JMB INCOME PROPERTIES LTD V - 10-Q Quarterly Report

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934

For the quarter ended September 30, 2002 Commission file #0-8716

JMB INCOME PROPERTIES, LTD. - V
(Exact name of registrant as specified in its charter)

Illinois 36-2897158
(State of organization) (IRS Employer Identification No.)

900 N. Michigan Ave., Chicago, IL 60611
(Address of principal executive office) (Zip Code)

Registrant's telephone number, including area code 312/915-1987

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 [ ]

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION

Item 1. Financial Statements . . . . . . . . . . . . . . . 3

Item 2. Management's Discussion and
Analysis of Financial Condition and
Results of Operations. . . . . . . . . . . . . . . 11

Item 4. Controls and Procedures. . . . . . . . . . . . . . 14

PART II OTHER INFORMATION

Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . 14

Item 3. Defaults Upon Senior Securities. . . . . . . . . . 15

Item 5. Other Information. . . . . . . . . . . . . . . . . 15

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 16

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED BALANCE SHEETS

SEPTEMBER 30, 2002 AND DECEMBER 31, 2001
(UNAUDITED)

ASSETS
------

SEPTEMBER 30, DECEMBER 31,
2002 2001
------------- -----------

Current assets:
Cash and cash equivalents . . . . . $ 3,622,630 3,741,367
Restricted funds. . . . . . . . . . 78,535 287,229
Interest, rents and
other receivables . . . . . . . . 22,633 14,747
Prepaid expenses. . . . . . . . . . 99,782 53,056
----------- -----------
Total current assets. . . . . 3,823,580 4,096,399
----------- -----------

Properties held for sale or
disposition . . . . . . . . . . . . 2,000,000 5,871,962
----------- -----------

Total investment properties . 2,000,000 5,871,962

Deferred expenses . . . . . . . . . . 30,208 30,208
----------- -----------

$ 5,853,788 9,998,569
=========== ===========

JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED BALANCE SHEETS - CONTINUED

LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------

SEPTEMBER 30, DECEMBER 31,
2002 2001
------------- -----------
Current liabilities:
Current portion of long-term debt . $18,229,266 18,229,266
Accounts payable. . . . . . . . . . 329,252 180,754
Accrued interest. . . . . . . . . . 3,108,177 1,047,226
Accrued real estate taxes . . . . . 162,608 --
----------- -----------
Total current liabilities . . 21,829,303 19,457,246
Tenant security deposits. . . . . . . 28,847 29,721
----------- -----------
Commitments and contingencies

Total liabilities . . . . . . 21,858,150 19,486,967

Venture partner's subordinated
equity in venture . . . . . . . . . 12,752,234 12,752,234

Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . 1,000 1,000
Cumulative net earnings (loss). . 4,049,571 4,245,050
Cumulative cash distributions . . (5,922,062) (5,922,062)
----------- -----------
(1,871,491) (1,676,012)
----------- -----------
Limited partners (38,505 interests):
Capital contributions,
net of offering costs . . . . . 34,926,505 34,926,505
Cumulative net earnings (loss). . 26,639,104 32,959,589
Cumulative cash distributions . . (88,450,714) (88,450,714)
----------- -----------
(26,885,105) (20,564,620)
----------- -----------
Total partners' capital
accounts (deficits) . . . . (28,756,596) (22,240,632)
----------- -----------
$ 5,853,788 9,998,569
=========== ===========

See accompanying notes to consolidated financial statements.

JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
(UNAUDITED)

2002 2001
----------- ----------
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . $(6,515,964) (477,990)
Items not requiring (providing)
cash or cash equivalents:
Depreciation. . . . . . . . . . . . -- 109,698
Amortization of deferred expenses . -- 15,815
Provision for value impairment. . . 3,871,962 --
Venture partner's share of
venture's operations. . . . . . . -- 299,814
Changes in:
Restricted funds. . . . . . . . . . 208,694 (242,165)
Interest, rents and other receivables (7,886) 60,817
Prepaid expenses. . . . . . . . . . (46,726) (36,389)
Accounts payable. . . . . . . . . . 148,498 49,455
Accrued interest . . . . . . . . . 2,060,951 555,882
Accrued real estate taxes . . . . . 162,608 (62,708)
Tenant security deposits. . . . . . (874) 1,900
---------- ----------
Net cash provided by (used in)
operating activities. . . . . (118,737) 274,129
---------- ----------

Cash flows from financing activities:
Principal payments on long-term debt. -- (178,923)
Venture partner's contributions to
venture . . . . . . . . . . . . . . -- 361,905
Distributions to venture partners . . -- (415,132)
Distributions to limited partners . . -- (1,155,150)
Distributions to general partners . . -- (64,175)
---------- ----------
Net cash provided by (used in)
financing activities. . . . . -- (1,451,475)
---------- ----------
Net increase (decrease) in
cash and cash equivalents . . (118,737) (1,177,346)
Cash and cash equivalents,
beginning of year . . . . . . 3,741,367 6,691,400
---------- ----------
Cash and cash equivalents,
end of period . . . . . . . . $3,622,630 5,514,054
========== ==========

Supplemental disclosure of cash flow
information:
Cash paid for mortgage interest . $ 400,000 1,274,822
========== ==========

See accompanying notes to consolidated financial statements.

JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2002 AND 2001

(UNAUDITED)

GENERAL

Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 2001 which are
included in the Partnership's 2001 Annual Report, as certain footnote
disclosures which would substantially duplicate those contained in such
audited financial statements have been omitted from this report.

The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.

In October 2001, the FASB issued Statement No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"). SFAS 144
develops one accounting model (based on the model in SFAS 121) for long-
lived assets (including discontinued operations) that are to be held or
disposed of by sale, as well as addresses certain discontinued operations
issues. The Partnership adopted SFAS 144 on January 1, 2002. The adoption
does not have any material effect on the Partnership.

In accordance with the Partnership's plan to dispose of the property,
debt service payments were suspended as of June 1, 2001. As of that date,
the property was again identified as held for sale or disposition and
accordingly, the property is no longer being depreciated as of that date.
The results of operations, net of venture partner's share, for the nine
months ended September 30, 2002 and 2001 for this property were $(85,667)
and $868,407, respectively.

TRANSACTIONS WITH AFFILIATES

Fees, commissions and other expenses required to be paid by the
Partnership to the General Partners and their affiliates as of
September 30, 2002 and for the nine months ended September 30, 2002 and
2001 were as follows:

Unpaid at
September 30,
2002 2001 2002
------- ------- -------------
Property management and
leasing fees. . . . . . . . . . . $ -- 45,401 --
Insurance commissions . . . . . . . 12,305 10,026 --
Management fees to Managing
General Partner . . . . . . . . . -- 64,175 --
------- ------- ------
$12,305 119,602 --
======= ======= ======

Any amounts deferred or currently payable to the General Partners and
their affiliates do not bear interest. The General Partners and their
affiliates had been deferring receipt of management and leasing fees
pursuant to the venture agreement for the 301 North Main Building and
Phillips Building. Prior to 1995, an affiliate of the Managing General
Partner provided management and leasing services. In December 1994, the
affiliate sold all of its assets and assigned its interest in the
management contracts, including the one for the 301 North Main Building and
Phillips Building to an unaffiliated third party. In connection with such
sale, an affiliate of the General Partners guaranteed payment to the
unaffiliated third party of the portion of the fees currently deferred due
to a provision in the venture agreement for the 301 North Main and Phillips
Buildings. Any such guaranteed amounts were paid to such unaffiliated
third party when earned and the General Partners and its affiliates were
entitled to receive such deferred fees. The General Partners and their
affiliates had deferred receipt of approximately $1,679,000 (approximately
$43 per interest) of such management and leasing fees. Such amounts were
deferred until the sale or disposition of the property or upon the
termination of the property management agreement. In early August 2001, a
receiver was appointed to take possession of and manage the property and
the aforementioned management agreement was terminated. The Partnership
also stopped accruing the deferred fees as of that date, and such deferred
fees became payable to the General Partners. The previously accrued
deferred fees were paid to the General Partners in December 2001 from
Partnership cash.

