PAINE WEBBER INCOME PROPERTIES FIVE LTD PARTNERSHIP
8-K, 1998-01-13
REAL ESTATE INVESTMENT TRUSTS
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                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549


                                    Form 8-K

                                 CURRENT REPORT



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


      Date of Report (Date of earliest event reported) January 13, 1998
                                                       ----------------

            PaineWebber Income Properties Five Limited Partnership
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

     Delaware                       0-12087                      04-2780287
- -----------------------------    ------------                  --------------
(State or other jurisdiction)    (Commission                   (IRS Employer
        of incorporation          File Number)               Identification No.)



265 Franklin Street, Boston, Massachusetts                            02110
- ------------------------------------------                          ---------
(Address of principal executive offices)                            (Zip Code)

Registrant's telephone number, including area code (617) 439-8118


            (Former name or address, if changed since last report)











<PAGE>




                                FORM 8-K
                             CURRENT REPORT

         PAINEWEBBER INCOME PROPERTIES FIVE LIMITED PARTNERSHIP

ITEM 5 - Other Events

      On December 29, 1997, the Partnership filed a Form 12b-25,  Notice of Late
Filing,  regarding its Annual  Report on Form 10-K for the year neded  September
30, 1997.  As of January 13, 1998,  the last date for the timely  filing of such
report  pursuant to Rule 12b-25(b),  the  Partnership  continues to be unable to
file its Annual Report.

      The  inability of the  registrant  to file its Annual  Report at this date
arises because of the inability to finalize an  independent  audit of one of the
Partnership's significant subsidiaries  (Randallstown Carriage Hill Associates).
The  audit  of  this  joint  venture  is  being  held up by the  failure  of the
Partnership's co-venture partner to sign a standard audit representation letter.
The co-venturer has withheld this signature  pending the resolution of a dispute
with the  Partnership.  Every  effort has been and will  continue  to be made to
resolve this dispute,  which will have no material  effect on the  Partnership's
financial statements, so that the Partnership can file its Annual Report.

      The Annual  Report will contain no material  fourth  quarter  adjustments.
Nonetheless,  since the report cannot be filed on a timely  basis,  the Managing
General  Partner  has  decided  to  suspend  secondary  market  trading  in  the
Partnership's limited partnership units until the Form 10-K is filed.



ITEM 7 - Financial Statements and Exhibits

   (a)   Financial Statements:  None

   (b)   Exhibits:  None


<PAGE>


                                FORM 8-K

                             CURRENT REPORT

         PAINEWEBBER INCOME PROPERTIES FIVE LIMITED PARTNERSHIP




                               SIGNATURES



      Pursuant to the  requirements  of the Securities and Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

         PAINEWEBBER INCOME PROPERTIES FIVE LIMITED PARTNERSHIP
                              (Registrant)




                              By:/S/ Walter V. Arnold
                                 --------------------
                                 Walter V. Arnold
                                 Senior Vice President and
                                 Chief Financial Officer


Date:  January 13, 1998



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