MCNEIL REAL ESTATE FUND V LTD, 10-K405, 1996-03-29

MCNEIL REAL ESTATE FUND V LTD
10-K405, 1996-03-29
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<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K405

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

For the fiscal ended December 31, 1995
----------------------------------------------------

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

For the transition period from ______________ to_____________

Commission file number 0-8229
--------

McNEIL REAL ESTATE FUND V, LTD.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

California 94-6356980
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

13760 Noel Road, Suite 700, LB70, Dallas, Texas, 75240
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code (214) 448-5800
-----------------------------

Securities registered pursuant to Section 12(b) of the Act: None
- ----------------------------------------------------------

Securities registered pursuant to Section 12(g) of the Act: Limited partnership
- ---------------------------------------------------------- units

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, 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 ]

18,118 of the registrant's 18,223 limited partnership units are held by
non-affiliates of this registrant. The aggregate market value of units held by
non-affiliates is not determinable since there is no public trading market for
limited partnership units and transfers of units are subject to certain
restrictions.

Documents Incorporated by Reference: See Item 14, Page 34.

TOTAL OF 35 PAGES

<PAGE>
PART I

ITEM 1. BUSINESS
- ------- --------

ORGANIZATION
- ------------

McNeil Real Estate Fund V, Ltd. (the "Partnership") was organized September 12,
1974, as a limited partnership under the provisions of the California Uniform
Limited Partnership Act. The general partner of the Partnership is McNeil
Partners, L.P. (the "General Partner"), a Delaware limited partnership, an
affiliate of Robert A. McNeil ("McNeil"). The General Partner was elected at a
meeting of limited partners on March 26, 1992. Prior to March 26, 1992, Pacific
Investors Corporation (the prior "Corporate General Partner"), a wholly-owned
subsidiary of Southmark Corporation ("Southmark"), and McNeil were the general
partners of the Partnership which was governed by an agreement of limited
partnership dated September 12, 1974 (the "Partnership Agreement"). The
principal place of business for the Partnership and the General Partner is 13760
Noel Road, Suite 700, LB70, Dallas, Texas 75240.

On February 21, 1975, a Registration Statement on Form S-11 was declared
effective by the Securities and Exchange Commission whereby the Partnership
offered for sale $20,000,000 of limited partnership units ("Units"). The Units
represent equity interests in the Partnership and entitle the holders thereof to
participate in certain allocations and distributions of the Partnership. The
sale of Units closed on February 16, 1976, with 18,213 Units sold at $1,000
each, or gross proceeds of $18,213,000 to the Partnership. In addition, the
original general partners purchased a total of 10 Units for $10,000.

SOUTHMARK BANKRUPTCY AND CHANGE IN GENERAL PARTNER
- --------------------------------------------------

On July 14, 1989, Southmark filed a voluntary petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code. Neither the Partnership, McNeil nor the
Corporate General Partner were included in the filing. Southmark's
reorganization plan became effective August 10, 1990. Under the plan most of
Southmark's assets, which included Southmark's interest in the Corporate General
Partner, are being sold or liquidated for the benefit of the creditors.

In accordance with Southmark's reorganization plan, Southmark, McNeil and
various of their affiliates entered into an asset purchase agreement on October
12, 1990, providing for, among other things, the transfer of control to McNeil
or his affiliates of 34 limited partnerships (including the Partnership) in the
Southmark portfolio.

On February 14, 1991, pursuant to the asset purchase agreement as amended on
that date: (a) an affiliate of McNeil purchased the Corporate General Partner's
economic interest in the Partnership; (b) McNeil became the managing general
partner of the Partnership pursuant to an agreement with the Corporate General
Partner that delegated management authority to McNeil; (c) McNeil Real Estate
Management, Inc. ("McREMI"), an affiliate of McNeil, acquired the assets
relating to the property management and partnership administrative business of
Southmark and its affiliates and commenced management of the Partnership's
property pursuant to an assignment of the existing property management agreement
from the Southmark affiliates; and (d) an affiliate of McNeil purchased all
Units owned by the Corporate General Partner or its affiliates.

<PAGE>

On March 26, 1992, the limited partners approved a restructuring proposal
providing for (i) the replacement of the Corporate General Partner and McNeil
with the General Partner and (ii) the approval of a new property management
agreement with McREMI, the Partnership's property manager.

Settlement of Claims:

The Partnership filed claims with the United States Bankruptcy Court for the
Northern District of Texas, Dallas Division (the "Bankruptcy Court") against
Southmark for damages relating to improper overcharges, breach of contract and
breach of fiduciary duty. The Partnership settled these claims in 1991, and such
settlement was approved by the Bankruptcy Court.

An Order Granting Motion to Distribute Funds to Class 8 Claimants dated April
14, 1995 was issued by the Bankruptcy Court. In accordance with the Order, in
May 1995 the Partnership received in full satisfaction of its claims, $3,325 in
cash, and common and preferred stock in the reorganized Southmark, which
represents the Partnership's pro-rata share of Southmark assets available for
Class 8 Claimants. The Partnership sold the Southmark common and preferred stock
in May 1995 for $1,073, which combined with the cash proceeds from Southmark,
resulted in a gain on legal settlement of $4,398.

CURRENT OPERATIONS
- ------------------

General:

The Partnership is engaged in real estate activities, including the ownership,
operation and management of residential real estate and other real estate
related assets. At December 31, 1995, the Partnership owned one income-producing
property as described in Item 2 - Properties. See Item 7 - Management's
Discussion and Analysis of Financial Condition and Results of Operations.

The Partnership does not directly employ any personnel. The General Partner
conducts the business of the Partnership directly and through its affiliates.
Pursuant to the Partnership Agreement, the Partnership reimbursed affiliates of
the Corporate General Partner for such services rendered. Since February 14,
1991, the Partnership has been managed by the General Partner. See Item 8 - Note
2 - "Transactions with Affiliates."

The business of the Partnership to date has involved only one industry segment.
See Item 8 - Financial Statements and Supplementary Data. The Partnership has no
foreign operations. The business of the Partnership is not seasonal.

Business Plan:

On February 5, 1996, the Partnership executed a purchase agreement dated January
23, 1996 with BRE Properties, Inc. to sell to BRE the Sycamore Valley Apartments
which represents substantially all of the assets of the Partnership. The gross
purchase price for Sycamore Valley is $23,300,000, subject to certain
adjustments. Consummation of the sale is subject to the satisfaction of certain
conditions, including the approval of the limited partners of the Partnership
for the sale of Sycamore Valley. The Partnership presently anticipates
submitting the sale and the subsequent dissolution and termination of the
Partnership for limited partner approval at a future meeting.

<PAGE>
If the sale of Sycamore Valley is consummated and limited partners approve, the
General Partner will commence the dissolution and termination of the
Partnership. In connection with such dissolution and termination, the General
Partner will liquidate any remaining assets, repay creditors and authorize
distributions to the limited partners of the Partnership, including
distributions of net proceeds from the sale of Sycamore Valley, in accordance
with the terms of the Partnership Agreement of the Partnership. Neither the
amount nor timing of any such distributions has been determined.

Until such approval is received, the Partnership will continue to preserve or
increase the property's net operating income whenever possible, while at the
same time making whatever capital expenditures are reasonable under the
circumstances in order to preserve and enhance the value of the property.

Competitive Conditions:

Since the principal business of the Partnership is to own and operate real
estate, the Partnership is subject to all of the risks incident to ownership of
real estate and interests therein, many of which relate to the illiquidity of
this type of investment. These risks include changes in general or local
economic conditions, changes in supply or demand for competing properties in the
area, changes in interest rates and availability of permanent mortgage funds
which may render the sale or refinancing of a property difficult or
unattractive, changes in real estate and zoning laws, increases in real property
tax rates and federal or local economic or rent controls. The illiquidity of
real estate investments generally impairs the ability of the Partnership to
respond promptly to changed circumstances. The Partnership competes with
numerous established companies, private investors (including foreign investors),
real estate investment trusts, limited partnerships and other entities (many of
which have greater resources than the Partnership) in connection with the sale,
financing and leasing of its property. The impact of these risks on the
Partnership is described in Item 7 - Management's Discussion and Analysis of
Financial Condition and Results of Operations. See Item 2 - Properties for
discussion of competitive conditions at the Partnership's property.

Other information:

The environmental laws of the federal government and of certain state and local
governments impose liability on current property owners for the clean-up of
hazardous and toxic substances discharged on the property. This liability may be
imposed without regard to the timing, cause or person responsible for the
release of such substances onto the property. The Partnership could be subject
to such liability in the event that it owns a property having such environmental
problems. The Partnership has no knowledge of any pending claims or proceedings
regarding such environmental problems.

In August 1995, High River Limited Partnership, a Delaware limited partnership
controlled by Carl C. Icahn ("High River") made an unsolicited tender offer (the
"HR Offer") to purchase from holders of Units up to approximately 45% of the
outstanding Units of the Partnership for a purchase price of $400 per Unit. In
addition, High River made unsolicited tender offers for certain other
partnerships controlled by the General Partner. The Partnership recommended that
the Limited Partners reject the HR Offer made with respect to the Partnership
and not tender their Units pursuant to the HR Offer. The HR Offer terminated,
after numerous extensions, on October 6, 1995. The General Partner believes that
as of February 29, 1996, High River has purchased approximately 2.48% of the
outstanding Units pursuant to the HR Offer. In addition, all litigation filed by
High River, Mr. Icahn and his affiliates in connection with the HR Offer has
been dismissed without prejudice.

