BRAUVIN REAL ESTATE FUND LP 5, 10-K, 1996-04-01

BRAUVIN REAL ESTATE FUND LP 5
10-K, 1996-04-01
REAL ESTATE

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<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

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

For the fiscal year 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 0-14481

Brauvin Real Estate Fund L.P. 5
(Exact name of registrant as specified in its charter)

Delaware 36-3432071
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

150 South Wacker Drive, Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)

(312) 443-0922
(Registrant's telephone number, including area code)

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

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

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

Limited Partnership Interests
(Title of class)

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

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

The aggregate sales price of the limited partnership interests of
the registrant (the "Units") to unaffiliated investors of the
registrant was $9,914,500. This does not reflect market value.
This is the price at which the Units were sold to the public.
There is no current market for these Units, nor have any Units
been sold within the last 60 days prior to this filing.

Portions of the Prospectus of the registrant dated March 1, 1985,
as supplemented, and filed pursuant to Rule 424(b) and 424(c)under
the Securities Act of 1933, as amended, are incorporated by
reference into Parts II, III and IV of this Annual Report on Form
10-K.

<PAGE>
BRAUVIN REAL ESTATE FUND L.P. 5
1995 FORM 10-K ANNUAL REPORT
INDEX

PART I
Page
Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . 3

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

Item 3. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . .13

Item 4. Submission of Matters to a Vote of Security
Holders. . . . . . . . . . . . . . . . . . . . . . . . . . .13

PART II
Item 5. Market for the Registrant's Limited Partnership
Interests and Related Partnership Matters. . . . . . . . . .14

Item 6. Selected Financial Data. . . . . . . . . . . . . . . . . . .15

Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . . . . .17

Item 8. Consolidated Financial Statements and
Supplementary Data . . . . . . . . . . . . . . . . . . . . .26

Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure. . . . . . . . . . . . .26

PART III
Item 10. Directors and Executive Officers of the
Registrant . . . . . . . . . . . . . . . . . . . . . . . . .27

Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . .30

Item 12. Security Ownership of Certain Beneficial Owners
and Management . . . . . . . . . . . . . . . . . . . . . . .31

Item 13. Certain Relationships and Related Transactions . . . . . . .31

PART IV
Item 14. Exhibits, Consolidated Financial Statement
Schedules, and Reports on Form 8-K . . . . . . . . . . . . .33

Signatures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .34
<PAGE>
BRAUVIN REAL ESTATE FUND L.P. 5
(a Delaware limited partnership)

PART I

Item 1. Business.

Brauvin Real Estate Fund L.P. 5 (the "Partnership") is a Delaware
limited partnership formed in 1985 whose business has been devoted
exclusively to acquiring, operating, holding for investment and
disposing of existing office buildings, shopping centers and
industrial and retail commercial buildings, all in greater
metropolitan areas.

The General Partners originally intended to dispose of the
Partnership's properties approximately five to eight years after
acquisition of each property, with a view toward liquidation of the
Partnership. Due to current real estate market conditions and
economic trends the General Partners instead believe it to be in
the best interest of the Partnership to retain the properties until
such time as the General Partners reasonably believe it is
appropriate to dispose of the Partnership's properties. In order
to make this determination, the General Partners periodically
evaluate market conditions. However, since the amended and
restated limited partnership agreement (the "Agreement") provides
that the Partnership shall terminate December 31, 2025, unless
sooner terminated, the General Partners shall in no event dispose
of the properties after that date.

As of December 31, 1995, the Partnership had acquired one rental
property, a 42% interest in a joint venture which acquired a second
rental property and a 53% interest in a joint venture which
acquired a third rental property. A fourth rental property which
the Partnership had acquired a 54% interest in a joint venture was
foreclosed upon on May 15, 1995. The Partnership will not purchase
any additional properties. Operations currently consist of
operating the real estate properties which have been managed by
Brauvin Management Company, Inc. (an affiliate of the General
Partners). The focus of property management activities has seen
improvement in the economic performance of the properties with the
goal of maximizing value to the Partnership upon disposition.

The Partnership has no employees.

Market Conditions/Competition

The Partnership faces active competition in all aspects of its
business and must compete with entities which own properties
<PAGE>
similar in type to those owned by the Partnership. Competition
exists in such areas as attracting and retaining creditworthy
tenants, financing capital improvements and eventually selling
properties. Many of the factors affecting the ability of the
Partnership to compete are beyond the Partnership's control, such
as softened markets caused by an oversupply of similar rental
facilities, declining performance in the economy in which a
property is located, population shifts, reduced availability and
increased cost of financing, changes in zoning laws or changes in
patterns of the needs of users. The marketability of the
properties may also be affected by prevailing interest rates and
existing tax laws. The Partnership may be required to retain
ownership of its properties for periods shorter or longer than
anticipated at acquisition or it may refinance, sell or otherwise
dispose of certain properties at times or on terms and conditions
that are less advantageous than would otherwise be the case if such
unfavorable economic or market conditions did not exist.

Market conditions have weakened in several markets resulting in
lower cash flows than were originally anticipated. The Partnership
strives to maximize economic occupancy and, as such, must adjust
rents to attract and retain tenants. One measure of a market's
relative strength or weakness is the current rental rate demanded
by non-anchor tenants. These rates are for tenants who generally
sign leases of three to five years and are an indicator of the
"spot" rental market. Non-anchor tenant rental rates, expressed per
square foot per year, have increased at the Crown Point property
located in Kingsport, Tennessee, from approximately $9.00 per
square foot in 1993 to approximately $11.00-$12.00 per square foot
in 1995. However, the Partnership has not benefitted from these
increases due to the existence of leases that were negotiated in
prior years. The rates for non-anchor tenants at Sabal Palm in
Palm Bay, Florida have declined from approximately $16.00 per
square foot in 1990 to approximately $12.00 per square foot in
1995. Similarly, at Strawberry Fields in West Palm Beach, Florida
the rates have declined from approximately $16.00 per square foot
in 1988 to approximately $8.00 per square foot in 1995.

The Partnership, by virtue of its ownership of real estate, is
subject to federal and state laws and regulations covering various
environmental issues. Management of the Partnership retains the
services of third parties who hold themselves out to be experts in
the field to assess a wide range of environmental issues and
conduct tests for environmental contamination. Management believes
<PAGE>
that all real estate owned by the Partnership is in full compliance
with applicable environmental laws and regulations.

Item 2. Properties.

The following is a discussion of the rental properties owned and
operated by the Partnership. For the purpose of the information
disclosed in this section, the following terms are defined as
follows:

Occupancy Rate: The occupancy rate is defined as the occupied
square footage at December 31, divided by the total square footage
excluding square footage of outparcels, if any.

Average Annual Base Rent Per Square Foot: The average annual
base rent per square foot is defined as the total effective base
rental income for the year divided by the average square feet
occupied excluding outparcels, if any.

Average Square Feet Occupied: The average square feet occupied
is calculated by averaging the occupied square feet at the
beginning of the year with the occupied square feet at the end of
the year excluding outparcels, if any.

During the year ended December 31, 1995, the Partnership owned
the properties described below:

(a) Crown Point Shopping Center ("Crown Point")

On September 12, 1985, the Partnership acquired Crown Point, an
approximately 71,500 square foot shopping center located in
Kingsport, Sullivan County, Tennessee. Crown Point is composed of
a main building, constructed in two phases, and two outparcel
buildings of approximately 6,500 square feet. Phase I of Crown
Point and one outparcel building were completed in 1984. Phase II
of Crown Point and the other outparcel building were completed in
1985. The anchor tenant is a Food City grocery. Burger King, a
division of Grand Metropolitan PLC, is located on one of the
outparcel buildings which is also owned by the Partnership. Crown
Point was 98% occupied at December 31, 1995.

The Partnership purchased Crown Point for $5,341,696 consisting
of approximately $1,775,000 paid in cash at closing and the balance
by assuming an existing first mortgage loan of $3,566,696. The
<PAGE>
lender provided the first mortgage loan through the sale of tax-exempt
bonds. The loan has a 30-year term and bears interest at
the rate of 9.69% per annum. The lender can call this loan on
December 1, 1994 or on any subsequent fifth anniversary thereof.
On November 22, 1994, the current lender, NationsBank of Tennessee,
(the "Lender") exercised the right to call all amounts due as of
March 1, 1995. On March 1, 1995, a Forbearance Agreement was
executed between the Partnership and the Lender where the Lender
agreed to forbear from pursuing remedies with respect to defaults
through and including September 1, 1995 (the "First Forbearance
Period"). During the First Forbearance Period the terms and
conditions of the mortgage remained unchanged. Effective September
1, 1995, the Lender agreed to further forebear from pursuing
remedies with respect to defaults through and including December 1,
1995 (the "Second Forbearance Period"). During the Second
Forbearance Period the terms and conditions of the mortgage also
remained unchanged. Subsequent to December 1, 1995, the Lender
verbally agreed to forebear from pursuing remedies with respect to
defaults through December 31, 1995 in light of the ongoing
refinancing negotiations with NationsBanc Mortgage Corporation, a
Texas corporation with principal offices in Charlotte, North
Carolina. On December 28, 1995, the loan balance was paid in full
when the Crown Point property was refinanced with NationsBanc
Mortgage Capital Corporation. The refinancing resulted in a
$3,275,000 non-recourse loan with a fixed interest rate of 7.55%
and a maturity of January 1, 2003.

The occupancy rate and average annual base rent per square foot
at December 31 for the last five years are as follows:

1995 1994 1993 1992 1991

Occupancy Rate 98% 94% 82% 81% 77%

Average Annual Base
Rent Per Square Foot $6.73 $6.40 $7.04 $7.21 $7.79

Crown Point has two tenants which individually occupy ten percent
or more of the rentable square footage. The following is a summary
of the tenant rent roll at December 31, 1995:
<PAGE> Annual Lease
Square Base Expiration Renewal Nature of
Tenant Feet Rent Date Options Business
Food City 39,652 $257,738 8/2004 5/5 yrs ea. Food Store
Contel
Cellular 12,800 64,000 8/99 None Telecom-
munication
Services
Others 17,800 140,875 Various Various
Vacant 1,200 --
71,452 $462,613

(b) Strawberry Fields Shopping Center ("Strawberry Fields")

On December 12, 1985, the Partnership and Brauvin Real Estate
Fund L.P. 4 ("BREF 4"), an affiliated public real estate limited
partnership, formed a joint venture (the "Strawberry Joint
Venture") to purchase Strawberry Fields located in West Palm Beach,
Florida for $9,875,000. The Partnership has a 42% interest in the
joint venture which owns Strawberry Fields and BREF 4 has a 58%
interest in the joint venture which owns Strawberry Fields. The
purchase was funded with $3,875,000 cash at closing and $6,000,000
from the proceeds of a first mortgage loan.

