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 September 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 September 30, 1999: 96,412



                                  Page 1 of 21
<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)


                                                                  September 30,    December 31,
                                                                       1999            1998
                                                                   (Unaudited)      (Audited)
                                                                 --------------    -------------
<S>                                                              <C>               <C>
Assets
Investments in real estate:
   Rental property, net of accumulated depreciation
     of $17,807 and $16,666 at September 30, 1999
     and December 31, 1998, respectively                         $      28,630     $      28,572
   Rental property held for sale, net                                       --             3,970
   Land held for development                                             2,712             2,702
   Land held for sale                                                       --               597
                                                                 -------------     -------------
      Total real estate investments                                     31,342            35,841
                                                                 -------------     -------------

   Cash and cash equivalents                                            10,248             3,073
   Pledged cash                                                             --               353
   Accounts receivable                                                   1,325             1,239
   Notes receivable                                                      6,190                --
   Deferred  financing costs and other fees, net of
     accumulated  amortization of $2,256 and $2,259 at
     September 30, 1999 and December 31, 1998, respectively                974               998
   Prepaid expenses and other assets                                       760             6,121
                                                                 -------------     -------------

       Total assets                                              $      50,839     $      47,625
                                                                 =============     =============

Liabilities and Partners' Equity (Deficit)
Liabilities:
   Notes payable                                                 $      13,365     $      13,508
   Accounts payable and other liabilities                                  519               230
   Deferred income                                                       3,717                --
                                                                 -------------     -------------
     Total liabilities                                                  17,601            13,738
                                                                 -------------     -------------

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

Partners' Equity (Deficit):
   General partners                                                       (977)             (971)
   Limited partners, 96,412 and 96,444 limited
     partnership units outstanding at September 30,
     1999 and December 31, 1998, respectively                           34,215            34,858
                                                                 -------------     -------------
     Total partners' equity                                             33,238            33,887
                                                                 -------------     -------------

       Total liabilities and partners' equity                    $      50,839     $      47,625
                                                                 =============     =============
</TABLE>

                          See accompanying notes to financial statements.


                                  Page 2 of 21
<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             Nine months ended
                                                  September 30,                 September 30,
                                           --------------------------    ---------------------------
                                              1999            1998          1999              1998
                                           ----------      ----------    -----------      ----------
<S>                                        <C>             <C>           <C>              <C>
Revenues:
  Rental income                            $    1,643      $    1,602    $     4,707      $    4,837
  Interest and other income                       273              81            760             260
                                           ----------      ----------    -----------      ----------
    Total revenues                              1,916           1,683          5,467           5,097
                                           ----------      ----------    -----------      ----------

Expenses:
  Operating                                       810             807          2,363           2,340
  Interest expense                                316             320            951             963
  Depreciation and amortization                   470             423          1,338           1,331
  Loss on sale of real estate                      --              --              6              --
  Expenses  associated  with
    undeveloped land                               95             113            243             428
  General and administrative                      298             296            901             941
  Proposed dissolution costs                      148              47            302              69
                                           ----------      ----------    -----------      ----------
    Total expenses                              2,137           2,006          6,104           6,072
                                           ----------      ----------    -----------      ----------

Net loss                                   $     (221)     $     (323)   $      (637)     $     (975)
                                           ==========      ==========    ===========      ==========

Net loss per limited partnership unit      $    (2.27)     $    (3.32)   $     (6.54)     $    (9.99)
                                           ==========      ==========    ===========      ==========

Weighted average number of limited
  partnership units outstanding during
  each period used to compute net loss
  per limited partnership unit                 96,441          96,478         96,442          96,582
                                           ==========      ==========    ===========      ==========
</TABLE>
















                            See accompanying notes to financial statements.


