SECURITIES AND EXCHANGE COMMISSION
                                  
                             Washington, D.C. 20549
                                  
                                   FORM 8-K/A

                                 CURRENT REPORT
                                  
                                  
                                  
       Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
                                  
       Date of Report (Date of earliest event reported) December 1, 1997
                                  
                                  
                        HUTTON/CONAM REALTY INVESTORS 5
             (Exact name of registrant as specified in its charter)
                                  


     California               0-014341              11-2712111
State or other jurisdiction   Commission            IRS Employer
  of incorporation            File Number         Identification No.



1764 San Diego Avenue
San Diego, CA  92110 Attn.: Robert J. Svatos           92110-1906
Address of principal executive offices                   Zip Code



Registrant's telephone number, including area code (619) 297-6771

Item 4.  Changes in Registrant's Certifying Accountants

Effective December 1, 1997, the Registrant advised Coopers & Lybrand that it
was changing accounting firms and engaged KPMG Peat Marwick.

Coopers and Lybrand report on the financial statements for the years ended
December 31, 1995 and December 31, 1996 contained no adverse opinion or
disclaimer of opinion and was not qualified as to uncertainty, audit scope or
accounting principles.  There have been no disagreements with Coopers and
Lybrand on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope procedure.

The Registrant has requested Coopers & Lybrand to provide a letter addressed to
the Commission stating whether it agrees with the information disclosed above.
Such letter will be filed subsequently by amendment pursuant to paragraph
(a)(3) of Item 304 in Regulation S-K.

The decision to change accountants was approved by ConAm Property Services IV,
Ltd. and RI 5 Real Estate Services, Inc., the General Partners of the
Registrant.

Item 7.  Financial Statements and Exhibits
(c) Exhibit 16-1

December 15, 1997

Securities and Exchange Commission
450 50th Street, N.W.
Washington, D.C. 20549

Gentlemen:

We have read the statements by Hutton/ConAm Realty Investors 5, which we
understand will be filed with the Commission, pursuant to Item 4 of Form 8-K,
as part of the Partnership's Form 8-K report for the month of December 1997. We
agree with the statements concerning our Firm in such Form 8-K.

/s/Coopers & Lybrand L.L.P.
   Coopers & Lybrand L.L.P.




                             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.


                         CONAM PROPERTY SERVICES IV, LTD
                         General Partner of Hutton/ConAm Realty
                         Investors 5

                         BY:  CONTINENTAL AMERICAN DEVELOPMENT, INC.
                              General Partner


Date:  December 17, 1997           BY:  /s/Daniel J. Epstein
                                   Director, President, and Principal
Executive Officer


Date:  December 17, 1997           BY:  /s/Robert J. Svatos
                                   Chief Financial Officer