SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                     FORM 15

             Certification and Notice of Termination of Registration
             under Section 12(g) of the Securities and 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 0-8229

                         McNeil Real Estate Fund V, Ltd.
             (Exact name of registrant as specified in its charter)

                 13760 Noel Road, Suite 600, Dallas, Texas 75240
                                 (972) 448-5800
               (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                          Units of Limited Partnership
            (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)        [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 12h3(b)(2)(ii)       [ ]
         Rule 12g-4(a)(2)(ii)       [ ]       Rule 15d-6
         Rule 12h-3(b)(1)(i)        [ ]

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

         Pursuant to the  requirements  of the  Securities  Exchange Act of 1934
McNeil  Real  Estate Fund V, Ltd.  has caused  this  certification/notice  to be
signed on its behalf by the undersigned duly authorized person.

                             McNEIL REAL ESTATE FUND V, LTD.

                             BY: McNEIL PARTNERS, L.P., General Partner

                                 By: McNeil Investors, Inc., its general partner

DATE: March 13, 1997             By: /s/ Ron Taylor
                                    -------------------------------
                                    Ron Taylor, Vice-President

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.  It may be 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.