SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A

                                 AMENDMENT NO. 1

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

                  For the quarterly period ended March 31, 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 March 31, 1999: 96,442





                                  Page 1 of 18
<PAGE>


Rancon  Realty Fund V, a  California  Limited  Partnership  (the  "Registrant"),
hereby (i) amends certain information in Note 3 of the Notes to the Consolidated
Financial  Statements in Item 1 of Part I of the Registrant's  Form 10-Q for its
quarter ended March 31, 1999 (the "March 10-Q"), (ii) amends the first paragraph
after  the  caption  "General  Matters"  in  Item  2 of  Part  I,  "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
March 10-Q, and (iii) restates Items 1 and 2 of Part I in their entirety.




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)

                                                                                 March 31,           December 31,
                                                                                    1999                1998
                                                                                (Unaudited)           (Audited)
                                                                               ---------------     ----------------
<S>                                                                            <C>                 <C>
Assets
Investments in real estate:
     Rental property, net of accumulated depreciation of
       $17,037 and $16,666 at March 31, 1999 and December
       31, 1998, respectively                                                  $      28,470       $      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                                                31,174              35,841
                                                                               -------------       -------------

     Cash and cash equivalents                                                        11,146               3,073
     Pledged cash                                                                         --                 353
     Accounts receivable                                                               1,214               1,239
     Notes receivable                                                                  6,190                  --
     Deferred financing costs and other fees, net of
       accumulated amortization of $2,090 and $2,259
       at March 31, 1999 and December 31, 1998, respectively                             923                 998
     Prepaid expenses and other assets                                                   565               6,121
                                                                               -------------       -------------

       Total assets                                                            $      51,212       $      47,625
                                                                               =============       =============
</TABLE>










                                                  - continued -


                                  Page 2 of 18
<PAGE>


<TABLE>
<CAPTION>

                                              RANCON REALTY FUND V,
                                         A CALIFORNIA LIMITED PARTNERSHIP

                                     Consolidated Balance Sheets - continued
                                       (in thousands, except unit amounts)

                                                                                 March 31,           December 31,
                                                                                    1999                1998
                                                                                (Unaudited)           (Audited)
                                                                               ---------------     ----------------


<S>                                                                            <C>                 <C>
Liabilities and Partners' Equity (Deficit)
Liabilities:
     Notes payable                                                             $      13,461       $      13,508
     Accounts payable and other liabilities                                              331                 230
     Deferred income                                                                   3,750                  --
                                                                               -------------       -------------
       Total liabilities                                                              17,542              13,738
                                                                               -------------       -------------

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

Partners' equity (deficit):
     General partners                                                                   (973)               (971)
     Limited partners, 96,442 and 96,444 limited partnership
       units outstanding at March 31, 1999 and December 31,
       1998, respectively                                                             34,643              34,858
                                                                               -------------       -------------
         Total partners' equity                                                       33,670              33,887
                                                                               -------------       -------------

       Total liabilities and partners' equity                                  $      51,212       $      47,625
                                                                               =============       =============
</TABLE>





















                                 See accompanying notes to financial statements.


                                  Page 3 of 18
<PAGE>


<TABLE>
<CAPTION>

                                    RANCON REALTY FUND V,
                              A CALIFORNIA LIMITED PARTNERSHIP

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


                                                                 Three months ended
                                                                      March 31,
                                                           ---------------------------------
                                                                1999               1998
                                                           ---------------     -------------
<S>                                                        <C>                 <C>
Revenues:
      Rental income                                        $       1,578       $      1,657
      Interest and other income                                      205                 97
                                                           -------------       ------------
        Total revenues                                             1,783              1,754
                                                           -------------       ------------

Expenses:
      Operating                                                      796                749
      Interest expense                                               318                322
      Depreciation and amortization                                  424                484
      Loss on sale of real estate                                      6                 --
      Expenses associated with undeveloped land                      117                156
      General and administrative                                     299                297
      Proposed dissolution costs                                      39                 22
                                                           -------------       ------------
        Total expenses                                             1,999              2,030
                                                           -------------       ------------

Net loss                                                   $       (216)       $      (276)
                                                           =============       ============

Net loss per limited partnership unit                      $      (2.22)       $     (2.82)
                                                           =============       ============

Weighted average number of limited  partnership units
      outstanding during each period used to compute
      net loss per limited partnership unit                       96,443             96,710
                                                           =============       ============
</TABLE>












                       See accompanying notes to financial statements.