<PAGE>
ITEM 2. PROPERTIES
- ------- ----------

The following table sets forth the remaining investment portfolio of the
Partnership at December 31, 1995. The buildings and the land on which they are
located are owned by the Partnership in fee, subject to a first lien deed of
trust as set forth more fully in Item 8 - Note 5 - "Mortgage Note Payable."
During 1992, the Partnership exercised its option to purchase the land. See Item
8 - Note 4 - "Real Estate Investment" and Schedule III - "Real Estate
Investments and Accumulated Depreciation." In the opinion of management, the
property is adequately covered by insurance.

Net Basis 1995 Date
Property Description of Property Debt Property Tax Acquired
- -------- ----------- ----------- ----------- ------------ --------
<S> <C> <C> <C> <C> <C>
Sycamore Valley
Fountain Apartments
Valley, CA 440 units $13,789,030 $11,358,707 $228,306 12/75

</TABLE>

The following table sets forth the property's occupancy rate and rent per square
foot for each of the last five years:

1995 1994 1993 1992 1991
------------- ------------- -------------- ------------- -------
<S> <C> <C> <C> <C> <C>
Sycamore Valley
- ---------------
Occupancy Rate 95% 98% 93% 91% 96%
Rent Per Square Foot $ 9.78 $ 9.36 $ 9.28 $ 9.56 $ 9.41

</TABLE>

Occupancy rate represents all units leased divided by the total number of units
of the property as of December 31 of the given year. Rent per square foot
represents all revenue, except interest, derived from the property's operations
divided by the leasable square footage of the property.

Competitive Conditions at Sycamore Valley

Sycamore Valley has been affected by the declining California economy over the
past three years. Average market rental rates have remained flat or declined,
however, as a result of the capital renovation program, occupancy rates have
risen from 91% in 1992 to 95% at the end of 1995. Occupancy rates for the local
area average 90%. The renovation program, which addressed the dated appearance
of the property, has made the property much more competitive in its market.

<PAGE>

ITEM 3. LEGAL PROCEEDINGS
- ------- -----------------

The Partnership is not party to, nor is the Partnership's property the subject
of, any material pending legal proceedings, other than ordinary, routine
litigation incidental to the Partnership's business, except for the following:

1) High River Limited Partnership v. McNeil Partners, L.P., McNeil Investors,
Inc., McNeil Pacific Investors 1972, Ltd., McNeil Real Estate Fund V, Ltd.,
McNeil Real Estate Fund IX, Ltd., McNeil Real Estate Fund X, Ltd., McNeil
Real Estate Fund XI, Ltd., McNeil Real Estate Fund XIV, Ltd., McNeil Real
Estate Fund XV, Ltd., McNeil Real Estate Fund XX, L.P., McNeil Real Estate
Fund XXIV, L.P., McNeil Real Estate Fund XXV, L.P., Robert A. McNeil and
Carole J. McNeil (L95012) - High River ("HR") filed this action in the
United States District Court for the Southern District of New York against
McNeil Partners, L.P., McNeil Investors, Inc. and Mr. and Mrs. McNeil (as
defined in this Section 1, collectively, the "Defendants") requesting,
among other things, names and addresses of the limited partners in the
partnerships referenced above (as defined in this Section 1, the
"Partnerships"). The District Court issued a preliminary injunction against
the Partnerships requiring them to commence mailing materials relating to
the HR tender offer on August 14, 1995.

On August 18, 1995, the Defendants filed an Answer and Counterclaim. The
Counterclaim principally asserts (1) the HR tender offers have been
undertaken in violation of the federal securities laws, on the basis of
material, non-public, and confidential information, and (2) that the HR
offer documents omit and/or misrepresent certain material information about
the HR tender offers. The Counterclaim seeks a preliminary and permanent
injunction against the continuation of the HR tender offers and,
alternatively, ordering corrective disclosure with respect to allegedly
false and misleading statements contained in the tender offer documents.

This action was dismissed without prejudice in November 1995.

2) High River Limited Partnership v. McNeil Partners, L.P., McNeil Investors,
Inc., McNeil Pacific Investors 1972, Ltd., McNeil Real Estate Fund V, Ltd.,
McNeil Real Estate Fund IX, Ltd., McNeil Real Estate Fund X, Ltd., McNeil
Real Estate Fund XI, Ltd., McNeil Real Estate Fund XIV, Ltd., McNeil Real
Estate Fund XV, Ltd., McNeil Real Estate Fund XX, L.P., McNeil Real Estate
Fund XXIV, L.P., McNeil Real Estate Fund XXV, L.P., Robert A. McNeil and
Carole J. McNeil - United States District Court for the Southern District
of New York, (Case No. 95 Civ. 9488) (Second Action).

<PAGE>
preliminary injunctive relief requiring the General Partner to admit High
River as a limited partner in each of the ten partnerships referenced above
and to transfer the tendered units of interest in the partnerships to High
River; an unspecified award of damages payable to High River and an
additional unspecified award of damages payable to certain of the
partnerships; an order that defendants must discharge their fiduciary
duties and must account for all fees they have received from certain of the
partnerships; and attorneys' fees.

On January 31, 1996, this action was dismissed without prejudice.

3) Robert Lewis v. McNeil Partners, L.P., McNeil Investors, Inc., Robert A.
McNeil et al - In the District Court of Dallas County, Texas, A-14th
Judicial District, Cause No. 95-08535 (Class Action) - Plaintiff, Robert
Lewis, is a limited partner with McNeil Pacific Investors Fund 1972, Ltd.,
McNeil Real Estate Fund X, Ltd. and McNeil Real Estate Fund XV, Ltd.

Plaintiff brings this action on his own behalf and as a class action on
behalf of the class of all limited partners of McNeil Pacific Investors
Fund 1972, Ltd., McNeil Real Estate Fund V, Ltd., McNeil Real Estate Fund
IX, Ltd., McNeil Real Estate Fund X, Ltd., McNeil Real Estate Fund XI,
Ltd., McNeil Real Estate Fund XIV, Ltd., McNeil Real Estate Fund XV, Ltd.,
McNeil Real Estate Fund XX, L.P., McNeil Real Estate Fund XXIV, L.P. and
McNeil Real Estate Fund XXV, Ltd. (as defined in this Section 3, the
"Partnerships") as of August 4, 1995.

Plaintiff alleges that McNeil Partners, L.P., McNeil Investors, Inc.,
Robert A. McNeil and other senior officers (as defined in this Section 3,
collectively, the "Defendants") breached their fiduciary duties by, among
other things, (1) failing to attempt to sell the properties owned by the
Partnerships (as defined in this Section 3, the "Properties") and extending
the lives of the Partnerships indefinitely, contrary to the Partnerships'
business plans, (2) paying distributions to themselves and generating fees
for their affiliates, (3) refusing to make significant distributions to the
class members, despite the fact that the Partnerships have positive cash
flows and substantial cash balances, and (4) failing to take steps to
create an auction market for equity interests of the Partnerships, despite
the fact that a third party bidder filed tender offers for approximately
forty-five percent (45%) of the outstanding units of each of the
Partnerships. Plaintiff also claims that Defendants have breached the
partnership agreements of the Partnerships by failing to take steps to
liquidate the Properties and by their alteration of the Partnerships'
primary purposes, their acts in contravention of these agreements, and
their use of the assets of the Partnerships for their own benefit instead
of for the benefit of the Partnerships.

The Defendants deny that there is any merit to Plaintiff's allegations and
intend to vigorously defend this action.

4) James F. Schofield, Gerald C. Gillett and Donna S. Gillett v. McNeil
Partners, L.P., McNeil Investors, Inc., McNeil Real Estate Management,
Inc., Robert A. McNeil, Carole J. McNeil, McNeil Real Estate Fund V, Ltd.,
McNeil Real Estate Fund IX, Ltd., McNeil Real Estate Fund X, Ltd., McNeil
Real Estate Fund XI, Ltd., McNeil Real Estate Fund XIV, Ltd., McNeil Real
Estate Fund XV, Ltd., McNeil Real Estate Fund XX, L.P., McNeil Real Estate
Fund XXIV, L.P., McNeil Real Estate Fund XXV, L.P. et al - Superior Court
of the State of California for the County of Los Angeles, Case No. BC133799
(Class and Derivative Action Complaint) and United States District Court,
Southern District of New York, Case No. 95CIV.6711 (Class and Derivative
Action Complaint)
<PAGE>

These are corporate/securities class and derivative actions brought in
state and federal court by limited partners of each of the nine (9) limited
partnerships that are named as nominal defendants as listed above (as
defined in this Section 4, the "Partnerships"). Plaintiffs allege that
McNeil Investors, Inc., its affiliate McNeil Real Estate Management, Inc.
and four (4) of their senior officers and/or directors (as defined in this
Section 4, collectively, the "Defendants") have breached their fiduciary
duties. Specifically, Plaintiffs allege that Defendants have caused the
Partnerships to enter into several wasteful transactions that have no
business purpose or benefit to the Partnerships and which have rendered
such units highly illiquid and artificially depressed the prices that are
available for units on the limited resale market. Plaintiffs also allege
that Defendants have engaged in a course of conduct to prevent the
acquisition of units by Carl Icahn by disseminating false, misleading and
inadequate information. Plaintiffs further allege that Defendants have
acted to advance their own personal interests at the expense of the
Partnerships' public unit holders by failing to sell Partnership properties
and failing to make distributions to unitholders and, thereby, have
breached the partnership agreements.