In February 1993, the Strawberry Joint Venture finalized a
refinancing of the first mortgage loan on Strawberry Fields (the
"Refinancing") with the lender. The Refinancing became effective
retroactive to October 1992. Due to the Refinancing, the interest
rate was reduced to 9% with monthly payments of interest only from
October 1992 through November 1995. The Partnership has the option
to extend the term of the loan and make monthly payments of
principal and interest from December 1995 through November 1998, if
it is not in default of the terms of the Refinancing. On September
18, 1995, the Strawberry Joint Venture notified Lutheran
Brotherhood (the "Strawberry Lender") that it would exercise its
option to extend the term of the Strawberry Fields loan from the
original maturity of November 1, 1995 to December 1, 1998. The
terms of the extension called for all provisions of the loan to
remain the same except for an additional monthly principal payment
of $12,500. Effective November 1, 1995, the Strawberry Joint
Venture and the Strawberry Lender agreed to modify the loan by
reducing the interest rate to 7.5% for November 1, 1995 through
October 31, 1997 and by reducing the monthly principal payment to
<PAGE>
$12,000. From November 1, 1997 through the maturity date, December
1, 1998, the interest rate will revert to the original 9.0% rate.

In 1993, the Strawberry Joint Venture determined that an
impairment to the asset value of Strawberry Fields had occurred and
was the result of deteriorating market conditions caused by an
excess supply of office space. As a result, market rates declined
causing lower than originally anticipated rental collections. The
property was written down to the Strawberry Joint Venture's best
estimate of the property's fair value. A $1,000,000 provision for
investment property impairment was charged to operations in 1993.

Strawberry Fields is a neighborhood retail development
constructed on an 11.87 acre site in 1985. Strawberry Fields was
initially anchored by Florida Choice, a combination food, drug and
general merchandise chain. In 1987, the Kroger Company ("Kroger")
purchased Family Mart, the original lessee, and renamed the store.
Kroger then closed the Florida Choice store in November 1988,
however, the original lease terms remained in effect and Kroger
continued to pay rent. Although Kroger is obligated to continue to
pay rent through March 31, 2005 the Strawberry Joint Venture has
subleased the space to Syms, a national discount clothing retailer,
to sublease the space for the remainder of the original lease term.
Strawberry Fields' main building contains 101,614 square feet of
retail space and is complemented by two outparcel sites plus an
older 5,400 square foot Uniroyal tire and automotive outlet. The
outparcel sites are leased to Taco Bell, a division of PepsiCo, and
Flagler National Bank. Strawberry Fields was 83% occupied at
December 31, 1995.

With the exception of Florida Choice, all leases at Strawberry
Fields are net with each tenant paying its pro rata share of
operating expenses. Local tenant leases and outparcel ground
leases provide for the base rent to be increased in accordance with
the Consumer Price Index. Even though Florida Choice has vacated
the space and the space has been sublet to Syms it is still
required to pay any increases in property taxes and insurance above
the level incurred in 1986 (the first year of operation). Syms is
not required to share in the operating expenses.
<PAGE>
The occupancy rate and average annual base rent per square foot
at December 31 for the last five years are as follows:

1995 1994 1993 1992 1991
Occupancy Rate 83% 78% 77% 72% 69%

Average Annual Base
Rent Per Square Foot $7.47 $7.58 $7.13 $7.93 $8.22

Strawberry Fields has one tenant which individually occupies ten
percent or more of the rentable square footage. The following is
a summary of the tenant rent roll at December 31, 1995:

Annual Lease
Square Base Expiration Renewal Nature of
Tenant Feet Rent Date Options Business
Florida Choice (1)
(sublet by Syms) 54,300 $380,100 3/2005 8/5 yrs ea. Discount
Clothing
Others 29,899 231,198 Various Various
Vacant 17,415 --
101,614 $611,298

(1) Includes Syms and Florida Choice base rent.

On October 31, 1986, the Partnership and BREF 4 formed a joint
venture to purchase Sabal Palm, a shopping center in Palm Bay,
Florida, for $5,924,000. The Partnership has a 53% interest in the
joint venture which owns Sabal Palm and BREF 4 has a 47% interest
in the joint venture which owns Sabal Palm. The purchase was
funded with $2,724,000 cash at closing and a $3,200,000 interim
loan. On February 19, 1987, the joint venture obtained a first
mortgage loan from an unaffiliated lender. The loan requires
payments of principal and interest based on a 30-year amortization
schedule. The remaining balance of the loan is payable in 1997.
The Partnership consolidates the Sabal Palm Joint Venture and has
recorded a minority interest balance to recognize the 47% interest
of BREF 4.

Sabal Palm is a neighborhood shopping center consisting of
approximately 82,000 square feet of retail space situated on
<PAGE>
approximately 9.7 acres of land. Sabal Palm was constructed in
1985 and is anchored by a Winn Dixie food store and Walgreens.
Winn-Dixie completed an approximately 6,500 square foot expansion
in the fourth quarter of 1992. Sabal Palm was 99% occupied at
December 31, 1995. Sabal Palm has several outparcels, which are
not owned by the Partnership, but which add to the center's
appearance and customer activity.

The occupancy rate and average annual base rental per square foot
at December 31 for the last five years are as follows:

1995 1994 1993 1992 1991

Occupancy Rate 99% 99% 92% 94% 90%

Average Annual Base
Rental Per Square Foot $6.59 $6.26 $6.08 $6.18 $6.44

Sabal Palm has two tenants which individually occupy ten percent
or more of the net rentable square feet. The following is a
summary of the tenant rent roll at December 31, 1995:

Annual Lease
Square Base Expiration Renewal Nature of
Tenant Feet Rent Date Options Business
Winn-Dixie 41,983 $142,239 4/2005 5/5 yrs ea. Food Store
Walgreens 13,000 80,503 4/2025 2/5 yrs ea. Drug Store
Others 32,650 355,381 Various Various
Vacant 1,300 --
88,933 $578,123

(d) The Annex of Schaumburg (the "Annex")

On December 31, 1986, the Partnership and Brauvin Income
Properties L.P. 6 ("BIP 6") formed a joint venture (the "Annex
Joint Venture") to purchase the Annex, a shopping center located in
Schaumburg, Illinois, for approximately $8,358,000. The
Partnership had a 54% interest in the Annex Joint Venture and BIP
6 had a 46% interest. The Partnership consolidated the Annex Joint
Venture and recorded a minority interest balance to recognize the
46% interest of BIP 6. The purchase was funded with approximately
$3,158,000 cash at closing and $5,200,000 from the proceeds of an
interim loan.
<PAGE>
At the date of acquisition, the Annex was encumbered with an
existing first mortgage loan of approximately $4,356,600, which
bore interest at a rate of 13% per annum. The outstanding
principal balance was due on February 1, 1994. As this loan was
non-prepayable, the joint venture deposited approximately
$4,356,600 with Stewart Title Company (the "Title Company") and
paid a fee of approximately $293,000 to the Title Company in 1986
to service this loan.

On January 31, 1994, the Annex Joint Venture entered into a
Reliance Agreement (the "Agreement") with the Title Company and
agreed to, on behalf of the Title Company, by the lender, John
Hancock Mutual Life Insurance Company: (i) make a $1,000,000
paydown on the loan;(ii) pay the Lender an administrative fee of
1.5% of the loan balance, after the $1,000,000 paydown; and (iii)
issue title insurance as required. As a condition to the Annex
Joint Venture's agreement with the Title Company, the Title Company
agreed to pay the Annex Joint Venture $5,000 per month commencing
February 1, 1994 through January 31, 1995 and $6,000 per month
thereafter. The Title Company also agreed to equally share with
the Annex Joint Venture the 2.5% interest savings after the 1.5%
administrative fee was paid, which the Annex Joint Venture was
expected to have been received upon maturity of the Agreement. In
February 1994, the Title Company paid the Lender the $1,000,000
paydown, as required in the Agreement. In 1995 and 1994, the Annex
received $5,000 and $55,000, respectively, from the Title Company,
which was recorded as a reduction of interest expense on the
property. The remaining amounts due from the Title Company were
offset against amounts owed to the Title Company. The Partnership
will not receive any additional payments under the Agreement.

The revised promissory note payable bore interest at a rate of
10% per annum, with monthly payments of principal and interest
based upon a 30-year amortization schedule of $45,630 commencing
December 1, 1989. The remaining principal balance of approximately
$5,023,000 matured on November 1, 1994. The note was
collateralized by a first mortgage lien on the Annex. Interest
paid approximated $17,700, $270,500 and $508,800 in 1995, 1994 and
1993, respectively.

The Annex Joint Venture did not make its monthly mortgage
payments that were due to AUSA Life Insurance Company, Inc.
("AUSA") on July 1, 1994, August 1, 1994, September 1, 1994 or
October 1, 1994. In addition, the Annex Joint Venture did not
<PAGE>
repay the mortgage loan which matured November 1, 1994, at which
time the entire amount of principal and accrued interest became due
and payable. On August 11, 1994, the Annex Joint Venture received
a notice of default from AUSA demanding the payments due July 1,
1994 and August 1, 1994.

On August 23, 1994, the Annex Joint Venture filed a voluntary
petition for bankruptcy (Chapter 11) in the United States
Bankruptcy Court in the Northern District of Illinois. On February
10, 1995, the Bankruptcy Court ordered the dismissal of the
voluntary petition for bankruptcy and AUSA filed a motion for
appointment of a receiver against the Annex Joint Venture. On
February 17, 1995, the motion was granted and an order was issued.
The receiver had full power and authority to operate, manage and
conserve the Annex pursuant to the order. On February 15, 1995,
the Annex Joint Venture received an amended notice of mortgage
foreclosure from AUSA. The Annex Joint Venture did not file an
answer to the amended foreclosure that was due March 17, 1995. On
April 3, 1995, a judgement of foreclosure and sale was entered into
against the Annex Joint Venture. A sheriff's sale of the Annex was
held on May 10, 1995 and on May 15, 1995 title was transferred to
AUSA, in satisfaction of the Partnership's obligation on the
promissory note payable.

