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

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FORM 10-Q

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_X_ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1997

___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ___

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Commission File No. 33-21977

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POLARIS AIRCRAFT INCOME FUND V,
A California Limited Partnership

State of Organization: California
IRS Employer Identification No. 94-3068259
201 Mission Street, 27th Floor, San Francisco, California 94105
Telephone - (415) 284-7400

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, and (2) has been subject to such filing
requirements for the past 90 days.

Yes _X_ No ___

This document consists of 55 pages.

POLARIS AIRCRAFT INCOME FUND V,
A California Limited Partnership

FORM 10-Q - For the Quarterly Period Ended June 30, 1997

INDEX

Part I. Financial Information Page

Item 1. Financial Statements

a) Balance Sheets - June 30, 1997 and
December 31, 1996........................................3

b) Statements of Operations - Three and Six Months
Ended June 30, 1997 and 1996.............................4

c) Statements of Changes in Partners' Capital
(Deficit) -Year Ended December 31, 1996
and Six Months Ended June 30, 1997.......................5

d) Statements of Cash Flows - Six Months
Ended June 30, 1997 and 1996.............................6

e) Notes to Financial Statements............................7

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

Part II. Other Information

Item 1. Legal Proceedings...................................16

Item 6. Exhibits and Reports on Form 8-K....................17

Signature ....................................................18

Part I. Financial Information

Item 1. Financial Statements

POLARIS AIRCRAFT INCOME FUND V,
A California Limited Partnership

BALANCE SHEETS
(Unaudited)

June 30, December 31,
1997 1996
---- ----
ASSETS:

CASH AND CASH EQUIVALENTS $ 24,420,733 $ 23,252,136

RENT AND OTHER RECEIVABLES 420,858 1,371,941

NOTES RECEIVABLE 41,685,728 12,118,157

AIRCRAFT, net of accumulated depreciation
of $146,813,332 in 1996 -- 35,852,034

OTHER ASSETS 1,472 --
------------ ------------

$ 66,528,791 $ 72,594,268
============ ============

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT):

PAYABLE TO AFFILIATES $ 79,941 $ 231,741

ACCOUNTS PAYABLE AND ACCRUED
LIABILITIES 262,574 73,093

SECURITY DEPOSITS -- 475,000

MAINTENANCE RESERVES -- 1,306,018
------------ ------------

Total Liabilities 342,515 2,085,852
------------ ------------

PARTNERS' CAPITAL (DEFICIT):
General Partner (1,548,962) (1,505,679)
Limited Partners, 500,000 units
issued and outstanding 67,735,238 72,014,095
------------ ------------

Total Partners' Capital 66,186,276 70,508,416
------------ ------------

$ 66,528,791 $ 72,594,268
============ ============

The accompanying notes are an integral part of these statements.

POLARIS AIRCRAFT INCOME FUND V,
A California Limited Partnership

STATEMENTS OF OPERATIONS
(Unaudited)

Three Months Ended Six Months Ended
June 30, June 30,
-------- --------

1997 1996 1997 1996
---- ---- ---- ----

REVENUES:
Rent from operating leases $1,501,456 $ 3,298,099 $3,911,355 $ 6,844,628
Interest 866,366 255,189 1,448,108 546,856
Gain on sale of aircraft -- 211,436 -- 333,340
---------- ----------- ---------- ------------

Total Revenues 2,367,822 3,764,724 5,359,463 7,724,824
---------- ----------- ---------- ------------

EXPENSES:
Depreciation and amortization 1,318,620 9,015,817 2,297,427 12,195,221
Management fees to general partner -- 164,905 120,495 342,231
Operating 19,249 3,180 133,876 5,846
Administration and other 112,379 104,800 185,361 162,618
---------- ----------- ---------- ------------

Total Expenses 1,450,248 9,288,702 2,737,159 12,705,916
---------- ----------- ---------- ------------

NET INCOME (LOSS) $ 917,574 $(5,523,978) $2,622,304 $ (4,981,092)
========== =========== ========== ============

NET INCOME ALLOCATED
TO THE GENERAL PARTNER $ 384,139 $ 194,735 $ 651,161 $ 450,139
========== =========== ========== ============

NET INCOME (LOSS) ALLOCATED
TO LIMITED PARTNERS $ 533,435 $(5,718,713) $1,971,143 $ (5,431,231)
========== =========== ========== ============

NET INCOME (LOSS) PER LIMITED
PARTNERSHIP UNIT $ 1.06 $ (11.43) $ 3.94 $ (10.86)
========== =========== ========== ============

The accompanying notes are an integral part of these statements.

