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): January 20, 1998
WINDSOR PARK PROPERTIES 5, A CALIFORNIA LIMITED PARTNERSHIP
(Exact name of Registrant as specified in its Certificate of Limited
Partnership)
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CALIFORNIA 0-16642 33-0243223
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation or organization) File Number) Identification Number)
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6430 S. QUEBEC STREET, ENGLEWOOD, COLORADO 80111
(Address of Principal Executive Offices) (Zip Code)
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(303) 741-3707
(Registrant's Telephone Number, Including Area Code)
____________________________________________________________
(former name or former address if changed since last report)
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Previous independent accountants
(I) On January 20, 1998, Windsor Park Properties 5, a
California Limited Partnership (the "Registrant")
dismissed Deloitte & Touche LLP as its independent
accountants.
(II) The reports of Deloitte & Touche LLP on the Registrant's
financial statements for the years ended December 31,
1996 and December 31, 1995 contained no adverse opinion
or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting
principles.
(III) The Windsor Corporation, a general partner of the
Registrant, was acquired by Chateau Communities, Inc.
("Chateau") during 1997. Coopers & Lybrand L.L.P. are
the independent accountants for Chateau. The general
partners' decision to change independent accountants was
based upon anticipated lower accounting charges, as well
as Coopers & Lybrand's relationship with Chateau.
(IV) During the Registrant's two most recent fiscal years and
through January 20, 1998, there have been no
disagreements with Deloitte & Touche LLP on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of
Deloitte & Touche LLP would have caused them to make
reference thereto in their report.
(V) During the two most recent fiscal years and through
January 20, 1998, there have been no reportable events
(as defined in Regulation S-K Item 304(a)(1)(v)).
(VI) The Registrant has requested that Deloitte & Touche LLP
furnish it with a letter addressed to the SEC stating
whether or not it agrees with the above statements.
(b) New independent accountants
(I) The Registrant engaged Coopers & Lybrand, L.L.P. as its
new independent accountants as of January 21, 1998.
During the two most recent fiscal years and through
January 20, 1998, the Registrant has not consulted with
Coopers & Lybrand L.L.P. on items which (1) were or
should have been subject to Statement of Auditing
Standard No. 50 or (2) concerned the subject matter of a
disagreement or reportable event with the former
accountants, (as described in Regulation S-B Item
304(a)(2)).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits - the following exhibit will be filed by amendment
promptly upon its availability:
16 Letter dated January __, 1998 from Deloitte & Touche LLP,
the Registrant's former accountants, to the Securities
and Exchange Commission.
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.
Dated: January 27, 1998 WINDSOR PARK PROPERTIES 5,
A California Limited Partnership
(Registrant)
By: The Windsor Corporation, General Partner
By: /s/ Steven G. Waite
_______________________
STEVEN G. WAITE
President
