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): 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)
6430 S. QUEBEC STREET, ENGLEWOOD, COLORADO 80111
(Address of Principal Executive Offices) (Zip Code)
(303) 741-3707
(Registrant's Telephone Number, Including Area Code)
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____________________________________________________________
(former name or former address if changed since last report)
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The Registrant hereby amends and supplements the following items of its Current
Report on Form 8-K dated January 20, 1998:
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
The Registrant previously reported in its Current Report on Form 8-K
dated January 20, 1998 (the "Form 8-K") that (i) it had dismissed
its independent accountants, Deloitte & Touche LLP effective January
20, 1998, and that there were no disagreements with such firm, and
(ii) that it had engaged Coopers & Lybrand LLP as its new
independent accountants. The required letter from Deloitte & Touche
LLP indicating whether it agrees with the statements in such Form 8-
K was not available at the time of the filing of the Form 8-K. The
required letter of Deloitte & Touche LLP, dated January 29, 1998,
indicating its agreement with the statements made by the Registrant
has now been made available to the Registrant and is attached hereto
as Exhibit 16.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) The following Exhibit is filed as part of this report:
Exhibit 16 - Letter dated January 29, 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: February 3, 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
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EXHIBIT 16
DELOITTE & TOUCHE LLP
Suite 1200
695 Town Center Drive
Costa Mesa, California 92626-1924
Telephone: (714) 436-7100
Facsimile: (714) 436-7200
January 29, 1998
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read and agreed with the comments in Item 4(a)I, II, IV, V and VI of
Form 8-K of Windsor Park Properties 5, a California Limited Partnership, dated
January 20, 1998.
We have no basis to comment with respect to the statements in Item 4(a)III.
Yours truly,
Deloitte & Touche LLP