                                  Page 3 of 21
<PAGE>



                              RANCON REALTY FUND V,
                        A CALIFORNIA LIMITED PARTNERSHIP

              Consolidated Statement of Partners' Equity (Deficit)
                  For the nine months ended September 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           --          (12)          (12)

Net loss                                          (6)        (631)         (637)
                                          ----------   ----------    -----------

Balance at September 30, 1999             $     (977)  $   34,215    $   33,238
                                          ==========   ==========    ==========



































                 See accompanying notes to financial statements.


                                  Page 4 of 21
<PAGE>


<TABLE>
<CAPTION>

                                         RANCON REALTY FUND V,
                                   A CALIFORNIA LIMITED PARTNERSHIP

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


                                                                             Nine months ended
                                                                               September 30,
                                                                     -------------------------------
                                                                          1999              1998
                                                                     -------------      ------------
<S>                                                                  <C>                <C>
Cash flows from operating activities:
    Net loss                                                         $        (637)     $       (975)
    Adjustments to reconcile net loss
      to net cash provided by operating activities:
       Net loss on sale of real estate                                           6                --
       Depreciation and amortization                                         1,338             1,331
       Amortization of loan fees, included in
          interest expense                                                      40                40
       Changes in certain assets and liabilities:
         Accounts receivable                                                   (86)               19
         Notes receivable                                                       --                33
         Deferred financing costs and other fees                              (213)             (119)
         Prepaid expenses and other assets                                   5,361               (85)
         Accounts payable and other liabilities                                289                16
                                                                     -------------      ------------

         Net cash provided by operating activities                           6,098               260
                                                                     -------------      ------------

Cash flows from investing activities:
    Net proceeds from sales of real estate                                   2,088                --
    Additions to real estate investments                                    (1,209)             (321)
    Funds released from pledged cash                                           353                --
                                                                     -------------      ------------

         Net cash provided by (used for) investing activities                1,232              (321)
                                                                     -------------      ------------

Cash flows from financing activities:
    Notes payable principal payments                                          (143)             (131)
    Retirement of limited partnershipunits                                     (12)             (104)
                                                                    --------------      ------------

         Net cash used for financing activities                               (155)             (235)
                                                                    --------------      ------------

Net increase (decrease) in cash and cash equivalents                         7,175              (296)

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

Cash and cash equivalents at end of period                           $      10,248      $      4,065
                                                                     =============      ============

Supplemental disclosure of cash flow information:
     Cash paid for interest                                          $         911      $        924
                                                                     =============      ============
</TABLE>




                            See accompanying notes to financial statements.


                                  Page 5 of 21
<PAGE>



                              RANCON REALTY FUND V,
                        A CALIFORNIA LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements

                               September 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
September  30,  1999  and  December  31,  1998,  and  the  related  consolidated
statements of operations and cash flows for the nine months ended  September 30,
1999 and 1998.

Asset Sale and  Dissolution  Proposal - A Consent  Solicitation  Statement  (the
"Solicitation")   was  sent  to  the  holders  of  limited   partnership   units
("Unitholders"  or  "Limited  Partners")  on  July  6,  1999.  The  Solicitation
(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) discussed the General Partner's  proposal to sell
all of the  Partnership's  real estate assets  ("Asset  Sale") and liquidate the
Partnership thereafter ("Dissolution"). 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.

As of August 25, 1999,  the  expiration  of the voting  period,  96,442  limited
partnership  units ("Units") were outstanding.  Of the total Units  outstanding,
76,475  Unitholders,  or 79%,  have voted  ("Units  Voted") and no response  was
received  from the  remaining  21%.  A final  tabulation  of the  results of the
Solicitation  was made on August 25, 1999, with 67,498  Unitholders,  or 88%, of
the  Units  Voted  in  favor,  7,271  Unitholders,  or 10%,  against  and  1,706
Unitholders, or 2%, abstaining.  During the third quarter of 1999, a total of 32
Units were repurchased as a result of a Unitholder's request for the Partnership
to take over such Units.  As of  September  30,  1999,  there were 96,412  Units
outstanding.