In the opinion of the General Partners, the Partnership has
provided for adequate insurance coverage of its real estate
investment properties.

Risks of Ownership

The possibility exists that the tenants of the Partnership's
properties may be unable to fulfill their obligations pursuant to
the terms of the leases, including making base rent payments or
percentage rent payments to the Partnership. Such defaults by one
or more of the tenants could have an adverse effect on the
financial situation of the Partnership. Furthermore, the
Partnership may be unable to replace these tenants due to
competition in the market at the time any vacancy occurs.
Additionally, there are costs to the Partnership when replacing
tenants such as leasing commissions and tenant improvements. Such
improvements may require expenditure of Partnership funds otherwise
available for distribution.
<PAGE>
Item 3. Legal Proceedings.

On August 23, 1994, the Annex Joint Venture filed a voluntary
petition for bankruptcy (Chapter 11) in the United States
Bankruptcy Court in the Northern District of Illinois. On February
10, 1995, the Bankruptcy Court ordered the dismissal of the
voluntary petition for bankruptcy and AUSA filed a motion for
appointment of a receiver against the Joint Venture. On February
17, 1995, the motion was granted and an order was issued. The
receiver had full power and authority to operate, manage and
conserve the Annex pursuant to the order. On February 15, 1995,
the Joint Venture received an amended notice of mortgage
foreclosure from AUSA. The Joint Venture did not file an answer
to the amended foreclosure that was due on March 17, 1995. On
April 3, 1995, a judgement of foreclosure and sale was entered into
against the Joint Venture. A sheriff's sale of the Annex was held
on May 10, 1995 and on May 15, 1995 title was transferred to AUSA,
in satisfaction of the Partnership's obligation on the promissory
note payable.

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

None.

<PAGE> PART II

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

At December 31, 1995, there were 808 Limited Partners in the
Partnership. There is currently no established public trading
market for the Units and it is not anticipated that a public market
for the Units will develop. Bid prices quoted by "partnership
exchanges" vary widely and are not considered a reliable indication
of market value. Neither the Partnership nor Brauvin Ventures,
Inc. (the "Corporate General Partner") will redeem or repurchase
outstanding Units.

Pursuant to the terms of the Agreement, there are restrictions
on the ability of the Limited Partners to transfer their Units. In
all cases, the General Partners must consent to any substitution of
a Limited Partner.

There were no cash distributions to Limited Partners for 1995,
1994 and 1993.

<PAGE>
Item 6. Selected Financial Data.

Year Ended Year Ended Year Ended
December 31, December 31, December 31,
1995 1994 1993
Selected Income Statement Data:

Total Income $ 1,902,196 $ 2,261,071 $ 2,534,744

Provision for Investment
Property Impairment 2,702,083 882,709 1,500,000

Net Income (Loss) 136,253 (803,143) (1,601,554)

Net Income (Loss) Per
Limited Partnership Unit 13.61 (80.20) (159.92)

Selected Balance Sheet Data:

Investment in Affiliated
Joint Venture $ 610,490 $ 712,179 $ 793,529

Total Assets 10,761,876 18,891,851 21,632,339

Mortgages Payable 6,388,064 11,427,743 11,524,695

Notes Payable -- 2,929,581 4,153,194

<PAGE>
Item 6. Selected Financial Data - Continued.

Year Ended Year Ended
December 31, December 31,
1992 1991

Selected Income Statement Data:

Total Income $ 2,685,106 $2,732,667

Net Loss (408,339) (392,620)

Net Loss Per Limited
Partnership Unit (40.77) (39.20)

Selected Balance Sheet Data:

Investment in Affiliated
Joint Venture $ 1,263,802 $ 1,372,325

Total Assets 24,269,775 25,143,316

Mortgages Payable 11,627,774 11,719,711

Notes Payable 4,194,591 4,231,000

Cash Distributions to
Limited Partners -- 49,572

Cash Distributions to
Limited Partners Per Unit -- 5.00

<PAGE>
Item 7.Management's Discussion and Analysis of Financial Condition and
Results of Operations.

Liquidity and Capital Resources

The Partnership intends to satisfy its short-term liquidity needs
through cash flow from the properties. Long-term liquidity needs
are expected to be satisfied through refinancing of the mortgages
when they mature.

The anchor tenant at Crown Point is Food City. The overall
occupancy level at Crown Point increased to 98% at December 31,
1995. The Partnership is continuing to work to sustain the
occupancy level of Crown Point.

On November 22, 1994, the lender to Crown Point, NationsBank of
Tennessee, (the "Lender") exercised the right to call all amounts
due as of March 1, 1995. On March 1, 1995, a Forbearance Agreement
was executed between the Partnership and the Lender where the
Lender agreed to forbear from pursuing remedies with respect to
defaults through and including September 1, 1995 (the "First
Forbearance Period"). During the First Forbearance Period the
terms and conditions of the mortgage remained unchanged. Effective
September 1, 1995, the Lender agreed to further forebear from
pursuing remedies with respect to defaults through and including
December 1, 1995 (the "Second Forbearance Period"). During the
Second Forbearance Period the terms and conditions of the mortgage
also remained unchanged. Subsequent to December 1, 1995, the
Lender verbally agreed to forebear from pursuing remedies with
respect to defaults through December 31, 1995 in light of the
ongoing refinancing negotiations with NationsBanc Mortgage
Corporation, a Texas corporation with principal offices in
Charlotte, North Carolina. On December 28, 1995, the loan balance
was paid in full when the Crown Point property was refinanced with
NationsBanc Mortgage Capital Corporation. The refinancing resulted
in a $3,275,000 non-recourse loan with a fixed interest rate of
7.55% and a maturity of January 1, 2003.

The Strawberry Joint Venture secured a replacement tenant, Syms,
a national discount clothing retailer, to sublease the Kroger space
at Strawberry Fields. Syms opened for business in October 1992 and
signed a sublease for the remainder of the original lease term
which expires March 31, 2005. Although Kroger continued to pay
base rent in 1993, the Strawberry Joint Venture did not earn
<PAGE>
additional percentage rent due to the absence of sales. However,
customer traffic at Strawberry Fields increased with the draw of
Syms, making vacant space more marketable. Although Strawberry
Fields continued to generate negative operating cash flow in 1995
when compared to the negative operating cash flow in 1994 the
property has shown an improvement due to the occupancy increase
from 78% at December 31, 1994 to 83% at December 31, 1995. The
Strawberry Joint Venture is aggressively marketing the property
having engaged a prominent local brokerage firm to assist the
Strawberry Joint Venture's on-site leasing representative in the
marketing of the shopping center.

In 1993, the Strawberry Joint Venture determined that an
impairment to the asset value of Strawberry Fields had occurred and
was the result of deteriorating market conditions caused by an
excess supply of retail rental space. As a result, market rates
declined causing lower than originally anticipated rental
collections. The property was written down to the Strawberry Joint
Venture's best estimate of the property's fair value. A $1,000,000
provision for investment property impairment was charged to
operations in 1993.

On September 18, 1995, the Strawberry Joint Venture notified
Lutheran Brotherhood (the "Strawberry Lender") that it would
exercise its option to extend the term of the Strawberry Fields
loan from the original maturity of November 1, 1995 to December 1,
1998. The terms of the extension called for all provisions of the
loan to remain the same except for an additional monthly principal
payment of $12,500. Effective November 1, 1995, the Strawberry
Joint Venture and the Strawberry Lender agreed to modify the loan
by reducing the interest rate to 7.5% for November 1, 1995 through
October 31, 1997 and by reducing the monthly principal payment to
$12,000. As of November 1, 1997 and through the maturity date,
December 1, 1998, the interest rate will revert to the original
9.0% rate.

At Sabal Palm, the Partnership and its joint venture partner are
working to maintain the occupancy level of Sabal Palm which stood
at 99% as of December 31, 1995. Although the Sabal Palm retail
market appears to be overbuilt, the property has continued to
generate positive cash flow since its acquisition in 1986.

The Annex Joint Venture did not make its monthly mortgage
payments that were due to AUSA on July 1, 1994, August 1, 1994,
<PAGE>
September 1, 1994 or October 1, 1994. In addition, the Annex Joint
Venture did not repay the mortgage loan which matured November 1,
1994, at which time the entire amount of principal and accrued
interest became due and payable. On August 11, 1994, the Annex
Joint Venture received a notice of default from AUSA demanding the
payments due July 1, 1994 and August 1, 1994.

In 1994, the Partnership determined that additional impairment
to the value of the Annex had occurred and was the result of
deteriorating market conditions caused by an excess supply of
available space and the court order of dismissal of the voluntary
petition for bankruptcy. As a result of the excess supply of space,
market rates declined causing lower than originally anticipated
rental collections. The property was written down to the
approximate outstanding nonrecourse mortgage balance as of December
31, 1994. A $882,709 provision for investment property impairment
was charged to operations in 1994. In 1993, the property was
written down to the best estimate of the property's fair value and
a $1,500,000 provision for investment property impairment was
charged to operations at that time.

The General Partners expect to distribute proceeds from operating
cash flow, if any, and from the sale of real estate to Limited
Partners in a manner that is consistent with the investment
objectives of the Partnership. Management of the Partnership
believes that cash needs may arise from time to time which will
<PAGE>
have the effect of reducing distributions to Limited Partners to
amounts less than would be available from refinancing or sale
proceeds. These cash needs include, among other things,
maintenance of working capital reserves in compliance with the
Agreement as well as payments for major repairs, tenant
improvements and leasing commissions in support of real estate
operations.

Results of Operations

The Partnership's revenue and expenses are affected primarily by
the operations of the properties. Property operations, and in
particular the components of income, demand for space and rental
rates are, to a large extent, determined by local and national
market conditions. These market conditions, all beyond the control
of the Partnership and its General Partners, have effected the real
estate industry since the late 1980's and have combined to cause
severe economic hardships for real estate owners. Some of the
specific market conditions are as follows:

The savings and loan crisis resulted in the creation of
the Resolution Trust Corp. (RTC). The RTC sponsored auctions where
large blocks of properties were sold at distressed prices. The low
price paid by the new owners enabled them to reduce asking rental
rates resulting in significantly lower market rents for all
competing properties.

