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, 2001              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



<PAGE>


                           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. . . . . . .   8

Item 6.      Selected Financial Data. . . . . . . . . . .   9

Item 7.      Management's Discussion and
             Analysis of Financial Condition and
             Results of Operations. . . . . . . . . . . .  13

Item 7A.     Quantitative and Qualitative
             Disclosures About Market Risk. . . . . . . .  18

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

Item 9.      Changes in and Disagreements
             with Accountants on Accounting and
             Financial Disclosure . . . . . . . . . . . .  42


PART III

Item 10.     Directors and Executive Officers
             of the Partnership . . . . . . . . . . . . .  42

Item 11.     Executive Compensation . . . . . . . . . . .  45

Item 12.     Security Ownership of Certain
             Beneficial Owners and Management . . . . . .  46

Item 13.     Certain Relationships and
             Related Transactions . . . . . . . . . . . .  51


PART IV

Item 14.     Exhibits, Financial Statement Schedules,
             and Reports on Form 8-K. . . . . . . . . . .  51


SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . .  53








                                   i


<PAGE>


                                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 has been engaged solely in the business of the
acquisition, operation and sale and disposition of equity real estate
investments.  Such equity investments have been held by fee title,
leasehold estates and/or through joint venture partnership interests.  The
Partnership's joint venture's real estate investment is located in 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 property and to wind up
its affairs as quickly as practicable barring any unforeseen economic
developments.

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



<PAGE>


<table>
<caption>
                                                     SALE OR DISPOSITION
                                                       DATE OR IF OWNED
                                                     AT DECEMBER 31, 2001,
NAME, TYPE OF PROPERTY                     DATE OF     ORIGINAL INVESTED
    AND LOCATION                SIZE      PURCHASE  CAPITAL PERCENTAGE (a)         TYPE OF OWNERSHIP
----------------------       ----------   --------  ----------------------       ---------------------

                         <c>          <c>       <c>                           <c>
1. 301 N. Main Building
    (formerly 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)
                                                                                 (b) (c) (d) (e)
2. Bristol Mall
    shopping center
    Bristol, Virginia .        488,000     8-31-77          2-17-99              fee ownership of land and
                               sq.ft.                                            improvements (f)
                               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)


<PAGE>



                                                     SALE OR DISPOSITION
                                                       DATE OR IF OWNED
                                                     AT DECEMBER 31, 2001,
NAME, TYPE OF PROPERTY                     DATE OF     ORIGINAL INVESTED
    AND LOCATION                SIZE      PURCHASE  CAPITAL PERCENTAGE (a)         TYPE OF OWNERSHIP
----------------------       ----------   --------  ----------------------       ---------------------

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)
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
                               n.r.a.



<PAGE>


<fn>
---------------

(a)    The computation of this percentage for the property held at
December 31, 2001 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 Item 8 - Schedule III filed
with this annual report for the current outstanding principal balance and a
description of the long-term mortgage indebtedness secured by the
Partnership's real property investment.

(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)    Reference is made to Item 8 - Schedule III filed with this annual
report for further information concerning the real estate taxes and
depreciation incurred by the Partnership's real property investment.

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

(f)    Reference is made to the Notes filed with this annual report for a
description of the sale of this investment property.

</table>


<PAGE>


     The Partnership's real property investment, through a joint venture,
is subject to competition from similar types of properties in the
respective vicinity in which it is located.  Such competition is generally
for the retention of existing tenants.  Additionally, the Partnership is in
competition for new tenants in a market where significant vacancies are
present.  Reference is made to Item 7 below for a discussion of competitive
conditions and capital improvement plans of the Partnership for its
investment property.  Approximate occupancy levels for the property 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 property
in its market 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, the investment property held at December 31,
2001 is 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 property
as of December 31, 2001.

     The Partnership has no employees.

     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, through a joint venture partnership, the
interest in the property referred to under Item 1 above to which reference
is hereby made for a description of said property.

     The following is a listing of principal business carried on in and
approximate occupancy levels by quarter during fiscal years 2001 and 2000
for the Partnership's investment property owned during 2001:



<PAGE>


<table>
<caption>
                                                             2000                      2001
                                                   ------------------------- -------------------------
                               Principal             At    At     At     At    At     At    At     At
                               Business             3/31  6/30   9/30  12/31  3/31   6/30  9/30  12/31
                               ----------           ----  ----   ----  -----  ----   ---- -----  -----

                            <c>                 <c>   <c>    <c>   <c>    <c>    <c>  <c>    <c>
301 North Main Building
  and Phillips Building
  Winston-Salem,
  North Carolina. . . . . . .  Banking               45%   46%    46%    46%   46%    45%   45%    45%

----------
<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>


<PAGE>


ITEM 3.  LEGAL PROCEEDINGS

     On August 6, 2001, an action entitled STATE STREET BANK AND TRUST
COMPANY, AS TRUSTEE, FOR THE REGISTERED HOLDERS OF FDIC REMIC TRUST 1994-
C1, COMMERCIAL MORTGAGE PASSTHROUGH CERTIFICATES, SERVICES 1994-C1 v.
WACHOVIA BUILDING ASSOCIATES was initiated in the Superior Court Division
of the General Court of Justice for the County of Forsyth, State of North
Carolina.  In the proceeding, State Street Bank and Trust Company ("State
Street"), as the trustee for the owners of the beneficial interests in the
entity (the "Noteholder") holding the mortgage note secured by the 301
North Main Street (formerly Wachovia Bank) and Phillips Buildings
(collectively, the "Property") sought the appointment of a receiver to take
possession, manage and collect the rents and income of the Property.  The
joint venture (the "Venture") that owns the Property had not made the
scheduled debt service payments on the mortgage note since June 2001 due to
the then current and anticipated vacancy at the Property.

     On August 6, 2001, the Court entered an order appointing a temporary
receiver for the Property.  Subsequently, the Venture entered into
negotiations with the receiver and State Street in order to avoid a
contested final hearing.  As a result of such negotiations, in
consideration for, among other things, the right to petition for a hearing
in April 2002 if the Noteholder fails to diligently pursue foreclosure and
for a provision limiting the liability of the Venture in all contracts
relating to the Property, the Venture decided not to contest the final
hearing at which the order making the appointment of the receiver was made
permanent, and such order was entered on November 13, 2001.  As a result,
the Venture no longer has possession or control of the Property.  The
receiver is marketing the Property for sale, but there is no assurance as
to the timing of any such sale.


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 2000 and 2001.





<PAGE>


                                PART II

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

     As of December 31, 2001, there were 2,626 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.

    Reference is made to Item 7 for a discussion of unsolicited tender
offers received from unaffiliated third parties.



<PAGE>


<table>
ITEM 6.  SELECTED FINANCIAL DATA

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

                                 DECEMBER 31, 2001, 2000, 1999, 1998 AND 1997
                                (NOT COVERED BY INDEPENDENT AUDITORS' REPORT)


<caption>
                                    2001         2000           1999          1998          1997
                                -----------   -----------   -----------    ----------    ----------

                            <c>           <c>           <c>            <c>           <c>
Total income. . . . . . . . .   $ 5,025,881     5,384,272     6,110,138    11,306,958    10,428,313
                                ===========   ===========    ==========    ==========    ==========
Earnings (loss) before gain
 on sale of investment
 property and extraordinary
 item . . . . . . . . . . . .   $  (748,572)      114,305      (297,683)    2,615,329     1,218,375
Gain on sale of investment
 property . . . . . . . . . .         --            --        5,998,474         --            --
Extraordinary item. . . . . .         --            --         (174,784)        --            --
                                -----------   -----------    ----------    ----------    ----------
Net earnings (loss) . . . . .   $  (748,572)      114,305     5,526,007     2,615,329     1,218,375
                                ===========   ===========    ==========    ==========    ==========
Net earnings (loss) per
 limited partner interest (b):
   Earnings (loss) before
     gain on sale of invest-
     ment property and
     extraordinary item . . .   $    (18.86)         2.88         (7.50)        65.88         30.69
   Gain on sale of invest-
     ment property. . . . . .         --            --            84.68         --            --
   Extraordinary item . . . .         --            --            (4.49)        --            --
                                -----------   -----------    ----------    ----------    ----------
    Net earnings (loss) . . .   $    (18.86)         2.88         72.69         65.88         30.69
                                ===========   ===========    ==========    ==========    ==========
Total assets. . . . . . . . .   $ 9,998,569    12,858,839    12,745,693    32,600,089    32,327,478
Long-term debt. . . . . . . .   $     --            --       18,408,189    23,219,926    24,118,537
Cash distributions per
 Limited Partner
 Interest (c) . . . . . . . .   $     30.00         10.55        376.71          3.03          1.71
                                ===========   ===========    ==========    ==========    ==========



<PAGE>


<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>


<PAGE>


<table>

SIGNIFICANT PROPERTY - SELECTED RENTAL AND OPERATING DATA AS OF DECEMBER 31, 2001


<caption>

Property
--------

301 N. Main
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)
                         ------------          --------------       ------------------

                <c>   <c>                   <c>                  <c>
                         1997                     72%                 8.10
                         1998                     56%                10.61
                         1999                     46%                 7.28
                         2000                     46%                 6.40
                         2001                     45%                 6.46
<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)
                          -------------------      -----------  ---------  --------------- -----------------

                <c>    <c>                      <c>          <c>        <c>             <c>
                          Wachovia Bank and
                          Trust Company-

                            Phillips Building
                             (Bank)                268,708       1,556,159   2/2002        N/A

</table>


<PAGE>


<table>
<caption>
                   c)     The following table sets forth certain
                          information with respect to the expiration
                          of leases for the next ten years at the
                          301 N. Main Building and Phillips Building:

                                                                            Annualized        Percent of
                                           Number of        Approx. Total   Base Rent         Total 2001
                          Year Ending      Expiring         NRA of Expiring of Expiring       Base Rent
                          December 31,     Leases           Leases (1)      Leases            Expiring
                          ------------     ---------        --------------- -----------       ----------

                <c>    <c>              <c>              <c>             <c>               <c>
                            2002               4               278,101       1,666,932            82%
                            2003               2                 1,020          94,090             5%
                            2004               1                 4,016          44,176             2%
                            2005              --                 --              --               --
                            2006              --                 --              --               --
                            2007              --                 --              --               --
                            2008              --                 --              --               --
                            2009               1                 3,013          24,104             1%
                            2010              --                 --              --               --
                            2011              --                 --              --               --
<fn>

                            (1)  Excludes leases that expire in 2002 for which
                                 renewal leases or leases with replacement tenants
                                 have been executed as of February 1, 2002.
</table>


<PAGE>


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.

