UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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

                                 FORM 10-Q

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

                  FOR THE QUARTER ENDED December 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
              December 31, 1998 and September 30, 1998 (Unaudited)
                                 (In thousands)

                                     ASSETS

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

Investments in joint ventures, at equity          $   1,501    $   1,507
Cash and cash equivalents                            10,248       13,867
Accounts receivable - affiliates                          -          345
                                                  ---------    ---------
                                                  $  11,749    $  15,719
                                                  =========    =========

                        LIABILITIES AND PARTNERS' CAPITAL

Accounts payable - affiliates                     $       -    $     878
Accounts payable and accrued expenses                   302           72
Partners' capital                                    11,447       14,769
                                                  ---------    ---------
                                                  $  11,749    $  15,719
                                                  =========    =========


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

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

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

Balance at September 30, 1998                     $   (45)     $  14,814
Cash distributions                                      -         (3,493)
Net income                                              1            170
                                                  -------      ---------
Balance at December 31, 1998                      $   (44)     $  11,491
                                                  =======      =========


                             See accompanying notes.


<PAGE>


             PAINE WEBBER INCOME PROPERTIES FIVE LIMITED PARTNERSHIP

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

                                           1998           1997
                                           ----           ----

Revenues:
   Interest and other income             $   137       $     34

Expenses:
   General and administrative                 96             67
                                         -------       --------

Operating income (loss)                       41            (33)

Partnership's share of ventures'
  income                                     130             55
                                         -------       --------

Net income                               $   171       $     22
                                         =======       ========

Net income per Limited 
  Partnership Unit                       $  4.86       $   0.61
                                         =======       ========

Cash distributions per Limited
  Partnership Unit                       $100.00       $      -
                                         =======       ========


   The above net income and cash distributions per Limited  Partnership Unit are
based upon the 34,928 Units of Limited Partnership Interest outstanding for each
period.













                             See accompanying notes.


<PAGE>


             PAINE WEBBER INCOME PROPERTIES FIVE LIMITED PARTNERSHIP

                            STATEMENTS OF CASH FLOWS
        For the three months ended December 31, 1998 and 1997 (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
                                 (In thousands)


                                                      1998        1997
                                                      ----        ----
Cash flows from operating activities:
  Net income                                        $   171      $    22
  Adjustments to reconcile net income to
   net cash used in operating activities:
    Partnership's share of ventures' income            (130)         (55)
    Changes in assets and liabilities:
      Accounts receivable - affiliates                  345            -
      Accounts payable - affiliates                    (878)           -
      Accounts payable and accrued expenses             230            3
                                                    -------      -------
         Total adjustments                             (433)         (52)
                                                    -------      -------
         Net cash used in operating activities         (262)         (30)

Cash flows from investing activities:
  Distributions from joint ventures                     136          312

Cash flows from financing activities:
  Distributions to partners                          (3,493)           -
                                                    -------      -------

Net (decrease) increase in cash and cash
   equivalents                                       (3,619)         282

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

Cash and cash equivalents, end of period            $10,248      $ 2,447
                                                    =======      =======









                             See accompanying notes.


<PAGE>


                       PAINE WEBBER INCOME PROPERTIES FIVE
                               LIMITED PARTNERSHIP
                          Notes to Financial Statements
                                   (Unaudited)


1.  General
    -------

      The accompanying financial statements,  footnotes and discussion should be
read in conjunction with the financial statements and footnotes contained in the
Partnership's  Annual  Report  for the year ended  September  30,  1998.  In the
opinion of management,  the accompanying  financial  statements,  which have not
been audited,  reflect all  adjustments  necessary to present fairly the results
for the interim  period.  All of the  accounting  adjustments  reflected  in the
accompanying interim financial statements are of a normal recurring nature.

      The  accompanying  financial  statements have been prepared on the accrual
basis of accounting in accordance with generally accepted accounting  principles
which  requires  management to make  estimates and  assumptions  that affect the
reported amounts of assets and liabilities and disclosures of contingent  assets
and  liabilities as of December 31, 1998 and September 30, 1998 and revenues and
expenses for the  three-month  periods ended December 31, 1998 and 1997.  Actual
results could differ from the estimates and assumptions used.