The emergence of "Category Killer" retailers who occupied
large "Box" spaces in new developments known as "Power Centers"
attracted tenants from the smaller and more traditional "Community
Centers" resulting in increased vacancies and downward pressure on
market rental rates.

The continuing softness in retail sales has resulted in
store closings. This has in turn resulted in increased vacancies
and an overall softness in demand for retail space which results in
downward pressure on market rents.

These conditions have generally adversely impacted the
Partnership's property economics. Rental and occupancy rates have
generally improved over the past year at all remaining properties,
however, they remain below where they were when the properties were
acquired. The specific impact of these economic conditions on 1995
<PAGE>
and 1994 results are discussed in the section "Results of
Operations - 1995 Compared to 1994", below.

The General Partners conduct an in-depth assessment of each
property's physical condition as well as a demographic analysis to
assess opportunities for increasing occupancy and rental rates and
decreasing operating costs. In all instances, decisions concerning
restructuring of loan terms, reversions and subsequent operation of
the property are made with the intent of maximizing the potential
proceeds to the Partnership and, therefore, return of investment
and income to Limited Partners.

In certain instances and under limited circumstances, management
of the Partnership entered into negotiations with lenders for the
purpose of restructuring the terms of loans to provide for debt
service levels that could be supported by operations of the
properties. In such instances, the terms of the restructuring
agreement generally provide the lender with the potential for
recovering forgone economic benefits at the time the property is
sold or refinanced. When negotiations are unsuccessful, management
of the Partnership considers the possibility of reverting the
properties to the first mortgage lender. Foreclosure proceedings
may require 6 to 24 months to conclude.

An affiliate of the Partnership and the General Partners is
assigned responsibility for day-to-day management of the
properties. The affiliate receives a combined management and
leasing fee ("Management" fee) which cannot exceed 6% of gross
revenues generated by the properties. Management fee rates are
determined by the extent of services provided by the affiliate
versus services that may be provided by third parties, i.e.,
independent leasing agents. In all instances, fees paid by the
Partnership to the property management affiliate are, in the
General Partners opinion, comparable to fees that would be paid to
independent third parties.

<PAGE>
Results of Operations - 1995 Compared to 1994
(Amounts Rounded in 000's)

The Partnership had net income of $136,000 in 1995 compared to
a net loss of $803,000 in 1994. The $939,000 increase in net
income resulted primarily from the net difference between the
$3,178,000 gain recognized on the Annex foreclosure and the
$2,702,000 provision for investment property impairment for the
Annex.

In 1995 the Partnership recorded a provision for investment
property impairment for the Annex in the amount of $2,702,000
compared to $883,000 in 1994. The Partnership's share of the
provisions for investment property impairment recorded for the
Annex were $1,459,000 and $477,000, respectively.

The Partnership's total income was $1,902,000 in 1995 compared
to $2,261,000 in 1994, a decrease of $359,000. Rental income and
other income decreased by $197,000 and $162,000, respectively. The
decline in rental income and other income (primarily tenant expense
reimbursements) was primarily the result of the foreclosure of the
Annex on May 15, 1995. Rental income and other income declined at
the Annex by $319,000 and $278,000, respectively, while the other
properties showed an increase of rental income of $122,000 and
tenant expense reimbursements of $116,000.

Total expenses (before provision for impairment) incurred in 1995
were $1,842,000 compared to $2,544,000 in the prior year, a
decrease of $702,000. This decrease (before provision for
impairment) of $702,000 consists primarily from a $212,000 decrease
in mortgage and other interest, a $162,000 decrease in depreciation
and a $320,000 decrease in real estate taxes at the Annex due to
the foreclosure on May 15, 1995.

A summary of the changes in income and expense items for the year
ended December 31, 1995 compared to the year ended December 31,
1994, is detailed in the following schedule.
<PAGE>
YEAR ENDED DECEMBER 31, 1995
AS COMPARED TO
YEAR ENDED DECEMBER 31, 1994

Increase
(Decrease) Increase
Increase in Costs (Decrease)
(Decrease) and in Net
in Income Expenses Income
[000's Omitted]
Income:
Rental $(197) $ -- $ (197)
Interest -- -- --
Other, primarily tenant
expense reimbursements (162) -- (162)
Total Income (359) -- (359)

Expenses:
Mortgages and other interest -- (217) 217
Depreciation -- (160) 160
Real estate taxes -- (315) 315
Other property operating -- (16) 16
Repairs and maintenance -- (85) 85
General and administrative -- 92 (92)
Provision for investment
property impairment -- 1,819 (1,819)
Total Expenses -- 1,118 (1,118)

Loss before affiliated joint
venture participation,
minority interests and
extraordinary items (359) 1,118 (1,477)
Equity interest in affiliated
joint venture's net loss (4) -- (4)
Minority interest's share
of Sabal Palm's net income (43) -- (43)
Minority interest's share
of the Annex's net income (715) -- (715)
Loss before extraordinary
item (1,121) 1,118 (2,239)
Extraordinary gain on
extinguishment of debt 3,178 -- 3,178
Net Income $2,057 $1,118 $ 939

<PAGE>
Results of Operations - 1994 Compared to 1993
(Amounts Rounded in 000's)

The Partnership incurred a net loss of $803,000 in 1994 compared
to a net loss of $1,601,000 in 1993. The $798,000 decrease in net
loss resulted primarily from the decrease in the provisions for
investment property impairment of $617,000. In 1994 the
Partnership recorded a provision for investment property impairment
for the Annex in the amount of $883,000 compared to $1,500,000 in
1993. The Partnership's share of the provisions for investment
property impairment recorded for Annex were $477,000 and $810,000,
respectively. In 1993, Strawberry Fields also recorded a provision
for investment property impairment in the amount of $1,000,000, the
Partnership's joint venture share of this provision is $420,000.

The Partnership's total income was $2,261,000 in 1994 compared
to $2,535,000 in 1993, a decrease of $274,000. Rental income and
other income decreased by $189,000 and $83,000, respectively. The
decline in rental income and other income (primarily tenant expense
reimbursements) was primarily the result of a decrease in occupancy
at the Annex from 64% at December 31, 1993 to 56% at December 31,
1994. Rental income and other income declined at the Annex by
$265,000 and $77,000, respectively. Partially offsetting the
Annex's decline in rental income was an increase of $138,000 in
percentage rental income from Sabal Palm Square.

Total expenses (before provision for impairment) incurred in 1994
were $2,544,000 compared to $2,879,000 in the prior year, a
decrease of $335,000. This decrease (before provision for
impairment) of $335,000 consists primarily from a $351,000 decrease
in mortgage and other interest that was the result of the
discontinuation of accruing interest on the Annex's debt effective
July 1, 1994. Also contributing to the decrease in mortgage and
other interest at the Annex was the receipt of defeasance payments
($55,000) from Stewart Title, which had the effect of reducing
interest expense at the property. Partially offsetting the decline
in mortgage and other interest expense was an increase in repairs
and maintenance expense of $86,000. Repairs and maintenance
increased in an effort to retain and attract new tenants at the
Annex and Sabal Palm Square properties.

A summary of the changes in income and expense items for the year
ended December 31, 1994 compared to the year ended December 31,
1993, is detailed in the following schedule.
<PAGE>
YEAR ENDED DECEMBER 31, 1994
AS COMPARED TO
YEAR ENDED DECEMBER 31, 1993

Increase
(Decrease) (Increase)
Increase in Costs Decrease
(Decrease) and in Net
in Income Expenses Loss
[000's Omitted]
Income:
Rental $ (189) $ -- $(189)
Interest (2) -- (2)
Other, primarily tenant
expense reimbursements (83) -- (83)
Total Income (274) -- (274)

Expenses:
Mortgages and other interest -- (351) 351
Depreciation -- (25) 25
Real estate taxes -- (47) 47
Other property operating -- (61) 61
Repairs and maintenance -- 86 (86)
General and administrative -- 63 (63)
Provision for investment
property impairment -- (617) 617
Total Expenses -- (952) 952

Loss before affiliated joint
venture participation
and minority interests (274) (952) 678
Equity interest in affiliated
joint venture's net loss 443 -- 443
Minority interest's share
of Sabal Palm's net loss (13) -- (13)
Minority interest's share
of the Annex's net loss (310) -- (310)
Net Loss $(154) $(952) $ 798

<PAGE>
Item 8.Consolidated Financial Statements and Supplementary Data.

See Index of Consolidated Financial Statements and Schedule on
Page F-1 of this Form 10-K for consolidated financial statements
and financial statement schedule, where applicable.

The financial information required in Item 302 of Regulation S-K
is not applicable.

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

There have been no changes in accountants or reported
disagreement on any matter of accounting principals, practices or
financial statement disclosure.

<PAGE>
PART III
Item 10. Directors and Executive Officers of the Partnership.

The General Partners of the Partnership are:
Brauvin Ventures, Inc., an Illinois corporation
Mr. Jerome J. Brault, individually
Mr. Cezar M. Froelich, individually

Brauvin Ventures, Inc. was formed under the laws of the State of
Illinois in 1983, with its issued and outstanding shares being
owned by A.G.E. Realty Corporation, Inc. (50%), and Messrs. Jerome
J. Brault (beneficially)(25%) and Cezar M. Froelich (25%).

The principal officers and directors of the Corporate General
Partner are:

Mr. Jerome J. Brault . . . . . . . Chairman of the Board of Directors,
Director and President

Mr. James L. Brault. . . . . . . . . . . .Vice President and Secretary

Mr. Robert J. Herleth. . . . . . . . . . . Vice President and Director

Mr. David W. Mesker. . . . . . . . . . . . . . . . . . . . . .Director

Mr. Thomas J. Coorsh . . . . . . . . . . . . . . . . . . Treasurer and
Chief Financial Officer

The business experience during the past five years of the General
Partners, officers and directors is as follows:

Mr. Jerome J. Brault (age 62) is Director, Chairman of the Board
and President of Brauvin Properties, Inc., Brauvin Realty
Properties, Inc., Brauvin Realty Partners, Inc., Brauvin Ventures,
Inc., Brauvin Associates, Inc., Brauvin 6, Inc., Brauvin Advisory
Services, Inc., Brauvin Securities Inc. and Brauvin Restaurant
Properties, Inc. He is Director, President, Chairman of the Board,
Chief Executive Officer and Secretary of Brauvin Management Company
and Brauvin Financial Inc. He is President and Director of
Brauvin, Inc. He is also Director, President, Chairman of the
Board and Chief Executive Officer of Brauvin Chili's Inc., Brauvin
Realty Services, Inc., Brauvin Realty Advisors, Inc., Brauvin
Realty Advisors II, Inc., Brauvin Realty Advisors III, Inc.,
Brauvin Realty Advisors IV, Inc., Brauvin Net Lease V, Inc., and
<PAGE>
Brauvin Realty Advisors V, LLC, as well as an individual general
partner in seven other affiliated public limited partnerships.
Prior to Mr. Brault's affiliation with the Brauvin organization, he
was the Chief Operating Officer of Burton J. Vincent, Chesley &
Company, a New York Stock Exchange member firm. He is the father
of James L. Brault, officer of certain affiliated Brauvin entities.

