FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


             [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1999

                                       OR

            [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


                         Commission file number: 0-16467


                              RANCON REALTY FUND V,
                        A CALIFORNIA LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)


                  California                                 33-0098488
       (State or other jurisdiction of                    (I.R.S. Employer
       incorporation or organization)                   Identification  No.)

    400 South El Camino Real, Suite 1100
            San Mateo, California                            94402-1708
            (Address of principal                            (Zip Code)
             executive offices)


                                 (650) 343-9300
              (Registrant's telephone number, including area code)

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

          Total number of units outstanding as of June 30, 1999: 96,442



                                  Page 1 of 19
<PAGE>


PART I.             FINANCIAL INFORMATION

Item 1.             Financial Statements
<TABLE>
<CAPTION>

                                       RANCON REALTY FUND V,
                                  A CALIFORNIA LIMITED PARTNERSHIP

                                    Consolidated Balance Sheets
                                (in thousands, except unit amounts)


                                                                   June 30,          December 31,
                                                                     1999                1998
                                                                 (Unaudited)           (Audited)
                                                                -------------       -------------
<S>                                                             <C>                 <C>
Assets
Investments in real estate:
   Rental property, net of accumulated depreciation
     of $17,410 and $16,666 at June 30, 1999 and
     December 31, 1998, respectively                            $      28,675       $      28,572
   Rental property held for sale, net                                      --               3,970
   Land held for development                                            2,704               2,702
   Land held for sale                                                      --                 597
                                                                -------------       -------------
      Total real estate investments                                    31,379              35,841
                                                                -------------       -------------

   Cash and cash equivalents                                           10,500               3,073
   Pledged cash                                                            --                 353
   Accounts receivable                                                  1,239               1,239
   Notes receivable                                                     6,190                  --
   Deferred financing costs and other fees, net of
     accumulated amortization of $2,168 and $2,259
     at June 30, 1999 and December 31, 1998, respectively                 959                 998
   Prepaid expenses and other assets                                      615               6,121
                                                                -------------       -------------

       Total assets                                             $      50,882       $      47,625
                                                                =============       =============

Liabilities and Partners' Equity (Deficit)
Liabilities:
   Notes payable                                                $      13,413       $      13,508
   Accounts payable and other liabilities                                 282                 230
   Deferred income                                                      3,717                  --
                                                                -------------       -------------
     Total liabilities                                                 17,412              13,738
                                                                -------------       -------------

Commitments and contingent liabilities (see Note 4)                        --                  --

Partners' Equity (Deficit):
   General partners                                                      (975)               (971)
   Limited partners, 96,442 and 96,444 limited
     partnership units outstanding at June 30, 1999
     and December 31, 1998, respectively                               34,445              34,858
                                                                -------------       -------------
     Total partners' equity                                            33,470              33,887
                                                                -------------       -------------

       Total liabilities and partners' equity                   $      50,882       $      47,625
                                                                =============       =============
</TABLE>

                          See accompanying notes to financial statements.


                                            Page 2 of 19
<PAGE>


<TABLE>
<CAPTION>

                                           RANCON REALTY FUND V,
                                      A CALIFORNIA LIMITED PARTNERSHIP

                                   Consolidated Statements of Operations
                       (in thousands, except per unit amounts and units outstanding)
                                                (Unaudited)


                                                Three months ended                  Six months ended
                                                      June 30,                          June 30,
                                             --------------------------       ---------------------------
                                                1999             1998             1999             1998
                                             ----------      ----------       -----------      ----------
<S>                                          <C>             <C>              <C>              <C>
Revenues:
  Rental income                              $    1,486      $    1,578       $     3,064      $    3,235
  Interest and other income                         282              82               487             179
                                             ----------      ----------       -----------      ----------
     Total revenues                               1,768           1,660             3,551           3,414
                                             ----------      ----------       -----------      ----------

Expenses:
  Operating                                         757             784             1,553           1,533
  Interest expense                                  317             321               635             643
  Depreciation and amortization                     444             424               868             908
  Loss on sale of real estate                        --              --                 6              --
  Expenses  associated  with
     undeveloped land                                31             159               148             315
  General and administrative                        304             348               603             645
  Proposed dissolution costs                        115              --               154              22
                                             ----------      ----------       -----------      ----------
     Total expenses                               1,968           2,036             3,967           4,066
                                             ----------      ----------       -----------      ----------

Net loss                                     $     (200)     $     (376)      $      (416)     $     (652)
                                             ==========      ==========       ===========      ==========

Net loss per limited partnership unit        $    (2.05)     $    (3.85)      $     (4.27)     $    (6.67)
                                             ==========      ==========       ===========      ==========

Weighted average number of limited
  partnership units outstanding during
  each period used to compute net loss
  per limited partnership unit                   96,442          96,559            96,442          96,635
                                             ==========      ==========       ===========      ==========
</TABLE>
















                              See accompanying notes to financial statements.


                                                Page 3 of 19
<PAGE>



                              RANCON REALTY FUND V,
                        A CALIFORNIA LIMITED PARTNERSHIP

              Consolidated Statement of Partners' Equity (Deficit)
                     For the six months ended June 30, 1999
                                 (in thousands)
                                   (Unaudited)


                                            General     Limited
                                           Partners     Partners        Total
                                           --------    ----------    ----------

Balance at December 31, 1998               $   (971)   $   34,858    $   33,887

Retirement of limited partnership units          --            (1)           (1)

Net loss                                         (4)         (412)         (416)
                                           --------    ---------     ----------

Balance at June 30, 1999                   $   (975)   $   34,445    $   33,470
                                           ========    ==========    ==========



































                 See accompanying notes to financial statements.