Subsequent  to  obtaining  the consent of the majority of the  Unitholders,  the
General  Partner  grouped the properties into two or more packages of properties
(such  as  separate  packages  of  retail  properties,   office  properties  and
unimproved land) and included  properties in the Tri-City Corporate Centre which
are owned by Rancon Realty Fund IV ("Fund IV"), a partnership  also sponsored by
the  General  Partner.  Bidders  for any package of  properties  containing  the
Partnership's  and Fund IV's  properties  will be  required to specify how their
overall bid is allocated among the individual properties in the package, and the
proceeds  and expenses  from the sales of any such  package will be  apportioned
between  the  Partnership  and Fund IV based upon such  allocation.  The General
Partner hired an  independent  real estate firm to market the  properties and to


                                  Page 6 of 21
<PAGE>


                              RANCON REALTY FUND V,
                        A CALIFORNIA LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements

                               September 30, 1999
                                   (Unaudited)


prepare  marketing  materials and  informational  brochures.  The  informational
brochures were presented to a number of prospective  buyers and as of the end of
September  1999,  the  General  Partner had  received 39 signed  confidentiality
agreements  requesting  offering  memorandums.  The General Partner is currently
assessing  all  offers on the  properties  in an effort to achieve  the  highest
possible sales price and return value for the  properties.  The General  Partner
currently intends to close the bidding process by the end of November 1999.

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"). GLB is not
an affiliate of the Partnership.

Pursuant to the GLB Matching Right and the right of first  refusal,  the General
Partner is required to give prompt  written notice to GLB of the price and other
terms and conditions of any offer,  received from an  unaffiliated  third party,
the  General  Partner  is  willing  to accept  to sell all or a  portion  of the
Partnership's  properties.  GLB has ten days after receipt of the  Partnership's
written  notice  to  accept or reject  the  purchase  price and other  terms and
conditions  of the sale.  If GLB  exercises  its  matching  right and  agrees to
purchase all or a portion of the Partnership's properties at the specified price
and on the other terms and  conditions,  the  Partnership  and GLB must promptly
execute a purchase agreement, which is to contain a reasonable feasibility study
period for GLB. If, on the other hand, GLB notifies the Partnership that it does
not intend to exercise its matching right or fails to respond within the ten-day
period,  then the  Partnership  has the  right to sell all or a  portion  of the
Partnership's  properties to the unaffiliated  third party buyer as set forth in
the Partnership's notice to GLB.

Prior to the 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,  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 the
sale of the  properties.  The  General  Partner  will not receive any of the net
proceeds from the sale of the properties or upon  dissolution of the Partnership
with  respect to its general  partnership  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 Note 3 below
for further details.

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  Units,  and  thereafter  will be allocated in


                                  Page 7 of 21
<PAGE>


                              RANCON REALTY FUND V,
                        A CALIFORNIA LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements

                               September 30, 1999
                                   (Unaudited)


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 all 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
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.


                                  Page 8 of 21
<PAGE>


                              RANCON REALTY FUND V,
                        A CALIFORNIA LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements

                               September 30, 1999
                                   (Unaudited)


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 Limited 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 $9,236,000 at September 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.

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.


                                  Page 9 of 21
<PAGE>


                              RANCON REALTY FUND V,
                        A CALIFORNIA LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements

                               September 30, 1999
                                   (Unaudited)


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  unaudited
consolidated  statement of  operations  for the nine months ended  September 30,
1999.  The sale  generated  net  proceeds of  $446,000,  which were added to the
Partnership's cash reserves, pending distribution to the Limited Partners.

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
September 30, 1999, and were added to the Partnership's  cash reserves,  pending
distribution  to the Limited  Partners.  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  September  30,  1999,  the  Partnership  recognized
interest  income  totaling  $309,000  from the RCO Note  which  is  included  in
interest and other income in the accompanying  unaudited  consolidated statement
of operations for the nine months ended September 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,
pending distribution to the Limited Partners. 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 September 30, 1999, the Partnership  recognized interest
income  totaling  $19,000  from the Nuevo Note which is included in interest and
other income in the accompanying  unaudited consolidated statement of operations
for the nine months ended September 30, 1999.