Mr. Cezar M. Froelich (age 50) is a principal with the Chicago
law firm of Shefsky Froelich & Devine Ltd., which acts as counsel
to the General Partners, the Partnership and certain of their
affiliates. His practice has been primarily in the fields of
securities and real estate and he has acted as legal counsel to
various public and private real estate limited partnerships,
mortgage pools and real estate investment trusts. Mr. Froelich is
an individual general partner in seven other affiliated public
limited partnerships and a shareholder in Brauvin Management
Company and Brauvin Financial Inc. Mr. Froelich resigned as a
director of the corporate general partner in December 1994.

Mr. James L. Brault (age 35) is a Vice President and Secretary
of Brauvin Chili's, Inc., Brauvin Properties, Inc., Brauvin Realty
Properties, Inc., Brauvin Realty Partners, Inc., Brauvin Ventures,
Inc., Brauvin 6, Inc., Brauvin Realty Advisors, Inc., Brauvin
Realty Advisors II, Inc., Brauvin Realty Advisors III, Inc.,
Brauvin Associates Inc., Brauvin Inc., Brauvin Securities, Inc. and
Brauvin Restaurant Properties, Inc. He is Executive Vice President
and Secretary of Brauvin Advisory Services, Inc. He is also
Executive Vice President, Secretary and Director of Brauvin Realty
Advisors IV, Inc., Brauvin Net Lease V, Inc., and Brauvin Realty
Advisors V, LLC Additionally, he is the Executive Vice President
and Assistant Secretary of Brauvin Management Company and Brauvin
Financial, Inc., as well as a Director of Brauvin Financial, Inc.
Prior to joining the Brauvin organization in May 1989, he was a
Vice President of the Commercial Loan Division of the First
National Bank of Chicago, based in their Washington, D.C. office.
Mr. Brault joined the First National Bank of Chicago in 1983 and
his responsibilities included the origination and management of
commercial real estate loans, as well as the direct management of
a loan portfolio in excess of $150,000,000. Mr. Brault is a son of
Mr. Jerome J. Brault, the managing general partner of the
Partnership.

Mr. Robert J. Herleth (age 43) is a Vice President and Director
of Brauvin Properties, Inc., Brauvin Realty Properties, Inc.,
<PAGE>
Brauvin Realty Partners, Inc., Brauvin Ventures, Inc., and Brauvin
6, Inc. He joined A.G. Edwards & Sons, Inc. in 1980 and presently
serves as a Vice President of A.G.E. Realty Corp. Mr. Herleth is
also a director and officer of Gull-AGE Capital Group and its
subsidiaries.

Mr. David W. Mesker (age 64) is a Director of Brauvin Properties,
Inc., Brauvin Realty Properties, Inc., Brauvin Realty Partners,
Inc., Brauvin Ventures, Inc. and Brauvin 6, Inc. Mr. Mesker is
presently a Senior Vice President of A.G. Edwards & Sons, Inc. and
a Director and officer of Gull-AGE Capital Group and its
subsidiaries.

Mr. Thomas J. Coorsh (age 46) is the Treasurer and Chief
Financial Officer of Brauvin Chili's, Inc., Brauvin Properties,
Inc., Brauvin Realty Properties, Inc., Brauvin Realty Partners,
Inc., Brauvin Ventures, Inc., Brauvin 6, Inc., Brauvin Realty
Advisors, Inc., Brauvin Realty Advisors II, Inc., Brauvin Realty
Advisors III, Inc., Brauvin Realty Advisors IV, Inc., Brauvin Net
Lease V, Inc., Brauvin Realty Advisors V, LLC, Brauvin Management
Company, Brauvin Financial, Inc., Brauvin Securities, Inc., Brauvin
Inc., Brauvin Associates, Inc., Brauvin Advisory Services, Inc. and
Brauvin Restaurant Properties, Inc. He is responsible for the
overall financial management of Brauvin Management Company, Brauvin
Financial, Inc. and related partnerships. He is responsible for
partnership accounting and financial reporting to regulatory
agencies. From May 1992 until joining Brauvin in November of 1993,
Mr. Coorsh was self-employed as a business consultant. Between
1990 and 1992, Mr. Coorsh was the senior vice president of finance
and chief accounting officer for Lexington Homes, a large, Illinois
home builder. In 1990 Mr. Coorsh left The Balcor Company, a major
real estate syndicator, property manager and lender to join
Lexington Homes. Mr. Coorsh began work at The Balcor Company in
1985 and his most recent position was first vice president -
finance. Mr. Coorsh's responsibilities at Balcor included property
management accounting and finance; treasury; and financial and
strategic planning. Before joining Balcor, Mr. Coorsh held
financial positions with several large, public corporations
headquartered in the Chicago metropolitan area. Mr. Coorsh is a
Certified Public Accountant.

<PAGE>
Item 11. Executive Compensation.

(a & b) The Partnership is required to pay certain fees, make
distributions and allocate a share of the profits and losses of the
Partnership to the Corporate General Partner or other affiliates as
described under the caption "Compensation Table" on pages 11 to 13
of the Partnership's Prospectus, as supplemented, and the sections
of the Agreement entitled "Distributions of Operating Cash Flow,"
"Allocation of Profits, Losses and Deductions," "Distribution of
Net Sale or Refinancing Proceeds" and "Compensation of General
Partners and Their Affiliates" on pages A-9 to A-13 of the
Agreement attached as Exhibit A to the Partnership's Prospectus.
The relationship of the Corporate General Partner (and its
directors and officers) to its affiliates is set forth above in
Item 10. Reference is also made to Notes 3 of the Notes to
Consolidated Financial Statements filed with this annual report for
a description of such distributions and allocations.

The General Partners received a share of Partnership losses for
1995, 1994 and 1993.

An affiliate of the General Partners of the Partnership is
reimbursed for its direct expenses relating to the administration
of the Partnership.

The Partnership does not have any employees and therefore there
is no compensation paid.

(c, d, e & f) Not applicable.

(g) The Partnership has no employees and pays
no employee or director compensation.

(h & i) Not applicable.

(j) Compensation Committee Interlocks and Insider
Participation. Since the Partnership had no
employees, it did not have a
compensation committee and is not responsible
for the payment of any compensation.

(k) Not applicable.

(l) Not applicable.
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and
Management.

(a) No person or group is known by the Partnership to own
beneficially more than 5% of the outstanding Units of the
Partnership.

(b) The officers and directors of the Corporate General
Partner of the Partnership do not, individually or as a group, own
any Units.

(c) The Partnership is not aware of any arrangements, the
operations of which may result in a change of control of the
Partnership.

No officer or director of the Corporate General Partner possesses
a right to acquire beneficial ownership of Units. The General
Partners will share in the profits, losses and distributions of the
Partnership as outlined in Item 11, "Executive Compensation."

Item 13. Certain Relationships and Related Transactions.

(a & b) The Partnership is entitled to engage in various
transactions involving affiliates of the Corporate General Partner
of the Partnership, as described in the section of the
Partnership's Prospectus, as supplemented, entitled "Compensation
Table" and "Conflicts of Interest" at pages 11 to 16 and the
section of the Agreement entitled "Rights, Duties and Obligations
of General Partners" at pages A-15 to A-18 of the Agreement. The
relationship of the Corporate General Partner to its affiliates is
set forth in Item 10. Cezar M. Froelich is an individual general
partner of the Partnership and is also principal of the law firm of
Shefsky Froelich & Devine Ltd., which firm acts as securities and
real estate counsel to the Partnership. Reference is made to Note
5 of the Notes to Consolidated Financial Statements filed with this
annual report for a summary of transactions paid to affiliates.

As a precondition to the new financing at Crown Point, the lender
required that ownership of the property reside in a single purpose
entity ("SPE"). To accommodate the lender's requirements,
ownership of the property was transferred to the SPE, Brauvin/Crown
Point L.P. which is owned 99% by the Partnership and 1% by an
affiliate of the General Partners. Distributions of Brauvin/Crown
Point L.P. are subordinated to the Partnership which effectively
<PAGE>
precludes any distributions from the SPE to affiliates of the
General Partners. The creation of Brauvin/Crown Point L.P. did not
affect the Partnership's economic ownership of the Crown Point
property. Furthermore, this change in ownership structure had no
material effect on the financial statements of the Partnership.

(d) There have been no transactions with promoters.

<PAGE>
PART IV

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

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

(1) (2) Consolidated Financial Statements and Schedules.
(See Index to Consolidated Financial Statements
and Schedule filed with this annual report).
(3) Exhibits required by the Securities and Exchange
Commission Regulation S-K Item 601:

Exhibit No. Description
*3.(a) Restated Limited Partnership
Agreement
*3.(b) Articles of Incorporation of Brauvin
Ventures, Inc.
*3.(c) By-Laws of Brauvin Ventures, Inc.
*3.(d) Amendment to the Certificate of
Limited Partnership of the Partnership
*10.(a) Escrow Agreement
*10.(b)(1) Management Agreement
27 Financial Data Schedule
*28. Pages 11-16, A-9 to A-13 and A-15 to
A-18 of the Partnership's Prospectus and the Agreement dated March
1, 1985, as supplemented.

* Incorporated by reference from the exhibits filed with the
Partnership's registration statement (File No. 2-95633) on Form
S-11 filed under the Securities Act of 1933.

(b) The Partnership filed the following report on Form 8-K during
the fourth quarter of 1995:

1. On December 28, 1995, the Partnership filed Form 8-K dated
December 28, 1995, which reported as Item 5, the refinancing of the
Crown Point Shopping Center's first mortgage.

