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



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                                    FORM 8-K/A
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                                 CURRENT REPORT

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


         Date of report (date of earliest event reported): May 28, 1997

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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














                       This document consists of 72 pages.











Item 7.      Financial Statements, Pro Forma Financial Information and Exhibits.

       a)    Financial Statements.              None

       b)    Pro Forma Information.             None

       c)    Exhibits.

             2.1     Purchase, Assignment and Assumption Agreement - attached *
             2.2     Escrow Agreement **
             2.3     Pledge and Security Agreement **
             2.4     Keep Well Agreement **
             2.5     Promissory Note **
             2.6     Guaranty (Keep Well) **
             2.7     Guaranty (SPV Indebtedness) **


*Exhibit 2.1 which was filed on June 12, 1997 with the original  Current  Report
on Form 8-K dated May 28, 1997 was  incomplete in that all of the schedules were
inadvertently  omitted. The complete document,  including all schedules,  is now
attached.

**Exhibits  2.2  through  2.7 were  previously  filed on June 12,  1997 with the
original  Current  Report  on Form  8-K  dated  May  28,  1997  and  are  hereby
incorporated by reference.

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                                    SIGNATURE



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.

                                  POLARIS AIRCRAFT INCOME FUND V
                                  (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)


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