JMB INCOME PROPERTIES LTD V, 10-K405, 1999-03-29

JMB INCOME PROPERTIES LTD V
10-K405, 1999-03-29
OPERATORS OF NONRESIDENTIAL BUILDINGS

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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

For the fiscal year
ended December 31, 1998 Commission file number 0-8716

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

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

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

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

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

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

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

LIMITED PARTNERSHIP INTERESTS
(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ X ] No [ ]

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

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

Documents incorporated by reference: None

<PAGE>

TABLE OF CONTENTS

Page
----
PART I

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

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

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

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

PART II

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

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

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

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

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

Item 9. Changes in and Disagreements
with Accountants on Accounting and
Financial Disclosure . . . . . . . . . . . . . . 41

PART III

Item 10. Directors and Executive Officers
of the Partnership . . . . . . . . . . . . . . . 41

Item 11. Executive Compensation . . . . . . . . . . . . . 44

Item 12. Security Ownership of Certain
Beneficial Owners and Management . . . . . . . . 45

Item 13. Certain Relationships and
Related Transactions . . . . . . . . . . . . . . 50

PART IV

Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K. . . . . . . . . . . . . 50

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . 52

<PAGE>

PART I

ITEM 1. BUSINESS

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

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

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

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

<PAGE>

<TABLE>
<CAPTION>
SALE OR DISPOSITION
DATE OR IF OWNED
AT DECEMBER 31, 1998,
NAME, TYPE OF PROPERTY DATE OF ORIGINAL INVESTED
AND LOCATION SIZE PURCHASE CAPITAL PERCENTAGE (a) TYPE OF OWNERSHIP
- ---------------------- ---------- -------- ---------------------- ---------------------
<S> <C> <C> <C> <C>
1. Wachovia Bank
Building
and Phillips
Building
office buildings
Winston-Salem,
North Carolina . . . 692,000 1-31-77 27% fee ownership of land and
sq.ft. improvements (through joint
n.r.a. venture partnership)
(b) (c) (d) (e)
2. Bristol Mall
shopping center
Bristol, Virginia. . 488,000 8-31-77 17% fee ownership of land and
sq.ft. (sold 2-17-99)improvements (b) (d) (e)
g.l.a.
3. Catawba Mall
shopping center
Hickory,
North Carolina . . . 260,500 1-30-78 sold 9-26-83 fee ownership of improve-
sq.ft. reacquired 8-8-89 ments and ground leasehold
g.l.a. sold 5-23-91 interest in land
4. Five Points Plaza
shopping center
Valdosta, Georgia. . 178,000 1-30-78 6-16-86 fee ownership of land and
sq.ft. improvements
g.l.a.
5. Northcross Mall
shopping center
Austin, Texas. . . . 289,000 1-31-78 2-18-88 fee ownership of land and
sq.ft. improvements (through
g.l.a. joint venture partnership)
6. South DeKalb Mall
shopping center
Decatur, Georgia . . 326,000 7-28-78 6-30-86 fee ownership of land and
sq.ft. improvements (through
g.l.a. joint venture partnership)
7. Edgewater
shopping center
Foster City,
California . . . . . 114,000 9-22-78 3-31-86 fee ownership of land and
sq.ft. improvements (through
g.l.a. joint venture partnership)

<PAGE>

SALE OR DISPOSITION
DATE OR IF OWNED
AT DECEMBER 31, 1998,
NAME, TYPE OF PROPERTY DATE OF ORIGINAL INVESTED
AND LOCATION SIZE PURCHASE CAPITAL PERCENTAGE (a) TYPE OF OWNERSHIP
- ---------------------- ---------- -------- ---------------------- ---------------------

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

<PAGE>

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

(a) The computation of this percentage for properties held at
December 31, 1998 does not include amounts invested from sources other than
the original net proceeds of the public offering as described above and in
Item 7.

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

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

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

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

</TABLE>

<PAGE>

The Partnership's real property investments are subject to competition
from similar types of properties (including, in certain areas, properties
owned by affiliates of the General Partners) in the respective vicinities
in which they are located. Such competition is generally for the retention
of existing tenants. Additionally, the Partnership is in competition for
new tenants in markets where significant vacancies are present. Reference
is made to Item 7 below for a discussion of competitive conditions and
capital improvement plans of the Partnership and certain of its significant
investment properties. Approximate occupancy levels for the properties are
set forth in the table in Item 2 below to which reference is hereby made.
The Partnership maintains the suitability and competitiveness of its
properties in its markets primarily on the basis of effective rents, tenant
allowances and service provided to tenants. In the opinion of the Managing
General Partner of the Partnership, all of the investment properties held
at December 31, 1998 are adequately insured.

On February 17, 1999, the Partnership sold the land, building and
related improvements of the Bristol Mall. Reference is made to the Notes
for a further description of the transaction.

Reference is made to the Notes for a schedule of minimum lease
payments to be received in each of the next five years, and in the
aggregate thereafter, under leases in effect at the Partnership's
properties as of December 31, 1998.

The Partnership has no employees.

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

ITEM 2. PROPERTIES

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

The following is a listing of principal businesses or occupations
carried on in and approximate occupancy levels by quarter during fiscal
years 1998 and 1997 for the Partnership's investment properties owned
during 1998:

<PAGE>

<TABLE>
<CAPTION>
1997 1998
------------------------- -------------------------
Principal At At At At At At At At
Business 3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
---------- ---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. Wachovia Bank Building
and Phillips Building
Winston-Salem,
North Carolina . . . . . . Banking 63% 65% 70% 72% 73% 75% 61% 56%

2. Bristol Mall
Bristol, Virginia. . . . . Retail (A) 85% 84% 89% 89% 88% 88% 88% 87%

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

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

(A) Subsequent to the end of the year, the property was sold. Reference is made to the Notes for a further
description of such event.

</TABLE>

<PAGE>

ITEM 3. LEGAL PROCEEDINGS

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

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

There were no matters submitted to a vote of security holders during
fiscal years 1997 and 1998.

PART II

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

As of December 31, 1998, there were 3,109 record holders of Interests
of the Partnership. There is no public market for Interests and it is not
anticipated that a public market for Interests will develop. Upon request,
the Managing General Partner may provide information relating to a
prospective transfer of Interests to an investor desiring to transfer his
Interests. The price to be paid for the Interests, as well as any other
economic aspects of the transaction, will be subject to negotiation by the
Investor. There are certain conditions and restrictions on the transfer of
Interests, including, among other things, the requirement that the
substitution of a transferee of Interests as a Limited Partner of the
Partnership be subject to the written consent of the Managing General
Partner, which, may be granted or withheld in its sole and absolute
discretion. The rights of a transferee of Interests who does not become a
substituted Limited Partner will be limited to the rights to receive his
share of profits or losses and cash distributions from the Partnership, and
such transferee will not be entitled to vote such Interests or have other
rights of a Limited Partner. No transfer will be effective until the first
day of the next succeeding calendar quarter after the requisite transfer
form satisfactory to the Managing General Partner has been received by the
Managing General Partner. The transferee consequently will not be entitled
to receive any cash distributions or any allocable share of profits or
losses for tax purposes until such next succeeding calendar quarter.
Profits or losses from operations of the Partnership for a calendar year in
which a transfer occurs will be allocated between the transferor and the
transferee based upon the number of quarterly periods in which each was
recognized as the holder of the Interests, without regard to the results of
the Partnership's operations during particular quarterly periods and
without regard to whether cash distributions were made to the transferor or
transferee. Profits or losses arising from the sale or other disposition
of Partnership properties will be allocated to the recognized holder of the
Interests as of the last day of the quarter in which the Partnership
recognized such profits or losses. Cash distributions to a holder of
Interests arising from the sale or other disposition of Partnership
properties will be distributed to the recognized holder of the Interests as
of the last day of the quarterly period with respect to which such
distribution is made.

