SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB
(Mark One)
[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
        1934

                   For the fiscal year ended December 31, 2002

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
         OF 1934

                    For the transition period from _________to _________

                         Commission file number 0-10255

                              SHELTER PROPERTIES I
                 (Name of small business issuer in its charter)

      South Carolina                                             57-0707398
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                          55 Beattie Place, PO Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)

                                 (864) 239-1000
                            Issuer's telephone number

               Securities registered under Section 12(b) of the Exchange Act:

                                      None

               Securities registered under Section 12(g) of the Exchange Act:

                      Units of Limited Partnership Interest
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X No___

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of the  Partnership's  knowledge  in  definitive  proxy or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year.  $3,947,000

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests as of December 31, 2002. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.


The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  The discussions of the  Registrant's
business  and  results  of  operations,   including  forward-looking  statements
pertaining to such matters,  do not take into account the effects of any changes
to the  Registrant's  business  and results of  operations.  Actual  results may
differ  materially  from those described in the  forward-looking  statements and
will  be  affected  by  a  variety  of  risks  and  factors  including,  without
limitation:  national and local economic  conditions;  the terms of governmental
regulations that affect the Registrant and interpretations of those regulations;
the competitive  environment in which the Registrant operates;  financing risks,
including the risk that cash flows from  operations may be  insufficient to meet
required  payments of  principal  and  interest;  real estate  risks,  including
variations  of real  estate  values and the  general  economic  climate in local
markets and competition for tenants in such markets; and possible  environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

                                     PART I

Item 1.  Description of Business

Shelter  Properties I (the  "Partnership"  or  "Registrant")  was organized as a
limited  partnership  under the laws of the State of South  Carolina on April 7,
1980.  The general  partner  responsible  for  management  of the  Partnership's
business is Shelter Realty I  Corporation,  a South  Carolina  corporation  (the
"Corporate General  Partner").  The Corporate General Partner is a subsidiary of
Apartment  Investment and Management  Company  ("AIMCO") a publicly  traded real
estate investment trust. The other general partner is AIMCO Properties, L.P., an
affiliate of the Corporate General Partner and AIMCO. The Partnership  Agreement
provides  that the  Partnership  is to  terminate  on  December  31, 2019 unless
terminated prior to such date.

The  Registrant  is engaged in the business of operating and holding real estate
properties for investment. In 1980, during its acquisition phase, the Registrant
acquired seven existing apartment  properties.  The Registrant  continues to own
and operate two of these properties (see "Item 2. Description of Properties").

Commencing  July 3, 1980,  the  Registrant  offered  pursuant to a  Registration
Statement  filed with the Securities and Exchange  Commission up to 14,900 Units
of Limited Partnership  Interest (the "Units") at a purchase price of $1,000 per
Unit with a minimum  purchase of 5 Units ($5,000).  An additional 100 Units were
purchased by the Corporate General Partner.

The offering terminated on September 10, 1980. Upon termination of the offering,
the Registrant had accepted  subscriptions for 15,000 Units, including 100 Units
purchased by the Corporate General Partner, for an aggregate of $15,000,000. The
Registrant invested approximately $11,000,000 of such proceeds in seven existing
apartment  properties and thereby completed its acquisition  program in December
1980.  Since its initial  offering,  the  Registrant  has not received,  nor are
limited partners required to make, additional capital contributions.

The Registrant  has no employees.  Management  and  administrative  services are
performed  by the  Corporate  General  Partner  and by  agents  retained  by the
Corporate  General Partner.  These services were provided by an affiliate of the
Corporate General Partner for the years ended December 31, 2002 and 2001.

The  Partnership  receives  income from its properties  and is  responsible  for
operating  expenses,  capital  improvements  and  debt  service  payments  under
mortgage  obligations  secured by the properties.  The Partnership  financed its
properties  primarily  through  non-recourse  debt.  Therefore,  in the event of
default, the lender can generally look only to the subject property for recovery
of amounts due.

Risk Factors

The  real  estate  business  in which  the  Partnership  is  engaged  is  highly
competitive.  There are other  residential  properties within the market area of
the Registrant's  properties.  The number and quality of competitive properties,
including  those which may be managed by an affiliate of the  Corporate  General
Partner,  in such market area could have a material  effect on the rental market
for the  apartments  at the  Registrant's  properties  and the rents that may be
charged  for such  apartments.  While  the  Corporate  General  Partner  and its
affiliates  own and/or  control a significant  number of apartment  units in the
United  States,  such  units  represent  an  insignificant  percentage  of total
apartment  units in the United  States,  and  competition  for the apartments is
local.

Laws benefiting  disabled persons may result in the Partnership's  incurrence of
unanticipated  expenses.  Under the Americans with  Disabilities Act of 1990, or
ADA,  all places  intended to be used by the public are required to meet certain
Federal  requirements  related to access and use by disabled persons.  Likewise,
the Fair Housing Amendments Act of 1988, or FHAA, requires apartment  properties
first occupied after March 13, 1990 to be accessible to the  handicapped.  These
and other  Federal,  state  and  local  laws may  require  modifications  to the
Partnership's   properties,   or  restrict   renovations   of  the   properties.
Noncompliance  with  these laws could  result in the  imposition  of fines or an
award of  damages  to private  litigants  and also  could  result in an order to
correct any  non-complying  feature,  which could result in substantial  capital
expenditures.   Although  the  Corporate   General  Partner  believes  that  the
Partnership's   properties  are   substantially   in  compliance   with  present
requirements,  the Partnership may incur  unanticipated  expenses to comply with
the ADA and the FHAA.

Both  the  income  and  expenses  of  operating  the  properties  owned  by  the
Partnership are subject to factors outside of the Partnership's control, such as
changes in the supply and demand for similar  properties  resulting from various
market  conditions,  increases/decreases  in unemployment or population  shifts,
changes in the availability of permanent mortgage  financing,  changes in zoning
laws or changes in  patterns  or needs of users.  In  addition,  there are risks
inherent in owning and operating residential  properties because such properties
are  susceptible to the impact of economic and other  conditions  outside of the
control of the Partnership.

There have been, and it is possible there may be other, Federal, state and local
legislation  and  regulations   enacted   relating  to  the  protection  of  the
environment.  The Partnership is unable to predict the extent,  if any, to which
such new  legislation  or  regulations  might occur and the degree to which such
existing or new legislation or regulations might adversely affect the properties
owned by the Partnership.

The Partnership  monitors its properties for evidence of pollutants,  toxins and
other dangerous substances, including the presence of asbestos. In certain cases
environmental  testing has been performed which resulted in no material  adverse
conditions or liabilities.  In no case has the Partnership  received notice that
it is a potentially  responsible party with respect to an environmental clean up
site.

Insurance  coverage is becoming  more  expensive  and  difficult to obtain.  The
current  insurance market is  characterized by rising premium rates,  increasing
deductibles,  and more restrictive  coverage language.  Recent developments have
resulted in  significant  increases in insurance  premiums and have made it more
difficult to obtain  certain types of insurance.  As an example,  many insurance
carriers are excluding  mold-related  risks from their policy coverages,  or are
adding  significant  restrictions to such coverage.  Continued  deterioration in
insurance   market  place   conditions  may  have  a  negative   effect  on  the
Partnership's operating results.

A further description of the Partnership's business is included in "Management's
Discussion and Analysis or Plan of Operation"  included in "Item 6" of this Form
10-KSB.

Item 2.  Description of Properties

The following table sets forth the Registrant's investments in properties:

<TABLE>
<CAPTION>

                                   Date of
Properties                         Purchase       Type of Ownership           Use

<S>                                <C>   <C>
Quail Hollow Apartments            09/01/80  Fee ownership, subject to   Apartment
  West Columbia, South Carolina              first mortgage              215 units

Windsor Hills Apartments           09/01/80  Fee ownership, subject to   Apartment
  Blacksburg, Virginia                       first mortgage (1)          300 units
</TABLE>

(1)  Property is held by a Limited  Partnership in which the  Registrant  owns a
     99.99% interest.

Schedule of Properties

Set forth below for each of the  Registrant's  properties is the gross  carrying
value,  accumulated  depreciation,  depreciable life, method of depreciation and
Federal tax basis.

<TABLE>
<CAPTION>

                                Gross
                              Carrying      Accumulated                       Federal
Properties                      Value      Depreciation     Rate   Method    Tax Basis
                                   (in thousands)                          (in thousands)

<S>                           <C>             <C>           <C>                <C>
Quail Hollow Apartments       $ 6,990         $ 4,443       5-34     S/L       $2,408

Windsor Hills Apartments        7,673           5,562       5-30     S/L        2,334

          Totals              $14,663         $10,005                          $4,742
</TABLE>

See "Note A" to the financial  statements included in "Item 7" for a description
of the Partnership's capitalization and depreciation policies.

Schedule of Property Indebtedness

The  following  table  sets  forth  certain  information  relating  to the loans
encumbering the Registrant's properties.

<TABLE>
<CAPTION>

                         Principal                                         Principal
                        Balance At      Stated                              Balance
                       December 31,    Interest     Period     Maturity     Due At
Properties                 2002          Rate      Amortized     Date    Maturity (1)
                      (in thousands)                                    (in thousands)

<S>                       <C>           <C>       <C>          <C>   <C>    <C>
Quail Hollow              $ 5,056       7.48%     17.25 years  10/01/18     $ 1,284

Windsor Hills               6,526       7.22%      20 years    01/01/21          --

                          $11,582                                           $ 1,284
</TABLE>

(1)   See "Item 7. Financial  Statements - Note B" for information  with respect
      to the  Registrant's  ability  to prepay  these  loans and other  specific
      details about the loans.

Rental Rates and Occupancy

Average  annual  rental rates and  occupancy for 2002 and 2001 for each property
are as follows:

                                    Average Annual               Average Annual
                                     Rental Rates                  Occupancy
                                      (per unit)
 Properties                      2002             2001          2002        2001

 Quail Hollow                   $ 7,278         $ 7,281         90%          94%

 Windsor Hills                    7,162           6,959         91%          94%


The  Corporate  General  Partner  attributes  the decrease in occupancy at Quail
Hollow to lower  mortgage  interest  rates  resulting in more home purchases and
less rentals and the fire in December  2001 that damaged eight  apartment  units
(see "Item 7. Financial Statements - Note G").

The Corporate  General  Partner  attributes the decrease in occupancy at Windsor
Hills to  changing  market  conditions  and  increased  competition  from  other
apartment complexes in the Blacksburg, VA area.

As noted under "Item 1.  Description of Business",  the real estate  industry is
highly competitive. The Partnership's properties are subject to competition from
other residential apartment complexes in the area. The Corporate General Partner
believes  that the  properties  are  adequately  insured.  Each  property  is an
apartment  complex  which leases  units for lease terms of one year or less.  No
tenant leases 10% or more of the available  rental space.  All of the properties
are in good physical condition, subject to normal depreciation and deterioration
as is typical for assets of this type and age.

