SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549


                               FORM 10-K


             Annual Report Pursuant to Section 13 or 15(d)
                of the Securities Exchange Act of 1934


For the fiscal year 
ended December 31, 1996              Commission file number 0-8716     


                    JMB INCOME PROPERTIES, LTD. - V
        ------------------------------------------------------
        (Exact name of registrant as specified in its charter)



              Illinois                   36-2897158                    
     (State of organization)  (I.R.S. Employer Identification No.)     


   900 N. Michigan Ave.,  Chicago, Illinois       60611                
   (Address of principal executive office)      (Zip Code)             


Registrant's telephone number, including area code 312-915-1987


Securities registered pursuant to Section 12(b) of the Act:

                                           Name of each exchange on    
Title of each class                         which registered           
-------------------                       -------------------------    
        None                                           None            


Securities registered pursuant to Section 12(g) of the Act:

                     LIMITED PARTNERSHIP INTERESTS
                           (Title of class)


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 

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K   X

State the aggregate market value of the voting stock held by non-affiliates
of the Registrant.  Not applicable.

Documents incorporated by reference:  None





                           TABLE OF CONTENTS



                                                          Page
                                                          ----
PART I

Item 1.      Business . . . . . . . . . . . . . . . . . .   1

Item 2.      Properties . . . . . . . . . . . . . . . . .   5

Item 3.      Legal Proceedings. . . . . . . . . . . . . .   7

Item 4.      Submission of Matters to a 
             Vote of Security Holders . . . . . . . . . .   7


PART II

Item 5.      Market for the Partnership's 
             Limited Partnership Interests and 
             Related Security Holder Matters. . . . . . .   7

Item 6.      Selected Financial Data. . . . . . . . . . .   8

Item 7.      Management's Discussion and 
             Analysis of Financial Condition and 
             Results of Operations. . . . . . . . . . . .  14

Item 8.      Financial Statements and 
             Supplementary Data . . . . . . . . . . . . .  19

Item 9.      Changes in and Disagreements 
             with Accountants on Accounting and 
             Financial Disclosure . . . . . . . . . . . .  43


PART III

Item 10.     Directors and Executive Officers 
             of the Partnership . . . . . . . . . . . . .  43

Item 11.     Executive Compensation . . . . . . . . . . .  46

Item 12.     Security Ownership of Certain 
             Beneficial Owners and Management . . . . . .  47

Item 13.     Certain Relationships and 
             Related Transactions . . . . . . . . . . . .  49


PART IV

Item 14.     Exhibits, Financial Statement Schedules, 
             and Reports on Form 8-K. . . . . . . . . . .  49


SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . .  51











                                   i




                                PART I

ITEM 1.  BUSINESS

     Unless otherwise indicated, all references to "Notes" are to Notes to
Consolidated Financial Statements contained in this report.  Capitalized
terms used herein, but not defined, have the same meanings as used in the
Notes.

     The registrant, JMB Income Properties, Ltd. - V (the "Partnership") is
a limited partnership formed in 1976 and currently governed by the Revised
Uniform Limited Partnership Act of the State of Illinois to invest in
improved income-producing commercial and residential real property.  The
Partnership sold $38,500,000, in Limited Partnership Interests (the
"Interests") to the public commencing on August 15, 1977 pursuant to a
Registration Statement on Form S-11 under the Securities Act of 1933
(Registration No. 2-58026).  A total of 38,500 Interests were sold to the
public at $1,000 per Interest.  The offering closed on September 30, 1977. 
No Limited Partner has made any additional capital contributions after such
date.  The Limited Partners of the Partnership share in their portion of
the benefits of ownership of the Partnership's real property investments
according to the number of Interests held.

     The Partnership is engaged solely in the business of the acquisition,
operation and sale and disposition of equity real estate investments.  Such
equity investments are held by fee title, leasehold estates and/or through
joint venture partnership interests.  The Partnership's real estate
investments are located in Virginia and North Carolina.  A presentation of
information about industry segments, geographic regions, raw materials or
seasonality is not applicable and would not be material to an understanding
of the Partnership's business taken as a whole.  Pursuant to the
Partnership Agreement, the Partnership is required to terminate no later
than December 31, 2026.  The Partnership is self-liquidating in nature.  At
sale of a particular property, the net proceeds, if any, are generally
distributed or reinvested in existing properties rather than invested in
acquiring additional properties.  As discussed further in Item 7, the
Partnership currently expects to conduct an orderly liquidation of its
remaining investment portfolio as quickly as practicable and to wind up its
affairs not later than December 31, 1999 barring any unforeseen economic
developments.

     The Partnership has made the real property investments set forth in
the following table:





<TABLE>
<CAPTION>
                                                     SALE OR DISPOSITION 
                                                       DATE OR IF OWNED
                                                     AT DECEMBER 31, 1996,
NAME, TYPE OF PROPERTY                     DATE OF     ORIGINAL INVESTED
    AND LOCATION                SIZE      PURCHASE  CAPITAL PERCENTAGE (a)       TYPE OF OWNERSHIP (b)
----------------------       ----------   --------  ----------------------       ---------------------
<S>                         <C>          <C>       <C>                           <C>
1. Wachovia Bank 
    Building
    and Phillips 
    Building
    office buildings
    Winston-Salem,
    North Carolina. . .       692,000      1-31-77             27%               fee ownershipof land and
                               sq.ft.                                            improvements (through joint
                               n.r.a.                                            venture partnership) 
                                                                                 (c) (f) (g)
2. Bristol Mall
    shopping center
    Bristol, Virginia .       428,000      8-31-77             17%               fee ownership of land and
                               sq.ft.                                            improvements (f) (g)
                               g.l.a.
3. Catawba Mall
    shopping center
    Hickory, 
    North Carolina. . .       260,500      1-30-78       sold 9-26-83            fee ownership of improve-
                               sq.ft.                  reacquired 8-8-89         ments and ground leasehold
                               g.l.a.                    sold 5-23-91            interest in land
4. Five Points Plaza
    shopping center
    Valdosta, Georgia .       178,000      1-30-78          6-16-86              fee ownership of land and
                               sq.ft.                                             improvements
                               g.l.a.
5. Northcross Mall
    shopping center
    Austin, Texas . . .       289,000      1-31-78          2-18-88              fee ownership of land and
                               sq.ft.                                             improvements (through
                               g.l.a.                                             joint venture partnership)
6. South DeKalb Mall
    shopping center
    Decatur, Georgia. .       326,000      7-28-78          6-30-86              fee ownership of land and
                               sq.ft.                                             improvements (through
                               g.l.a.                                             joint venture partnership)
7. Edgewater
    shopping center
    Foster City, 
    California. . . . .       114,000      9-22-78          3-31-86              fee ownership of land and
                               sq.ft.                                             improvements (through
                               g.l.a.                                             joint venture partnership)





                                                     SALE OR DISPOSITION 
                                                       DATE OR IF OWNED
                                                     AT DECEMBER 31, 1996,
NAME, TYPE OF PROPERTY                     DATE OF     ORIGINAL INVESTED
    AND LOCATION                SIZE      PURCHASE  CAPITAL PERCENTAGE (a)       TYPE OF OWNERSHIP (b)
----------------------       ----------   --------  ----------------------       ---------------------

8. Lenoir Mall
    shopping center
    Lenoir, 
    North Carolina. . .       279,000      7-27-79         11-30-84              fee ownership of land and
                               sq.ft.                                             improvements (through
                               g.l.a.                                             joint venture partnership)
9. Dutchess Mall
    shopping center
    Fishkill, 
    New York. . . . . .       373,000      10-3-79          5-13-94              fee ownership of land and
                               sq.ft.                                             improvements (through
                               g.l.a.                                             joint venture partnership)
                                                                                  (c) (e)
10. Cottonwood Park
     office building
     Casper, Wyoming. .        51,900      11-1-79          8-22-90              fee ownership of land and
                               sq.ft.                                            improvements 
                               n.r.a.
11. Towne South Plaza
     shopping center
     Terre Haute, 
     Indiana. . . . . .       176,000     12-10-79          8-1-83               fee ownership of land and 
                               sq.ft.                                             improvements (d)
                               n.r.a.





<FN>
---------------

(a)    The computation of this percentage for properties held at December
31, 1996 does not include amounts invested from sources other than the
original net proceeds of the public offering as described above and in Item
7.

(b)    Reference is made to the Notes and to Schedule III filed with this
annual report for the current outstanding principal balances and a
description of the long-term mortgage indebtedness secured by the
Partnership's real property investments.

(c)    Reference is made to the Notes filed with this annual report for a
description of the joint venture partnership through which the Partnership
made this real property investment.

(d)    This property has been sold.  Reference is made to the Notes filed
with this annual report for a description of the sale of such real property
investment.

(e)    The underlying lender realized upon its security in this property. 
Reference is made to the Notes filed with this annual report.

(f)    Reference is made to Item 8 - Schedule III filed with this annual
report for further information concerning the real estate taxes and
depreciation.

(g)    Reference is made to Item 6 - Selected Financial Data for
additional operating and lease expiration data concerning this investment
property.

</TABLE>




     The Partnership's real property investments are subject to competition
from similar types of properties (including, in certain areas, properties
owned by affiliates of the General Partners) in the respective vicinities
in which they are located.  Such competition is generally for the retention
of existing tenants.  Additionally, the Partnership is in competition for
new tenants in markets where significant vacancies are present.  Reference
is made to Item 7 below for a discussion of competitive conditions and
further renovation and capital improvement plans of the Partnership and
certain of its significant investment properties.  Approximate occupancy
levels for the properties are set forth in the table in Item 2 below to
which reference is hereby made.  The Partnership maintains the suitability
and competitiveness of its properties in its markets primarily on the basis
of effective rents, tenant allowances and service provided to tenants.  In
the opinion of the Managing General Partner of the Partnership, all of the
investment properties held at December 31, 1996 are adequately insured.

     Reference is made to the Notes for a schedule of minimum lease
payments to be received in each of the next five years, and in the
aggregate thereafter, under leases in effect at the Partnership's
properties as of December 31, 1996.

     The Partnership has no employees other than personnel performing on-
site duties at certain of the Partnership's properties, none of whom are
officers or directors of the Managing General Partner of the Partnership.

     The terms of transactions between the Partnership, the General
Partners and their affiliates are set forth in Item 11 below to which
reference is hereby made for a description of such terms and transactions.



ITEM 2.  PROPERTIES

     The Partnership owns directly or through joint venture partnerships
the properties or interests in the properties referred to under Item 1
above to which reference is hereby made for a description of said
properties.

     The following is a listing of principal businesses or occupations
carried on in and approximate occupancy levels by quarter during fiscal
years 1996 and 1995 for the Partnership's investment properties owned
during 1996:





<TABLE>
<CAPTION>
                                                             1995                      1996           
                                                   ------------------------- -------------------------
                                                     At    At     At     At    At     At    At     At 
                               Principal Business   3/31  6/30   9/30  12/31  3/31   6/30  9/30  12/31
                               ------------------   ----  ----   ----  -----  ----   ---- -----  -----
<S>                            <C>                 <C>   <C>    <C>   <C>    <C>    <C>  <C>    <C>   
1. Wachovia Bank Building
    and Phillips Building
    Winston-Salem,
    North Carolina. . . . . .  Banking              100%  100%   100%   100%   60%    69%   65%    63%

2. Bristol Mall
    Bristol, Virginia . . . .  Retail                82%   83%    82%    83%   81%    81%   81%    80%

----------
<FN>

     Reference is made to Item 6, Item 7 and to the Notes for further information regarding property occupancy,
competitive conditions and tenant leases at the Partnership's investment properties.


</TABLE>




ITEM 3.  LEGAL PROCEEDINGS

     The Partnership is not subject to any material pending legal
proceedings.



ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no matters submitted to a vote of security holders during
fiscal years 1995 and 1996.