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

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

<PAGE>

<TABLE>
ITEM 6. SELECTED FINANCIAL DATA

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

DECEMBER 31, 1998, 1997, 1996, 1995 AND 1994
(NOT COVERED BY INDEPENDENT AUDITORS' REPORT)

<CAPTION>
1998 1997 1996 1995 1994
----------- ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Total income . . . . . . . $11,306,958 10,428,313 9,872,882 11,164,462 11,361,173
=========== =========== ========== ========== ==========
Earnings (loss) before
gain on sale or disposi-
tion of investment
property. . . . . . . . . . $ 2,615,329 1,218,375 804,839 1,313,875 1,188,760
Gain on sale or disposi-
tion of investment
property. . . . . . . . . . -- -- -- -- 1,984,734
----------- ----------- ---------- ---------- ----------
Net earnings (loss). . . . . $ 2,615,329 1,218,375 804,839 1,313,875 3,173,494
=========== =========== ========== ========== ==========
Net earnings (loss) per
Limited Partner
Interest (b):
Earnings (loss) before
gain on sale or
disposition of
investment
property. . . . . . . . $ 65.88 30.69 20.28 33.10 29.95
Gain on sale or dis-
position of invest-
ment property . . . . . -- -- -- -- 51.03
----------- ----------- ---------- ---------- ----------
Net earnings
(loss). . . . . . . . . $ 65.88 30.69 20.28 33.10 80.98
=========== =========== ========== ========== ==========
Total assets . . . . . . . . $32,600,089 32,327,478 30,258,324 26,729,695 25,048,902
Long-term debt . . . . . . . $23,219,926 24,118,537 24,939,477 5,880,735 26,426,311
Cash distributions per
Limited Partner
Interest (c). . . . . . . . $ 3.03 1.71 .99 1.67 1.71
=========== =========== ========== ========== ==========

<PAGE>

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

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

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

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

</TABLE>

<PAGE>

<TABLE>

SIGNIFICANT PROPERTY - SELECTED RENTAL AND OPERATING DATA AS OF DECEMBER 31, 1998

Property
- --------

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

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

1994 100% 6.71
1995 100% 6.68
1996 63% 9.08
1997 72% 8.10
1998 56% 10.61
<FN>
(1) Average base rent per square foot is based on NRA occupied
as of December 31 of each year.
</TABLE>
<TABLE>
<CAPTION>
Base Rent Scheduled Lease Lease
b) Significant Tenants Square Feet Per Annum Expiration Date Renewal Option(s)
------------------- ----------- --------- --------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Wachovia Bank and
Trust Company-
Wachovia Bank
Building (Bank) 95,446 $1,274,021 Various,
during
1999 N/A
Phillips Building
(Bank) 268,708 1,556,159 2/2002 N/A

</TABLE>

<PAGE>

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

Annualized Percent of
Number of Approx. Total Base Rent Total 1998
Year Ending Expiring NRA of Expiring of Expiring Base Rent
December 31, Leases Leases (1) Leases Expiring
------------ --------- --------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
1999 6 118,293 1,498,776 36%
2000 1 1,360 12,569 --
2001 1 5,760 72,000 2%
2002 1 268,708 1,556,159 37%
2003 -- -- -- --
2004 -- -- -- --
2005 -- -- -- --
2006 -- -- -- --
2007 -- -- -- --
2008 -- -- -- --
<FN>

(1) Excludes leases that expire in 1999 for which
renewal leases or leases with replacement tenants
have been executed as of March 12, 1999.
</TABLE>

<PAGE>

Property
- --------

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

GLA Avg. Base Rent Per
December 31, Occupancy Rate Square Foot (1)
------------ -------------- ------------------
<S> <C> <C> <C> <C>
1994. . . . . . 82% 5.05
1995. . . . . . 83% 5.05
1996. . . . . . 80% 5.20
1997. . . . . . 89% 4.54
1998. . . . . . 87% 5.31
<FN>
(1) Average base rent per square foot is based on GLA occupied
as of December 31 of each year.
</TABLE>
<TABLE>
<CAPTION>
Base Rent Scheduled Lease Lease
b) Significant Tenants Square Feet Per Annum Expiration Date Renewal Option(s)
------------------- ----------- --------- --------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Parks Belk 83,030 186,822 7/2004 N/A
(Department Store)
Sears 93,750 109,999 7/2004 4-5 year
(Department Store) options
Proffitt's 46,230 122,510 7/2004 N/A
(Department Store)
J.C. Penney
(Department Store) 86,240 366,520 9/2012 7-5 year
options
</TABLE>

<PAGE>

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

Annualized Percent of
Number of Approx. Total Base Rent Total 1998
Year Ending Expiring GLA of Expiring of Expiring Base Rent
December 31, Leases Leases (1) Leases Expiring
------------ --------- --------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
1999 8 21,977 173,693 8%
2000 11 19,368 360,476 16%
2001 2 18,612 141,098 6%
2002 3 5,742 101,660 5%
2003 2 5,287 86,018 4%
2004 7 242,283 623,652 28%
2005 5 13,084 235,695 11%
2006 1 1,438 45,000 2%
2007 -- -- -- --
2008 1 1,273 14,000 1%
<FN>
(1) Excludes leases that expire in 1999 for which
renewal leases or leases with replacement tenants
have been executed as of January 5, 1999.
</TABLE>

<PAGE>

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

LIQUIDITY AND CAPITAL RESOURCES

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

The board of directors of JMB Realty Corporation ("JMB") the managing
general partner of the Partnership, has established a special committee
(the "Special Committee") consisting of certain directors of JMB to deal
with all matters relating to tender offers for Interests in the
Partnership, including any and all responses to such tender offers. The
Special Committee has retained independent counsel to advise it in
connection with any potential tender offers for Interests and has retained
Lehman Brothers Inc. as financial advisor to assist the Special Committee
in evaluating and responding to these and any additional potential tender
offers for Interests.

During 1997 and 1998, some of the Limited Partners in the Partnership
received from unaffiliated third parties unsolicited tender offers to
purchase up to 4.9% of the Interests in the Partnership at prices ranging
from between $140 and $170 per Interest. The Partnership recommended
against acceptance of these offers on the basis that, among other things,
the offer prices were inadequate. All such offers have expired. As of the
date of this report, the Partnership is aware that 16.56% of the Interests
in the Partnership have been purchased by such unaffiliated third parties
either pursuant to such tender offers or through negotiated purchases. In
addition, it is possible that other offers for Interests may be made by
unaffiliated third parties in the future, although there is no assurance
that any other third party will commence an offer for Interests, the terms
of any such offer or whether any such offer, if made, will be consummated,
amended or withdrawn.

At December 31, 1998, the Partnership and its consolidated venture had
cash and cash equivalents of approximately $5,860,000. Such funds are
available for distributions to partners, the potential purchase of the
venture partner's interest in the Wachovia Venture, and working capital
requirements. In June 1998, the Partnership repaid $2,000,000 of the JC
Penney construction loan related to the Bristol Mall. The Partnership and
its consolidated venture do not expect to spend other than nominal amounts
in 1999 for tenant improvements and other capital requirements as the
Bristol Mall, the Partnership's only remaining source of liquidity, was
sold in February 1999. Due to the re-leasing issues, the Wachovia Bank
Building and Phillips Building is not expected to be a source of future
liquidity. In such regard, reference is made to the Partnership's property
specific discussions below. The Partnership's and its venture's mortgage
obligations are separate non-recourse loans secured individually by the
investment properties and are not obligations of the entire investment
portfolio, and therefore, the Partnership and its venture are not
personally liable for the payment of the mortgage indebtedness.

The Partnership has suspended regular quarterly distributions of
available operating cash flow to partners.

The General Partners and their affiliates have deferred payment of
certain property management and leasing fees of approximately $1,510,000
(approximately $39 per interest) as of December 31, 1998 pursuant to the
Wachovia agreement with its venture partner (as more fully discussed in the
Notes). However, it is unlikely that the General Partners and their
affiliates will be reimbursed for such fees.

<PAGE>

BRISTOL MALL

On February 17, 1999, the Partnership sold the land, building and
related improvements of the Bristol Mall for $24,577,000. Reference is
made to the Notes for a further description of such transaction.

WACHOVIA BANK BUILDING AND PHILLIPS BUILDING

Occupancy at the Wachovia Bank Building and Phillips Building was 56%
at the end of 1998. Prior to December 31, 1995, substantially all of the
Wachovia Bank Building was leased to one tenant, the Wachovia Bank. In
1996 and part of 1997, the Wachovia Bank retained approximately 117,000
square feet it had previously leased under the lease that expired on
December 31, 1995. Beginning in the second quarter of 1997, the Wachovia
Bank periodically approached the Partnership about leasing additional
space. This resulted in the bank leasing approximately 82,000 square feet
(approximately 9% of the buildings). In the first quarter of 1998, the
Wachovia Bank notified the Partnership that it expected to vacate all, or
substantially all of its space in the beginning of the third quarter of
1998. The Partnership expects the remaining space leased at December 31,
1998 to the Wachovia Bank (approximately 95,000 square feet) to be vacated
in 1999.

Re-leasing the vacant space in the building would likely require major
renovation to the building as well as significant tenant improvements
which, in turn, would be contingent upon the Partnership obtaining
financing for these tenant replacement costs. Unless replacement tenants
are secured on acceptable terms for the vacant space, it is unlikely that
the Partnership will commit any additional funds to the property. This may
result in the Partnership no longer having an ownership interest in the two
office buildings. This action would result in a gain for financial
reporting and Federal income tax purposes with no corresponding
distributable proceeds. Additionally, the Partnership could be required to
remit to the state tax authorities withholding for taxes due as a result of
this action. This withholding amount is currently estimated to be
approximately $650,000.