     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.

     On March 2, 2000, the Partnership was notified that certain affiliates
of MacKenzie Patterson, Inc. and certain other third parties had commenced
an unsolicited offer to the Limited Partners to purchase up to 15,402
Interests in the Partnership (approximately 40% of the outstanding
Interests) at a price of $80 per Interest.  None of the offerors are
affiliated with the Partnership or the General Partners.  The offer, which
was originally scheduled to expire on June 9, 2000, was amended on May 3,
2000 to increase the purchase price to $115 per Interest and extend the
offer period through June 16, 2000.  The Special Committee expressed no
opinion and remained neutral with respect to the offer as initially made
and as amended by such amendment for those Limited Partners who had no
current or anticipated need for liquidity with respect to their Interests
and who were willing to continue bearing the economic risk of retaining
their Interests until the liquidation and termination of the Partnership.
However, the Special Committee recommended that all other Limited Partners
accept the initial offer and the amended offer and tender their Interests
pursuant to such offer.  The offer was amended a second time to decrease
the offer price to $90 per Interest and extend the tender offer period to
June 30, 2000.  The Special Committee's recommendation did not change as a
result of this second amendment to the tender offer.  The tender offer, as
amended, expired on June 30, 2000.  The Partnership is aware that, in the
aggregate, approximately 15.5% of the outstanding Interests were purchased
by the parties making such tender offer or their affiliates, either
pursuant to the tender offer or through negotiated purchases.
Additionally, the Partnership is aware that, in the aggregate,
approximately 28.82% of the outstanding Interests have been purchased by
unaffiliated third parties either pursuant to all tender offers including
the tender offer discussed above or through negotiated purchases.  It is
possible that other offers for Interests may be made by third parties in
the future.  However, 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 for Interests, if made, will be consummated, amended or
withdrawn.

     At December 31, 2001, the Partnership and its consolidated venture had
cash and cash equivalents of approximately $3,741,000.  Such funds are
available for distributions to partners, payment of withholding for taxes
upon disposal of the 301 North Main Building and Phillips Building, and
working capital requirements.  Due to the re-leasing issues at the 301 N.
Main Building and Phillips Building the venture defaulted on its mortgage
loan, and the properties will not be a significant source of future
liquidity.  In such regard, reference is made to the Partnership's property
specific discussions below.  The venture's mortgage obligation is a non-
recourse loan secured by the investment property and therefore, the
Partnership and its venture partner are not personally liable for the
payment of the mortgage indebtedness.



<PAGE>


     The Partnership made a distribution of cash flow from operations of
approximately $1,155,000 ($30 per interest) to the Limited Partners and
approximately $64,000 to the General Partners in the first quarter of 2001.

In connection with this distribution, the General Partners also received an
incentive management fee of approximately $64,000.  The Partnership does
not anticipate further distributions of cash to its partners until the
Partnership winds up its affairs, in order to provide sufficient working
capital to cover ongoing Partnership operating expenses and any
contingencies that may arise.

     The General Partners and their affiliates had deferred payment of
certain management and leasing fees of approximately $1,679,000 (approxi-
mately $43 per interest) pursuant to the venture agreement for the 301
North Main Building and Phillips Building.  Such amounts were deferred
until the sale or disposition of the property or upon termination of the
property management agreement.  As described more fully in the Notes, in
August 2001, a receiver was appointed to take possession of and manage the
property.  Therefore, the Partnership stopped accruing the deferred fees as
of that date.  In addition, as this event resulted in the termination of
the aforementioned management agreement, such deferred fees became payable
to the General Partner, and the deferred management fees of approximately
$1,679,000 were paid to the General Partners in December 2001 from
Partnership cash.

     The Partnership intends to wind up its affairs and terminate as soon
as practicable after the sale or other disposition of the 301 North Main
Building and Phillips Building.  Though the Partnership anticipates that
this will occur in 2002, it may occur even later depending upon how the
lender exercises its remedies with respect to the sale or foreclosure of
the property.  There is no assurance that any such sale will occur or that
the Partnership will be successful in requiring the lender to exercise its
remedies promptly.

301 NORTH MAIN BUILDING AND PHILLIPS BUILDING

     Occupancy at the 301 N. Main Building (formerly the Wachovia Bank
Building) and Phillips Building remained at approximately 45% during the
year.  Prior to December 31, 1995, substantially all of the 301 North Main
Building was leased to one tenant, the Wachovia Bank.  Commencing in the
third quarter of 1998 and continuing through mid-1999, the Wachovia Bank
vacated substantially all of its space in the 301 North Main Building
(approximately 200,000 square feet).  The remaining space leased during
2001 to the Wachovia Bank (approximately 8,200 square feet) was leased
pursuant to month-to-month leases, and on April 30, 2001 the Wachovia Bank
vacated this space.  Subsequent to the end of the year, the Wachovia Bank,
which had leased the entire Phillips building, vacated its space upon the
expiration of such leases (approximately 178,700 square feet in January
2002 and approximately 90,000 square feet in February 2002).  The occupancy
as of the date of this report is 12%.

     The venture had been marketing space in the 301 North Main Building
and the Phillips Building to prospective replacement tenants but was not
successful in its efforts due to the lack of large space users in this
market.  Re-leasing the vacant space in the buildings would require major
renovation to the buildings as well as significant tenant improvements
which, in turn, would be contingent upon the Partnership obtaining
financing for these tenant replacement costs.  The Partnership therefore
determined not to commit any additional funds to the property due to the
low likelihood of achieving a return on such funds.  As a result, the
Partnership decided not to continue making debt service payments as of
June 1, 2001.  The mortgage loan is in default as of June 1, 2001 and
matured in November 2001, and in accordance with default provisions of the
mortgage loan agreement, the Partnership has recorded interest upon the
loan balance at the default rate of 18% per annum commencing June 1, 2001.
In early August 2001, the lender notified the Partnership that a receiver
was appointed to take possession of and manage the property.



<PAGE>


     The Partnership is currently monitoring the efforts of the lender and
the receiver to transfer title to the property to either the lender or a
third party, and is taking such actions as it believes will accomplish this
result at the earliest possible time while minimizing any liability for the
Partnership.  The Partnership would then proceed to liquidate its affairs.
However, the lender is continuing to review its options.  The lender is
currently pursuing a sale of the property to an unaffiliated third party.
If such sale is not consummated, the lender is also reviewing its options
relative to a potential removal of asbestos-containing insulation at the
property and has been delaying the consummation of a foreclosure until it
completes such analysis.  Therefore, because the Partnership has only
modest ability to influence these determinations and the speed with which
they occur, there can be no assurance as to the timing of these events.

     The transfer of title to the property under the likely scenarios
discussed above would result in a gain for financial reporting and Federal
and state income tax purposes with no corresponding distributable proceeds.

Additionally, the Partnership will be required to remit to the state tax
authorities withholding for income taxes due as a result of the sale of the
properties or its surrender to the mortgage lender.  This withholding
amount is currently estimated to be approximately $650,000.

     In 1986, 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 (from its share of the
property's cash flow) 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 $6,824,000 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 such
default, the venture partner's share of distributions of cash flow
generated subsequent to 1996, except as provided below, was retained by the
venture.  In December 1999, the Partnership and the venture partner entered
into an agreement (the "Option Agreement"), effective January 1, 1999,
under which the Partnership was given the option to purchase the venture
partner's interest on or before January 31, 2002 (which option must have
been exercised on or before December 31, 2001).  Such option has expired.
If the Partnership had exercised its option, the purchase price for the
interest would have been $230,000 and the Partnership would have released
the venture partner from its obligation to make contributions as discussed
above.  As a result of the negotiations, and in consideration of the
venture partner granting a full release to the Partnership and the venture,
the Partnership and venture partner also concurrently entered into a
forbearance agreement, under which the Partnership agreed to not pursue its
legal remedies against the venture partner for its default related to such
obligation until November 1, 2000, subject to further extension.  Though
the Partnership may now pursue such legal remedies, they are of little
practical value at present because the venture partner's obligations permit
recourse only to the venture partner's interest in the venture, and the
venture partner's share of distributions are already being paid to the
Partnership as discussed below.  The Partnership continues to reserve all
of its rights in this regard, and may determine at a later date to pursue
such remedies.

