UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549
                      ----------------------------------

                                  FORM 10-Q

    |X|    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934

                 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 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
               June 30, 1997 and September 30, 1996 (Unaudited)
                                (In thousands)

                                    ASSETS

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

Cash and cash equivalents                             $  1,687      $ 1,739
                                                      ========      =======

                       LIABILITIES AND PARTNERS' DEFICIT

Equity in losses in excess of investments and
  advances in joint ventures                          $  2,795      $ 2,971
Accounts payable and accrued expenses                       41           30
Partners' deficit                                       (1,149)      (1,262)
                                                      --------      -------
                                                      $  1,687      $ 1,739
                                                      ========      =======



                   STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
          For the nine months ended June 30, 1997 and 1996 (Unaudited)
                                 (In thousands)


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


Balance at September 30, 1995                       $  (198)     $    (241)
Net loss                                                 (6)          (578)
                                                    -------      ---------
Balance at June 30, 1996                            $  (204)     $    (819)
                                                    =======      =========

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















                           See accompanying notes.


<PAGE>


             PAINE WEBBER INCOME PROPERTIES FIVE LIMITED PARTNERSHIP

                            STATEMENTS OF OPERATIONS
     For the three and nine months ended June 30, 1997 and 1996 (Unaudited)
                      (In thousands, except per Unit data)

                                  Three Months Ended        Nine Months Ended
                                        June 30,                 June 30,
                                 -------------------      -------------------
                                    1997        1996         1997       1996
                                    ----        ----         ----       ----

Revenues:
   Interest and other income       $   24     $   19        $   71    $    76

Expenses:
   General and administrative          94         55           185        185
                                   ------     ------        ------    -------

Operating loss                        (70)      (36)          (114)      (109)

Partnership's share of
  ventures' income (losses)           116      (156)           227       (475)
                                   ------     -----         ------    -------

Net income (loss)                  $   46     $(192)        $  113    $  (584)
                                   ======     =====         ======    =======

Net income (loss) per Limited 
  Partnership Unit                 $ 1.31    $(5.44)        $ 3.21    $(16.55)
                                   ======    ======         ======    =======



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 nine months ended June 30, 1997 and 1996 (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
                                 (In thousands)


                                                            1997        1996
                                                            ----        ----
Cash flows from operating activities:
  Net income (loss)                                      $    113    $   (584)
  Adjustments to reconcile net income (loss) to
   net cash used in operating activities:
    Partnership's share of ventures' income (losses)         (227)        475
    Changes in assets and liabilities:
     Accounts payable and accrued expenses                     11         (15)
                                                         --------    --------
      Total adjustments                                      (216)        460
                                                         --------    --------
      Net cash used in operating activities                  (103)       (124)

Cash flows from investing activities:
  Distributions from joint ventures                            65         833
  Additional investments in joint ventures                    (14)       (628)
                                                         --------    --------
      Net cash provided by investing activities                51         205
                                                         --------    --------

Net (decrease) increase in cash and cash equivalents          (52)         81

Cash and cash equivalents, beginning of period              1,739       1,658
                                                         --------    --------

Cash and cash equivalents, end of period                 $  1,687    $  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, 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 June 30, 1997 and September 30, 1996
   and revenues and expenses for the three- and  nine-month  periods  ended June
   30,  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 nine-month periods
    ended  June  30,  1997  and  1996  is  $64,000  and  $65,000,  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,  1997  and  1996  is  $5,000  and   $3,000,   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 nine
   months ended June 30, 1997 and 1996 are as follows:

                    CONDENSED COMBINED SUMMARY OF OPERATIONS
           For the three and nine months ended June 30, 1997 and 1996
                                 (in thousands)

                                   Three Months Ended      Nine Months Ended
                                        June 30,                June 30,
                                   ------------------      -----------------
                                    1997        1996        1997        1996
                                    ----        ----        ----        ----

   Rental revenues and
     expense recoveries            $2,948      $2,884      $8,900      $8,479
   Interest and other income          143         173         448         496
                                   ------      ------      ------      ------
                                    3,091       3,057       9,348       8,975

   Property operating expenses      1,176       1,367       3,757       4,105
   Interest expense                 1,121       1,263       3,362       3,736
   Depreciation and amortization      670         653       2,029      1,948
                                   ------      ------      ------      ------
                                    2,967       3,283       9,148       9,789
                                   ------      ------      ------      ------
   Net income (loss)               $  124      $ (226)     $  200      $ (814)
                                   ======      ======      ======      ======

   Net income (loss):
     Partnership's share of
       combined net income
       (losses)                    $  116      $ (156)     $  227      $ (475)
     Co-venturers' share of
       combined net income 
       (losses)                         8         (70)        (27)       (339)

                                   ------      ------      ------      ------
                                   $  124      $ (226)     $  200      $ (814)
                                   ======      ======      ======      ======



<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  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.