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

The Partnership's venture partner had agreed to contribute
$10,700,000, before applicable interest, to the venture pursuant to a
payment schedule from the closing date through August 1, 1996, when it
would owe the balance of its obligation (approximately $7,600,000). The
venture partner has continued to make contributions based on the old
payment schedule rather than making the balloon payment in August 1996 as
required. As a result, the venture partner is currently approximately
$7,250,000 in arrears for such contributions as of the date of this report.

<PAGE>

accrued prior to such closing date, and the Partnership and the venture
would release the venture partner from any further liabilities under the
Partnership Agreement, including, without limitation, the aforementioned
obligation to make additional capital contributions. The Partnership
expects that it would exercise the option to purchase the venture partner's
interest immediately prior to the sale or other disposition of the property
by the venture.

The Partnership agreement was amended for fiscal year 1998. Per the
amendment profits and losses are allocated based on the ratio of
distributions to the Partners, approximately 80% to the Partnership and 20%
to the venture partners.

In January 1997, the venture distributed approximately $2,773,000 and
$2,112,000 to the Partnership and the venture partner, respectively. Such
funds did not secure the venture partner's obligations discussed above and
were related to pre-default events. Consequently, the venture could not
offset such distributions against the venture partner's unfunded capital
commitment.

GENERAL

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

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

RESULTS OF OPERATIONS

In the third quarter of 1997, the Partnership sold a small outparcel
at the Bristol Mall. The Partnership received proceeds from such sale of
approximately $70,000. The amount received was applied against the
carrying value of the land. Therefore, there is no gain or loss related to
the transaction recognized for financial reporting purposes.

The decrease in interest, rents and other receivables as of
December 31, 1998 as compared to December 31, 1997 is primarily due to the
timing of payments for rental recoveries at the Bristol Mall.

The decrease in accounts payable as of December 31, 1998 as compared
to December 31, 1997 is primarily due to the timing of payments for amounts
related to the construction of the addition and related mall enhancement at
the Bristol Mall.

The decrease in construction loan payable at December 31, 1998 as
compared to December 31, 1997 is primarily due to the Partnership prepaying
$2,000,000 on the J.C. Penney construction loan in June 1998. This amount
is partially offset by the final loan funding received in February 1998.

<PAGE>

The increase in rental income for 1998 as compared to 1997 and 1997 as
compared to 1996 is primarily due to the opening of the JC Penney store in
August 1997, an increase in charges to tenants due to an increase in
operating expenses and an increase in tenant sales resulting in additional
rental payments at the Bristol Mall. The increase is also due to an
adjustment made every five years based on the consumer price index for a
tenant at the Wachovia Bank Building and Phillips Building and an increase
in rents on short-term extensions for the major tenant. The increase in
1998 compared to 1997 is partially offset by the decrease in occupancy at
the Wachovia Bank Building.

The decrease in interest income for 1998 as compared to 1997 and 1997
as compared to 1996 is primarily due to the payment of costs related to the
addition and mall enhancement at the Bristol Mall in 1998 and 1997
resulting in lower average cash balances available for temporary
investment. Additionally, the decrease in interest income for 1998 as
compared to 1997 is due to the Partnership prepaying $2,000,000 on the
construction loan in June 1998. The decrease in interest income for 1997
as compared to 1996 is also due to the distribution of approximately
$2,112,000 of previously undistributed cash flow related to the Wachovia
Bank Building to the venture partner in 1997.

The increase in mortgage and other interest for 1998 as compared to
1997 and 1997 as compared to 1996 is due to the commencement of payment of
interest on the construction note in August 1997. This amount is partially
offset by the capitalization of interest of approximately $200,000 on
certain construction costs incurred at the Bristol Mall in 1997.

The decrease in depreciation for 1998 as compared to 1997 and 1997 as
compared to 1996 is primarily due to the Bristol Mall being classified as
held for sale at September 30, 1997 and the Wachovia Bank Building being
classified as held for sale as of July 1, 1996 and therefore not subject to
continued depreciation as of those dates.

The increase in general and administrative costs for 1997 as compared
to 1996 is primarily due to an increase in costs for the use of independent
third parties to perform certain administrative services for the
Partnership.

The decrease in venture partner's share of venture's operations for
1998 as compared to 1997 is primarily due to an amendment of the
partnership agreement which provided for less operating income of the
Wachovia Bank Building and Phillips Building to be allocated to the venture
partner.

INFLATION

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

Inflation is not expected to significantly impact future operations
due to the expected liquidation of the Partnership in the near future.
However, to the extent that inflation in future periods would have an
adverse impact on property operating expenses, the effect would generally
be offset by amounts recovered from tenants as many of the long-term leases
at the Partnership's commercial property have escalation clauses covering
increases in the cost of operating and maintaining the property as well as
real estate taxes.

<PAGE>

YEAR 2000

The Corporate General Partner has determined that it does not expect
that the consequences of the Partnership's Year 2000 issues would have a
material effect on the Partnership's business, results of operations or
financial condition.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Partnership has identified interest rate changes as a potential
market risk. However, as the Partnership's long-term debt bears interest
at a fixed rate and is due to mature subsequent to the Partnership's
expected liquidation and termination date, the Partnership does not believe
that it is exposed to market risk relating to interest rate changes.

<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

INDEX

Independent Auditors' Report

Consolidated Balance Sheets, December 31, 1998 and 1997

Consolidated Statements of Operations, years ended December 31,
1998, 1997 and 1996

Consolidated Statements of Partners' Capital Accounts (Deficits),
years ended December 31, 1998, 1997 and 1996

Consolidated Statements of Cash Flows, years ended December 31,
1998, 1997 and 1996

Notes to Consolidated Financial Statements

Schedule
--------

Consolidated Real Estate and Accumulated Depreciation III

Schedules not filed:

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

<PAGE>

INDEPENDENT AUDITORS' REPORT

The Partners
JMB INCOME PROPERTIES, LTD. - V:

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

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

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
JMB Income Properties, Ltd. - V and consolidated venture at December 31,
1998 and 1997, and the results of their operations and their cash flows for
each of the years in the three-year period ended December 31, 1998, in
conformity with generally accepted accounting principles. Also in our
opinion, the related financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth
therein.

KPMG LLP

Chicago, Illinois
March 14, 1999

<PAGE>

<TABLE>

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

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 1998 AND 1997

ASSETS
------
<CAPTION>
1998 1997
------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . $ 5,859,549 5,407,496
Interest, rents and other receivables. . . . . . . . . . . . . . . . . . 267,050 365,405
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59,954 62,341
------------ -----------
Total current assets . . . . . . . . . . . . . . . . . . . . . . 6,186,553 5,835,242
------------ -----------

Investment properties, at cost - Schedule III:

Property held for sale or disposition. . . . . . . . . . . . . . . . . . 25,944,030 25,899,374
------------ -----------

Deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 269,195 310,960
Accrued rents receivable . . . . . . . . . . . . . . . . . . . . . . . . . 200,311 281,902
------------ -----------
$ 32,600,089 32,327,478
============ ===========

<PAGE>

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

LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
1998 1997
------------ -----------
Current liabilities:
Current portion of long-term debt. . . . . . . . . . . . . . . . . . . . $ 898,612 820,940
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,792,206 2,296,187
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . 212,781 233,723
------------ -----------
Total current liabilities. . . . . . . . . . . . . . . . . . . . 2,903,599 3,350,850
Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . . . . 22,721 23,489
Construction loan payable. . . . . . . . . . . . . . . . . . . . . . . . . 2,802,626 4,513,743
Long-term debt, less current portion . . . . . . . . . . . . . . . . . . . 23,219,926 24,118,537
------------ -----------
Commitments and contingencies

Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . 28,948,872 32,006,619

Venture partner's subordinated equity in venture . . . . . . . . . . . . . 11,891,331 11,056,329

Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings . . . . . . . . . . . . . . . . . . . . . . . 1,537,012 1,458,552
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . . (3,096,315) (3,092,823)
------------ -----------
(1,558,303) (1,633,271)
------------ -----------
Limited partners (38,505 interests):
Capital contributions, net of offering costs. . . . . . . . . . . . . 34,926,505 34,926,505
Cumulative net earnings . . . . . . . . . . . . . . . . . . . . . . . 30,775,887 28,239,018
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . . (72,384,203) (72,267,722)
------------ -----------
(6,681,811) (9,102,199)
------------ -----------
Total partners' capital accounts (deficits). . . . . . . . . . . (8,240,114) (10,735,470)
------------ -----------
$ 32,600,089 32,327,478
============ ===========