     In connection with completing the Option Agreement, the venture
agreement was amended to:  (1) convert the venture partner's minority
general partnership interest in the venture to a limited partnership
interest; (2) provide that no further distributions of cash flow will be
made to the venture partner after December 1999 (other than deemed
distributions of up to $830,263 per year, which are required to be paid
directly to the Partnership to reduce the debt obligations of the venture


<PAGE>


partner as described above), at which time $200,000, representing the
venture partner's final distribution of cash flow from operations and
reserves, was distributed to the venture partner; and (3) provide that the
venture partner (assuming the option under the option agreement was not
exercised) would receive 30% of any net sale proceeds (as defined) if the
gross sale price of the property is $40,000,000 or greater.  Under the
Option Agreement, upon the closing of the purchase of such interest, the
venture partner would also release the Partnership and the venture from any
and all claims that the venture partner may have against the Partnership
and the venture, including, without limitation, any amounts which may have
accrued or been distributable prior to such closing date, and the
Partnership and the venture would release the venture partner from any
further liabilities under the venture agreement, including, without
limitation, the aforementioned obligation to make additional capital
contributions.  Given current market conditions, it is not anticipated that
a sale of the property will generate proceeds to the venture partner.  The
Partnership did not exercise its option prior to the expiration thereof.

     As a result of the December 1999 amendment to the venture agreement
referred to above, profits and losses are allocated based on the ratio of
distributions (actual distributions plus any distributions deemed to have
been made) to the partners, approximately 87% and 76% to the Partnership
and 13% and 24% to the venture partner for the years ended December 31,
2001 and 2000, respectively.  For financial reporting and Federal income
tax purposes, the venture reported the payments of approximately $346,000
in 2001 (for the five monthly payments made before the discontinuing of
debt service payments) and approximately $830,000 annually, prior to 2001,
on the obligation referred to above as deemed to be made (and contributed
for financial reporting purposes only) to the venture partner.

RESULTS OF OPERATIONS

     The decrease in cash and cash equivalents at December 31, 2001 as
compared to December 31, 2000 is primarily due to the December 2001 payment
of deferred management fees by the Partnership and is also due to the
distribution of cash flow from operations to the General Partners and
Limited Partners in March of 2001.

     The restricted cash at December 31, 2001 represents cash held in the
possession of the receiver at the 301 North Main and Phillips Buildings.

     The decrease in interest, rents and other receivables at December 31,
30, 2001 as compared to December 31, 2000 is primarily due to the
Partnership no longer accruing certain deemed contributions from the
Partnership's venture partner in the 301 North Main and Phillips Buildings.

Commencing with the appointment of a receiver to take possession of and
manage the property in early August 2001, the Partnership does not expect
to receive additional distributions from the property or additional deemed
contributions from the Partnership's venture partner.

     The increase in prepaid expenses at December 31, 2001 as compared to
December 31, 2000 is due to an increase in insurance premiums and also due
to the timing of payment of insurance premiums at the 301 North Main and
Phillips buildings.

     The increase in property held for sale or disposition at December 31,
2001 as compared to December 31, 2000 is due to the Partnership classifying
the 301 North Main and Phillips Buildings as held for sale or disposition
as of June 1, 2001.

     The decrease in accounts payable at December 31, 2001 as compared to
December 31, 2000 is primarily due to the payment by the Partnership of
approximately $1,679,000 of deferred management fees for the 301 N. Main
and Phillips Buildings, as described more fully in the Notes, in December
of 2001.



<PAGE>


     The increase in accrued interest at December 31, 2001 as compared to
December 31, 2000 and the corresponding increase in mortgage and other
interest for the year ended December 31, 2001 as compared to the same
periods in 2000 and 1999 is primarily due to the Partnership accruing
interest at the default rate of 18% on the mortgage loan of the 301 North
Main and Phillips Buildings as of June 1, 2001.  Such increase in accrued
interest is partially offset by approximately $1,027,000 of interest
payments from cash flow from the properties made by the receiver to the
lender in the third and fourth quarters of 2001.

     The decrease in accrued real estate taxes at December 31, 2001 as
compared to December 31, 2000 is primarily due to the timing of the payment
of real estate taxes at the 301 North Main and Phillips Buildings.

     The decrease in rental income for the year ended December 31, 2000 as
compared to the year ended December 31, 1999 is primarily due to the sale
of the Bristol Mall in February 1999 and the decrease in occupancy at the
301 North Main Building.

     The decrease in interest income for the year ended December 31, 2001
as compared to the same period in 2000 is due to lower interest rates in
2001 and a lower average cash balance due to distributions of cash flow
from operations to the General Partners and Limited Partners in August of
2000 and March of 2001.  The decrease in interest income for the year ended
December 31, 2000 as compared to the year ended December 31, 1999 is
primarily due to the temporary investment of the proceeds from the sale of
the Bristol Mall prior to the distribution of such proceeds to the General
and Limited Partners in May 1999.

     The decrease in depreciation for the year ended December 31, 2001 as
compared to the same period in 2000 is primarily due to the 301 North Main
and Phillips Building being classified as held for sale or disposition as
of June 1, 2001, and therefore, no longer being depreciated as of that
date.  The decrease in depreciation for the year ended December 31, 2000 as
compared to the year ended December 31, 1999 is due to the commencement of
continued depreciation at the 301 North Main and Phillips Buildings as a
result of the Partnership no longer classifying this property as held for
sale or disposition as of July 1, 1999, and the Partnership making an
adjustment in the third quarter of 1999 to record the depreciation expense
as of June 30, 1999 that would have been recognized had the 301 North Main
and Phillips Buildings not been considered to be held for sale or
disposition.

     The increase in professional services for the year ended December 31,
2001 as compared to the year ended December 31, 2000 is primarily due to
increased legal and other professional fees related to the default issues
on the debt secured by the 301 N. Main and Phillips Buildings.  The
increase in professional services for the year ended December 31, 2000 as
compared to the year ended December 31, 1999 is primarily due to legal fees
incurred in 2000 related to the Partnership's response to the unsolicited
tender offer, discussed above, by certain unaffiliated third parties to
purchase Interests in the Partnership.

     The increase in management fees to Corporate General Partner for the
year ended December 31, 2001 as compared to the same period in 2000 and for
the year ended December 31, 2000 as compared to the same period in 1999 is
a result of the distributions of cash flow from operations to the General
Partners and the Limited Partners in March 2001 and August 2000.  These
management fees are based upon a percentage of the aggregate distribution
of cash flow from operations.



<PAGE>


     The decrease in venture partner's share of venture's operations for
the year ended December 31, 2001 as compared to the year ended December 31,
2000 is primarily due to the discontinuation of deemed distributions to the
venture partner at the 301 N. Main and Phillips Buildings to the
Partnership upon discontinuation of debt service payments and subsequent
appointment of the receiver, as described more fully in the Notes.  The
increase in venture partner's share of venture's operations for the year
ended December 31, 2000 as compared to the year ended December 31, 1999 is
primarily due to the distribution of substantially all excess cash flow to
the Partnership from the 301 N. Main and Phillips Buildings venture in
February 1999.  Per the amendment of the venture agreement, profits and
losses are allocated to the Partnership and the venture partner based on
their proportional share of distributions made or deemed to be made.

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 in the near future, and
because, due to the receivership, all revenues from the property are paid
to, and all operating expenses from the property are paid by, the lender,
without recourse to the Partnership.




ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Partnership has identified interest rate changes as a potential
market risk.  However, as the Partnership's long-term debt bears interest
at a fixed rate and is non-recourse to the Partnership,  the Partnership
does not believe that it is exposed to market risk relating to interest
rate changes.





<PAGE>


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, 2001 and 2000

Consolidated Statements of Operations, years ended December 31,
  2001, 2000 and 1999

Consolidated Statements of Partners' Capital Accounts (Deficits),
  years ended December 31, 2001, 2000 and 1999

Consolidated Statements of Cash Flows, years ended December 31,
  2001, 2000 and 1999

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.















<PAGE>














                     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 auditing standards
generally accepted in the United States of America.  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,
2001 and 2000, and the results of their operations and their cash flows for
each of the years in the three-year period ended December 31, 2001, in
conformity with accounting principles generally accepted in the United
States of America.  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.









