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, 1995

                                       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, 1995 and September 30, 1995 (Unaudited)
                                 (In thousands)

                                     ASSETS

                                                     December 31   September 30

Cash and cash equivalents                              $ 1,671        $ 1,658
                                                       =======        =======

                        LIABILITIES AND PARTNERS' DEFICIT

Equity in losses in excess of investments and
  advances in joint ventures                           $ 2,266        $ 2,059
Accounts payable and accrued expenses                       16             38
Partners' deficit                                         (611)          (439)
                                                       ------         -------
                                                       $ 1,671       $  1,658
                                                       =======       ========



             STATEMENTS OF CHANGES IN PARTNERS'  CAPITAL (DEFICIT)
 For the three months ended December 31, 1995 and 1994 (Unaudited)
                                 (In thousands)


                                                     General        Limited
                                                     Partner        Partners

Balance at September 30, 1994                       $  (184)     $   1,134
Net loss                                                 (2)          (242)
                                                    --------     ---------
Balance at December 31, 1994                        $  (186)     $     892
                                                    =======      =========

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
















                             See accompanying notes.


<PAGE>


           PAINE WEBBER INCOME PROPERTIES FIVE LIMITED PARTNERSHIP

                            STATEMENTS OF OPERATIONS
      For the  three  months   ended   December  31,  1995  and  1994
                     (Unaudited) (In thousands, except per Unit data)

                                                1995                    1994
                                                ----                    ----

Revenues:
   Interest and other income               $       35               $      25

Expenses:
   General and administrative                      69                      59
                                          -----------              ----------

Operating loss                                    (34)                    (34)

Partnership's share of ventures' losses          (138)                   (210)
                                            ---------               ---------
Net loss                                     $   (172)               $   (244)
                                             ========                ========

   Net loss per Limited Partnership Unit     $  (4.87)               $  (6.92)
                                              ========                ========

The above net 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, 1995 and 1994  (Unaudited)
              Increase (Decrease) in Cash and Cash Equivalents
                                 (In thousands)


                                                           1995        1994
Cash flows from operating activities:
  Net loss                                            $      (172)  $    (244)
  Adjustments to reconcile net loss to
   net cash used for operating activities:
    Partnership's share of ventures' losses                   138         210
    Changes in assets and liabilities:
     Accounts payable and accrued expenses                    (22)         15
                                                      -----------  ----------
      Total adjustments                                       116         225
                                                      -----------  ----------
      Net cash used for operating activities                  (56)        (19)

Cash flows from investing activities:
  Distributions from joint ventures                            97          51
  Additional investments in joint ventures                    (28)          -
                                                      -----------  ----------
      Net cash provided by investing activities                69          51
                                                      -----------  ----------

Net increase in cash and cash equivalents                      13          32

Cash and cash equivalents, beginning of period              1,658       1,836
                                                       ----------  ----------

Cash and cash equivalents, end of period               $    1,671  $    1,868
                                                       ==========  ==========






















                             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, 1995.

      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.

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, 1995 and 1994
                                (in thousands)

                                                1995                   1994
                                                ----                   ----
   Rental revenues and
     expense recoveries                        $2,755                  $2,799
   Interest and other income                      211                     154
                                               ------                  ------
                                                2,966                   2,953

   Property operating expenses                  1,332                   1,332
   Interest expense                             1,139                   1,236
   Depreciation and amortization                  713                     661
                                               ------                 -------
                                                3,184                   3,229
                                               ------                 -------
   Net loss                                    $ (218)                 $ (276)
                                               ======                  ======

   Net loss:
     Partnership's share of
       combined net loss                       $ (138)                 $ (210)
     Co-venturers' share of
       combined net loss                          (80)                    (66)
                                               ------                  ------
                                               $ (218)                 $ (276)
                                               ======                  ======

3.  Related Party Transactions

      Included in general and  administrative  expenses  for three  months ended
    December   31,  1995  and  1994  is  $21,000  and   $25,000,   respectively,
    representing  reimbursements to an affiliate of the Managing General Partner
    for  providing  certain  financial,  accounting  and investor  communication
    services to the Partnership.