      The Partnership is currently focusing on potential disposition  strategies
for the two remaining  investments in its portfolio.  Although no assurances can
be given, it is currently  contemplated  that sales of the  Partnership's  Seven
Trails and Bell Plaza  investments  are  expected to be  completed by the end of
calendar year 1999. The sales of the two remaining  properties would be followed
by an orderly liquidation of the Partnership.

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

      Included in general and administrative expenses for the three-months ended
December  31, 1998 and 1997 is $23,000 and $22,000,  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 both of the three
months ended December 31, 1998 and 1997 is $1,000,  representing  fees earned by
an affiliate,  Mitchell Hutchins Institutional Investors, Inc., for managing the
Partnership's cash assets.

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

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

      The Partnership has investments in two joint ventures at December 31, 1998
(four at  December  31,  1997)  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.

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

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

      The  following  condensed  combined  summary of  operations  includes  the
operating results of the remaining two joint ventures for the three months ended
December 31, 1998.  The condensed  combined  summary of operations for the three
months ended December 31, 1997 includes the operating  results of the four joint
ventures:

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

                                           1998           1997
                                           ----           ----
   Rental revenues and
     expense recoveries                   $1,187         $2,852
   Interest and other income                  92            140
                                          ------         ------
                                           1,279          2,992

   Property operating expenses               399          1,176
   Interest expense                          405          1,060
   Depreciation and amortization             325            697
                                          ------         ------
                                           1,129          2,933
                                          ------         ------
   Net income                             $  150         $   59
                                          ======         ======

   Net income:
     Partnership's share of
       combined income                    $  130         $   55
     Co-venturers' share of
       combined income                        20              4
                                          ------         ------
                                          $  150         $   59
                                          ======         ======

<PAGE>



             PAINE WEBBER INCOME PROPERTIES FIVE LIMITED PARTNERSHIP

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

Information Relating to Forward-Looking Statements
--------------------------------------------------

      The following  discussion of financial condition includes  forward-looking
statements  which  reflect  management's  current  views with  respect to future
events and  financial  performance  of the  Partnership.  These  forward-looking
statements  are  subject to certain  risks and  uncertainties,  including  those
identified  in Item 7 of the  Partnership's  Annual  Report on Form 10-K for the
year ended  September  30, 1998 under the  heading  "Certain  Factors  Affecting
Future Operating Results", which could cause actual results to differ materially
from historical  results or those  anticipated.  The words "believe,"  "expect,"
"anticipate,"  and  similar  expressions  identify  forward-looking  statements.
Readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements,  which were made based on facts and conditions as they existed as of
the date of this report.  The  Partnership  undertakes no obligation to publicly
update or revise  any  forward-looking  statements,  whether  as a result of new
information, future events or otherwise.

Liquidity and Capital Resources
-------------------------------

      The  Partnership's  two  remaining  investment  properties  consist of one
multi-family  apartment  complex and one retail shopping  center.  As previously
reported,  the Partnership has been focusing on potential disposition strategies
for the remaining  investments in its  portfolio.  Although no assurances can be
given, it is currently contemplated that sales of the Partnership's Seven Trails
and Bell Plaza  investments could be completed by the end of calendar year 1999.
The  sale of the two  remaining  properties  would  be  followed  by an  orderly
liquidation of the Partnership.