                                                KPMG LLP


Chicago, Illinois
March 25, 2002



<PAGE>


<table>

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

                                         CONSOLIDATED BALANCE SHEETS

                                         DECEMBER 31, 2001 AND 2000

                                                   ASSETS
                                                   ------
<caption>
                                                                            2001              2000
                                                                        ------------      -----------

                                                                    <c>               <c>
Current assets:
  Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . .   $  3,741,367        6,691,400
  Restricted funds. . . . . . . . . . . . . . . . . . . . . . . . . .        287,229            --
  Interest, rents and other receivables . . . . . . . . . . . . . . .         14,747          101,305
  Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . .         53,056           34,936
                                                                        ------------      -----------
          Total current assets. . . . . . . . . . . . . . . . . . . .      4,096,399        6,827,641
                                                                        ------------      -----------

Investment properties, at cost - Schedule III:
  Land. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          --           1,949,914
  Buildings and improvements. . . . . . . . . . . . . . . . . . . . .          --          11,410,962
                                                                        ------------      -----------
                                                                               --          13,360,876
  Less accumulated depreciation . . . . . . . . . . . . . . . . . . .          --          (7,379,216)
                                                                        ------------      -----------
          Total investment property, net of accumulated depreciation.          --           5,981,660

Property held for sale or disposition . . . . . . . . . . . . . . . .      5,871,962            --
                                                                        ------------      -----------
          Total investment properties . . . . . . . . . . . . . . . .      5,871,962        5,981,660

Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . .         30,208           49,538
                                                                        ------------      -----------
                                                                        $  9,998,569       12,858,839
                                                                        ============      ===========


<PAGE>


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

                            LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
                            -----------------------------------------------------

                                                                            2001              2000
                                                                        ------------      -----------
Current liabilities:
  Current portion of long-term debt . . . . . . . . . . . . . . . . .   $ 18,229,266       18,408,189
  Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . .        180,754        1,809,197
  Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . .      1,047,226          146,499
  Accrued real estate tax . . . . . . . . . . . . . . . . . . . . . .          --             250,835
                                                                        ------------      -----------
          Total current liabilities . . . . . . . . . . . . . . . . .     19,457,246       20,614,720

Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . .         29,721           27,871
                                                                        ------------      -----------
Commitments and contingencies

          Total liabilities . . . . . . . . . . . . . . . . . . . . .     19,486,967       20,642,591

Venture partner's subordinated equity in venture. . . . . . . . . . .     12,752,234       12,488,983

Partners' capital accounts (deficits):
  General partners:
     Capital contributions. . . . . . . . . . . . . . . . . . . . . .          1,000            1,000
     Cumulative net earnings  . . . . . . . . . . . . . . . . . . . .      4,245,050        4,267,507
     Cumulative cash distributions. . . . . . . . . . . . . . . . . .     (5,922,062)      (5,857,887)
                                                                        ------------      -----------
                                                                          (1,676,012)      (1,589,380)
                                                                        ------------      -----------
  Limited partners (38,505 interests):
     Capital contributions, net of offering costs . . . . . . . . . .     34,926,505       34,926,505
     Cumulative net earnings. . . . . . . . . . . . . . . . . . . . .     32,959,589       33,685,704
     Cumulative cash distributions. . . . . . . . . . . . . . . . . .    (88,450,714)     (87,295,564)
                                                                        ------------      -----------
                                                                         (20,564,620)     (18,683,355)
                                                                        ------------      -----------
          Total partners' capital accounts (deficits) . . . . . . . .    (22,240,632)     (20,272,735)
                                                                        ------------      -----------
                                                                        $  9,998,569       12,858,839
                                                                        ============      ===========



<fn>
                        See accompanying notes to consolidated financial statements.
</table>


<PAGE>


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

                                    CONSOLIDATED STATEMENTS OF OPERATIONS

                                YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

<caption>
                                                           2001             2000            1999
                                                       ------------     ------------    ------------

                                                   <c>              <c>             <c>
Income:
  Rental income . . . . . . . . . . . . . . . . . .    $  4,804,809        4,990,221       5,605,074
  Interest income . . . . . . . . . . . . . . . . .         221,072          394,051         505,064
                                                       ------------     ------------    ------------
                                                          5,025,881        5,384,272       6,110,138
                                                       ------------     ------------    ------------
Expenses:
  Mortgage and other interest . . . . . . . . . . .       2,657,549        1,775,861       1,900,432
  Depreciation  . . . . . . . . . . . . . . . . . .         109,698          263,225       1,110,578
  Property operating expenses . . . . . . . . . . .       2,333,258        2,411,891       2,886,136
  Professional services . . . . . . . . . . . . . .         149,157          108,510         101,300
  Amortization of deferred expenses . . . . . . . .          19,330           21,087          23,786
  Management fees to Corporate General Partner. . .          64,175           21,392           --
  General and administrative. . . . . . . . . . . .         124,808          116,214         137,037
                                                       ------------     ------------    ------------
                                                          5,457,975        4,718,180       6,159,269
                                                       ------------     ------------    ------------
                                                           (432,094)         666,092         (49,131)
Venture partner's share of venture's operations . .        (316,478)        (551,787)       (248,552)
                                                       ------------     ------------    ------------
          Earnings (loss) before gain on sale of
            investment property and extraordinary
            item. . . . . . . . . . . . . . . . . .        (748,572)         114,305        (297,683)

Gain on sale of investment property . . . . . . . .           --               --          5,998,474
                                                       ------------     ------------    ------------
          Earnings (loss) before extraordinary item        (748,572)         114,305       5,700,791

Extraordinary item - write-off of unamortized
  deferred financing costs. . . . . . . . . . . . .           --               --           (174,784)
                                                       ------------     ------------    ------------
          Net earnings (loss) . . . . . . . . . . .    $   (748,572)         114,305       5,526,007
                                                       ============     ============    ============



<PAGE>


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

                              CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED



                                                           2001             2000            1999
                                                       ------------     ------------    ------------

          Net earnings (loss) per limited
           partnership interest:
            Earnings (loss) before gain on sale
              of investment property and extra-
              ordinary item . . . . . . . . . . . .    $     (18.86)            2.88           (7.50)
            Gain on sale of investment property . .           --               --              84.68
            Extraordinary item. . . . . . . . . . .           --               --              (4.49)
                                                       ------------     ------------    ------------

          Net earnings (loss) per limited
            partnership interest. . . . . . . . . .    $     (18.86)            2.88           72.69
                                                       ============     ============    ============























<fn>
                        See accompanying notes to consolidated financial statements.
</table>


<PAGE>


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

                        CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS)

                                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999


<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
              -------   ---------- -------------  -----------   -----------  ---------- ------------- -----------

          <c>       <c>        <c>            <c>           <c>          <c>         <c>          <c>
Balance
 (deficits)
 December 31,
 1998 . . . .  $1,000    1,537,012   (3,096,315)  (1,558,303)   34,926,505   30,775,887  (72,384,203) (6,681,811)


Net earnings
 (loss) . . .    --      2,727,066        --       2,727,066         --       2,798,941        --      2,798,941
Cash distri-
 butions
 ($376.71 per
 limited
 partnership
 interest). .    --          --      (2,739,656)  (2,739,656)        --           --     (14,505,089)(14,505,089)
               ------   ----------   ----------   ----------    ----------   ----------  ----------- -----------

Balance
 (deficits)
 December 31,
 1999 . . . .   1,000    4,264,078   (5,835,971)  (1,570,893)   34,926,505   33,574,828  (86,889,292)(18,387,959)

Net earnings
 (loss) . . .    --          3,429        --           3,429         --         110,876        --        110,876
Cash distri-
 butions
 ($10.55 per
 limited
 partnership
 interest). .    --          --         (21,916)     (21,916)        --           --        (406,272)   (406,272)
               ------   ----------   ----------   ----------    ----------   ----------  -----------  ----------


<PAGE>


                                         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,
 2000 . . . .   1,000    4,267,507   (5,857,887)  (1,589,380)   34,926,505   33,685,704  (87,295,564)(18,683,355)

Net earnings
 (loss) . . .    --        (22,457)       --         (22,457)        --        (726,115)       --       (726,115)
Cash distri-
 butions
 ($30 per
 limited
 partnership
 interest). .    --          --         (64,175)     (64,175)        --           --      (1,155,150) (1,155,150)
               ------   ----------   ----------   ----------    ----------   ----------  ----------- -----------
Balance
 (deficits)
 December 31,
 2001 . . . .  $1,000    4,245,050   (5,922,062)  (1,676,012)   34,926,505   32,959,589  (88,450,714)(20,564,620)
               ======   ==========   ==========   ==========    ==========   ==========  =========== ===========













<fn>
                          See accompanying notes to consolidated financial statements.
</table>


<PAGE>


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

                                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                  YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999

<caption>
                                                                     2001         2000           1999
                                                                 -----------   -----------   -----------

                                                             <c>           <c>           <c>
Cash flows from operating activities:
  Net earnings (loss) . . . . . . . . . . . . . . . . . . . . .   $ (748,572)      114,305     5,526,007
  Items not requiring (providing) cash or cash equivalents:
    Depreciation. . . . . . . . . . . . . . . . . . . . . . . .      109,698       263,225     1,110,578
    Amortization of deferred expenses . . . . . . . . . . . . .       19,330        21,087        23,786
    Venture partner's share of venture's operations . . . . . .      316,478       551,787       248,552
    Gain on sale of investment property . . . . . . . . . . . .        --            --       (5,998,474)
    Extraordinary item. . . . . . . . . . . . . . . . . . . . .        --            --          174,784
    Rental income applied to construction loan payable. . . . .        --            --          (17,166)
  Changes in:
    Restricted funds. . . . . . . . . . . . . . . . . . . . . .     (287,229)        --            --
    Interest, rents and other receivables . . . . . . . . . . .       86,558        (6,509)      172,254
    Prepaid expenses. . . . . . . . . . . . . . . . . . . . . .      (18,120)       (7,033)       32,051
    Accrued rents receivable. . . . . . . . . . . . . . . . . .        --            --            5,003
    Accounts payable. . . . . . . . . . . . . . . . . . . . . .   (1,628,443)       17,684          (693)
    Accrued interest. . . . . . . . . . . . . . . . . . . . . .      900,727        (3,195)      (63,087)
    Accrued real estate taxes . . . . . . . . . . . . . . . . .     (250,835)      250,835         --
    Tenant security deposits. . . . . . . . . . . . . . . . . .        1,850        12,885        (7,735)
                                                                 -----------   -----------   -----------
          Net cash provided by (used in)
            operating activities. . . . . . . . . . . . . . . .   (1,498,558)    1,215,071     1,205,860
                                                                 -----------   -----------   -----------