Real Estate Taxes and Rates:

Real estate taxes and rates in 2002 for each property were as follows:

                                                2002            2002
                                                Taxes           Rate
                                           (in thousands)

       Quail Hollow                             $ 118          28.06%
       Windsor Hills                              105           1.02%

Capital Improvements:

Quail Hollow Apartments

During the year ended December 31, 2002,  the  Partnership  spent  approximately
$917,000 on capital improvements  consisting primarily of reconstruction related
to  a  December  2001  fire  at  the  property,   floor  covering  replacements,
appliances,  plumbing upgrades and interior decoration.  These improvements were
funded from operating cash flow,  insurance  proceeds and replacement  reserves.
The  Partnership is currently  evaluating the capital  improvement  needs of the
property for the upcoming  year and  currently  expects to budget  approximately
$65,000.  Additional  improvements may be considered during 2003 and will depend
on the  physical  condition  of the  property as well as  anticipated  cash flow
generated by the property.

Stone Mountain West Apartments

During the year ended December 31, 2002,  the  Partnership  spent  approximately
$88,000  on  capital   improvements   consisting  primarily  of  floor  covering
replacements  and  plumbing  upgrades.   These  improvements  were  funded  from
operating cash flow. The property was sold December 27, 2002.

Windsor Hills Apartments

During the year ended December 31, 2002,  the  Partnership  spent  approximately
$223,000  consisting  primarily of floor  covering and  appliance  replacements,
interior  decoration,  water  sub-metering,  parking area improvements,  and air
conditioning upgrades.  These improvements were funded from operating cash flow.
The  Partnership is currently  evaluating the capital  improvement  needs of the
property  for the  upcoming  year  and  currently  expects  to  budget  $90,000.
Additional  improvements  may be  considered  during 2003 and will depend on the
physical  condition  of  the  property  as  well  as  replacement  reserves  and
anticipated cash flow generated by the property.

The capital improvements planned for 2003 at the Partnership  properties will be
made only to the  extent  of cash  available  from  operations  and  Partnership
reserves.  To the extent that such budgeted capital  improvements are completed,
the Registrant's  distributable  cash flow, if any, may be adversely affected at
least in the short term.

Item 3.  Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its Corporate  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition  of interests  in certain  Corporate  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged  into AIMCO.  The  plaintiffs  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Corporate General Partner filed a motion seeking dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended complaint.  The Corporate General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Corporate  General Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Corporate  General  Partner and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Corporate General Partner and affiliated defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.  The  Corporate  General  Partner  and  affiliated
defendants  oppose the motion.  On April 29,  2002,  the Court held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the current trial date of
January 13, 2003 (as well as the  pre-trial  and  discovery  cut-off  dates) and
stayed the case in its  entirety  through  November  7, 2002 so that the parties
could have an opportunity to discuss settlement.  On October 30, 2002, the court
entered an order extending the stay in effect through January 10, 2003.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action described below. The Court
has  scheduled  the hearing on  preliminary  approval  for April 4, 2003 and the
hearing on final approval for June 2, 2003.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of  settlement)  and up to $ 1 million toward the cost
of independent  appraisals of the Partnerships'  properties by a Court appointed
appraiser. An affiliate of the Corporate General Partner has also agreed to make
a tender offer to purchase all of the partnership  interests in the Partnerships
within one year of final  approval,  if it is granted,  and to provide  partners
with the  independent  appraisals  at the time of these  tenders.  The  proposed
settlement  also provides for the  limitation  of the allowable  costs which the
Corporate  General  Partner or its affiliates  will charge the  Partnerships  in
connection with this litigation and imposes limits on the class counsel fees and
costs in this  litigation.  If the  Court  grants  preliminary  approval  of the
proposed settlement in April, a notice will be distributed to partners providing
detail on the terms of the proposed settlement.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Corporate  General Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the  complaint.  Before  completing  briefing on the appeal,  the parties stayed
further proceedings in the appeal pending the Court's review of the terms of the
proposed settlement described above.

The  Corporate  General  Partner  does  not  anticipate  that  any  costs to the
Partnership, whether legal or settlement costs, associated with these cases will
be material to the Partnership's overall operations.

The  Partnership is unaware of any other pending or outstanding  litigation that
is not of a routine nature arising in the ordinary course of business.

Item 4.  Submission of Matters to a Vote of Security Holders

During the quarter ended December 31, 2002, no matter was submitted to a vote of
unit holders through the solicitation of proxies or otherwise.

                                     PART II

Item 5.     Market for the Partnership Equity and Related Partner Matters

The Partnership,  a publicly-held  limited partnership,  offered and sold 15,000
limited partnership units (the "Units")  aggregating  $15,000,000  including 100
units which were purchased by the Corporate  General  Partner.  The  Partnership
currently  has 339  holders  of record  owning  an  aggregate  of 15,000  Units.
Affiliates  of  the  Corporate   General   Partner  owned   11,938.5   units  or
approximately  79.59% at  December  31,  2002.  No  public  trading  market  has
developed  for the  Units,  and it is not  anticipated  that such a market  will
develop in the future.

The following table sets forth the distributions made by the Partnership for the
years ended December 31, 2002 and 2001.  (See "Item 6.  Management's  Discussion
and Analysis or Plan of Operation" for further details).

                                                Distributions
                                                           Per Limited
                                        Aggregate        Partnership Unit

       01/01/01 - 12/31/01             $5,554,000 (1)        $369.27
       01/01/02 - 12/31/02                313,000 (2)          18.80
       01/01/03 - 01/31/03             $1,357,000 (3)          90.47

(1)   Distributions   were  made  from  cash  from   operations   (approximately
      $1,552,000),   and   cash   from   refinancing   proceeds   (approximately
      $4,002,000).

(2)   Distributions were made from cash from operations.

(3)   Distribution  was  made  from  sale  proceeds  from  Stone  Mountain  West
      Apartments.

Future cash  distributions  will depend on the levels of net cash generated from
operations,   the  availability  of  cash  reserves,  and  the  timing  of  debt
maturities,   refinancings,   and/or  property  sales.  The  Partnership's  cash
available  for  distribution  is  reviewed on a monthly  basis.  There can be no
assurance that the Partnership  will generate  sufficient funds from operations,
after required capital expenditures, to permit any distributions to its partners
in 2003 or subsequent periods.  See "Item 2. Description of Properties - Capital
Improvements" for information  relating to anticipated  capital  expenditures at
the properties.

In addition to its indirect ownership of the general partner  interests,  in the
Partnership,  AIMCO and its affiliates owned 11,938.5 limited  partnership units
in the Partnership  representing 79.59% of the outstanding Units at December 31,
2002. A number of these Units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional units of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters which would include
voting on certain  amendments to the Partnership  Agreement and voting to remove
the  Corporate  General  Partner.  As a result of its ownership of 79.59% of the
outstanding  Units,  AIMCO is in a position to control all voting decisions with
respect  to  the  Partnership.  Although  the  Corporate  General  Partner  owes
fiduciary  duties to the limited  partners  of the  Partnership,  the  Corporate
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the Corporate  General  Partner,  as corporate  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Corporate General Partner to AIMCO, as its sole stockholder.

Item 6.     Management's Discussion and Analysis or Plan of Operation

This  item  should  be read  in  conjunction  with  the  consolidated  financial
statements and other items contained elsewhere in this report.

Results of Operations

The   Registrant's  net  income  for  the  year  ended  December  31,  2002  was
approximately  $6,254,000 compared to approximately  $552,000 for the year ended
December  31, 2001.  The increase in net income for the year ended  December 31,
2002 is primarily due to a gain on the sale of Stone Mountain West Apartments.

On December 27, 2002 the  Partnership  sold Stone Mountain West Apartments to an
unaffiliated  third  party for net sales  proceeds of  approximately  $6,927,000
after payment of closing costs. The Partnership realized a gain of approximately
$5,531,000 on the sale. The Partnership used approximately $4,798,000 of the net
proceeds to repay the  mortgage  encumbering  the  property.  In  addition,  the
Partnership  recorded a loss on early  extinguishment  of debt of  approximately
$182,000 as a result of unamortized loan costs being written off and is included
in loss from discontinued operations.

Effective  January 1, 2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards  ("SFAS")  No.  144,  "Accounting  for the  Impairment  or
Disposal of  Long-Lived  Assets",  which  established  standards for the way the
public business  enterprises report information about long-lived assets that are
either  being held for sale or have  already  been  disposed of by sale or other
means.  The standard  requires that results of operations for a long-lived asset
that is being held for sale or has  already  been  disposed  of be reported as a
discontinued  operation  on  the  statement  of  operations.  As a  result,  the
accompanying  consolidated  statements  of  operations  have been restated as of
January 1, 2001 to reflect the operations of Stone  Mountain West  Apartments as
income from discontinued operations.

Income from continuing operations was approximately  $903,000 for the year ended
December  31,  2002,  compared  to  approximately  $526,000  for the year  ended
December  31,  2001.  The  increase in income  from  continuing  operations  was
primarily  due to an increase in total  revenues and a slight  decrease in total
expenses.  Total revenues increased primarily due to a casualty gain recorded at
Quail Hollow Apartments in 2002 partially offset by a decrease in rental income.
Rental  income   decreased  due  to  decreases  in  occupancy  at  both  of  the
Partnership's  properties  and  increased  bad  debt  expense  at  Quail  Hollow
Apartments,  partially offset by increased average rental rates at Windsor Hills
Apartments.

During December 2001,  there was a fire at Quail Hollow  Apartments that damaged
eight apartment  units.  During the year ended December 31, 2002, a net casualty
gain of approximately  $352,000 was recorded as the result of insurance proceeds
received of approximately $456,000 less the net book value of the damaged assets
of approximately $104,000.

Total expenses decreased primarily due to decreases in operating and general and
administrative  expenses,  partially  offset by  increases in  depreciation  and
interest  expenses.  Property tax expense remained  relatively  constant for the
comparable periods. Operating expenses decreased due to decreases in maintenance
expenses and management fees,  partially offset by increased insurance expenses.
Maintenance  expenses  decreased due to reduced  interior  building  repairs and
payroll and related benefit costs,  partially offset by increased contract labor
expenses.  Also  contributing  to the  decrease  in  maintenance  expenses is an
increase in the  capitalization  of certain  direct and indirect  project costs,
primarily  payroll  related  costs,  at all  of the  properties  (see  "Item  7.
Financial  Statements,   Note  A  -  Organization  and  Significant   Accounting
Policies.")  Management  fees decreased at all properties due to lower revenues.
Insurance  expenses  increased  due to  increases  in hazard  insurance at Quail
Hollow  and  Windsor  Hills.  Depreciation  expense  increased  due  to  capital
improvements  completed  during  the  past  twelve  months  that  are now  being
depreciated.  Interest expense  increased due to the refinancing of the mortgage
encumbering  Quail Hollow  Apartments  in June of 2001 which  increased the debt
balance. (See "Liquidity and Capital Resources" for further discussion).

