RESOURCES PENSION SHARES 5 LP
8-K, 2000-10-31
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 Exchange Act of 1934

        Date of report (Date of earliest event reported) October 25, 2000

                         Resource Pension Shares 5 L.P.
                         ------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
                                    --------
                 (State or Other Jurisdiction of Incorporation)

           00-15690                                    13-3353722
   (Commission File Number)                (I.R.S. Employer Identification No.)

5 Cambridge Center, Cambridge, Massachusetts             02142
  (Address of Principal Executive Offices)             (Zip Code)

                                 (617) 234-3000
              (Registrant's Telephone Number, Including Area Code)

                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>




Item 4.  Changes in Registrant's Certifying Accountant

         As previously reported, effective July 28, 2000, the Registrant
dismissed its prior Independent Auditors, Hays & Company. Effective October 25,
2000, the Registrant engaged Imowitz Koenig & Co., LLP. as its Independent
Auditors. The Registrant did not consult Imowitz, Koenig & Co., LLP. regarding
any of the matters or events set forth in Item 304(a)(2) of Regulation S-K prior
to October 25, 2000.



<PAGE>



                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized on this 26th day of October, 2000.


                                   Resource Pension Shares 5 L.P.

                                   By: Resource Capital Corp.
                                       Managing General Partner

                                       By: /s/  Michael L. Ashner
                                               ---------------------------------
                                                Michael L. Ashner
                                                Chief Executive Officer

                                       By: /s/  Carolyn Tiffany
                                               ---------------------------------
                                                Carolyn Tiffany
                                                Treasurer



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