                                PART II

ITEM 5.  MARKET FOR THE PARTNERSHIP'S LIMITED PARTNERSHIP INTERESTS 
         AND RELATED SECURITY HOLDER MATTERS

     As of December 31, 1996, there were 3,463 record holders of Interests
of the Partnership.  There is no public market for Interests and it is not
anticipated that a public market for Interests will develop.  Upon request,
the Managing General Partner may provide information relating to a
prospective transfer of Interests to an investor desiring to transfer his
Interests.  The price to be paid for the Interests, as well as any other
economic aspects of the transaction, will be subject to negotiation by the
Investor.  There are certain conditions and restrictions on the transfer of
Interests, including, among other things, the requirement that the
substitution of a transferee of Interests as a Limited Partner of the
Partnership be subject to the written consent of the Managing General
Partner, which, may be granted or withheld in its sole and absolute
discretion.  The rights of a transferee of Interests who does not become a
substituted Limited Partner will be limited to the rights to receive his
share of profits or losses and cash distributions from the Partnership, and
such transferee will not be entitled to vote such Interests or have other
rights of a Limited Partner.  No transfer will be effective until the first
day of the next succeeding calendar quarter after the requisite transfer
form satisfactory to the Managing General Partner has been received by the
Managing General Partner.  The transferee consequently will not be entitled
to receive any cash distributions or any allocable share of profits or
losses for tax purposes until such next succeeding calendar quarter. 
Profits or losses from operations of the Partnership for a calendar year in
which a transfer occurs will be allocated between the transferor and the
transferee based upon the number of quarterly periods in which each was
recognized as the holder of the Interests, without regard to the results of
the Partnership's operations during particular quarterly periods and
without regard to whether cash distributions were made to the transferor or
transferee.  Profits or losses arising from the sale or other disposition
of Partnership properties will be allocated to the recognized holder of the
Interests as of the last day of the quarter in which the Partnership
recognized such profits or losses.  Cash distributions to a holder of
Interests arising from the sale or other disposition of Partnership
properties will be distributed to the recognized holder of the Interests as
of the last day of the quarterly period with respect to which such
distribution is made.

     Reference is made to Item 6 below for a discussion of cash
distributions made to the Limited Partners.





<TABLE>
ITEM 6.  SELECTED FINANCIAL DATA

                                       JMB INCOME PROPERTIES, LTD. - V
                                           (A LIMITED PARTNERSHIP)
                                          AND CONSOLIDATED VENTURES

                                 DECEMBER 31, 1996, 1995, 1994, 1993 AND 1992
                                (NOT COVERED BY INDEPENDENT AUDITORS' REPORT)


<CAPTION>
                                1996          1995          1994          1993          1992    
                            -----------   -----------   -----------    ----------    ---------- 
<S>                        <C>           <C>           <C>            <C>           <C>         
Total income. . . . . . .   $ 9,872,882    11,164,462    11,361,173    11,107,289    10,739,494 
                            ===========   ===========    ==========    ==========    ========== 
Operating earnings
 (loss) . . . . . . . . .   $ 1,863,774     2,643,742     2,539,816     2,064,869     1,160,733 
Partnership's share of
 operations of unconsol-
 idated venture . . . . .         --            --          (68,090)     (172,317)      (88,344)
Venture partners' share
 of ventures' opera-
 tions. . . . . . . . . .    (1,058,935)   (1,329,867)   (1,282,966)   (1,219,816)   (1,160,087)
                            -----------   -----------    ----------    ----------    ---------- 
Net operating earnings 
 (loss) . . . . . . . . .       804,839     1,313,875     1,188,760       672,736       (87,698)
Gain on sale or disposi-
 tion of investment
 properties . . . . . . .         --            --        1,984,734        39,297     2,750,372 
                            -----------   -----------    ----------    ----------    ---------- 
Net earnings (loss) . . .   $   804,839     1,313,875     3,173,494       712,033     2,662,674 
                            ===========   ===========    ==========    ==========    ========== 
Net earnings (loss) per
 Interest (b):
   Net operating earnings
    (loss). . . . . . . .   $     20.28         33.10         29.95         16.95         (2.21)
   Gain on sale or dis-
     position of invest-
     ment properties. . .         --            --            51.03          1.01         70.71 
                            -----------   -----------    ----------    ----------    ---------- 
    Net earnings
     (loss) . . . . . . .   $     20.28         33.10         80.98         17.96         68.50 
                            ===========   ===========    ==========    ==========    ========== 
Total assets. . . . . . .   $30,258,324    26,729,695    25,048,902    26,365,897    25,466,181 
Long-term debt. . . . . .   $24,939,477     5,880,735    26,426,311    30,861,793    31,592,894 
Cash distributions per
 Interest (c) . . . . . .   $       .99          1.67          1.71          1.59           .45 
                            ===========   ===========    ==========    ==========    ========== 





<FN>
---------------

(a)    The above selected financial data should be read in conjunction
with the consolidated financial statements and the related notes appearing
elsewhere in this annual report.

(b)    The net earnings (loss) per Interest is based upon the Interests
outstanding at the end of each period (38,505).

(c)    Cash distributions from the Partnership are generally not equal to
Partnership income (loss) for financial reporting or Federal income tax
purposes.  Each Partner's taxable income (or loss) from the Partnership in
each year is equal to his allocable share of the taxable income (loss) of
the Partnership, without regard to the cash generated or distributed by the
Partnership.  Accordingly, cash distributions to the Limited Partners since
the inception of the Partnership have not resulted in taxable income to
such Limited Partners and have therefore represented a return of capital.

</TABLE>




<TABLE>

SIGNIFICANT PROPERTY - SELECTED RENTAL AND OPERATING DATA AS OF DECEMBER 31, 1996


<CAPTION>

Property
--------

Wachovia Bank
Building and
Philips Building   a)   The net rentable area ("NRA")
                        occupancy rate and average
                        base rent per square foot as of
                        December 31 for each of the last 
                        five years were as follows:

                                                    NRA             Avg. Base Rent Per
                         December 31,          Occupancy Rate       Square Foot (1)
                         ------------          --------------       ------------------
<S>                <C>   <C>                   <C>                  <C>

                         1992                     99%                 6.47
                         1993                    100%                 6.72
                         1994                    100%                 6.71
                         1995                    100%                 6.68
                         1996                     63%                 9.08
<FN>
                         (1)  Average base rent per square foot is based on NRA occupied
                              as of December 31 of each year.
</TABLE>
<TABLE>
<CAPTION>
                                                                Base Rent  Scheduled Lease Lease
                   b)     Significant Tenants      Square Feet  Per Annum  Expiration Date Renewal Option(s)
                          -------------------      -----------  ---------  --------------- -----------------
<S>                <C>    <C>                      <C>          <C>        <C>             <C>
                          Wachovia Bank and 
                          Trust Company-
                            Wachovia Bank
                             Building (Bank)       130,074      $1,600,921     12/1997     2-2 year options
                            Phillips Building
                             (Bank)                268,708       1,556,159     2/2002      N/A  

</TABLE>




<TABLE>
<CAPTION>
                   c)     The following table sets forth certain
                          information with respect to the expiration
                          of leases for the next ten years at the
                          Wachovia Bank Building and Phillips Building:

                                                                            Annualized        Percent of
                                           Number of        Approx. Total   Base Rent         Total 1996
                          Year Ending      Expiring         NRA of Expiring of Expiring       Base Rent
                          December 31,     Leases           Leases (1)      Leases            Expiring
                          ------------     ---------        --------------- -----------       ----------
<S>                <C>    <C>              <C>              <C>             <C>               <C>
                            1997              11                39,080         499,266            13%
                            1998               1               117,882       1,473,525            37%
                            1999              --                 --              --               -- 
                            2000               1                 1,360          24,564             1%
                            2001              --                 --              --               -- 
                            2002               1               268,708       1,556,159            39%
                            2003              --                 --              --               -- 
                            2004              --                 --              --               -- 
                            2005              --                 --              --               -- 
                            2006              --                 --              --               -- 
<FN>

                            (1)  Excludes leases that expire in 1997 for which 
                                 renewal leases or leases with replacement tenants 
                                 have been executed as of January 31, 1997.
</TABLE>




<TABLE>
<CAPTION>

Property
--------

Bristol Mall       a)     The gross leasable area ("GLA") occupancy 
                          rate and average base rent per square foot 
                          as of December 31for each of the last 
                          five years wereas follows:

                                                    GLA             Avg. Base Rent Per
                          December 31,         Occupancy Rate       Square Foot (1)
                          ------------         --------------       ------------------
<S>                <C>    <C>                  <C>                  <C>
                               1992 . . . . .       88%                  5.32
                               1993 . . . . .       86%                  5.23
                               1994 . . . . .       82%                  5.05
                               1995 . . . . .       83%                  5.05
                               1996 . . . . .       80%                  5.20
<FN>
                               (1)  Average base rent per square foot is based on GLA occupied
                                    as of December 31 of each year.
</TABLE>
<TABLE>
<CAPTION>
                                                                Base Rent  Scheduled Lease Lease
                   b)     Significant Tenants      Square Feet  Per Annum  Expiration Date Renewal Option(s)
                          -------------------      -----------  ---------  --------------- -----------------
<S>                <C>    <C>                      <C>          <C>        <C>             <C>
                          Parks Belk               83,030       186,822    7/2000          N/A  
                          (Department Store)
                          Sears                    93,750       109,999    7/2004          4-5 year
                          (Department Store)                                                 options
                          Proffitt's               46,230       122,510    3/2000          N/A  
                          (Department Store)
</TABLE>




<TABLE>
<CAPTION>
                   c)     The following table sets forth certain
                          information with respect to the expiration
                          of leases for the next ten years at the
                          Bristol Mall:

                                                                            Annualized        Percent of
                                           Number of        Approx. Total   Base Rent         Total 1996
                          Year Ending      Expiring         GLA of Expiring of Expiring       Base Rent
                          December 31,     Leases           Leases (1)      Leases            Expiring
                          ------------     ---------        --------------- -----------       ----------
<S>                <C>    <C>              <C>              <C>             <C>               <C>
                            1997               7                16,111         167,088             9%
                            1998               6                17,457         160,739             9%
                            1999               3                 3,719          71,220             4%
                            2000              15               154,832         758,520            43%
                            2001               4                24,637         235,164            13%
                            2002               1                 3,547          53,196             3%
                            2003               2                18,888         170,988            10%
                            2004               2                97,206         158,376             9%
                            2005               3                 8,175         160,728             9%
                            2006               2                 2,818          65,700             4%
<FN>
                            (1)  Excludes leases that expire in 1997 for which 
                                 renewal leases or leases with replacement tenants 
                                 have been executed as of March 6, 1997.
</TABLE>




ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
         AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

     As a result of the public offering of Interests as described in Item
1, the Partnership had approximately $34,926,000 (after deducting selling
expenses and other offering costs) with which to make investments in
income-producing commercial and residential real property, to pay legal
fees and other costs (including acquisition fees) related to such
investments and for working capital reserves.  A portion of such proceeds
was utilized to acquire the properties described in Item 1 above.

     During 1996 and 1997, some of the Limited Partners in the Partnership
received from unaffiliated third parties unsolicited tender offers to
purchase up to 4.9% of the Interests in the Partnership between $100 and
$160 per Interest.  The Partnership recommended against acceptance of these
offers on the basis that, among other things, the offer prices were
inadequate.  Such offers expired.  As of the date of this report, the
Partnership is aware that 1,148.34 Interests have been purchased by such
unaffiliated third parties either pursuant to such tender offers or through
negotiated purchases.  It is possible that other offers for Interests may
be made by unaffiliated third parties in the future, although there is no
assurance that any other third party will commence an offer for Interests,
the terms of any such offer or whether any such offer, if made, will be
consummated, amended or withdrawn.  The board of directors of JMB Realty
Corporation ("JMB") the managing general partner of the Partnership, has
established a special committee (the "Special Committee") consisting of
certain directors of JMB to deal with all matters relating to tender offers
for Interests in the Partnership, including any and all responses to such
tender offers.  The Special Committee has retained independent counsel to
advise it in connection with any potential tender offers for Interests and
has retained Lehman Brothers Inc. as financial advisor to assist the
Special Committee in evaluating and responding to any additional potential
tender offers for Interests.

     At December 31, 1996, the Partnership and its consolidated venture had
cash and cash equivalents of approximately $9,717,000. Such funds are
available for distributions to partners, for working capital requirements
and operating deficits (including capital improvements) at Bristol Mall. 
In addition, the Partnership has funded, from its working capital, a
portion of the costs incurred to date related to the Bristol Mall expansion
(as described below), and additional Partnership funds will be required. 
Accordingly, the Partnership has suspended regular quarterly distributions
of available operating cash flow to partners.  The Partnership and its
consolidated venture have currently budgeted in 1997 approximately $222,000
for tenant improvements and other capital expenditures (excluding any
amounts for the enhancement program described below).  The Partnership's
share of such items in 1997 is currently budgeted to be approximately
$189,000.  Actual amounts expended in 1997 may vary depending on a number
of factors including actual leasing activity, results of property
operations, liquidity considerations and other market conditions over the
course of the year.  The source of capital for the aforementioned such
items and for short-term liquidity is expected to be from the cash and cash
equivalents noted above.  Long-term future liquidity is expected to be
through net cash generated by and through the sale of Bristol Mall.  Due to
the re-leasing issues, the Wachovia Bank Building and Phillips Building is
not expected to be a source of long-term future liquidity.  In such regard,
reference is made to the Partnership's property specific discussions below.

The Partnership's and its venture's mortgage obligations are separate non-
recourse loans secured individually by the investment properties and are
not obligations of the entire investment portfolio, and therefore, the
Partnership and its venture are not personally liable for the payment of
the mortgage indebtedness.