General and  administrative  expenses  decreased for the year ended December 31,
2002  due to a  decrease  in the cost of  services  included  in the  management
reimbursements to the Corporate General Partner as allowed under the Partnership
Agreement  and  reduced   professional  fees.  In  addition  to  the  management
reimbursements,  costs associated with the annual  communications with investors
and  regulatory  agencies  and the  annual  audit  required  by the  Partnership
Agreement are also included in general and administrative expenses.

As part of the ongoing  business plan of the Registrant,  the Corporate  General
Partner  monitors  the  rental  market  environment  of each  of its  investment
properties  to assess  the  feasibility  of  increasing  rents,  maintaining  or
increasing  occupancy  levels and protecting the  Partnership  from increases in
expenses.  As part of this plan,  the  Corporate  General  Partner  attempts  to
protect  the  Partnership  from the  burden of  inflation-related  increases  in
expenses by increasing  rents and  maintaining a high overall  occupancy  level.
However,  due to  changing  market  conditions,  which can  result in the use of
rental  concessions and rental reductions to offset softening market conditions,
there is no guarantee that the Corporate General Partner will be able to sustain
such a plan.

Liquidity and Capital Resources

At  December  31,  2002,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $2,107,000  compared to  approximately  $291,000 at December  31,
2001,  an increase of  approximately  $1,816,000.  The increase in cash and cash
equivalents is due to approximately  $6,475,000 and $861,000 of cash provided by
investing  and  operating   activities,   respectively,   partially   offset  by
approximately $5,520,000 of cash used in financing activities.  Cash provided by
investing  activities  consisted  primarily  of proceeds  from the sale of Stone
Mountain West Apartments,  net withdrawals from restricted escrows maintained by
the mortgage lender,  and insurance  proceeds received for the casualty at Quail
Hollow  Apartments  partially offset by property  improvements and replacements.
Cash used in financing  activities  consisted of repayment of the mortgage  note
encumbering Stone Mountain West Apartments,  distributions to partners, payments
on an  advance  from  an  affiliate  and  principal  payments  on the  mortgages
encumbering the Partnership's  properties  slightly offset by an advance from an
affiliate.   The   Registrant   invests   its   working   capital   reserves  in
interest-bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  to  adequately  maintain the physical
assets and other  operating  needs of the Registrant and to comply with Federal,
state,  and local  legal and  regulatory  requirements.  The  Corporate  General
Partner monitors developments in the area of legal and regulatory compliance and
is studying new federal laws,  including  the  Sarbanes-Oxley  Act of 2002.  The
Sarbanes-Oxley Act of 2002 mandates or suggests  additional  compliance measures
with regard to governance,  disclosure, audit and other areas. In light of these
changes,  the Partnership  expects that it will incur higher expenses related to
compliance,  including  increased  legal  and audit  fees.  The  Partnership  is
currently evaluating the capital improvement needs of the properties and expects
to budget approximately $155,000.  Additional improvements may be considered and
will depend on the physical  condition of each  property as well as  replacement
reserves and  anticipated  cash flow generated by each  property.  To the extent
that  such  budgeted  capital  improvements  are  completed,   the  Registrant's
distributable cash flow, if any, may be adversely affected at least in the short
term.

On June 28, 2001,  the  Partnership  refinanced the mortgage  encumbering  Quail
Hollow  Apartments.  The  refinancing  replaced  indebtedness  of  approximately
$2,850,000  with a new  mortgage in the amount of  $5,225,000.  The new mortgage
carries a stated  interest rate of 7.48%.  The interest rate on the old mortgage
was 7.33%. Principal and interest payments on the mortgage loan are due monthly.
This loan  requires a balloon  payment of  approximately  $1,284,000  in October
2018.  Total  capitalized  loan  costs  were  approximately  $194,000,  of which
approximately  $52,000 was paid to the Corporate  General  Partner in accordance
with the Partnership  Agreement.  The Partnership recognized a loss on the early
extinguishment  of  debt  of  approximately  $31,000  due  to the  write-off  of
unamortized loan costs which is included in interest expense in 2001.

On August 31, 2001, the Partnership  refinanced the mortgage  encumbering  Stone
Mountain West Apartments. The refinancing replaced indebtedness of approximately
$3,000,000  with a new  mortgage in the amount of  $4,945,000.  The new mortgage
carries a stated  interest rate of 7.06%.  The interest rate on the old mortgage
was  7.33%.  Principal  and  interest  payments  on the  mortgage  loan were due
monthly.  Total  capitalized loan costs were  approximately  $194,000,  of which
approximately  $50,000 was paid to the Corporate  General  Partner in accordance
with the Partnership  Agreement.  The Partnership recognized a loss on the early
extinguishment  of  debt  of  approximately  $32,000  due  to the  write-off  of
unamortized loan costs which is included in income from discontinued  operations
in 2001.

Effective  April 1, 2002, the Partnership  adopted SFAS No. 145,  "Rescission of
FASB Statements No. 4, 44, and 64". SFAS No. 4 "Reporting  Gains and Losses from
Extinguishment of Debt," required that all gains and losses from extinguishments
of debt be aggregated  and, if material,  classified as an  extraordinary  item.
SFAS No.  145  rescinds  SFAS No.  4, and  accordingly,  gains and  losses  from
extinguishment  of debt should only be classified as  extraordinary  if they are
unusual in nature and occur  infrequently.  Neither of these criteria applies to
the  Partnership.  As a result,  the  accompanying  consolidated  statements  of
operations   for  2001  have  been   restated  to  reflect  the  loss  on  early
extinguishment  of  debt at  Stone  Mountain  West  Apartments  in  discontinued
operations,  due to the  sale of the  property  in  2002,  and the loss on early
extinguishment  of debt at Quail Run Apartments in interest  expense rather than
as an extraordinary item.

In  accordance  with the  Partnership  Agreement,  an affiliate of the Corporate
General Partner loaned the  Partnership  $100,000 during the year ended December
31, 2002 to cover  operating  expenses at Quail  Hollow  Apartments.  The entire
balance was repaid during the year ended December 31, 2002. Interest was charged
at prime plus 2% and amounted to less than $1,000. An affiliate of the Corporate
General  Partner loaned the Partnership  $87,000 to cover operating  expenses at
Windsor Hills  Apartments  during the year ended  December 31, 2001.  The entire
balance was repaid during the year ended December 31, 2001. Interest was charged
at the prime rate plus 2% and amounted to less than $1,000.

The  Registrant's  assets are thought to be sufficient  for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness  of  approximately   $11,582,000  requires  monthly  principal  and
interest  payments  and  matures  between  October  2018 and January  2021.  The
mortgage  indebtedness at Quail Hollow Apartments  requires a balloon payment of
approximately  $1,284,000  at maturity.  Windsor  Hills  Apartments  mortgage is
scheduled to be fully amortized at its maturity.  The Corporate  General Partner
will attempt to refinance the  indebtedness  at Quail Hollow  Apartments  and/or
sell  the  property  prior to its  maturity  date.  If the  property  cannot  be
refinanced or sold for a sufficient  amount, the Partnership may risk losing the
property through foreclosure.

The Partnership distributed the following amounts during the year ended December
31, 2002 and 2001 (in thousands, except per unit data):

<TABLE>
<CAPTION>

                     For the year                      For the year
                        Ended         Per Limited         Ended         Per Limited
                     December 31,     Partnership      December 31,     Partnership
                         2002             Unit             2001             Unit

<S>                     <C>              <C>              <C>              <C>
Operations              $  313           $18.80           $1,552           $102.47
Refinancing (1)             --               --            4,002            266.80
                        $  313           $18.80           $5,554           $369.27
</TABLE>

(1)   Remaining  proceeds from Windsor Hills Apartments  refinancing in December
      2000 and  refinancing  proceeds from the 2001  refinancing of Quail Hollow
      and Stone Mountain West Apartments.

Subsequent to December 31, 2002 the Partnership declared and paid a distribution
of  approximately  $1,357,000  to the  limited  partners  or $90.47 per  limited
partnership  unit from the sale proceeds of Stone Mountain West  Apartments.  At
the time of this  distribution the Partnership  also paid the Corporate  General
Partner  approximately  $38,000 of the accrued  disposition fees due them as the
limited  partners  have  received  their  required  returns per the  Partnership
Agreement.

Future cash  distributions  will depend on the levels of net cash generated from
operations,   the  availability  of  cash  reserves,  and  the  timing  of  debt
maturities,   refinancings,   and/or  property  sales.  The  Partnership's  cash
available  for  distribution  is  reviewed on a monthly  basis.  There can be no
assurance that the Partnership will generate sufficient funds from operations to
permit distributions to its partners in 2003 or subsequent periods.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 11,938.5 limited  partnership units
(the "Units") in the Partnership representing 79.59% of the outstanding Units at
December  31,  2002.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire additional units of limited partnership  interest in the
Partnership  in  exchange  for cash or a  combination  of cash and  units in the
operating  partnership  of AIMCO  either  through  private  purchases  or tender
offers. Under the Partnership  Agreement,  unitholders holding a majority of the
Units are  entitled to take action  with  respect to a variety of matters  which
would  include  voting on certain  amendments to the  Partnership  Agreement and
voting to remove the Corporate General Partner.  As a result of its ownership of
79.59% of the  outstanding  Units,  AIMCO is in a position to control all voting
decisions with respect to the Registrant. Although the Corporate General Partner
owes fiduciary duties to the limited partners of the Partnership,  the Corporate
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the Corporate  General  Partner,  as corporate  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Corporate General Partner to AIMCO, as its sole stockholder.

Critical Accounting Policies and Estimates

A summary of the Partnership's  significant  accounting  policies is included in
"Note A - Organization and Significant Accounting Policies" which is included in
the consolidated  financial  statements in "Item 7. Financial  Statements".  The
Corporate  General  Partner  believes that the  consistent  application of these
policies enables the Partnership to provide readers of the financial  statements
with useful and reliable  information about the Partnership's  operating results
and financial condition. The preparation of consolidated financial statements in
conformity with accounting  principles  generally  accepted in the United States
requires the Partnership to make estimates and assumptions.  These estimates and
assumptions affect the reported amounts of assets and liabilities at the date of
the financial  statements  as well as reported  amounts of revenues and expenses
during the reporting  period.  Actual results could differ from these estimates.
Judgments  and  assessments  of  uncertainties  are  required  in  applying  the
Partnership's  accounting  policies in many areas.  The  following may involve a
higher degree of judgment and complexity.

Impairment of Long-Lived Assets

Investment  properties  are  recorded at cost,  less  accumulated  depreciation,
unless  considered  impaired.  If  events  or  circumstances  indicate  that the
carrying  amount of a property may be  impaired,  the  Partnership  will make an
assessment of its  recoverability  by estimating  the  undiscounted  future cash
flows,  excluding  interest  charges,  of the property.  If the carrying  amount
exceeds the aggregate  future cash flows,  the  Partnership  would  recognize an
impairment  loss to the extent the carrying amount exceeds the fair value of the
property.