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

<PAGE>

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

CONSOLIDATED STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<CAPTION>
1998 1997 1996
------------ ------------ ------------
<S> <C> <C> <C>
Income:
Rental income. . . . . . . . . . . . . . . . . . . . $ 11,046,128 10,104,269 9,389,612
Interest income. . . . . . . . . . . . . . . . . . . 260,830 324,044 483,270
------------ ------------ ------------
11,306,958 10,428,313 9,872,882
------------ ------------ ------------
Expenses:
Mortgage and other interest. . . . . . . . . . . . . 2,686,420 2,341,216 2,298,677
Depreciation . . . . . . . . . . . . . . . . . . . . -- 293,017 603,457
Property operating expenses. . . . . . . . . . . . . 4,920,180 4,969,750 4,870,418
Professional services. . . . . . . . . . . . . . . . 76,254 83,018 90,511
Amortization of deferred expenses. . . . . . . . . . 41,765 29,703 46,220
General and administrative . . . . . . . . . . . . . 130,840 134,606 99,825
------------ ------------ ------------
7,855,459 7,851,310 8,009,108
------------ ------------ ------------
3,451,499 2,577,003 1,863,774
Venture partner's share of venture's operations. . . . (836,170) (1,358,628) (1,058,935)
------------ ------------ ------------
Net earnings (loss). . . . . . . . . . . . . $ 2,615,329 1,218,375 804,839
============ ============ ============
Net earnings (loss) per limited
partnership interest: . . . . . . . . . . . $ 65.88 30.69 20.28
============ ============ ============

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

<PAGE>

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

CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS)

YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<CAPTION>
GENERAL PARTNERS LIMITED PARTNERS (38,505 INTERESTS)
-------------------------------------------------- ---------------------------------------------------
CONTRI-
BUTIONS
NET NET OF NET
CONTRI- EARNINGS CASH OFFERING EARNINGS CASH
BUTIONS (LOSS) DISTRIBUTIONS TOTAL COSTS (LOSS) DISTRIBUTIONS TOTAL
------- ---------- ------------- ----------- ----------- ---------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance
(deficits)
December 31,
1995. . . . . $1,000 1,397,856 (3,090,976) (1,692,120) 34,926,505 26,276,500 (72,163,893) (10,960,888)

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

Net earnings
(loss). . . . -- 36,551 -- 36,551 -- 1,181,824 -- 1,181,824
Cash distri-
butions
($1.71 per
limited
partnership
interest) . . -- -- (764) (764) -- -- (65,843) (65,843)
------ ---------- ---------- ---------- ---------- ---------- ----------- ----------

<PAGE>

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

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

GENERAL PARTNERS LIMITED PARTNERS (38,505 INTERESTS)
-------------------------------------------------- ---------------------------------------------------
CONTRI-
BUTIONS
NET NET OF NET
CONTRI- EARNINGS CASH OFFERING EARNINGS CASH
BUTIONS (LOSS) DISTRIBUTIONS TOTAL COSTS (LOSS) DISTRIBUTIONS TOTAL
------- ---------- ------------- ----------- ----------- ---------- ------------- -----------
Balance
(deficits)
December 31,
1997. . . . . 1,000 1,458,552 (3,092,823) (1,633,271) 34,926,505 28,239,018 (72,267,722) (9,102,199)

Net earnings
(loss). . . . -- 78,460 -- 78,460 -- 2,536,869 -- 2,536,869
Cash distri-
butions
($3.03 per
limited
partnership
interest) . . -- -- (3,492) (3,492) -- -- (116,481) (116,481)
------ ---------- ---------- ---------- ---------- ---------- ----------- ----------
Balance
(deficits)
December 31,
1998. . . . . $1,000 1,537,012 (3,096,315) (1,558,303) 34,926,505 30,775,887 (72,384,203) (6,681,811)
====== ========== ========== ========== ========== ========== =========== ==========

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

<PAGE>

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<CAPTION>
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . . . . . . . . . $ 2,615,329 1,218,375 804,839
Items not requiring (providing) cash or
cash equivalents:
Depreciation . . . . . . . . . . . . . . . . . . . . -- 293,017 603,457
Amortization of deferred expenses. . . . . . . . . . 41,765 29,703 46,220
Venture partner's share of venture's operations. . . 836,170 1,358,628 1,058,935
Rental income applied to construction
loan payable . . . . . . . . . . . . . . . . . . . (43,162) (23,561) --
Changes in:
Interest, rents and other receivables. . . . . . . . 98,355 (91,852) 10,134
Prepaid expenses . . . . . . . . . . . . . . . . . . 2,387 -- (33,920)
Accrued rents receivable . . . . . . . . . . . . . . 81,591 55,761 50,846
Accounts payable . . . . . . . . . . . . . . . . . . 131,922 37,732 172,433
Accrued interest . . . . . . . . . . . . . . . . . . (20,942) 218,540 18,250
Accrued real estate taxes. . . . . . . . . . . . . . -- (480,208) (198)
Tenant security deposits . . . . . . . . . . . . . . (768) (1,179) 752
----------- ----------- -----------
Net cash provided by (used in)
operating activities. . . . . . . . . . . . . 3,742,647 2,614,956 2,731,748
----------- ----------- -----------

<PAGE>

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

CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

1998 1997 1996
----------- ----------- -----------
Cash flows from investing activities:
Additions to investment properties, net of
related payables. . . . . . . . . . . . . . . . . . . (680,559) (8,147,986) (3,262,550)
Proceeds from sale of land parcel. . . . . . . . . . . -- 70,015 --
Escrow refunds (deposits), net . . . . . . . . . . . . -- 1,005,343 (1,005,343)
----------- ----------- -----------
Net cash provided by (used in)
investing activities. . . . . . . . . . . . . (680,559) (7,072,628) (4,267,893)
----------- ----------- -----------
Cash flows from financing activities:
Cash proceeds from construction loan . . . . . . . . . 332,045 3,070,875 1,262,281
Principal payments on construction loan. . . . . . . . (2,000,000) -- --
Principal payments on long-term debt . . . . . . . . . (820,939) (749,993) (736,841)
Refund (payment) of deferred financing fees. . . . . . -- 6,050 (288,010)
Venture partner's contributions to venture . . . . . . 829,095 829,197 829,292
Distributions to venture partner . . . . . . . . . . . (830,263) (2,941,832) (909,013)
Distributions to limited partners. . . . . . . . . . . (116,481) (65,843) (37,986)
Distributions to general partners. . . . . . . . . . . (3,492) (764) (1,083)
----------- ----------- -----------
Net cash provided by (used in)
financing activities . . . . . . . . . . . . (2,610,035) 147,690 118,640
----------- ----------- -----------
Net increase (decrease) in cash and
cash equivalents . . . . . . . . . . . . . . 452,053 (4,309,982) (1,417,505)

Cash and cash equivalents,
beginning of year. . . . . . . . . . . . . . 5,407,496 9,717,478 11,134,983
----------- ----------- -----------
Cash and cash equivalents,
end of year. . . . . . . . . . . . . . . . . $ 5,859,549 5,407,496 9,717,478
=========== =========== ===========

Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest,
net of capitalized interest. . . . . . . . . . . . . $ 2,304,677 2,175,263 2,280,427
=========== =========== ===========
Non-cash investing and financing activities:
Rental income applied to construction
loan payable . . . . . . . . . . . . . . . . . . $ 43,162 23,561 --
=========== =========== ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>

<PAGE>

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1998, 1997 AND 1996

OPERATIONS AND BASIS OF ACCOUNTING

GENERAL

The Partnership holds (directly and through a joint venture) two real
estate investments. Business activities consist of rentals to a variety of
commercial and retail companies, and the ultimate sale or disposition of
such real estate. The Partnership currently expects to conduct an orderly
liquidation of its remaining investment portfolio as quickly as practicable
and to wind up its affairs in the near future barring any unforeseen
economic developments.

