FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
                             SECTION 13 OR 15(d)

                                   Form 10-KSB
(Mark One)
[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934 [No Fee Required]
                 For the fiscal year ended December 31, 2001

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934 [No Fee Required]

             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.  $4,987,000

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, 2001. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.


                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE

<PAGE>
                                     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"). 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 three 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, 2001 and 2000.

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.

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.

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.

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

Stone Mountain West Apartments     12/31/80  Fee ownership, subject to   Apartment
  Stone Mountain, Georgia                    first mortgage              142 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       $  6,357        $ 4,396       5-34     S/L      $ 2,255

Windsor Hills Apartments         7,450          5,291       5-30     S/L        2,401

Stone Mountain West
   Apartments                    5,188          3,877       5-37     S/L        1,711
          Totals               $18,995        $13,564                         $ 6,367
</TABLE>

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

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                 2001          Rate      Amortized     Date    Maturity (1)
                      (in thousands)                                    (in thousands)

<S>                       <C>           <C>       <C>          <C>   <C>    <C>
Quail Hollow              $ 5,177       7.48%     17.25 years  10/01/18     $ 1,284

Windsor Hills               6,695       7.22%      20 years    01/01/21          --

Stone Mountain West         4,917       7.06%      20 years    06/01/19         992
                          $16,789                                           $ 2,276
</TABLE>

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

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. The Partnership
recognized  an  extraordinary  loss  on the  early  extinguishment  of  debt  of
approximately $31,000 due to the write-off of unamortized loan costs.

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 are due monthly.
This loan  requires a balloon  payment of  approximately  $992,000 in June 2019.
Total capitalized loan cost were approximately  $194,000, of which approximately
$50,000 was paid to the Corporate General Partner. The Partnership recognized an
extraordinary loss on the early extinguishment of debt of approximately  $32,000
due to the write-off of unamortized loan costs.

Rental Rates and Occupancy

Average  annual  rental rates and  occupancy for 2001 and 2000 for each property
are as follows:

                                    Average Annual               Average Annual
                                     Rental Rates                  Occupancy
                                      (per unit)
 Properties                      2001             2000          2001        2000

 Quail Hollow                   $ 7,281         $ 7,042         94%          94%

 Windsor Hills                    6,959           6,727         94%          95%

 Stone Mountain West             10,556          10,174         92%          95%

The  Corporate  General  Partner  attributes  the decrease in occupancy at Stone
Mountain  West  Apartments to the slow down in the economy and job losses in the
market 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 2001 for each property were as follows:

                                                2001            2001
                                               Billing          Rate
                                           (in thousands)

       Quail Hollow                             $112           26.60%
       Windsor Hills                              98             .95%
       Stone Mountain West                        80            4.37%

Capital Improvements:

Quail Hollow Apartments

During the year ended December 31, 2001,  the  Partnership  spent  approximately
$200,000 on capital  improvements  consisting  primarily of appliance  and floor
covering  replacements,  water submetering project,  and interior  enhancements.
These  improvements  were  funded  from  operating  cash  flow  and  replacement
reserves.  The Partnership is currently evaluating the capital improvement needs
of the  property  for the upcoming  year.  The minimum  amount to be budgeted is
expected to be $300 per unit or approximately $65,000.  Additional  improvements
may be considered  and will depend on the physical  condition of the property as
well  as  replacement  reserves  and  anticipated  cash  flow  generated  by the
property.

Stone Mountain West Apartments

During the year ended December 31, 2001,  the  Partnership  spent  approximately
$89,000 on capital  improvements  consisting  primarily  of floor  covering  and
appliance replacements.  These improvements were funded from operating cash flow
and replacement  reserves.  The Partnership is currently  evaluating the capital
improvement  needs of the property for the upcoming  year. The minimum amount to
be budgeted is expected to be $300 per unit or approximately $43,000. Additional
improvements may be considered and will depend on the physical  condition of the
property as well as replacement  reserves and anticipated cash flow generated by
the property.