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's  investment  properties.  These  factors  include  changes  in the
national,  regional and local economic  climate;  local  conditions,  such as an
oversupply  of  multifamily   properties;   competition   from  other  available
multifamily  property  owners and changes in market  rental  rates.  Any adverse
changes in these factors could cause an impairment in the Partnership's assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized  monthly as it is earned and
the Partnership  fully reserves all balances  outstanding  over thirty days. The
Partnership will offer rental concessions during  particularly slow months or in
response  to  heavy  competition  from  other  similar  complexes  in the  area.
Concessions are charged to income as incurred.

Item 7.     Financial Statements


SHELTER PROPERTIES I

LIST OF FINANCIAL STATEMENTS


      Report of Ernst & Young LLP, Independent Auditors

      Consolidated Balance Sheet - December 31, 2002

      Consolidated Statements of Operations - Years ended December 31, 2002 and
         2001

      Consolidated  Statements  of Changes in  Partners'  Deficit - Years  ended
      December 31, 2002 and 2001

      Consolidated Statements of Cash Flows - Years ended December 31, 2002 and
         2001

      Notes to Consolidated Financial Statements

                     Report of Ernst & Young LLP, Independent Auditors



The Partners
Shelter Properties I


We  have  audited  the  accompanying   consolidated  balance  sheet  of  Shelter
Properties I as of December 31, 2002, and the related consolidated statements of
operations,  changes in  partners'  deficit,  and cash flows for each of the two
years in the period ended December 31, 2002. These financial  statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made  by the  Partnership's  management,  as  well  as  evaluating  the  overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the consolidated financial position of Shelter Properties
I at December 31, 2002, and the  consolidated  results of its operations and its
cash flows for each of the two years in the period ended  December 31, 2002,  in
conformity with accounting principles generally accepted in the United States.

As discussed in Note A to the  consolidated  financial  statements,  in 2002 the
Partnership  adopted  Statement  of  Financial  Accounting  Standards  No.  144,
"Accounting  for the Impairment or Disposal of Long-Lived  Assets" and Statement
of Financial Accounting Standards No. 145, "Rescission of FASB Statements No. 4,
44 and 64." As a result, the accompanying  consolidated financial statements for
2001,  referred  to above,  have been  restated  to conform to the  presentation
adopted in 2002 in accordance with accounting  principles  generally accepted in
the United States.


                                                           /s/ ERNST & YOUNG LLP



Greenville, South Carolina
February 14, 2003

                              SHELTER PROPERTIES I

                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2002

<TABLE>
<CAPTION>


Assets
<S>                                                                       <C>
   Cash and cash equivalents                                              $  2,107
   Receivables and deposits                                                    314
   Other assets                                                                348
   Investment properties (Notes B & E):
      Land                                                  $    979
      Buildings and related personal property                 13,684
                                                              14,663
      Less accumulated depreciation                          (10,005)        4,658
                                                                          $  7,427

Liabilities and Partners' Deficit
Liabilities
      Accounts payable                                                    $    355
      Tenant security deposit liabilities                                       85
      Accrued property taxes                                                   118
      Other liabilities                                                        248
      Due to Affiliates (Note D)                                               203
      Mortgage notes payable (Note B)                                       11,582

Partners' Deficit
   General partners                                              (25)
   Limited partners (15,000 units issued and
      outstanding)                                            (5,139)       (5,164)
                                                                          $  7,427

                See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                              SHELTER PROPERTIES I

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (in thousands, except per unit data)


<TABLE>
<CAPTION>

                                                                Year Ended
                                                               December 31,
                                                             2002         2001
Revenues:                                                              (restated)
<S>                                                         <C>          <C>
   Rental income                                            $ 3,354      $ 3,413
   Other income                                                 241          225
   Casualty gain (Note G)                                       352           --
       Total revenues                                         3,947        3,638

Expenses:
   Operating                                                  1,252        1,367
   General and administrative                                   189          226
   Depreciation                                                 499          465
   Interest                                                     882          840
   Property taxes                                               222          214
       Total expenses                                         3,044        3,112

Income from continuing operations                               903          526

(Loss) income from discontinued operations (Note A)            (180)          26
Gain on sale of discontinued operations (Note F)              5,531            -

   Net Income                                               $ 6,254      $   552

Net income allocated to general partners                    $    62      $     6
Net income allocated to limited partners                      6,192          546

   Net income                                               $ 6,254      $   552

Net income per limited partnership unit:
   Income from continuing operations                        $ 59.60      $ 34.67
   (Loss) income from discontinued operations                (11.87)        1.73
   Gain on sale of discontinued operations                   365.07            -

Net income per limited partnership unit                     $412.80      $ 36.40

Distribution per limited partnership unit                   $ 18.80      $369.27

                See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                              SHELTER PROPERTIES I

                  CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
                        (in thousands, except unit data)

<TABLE>
<CAPTION>


                                        Limited
                                       Partnership    General     Limited
                                          Units       Partners   Partners      Total

<S>                                       <C>           <C>       <C>         <C>
Original capital contributions            15,000        $ 2       $15,000     $15,002

Partners' deficit at
  December 31, 2000                       15,000       $ (47)     $(6,056)     $(6,103)

Distributions to partners                     --          (15)     (5,539)      (5,554)

Net income for the year ended
  December 31, 2001                           --            6         546          552

Partners' deficit at
  December 31, 2001                       15,000          (56)    (11,049)     (11,105)

Distributions to partners                     --          (31)       (282)        (313)

Net income for the year ended
  December 31, 2002                           --           62       6,192        6,254

Partners' deficit at
  December 31, 2002                       15,000       $ (25)     $(5,139)     $(5,164)

                See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                              SHELTER PROPERTIES I

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
<TABLE>
<CAPTION>

                                                                    Years Ended
                                                                    December 31,
                                                                   2002        2001
Cash flows from operating activities:
<S>                                                             <C>          <C>
   Net income                                                   $  6,254     $   552
   Adjustments to reconcile net income to net
     cash provided by operating activities:
        Depreciation                                                 672         637
        Amortization                                                  20          31
        Gain on sale of investment properties                     (5,531)          -
        Casualty gain                                               (352)
        Loss on early extinguishment of debt                         182          63
        Change in accounts:
            Receivables and deposits                                (226)        539
            Other assets                                               9          10
            Accounts payable                                        (143)         (4)
            Tenant security deposit liabilities                      (48)         13
            Accrued property taxes                                    (7)         52
            Due to Affiliates                                         20         (20)
            Other liabilities                                         11         117
               Net cash provided by operating activities             861       1,990

Cash flows from investing activities:
   Property improvements and replacements                           (924)       (533)
   Net withdrawals from restricted escrows                            16         150
   Net proceeds from sale of investment property                   6,927          --
   Insurance proceeds received from casualty                         456          --
               Net cash provided by (used in) investing
                   activities                                      6,475        (383)

Cash flows from financing activities:
   Payments on mortgage notes payable                               (409)       (221)
   Distributions to partners                                        (313)     (5,554)
   Proceeds from refinancings                                         --      10,170
   Loan costs                                                         --        (388)
   Repayment of mortgage notes payable                            (4,798)     (5,850)
   Advance from affiliate                                            100          87
   Payments on advance from affiliate                               (100)        (87)
               Net cash used in financing activities              (5,520)     (1,843)

Net increase (decrease) in cash and cash equivalents               1,816        (236)
Cash and cash equivalents at beginning of period                     291         527
Cash and cash equivalents at end of period                       $ 2,107     $   291
Supplemental disclosure of cash flow information:
   Cash paid for interest                                        $ 1,236     $   989
Supplemental disclosures of non-cash flow information:
   Property improvements and replacements included in
    accounts payable                                             $   304     $    --

                See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                              SHELTER PROPERTIES I

                   Notes to Consolidated Financial Statements

                                December 31, 2002


Note A - Organization and Significant Accounting Policies

Organization

Shelter  Properties I (the  "Partnership"  or  "Registrant")  was organized as a
limited  partnership  under the laws of the State of South  Carolina on April 7,
1980.  The general  partner  responsible  for  management  of the  Partnership's
business is Shelter Realty I  Corporation,  a South  Carolina  corporation  (the
"Corporate General  Partner").  The Corporate General Partner is a subsidiary of
Apartment  Investment and Management  Company  ("AIMCO") a publicly  traded real
estate investment trust. The other general partner is AIMCO Properties, L.P., an
affiliate of the Corporate General Partner and AIMCO. The directors and officers
of the Corporate General Partner also serve as executive directors of AIMCO. The
Partnership  commenced  operations on July 3, 1980 and completed its acquisition
of  apartment   properties  during  December  1980.  The  Partnership  owns  two
properties  located in South Carolina and Virginia.  The  Partnership  Agreement
provides  that the  Partnership  is to  terminate  on  December  31, 2019 unless
terminated prior to such date.

Principles of Consolidation

The  Registrant's  financial  statements  include  all  of the  accounts  of the
Partnership  and its  99.99%  owned  partnership.  The  general  partner of this
partnership is Shelter Realty I Corporation. Shelter Realty I Corporation may be
removed  by the  Registrant;  therefore,  this  partnership  is  controlled  and
consolidated by the Registrant.  All significant  interpartnership  transactions
have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Allocation of Cash Distributions

Cash  distributions by the Partnership are allocated between general and limited
partners in accordance  with the provisions of the  Partnership  Agreement.  The
Partnership  Agreement defines net cash from operations as revenue received less
operating  expenses paid,  adjusted for certain  specified items which primarily
include mortgage  payments on debt,  property  improvements and replacements not
previously reserved,  and the effects of other adjustments to reserves including
reserve  amounts  deemed  necessary by the  Corporate  General  Partner.  In the
following notes to consolidated financial statements, whenever net cash provided
by  operations is used, it has the  aforementioned  meaning.  As required by the
Partnership  Agreement,  the following is a reconciliation of "Net cash provided
by operating  activities" in the  accompanying  consolidated  statements of cash
flows to "Net cash from  operations",  as defined in the Partnership  Agreement.
However,  "Net cash from operations"  should not be considered an alternative to
net income as an indicator of the Partnership's operating performance or to cash
flows as a measure of liquidity.

                                                        Years Ended December 31,
                                                            2002         2001
                                                              (in thousands)

Net cash provided by operating activities                  $ 861        $ 1,990
   Property improvements and replacements                    (924)         (533)
   Payments on mortgage notes payable                        (409)         (221)
   Changes in reserves for net operating liabilities          384          (707)
   Changes in restricted escrows, net                          16           150
   Additional operating reserves                               --          (679)
      Net cash used in operations                          $ (72)        $ --

During the year ended December 31, 2001 the Corporate  General Partner  reserved
approximately  $679,000 to fund  continuing  capital  improvements,  repairs and
operations at the Partnership's investment properties.

The Partnership  Agreement  provides that 99% of  distributions of net cash from
operations  are  allocated to the limited  partners  until they receive net cash
from  operations  for such  fiscal  year equal to 7% of their  adjusted  capital
values (as  defined in the  Partnership  Agreement),  at which point the general
partners will be allocated all net cash from operations until they have received
distributions equal to 10% of the aggregate net cash from operations distributed
to partners  for such fiscal  year.  Thereafter,  the general  partners  will be
allocated 10% of any  distributions  of remaining net cash from  operations  for
such fiscal year.