POLARIS AIRCRAFT INCOME FUND V,
A California Limited Partnership

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(Unaudited)

Year Ended December 31, 1996 and
Six Months Ended June 30, 1997
------------------------------

General Limited
Partner Partners Total
------- -------- -----

Balance, December 31, 1995 $ (866,147) $ 135,317,754 $ 134,451,607

Net income (loss) 471,579 (53,303,659) (52,832,080)

Cash distributions to partners (1,111,111) (10,000,000) (11,111,111)
----------- ------------- -------------

Balance, December 31, 1996 (1,505,679) 72,014,095 70,508,416

Net income 651,161 1,971,143 2,622,304

Cash distributions to partners (694,444) (6,250,000) (6,944,444)
----------- ------------- -------------

Balance, June 30, 1997 $(1,548,962) $ 67,735,238 $ 66,186,276
=========== ============= =============

The accompanying notes are an integral part of these statements.

POLARIS AIRCRAFT INCOME FUND V,
A California Limited Partnership

STATEMENTS OF CASH FLOWS
(Unaudited)

Six Months Ended June 30,
-------------------------

1997 1996
---- ----

OPERATING ACTIVITIES:
Net income (loss) $ 2,622,304 $ (4,981,092)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Depreciation 2,297,427 12,195,221
Gain on sale of aircraft -- (333,340)
Changes in operating assets and liabilities,
net of effect of sale of aircraft:
Decrease (increase) in rent and other
receivables (49,756) 1,196,987
Increase in other assets (1,472) --
Decrease in payable to affiliates (99,370) (490,790)
Increase (decrease) in accounts payable and
accrued liabilities (26,419) 84,071
Decrease in security deposits (225,000) --
Decrease in maintenance reserves (909,642) (1,782,383)
------------ ------------

Net cash provided by operating activities 3,608,072 5,888,674
------------ ------------

INVESTING ACTIVITIES:
Proceeds from sale of aircraft 5,674,334 1,748,776
Payments to Purchaser related to sale of aircraft (2,290,443) --
Principal payments on notes receivable 587,308 386,457
Principal payments on finance sale of aircraft 533,770 333,340
------------ ------------

Net cash provided by investing activities 4,504,969 2,468,573
------------ ------------

FINANCING ACTIVITIES:
Cash distributions to partners (6,944,444) (5,555,556)
------------ ------------

Net cash used in financing activities (6,944,444) (5,555,556)
------------ ------------

CHANGES IN CASH AND CASH
EQUIVALENTS 1,168,597 2,801,691

CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 23,252,136 20,842,611
------------ ------------

CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 24,420,733 $ 23,644,302
============ ============

The accompanying notes are an integral part of these statements.

POLARIS AIRCRAFT INCOME FUND V,
A California Limited Partnership

NOTES TO FINANCIAL STATEMENTS
(Unaudited)

1. Accounting Principles and Policies

In the opinion of management, the financial statements presented herein include
all adjustments, consisting only of normal recurring items, necessary to
summarize fairly Polaris Aircraft Income Fund V's (the Partnership's) financial
position and results of operations. The financial statements have been prepared
in accordance with the instructions of the Quarterly Report to the Securities
and Exchange Commission (SEC) Form 10-Q and do not include all of the
information and note disclosures required by generally accepted accounting
principles. These statements should be read in conjunction with the financial
statements and notes thereto for the years ended December 31, 1996, 1995, and
1994 included in the Partnership's 1996 Annual Report to the SEC on Form 10-K
(Form 10-K).

2. Sale of One Boeing 737-200 to Westjet

In February 1997, the Partnership sold one Boeing 737-200 Advanced aircraft
formerly on lease to Southwest Airlines Co. (Southwest), to Westjet Airlines,
Ltd. (Westjet). The Partnership received $1,150,000 in February 1997, and
applied the $250,000 security deposit held in 1996 for a total sales price to
Westjet of $1,400,000. In October 1996, Southwest had paid to the Partnership
$155,694, which was recorded as an increase in maintenance reserves, in lieu of
meeting certain return conditions specified in the lease. Upon the sale of the
aircraft in February 1997, this amount was reported as additional sales revenue.
The combined sales revenue of $1,555,694 approximated the net carrying value of
the aircraft.