     Bell Plaza Shopping  Center in Amarillo,  Texas,  was 99% leased as of June
30, 1997,  unchanged  from the prior 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  collection of all
unpaid rent and has been in  discussions  with  several  prospective  tenants to
lease the vacant space. The property's  leasing team is also working on renewals
of two leases,  totalling  4,793 square feet, that expire in the next 12 months.
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  at Bell  Plaza  before
positioning the property for a sale.

      The average occupancy level for the Seven Trails West Apartments,  located
in St. Louis,  Missouri,  was 94% for the quarter ended June 30, 1997, unchanged
from the prior  quarter  and down  slightly  from the 96%  average  for the same
period one year ago. 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.
Carpets,  vinyl,  refrigerators,  stoves and  dishwashers  are being replaced in
units on an as needed basis. Property improvements  scheduled to be completed in
fiscal 1997 will include  balcony  replacements  and roof  repairs,  painting of
building  exteriors and hallways,  pool repairs and  replacement  of an exterior
retaining wall.

      The occupancy  level at the Carriage  Hill  Apartments,  in  Randallstown,
Maryland,  averaged 92% for the quarter ended June 30, 1997, compared to 93% for
the prior  quarter and 89% 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 72% 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.

      Average occupancy at the Greenbrier Apartments, in Indianapolis,  Indiana,
was 88% during the quarter  ended June 30,  1997,  compared to 92% for the prior
quarter and 91% for the same period in the prior year.  The  property's  leasing
and management team attributes the current  softness in this market primarily to
tenants moving to purchase homes. The property's management team has been forced
to match the leasing concessions of its competition by offering one month's free
rent to new  tenants.  Rental  rate  increases  will  not be  implemented  until
occupancy levels improve.

      At June 30,  1997,  the  Partnership  had cash  and  cash  equivalents  of
$1,687,000.  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 June 30, 1997
--------------------------------

      The Partnership  reported net income of $46,000 for the three-month period
ended June 30,  1997,  as compared to a net loss of $192,000 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
$272,000  for the  current  three-month  period.  The  favorable  change  in the
Partnership's share of ventures'  operations is mainly attributable to decreases
in combined  property  operating  expenses and interest  expense of $191,000 and
$142,000,  respectively, and an increase in combined rental revenues and expense
recoveries of $64,000.  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 and a decrease in
repairs and maintenance at the Seven Trails Apartments. The decrease in interest
expense is mainly due to the April 1996  refinancing  of the debt secured by the
Seven Trails Apartments,  which significantly lowered the venture's debt service
costs. Rental revenues and expense recoveries  increased mainly due to increases
in  effective  rental rates at the Seven  Trails  Apartments  and an increase in
average  occupancy at the Carriage  Hill  Apartments  when  compared to the same
period in the prior year.

      A $34,000  increase in the  Partnership's  operating loss partially offset
the favorable change in the Partnership's share of ventures'  operations for the
three months ended June 30, 1997.  The  Partnership's  operating  loss increased
mainly due to a $39,000 increase in general and administrative expenses. General
and  administrative  expenses  increased  mainly due to changes in the timing of
certain recurring professional services.

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

      The Partnership  reported net income of $113,000 for the nine-month period
ended June 30,  1997,  as compared to a net loss of $584,000 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
$702,000  for  the  current  nine-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 $421,000 and
decreases in interest  expense and property  operating  expenses of $374,000 and
$348,000, respectively.  Rental revenues and expense recoveries increased mainly
due to significant  increases in average  occupancy  levels at the Carriage Hill
and Bell Plaza  properties  when  compared to the same period in the prior year.
Increases  in  effective  rental  rates at the Seven  Trails and  Carriage  Hill
properties  also  contributed to the increase in rental revenues for the current
nine-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
significantly  lowered the  venture's  debt service  costs.  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 slight increase in the Partnership's  operating loss of $5,000 partially
offset the favorable change in the Partnership's  share of ventures'  operations
for the nine  months  ended June 30,  1997.  The  Partnership's  operating  loss
increased  mainly due to a $10,000  decrease in other income  during the current
nine-month  period.  Other income  decreased due to a non-recurring  refund of a
prior  period  expense  received  during the nine months  ended June 30, 1996. A
$5,000  increase  in  interest  income  partially  offset the  decrease in other
income.  Interest income increased due to a small increase in the  Partnership's
average outstanding cash balances during the current nine-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.  The
release of the $125  million of  settlement  proceeds  has not  occurred to date
pending the  resolution of an appeal of the  settlement  agreement by two of the
plaintiff class members.  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   shareholder
litigation,  and  notwithstanding  the  appeal  of the class  action  settlement
referred to above, 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:  August 14, 1997