All  distributions of distributable  net proceeds (as defined in the Partnership
Agreement) from property  dispositions and refinancings will be allocated to the
limited  partners  until each limited  partner has received an amount equal to a
cumulative 7% per annum of the average of the limited partners' adjusted capital
value,   less  any  prior   distributions   of  net  cash  from  operations  and
distributable net proceeds, and has also received an amount equal to the limited
partners' adjusted capital value. Thereafter, the general partners receive 1% of
the selling prices of properties sold where they acted as a broker, and then the
limited  partners  will  be  allocated  85% of any  remaining  distributions  of
distributable net proceeds and the general partners will receive 15%.

Allocation of Profits, Gains and Losses

Profits,  gains, and losses of the Partnership are allocated between general and
limited partners in accordance with the provisions of the Partnership Agreement.

Profits, not including gain from property dispositions, are allocated as if they
were distributions of net cash from operations.

Any gain from property  dispositions  attributable to the excess, if any, of the
indebtedness relating to a property immediately prior to the disposition of such
property  over  the  Partnership's  adjusted  basis  in the  property  shall  be
allocated to each partner  having a negative  capital  account  balance,  to the
extent of such negative  balance.  The balance of any gain shall be treated on a
cumulative basis as if it constituted an equivalent  amount of distributable net
proceeds  and shall be  allocated  to the  general  partners  to the extent that
general  partners would have received  distributable  net proceeds in connection
therewith; the balance shall be allocated to the limited partners.  However, the
interest  of the general  partners  will be equal to at least 1% of each gain at
all times during the existence of the Partnership.

All  losses,  including  losses  attributable  to  property  dispositions,   are
allocated 99% to the limited partners and 1% to the general partners.

Other Reserves

The Corporate  General  Partner may designate a portion of cash  generated  from
operations as "other  reserves" in determining net cash used in operations.  The
Corporate  General  Partner  designated as other reserves an amount equal to the
net  liabilities  related to the operations of apartment  properties  during the
current  year that are expected to require the use of cash during the next year.
The  change  in the  other  reserves  during  2002 and 2001 was an  increase  of
approximately $384,000 and a decrease of approximately  $707,000,  respectively.
These  amounts  were  determined  by  considering  changes  in  the  balance  of
receivables  and  deposits,  other assets,  accounts  payable,  tenant  security
deposit liabilities, accrued property taxes and other liabilities. At this time,
the Corporate General Partner expects to continue to adjust other reserves based
on the net change in the aforementioned account balances.

Fair Value of Financial Instruments

Statement of Financial Accounting Standards ("SFAS") No. 107, "Disclosures about
Fair Value of Financial  Instruments",  as amended by SFAS No. 119, "Disclosures
about Derivative Financial Instruments and Fair Value of Financial Instruments",
requires  disclosure  of fair value  information  about  financial  instruments,
whether or not recognized in the balance  sheet,  for which it is practicable to
estimate  fair  value.  Fair value is defined in the SFAS as the amount at which
the  instruments  could be exchanged in a current  transaction  between  willing
parties,  other than in a forced or liquidation  sale. The Partnership  believes
that the carrying  amounts of its  financial  instruments  (except for long term
debt)  approximate  their fair  values due to the short term  maturity  of these
instruments.  The  fair  value  of  the  Partnership's  long  term  debt  at the
partnership's incremental borrowing rate is approximately $12,669,000.

Cash and Cash Equivalents

Cash and cash  equivalents  include  cash on hand and cash in banks.  At certain
times,  the amount of cash  deposited  at a bank may exceed the limit on insured
deposits.  Cash balances include  approximately  $2,078,000 at December 31, 2002
that are maintained by an affiliated  management company on behalf of affiliated
entities in cash concentration accounts.

Restricted Escrows

In  connection  with  the  refinancing  of  Quail  Hollow  Apartments  in  2001,
approximately $16,000 of the proceeds were designated as a repair escrow for the
funding of required  capital  improvements  and  repairs.  During the year ended
December 31, 2002 the required  capital  improvements and repairs were completed
and the escrowed funds were returned to the Partnership.

Depreciation

Depreciation is calculated by the straight-line  method over the estimated lives
of the apartment  properties and related personal  property.  For Federal income
tax purposes,  the  accelerated  cost recovery  method is used for real property
over 18 years for additions  after March 15, 1984 and before May 9, 1985, and 19
years for additions  after May 8, 1985,  and before January 1, 1987. As a result
of the Tax Reform Act of 1986,  for  additions  after  December  31,  1986,  the
modified  accelerated  cost recovery method is used for depreciation of (1) real
property  additions over 27 1/2 years and (2) personal property additions over 5
years.

Loan Costs

Loan  costs  of  approximately  $349,000,   less  accumulated   amortization  of
approximately  $34,000,  are included in other assets and are being amortized by
the straight-line  method over the life of the loans.  Amortization  expense for
2002 was approximately $11,000. Loan cost amortization expense is expected to be
approximately $19,000 for each of the years 2003 through 2007.

Tenant Security Deposits

The Partnership  requires security deposits from lessees for the duration of the
lease, and such deposits are included in receivables and deposits.  Deposits are
refunded when the tenant vacates,  provided the tenant has not damaged its space
and is current on rental payments.

Leases

The Partnership generally leases apartment units for twelve-month terms or less.
The  Partnership  recognizes  income as earned on leases and fully  reserves all
balances  outstanding  over thirty days. The Corporate  General Partner finds it
necessary  to offer rental  concessions  during  particularly  slow months or in
response  to  heavy  competition  from  other  similar  complexes  in the  area.
Concessions are charged to income as incurred.

Investment Properties

Investment properties consist of two apartment complexes and are stated at cost.
Acquisition  fees are  capitalized  as a cost of real  estate.  Expenditures  in
excess of $250 that  maintain an existing  asset which has a useful life of more
than  one  year  are  capitalized  as  capital   replacement   expenditures  and
depreciated  over the  estimated  useful  life of the  asset.  Expenditures  for
ordinary  repairs,  maintenance  and  apartment  turnover  costs are expensed as
incurred.  In accordance  with SFAS No. 144,  "Accounting  for the Impairment or
Disposal of Long-Lived  Assets," the Partnership  records  impairment  losses on
long-lived assets used in operations when events and circumstances indicate that
the assets might be impaired  and the  undiscounted  cash flows  estimated to be
generated by those assets are less than the  carrying  amounts of those  assets.
Costs of apartment  properties  that have been  permanently  impaired  have been
written down to appraised  value.  No  adjustments  for impairment of value were
recorded in the years ended December 31, 2002 and 2001.

During 2001, AIMCO, an affiliate of the Corporate General Partner,  commissioned
a project to study process  improvement  ideas to reduce  operating  costs.  The
result of the study led to a re-engineering  of business  processes and eventual
redeployment of personnel and related capital  spending.  The  implementation of
these plans  during  2002,  accounted  for as a change in  accounting  estimate,
resulted in a refinement of the Partnership's  process for capitalizing  certain
direct and  indirect  project  costs  (principally  payroll  related  costs) and
increased capitalization of such costs by approximately $83,000 in 2002 compared
to 2001.

Advertising

The Partnership expenses the costs of advertising as incurred. Advertising costs
of  approximately  $28,000 and $32,000 for the years ended December 31, 2002 and
2001, respectively, were charged to operating expense.

Segment Reporting

SFAS  No.  131,   "Disclosure  about  Segments  of  an  Enterprise  and  Related
Information"  established standards for the way that public business enterprises
report information about operating  segments in annual financial  statements and
requires that those  enterprises  report  selected  information  about operating
segments in interim financial reports. It also established standards for related
disclosures about products and services,  geographic areas, and major customers.
As defined in SFAS No. 131, the Partnership has only one reportable segment.

Recent Accounting Pronouncements

Effective  January 1, 2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards  ("SFAS")  No.  144,  "Accounting  for the  Impairment  or
Disposal of Long-Lived  Assets",  which  established  standards for the way that
public business  enterprises report information about long-lived assets that are
either  being held for sale or have  already  been  disposed of by sale or other
means.  The standard  requires that results of operations for a long-lived asset
that is being held for sale or has  already  been  disposed  of be reported as a
discontinued  operation  on  the  statement  of  operations.  As a  result,  the
accompanying  consolidated  statements  of  operations  have been restated as of
January 1, 2001 to reflect the operations of Stone  Mountain West  Apartments as
income from discontinued operations.

Effective  April 1, 2002, the Partnership  adopted SFAS No. 145,  "Rescission of
FASB Statements No. 4, 44, and 64". SFAS No. 4 "Reporting  Gains and Losses from
Extinguishment of Debt," required that all gains and losses from extinguishments
of debt be aggregated  and, if material,  classified as an  extraordinary  item.
SFAS No.  145  rescinds  SFAS No.  4, and  accordingly,  gains and  losses  from
extinguishment  of debt should only be classified as  extraordinary  if they are
unusual in nature and occur  infrequently.  Neither of these criteria applies to
the  Partnership.  As a result,  the  accompanying  consolidated  statements  of
operations   for  2001  have  been   restated  to  reflect  the  loss  on  early
extinguishment  of  debt at  Stone  Mountain  West  Apartments  in  discontinued
operations,  due to the  sale of the  property  in  2002,  and the loss on early
extinguishment  of debt at Quail Run Apartments in interest  expense rather than
as an extraordinary item.

Note B - Mortgage Notes Payable

The principal terms of mortgage notes payable are as follows:

<TABLE>
<CAPTION>

                              Principal     Monthly                            Principal
                             Balance At     Payment      Stated                 Balance
                            December 31,   Including    Interest  Maturity       Due At
                                2002        Interest      Rate      Date        Maturity
                                  (in thousands)                             (in thousands)
Properties

<S>                            <C>            <C>        <C>      <C>   <C>     <C>
Quail Hollow Apartments        $ 5,056        $ 42       7.48%    10/01/18      $ 1,284

Windsor Hills Apartments         6,526           54      7.22%    01/01/21           --

                               $11,582        $ 96                              $ 1,284
</TABLE>

On June 28, 2001,  the  Partnership  refinanced the mortgage  encumbering  Quail
Hollow  Apartments.  The  refinancing  replaced  indebtedness  of  approximately
$2,850,000  with a new  mortgage in the amount of  $5,225,000.  The new mortgage
carries a stated  interest rate of 7.48%.  The interest rate on the old mortgage
was 7.33%. Principal and interest payments on the mortgage loan are due monthly.
This loan  requires a balloon  payment of  approximately  $1,284,000  in October
2018.  Total  capitalized  loan  costs  were  approximately  $194,000  of  which
approximately  $52,000 was paid to the Corporate  General  Partner in accordance
with the Partnership  Agreement.  The Partnership recognized a loss on the early
extinguishment  of  debt  of  approximately  $31,000  due  to the  write-off  of
unamortized loan costs which is included in interest expense in 2001.

