FORM 15.--CERTIFICATION AND NOTICE OF TERMINATION OF
            REGISTRATION UNDER SECTION 12(g) OR SUSPENSION OF DUTY TO
                 FILE REPORTS UNDER SECTIONS 13 AND 13(d) OF THE
                             SECURITIES EXCHANGE ACT

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                         Commission file number       018555
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             Leastec Income Fund V, A California Limited Partnership
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             (Exact name of registrant as specified in its charter)


                         CAI Partners Management Company
7175 West Jefferson Avenue, Suite 4000, Lakewood, Colorado 80235  (303) 980-7583
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Address,  including zip code,  and  telephone  number,  including  area code, of
                   registrant's principal executive offices)


                      Unit of Limited Partnership Interest
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(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)(i)       |_|
    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:
3,856
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Pursuant to the  requirements  of the  Securities  Exchange Act of 1934 (Name of
registrant as specified in charter) has caused this  certification/notice  to be
signed on its behalf by the undersigned duly authorized person.

Date:  May 14, 1998
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By:    /s/John F. Olmstead
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       John F. Olmstead, President
       CAI Partners Management Company, General Partner
       Leastec Income Fund-V, A California Limited Partnership

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 office 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 under the signature.