3. Sale of Aircraft to Triton

On May 28, 1997, Polaris Investment Management Corporation (the "General
Partner" or "PIMC"), on behalf of the Partnership, executed definitive
documentation for the purchase of all 12 of the Partnership's remaining aircraft
(the "Aircraft") and a note receivable by Triton Aviation Services V LLC, a
special purpose company (the "Purchaser"). The closings for the purchase of all
12 of the Aircraft occurred from May 28, 1997 to June 30, 1997. The Purchaser is
managed by Triton Aviation Services, Ltd. ("Triton Aviation" or the "Manager"),
a privately held aircraft leasing company which was formed in 1996 by Triton
Investments, Ltd., a company which has been in the marine cargo container
leasing business for 17 years and is diversifying its portfolio by leasing
commercial aircraft. Each Aircraft was sold subject to the existing leases, if
any.

The Terms of the Transaction - The total contract purchase price (the "Purchase
Price") to the Purchaser is $34,750,259 which is allocable to the Aircraft, a
note and other receivables. The Purchaser paid into an escrow account $3,914,964
of the Purchase Price in cash upon the closing of the first aircraft and
delivered a promissory note (the "Promissory Note") for the balance of
$30,835,295. The Partnership received $3,914,964 from the escrow account on June
24, 1997.

without penalty. In addition, the Promissory Note is subject to mandatory
partial prepayment in certain specified instances. The Purchaser is current on
its Promissory Note obligation.

Under the terms of the transaction, the Purchaser's assets, which are limited to
the Aircraft, including any income or proceeds therefrom, and any funds made
available to Purchaser under the working capital line described below constitute
the sole source of payments under the Promissory Note. Although no security
interest over the Aircraft or the leases is granted in favor of the Partnership,
the equity interests in the Purchaser have been pledged to the Partnership. In
connection with that pledge, the Purchaser is prohibited from incurring
indebtedness other than (i) the Promissory Note; (ii) deferred taxes not yet due
and payable; (iii) indebtedness incurred to hushkit Aircraft owned by the
Purchaser; (iv) demand loans to another SPC (defined below) at a market rate of
interest; and (v) debt to trade creditors incurred in the ordinary course of
business. In addition, the Purchaser undertakes to keep the Aircraft and leases
free of any lien, security interest or other encumbrance other than (i) inchoate
taxes and materialmen's liens and the like, (ii) in the event that the Purchaser
elects to install hushkits on any Aircraft, secured debt to the extent of the
full cost of such hushkit and other hushkits acquired with proceeds from the
same loan facility; (iii) liens lessees are customarily permitted to incur that
are required to be removed. The Purchaser has the right to sell any of the
Aircraft without the consent of the Partnership, except that the Partnership's
consent would be required in the event that the sale price is less than the
portion of the outstanding balance of the Promissory Note which is allocable to
the Aircraft in question and the Purchaser does not have sufficient funds to
make up the difference. In the event that any of the Aircraft are sold by the
Purchaser, the Promissory Note is subject to a mandatory prepayment of the
portion of the Promissory Note which is allocable to the Aircraft sold.

Under the terms of the transaction, the Purchaser's Manager has undertaken to
make available a working capital line to the Purchaser of up to approximately
$4,034,000 to fund operating obligations of the Purchaser. This working capital
line is guaranteed by Triton Investments, Ltd., the parent of the Purchaser's
Manager and such guarantor provided the Partnership with a copy of its most
recent balance sheet showing a consolidated net worth (net of minority
interests) of at least $150-million at December 31, 1996. Provided that the
Purchaser is not in default in making payments due under the Promissory Note to
the Partnership, the Purchaser is permitted to dividend to its equity owners an
amount not to exceed approximately $108,000 per month. The Purchaser may
distribute additional dividends to the equity owners to the extent of the
working capital advances made by the Purchaser's Manager provided that the
working capital line available to the Purchaser will be deemed increased to the
extent of such dividends.

Under the purchase agreement, the Purchaser purchased the Aircraft effective as
of April 1, 1997 notwithstanding the actual closing dates. The utilization of an
effective date facilitated the economic determination of rent and other
allocations between the parties. The Purchaser has the right to receive all
income and proceeds, including rents and receivables, from the Aircraft accruing
from and after April 1, 1997, and the Promissory Note commenced bearing interest
as of April 1, 1997 subject to the closing of the aircraft. Each Aircraft was
sold subject to the existing leases, if any, and as part of the transaction the
Purchaser assumed all obligations relating to maintenance reserves and security
deposits relating to such leases. Subsequent to the Aircraft closings, cash
balances related to maintenance reserves and security deposits of approximately
$1,741,000 and $225,000, respectively were transferred to the Purchaser.

