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 MARCH 31, 1999

                                    OR

       |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

            For the transition period from ______ to _______ .


                      Commission File Number: 0-12087


          PAINE WEBBER INCOME PROPERTIES FIVE LIMITED PARTNERSHIP
           -----------------------------------------------------
          (Exact name of registrant as specified in its charter)


            Delaware                                           04-2780287
            --------                                           ----------
(State or other jurisdiction of                             (I.R.S.Employer
incorporation or organization)                              Identification No.)


265 Franklin Street, Boston, Massachusetts                         02110
------------------------------------------                         -----
(Address of principal executive offices)                           (Zip Code)


Registrant's telephone number, including area code  (617) 439-8118
                                                    --------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes |X| No |_|.
<PAGE>

             PAINE WEBBER INCOME PROPERTIES FIVE LIMITED PARTNERSHIP

                                 BALANCE SHEETS
                March 31, 1999 and September 30, 1998 (Unaudited)
                                 (In thousands)

                                     ASSETS

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

Investments in joint ventures, at equity           $  1,305    $   1,507
Cash and cash equivalents                             2,720       13,867
Accounts receivable - affiliates                          -          345
                                                   --------    ---------
                                                   $  4,025    $  15,719
                                                   ========    =========

                        LIABILITIES AND PARTNERS' CAPITAL

Accounts payable - affiliates                      $      -    $     878
Accounts payable and accrued expenses                   784           72
Partners' capital                                     3,241       14,769
                                                   --------    ---------
                                                   $  4,025    $  15,719
                                                   ========    =========


              STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
          For the six months ended March 31, 1999 and 1998 (Unaudited)
                                 (In thousands)

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

Balance at September 30, 1997                     $  (205)    $    (982)
Net income                                              2           238
                                                  -------     ---------
Balance at March 31, 1998                         $  (203)    $    (744)
                                                  =======     =========

Balance at September 30, 1998                     $   (45)    $  14,814
Cash distributions                                      -       (11,876)
Net income                                              3           345
                                                  -------     ---------
Balance at March 31, 1999                         $   (42)    $   3,283
                                                  =======     =========


                             See accompanying notes.


<PAGE>


             PAINE WEBBER INCOME PROPERTIES FIVE LIMITED PARTNERSHIP

                              STATEMENTS OF INCOME
     For the three and six months ended March 31, 1999 and 1998 (Unaudited)

                      (In thousands, except per Unit data)

                                    Three Months Ended     Six Months Ended
                                        March 31,              March 31,    
                                  --------------------    ------------------
                                      1999      1998        1999     1998
                                      ----      ----        ----     ----

Revenues:
   Interest and other income      $    137   $    85     $   274   $   119

Expenses:
   General and administrative           75        50         171       117
                                  --------   -------     -------   -------

Operating income                        62        35         103         2

Partnership's share of 
  ventures' income                     115      183          245       238
                                  --------   ------      -------   -------

Net income                        $    177   $  218      $   348   $   240
                                  ========   ======      =======   =======

Net income per Limited 
  Partnership Unit                $   5.00   $ 6.18      $  9.86   $  6.80
                                  ========   ======      =======   =======

Cash distributions per 
  Limited Partnership Unit        $ 240.00   $    -      $340.00   $     -
                                  ========   ======      =======   =======

      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>

<TABLE>

             PAINE WEBBER INCOME PROPERTIES FIVE LIMITED PARTNERSHIP

                            STATEMENTS OF CASH FLOWS
          For the six months ended March 31, 1999 and 1998 (Unaudited)
                Increase (Decrease) in Cash and Cash Equivalents
                                 (In thousands)
<CAPTION>
                                                                    1999       1998
                                                                    ----       ----
<S>                                                              <C>        <C>  

Cash flows from operating activities:
  Net income                                                    $    348    $      240
  Adjustments to reconcile net income to
   net cash provided by (used in) operating activities:
    Partnership's share of ventures' income                         (245)        (238)
    Changes in assets and liabilities:
      Accounts receivable - affiliates                               345            -
      Accounts payable - affiliates                                 (878)           -
      Accounts payable and accrued expenses                          712           (9)
                                                                --------    ---------
         Total adjustments                                           (66)        (247)
                                                                --------    ---------
         Net cash provided by (used in) operating activities         282           (7)

Cash flows from investing activities:
  Distributions from joint ventures                                  447          348
  Additional investments in joint ventures                             -           (9)
                                                                --------    ---------
         Net cash provided by investing activities                   447          339

Cash flows from financing activities:
  Distributions to partners                                      (11,876)           -
                                                                --------    ---------

Net (decrease) increase in cash and cash equivalents             (11,147)         332

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

Cash and cash equivalents, end of period                        $  2,720    $   2,497
                                                                ========    =========









                             See accompanying notes.
</TABLE>


<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 March 31, 1999 and  September  30, 1998 and revenues and
expenses  for the three- and  six-month  periods  ended March 31, 1999 and 1998.
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 six months ended
March 31,  1999 and 1998 is  $46,000  and  $44,000,  respectively,  representing
reimbursements  to an affiliate of the Managing  General  Partner for  providing
certain  financial,  accounting  and  investor  communication  services  to  the
Partnership.

      Also  included in general and  administrative  expenses for the six months
ended March 31, 1999 and 1998 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.