      Also included in general and administrative  expenses for the three months
    ended   December  31,  1995  and  1994  is  $200  and  $500,   respectively,
    representing fees earned by Mitchell Hutchins Institutional Investors,  Inc.
    for managing the Partnership's cash assets.

4.  Contingencies

      The Partnership is involved in certain legal actions. The Managing General
    Partner  believes  that these  actions  will be  resolved  without  material
    adverse effect 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  inception
in 1983 and 1984,  all of the  properties  have  estimated  values  above  their
respective outstanding mortgage debt obligations. Management's strategy over the
past two 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 while the respective local economies
and market conditions improve until favorable  opportunities for the sale of the
properties can be achieved.  The status of such refinancing  efforts and capital
improvement work is discussed in more detail below.

     The average occupancy level at Seven Trails West Apartments was 98% for the
quarter,  compared to 97% last quarter. The property continued to benefit from a
combination  of a stable  multi-family  rental  market and the  improvements  in
physical  appearance  resulting from the capital improvement program implemented
during fiscal 1995.  During fiscal 1995, major  enhancements that were completed
included  replacing  numerous roofs and  balconies,  painting the exteriors of a
number of buildings,  and replacing  carpeting and appliances for various units.
Such improvements  have contributed to management's  ability to implement rental
rate  increases at Seven Trails  without a dropoff in  occupancy.  The apartment
complex is  encumbered  by a  nonrecourse  first  mortgage loan with a principal
balance of  $14,700,000  which  matured on February 1, 1996.  In addition to the
outstanding  principal  balance,  there is currently deferred interest totalling
approximately  $1.9  million due to the Seven  Trails  mortgage  lender.  During
fiscal year 1995, a refinancing  of the first mortgage loan secured by the Seven
Trails property was initiated.  The terms of the refinancing are currently being
finalized with the prospective lender. The loan application is for a $17 million
mortgage  loan which should enable the venture to repay,  in full,  the maturing
obligation.  In  addition,  a  review  process  is  currently  underway  by  the
prospective  lender,  which  includes an assessment  of reserves  required to be
withheld  from the  loan  amount  to be set  aside  for  necessary  repairs  and
improvements. Since the property is over 20 years old, such reserve requirements
could be significant  and could result in the  Partnership  having to contribute
funds from its cash reserves to cover transaction  costs.  Management is hopeful
that the  amounts  spent on repairs  and  improvements  during  fiscal 1995 will
mitigate  the  prospective  lender's  reserve  requirements.  While there are no
assurances that this refinancing  transaction  will be completed,  management is
cautiously  optimistic  that a transaction  will close in the second  quarter of
fiscal 1996.

     On June 19, 1995, the Partnership completed the refinancing of the existing
first  mortgage  loan secured by Bell Plaza,  reducing the annual  interest rate
from  9.4%  to  8.125%.  The  new  loan,  in the  initial  principal  amount  of
$3,300,000,  matures in seven years and requires monthly  principal and interest
payments based upon a twenty-five-year  amortization  schedule. The terms of the
loan allow for a prepayment of the principal  balance after the end of one year.
Occupancy at the Bell Plaza  Shopping  Center was 82% at December  31, 1995,  up
from 78% the previous quarter.  This change in occupancy reflects the leasing of
the balance of the former Wal-Mart space remaining after the United Supermarkets
lease of approximately  62,800 square feet, which commenced in the first quarter
of fiscal 1995.  During the quarter  ended  December 31,  1995,  the  property's
leasing team was able to complete negotiations with a tenant, World Gym, to take
the  remaining  17,600  square  feet of the  former  Wal-Mart  space.  In future
quarters,  the new lease for the remainder of the Wal-Mart  space should improve
the  overall  financial  performance  of the center  due to the fact that,  on a
combined basis, the new tenant and United  Supermarkets  will be paying a higher
per square foot rent than Wal-Mart was originally  paying for its space. As part
of the terms of the United  Supermarkets  lease, a vacant free standing building
at Bell Plaza was demolished to allow for the reconfiguration of the parking lot
and the addition of 235 spaces.  As a result of the  demolition,  the property's
leasable area has changed from 151,500 square feet to 144,000 square feet.