     The General Partners and their affiliates have deferred payment of
certain property management and leasing fees of approximately $1,304,000
(approximately $33 per interest) as of December 31, 1996 pursuant to the
Wachovia agreement with its venture partner (as more fully discussed in the
Notes).

BRISTOL MALL

     During 1989, the Partnership entered into a lease with the J.C. Penney
Company ("J.C. Penney") for an 86,000 square foot addition at the Bristol
Mall shopping center.  For the lease to commence, an addition and
associated mall enhancement program was required to be completed. This led
to protracted negotiations with J.C. Penney and the property's mortgage
lender to determine how these capital costs would be funded.  As a result,
in July 1996, the Partnership and J.C. Penney executed an amendment to the
existing lease, and the Partnership began construction of the anchor store
and the mall enhancement.

     The estimated cost of the construction of the anchor store, as well as
the mall enhancement and certain anticipated tenant improvement costs is
approximately $13,950,000, of which approximately $3,880,000 (including
pre-development costs) has been funded as of December 31, 1996.

     The Partnership expects to utilize a construction loan provided by
J.C. Penney for certain construction costs up to $5,165,200, of which
approximately $1,260,000 has been funded at December 31, 1996.  The
remaining costs to be funded by the Partnership of approximately $6,160,000
are expected to be funded from available cash.

     The construction loan bears an interest rate of 10% per annum and
interest accrues on the funds from the date of the advance.  The
Partnership is not required to make any payments on the loan until the
first month after the opening date of the new anchor store (currently
expected to be in August 1997).  Upon opening of the new anchor store, the
Partnership will be required to make monthly interest only payments for
five years on the total amount advanced under the loan plus any accrued,
but unpaid interest from the construction period.  Thereafter, for the
remaining 5-year term of the loan, the Partnership will be required to make
payments of both principal and interest based on a ten-year amortization
with the balance of unpaid principal due upon maturity.  All rental amounts
due from the tenant to the Partnership under the terms of the lease
amendment will be applied to offset these debt service payments.  The loan
is secured by the store currently under construction and the related land. 

Additionally, in September 1996, the Partnership escrowed $1,000,000 as
required by the loan.  The Partnership may begin to withdraw funds from the
escrow account when construction of the anchor store is 50% complete, and
all remaining escrowed funds are expected to be withdrawn before completion
of construction.

     Due to the above, the Partnership is no longer actively marketing the
property for sale.


WACHOVIA BANK BUILDING AND PHILLIPS BUILDING

     The Partnership is currently marketing the remaining space
(approximately 40% of the buildings vacated by Wachovia Bank at the
expiration of one of their leases in December 1995) to prospective
replacement tenants but has not been successful in its efforts due to the
lack of large space users in this market.  In the fourth quarter of 1996,
Wachovia Bank notified the venture that it was exercising its option to
extend a lease (approximately 117,000 square feet) until June 1998 upon the
expiration of the current lease in December 1997.  Re-leasing the remaining
space in the building or any additional extensions of the Wachovia Bank
lease would likely require major renovation to the building as well as
significant tenant improvements which, in turn, would be contingent upon
the Partnership obtaining financing for these tenant replacement costs. 
Unless replacement tenants are secured on acceptable




terms for the remaining space, it is unlikely that the Partnership will
commit any additional funds to the property.  This may result in the
Partnership no longer having an ownership interest in the two office
buildings.  This action would result in a gain for financial reporting and
Federal income tax purposes with no corresponding distributable proceeds. 
Additionally, the Partnership could be required to remit to the state tax
authorities withholding for taxes due as a result of this action.  This
withholding amount is currently estimated to be approximately $500,000.

     The mortgage loan secured by the property matured in October 1996. 
Wachovia reached an agreement with the current mortgage lender to modify
and extend the existing mortgage note effective November 1, 1996.  The loan
requires principal and interest payments based on a 22 year amortization at
an interest rate of 9.55% per annum and matures on November 1, 2001, when
all remaining principal and unpaid interest is due.  The venture paid loan
commitment fees in 1996 of approximately $105,000 to the lender in
conjunction with the modification and extension.

     The Partnership's venture partner had agreed to contribute
$10,700,000, before applicable interest, to the venture pursuant to a
payment schedule from the closing date through August 1, 1996, when it
would owe the balance of its obligation (approximately $7,600,000).  The
venture partner has continued to make contributions based on the old
payment schedule rather than making the balloon payment in August 1996 as
required.  As a result, the venture partner is currently approximately
$7,500,000 in arrears for such contributions as of the date of this report.

The venture partner's obligation to make such payment is secured only by
its interest in the venture.  In the fourth quarter of 1996, the
Partnership notified the venture partner of its default effective August
1996.  As a result of the extension of the first mortgage loan securing the
property as discussed above, the Partnership is currently negotiating a
possible extension of the payment schedule with the venture partner. 
However, there can be no assurance that any such agreement will be reached.

     The accompanying consolidated financial statements include
approximately $6,400,000 of undistributed operating cash flow related to
the Wachovia Building Associates.  Such funds are distributable to the
Partnership and the unaffiliated joint venture partner in the amounts of
approximately $3,800,000 and $2,600,000, respectively.  In January 1997,
the venture distributed approximately $2,773,000 and $2,112,000 to the
Partnership and the venture partner, respectively.  Such funds did not
secure the venture partner's obligations discussed above and consequently
the venture could not offset such distributions against the venture
partner's unfunded capital commitment.

GENERAL

     There are certain risks associated with the Partnership's investments
made through joint ventures including the possibility that the
Partnership's joint venture partners in an investment might become unable
or unwilling to fulfill their financial or other obligations, or that such
joint venture partners may have economic or business interests or goals
that are inconsistent with those of the Partnership.

     As a result of the real estate market conditions discussed above, the
Partnership continues to conserve its working capital.  All expenditures
are carefully analyzed and certain capital projects are deferred when
appropriate.  By conserving working capital, the Partnership will be in a
better position to meet the future needs of its properties since the
availability of satisfactory outside sources of capital may be limited
given the portfolio's current debt levels.  Due to these factors, the
Partnership has held its remaining investment properties longer than
originally anticipated in an effort to maximize the return to the Limited
Partners.  However, after reviewing the remaining properties and the
marketplaces in which they operate, the General Partners of the Partnership




expect to be able to conduct an orderly liquidation of its remaining
investment portfolio as quickly as practicable.  Therefore, the affairs of
the Partnership are expected to be wound up no later than December 31, 1999
(sooner, if the properties are sold or disposed of in the near term),
barring unforeseen economic developments.

RESULTS OF OPERATIONS

     The increase in escrow deposits, investment properties, construction
loan payable and the related decrease in cash and cash equivalents at
December 31, 1996 as compared to December 31, 1995 is primarily due to the
commencement of the addition and related mall enhancement at the Bristol
Mall in July 1996.

     The increase in deferred expenses at December 31, 1996 as compared to
December 31, 1995 is due to payment in 1996 of certain fees to obtain the
construction loan at the Bristol Mall and to modify the mortgage loan at
the Wachovia Bank Building as discussed above.

     The decrease in current portion of long-term debt at December 31, 1996
as compared to December 31, 1995 and the corresponding increase in long-
term debt, less current portion is primarily due to the modification and
extension of the mortgage loan (originally scheduled to mature October 31,
1996 and now extended to November 1, 2001) at the Wachovia Bank Building
effective November 1, 1996.

     The increase in accounts payable at December 31, 1996 as compared to
December 31, 1995 is primarily due to the timing of payments for
construction costs incurred for the addition and related mall enhancement
at the Bristol Mall.

     The decrease in rental income and venture partner's share of venture's
operations in 1996 as compared to 1995 is primarily due to the decrease in
occupancy at the Wachovia Bank Building and Phillips Building due to the
Wachovia Bank vacating approximately 40% of the buildings upon the
expiration of their lease on December 31, 1995.  The decrease in rental
income in 1995 as compared to 1994 is primarily due to a payment received
in May 1994 by the Partnership resulting from a bankruptcy settlement from
a tenant at a former Partnership investment property (approximately
$54,000) and a lease termination fee received in May 1994 from a former
tenant at Bristol Mall (approximately $57,000).

     The decrease in interest income in 1996 as compared to 1995 is
primarily due to a lower average investment balance due to the commencement
of the addition and related mall enhancement at the Bristol Mall in July
1996.  The decrease in interest income in 1995 as compared to 1994 is
primarily due to the retirement of the Towne South Plaza wrap-around
mortgage note receivable in 1994.

     The decrease in mortgage and other interest in 1996 as compared to
1995 is primarily due to the capitalization of approximately $89,000 of
interest on certain construction costs incurred at the Bristol Mall.  The
decrease in mortgage and other interest in 1995 as compared to 1994 is
primarily due to the retirement of the Towne South Plaza mortgage in
October 1994.

     The decrease in depreciation in 1996 as compared to 1995 is due to the
classification of the Wachovia Bank Building as assets held for sale or
disposition at July 1, 1996, and therefore, not subject to continued
depreciation.

     The increase in general and administrative expenses in 1996 as
compared to 1995 and 1994 is primarily due to the use of independent third
parties to perform certain administrative services for the Partnership.

     The decrease in Partnership's share of unconsolidated venture loss
from operations in 1996 and 1995 as compared to 1994 is primarily due to
the transfer of title for Dutchess Mall in May 1994.





     The gain on sale or disposition of investment properties in 1994 is
due to the recognition of gain on the sale of Towne South Mall
(approximately $1,570,000) and gain on the disposition of Dutchess Mall
(approximately $415,000).

INFLATION

     Due to the decrease in the level of inflation in recent years,
inflation generally has not had a material effect on rental income or
property operating expenses.

     Inflation is not expected to significantly impact future operations
due to the expected liquidation of the Partnership by 1999.  However, to
the extent that inflation in future periods would have an adverse impact on
property operating expenses, the effect would generally be offset by
amounts recovered from tenants as many of the long-term leases at the
Partnership's commercial properties have escalation clauses covering
increases in the cost of operating and maintaining the properties as well
as real estate taxes.  Therefore, there should be little effect from
inflation on operating earnings if the properties remain substantially
occupied.  In addition, substantially all of the leases at the Partner-
ship's shopping center investment contain provisions which entitle the
Partnership to participate in gross receipts of tenants above fixed minimum
amounts.






ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


                    JMB INCOME PROPERTIES, LTD. - V
                        (A LIMITED PARTNERSHIP)
                       AND CONSOLIDATED VENTURE

                                 INDEX


Independent Auditors' Report

Consolidated Balance Sheets, December 31, 1996 and 1995

Consolidated Statements of Operations, years ended December 31, 
  1996, 1995 and 1994

Consolidated Statements of Partners' Capital Accounts (Deficits), 
  years ended December 31, 1996, 1995 and 1994

Consolidated Statements of Cash Flows, years ended December 31, 
  1996, 1995 and 1994

Notes to Consolidated Financial Statements


                                                          Schedule     
                                                          --------     

Consolidated Real Estate and Accumulated Depreciation        III       


Schedules not filed:

     All schedules other than the one indicated in the index have been
omitted as the required information is inapplicable or the information is
presented in the consolidated financial statements or related notes.
























                     INDEPENDENT AUDITORS' REPORT


The Partners
JMB INCOME PROPERTIES, LTD. - V:

     We have audited the consolidated financial statements of JMB Income
Properties, Ltd. - V (a limited partnership) and consolidated venture as
listed in the accompanying index.  In connection with our audits of the
consolidated financial statements, we also have audited the financial
statement schedule as listed in the accompanying index.  These consolidated
financial statements and financial statement schedule are the
responsibility of the General Partners of the Partnership.  Our
responsibility is to express an opinion on these consolidated financial
statements and financial statement schedule based on our audits.

     We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by the General Partners of the
Partnership, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis for
our opinion.

     In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
JMB Income Properties, Ltd. - V and consolidated venture at December 31,
1996 and 1995, and the results of their operations and their cash flows for
each of the years in the three-year period ended December 31, 1996, in
conformity with generally accepted accounting principles.  Also in our
opinion, the related financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth
therein.

     As discussed in the Notes to the consolidated financial statements, in
1996, the Partnership and its consolidated venture changed their method of
accounting for long-lived assets and long-lived assets to be disposed of to
conform with Statement of Financial Accounting Standards No. 121.