                                  Page 4 of 18
<PAGE>



                              RANCON REALTY FUND V,
                        A CALIFORNIA LIMITED PARTNERSHIP

              Consolidated Statement of Partners' Equity (Deficit)
                    For the three months ended March 31, 1999
                                 (in thousands)


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

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

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

Net loss                                        (2)         (214)        (216)
                                         ---------     ---------   ----------

Balance at March 31, 1999                $    (973)    $  34,643   $   33,670
                                         =========     =========   ==========
































                 See accompanying notes to financial statements.



                                  Page 5 of 18
<PAGE>


<TABLE>
<CAPTION>

                                              RANCON REALTY FUND V,
                                         A CALIFORNIA LIMITED PARTNERSHIP

                                      Consolidated Statements of Cash Flows
                                                  (in thousands)


                                                                                     Three months ended
                                                                                         March 31,
                                                                           -------------------------------------
                                                                                1999                    1998
                                                                           ----------------        -------------
<S>                                                                        <C>                     <C>
Cash flows from operating activities:
     Net loss                                                              $        (216)          $       (276)
     Adjustments to reconcile net loss to net
       cash provided by (used for) operating activities:
         Loss on sale of real estate                                                   6                     --
         Depreciation and amortization                                               424                    484
         Amortization of loan fees, included in
           interest expense                                                           14                     13
         Changes in certain assets and liabilities:
           Accounts receivable                                                        25                      8
           Notes receivable                                                           --                     10
           Deferred financing costs and other fees                                     2                    (23)
           Prepaid expenses and other assets                                       5,556                    (67)
           Accounts payable and accrued expenses                                     101                   (161)
                                                                           -------------           ------------

           Net cash provided by (used for) operating activities                    5,912                    (12)
                                                                           -------------           ------------

Cash flows from investing activities:
     Net proceeds from sales of real estate                                        2,121                     --
     Additions to real estate investments                                           (265)                   (45)
     Funds released from pledged cash                                                353                     --
                                                                           -------------           ------------

           Net cash provided by (used for) investing activities                    2,209                    (45)
                                                                           -------------           ------------

Cash flows from financing activities:
     Notes payable principal payments                                                (47)                   (38)
     Retirement of limited partnership units                                          (1)                   (56)
                                                                           --------------          ------------

           Net cash used for financing activities                                    (48)                   (94)
                                                                           --------------          ------------

Net increase (decrease) in cash and cash equivalents                               8,073                   (151)

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

Cash and cash equivalents at end of period                                 $      11,146           $      4,210
                                                                           =============           ============

Supplemental disclosure of cash flow information:
       Cash paid for interest                                              $         305           $         280
                                                                           =============           =============
</TABLE>




                                 See accompanying notes to financial statements.




                                  Page 6 of 18
<PAGE>


                              RANCON REALTY FUND V,
                        A CALIFORNIA LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements

                                 March 31, 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  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 March
31, 1999 and December 31, 1998,  and the related  statements of  operations  and
cash flows for the three months ended March 31, 1999 and 1998.

Proposed Asset Sale and  Dissolution - The General  Partner  currently  plans to
seek the Limited Partners'  consent to sell all of the  Partnership's  remaining
properties  and  liquidate the  Partnership  and has filed  preliminary  consent
solicitation materials with the United States Securities and Exchange Commission
(the  "Commission") with the goal of mailing consent  solicitation  materials to
the Limited Partners in the quarter ending June 30, 1999. Assuming a proposal to
sell all of the Partnership's remaining properties and liquidate the Partnership
is  submitted  to and  approved by the  Limited  Partners,  the General  Partner
currently intends to sell all of the Partnership's remaining properties in 1999,
distribute  the  proceeds  and  liquidate  the  Partnership  after  all  of  the
properties are sold and the cash proceeds  thereof  received,  which the General
Partner  does not expect to occur prior to 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
remaining properties. If the Limited Partners consent to the Partnership selling
all of its  remaining  properties  and then  liquidating,  the  General  Partner
currently  intends to offer the Partnership's  remaining  properties for sale by
soliciting bids from various potential purchasers.