(c) See (a).(3). above for exhibits filed with this Form 10-K.
An annual report for the fiscal year 1995 will be sent to the
Limited Partners subsequent to this filing and the Partnership will
furnish such reports to the Securities and Exchange Commission when
it is sent at that time.
<PAGE>
SIGNATURES

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.

BRAUVIN REAL ESTATE FUND L.P. 5

BY: Brauvin Ventures, Inc.
Corporate General Partner

By: /s/ Jerome J. Brault
Jerome J. Brault
Chairman of the Board of
Directors and President

By: /s/ James L. Brault
James L. Brault
Vice President and Secretary

By: /s/ Robert J. Herleth
Robert J. Herleth
Vice President and Director

By: /s/ David W. Mesker
David W. Mesker
Director

By: /s/ Thomas J. Coorsh
Thomas J. Coorsh
Chief Financial Officer and
Treasurer

INDIVIDUAL GENERAL PARTNERS

/s/ Jerome J. Brault
Jerome J. Brault

/s/ Cezar M. Froelich
Cezar M. Froelich

Dated: March 29,1996
<PAGE>
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE

Page

Report of Independent Auditors . . . . . . . . . . . . . . . . . F-2

Consolidated Balance Sheets, December 31, 1995
and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . .F-3

Consolidated Statements of Operations, for the years
ended December 31, 1995, 1994, and 1993. . . . . . . . . . . . .F-4

Consolidated Statements of Partners' Capital, for the
years ended December 31, 1995, 1994 and 1993 . . . . . . . . . .F-5

Consolidated Statements of Cash Flows, for the years
ended December 31, 1995, 1994 and 1993 . . . . . . . . . . . . .F-6

Notes to Consolidated Financial Statements . . . . . . . . . . . .F-7

Schedule III -- Real Estate and Accumulated
Depreciation, December 31, 1995. . . . . . . . . . . . . . . . . F-18

All other schedules provided for in Item 14(a)(2) of Form 10-K are
either not required, or are inapplicable, and therefore have been
omitted or equivalent information has been included herein.
<PAGE>

Report of Independent Auditors

To the Partners of
Brauvin Real Estate Fund L.P. 5

We have audited the accompanying consolidated balance sheets of
Brauvin Real Estate Fund L.P. 5 as of December 31, 1995 and 1994,
and the related consolidated statements of operations, partners'
capital, and cash flows for each of the three years in the period
ended December 31, 1995. Our audits also included the financial
statement schedule listed in the Index at Item 14(a). These
financial statements and schedule are the responsibility of the
Partnership's management. Our responsibility is to express an
opinion on these financial statements and 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.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial
position of Brauvin Real Estate Fund L.P. 5 at December 31, 1995
and 1994, and the consolidated results of its operations and its
cash flows for each of the three years in the period ended December
31, 1995, in conformity with general accepted accounting
principles. Also, in our opinion, the related financial statement
schedule, when considered in relation to the basic financial
statements taken as whole, presents fairly in all material respects
the information set forth therein.

/s/ ERNST & YOUNG LLP

Chicago, Illinois
March 8, 1996
<PAGE>
CONSOLIDATED BALANCE SHEETS

December 31, December 31,
1995 1994
ASSETS
Cash and cash equivalents $ 142,320 $106,289
Due from affiliates -- 587
Tenant receivables
(net of allowance of $18,686
in 1995 and $3,095 in 1994) 137,272 93,422
Escrow and other deposits 95,549 83,199
Other assets 109,266 12,539
Investment in affiliated joint venture 610,490 712,179
Deposit with title company -- 2,929,581
1,094,897 3,937,796
Investment in real estate, at cost:
Land 2,411,849 3,716,151
Buildings 10,035,511 15,341,631
12,447,360 19,057,782
Less: accumulated depreciation (2,780,381) (4,103,727)
Total investment in real estate, net 9,666,979 14,954,055
Total Assets $10,761,876 $18,891,851

LIABILITIES AND PARTNERS' CAPITAL
Liabilities
Accounts payable and accrued expenses $ 79,381 $ 602,607
Due to affiliates 52,733 25,988
Security deposits 40,985 56,772
Note payable -- 2,929,581
Mortgages payable 6,388,064 11,427,743
Total Liabilities 6,561,163 15,042,691

Minority interest in Sabal Palm 1,003,960 1,019,775
Minority interest (deficit)
in the Annex -- (231,115)

Partners' capital (deficit)
General Partners (33,876) (35,239)
Limited Partners (9,914.5 limited
partnership units issued and
outstanding) 3,230,629 3,095,739
Total Partners' Capital 3,196,753 3,060,500

Total Liabilities and
Partners' Capital $10,761,876 $18,891,851

See notes to consolidated financial statements

<PAGE>
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1995, 1994 and 1993

1995 1994 1993
INCOME
Rental $1,511,959 $1,708,963 $1,897,970
Interest 8,295 8,186 10,079
Other, primarily tenant
expense reimbursements 381,942 543,922 626,695
Total income 1,902,196 2,261,071 2,534,744

EXPENSES
Mortgages and other interest 625,674 842,751 1,194,000
Depreciation 263,909 423,829 448,999
Real estate taxes 255,500 570,682 617,674
Repairs and maintenance 59,737 144,835 58,822
Other property operating 238,788 255,183 316,180
General and administrative 398,801 307,140 244,062
Provision for investment
property impairment 2,702,083 882,709 1,500,000
Total expenses 4,544,492 3,427,129 4,379,737

Equity interest in affiliated
joint venture's net loss (101,689) (98,150) (541,505)

Loss before minority interests
and extraordinary item (2,743,985) (1,264,208) (2,386,498)

Minority interest's share
of Sabal Palm's net income (66,435) (22,991) (9,319)

Minority interest's share of
the Annex's net (income) loss (231,115) 484,056 794,263

Loss before extraordinary item (3,041,535) (803,143) (1,601,554)

Extraordinary gain on
extinguishment of Annex debt 3,177,788 -- --
Net Income (Loss) $ 136,253 $ (803,143) $(1,601,554)

Net Income (Loss) Allocated
to the General Partners $ 1,363 $ (8,031) $ (16,016)

Net Income (Loss) Allocated
to the Limited Partners $ 134,890 $ (795,112) $(1,585,538)

Net Income (Loss) Per Limited
Partnership Interest Before
Extraordinary Gain
(9,914.5 Units) $ (303.71) $ (80.20) $ (159.92)

Net Income (Loss) Per Limited
Partnership Interest
(9,914.5 Units) $ 13.61 $ (80.20) $ (159.92)

See notes to consolidated financial statements

<PAGE>
CONSOLIDATED
STATEMENTS OF PARTNERS' CAPITAL
For the period January 1, 1993 to December 31, 1995

General Limited
Partners Partners Total

BALANCE at January 1, 1993 $(11,192) $5,476,389 $5,465,197

Net loss (16,016) (1,585,538) (1,601,554)

BALANCE at December 31, 1993 (27,208) 3,890,851 3,863,643

Net loss (8,031) (795,112) (803,143)

BALANCE at December 31, 1994 (35,239) 3,095,739 3,060,500

Net income 1,363 134,890 136,253

BALANCE at December 31, 1995 $(33,876) $3,230,629 $3,196,753

See notes to consolidated financial statements

CONSOLIDATED STATEMENTS OF CASH FLOW
For the Years Ended December 31, 1995, 1994 and 1993
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
Cash Flow From Operating Activities:
Net income (loss) $ 136,253 $ (803,143) $(1,601,554)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Gain on extinguishment of debt (3,177,788) -- --
Provision for investment property impairment 2,702,083 882,709 1,500,000
Depreciation 263,909 423,829 448,999
Provision for doubtful accounts 19,756 43,835 59,500
Equity interest in affiliated joint
venture's net loss 101,689 98,150 541,505
Minority Interest's share of Sabal
Palm's net income 66,435 22,991 9,319
Minority Interest's share of the Annex's
net income (loss) 231,115 (484,056) (794,263)
Changes in operating assets and liabilities:
(Increase) decrease in tenant receivable (111,389) (57,386) 23,231
(Increase) decrease in other assets (16,980) 15,770 62,994
Decrease (increase) in escrow and other
deposits 67,383 148,410 (6,363)
Decrease (increase) in due from affiliate 587 34,208 (34,795)
Decrease in accounts payable and accrued
expenses (138,377) (91,105) (18,368)
Increase in due to affiliates 219,253 25,988 --
Increase (decrease) in tenant security
deposits 6,811 (2,003) (781)
Net cash provided by operating activities 370,740 258,197 189,424

Cash Flow From Investing Activities:
Capital expenditures (28,916) (16,138) (6,330)
Cash contribution to Joint Ventures -- (16,800) (71,232)
Cash distribution to Minority Partner -
Sabal Palm (82,250) (88,595) (41,313)
Cash distribution to Minority Partner -
the Annex -- -- (46,000)
Cash used by investing activities (111,166) (121,533) (164,875)

Cash Flow From Financing Activities:
Repayment of mortgages (3,418,796) (96,952) (103,079)
Proceeds from refinancing 3,275,000 -- --
Payment of loan fees (79,747) -- --
Repayment of note payable (18,504) (1,223,613) (41,397)
Decrease in deposits with title company 18,504 1,223,613 41,397
Net cash used by financing activities (223,543) (96,952) (103,079)

Net increase (decrease)in cash and cash
equivalents 36,031 39,712 (78,530)
Cash and cash equivalents at beginning
of year 106,289 66,577 145,107
Cash and cash equivalents at end of year $ 142,320 $ 106,289 $ 66,577

Supplemental Disclosure of Non-cash
Financing Activities:
Gain on extinguishment of mortgage payable $4,895,883 -- --
</TABLE>

See notes to consolidated financial statements
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
December 31, 1995, 1994 and 1993

(1) ORGANIZATION

Brauvin Real Estate Fund L.P. 5 (the "Partnership") was organized
on June 28, 1985. The Partnership Agreement provides for the
General Partners of the Partnership to be Brauvin Ventures, Inc.,
Jerome J. Brault, and Cezar M. Froelich. Brauvin Ventures Inc. is
owned by A.G.E. Realty Corporation (50%) and by Messrs. Brault
(beneficially) (25%) and Froelich (25%). A. G. Edwards & Sons,
Inc. and Brauvin Securities, Inc., affiliates of the General
Partners, were the selling agents of the Partnership. The
Partnership is managed by an affiliate of the General Partners.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Method

The accompanying consolidated financial statements have been
prepared using the accrual method of accounting.