301 NORTH MAIN BUILDING AND PHILLIPS BUILDING

Occupancy at the 301 N. Main Building (formerly the Wachovia Bank
Building) is approximately 10% and the Phillips Building is vacant
(approximately 6% combined) as of September 30, 2002. Prior to December
31, 1995, substantially all of the 301 North Main Building was leased to
one tenant, the Wachovia Bank. Commencing in the third quarter of 1998 and
continuing through mid-1999, the Wachovia Bank vacated substantially all of
its space in the 301 North Main Building (approximately 200,000 square
feet). The remaining space leased during 2001 to the Wachovia Bank
(approximately 8,200 square feet) was leased pursuant to month-to-month
leases, and on April 30, 2001 the Wachovia Bank vacated this space.
Wachovia Bank, which had leased the entire Phillips Building, vacated its
space upon the expiration of its leases (approximately 178,700 square feet
in January 2002 and approximately 90,000 square feet in February 2002).

The venture had been marketing space in the 301 North Main Building
and the Phillips Building to prospective replacement tenants but was not
successful in its efforts due to the lack of large space users in this
market. Re-leasing the vacant space in the buildings would require major
renovation to the buildings as well as significant tenant improvements
which, in turn, would be contingent upon the Partnership obtaining
financing for these tenant replacement costs. The Partnership therefore
determined not to commit any additional funds to the property due to the
low likelihood of achieving a return on such funds. As a result, the
Partnership decided not to continue making debt service payments as of
June 1, 2001. The mortgage loan went into default as of June 1, 2001 and
matured in November 2001, and in accordance with default provisions of the
mortgage loan agreement, the Partnership has recorded interest upon the
loan balance at the default rate of 18% per annum commencing June 1, 2001.
However, as the loan is non-recourse to the Partnership, it is not expected
that any accrued interest will be satisfied out of assets other than the
property. In early August 2001, the lender notified the Partnership that a
receiver was appointed to take possession of and manage the property.

The Partnership is currently monitoring the efforts of the lender and
the receiver to transfer title to the property to either the lender or a
third party, and is taking such actions as it believes will accomplish this
result at the earliest possible time while minimizing any liability for the
Partnership. The lender has also been reviewing its options relative to a
potential removal of asbestos-containing insulation at the property and has
been delaying the consummation of a foreclosure. However, the Partnership
continues to request of the lender to proceed with foreclosure in advance
of the sale of the property. Because the Partnership has only modest
ability to influence these determinations and the speed with which they
occur, there can be no assurance as to the timing of these events. When a
disposition of the property is completed, the Partnership will then proceed
to liquidate its affairs barring unforseen circumstances. It is very
unlikely that the property will be disposed of in 2002.

In July 2002, the receiver entered into a contract for sale to sell
the property to an unaffiliated third party by the end of 2002. The
proposed purchase price pursuant to this offer was in excess of the
carrying value of the property. However, the sale was subject to various
contingencies and therefore, there was no assurance that such sale would be
completed. The potential buyer opted to terminate the sale agreement in
September 2002.

In October 2002, the Partnership became aware of an offer from an
unaffiliated third party to purchase the property for $2 million. The
lender is currently evaluating this offer and the Partnership is unable to
determine the lender's response, if any, to the offer. Further, the offer
contains numerous contingencies and there can be no assurance that a sale
contract would be finalized or that a transaction would result under the
proposed terms or any other terms. However, as a matter of prudent
accounting practice, and in recognition that the property has not yet been
sold despite more than two years of marketing, the Partnership has recorded
a provision for value impairment of $3,871,962 in order to reduce the
carrying value of the property to $2 million.