If a proposal for the sale of the  Partnership's  properties and  liquidation of
the  Partnership  is submitted to the Limited  Partners,  but not approved,  the
Partnership  currently intends to 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.

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
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  account  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.


                                  Page 7 of 18
<PAGE>


                             RANCON REALTY FUND V,
                        A CALIFORNIA LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements

                                 March 31, 1999
                                   (Unaudited)

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
Unitholder'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  Matters - 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.

Basis of Accounting - The accompanying  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.


                                  Page 8 of 18
<PAGE>


                             RANCON REALTY FUND V,
                        A CALIFORNIA LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements

                                 March 31, 1999
                                   (Unaudited)

The  consent  of the  partners  to a proposal  to sell all of the  Partnership's
remaining   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 $9,299,000 at March 31, 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  Partnership  considers  all assets owned by RRF V,
Inc. and RRF V Tri-City to be owned by the Partnership.

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  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 March 31, 1999  consolidated
statement of operations. The sale generated net proceeds of $446,000, which were
added to the Partnership's cash reserves.


                                  Page 9 of 18
<PAGE>


                             RANCON REALTY FUND V,
                        A CALIFORNIA LIMITED PARTNERSHIP

                   Notes to Consolidated Financial Statements

                                 March 31, 1999
                                   (Unaudited)

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 generated
net proceeds of $1,562,000, which were added to 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 $3,307,000 gain on the sale
until collection of the note is assured.

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.

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 March 31, 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.  Since the circumstances under which these commissions would be payable
are limited, the liability has not been recognized in the accompanying financial
statements; however, the amount will be recorded when and if it becomes payable.









                                 Page 10 of 18
<PAGE>


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



LIQUIDITY AND CAPITAL RESOURCES

At March 31, 1999, the Partnership had cash of $11,146,000. The remainder of the
Partnership's  assets consists  primarily of its net investments in real estate,
totaling   approximately   $31,174,000  which  includes  $28,470,000  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 Item 1, the  General  Partner  currently  plans  to seek  the  Limited
Partners'  consent to sell all of the  Partnership's  remaining  properties  and
liquidate  the  Partnership,  and has  filed  preliminary  consent  solicitation
materials  with the  United  States  Securities  and  Exchange  Commission  (the
"Commission")  with the goal of mailing  consent  solicitation  materials to the
Limited  Partners in the quarter  ending June 30,  1999.  Assuming a proposal to
sell all of the Partnership's remaining properties and liquidate the Partnership
is  submitted  to and  approved by the  Limited  Partners,  the General  Partner
currently intends to sell all of the Partnership's remaining properties in 1999,
distribute  the  proceeds  and  liquidate  the  Partnership  after  all  of  the
properties are sold and the cash proceeds  thereof  received,  which the General
Partner  does not expect to occur prior to 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
remaining properties. If the Limited Partners consent to the Partnership selling
all of its  remaining  properties  and then  liquidating,  the  General  Partner
currently  intends to offer the Partnership's  remaining  properties for sale by
soliciting bids from various potential purchasers.

If a proposal for the sale of the  Partnership's  properties and  liquidation of
the  Partnership  is submitted to the Limited  Partners,  but not approved,  the
Partnership  currently intends to 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.