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

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

Such GAAP and consolidation adjustments are not recorded on the records of
the Partnership. The net effect of these items for the years ended
December 31, 1998 and 1997 is summarized as follows:

<PAGE>

<TABLE>

<CAPTION>
1998 1997
-------------------------------------------------------------
GAAP BASIS TAX BASIS GAAP BASIS TAX BASIS
(UNAUDITED) (UNAUDITED)
------------ ----------- ------------ ----------
<S> <C> <C> <C> <C>
Total assets . . . . . . . . . . . . $32,600,089 28,757,516 32,327,478 26,888,750
Partners' capital
accounts (deficits):
General partners . . . . . . . . . (1,558,303) (980,053) (1,633,271) (1,046,400)
Limited partners . . . . . . . . . (6,681,811) 6,040,852 (9,102,199) 3,840,006
Net earnings (loss):
General partners . . . . . . . . . 78,460 69,839 36,551 49,972
Limited partners . . . . . . . . . 2,536,869 2,317,327 1,181,824 1,669,709
Net earnings (loss) per
limited partnership
interest . . . . . . . . . . . . . 65.88 60.18 30.69 43.36
=========== =========== =========== ==========

</TABLE>

<PAGE>

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

Certain reclassifications have been made to the 1996 and 1997
consolidated financial statements to conform with the 1998 presentation.

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

Statement of Financial Accounting Standards No. 95 requires the
Partnership to present a statement which classifies receipts and payments
according to whether they stem from operating, investing or financing
activities. The required information has been segregated and accumulated
according to the classifications specified in the pronouncement. The
Partnership records amounts held in U.S. Government obligations at cost,
which approximates market. For the purposes of these statements, the
Partnership's policy is to consider all such amounts held with original
maturities of three months or less ($5,556,856 and $5,002,899 at
December 31, 1998 and 1997, respectively) as cash equivalents, which
includes investments in an institutional mutual fund which holds U.S.
Government obligations, with any remaining amounts (generally with original
maturities of one year or less) reflected as short-term investments being
held to maturity.

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

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

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

The Partnership acquired, either directly or through joint ventures,
two office building complexes and nine shopping centers. Nine properties
have been sold or disposed of by the Partnership through December 31, 1998
(an additional property was sold in February 1999 as discussed below). The
remaining two properties owned at December 31, 1998 were operating. The
cost of the investment properties represents the total cost to the
Partnership or its venture plus miscellaneous acquisition costs.

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

YEARS
-----

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

<PAGE>

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

Maintenance and repair expenses are charged to operations as incurred.

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

The Partnership adopted Statement of Financial Accounting Standards
No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed of" ("SFAS 121") as required in the first
quarter of 1996. SFAS 121 requires that the Partnership record an
impairment loss on its properties to be held for investment whenever their
carrying value cannot be fully recovered through estimated undiscounted
future cash flows from their operations and sale. The amount of the
impairment loss to be recognized would be the difference between the
property's carrying value and the property's estimated fair value. The
Partnership's policy is to consider a property to be held for sale or
disposition when the Partnership has committed to a plan to sell or dispose
of such property and active marketing activity has commenced or is expected
to commence in the near term or the Partnership has concluded that it may
dispose of the property by no longer funding operating deficits or debt
service requirements of the property thus allowing the lender to realize
upon its security. In accordance with SFAS 121, any properties identified
as "held for sale or disposition" are no longer depreciated. As of
December 31, 1998, the Partnership and its consolidated venture have
previously committed to plans to sell or dispose of all of their remaining
investment properties. Accordingly, all consolidated properties have been
classified as held for sale or disposition in the accompanying consolidated
financial statements as of the respective date of such plan's adoption.
The results of operations, net of venture partner's share for these
properties were $4,586,102, $3,120,851 and $2,785,428 for the years ended
December 31, 1998, 1997 and 1996, respectively. Adjustments for impairment
loss for such properties (subsequent to the date of adoption of SFAS 121)
are made in each period as necessary to report these properties at the
lower of carrying value or fair value less costs to sell. The adoption of
SFAS 121 did not have any effect on the Partnership's liquidity.

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

VENTURE AGREEMENTS - GENERAL

The Partnership at December 31, 1998 is a party to one operating joint
venture agreement. Under certain circumstances, either pursuant to the
venture agreement or due to the Partnership's obligations as general
partner, the Partnership may be required to make additional cash
contributions to the venture.

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

<PAGE>

INVESTMENT PROPERTIES

WACHOVIA

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

The venture partner's obligation to make such payment is secured only by
its interest in the venture. In the fourth quarter of 1996, the
Partnership notified the venture partner of its default effective August
1996. The Partnership has reached an agreement in principle with the
venture partner whereby the Partnership would receive an option to purchase
the venture partner's interest in the venture for $450,000. Under the
option agreement, upon the closing of the purchase of such interest, the
venture partner would also release the Partnership and the venture from any
and all claims that the venture partner may have against the Partnership
and the venture, including, without limitation, any amounts which may have
accrued prior to such closing date, and the Partnership and the venture
would release the venture partner from any further liabilities under the
Partnership Agreement, including, without limitation, the aforementioned
obligation to make additional capital contributions. The Partnership
expects that it would exercise the option to purchase the venture partner's
interest immediately prior to the sale or other disposition of the property
by the venture.

The venture agreement had provided for certain preferred return levels
of annual cash flow to the Partnership and the venture partner with any
remaining annual cash flow allocated, in general, 65% to the Partnership
and 35% to the venture partner through December 1995. Subsequent to
December 1995, all annual cash flow is distributable 65% and 35% to the
Partnership and venture partner, respectively. For Federal income tax
purposes and financial reporting purposes, profits and losses from
operation were allocated 65% to the Partnership and 35% to the venture
partner. The Partnership agreement was amended for fiscal year 1998. Per
the amendment profits and losses from operations are allocated based on the
ratio of distributions to the partners, approximately 80% to the
Partnership and 20% to the venture partners.

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

<PAGE>

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

BRISTOL MALL

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

The cost of the construction of the anchor store, as well as the mall
enhancement was approximately $12,080,000 (including pre-development
costs). The Partnership had also budgeted for certain tenant improvement
costs (approximately $1,860,000) in connection with the mall enhancement.
However, as a result of the sale of the property discussed below, the
Partnership will not incur such costs.

The Partnership was utilizing a construction loan provided by J.C.
Penney for certain construction costs up to $4,665,200, which was fully
funded at March 31, 1998.

In August 1997, the J.C. Penney store opened and commenced operations
at the mall, and the mall enhancement was completed.

The construction loan (prior to it being paid in full in February 1999
as discussed below) bears an interest rate of 10% per annum and interest
accrued on the funds from the date of the advance. The Partnership was not
required to make any payments on the loan until the first month after the
opening date of the new anchor store (in August 1997). The Partnership was
required to make monthly interest only payments for five years on the total
amount advanced under the loan plus any accrued, but unpaid interest from
the construction period. Thereafter, for the remaining 5-year term of the
loan, the Partnership would have been required to make payments of both
principal and interest based on a ten-year amortization schedule with the
balance of unpaid principal due upon maturity. All rental amounts due from
the tenant to the Partnership under the terms of the lease amendment were
first applied against these debt service payments with any monthly rental
amounts owed by J.C. Penney in excess of the Partnership's monthly payment
applied as a principal reduction of the loan. On September 1, 1997, the
Partnership began paying interest on the loan. The rent owed for the
period August 1 through September 1, 1997 to the Partnership was in excess
of the required interest payment. Therefore, in accordance with the loan
agreement, the excess rental payment was applied to principal
(approximately $24,000). For the remainder of 1997 and through July 31,
1998, the monthly interest payments were in excess of the rents due,
therefore no additional amounts had been applied to principal. However, as
a result of the repayment of a portion of the construction loan discussed
below, beginning with the August 1st payment monthly rents due were in
excess of the monthly interest. As of December 31, 1998 approximately
$43,000 had been applied to principal during 1998. Additionally, in
September 1996, the Partnership escrowed $1,000,000 as required by the loan
agreement. In March 1997, the Partnership (as the anchor store was 50%
complete) was able to withdraw approximately $483,000 from the escrow
account based on the achievement of completion points (as defined). All
remaining escrowed funds plus accrued interest were withdrawn in the fourth
quarter of 1997.

<PAGE>

Due to the J.C. Penney addition and related mall enhancement, the
Partnership capitalized $404,361 of the $869,228 of interest expense
incurred by Bristol Mall for the twelve months ended December 31, 1997.
The balance of capitalized interest as of December 31, 1997 and 1998 of
$511,858 is reflected in properties held for sale or disposition in the
accompanying consolidated financial statements.

Pursuant to the loan agreement, the Partnership can repay all or any
portion of the construction loan discussed above at any time without
penalty. The Partnership repaid $2,000,000 in the second quarter of 1998.

In July 1997, the Partnership sold a small outparcel at the Bristol
Mall. The Partnership received proceeds from such sale of approximately
$70,000. The amount received was applied against the carrying value of the
land, therefore, no gain or loss resulted from this transaction for Federal
income tax or financial reporting purposes.

