PAINEWEBBER MORTGAGE PARTNERS FIVE L P
15-12G, 1998-11-25
REAL ESTATE
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                                     FORM 15
      [Adopted in Release No. 34-20784 (Paragraph 83,508), March 22, 1984,
                   effective March 30, 1984, 49 F.R., 12688.]

                    U. S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                     FORM 15

Certification  and Notice of Termination of Registration  under Section 12(g) of
the Securities  Exchange Act of 1934 or Suspension of Duty to File Reports Under
Sections 13 and 15 (d) of the Securities Exchange Act of 1934.

                         Commission File Number: 0-17149


                    PAINEWEBBER MORTGAGE PARTNERS FIVE, L.P.
                    ----------------------------------------
             (Exact name of registrant as specified in its charter)

265   Franklin Street,   Boston,    Massachusetts    02110     (617) 439-8118
- --------------------------------------------------------------------------------

(Address,  including zip code,  and telephone  number,  including  area code, of
registrant's principal executive offices)

                     Units of Limited Partnership Interest
                     -------------------------------------

                  (Title of each class of securities covered by this Form)

                                      None

(Titles of all other  classes  of  securities  for which a duty to file  reports
under section 13 (a) or 15 (d) remains)


<PAGE>



Please place an X in the box(es) to designate the appropriate rule  provision(s)
relied upon to terminate or suspend the duty to file reports:


Rule 12g-4(a) (1) (i)               [  x  ]     Rule 12h-3(b) (1) (ii)  [     ]
Rule 12g-4(a) (1) (ii)              [     ]     Rule 12h-3(b) (2) (i)   [     ]
Rule 12g-4(a) (2) (i)               [     ]     Rule 12h-3(b) (2) (ii)  [     ]
Rule 12g-4(a) (2) (ii)              [     ]     Rule 15d-6              [     ]
Rule 12h-3(b) (1) (i)               [  x  ]

Approximate number of holders of record as of the certification or notice date:
None

Pursuant to the  requirements  of the  Securities  Exchange  Act of  PaineWebber
Mortgage Partners Five, L.P. has caused this  certification/notice  to be signed
on its behalf by the undersigned duly authorized person.

DATE: November 25, 1998             PaineWebber Mortgage Partners Five, L.P.
                                   
                                    By:  Fifth Mortgage Partners, Inc.
                                         -----------------------------
                                         Managing General Partner

                            By: /s/ Walter V. Arnold
                                --------------------
                            Name: Walter V. Arnold
                            Title:  Senior Vice President
                                    and Chief Financial Officer



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