SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 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)          February 5, 1996
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                 McNEIL REAL ESTATE FUND V, LTD.
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     (Exact name of registrant as specified in its charter)





     California                           0-8229              94-6356980
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(State  or  other jurisdiction  of      (Commission       (I.R.S. Employer
incorporation  or organization)          File  Number)     Identification No.)




     13760 Noel Road, Suite 700, LB70, Dallas, Texas, 75240
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       (Address of principal executive offices)     (Zip code)




Registrant's  telephone   number, including area code        (214) 448-5800
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ITEM 5.  OTHER EVENTS

On  February  5,  1996,  McNeil Real Estate  Fund  V,  Ltd.  (the
"Partnership")  executed a Purchase Agreement  (the  "Agreement")
dated  January 23, 1996 with BRE Properties, Inc. to sell to  BRE
the property commonly known as the Sycamore Valley Apartments  in
Fountain  Valley,  California  (the "Property"),  which  Property
represents  substantially all of the assets of  the  Partnership.
The gross purchase price for the Property is $23,300,000, subject
to  certain adjustments.  Consummation of the sale is subject  to
the satisfaction of certain conditions, including the approval of
the  limited  partners of the Partnership  of  the  sale  of  the
Property.   The Partnership presently anticipates submitting  the
sale for limited partner approval at a meeting in April 1996.

If  the  sale  of  the Property is consummated, it  is  currently
contemplated that McNeil Partners, L.P., the general  partner  of
the   Partnership  (the  "General  Partner")  will  commence  the
dissolution  and termination of the Partnership.   In  connection
with  such dissolution and termination, the General Partner  will
liquidate  any  remaining assets, repay creditors  and  authorize
distributions  to  the  partners of  the  Partnership,  including
distributions of net proceeds from the sale of the  Property,  in
accordance  with  the terms of the Partnership Agreement  of  the
Partnership.  Neither  the  amount  nor  timing   of   any   such
distributions has been determined.



                 McNEIL REAL ESTATE FUND V, LTD.
                                
                           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 thereunto duly authorized:



                        McNEIL REAL ESTATE FUND V, LTD.




                        By:   McNeil Partners, L.P., General Partner

                              By:  McNeil Investors, Inc., General Partner



February 14, 1996              By: /s/  Donald K. Reed
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Date                              Donald K. Reed
                                  President