                                          KPMG PEAT MARWICK LLP        

Chicago, Illinois
March 21, 1997





<TABLE>

                                       JMB INCOME PROPERTIES, LTD. - V
                                           (A LIMITED PARTNERSHIP)
                                          AND CONSOLIDATED VENTURE

                                         CONSOLIDATED BALANCE SHEETS

                                         DECEMBER 31, 1996 AND 1995

                                                   ASSETS
                                                   ------
<CAPTION>
                                                                            1996              1995    
                                                                        ------------      ----------- 
<S>                                                                    <C>               <C>          
Current assets:
  Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . .   $  9,717,478       11,134,983 
  Interest, rents and other receivables . . . . . . . . . . . . . . .        273,553          283,687 
  Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . .         62,341           28,421 
  Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . .      1,005,343            --    
                                                                        ------------      ----------- 
          Total current assets. . . . . . . . . . . . . . . . . . . .     11,058,715       11,447,091 
                                                                        ------------      ----------- 

Investment properties, at cost - Schedule III:
  Land. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        801,703        2,751,617 
  Buildings and improvements. . . . . . . . . . . . . . . . . . . . .     22,882,195       29,938,273 
                                                                        ------------      ----------- 
                                                                          23,683,898       32,689,890 
  Less accumulated depreciation . . . . . . . . . . . . . . . . . . .     12,468,511       17,870,466 
                                                                        ------------      ----------- 
          Total properties held for investment,
            net of accumulated depreciation . . . . . . . . . . . . .     11,215,387       14,819,424 

  Property held for sale or disposition . . . . . . . . . . . . . . .      7,299,846            --    
                                                                        ------------      ----------- 
          Total investment properties . . . . . . . . . . . . . . . .     18,515,233       14,819,424 
                                                                        ------------      ----------- 
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . .        346,713           74,671 
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . .        337,663          388,509 
                                                                        ------------      ----------- 
                                                                        $ 30,258,324       26,729,695 
                                                                        ============      =========== 




                                       JMB INCOME PROPERTIES, LTD. - V
                                           (A LIMITED PARTNERSHIP)
                                          AND CONSOLIDATED VENTURE
                                   CONSOLIDATED BALANCE SHEETS - CONTINUED

                            LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
                            -----------------------------------------------------
                                                                            1996              1995    
                                                                        ------------      ----------- 
Current liabilities:
  Current portion of long-term debt . . . . . . . . . . . . . . . . .    $   749,993       20,545,576 
  Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . .      2,607,242        1,389,326 
  Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . .        219,331          201,081 
  Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . .        480,208          480,406 
  Other current liabilities . . . . . . . . . . . . . . . . . . . . .         52,026           30,541 
                                                                        ------------      ----------- 
          Total current liabilities . . . . . . . . . . . . . . . . .      4,108,800       22,646,930 
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . .         24,668           23,916 
Construction loan payable . . . . . . . . . . . . . . . . . . . . . .      1,262,281            --    
Long-term debt, less current portion. . . . . . . . . . . . . . . . .     24,939,477        5,880,735 
                                                                        ------------      ----------- 
Commitments and contingencies

          Total liabilities . . . . . . . . . . . . . . . . . . . . .     30,335,226       28,551,581 

Venture partners' subordinated equity in venture. . . . . . . . . . .     11,810,336       10,831,122 
Partners' capital accounts (deficits):
  General partners:
     Capital contributions. . . . . . . . . . . . . . . . . . . . . .          1,000            1,000 
     Cumulative net earnings  . . . . . . . . . . . . . . . . . . . .      1,422,001        1,397,856 
     Cumulative cash distributions. . . . . . . . . . . . . . . . . .     (3,092,059)      (3,090,976)
                                                                        ------------      ----------- 
                                                                          (1,669,058)      (1,692,120)
                                                                        ------------      ----------- 
  Limited partners (38,505 interests):
     Capital contributions, net of offering costs . . . . . . . . . .     34,926,505       34,926,505 
     Cumulative net earnings. . . . . . . . . . . . . . . . . . . . .     27,057,194       26,276,500 
     Cumulative cash distributions. . . . . . . . . . . . . . . . . .    (72,201,879)     (72,163,893)
                                                                        ------------      ----------- 
                                                                         (10,218,180)     (10,960,888)
                                                                        ------------      ----------- 
          Total partners' capital accounts (deficits) . . . . . . . .    (11,887,238)     (12,653,008)
                                                                        ------------      ----------- 
                                                                        $ 30,258,324       26,729,695 
                                                                        ============      =========== 



<FN>
                        See accompanying notes to consolidated financial statements.
</TABLE>




<TABLE>
                                       JMB INCOME PROPERTIES, LTD. - V
                                           (A LIMITED PARTNERSHIP)
                                          AND CONSOLIDATED VENTURE

                                    CONSOLIDATED STATEMENTS OF OPERATIONS

                                YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<CAPTION>
                                                           1996             1995            1994     
                                                       ------------     ------------    ------------ 
<S>                                                   <C>              <C>             <C>           
Income:
  Rental income . . . . . . . . . . . . . . . . . .    $  9,389,612       10,654,795      10,721,254 
  Interest income . . . . . . . . . . . . . . . . .         483,270          509,667         639,919 
                                                       ------------     ------------    ------------ 
                                                          9,872,882       11,164,462      11,361,173 
                                                       ------------     ------------    ------------ 
Expenses:
  Mortgage and other interest . . . . . . . . . . .       2,298,677        2,443,259       2,816,103 
  Depreciation  . . . . . . . . . . . . . . . . . .         603,457          876,676         909,426 
  Property operating expenses . . . . . . . . . . .       4,870,418        4,981,631       4,854,122 
  Professional services . . . . . . . . . . . . . .          90,511          103,296          90,699 
  Amortization of deferred expenses . . . . . . . .          46,220           52,482          83,776 
  General and administrative. . . . . . . . . . . .          99,825           63,376          67,231 
                                                       ------------     ------------    ------------ 
                                                          8,009,108        8,520,720       8,821,357 
                                                       ------------     ------------    ------------ 
          Operating earnings (loss) . . . . . . . .       1,863,774        2,643,742       2,539,816 
Partnership's share of operations of 
  unconsolidated venture. . . . . . . . . . . . . .           --               --            (68,090)
Venture partners' share of ventures' 
  operations. . . . . . . . . . . . . . . . . . . .      (1,058,935)      (1,329,867)     (1,282,966)
                                                       ------------     ------------    ------------ 
          Net operating earnings (loss) . . . . . .         804,839        1,313,875       1,188,760 
Gain on sale or disposition of investment 
  properties. . . . . . . . . . . . . . . . . . . .           --               --          1,984,734 
                                                       ------------     ------------    ------------ 
          Net earnings (loss) . . . . . . . . . . .    $    804,839        1,313,875       3,173,494 
                                                       ============     ============    ============ 





                                       JMB INCOME PROPERTIES, LTD. - V
                                           (A LIMITED PARTNERSHIP)
                                          AND CONSOLIDATED VENTURE

                              CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED



                                                           1996             1995            1994     
                                                       ------------     ------------    ------------ 

        Net earnings (loss) per limited 
         partnership interest:
           Net operating earnings (loss). . . . . .   $       20.28            33.10           29.95 
           Gain on sale or disposition of 
            investment properties . . . . . . . . .           --               --              51.03 
                                                       ------------     ------------    ------------ 
                  Net earnings (loss) . . . . . . .    $      20.28            33.10           80.98 
                                                       ============     ============    ============ 





























<FN>
                        See accompanying notes to consolidated financial statements.
</TABLE>




<TABLE>
                                         JMB INCOME PROPERTIES, LTD. - V
                                             (A LIMITED PARTNERSHIP)
                                            AND CONSOLIDATED VENTURE

                        CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS)

                                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994


<CAPTION>
                                 GENERAL PARTNERS                             LIMITED PARTNERS (38,505 INTERESTS)
               --------------------------------------------------    ---------------------------------------------------
                                                                   CONTRI- 
                                                                   BUTIONS 
                           NET                                     NET OF        NET    
              CONTRI-    EARNINGS      CASH                       OFFERING    EARNINGS      CASH     
              BUTIONS     (LOSS)   DISTRIBUTIONS     TOTAL         COSTS       (LOSS)   DISTRIBUTIONS    TOTAL   
              -------   ---------- -------------  -----------   -----------  ---------- ------------- -----------
<S>          <C>       <C>        <C>            <C>           <C>          <C>         <C>          <C>         
Balance 
 (deficits)
 December 31,
 1993 . . . .  $1,000    1,302,930   (3,087,103)  (1,783,173)   34,926,505   21,884,057  (72,033,520)(15,222,958)

Net earnings
 (loss) . . .    --         55,510         --         55,510         --       3,117,984        --      3,117,984 
Cash distri-
 butions 
 ($1.71 per 
 limited
 partnership
 interest). .    --          --          (1,963)      (1,963)        --           --         (65,940)    (65,940)
              -------   ----------   ----------   ----------    ----------   ----------  -----------  ---------- 
Balance 
 (deficits)
 December 31,
 1994 . . . .   1,000    1,358,440   (3,089,066)  (1,729,626)   34,926,505   25,002,041  (72,099,460)(12,170,914)

Net earnings
 (loss) . . .    --         39,416        --          39,416         --       1,274,459        --      1,274,459 
Cash distri-
 butions 
 ($1.67 per 
 limited
 partnership
 interest). .    --          --          (1,910)      (1,910)        --           --         (64,433)    (64,433)
               ------   ----------   ----------   ----------    ----------   ----------  -----------  ---------- 




                                         JMB INCOME PROPERTIES, LTD. - V
                                             (A LIMITED PARTNERSHIP)
                                            AND CONSOLIDATED VENTURE

                  CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS) - CONTINUED



                                 GENERAL PARTNERS                             LIMITED PARTNERS (38,505 INTERESTS)
               --------------------------------------------------    ---------------------------------------------------
                                                                   CONTRI- 
                                                                   BUTIONS 
                           NET                                     NET OF        NET    
              CONTRI-    EARNINGS      CASH                       OFFERING    EARNINGS      CASH     
              BUTIONS     (LOSS)   DISTRIBUTIONS     TOTAL         COSTS       (LOSS)   DISTRIBUTIONS    TOTAL   
              -------   ---------- -------------  -----------   -----------  ---------- ------------- -----------

Balance 
 (deficits)
 December 31,
 1995 . . . .   1,000    1,397,856   (3,090,976)  (1,692,120)   34,926,505   26,276,500  (72,163,893)(10,960,888)

Net earnings
 (loss) . . .    --         24,145         --         24,145          --        780,694         --       780,694 
Cash distri-
 butions 
 ($.99 per 
 limited
 partnership
 interest). .    --          --          (1,083)      (1,083)         --          --         (37,986)    (37,986)
               ------   ----------   ----------   ----------    ----------   ----------  -----------  ---------- 
Balance 
 (deficits)
 December 31,
 1996 . . . .  $1,000    1,422,001   (3,092,059)  (1,669,058)   34,926,505   27,057,194  (72,201,879)(10,218,180)
               ======   ==========   ==========   ==========    ==========   ==========  ===========  ========== 












<FN>
                          See accompanying notes to consolidated financial statements.
</TABLE>




<TABLE>
                                         JMB INCOME PROPERTIES, LTD. - V
                                             (A LIMITED PARTNERSHIP)
                                            AND CONSOLIDATED VENTURE

                                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                  YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

<CAPTION>
                                                            1996            1995             1994    
                                                        -----------      -----------     ----------- 
<S>                                                    <C>              <C>             <C>          
Cash flows from operating activities:
  Net earnings (loss) . . . . . . . . . . . . . . .     $   804,839        1,313,875       3,173,494 
  Items not requiring (providing) cash or 
   cash equivalents:
    Depreciation. . . . . . . . . . . . . . . . . .         603,457          876,676         909,426 
    Amortization of deferred expenses . . . . . . .          46,220           52,482          83,776 
    Amortization of discount on mortgage 
     notes receivable . . . . . . . . . . . . . . .           --               --             (2,876)
    Partnership's share of operations of 
     unconsolidated venture . . . . . . . . . . . .           --               --             68,090 
    Venture partners' share of ventures' 
     operations . . . . . . . . . . . . . . . . . .       1,058,935        1,329,867       1,282,966 
    Gain on sale or disposition of 
     investment properties. . . . . . . . . . . . .           --               --         (1,984,734)
  Changes in:
    Interest, rents and other receivables . . . . .          10,134           60,947         (79,708)
    Prepaid expenses. . . . . . . . . . . . . . . .         (33,920)          32,497           3,713 
    Accrued rents receivable. . . . . . . . . . . .          50,846          (11,293)        (18,613)
    Accounts payable. . . . . . . . . . . . . . . .         150,948          113,661         167,708 
    Accrued interest. . . . . . . . . . . . . . . .          18,250           (3,134)        (36,392)
    Accrued real estate taxes . . . . . . . . . . .            (198)         480,406           --    
    Other current liabilities . . . . . . . . . . .          21,485          (10,811)         12,309 
    Tenant security deposits. . . . . . . . . . . .             752           10,900          (3,503)
                                                        -----------      -----------     ----------- 
          Net cash provided by (used in)
           operating activities . . . . . . . . . .       2,731,748        4,246,073       3,575,656 
                                                        -----------      -----------     ----------- 