Windsor Hills Apartments

During the year ended December 31, 2001,  the  Partnership  spent  approximately
$199,000 consisting primarily of floor covering, air conditioning, and appliance
replacements  and interior  enhancements.  These  improvements  were funded from
operating  cash flow.  The  Partnership  is  currently  evaluating  the  capital
improvement  needs of the property for the upcoming  year. The minimum amount to
be budgeted is expected to be $300 per unit or $90,000.  Additional improvements
may be considered  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 2002 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  intend  to  oppose  the  motion  and are  scheduled  to  file  their
opposition  brief on March 26, 2002. A hearing on the motion has been  scheduled
for April 29, 2002. The Court has set the matter for trial in January 2003.

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.

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

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

During the quarter ended December 31, 2001, 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 aggregating $15,000,000 including 100 units which were
purchased by the Corporate  General Partner.  The Partnership  currently has 355
holders  of  record  owning an  aggregate  of 15,000  Units.  Affiliates  of the
Corporate General Partner owned 11,795 units or approximately 78.63% at December
31, 2001. 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, 2001 and 2000. (See Item 6. Management's Discussion and
Analysis or Plan of Operation for further details).

                                                Distributions
                                                            Per Limited
                                        Aggregate        Partnership Unit

       01/01/00 - 12/31/00             $6,119,000 (1)        $406.40
       01/01/01 - 12/31/01              5,554,000 (2)         369.27

(1)   Distributions   were  made  from  cash  from   operations   (approximately
      $2,270,000),  cash from sales proceeds (approximately $1,482,000) and cash
      from refinancing proceeds (approximately $2,367,000).

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

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. 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 2002 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 11,795 limited  partnership  units
(the "Units") in the Partnership representing 78.63% of the outstanding Units at
December  31,  2001.  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 make one or more additional offers to acquire additional limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating partnership of AIMCO. 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  78.63% of the  outstanding  Units,  AIMCO is in a
position to control all such voting  decisions  with respect to the  Registrant.
When voting on matters, AIMCO would in all likelihood vote the Units it acquired
in a manner  favorable to the interest of the Corporate  General Partner because
of its affiliation with the Corporate General Partner.

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

The  matters  discussed  in this Form  10-KSB  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions, competitive and regulatory matters, etc.) detailed in the disclosure
contained  in this Form 10-KSB and the other  filings  with the  Securities  and
Exchange  Commission made by the Registrant from time to time. The discussion of
the Registrant's business and results of operations,  including  forward-looking
statements pertaining to such matters, does not take into account the effects of
any changes to the Registrant's business and results of operation.  Accordingly,
actual   results   could  differ   materially   from  those   projected  in  the
forward-looking  statements as a result of a number of factors,  including those
identified herein.

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,  2001  was
approximately $552,000,  compared to approximately $2,757,000 for the year ended
December  31, 2000.  The decrease in net income for the year ended  December 31,
2001 is primarily due to the decrease in total revenues  resulting from the gain
on sale of Heritage Pointe Apartments in September 2000.

On September 14, 2000, the  Partnership  sold Heritage  Pointe  Apartments to an
unaffiliated  third  party for net sales  proceeds of  approximately  $2,976,000
after payment of closing costs. The Partnership realized a gain of approximately
$1,923,000 on the sale. In addition,  the Partnership  recorded an extraordinary
loss on early  extinguishment  of debt of  approximately  $77,000 as a result of
unamortized   loan  cost  being   written  off  and  a  prepayment   penalty  of
approximately $42,000 relating to the prepayment of the mortgage encumbering the
property.