Neither PIMC nor GECAS will receive a sales commission in connection with the
transaction. In addition, PIMC will not be paid a management fee with respect to
the collection of the Promissory Note or on any rents accruing from or after
April 1, 1997. Neither PIMC nor GECAS or any of its affiliates holds any
interest in Triton Aviation or any of Triton Aviation's affiliates. John Flynn,
the current President of Triton Aviation, was a Polaris executive until May
1996, and has over 15 years experience in the commercial aviation industry. At
the time Mr. Flynn was employed at PIMC he had no affiliation with Triton
Aviation or its affiliates.

The Partnership continues to own the note receivable (the "AIA Receivable") from
American International Airways Limited ("AIA") with a current principal balance
of $11,437,741 plus accrued interest, which had initially been included in the
assets which were to be transferred to the Purchaser. After the date that the
Partnership and the Purchaser entered into the definitive documentation for the
sale transaction, but prior to the date that the AIA Receivable was transferred
to the Purchaser, AIA failed to make a scheduled principal payment under the AIA
Receivable and asked the Partnership to modify and restructure the AIA
Receivable. As a result, the Partnership and the Purchaser agreed to modify and
reform the definitive documentation for the sale transaction to exclude the AIA
Receivable. The General Partner is currently assessing the request made by AIA.
The AIA Receivable is secured by a mortgage on a Boeing 747-100 Special
Freighter aircraft.

Polaris Aircraft Income Fund II, Polaris Aircraft Income Fund III, Polaris
Aircraft Income Fund IV and Polaris Aircraft Income Fund VI have also sold
certain aircraft assets to separate special purpose companies under common
management with the Purchaser (collectively, together with the Purchaser, the
"SPC's") on terms similar to those set forth above, with the exception of the
Polaris Aircraft Income Fund VI aircraft, which were sold on an all cash basis.

The Accounting Treatment of the Transaction - In accordance with generally
accepted accounting principles (GAAP), the Partnership recognized rental income
up until the closing date for each aircraft which occurred from May 28, 1997 to
June 30, 1997. However, under the terms of the transaction, the Purchaser was
entitled to receive any payments of rents accruing from April 1, 1997 to the
closing dates. As a result, the Partnership made payments to the Purchaser for
the amounts due and received effective April 1, 1997. Payments during this
period totaling $1,501,456 are included in rent from operating leases and
interest income. For financial reporting purposes, the cash down payment portion
of the sales proceeds of $3,914,964 have been adjusted by the following: income
and proceeds, including rents and receivables from the effective date of April
1, 1997 to the closing date, interest due on the cash portion of the purchase
price, interest on the Promissory Note from the effective date of April 1, 1997
to the closing date, estimated selling costs, adjustments to the aircraft
maintenance reserves due the Purchaser and aircraft return conditions payments
that the Partnership was entitled to retain. As a result of these GAAP
adjustments, the net adjusted sales price recorded by the Partnership, including
the Promissory Note, was $33,141,808.

The Aircraft sold pursuant to the definitive documentation executed on May 28,
1997 have been classified as aircraft held for sale from that date until the
closing date. Under GAAP, aircraft held for sale are carried at their fair
market value less estimated costs to sell. The adjustment to the sales proceeds
described above and revisions to estimated costs to sell the aircraft required
the Partnership to record an adjustment to the net carrying value of the
Aircraft held for sale of approximately $1,318,620 during the three months ended
June 30, 1997. This adjustment to the net carrying value of the aircraft held
for sale is included in depreciation and amortization expense on the statement
of operations for the three and six months ended June 30, 1997.

4. AIA Note Restructuring

American International Airways Inc. (AIA) has requested a restructuring of its
outstanding promissory note to the Partnership. Under the terms of the proposed
restructuring, AIA has requested, among other things, for a deferral of 7 months
of principal payments due in May 1997 through November 1997, to be paid back
during a seven month extension of the loan term. AIA has not made its principal
payments since April 1997, but continues to pay the scheduled interest portion
of the note. As a result, this note has been classified as impaired. At this
time, management believes the note receivable balance of $11,437,741 is fully
recoverable.