The  discussion  above  contains   forward-looking   statements   regarding  the
Partnership's plans, goals and expectations,  including statements regarding the
Partnership's estimate of the timing of the sale of the Partnership's  remaining
properties, the distribution of proceeds and the liquidation of the Partnership.
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. The General
Partners' 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  regulatory  approval  will be  obtained,  if and  when  consent
solicitation  materials will be mailed to Limited Partners,  that a proposal for
the sale of all of the Partnership's remaining properties and liquidation of the
Partnership  will be approved,  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  remaining properties,  the distribution of proceeds,  and the
liquidation  of  the   Partnership   are  subject  to  various  and  significant
uncertainties,  many of which are beyond  the


                                 Page 11 of 18
<PAGE>


Partnership's  control  and  which  could  delay  any sale of the  Partnership's
remaining  properties,  liquidation  of the  Partnership,  and  distribution  of
proceeds  significantly  beyond the time  periods  estimated  above.  Among such
uncertainties are the date when any consent solicitation materials are mailed to
the Limited Partners,  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  consist  of cash
provided by its rental activities.  Other sources of funds may include permanent
financing,  property sales,  interest income from  certificates of deposit,  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.

All of the Partnership's assets are located in 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.  The Partnership's Tri City "Class A" office
buildings  such as One Parkside and Lakeside  Tower  experienced  strong leasing
activity  over the past two  quarters.  Tri City's  retail  space  continued  to
experience strong leasing activity during the first quarter ended March 31, 1999
even  though the retail  sector in general  has been  adversely  affected by the
presence of outlet  retailers.  The market for  industrial  space  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 remains strong through 1999, with conditions  beyond such time
being less predictable.

Tri-City

The  Partnership  currently  owns the  following  eight  properties  in Tri-City
Corporate Center:

                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

The  Partnership  also owns  approximately  14 acres of  unimproved  land in the
Tri-City area.

General Matters

The  $3,970,000 or 100% decrease in rental  property held for sale 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  $3,307,000 and took back a $5,715,000 note receivable secured
by the RCO  Buildings.  The note bears  interest  of 8% per annum and matures on
March 1, 2000 with 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.


                                 Page 12 of 18
<PAGE>


The $597,000 or 100%  decrease in land held for sale at March 31, 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 sales proceeds totaling
$559,000 and took back a $475,000 note  receivable  secured by the  Perris-Nuevo
land. The note bears interest at 6% per annum and is due on November 15, 1999.

The  $353,000  or 100 % decrease in pledged  cash at March 31, 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  $5,556,000  or 91%  decrease  in prepaid  expenses  and other  assets  from
December 31, 1998 to March 31, 1999 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
year-end.

The $3,750,000  deferred  income at March 31, 1999 resulted from the deferral of
recognition of the gain on sales of the Perris-Nuevo land and the RCO Buildings.

Management  believes  that the  Partnership's  cash  balance  at March 31,  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   remaining   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  $79,000 or 5% for the three months ended March 31, 1999
compared to the three months ended March 31, 1998,  due primarily to the loss of
rental income from the sale of the RCO Buildings. This decrease is offset by the
increased occupancy at One Parkside and Lakeside Tower.


                                 Page 13 of 18
<PAGE>


Occupancy rates  at  the Partnership's Tri-City properties as of March 31, 1999
and 1998 were as follows:
                                                      March 31,
                                          --------------------------------
                                               1999                1998
                                          ---------------     ------------

    One Carnegie Plaza                          50%                 57%
    Two Carnegie Plaza                          79%                 82%
    Carnegie Business Center II                 74%                 74%
    Lakeside Tower                              93%                 85%
    Santa Fe                                   100%                100%
    One Parkside                                84%                 66%
    Bally's Health Club                        100%                100%
    Outback Steakhouse                         100%                100%

As of March 31, 1999, tenants at the Tri-City occupying  substantial portions of
leased rental space included: (i) Atchison, Topeka and Santa Fe Railway Company;
(ii) Sterling  Software;  (iii) Chicago Title; and (iv) Holiday Spa Health Club.
These four tenants, in the aggregate, occupied approximately 118,681 square feet
of the  478,000  total  leasable  square  feet at  Tri-City  and  accounted  for
approximately  31% of the total  rental  income for the  Partnership  during the
first quarter of 1999.