Cash flows from investing activities:
  Additions to investment properties, net of related payables .        --          (11,460)     (205,760)
  Proceeds from sale of investment property . . . . . . . . . .        --            --       24,216,567
                                                                 -----------   -----------   -----------
          Net cash provided by (used in)
           investing activities . . . . . . . . . . . . . . . .        --          (11,460)   24,010,807
                                                                 -----------   -----------   -----------


<PAGE>


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

                                CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED



                                                                     2001         2000           1999
                                                                 -----------   -----------   -----------

Cash flows from financing activities:
  Principal payments on construction loan . . . . . . . . . . .        --            --       (2,785,460)
  Principal payments on long-term debt. . . . . . . . . . . . .     (178,923)     (401,561)   (4,525,786)
  Venture partner's contributions to venture. . . . . . . . . .      292,716       828,858       828,982
  Distributions to venture partner. . . . . . . . . . . . . . .     (345,943)     (830,264)   (1,030,263)
  Distributions to limited partners . . . . . . . . . . . . . .   (1,155,150)     (406,272)  (14,505,089)
  Distributions to general partners . . . . . . . . . . . . . .      (64,175)      (21,916)   (2,739,656)
                                                                 -----------   -----------   -----------
          Net cash provided by (used in)
            financing activities. . . . . . . . . . . . . . . .   (1,451,475)     (831,155)  (24,757,272)
                                                                 -----------   -----------   -----------
          Net increase (decrease) in cash and
            cash equivalents. . . . . . . . . . . . . . . . . .   (2,950,033)      372,456       459,395

          Cash and cash equivalents, beginning of year. . . . .    6,691,400     6,318,944     5,859,549
                                                                 -----------   -----------   -----------
          Cash and cash equivalents, end of year. . . . . . . .  $ 3,741,367     6,691,400     6,318,944
                                                                 ===========   ===========   ===========

Supplemental disclosure of cash flow information:
  Cash paid for mortgage and other interest . . . . . . . . . .  $ 1,756,822     1,779,056     1,963,519
                                                                 ===========   ===========   ===========

  Non-cash investing and financing activities:
      Rental income applied to construction loan payable. . . .  $     --            --           17,166
                                                                 ===========   ===========   ===========









<fn>
                          See accompanying notes to consolidated financial statements.
</table>


<PAGE>


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

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                   DECEMBER 31, 2001, 2000 AND 1999


OPERATIONS AND BASIS OF ACCOUNTING

     GENERAL

     The Partnership holds (through a joint venture) one real estate
investment.  Business activities consist of rentals to a small number of
commercial companies, and the ultimate sale or disposition of such real
estate.  The Partnership currently expects to dispose of its remaining
investment property and to wind up its affairs as soon as practicable,
depending upon how the lender exercises its remedies with respect to the
sale or foreclosure of the 301 N. Main and Phillips Buildings.

     The accompanying consolidated financial statements include the
accounts of the Partnership and its majority-owned venture, Wachovia
Building Associates ("Wachovia").  The effect of all transactions between
the Partnership and the consolidated venture has been eliminated.

     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 accounting principles generally accepted in the
United States of America ("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, 2001 and 2000 is summarized as
follows:

                             2001                   2000
                    ------------------------------------------------
                                   TAX BASIS              TAX BASIS
                      GAAP BASIS  (UNAUDITED) GAAP BASIS (UNAUDITED)
                     -----------  ---------- ----------- ----------

Total assets. . . . .   $ 9,998,56916,532,039 12,858,839 19,306,824

Partners' capital
 accounts (deficits):
  General partners. . (1,676,012)   (961,784) (1,589,380)  (876,588)
  Limited partners. .(20,564,620) (5,803,370)(18,683,355)(2,433,664)

Net earnings (loss):
  General partners. .    (22,457)    (21,021)      3,429     20,013
  Limited partners. .   (726,115) (2,214,556)    110,876    718,249

Net earnings (loss)
 per limited part-
 nership interest . .     (18.86)     (57.51)       2.88      18.65
                     =========== =========== =========== ==========

     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 a net gain for financial reporting and
Federal income tax purposes.



<PAGE>


     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 ($3,741,117 and $6,430,847 at
December 31, 2001 and 2000, 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, leasing and
commitment fees.  Such fees are generally amortized over the terms of the
related notes using the straight-line method.

     Although certain leases of the Partnership provided for tenant
occupancy during periods for which no rent is due, the Partnership accrued
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.  Ten properties
have been sold or disposed of by the Partnership through December 31, 2001.

The remaining property, an office building complex, is operating in
receivership.  The cost of the investment property represents the total
cost to the Partnership and its venture plus miscellaneous acquisition
costs.

     Depreciation on the property 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 property is pledged as security for the long-term debt,
for which there is no recourse to the Partnership or its venture.  The
investment property was placed in receivership in August 2001.

     Maintenance and repair expenses are charged to operations as incurred.

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



<PAGE>


     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.  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 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 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.  The Partnership's
commitment to a plan for sale or disposal of the 301 North Main and
Phillips Buildings had not resulted in a sale or disposition.  As a result,
the Partnership's sole remaining property was not so identified.  However,
in accordance with the Partnership's plan to dispose of the property, debt
service payments were suspended as of June 1, 2001.  As of that date, the
property was again identified as held for sale or disposition and
accordingly, the property is no longer being depreciated as of that date.
The results of operations, net of venture partner's share, for the years
ended December 31, 2001, 2000 and 1999 for this property were $2,039,680,
$1,703,117 and $1,459,037, respectively.  The results of operations for the
property that was sold was ($156,699) for the year ended December 31, 1999.

     The Partnership has adopted SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information."  The Partnership defines each of
its property investments as an individual operating segment and has
determined such property investments exhibit substantially identical
economic characteristics and meet the other criteria specified by SFAS
No. 131 which permits the property investments to be aggregated into one
reportable segment.  The Partnership assesses and measures operating
results based on net operating income (rental income less property
operating expenses).  With the exception of interest income, professional
services and general and administrative expenses, substantially all other
components of net earnings (loss) of the Partnership relate to property
investments.  With the exception of cash and cash equivalents,
substantially all other assets of the Partnership relate to property
investments.

     In October 2001, the FASB issued Statement No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets" ("SFAS 144").  SFAS 144
develops one accounting model (based on the model in SFAS 121) for long-
lived assets (including discontinued operations) that are to be held or
disposed of by sale, as well as addresses certain discontinued operations
issues.  SFAS 144 is effective for financial statements issued for fiscal
years beginning after December 15, 2001.  As the Partnership does not
generally hold its properties for sale and has historically not had
significant operations that have been accounted for as "discontinued
operations", the Partnership does not anticipate that SFAS 144 will have a
significant impact on its current or future operations or financial
results.

VENTURE AGREEMENT - GENERAL

     The Partnership at December 31, 2001 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.



<PAGE>


INVESTMENT PROPERTIES

     301 N. MAIN BUILDING AND PHILLIPS BUILDING

     In July 1986, the Partnership contributed its 100% ownership interest
in the 301 N. Main Building and Phillips Building to Wachovia, a newly
formed joint venture partnership.

     In 1986, 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 (from its share of the
property's cash flow) 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 $6,824,000 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 such
default, the venture partner's share of distributions of cash flow
generated subsequent to 1996, except as provided below, was retained by the
venture.  In December 1999, the Partnership and the venture partner entered
into an agreement (the "Option Agreement"), effective January 1, 1999,
under which the Partnership was given the option to purchase the venture
partner's interest on or before January 31, 2002 (which option must have
been exercised on or before December 31, 2001).  If the Partnership had
exercised its option, the purchase price for the interest would have been
$230,000 and the Partnership would have released the venture partner from
its obligation to make contributions as discussed above.  As a result of
the negotiations, and in consideration of the venture partner granting a
full release to the Partnership and the venture, the Partnership and
venture partner also concurrently entered into a forbearance agreement,
under which the Partnership agreed to not pursue its legal remedies against
the venture partner for its default related to such obligation until
November 1, 2000, subject to further extension.  Though the Partnership may
now pursue such legal remedies, they are of little practical value at
present because the venture partner's obligations permit recourse only to
the venture partner's interest in the venture.  The Partnership continues
to reserve all of its rights in this regard, and may determine at a later
date to pursue such remedies.  Additionally, in connection with completing
the option agreement, the venture agreement was amended to:  (1) convert
the venture partner's minority general partnership interest in the venture
to a limited partnership interest; (2) provide that no further
distributions of cash flow will be made to the venture partner after
December 1999, at which time $200,000, representing the venture partner's
final distribution of cash flow from operations and reserves, was
distributed to the venture partner; and (3) provide that the venture
partner (assuming the option under the option agreement was not exercised)
would receive 30% of any net sale proceeds (as defined) if the gross sale
price of the property is $40,000,000 or greater.  Under the Option
Agreement, upon the closing of the purchase of such interest, the venture
partner would also release the Partnership and the venture from any and all
claims that the venture partner may have against the Partnership and the
venture, including, without limitation, any amounts which may have accrued
or been distributable prior to such closing date, and the Partnership and
the venture would release the venture partner from any further liabilities
under the venture agreement, including, without limitation, the
aforementioned obligation to make additional capital contributions.  Given
current market conditions, a sale of the property will not generate
proceeds to the venture partner.  The Partnership did not exercise its
option prior to the expiration thereof.