On August 31, 2001, the Partnership  refinanced the mortgage  encumbering  Stone
Mountain West Apartments. The refinancing replaced indebtedness of approximately
$3,000,000  with a new  mortgage in the amount of  $4,945,000.  The new mortgage
carries a stated  interest rate of 7.06%.  The interest rate on the old mortgage
was  7.33%.  Principal  and  interest  payments  on the  mortgage  loan were due
monthly.  Total  capitalized loan costs were  approximately  $194,000,  of which
approximately  $50,000 was paid to the Corporate  General  Partner in accordance
with the Partnership  Agreement.  The Partnership recognized a loss on the early
extinguishment  of  debt  of  approximately  $32,000  due  to the  write-off  of
unamortized loan costs which is included in income from discontinued  operations
in 2001.  This loan was repaid in full upon the sale of the property in December
2002 (see "Note F").

The  mortgage  notes  payable are  nonrecourse  and are secured by pledge of the
respective  apartment  properties  and by pledge of revenues from the respective
apartment  properties.  Prepayment  penalties  are  required if repaid  prior to
maturity.   Further,  the  properties  may  not  be  sold  subject  to  existing
indebtedness.

Scheduled  principal  payments  of the  mortgage  notes  payable  subsequent  to
December 31, 2002 are as follows (in thousands):

                               2003              $ 313
                               2004                 336
                               2005                 362
                               2006                 389
                               2007                 419
                            Thereafter            9,763
                                                $11,582

Note C - Income Taxes

The Partnership has received a ruling from the Internal  Revenue Service that it
will  be  classified  as  a  partnership   for  Federal   income  tax  purposes.
Accordingly,  no provision for income taxes is made in the financial  statements
of the Partnership. Taxable income or loss of the Partnership is reported in the
income tax returns of its partners.

The  following is a  reconciliation  of reported net income and Federal  taxable
income (in thousands, except per unit data):

                                                     2002         2001
Net income as reported                             $ 6,254       $ 552
Add (deduct):
   Depreciation differences                             (43)        (58)
   Change in prepaid rental                              (4)         27
   Gain on sale                                        (210)         --
   Casualty gain                                       (352)         --
   Other                                               (127)        (16)
Federal taxable income                             $ 5,518       $ 505
Federal taxable income per limited
   partnership unit                                $ 364.65     $ 33.33

The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities (in thousands):

                  Net liabilities as reported            $(5,164)
                  Land and buildings                         330
                  Accumulated depreciation                  (246)
                  Syndication fees                         1,895
                  Other                                      389
                  Net liabilities - tax basis            $(2,796)

Note D - Transactions with Affiliated Parties

The  Partnership  has no employees  and is dependent  on the  Corporate  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
partnership  activities.  The  Partnership  Agreement  provides  for (i) certain
payments to affiliates for services and (ii)  reimbursement  of certain expenses
incurred by affiliates on behalf of the Partnership.

Affiliates of the Corporate  General Partner are entitled to receive 5% of gross
receipts  from  all  of  the  Registrant's  properties  for  providing  property
management  services.  The  Registrant  paid  to such  affiliates  approximately
$251,000  and  $266,000  for  the  years  ended  December  31,  2002  and  2001,
respectively   which  is  included  in   operating   expenses  and  income  from
discontinued operations.

An  affiliate  of  the  Corporate  General  Partner  received  reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $191,000 and
$366,000 for the year ended  December 31, 2002 and 2001,  respectively  which is
included in general  and  administrative  expenses  and  investment  properties.
Included in these amounts are fees related to construction  management  services
provided by an  affiliate  of the  Corporate  General  Partner of  approximately
$71,000  and  $221,000  for  the  years  ended   December  31,  2002  and  2001,
respectively. The construction management service fees are calculated based on a
percentage of current year additions to investment properties.

In  accordance  with the  Partnership  Agreement,  an affiliate of the Corporate
General Partner loaned the  Partnership  $100,000 during the year ended December
31, 2002 to cover  operating  expenses at Quail  Hollow  Apartments.  The entire
balance was repaid during the year ended December 31, 2002. Interest was charged
at prime  plus 2% and  amounted  to less  than  $1,000.  During  the year  ended
December 31, 2001,  an affiliate of the  Corporate  General  Partner  loaned the
Partnership $87,000 to cover operating expenses at Windsor Hills Apartments. The
entire balance was repaid during the year ended December 31, 2001.  Interest was
charged at the prime rate plus 2% and amounted to less than $1,000.

The  Partnership  Agreement  provides for a commission to the Corporate  General
Partner  upon  the  sale  of  the  Partnership's  investment  properties.  These
commissions  are  payable  when  certain  levels of return are  received  by the
limited partners.  During the year ended December 31, 2002 the Corporate General
Partner  earned a  commission  of  approximately  $71,000  for the sale of Stone
Mountain West Apartments (see "Note F" for further  discussion).  As of December
31, 2002, the Partnership has accrued approximately $203,000 of such commissions
which are included in due to affiliates.

The  Partnership  Agreement  also  provides  for a commission  to the  Corporate
General  Partner  for its role in the  refinancing  of any of the  Partnership's
investment properties.  During the year ended December 31, 2001, the Partnership
paid commissions of  approximately  $102,000 related to the refinancing of Quail
Hollow Apartments and Stone Mountain West Apartments (See "Note B" for a further
discussion). The fee was capitalized and included in other assets.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated with the Corporate General Partner. During the years ended December
31, 2002 and 2001, the Partnership  paid AIMCO and its affiliates  approximately
$85,000 and $53,000,  respectively,  for insurance  coverage and fees associated
with policy claims administration.

In addition to its indirect ownership of the general partner  interests,  in the
Partnership,  AIMCO and its affiliates owned 11,938.5 limited  partnership units
(the "Units") in the Partnership representing 79.59% of the outstanding Units at
December  31,  2002.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire additional units of limited partnership  interest in the
Partnership  in  exchange  for cash or a  combination  of cash and  units in the
operating  partnership  of AIMCO  either  through  private  purchases  or tender
offers. Under the Partnership  Agreement,  unitholders holding a majority of the
Units are  entitled to take action  with  respect to a variety of matters  which
would  include  voting on certain  amendments to the  Partnership  Agreement and
voting to remove the Corporate General Partner.  As a result of its ownership of
79.59% of the  outstanding  Units,  AIMCO is in a position to control all voting
decisions  with  respect to the  Partnership.  Although  the  Corporate  General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Corporate  General  Partner  also  owes  fiduciary  duties  to AIMCO as its sole
stockholder.  As a result,  the  duties of the  Corporate  General  Partner,  as
corporate general partner,  to the Partnership and its limited partners may come
into conflict with the duties of the Corporate  General Partner to AIMCO, as its
sole stockholder.

Note E - Real Estate and Accumulated Depreciation

                                                       Initial Cost
                                                      To Partnership
                                                      (in thousands)

<TABLE>
<CAPTION>

                                                              Buildings          Cost
                                                             and Related     Capitalized
                                                               Personal     Subsequent to
Description                        Encumbrances      Land      Property      Acquisition
                                  (in thousands)                            (in thousands)

<S>                                   <C>           <C>        <C>             <C>
Quail Hollow Apartments               $ 5,056       $ 459      $ 3,754         $ 2,777
Windsor Hills Apartments                6,526          520       4,575           2,578
     Total                            $11,582       $ 979      $ 8,329         $ 5,355
</TABLE>

                          Gross Amount At Which Carried
                              At December 31, 2002
                                 (in thousands)
<TABLE>
<CAPTION>

                           Buildings
                          And Related
                           Personal            Accumulated    Date of      Date    Depreciable
Description        Land   Properties   Total   Depreciation Construction Acquired  Life-Years

<S>                <C>      <C>       <C>        <C>           <C>       <C>   <C>    <C>
Quail Hollow       $ 459    $ 6,531   $ 6,990    $ 4,443       1973      09/01/80     5-34
Windsor Hill         520      7,153     7,673      5,562       1973      09/01/80     5-30

     Totals        $ 979    $13,684   $14,663    $10,005
</TABLE>

Reconciliation of "real estate and accumulated depreciation":

                                                     December 31,
                                                   2002         2001
                                                    (in thousands)

Real Estate

Balance at beginning of year                      $18,995      $18,507
    Property improvements                           1,228          488

Dispositions of assets                             (5,560)          --
Balance at end of year                            $14,663      $18,995

Accumulated Depreciation

Balance at beginning of year                      $13,564      $12,927
    Additions charged to expense                      672          637
    Disposal of assets                             (4,231)          --
Balance at end of year                            $10,005      $13,564

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2002 and 2001,  is  approximately  $14,993,000  and  $20,600,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December 31, 2002 and 2001, is  approximately  $10,251,000  and  $14,233,000,
respectively.

Note F - Sale of Investment Property

On December 27, 2002 the  Partnership  sold Stone Mountain West Apartments to an
unaffiliated  third  party for net sales  proceeds of  approximately  $6,927,000
after  payment of closing  costs.  A portion of the sales  proceeds were used to
repay the remaining  principal balance of the mortgage  encumbering the property
of approximately  $4,798,000.  The Partnership  realized a gain of approximately
$5,531,000 on the sale. In addition,  the  Partnership  recorded a loss on early
extinguishment of debt of approximately $182,000 as a result of unamortized loan
cost being  written off.  Revenues for Stone  Mountain  West were  approximately
$1,382,000  and  $1,349,000  for the years  ended  December  31,  2002 and 2001,
respectively.

The sales transaction is summarized as follows (amounts in thousands):

      Sale price, net of selling costs                $ 6,927
      Net real estate (1)                              (1,225)
      Net other liabilities                              (171)
      Gain on sale of real estate                     $ 5,531

(1) Net of accumulated depreciation of approximately $4,050,000.

Note G - Casualty

During December 2001,  there was a fire at Quail Hollow  Apartments that damaged
eight apartment  units.  During the year ended December 31, 2002, a net casualty
gain of approximately  $352,000 was recorded as the result of insurance proceeds
received of approximately $456,000 less the net book value of the damaged assets
of approximately $104,000.

Note H - Subsequent Distribution

Subsequent to December 31, 2002 the Partnership declared and paid a distribution
of  approximately  $1,357,000  to the  limited  partners  or $90.47 per  limited
partnership  unit from the sale proceeds of Stone Mountain West  Apartments.  At
the time of this  distribution the Partnership  also paid the Corporate  General
Partner  approximately  $38,000 of the accrued  disposition fees due them as the
limited  partners  have  received  their  required  returns per the  Partnership
Agreement.