                                  Page 4 of 19
<PAGE>


<TABLE>
<CAPTION>

                                        RANCON REALTY FUND V,
                                  A CALIFORNIA LIMITED PARTNERSHIP

                                Consolidated Statements of Cash Flows
                                           (in thousands)
                                             (Unaudited)


                                                                              Six months ended
                                                                                  June 30,
                                                                    ------------------------------
                                                                         1999             1998
                                                                    -------------     ------------
<S>                                                                 <C>               <C>
Cash flows from operating activities:
    Net loss                                                        $        (416)    $       (652)
    Adjustments to reconcile net loss
      to net cash provided by operating activities:
       Net loss on sale of real estate                                          6               --
       Depreciation and amortization                                          868              908
       Amortization of loan fees, included in
          interest expense                                                     27               27
       Changes in certain assets and liabilities:
         Accounts receivable                                                   --               39
         Notes receivable                                                      --               22
         Deferred financing costs and other fees                             (112)             (60)
         Prepaid expenses and other assets                                  5,506              (97)
         Accounts payable and other liabilities                                52             (309)
                                                                    -------------     ------------

         Net cash provided by (used for) operating activities               5,931             (122)
                                                                    -------------     ------------

Cash flows from investing activities:
    Net proceeds from sales of land                                         2,088               --
    Additions to real estate investments                                     (849)              --
    Funds released from pledged cash                                          353              (89)
                                                                    -------------     ------------

         Net cash provided by (used for) investing activities               1,592              (89)
                                                                    -------------     ------------

Cash flows from financing activities:
    Notes payable principal payments                                          (95)             (86)
    Retirement of limited partnership units                                    (1)             (86)
                                                                    --------------    ------------

         Net cash used for financing activities                               (96)            (172)
                                                                    --------------    ------------

Net increase (decrease) in cash and cash equivalents                        7,427             (383)

Cash and cash equivalents at beginning of period                            3,073            4,361
                                                                    -------------     ------------

Cash and cash equivalents at end of period                          $      10,500     $      3,978
                                                                    =============     ============

Supplemental disclosure of cash flow information:
     Cash paid for interest                                         $         609     $        617
                                                                    =============     ============
</TABLE>




                           See accompanying notes to financial statements.


                                            Page 5 of 19
<PAGE>



                              RANCON REALTY FUND V,
                        A CALIFORNIA LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements

                                  June 30, 1999
                                   (Unaudited)


Note 1.      THE PARTNERSHIP AND ITS SIGNIFICANT ACCOUNTING POLICIES

In the opinion of Rancon Financial Corporation ("RFC") and Daniel Lee Stephenson
(the  "Sponsors"  or  "General  Partner")  and  Glenborough   Corporation,   the
Partnership's  asset and  property  manager  ("Glenborough"),  the  accompanying
unaudited consolidated financial statements contain all adjustments  (consisting
of only normal accruals)  necessary to present fairly the financial  position of
Rancon Realty Fund V, A California Limited Partnership (the "Partnership") as of
June 30, 1999 and December 31, 1998, and the related consolidated  statements of
operations and cash flows for the six months ended June 30, 1999 and 1998.

Asset Sale and Dissolution  Proposal - The General Partner is currently  seeking
the  Limited  Partners'  consent to sell all of the  Partnership's  real  estate
assets ("Asset Sale") and liquidate the Partnership  ("Dissolution").  A Consent
Solicitation  Statement  was  sent to the  Limited  Partners  on  July 6,  1999,
detailing the Asset Sale and Dissolution Proposal  (incorporated by reference to
the Schedule 14A -  Preliminary  Proxy  Statement  filed with the United  States
Securities  and  Exchange  Commission  ("Commission")  in the second  quarter of
1999).  Assuming  the Asset Sale and  Dissolution  Proposal  is  approved by the
Limited  Partners,  the  General  Partner  currently  intends to sell all of the
Partnership's  properties within approximately six months after consent has been
obtained, distribute the proceeds and liquidate the Partnership after all of the
properties are sold and the cash proceeds thereof received.  The General Partner
does not  expect  the  Dissolution  to occur  until at  least  early  2000  (and
potentially  not  until  2001) as some of the  properties  may be sold  with the
purchase price payable on an installment basis.

The Partnership  has not, as of the date of the filing of this Quarterly  Report
on Form 10-Q with the Commission, entered into any agreement for the sale of its
properties, although the Partnership has, in 1997, granted to Glenborough Realty
Trust Incorporated,  a Maryland corporation ("GLB"), a right to match offers for
the purchase of the  Partnership's  properties ("GLB Matching  Right").  The GLB
Matching Right applies to the Partnership's properties.  GLB is not an affiliate
of the Partnership.

If the Limited Partners consent to the Asset Sale and Dissolution Proposal,  the
General Partner currently intends to offer the Partnership's properties for sale
by soliciting bids from various potential  purchasers.

If the Asset  Sale and  Dissolution  Proposal  is not  approved  by the  Limited
Partners, the  General  Partner  currently  intends to continue to manage the
Partnership  and its  properties  and will  continue to  entertain  and consider
indications  of interest  from third  parties to acquire all or a portion of the
properties.  The Partnership will continue to operate the properties and attempt
to sell such  properties in single or multiple  sales and develop  properties it
believes are developable and would improve its return on investment.