                                 Page 10 of 21
<PAGE>


                              RANCON REALTY FUND V,
                        A CALIFORNIA LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements

                               September 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  September  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  September  30, 1999 and
December 31, 1998 (in thousands):
<TABLE>
<CAPTION>

                                                                                        1999        1998
                                                                                     ---------    --------
<S>                                                                                  <C>          <C>
Note payable 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.                                          $   9,236    $  9,330

Note payable 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 a first deed of trust on One
Carnegie Plaza.                                                                          4,129       4,178
                                                                                     ---------    --------

       Total notes payable                                                           $  13,365    $ 13,508
                                                                                     =========    ========
</TABLE>

Note 6.     DEFERRED INCOME

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

Note 7.     PROPOSED DISSOLUTION COSTS

Costs totaling  $302,000 and $69,000,  related to the Solicitation and the Asset
Sale and Dissolution Proposal (as defined in Note 1), have been incurred and are
reflected in the accompanying  unaudited  consolidated  statements of operations
for the nine months ended September 30, 1999 and 1998, respectively. These costs
include expenses incurred for the preparation of the preliminary proxy materials
and charges for work performed by independent appraisers and other consultants.


                                 Page 11 of 21
<PAGE>


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

The following  discussion  addresses the  Partnership's  financial  condition at
September  30,  1999 and its  result of  operations  for the nine  months  ended
September 30, 1999 and 1998. This information should be read in conjunction with
the Partnership's  December 31, 1998 audited consolidated  financial statements,
notes thereto and other information contained elsewhere in this report.

LIQUIDITY AND CAPITAL RESOURCES

At  September  30,  1999,  the  Partnership   had  cash  of   $10,248,000.   The
Partnership's improved cash position at September 30, 1999, compared to December
31, 1998, is largely due to the net proceeds from recent sales of real estate.

The  remainder  of  the  Partnership's  assets  consist  primarily  of  its  net
investments in real estate, totaling approximately  $31,342,000 at September 30,
1999,  which includes  $28,630,000  in rental  properties and $2,712,000 of land
held for  development.  The  Partnership's  primary  liabilities  include  notes
payable, totaling approximately $13,365,000 at September 30, 1999, which consist
of two secured  fixed rate loans  encumbering  properties  with an aggregate net
book value of  approximately  $21,805,000 and maturity dates of December 1, 2001
and August 1, 2006. These notes require monthly principal and interest payments,
and bear interest rates of 8.25% and 9.39%.

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 and interest income from invested cash balances. Cash
generated  from  property  sales is generally  added to the  Partnership's  cash
reserves,  pending use in the  development of properties or  distribution to the
partners.

Management  believes that the Partnership's  cash balance at September 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  current  plan to  potentially  sell  all of the  Partnership's
properties and liquidate the Partnership (as discussed  below),  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.

Operating Activities

During the nine months ended September 30, 1999, the Partnership's cash provided
by operating activities totaled $6,098,000.


                                 Page 12 of 21
<PAGE>


The  $5,361,000,  or 87%,  decrease  in  prepaid  expenses  and other  assets at
September  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.

Investing Activities

During the nine months ended September 30, 1999, the Partnership's cash provided
by investing  activities totaled  $1,232,000,  which includes  $2,088,000 of net
cash proceeds  from sales of real estate,  $1,209,000 of cash used for additions
to real estate and $353,000 of cash from released collateral.

The Partnership  received net sale proceeds totaling $1,529,000 from the January
1999 sale of five  distribution  center  buildings  referred to as Rancon Centre
Ontario ("RCO  Buildings").  The  Partnership  also took back a $5,715,000  note
receivable ("RCO Note") secured by the RCO Buildings.  See terms of the RCO Note
below.  The  $3,970,000,  or 100%,  decrease in rental property held for sale at
September  30, 1999,  compared to December 31,  1998,  is primarily  due to this
sale.