     As discussed  further in the Partnership's  Annual Report,  market interest
rates  declined  sufficiently  during  fiscal 1995 to allow the  existing  first
mortgage loan secured by Carriage Hill, with an outstanding principal balance of
approximately  $26.5  million,  to be  refinanced.  The new loan, in the initial
principal  amount of approximately  $27.9 million,  has a fixed interest rate of
7.65%  and a term of 35  years.  The new loan,  which  closed  on June 1,  1995,
significantly  reduces monthly debt service requirements and provides additional
capital that will be used to convert the gas  utilities to  individual  metering
for each apartment unit.  This conversion will transfer the utility  payments to
the tenants,  thereby reducing the property's future operating expenses. The new
loan also releases  from the  collateral a 23-acre  parcel of excess land.  This
land  may  eventually  be  marketed  for sale to local  developers  once  market
conditions   improve   sufficiently.   The  suburban  Baltimore  market  remains
competitive with competing properties continuing to offer concessions to attract
new tenants.  Carriage Hill's occupancy  averaged 86% for the quarter, a decline
of 3% from last quarter. This decrease in occupancy is primarily attributable to
a  seasonal  decline in leasing  activity.  The  conversion  to  individual  gas
metering commenced this quarter with a targeted completion date of June 1, 1996.
In order to adjust to the market  rental rate for units in which the tenants pay
their own gas bills,  rental rates for new tenants have been lowered 8%. Current
tenants  have the option upon renewal to lower the current rent and begin paying
their own gas bill, or to continue with  landlord-paid  gas and accept a 3% rent
increase. After the conversion is completed,  occupancy is expected to stabilize
again in the low 90% range.

     The occupancy level at Greenbrier  Apartments was 93% at December 31, 1995,
unchanged from last quarter's average.  Capital  improvements planned for fiscal
1996 include replacing perimeter fences, selected landscape  replacements,  roof
repairs and balcony and gutter  replacements on an as-needed  basis.  Greenbrier
continues to produce  excess cash flow after the payment of operating  expenses,
debt  service  payments to the lender and capital  costs.  Although  the current
mortgage debt of $5,400,000, which is secured by the property and bears interest
at 10% per annum, does not mature until June 1998, the joint venture has applied
for a new  mortgage  loan  with  another  lender.  Given the  current  favorable
interest  rate  environment,  a new loan could  reduce the monthly  debt service
payments of the joint venture.

     At December 31, 1995,  the  Partnership  had cash and cash  equivalents  of
$1,671,000.  Such cash and cash  equivalents  will be  utilized  for the working
capital  requirements of the Partnership and for future refinancing expenses and
capital contributions 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, 1995

      The Partnership reported a net loss of $172,000 for the three months ended
December  31, 1995 as compared to a net loss of $244,000  for the same period in
the prior year. The primary  reason for this  favorable  change in net operating
results  was a  decrease  in the  Partnership's  share of  ventures'  losses  of
$72,000.  This decrease is due largely to a decrease in interest expense for the
Carriage  Hill  joint  venture,   resulting  from  the  mortgage  interest  rate
reduction,  achieved by the refinancing  during June 1995, as discussed  further
above. In addition, rental revenues improved at Seven Trails West Apartments and
Greenbrier  Apartments for the comparative periods mainly due to improved rental
rates at both  properties.  The decline in interest expense at Carriage Hill and
the improved  rental  revenues at Seven  Trails and  Greenbrier  were  partially
offset by decreases in revenue at Carriage  Hill and Bell Plaza and increases in
depreciation  and  amortization  expense  at all four  joint  ventures.  Revenue
dropped at Carriage Hill for the current  three-month period due to a decline in
the  property's  average  occupancy  level.  Revenues at Bell Plaza in the prior
period  reflect the lease  termination  fee received from Wal-Mart  prior to the
commencement of the United  Supermarkets  lease.  Depreciation  and amortization
expense  increased  at all of the joint  ventures  due to capital  improvements,
tenant improvements, leasing commissions and deferred financing costs which have
been incurred over the past year.