The Defendants deny that there is any merit to Plaintiff's allegations and
intend to vigorously defend these actions.

5) Alfred Napoletano v. McNeil Partners, L.P., McNeil Investors, Inc., Robert
A. McNeil, Carole J. McNeil, McNeil Pacific Investors Fund 1972, Ltd.,
McNeil Real Estate Fund V, Ltd., McNeil Real Estate Fund IX, Ltd., McNeil
Real Estate Fund X, Ltd., McNeil Real Estate Fund XI, Ltd., McNeil Real
Estate Fund XIV, Ltd., McNeil Real Estate Fund XV, Ltd., McNeil Real Estate
Fund XX, L.P., McNeil Real Estate Fund XXIV, L.P., McNeil Real Estate Fund
XXV, L.P. - Superior Court of the State of California, County of Los
Angeles, Case No. BC133849 (Class Action Complaint)

Plaintiff brings this class action on behalf of a class of all persons and
entities who are current owners of units and/or are limited partners in one
or more of the partnerships referenced above (as defined in this Section 5,
the "Partnerships"). Plaintiff alleges that McNeil Partners, L.P., McNeil
Investors, Inc., Robert A. McNeil and other senior officers (as defined in
this Section 5, collectively, the "Defendants") have breached their
fiduciary duties to the class members by, among other things, (1) taking
steps to prevent the consummation of the High River tender offers, (2)
failing to take steps to maximize unitholders' or limited partners' values,
including failure to liquidate the properties owned by the Partnerships,
(3) managing the Partnerships so as to extend indefinitely the present fee
arrangements, and (4) paying itself and entities owned and controlled by
the general partner excessive fees and reimbursements of general and
administrative expenses.

The Defendants deny that there is any merit to Plaintiff's allegations and
intend to vigorously defend this action.

6) Warren Heller v. McNeil Partners, L.P., McNeil Investors, Inc., Robert A.
McNeil, Carole J. McNeil, McNeil Pacific Investors Fund 1972, Ltd., McNeil
Real Estate Fund V, Ltd., McNeil Real Estate Fund IX, Ltd., McNeil Real
Estate Fund X, Ltd., McNeil Real Estate Fund XI, Ltd., McNeil Real Estate
Fund XIV, Ltd., McNeil Real Estate Fund XV, Ltd., McNeil Real Estate Fund
XX, L.P., McNeil Real Estate Fund XXIV, L.P., McNeil Real Estate Fund XXV,
L.P. - Superior Court of the State of California, County of Los Angeles,
Case No. BC133957 (Class Action Complaint)

<PAGE>
Plaintiff brings this class action on behalf of a class of all persons and
entities who are current owners of units and/or are limited partners in one
or more of the partnerships referenced above (as defined in this Section 6,
the "Partnerships"). Plaintiff alleges that McNeil Partners, L.P., McNeil
Investors, Inc., Robert A. McNeil and other senior officers (as defined in
this Section 6, collectively, the "Defendants") have breached their
fiduciary duties to the class members by, among other things, (1) taking
steps to prevent the consummation of the High River tender offers, (2)
failing to take steps to maximize unitholders' or limited partners' values,
including failure to liquidate the properties owned by the Partnerships,
(3) managing the Partnerships so as to extend indefinitely the present fee
arrangements, and (4) paying itself and entities owned and controlled by
the general partner excessive fees and reimbursements of general and
administrative expenses.

The Defendants deny that there is any merit to Plaintiff's allegations and
intend to vigorously defend this action.

For a discussion of the Southmark bankruptcy, see Item 1 - Business and Item 8 -
Note 7 - "Gain on Legal Settlement."

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

None.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S UNITS OF LIMITED PARTNERSHIP AND
- ------- ------------------------------------------------------------
RELATED SECURITY HOLDER MATTERS
-------------------------------

(A) There is no established public trading market for limited partnership
units, nor is one expected to develop.

(B) Title of Class Number of Record Unit Holders

Limited partnership units 1,797 as of February 16, 1996

(C) Distributions to the limited partners totaled $760,009 in 1995
and $570,008 in 1994. No distributions were made to the General
Partner. The distributions consisted of funds generated from
operations. For further discussion of distributions and likelihood of
their continuation, see Item 7 - Management's Discussion and Analysis
of Financial Condition and Results of Operations.

<PAGE>

ITEM 6. SELECTED FINANCIAL DATA
- ------- -----------------------

The following table sets forth a summary of certain financial data for the
Partnership. This summary should be read in conjunction with the Partnership's
financial statements and notes thereto appearing in Item 8.

Statements of Years Ended December 31,
-----------------------------------------------------------------------
Operations 1995 1994 1993 1992 1991
- --------------- ---------- ---------- ---------- ---------- ----------

<S> <C> <C> <C> <C> <C>
Rental revenue............... $ 4,051,346 $ 3,873,947 $ 3,840,256 $ 3,973,950 $ 3,899,180
Total revenue................ 4,169,839 3,939,681 3,892,689 4,134,760 3,952,199
Net income................... 939,072 975,233 955,535 1,297,409 1,488,071

Net income per limited
partnership unit........... $ 51.53 $ 53.52 $ 52.44 $ 71.20 $ 81.66
========== ========== ========== ========== =========

Distributions per limited
partnership unit........... $ 41.71 $ 31.28 $ 63.03 $ 19.19 $ 60.19
========== ========== ========== ========== =========

As of December 31,
------------------------------------------------------------------------
Balance Sheets 1995 1994 1993 1992 1991
- -------------- ----------- ----------- ----------- ----------- ----------

Real estate investment, net.... $ - $13,923,671 $13,986,484 $13,748,828 $2,734,772
Asset held for sale............ 13,789,030 - - - -
Total assets................... 16,260,802 16,145,792 15,930,412 16,484,928 3,785,980
Mortgage note payable.......... 11,358,707 11,424,420 11,664,326 11,954,748 -
Partners' equity............... 4,579,479 4,400,416 3,995,191 4,188,209 3,240,499

</TABLE>

During 1992, the Partnership exercised its option to purchase the land
underlying Sycamore Valley Apartments. The Partnership financed the purchase by
obtaining a mortgage loan secured by Sycamore Valley Apartments. See Item 7 -
Management's Discussion and Analysis of Financial Condition and Results of
Operations and Item 8 - Note 4 - "Real Estate Investment" and Item 8 - Note 5 -
"Mortgage Note Payable."

<PAGE>

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

FINANCIAL CONDITION
- -------------------

The Partnership was formed to acquire, operate and ultimately dispose of a
portfolio of income-producing real properties. At the end of 1995, the
Partnership owned one apartment property which is subject to a mortgage note.

If the limited partners approve and the sale of Sycamore Valley is consummated,
the General Partner will commence the dissolution and termination of the
Partnership. In connection with such dissolution and termination, the General
Partner will liquidate any remaining assets, repay creditors, pay to the General
Partner a brokerage fee and subordinated incentive fee (See Note 2), and
authorize distributions to the limited partners of the Partnership, including
distributions of net proceeds from the sale of Sycamore Valley, in accordance
with the terms of the Partnership Agreement of the Partnership. Neither the
amount nor timing of any such distributions has been determined. The financial
statements have not been prepared on the liquidation basis of accounting, as the
sale is subject to limited partner approval.

During the three year period ended December 31, 1995, the Partnership
experienced net income of $2,869,840 and has generated cash from operations of
$4,220,969. The Partnership's only property, Sycamore Valley, continues to
operate profitably and the Partnership's assets and liabilities have not changed
significantly from their balances at December 31, 1994.

RESULTS OF OPERATIONS
- ---------------------

1995 compared to 1994

Revenues:

Total Partnership revenues for 1995 increased by $230,158 or 6% as compared to
1994 revenues. Rental revenue and interest income increased $177,399 and
$48,361, respectively. The Partnership also recognized a gain on legal
settlement of $4,398 as a result of the settlement with Southmark received in
1995.

Rental revenue for 1995 was $4,051,346 as compared to $3,873,947 for 1994. This
increase is due to an increase in average occupancy of 2%, from 93% in 1994 to
95% in 1995. In addition to the increase in occupancy there was a decrease in
discounts and concessions offered to the residents.

Interest income increased by $48,361 or 74% due to an increase in the interest
rates and to greater average cash balances being invested in interest-bearing
accounts.

<PAGE>

Expenses:

Total Partnership expenses increased by $266,319 or 9% for the year ended
December 31, 1995 as compared to the year ended 1994. Factors contributing to
the increase in 1995 include increases in mortgage interest, depreciation, other
operating expenses, general and administrative, and general and
administrative-affiliates. The increases are offset only slightly by decreases
in property taxes.

Mortgage interest expense increased $98,052 or 13% in 1995 as compared to 1994.
The increase is due to increases in the variable interest rate on the mortgage
note payable. The average interest rate during 1995 was 7.6% compared to 6.5% in
1994.

Depreciation expense increased $62,609 or 13% in 1995 as compared to 1994. This
increase is due to the increase in capital improvements made at the property
over the past few years. The Partnership made $397,178 and $406,397 in capital
improvements in 1995 and 1994, respectively.