5. Related Parties

Under the Limited Partnership Agreement, the Partnership paid or agreed to pay
the following amounts for the current quarter to the general partner, Polaris
Investment Management Corporation, in connection with services rendered or
payments made on behalf of the Partnership:

Payments for
Three Months Ended Payable at
June 30, 1997 June 30, 1997
------------- -------------

Aircraft Management Fees $ 30,705 $13,968

Out-of-Pocket Administrative and Selling
Expense Reimbursement 110,058 65,973

Out-of-Pocket Operating and
Remarketing Expense Reimbursement 332,793 --
-------- -------

$473,556 $79,941
======== =======

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

During the quarter ended June 30, 1997, the Partnership sold its remaining
portfolio of 12 used aircraft. The aircraft sold during the quarter ended June
30, 1997 consisted of 11 Boeing 737-200 Advanced aircraft and one Boeing 747-100
Special Freighter aircraft. The Partnership sold one Boeing 737-200 to Westjet
Airlines, Ltd. (Westjet) in February 1997. The Partnership sold two Boeing
727-100 aircraft that ATA transferred to the Partnership as part of the ATA
lease transaction in April 1993, to Empresa de Transporte Aereo del Peru S.A.
(Aeroperu). Aeroperu completed its payment obligations to the Partnership in
July 1996. As discussed below, the Partnership sold one Boeing 747-100 Special
Freighter aircraft to its former lessee American International Airways Limited
(AIA) in June 1996.

REMARKETING UPDATE

Sale of One Boeing 737-200 to Westjet

Sale of Aircraft to Triton

On May 28, 1997, Polaris Investment Management Corporation (the "General
Partner" or "PIMC"), on behalf of the Partnership, executed definitive
documentation for the purchase of all 12 of the Partnership's remaining aircraft
(the "Aircraft") and a note receivable by Triton Aviation Services V LLC, a
special purpose company (the "Purchaser" or "Triton"). The closings for the
purchase of all 12 of the Aircraft occurred from May 28, 1997 to June 30, 1997.
The Purchaser is managed by Triton Aviation Services, Ltd. ("Triton Aviation" or
the "Manager"), a privately held aircraft leasing company which was formed in
1996 by Triton Investments, Ltd., a company which has been in the marine cargo
container leasing business for 17 years and is diversifying its portfolio by
leasing commercial aircraft. Each Aircraft was sold subject to the existing
leases, if any.

The General Partners Decision to Approve the Transaction - In determining
whether the transaction was in the best interests of the Partnership and its
unitholders, the General Partner evaluated, among other things, the risks and
significant expenses associated with continuing to own and remarket the Aircraft
(many of which were subject to leases that were nearing expiration). The General
Partner determined that such a strategy could require the Partnership to expend
a significant portion of its cash reserves for remarketing and that there was a
substantial risk that this strategy could result in the Partnership having to
reduce or even suspend future cash distributions to limited partners. The
General Partner concluded that the opportunity to sell the Aircraft at an
attractive price would be beneficial in the present market where demand for
Stage II aircraft is relatively strong rather than attempting to sell the
aircraft "one-by-one" over the coming years when the demand for such Aircraft
might be weaker. During the months of intense negotiations, GE Capital Aviation
Services, Inc. ("GECAS"), which provides aircraft marketing and management
services to the General Partner, sought to obtain the best price and terms
available for these Stage II aircraft given the aircraft market and the
conditions and types of planes owned by the Partnership. Both the General
Partner and GECAS approved the sale terms of the Aircraft (as described below)
as being in the best interest of the Partnership and its unitholders because
both believe that this transaction will optimize the potential cash
distributions to be paid to limited partners.

To ensure that no better offer could be obtained, the terms of the transaction
negotiated by GECAS included a "market-out" provision that permitted the
Partnership to elect to accept an offer for all (but no less than all) of the
assets to be sold by it to the Purchaser on terms which it deemed more
favorable, with the ability of the Purchaser to match the offer or decline to
match the offer and be entitled to be compensated in an amount equal to 1 1/2%
of the Purchaser's proposed purchase price.

On May 9, 1997, the General Partner received a competing offer (the "Competing
Offer") from a third party to purchase the Partnership's twelve aircraft and
certain notes receivable, subject to a number of contingencies, as disclosed in
the Partnerships Quarterly Report to the Securities and Exchange Commission Form
10-Q at March 31, 1997. The Competing Offer included a higher purchase price
than the offer made by the Purchaser (the "Original Offer"). Both the Competing
Offer and the Original Offer contained similar financing structures, but the net
worth of the company submitting the Competing Offer was approximately $11
million, as compared to the approximately $150 million net worth of Triton
Investments, Ltd., the parent of the Purchaser's Manager. On May 14, 1997, upon
review and comparison of the Competing Offer with the Original Offer, the
General Partner determined that it would be in the best interests of the
Partnership to reject the Competing Offer due to the significant difference in
the net worth and the execution risks both at closing and thereafter, as well as
the payment of the 1 1/2% fee that would be due to the Purchaser under the
Original Offer representing approximately half of the premium represented by the
Competing Offer over the Original Offer.