<PAGE>


     The venture agreement had been previously amended effective for fiscal
year 1998 and, as a result of the December 1999 amendment referred to
above, again for all subsequent years.  Per the amendments, profits and
losses are allocated based on the ratio of distributions (actual
distributions plus any distributions deemed to have been made) to the
partners, approximately 87% and 76% to the Partnership and 13% and 24% to
the venture partner for 2001 and 2000, respectively.  For financial
reporting and Federal income tax purposes, the venture reported the
payments of approximately $346,000 in 2001 (for the five monthly payments
made before the discontinuing of debt service payments) and $830,000
annually, prior to 2001, on the obligation referred to above as deemed to
be made (and contributed for financial reporting purposes only) to the
venture partner.

     The venture had been marketing space in the 301 North Main Building
and the Phillips Building to prospective replacement tenants but was not
successful in its efforts due to the lack of large space users in this
market.  Re-leasing the vacant space in the buildings would require major
renovation to the buildings as well as significant tenant improvements
which, in turn, would be contingent upon the Partnership obtaining
financing for these tenant replacement costs.  The Partnership therefore
determined not to commit any additional funds to the property due to the
low likelihood of achieving a return on such funds.  As a result, the
Partnership decided not to continue making debt service payments as of
June 1, 2001.  The mortgage loan is in default as of June 1, 2001 and
matured in November 2001, and in accordance with default provisions of the
mortgage loan agreement, the Partnership has recorded interest upon the
loan balance at the default rate of 18% per annum commencing June 1, 2001.
In early August 2001, the lender notified the Partnership that a receiver
was appointed to take possession of and manage the property.

     The Partnership is currently monitoring the efforts of the lender and
the receiver to transfer title to the property to either the lender or a
third party, and is taking such actions as it believes will accomplish this
result at the earliest possible time while minimizing any liability for the
Partnership.  The Partnership would then proceed to liquidate its affairs.
However, the lender is continuing to review its options.  The lender is
currently pursuing a sale of the property to an unaffiliated third party.
If such sale is not consummated, the lender is also reviewing its options
relative to a potential removal of asbestos-containing insulation at the
property and has been delaying the consummation of a foreclosure until it
completes such analysis.  Therefore, because the Partnership has only
modest ability to influence these determinations and the speed with which
they occur, there can be no assurance as to the timing of these events.

     The transfer of title to the property under the likely scenarios
discussed above would result in a gain for financial reporting and Federal
and state income tax purposes with no corresponding distributable proceeds.

Additionally, the Partnership will be required to remit to the state tax
authorities withholding for income taxes due as a result of the sale of the
properties or its surrender to the mortgage lender.  This withholding
amount is currently estimated to be approximately $650,000.

     The property was 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 was being deferred by the
venture until the sale of the property or upon termination of the property
management agreement.  Such deferred management fees of approximately
$1,679,000 were paid to the General Partner in December 2001.

     In November 2001, the joint venture contributed the property to a
single-member limited liability company in an attempt to protect the
Partnership against any liabilities that may arise during the course of the
receivership.



<PAGE>


     BRISTOL MALL

     On February 17, 1999, the Partnership sold the Bristol Mall to an
unaffiliated third party.  The purchase price of the Property was
$24,577,000.  Upon closing, the Partnership received cash of approximately
$17,400,000 (net of closing costs but before prorations).  The cash
received by the Partnership was also net of the repayment of the mortgage
loan secured by the Property of approximately $4,100,000 and repayment of
the construction loan of approximately $2,800,000.  The Partnership
recognized a gain of approximately $6,000,000 and $7,600,000 for financial
reporting and Federal income tax purposes in 1999, respectively.  In
addition, in connection with the sale of the Property and as is customary
in such transactions, the Partnership agreed to certain representations,
warranties and covenants with stipulated survival periods which expired on
November 17, 1999 with no liability to the Partnership.  The property was
classified as held for sale as of September 30, 1997 and therefore was not
subject to continued depreciation from such date for financial reporting
purposes.

LONG-TERM DEBT

     Long-term debt consists of the following at December 31, 2001 and
2000:
                                           2001            2000
                                       -----------     -----------
9-1/4% mortgage note secured by two
 office buildings in Winston-Salem,
 North Carolina; 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 was due; such note is in
 default after discontinuation of
 mortgage payments as of June 1,
 2001 with interest accrued at the
 default rate (18%) as of that date;
 receiver was appointed in early
 August 2001 to take possession
 of and manage property . . . . . . .  $18,229,266      18,408,189
                                       -----------     -----------

     Total debt . . . . . . . . . . .   18,229,266      18,408,189
     Less current portion of
      long-term debt. . . . . . . . .  (18,229,266)    (18,408,189)
                                       -----------     -----------
     Total long-term debt . . . . . .  $     --              --
                                       ===========     ===========

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.



<PAGE>


     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 Limited
Partners have received cash distributions that satisfy the required
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 entered into agreements for the operation and
management of the investment properties.  Such agreements are summarized as
follows:

     Bristol Mall shopping center was managed by an affiliate of the
General Partners until its sale in February 1999.  The 301 N. Main Building
and Phillips Building were managed by an unaffiliated third party property
manager until the appointment of a receiver in August 2001, as described
more fully in the Notes.

LEASES - AS PROPERTY LESSOR

     At December 31, 2001, the Partnership and its consolidated venture's
principal asset is one office building complex.  The Partnership has
determined that all leases relating to this property are properly
classified as operating leases; therefore, rental income is reported when
earned and the cost of the property, excluding cost of land, is depreciated
over the estimated useful life.  Generally, leases with tenants have ranged
in term from one to thirty years and provide for fixed minimum rent and
partial reimbursement of operating costs.



<PAGE>


     Costs and accumulated depreciation of the leased assets are summarized
as follows at December 31, 2001:

       Office Building:
           Cost . . . . . . . . . . . . . . . . .   $13,360,876
           Accumulated depreciation . . . . . . .    (7,488,914)
                                                    -----------

                                                    $ 5,871,962
                                                    ===========

     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:

             2002 . . . . . . . . . . . . . . .     $438,384
             2003 . . . . . . . . . . . . . . .      131,252
             2004 . . . . . . . . . . . . . . .       53,555
             2005 . . . . . . . . . . . . . . .       24,104
             2006 . . . . . . . . . . . . . . .       24,104
             Thereafter . . . . . . . . . . . .       68,295
                                                    --------
                Total . . . . . . . . . . . . .     $739,694
                                                    ========

     Contingent rent (based on sales of property tenants) included in
consolidated rental income was as follows for the years ended December 31,
2001, 2000 and 1999:

             1999 . . . . . . . . . . . . . . .    $144,512
             2000 . . . . . . . . . . . . . . .      10,559
             2001 . . . . . . . . . . . . . . .       2,830
                                                   ========

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,
2001 and for the years ended December 31, 2001, 2000 and 1999 are as
follows:
                                                            UNPAID AT
                                                           DECEMBER 31,
                                 2001     2000     1999       2001
                               -------- --------  -------  ------------
Property management and
 leasing fees . . . . . . . .  $ 48,760   73,873  112,178      --
Management fees to Corporate
 General Partner. . . . . . .    64,175   21,392     --        --
Insurance commissions . . . .    10,065   14,281    8,801      --
Reimbursement (at cost) for
 out-of-pocket expenses . . .     --         244       38      --
Reimbursement (at cost) for
 out-of-pocket salary and
 salary related expenses
 related to on-site and
 other costs for the
 Partnership and its
 investment properties. . . .     --       --      20,786      --
                               --------  -------  -------   ---------
                               $123,000  109,790  141,803      --
                               ========  =======  =======   =========



<PAGE>


     Any amounts deferred or payable to the General Partners and their
affiliates do not bear interest.  The General Partners and their affiliates
had been deferring receipt of management and leasing fees pursuant to the
venture agreement for the 301 North Main Building and Phillips Building.
Prior to 1995, an affiliate of the Managing 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 301 North Main Building and Phillips Building to
an unaffiliated third party.  In connection with such sale, an affiliate of
the General Partners guaranteed payment to the unaffiliated third party of
the portion of the fees deferred due to a provision in the venture
agreement for the 301 N. Main and Phillips Building.  Any such guaranteed
amounts were paid to such unaffiliated third party when earned and the
General Partners and its affiliates were entitled to receive such deferred
fees.  The General Partners and their affiliates had deferred receipt of
approximately $1,679,000 (approximately $43 per interest) of such
management and leasing fees.  Such amounts were deferred until the sale or
disposition of the property or upon termination of the property management
agreement.  In August 2001, a receiver was appointed to take possession of
and manage the property.  Therefore, the Partnership stopped accruing the
deferred fees as of that date.  In addition, as this event resulted in the
termination of the aforementioned management agreement, such deferred fees
became payable to the General Partner, and the deferred management fees of
approximately $1,679,000 were paid to the General Partners in December 2001
from Partnership cash.