Other operating expenses increased 21% or $45,852 in 1995 as compared to 1994.
The increase is primarily due to increases in earthquake insurance expense.
Hazard insurance increased to $167,248 in 1995 from $98,449 in 1994. Decreases
in other operating expenses were reflected in decreases in bad debt expense and
marketing and leasing.

General and administrative expenses increased $49,591 in 1995 as compared to the
same period in 1994. The increase was due to costs incurred by the Partnership
in the third quarter of 1995 to evaluate and disseminate information regarding
an unsolicited tender offer.

General and administrative-affiliates increased by $10,000 or 33% in 1995 as
compared to the same period in 1994 due to an increase in Partnership management
fees. These fees are based on distributions made to the limited partners which
increased in 1995.

1994 compared to 1993

Revenues:

Total Partnership revenues for 1994 increased by $46,992 as compared to 1993.
Rental revenue and interest income increased $33,691 and $13,301, respectively.

Rental revenue for 1994 was $3,873,947 as compared to $3,840,256 for 1993. This
increase of $33,691 is due to an increase in average occupancy from 91% in 1993
to 93% in 1994.

Interest income increased by $13,301 during 1994 as compared to 1993 due to an
increase in the interest rates and to greater average cash balances being
invested in interest-bearing accounts.

Expenses:

Total Partnership expenses increased by $27,294 for the year ended December 31,
1994 as compared to the same period in 1993. Several factors contributed to the
increase including increases in depreciation, property taxes and personnel
expenses. These increases were offset by decreases in interest, repairs and
maintenance, general and administrative, and general and
administrative-affiliates expenses.

<PAGE>

Depreciation expense increased $85,024 or 22% in 1994 as compared to 1993. This
increase is due to the increase in capital improvements made at the property.
During 1994, the Partnership made $406,397 in capital improvements.

Property taxes increased $37,794 or 18% during 1994 due to an increase in the
assessed land value which taxes are based.

Repairs and maintenance decreased by $22,014 or 5% in 1994 as compared to 1993.
During the last few years, the property underwent major renovations which in
turn reduced the need for interior and exterior repairs. The property also
experienced a reduction in plumbing repairs and supplies during 1994 as compared
to 1993.

General and administrative expense decreased $21,340 or 38% in 1994 as compared
to 1993 due to legal expenses incurred in 1993 which related to the 1992
purchase of land. No such expenses were incurred in 1994.

General and administrative - affiliates decreased by $30,450 or 50% in 1994 as
compared to 1993 due to a decrease in Partnership management fees. These fees
are based on distributions made to the limited partners which decreased in 1994
compared to 1993.

LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

The Partnership's primary source of cash flows is from operating activities,
which generated $1,448,315 in 1995 as compared to $1,473,245 in 1994. The
decrease in operating cash flow in 1995 was due to the increase in the cash paid
to suppliers and the amount of interest paid, which increased by $90,087 due to
the increase in mortgage interest rates. The decrease in operating cash flow was
partially offset by the increase in cash received from tenants.

During 1994, cash provided by operating activities increased to $1,473,245 as
compared to $1,299,409 in 1993. The increase in 1994 was partially due to the
increase in cash received from tenants and interest income as well as a
reduction in the cash paid to suppliers and mortgage interest paid.

The Partnership expended $397,178, $406,397 and $621,842 for capital
improvements to Sycamore Valley in 1995, 1994 and 1993, respectively.

Short-term liquidity:

At December 31, 1995, the Partnership held $2,025,005 of cash and cash
equivalents, up $225,415 since December 31, 1994. This balance provides for the
working capital needs of the Partnership and allows for distributions to the
limited partners. As discussed in Financial Conditions, the General Partner will
seek limited partner approval for the sale of Sycamore Valley and to commence
dissolution and termination of the Partnership. Until such approval is received,
management will perform routine repairs and maintenance on the property to
preserve and enhance its value in the market.

McNeil has established a revolving credit facility not to exceed $5,000,000 in
the aggregate which will be available on a "first-come, first-served" basis to
the Partnership and other affiliated partnerships if certain conditions are met.
Borrowings under the facility may be used to fund deferred maintenance,
refinancing obligations and working capital needs. There is no assurance that
the partnership will receive funds under the facility because no amounts will be

<PAGE>

reserved for any particular partnership. As of December 31, 1995, $2,662,819
remained available for borrowing under the facility; however, additional funds
could become available as other partnerships repay existing borrowings. This
commitment will terminate March 30, 1997.

Long-term liquidity:

If operations should deteriorate and present resources not be adequate for
current needs, the Partnership has no established lines of credit on which to
draw for its working capital needs other than any available portion of the
$5,000,000 revolving credit facility discussed above, and thus would require
other sources of working capital. No such other sources have been identified.

Distributions:

During 1995, the limited partners received a cash distribution of $760,009. The
distribution consisted of funds from operations. Any cash not required for
current operations is expected to continue to be distributed to the Partners on
the semi-annual schedule presently followed. In February 1996, a distribution of
approximately $475,000 was made to the limited partners. Distributions will be
subject to maintenance of adequate levels of cash reserves, and such
distributions will only be available from cash generated from operations. See
Financial Condition.

<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ------- -------------------------------------------

Page
Number
------

INDEX TO FINANCIAL STATEMENTS

Financial Statements:

Report of Independent Public Accountants......................... 13

Balance Sheets at December 31, 1995 and 1994..................... 14

Statements of Income for each of the three years in the
period ended December 31, 1995................................ 15

Statements of Partners' Equity for each of the three years
in the period ended December 31, 1995......................... 16

Statements of Cash Flows for each of the three years in the
period ended December 31, 1995................................ 17

Notes to Financial Statements.................................... 19

Financial Statement Schedule -

Schedule III - Real Estate Investment and Accumulated
Depreciation............................................... 20

All other schedules are omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.

<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of
McNeil Real Estate Fund V, Ltd.:

We have audited the accompanying balance sheets of McNeil Real Estate Fund V,
Ltd. (a California limited partnership) as of December 31, 1995 and 1994, and
the related statements of income, partners' equity and cash flows for each of
the three years in the period ended December 31, 1995. These financial
statements and the schedule referred to below are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements and the 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
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

As further discussed in Note 8 to the financial statements, in February 1996,
the Partnership executed a purchase agreement to sell the Sycamore Valley
Apartments, which represents substantially all of the assets of the Partnership.
Consummation of the sale is subject to the satisfaction of certain conditions,
including the approval of the Partnership's limited partners. If the sale of
Sycamore Valley Apartments is consummated, the Partnership's general partner
will commence the dissolution and termination of the Partnership. The
accompanying financial statements have not been prepared on the liquidation
basis of accounting, as the sale of Sycamore Valley Apartments is subject to
limited partner approval.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of McNeil Real Estate Fund V, Ltd.
as of December 31, 1995 and 1994, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1995, in
conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the index to
financial statements is presented for purposes of complying with the Securities
and Exchange Commission's rules and is not part of the basic financial
statements. This schedule has been subjected to the auditing procedures applied
in our audits of the basic financial statements and, in our opinion, fairly
states in all material respects the financial data required to be set forth
therein in relation to the basic financial statements taken as a whole.

/s/ Arthur Andersen LLP

Dallas, Texas
March 6, 1996

<PAGE>
McNEIL REAL ESTATE FUND V, LTD.

BALANCE SHEETS

December 31,
----------------------------------
1995 1994
-------------- --------------
ASSETS
- ------
<S> <C> <C>
Real estate investment:
Land..................................................... $ - $ 11,022,353
Buildings and improvements............................... - 8,799,260
-------------- -------------
- 19,821,613
Less: Accumulated depreciation.......................... - (5,897,942)
-------------- -------------
- 13,923,671

Asset held for sale......................................... 13,789,030 -

Cash and cash equivalents................................... 2,025,005 1,799,590
Cash segregated for security deposits....................... 144,797 145,245
Accounts receivable......................................... 8,260 4,326
Prepaid expenses and other assets........................... 61,414 31,953
Deferred borrowing costs (net of accumulated
amortization of $29,037 and $20,326 at
December 31, 1995 and 1994, respectively)................ 232,296 241,007
-------------- -------------
$ 16,260,802 $ 16,145,792
============== =============

LIABILITIES AND PARTNERS' EQUITY
- --------------------------------

Mortgage note payable....................................... $ 11,358,707 $ 11,424,420
Accounts payable............................................ 33,528 70,538
Accrued interest............................................ 72,090 63,663
Accrued expenses............................................ 48,936 21,617
Payable to affiliates - General Partner..................... 15,734 17,212
Security deposits and deferred rental income................ 152,328 147,926
-------------- -------------
11,681,323 11,745,376
-------------- -------------

Partners' equity:
Limited partners - 20,000 limited partnership
units authorized; 18,223 limited partnership
units issued and outstanding........................... 4,562,494 4,383,431
General Partner.......................................... 16,985 16,985
-------------- -------------
4,579,479 4,400,416
-------------- -------------
$ 16,260,802 $ 16,145,792
============== =============
</TABLE>

See accompanying notes to financial statements.

<PAGE>

McNEIL REAL ESTATE FUND V, LTD.