                                  Page 6 of 19
<PAGE>


                             RANCON REALTY FUND V,
                        A CALIFORNIA LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements

                                  June 30, 1999
                                   (Unaudited)


Allocation  of Net Income and Net Loss - Allocation of net income and net losses
are made  pursuant to the terms of the  Partnership  Agreement.  Generally,  net
losses from operations are allocated 90% to the limited  partners and 10% to the
general partners. Net losses other than net losses from operations are allocated
99% to the limited partners and 1% to the general partners. Such net losses will
be allocated  among  limited  partners as necessary  to equalize  their  capital
accounts  in  proportion  to their  limited  partnership  units  ("Units"),  and
thereafter  will be  allocated  in  proportion  to their  Units.  If a partner's
capital  account is reduced to zero,  additional  net losses  will be  allocated
entirely to those  partners with positive  capital  balances until such balances
are reduced to zero.  In no event shall the general  partners be allocated  less
than 1% of the net losses for any period.

Net income from  operations is allocated 90% to the limited  partners and 10% to
the general partners.  Net income other than net income from operations shall be
allocated as follows:  (i) first,  to the partners who have a deficit balance in
their capital account,  provided that, in no event shall the general partners be
allocated  more than 5% of the net income other than net income from  operations
until the earlier of sale or disposition of  substantially  all of the assets or
the distribution of cash (other than cash from operations)  equal to the limited
partner's  original  invested  capital;  (ii) second, to the limited partners in
proportion  to and to the  extent of the  amounts  required  to  increase  their
capital accounts to an amount equal to the sum of the adjusted  invested capital
of their units plus an additional cumulative  non-compounded 6% return per annum
(plus  additional  amounts  depending on the date Units were  purchased);  (iii)
third,  to the partners in the minimum  amount  required to first equalize their
capital  accounts in proportion to the number of units owned, and then, to bring
the sum of the balances of the capital  accounts of the limited partners and the
general partners into the ratio of 4 to 1; and (iv) the balance,  if any, 80% to
the  limited  partners  and 20% to the general  partners.  In no event shall the
general  partners  be  allocated  less than 1% of the net income  other than net
income from operations for any period.

Management  Agreement - Effective January 1, 1995,  Glenborough  entered into an
agreement with the Partnership and other related Partnerships (collectively, the
"Rancon  Partnerships") to perform or contract on the Partnership's  behalf, for
financial,  accounting,  data processing,  marketing, legal, investor relations,
asset and development management and consulting services for the Partnership for
a period of ten years or until the  liquidation  of the  Partnership,  whichever
comes first.  Effective  January 1, 1998, the agreement was amended to eliminate
Glenborough's  responsibility  for  providing  investor  relations  services and
Preferred Partnership Services, Inc., a California Corporation unaffiliated with
the  Partnership,  contracted  to assume these  services.  In August  1998,  the
management agreement was further amended to provide Glenborough with a guarantee
of a specified amount of asset  management and property  management fees through
December 31, 1999, regardless of whether the Partnership sells any or all of its
properties  prior to such  date.  In  exchange,  Glenborough  waived any and all
claims  related to  liquidated  damages under the agreement to which it may have
otherwise been entitled.  According to the contract,  the  Partnership  will pay
Glenborough for its services as follows:  (i) a specified  asset  administration
fee which is fixed for five years subject to reduction in the year following the


                                  Page 7 of 19
<PAGE>


                             RANCON REALTY FUND V,
                        A CALIFORNIA LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements

                                  June 30, 1999
                                   (Unaudited)


sale of assets ($759,000 in 1999); (ii) sales fees of 2% for improved properties
and 4% for land;  (iii) a refinancing  fee of 1% and (iv) a management fee of 5%
of gross rental  receipts.  As part of this agreement,  Glenborough will perform
certain duties for the General Partner of the Rancon Partnerships. RFC agreed to
cooperate with Glenborough, should Glenborough attempt to obtain a majority vote
of the  limited  partners  to  substitute  itself as the  Sponsor for the Rancon
Partnerships. Glenborough is not an affiliate of RFC or the Partnership.

Basis  of  Accounting  -  The  accompanying   unaudited  consolidated  financial
statements  have been  prepared on the accrual basis of accounting in accordance
with generally  accepted  accounting  principles  under the presumption that the
Partnership will continue as a going concern.

The  consent  of  the  Limited  Partners  to the  proposal  to  sell  all of the
Partnership's  properties  and  liquidate  the  Partnership  will not impact the
accounting  treatment  applied by the  Partnership  in its financial  statements
prepared in accordance  with  generally  accepted  accounting  principles as the
liquidation  proceeds and the timing  thereof are not currently  estimable.  The
Partnership  will classify as "held for use" or "held for  development",  all of
its operating and undeveloped  properties until such time as an acceptable buyer
is  identified  and an offer  which is  reasonably  assured of  consummation  is
obtained. At that time, the Partnership will reclassify the appropriate portions
of its  assets  to "held  for sale" and  depreciation  of those  assets  will be
discontinued.

When the sale  price and  timing of the last  property  disposal  is  reasonably
determinable,  the Partnership will adopt  liquidation  basis accounting in that
quarter.  At that time,  all assets and  liabilities  will be  adjusted to their
settlement  amounts  and  an  amount  to be  distributed  to the  partners  upon
liquidation  will be estimated.

Consolidation  - In May  1996,  the  Partnership  formed  Rancon  Realty  Fund V
Tri-City Limited Partnership, a Delaware limited partnership ("RRF V Tri-City").
As required by the lender (Bear,  Stearns  Funding,  Inc.) of a $9,600,000  loan
obtained by the  Partnership in 1996, the Partnership  contributed  three of its
operating  properties to RRF V Tri-City to provide a bankruptcy  remote borrower
for the lender.  The loan,  secured by the  properties in RRF V Tri-City,  has a
principal  balance of $9,268,000 at June 30, 1999, and matures on August 1, 2006
with a 9.39% fixed interest rate and a 25-year  amortization  of principal.  The
limited  partner of RRF V Tri-City is the Partnership and the general partner is
Rancon Realty Fund V, Inc.  ("RRF V, Inc."),  a corporation  wholly owned by the
Partnership.  Since the Partnership owns 100% of RRF V, Inc. and indirectly owns
100% of RRF V  Tri-City,  the  financial  statements  of RRF V,  Inc.  and RRF V
Tri-City have been consolidated with those of the Partnership.  All intercompany
balances and transactions have been eliminated in the consolidation.