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

The  Partnership  invested  approximately   $1,199,000  and  $10,000  in  rental
properties  and  in  land  held  for  development,   respectively,   by  way  of
improvements.

The  Partnership  added  $353,000 to its cash reserves due to the release of the
collateral for subdivision  improvement  bonds upon the sale of the Perris-Nuevo
land in January 1999.

The  $6,190,000,  or 100%,  increase in notes  receivable at September 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.  As of the date of this  filing,  all
payments on the RCO Note and the Nuevo Note are current.

The  $3,717,000  deferred  income at September 30, 1999 consists of the deferred
gains on sale of the RCO Buildings and the  Perris-Nuevo  land. The  Partnership
will defer  recognition  of the gains until the  collection  of the RCO Note and
Nuevo Note is assured.


                                 Page 13 of 21
<PAGE>


Financing Activities

During the nine months ended September 30, 1999, the Partnership made a total of
$143,000 in principal payments on its two notes payable.

During  the  nine  months  ended  September  30,  1999,  a total  of 32  limited
partnership units ("Units") were redeemed for approximately $12,000.

Asset Sale and Dissolution Proposal

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, A Consent Solicitation
Statement (the  "Solicitation")  was sent to the holders of limited  partnership
units  ("Unitholders"  or "Limited  Partners") on July 6, 1999. The Solicitation
(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) discussed the General Partner's  proposal to sell all of
the   Partnership's   real  estate  assets  ("Asset  Sale")  and  liquidate  the
Partnership thereafter ("Dissolution"). 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.

As of August 25, 1999, the  expiration of the voting  period,  96,442 Units were
outstanding.  Of the total Units outstanding,  76,475 Unitholders,  or 79%, have
voted ("Units  Voted") and no response was received  from the  remaining  21%. A
final tabulation of the results of the Solicitation was made on August 25, 1999,
with 67,498 Unitholders, or 88%, of the Units Voted in favor, 7,271 Unitholders,
or 10%,  against  and 1,706  Unitholders,  or 2%,  abstaining.  During the third
quarter  of  1999,  a total  of 32  Units  were  repurchased  as a  result  of a
Unitholder's  request  for  the  Partnership  to take  over  such  Units.  As of
September 30, 1999, there were 96,412 Units outstanding.

Subsequent  to  obtaining  the consent of the majority of the  Unitholders,  the
General  Partner  grouped the properties into two or more packages of properties
(such  as  separate  packages  of  retail  properties,   office  properties  and
unimproved land) and included  properties in the Tri-City Corporate Centre which
are owned by Rancon Realty Fund IV ("Fund IV"), a partnership  also sponsored by
the  General  Partner.  Bidders  for any package of  properties  containing  the
Partnership's  and Fund IV's  properties  will be  required to specify how their
overall bid is allocated among the individual properties in the package, and the
proceeds  and expenses  from the sales of any such  package will be  apportioned
between  the  Partnership  and Fund IV based upon such  allocation.  The General
Partner hired an  independent  real estate firm to market the  properties and to
prepare  marketing  materials and  informational  brochures.  The  informational
brochures were presented to a number of prospective  buyers and as of the end of
September  1999,  the  General  Partner had  received 39 signed  confidentiality
agreements  requesting  offering  memorandums.  The General Partner is currently
assessing  all  offers on the  properties  in an effort to achieve  the  highest
possible sales price and return value for the  properties.  The General  Partner
currently intends to close the bidding process by the end of November 1999.


                                 Page 14 of 21
<PAGE>


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"). GLB is not
an affiliate of the Partnership.