Income Taxes

A partnership is not subject to the payment of Federal or State
income taxes because components of its income and expenses flow
through directly to the partners. For tax purposes, the net
carrying value of the real estate for the Partnership is
$7,232,552.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in
the financial statements and the accompanying notes. Actual
results could differ from those estimates.

Consolidation of Joint Venture Partnership

The Partnership owns 42% and 53% interests in joint ventures
which acquired two shopping centers, Strawberry Fields (see Note 8)
and Sabal Palm, respectively. The Partnership owned a 54% interest
in the Annex, a shopping center, which was foreclosed upon on May
<PAGE>
15, 1995 (see Note 6). The accompanying financial statements have
consolidated 100% of the assets and liabilities of Sabal Palm and
the Annex and are reported as investments in real estate. The
investment in Strawberry Fields has been recorded using the equity
method and is reported as an investment in an affiliated joint
venture. The minority interest of the consolidated joint ventures
are recorded as minority interests and adjusted for the respective
joint venture partner's share of income or loss and any cash
contributions from or distributions to the joint venture partner,
if any. All intercompany items and transactions have been
eliminated.

Property

The Partnership's rental property is stated at cost including
adjustments for acquisition costs, leasing commissions and tenant
improvements. Depreciation and amortization are recorded on a
straight-line basis over the estimated economic lives of the
properties, which approximate 38 years, and applicable lease terms,
respectively. All of the Partnership's properties are subject to
liens under first mortgages.

In March 1995, the FASB issued Statement No. 121, Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of, which requires impairment losses to be recorded on
long-lived assets used in operations when indicators of impairment
are present and the undiscounted cash flows estimated to be
generated by those assets are less than the assets' carrying
amount. The Partnership's adoption of Statement No. 121 in the
first quarter 1995 did not have a material effect on the financial
statements.

Fair Value of Financial Instruments

The Partnership adopted SFAS No. 107 in 1995, which requires
entities to disclose the fair value of financial assets and
liabilities for which it is practicable to estimate. Fair value
is defined in SFAS No. 107 as the amount at which the instrument
could be exchanged in a current transactions between willing
parties, other than a forced or liquidation sale. The financial
<PAGE>
assets and liabilities of the Partnership include cash and cash
equivalents, due from affiliates, tenant receivables, investment in
joint venture, accounts payable, due to affiliates and mortgages
payable.

At December 31, 1995, the Partnership believes the carrying
amount of its financial instruments, not including long-term debt
or investment in joint venture, approximates the fair value due to
relatively short maturity of these instruments. The mortgages
payable is believed to have a fair value which approximates the
carrying amount based upon current refinancing of Crown Point and
interest rates offered for debt of similar instruments in the
market for the remaining maturities. It was not practicable to
estimate the fair value of the Partnership's investment in joint
venture because of the lack of a quoted market price and the
inability to estimate the fair value without incurring excessive
costs. The Partnership believes the investment is not impaired.
The Partnership has no other significant financial instruments.

Cash and Cash Equivalents

The Partnership considers all highly liquid investments with a
maturity of 90 days or less when purchased to be a cash equivalent.

Reclassifications

Certain amounts in the 1994 and 1993 financial statements have
been reclassified to conform to the 1995 presentation. This has
not affected the previously reported results of operations.

(3) PARTNERSHIP AGREEMENT

The Partnership Agreement (the "Agreement") provides that 99% of
the net profits and losses from operations of the Partnership for
each fiscal year shall be allocated to the Limited Partners and 1%
of net profits and losses from operations shall be allocated to the
General Partners. The net profit of the Partnership from the sale
or other disposition of a Partnership property shall be allocated
as follows: first, there shall be allocated to the General
Partners the greater of: (i) 1% of such net profits; or (ii) the
amount distributable to the General Partners as Net Sale Proceeds
from such sale or other disposition, as defined in the Partnership
<PAGE>
Agreement; and second, all remaining profits shall be allocated to
the Limited Partners. The net loss of the Partnership from any
sale or other disposition of a Partnership property shall be
allocated as follows: 99% of such net loss shall be allocated to
the Limited Partners and 1% of such net loss shall be allocated to
the General Partners.

The Agreement provides that distributions of Operating Cash Flow,
as defined in the Agreement, shall be distributed 99% to the
Limited Partners and 1% to the General Partners. The receipt by
the General Partners of such 1% of Operating Cash Flow shall be
subordinated to the receipt by the Limited Partners of Operating
Cash Flow equal to a 10% per annum, cumulative, non-compounded
return on Adjusted Investment, as such term is defined in the
Agreement (the "Preferential Distribution"). In the event the full
Preferential Distribution is not made in any year (herein referred
to as a "Preferential Distribution Deficiency") and Operating Cash
Flow is available in following years in excess of the Preferential
Distribution for said years, then the Limited Partners shall be
paid such excess Operating Cash Flow until they have paid any
unpaid Preferential Distribution Deficiency from prior years. Net
Sale Proceeds, as defined in the Agreement, received by the
Partnership shall be distributed as follows: (a) first, to the
Limited Partners until such time as the Limited Partners have been
paid an amount equal to the amount of their Adjusted Investment;
(b) second, to the Limited Partners until such time as the Limited
Partners have been paid an amount equal to any unpaid Preferential
Distribution Deficiency; and (c) third, 85% of any remaining Net
Sale Proceeds to the Limited Partners, and the remaining 15% of the
Net Sale Proceeds to the General Partners. The Preferential
Distribution Deficiency at December 31, 1995 equaled $7,855,758.
<PAGE>
(4) MORTGAGES PAYABLE

Mortgages payable at December 31, 1995 and 1994 consist of the
following:
Interest Date
1995 1994 Rate Due
Crown Point Shopping
Center (a) $3,275,000 $ 3,248,296 7.55% 1/03
Sabal Palm Square
Shopping Center (b) 3,113,064 3,138,864 9.50% 2/97
The Annex of Schaumburg
Shopping Center (c) -- 5,040,583 10.00%
$6,388,064 $11,427,743

(a) On November 22, 1994, the lender to Crown Point, NationsBank
of Tennessee, (the "Lender") exercised the right to call all
amounts due as of March 1, 1995. On March 1, 1995, a Forbearance
Agreement was executed between the Partnership and the Lender where
the Lender agreed to forbear from pursuing remedies with respect to
defaults through and including September 1, 1995 (the "First
Forbearance Period"). During the First Forbearance Period the
terms and conditions of the mortgage remained unchanged. Effective
September 1, 1995, the Lender agreed to further forebear from
pursuing remedies with respect to defaults through and including
December 1, 1995 (the "Second Forbearance Period"). During the
Second Forbearance Period the terms and conditions of the mortgage
also remained unchanged. Subsequent to December 1, 1995, the
Lender verbally agreed to forebear from pursuing remedies with
respect to defaults through December 31, 1995 in light of the
ongoing refinancing negotiations with NationsBanc Mortgage
Corporation, a Texas corporation with principal offices in
Charlotte, North Carolina (the "Successor Lender"). On December
28, 1995, the loan balance was paid in full when the Crown Point
property was refinanced with NationsBanc Mortgage Capital
Corporation. The refinancing resulted in a $3,275,000 non-recourse
loan with a fixed interest rate of 7.55% and a maturity of January
1, 2003.

As a precondition to the new financing, the Successor Lender
required that ownership of the property reside in a single purpose
entity ("SPE"). To accommodate the lender's requirements,
<PAGE>
ownership of the property was transferred to the SPE, Brauvin/Crown
Point L.P. which is owned 99% by the Partnership and 1% by an
affiliate of the General Partners. Distributions of Brauvin/Crown
Point L.P. are subordinated to the Partnership which effectively
precludes any distributions from the SPE to affiliates of the
General Partners. The creation of Brauvin/Crown Point L.P. did not
affect the Partnership's economic ownership of the Crown Point
property. Furthermore, this change in ownership structure had no
material effect on the financial statements of the Partnership.

The carrying value of Crown Point at December 31, 1995 was
approximately $4,552,000.

(b) The Partnership and its joint venture partner are required
to make a balloon mortgage payment for Sabal Palm in the amount of
$3,082,216 on February 1, 1997. It is the General Partners'
intention to refinance this loan when it matures. There is no
assurance that the General Partners will be successful in their
refinancing efforts in which case the Partnership would sustain a
loss on foreclosure. The financial statements do not reflect any
adjustments that might result from the outcome of this uncertainty.
The carrying value of Sabal Palm approximated $5,115,000 at
December 31, 1995.

(c) The Annex Joint Venture did not make its monthly mortgage
payments of $45,630 that were due to AUSA Life Insurance Company,
Inc. ("AUSA") on July 1, 1994, August 1, 1994, September 1, 1994 or
October 1, 1994. In addition, the Annex Joint Venture did not
repay the mortgage loan which matured November 1, 1994, at which
time the entire amount of principal and accrued interest became due
and payable. On August 11, 1994, the Annex Joint Venture received
a notice of default from AUSA demanding the payments due July 1,
1994 and August 1, 1994. On August 23, 1994, the Annex Joint
Venture filed a voluntary petition for bankruptcy (Chapter 11) in
the United States Bankruptcy Court in the Northern District of
Illinois. On February 10, 1995, the Bankruptcy Court ordered the
dismissal of the voluntary petition for bankruptcy and also on
February 10, 1995, AUSA filed a motion for appointment of a
receiver against the Annex Joint Venture. On February 17, 1995,
the motion was granted and an order was issued.
<PAGE>
On February 15, 1995, the Annex Joint Venture received an amended
notice of mortgage foreclosure from AUSA. The Annex Joint Venture
did not file an answer to the amended foreclosure that was due
March 17, 1995. On April 3, 1995, a judgement of foreclosure and
sale was entered into against the Annex Joint Venture. A sheriff's
sale of the Annex was held on May 10, 1995 and on May 15, 1995
title was transferred to AUSA in satisfaction of the Annex Joint
Venture's obligation on the promissory note payable.

The Partnership paid interest on all of its mortgages of
$652,831, $872,502 and $1,134,571 in 1995, 1994 and 1993,
respectively. Each shopping center serves as collateral under its
respective nonrecourse debt obligation.