The seven  percentage  point  decrease in occupancy from March 31, 1998 to March
31, 1999 at One Carnegie Plaza is the result of three tenants,  occupying  7,570
square  feet  of  space  in the  aggregate,  vacating  their  space  upon  their
respective lease terminations.

The eight  percentage  point  increase in occupancy from March 31, 1998 to March
31, 1999 at Lakeside Tower is attributed to the leasing of 14,917 square feet of
space to four new tenants.

The eighteen percentage point increase in occupancy from March 31, 1998 to March
31, 1999 at One Parkside is  attributed  to the leasing of 11,119 square feet of
space to two new tenants.

Interest and other income increased  $108,000 or 111% for the three months ended
March 31, 1999  compared to the three months ended March 31, 1998 as a result of
the  increase in interest  income on the higher  average  invested  cash balance
resulting from the recent sales of real estate.

Expenses

Operating  expenses increased $47,000 or 6% for the three months ended March 31,
1999,  compared  to the three  months  ended  March 31,  1998.  The  increase in
operating  expenses is largely due to the  increase in occupancy at One Parkside
and Lakeside Tower. Also contributing to the increase is: (i) 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;
(ii) the payment of tax appeal fees in February 1999; and (iii) general  repairs
at Lakeside  Tower.  These  sources of  increases  are offset by the decrease in
property operating expenses attributable to the sale of RCO Buildings.

Depreciation  and  amortization  decreased  $60,000 or 12% for the three  months
ended March 31, 1999 compared to the three months ended March 31, 1998 primarily
due to the elimination of depreciation and amortization  associated with the RCO
Buildings. The March 31, 1999 loss on sale of real estate resulted from the sale
of the Perris-Ethanac land.


                                 Page 14 of 18
<PAGE>


Expenses associated with undeveloped land decreased $39,000 or 25% for the three
months  ended March 31, 1999  compared to the three  months ended March 31, 1998
primarily due to the reduction of property  taxes as a result of the recent land
sales.

General and  administrative  expenses  remained  consistent for the three months
ended March 31, 1999 compared to the three months ended March 31,1998.

The proposed  dissolution  costs of $39,000 and $22,000  during the three months
ended  March  31,  1999  and  1998,  respectively,  represent  charges  for work
performed and expenses  incurred while exploring the possibilities of having the
Partnership sell of all of its properties and then to liquidate, and preparation
of preliminary  proxy  materials in the quarter ended March 31, 1999. See Item 1
of Part I for further details.

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
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


                                 Page 15 of 18
<PAGE>


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 16 of 18
<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

                  None.

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:

                  On January 14, 1999,  the  Partnership  filed a report on Form
                  8-K reporting  under Item 2 thereof the sale of the 38.5 acres
                  of  unimproved  land in Rancon  Centre  Ontario and  including
                  under Item 7 thereof  certain pro forma  financial  statements
                  with respect thereto. On March 30, 1999, the Partnership filed
                  Amendment  No. 1 on Form  8-K/A  to such  Form  8-K.  The Form
                  8-K/A: (i) amends Item 7 of the Form 8-K to incorporate  notes
                  to the pro forma  financial  statements  and amend certain pro
                  forma adjustments; and (ii) restates Items 2 and 7 of the Form
                  8-K in their entirety.

                  On February 12, 1999, the  Partnership  filed a report on Form
                  8-K  reporting  under  Item 2 thereof  the sales of the Rancon
                  Centre  Ontario  Buildings,  the  Perris-Nuevo  land  and  the
                  Perris-Ethanac land and including under Item 7 thereof certain
                  pro forma financial statements with respect thereto (including
                  the sale of the 38.5 acres of unimproved land in Rancon Centre
                  Ontario).





                                 Page 17 of 18
<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:    June 1, 1999                    By:   /s/  DANIEL L. STEPHENSON
                                               --------------------------
                                               Daniel L. Stephenson, President

Date:    June 1, 1999              By:     /s/  DANIEL L. STEPHENSON
                                          --------------------------
                                          Daniel L. Stephenson, General Partner



                                 Page 18 of 18
<PAGE>