In the third quarter of 1998, the Partnership began negotiating a
contract to sell the Bristol Mall with an unaffiliated third party. On
February 17, 1999, the Partnership consummated such sale. The purchase
price of the Property was $24,577,000. Upon closing, the Partnership
received cash of approximately $17,400,000 (net of closing costs but before
prorations). The cash received by the Partnership was also net of the
repayment of the mortgage loan secured by the Property of approximately
$4,100,000 and repayment of the construction loan of approximately
$2,800,000. The Partnership expects to recognize a gain of approximately
$6,100,000 and $7,600,000 for financial reporting and Federal income tax
purposes in 1999, respectively. In addition, in connection with the sale
of the Property and as is customary in such transactions, the Partnership
agreed to certain representations, warranties and covenants with stipulated
survival periods which expire at the latest on November 17, 1999. Although
it is not expected, the Partnership may ultimately have some liability
under such representations, warranties and covenants which are limited to
actual damages and shall in no event exceed $880,000 in the aggregate. The
Property was classified as held for sale as of September 30, 1997 and
therefore has not been subject to continued depreciation from such date for
financial reporting purposes.

LONG-TERM DEBT

Long-term debt consists of the following at December 31, 1998 and
1997:
1998 1997
----------- -----------
9-1/4% mortgage note secured by
two office buildings in
Winston-Salem, North Carolina;
payable in monthly installments
of principal and interest (at 9.55%
per annum) of $181,718 until
November 1, 2001 when the remaining
principal balance is due. . . . . . . . $19,174,875 19,506,867

8-3/4% mortgage note, due
February 2006, secured by a
shopping center in Bristol,
Virginia; payable in monthly
installments of $78,750
(including interest). Subsequent
to the end of the year, the loan
was repaid as discussed above . . . . . 4,943,663 5,432,610
----------- -----------
Total debt. . . . . . . . . . . . . 24,118,538 24,939,477
Less current portion of
long-term debt . . . . . . . . . . (898,612) (820,940)
----------- -----------
Total long-term debt. . . . . . . . $23,219,926 24,118,537
=========== ===========

<PAGE>

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

1999 . . . . . . . . . . . . $ 898,612
2000 . . . . . . . . . . . . 983,647
2001 . . . . . . . . . . . . 19,043,301
2002 . . . . . . . . . . . . 692,968
2003 . . . . . . . . . . . . 756,094
===========

PARTNERSHIP AGREEMENT

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

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

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

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

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

MANAGEMENT AGREEMENTS

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

<PAGE>

The Partnership's properties are managed by affiliates of the General
Partners or their assignees for fees computed as a percentage of certain
rents received by the properties. In December 1994, one of the affiliated
property managers sold substantially all of its assets and assigned its
interest in its management contracts to an unaffiliated third party. In
addition, certain of the management personnel of the property manager
became management personnel of the purchaser and its affiliates. The
successor to the affiliated property manager's assets is acting as the
property manager of the Wachovia Bank Building and Phillips Building after
the sale on the same terms that existed prior to the sale. Bristol Mall
shopping center was managed by an affiliate of the General Partners until
its sale in February 1999.

LEASES - AS PROPERTY LESSOR

At December 31, 1998, the Partnership and its consolidated venture's
principal assets are one shopping center (prior to its sale in February
1999) and one office building complex. The Partnership has determined that
all leases relating to these properties are properly classified as
operating leases; therefore, rental income is reported when earned and the
cost of each of the properties, excluding cost of land, is depreciated over
the estimated useful lives. Leases with tenants range in term from one to
thirty years and provide for fixed minimum rent and partial reimbursement
of operating costs. In addition, leases with shopping center tenants
provide for additional rent based upon percentages of tenants' sales
volumes. With respect to the Partnership's shopping center investment, a
substantial portion of the ability of retail tenants to honor their leases
is dependent upon the retail economic sector.

Costs and accumulated depreciation of the leased assets are summarized
as follows at December 31, 1998:

Office Building:
Cost . . . . . . . . . . . . . . . . . . $13,343,654
Accumulated depreciation . . . . . . . . 6,005,412
-----------
7,338,242
Shopping Center:
Cost . . . . . . . . . . . . . . . . . . 31,367,315
Accumulated depreciation . . . . . . . . 12,761,527
-----------
18,605,788
-----------
$25,944,030
===========

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

1999 . . . . . . . . . . . . . . . . $ 3,860,312
2000 . . . . . . . . . . . . . . . . 3,186,028
2001 . . . . . . . . . . . . . . . . 2,718,444
2002 . . . . . . . . . . . . . . . . 1,099,090
2003 . . . . . . . . . . . . . . . . 897,700
Thereafter . . . . . . . . . . . . . 5,070,895
-----------
Total . . . . . . . . . . . . . . $16,832,469
===========

Contingent rent (based on sales of property tenants) included in
consolidated rental income was as follows for the years ended December 31,
1998, 1997 and 1996:

1996 . . . . . . . . . . . . . . . . $250,431
1997 . . . . . . . . . . . . . . . . 291,852
1998 . . . . . . . . . . . . . . . . 332,016
========

<PAGE>

TRANSACTIONS WITH AFFILIATES

Fees, commissions and other expenses required to be paid by the
Partnership to the General Partners and their affiliates as of December 31,
1998 and for the years ended December 31, 1998, 1997 and 1996 are as
follows:
UNPAID AT
DECEMBER 31,
1998 1997 1996 1998
-------- -------- -------- ------------
Property management
and leasing fees. . . . . $303,786 262,818 256,738 1,549,210
Insurance commissions. . . 22,748 24,118 22,546 --
Reimbursement (at cost)
for out-of-pocket
expenses. . . . . . . . . 3,697 203 1,257 --
Reimbursement (at cost)
for out-of-pocket
salary and salary
related expenses
related to on-site
and other costs for
the Partnership and
its investment
properties. . . . . . . . 105,664 102,278 55,232 --
-------- ------- -------- ---------
$435,895 389,417 335,773 1,549,210
======== ======= ======== =========

All amounts deferred or currently payable to the General Partners and
their affiliates do not bear interest. The General Partners and their
affiliates have deferred receipt of property management and leasing fees
pursuant to the venture agreement for the Wachovia Bank Building and
Phillips Building. Prior to 1995, an affiliate of the Corporate General
Partner provided management and leasing services. In December 1994, the
affiliate sold all of its assets and assigned its interest in the
management contracts, including the one for the Wachovia Bank Building and
Phillips Building to an unaffiliated third party as discussed above. In
connection with such assignment, an affiliate of the General Partners
guaranteed payment to the unaffiliated third party the portion of the fees
currently deferred due to the provision in the venture agreement for the
Wachovia Bank Building and Phillips Building. Such amounts are deferred
until the sale or disposition of the property and are subordinated to
certain distributions of net sale and refinancing proceeds. As of
December 31, 1998, the General Partners and their affiliates have deferred
receipt of approximately $1,510,000 (approximately $39 per interest) of
such fees. This amount is reflected in accounts payable in the
accompanying consolidated financial statements.

<PAGE>

<TABLE>

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

CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 1998

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

OFFICE
BUILDING:

Winston-
Salem,
North
Carolina
(E) . . . . . $19,174,874 1,949,914 21,281,279 -- (9,887,539) 1,949,914 11,393,740

SHOPPING
CENTER:

Bristol,
Virginia . . . 4,943,663 621,242 14,811,832 110,446 15,823,795 731,688 30,635,627
----------- ---------- ---------- -------- ---------- --------- ----------
Total . . $24,118,537 2,571,156 36,093,111 110,446 5,936,256 2,681,602 42,029,367
=========== ========== ========== ======== ========== ========= ==========

</TABLE>

<PAGE>

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

CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED

<CAPTION>
LIFE ON WHICH
DEPRECIATION
IN LATEST
STATEMENT OF 1998
ACCUMULATED DATE OF DATE OPERATIONS REAL ESTATE
TOTAL DEPRECIATION(D) CONSTRUCTION ACQUIRED IS COMPUTED TAXES
------------- ---------------- ------------ ---------- --------------- ----------
<S> <C> <C> <C> <C> <C>

OFFICE
BUILDING:

Winston-
Salem,
North
Carolina (E). . . $13,343,654 6,005,412 1966/72 1/31/77 5-40 years 250,121

SHOPPING
CENTER:

Bristol,
Virginia . . . . . 31,367,315 12,761,527 1975 8/31/77 5-35 years 169,090
----------- ---------- -------
Total . . . . $44,710,969 18,766,939 419,211
=========== ========== =======
<FN>
_______________
Notes:

(A) The initial cost to the Partnership represents the original purchase price of the properties.
(B) The aggregate cost of the above real estate at December 31, 1998 for Federal income tax
purposes was approximately $60,111,000.
</TABLE>