Excluding the impact of the sale and operations of Heritage  Pointe  Apartments,
net income  decreased  approximately  $298,000  for the year ended  December 31,
2001,  compared to the corresponding  period in 2000. The decrease in net income
for the year was primarily due to an increase in total expenses partially offset
by an increase in total  revenues  and a decrease in the  extraordinary  loss on
early  extinguishment  of debt.  Total  expenses  increased  primarily due to an
increase in operating,  property tax and interest expenses partially offset by a
decrease in general and administrative expenses. Operating expense increased due
to an  increase  in utility  expenses,  primarily  natural  gas expense at Stone
Mountain West, an increase in employee  salaries at Windsor Hills Apartments and
contract labor at Stone Mountain West  Apartments.  Property taxes increased due
to an  increase  in the  assessed  value  of Quail  Hollow  and  Stone  Mountain
Apartments  in 2001.  The increase in interest  expense was primarily due to the
Partnership refinancing each of the mortgage notes encumbering the Partnership's
investment properties resulting in higher debt balances during 2001.

General and  administrative  expenses  decreased for the year ended December 31,
2001  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 a decrease in professional expenses. In addition to the management
reimbursements,  costs  associated with the quarterly and annual  communications
with  investors  and  regulatory  agencies and the annual audit  required by the
Partnership Agreement are also included in general and administrative expenses.

The increase in total  revenues was due to an increase in both rental income and
other income.  Rental income increased as a result of an increase in the average
annual rental rates at all three investment  properties,  which more than offset
the  decrease in  occupancy  at Stone  Mountain  West  Apartments.  Other income
increased  due to an  increase  in  interest  income  at each of the  investment
properties.

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,  2001,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $291,000 compared to approximately $527,000 at December 31, 2000,
a decrease of approximately  $236,000. The decrease in cash and cash equivalents
is due to  approximately  $1,843,000  and $383,000 of cash used in financing and
investing activities, respectively, partially offset by approximately $1,990,000
of cash  provided by operating  activities.  Cash used in  financing  activities
consisted of repayment of the mortgage notes  encumbering Quail Hollow and Stone
Mountain West Apartments,  distributions to partners,  loan costs paid, payments
on an  advance  from  an  affiliate  and  principal  payments  on the  mortgages
encumbering the Partnership's  properties  partially offset by the proceeds from
the  refinancing  of Quail  Hollow and Stone  Mountain  West  Apartments  and an
advance from an affiliate. Cash used in investing activities consisted primarily
of property  improvements and replacements,  partially offset by net withdrawals
from  restricted  escrows  maintained  by the mortgage  lender.  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 various  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 Partnership is
currently  evaluating  the capital  improvement  needs of the properties for the
upcoming  year.  The  minimum to be  budgeted is expected to be $300 per unit or
approximately $198,000. Additional capital improvements will be incurred only if
cash is available from operations and Partnership  reserves.  To the extent that
such  budgeted   capital   improvements   are   completed,   the   Partnership'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. The Partnership
recognized  an  extraordinary  loss  on the  early  extinguishment  of  debt  of
approximately $31,000 due to the write-off of unamortized loan costs.

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 are due monthly.
This loan  requires a balloon  payment of  approximately  $992,000 in June 2019.
Total capitalized loan costs were approximately $194,000, of which approximately
$50,000 was paid to the Corporate General Partner. The Partnership recognized an
extraordinary loss on the early extinguishment of debt of approximately  $32,000
due to the write-off of unamortized loan costs.

On December 15, 2000,  the  Partnership  refinanced  the mortgage  notes payable
encumbering  Windsor  Hills  Apartments.   The  refinancing   replaced  mortgage
indebtedness of approximately $3,979,000 with a new mortgage of $6,840,000.  The
mortgage was  refinanced at a rate of 7.22% compared to the prior rate of 7.60%.
Payments of principal  and  interest  are due monthly  until the loan matures in
January  2021,  at  which  time  the loan is  scheduled  to be fully  amortized.
Capitalized loan costs incurred for the refinancing were approximately $150,000,
of which  approximately  $68,000 was paid to the Corporate General Partner.  The
Partnership  recorded an extraordinary  loss on early  extinguishment of debt of
approximately  $257,000 as a result of unamortized loan costs and discount being
written off and a prepayment penalty of approximately $145,000.