Pursuant to the GLB Matching Right and the right of first  refusal,  the General
Partner is required to give prompt  written notice to GLB of the price and other
terms and conditions of any offer,  received from an  unaffiliated  third party,
the  General  Partner  is  willing  to accept  to sell all or a  portion  of the
Partnership's  properties.  GLB has ten days after receipt of the  Partnership's
written  notice  to  accept or reject  the  purchase  price and other  terms and
conditions  of the sale.  If GLB  exercises  its  matching  right and  agrees to
purchase all or a portion of the Partnership's properties at the specified price
and on the other terms and  conditions,  the  Partnership  and GLB must promptly
execute a purchase agreement, which is to contain a reasonable feasibility study
period for GLB. If, on the other hand, GLB notifies the Partnership that it does
not intend to exercise its matching right or fails to respond within the ten-day
period,  then the  Partnership  has the  right to sell all or a  portion  of the
Partnership's  properties to the unaffiliated  third party buyer as set forth in
the Partnership's notice to GLB.

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,
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 of the  Partnership  with respect to
its  general  partnership  interests.   The  General  Partner  also  intends  to
distribute  in  1999  the  net  proceeds   from  the  sale  of   Perris-Ethanac,
Perris-Nuevo and the RCO Buildings.

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  consummated,  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 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.


                                 Page 15 of 21
<PAGE>


Tri-City

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.  As a result of Inland  Empire's
increasing  population and job growth,  Tri-City's office space and retail space
market  continues to improve and attract new tenants.  Management  believes that
Tri-City's  industrial  space market should  improve due to the demand for space
for both warehouse and  distribution  facilities.  Management also believes that
the overall real estate market in the Inland  Empire will remain strong  through
1999, with conditions beyond such time being less predictable.

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:

               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

RESULTS OF OPERATIONS

Revenues

Rental income decreased $130,000,  or 3%, during the nine months ended September
30, 1999,  compared to the nine months ended September 30, 1998,  primarily as a
result of the loss of rental income due to the sale of the RCO Buildings. Rental
income  increased  $41,000,  or 3%, during the three months ended  September 30,
1999,  compared  to the  three  months  ended  September  30,  1998,  due to the
increased  occupancy at One Carnegie Plaza, Two Carnegie Plaza,  Lakeside Tower,
and One Parkside.

Occupancy rates at the Tri-City properties as of September 30, 1999 and 1998
were as follows:
                                                       September 30,
                                              ------------------------------
                                                   1999                1998
                                              ---------------     ----------
       One Carnegie Plaza                           64%                 47%
       Two Carnegie Plaza                           84%                 82%
       Carnegie Business Center II                  70%                 83%
       Lakeside Tower                               97%                 85%
       Santa Fe                                    100%                100%
       One Parkside                                100%                 79%
       Bally's Health Club                         100%                100%
       Outback Steakhouse                          100%                100%


                                 Page 16 of 21
<PAGE>


As of September 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  31% of the
total rental income of the Partnership during the third quarter of 1999.

The 17  percentage  point  increase  in  occupancy  from  September  30, 1998 to
September  30, 1999 at One  Carnegie  Plaza is  attributed  to leasing of 28,171
square feet of previously vacant space to three tenants and the expansion of two
tenants to an aggregate 2,539 square feet of space.  Slightly  offsetting  these
increases in occupancy  was a decrease due to 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 two prospective  tenants to lease a
total of  approximately  28,000  square feet of space and is  negotiating  lease
renewal with an existing tenant occupying 1,149 square feet of space.

The 2  percentage  point  increase  in  occupancy  from  September  30,  1998 to
September  30,  1999 at Two  Carnegie  Plaza is  attributed  to leasing of 4,191
square feet of previously vacant space to two tenants.  Slightly offsetting this
increase in occupancy  was a decrease  due to a 1,968 square foot tenant  moving
out  upon  its  lease  expiration  in  January  1999.  Management  is  currently
negotiating  lease renewals with two existing tenants occupying a total of 7,024
square  feet of space and is  negotiating  a lease  expansion  with an  existing
tenant for 1,084 square feet of space.