<PAGE>


                                     PART II
                                Other Information



Item 1. Legal Proceedings

     In  November  1994,  a series of  purported  class  actions  (the "New York
Limited Partnership Actions") were filed in the United States District Court for
the Southern District of New York concerning PaineWebber Incorporated's sale and
sponsorship of 70 limited  partnership  investments,  including those offered by
the Partnership.  The lawsuits were brought against PaineWebber Incorporated and
Paine Webber Group Inc.  (together  "PaineWebber"),  among others,  by allegedly
dissatisfied  partnership  investors.  In March  1995,  after the  actions  were
consolidated under the title In re PaineWebber Limited  Partnership  Litigation,
the  plaintiffs  amended their  complaint to assert claims  against a variety of
other  defendants,  including Fifth Income  Properties Fund, Inc. and Properties
Associates,  which are the General Partners of the Partnership and affiliates of
PaineWebber.  On May 30, 1995, the court certified class action treatment of the
claims asserted in the litigation.

     The amended complaint in the New York Limited  Partnership  Actions alleges
that, in connection with the sale of interests in Paine Webber Income Properties
Five Limited  Partnership,  PaineWebber,  Fifth Income Properties Fund, Inc. and
Properties  Associates  (1) failed to provide  adequate  disclosure of the risks
involved; (2) made false and misleading  representations about the safety of the
investments and the Partnership's anticipated performance;  and (3) marketed the
Partnership  to  investors  for whom such  investments  were not  suitable.  The
plaintiffs,  who purport to be suing on behalf of all  persons  who  invested in
Paine  Webber  Income  Properties  Five  Limited  Partnership,  also allege that
following  the sale of the  partnership  interests,  PaineWebber,  Fifth  Income
Properties  Fund,  Inc.  and  Properties  Associates   misrepresented  financial
information about the Partnerships value and performance.  The amended complaint
alleges that  PaineWebber,  Fifth Income  Properties  Fund,  Inc. and Properties
Associates  violated the  Racketeer  Influenced  and Corrupt  Organizations  Act
("RICO")  and the federal  securities  laws.  The  plaintiffs  seek  unspecified
damages,   including  reimbursement  for  all  sums  invested  by  them  in  the
partnerships,  as well as  disgorgement  of all fees and other income derived by
PaineWebber from the limited partnerships. In addition, the plaintiffs also seek
treble damages under RICO.

     In January 1996,  PaineWebber signed a memorandum of understanding with the
plaintiffs in the New York Limited Partnership Actions 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 plan of allocation which the parties expect
to submit  to the  court for its  consideration  and  approval  within  the next
several months. Until a definitive settlement and plan of allocation is approved
by the court,  there can be no assurance  what, if any,  payment or non-monetary
benefits will be made  available to investors in Paine Webber Income  Properties
Five Limited  Partnership.  Pursuant to provisions of the Partnership  Agreement
and other contractual  obligations,  under certain circumstances the Partnership
may be required to indemnify  Fifth Income  Properties  Fund,  Inc.,  Properties
Associates  and their  affiliates for costs and  liabilities in connection  with
this  litigation.   Management  has  had  discussions  with  representatives  of
PaineWebber  and, based on such  discussions,  the Partnership  does not believe
that  PaineWebber  intends  to invoke  the  aforementioned  indemnifications  in
connection with the settlement of this litigation.

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 13, 1996