STATEMENTS OF INCOME
<TABLE>
<CAPTION>

For the Years Ended December 31,
--------------------------------------------------
1995 1994 1993
------------ ------------ -----------
Revenue:
<S> <C> <C> <C>
Rental revenue.......................... $ 4,051,346 $ 3,873,947 $ 3,840,256
Interest................................ 114,095 65,734 52,433
Gain on legal settlement................ 4,398 - -
----------- ----------- ----------
Total revenue......................... 4,169,839 3,939,681 3,892,689
----------- ----------- ----------

Expenses:
Interest................................ 858,103 760,051 793,105
Depreciation............................ 531,819 469,210 384,186
Property taxes.......................... 228,306 246,049 208,255
Personnel expenses...................... 324,116 329,734 302,844
Repairs and maintenance................. 437,311 436,209 458,223
Property management fees -
affiliates............................ 200,509 193,145 197,010
Utilities............................... 257,428 242,318 257,796
Other property operating expenses....... 269,002 223,150 219,363
General and administrative.............. 84,173 34,582 55,922
General and administrative -
affiliates............................ 40,000 30,000 60,450
----------- ----------- -----------
Total expenses........................ 3,230,767 2,964,448 2,937,154
----------- ----------- -----------

Net income................................. $ 939,072 $ 975,233 $ 955,535
=========== =========== ===========

Net income allocable to limited
partners................................ $ 939,072 $ 975,233 $ 955,535
Net income allocable to General
Partner................................. - - -
----------- ----------- -----------
Net income................................. $ 939,072 $ 975,233 $ 955,535
=========== =========== ===========

Net income per limited partnership
unit.................................... $ 51.53 $ 53.52 $ 52.44
=========== =========== ===========

Distribution per limited partnership
unit.................................... $ 41.71 $ 31.28 $ 63.03
=========== =========== ===========
</TABLE>

See accompanying notes to financial statements.

<PAGE>

McNEIL REAL ESTATE FUND V, LTD.

STATEMENTS OF PARTNERS' EQUITY

For the Years Ended December 31, 1995, 1994, and 1993

<TABLE>
<CAPTION>
Total
General Limited Partners'
Partner Partners Equity
--------------- --------------- ---------------

<S> <C> <C> <C>
Balance at December 31, 1992.............. $ 16,985 $ 4,171,224 $ 4,188,209

Net income................................ - 955,535 955,535

Distributions............................. - (1,148,553) (1,148,553)
-------------- -------------- --------------

Balance at December 31, 1993.............. 16,985 3,978,206 3,995,191

Net income................................ - 975,233 975,233

Distributions............................. - (570,008) (570,008)
-------------- --------------- --------------

Balance at December 31, 1994.............. 16,985 4,383,431 4,400,416

Net income................................ - 939,072 939,072

Distributions............................. - (760,009) (760,009)
-------------- -------------- --------------

Balance at December 31, 1995.............. $ 16,985 $ 4,562,494 $ 4,579,479
============== ============== ==============

</TABLE>

See accompanying notes to financial statements.

<PAGE>

McNEIL REAL ESTATE FUND V, LTD.

STATEMENTS OF CASH FLOWS

Increase (Decrease) in Cash and Cash Equivalents

For the Years Ended December 31,
-----------------------------------------------------
1995 1994 1993
--------------- -------------- ---------------

Cash flows from operating activities:
<S> <C> <C> <C>
Cash received from tenants.............. $ 4,048,707 $ 3,861,108 $ 3,810,905
Cash paid to suppliers.................. (1,407,627) (1,231,286) (1,306,641)
Cash paid to affiliates................. (241,987) (225,384) (253,860)
Interest received....................... 114,095 65,734 52,433
Interest paid........................... (840,965) (750,878) (795,173)
Gain on legal settlement................ 4,398 - -
Property taxes paid..................... (228,306) (246,049) (208,255)
------------- ------------- --------------
Net cash provided by operating
activities.............................. 1,448,315 1,473,245 1,299,409
------------- ------------- --------------

Net cash used in investing activities:
Additions to real estate investment..... (397,178) (406,397) (621,842)
------------- ------------- --------------

Cash flows from financing activities:
Principal payments on mortgage
note payable.......................... (65,713) (239,906) (290,422)
Distributions........................... (760,009) (570,008) (1,148,553)
------------- ------------- --------------
Net cash used in financing activities...... (825,722) (809,914) (1,438,975)
------------- ------------- --------------

Net increase (decrease) in cash and
cash equivalents........................ 225,415 256,934 (761,408)

Cash and cash equivalents at
beginning of year..................... 1,799,590 1,542,656 2,304,064
------------- ------------- --------------

Cash and cash equivalents at end
of year............................... $ 2,025,005 $ 1,799,590 $ 1,542,656
============= ============= ==============
</TABLE>

See accompanying notes to financial statements.

<PAGE>

McNEIL REAL ESTATE FUND V, LTD.

STATEMENTS OF CASH FLOWS

Reconciliation of Net Income to Net Cash Provided by
Operating Activities

For the Years Ended December 31,
----------------------------------------------------
1995 1994 1993
-------------- -------------- -------------

<S> <C> <C> <C>
Net income................................. $ 939,072 $ 975,233 $ 955,535
------------- ------------- ------------

Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation............................ 531,819 469,210 384,186
Amortization of deferred borrowing
costs................................. 8,711 8,711 7,117
Changes in assets and liabilities:
Cash segregated for security
deposits............................ 448 (26,166) (1,754)
Accounts receivable................... (3,934) 3,178 9,020
Prepaid expenses and other assets..... (29,461) (6,982) 15,301
Deferred borrowing costs.............. - - 1,080
Accounts payable...................... (37,010) 32,361 (35,652)
Accrued interest...................... 8,427 462 (10,265)
Accrued ground lease.................. - - (45,179)
Accrued proxy costs................... - - (2,129)
Accrued expenses...................... 27,319 (2,425) 4,338
Payable to affiliates - General
Partner............................. (1,478) (2,239) 3,600
Security deposits and deferred
rental income....................... 4,402 21,902 14,211
------------- ------------- --------------

Total adjustments................. 509,243 498,012 343,874
------------- ------------- --------------

Net cash provided by operating
activities............................ $ 1,448,315 $ 1,473,245 $ 1,299,409
============= ============= ==============

</TABLE>

See accompanying notes to financial statements.

<PAGE>

McNEIL REAL ESTATE FUND V, LTD.

NOTES TO FINANCIAL STATEMENTS
December 31, 1995

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------

Organization

McNeil Real Estate Fund V, Ltd. (the "Partnership") was organized September 12,
1974, as a limited partnership under the provisions of the California Uniform
Limited Partnership Act. The general partner of the Partnership is McNeil
Partners, L.P. (the "General Partner"), a Delaware limited partnership, an
affiliate of Robert A. McNeil ("McNeil"). The General Partner was elected at a
meeting of limited partners on March 26, 1992. Prior to March 26, 1992, Pacific
Investors Corporation, a wholly-owned subsidiary of Southmark Corporation
("Southmark"), and McNeil were the general partners of the Partnership which was
governed by an agreement of limited partnership dated September 12, 1974 (the
"Partnership Agreement"). The principal place of business for the Partnership
and the General Partner is 13760 Noel Road, Suite 700, LB70, Dallas, Texas
75240.

Basis of Presentation
- ---------------------

The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles ("GAAP"). The preparation of financial
statements in conformity with GAAP requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent 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.

Real Estate Investment
- ----------------------

The real estate investment is generally stated at the lower of cost or net
realizable value. The real estate investment is monitored on an ongoing basis to
determine if the property has sustained a permanent impairment in value. At such
time, a write-down is recorded to reduce the basis of the property to its net
realizable value. A permanent impairment is determined to have occurred when a
decline in property value is considered to be other than temporary based upon
management's expectations with respect to projected cash flows and prevailing
economic conditions.

Improvements and betterments are capitalized and expensed through depreciation
charges. Repairs and maintenance are charged to operations as incurred.

<PAGE>

In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of." This statement
requires that long-lived assets and certain identifiable intangibles to be held
and used by an entity be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. This statement is effective for financial statements for fiscal
years beginning after December 15, 1995. The Partnership has not adopted the
principles of this statement within the accompanying financial statements;
however, it is not anticipated that adoption will have a material effect on the
carrying value of the Partnership's long-lived assets.

Asset Held for Sale
- -------------------

Asset held for sale is stated at the lower of cost or estimated realizable
value.

Depreciation
- ------------

Buildings and improvements are depreciated using the straight-line method over
the estimated useful lives of the assets, ranging from 3 to 25 years.

Cash and Cash Equivalents
- -------------------------

Cash and cash equivalents include cash on hand and cash on deposit with
financial institutions with original maturities of three months or less.
Carrying amounts for cash and cash equivalents approximate fair value.

Deferred Borrowing Costs
- ------------------------

Loan fees and other related costs incurred to obtain long-term financing on real
property are capitalized and amortized using a method that approximates the
effective interest method over the term of the related mortgage note payable.
Amortization of deferred borrowing costs is included in interest expense on the
Statements of Income.

Rental Revenue
- --------------

The Partnership leases its residential property under short-term operating
leases. Lease terms generally are less than one year in duration. Rental income
is recognized as earned.

Income Taxes
- ------------

No provision for Federal income taxes is necessary in the financial statements
of the Partnership because, as a partnership, it is not subject to Federal
income tax and the tax effect of its activities accrues to the partners.