Reclassifications  - Certain  prior  year  balances  have been  reclassified  to
conform with the current year presentation.


                                  Page 8 of 19
<PAGE>


                             RANCON REALTY FUND V,
                        A CALIFORNIA LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements

                                  June 30, 1999
                                   (Unaudited)


Note 2.      REFERENCE TO 1998 AUDITED FINANCIAL STATEMENTS

These unaudited  consolidated financial statements should be read in conjunction
with the Notes to Financial Statements included in the December 31, 1998 audited
consolidated financial statements.

Note 3.      SALES OF REAL ESTATE

On  January  20,  1999,  the  Partnership  sold  approximately  24 acres of land
(referred to as the  Perris-Ethanac  land) located in Perris,  Riverside County,
California,  to an unaffiliated entity for $502,200.  The Partnership realized a
$6,000  loss on the sale which is  reflected  in the  accompanying  consolidated
statement  of  operations  for the six  months  ended  June 30,  1999.  The sale
generated net proceeds of $446,000,  which were added to the Partnership's  cash
reserves.

On January 29, 1999, the  Partnership  sold five  distribution-center  buildings
(referred to as Rancon Centre  Ontario)  located in Ontario,  California,  to an
unaffiliated  entity  for  $7,650,000.  As part of the  terms of the  sale,  the
Partnership  loaned  $5,715,000  to the buyer (the "RCO Note").  The RCO Note is
secured by a deed of trust encumbering the Rancon Centre Ontario property, bears
interest at 8% per annum and matures on March 1, 2000,  with an option to extend
the maturity date to June 1, 2000.  The note also provides that the borrower may
prepay up to, but no more than,  $3,000,000  of the  principal  balance prior to
January 1, 2000 and the entire  balance after January 1, 2000. The sale proceeds
totaling $1,529,000 were net of selling costs and expenses incurred through June
30, 1999, and were added to the Partnership's  cash reserves.  Since the sale of
Rancon Centre  Ontario  included a $5,715,000  loan from the  Partnership to the
buyer, the Partnership will defer recognition of the $3,274,000 gain on the sale
until  collection of the note is assured.  As of June 30, 1999, the  Partnership
recognized interest income totaling $193,000 from the RCO Note which is included
in interest  and other  income in the  accompanying  consolidated  statement  of
operations for the six months ended June 30, 1999.

Also on January 29, 1999, the Partnership  sold  approximately  60 acres of land
(referred to as the  Perris-Nuevo  land)  located in Perris,  Riverside  County,
California,  to an unaffiliated entity for $675,000. As part of the terms of the
sale, the Partnership loaned $475,000 to the buyer (the "Nuevo Note"). The Nuevo
Note is secured by a deed of trust  encumbering  the  Perris-Nuevo  land,  bears
interest at 6% per annum and matures on November  15, 1999.  The sale  generated
net proceeds of $113,000,  which were added to the Partnership's  cash reserves.
Since  the sale of the  Perris-Nuevo  land  included  a  $475,000  loan from the
Partnership to the buyer, the Partnership will defer recognition of the $443,000
gain on the sale until  collection of the note is assured.  As of June 30, 1999,
the Partnership  recognized interest income totaling $12,000 from the Nuevo Note
which is included in interest and other income in the accompanying  consolidated
statement of operations for the six months ended June 30, 1999.


                                  Page 9 of 19
<PAGE>


                             RANCON REALTY FUND V,
                        A CALIFORNIA LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements

                                  June 30, 1999
                                   (Unaudited)


Note 4.      COMMITMENTS AND CONTINGENT LIABILITIES

The Partnership is contingently  liable for subordinated real estate commissions
payable to the Sponsors in the aggregate amount of $102,000 at June 30, 1999 for
sales  that  transpired  in  previous  years.  The   subordinated   real  estate
commissions   are  payable  only  after  the  Limited   Partners  have  received
distributions  equal  to  their  original  invested  capital  plus a  cumulative
non-compounded  return  of six  percent  per  annum on their  adjusted  invested
capital,  which is not expected to be achieved as a result of the Asset Sale. As
a result,  such  subordinated  real estate  commissions  will not be paid to the
General Partner and will be eliminated.

Note 5.      NOTES PAYABLE

The following notes payable were outstanding as of June 30, 1999 and December
31, 1998 (in thousands):
<TABLE>
<CAPTION>

                                                                            1999             1998
                                                                        ----------       ----------
<S>                                                                     <C>              <C>
Note  payable  with a lender with a 9.39% fixed rate of interest,
monthly  principal  and  interest  payments  (based  on a 25-year
amortization)  of $83 and a maturity date of August 1, 2006.  The
loan is secured by first  deeds of trust on Lakeside  Tower,  One
Parkside and Two Carnegie Plaza.                                        $    9,268       $    9,330

Note  payable with a lender with an 8.25% fixed rate of interest,
monthly  principal  and  interest  payments  (based  on a 25-year
amortization) of $34 and a maturity date of December 1, 2001. The
loan is  secured by first  deed of trust on One  Carnegie Plaza.             4,145            4,178
                                                                        ----------       ----------
Total notes payable                                                     $   13,413       $   13,508
                                                                        ==========       ==========
</TABLE>

Note 6.      DEFERRED INCOME

The Partnership's deferred income of $3,717,000 as of June 30, 1999, consists of
the deferred  gains on the sales of Rancon Centre  Ontario and the  Perris-Nuevo
land.