      On September 10, 1998, Greenbrier Associates, a joint venture in which the
Partnership  has an interest,  sold the property known as Greenbrier  Apartments
located in Indianapolis,  Indiana,  to an unrelated third party for $11,850,000.
The  Partnership  received  net  proceeds  of  approximately   $5,498,000  after
deducting closing costs of approximately $119,000, closing proration adjustments
of approximately  $424,000, the repayment of the existing first mortgage loan of
$5,400,000 and related accrued interest of  approximately  $26,000 and a payment
of approximately $383,000 to the Partnership's  co-venture partner for its share
of the sales proceeds in accordance  with the joint venture  agreement.  Because
the first  mortgage loan secured by the  Greenbrier  Apartments was scheduled to
mature on June 29, 1998, the Partnership and its joint venture partner had begun
to review  both  refinancing  and sale  opportunities  during the latter part of
fiscal 1997.  During the first quarter of fiscal 1998, the  Partnership  and the
co-venturer  agreed to initiate a marketing program for the possible sale of the
property. During the second quarter, the Partnership and the co-venturer engaged
a national real estate brokerage firm to market  Greenbrier for sale. As part of
the formal  marketing  campaign,  which began in early  March,  the property was
marketed extensively. Sales packages were distributed to national, regional, and
local prospective purchasers. As a result of these sales efforts, several offers
were received.  Management then asked the prospective  purchasers to submit best
and final offers.  Management  subsequently  received best and final offers from
five of the  prospective  buyers.  After  completing  an evaluation of the final
offers and the relative strength of the prospective purchasers,  the Partnership
and its co-venture  partner selected an offer and negotiated a purchase and sale
agreement.  As a result of the sale of Greenbrier  Apartments,  the  Partnership
made  a  special  distribution  of  $100  per  original  $1,000  investment,  or
approximately  $3,493,000, on October 1, 1998 to unitholders of record as of the
September  10,  1998 sale date.  The  remaining  net  proceeds  from the sale of
Greenbrier   of   approximately   $2,005,000,   along  with  an  amount  of  the
Partnership's cash reserves,  were used to help pay off a $4,000,000 demand loan
that the Partnership had obtained from PaineWebber  Capital,  Inc., an affiliate
of the Managing General Partner, as discussed below.

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

      On June 23, 1998, the  Partnership  and its original  co-venture  partner,
JBG/Carriage Hill Village Limited Partnership, purchased the 50% interest of its
other co-venture  partner,  Signature  Carriage Hill Village  Apartments Limited
Partnership,  in the Randallstown  Carriage Hill Associates  Joint Venture.  The
Partnership had held a 40% interest and the original co-venture partner had held
a 10% interest in the Joint Venture prior to this  transaction.  The Partnership
contributed  $4,048,000 and the original co-venturer  contributed  $1,012,000 to
complete the purchase of the other partner's interest.  After the purchase,  the
Partnership held an 80% interest and the original  co-venture partner held a 20%
interest.  On March 19, 1998, the  Partnership was notified by Signature that it
would be exercising  the  "buy/sell"  provision in the Joint Venture  agreement.
Under the terms of this provision,  this co-venturer,  which was admitted to the
Joint  Venture  as part of a 1988  restructuring  transaction,  had to propose a
price at which it would  either  purchase the other  partners'  interests in the
Venture  or  agree to the  sale of its  interest  in the  Venture  to the  other
partners.  The Partnership and its original  co-venture  partner in the Carriage
Hill Joint Venture had 45 days to decide whether to sell their  interests to the
exercising  partner or acquire  the  interest of the  exercising  partner at the
specified  gross  sale price for the  Venture's  assets of  approximately  $33.3
million. At an equivalent gross sale price of $33.3 million, the net proceeds to
the  Partnership  for the sale of its  interest  would  have been  approximately
$700,000  after the assumption of the  outstanding  first mortgage debt of $27.4
million,  the exercising  partner's preferred investment return of approximately
$5 million and the  original  co-venturer's  share of the  proceeds of $200,000.
After  a  thorough  review  and  analysis,  the  Partnership  and  the  original
co-venturer  notified the exercising partner on May 1, 1998 of their decision to
buy its interest for approximately $5 million in cash.

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

      Bell  Plaza  Shopping  Center in  Amarillo,  Texas,  was 97%  leased as of
December 31, 1998. The Partnership and its co-venture  partner held  discussions
during fiscal 1998 concerning  potential sale  opportunities  for the Bell Plaza
property.  After  extensive  discussions,  it was agreed that marketing  efforts
would begin during  fiscal 1999 and would focus on regional  buyers of specialty
retail centers like Bell Plaza. These marketing efforts are currently  underway.
While Bell Plaza is 97% leased,  it was also agreed that the property's  leasing
team would actively  pursue  prospective  retailers for the 5,000 square feet of
currently  vacant  space as well as for the  37,068  square  feet  under the six
leases that expire over the next twelve months.  The largest of the six, a local
theatre operator,  has a June 1999 lease expiration and represents 15,050 square
feet of this total. The property's  leasing team is also pursuing lease renewals
with these existing tenants.