The Promissory Note is due in 28 quarterly installments of principal and
interest commencing June 30, 1997 in the amount of $1,512,367 over a period of
seven years bearing interest at a rate of 12% per annum with a balloon principal
payment in the amount of $5,621,617 due on March 31, 2004. The Purchaser has the
right to voluntarily prepay the Promissory Note in whole or in part at any time
without penalty. In addition, the Promissory Note is subject to mandatory
partial prepayment in certain specified instances. The Purchaser is current on
its Promissory Note obligation.

period totaling $1,501,456 are included in rent from operating leases and
interest income. For financial reporting purposes, the cash down payment portion
of the sales proceeds of $3,914,964 has been adjusted by the following: income
and proceeds, including rents and receivables from the effective date of April
1, 1997 to the closing date, interest due on the cash portion of the purchase
price, interest on the Promissory Note from the effective date of April 1, 1997
to the closing date, estimated selling costs, adjustments to the aircraft
maintenance reserves due the Purchaser and aircraft return conditions payments
that the Partnership was entitled to retain. As a result of these GAAP
adjustments, the net adjusted sales price recorded by the Partnership, including
the Promissory Note, was $33,141,808.

The Aircraft sold pursuant to the definitive documentation executed on May 28,
1997 have been classified as aircraft held for sale from that date until the
actual closing date. Under GAAP, aircraft held for sale are carried at their
fair market value less estimated costs to sell. The adjustment to the sales
proceeds described above and revisions to estimated costs to sell the Aircraft
required the Partnership to record an adjustment to the net carrying value of
the aircraft held for sale of approximately $1,318,620 during the three months
ended June 30, 1997. This adjustment to the net carrying value of the aircraft
held for sale is included in depreciation and amortization expense on the
statement of operations for the three and six months ended June 30, 1997.

PARTNERSHIP OPERATIONS

The Partnership recorded net income of $917,574, or $1.06 per limited
partnership unit for the three months ended June 30, 1997, compared to a net
loss of $5,523,978, or $11.43 per limited partnership unit, for the three months
ended June 30, 1996. The Partnership recorded net income of $2,622,304, or $3.94
per limited partnership unit for the six months ended June 30, 1997, compared to
a net loss of $4,981,092, or $10.86 per limited partnership unit, for the six
months ended June 30, 1996. The significant improvement in operating results for
the three and six months ended June 30, 1997 compared to the same periods in
1996 is due primarily to decreased depreciation expense recognized during 1997.

In June 1996, the Partnership sold one Boeing 747-100 Special Freighter aircraft
to AIA. The Partnership recognized an impairment loss of approximately
$5,836,000 on this aircraft which was recorded as additional depreciation
expense during the second quarter of 1996.

Interest income increased during the three and six months ended June 30, 1997
compared to the same period in 1996, due to the recognition of interest income
on the notes receivable from AIA and Triton. In June 1996, the Partnership sold
a Boeing 747-100 Special Freighter to AIA. The Partnership agreed to accept
payment of the sale price with interest in 60 monthly installments beginning in
July 1996. As a result, the Partnership recognized interest income on this note
of approximately $281,000 and $576,000 during the three and six months ended
June 30, 1997 as compared to $0 during the same periods in 1996. In the second
quarter of 1997, the Partnership sold 12 Aircraft to Triton for cash and a
promissory note. The promissory note is payable in 28 quarterly installments of
principal and interest over a period of seven years. The Partnership recognized
interest income on this note of approximately $316,000 during the three and six
months ended June 30, 1997, as compared to $0 during the same periods in 1996.

One of the three aircraft returned by Southwest in 1996 was sold in February
1997 to Westjet for $1,400,000. In October 1996, Southwest had paid to the
Partnership $155,694, which was recorded as an increase in maintenance reserves,
in lieu of meeting certain return conditions specified in the lease. Upon the
sale of the aircraft in February 1997, this amount was reported as additional
sales revenue. The combined sales revenue of $1,555,694 approximated the net
carrying value of the aircraft.

Rental revenues, net of related management fees, decreased during the three and
six months ended June 30, 1997 as compared to the same period in 1996 due to the
sale of the Partnership's 12 Aircraft during the three months ended June 30,

1997, combined with the expiration of several leases during 1996. In May 1996,
the aircraft lease for the Boeing 747-100 Special Freighter expired and the
aircraft was sold to American International Airways Limited (AIA) in June 1996,
resulting in a decrease in rental revenues in 1997 compared to 1996. In October
and December 1996, three aircraft leased to Southwest reached the end of their
lease terms and were returned to the Partnership, resulting in further
reductions in rental revenues during 1997 compared to 1996.

