UNIVERSITY REAL ESTATE PARTNERSHIP V
SC 14D1/A, 1998-02-04
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------
                                AMENDMENT NO. 4
                                       TO
                                 SCHEDULE 14D-1
               Tender Offer Statement Pursuant to Section 14(d)(1)
                     of the Securities Exchange Act of 1934
                             -----------------------

                      UNIVERSITY REAL ESTATE PARTNERSHIP V
                            (Name of Subject Company)


                ACCELERATED HIGH YIELD INSTITUTIONAL FUND I, L.P.
                        MACKENZIE PATTERSON SPECIAL FUND
                             PEACHTREE PARTNERS 
                 ACCELERATED HIGH YIELD PENSION INVESTORS, L.P.
                                C. E. PATTERSON
                                    (Bidders)

                  INCOME UNITS OF LIMITED PARTNERSHIP INTERESTS
                         (Title of Class of Securities)

                                      NONE
                      (CUSIP Number of Class of Securities)
                             -----------------------

                                            Copy to:
C.E. Patterson                              Paul J. Derenthal, Esq.
MacKenzie Patterson, Inc.                   Derenthal & Dannhauser
1640 School Street, Suite 100               455 Market Street, Suite 1600
Moraga, California  94556                   San Francisco, California  94105
(510) 631-9100                              (415) 243-8070

                     (Name, Address and Telephone Number of
                    Person Authorized to Receive Notices and
                       Communications on Behalf of Bidder)

 
<PAGE>

     This  Amendment  No. 4 to Schedule  14D-1 amends the  Schedule  14D-1 filed
December 31, 1997 (the "Schedule") by Accelerated High Yield  Institutional Fund
I, L.P.,  MacKenzie  Patterson Special Fund,  Peachtree Partners and Accelerated
High Yield Pension Investors,  L.P.  (together the  "Purchasers"),  as set forth
below.  Terms not otherwise  defined herein shall have the meanings  ascribed to
them in the Schedule and exhibits thereto.

     This Amendment No. 4 is the final amendment to the Schedule and is filed to
report the termination  and results of the Offer described in the Schedule.  The
Offer  terminated  as of January 21, 1998.  The Offer  resulted in the tender by
Unitholders  and  acceptance  for  payment by the  Purchasers  of a total of 628
Income  Units.  The  Purchasers,  together  with  affiliates  of  certain of the
Purchasers,  are now the  beneficial  owners of a total of 784  Income  Units or
approximately  2.28%  of  the  outstanding  Units  (approximately  4.42%  of the
outstanding  Income Units).  The final purchase price paid by the Purchaser was
in the amount of $70 per Unit.




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<PAGE>



                                   SIGNATURES


             After due inquiry  and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.

Dated:       February 2, 1998

ACCELERATED HIGH YIELD INSTITUTIONAL FUND I, L.P.

By MacKenzie Patterson, Inc., General Partner

             By:     /s/ Victoriaann Tacheira
                     Victoriaann Tacheira, Senior Vice President

ACCELERATED HIGH YIELD PENSION INVESTORS, L.P.

By MacKenzie Patterson, Inc., General Partner

             By:     /s/ Victoriaann Tacheira
                     Victoriaann Tacheira, Senior Vice President

MACKENZIE PATTERSON SPECIAL FUND

By MacKenzie Patterson, Inc., General Partner

             By:     /s/ Victoriaann Tacheira
                     Victoriaann Tacheira, Senior Vice President

PEACHTREE PARTNERS

By: /s/ Ira J. Gaines
    Ira J. Gaines, Partner

By: /s/ Barry Zemel
    Barry Zemel, Partner


/s/ C. E. Patterson
C. E. Patterson

univ1-14d1a4.edg
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