      The occupancy level for the Seven Trails West  Apartments,  located in St.
Louis,  Missouri,  averaged 95% for the quarter  ended  December  31, 1998.  The
Partnership and its Seven Trails co-venture  partner held discussions during the
fourth quarter of fiscal 1998 concerning potential opportunities for a near-term
sale of this 532-unit  multi-family  apartment complex, and agreed to market the
property for sale.  Subsequent to the fiscal  year-end,  the Partnership and its
joint venture partner  selected a local brokerage firm with a strong  background
in  selling  apartment  properties  in the St.  Louis  area.  Preliminary  sales
materials  were prepared and extensive sale efforts began in late November 1998.
The property  was  marketed to national,  regional and local buyers of apartment
properties.  As a result of those  efforts,  over 20 offers were received and 13
prospective  purchasers  were then  requested  to submit best and final  offers.
These prospective  buyers submitted best and final offers,  all of which were in
excess of the property's  1997 year-end  appraised  value.  After  completing an
evaluation  of  these  offers  and  the  relative  strength  of the  prospective
purchasers,  the  Partnership  and its co-venture  partner  selected an offer. A
purchase and sale agreement is being  negotiated  with this  prospective  buyer.
However,  since a sale transaction  remains contingent upon, among other things,
the negotiation of a definitive sales agreement and the satisfactory  completion
of the  buyer's  due  diligence,  there  are no  assurances  that a sale will be
completed.

     At December 31, 1998,  the  Partnership  had cash and cash  equivalents  of
$10,248,000.  Such cash  includes the net proceeds from the sale of the Carriage
Hill property,  as described  above. As discussed  further above,  approximately
$8.4  million of this  balance is  expected  to be  distributed  to the  Limited
Partners  on March 15,  1999 as a result of the  receipt of the formal  approval
from HUD for the  assumption  of the  HUD-insured  mortgage  loan secured by the
Carriage Hill property.  The remainder of such cash and cash equivalents will be
utilized for the working capital requirements of the Partnership,  distributions
to the Limited  Partners and for future  capital  contributions,  if  necessary,
related to the  Partnership's  remaining  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.

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

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

     The Partnership  reported net income of $171,000 for the three months ended
December 31,  1998,  as compared to net income of $22,000 for the same period in
the prior  year.  This  increase  in net  income was due to an  increase  in the
Partnership's share of ventures' income of $75,000 and a favorable change in the
Partnership's   operating  income  (loss)  of  $74,000.   The  increase  in  the
Partnership's  share of  ventures'  income  was  mainly  due to an  increase  in
interest and other  income at the Seven Trails joint  venture and an increase in
rental  income  and  expense  reimbursements  at  Bell  Plaza  for  the  current
three-month  period.  The  increase in interest and other income at Seven Trails
was mainly due to new management policies implemented at the property during the
current  period which  resulted in additional  service fee income.  In addition,
income  increased  at Bell  Plaza  due to  additional  common  area  maintenance
reimbursements received in the current three-month period.

     The  favorable  change of $74,000  in the  Partnership's  operating  income
(loss) was the result of an increase in interest  and other  income of $103,000.
Interest income for the current three-month period was higher due to an increase
in the  Partnership's  average  outstanding cash reserve balances as a result of
the sale of the two  properties  in  September  1998.  As discussed  above,  the
Partnership had been holding $8.4 million of Carriage Hill sale proceeds pending
the receipt of formal  approval from HUD for the  assumption of the  HUD-insured
mortgage  loan  secured by the  Carriage  Hill  property,  which was obtained on
February 18, 1999.  The increase in interest  income was partially  offset by an
increase in general and  administrative  expenses.  The  increase in general and
administrative  expenses was  primarily  due to an increase in certain  required
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:  NONE




<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 22, 1999