<PAGE>

Allocation of Net Income and Net Loss
- -------------------------------------

Net income from Partnership operations is allocated to the partners in the same
priorities as cash distributions from operations. Net income arising from the
sale or other disposition of the Partnership's property is allocated to the
partners in the same priorities as cash distributions arising from the sale of
Partnership properties. Net losses of the Partnership are allocated 95% to the
limited partners and 5% to the General Partner.

Federal income tax law provides that the allocation of loss to a partner will
not be recognized unless the allocation is in accordance with a partner's
interest in the partnership or the allocation has substantial economic effect.
Internal Revenue Code Section 704(b) and accompanying Treasury Regulations
establish criteria for allocations of Partnership deductions attributable to
debt. The Partnership's tax allocations for 1995, 1994 and 1993 have been made
in accordance with these provisions.

Distributions
- -------------

At the discretion of the General Partner, distributions to the partners are paid
from operations of the Partnership's property, from sales or refinancing of the
property, or from excess cash reserves maintained by the Partnership.

Distributions from operations of the Partnership's property are paid 100% to the
limited partners.

Distributions from sales or refinancing of the Partnership's property or from
excess cash reserves held by the Partnership are made in the following order:

(a) First to the limited partners in an amount that, when added to all prior
distributions to the limited partners, equals (i) a 7% per annum
cumulative return on the limited partners' adjusted invested capital and
(ii) the limited partners' original invested capital; then,

(b) Second to an affiliate of the General Partner in payment of the real
estate brokerage commission (see Note 2); then,

(c) Third to the limited partners in an amount equal to an additional 5% per
annum cumulative return on their adjusted invested capital; then,

(d) Fourth to the General Partner in an amount equal to the subordinated
incentive fee; then,

(e) All the remaining distributions are paid to the limited partners.

During 1995, 1994 and 1993, the Partnership distributed cash from operations of
$760,009, $570,008 and $1,148,553, respectively, to the limited partners. In
February 1996, a distribution of approximately $475,000 was made to the limited
partners.

No distributions were paid to the General Partner during the three years ended
December 31, 1995.

<PAGE>

Net Income Per Limited Partnership Unit
- ---------------------------------------

Net income per limited partnership unit ("Units") is computed by dividing net
income allocated to the limited partners by the number of Units outstanding. Per
unit information has been computed based on 18,223 units outstanding for 1995,
1994, and 1993.

NOTE 2 - TRANSACTIONS WITH AFFILIATES
- -------------------------------------

The Partnership pays property management fees equal to 5% of the gross rental
receipts of Sycamore Valley, the Partnership's residential property, to McNeil
Real Estate Management, Inc. ("McREMI"), an affiliate of the General Partner,
for providing property management and leasing services.

As compensation for administering the affairs of the Partnership, the General
Partner receives a partnership management fee equal to 5% of cash from
operations, as defined, but only if the limited partners receive distributions
of cash from operations equal to a 6% per annum non-cumulative return on their
adjusted invested capital. As shown in the table below, such fees were paid to
or accrued for the General Partner in each of the three years ended December 31,
1995.

The Partnership is obligated to pay commissions for real estate brokerage
services to an affiliate of the General Partner in connection with the sale of
the Partnership's property. Such commissions shall not exceed the lesser of (i)
the normal and competitive rate for similar services in the locality where the
services are performed, (ii) 50% of the standard commission or (iii) one-half of
the total acquisition fees which could have been paid to the General Partner
under the terms of the Partnership Agreement. There were no such fees in 1995,
1994 and 1993.

Under the terms of the Partnership Agreement, the General Partner is also
entitled to receive a subordinated incentive fee. This fee is an amount equal to
10% of the remaining cash from sales or refinancings, as defined, in excess of
the cost of all partnership properties, as defined. The cash from sales or
refinancing distributed to the limited partners has exceeded the subordination
requirement. There were no such fees in 1995, 1994 and 1993. See Note 8.

Compensation and reimbursements paid to or accrued for the benefit of the
General Partner or its affiliates are as follows:

For the Years Ended December 31,
----------------------------------------------------
1995 1994 1993
-------------- -------------- --------------

<S> <C> <C> <C>
Property management fees - affiliates...... $ 200,509 $ 193,145 $ 197,010
Charged to general and
administrative - affiliates:
Partnership management fee.............. 40,000 30,000 60,450
------------- ------------- -------------
$ 240,509 $ 223,145 $ 257,460
============= ============= =============
</TABLE>

<PAGE>

Payable to affiliates - General Partner consists primarily of unpaid property
management fees at December 31, 1995 and 1994. These payables are due and
payable from current operations.

NOTE 3 - TAXABLE INCOME
- -----------------------

McNeil Real Estate Fund V, Ltd. is a partnership and is not subject to Federal
and state income taxes. Accordingly, no recognition has been given to income
taxes in the accompanying financial statements of the Partnership since the
income or loss of the Partnership is to be included in the tax returns of the
individual partners. The tax returns of the Partnership are subject to
examination by Federal and state taxing authorities. If such examinations result
in adjustments to distributive shares of taxable income or loss, the tax
liability of the partners could be adjusted accordingly.

The Partnership's net assets and liabilities for tax purposes exceeded the net
assets and liabilities for financial reporting purposes by $741,161 in 1995,
$648,409 in 1994 and $625,886 in 1993.

NOTE 4 - REAL ESTATE INVESTMENT
- -------------------------------

The basis and accumulated depreciation of the Partnership's real estate
investment at December 31, 1995 and 1994 is set forth in the following table:

<TABLE>
<CAPTION>
Buildings and Accumulated Net Book
1994 (a) Land Improvements Depreciation Value
-------- -------------- ------------ -------------- ------------
<S> <C> <C> <C> <C>
Sycamore Valley
Fountain Valley, CA $ 11,022,353 $ 8,799,260 $ (5,897,942) $ 13,923,671
============= =========== ============ ===========
</TABLE>

(a) Sycamore is on the market for sale and therefore, at December 31, 1995,
is recorded as an asset held for sale. See Note 8 - Subsequent Event.

NOTE 5 - MORTGAGE NOTE PAYABLE
- ------------------------------

On August 14, 1992, the Partnership borrowed $12,000,000 by mortgaging its
Sycamore Valley property. The mortgage note is non-recourse and bears interest
at a monthly variable rate equal to the Eleventh Federal Reserve District's Cost
of Funds Index plus 2.5%. The mortgage note specifies that the interest rate may
not go below a floor rate of 6.502% nor above a ceiling rate of 13.502%. The
actual interest rate at December 31, 1995, 1994 and 1993 was 7.611%, 6.539% and
6.502%, respectively. Monthly debt service payments are adjusted annually to an
amount necessary to fully amortize the loan over a thirty-year period. The
monthly payment was adjusted from $74,166 to $79,728 effective October 1, 1995.
The note matures on August 14, 2022.

<PAGE>

Scheduled principal maturities of the mortgage note payable are as follows:

<S> <C>
1996.................................... $ 94,929
1997.................................... 102,416
1998.................................... 110,495
1999.................................... 119,210
2000.................................... 128,613
Thereafter.............................. 10,803,044
----------
Total $11,358,707
==========
</TABLE>

Based on borrowing rates currently available to the Partnership for a mortgage
loan with similar terms and average maturities, the fair value of the mortgage
note payable was approximately $9,605,000 as of December 31, 1995.

NOTE 6 - LEGAL PROCEEDINGS
- --------------------------

This action was dismissed without prejudice in November 1995.

<PAGE>

2) High River Limited Partnership v. McNeil Partners, L.P., McNeil
Investors, Inc., McNeil Pacific Investors 1972, Ltd., McNeil Real Estate
Fund V, Ltd., McNeil Real Estate Fund IX, Ltd., McNeil Real Estate Fund X,
Ltd., McNeil Real Estate Fund XI, Ltd., McNeil Real Estate Fund XIV, Ltd.,
McNeil Real Estate Fund XV, Ltd., McNeil Real Estate Fund XX, L.P., McNeil
Real Estate Fund XXIV, L.P., McNeil Real Estate Fund XXV, L.P., Robert A.
McNeil and Carole J. McNeil - United States District Court for the Southern
District of New York, (Case No. 95 Civ. 9488) (Second Action).

On November 7, 1995, High River filed a second complaint with the District
Court which alleges, inter alia, that McNeil Partners, L.P.'s (the "General
Partner") Schedule 14D-9 filed in connection with the High River tender
offers was materially false and misleading, in violation of Sections 14(d)
and 14(e) of the Securities Exchange Act of 1934, 15 U.S.C. Section 78n(d)
and (e), and the SEC Regulations promulgated thereunder; and that High
River further alleges that the General Partner has wrongfully refused to
admit High River as a limited partner to the ten partnerships referenced
above. Additionally, High River purports to assert claims derivatively on
behalf of McNeil Real Estate Fund IX, Ltd., McNeil Real Estate Fund XI,
Ltd., McNeil Real Estate Fund XV, Ltd., McNeil Real Estate Fund XXIV, L.P.
and McNeil Real Estate Fund XXV, L.P., for breach of contract and breach of
fiduciary duty, asserting that the General Partner has charged these
partnerships excessive fees. High River's complaint seeks, inter alia,
preliminary injunctive relief requiring the General Partner to admit High
River as a limited partner in each of the ten partnerships referenced above
and to transfer the tendered units of interest in the partnerships to High
River; an unspecified award of damages payable to High River and an
additional unspecified award of damages payable to certain of the
partnerships; an order that defendants must discharge their fiduciary
duties and must account for all fees they have received from certain of the
partnerships; and attorneys' fees.