LIQUIDITY AND CASH DISTRIBUTIONS

LIQUIDITY

The Partnership received all lease payments on a current basis from all lessees
except Polar Air Cargo which was past due at June 30, 1997. The Partnership
received the March 1997 lease payment of $279,370 from Polar Air Cargo on July
28, 1997, which was included in rent and other receivables on the balance sheet
at June 30, 1997.

PIMC has determined that the Partnership maintain cash reserves as a prudent
measure to insure that the Partnership has available funds in the event the
Purchaser defaults under the Promissory Note and for other contingencies
including expenses of the Partnership. The Partnership's cash reserves will be
monitored and may be revised from time to time as further information becomes
available in the future.

AIA Note Restructuring - American International Airways Inc. (AIA) has requested
a restructuring of its outstanding promissory note to the Partnership. Under the
terms of the proposed restructuring, AIA has requested, among other things, for
a deferral of 7 months of principal payments due in May 1997 through November
1997, to be paid back during a seven month extension of the loan term. AIA has
not made its principal payments since April 1997, but continues to pay the
interest portion of the note. At this time, management believes the note
receivable balance of $11,437,741 is fully recoverable.

CASH DISTRIBUTIONS

Cash distributions to limited partners during the three months ended June 30,
1997 and 1996 were $3,750,000, or $7.50 and $2,500,000, or $5.00 per limited
partnership unit, respectively. Cash distributions to limited partners during
the six months ended June 30, 1997 and 1996 were $6,250,000, or $12.50 and
$5,000,000, or $10.00 per limited partnership unit, respectively.

In accordance with the Limited Partnership Agreement, cash distributions are to
be allocated 90% to the limited partners and the 10% to the general partner. In
July 1997, the Partnership made a cash distribution to limited partners of
$11,485,000 ($22.97 per limited partnership unit) and $1,276,111 to the general
partner. The timing and amount of future cash distributions are not yet known
and will depend on the Partnership's future cash requirements including expenses
of the Partnership, as previously discussed in the Liquidity section, and the
receipt of note payments from AIA and Triton.

Part II. Other Information

Item 1. Legal Proceedings

As discussed in Item 3 of Part I of Polaris Aircraft Income Fund V's (the
Partnership) 1996 Annual Report to the Securities and Exchange Commission (SEC)
on Form 10-K (Form 10-K) and in Item 1 of Part II of the Partnership's Quarterly
Report to the SEC on Form 10-Q (Form 10-Q) for the period ended March 31, 1997,
there are a number of pending legal actions or proceedings involving the
Partnership. Except as discussed below, there have been no material developments
with respect to any such actions or proceedings during the period covered by
this report.

Equity Resources, Inc., et al. v. Polaris Investment Management Corporation, et
al. - On May 12, 1997, plaintiffs appealed the Superior Court's denial of their
motion seeking to enjoin the sale by the Partnership of certain of its aircraft
and notes receivable. On May 15, 1997, the Appellate Court denied plaintiffs'
appeal. On May 19, 1997, plaintiffs appealed the Superior Court's denial of
their motion to the Supreme Court of Massachusetts. The Supreme Court of
Massachusetts denied plaintiffs' appeal on May 29, 1997. On May 23, 1997, the
defendants filed a motion to dismiss the action.

Ron Wallace v. Polaris Investment Management Corporation, et al. - On or about
June 18, 1997, a purported class action entitled Ron Wallace v. Polaris
Investment Management Corporation, et al. was filed on behalf of the unit
holders of Polaris Aircraft Income Funds II through VI in the Superior Court of
the State of California, County of San Francisco. The complaint names each of
Polaris Investment Management Corporation (PIMC), GE Capital Aviation Services,
Inc. (GECAS), Polaris Aircraft Leasing Corporation, Polaris Holding Company,
General Electric Capital Corporation, certain executives of PIMC and GECAS and
John E. Flynn, a former PIMC executive, as defendants. The complaint alleges
that defendants committed a breach of their fiduciary duties with respect to the
Sale Transaction involving the Partnership as described in Item 2, under the
caption "Remarketing Update -- Sale of Aircraft to Triton."

"Accelerated" High Yield Income Fund II, Ltd., L.P. v. Polaris Investment
Management Corporation, et al. - On or about June 19, 1997, an action entitled
"Accelerated" High Yield Income Fund II, Ltd., L.P. v. Polaris Investment
Management Corporation, et al. was filed in the Superior Court of the State of
California, County of San Francisco. The complaint names each of Polaris
Investment Management Corporation (PIMC), GE Capital Aviation Services, Inc. and
Eric Dull (the President of PIMC), as defendants. The complaint alleges that
defendants committed a breach of their fiduciary duties with respect to the Sale
Transaction involving the Partnership as described in Item 2, under the caption
"Remarketing Update -- Sale of Aircraft to Triton."