In  accordance  with the  Partnership  Agreement,  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.  There were no loans from the General Partner or associated
interest expense during the year ended December 31, 2000.

The  Registrant's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Partnership.  The mortgage
indebtedness  of  approximately   $16,789,000  requires  monthly  principal  and
interest  payments  and  matures  between  October  2018 and January  2021.  The
mortgage indebtedness at Quail Hollow and Stone Mountain West Apartments require
balloon  payments of  approximately  $1,284,000 and $992,000,  respectively,  at
maturity.  Windsor Hills Apartments  mortgage is scheduled to be fully amortized
at its maturity.

During the year ended  December  31,  2001,  the  Partnership  declared and paid
distributions  of  approximately  $5,554,000  (approximately  $5,539,000  to the
limited  partners or $369.27  per limited  partnership  unit).  Of this  amount,
$1,552,000  (approximately  $1,537,000  to the  limited  partners or $102.47 per
limited partnership unit) was paid from operations, approximately $58,000 ($3.87
per limited  partnership  unit) was paid to the limited partners from previously
undistributed  refinancing proceeds and approximately $3,944,000 was paid to the
limited  partners from the refinancing  proceeds of Quail Hollow  Apartments and
Stone Mountain West Apartments  ($262.93 per limited  partnership unit).  During
the year ended December 31, 2000, distributions of approximately $6,119,000 were
paid to  investors.  Approximately  $1,482,000  ($98.80 per limited  partnership
unit) was paid to the limited partners from the sale proceeds of Heritage Pointe
Apartments.  Approximately $2,367,000 ($157.80 per limited partnership unit) was
paid to the limited  partners  from the  refinancing  proceeds of Windsor  Hills
Apartments.  Approximately $2,270,000  (approximately  $2,247,000 to the limited
partners or $149.80 per limited partnership unit) was paid from operations.  The
Registrant's  cash  available for  distribution  is reviewed on a monthly basis.
There can be no assurance that the  Registrant  will generate  sufficient  funds
from  operations to permit  distributions  to its partners in 2002 or subsequent
periods.

In addition to its indirect ownership of the general partner  interests,  in the
Partnership,  AIMCO and its affiliates  owned 11,795 limited  partnership  units
(the "Units") in the Partnership representing 78.63% of the outstanding Units at
December  31,  2001.  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 make one or more additional offers to acquire additional limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating partnership of AIMCO. 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  78.63% of the  outstanding  Units,  AIMCO is in a
position to control all such voting  decisions  with respect to the  Registrant.
When voting on matters, AIMCO would in all likelihood vote the Units it acquired
in a manner  favorable to the interest of the Corporate  General Partner because
of its affiliation with the Corporate General Partner.

Recent Accounting Pronouncements

In August 2001, the Financial  Accounting Standards Board issued SFAS No. 144,
"Accounting  for the  Impairment or Disposal of Long-Lived  Assets".  SFAS No.
144 provides  accounting  guidance for financial  accounting and reporting for
the impairment or disposal of long-lived assets.  SFAS No. 144 supersedes SFAS
No.  121,  "Accounting  for  the  Impairment  of  Long-Lived  Assets  and  for
Long-Lived  Assets to be Disposed  Of".  SFAS No. 144 is effective  for fiscal
years  beginning  after December 15, 2001. The Corporate  General Partner does
not anticipate  that its adoption will have a material effect on the financial
position or results of operations of the Partnership.


