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, 1996

                                       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, 1996 and September 30, 1996 (Unaudited)
                                 (In thousands)

                                     ASSETS

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

Cash and cash equivalents                             $  1,723        $ 1,739
                                                      ========        =======

                        LIABILITIES AND PARTNERS' DEFICIT

Equity in losses in excess of investments and
  advances in joint ventures                          $  2,879        $ 2,971
Accounts payable and accrued expenses                       32             30
Partners' deficit                                      (1,188)         (1,262)
                                                      --------        -------
                                                      $  1,723        $ 1,739
                                                      ========        =======



                   STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
        For the three months ended December 31, 1996 and 1995 (Unaudited)
                                 (In thousands)


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


Balance at September 30, 1995                       $  (198)     $    (241)
Net loss                                                 (2)          (170)
                                                    -------      ---------
Balance at December 31, 1995                        $  (200)     $    (411)
                                                    =======      =========

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

















                             See accompanying notes.


<PAGE>


             PAINE WEBBER INCOME PROPERTIES FIVE LIMITED PARTNERSHIP

                            STATEMENTS OF OPERATIONS
        For the three months ended December 31, 1996 and 1995 (Unaudited)
                      (In thousands, except per Unit data)

                                                1996                    1995
                                                ----                    ----

Revenues:
   Interest and other income                  $    24               $      35

Expenses:
   General and administrative                      42                      69
                                              -------               ---------

Operating loss                                    (18)                    (34)

Partnership's share of ventures' 
  income (losses)                                  92                    (138)
                                              -------               ---------

Net income (loss)                             $    74               $    (172)
                                              =======               =========

Net income (loss) per Limited 
  Partnership Unit                            $  2.09               $   (4.87)
                                              =======               =========

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 three months ended December 31, 1996 and 1995 (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
                                 (In thousands)


                                                           1996        1995
                                                           ----        ----
Cash flows from operating activities:
  Net income (loss)                                      $     74    $   (172)
  Adjustments to reconcile net income (loss) to
   net cash used in operating activities:
    Partnership's share of ventures' (income) losses          (92)        138
    Changes in assets and liabilities:
     Accounts payable and accrued expenses                      2         (22)
                                                         --------    --------
      Total adjustments                                       (90)        116
                                                         --------    --------
      Net cash used in operating activities                   (16)        (56)

Cash flows from investing activities:
  Distributions from joint ventures                             -          97
  Additional investments in joint ventures                      -         (28)
                                                         --------    --------
      Net cash provided by investing activities                 -          69
                                                         --------    --------

Net (decrease) increase in cash and cash equivalents          (16)         13

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

Cash and cash equivalents, end of period                 $  1,723    $  1,671
                                                         ========    ========






















                             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 December 31, 1996 and September 30,
   1996 and revenues and expenses for the three-month periods ended December 31,
   1996 and 1995. Actual results could differ from the estimates and assumptions
   used.

2. 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 operations of the joint ventures are as follows:

                    CONDENSED COMBINED SUMMARY OF OPERATIONS
              For the three months ended December 31, 1996 and 1995
                                 (in thousands)

                                                1996                   1995
                                                ----                   ----
   Rental revenues and
     expense recoveries                        $2,962                  $2,755
   Interest and other income                      205                     211
                                               ------                  ------
                                                3,167                   2,966

   Property operating expenses                  1,249                   1,295
   Interest expense                             1,120                   1,213
   Depreciation and amortization                  670                     676
                                               ------                  ------
                                                3,039                   3,184
                                               ------                  ------
   Net income (loss)                           $  128                  $ (218)
                                               ======                  ======

   Net income (loss):
     Partnership's share of
       combined income (losses)                $   92                  $ (138)
     Co-venturers' share of
       combined income (losses)                    36                     (80)
                                               ------                  ------
                                               $  128                  $ (218)
                                               ======                  ======


<PAGE>


3.  Related Party Transactions

      Included  in  general  and   administrative   expenses  for  both  of  the
    three-month   periods   ended   December  31,  1996  and  1995  is  $21,000,
    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,  1996  and  1995  is  $2,000  and  $200,  respectively,
    representing fees earned by an affiliate,  Mitchell  Hutchins  Institutional
    Investors, Inc., for managing the Partnership's cash assets.

4.  Contingencies

      As  discussed  in more  detail in the  Annual  Report  for the year  ended
    September 30, 1996, the Partnership is involved in certain legal actions. At
    the present time, the Managing  General  Partner is unable to determine what
    impact,   if  any,  the   resolution  of  these  matters  may  have  on  the
    Partnership's financial statements, taken as a whole.