Note 7.      PROPOSED DISSOLUTION COSTS

The General Partner is currently  seeking the Limited  Partners'  consent to the
Asset Sale and Dissolution  Proposal (see Note 1 above). Costs totaling $154,000
and $22,000  related to the proposal have been incurred and are reflected in the
accompanying consolidated statements of operations for the six months ended June
30, 1999 and 1998, respectively.



                                 Page 10 of 19
<PAGE>


Item 2.      Management's  Discussion  and  Analysis  of Financial Condition and
             Results of Operations

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 1999, the Partnership had cash of $10,500,000.  The remainder of the
Partnership's  assets consist  primarily of its net  investments in real estate,
totaling approximately  $31,379,000 at June 30, 1999, which includes $28,675,000
in rental properties and $2,704,000 of land held for development.

The  Partnership's   business  strategy  has  been  to  focus  on  the  eventual
disposition  of its assets at the optimal time and sales price.  As discussed in
Note 1 of the Notes to Consolidated Financial Statements, the General Partner is
currently seeking the Limited Partners' consent to sell all of the Partnership's
real estate assets ("Asset Sale") and liquidate the Partnership ("Dissolution").
A Consent  Solicitation  Statement  was sent to the Limited  Partners on July 6,
1999,  detailing  the  Asset  Sale and  Dissolution  Proposal  (incorporated  by
reference to the  Schedule  14A -  Preliminary  Proxy  Statement  filed with the
United States  Securities and Exchange  Commission  ("Commission") in the second
quarter of 1999).  Assuming the Asset Sale and Dissolution  Proposal is approved
by the Limited  Partners,  the General Partner  currently intends to sell all of
the Partnership's  properties within six months after consent has been obtained,
distribute  the  proceeds  and  liquidate  the  Partnership  after  all  of  the
properties are sold and the cash proceeds thereof received.  The General Partner
does not  expect  the  Dissolution  to occur  until at  least  early  2000  (and
potentially  not  until  2001) as some of the  properties  may be sold  with the
purchase price payable on an installment basis.

The Partnership  has not, as of the date of the filing of this Quarterly  Report
on Form 10-Q with the Commission, entered into any agreement for the sale of its
properties, although the Partnership has, in 1997, granted to Glenborough Realty
Trust Incorporated,  a Maryland corporation ("GLB"), a right to match offers for
the purchase of the  Partnership's  properties ("GLB Matching  Right").  The GLB
Matching Right applies to the Partnership's properties.  GLB is not an affiliate
of the Partnership.

If the Limited Partners consent to the Asset Sale and Dissolution Proposal,  the
General Partner currently intends to offer the Partnership's properties for sale
by soliciting bids from various potential  purchasers.

If the Asset  Sale and  Dissolution  Proposal  is not  approved  by the  Limited
Partners,  the  General  Partner  currently  intends to  continue  to manage the
Partnership  and its  properties  and will  continue to  entertain  and consider
indications  of interest  from third  parties to acquire all or a portion of the
properties.  The Partnership will continue to operate the properties and attempt
to sell such  properties in single or multiple  sales and develop  properties it
believes are developable and would improve its return on investment.

Assuming consummation of the Asset Sale and Dissolution,  prior to completion of
the sale of all of the  Partnership's  properties and the receipt in cash of the
proceeds  thereof,  the  General  Partner  currently  intends  to,  but  is  not
obligated,  to make interim distributions to the Limited Partners,  from time to
time, of all or a portion of the net proceeds from sale of the  properties.  The
General  Partner  will not  receive  any of the net  proceeds  from  sale of the
properties  or  upon  dissolution  with  respect  to  its  general   partnership


                                 Page 11 of 19
<PAGE>


interests.  The  General  Partner  also  intends to  distribute  in 1999 the net
proceeds of certain sales of Partnership  properties  which occurred in December
1998 and January 1999 (see "General Matters" below).

The  discussion  above  contains   forward-looking   statements   regarding  the
Partnership's plans, goals and expectations,  including statements regarding the
Partnership's  estimates of sales  proceeds and future  distributions  resulting
from the Asset Sale, estimates of the timing of the sale of the properties,  the
dissolution  of  the  Partnership  and  the   distribution  of  sales  proceeds.
Forward-looking  statements  are  necessarily  speculative,  there being certain
risks and  uncertainties  that could  cause  actual  events or results to differ
materially  from  those  referred  to in  the  forward-looking  statements.  All
forward-looking  statements  included in this document are based on  information
available to the  Partnership on the date hereof,  and reflect the best judgment
of the management of the Partnership.  The General  Partner's  current plans are
subject to change,  including  in the event of changes in general  business  and
economic  conditions  as well as changes in the local real estate  markets where
the  Partnership's  properties  are located.  There can be no assurance that the
Asset Sale and Dissolution Proposal will be approved by the Limited Partners, or
if and when the  properties  will be sold,  the  proceeds  distributed,  and the
Partnership liquidated.  The timing of any sale of the Partnership's properties,
the distribution of proceeds, and the liquidation of the Partnership are subject
to  various  and  significant  uncertainties,  many  of  which  are  beyond  the
Partnership's  control  and  which  could  delay  any sale of the  Partnership's
properties,  liquidation  of  the  Partnership,  and  distribution  of  proceeds
significantly  beyond the time periods estimated above. Among such uncertainties
are the date when  consent of the Limited  Partners is obtained  (assuming it is
obtained),  the demand for the Partnership's properties by potential purchasers,
the  availability  of capital for  potential  purchasers,  the actual dates when
properties  are sold,  and the duration of any  installment  sales of any of the
properties.