<PAGE>


SUPPLEMENTARY QUARTERLY DATA (UNAUDITED)

                                            2001
                       ----------------------------------------------
                            3/31       6/30       9/30        12/31
                         ---------- ---------- ----------  ----------

Total income. . . . . .  $1,296,390  1,252,715  1,258,919   1,217,857
                         ========== ========== ==========  ==========

Net earnings (loss) . .  $ (101,254)  (104,290)  (272,446)   (270,582)
                         ========== ========== ==========  ==========
Net earnings (loss)
 per limited partner
 interest:
    Net earnings
      (loss). . . . . .  $    (2.55)     (2.63)     (6.86)      (6.82)
                         ========== ========== ==========  ==========



                                            2000
                       ----------------------------------------------
                            3/31       6/30       9/30        12/31
                         ---------- ---------- ----------  ----------

Total income. . . . . .  $1,317,812  1,395,117  1,356,822   1,314,521
                         ========== ========== ==========  ==========

Net earnings (loss) . .  $   14,116     47,600      6,869      45,720
                         ========== ========== ==========  ==========
Net earnings (loss)
 per limited partner
 interest:
    Net earnings
       (loss) . . . . .  $      .36       1.19        .17        1.16
                         ========== ========== ==========  ==========




<PAGE>


<table>

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

                            CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION

                                              DECEMBER 31, 2001


<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
             ----------- ----------- ------------  ---------------------------  ----------------------

         <c>         <c>         <c>           <c>          <c>             <c>       <c>

OFFICE
BUILDING:

Winston-
 Salem,
 North
 Carolina
 (E). . . . .$18,229,266   1,949,914   21,281,279          --      (9,870,317)   1,949,914  11,410,962
             ===========  ==========   ==========       ========   ==========    =========  ==========

</table>


<PAGE>


<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      2001
                                  ACCUMULATED          DATE OF      DATE        OPERATIONS    REAL ESTATE
                     TOTAL       DEPRECIATION(D)    CONSTRUCTION  ACQUIRED     IS COMPUTED       TAXES
                 -------------  ----------------    ------------ ----------  ---------------   ----------

                            <c>                 <c>          <c>         <c>              <c>

OFFICE
BUILDING:

Winston-
 Salem,
 North
 Carolina (E) . .  $13,360,876         7,488,914       1966/72      1/31/77       5-40 years      217,600
                   ===========        ==========                                                  =======
<fn>
_______________

Notes:

     (A)  The initial cost to the Partnership represents the original purchase price of the property.

     (B)  The aggregate cost of the above real estate at December 31, 2001 for Federal income tax
          purposes was approximately $28,811,000.

</table>


<PAGE>


<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>
                                                             2001            2000             1999
                                                         ------------    ------------     ------------
     
                                                <c>             <c>              <c>

     Balance at beginning of period . . . . . . . . .    $ 13,360,876      13,349,416       44,710,969
     Additions during period. . . . . . . . . . . . .           --             11,460          205,760
     Reductions during period . . . . . . . . . . . .           --              --         (31,567,313)
                                                         ------------    ------------     ------------
     Balance at end of period . . . . . . . . . . . .    $ 13,360,876      13,360,876       13,349,416
                                                         ============    ============     ============

     (D)  Reconciliation of accumulated depreciation:

     Balance at beginning of period . . . . . . . . .    $  7,379,216       7,115,991       18,766,939
     Depreciation expense . . . . . . . . . . . . . .         109,698         263,225        1,110,578
     Reductions during period . . . . . . . . . . . .           --              --         (12,761,526)
                                                         ------------    ------------     ------------
     Balance at end of period . . . . . . . . . . . .    $  7,488,914       7,379,216        7,115,991
                                                         ============    ============     ============

</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>


<PAGE>


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

     There were no changes or disagreements with accountants during fiscal
years 2001 and 2000.



                               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 their
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 property by
affiliates of the General Partners, including 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 or its
investment property under certain circumstances, including for tenants
and/or for the sale of property.  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 a property, the establishment
and maintenance of reasonable reserves and the determination of the sources
(i.e., offering proceeds, cash generated from operations or sale proceeds)
and uses or distribution of such 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 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          Director                         3/14/73
A. Lee Sacks              Director                         5/09/88


<PAGE>


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

John G. Schreiber         Director                         3/14/73
H. Rigel Barber           Executive Vice President         1/02/87
                          Chief Executive Officer          8/01/93
Gary Nickele              Executive Vice President         1/01/92
                          General Counsel                  2/27/84
Gailen J. Hull            Senior Vice President            6/01/88


     Effective May 31, 1996, the Board of Directors of JMB established a
special committee, consisting of Messrs. Malkin, Glazov, Nathan, Sacks and
Schreiber, to deal with all matters relating to tender offers for
Interests.

     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 5, 2002.  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 5,
2002.  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-XIII ("Carlyle-XIII") and Carlyle Real Estate Limited
Partnership-XIV ("Carlyle-XIV").  JMB is also the sole general partner of
the associate general partner Carlyle-XIII and Carlyle-XIV.  Some of the
foregoing directors and officers are also officers and/or directors of
various affiliated companies of JMB.  Most of such directors and officers
are also partners, directly or indirectly, of the partnership that is
associate general partner in Carlyle-XIII and Carlyle-XIV.

     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 includes the following:

     Judd D. Malkin (age 64) has been associated with JMB since October,
1969.  He is also a director of Chisox Corporation, which is the general
partner of a limited partnership that owns the Chicago White Sox, a Major
League Baseball team, and a director of CBLS, Inc., which is the general
partner of the general partner of a limited partnership that owns the
Chicago Bulls, a National Basketball Association team.  Mr. Malkin was also
Co-Chairman of the Board of Directors of Urban Shopping Centers, Inc. from
its inception in 1993 until November 2000.

     Neil G. Bluhm (age 64) has been associated with JMB since August,
1970.  Mr. Bluhm is also a principal of Walton Street Capital, L.L.C.,
which sponsors real estate investment funds.  He was also Co-Chairman of
the Board of Directors of Urban Shopping Centers, Inc. from its inception
in 1993 until November 2000.  He is a member of the Bar of the State of
Illinois.

     Burton E. Glazov (age 63) has been associated with JMB since June,
1971 and served as an Executive Vice President of JMB until December of
1990.  Mr. Glazov is currently retired.  He is a member of the Bar of the
State of Illinois.


<PAGE>


     Stuart C. Nathan (age 60) has been associated with JMB since July,
1972.  Until August 2001, Mr. Nathan was an Executive Vice President of JMB
and, until December 2000, an officer and/or director of certain JMB
affiliates.  He is a member of the Bar of the State of Illinois.

     A. Lee Sacks (age 68) has been associated with JMB since December,
1972.  He is also President and a director of JMB Insurance Agency, Inc.

     John G. Schreiber (age 55) has been associated with JMB since
December, 1970.  Mr. Schreiber is President of Centaur Capital Partners,
Inc., a family investment firm.  He is also a senior advisor and partner of
Blackstone Real Estate Advisors, L.P., which manages large private equity
funds.  Mr. Schreiber is a trustee of AMLI Residential Properties Trust and
a director of Host Marriott Corporation and of The Rouse Company, as well
as a director of a number of mutual funds advised by T. Rowe Price
Associates, Inc.  From February 1995 until November 2000 Mr. Schreiber was
a director of Urban Shopping Centers, Inc.  Prior to his retirement as an
officer of JMB in 1990, Mr. Schreiber was Chairman of JMB/Urban Development
Co. from its inception in 1988 until 1990 and an Executive Vice President
of JMB from 1979 to 1990.  He received an M.B.A. from Harvard University
Graduate School of Business in 1970.

     H. Rigel Barber (age 53) 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.

     Gary Nickele (age 49) 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 53) 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.





<PAGE>


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 2001,
2000 and 1999 cash distributions of $64,175, $21,916 and $2,739,656 were
paid, respectively, to the General Partners.  In connection with the
distribution of cash flow from operations in 2001, the General Partners
received an incentive management fee of $64,175, as per the Partnership
agreement.

     JMB Properties Company, an affiliate of the Managing General Partner,
provided property management services to the Partnership for the 301 N.
Main 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), then an affiliate of the Managing
General Partner, provided property management services to the Partnership
for the Bristol Mall in Bristol, Virginia, prior to its sale, at fees
calculated at 5% of gross income from the property.  In 2001, such
affiliates earned property management and leasing fees amounting to
$48,760.  Upon appointment of a receiver to take possession of and manage
the 301 N. Main Building and Phillips Building properties in August of
2001, the management agreement was terminated and $1,678,573, the entire
amount of deferred management fees through such date, was paid by the
Partnership in December of 2001.  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 2001
aggregating $10,065 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 2001, the
Managing General Partner earned no reimbursements for such out-of-pocket
expenses.

     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.