The transfer of title to the property under the scenarios discussed
above would result in a gain for financial reporting and Federal and state
income tax purposes (due to the debt secured by the property being greater
than its carrying value) with no corresponding distributable proceeds.
Additionally, the Partnership will be required to remit to the state tax
authorities withholding for income taxes due as a result of the sale of the
properties or its surrender to the mortgage lender. This withholding
amount is currently estimated to be approximately $650,000.

In December 1999, in order to settle certain disputes with the venture
partner, the Partnership and the venture partner entered into an agreement
(the "Option Agreement"), effective January 1, 1999, under which the
Partnership was given the option to purchase the venture partner's interest
on or before January 31, 2002. Such option has expired. If the
Partnership had exercised its option, the purchase price for the interest
would have been $230,000 and the Partnership would have released the
venture partner from its obligation to make contributions. As a result of
the prior settlement, and in consideration of the venture partner granting
a full release to the Partnership and the venture, the Partnership and
venture partner also concurrently entered into a forbearance agreement,
under which the Partnership agreed to not pursue its legal remedies against
the venture partner for its default related to its previously disputed
contribution obligation until November 1, 2000, subject to further
extension. Though the Partnership may now pursue such legal remedies, they
are of little practical value at present because the venture partner's
obligations permit recourse only to the venture partner's interest in the
venture, and the venture partner's share of distributions were already
being paid to the Partnership as discussed below. The Partnership
continues to reserve all of its rights in this regard, and may determine at
a later date to pursue such remedies.

In connection with completing the Option Agreement, the venture
agreement was amended to: (1) convert the venture partner's minority
general partnership interest in the venture to a limited partnership
interest; (2) provide that no further distributions of cash flow will be
made to the venture partner after December 1999 (other than deemed
distributions of up to $830,263 per year, which are required to be paid
directly to the Partnership to reduce the debt obligations of the venture
partner as described above), at which time $200,000, representing the
venture partner's final distribution of cash flow from operations and
reserves, was distributed to the venture partner; and (3) provide that the
venture partner (assuming the option under the option agreement was not
exercised) would receive 30% of any net sale proceeds (as defined) if the
gross sale price of the property is $40,000,000 or greater. Under the
Option Agreement, upon the closing of the purchase of such interest, the
venture partner would also release the Partnership and the venture from any
and all claims that the venture partner may have against the Partnership
and the venture, including, without limitation, any amounts which may have
accrued or been distributable prior to such closing date, and the
Partnership and the venture would release the venture partner from any
further liabilities under the venture agreement, including, without
limitation, the aforementioned obligation to make additional capital
contributions. Given current market conditions, a sale of the property
would not generate proceeds to the venture partner.

As a result of the December 1999 amendment to the venture agreement
referred to above, profits and losses are allocated based on the ratio of
distributions (actual distributions plus any distributions deemed to have
been made) to the partners, approximately 100% and 74% to the Partnership
and 0% and 26% to the venture partner for the nine months ended
September 30, 2002 and 2001, respectively. For financial reporting and
Federal income tax purposes, the venture reported the payments of
approximately $346,000 in 2001 for the five monthly payments made before
the discontinuing of debt service payments on the obligation referred to
above as deemed to be made (and contributed for financial reporting
purposes only) to the venture partner.

ADJUSTMENTS

Subject to the appropriateness of the financial information provided
by the receiver of the property as to rental income and property operating
expenses, and also subject to the fact that it is the lender (not the
Partnership) that determines fair value of the property through its
authority to enter into a sale transaction, in the opinion of the Managing
General Partner, all adjustments (consisting solely of normal recurring
adjustments) necessary for a fair presentation have been made to the
accompanying figures as of September 30, 2002 and for the three and nine
months ended September 30, 2002 and 2001.

PART I. FINANCIAL INFORMATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Reference is made to the notes to the accompanying financial
statements for additional information concerning the Partnership's
investments.