                                         JMB INCOME PROPERTIES, LTD. - V
                                             (A LIMITED PARTNERSHIP)
                                            AND CONSOLIDATED VENTURE

                                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED


                                                            1996            1995             1994    
                                                        -----------      -----------     ----------- 
Cash flows from investing activities:
  Net sales and maturities (purchases) 
   of short-term investments. . . . . . . . . . . .           --           4,780,996         415,113 
  Additions to investment properties, net of
   related payables . . . . . . . . . . . . . . . .      (3,262,550)        (199,920)       (848,740)
  Principal payments on mortgage notes receivable .           --               --          4,054,690 
  Escrow deposits . . . . . . . . . . . . . . . . .      (1,005,343)           --              --    
  Partnership's distributions from 
   unconsolidated venture . . . . . . . . . . . . .           --               --            (38,871)
  Payment of deferred expenses. . . . . . . . . . .           --               --            (32,840)
                                                        -----------      -----------     ----------- 
          Net cash provided by (used in) 
           investing activities . . . . . . . . . .      (4,267,893)       4,581,076       3,549,352 
                                                        -----------      -----------     ----------- 
Cash flows from financing activities:
  Bank overdraft. . . . . . . . . . . . . . . . . .           --            (703,449)        703,449 
  Cash proceeds from construction loan. . . . . . .       1,262,281            --              --    
  Principal payments on long-term debt. . . . . . .        (736,841)        (678,292)     (4,488,291)
  Payment of deferred financing expenses. . . . . .        (288,010)           --              --    
  Venture partners' contributions to venture. . . .         829,292          829,377         829,946 
  Distributions to venture partners . . . . . . . .        (909,013)        (935,264)       (935,263)
  Distributions to limited partners . . . . . . . .         (37,986)         (64,433)        (65,940)
  Distributions to general partners . . . . . . . .          (1,083)          (1,910)         (1,963)
                                                        -----------      -----------     ----------- 
          Net cash provided by (used in)
            financing activities. . . . . . . . . .         118,640       (1,553,971)     (3,958,062)
                                                        -----------      -----------     ----------- 
          Net increase (decrease) in cash and 
            cash equivalents. . . . . . . . . . . .      (1,417,505)       7,273,178       3,166,946 

          Cash and cash equivalents, 
            beginning of year . . . . . . . . . . .      11,134,983        3,861,805         694,859 
                                                        -----------      -----------     ----------- 
          Cash and cash equivalents, 
            end of year . . . . . . . . . . . . . .     $ 9,717,478       11,134,983       3,861,805 
                                                        ===========      ===========     =========== 





                                         JMB INCOME PROPERTIES, LTD. - V
                                             (A LIMITED PARTNERSHIP)
                                            AND CONSOLIDATED VENTURE

                                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED


                                                            1996            1995             1994    
                                                        -----------      -----------     ----------- 
Supplemental disclosure of cash flow information:
  Cash paid for mortgage and other interest,
    net of capitalized interest . . . . . . . . . .     $ 2,280,427        2,446,393       2,852,495 
                                                        ===========      ===========     =========== 
  Non-cash investing and financing activities:
      Reduction of investment in unconsolidated 
       venture. . . . . . . . . . . . . . . . . . .     $     --               --            414,823 
                                                        -----------      -----------     ----------- 
           Non-cash gain recognized due to 
            lender realizing upon security. . . . .     $     --               --            414,823 
                                                        ===========      ===========     =========== 




























<FN>
                          See accompanying notes to consolidated financial statements.
</TABLE>




                    JMB INCOME PROPERTIES, LTD. - V
                        (A LIMITED PARTNERSHIP)
                       AND CONSOLIDATED VENTURE

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   DECEMBER 31, 1996, 1995 AND 1994



OPERATIONS AND BASIS OF ACCOUNTING

     GENERAL

     The Partnership holds (directly and through a joint venture) two real
estate investments.  Business activities consist of rentals to a variety of
commercial and retail companies, and the ultimate sale or disposition of
such real estate.  The Partnership currently expects to conduct an orderly
liquidation of its remaining investment portfolio and wind up its affairs
not later than December 31, 1999.

     The accompanying consolidated financial statements include the
accounts of the Partnership and its majority-owned consolidated venture,
Wachovia Building Associates ("Wachovia").  The effect of all transactions
between the Partnership and the consolidated venture has been eliminated. 
The equity method of accounting had been applied in the accompanying
consolidated financial statements with respect to the Partnership's
interest in Fishkill Associates ("Fishkill") (disposed of in 1994). 
Accordingly, the accompanying consolidated financial statements do not
include the accounts of Fishkill.

     The Partnership's records are maintained on the accrual basis of
accounting as adjusted for Federal income tax reporting purposes.  The
accompanying consolidated financial statements have been prepared from such
records after making appropriate adjustments to present the Partnership's
accounts in accordance with generally accepted accounting principles
("GAAP") and to consolidate the accounts of the venture as described above.

Such GAAP and consolidation adjustments are not recorded on the records of
the Partnership.  The net effect of these items for the years ended
December 31, 1996 and 1995 is summarized as follows:






<TABLE>


<CAPTION>
                                                   1996                              1995            
                                                  -------------------------------------------------------------
                                       GAAP BASIS        TAX BASIS        GAAP BASIS       TAX BASIS 
                                                        (UNAUDITED)                       (UNAUDITED)
                                      ------------      -----------      ------------     ---------- 
<S>                                  <C>                <C>             <C>              <C>         
Total assets. . . . . . . . . . . .    $30,258,324       25,589,663       26,729,695      24,550,717 
Partners' capital
 accounts (deficits):
  General partners. . . . . . . . .     (1,669,058)      (1,095,608)      (1,692,120)     (1,137,292)
  Limited partners. . . . . . . . .    (10,218,180)       2,236,141      (10,960,888)        841,882 
Net earnings (loss):
  General partners. . . . . . . . .         24,145           42,767           39,416          61,525 
  Limited partners. . . . . . . . .        780,694        1,432,245        1,274,459       2,034,234 
Net earnings (loss) per
  limited partnership
  interest. . . . . . . . . . . . .          20.28            37.20            33.10           52.83 
                                      ============      ===========      ===========      ========== 

</TABLE>




     The net earnings (loss) per limited partnership interest is based upon
the number of limited partnership interests outstanding at the end of each
period (38,505).  Deficit capital accounts will result, through the
duration of the Partnership, in net gain for financial reporting and
Federal income tax purposes.

     Certain reclassifications have been made to the 1995 consolidated
financial statements to conform with the 1996 presentation.

     The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from those
estimates.

     Statement of Financial Accounting Standards No. 95 requires the
Partnership to present a statement which classifies receipts and payments
according to whether they stem from operating, investing or financing
activities.  The required information has been segregated and accumulated
according to the classifications specified in the pronouncement.  The
Partnership records amounts held in U.S. Government obligations at cost,
which approximates market.  For the purposes of these statements, the
Partnership's policy is to consider all such amounts held with original
maturities of three months or less ($9,350,444 and $8,949,579 at December
31, 1996 and 1995, respectively) as cash equivalents, which includes
investments in an institutional mutual fund which holds U.S. Government
obligations, with any remaining amounts (generally with original maturities
of one year or less) reflected as short-term investments being held to
maturity.

     Deferred expenses consist primarily of refinancing and commitment
fees.  Such fees are amortized over the terms of the related notes using
the straight-line method.

     The discount on the long-term mortgage note receivable (repaid in 1994
as discussed below) was being amortized over the terms of the related
underlying notes using the interest method.

     Although certain leases of the Partnership provide for tenant
occupancy during periods for which no rent is due, the Partnership accrues
rental income for the full period of occupancy on a straight-line basis. 
Such amounts are reflected in accrued rents receivable in the accompanying
balance sheets.

     No provision for State or Federal income taxes has been made as the
liability for such taxes is that of the partners rather than the
Partnership.  However, in certain instances, the Partnership has been
required under applicable law, and may be required in the future, to remit
directly to the tax authorities amounts representing withholding from
distributions paid to partners.

     The Partnership acquired, either directly or through joint ventures,
two office building complexes and nine shopping centers.  Nine properties
have been sold or disposed of by the Partnership.  The remaining two
properties owned at December 31, 1996 were operating.  The cost of the
investment properties represents the total cost to the Partnership or its
venture plus miscellaneous acquisition costs.

     Depreciation on the properties has been provided over the estimated
useful lives of the various components as follows:

                                                            YEARS
                                                            -----

       Buildings and improvements--150% declining-balance 
         or straight-line . . . . . . . . . . . . . .        5-40
                                                             ====





     The investment properties are pledged as security for the long-term
debt, for which there is no recourse to the Partnership.

     Maintenance and repair expenses are charged to operations as incurred.

Significant betterments and improvements are capitalized and depreciated
over their estimated useful lives.

     The Partnership adopted Statement of Financial Accounting Standards
No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed of" ("SFAS 121") as required in the first
quarter of 1996.  SFAS 121 requires that the Partnership record an
impairment loss on its properties to be held for investment whenever their
carrying value cannot be fully recovered through estimated undiscounted
future cash flows from their operations and sale.  The amount of the
impairment loss to be recognized would be the difference between the
property's carrying value and the property's estimated fair value.  The
Partnership's policy is to consider a property to be held for sale or
disposition when the Partnership has committed to a plan to sell or dispose
of such property and active marketing activity has commenced or is expected
to commence in the near term or the Partnership has concluded that it may
dispose of the property by no longer funding operating deficits or debt
service requirements of the property thus allowing the lender to realize
upon its security.  In accordance with SFAS 121, any properties identified
as "held for sale or disposition" are no longer depreciated.  Adjustments
for impairment loss for such properties (subsequent to the date of adoption
of SFAS 121) are made in each period as necessary to report these
properties at the lower of carrying value or fair value less costs to sell.

The adoption of SFAS 121 did not have any effect on the Partnership's
liquidity.


VENTURE AGREEMENTS - GENERAL

     The Partnership at December 31, 1996 is a party to one operating joint
venture agreement.  Under certain circumstances, either pursuant to the
venture agreement or due to the Partnership's obligations as general
partner, the Partnership may be required to make additional cash
contributions to the venture.

     There are certain risks associated with the Partnership's investment
made through a joint venture including the possibility that the
Partnership's joint venture partner in an investment might become unable or
unwilling to fulfill their financial or other obligations, or that such
joint venture partner may have economic or business interests or goals that
are inconsistent with those of the Partnership.

INVESTMENT PROPERTIES

     FISHKILL

     The Partnership owned a 10% interest in Fishkill, which owned an 80%
interest in Dutchess Mall Associates ("Dutchess"), the former owner of
Dutchess Mall located in Fishkill, New York.  Dutchess had been actively
negotiating with the first mortgage lender to seek a modification of the
terms of the current mortgage loan to provide the funds necessary for a
much needed renovation of the center.  During 1993, Dutchess received a
notice of default and acceleration from the first mortgage lender.  In this
regard, Dutchess and the lender reached a six-month standstill agreement
(which expired on July 31, 1993) whereby Dutchess proceeded with an
aggressive leasing and remerchandising program.  Efforts to lease the
center did not meet with lender approval and on May 13, 1994 the property
was transferred to the lender.





     As a result of the transfer of title to the lender as discussed above,
Dutchess no longer has an ownership interest in the property and recognized
a gain for financial reporting purposes of $3,858,247 (of which $414,823
was allocated to the Partnership) and recognized a gain of $3,558,767 (of
which $391,096 was allocated to the Partnership) for Federal income tax
purposes during 1994 with no corresponding distributable proceeds. 
Accordingly, Dutchess and Fishkill terminated their affairs in 1994.

     The accompanying consolidated financial statements include a loss of
$68,090 of the Partnership's share of the total property operations of
$680,905 of the unconsolidated property sold or disposed of in the past
three years.

     WACHOVIA

     In July 1986, the Partnership contributed its 100% ownership interest
in the Wachovia Bank Building and Phillips Building to Wachovia, a newly
formed joint venture partnership.

     The Partnership's venture partner had agreed to contribute
$10,700,000, before applicable interest, to the venture pursuant to a
payment schedule from the closing date through August 1, 1996, when it
would owe the balance of its obligation (approximately $7,600,000).  The
venture partner has continued to make contributions based on the old
payment schedule rather than making the balloon payment in August 1996 as
required.  As a result, the venture partner is currently approximately
$7,500,000 in arrears for such contributions as of the date of this report.