Other Proceedings - Item 10 in Part III of the Partnership's 1996 Form 10-K and
Item 1 of Part II of the Partnership's Form 10-Q for the period ended March 31,
1997 discuss certain actions which have been filed against Polaris Investment
Management Corporation and others in connection with the sale of interests in
the Partnership and the management of the Partnership. With the exception of
Novak, et al v. Polaris Holding Company, et al, (which has been dismissed, as
discussed in the 1996 Form 10-K) where the Partnership was named as a defendant
for procedural purposes, the Partnership is not a party to these actions. Except
as discussed below, there have been no material developments with respect to any
of the actions described therein during the period covered by this report.

The following actions have been settled pursuant to a settlement agreement
entered into on June 6, 1997:

- - Thelma Abrams, et al. v. Polaris Holding Company, et al.
- - Sara J. Bishop, et al. v. Kidder, Peabody & Co. Incorporated, et al.
- - Enita V. Elphick, et al. v. Kidder, Peabody & Co. Incorporated, et al.

- - Janet K. Johnson, et al. v. Polaris Holding Company, et al.
- - Wayne W. Kuntz, et al. v. Polaris Holding Company, et al.
- - Joyce H. McDevitt, et al. v. Polaris Holding Company, et al.
- - Mary Grant Tarrer, et al. v. Kidder, Peabody & Co. Incorporated, et al.
- - Harry R. Wilson, et al. v. Polaris Holding Company, et al.
- - George Zicos, et al. v. Polaris Holding Company, et al.

- - Michael J. Ouellette, et al. v. Kidder, Peabody & Co. Incorporated, et al.;
Thelma A. Rolph, et al. v. Polaris Holding Company, et al.; Carl L. Self, et al.
v. Polaris Holding Company, et al. - On or about March 21, 1997, three
complaints were filed in the Superior Court of the State of California, County
of Sacramento naming as defendants Kidder, Peabody & Company, Incorporated,
Polaris Holding Company, Polaris Aircraft Leasing Corporation, Polaris
Investment Management Corporation, Polaris Securities Corporation, Polaris Jet
Leasing, Inc., Polaris Technical Services, Inc., General Electric Company,
General Electric Capital Services, General Electric Capital Corporation, GE
Capital Aviation Services and Does 1-100. The first complaint, entitled Michael
J. Ouellette, et al. v. Kidder Peabody & Co., et al., was filed by over 50
individual plaintiffs who purchased limited partnership units in one or more of
Polaris Aircraft Income Funds I-VI. The second complaint, entitled Thelma A.
Rolph, et al. v. Polaris Holding Company, et al., was filed by over 500
individual plaintiffs who purchased limited partnership units in one or more of
Polaris Aircraft Income Funds I-VI. The third complaint, entitled Carl L. Self,
et al. v. Polaris Holding Company, et al., was filed by over 500 individual
plaintiffs who purchased limited partnership units in one or more of Polaris
Aircraft Income Funds I-VI. Each complaint alleges violations of state common
law, including fraud, negligent misrepresentation and breach of fiduciary duty,
and violations of the rules of the National Association of Securities Dealers,
Inc. Each complaint seeks to recover compensatory damages and punitive damages
in an unspecified amount, interest and rescission with respect to Polaris
Aircraft Income Funds I-VI and all other limited partnerships alleged to have
been sold by Kidder Peabody to the plaintiffs.

Item 6. Exhibits and Reports on Form 8-K

a) Exhibits (numbered in accordance with Item 601 of Regulation S-K)

2.9 Modification Agreement
2.10 Promissory Note (Replacement)
27 Financial Data Schedule

b) Reports on Form 8-K

A Current Report on Form 8-K, dated May 28, 1997, reporting the sale of
assets under Item 2 was filed on June 12, 1997.

SIGNATURE

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.

POLARIS AIRCRAFT INCOME FUND V,
A California Limited Partnership
(Registrant)
By: Polaris Investment
Management Corporation,
General Partner

August 12, 1997 By: /S/Marc A. Meiches
- --------------------------------- ------------------
Marc A. Meiches
Chief Financial Officer
(principal financial officer and
principal accounting officer of
Polaris Investment Management
Corporation, General Partner of
the Registrant)