Item 7.     Financial Statements


SHELTER PROPERTIES I

LIST OF FINANCIAL STATEMENTS


      Report of Ernst & Young LLP, Independent Auditors

      Consolidated Balance Sheet - December 31, 2001

      Consolidated  Statements of  Operations - Years ended  December 31, 2001
      and 2000

      Consolidated  Statements  of Changes in  Partners'  Deficit - Years  ended
      December 31, 2001 and 2000

      Consolidated  Statements  of Cash Flows - Years ended  December 31, 2001
      and 2000

      Notes to Consolidated Financial Statements


<PAGE>


              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, 2001, 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, 2001. 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, 2001, and the  consolidated  results of its operations and its
cash flows for each of the two years in the period ended  December 31, 2001,  in
conformity with accounting principles generally accepted in the United States.

                                                         /s/ ERNST & YOUNG LLP



Greenville, South Carolina
February 15, 2002


<PAGE>




                              SHELTER PROPERTIES I

                           CONSOLIDATED BALANCE SHEET
                       (in thousands, except unit data)

                                December 31, 2001


<TABLE>
<CAPTION>

Assets
<S>                                                                       <C>
   Cash and cash equivalents                                              $    291
   Receivables and deposits                                                     83
   Restricted escrows                                                           21
   Other assets                                                                559
   Investment properties (Notes B & E):
      Land                                                    $ 1,189
      Buildings and related personal property                  17,806
                                                               18,995
      Less accumulated depreciation                           (13,564)       5,431
                                                                          $  6,385

Liabilities and Partners' Deficit
Liabilities
      Accounts payable                                                    $     94
      Tenant security deposit liabilities                                      133
      Accrued property taxes                                                   125
      Other liabilities                                                        237
      Due to Affiliates (Note D)                                               112
      Mortgage notes payable (Note B)                                       16,789

Partners' Deficit
   General partners                                            $ (56)
   Limited partners (15,000 units issued and
      outstanding)                                            (11,049)     (11,105)
                                                                          $  6,385

        See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                              SHELTER PROPERTIES I

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

                                                                 Year Ended
                                                                December 31,
                                                             2001         2000
Revenues:
   Rental income                                            $ 4,677     $ 5,150
   Other income                                                 310         341
   Gain on sale of investment property (Note G)                  --       1,923
       Total revenues                                         4,987       7,414

Expenses:
   Operating                                                  2,116       2,103
   General and administrative                                   226         308
   Depreciation                                                 637         718
   Interest                                                   1,086         894
   Property taxes                                               307         300
       Total expenses                                         4,372       4,323

Income before extraordinary item                                615       3,091
Extraordinary loss on early extinguishment
  of debt (Notes B & G)                                         (63)       (334)

   Net income (Note C)                                      $   552     $ 2,757

Net income allocated to general partners                    $     6     $    28
Net income allocated to limited partners                        546       2,729

   Net income                                               $   552     $ 2,757

Net income per limited partnership unit:
   Income before extraordinary item                         $ 40.60     $204.00
   Extraordinary item                                         (4.20)     (22.07)
Net income                                                  $ 36.40     $181.93

Distribution per limited partnership                        $369.27     $406.40


        See Accompanying Notes to Consolidated Financial Statements


<PAGE>


                              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, 1999                       15,000       $ (52)    $ (2,689)    $ (2,741)

Distributions to partners                     --          (23)     (6,096)      (6,119)

Net income for the year ended
  December 31, 2000                           --           28       2,729        2,757

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)


        See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                              SHELTER PROPERTIES I

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

                                                                     Years Ended
                                                                    December 31,
                                                                  2001        2000
Cash flows from operating activities:
<S>                                                             <C>          <C>
   Net income                                                   $   552      $ 2,757
   Adjustments to reconcile net income to net
     cash provided by operating activities:
        Depreciation                                                637          718
        Amortization                                                 31           85
        Gain on sale of investment property                          --       (1,923)
        Extraordinary loss on early extinguishment of debt           63          334
        Change in accounts:
            Receivables and deposits                                539         (325)
            Other assets                                             10            9
            Accounts payable                                         (4)         (39)
            Tenant security deposit liabilities                      13          (27)
            Accrued property taxes                                   52           25
            Due to Affiliates                                       (20)          31
            Other liabilities                                       117         (113)
               Net cash provided by operating activities          1,990        1,532

