PAINE WEBBER INCOME PROPERTIES FIVE LTD PARTNERSHIP
8-K, 1999-01-13
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, 1999
                                                         ----------------

             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

      The Partnership filed a Form 12b-25,  Notice of Late Filing, for the above
referenced limited partnership on December 29, 1998. As of January 13, 1999, 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 the independent  audit of two of the
Partnership's  significant  subsidiaries (Greenbrier Associates and Seven Trails
Associates).  The audit of these joint  ventures 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 a 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.



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:  Fifth Income Properties Fund, Inc.
                                   ----------------------------------
                                   Managing General Partner



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


Date:  January 13, 1999



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