The board of directors of JMB Realty Corporation ("JMB") the managing
general partner of the Partnership, has established a special committee
(the "Special Committee") consisting of certain directors of JMB to deal
with all matters relating to tender offers for Interests in the
Partnership, including any and all responses to such tender offers.

At September 30, 2002, the Partnership and its consolidated venture
had cash and cash equivalents of approximately $3,623,000. Such funds are
available for distributions to partners, payment of withholding for taxes
upon disposal of the 301 North Main Building and Phillips Building, and
working capital requirements. Due to the re-leasing issues at the 301 N.
Main Building and Phillips Building, the venture defaulted on its mortgage
loan, and the properties will not be a source of future liquidity. In such
regard, reference is made to the Partnership's property specific
discussions above. The venture's mortgage obligation is a non-recourse
loan secured by the investment property and therefore, the Partnership and
its venture partner are not personally liable for the payment of the
mortgage indebtedness.

The Partnership made a distribution of cash flow from operations of
approximately $1,155,000 ($30 per interest) to the Limited Partners and
approximately $64,000 to the General Partners in the first quarter of 2001.

In connection with this distribution, the General Partners also received an
incentive management fee of approximately $64,000. The Partnership does
not anticipate further distributions of cash to its partners until the
Partnership winds up its affairs, in order to provide sufficient working
capital to cover ongoing Partnership operating expenses and any
contingencies that may arise.

The General Partners and their affiliates had deferred payment of
certain management and leasing fees of approximately $1,679,000
(approximately $43 per interest) pursuant to the venture agreement for the
301 North Main Building and Phillips Building. Such amounts were deferred
until the sale or disposition of the property or upon the termination of
the property management agreement. As described more fully in the Notes,
in August 2001, a receiver was appointed to take possession of and manage
the property and the aforementioned management agreement was terminated.
The Partnership also stopped accruing the deferred fees as of that date and
such deferred fees became payable to the General Partners. The previously
accrued deferred fees were paid to the General Partners in December 2001
from Partnership cash.

In July 2002, the receiver entered into a contract for sale to sell
the 301 North Main and Phillips Buildings to an unaffiliated third party by
the end of 2002. However, the sale was subject to various contingencies
and therefore, there was no assurance that such sale would be completed.
The potential buyer opted to terminate the sale agreement in September
2002. The Partnership intends to wind up its affairs and terminate as soon
as practicable after the sale or other disposition of the property barring
unforseen circumstances. As the timing depends upon when the lender
exercises its remedies with respect to foreclosure of the property or a
sale of the loan or of the property, it is unlikely this will occur in
2002. There is no assurance that any such sale will occur or that the
Partnership will be successful in requesting the lender to exercise its
remedies promptly.

The receiver had been marketing the property for sale. After the
contract for sale that had previously been entered into was terminated, the
lender notified the venture that it was examining its alternatives with
respect to the property. The Partnership is not aware that any marketing
efforts are continuing. Although it is not clear what the lender's course
of action will be, the venture has been notified that the lender is in the
process of obtaining an appraisal of the property and examining the cost to
remediate the asbestos in the building. The lender may also be examining
other potential environmental issues. Finally, the lender may sell its
loan rather than effect a foreclosure or attempt to sell the property to a
third party, which would extend the period of time needed for the property
to be sold and for the Partnership to be wound up. Given the non-recourse
nature of both the loan and the indemnities provided by the venture in
connection therewith, the Partnership does not believe (although there can
be no assurance in that regard) that any of these efforts are likely to
increase liabilities to the Partnership or the venture with respect to the
property. However, the venture and the Partnership continue to expend
resources to monitor these efforts and continue in existence. Furthermore,
the court overseeing the receivership may not permit the receivership to
continue indefinitely considering that the lender has not moved toward
foreclosure as it had represented to the court that it would. As reported
earlier, title to the property is held by 301 Main, LLC, which is
substantially without assets other than the property. In the event that
the receivership is terminated by the Court, there may be no entity that is
willing and capable of continuing to operate the property, which may cause
third-party claims to arise against the property and further prolong the
period until the property is sold. In order to avoid such a scenario, the
Partnership has begun to explore certain alternatives with the goal of
effecting a faster resolution of these matters. It is not currently known
whether any such alternatives shall prove desirable, or if pursued, whether
they will achieve the intended result.