      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 March 31, 1999
(four at March 31, 1998) 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 was
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 and six
months ended March 31, 1999.  The condensed  combined  summary of operations for
the three and six months ended March 31, 1998 includes the operating  results of
the four joint ventures:

                    CONDENSED COMBINED SUMMARY OF OPERATIONS
           For the three and six months ended March 31, 1999 and 1998
                                 (in thousands)

                                      Three Months Ended   Six Months Ended
                                            March 31,          March 31,       
                                      ------------------   ----------------
                                         1999     1998      1999     1998
                                         ----     ----      ----     ----

   Rental revenues and expense
      recoveries                      $ 1,274  $ 3,026   $2,461   $5,878
   Interest and other income              137      199      229      339
                                      -------  -------   ------   ------
                                        1,411    3,225    2,690    6,217

   Property operating expenses            523    1,140      922    2,316
   Interest expense                       401    1,181      806    2,241
   Depreciation and amortization          327      679      652    1,376
                                      -------  -------   ------   ------
                                        1,251    3,000    2,380    5,933
                                      -------  -------   ------   ------
   Net income                         $   160  $   225   $  310   $  284
                                      =======  =======   ======   ======

   Net income:
     Partnership's share of
       combined income                $   115  $   183   $  245   $  238
     Co-venturers' share of
       combined income                     45       42       65       46
                                      -------  -------   ------   ------
                                      $   160  $   225   $  310   $  284
                                      =======  =======   ======   ======

<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  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.  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 1998, 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 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 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 was 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 98% leased as of March
31,  1999.  During the quarter  ended March 31,  1999, a video store tenant that
occupied  10,487  square  feet ceased  operations  at Bell Plaza and vacated the
property.  The space was subsequently  released to a new video store tenant that
agreed to lease a total of 12,000  square  feet.  The new video store  tenant is
expected to take occupancy during the third quarter of fiscal 1999. In addition,
a new lease was signed for a previously  vacant  1,590 square foot space.  While
Bell Plaza is 98% leased,  the  property's  leasing  team is  actively  pursuing
prospective  retailers  for the 3,460 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.
Subsequent  to the end of the  current  quarter,  the cinema  tenant gave formal
notice that they would not be renewing their lease. The property's  leasing team
is pursuing lease renewals with the other five tenants.  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 commenced during the quarter ended December 31, 1998. During the current
quarter, an offer was received to purchase the Bell Plaza Shopping Center from a
prospective   third-party  buyer  that  met  the  Partnership's  and  co-venture
partner's  sale  criteria.  Subsequent to the  quarter-end,  a purchase and sale
agreement was signed with this prospective  buyer and they have undertaken their
due diligence work. The sale remains  contingent upon,  among other things,  the
satisfactory completion of the buyer's due diligence.  Accordingly, there are no
assurances that this sale transaction will be completed.

      The occupancy level for the Seven Trails West  Apartments,  located in St.
Louis,  Missouri,  averaged  95% for the  quarter  ended  March  31,  1999.  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.  During the first quarter of fiscal 1999, 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 was signed with this prospective  buyer on March 21,
1999.  However,  a sale  transaction  could not be completed as the  prospective
buyer could not obtain the  necessary  financing to complete the  purchase.  The
Partnership and its co-venture partner subsequently renewed discussions with the
other  interested  bidders  and, in April 1999,  negotiated  a purchase and sale
agreement with one of these parties. However, since this sale remains contingent
upon, among other things, satisfactory completion of the prospective buyer's due
diligence, there are no assurances that a sale transaction will be completed.

     At March  31,  1999,  the  Partnership  had cash  and cash  equivalents  of
$2,720,000.  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 March 31, 1999
---------------------------------

     The Partnership  reported net income of $177,000 for the three months ended
March 31, 1999, as compared to net income of $218,000 for the same period in the
prior  year.  This  decrease  in net income of $41,000  was due to a decrease of
$68,000 in the  Partnership's  share of  ventures'  income  which was  partially
offset by an  increase of $27,000 in the  Partnership's  operating  income.  The
decrease  in the  Partnership's  share of  ventures'  income  was  mainly due to
increases in repairs and maintenance  expense at the Bell Plaza and Seven Trails
joint ventures.  Repairs and maintenance expense increased at both properties in
order to prepare  the  properties  to be marketed  for sale.  The  increases  in
repairs and maintenance expense were partially offset by 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  increase  of $26,000  in the  Partnership's  operating  income was the
result of an increase in interest and other income of $52,000.  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  Carriage  Hill  property 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  distribution  of the net sale  proceeds was made to the
Limited  Partners on March 15,  1999.  The increase in interest and other income
was partially  offset by an increase in general and  administrative  expenses of
$25,000.  The increase in general and administrative  expenses was primarily due
to an increase in certain required professional fees.

Six Months Ended March 31, 1999
-------------------------------

     The  Partnership  reported  net income of $348,000 for the six months ended
March 31, 1999, as compared to net income of $240,000 for the same period in the
prior year.  This  increase in net income of $108,000  was due to an increase of
$101,000 in the Partnership's  operating income and an increase of $7,000 in the
Partnership's  share of  ventures'  income.  The  increase in the  Partnership's
operating  income was mainly due to an increase in interest  and other income of
$155,000.  Interest  income was higher due to an increase  in the  Partnership's
average  outstanding  cash  reserve  balances  as a  result  of the  sale of the
Carriage Hill property 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  distribution  of the net sale proceeds was made to the Limited  Partners on
March 15, 1999.  The increase in interest and other income was partially  offset
by an increase in general and administrative  expenses of $54,000.  The increase
in general  and  administrative  expenses  was  primarily  due to an increase in
certain required professional fees.

     The increase in the Partnership's  share of ventures' income was mainly due
to an  increase  in rental  income  at the Seven  Trails  joint  venture  and an
increase  in rental  income  and  expense  reimbursements  at Bell Plaza for the
current  six-month  period.  The  increase in rental  income at Seven Trails was
mainly due to an increase in the average  occupancy level at the property during
the  current  period.  In  addition,  income  increased  at  Bell  Plaza  due to
additional  common  area  maintenance  reimbursements  received  in the  current
six-month period.




<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:  May 10, 1999