Note I - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its Corporate  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition  of interests  in certain  Corporate  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged  into AIMCO.  The  plaintiffs  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Corporate General Partner filed a motion seeking dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended complaint.  The Corporate General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Corporate  General Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Corporate  General  Partner and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Corporate General Partner and affiliated defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.  The  Corporate  General  Partner  and  affiliated
defendants  oppose the motion.  On April 29,  2002,  the Court held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the current trial date of
January 13, 2003 (as well as the  pre-trial  and  discovery  cut-off  dates) and
stayed the case in its  entirety  through  November  7, 2002 so that the parties
could have an opportunity to discuss settlement.  On October 30, 2002, the court
entered an order extending the stay in effect through January 10, 2003.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action described below. The Court
has  scheduled  the hearing on  preliminary  approval  for April 4, 2003 and the
hearing on final approval for June 2, 2003.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of  settlement)  and up to $ 1 million toward the cost
of independent  appraisals of the Partnerships'  properties by a Court appointed
appraiser. An affiliate of the Corporate General Partner has also agreed to make
a tender offer to purchase all of the partnership  interests in the Partnerships
within one year of final  approval,  if it is granted,  and to provide  partners
with the  independent  appraisals  at the time of these  tenders.  The  proposed
settlement  also provides for the  limitation  of the allowable  costs which the
Corporate  General  Partner or its affiliates  will charge the  Partnerships  in
connection with this litigation and imposes limits on the class counsel fees and
costs in this  litigation.  If the  Court  grants  preliminary  approval  of the
proposed settlement in April, a notice will be distributed to partners providing
detail on the terms of the proposed settlement.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Corporate  General Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the  complaint.  Before  completing  briefing on the appeal,  the parties stayed
further proceedings in the appeal pending the Court's review of the terms of the
proposed settlement described above.

The  Corporate  General  Partner  does  not  anticipate  that  any  costs to the
Partnership, whether legal or settlement costs, associated with these cases will
be material to the Partnership's overall operations.

The  Partnership is unaware of any other pending or outstanding  litigation that
is not of a routine nature arising in the ordinary course of business.

Item  8.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure

            None.

                                    PART III


Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act

The Registrant has no officers or directors.  The Corporate  General  Partner is
Shelter  Realty I  Corporation.  The names and ages of, as well as the positions
and  offices  held by,  the  present  executive  officers  and  director  of the
Corporate General Partner are set forth below. There are no family relationships
between or among any officers or directors.

Name                        Age    Position

Patrick J. Foye              45    Executive Vice President and Director

Paul J. McAuliffe            46    Executive Vice President and Chief
                                     Financial Officer

Thomas C. Novosel            44    Senior Vice President and Chief Accounting
                                     Officer

Patrick J. Foye has been  Executive Vice President and Director of the Corporate
General  Partner  since October 1, 1998.  Mr. Foye has served as Executive  Vice
President  of AIMCO  since  May 1998,  where he is  responsible  for  continuous
improvement,  acquisitions of partnership securities,  consolidation of minority
interests,  and corporate and other  acquisitions.  Prior to joining AIMCO,  Mr.
Foye was a Merger and  Acquisitions  Partner in the law firm of  Skadden,  Arps,
Slate, Meagher & Flom LLP from 1989 to 1998.

Paul J. McAuliffe has been Executive Vice President and Chief Financial  Officer
of the Corporate  General Partner since April 1, 2002. Mr.  McAuliffe has served
as Executive  Vice  President of AIMCO since  February 1999 and Chief  Financial
Officer of AIMCO since  October 1999.  From May 1996 until he joined AIMCO,  Mr.
McAuliffe was Senior Managing Director of Secured Capital Corp.

Thomas C. Novosel has been Senior Vice President and Chief Accounting Officer of
the Corporate  General  Partner since April 1, 2002.  Mr.  Novosel has served as
Senior Vice  President and Chief  Accounting  Officer of AIMCO since April 2000.
From October 1993 until he joined  AIMCO,  Mr.  Novosel was a partner at Ernst &
Young LLP, where he served as the director of real estate advisory  services for
the  southern  Ohio  Valley  area  offices  but did not work on any  assignments
related to AIMCO or the Partnership.

One or more of the above persons are also directors and/or officers of a general
partner (or general partner of a general partner) of limited  partnerships which
either have a class of  securities  registered  pursuant to Section 12(g) of the
Securities Exchange Act of 1934, or are subject to the reporting requirements of
Section  15(d) of such Act.  Further,  one or more of the above persons are also
directors and/or officers of Apartment Investment and Management Company and the
general  partner  of  AIMCO  Properties,  L.P.,  entities  that  have a class of
securities  registered  pursuant to Section 12(g) of the Securities Exchange Act
of 1934, or are subject to the reporting  requirements of Section 15 (d) of such
Act.

The executive officers and director of the Corporate General Partner fulfill the
obligations  of the Audit  Committee  and  oversee the  Partnership's  financial
reporting process on behalf of the Corporate General Partner. Management has the
primary  responsibility  for the financial  statements and the reporting process
including  the  systems  of  internal  controls.  In  fulfilling  its  oversight
responsibilities,  the executive  officers and director of the Corporate General
Partner reviewed the audited  financial  statements with management  including a
discussion  of the  quality,  not  just  the  acceptability,  of the  accounting
principles,  the  reasonableness  of significant  judgments,  and the clarity of
disclosures in the financial statements.

The executive  officers and director of the Corporate  General Partner  reviewed
with the independent auditors,  who are responsible for expressing an opinion on
the conformity of those audited financial statements with accounting  principles
generally accepted in the United States,  their judgments as to the quality, not
just the  acceptability,  of the  Partnership's  accounting  principles and such
other  matters as are required to be discussed  with the Audit  Committee or its
equivalent under auditing standards  generally accepted in the United States. In
addition,  the  Partnership  has  discussed  with the  independent  auditors the
auditors' independence from management and the Partnership including the matters
in the written  disclosures  required by the  Independence  Standards  Board and
considered  the   compatibility   of  non-audit   services  with  the  auditors'
independence.

The executive  officers and director of the Corporate  General Partner discussed
with the  Partnership's  independent  auditors  the overall  scope and plans for
their audit. In reliance on the reviews and discussions  referred to above,  the
executive  officers and director of the Corporate  General Partner have approved
the  inclusion of the audited  financial  statements  in the Form 10-KSB for the
year  ended  December  31,  2002 for filing  with the  Securities  and  Exchange
Commission.

The Corporate  General Partner has reappointed  Ernst & Young LLP as independent
auditors  to audit the  financial  statements  of the  Partnership  for the 2003
fiscal  year.  Fees for 2002 were audit  services of  approximately  $42,000 and
non-audit services (principally tax-related) of approximately $21,000.

Item 10. Executive Compensation

None of the directors and officers of the Corporate General Partner received any
remuneration from the Registrant.

Item 11. Security Ownership of Certain Beneficial Owners and Management

Except as noted below, as of December 31, 2002, no person or entity was known to
own of record or beneficially  more than 5% of the Limited  Partnership Units of
the Registrant.

                                           Number of Units      Percentage

           Cooper River Properties, LLC         1,145.0            7.63%
             (an affiliate of AIMCO)
           Insignia Properties, LP              5,864.0           39.09%
             (an affiliate of AIMCO)
           AIMCO Properties, LP                 4,929.5           32.87%
             (an affiliate of AIMCO)

Cooper  River  Properties,   LLC  and  Insignia  Properties  LP  are  indirectly
ultimately  owned by AIMCO.  Their  business  addresses  are 55  Beattie  Place,
Greenville, SC 29602.

AIMCO  Properties,  LP is  indirectly  ultimately  owned by AIMCO.  Its business
address is 4582 S. Ulster St. Parkway, Suite 1100, Denver, Colorado 80237.

No director or officer of the  Corporate  General  Partner  owns any Units.  The
Corporate  General  Partner  owns 100  Units  as  required  by the  terms of the
Partnership Agreement governing the Partnership.

Item 12. Certain Relationships and Related Transactions

The  Partnership  has no employees  and is dependent  on the  Corporate  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
partnership  activities.  The  Partnership  Agreement  provides  for (i) certain
payments to affiliates for services and (ii)  reimbursement  of certain expenses
incurred by affiliates on behalf of the Partnership.

Affiliates of the Corporate  General Partner are entitled to receive 5% of gross
receipts  from  all  of  the  Registrant's  properties  for  providing  property
management  services.  The  Registrant  paid  to such  affiliates  approximately
$251,000  and  $266,000  for  the  years  ended  December  31,  2002  and  2001,
respectively   which  is  included  in   operating   expenses  and  income  from
discontinued operations.

An  affiliate  of  the  Corporate  General  Partner  received  reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $191,000 and
$366,000 for the year ended  December 31, 2002 and 2001,  respectively  which is
included in general  and  administrative  expenses  and  investment  properties.
Included in these amounts are fees related to construction  management  services
provided by an  affiliate  of the  Corporate  General  Partner of  approximately
$71,000  and  $221,000  for  the  years  ended   December  31,  2002  and  2001,
respectively. The construction management service fees are calculated based on a
percentage of current year additions to investment properties.

In  accordance  with the  Partnership  Agreement,  an affiliate of the Corporate
General Partner loaned the  Partnership  $100,000 during the year ended December
31, 2002 to cover  operating  expenses at Quail  Hollow  Apartments.  The entire
balance was repaid during the year ended December 31, 2002. Interest was charged
at prime  plus 2% and  amounted  to less  than  $1,000.  During  the year  ended
December 31, 2001,  an affiliate of the  Corporate  General  Partner  loaned the
Partnership $87,000 to cover operating expenses at Windsor Hills Apartments. The
entire balance was repaid during the year ended December 31, 2001.  Interest was
charged at the prime rate plus 2% and amounted to less than $1,000.

The  Partnership  Agreement  provides for a commission to the Corporate  General
Partner  upon  the  sale  of  the  Partnership's  investment  properties.  These
commissions  are  payable  when  certain  levels of return are  received  by the
limited partners.  During the year ended December 31, 2002 the Corporate General
Partner  earned a  commission  of  approximately  $71,000  for the sale of Stone
Mountain West  Apartments.  As of December 31, 2002, the Partnership has accrued
approximately  $203,000  of  such  commissions  which  are  included  in  due to
affiliates.

The  Partnership  Agreement  also  provides  for a commission  to the  Corporate
General  Partner  for its role in the  refinancing  of any of the  Partnership's
investment properties.  During the year ended December 31, 2001, the Partnership
paid commissions of  approximately  $102,000 related to the refinancing of Quail
Hollow Apartments and Stone Mountain West Apartments (See "Note B" for a further
discussion). The fee was capitalized and included in other assets.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated with the Corporate General Partner. During the years ended December
31, 2002 and 2001, the Partnership  paid AIMCO and its affiliates  approximately
$85,000 and $53,000,  respectively,  for insurance  coverage and fees associated
with policy claims administration.

In addition to its indirect ownership of the general partner  interests,  in the
Partnership,  AIMCO and its affiliates owned 11,938.5 limited  partnership units
(the "Units") in the Partnership representing 79.59% of the outstanding Units at
December  31,  2002.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire additional units of limited partnership  interest in the
Partnership  in  exchange  for cash or a  combination  of cash and  units in the
operating  partnership  of AIMCO  either  through  private  purchases  or tender
offers. Under the Partnership  Agreement,  unitholders holding a majority of the
Units are  entitled to take action  with  respect to a variety of matters  which
would  include  voting on certain  amendments to the  Partnership  Agreement and
voting to remove the Corporate General Partner.  As a result of its ownership of
79.59% of the  outstanding  Units,  AIMCO is in a position to control all voting
decisions  with  respect to the  Partnership.  Although  the  Corporate  General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Corporate  General  Partner  also  owes  fiduciary  duties  to AIMCO as its sole
stockholder.  As a result,  the  duties of the  Corporate  General  Partner,  as
corporate general partner,  to the Partnership and its limited partners may come
into conflict with the duties of the Corporate  General Partner to AIMCO, as its
sole stockholder.