RESULTS OF OPERATIONS

The decrease in restricted funds (which represent cash held in the
possession of the receiver at the 301 North Main and Phillips Buildings) at
September 30, 2002 as compared to December 31, 2001 is primarily due to
lower occupancy (resulting in lower revenues) at the 301 North Main and
Phillips Buildings and the timing of payments of cash flow from the
receiver to the lender partially offset by a cash advance made by the
lender for operating expenses at the property.

The increase in prepaid expenses at September 30, 2002 as compared to
December 31, 2001 is due to the timing of payment of insurance premiums at
the 301 North Main and Phillips Buildings.

The decrease in properties held for sale or disposition at
September 30, 2002 as compared to December 31, 2001 and the corresponding
provision for value impairment for the three and nine months ended
September 30, 2002 is the result of the reduction in net carrying value of
the 301 N. Main and Phillips Buildings to $2,000,000 in the third quarter
of 2002.

The increase in accounts payable at September 30, 2002 as compared to
December 31, 2001 is primarily due to a cash advance made by the lender for
operating expenses at the property.

The increase in accrued interest at September 30, 2002 as compared to
December 31, 2001 is primarily due to the Partnership's decision to cease
making debt service payments as of September 30, 2001, partially offset by
the receiver's payments of interest to the lender and also due to the
Partnership accruing interest at the default rate of 18% on the mortgage
loan of the 301 North Main and Phillips Buildings as of June 1, 2001.

The increase in accrued real estate taxes at September 30, 2002 as
compared to December 31, 2001 is primarily due to the timing of the payment
of real estate taxes at the 301 North Main and Phillips Buildings.

The decrease in rental income for the three and nine months ended
September 30, 2002 as compared to the same periods in 2001 is primarily due
to the decrease in occupancy at the 301 North Main and Phillips Buildings.

The decrease in interest income for the three and nine months ended
September 30, 2002 as compared to the same periods in 2001 is due to lower
interest rates in 2002 and a lower average cash balance due to the
distribution of cash flow from operations to the General Partners and
Limited Partners in March of 2001.

The other income for the three and nine months ended September 30,
2002 represents the return to the Partnership of a payroll imprest fund
related to a formerly owned property in the third quarter of 2002.

The increase in mortgage interest for the nine months ended
September 30, 2002 as compared to the same period in 2001 is primarily due
to the Partnership accruing interest at the default rate of 18% on the
mortgage loan of the 301 North Main and Phillips Buildings as of June 1,
2001, as described more fully in the Notes.

The decrease in depreciation for the nine months ended September 30,
2002 as compared to the same period in 2001 is primarily due to the 301
North Main and Phillips Buildings being classified as held for sale or
disposition as of June 1, 2001, and therefore, no longer being depreciated
as of that date.

The decrease in property operating expenses for the three and nine
months ended September 30, 2002 as compared to the same periods in 2001 is
primarily due to lower occupancy at the 301 N. Main and Phillips buildings
in 2002. This resulted in lower expenses for utilities, maintenance and
repairs (partially due to the building management team focusing on
minimizing costs and only completing necessary projects) and property
management and leasing fees.

The increase in professional services for the nine months ended
September 30, 2002 as compared to the same periods in 2001 is primarily due
to increased legal fees related to issues relating to the receivership at
the 301 N. Main and Phillips Buildings and higher fees for accounting
services in 2002.

The decrease in amortization of deferred expenses for the three and
nine months ended September 30, 2002 as compared to the same periods in
2001 is due to the deferred mortgage expenses for the loan at the 301 N.
Main and Phillips buildings becoming fully amortized in 2001 at maturity of
the loan.