Operationally,  the  Partnership's  primary  source  of funds  consists  of cash
provided by its rental activities.  Other sources of funds may include permanent
financing, property sales, interest income from certificates of deposit and note
receivables,  and other deposits of funds invested  temporarily.  Cash generated
from property  sales are generally  added to the  Partnership's  cash  reserves,
pending  use  in the  development  of  properties,  or  are  distributed  to the
partners.

The majority of the Partnership's  assets are located in the Tri-City  Corporate
Centre,  in San Bernardino,  California.  Tri-City is in the heart of the Inland
Empire,  a submarket of Southern  California  and is the most densely  populated
area of San Bernardino and Riverside  counties.  Tri-City's  office space market
continues  to improve  despite  business  mergers and recent  completion  of new
buildings  within the  neighboring  area.  Tri-City's  industrial  space  market
appears  to be  improving  due to the demand  for space for both  warehouse  and
distribution  facilities.  Management  currently  believes that the overall real
estate  market in the Inland  Empire  will  remain  strong  through  1999,  with
conditions beyond such time being less predictable.

Tri-City

The  Partnership's  properties  consist of  approximately 14 acres of unimproved
land  and  approximately  478,000  square  feet  of  improved  properties.   The
Partnership's  improved  properties  in the  Tri-City  Corporate  Centre  are as
follows:


                                 Page 12 of 19
<PAGE>


        Property                           Type                     Square Feet
 ---------------------------     -------------------------------    -----------
 One Carnegie Plaza              Two, two-story office buildings        107,276
 Two Carnegie Plaza              Two-story office building               68,956
 Carnegie Business Center II     Two R & D buildings                     50,867
 Santa Fe                        One-story office building               36,288
 Lakeside Tower                  Six-story office building              112,747
 One Parkside                    Four-story office building              70,069
 Bally's Health Club             Health club facility                    25,000
 Outback Steakhouse              Restaurant                               6,500

General Matters

The  $3,970,000  or 100%  decrease in rental  property held for sale at June 30,
1999  compared to December  31, 1998 is due to the January 29, 1999 sale of five
distribution  center  buildings  referred  to as  Rancon  Centre  Ontario  ("RCO
Buildings").  The Partnership received net sale proceeds totaling $3,274,000 and
took  back a  $5,715,000  note  receivable  ("RCO  Note")  secured  by  the  RCO
Buildings. See terms of the RCO Note below.

The $597,000 or 100% decrease in land held for sale at June 30, 1999 compared to
December  31, 1998 is due to the January 1999 sales of the  Perris-Ethanac  land
and the Perris-Nuevo  land. The Partnership  received net sale proceeds totaling
$559,000 and took back a $475,000 note receivable  ("Nuevo Note") secured by the
Perris-Nuevo land. See terms of the Nuevo Note below.

The  $353,000  or 100 % decrease in pledged  cash at June 30,  1999  compared to
December  31,  1998 is due to the  release  of the  collateral  for  subdivision
improvement  bonds related to the  Perris-Nuevo  land.  The cash  collateral was
released to the Partnership  upon the sale of the  Perris-Nuevo  land in January
1999.

The $6,190,000 or 100% increase in notes receivable at June 30, 1999 compared to
December  31, 1998 is due to the  Partnership's  receipt of the RCO Note and the
Nuevo  Note as part of the  terms  of the  sales  of the RCO  Buildings  and the
Perris-Nuevo  land.  The RCO Note bears  interest of 8% per annum and matures on
March 1, 2000 with an option to extend the  maturity  date to June 1, 2000.  The
RCO Note also  provides  that the  borrower  may prepay up to, but no more than,
$3,000,000  of the  principal  balance  prior to  January 1, 2000 and the entire
balance after January 1, 2000. The Nuevo Note bears interest at 6% per annum and
is due on November 15, 1999.

The $5,506,000 or 90% decrease in prepaid  expenses and other assets at June 30,
1999  compared to December 31, 1998 is  primarily  due to the receipt of the net
sale  proceeds  related to the 38.5 acres of  unimproved  land at Rancon  Centre
Ontario ("Ontario land"). The Ontario land was sold on December 31, 1998 and the
sale  proceeds  were  held in an escrow  account  (included  in other  assets at
December 31, 1998) until January 1999.

The  $13,413,000  notes  payable at June 30, 1999  consist of two secured  loans
encumbering  properties  with an  aggregate  net  book  value  of  approximately
$21,789,000  and  maturity  dates of December 1, 2001 and August 1, 2006.  These
notes payable require monthly  principal and interest  payments,  and bear fixed
interest rates of 8.25% and 9.39%.


                                 Page 13 of 19
<PAGE>


The $3,717,000 deferred income at June 30, 1999 consists of the deferred gain on
sales of the RCO Buildings and the Perris-Nuevo land.

Management  believes  that the  Partnership's  cash  balance  at June 30,  1999,
together with the cash from operations,  sales and financing, will be sufficient
to finance  the  Partnership's  and the  properties'  continued  operations  and
development  plans,  on a short-term  basis and for the  reasonably  foreseeable
future.  There can be no assurance that the Partnership's  results of operations
will not  fluctuate  in the future and at times  affect its  ability to meet its
operating requirements.

Aside from the  foregoing  and the current plan to  potentially  sell all of the
Partnership's properties and liquidate the Partnership, the Partnership knows of
no  demands,  commitments,  events or  uncertainties,  which  might  effect  its
liquidity  or capital  resources  in any  material  respect.  In  addition,  the
Partnership  is not subject to any  covenants  pursuant to its secured debt that
would constrain its ability to obtain additional capital.