Item 13.  Exhibits and Reports on Form 8-K

      (a)   Exhibits:

            See attached Exhibit Index.

      (b) Reports on Form 8-K filed in the fourth quarter of 2002:

            None.

Item 14.    Controls and Procedures

The principal executive officer and principal financial officer of the Corporate
General Partner, who are the equivalent of the Partnership's principal executive
officer and principal financial officer,  respectively,  have, within 90 days of
the filing  date of this  annual  report,  evaluated  the  effectiveness  of the
Partnership's  disclosure  controls and  procedures  (as defined in Exchange Act
Rules 13a-14(c) and 15d-14(c)) and have determined that such disclosure controls
and  procedures  are  adequate.  There have been no  significant  changes in the
Partnership's  internal  controls or in other  factors that could  significantly
affect the  Partnership's  internal  controls since the date of evaluation.  The
Partnership does not believe any significant deficiencies or material weaknesses
exist in the Partnership's internal controls. Accordingly, no corrective actions
have been taken.

                                   SIGNATURES



In accordance  with Section 13 or 15(d) of the Exchange Act, the  Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                              SHELTER PROPERTIES I


                                    By:   Shelter Realty I Corporation
                                          Corporate General Partner


                                    By:   /s/Patrick J. Foye
                                          Patrick J. Foye
                                          Executive Vice President

                                    By:   /s/Thomas C. Novosel
                                          Thomas C. Novosel
                                          Senior Vice President and
                                          Chief Accounting Officer

                              Date: March 31, 2003


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the Partnership and in the capacities and on the
dates indicated.

/s/Patrick J. Foye      Executive Vice President      Date: March 31, 2003
Patrick J. Foye         and Director

/s/Thomas C. Novosel    Senior Vice President         Date: March 31, 2003
Thomas C. Novosel       and Chief Accounting Officer

                                  CERTIFICATION


I, Patrick J. Foye, certify that:


1. I have reviewed this annual report on Form 10-KSB of Shelter Properties I;


2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities,  particularly  during the period in which this annual  report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      annual report (the "Evaluation Date"); and


      c) Presented in this annual report our conclusions about the effectiveness
      of the disclosure  controls and  procedures  based on our evaluation as of
      the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date:  March 31, 2003

                                    /s/Patrick J. Foye
                                    Patrick J. Foye
                                    Executive Vice President of Shelter Realty I
                                    Corporation,   equivalent   of   the   chief
                                    executive officer of the Partnership

                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


1. I have reviewed this annual report on Form 10-KSB of Shelter Properties I;


2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities,  particularly  during the period in which this annual  report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      annual report (the "Evaluation Date"); and


      c) Presented in this annual report our conclusions about the effectiveness
      of the disclosure  controls and  procedures  based on our evaluation as of
      the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date:  March 31, 2003

                              /s/Paul J. McAuliffe
                                Paul J. McAuliffe
                                    Executive Vice President and Chief Financial
                                    Officer  of  Shelter  Realty I  Corporation,
                                    equivalent of the chief financial officer of
                                    the Partnership

                                  EXHIBIT INDEX



Exhibit

2.1  Agreement  and Plan of Merger,  dated as of October 1, 1998, by and between
     AIMCO and IPT  (incorporated  by reference to Exhibit 2.1 of IPT's  Current
     Report on Form 8-K, File No. 1-14179, dated October 1, 1998).

3                 See Exhibit 4(a)

4    (a) Amended and Restated  Certificate and Agreement of Limited  Partnership
     (included as Exhibit A to the  Prospectus of Registrant  dated July 3, 1980
     contained in  Amendment  No. 1 to  Registration  Statement  No.  2-67384 of
     Registrant filed July 3, 1980 (the "Prospectus") and incorporated herein by
     reference).

       (b)        Subscription   Agreements  and  Signature  Pages  (Filed  with
                  Amendment  No. 1 of  Registration  Statement  No.  2-67384  of
                  Registrant  filed  July 3,  1980 and  incorporated  herein  by
                  reference).

       (c)        Wrap Around Mortgage Note and South Carolina  Mortgage of Real
                  Estate between Quail Hollow  Company and Shelter  Properties I
                  to acquire Quail Hollow Apartments.*

       (f)        Promissory Note and Deed to Secure Debt and Security Agreement
                  between Citizens and Southern Financial  Corporation and Stone
                  Property   Associates,   Ltd.   to  acquire   Stone   Mountain
                  Apartments.*

                  *Filed as Exhibit 4(c), 4(d), 4(e), and 4(f), respectively, to
                  Form 10-K of Registrant  for year ended  December 31, 1987 and
                  incorporated herein by reference.

10(i)             Contracts related to acquisition or disposition of properties.

       (a)        Purchase  Agreement  dated  December  5, 1979,  between  Quail
                  Hollow  Associates   Limited   Partnership  and  U.S.  Shelter
                  Corporation to purchase Quail Hollow Apartments.**

       (b)        Purchase  Agreement  dated December 5, 1979,  between  Windsor
                  Associates and U.S.  Shelter  Corporation to purchase  Windsor
                  Hills Apartments.**

                  **Filed  as  Exhibits  12(c)  and  12(d),   respectively,   to
                  Registration  Statement No. 2-67384 of Registrant  filed April
                  16, 1980 and incorporated herein by reference.

       (d)        Purchase  Agreement  dated  December  17, 1980  between  Stone
                  Property Associates, Ltd. and Shelter Properties I to purchase
                  Stone  Mountain  West  Apartments.  (Filed  with  Form  8-K of
                  Registrant dated December 18, 1980 and incorporated  herein by
                  reference).


       (h)        Contract of Sale between  Registrant  and Hallmark  Group Real
                  Estate Services Corporation,  effective September 14, 2000 for
                  the sale of Heritage Pointe Apartments.****

       (i)        First  Amendment  to  Purchase  and  Sale  Agreement   between
                  Registrant   and   Hallmark   Group   Real   Estate   Services
                  Corporation,  effective  September  14,  2000  for the sale of
                  Heritage Pointe Apartments.****

       (j)        Second  Amendment  to  Purchase  and  Sale  Agreement  between
                  Registrant   and   Hallmark   Group   Real   Estate   Services
                  Corporation,  effective  September  14,  2000  for the sale of
                  Heritage Pointe Apartments.****

                  ****Filed as Exhibit  10(i)(h) through (j),  respectively,  to
                  Form  8-K on  October  4,  2000  and  incorporated  herein  by
                  reference.

       (k)        Contract of sale between  Registrant  and J and J Construction
                  Group, Inc., a Georgia Corporation, effective October 28, 2002
                  for the  sale of  Stone  Mountain  West  Apartments.  Filed as
                  Exhibit  10(i)(k)  to Form 8-K filed on January  18,  2003 and
                  incorporated herein by reference.

       (l)        Assignment  and  Assumption of sale  contract  between J and J
                  Construction  Group,  Inc.,  a Georgia  Corporation  and Stone
                  Mountain Townhomes, Inc., a Georgia Corporation dated December
                  16,  2002.  Filed as  Exhibit  10(i)(l)  to Form 8-K  filed on
                  January 13, 2003 and incorporated herein by reference.

10(ii)            Form of Management  Agreement  with U.S.  Shelter  Corporation
                  subsequently  assigned to Shelter  Management Group, L.P. (now
                  known as Insignia Management,  L.P.) (Filed with Amendment No.
                  1 of Registration  Statement,  No. 2-67384 of Registrant filed
                  July 3, 1980 and incorporated herein by reference).

10(iii)           Contracts related to refinancing the debt:

       (l)        Multifamily  Note secured by a Mortgage or Deed of Trust dated
                  December  15,  2000  between  Windsor  Hills I, LP and  Reilly
                  Mortgage  Group,  Inc.  relating to Windsor Hills  Apartments.
                  Filed  as  Exhibit   10(iii)(l)   to  Annual  Form  10-KSB  of
                  Registrant for year ended  December 31, 2000 and  incorporated
                  herein by reference.

       (m)        Multifamily  Note dated June 27, 2001, by and between  Shelter
                  Properties I Limited  Partnership,  a South  Carolina  limited
                  partnership,  and GMAC Commercial Mortgage Corporation.  Filed
                  as Exhibit 10(iii)(m) to Form 10-QSB of Registrant for quarter
                  ended June 30, 2001 and incorporated herein by reference.

       (n)        Multifamily  Note dated August 30, 2001 by and between Shelter
                  Properties I, a South Carolina limited  partnership,  and GMAC
                  Commercial Mortgage  Corporation.  Filed as Exhibit 10(iii)(n)
                  to Form 10-QSB of Registrant  for quarter ended  September 30,
                  2001 and incorporated herein by reference.

22                Subsidiaries of the Registrant.

99   (a) Prospectus of Registrant dated July 3, 1980,  (included in Registration
     Statement No. 2-67384, of Registrant) and incorporated herein by reference.

       (b)        Agreement  of Limited  Partnership  for Windsor  Hills I, L.P.
                  between Shelter I GP Limited Partnership and Shelter I Limited
                  Partnership dated October 13, 1992. (Filed as Exhibit 28(b) to
                  Form 10-KSB of Registrant for year ended December 31, 1992 and
                  incorporated herein by reference).

(c)  Certification of Chief Executive Officer and Chief Financial Officer.

                                   EXHIBIT 22



                              SHELTER PROPERTIES I

                                 Subsidiary List



                                       State of Incorporation/
         Name of Subsidiary                   Formation                   Date

Windsor  Hills I Limited
   Partnership                                 Delaware                   1992
Shelter I GP Limited Partnership               Delaware                   1992


Exhibit 99


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002



In  connection  with the Annual  Report on Form 10-KSB of Shelter  Properties  I
Limited Partnership (the "Partnership"), for the year ended December 31, 2002 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  Patrick J. Foye, as the equivalent of the chief executive officer of
the Partnership, and Paul J. McAuliffe, as the equivalent of the chief financial
officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of his knowledge:

(1)  The Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

(2)  The information  contained in the Report fairly  presents,  in all material
     respects,  the  financial  condition  and  results  of  operations  of  the
     Partnership.


                                    /s/Patrick J. Foye
                              Name: Patrick J. Foye
                              Date: March 31, 2003


                                    /s/Paul J. McAuliffe
                              Name: Paul J. McAuliffe
                              Date: March 31, 2003

This  certification  accompanies  the  Report  pursuant  to  Section  906 of the
Sarbanes-Oxley  Act of 2002 and shall not,  except to the extent required by the
Sarbanes-Oxley  Act of 2002, be deemed filed by the  Partnership for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.