The management fees to Managing General Partner for the nine months
ended September 30, 2001 is a result of the distribution of cash flow from
operations to the General Partners and the Limited Partners in March 2001.
These management fees are based upon a percentage of the aggregate
distribution of cash flow from operations.

The decrease in general and administrative expenses for the three and
nine months ended September 30, 2002 as compared to the same periods in
2001 is primarily due to a decrease in certain administrative costs during
2002.

The decrease in venture partner's share of venture's operations for
the three and nine months ended September 30, 2002 as compared to the same
periods in 2001 is primarily due to the discontinuation of deemed
distributions to the venture partner at the 301 N. Main and Phillips
Buildings and to the Partnership upon discontinuation of debt service
payments and subsequent appointment of the receiver, as described more
fully in the Notes. Per the amendment of the venture agreement, profits
and losses are allocated to the Partnership and the venture partner based
on their proportional share of distributions made or deemed to be made.

ITEM 4. CONTROLS AND PROCEDURES

Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14 of
the Securities Exchange Act of 1934 (the "Exchange Act") promulgated
thereunder, the principal executive officer and the principal financial
officer of the Partnership have evaluated the effectiveness of the
Partnership's disclosure controls and procedures (which do not include
those of the receiver or the lender of the 301 North Main Building and
Phillips Building) as of a date within 90 days prior to the date of the
filing of this report (the "Evaluation Date") with the Securities and
Exchange Commission ("SEC"). Based on such evaluation, the principal
executive officer and the principal financial officer have concluded that
the Partnership's disclosure controls and procedures were effective as of
the Evaluation Date to ensure that information required to be disclosed in
this report was recorded, processed, summarized and reported within the
time period specified in the applicable SEC rules and form for this report.

Furthermore, there have been no significant changes in the internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of their most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On August 6, 2001, an action entitled STATE STREET BANK AND TRUST
COMPANY, AS TRUSTEE, FOR THE REGISTERED HOLDERS OF FDIC REMIC TRUST 1994-
C1, COMMERCIAL MORTGAGE PASSTHROUGH CERTIFICATES, SERVICES 1994-C1 v.
WACHOVIA BUILDING ASSOCIATES was initiated in the Superior Court Division
of the General Court of Justice for the County of Forsyth, State of North
Carolina. In the proceeding, State Street Bank and Trust Company ("State
Street"), as the trustee for the owners of the beneficial interests in the
entity (the "Noteholder") holding the mortgage note secured by the 301
North Main Street (formerly Wachovia Bank) and Phillips Buildings
(collectively, the "Property") sought the appointment of a receiver to take
possession, manage and collect the rents and income of the Property. The
joint venture (the "Venture") that owns the Property had not made the
scheduled debt service payments on the mortgage note since June 2001 due to
the then current and anticipated vacancy at the Property.

On August 6, 2001, the Court entered an order appointing a temporary
receiver for the Property. Subsequently, the Venture entered into
negotiations with the receiver and State Street in order to avoid a
contested final hearing. As a result of such negotiations, in
consideration for, among other things, the right to petition for a hearing
from and after April 2002 if the Noteholder failed to diligently pursue
foreclosure and for a provision limiting the liability of the Venture in
all contracts relating to the Property, the Venture decided not to contest
the final hearing at which the order making the appointment of the receiver
was made permanent, and such order was entered on November 13, 2001. As a
result, the Venture no longer has possession or control of the Property.
The receiver had been marketing the property for sale. After the contract
for sale that had previously been entered into was terminated, the lender
notified the venture that it was examining its alternatives with respect to
the property. The Partnership is not aware that any marketing efforts are
continuing. Although it is not clear what the lender's course of action
will be, the venture has been notified that the lender is in the process of
obtaining an appraisal of the property and examining the cost to remediate
the asbestos in the building. The lender may also be examining other
potential environmental issues. Finally, the lender may sell its loan
rather than effect a foreclosure or attempt to sell the property to a third
party, which would extend the period of time needed for the property to be
sold and for the Partnership to be wound up. Given the non-recourse nature
of both the loan and the indemnities provided by the venture in connection
therewith, the Partnership does not believe (although there can be no
assurance in that regard) that any of these efforts are likely to increase

liabilities to the Partnership or the venture with respect to the property.