<PAGE>


<table>
<caption>
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     (a)  The following own, or may be deemed 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
--------------               ----------                     -----------------         --------

                          <c>                            <c>                       <c>

(i)

Limited Partnership          Liquidity Fund X (1)           74 Interests              Less than
Interests                                                   directly (2)              1%

Limited Partnership          Liquidity Fund XI (1)          70 Interests              Less than
Interests                                                   directly (2)              1%

Limited Partnership          Liquidity Fund XIII (1)        40 Interests              Less than
Interests                                                   directly (2)              1%

Limited Partnership          Liquidity Fund XIV (1)         162 Interests             Less than
Interests                                                   directly (2)              1%

Limited Partnership          Liquidity Fund XV (1)          10 Interests              Less than
Interests                                                   directly (2)              1%

Limited Partnership          Liquidity Fund XVI (1)         95 Interests              Less than
Interests                                                   directly (2)              1%

Limited Partnership          Liquidity Fund High Yield      150 Interests             Less than
Interests                    Institutional Investors (1)    directly (2)              1%

Limited Partnership          Liquidity Fund 52              187 Interests             Less than
Interests                                                   directly (2)              1%

Limited Partnership          Liquidity Fund 53 (1)          952.34 Interests          2.5%
Interests                                                   directly (2)

Limited Partnership          Liquidity Fund Income -        58 Interests              Less than
Interests                    Growth '86 (1)                 directly (2)              1%

Limited Partnership          Liquidity Fund Income -        298 Interests             Less than
Interests                    Growth '87 (1)                 directly (2)              1%



<PAGE>


                             NAME OF                        AMOUNT AND NATURE
                             BENEFICIAL                     OF BENEFICIAL             PERCENT
TITLE OF CLASS               OWNER                          OWNERSHIP                 OF CLASS
--------------               ----------                     -----------------         --------

Limited Partnership          Liquidity Fund Income -        32 Interests              Less than
Interests                    Growth '88 (1)                 directly (2)              1%

Limited Partnership          Liquidity Fund Income-         276 Interests             Less than
Interests                    Growth '89 (1)                 directly (2)              1%

Limited Partnership          Liquidity Fund 55 (1)          197.5 Interests           Less than
Interests                                                   directly (2)              1%

Limited Partnership          Liquidity Financial            2,601.84 Interests        6.8%
Interests                    Group, L.P. (1)                indirectly (3)

Limited Partnership          Liquidity Financial            2,601.84 Interests        6.8%
Interests                    Corporation (1)                indirectly (3)

<fn>

     (1)  The address of each beneficial owner listed in this subsection (a)(i) is P.O. Box 882044, San Francisco,
California 94188-2044.

     (2)  Voting and dispositive power is exercised on behalf of each entity referenced by this note (2) by its
general partner, Liquidity Financial Group, L.P.  The general partner of Liquidity Financial Group, L.P. is
Liquidity Financial Corporation.  Because of their affiliations, all beneficial owners identified in this
subsection (a)(i) may be deemed to be members of a group with shared voting and dispositive power with respect to
the aggregate 2,601.84 Interests (6.8%) beneficially owned by them.  See note (3) of this subsection (a)(i).  The
exercise of voting power with respect to any Interests is subject to the terms and conditions of the Partnership
Agreement of the Partnership.

     (3)  Includes the aggregate 2,601.84 Interests owned directly by the entities referenced by note (2) in this
subsection (a)(i).  Liquidity Financial Group, L.P, is the general partner of each such entity and exercises
voting and dispositive power on behalf of each such entity.  Liquidity Financial Corporation is the general
partner of Liquidity Financial Group, L.P.  As such, Liquidity Financial Group, L.P. and Liquidity Financial
Corporation may be deemed to have shared voting and dispositive power with respect to the aggregate 2,601.84
Interests owned by such entities.  Reference is made to note (2) in this subsection (a)(i).





</table>


<PAGE>


<table>
<caption>
                             NAME OF                        AMOUNT AND NATURE
                             BENEFICIAL                     OF BENEFICIAL             PERCENT
TITLE OF CLASS               OWNER                          OWNERSHIP                 OF CLASS
--------------               ----------                     -----------------         --------

                          <c>                            <c>                       <c>

(ii)

Limited Partnership          Equity Resource Bay            459.75 Interests          1.2%
Interests                    Fund Limited Partner-          directly
                             ship (1) (5)

Limited Partnership          Equity Resource                316.5 Interests           Less than
Interests                    Fund XV Limited                directly                  1%
                             Partnership (1) (5)

Limited Partnership          Equity Resource                30 Interests              Less than
Interests                    Fund XVI Limited               directly                  1%
                             Partnership (1) (5)

Limited Partnership          Equity Resource                2,025.33 Interests        5.3%
Interests                    Fund XVII Limited              directly
                             Partnership (1) (5)

Limited Partnership          Equity Resource                77.33 Interests           Less than
Interests                    Fund XXI Limited               directly                  1%
                             Partnership (1) (5)

Limited Partnership          Equity Resources Group,        2,831.58 Interests        7.4%
 Interests                   Incorporated (1) (5)           indirectly (2) (3)

Limited Partnership          Eggert Dagbjartsson            2,025.33 Interests
 Interests                   (1) (5)                        indirectly (3)            5.3%

Limited Partnership          Mark S. Thompson (1) (5)       346.5 Interests           Less than
 Interests                                                  indirectly (4)            1%

<fn>

     (1)   The address of each beneficial owner listed in this subsection (a)(ii) is 14 Story Street, Cambridge,
Massachusetts 02138.

     (2)   Includes (x) 459.75 Interests owned by Equity Resource Bay Fund Limited Partnership for which Equity
Resources Group, Incorporated ("ERG") acts as general partner and has reported that it has sole voting and
dispositive power with respect to such Interests and (y) an aggregate 346.5 Interests owned by Equity Resource
Fund XV Limited Partnership and Equity Resource Fund XVI Limited Partnership for which entities ERG and Mark S.
Thompson act as the general partners and have reported that they have shared voting and dispositive power with
respect to such Interests.


<PAGE>


     (3)   Includes 2,025.33 Interests owned by Equity Resource Fund XVII Limited Partnership for which Eggert
Dagbjartsson and ERG act as the general partners and have reported that they have shared voting and dispositive
power with respect to such Interests.

     (4)   Includes the aggregate 346.5 Interests owned by Equity Resource Fund XV Limited Partnership and Equity
Resource Fund XVI Limited Partnership for which entities Mark S. Thompson and ERG act as general partners and have
reported that they have shared voting and dispositive power with respect to such Interests.

     (5)   Because of their affiliation, all beneficial owners identified in this subsection (a)(ii) may be deemed
to be members of a group with shared voting and dispositive power with respect to the aggregate 2,908.91 Interests
(7.6%) beneficially owned by them.  The exercise of voting power with respect to any Interests is subject to the
terms and conditions of the Partnership Agreement of the Partnership.




</table>

<table>
<caption>
                             NAME OF                        AMOUNT AND NATURE
                             BENEFICIAL                     OF BENEFICIAL             PERCENT
TITLE OF CLASS               OWNER                          OWNERSHIP                 OF CLASS
--------------               ----------                     -----------------         --------

                          <c>                            <c>                       <c>

(iii)
Limited Partnership          Paradise Wire & Cable          2,109.75 Interests        5.48%
Interests                    Defined Benefit Pension          directly
                             Plan & Trust
                             c/o Ira Gaines
                             3116 E. Shea, PMB 191
                             Phoenix, AZ  85028

















</table>


<PAGE>


<table>

     (b)  The Managing General Partner, its executive officers and directors and the Individual General Partners
beneficially own the following Interests of the Partnership:

<caption>
                             NAME OF                        AMOUNT AND NATURE
                             BENEFICIAL                     OF BENEFICIAL             PERCENT
TITLE OF CLASS               OWNER                          OWNERSHIP                 OF CLASS
--------------               ----------                     -----------------         --------

                          <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 executive officers and         directly
                             directors and the Individual
                             General Partners as a group

<fn>

     (1)  Includes 5 Interests owned by JMB Realty Corporation for which it has sole voting and investment power.

     No executive 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>


<PAGE>


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 hereby incorporated herein by reference to the
Partnership's Report for December 31, 1996 on Form 10-K (File No. 0-8716)
dated March 21, 1997.



<PAGE>


                  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.

                  10-C. Letter Agreement between Bristol Mall, L.L.C. and
Bristol Mall Associates dated February 16, 1999 is hereby incorporated by
reference to the Partnership's Report on Form 8-K (File No. 0-8716) dated
March 2, 1999.

                  10-D. Letter Agreement between Bristol Mall, L.L.C. and
Bristol Mall Associates dated January 7, 1999 is hereby incorporated by
reference to the Partnership's Report on Form 8-K (File No. 0-8716) dated
March 2, 1999.

                  10-E. Purchase Agreement between Bristol Mall
Associates and Bristol Mall, L.L.C., dated February 17, 1999 is hereby
incorporated by reference to the Partnership's Report on Form 8-K (File No.
0-8716) dated March 2, 1999.

                  21.   List of Subsidiaries.

                  24.   Powers of Attorney.

        ----------

        *    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 2001 has been sent to the
Partners of the Partnership.  An annual report will be sent to the Partners
subsequent to this filing.





<PAGE>


                              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 25, 2002

     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 25, 2002

                        NEIL G. BLUHM*
                By:     Neil G. Bluhm, President and Director
                Date:   March 25, 2002

                        H. RIGEL BARBER*
                By:     H. Rigel Barber, Chief Executive Officer
                Date:   March 25, 2002


                        GAILEN J. HULL
                By:     Gailen J. Hull, Senior Vice President and
                        Principal Accounting Officer
                Date:   March 25, 2002

                        A. LEE SACKS*
                By:     A. Lee Sacks, Director
                Date:   March 25, 2002

                        STUART C. NATHAN*
                By:     Stuart C. Nathan, Director
                Date:   March 25, 2002

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


                        GAILEN J. HULL
                By:     Gailen J. Hull
                        Attorney-in-Fact
                Date:   March 25, 2002


<PAGE>


                    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                             Yes

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

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

10-C.     Letter agreement related to the
          Bristol Mall dated February 16, 1999          Yes

10-D.     Letter agreement related to the
          Bristol Mall dated January 7, 1999            Yes

10-E.     Purchase agreement related to the
          Bristol Mall dated February 17, 1999          Yes

21.       List of Subsidiaries                          No

24.       Powers of Attorney                            No