<PAGE>

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

CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED

Balance at beginning of period . . . . . . . . . . $ 44,666,313 36,989,156 32,689,890
Additions during period. . . . . . . . . . . . . . 44,656 7,677,157 4,299,266
------------ ------------ ------------
Balance at end of period . . . . . . . . . . . . . $ 44,710,969 44,666,313 36,989,156
============ ============ ============

(D) Reconciliation of accumulated depreciation:

Balance at beginning of period . . . . . . . . . . $ 18,766,939 18,473,923 17,870,466
Depreciation expense . . . . . . . . . . . . . . . -- 293,017 603,457
------------ ------------ ------------

Balance at end of period . . . . . . . . . . . . . $ 18,766,939 18,766,939 18,473,923
============ ============ ============

</FN>

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

</TABLE>

<PAGE>

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

There were no changes or disagreements with accountants during fiscal
years 1998 and 1997.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP

The Managing General Partner of the Partnership is JMB Realty
Corporation ("JMB"), a Delaware corporation, substantially all of the
outstanding stock of which is owned directly or indirectly, by certain of
its officers, directors, and members of their families and affiliates. JMB
has responsibility for all aspects of the Partnership's operations, subject
to the requirement that sales of real property must be approved by Messrs.
Neil G. Bluhm and Judd D. Malkin as the individual general partners of the
Partnership.

The Partnership is subject to certain conflicts of interest arising
out of its relationships with the General Partners and their affiliates as
well as the fact that the General Partners and their affiliates are engaged
in a range of real estate activities. Certain services have been and may
in the future be provided to the Partnership or its investment properties
by affiliates of the General Partners, including property management
services and insurance brokerage services. In general, such services are
to be provided on terms no less favorable to the Partnership than could be
obtained from independent third parties and are otherwise subject to
conditions and restrictions contained in the Partnership Agreement. The
Partnership Agreement permits the General Partners and their affiliates to
provide services to, and otherwise deal and do business with, persons who
may be engaged in transactions with the Partnership, and permits the
Partnership to borrow from, purchase goods and services from, and otherwise
to do business with, persons doing business with the General Partners or
their affiliates. The General Partners and their affiliates may be in
competition with the Partnership under certain circumstances, including, in
certain geographical markets, for tenants and/or for the sale of property.
Because the timing and amount of cash distributions and profits and losses
of the Partnership may be affected by various determinations by the General
Partners under the Partnership Agreement, including whether and when to
sell a property, the establishment and maintenance of reasonable reserves
and the determination of the sources (i.e., offering proceeds, cash
generated from operations or sale proceeds) and uses of such reserves, the
timing of expenditures and the allocation of certain tax items under the
Partnership Agreement, the General Partners may have a conflict of interest
with respect to such determinations.

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

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

Judd D. Malkin Chairman 5/03/71
Director 5/03/71
Chief Financial Officer 2/22/96
Neil G. Bluhm President 5/03/71
Director 5/03/71
Burton E. Glazov Director 7/01/71
Stuart C. Nathan Executive Vice President 5/08/79
Director 3/14/73
A. Lee Sacks Director 5/09/88

<PAGE>

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

John G. Schreiber Director 3/14/73
H. Rigel Barber Executive Vice President 1/02/87
Chief Executive Officer 8/01/93
Glenn E. Emig Executive Vice President 1/01/93
Chief Operating Officer 1/01/95
Gary Nickele Executive Vice President 1/01/92
General Counsel 2/27/84
Gailen J. Hull Senior Vice President 6/01/88
Howard Kogen Senior Vice President 1/02/86
Treasurer 1/01/91

There is no family relationship among any of the foregoing directors
or officers. The foregoing directors have been elected to serve a one-year
term until the annual meeting of the Managing General Partner to be held on
June 2, 1999. All of the foregoing officers have been elected to serve
one-year terms until the first meeting of the Board of Directors held after
the annual meeting of the Managing General Partner to be held on June 2,
1999. There are no arrangements or understandings between or among any of
said directors or officers and any other person pursuant to which any
director or officer was elected as such.

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

Most of the foregoing directors and officers are also officers and/or
directors of various affiliated companies of JMB, including Arvida/JMB
Managers, Inc. (the general partner of Arvida/JMB Partners, L.P. Most of
such directors and officers are also partners, directly or indirectly, of
certain partnerships which are associate general partners in the following
real estate limited partnerships: Carlyle-XI, Carlyle-XIII, Carlyle-XIV,
Carlyle-XV, JMB Income-VII, JMB Income-X, JMB Income-XI, and Carlyle Income
Plus-II.

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

Judd D. Malkin (age 61) has been associated with JMB since October,
1969. Mr. Malkin is also a director of Urban Shopping Centers, Inc., an
affiliate of JMB that is a real estate investment trust in the business of
owning, managing and developing shopping centers. He is also a director of
Chisox Corporation, which is the general partner of a limited partnership
that owns the Chicago White Sox Major League Baseball team, and CBLS, Inc.,
which is the general partner of a limited partnership that owns the Chicago
Bulls National Basketball Association Team.

Neil G. Bluhm (age 61) has been associated with JMB since August,
1970. Mr. Bluhm is also a principal of Walton Street Capital, L.L.C.,
which sponsors real estate investment funds, and a director of Urban
Shopping Centers, Inc. He is a member of the Bar of the State of Illinois
and a Certified Public Accountant.

Burton E. Glazov (age 60) has been associated with JMB since June,
1971 and served as an Executive Vice President of JMB until December of
1990. He is a member of the Bar of the State of Illinois. Mr. Glazov is
currently retired.

<PAGE>

Stuart C. Nathan (age 57) has been associated with JMB since July,
1972. He is a member of the Bar of the State of Illinois.

A. Lee Sacks (age 65) has been associated with JMB since December,
1972. He is also President and a director of JMB Insurance Agency, Inc.

John G. Schreiber (age 52) has been associated with JMB since
December, 1970 and served as an Executive Vice President for JMB until
December, 1990. Mr. Schreiber is President of Schreiber Investments, Inc.,
which is engaged in the real estate investing business. He is also a
senior advisor and partner of Blackstone Real Estate Advisors L.P., an
affiliate of the Blackstone Group, L.P. Mr. Schreiber is also a director
of Urban Shopping Centers, Inc., Host Marriott Corporation, the Brickman
Group, Ltd., which is engaged in the landscape maintenance business, and a
director for a number of investment companies advised or managed by T. Rowe
Price Associates and its affiliates and a trustee of Amli Residential
Property Trust. He holds a Masters degree in Business Administration from
Harvard University Graduate School of Business.

H. Rigel Barber (age 50) has been associated with JMB since March,
1982. He holds a J.D. degree from the Northwestern Law School and is a
member of the Bar of the State of Illinois.

Glenn E. Emig (age 51) has been associated with JMB since December,
1979. It is expected that Mr. Emig will leave his positions with JMB on or
about May 31, 1999 and his responsibilities will be taken over by various
other officers of JMB. Prior to becoming Executive Vice President of JMB
in 1993, Mr. Emig was Executive Vice President and Treasurer of JMB
Institutional Realty Corporation. He holds a Masters Degree in Business
Administration from the Harvard University Graduate School of Business and
is a Certified Public Accountant.

Gary Nickele (age 46) has been associated with JMB since February,
1984. He holds a J.D. degree from the University of Michigan Law School
and is a member of the Bar of the State of Illinois.

Gailen J. Hull (age 50) has been associated with JMB since March,
1982. He holds a Masters degree in Business Administration from Northern
Illinois University and is a Certified Public Accountant.

Howard Kogen (age 63) has been associated with JMB since March, 1973.
He is a Certified Public Accountant.

<PAGE>

ITEM 11. EXECUTIVE COMPENSATION

The Partnership has no officers or directors. The Partnership is
required to pay a management fee to the Managing General Partner and the
General Partners are entitled to receive a share of cash distributions,
when and as cash distributions are made to the Limited Partners, and a
share of profits or losses. Reference is made to the Notes for a
description of such transactions, distributions and allocations. In 1998,
1997 and 1996 cash distributions of $3,492, $764 and $1,083 were paid,
respectively, to the General Partners.