The venture partner's obligation to make such payment is secured only by
its interest in the venture.  In the fourth quarter of 1996, the
Partnership notified the venture partner of its default effective August
1996.  As a result of the extension of the first mortgage loan securing the
property as discussed below, the Partnership is currently negotiating a
possible extension of the payment schedule with the venture partner. 
However, there can be no assurance that any such agreement will be reached.

     The venture agreement provides for a preferred return of annual cash
flow to the Partnership and the venture partners with any remaining annual
cash flow allocated, in general, 65% to the Partnership and 35% to the
venture partners through December 1995.  Subsequent to December 1995,
annual cash flow is distributable 65% and 35% to the Partnership and
venture partners, respectively.  For Federal income tax purposes and
financial reporting purposes, profits and losses from operation are
allocated 65% to the Partnership and 35% to the venture partners.

    The mortgage loan secured by the property matured in October 1996. 
Wachovia reached an agreement with the current mortgage lender to modify
and extend the existing mortgage note effective November 1, 1996.  The loan
requires principal and interest payments based on a 22 year amortization at
an interest rate of 9.55% per annum and matures on November 1, 2001 when
all remaining principal and unpaid interest is due.  The venture paid loan
commitment fees in 1996 of approximately $105,000 to the lender in
conjunction with the modification and extension.

     As the Partnership had committed to a plan to sell or dispose of the
property, the property was classified as held for sale or disposition as of
July 1, 1996, and therefore was not subject to continued depreciation.  The
results of operations of the property included in the accompanying
consolidated financial statements were income of $1,966,594, $2,469,753 and
$2,382,651 for the years ended December 31, 1996, 1995 and 1994,
respectively.

     The property is managed for a management fee calculated at 3-1/2% of
the gross receipts of the property and a leasing fee of $50,000 per year. 
Payment of 1-1/2% of the 3-1/2% management fee is deferred (as required in
the agreement with the venture partner) until the sale of the property and
is subordinated to certain distributions of net sale and refinancing
proceeds to the venture partners.





     BRISTOL MALL

     During 1989, the Partnership entered into a lease with the J.C. Penney
Company ("J.C. Penney") for an 86,000 square foot addition at the Bristol
Mall shopping center.  For the lease to commence, an addition and
associated mall enhancement program was required to be completed. This led
to protracted negotiations with J.C. Penney and the property's mortgage
lender to determine how these capital costs would be funded.  As a result,
in July 1996, the Partnership and J.C. Penney executed an amendment to the
existing lease, and the Partnership began construction of the anchor store
and the mall enhancement.

     The estimated cost of the construction of the anchor store, as well as
the mall enhancement and certain anticipated tenant improvement costs is
approximately $13,950,000, of which approximately $3,880,000 (including
pre-development costs) has been funded as of December 31, 1996.

     The Partnership expects to utilize a construction loan provided by
J.C. Penney for certain construction costs up to $5,165,200, of which
approximately $1,260,000 has been funded at December 31, 1996.  The
remaining costs to be funded by the Partnership of approximately $6,160,000
are expected to be funded from available cash.

     The construction loan bears an interest rate of 10% per annum and
interest accrues on the funds from the date of the advance.  The
Partnership is not required to make any payments on the loan until the
first month after the opening date of the new anchor store (currently
expected to be in August 1997).  Upon opening of the new anchor store, the
Partnership will be required to make monthly interest only payments for
five years on the total amount advanced under the loan plus any accrued,
but unpaid interest from the construction period.  Thereafter, for the
remaining five-year term of the loan, the Partnership will be required to
make payments of both principal and interest based on a ten-year
amortization with the balance of unpaid principal due upon maturity.  All
rental amounts due from the tenant to the Partnership under the terms of
the lease amendment will be applied to offset these debt service payments. 
Additionally, in September 1996, the Partnership escrowed $1,000,000 as
required by the loan.  The Partnership may begin to withdraw funds from the
escrow account when construction of the anchor store is 50% complete, and
all remaining escrowed funds are expected to be withdrawn before completion
of construction.

     Due to the J.C. Penney addition and related mall enhancement, the
Partnership has capitalized $107,496 of the $550,102 of interest expense
incurred by Bristol Mall into investment properties for the year ended
December 31, 1996.

     TOWNE SOUTH PLAZA

     In 1983, the Partnership sold the Towne South Plaza.  The sale price
was $8,213,500, consisting of $2,833,500 in cash, a promissory note in the
amount of $600,000 and a $4,780,000 purchase price wrap-around promissory
note secured by the property.  For financial reporting purposes, the sale
was accounted for by the installment method.

     On October 17, 1994, the wrap-around mortgage note receivable secured
by the Towne South Plaza shopping center was paid in full by the borrower. 
The Partnership received $4,064,393 including a $77,469 prepayment penalty
based upon the outstanding mortgage note receivable at the time of the
retirement.  Concurrently, the Partnership paid in full the underlying
mortgage indebtedness of the property by remitting $3,829,451, including a
$37,764 prepayment penalty based upon the outstanding loan balance at the
time of the retirement.  The remaining balance of the gain on sale
recognized in 1994 for financial reporting purposes was $1,569,911.





LONG-TERM DEBT

     Long-term debt consists of the following at December 31, 1996 and
1995:
                                           1996             1995   
                                       -----------      -----------
9-1/4% mortgage note secured by 
 two office buildings in 
 Winston-Salem, North Carolina; 
 payable in monthly installments 
 of $181,640 (including interest) 
 through October 31, 1996 when 
 the remaining unpaid principal 
 balance of $19,861,164 was
 modified.  The modified mortgage
 is payable in monthly installments
 of principal and interest (at 9.55%
 per annum) of $181,718 until
 November 1, 2001 when the remaining
 principal balance is due . . . . . .  $19,808,736      20,134,866 

8-3/4% mortgage note, due 
 February 2006, secured by a 
 shopping center in Bristol, 
 Virginia; payable in monthly 
 installments of $78,750 
 (including interest) . . . . . . . .    5,880,734       6,291,445 
                                       -----------     ----------- 
     Total debt . . . . . . . . . . .   25,689,470      26,426,311 
     Less current portion of 
      long-term debt. . . . . . . . .     (749,993)    (20,545,576)
                                       -----------     ----------- 
     Total long-term debt . . . . . .  $24,939,477       5,880,735 
                                       ===========     =========== 

     Five-year maturities of long-term debt are summarized as follows:

               1997 . . . . . . . . . . .   $   749,993
               1998 . . . . . . . . . . .       820,940
               1999 . . . . . . . . . . .       898,612
               2000 . . . . . . . . . . .       983,647
               2001 . . . . . . . . . . .    19,043,301
                                            ===========


PARTNERSHIP AGREEMENT

     Pursuant to the terms of the Partnership Agreement, net profits or
losses of the Partnership from operations are allocated 97% to the Limited
Partners and 3% to the General Partners.  Profits from the sale or
refinancing of investment properties are to be allocated to the General
Partners in an amount equal to the greater of (a) any cash distributions to
the General Partners from the proceeds of any sale or refinancing (as
described below) or (b) 1% of the profits from the sale or refinancing. 
Losses from the sale or refinancing of investment properties are to be
allocated 1% to the General Partners.  The remaining sale or refinancing
profits and losses will be allocated to the Limited Partners.

     The Partnership Agreement also generally provides that notwithstanding
any allocation contained in the Agreement, if at any time profits are
realized by the Partnership, any current or anticipated event would cause
the deficit balance in absolute amount in the Capital Account of the
General Partners to be greater than their share of the Partnership's
indebtedness (as defined) after such event, then the allocation of Profits
to the General Partners shall be increased to the extent necessary to cause
the deficit balance in the Capital Account of the General Partners to be no
less than their respective shares of the Partnership's indebtedness after
such event.  In general, the effect of this provision is to allow the
deferral of the recognition of taxable gain to the Limited Partners.




     The General Partners are not required to make any additional capital
contributions except under certain limited circumstances upon termination
of the Partnership.

     Distributions of "cash flow" of the Partnership are allocated 90% to
the Limited Partners and 10% to the General Partners (of which 5%
constitutes a management fee to the Managing General Partner for services
in managing the Partnership).  However, such management fees and a portion
of such distributions to the General Partners are subordinated to the
Limited Partners' receipt of a stipulated return on capital.

     The Partnership Agreement provides that the General Partners shall
receive as a distribution from the sale of a real property by the
Partnership an amount up to 3/4 of 1% of the selling price and that the
remaining proceeds (net after expenses and retained working capital) be
distributed 85% to the Limited Partners and 15% to the General Partners. 
However, the Limited Partners were to receive 100% of all net sale proceeds
until the Limited Partners (i) had received cash distributions of sale or
refinancing proceeds in an amount equal to the Limited Partners' aggregate
initial capital investment in the Partnership and (ii) had received
cumulative cash distributions from the Partnership's operations which, when
combined with sale or refinancing proceeds previously distributed, equaled
a 7% annual return on the Limited Partners' average capital investment for
each year (their initial capital investment as reduced by sale or
refinancing proceeds previously distributed) commencing with the fourth
fiscal quarter of 1977.  The Limited Partners have received cash
distributions that satisfy the requirements in (i) and (ii) above.


MANAGEMENT AGREEMENTS

     The Partnership has entered into agreements for the operation and
management of the various investment properties.  Such agreements are
summarized as follows:

     The Partnership's properties are managed by affiliates of the General
Partners or their assignees for fees computed as a percentage of certain
rents received by the properties.  In December 1994, one of the affiliated
property managers sold substantially all of its assets and assigned its
interest in its management contracts to an unaffiliated third party.  In
addition, certain of the management personnel of the property manager
became management personnel of the purchaser and its affiliates.  The
successor to the affiliated property manager's assets is acting as the
property manager of the Wachovia Bank Building and Phillips Building after
the sale on the same terms that existed prior to the sale.  Bristol Mall
shopping center continues to be managed by an affiliate of the General
Partners.


LEASES - AS PROPERTY LESSOR

     At December 31, 1996, the Partnership and its consolidated venture's
principal assets are one shopping center and one office building complex. 
The Partnership has determined that all leases relating to these properties
are properly classified as operating leases; therefore, rental income is
reported when earned and the cost of each of the properties, excluding cost
of land, is depreciated over the estimated useful lives. Leases with
tenants range in term from one to thirty years and provide for fixed
minimum rent and partial reimbursement of operating costs.  In addition,
leases with shopping center tenants provide for additional rent based upon
percentages of tenants' sales volumes.  With respect to the Partnership's
shopping center investment, a substantial portion of the ability of retail
tenants to honor their leases is dependent upon the retail economic sector.





     Costs and accumulated depreciation of the leased assets are summarized
as follows at December 31, 1996:

       Office Building:
           Cost . . . . . . . . . . . . . . . . .   $13,305,258 
           Accumulated depreciation . . . . . . .    (6,005,412)
                                                    ----------- 
                                                      7,299,846 
       Shopping Center:
           Cost . . . . . . . . . . . . . . . . .    23,683,898 
           Accumulated depreciation . . . . . . .   (12,468,511)
                                                    ----------- 
                                                     11,215,387 
                                                    ----------- 
                                                    $18,515,233 
                                                    =========== 

     Minimum lease payments including amounts representing executory costs
(e.g. taxes, maintenance, insurance), and any related profit in excess of
specific reimbursements, to be received in the future under the above
operating lease agreements, are as follows:

             1997 . . . . . . . . . . . . . . .  $ 5,291,184
             1998 . . . . . . . . . . . . . . .    3,969,323
             1999 . . . . . . . . . . . . . . .    3,191,800
             2000 . . . . . . . . . . . . . . .    2,741,363
             2001 . . . . . . . . . . . . . . .    2,097,471
             Thereafter . . . . . . . . . . . .    1,203,902
                                                 -----------
                Total . . . . . . . . . . . . .  $18,495,043
                                                 ===========

     Contingent rent (based on sales of property tenants) included in
consolidated rental income was as follows for the years ended December 31,
1996, 1995 and 1994:

             1994 . . . . . . . . . . . . . . .    $221,144 
             1995 . . . . . . . . . . . . . . .     280,375 
             1996 . . . . . . . . . . . . . . .     250,431 
                                                   ======== 

TRANSACTIONS WITH AFFILIATES

     Fees, commissions and other expenses required to be paid by the
Partnership to the General Partners and their affiliates as of December 31,
1996 and for the years ended December 31, 1996, 1995 and 1994 are as
follows:
                                                            UNPAID AT  
                                                           DECEMBER 31,
                            1996       1995       1994        1996     
                          --------   --------   --------   ------------
Property management 
 and leasing fees . . . . $256,738    241,983    462,099    1,343,057  
Insurance commissions . .   22,546     22,293     22,627        --     
Reimbursement (at cost) 
 for out-of-pocket 
 expenses . . . . . . . .    1,257      6,463        877           24  
Reimbursement (at cost) 
 for out-of-pocket 
 salary and salary 
 related expenses 
 relating to on-site 
 and other costs for 
 the Partnership and 
 its investment 
 properties . . . . . . .   55,232     83,237     62,312        --     
                          --------    -------   --------    ---------  
                          $335,773    353,976    547,915    1,343,081  
                          ========    =======   ========    =========  




     All amounts deferred or currently payable to the General Partners and
their affiliates do not bear interest.  The General Partners and their
affiliates have deferred receipt of property management and leasing fees
pursuant to the venture agreement for the Wachovia Bank Building and
Phillips Building.  Prior to 1995, an affiliate of the Corporate General
Partner provided management and leasing services. In December 1994, the
affiliate sold all of its assets and assigned its interest in the
management contracts, including the one for the Wachovia Bank Building and
Phillips Building to an unaffiliated third party as discussed above.  In
connection with such assignment, an affiliate of the General Partners
guaranteed payment to the unaffiliated third party the portion of the fees
currently deferred due to the provision in the venture agreement for the
Wachovia Bank Building and Phillips Building.  Such amounts are deferred
until the sale or disposition of the property and are subordinated to
certain distributions of net sale and refinancing proceeds.  As of December
31, 1996, the General Partners and their affiliates have deferred receipt
of approximately $1,304,000 (approximately $33 per interest) of such fees. 
This amount is reflected in accounts payable in the accompanying
consolidated financial statements.