Maturities of the mortgages payable are as follows:

1996 $ 95,094
1997 3,162,950
1998 84,364
1999 90,959
2000 98,068
Thereafter 2,856,629
$6,388,064

(5) TRANSACTIONS WITH AFFILIATES

The General Partners and other affiliates provide various
services to support operating activities of the Partnership.
Expenses reflected in the accompanying statements of operations
resulting from services provided by affiliates are detailed in the
following table.

Fees and other expenses paid to the General Partners or its
affiliates for the years ended December 31, 1995, 1994 and 1993
were as follows:

1995 1994 1993
Management fees $94,180 $129,391 $154,200
Reimbursable office
expenses 92,770 107,526 103,074
Legal fees 2,589 740 2,194
<PAGE>
The Partnership believes the amounts paid to affiliates are
representative of amounts which would have been paid to independent
parties for similar services. The Partnership had made all
payments to affiliates, except for $52,901 to Strawberry Fields and
$2,728 for legal services, as of December 31, 1995.

(6) INVESTMENT IN THE ANNEX

At the date of acquisition, the Annex was encumbered with an
existing first mortgage loan of approximately $4,356,600. The
outstanding principal balance was due on February 1, 1994. As this
loan was non-prepayable, the joint venture deposited approximately
$4,356,600 with Stewart Title Company (the "Title Company") and
paid a fee of approximately $293,000 to the Title Company in 1986
to service this loan.

On January 31, 1994, the Annex Joint Venture entered into a
Reliance Agreement (the "Agreement") with the Title Company and
agreed to, on behalf of the Title Company, by the lender, John
Hancock Mutual Life Insurance Company (i) make a $1,000,000 paydown
on the loan;(ii) pay the Lender an administrative fee of 1.5% of
the loan balance, after the $1,000,000 paydown; and (iii) issue
title insurance as required. As a condition to the Annex Joint
Venture's agreement with the Title Company, the Title Company
agreed to pay the Annex Joint Venture $5,000 per month commencing
February 1, 1994 through January 31, 1995 and $6,000 per month
thereafter. The Title Company also agreed to equally share with
the Annex Joint Venture the 2.5% interest savings after the 1.5%
administrative fee was paid, which the Annex Joint Venture was
expected to receive upon maturity of the Agreement. In February
<PAGE>
1994, the Title Company paid the Lender the $1,000,000 paydown, as
required in the Agreement. In 1995 and 1994, the Annex received
$5,000 and $55,000, respectively, from the Title Company, which was
recorded as a reduction of interest expense on the property. The
remaining amounts due from the Title Company were offset against
amounts owed to the Title Company. The Partnership will not
receive any additional payments under the Agreement.

On May 15, 1995, title to the Annex, was transferred to AUSA
through a sheriff's sale. As a result of reversion of the property
to the lender, the Annex Joint Venture recorded a $2,702,083
provision for investment property impairment to reduce the Annex
property to its estimated fair value. In addition, the Partnership
recorded an extraordinary gain on the extinguishment of debt in the
amount of $3,177,788, including the net reversals of approximately
$632,000 of accrued expenses.

The Annex Joint Venture ceased operations on May 15, 1995, paid
final administrative expenses, and had no other available cash to
provide final distributions. The Annex Joint Venture partnership
agreement provides for the dissolution of the Annex Joint Venture
upon mutual agreement of the Partnership and BIP 6. Accordingly,
the Partnership and BIP 6 have agreed to dissolve and will formally
terminate the Annex Joint Venture in 1996.

<PAGE>
(7) OPERATING LEASES

The Partnership is the lessor in numerous operating lease
agreements. The following is a schedule of future minimum rental
payments due to the Partnership under operating leases that have
initial or remaining noncancelable lease terms in excess of one
year as of December 31, 1995:

Year ending December 31:
1996 $1,024,827
1997 850,749
1998 742,159
1999 605,158
2000 562,491
Thereafter 3,798,075
Total $7,583,459

Contingent rental income approximated $144,000, $117,000 and
$124,000, in 1995, 1994 and 1993, respectively.

Collection of future rental income under these lease agreements
is subject to the financial stability of the underlying tenants.
Minimum rentals received from Food City, the anchor tenant of Crown
Point, approximated 24.8%, 14.2% and 14.5% of rental income for the
years ended December 31, 1995, 1994 and 1993, respectively.
Minimum rentals received from Winn Dixie and Walgreens, the anchor
tenants of Sabal, approximated 13.7%, 9.2% and 8.0% of rental
income and 7.7%, 5.0% and 4.4% of rental income for the years ended
December 31, 1995, 1994 and 1993, respectively.

<PAGE>
(8) INVESTMENT IN AFFILIATED JOINT VENTURE

The Partnership owns a 42% interest in Strawberry Fields, located
in West Palm Beach, Florida, and accounts for its investment under
the equity method. The following are condensed financial
statements for Strawberry Fields:

BALANCE SHEETS: December 31, December 31,
1995 1994
Land, building and personal
property, net $7,399,044 $7,598,408
Other assets 67,103 123,588
$7,466,147 $7,721,996

Mortgage payable $5,943,617 $5,955,617
Other liabilities 67,413 69,144
6,011,030 6,024,761
Partner's capital 1,455,117 1,697,234
$7,466,147 $7,721,996

INCOME STATEMENTS:
Years Ended December 31,
1995 1994 1993
Rental income $ 724,255 $ 730,772 $ 649,482
Other income 65,549 64,118 69,438
789,804 794,890 718,920

Mortgage and other
interest 533,317 548,281 488,819
Depreciation 199,364 199,365 231,630
Operating and
administrative expenses 299,240 280,934 287,769
Provision for investment
property impairment -- -- 1,000,000
1,031,921 1,028,580 2,008,218

Net loss $ (242,117) $ (233,690) $(1,289,298)

<PAGE>
<TABLE>
SCHEDULE III
BRAUVIN REAL ESTATE FUND L.P. 5
(a Delaware limited partnership)

REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995
<CAPTION>
Gross Amount at Which Carried
Initial Cost (a) at Close of Period (b)
Buildings, Buildings,
Personal Cost of Personal
Property and Subsequent Property and
Accumulated
Description Location Encumbrances(c) Land Improvements Improvements Land
Improvements Total Depreciation (b)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
<C>
Crown Point
Shopping Center Tennessee $3,275,000 $1,144,984 $4,579,939 $220,635 $1,144,984
$4,800,574 $ 5,945,558 $1,393,379
Sabal Palm Square
Shopping Center Florida 3,113,064 1,266,865 5,218,958 15,979 1,266,865
5,234,937 6,501,802 1,387,002
$6,388,064 $2,411,849 $9,798,897 $236,614 $2,411,849 $10,035,511
$12,447,360 $2,780,381
<FN>
<F1>
NOTES:
(a) The cost of this real estate is $12,447,360 for tax purposes. Buildings are depreciated over
31.5 years and personal
property over 5 years using the straight line method. The properties were constructed
between 1984 and 1985.
(b) The following schedule summarizes the changes in the Partnership's real estate and
accumulated depreciation balances:
</FN>
<CAPTION>
Real estate 1995 1994 1993
<S> <C> <C> <C>
Balance at beginning of year $19,057,782 $19,924,353 $21,418,023
Deduction-Provision for investment
property impairment (d) (2,702,083) (882,709) (1,500,000)
Deduction-For foreclosure of Annex (d) (3,937,255) -- --
Additions-land, buildings and improvements 28,916 16,138 6,330
Balance at end of year $12,447,360 $19,057,782 $19,924,353

Accumulated depreciation 1995 1994 1993
Balance at beginning of year $ 4,103,727 $ 3,679,898 $ 3,230,899
Deduction-For foreclosure of Annex (d) (1,587,255) -- --
Provision for depreciation 263,909 423,829 448,999
Balance at end of year $ 2,780,381 $ 4,103,727 $ 3,679,898
<FN>
<F2>
(c) Encumbrances: See Note 4 of Notes to the Consolidated Financial Statements.
(d) The 1995, 1994 and 1993 balances reflect the allocation of a $2,702,083, $882,709 and
$1,500,000 provision for investment property impairment in the Annex of Schaumburg.
The 1995 balances also reflect the write-off of the Annex due to its foreclosure on May 15,
1995.
</FN>
</TABLE>

<ARTICLE> 5

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 142,320
<SECURITIES> 610,490 <F1>
<RECEIVABLES> 137,272
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 12,447,360 <F2>
<DEPRECIATION> 2,780,381
<TOTAL-ASSETS> 10,761,876
<CURRENT-LIABILITIES> 0
<BONDS> 6,388,064 <F3>
0
0
<COMMON> 3,196,753 <F4>
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 10,761,876
<SALES> 0
<TOTAL-REVENUES> 1,902,196 <F5>
<CGS> 0
<TOTAL-COSTS> 1,842,409 <F6>
<OTHER-EXPENSES> 399,239 <F7>
<LOSS-PROVISION> 2,702,083 <F8>
<INTEREST-EXPENSE> 625,674
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 3,177,788 <F9>
<CHANGES> 0
<NET-INCOME> 134,890
<EPS-PRIMARY> 0
<EPS-DILUTED> 0

<FN>
<F1> "SECURITIES" REPRESENTS INVESTMENT IN JOINT VENTURE
<F2> "PP&E" REPRESENTS INVESTMENT IN REAL ESTATE [LAND AND BUILDING]
<F3> "BONDS" REPRESENTS MORTGAGES PAYABLE
<F4> "COMMON" REPRESENTS TOTAL PARTNERS CAPITAL
<F5> "TOTAL REVENUES" REPRESENTS RENTAL, INTEREST, AND OTHER INCOME
<F6> "TOTAL COSTS" REPRESENTS TOTAL EXPENSES LESS PROVISION FOR
INVESTMENT
PROPERTY IMPAIRMENT
<PAGE><F7> "OTHER EXPENSES" REPRESENTS INTEREST IN JOINT VENTURES'
NET INCOME/LOSS
<F8> "LOSS PROVISION" REPRESENTS PROVISION FOR INVESTMENT PROPERTY
IMPAIRMENT
<F9> "EXTRAORDINARY" REPRESENTS EXTRAORDINARY GAIN ON
EXTINGUISHMENT OF ANNEX
DEBT
</FN>

</TABLE>