CHESTNUT PARTNERSHIP
15-15D, 1999-02-11
OPERATORS OF APARTMENT BUILDINGS
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                                  UNITED STATES
                       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
13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                               Commission file number  33-32197

THE CHESTNUT PARTNERSHIP                   THE CHESTNUT REAL ESTATE PARTNERSHIP
- ------------------------                   ------------------------------------
           (exact name of registrants as specified in their charters)

         2330 West Joppa Road, Suite 210, Lutherville, Maryland, 21093,
                              phone (301) 494-9200
         --------------------------------------------------------------
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                                      None
            --------------------------------------------------------
            (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)

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

Approximate number of holders of record as of the certification or notice
 date:     1
       --------

Pursuant to the requirements of the Securities Exchange Act of 1934, The
Chestnut Partnership and The Chestnut Real Estate Partnership have caused this
certification/notice to be signed on their behalf by the undersigned duly
authorized person.

Date:   February 8, 1999                By:  /s/ Arthur V. Neis
     -------------------------             -------------------------------------
                                           Arthur V. Neis, V.P.,
                                           Treasurer and Chief Financial Officer


Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed by an officer of the registrant, by counsel or by any
other duly authorized person. The name and title of the person signing the form
shall be typed or printed under the signature.



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