<TABLE>

                                                                                          SCHEDULE III     
                                       JMB INCOME PROPERTIES, LTD. - V
                                           (A LIMITED PARTNERSHIP)
                                          AND CONSOLIDATED VENTURE

                            CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION

                                              DECEMBER 31, 1996


<CAPTION>

                                                    COSTS CAPITALIZED           GROSS AMOUNT AT WHICH 
                          INITIAL COST                SUBSEQUENT TO               CARRIED AT CLOSE    
                         TO PARTNERSHIP (A)            ACQUISITION                OF PERIOD (B)(C)    
                        ------------------------- ---------------------------- -----------------------
                                      BUILDINGS                  BUILDINGS                 BUILDINGS  
                                        AND                        AND                        AND     
             ENCUMBRANCE    LAND     IMPROVEMENTS      LAND     IMPROVEMENTS       LAND   IMPROVEMENTS
             ----------- ----------- ------------  ---------------------------  ----------------------
<S>         <C>         <C>         <C>           <C>          <C>             <C>       <C>          

OFFICE 
BUILDING:

Winston-
 Salem, 
 North 
 Carolina 
 (E). . . . .$19,808,736   1,949,914   21,281,279          --      (9,925,935)   1,949,914  11,355,344

SHOPPING 
CENTER:

Bristol, 
Virginia. . .  7,143,016     621,242   14,811,832        180,461    8,070,363      801,703  22,882,195
             -----------  ----------   ----------       --------   ----------    ---------  ----------
     Total. .$26,951,752   2,571,156   36,093,111        180,461   (1,855,572)   2,751,617  34,237,539
             ===========  ==========   ==========       ========   ==========    =========  ==========

</TABLE>




<TABLE>
                                                                                          SCHEDULE III     
                                       JMB INCOME PROPERTIES, LTD. - V
                                           (A LIMITED PARTNERSHIP)
                                          AND CONSOLIDATED VENTURE

                      CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED


<CAPTION>
                                                                               LIFE ON WHICH
                                                                               DEPRECIATION 
                                                                                IN LATEST   
                                                                               STATEMENT OF       1996   
                                  ACCUMULATED          DATE OF      DATE        OPERATIONS    REAL ESTATE
                     TOTAL       DEPRECIATION(D)    CONSTRUCTION  ACQUIRED     IS COMPUTED       TAXES   
                 -------------  ----------------    ------------ ----------  ---------------   ----------
<S>                            <C>                 <C>          <C>         <C>              <C>         

OFFICE 
BUILDING:

Winston-
 Salem, 
 North 
 Carolina 
 (E). . . . . . .  $13,305,258         6,005,412       1966/72      1/31/77       5-40 years      480,836

SHOPPING 
CENTER:

Bristol, 
Virginia. . . . .   23,683,898        12,468,511        1975        8/31/77       5-35 years      162,817
                   -----------        ----------                                                  -------
     Total. . . .  $36,989,156        18,473,923                                                  643,653
                   ===========        ==========                                                  =======
<FN>
_______________
Notes:

     (A)  The initial cost to the Partnership represents the original purchase price of the properties.
     (B)  The aggregate cost of the above real estate at December 31, 1996 for Federal income tax 
          purposes was approximately $51,335,000.
</TABLE>




<TABLE>
                                                                                          SCHEDULE III     
                                       JMB INCOME PROPERTIES, LTD. - V
                                           (A LIMITED PARTNERSHIP)
                                          AND CONSOLIDATED VENTURE

                      CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED


     (C)  Reconciliation of real estate owned:

<CAPTION>
                                                             1996            1995              1994    
                                                         ------------    ------------     ------------ 
     <S>                                                <C>             <C>              <C>           

     Balance at beginning of period . . . . . . . . .    $ 32,689,890      32,489,970       31,641,230 
     Additions during period. . . . . . . . . . . . .       4,299,266         199,920          848,740 
                                                         ------------    ------------     ------------ 
     Balance at end of period . . . . . . . . . . . .    $ 36,989,156      32,689,890       32,489,970 
                                                         ============    ============     ============ 

     (D)  Reconciliation of accumulated depreciation:

     Balance at beginning of period . . . . . . . . .    $ 17,870,466      16,993,790       16,084,364 
     Depreciation expense . . . . . . . . . . . . . .         603,457         876,676          909,426 
                                                         ------------    ------------     ------------ 

     Balance at end of period . . . . . . . . . . . .    $ 18,473,923      17,870,466       16,993,790 
                                                         ============    ============     ============ 

<FN>

     (E)  The Partnership contributed the net book value of this property in the amount of 
          $12,339,911 to a newly formed joint venture in 1986.  Reference is made to the Notes 
          for a description of such transaction.

</TABLE>




ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING 
         AND FINANCIAL DISCLOSURE

     There were no changes or disagreements with accountants during fiscal
year 1996 and 1995.



                               PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP

     The Managing General Partner of the Partnership is JMB Realty
Corporation ("JMB"), a Delaware corporation substantially all of the
outstanding stock of which is owned directly or indirectly, by certain of
its officers, directors, and members of their families and affiliates.  JMB
has responsibility for all aspects of the Partnership's operations, subject
to the requirement that sales of real property must be approved by Messrs.
Neil G. Bluhm and Judd D. Malkin as the individual general partners of the
Partnership.  The Partnership is subject to certain conflicts of interest
arising out of its relationships with the General Partners and their
affiliates as well as the fact that the General Partners and their
affiliates are engaged in a range of real estate activities.  Certain
services have been and may in the future be provided to the Partnership or
its investment properties by affiliates of the General Partners, including
property management services and insurance brokerage services.  In general,
such services are to be provided on terms no less favorable to the
Partnership than could be obtained from independent third parties and are
otherwise subject to conditions and restrictions contained in the
Partnership Agreement.  The Partnership Agreement permits the General
Partners and their affiliates to provide services to, and otherwise deal
and do business with, persons who may be engaged in transactions with the
Partnership, and permits the Partnership to borrow from, purchase goods and
services from, and otherwise to do business with, persons doing business
with the General Partners or their affiliates.  The General Partners and
their affiliates may be in competition with the Partnership under certain
circumstances, including, in certain geographical markets, for tenants for
properties and/or for the sale of properties.  Because the timing and
amount of cash distributions and profits and losses of the Partnership may
be affected by various determinations by the General Partners under the
Partnership Agreement, including whether and when to sell or refinance a
property, the establishment and maintenance of reasonable reserves, the
timing of expenditures and the allocation of certain tax items under the
Partnership Agreement, the General Partners may have a conflict of interest
with respect to such determinations.

     The names, positions held and length of service therein of each
director and the executive and certain other officers of the Managing
General Partner are as follows:

                                                        SERVED IN 
NAME                      OFFICE                        OFFICE SINCE
----                      ------                        ------------

Judd D. Malkin            Chairman                         5/03/71
                          Director                         5/03/71
                          Chief Financial Officer          2/22/96
Neil G. Bluhm             President                        5/03/71
                          Director                         5/03/71
Burton E. Glazov          Director                         7/01/71
Stuart C. Nathan          Executive Vice President         5/08/79
                          Director                         3/14/73
A. Lee Sacks              Director                         5/09/88
John G. Schreiber         Director                         3/14/73
H. Rigel Barber           Executive Vice President         1/02/87
                          Chief Executive Officer          8/01/93
Glenn E. Emig             Executive Vice President         1/01/93
                          Chief Operating Officer          1/01/95




                                                        SERVED IN 
NAME                      OFFICE                        OFFICE SINCE
----                      ------                        ------------

Gary Nickele              Executive Vice President and     1/01/92
                          General Counsel                  2/27/84
Gailen J. Hull            Senior Vice President            6/01/88
Howard Kogen              Senior Vice President            1/02/86
                          Treasurer                        1/01/91

     There is no family relationship among any of the foregoing directors
or officers.  The foregoing directors have been elected to serve a one-year
term until the annual meeting of the Managing General Partner to be held on
June 7, 1997.  All of the foregoing officers have been elected to serve
one-year terms until the first meeting of the Board of Directors held after
the annual meeting of the Managing General Partner to be held on June 7,
1997.  There are no arrangements or understandings between or among any of
said directors or officers and any other person pursuant to which any
director or officer was elected as such.

     JMB is the corporate general partner of Carlyle Real Estate Limited
Partnership-VII ("Carlyle-VII"), Carlyle Real Estate Limited Partnership-IX
("Carlyle-IX"), Carlyle Real Estate Limited Partnership-XI ("Carlyle-XI"),
Carlyle Real Estate Limited Partnership-XII ("Carlyle-XII"), Carlyle Real
Estate Limited Partnership-XIII ("Carlyle-XIII"), Carlyle Real Estate
Limited Partnership-XIV ("Carlyle-XIV"), Carlyle Real Estate Limited
Partnership-XV ("Carlyle-XV"), Carlyle Real Estate Limited Partnership-XVI
("Carlyle-XVI"), Carlyle Real Estate Limited Partnership-XVII ("Carlyle-
XVII"), JMB Mortgage Partners, Ltd.-III ("Mortgage Partners-III"), JMB
Mortgage Partners, Ltd.-IV ("Mortgage Partners IV"), Carlyle Income Plus,
Ltd. ("Carlyle Income Plus") Carlyle Income Plus, L.P. II ("Carlyle Income
Plus-II") and the managing general partner of JMB Income Properties,
Ltd.-IV ("JMB Income-IV"), JMB Income Properties, Ltd.-VI ("JMB
Income-VI"), JMB Income Properties, Ltd.-VII ("JMB Income-VII"), JMB Income
Properties, Ltd.-X ("JMB Income-X"), JMB Income Properties, Ltd.-XI ("JMB
Income-XI"), JMB Income Properties, Ltd.-XII ("JMB Income-XII"), and, JMB
Income Properties, Ltd.-XIII ("JMB Income-XIII").  JMB is also the sole
general partner of the associate general partner of most of the foregoing
partnerships.

     Most of the foregoing directors and officers are also officers and/or
directors of various affiliated companies of JMB, including Arvida/JMB
Managers, Inc. (the general partner of Arvida/JMB Partners, L.P.
("Arvida")), Arvida/JMB Managers-II, Inc. (a general partner of Arvida/JMB
Partners, L.P.-II ("Arvida-II")) and Income Growth Managers, Inc. (the
corporate general partner of IDS/JMB Balanced Income Growth, Ltd.
("IDS/BIG")).  Most of such directors and officers are also partners of
certain partnerships which are associate general partners in the following
real estate limited partnerships:  Carlyle-VII, Carlyle-IX, Carlyle-XI,
Carlyle-XII, Carlyle-XIII, Carlyle-XIV, Carlyle-XV, Carlyle-XVI, Carlyle-
XVII, JMB Income-VI, JMB Income-VII, JMB Income-X, JMB Income-XI, JMB
Income-XII, JMB Income-XIII, Mortgage Partners-III, Mortgage Partners-IV,
Carlyle Income Plus, Carlyle Income Plus-II and IDS/BIG.

     The business experience during the past five years of each such
director and officer of the Managing General Partner of the Partnership in
addition to that described above is as follows:

     Judd D. Malkin (age 59) is an individual general partner of JMB
Income-IV.  Mr. Malkin has been associated with JMB since October, 1969. 
Mr. Malkin is a director of Urban Shopping Centers, Inc. ("USC, Inc."), an
affiliate of JMB that is a real estate investment trust in the business of
owning, managing and developing shopping centers.