<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 93% for the  quarter  ended  December  31,  1996,
compared to 95% last quarter. The slight decline in occupancy is attributable to
a decline in the number of potential  tenants  looking to rent  apartment  units
during the holiday season.  The St. Louis apartment market remains strong,  with
no new apartment  units being  developed in the area or in the planning  stages.
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 replaced carpeting, vinyl and appliances
in units on an as-needed  basis and performed  exterior  enhancements  including
balcony and roof repairs and front entrance door replacements.

     On April 17, 1996, the Partnership  successfully  completed the refinancing
of the existing first mortgage loan secured by the Seven Trails West Apartments,
reducing  the  annual  interest  rate  from 12% to 7.87%.  The new loan,  in the
initial principal amount of $17,000,000, is for a term of ten years with monthly
payments of principal and interest totalling  $130,000.  The proceeds of the new
loan, together with a contribution of $159,000 from the joint venture, were used
to pay off all  obligations  of the prior first mortgage loan as well as to fund
all reserves and escrows required by the new lender.  Because the prior mortgage
loan was not repaid by February 1, 1996, the joint venture  forfeited a $147,000
fee which had been paid to the prior  lender in  connection  with a fiscal  1994
extension agreement and was to be refundable under certain conditions.

      Bell  Plaza  Shopping  Center in  Amarillo,  Texas,  was 99%  leased as of
December 31, 1996,  compared to 98% at the end of the last  quarter.  During the
first  quarter,  the property's  leasing team signed a new three-year  lease for
1,720  square  feet  with  a  cellular  phone  retailer.  Two  existing  leases,
comprising  7,600 square  feet,  are  scheduled to expire  during the balance of
fiscal  1997.  The  property's  leasing  team  expects to be able to renew these
leases. Currently, the Amarillo retail market remains strong, with no new retail
construction taking place. However, as previously reported,  the Amarillo market
may be negatively  affected in the near term as Pantex,  one of the area's major
employers,  anticipates  reducing  its  workforce by up to 1,600 people over the
next few years.

      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 has now been completed,
and currently over 65% of residents already pay for their own gas. The occupancy
level at the Carriage Hill Apartments, in Randallstown,  Maryland,  averaged 95%
for the quarter ended December 31, 1996,  compared to 94% for the prior quarter.
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.  So far
sixteen  units have been  updated.  These updated units are priced at an average
rent  10%  higher  than  the  non-updated  units.  Other  property  improvements
completed  during the quarter  included  carpet and appliance  replacement on an
as-needed basis.

     Average occupancy at the Greenbrier Apartments,  in Indianapolis,  Indiana,
was 94% during the current quarter, compared to 93% last quarter. The property's
management team decreased  concessions to new residents  during the quarter as a
result of the strong  occupancy  level and the gradually  improving local market
conditions.  Property  improvements  completed  during the quarter  included the
typical carpet and appliance replacements on an as-needed basis, exterior carpet
replacement  at the  clubhouse  and  laundry  room area,  some roof  repairs and
landscaping.  During the next quarter, the property's management team expects to
update clubhouse interior finishes.  Greenbrier continues to produce excess cash
flow after the  payment of  operating  expenses,  debt  service  payments to the
lender and  capital  costs.  The current  mortgage  debt of $5.4  million  bears
interest  at 10% per  annum and is not  scheduled  to mature  until  June  1998.
Because  of the  potential  for a sale of the  property  prior to the June  1998
maturity  date,  as well as  increases  in mortgage  interest  rate levels which
occurred  during  fiscal  1996,  management  has decided to defer any  immediate
refinancing plans.

     At December 31, 1996,  the  Partnership  had cash and cash  equivalents  of
$1,723,000.  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, 1996
------------------------------------

      The Partnership  reported net income of $74,000 for the three-month period
ended  December  31,  1996,  as compared to a net loss of $172,000  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  $230,000.  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 $207,000 and  decreases in interest  expense
and property  operating  expenses of $93,000 and $46,000,  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. 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 decrease in repairs and maintenance
expenses at the Seven Trails Apartments.  The decline in repairs and maintenance
expenses is mainly due the completion of a major capital  improvement program in
the prior year.

      A decrease in the Partnership's operating loss of $16,000 also contributed
to the  favorable  change in net  operating  results for the three  months ended
December  31,  1996.  The decrease in the  Partnership's  operating  loss is the
result  of a  decline  in  general  and  administrative  expenses.  General  and
administrative  expenses  declined  by  $27,000  due to a  reduction  in certain
required professional services during the current three-month period.


<PAGE>


                                     PART II
                                Other Information



Item 1. Legal Proceedings
    
         The  status  of the  litigation  involving  the  Partnership's  General
      Partners and their affiliates  remains unchanged from what was reported in
      the Annual Report on Form 10-K for the year ended September 30, 1996.

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 12, 1997