RESULTS OF OPERATIONS


Revenues

Rental  income  decreased  $171,000  or 5% and  $92,000 or 6% during the six and
three  months  ended June 30,  1999,  compared to the six and three months ended
June 30, 1998, respectively, as a result of the loss of rental income due to the
sale of the RCO  Buildings  and the decrease in  occupancy at Carnegie  Business
Center II and Two Carnegie  Plaza.  This decrease in rental revenue was slightly
offset by the increased occupancy at One Carnegie Plaza,  Lakeside Tower and One
Parkside.

Occupancy rates at the Tri-City  properties as of June 30, 1999 and 1998 were as
follows:
                                                       June 30,
                                            ---------------------------
                                              1999                1998
                                            -------              ------
    One Carnegie Plaza                          58%                 48%
    Two Carnegie Plaza                          79%                 82%
    Carnegie Business Center II                 59%                 72%
    Lakeside Tower                              96%                 84%
    Santa Fe                                   100%                100%
    One Parkside                               100%                 66%
    Bally's Health Club                        100%                100%
    Outback Steakhouse                         100%                100%

As of June 30, 1999, tenants at the Tri-City occupying  substantial  portions of
leased rental space included: (i) Atchison,  Topeka and Santa Fe Railway Company
with a lease  through  September  2004;  (ii) Chicago Title with a lease through
February 2004; (iii) Sterling  Software with a lease through November 2000; (iv)
Holiday Spa Health Club with a lease  through  December  2010;  and (v) New York
Life with a lease  through  May 2004.  These  five  tenants,  in the  aggregate,
occupied  approximately 140,000 square feet of the 478,000 total leasable square
feet at Tri-City and accounted for  approximately 32% of the total rental income
of the Partnership during the second quarter of 1999.


                                 Page 14 of 19
<PAGE>


The 10%  increase  in  occupancy  from  June 30,  1998 to June  30,  1999 at One
Carnegie  Plaza is  attributed  to leasing of 16,211 square feet of space to one
tenant and the  expansion  of two tenants to an  aggregate  2,539 square feet of
space.  Slightly offsetting these increases in occupancy was the relocation of a
13,855 square foot tenant to 6,220 square feet of space due to the tenant's need
to downsize.  Management is currently in negotiations with a prospective  tenant
to lease a 4,000  square feet suite and is  marketing  the other vacant space to
potential tenants.

The 3% decrease in occupancy from June 30, 1998 to June 30, 1999 at Two Carnegie
Plaza is a result of a 1,968  square  foot  tenant  vacating  its space upon its
lease  expiration  of January  1999.  Management  has executed a five year lease
(commencing September 1999) for this space, expanded an existing tenant by 2,200
square  feet and is  currently  negotiating  lease  renewals  for three  tenants
occupying a total of 6,700 square feet of space.

The 13%  decrease in  occupancy  from June 30, 1998 to June 30, 1999 at Carnegie
Business Center II is attributed to two tenants,  occupying 6,575 square feet of
space in the  aggregate,  vacating  their  space  upon  their  respective  lease
expirations,  and the  relocation  of an 18,840  square  foot tenant to a 13,381
square feet suite.  Slightly  offsetting  these  decreases in occupancy  was the
leasing  of an  aggregate  of 5,784  square  feet of  space to two new  tenants.
Management is marketing the other vacant space for lease.

The 12%  increase in  occupancy  from June 30, 1998 to June 30, 1999 at Lakeside
Tower is  attributed  to the leasing of 14,950  square feet of space to five new
tenants.

The 34%  increase  in  occupancy  from  June 30,  1998 to June  30,  1999 at One
Parkside is  attributed  to the expansion of three tenants by 20,395 square feet
and the leasing of 3,500 square feet of space to a new tenant.

Interest and other income increased $308,000 or 172% and $200,000 or 244% during
the six and three  months  ended June 30,  1999,  compared  to the six and three
months ended June 30, 1998,  respectively,  due to: (i) the increase in interest
income on the higher  average  invested cash balance  resulting  from the recent
sales of real estate;  and (ii) the interest  income from the  promissory  notes
related to the recent sales of real estate.

Expenses

Operating  expenses  increased  $20,000 or 1% for the six months  ended June 30,
1999  compared to the six months  ended June 30, 1998 due to: (i) the  increased
occupancy at One  Carnegie  Plaza,  Lakeside  Tower and One  Parkside;  (ii) the
payment of tax appeal fees in February 1999; and (iii) the  recognition of prior
year bad debt in the first  quarter  of 1999 as a result  of  failed  collection
efforts  from a tenant who  vacated its space upon lease  expiration.  Partially
offsetting  these  increases  in  operating  expenses  was  the  elimination  of
operating  expenses  as a  result  of the sale of the RCO  Buildings.  Operating
expenses  decreased  $27,000  or 3% for the three  months  ended  June 30,  1999
compared  to  the  three  months  ended  June  30,  1998  due  primarily  to the
elimination  of  operating  expenses as a result of the January 1999 sale of the
RCO Buildings.

Depreciation and amortization  decreased  $40,000 or 4% for the six months ended
June  30,  1999  compared  to the six  months  ended  June  30,  1998 due to the
elimination of depreciation and amortization  associated with the RCO Buildings.
Offsetting this decrease was the increase from the  depreciation of additions to

                                 Page 15 of 19
<PAGE>


rental properties. Depreciation and amortization increased $20,000 or 5% for the
three  months  ended June 30, 1999  compared to the three  months ended June 30,
1998 due primarily to the depreciation of additions to rental properties.

The loss on sale of real estate of $6,000 for the six months ended June 30, 1999
resulted from the sale of the Perris-Ethanac land.