On January 31, 1996, this action was dismissed without prejudice.

<PAGE>

class members, despite the fact that the Partnerships have positive cash
flows and substantial cash balances, and (4) failing to take steps to
create an auction market for equity interests of the Partnerships, despite
the fact that a third party bidder filed tender offers for approximately
forty-five percent (45%) of the outstanding units of each of the
Partnerships. Plaintiff also claims that Defendants have breached the
partnership agreements of the Partnerships by failing to take steps to
liquidate the Properties and by their alteration of the Partnerships'
primary purposes, their acts in contravention of these agreements, and
their use of the assets of the Partnerships for their own benefit instead
of for the benefit of the Partnerships.

The Defendants deny that there is any merit to Plaintiff's allegations and
intend to vigorously defend this action.

The Defendants deny that there is any merit to Plaintiff's allegations and
intend to vigorously defend these actions.

5) Alfred Napoletano v. McNeil Partners, L.P., McNeil Investors, Inc.,
Robert A. McNeil, Carole J. McNeil, McNeil Pacific Investors Fund 1972,
Ltd., McNeil Real Estate Fund V, Ltd., McNeil Real Estate Fund IX, Ltd.,
McNeil Real Estate Fund X, Ltd., McNeil Real Estate Fund XI, Ltd., McNeil
Real Estate Fund XIV, Ltd., McNeil Real Estate Fund XV, Ltd., McNeil Real
Estate Fund XX, L.P., McNeil Real Estate Fund XXIV, L.P., McNeil Real
Estate Fund XXV, L.P. - Superior Court of the State of California, County
of Los Angeles, Case No. BC133849 (Class Action Complaint)

<PAGE>

The Defendants deny that there is any merit to Plaintiff's allegations and
intend to vigorously defend this action.

6) Warren Heller v. McNeil Partners, L.P., McNeil Investors, Inc., Robert
A. McNeil, Carole J. McNeil, McNeil Pacific Investors Fund 1972, Ltd.,
McNeil Real Estate Fund V, Ltd., McNeil Real Estate Fund IX, Ltd., McNeil
Real Estate Fund X, Ltd., McNeil Real Estate Fund XI, Ltd., McNeil Real
Estate Fund XIV, Ltd., McNeil Real Estate Fund XV, Ltd., McNeil Real Estate
Fund XX, L.P., McNeil Real Estate Fund XXIV, L.P., McNeil Real Estate Fund
XXV, L.P. - Superior Court of the State of California, County of Los
Angeles, Case No. BC133957 (Class Action Complaint)

Plaintiff brings this class action on behalf of a class of all persons and
entities who are current owners of units and/or are limited partners in one
or more of the partnerships referenced above (as defined in this Section 6,
the "Partnerships"). Plaintiff alleges that McNeil Partners, L.P., McNeil
Investors, Inc., Robert A. McNeil and other senior officers (as defined in
this Section 6, collectively, the "Defendants") have breached their
fiduciary duties to the class members by, among other things, (1) taking
steps to prevent the consummation of the High River tender offers, (2)
failing to take steps to maximize unitholders' or limited partners' values,
including failure to liquidate the properties owned by the Partnerships,
(3) managing the Partnerships so as to extend indefinitely the present fee
arrangements, and (4) paying itself and entities owned and controlled by
the general partner excessive fees and reimbursements of general and
administrative expenses.

The Defendants deny that there is any merit to Plaintiff's allegations and
intend to vigorously defend this action.

7) HCW Pension Real Estate Fund, Ltd. et al. v. Ernst & Young, BDO Seidman et
al (Case #92-06560-A). This suit was filed on behalf of the Partnership and
other affiliated partnerships (the "Affiliated Partnerships") on May 26,
1992, in the 14th Judicial District Court of Dallas County. The petition
sought recovery against the Partnership's former auditors, BDO Seidman, for
negligence and fraud in failing to detect and/or report overcharges of
fees/expenses by Southmark, the former general partner. The former auditors
asserted counterclaims against the Affiliated Partnerships based on alleged
fraudulent misrepresentations made to the auditors by the former management
of the Affiliated Partnerships (Southmark) in the form of client
representation letters executed and delivered to the auditors by Southmark
management. The counterclaims sought recovery of attorneys' fees and costs

<PAGE>

incurred in defending this action. The original petition also alleged
causes of action against certain former officers and directors of the
Partnership's original general partner for breach of fiduciary duty, fraud
and conspiracy relating to the improper assessment and payment of certain
administrative fees/expenses. On January 11, 1994 the allegations against
the former officers and directors were dismissed.

The trial court granted summary judgment in favor of Ernst & Young and BDO
Seidman on the fraud and negligence claims based on the statute of
limitations. The Affiliated Partnerships appealed the summary judgment to
the Dallas Court of Appeals. In August 1995, the Appeals Court upheld all
of the summary judgments in favor of BDO Seidman. In exchange for the
plaintiff's agreement not to file any motions for rehearing or further
appeals, BDO Seidman agreed that it will not pursue the counterclaims
against the Partnership.

NOTE 7 - GAIN ON LEGAL SETTLEMENT
- ---------------------------------

The Partnership filed claims with the United States Bankruptcy Court for the
Northern District of Texas, Dallas Division (the "Bankruptcy Court") against
Southmark Corporation ("Southmark"), an affiliate of a previous general partner,
for damages relating to improper overcharges, breach of contract and breach of
fiduciary duty. The Partnership settled these claims in 1991, and such
settlement was approved by the Bankruptcy Court.

NOTE 8 - SUBSEQUENT EVENTS
- --------------------------

<PAGE>

McNEIL REAL ESTATE FUND V, LTD.
SCHEDULE III
REAL ESTATE INVESTMENT AND ACCUMULATED DEPRECIATION
December 31, 1995

<TABLE>
<CAPTION>
Cumulative Costs
Initial Cost Write-down Capitalized
Related Buildings and and Permanent Subsequent
Description Encumbrances Land Improvements Impairment To Acquisition
- ---------------------- -------------- -------------- -------------- ------------ ----------------

<S> <C> <C> <C> <C> <C>
Sycamore Valley
Fountain Valley, CA $ 11,358,707 $ - $ - $ - $ -
============= ============= ============= =========== ============

</TABLE>

See accompanying notes to Schedule III.

<PAGE>

McNEIL REAL ESTATE FUND V, LTD.
SCHEDULE III
REAL ESTATE INVESTMENT AND ACCUMULATED DEPRECIATION
December 31, 1995
<TABLE>
<CAPTION>

Gross Amount at
Which Carried at Close of Period Accumulated
Buildings and Depreciation
Description Land Improvements Total (a) and Amortization
- ----------------------- -------------- -------------- ---------------- ----------------

<S> <C> <C> <C> <C>
Sycamore Valley
Fountain Valley, CA $ (b) $ (b) $ 13,789,030 $ (b)
============= ============= =============== =============
</TABLE>

(a) For Federal income tax purposes, the property is depreciated over lives
ranging from 15-25 years using ACRS or MACRS methods. The aggregate cost of
the real estate investment for Federal income tax purposes was
approximately $20,218,809 and accumulated depreciation was $6,373,332
December 31, 1995.

(b) Asset held for sale is stated at the lower of cost or net realizable value.
Historical cost, net of accumulated depreciation and cumulative
write-downs, becomes the new cost basis when the asset is classified as
"Held for Sale."

See accompanying notes to Schedule III.

<PAGE>

McNEIL REAL ESTATE FUND V, LTD.
SCHEDULE III
REAL ESTATE INVESTMENT AND ACCUMULATED DEPRECIATION
December 31, 1995

Date of Date Depreciable
Description Construction Acquired lives (years)
- ---------------------- ------------ -------- -------------
<S> <C> <C> <C>
Sycamore Valley
Fountain Valley, CA 1970 12/75 3-25

</TABLE>

See accompanying notes to Schedule III.

<PAGE>

McNEIL REAL ESTATE FUND V, LTD.