     Neil G. Bluhm (age 59) is an individual general partner of JMB
Income-IV.  Mr. Bluhm has been associated with JMB since August, 1970.  Mr.
Bluhm is a director of USC, Inc.  He is a member of the Bar of the State of
Illinois and a Certified Public Accountant.





     Burton E. Glazov (age 58) has been associated with JMB since June,
1971 and served as an Executive Vice President of JMB until December of
1990.  He is a member of the Bar of the State of Illinois and a Certified
Public Accountant.

     Stuart C. Nathan (age 55) has been associated with JMB since July,
1972.  Mr. Nathan is also a director of Sportmart Inc., a retailer of
sporting goods.  He is a member of the Bar of the State of Illinois.

     A. Lee Sacks (age 63) (President and Director of JMB Insurance Agency,
Inc.) has been associated with JMB since December, 1972.

     John G. Schreiber (age 50) has been associated with JMB since
December, 1970 and served as an Executive Vice President for JMB until
December, 1990.  Mr. Schreiber is President of Schreiber Investments, Inc.,
a company which is engaged in the real estate investing business.  He is
also a senior advisor and partner of Blackstone Real Estate Partners, an
affiliate of the Blackstone Group, L.P.  Since 1994, Mr. Schreiber has also
served as a trustee of Amli Residential Property Trust, a publicly-traded
real estate investment trust that invests in multi-family properties. Mr.
Schreiber is also a director of USC, Inc. as well as a director for a
number of investment companies advised or managed by T. Rowe Price
Associates and its affiliates.  He holds a Masters degree in Business
Administration from Harvard University Graduate School of Business.

     H. Rigel Barber (age 47) has been associated with JMB since March,
1982.  He holds a J.D. degree from the Northwestern Law School and is a
member of the Bar of the State of Illinois.

     Glenn E. Emig (age 49) has been associated with JMB since December,
1979.  Prior to becoming Executive Vice President of JMB in 1993, Mr. Emig
was Executive Vice President and Treasurer of JMB Institutional Realty
Corporation.  He holds a Masters Degree in Business Administration from the
Harvard University Graduate School of Business and is a Certified Public
Accountant.

     Gary Nickele (age 44) has been associated with JMB since February,
1984.  He holds a J.D. degree from the University of Michigan Law School
and is a member of the Bar of the State of Illinois.

     Gailen J. Hull (age 48) has been associated with JMB since March,
1982.  He holds a Masters degree in Business Administration from Northern
Illinois University and is a Certified Public Accountant.

     Howard Kogen (age 61) has been associated with JMB since March, 1973. 
He is a Certified Public Accountant.





ITEM 11.  EXECUTIVE COMPENSATION

     The Partnership has no officers or directors.  The Partnership is
required to pay a management fee to the Managing General Partner and the
General Partners are entitled to receive a share of cash distributions,
when and as cash distributions are made to the Limited Partners, and a
share of profits or losses.  Reference is made to the Notes for a
description of such transactions, distributions and allocations.  In 1996,
1995 and 1994 cash distributions of $1,083, $1,910 and $1,963 were paid,
respectively, to the General Partners.

     JMB Properties Company, an affiliate of the Managing General Partner,
provided property management services to the Partnership for the Wachovia
Bank Building and Phillips Building in Winston-Salem, North Carolina
through the date of its sale in December, 1994 at fees calculated at 3-1/2%
of gross income.  JMB Retail Properties Company (renamed Urban Retail
Properties Company as of March 15, 1995), an affiliate of the Managing
General Partner, provided property management services to the Partnership
for the Dutchess Mall in Fishkill, New York (through date of disposition)
and the Bristol Mall in Bristol, Virginia at fees calculated at 5%
(Dutchess Mall and Bristol Mall) of gross income from the properties.  In
1996, such affiliates earned property management and leasing fees amounting
to $256,738.  As of December 31, 1996, management and leasing fees due to
such affiliates in the amount of $1,343,057 remain unpaid.  As set forth in
the Prospectus of the Partnership, the Managing General Partner must
negotiate such agreements on terms no less favorable to the Partnership
than those customarily charged for similar services in the relevant
geographical area (but in no event for a fee greater than 5% of the gross
income from a property), and such agreements must be terminable by either
party thereto, without penalty, upon 60 days' notice.

     JMB Insurance Agency, Inc., an affiliate of the Managing General
Partner, earned and received insurance brokerage commissions in 1996
aggregating $22,546 in connection with the provision of insurance coverage
for certain of the real property investments of the Partnership.  Such
commissions are at rates set by insurance companies for the classes of
coverage involved.

     The General Partners of the Partnership may be reimbursed for their
direct expenses relating to the administration of the Partnership and the
operation of the Partnership's real property investments.  In 1996, the
Managing General Partner earned reimbursements for such out-of-pocket
expenses in the amount of $56,489, of which $24 was unpaid as of December
31, 1996.

     The Partnership is permitted to engage in various transactions
involving affiliates of the Managing General Partner.  The relationship of
the Managing General Partner (and its officers and directors) to its
affiliates is set forth in Item 10 above and Exhibit 21 hereto.





<TABLE>
<CAPTION>
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     (a)  The following group is known by the Partnership to own beneficially more than 5% of the outstanding
Interests of the Partnership.

                             NAME OF                        AMOUNT AND NATURE
                             BENEFICIAL                     OF BENEFICIAL             PERCENT
TITLE OF CLASS               OWNER                          OWNERSHIP                 OF CLASS 
--------------               ----------                     -----------------         --------
<S>                          <C>                            <C>                       <C>
Limited Partnership          Liquidity Financial            2,642.84 Interests           6.86%
 Interests                   Corporation                    indirectly (as invest-
                             1900 Powell Street             ment manager or, through
                             Suite 730 Emeryville,          affiliated entities,
                             California 94608               general partner of 15
                                                            separate investment funds)

Limited Partnership          Equity Resources Group,        2,634.25 Interests            6.80%
 Interests                   Incorporated                   indirectly (as invest-
                             14 Story Street                ment manager or, through
                             Cambridge,                     affiliated entities,
                             Massachusetts 02138            general partner of 4
                                                            separate investment funds)
<FN>

     (b)  The Managing General Partner, its officers and directors and the Associate General Partner own the
following Interests of the Partnership:

</TABLE>

<TABLE>
<CAPTION>
                             NAME OF                        AMOUNT AND NATURE
                             BENEFICIAL                     OF BENEFICIAL             PERCENT
TITLE OF CLASS               OWNER                          OWNERSHIP                 OF CLASS 
--------------               ----------                     -----------------         --------
<S>                          <C>                            <C>                       <C>
Limited Partnership
 Interests                   JMB Realty Corporation           5 Interests             Less than 1%
                                                                directly

Limited Partnership          Managing General Partner         5 Interests             Less than 1%
 Interests                   its officers and                   directly
                             directors and the Associate 
                             General Partner as a group




<FN>

     No officer or director of the Managing General Partner of the Partnership possesses a right to acquire
beneficial ownership of Interests of the Partnership.

     Reference is made to Item 10 for information concerning ownership of the Managing General Partner.

     (c)  There exists no arrangement, known to the Partnership, the operation of which may at a subsequent date
result in a change in control of the Partnership.

</TABLE>




ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     There were no significant transactions or business relationships with
the Managing General Partner, affiliates or their management other than
those described in Items 10 and 11 above.



                                PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

        (a)  The following documents are filed as part of this report:

             (1)  Financial Statements.  (See Index to Financial
Statements filed with this annual report).

             (2)  Exhibits.

                  3-A.* The Prospectus of the Partnership dated August
15, 1977, as supplemented September 20, 1977, filed with the Commission
pursuant to Rules 424(b) and 424(c), is hereby incorporated herein by
reference.  Certain pages of the Prospectus are incorporated herein by
reference.

                  3-B.* Amended and Restated Agreement of Limited
Partnership set forth as Exhibit A to the Prospectus, which is incorporated
herein by reference and which agreement is hereby incorporated herein by
reference.

                  4-A.  Documents relating to the refinancing of the
mortgage loan, dated October 17, 1986, secured by the Wachovia Bank
Building and Phillips Building office buildings in Winston-Salem, North
Carolina are hereby incorporated by reference to the Partnership's Report
on Form 10-K (File No. 0-8716) dated March 19, 1993.

                  4-B.  Documents relating to the mortgage loan secured
by the Bristol Mall shopping center in Bristol, Virginia are hereby
incorporated by reference to the Partnership's Report on Form 8-K (File No.
0-8716) dated October 17, 1977.

                  4-C.  Documents relating to the construction loan,
dated July 25, 1996 secured by the Bristol Mall shopping center in Bristol,
Virginia are hereby incorporated by reference to the Partnership's Report
on Form 10-Q (File No. 0-8716) dated November 8, 1996.

                  4-D.  Modification and extension agreement related to
the mortgage loan secured by the Wachovia Bank Building and Phillips
Building, office buildings in Winston Salem, North Carolina, effective
November 1, 1996 is filed herewith.

                  10-A. Acquisition documents relating to the purchase by
the Partnership of an interest in the Wachovia Bank Building and Phillips
Building in Winston Salem, North Carolina are hereby incorporated by
reference to the Partnership's Registration Statement on Form S-11 (File
No. 2-58026) dated September 20, 1977.





                  10-B. Acquisition documents relating to the purchase by
the Partnership of the Bristol Mall shopping center in Bristol, Virginia
are hereby incorporated by reference to the Partnership's Report on Form 8-
K (File No. 0-8716) dated October 17, 1977.

                  21.   List of Subsidiaries.

                  24.   Powers of Attorney.

                  27.   Financial Data Schedule

        ----------

        *    Previously filed as Exhibits 3-A and 3-B, respectively, to
the Partnership's Report for December 31, 1992 on Form 10-K of the
Securities Exchange Act of 1934 (File no. 0-8716) filed on March 19, 1993
and hereby incorporated herein by reference.

     (b)     No Reports on Form 8-K were filed since the beginning of the
last quarter of the period covered by this report.

     No annual report for the fiscal year 1996 has been sent to the
Partners of the Partnership.  An annual report will be sent to the Partners
subsequent to this filing.







                              SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Partnership has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                JMB INCOME PROPERTIES, LTD. - V

                By:     JMB Realty Corporation
                        Managing General Partner


                        GAILEN J. HULL
                By:     Gailen J. Hull
                        Senior Vice President
                Date:   March 21, 1997

     Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

                By:     JMB Realty Corporation
                        Managing General Partner

                        JUDD D. MALKIN*
                By:     Judd D. Malkin, Chairman and 
                        Chief Financial Officer
                Date:   March 21, 1997

                        NEIL G. BLUHM*
                By:     Neil G. Bluhm, President and Director
                Date:   March 21, 1997

                        H. RIGEL BARBER*
                By:     H. Rigel Barber, Chief Executive Officer
                Date:   March 21, 1997

                        GLENN E. EMIG*
                By:     Glenn E. Emig, Chief Operating Officer
                Date:   March 21, 1997


                        GAILEN J. HULL
                By:     Gailen J. Hull, Senior Vice President
                        Principal Accounting Officer
                Date:   March 21, 1997

                        A. LEE SACKS*
                By:     A. Lee Sacks, Director
                Date:   March 21, 1997

                        STUART C. NATHAN*
                By:     Stuart C. Nathan, 
                        Executive Vice President and Director
                Date:   March 21, 1997

                *By:    GAILEN J. HULL, Pursuant to a Power of Attorney


                        GAILEN J. HULL
                By:     Gailen J. Hull
                        Attorney-in-Fact
                Date:   March 21, 1997




                    JMB INCOME PROPERTIES, LTD. - V

                             EXHIBIT INDEX



                                                 DOCUMENT  
                                              INCORPORATED 
                                              BY REFERENCE    PAGE
                                              -------------   ----
3-A.      Certain pages of the 
          Prospectus of the Partnership
          dated August 15, 1977 as 
          supplemented September 20, 1977               Yes

3-B.      Amended and Restated Agreement 
          of Limited Partnership                        Yes

4-A.      Refinancing loan documents 
          related to the Wachovia Bank 
          Building and Phillips Building                Yes

4-B.      Mortgage loan documents 
          related to the Bristol Mall                   Yes

4-C.      Documents relating to the
          construction loan dated July 25,
          1996 secured by the Bristol Mall
          Shopping Center                               Yes

4-D.      Modification and extension
          documents related to the
          Wachovia Bank Building and
          Phillips Building                             No 

10-A.     Acquisition documents related 
          to the Wachovia Bank Building 
          and Phillips Building                         Yes

10-B.     Acquisition documents related 
          to the Bristol Mall                           Yes

21.       List of Subsidiaries                          No 

24.       Powers of Attorney                            No 

27.       Financial Data Schedule                       No