Expenses associated with undeveloped land decreased $167,000 or 53% and $128,000
or 81% for the six and three months ended June 30, 1999, compared to the six and
three months ended June 30, 1998, respectively, due to the reduction of property
taxes as a result of the recent  land sales and the  receipt of real  estate tax
refunds in the second quarter of 1999.

General and  administrative  expenses decreased $42,000 or 7% and $44,000 or 13%
for the six and three months ended June 30, 1999,  compared to the six and three
months ended June 30, 1998,  respectively,  primarily due to a decrease in asset
management fees resulting from the sale of the RCO Buildings.

The proposed  dissolution costs of $154,000 and $22,000 during the six and three
months ended June 30, 1999 and 1998,  respectively,  represent  charges for work
performed and expenses  incurred while exploring the possibilities of having the
Partnership  sell all of its  properties  and  liquidate  thereafter,  and costs
relating to the preparation of preliminary  proxy materials in the quarter ended
June 30, 1999.

Year 2000 Compliance

State of Readiness.  Glenborough Corporation ("Glenborough"),  the Partnership's
asset and property manager,  utilizes a number of computer software programs and
operating  systems.  These programs and systems primarily  comprise  information
technology  systems  ("IT  Systems")  (i.e.,   software  programs  and  computer
operating   systems)  that  serve  the  management   operations.   Although  the
Partnership  does not  utilize  any  significant  IT Systems of its own, it does
utilize embedded systems such as devices used to control,  monitor or assist the
operation  of equipment  and  machinery  systems  (e.g.,  HVAC,  fire safety and
security) at its properties  ("Property  Systems").  To the extent that software
applications contain a source code that is unable to appropriately interpret the
upcoming  calendar  year  "2000"  and  beyond,  some  level of  modification  or
replacement of these IT Systems and Property Systems will be necessary.

IT  Systems.  Employing  a team made up of internal  personnel  and  third-party
consultants,   Glenborough  has  completed  an  identification  of  IT  Systems,
including hardware components that are not yet Year 2000 compliant.  To the best
of Glenborough's knowledge based on available information and a reasonable level
of inquiry and  investigation,  such upgrading as appears to be called for under
the  circumstances  has been completed in accordance  with  prevailing  industry
practice.  Glenborough  has commenced a testing  program which will be completed
during 1999. In addition, the Partnership is currently  communicating with third
parties with whom it does significant business,  such as financial institutions,
tenants and vendors, to determine their readiness for Year 2000 compliance.

Property Systems.  An identification  of Property  Systems,  including  hardware
components,  that are not yet Year  2000  compliant,  has also  been  completed.
Upgrading  of such  systems as appears to be called for under the  circumstances
based  on  available   information  and  a  reasonable   level  of  inquiry  and

                                 Page 16 of 19
<PAGE>


investigation,   and  in  accordance  with  prevailing   industry  practice  has
commenced.  Upon  completion  of  such  upgrading,  a  testing  program  will be
initiated and completed during 1999. To the best of Glenborough's knowledge, the
Partnership has no Property Systems,  the failure of which would have a material
effect on its operations.

Costs of Addressing Year 2000 issues.  Given the information  known at this time
about systems that are  non-compliant,  coupled with ongoing,  normal  course-of
business  efforts to upgrade or replace  critical  systems,  as  necessary,  the
Partnership  does not  expect  Year  2000  compliance  costs to have a  material
adverse impact on its liquidity or ongoing  results of operations.  The costs of
assessment  and  remediation  of  the  Property  Systems  will  be  paid  by the
Partnership as an operating expense.

Risks of Year 2000 issues.  In light of the assessment and upgrading  efforts to
date, and assuming completion of the planned, normal course-of-business upgrades
and subsequent  testing,  the  Partnership  believes that any residual Year 2000
risk will be limited to non-critical business applications and support hardware,
and to short-term  interruptions affecting Property Systems which, if they occur
at  all,  will  not be  material  to  overall  operations.  Glenborough  and the
Partnership  believe that all IT Systems and Property  Systems will be Year 2000
compliant and that  compliance will not materially  adversely  affect its future
liquidity  or results of  operations  or its ability to service  debt.  However,
absolute assurance that this is the case cannot be given.

Contingency  Plans.  The Partnership is currently  developing a contingency plan
for all  operations  which will  address the most  reasonably  likely worst case
scenario regarding Year 2000 compliance.  Such a plan,  however,  will recognize
material  limitations  on the ability to respond to major regional or industrial
failures such as power outages or communications breakdowns.  Management expects
such a contingency plan to be completed during 1999.






                                 Page 17 of 19
<PAGE>


Part II.          OTHER INFORMATION


Item 1.           Legal Proceedings

                  None.

Item 2.           Changes in Securities and Use of Proceeds

                  Not applicable.

Item 3.           Defaults Upon Senior Securities

                  Not applicable.

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

Incorporated  herein  by  reference  to  Note 1 of  the  Notes  to  Consolidated
Financial Statements.

Item 5.           Other Information

                  None.

Item 6.           Exhibits and Reports on Form 8-K

                  (a)  Exhibits:

                  (27)  Financial Data Schedule

                  (b)  Reports on Form 8-K (incorporated herein by reference):

                  None.







                                 Page 18 of 19
<PAGE>


                                   SIGNATURES


Pursuant to the  requirements  of Section 13 or Section 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.


                              RANCON REALTY FUND V,
                              a California limited partnership

                              By      Rancon Financial Corporation
                                       a California corporation,
                                       its General Partner



Date:    August 13, 1999               By:      /s/  DANIEL L. STEPHENSON
                                                --------------------------
                                                Daniel L. Stephenson, President

Date:    August 13, 1999      By:     /s/  DANIEL L. STEPHENSON
                                      --------------------------
                                      Daniel L. Stephenson, General Partner









                                 Page 19 of 19
<PAGE>