments
which reduced the annual interest rate on the property's  mortgage debt from 12%
to 7.87%.  Property  operating  expenses  decreased  mainly due to a decrease in
utilities  expense at the Carriage Hill property.  Utilities  expense  decreased
primarily  as a result of  completing  the  conversion  of the  utilities at the
Carriage Hill Apartments to individual metering, as discussed further above.

      A decrease in the Partnership's operating loss of $13,000 also contributed
to the  favorable  change in net  operating  results for the three  months ended
March 31, 1997. The decrease in the  Partnership's  operating loss is mainly the
result  of a  decline  in  general  and  administrative  expenses.  General  and
administrative  expenses  declined by $12,000  primarily  due to a reduction  in
certain professional fees for the current three-month period.

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

     The  Partnership  reported net income of $67,000 for the  six-month  period
ended March 31, 1997,  as compared to a net loss of $392,000 for the same period
in the prior year. The primary reason for this favorable change in net operating
results is that the  Partnership's  share of  ventures'  operations  improved by
$430,000  for  the  current  six-month  period.  The  favorable  change  in  the
Partnership's  share  of  ventures'  operations  is  mainly  attributable  to an
increase in combined  rental  revenues  and expense  recoveries  of $357,000 and
decreases in interest  expense and property  operating  expenses of $220,000 and
$148,000, respectively.  Rental revenues and expense recoveries increased mainly
due to significant  increases in average  occupancy levels at the Bell Plaza and
Carriage  Hill  properties  when  compared to the same period in the prior year.
Increases  in  effective  rental  rates  at  the  Greenbrier  and  Seven  Trails
properties  also  contributed to the increase in rental revenues for the current
six-month  period.  The decrease in interest  expense is mainly due to the April
1996  refinancing  of the  debt  secured  by the  Seven  Trails  Apartments,  as
discussed further above.  Property  operating expenses decreased mainly due to a
reduction in  utilities  expense at the Carriage  Hill  property  primarily as a
result of the utilities conversion discussed further above.

      A decrease in the Partnership's operating loss of $29,000 also contributed
to the favorable change in net operating  results for the six months ended March
31, 1997. The decrease in the Partnership's  operating loss is mainly the result
of a decline in general and administrative expenses.  General and administrative
expenses   decreased  by  $39,000  primarily  due  to  a  reduction  in  certain
professional fees for the current six-month period.




<PAGE>


                                   PART II
                              Other Information



Item 1. Legal Proceedings

     As previously  disclosed,  the Partnership's General Partners were named as
defendants  in  a  class  action  lawsuit   against   PaineWebber   Incorporated
("PaineWebber") and a number of its affiliates relating to PaineWebber's sale of
70 direct  investment  offerings,  including  the  offering of  interests in the
various limited partnership investments and REIT stocks, including those offered
by the  Partnership.  In  January  1996,  PaineWebber  signed  a  memorandum  of
understanding  with the plaintiffs in the class action outlining the terms under
which the parties have agreed to settle the case. Pursuant to that memorandum of
understanding,  PaineWebber  irrevocably  deposited  $125 million into an escrow
fund under the  supervision of the United States District Court for the Southern
District of New York to be used to resolve the  litigation in accordance  with a
definitive  settlement  agreement  and a plan of  allocation.  On July 17, 1996,
PaineWebber and the class plaintiffs submitted a definitive settlement agreement
which  provides for the  complete  resolution  of the class  action  litigation,
including  releases in favor of the  Partnership and PWPI, and the allocation of
the $125 million settlement fund among investors in the various partnerships and
REITs at issue in the case. As part of the settlement,  PaineWebber  also agreed
to provide class members with certain financial  guarantees  relating to some of
the  partnerships  and REITs.  The details of the  settlement are described in a
notice mailed  directly to class members at the direction of the court.  A final
hearing on the fairness of the proposed  settlement  was held in December  1996,
and in March 1997 the court announced its final approval of the  settlement.  As
part  of  the  settlement   agreement,   PaineWebber  has  agreed  not  to  seek
indemnification  from the related partnerships and real estate investment trusts
at issue in the litigation  (including the  Partnership) for any amounts that it
is  required  to pay under the  settlement.  Based on the  settlement  agreement
discussed  above  covering  all  of  the  outstanding   unitholder   litigation,
management  does not  expect  that the  resolution  of this  matter  will have a
material impact on the Partnership's financial statements, taken as a whole.

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,  1997