However, the venture and the Partnership continue to expend resources to
monitor these efforts and continue in existence. Furthermore, the court
overseeing the receivership may not permit the receivership to continue
indefinitely considering that the lender has not moved toward foreclosure
as it had represented to the court that it would. As reported earlier,
title to the property is held by 301 Main, LLC, which is substantially
without assets other than the property. In the event that the receivership
is terminated by the Court, there may be no entity that is willing and
capable of continuing to operate the property, which may cause third-party
claims to arise against the property and further prolong the period until
the property is sold. In order to avoid such a scenario, the Partnership
has begun to explore certain alternatives with the goal of effecting a
faster resolution of these matters. It is not currently known whether any
such alternatives shall prove desirable, or if pursued, whether they will
achieve the intended result.

The Partnership is not subject to any other material legal
proceedings.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Partnership has not made debt service payments on the mortgage
note secured by the 301 North Main Building and Phillips Building since
June 1, 2001. As a result, the mortgage loan is in default as of June 1,
2001 and matured November 2001. As of September 30, 2002, aggregate
amounts due to the lender were approximately $21,337,000 including certain
default interest. Reference is made to the subsection entitled "301 North
Main Building and Phillips Building" in Notes to the Financial Statements
filed with this report for a further discussion of the default under the
mortgage note secured by the 301 North Main Building and Phillips Building,
which discussion is hereby incorporated herein by reference.

ITEM 5. OTHER INFORMATION

OCCUPANCY

The following is a listing of approximate occupancy levels by quarter
for the Partnership's investment properties owned during 2002:

2001 2002
------------------------- -------------------------
At At At At At At At At
3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
---- ---- ---- ----- ---- ---- ----- -----
301 North Main
Building and
Phillips Building
Winston-Salem,
North Carolina. . 46% 45% 45% 45% 7% 7% 6%

PART IV

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

3-A. The Prospectus of the Partnership dated August 15,
1977, as supplemented September 20, 1977, filed with the Commission
pursuant to Rules 424(b) and 424(c), is hereby incorporated herein by
reference to the Partnership's Report for June 30, 2002 on Form 10-Q (File
No. 0-8716) dated August 12, 2002.

3-B. Amended and Restated Agreement of Limited Partnership
set forth as Exhibit A to the Prospectus is hereby incorporated herein by
reference to the Partnership's Report for June 30, 2002 on Form 10-Q (File
No. 0-8716) dated August 12, 2002.

99. Certification Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 is filed
herewith.

(b) No reports on Form 8-K were filed during the last quarter of
the period covered by this report.

SIGNATURES

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

JMB INCOME PROPERTIES, LTD. - V

BY: JMB Realty Corporation
(Managing General Partner)

By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date: November 14, 2002

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.

By: GAILEN J. HULL
Gailen J. Hull, Chief Financial Officer
and Principal Accounting Officer
Date: November 14, 2002

CERTIFICATIONS
--------------

I, H. Rigel Barber, certify that:

1. I have reviewed this quarterly report on Form 10-Q of JMB Income
Properties, Ltd. - V;

2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
performing the equivalent function):

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and

6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date:November 14, 2002

/s/ H. Rigel Barber
----------------------------
Principal Executive Officer

CERTIFICATIONS
--------------

I, Gailen J. Hull, certify that:

1. I have reviewed this quarterly report on Form 10-Q of JMB Income
Properties, Ltd. - V;

2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and
the audit committee of registrant's board of directors (or persons
performing the equivalent function):

a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and

6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date:November 14, 2002

/s/ Gailen J. Hull
----------------------------
Principal Accounting Officer