The 13  percentage  point  decrease  in  occupancy  from  September  30, 1998 to
September 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 foot suite.  Slightly  offsetting  these  decreases in
occupancy  was an increase  due to the leasing of an  aggregate  of 5,784 square
feet of previously  vacant space to two new tenants.  Management is currently in
negotiations with a prospective tenant to lease a 2,680 square foot suite and is
negotiating lease renewal with an existing tenant occupying 4,183 square feet of
space.

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

The 21  percentage  point  increase  in  occupancy  from  September  30, 1998 to
September 30, 1999 at One Parkside is attributed to the expansion of two tenants
to an  aggregate  18,535  square feet of space and the leasing of  approximately
3,500 square feet of previously vacant space to a new tenant.

Interest and other income increased  $500,000,  or 192%, and $192,000,  or 237%,
during the nine and three months ended September 30, 1999,  compared to the nine
and three months ended September 30, 1998, respectively,  due to: (i) the higher
average  invested cash balance  resulting  from the recent sales of real estate;
and (ii) interest  income from the promissory  notes related to the recent sales
of real estate.


                                 Page 17 of 21
<PAGE>


Expenses

Operating  expenses  remained  consistent during the nine and three months ended
September  30, 1999,  compared to the nine and three months ended  September 30,
1998.

Interest  expense  remained  consistent  during the nine and three  months ended
September  30, 1999,  compared to the nine and three months ended  September 30,
1998.

Depreciation and amortization  remained  consistent during the nine months ended
September  30,  1999,  compared to the nine months  ended  September  30,  1998.
Depreciation and amortization increased $47,000, or 11%, during the three months
ended September 30, 1999, compared to the three months ended September 30, 1998,
due to depreciation of additions to rental properties.

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

Expenses  associated  with  undeveloped  land  decreased  $185,000,  or 43%, and
$18,000,  or 16%,  during the nine and three  months ended  September  30, 1999,
compared to the nine and three months ended  September  30, 1998,  respectively,
primarily due to the reduction of property  taxes as a result of the recent land
sales.

General and administrative  expenses  decreased  $40,000,  or 4%, and $2,000, or
less than 1%,  during  the nine and  three  months  ended  September  30,  1999,
compared to the nine and three months ended September 30, 1998, primarily due to
a  decrease  in  asset  management  fees  resulting  from  the  sale  of the RCO
Buildings.

The proposed dissolution costs of $302,000 and $69,000 during the nine and three
months ended September 30, 1999 and 1998,  respectively,  represent  charges for
work performed and expenses  incurred relating to the Solicitation and the Asset
Sale and Dissolution Proposal.

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 have been necessary.

IT  Systems.  Employing  a team made up of internal  personnel  and  third-party
consultants,  Glenborough  completed an identification of IT Systems,  including
hardware  components  that  were 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 completed a testing program during 1999. In addition, the


                                 Page 18 of 21
<PAGE>


Partnership has  communicated  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 were 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
investigation,  and in accordance  with  prevailing  industry  practice has been
completed and tested.  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 has not incurred Year 2000 compliance costs that have had a material
adverse impact on its liquidity or ongoing  results of operations.  The costs of
assessment  and  remediation  of the  Property  Systems  have  been  paid by the
Partnership as an operating expense.

Risks of Year 2000 issues.  In light of the assessment and upgrading  efforts to
date,  and  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  has developed a contingency  plan for all
operations  which  addresses  the most  reasonably  likely  worst case  scenario
regarding  Year  2000  compliance.  Such a plan,  however,  recognizes  material
limitations on the ability to respond to major  regional or industrial  failures
such as power outages or communications breakdowns.




                                 Page 19 of 21
<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 20 of 21
<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:    November 15, 1999                  By:   /s/  DANIEL L. STEPHENSON
                                                 --------------------------
                                                 Daniel L. Stephenson, President

Date:    November 15, 1999         By:      /s/  DANIEL L. STEPHENSON
                                          --------------------------
                                          Daniel L. Stephenson, General Partner


                                 Page 21 of 21
<PAGE>