Notes to Schedule III

Real Estate Investment and
Accumulated Depreciation

A summary of activity for real estate investment and accumulated depreciation is
as follows:

For the Years Ended December 31,
--------------------------------------------------
1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
Real estate investment:
- -----------------------

Balance at beginning of year............... $ 19,821,613 $ 19,415,216 $ 18,793,374

Acquisition................................ - - -

Improvements............................... 397,178 406,397 621,842

Reclassification to asset held for sale.... (20,218,791) - -
----------- ----------- -----------

Balance at end of year..................... $ - $ 19,821,613 $ 19,415,216
=========== =========== ===========

Accumulated depreciation:
- -------------------------

Balance at beginning of year............... $ 5,897,942 $ 5,428,732 $ 5,044,546

Depreciation............................... 531,819 469,210 384,186

Reclassification to asset held for sale.... (6,429,761) - -
------------ ------------ -----------

Balance at end of year..................... $ - $ 5,897,942 $ 5,428,732
============ ============ ===========

Asset held for sale:
- --------------------

Balance at beginning of year............... $ -

Reclassification to asset held for sale.... 13,789,030
------------

Balance at end of year..................... $ 13,789,030
============

</TABLE>

<PAGE>

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

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- -------- --------------------------------------------------

Neither the Partnership nor the General Partner has any directors or executive
officers. The names and ages of, as well as the positions held by, the officers
and directors of McNeil Investors, Inc., the general partner of the General
Partner, are as follows:

Other Principal Occupations and Other
Name and Position Age Directorships During the Past 5 Years
- ----------------- --- -------------------------------------
<TABLE>
<CAPTION>

<S> <C> <C>
Robert A. McNeil, 75 Mr. McNeil is also Chairman of the Board
Chairman of the and Director of McNeil Real Estate
Board and Director Management, Inc. ("McREMI") which is an
affiliate of the General Partner.
He has held the foregoing positions
since the formation of such entity in
1990. Mr. McNeil received his B.A.
degree from Stanford University in
1942 and his L.L.B. degree
from Stanford Law School in 1948. He is
a member of the State Bar of California
and has been involved in real estate
financing since the late 1940's and
in real estate acquisitions,
syndications and dispositions since 1960.
From 1986 until active operations of
McREMI and McNeil Partners, L.P. began
in February 1991, Mr. McNeil was a
private investor. Mr. McNeil is a member
of the International Board of Directors
of the Salk Institute, which promotes
research in improvements in health care.

Carole J. McNeil 52 Mrs. McNeil is Co-Chairman, with husband
Co-Chairman of the Robert A. McNeil, of McNeil Investors,
Board Inc. Mrs. McNeil has twenty years of
real estate experience, most recently
as a private investor from 1986 to
1993. In 1982, she founded Ivory &
Associates, a commercial real estate
brokerage firm in San Francisco, CA.
Prior to that, she was a commercial real
estate associate with the Madison
Company and, earlier, a commercial sales
associate and analyst with Marcus and
Millichap in San Francisco. In 1978,
Mrs. McNeil established Escrow Training
Centers, California's first accredited
commercial training program for title
company escrow officers and real estate
agents needing college credits to
qualify for brokerage licenses. She
began in real estate as Manager and
Marketing Director of Title Insurance
and Trust in Marin County, CA. Mrs.
McNeil serves on the International Board
of Directors of the Salk Institute.
</TABLE>

<PAGE>

Other Principal Occupations and Other
Name and Position Age Directorships During the Past 5 Years
- ----------------- --- -------------------------------------

<S> <C> <C>
Donald K. Reed, 50 Mr. Reed is President, Chief Executive
Director, President, Officer and Director of McREMI which
and Chief Executive is an affiliate of the General Partner.
Officer Prior to joining McREMI in March 1993,
Mr. Reed was President, Chief Operating
Officer and Director of Duddlesten
Management Corporation and Duddlesten
Realty Advisors, Inc., with
responsibility for a management
portfolio of office, retail,
multi-family and mixed-use land projects
representing $2 billion in asset value.
He was also Chief Operating Officer,
Director and member of the Executive
Committee of all Duddlesten affiliates.
Mr. Reed started with the Duddlesten
companies in 1976 and served as Senior
Vice President and Chief Financial
Officer and as Executive Vice President
and Chief Operating Officer of
Duddlesten Management Corporation before
his promotion to President in 1982. He
was President and Chief Operating
Officer of Duddlesten Realty Advisors,
Inc., which has been engaged in real
estate acquisitions, marketing and
dispositions, since its formation in
1989.

Ron K. Taylor 38 Mr. Taylor is a Senior Vice President of
Vice President McREMI and has been in this capacity
since McREMI commenced active operations
in 1991. He also serves as Acting Chief
Financial Officer of McREMI since the
resignation of Robert C. Irvine on
January 31, 1996. Mr. Taylor is
primarily responsible for Asset
Management functions at McREMI,
including property dispositions,
commercial leasing, real estate finance
and portfolio management. Prior to
joining McREMI, Mr. Taylor served as an
Executive Vice President for a national
syndication/property management company.
Mr. Taylor has been involved in the real
estate industry since 1983.

</TABLE>

Each director shall serve until his successor shall have been duly elected and
qualified.

<PAGE>

ITEM 11. EXECUTIVE COMPENSATION
- -------- ----------------------

No direct compensation was paid or payable by the Partnership to directors or
officers (since it does not have any directors or officers) for the year ended
December 31, 1995, nor was any direct compensation paid or payable by the
Partnership to directors or officers of the general partner of the General
Partner for the year ended December 31, 1995. The Partnership has no plans to
pay any such remuneration to any directors or officers of the general partner of
the General Partner in the future.

See Item 13 - Certain Relationships and Related Transactions for amounts of
compensation and reimbursements paid by the Partnership to the General Partner
and its affiliates.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- -------- --------------------------------------------------------------

(A) Security ownership of certain beneficial owners.

No individual or group, as defined by Section 13(d) (3) of the
Securities Exchange Act of 1934, known to the Partnership, is the
beneficial owner of more than 5% of the Partnership's securities other
than a group comprised of 13 limited partnerships which owns 1,078
Units (approximately 5.92% of the outstanding limited partnership
units). The sole general partner of each partnership is Liquidity
Financial Group, L.P., a California limited partnership whose sole
general partner is Liquidity Financial Corporation, all of whose
outstanding stock is owned by Richard G. Wollack and Brent R.
Donaldson. The business address for each of the partnerships in the
group is 2200 Powell Street, Suite 700, Emeryville, California, 94068.

(B) Security ownership of management.

The General Partner and the officers and directors of its general
partner collectively own 105 Units, which is less than 1% of the
outstanding Units.

None.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------- ----------------------------------------------

The Partnership pays property management fees equal to 5% of the gross rental
receipts to McREMI, an affiliate of the General Partner, for providing property
management services for the residential property. For the year ended December
31, 1995, the Partnership paid or accrued for McREMI $200,509 in property
management fees.

As compensation for administering the affairs of the Partnership, the General
Partner receives a partnership management fee equal to 5% of cash from
operations, as defined, but only if the limited partners receive distributions
of cash from operations equal to a 6% per annum non-cumulative return on their
adjusted invested capital. For the year ended December 31, 1995, the Partnership
paid to or accrued for the General Partner $40,000 in partnership management
fees.

<PAGE>

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

See accompanying Index to Financial Statements at Item 8.

(A) Exhibits
<TABLE>
<CAPTION>

Exhibit
Number Description

<S> <C>
3. Partnership Agreement dated
September 12, 1974 and amended and
restated January 31, 1975. (1)

3.1 Amendment to the Amended Partnership
Agreement, dated March 26, 1992. (2)

10.1 Promissory Note, dated August 14,
1992, between McNeil Real Estate
Fund V, Ltd. and World Savings and
Loan Association. (1)

10.2 Grant Deed, dated August 27, 1992,
between BRE Properties, Inc. and
McNeil Real Estate Fund V, Ltd. (1)

10.3 Property Management Agreement, dated
October 1, 1993, between McNeil
Real Estate Fund V, Ltd. and McNeil
Real Estate Management, Inc. (2)

10.4 Revolving Credit Agreement, dated
August 6, 1991, between McNeil
Partners and McNeil Real Estate Fund
V, Ltd. (2)

11. Statement regarding computation of
Net Income per limited partnership
unit (see Item 8 - Note 1)

(1) Incorporated by reference to the
Annual Report of McNeil Real Estate
Fund V, Ltd. (File No. 0-8229), on
Form 10-K for the period ended
December 31, 1992, as filed with
the Securities and Exchange
Commission on March 30, 1993.

(2) Incorporated by reference to the
Annual Report of McNeil Real Estate
Fund V, Ltd. (File No. 0-8229), on
Form 10-K for the period ended
December 31, 1993, as filed
with the Securities and Exchange
Commission on March 30, 1994.

27. Financial Data Schedule for the year
ended December 31, 1995.
</TABLE>

(B) Reports on Form 8-K. There were no reports on Form 8-K filed during the
quarter ended December 31, 1995.

<PAGE>

McNEIL REAL ESTATE FUND V, LTD.
A Limited Partnership

SIGNATURE PAGE

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

<TABLE>
<CAPTION>
McNEIL REAL ESTATE FUND V, LTD.

By: McNeil Partners, L.P., General Partner

By: McNeil Investors, Inc., General Partner

<S> <C>
March 29, 1996 By: /s/ Robert A. McNeil
- -------------- -------------------------------------------------
Date Robert A. McNeil
Chairman of the Board and Director
(Principal Executive Officer)

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.

March 29, 1996 By: /s/ Donald K. Reed
- -------------- -----------------------------------------------------
Date Donald K. Reed
President and Director of McNeil Investors, Inc.

March 29, 1996 By: /s/ Ron K. Taylor
- -------------- -----------------------------------------------------
Date Ron K. Taylor
Acting Chief Financial Officer
of McNeil Investors, Inc.

March 29, 1996 By: /s/ Brandon K. Flaming
- -------------- -----------------------------------------------------
Date Brandon K. Flaming
Chief Accounting Officer of McNeil Investors, Inc.

</TABLE>

<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 2,025,005
<SECURITIES> 0
<RECEIVABLES> 8,260
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 16,260,802
<CURRENT-LIABILITIES> 0
<BONDS> 11,358,707
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 16,260,802
<SALES> 4,051,346
<TOTAL-REVENUES> 4,169,839
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,372,664
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 858,103
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 939,072
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 939,072
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

</TABLE>