JMB Properties Company, an affiliate of the Managing General Partner,
provided property management services to the Partnership for the Wachovia
Bank Building and Phillips Building in Winston-Salem, North Carolina
through the date of its sale in December, 1994 at fees calculated at 3-1/2%
of gross income. JMB Retail Properties Company (renamed Urban Retail
Properties Company as of March 15, 1995), an affiliate of the Managing
General Partner, provides property management services to the Partnership
for the Bristol Mall in Bristol, Virginia at fees calculated at 5% of gross
income from the property. In 1998, such affiliates earned property
management and leasing fees amounting to $303,786. As of December 31,
1998, management and leasing fees due to such affiliates in the amount of
$1,549,210 remain unpaid. As set forth in the Prospectus of the
Partnership, the Managing General Partner must negotiate such agreements on
terms no less favorable to the Partnership than those customarily charged
for similar services in the relevant geographical area (but in no event for
a fee greater than 5% of the gross income from a property), and such
agreements must be terminable by either party thereto, without penalty,
upon 60 days' notice.

JMB Insurance Agency, Inc., an affiliate of the Managing General
Partner, earned and received insurance brokerage commissions in 1998
aggregating $22,748 in connection with the provision of insurance coverage
for certain of the real property investments of the Partnership. Such
commissions are at rates set by insurance companies for the classes of
coverage involved.

The General Partners of the Partnership may be reimbursed for their
direct expenses relating to the administration of the Partnership and the
operation of the Partnership's real property investments. In 1998, the
Managing General Partner earned reimbursements for such out-of-pocket
expenses in the amount of $109,361, all of which was paid as of
December 31, 1998.

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

<PAGE>

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

(a) The following own, or may be deemed to own, beneficially more than 5% of the outstanding Interests of
the Partnership.

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

(i)

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

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

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

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

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

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

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

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

Limited Partnership Liquidity Fund 54, L.P. (1) 25 Interests Less than
Interests directly (2) 1%

Limited Partnership Liquidity Fund Income- 356 Interests Less than
Interests Growth '87 (1) directly (2) 1%

Limited Partnership Liquidity Fund Income- 495 Interests 1.3%
Interests Growth '89 (1) directly (2)

Limited Partnership Liquidity Fund 55 (1) 172.5 Interests Less than
Interests directly (2) 1%

<PAGE>

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

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

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

<FN>

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

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

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

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
NAME OF AMOUNT AND NATURE
BENEFICIAL OF BENEFICIAL PERCENT
TITLE OF CLASS OWNER OWNERSHIP OF CLASS
- -------------- ---------- ----------------- --------
<S> <C> <C> <C>

(ii)

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

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

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

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

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

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

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

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

<FN>

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

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

<PAGE>

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

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

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

</TABLE>

<PAGE>

<TABLE>

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

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

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

<FN>

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

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

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

</TABLE>

<PAGE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

PART IV

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

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

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

(2) Exhibits.

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

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

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

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

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

4-D. Modification and extension agreement related to
the mortgage loan secured by the Wachovia Bank Building and Phillips
Building, office buildings in Winston Salem, North Carolina, effective
November 1, 1996 is hereby incorporated herein by reference to the
Partnership's Report for December 31, 1996 on Form 10-K (File No. 0-8716)
dated March 21, 1997.

<PAGE>

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

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

21. List of Subsidiaries.

24. Powers of Attorney.

27. Financial Data Schedule

----------

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

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

No annual report for the fiscal year 1998 has been sent to the
Partners of the Partnership. An annual report will be sent to the Partners
subsequent to this filing.

<PAGE>

SIGNATURES

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

JMB INCOME PROPERTIES, LTD. - V

By: JMB Realty Corporation
Managing General Partner

GAILEN J. HULL
By: Gailen J. Hull
Senior Vice President
Date: March 22, 1999

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

By: JMB Realty Corporation
Managing General Partner

JUDD D. MALKIN*
By: Judd D. Malkin, Chairman and
Chief Financial Officer
Date: March 22, 1999

NEIL G. BLUHM*
By: Neil G. Bluhm, President and Director
Date: March 22, 1999

H. RIGEL BARBER*
By: H. Rigel Barber, Chief Executive Officer
Date: March 22, 1999

GLENN E. EMIG*
By: Glenn E. Emig, Chief Operating Officer
Date: March 22, 1999

GAILEN J. HULL
By: Gailen J. Hull, Senior Vice President
Principal Accounting Officer
Date: March 22, 1999

A. LEE SACKS*
By: A. Lee Sacks, Director
Date: March 22, 1999

STUART C. NATHAN*
By: Stuart C. Nathan,
Executive Vice President and Director
Date: March 22, 1999

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

GAILEN J. HULL
By: Gailen J. Hull
Attorney-in-Fact
Date: March 22, 1999

<PAGE>

JMB INCOME PROPERTIES, LTD. - V

EXHIBIT INDEX

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

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

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

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

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

4-D. Modification and extension
documents related to the
Wachovia Bank Building and
Phillips Building Yes

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

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

21. List of Subsidiaries No

24. Powers of Attorney No

27. Financial Data Schedule No

EXHIBIT 21

LIST OF SUBSIDIARIES

The Partnership is a general partner in Wachovia Building Associates,
an Illinois limited partnership which holds title to the Wachovia Bank and
Phillips Building in Winston-Salem, North Carolina. Reference is made to
the Notes to Consolidated Financial Statements filed with this annual
report for a description of the terms of such partnership agreement. The
Partnership's interest in the foregoing joint venture partnership and the
results of its operations are included in the consolidated financial
statements of the Partnership filed with this annual report.

EXHIBIT 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers of JMB
Realty Corporation, the managing general partner of JMB INCOME PROPERTIES,
LTD. - V, do hereby nominate, constitute and appoint GARY NICKELE, GAILEN
J. HULL, DENNIS M. QUINN or any of them, attorneys and agents of the
undersigned with full power of authority to sign in the name and on behalf
of the undersigned officers a Report on Form 10-K of said partnership for
the fiscal year ended December 31, 1998, and any and all amendments
thereto, hereby ratifying and confirming all that said attorneys and agents
and any of them may do by virtue hereof.

IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney the 29th day of January, 1999.

H. RIGEL BARBER
- -----------------------
H. Rigel Barber Chief Executive Officer

GLENN E. EMIG
- -----------------------
Glenn E. Emig Chief Operating Officer

The undersigned hereby acknowledge and accept such power of authority
to sign, in the name and on behalf of the above named officers, a Report on
Form 10-K of said partnership for the fiscal year ended December 31, 1998,
and any and all amendments thereto, the 29th day of January, 1999.

GARY NICKELE
-----------------------
Gary Nickele

GAILEN J. HULL
-----------------------
Gailen J. Hull

DENNIS M. QUINN
-----------------------
Dennis M. Quinn

<PAGE>

EXHIBIT 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers of JMB
Realty Corporation, the managing general partner of JMB INCOME PROPERTIES,
LTD. - V, do hereby nominate, constitute and appoint GARY NICKELE, GAILEN
J. HULL, DENNIS M. QUINN or any of them, attorneys and agents of the
undersigned with full power of authority to sign in the name and on behalf
of the undersigned officers a Report on Form 10-K of said partnership for
the fiscal year ended December 31, 1997, and any and all amendments
thereto, hereby ratifying and confirming all that said attorneys and agents
and any of them may do by virtue hereof.

IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney the 29th day of January, 1999.

NEIL G. BLUHM
- ----------------------- President and Director
Neil G. Bluhm

JUDD D. MALKIN
- ----------------------- Chairman and Chief Financial Officer
Judd D. Malkin

A. LEE SACKS
- ----------------------- Director of General Partner
A. Lee Sacks

STUART C. NATHAN
- ----------------------- Executive Vice President
Stuart C. Nathan Director of General Partner

The undersigned hereby acknowledge and accept such power of authority
to sign, in the name and on behalf of the above named officers, a Report on
Form 10-K of said partnership for the fiscal year ended December 31, 1997,
and any and all amendments thereto, the 29th day of January, 1999.

GARY NICKELE
-----------------------
Gary Nickele

GAILEN J. HULL
-----------------------
Gailen J. Hull

DENNIS M. QUINN
-----------------------
Dennis M. Quinn

<ARTICLE> 5

<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998

<CASH> 5,859,549
<SECURITIES> 0
<RECEIVABLES> 327,004
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 6,186,553
<PP&E> 25,944,030
<DEPRECIATION> 0
<TOTAL-ASSETS> 32,600,089
<CURRENT-LIABILITIES> 2,903,599
<BONDS> 23,219,926
<COMMON> 0
0
0
<OTHER-SE> (8,240,114)
<TOTAL-LIABILITY-AND-EQUITY> 32,600,089
<SALES> 11,046,128
<TOTAL-REVENUES> 11,306,958
<CGS> 0
<TOTAL-COSTS> 4,961,945
<OTHER-EXPENSES> 207,094
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,686,420
<INCOME-PRETAX> 3,451,499
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,615,329
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,615,329
<EPS-PRIMARY> 65.88
<EPS-DILUTED> 65.88

</TABLE>