Cash flows from investing activities:
   Property improvements and replacements                          (533)        (919)
   Net withdrawals from restricted escrows                          150          330
   Net proceeds from sale of investment property                     --        2,976
               Net cash (used in) provided by investing
                   activities                                      (383)       2,387

Cash flows from financing activities:
   Payments on mortgage notes payable                              (221)        (146)
   Distributions to partners                                     (5,554)      (6,119)
   Debt extinguishment costs                                         --         (187)
   Proceeds from refinancings                                    10,170        6,840
   Loan costs                                                      (388)        (150)
   Repayment of mortgage notes payable                           (5,850)      (5,378)
   Advance from affiliate                                            87           --
   Payments on advance from affiliate                               (87)          --
               Net cash used in financing activities             (1,843)      (5,140)

Net decrease in cash and cash equivalents                          (236)      (1,221)
Cash and cash equivalents at beginning of period                    527        1,748
Cash and cash equivalents at end of period                      $   291      $   527
Supplemental disclosure of cash flow information:
   Cash paid for interest                                       $   989      $   844
Supplemental disclosure of non cash flow information:
   Property improvements and replacements included in
     accounts payable                                           $    --      $    45

        See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                              SHELTER PROPERTIES I

                  Notes to Consolidated Financial Statements

                                December 31, 2001


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"). 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 three properties  located in South Carolina,  Virginia and
Georgia. 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,
                                                           2001         2000
                                                             (in thousands)

Net cash provided by operating activities                 $ 1,990       $ 1,532
   Property improvements and replacements                    (533)         (919)
   Payments on mortgage notes payable                        (221)         (146)
   Changes in reserves for net operating liabilities         (707)          439
   Changes in restricted escrows, net                         150           330
   Additional operating reserves                             (679)         (327)
      Net cash from operations                              $ --         $ 909

The Corporate  General Partner reserved  approximately  $679,000 and $327,000 at
December  31, 2001 and 2000,  respectively,  to fund  capital  improvements  and
repairs at its properties.

Distributions made from reserves no longer considered necessary by the Corporate
General  Partner are  considered to be additional  net cash from  operations for
allocation  purposes.  The following table sets forth the distributions  made by
the Partnership for the years ended December 31, 2001 and 2000.

                                                Distributions
                                                           Per Limited
                                        Aggregate        Partnership Unit

       01/01/00 - 12/31/00             $6,119,000 (1)        $406.40
       01/01/01 - 12/31/01              5,554,000 (2)         369.27

         (1)   Distributions  were  made  from  cash  operations  (approximately
               $2,270,000),   sales  proceeds  (approximately   $1,482,000)  and
               refinancing proceeds(approximately $2,367,000).

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

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.
Accordingly,  net income as shown in the statements of operations and changes in
partners'  deficit for 2001 and 2000 were allocated 99% to the limited  partners
and 1% to the general partners. Net income per limited partnership unit for each
such year was  computed  as 99% of net income  divided by 15,000  average  units
outstanding.

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  changes  in the other  reserves  during  2001 and 2000 were a  decrease  of
approximately $707,000 and an increase of approximately $439,000,  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,  after
discounting the scheduled loan payments to maturity,  approximates  its carrying
balance.

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 $272,000 at December 31, 2001 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.  As of December 31, 2001,
the balance in this account was $16,000.

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  $543,000,   less  accumulated   amortization  of
approximately $14,000, are included in other assets and are being amortized on a
straight-line basis over the life of the loans.

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.  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 three  apartment  complexes and are stated at
cost.  Acquisition fees are capitalized as a cost of real estate.  In accordance
with SFAS No. 121,  "Accounting for the Impairment of Long-Lived  Assets and for
Long-Lived Assets to Be Disposed Of," 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, 2001 and 2000.  See "Recent  Accounting
Pronouncements" below.

Advertising

The Partnership expenses the costs of advertising as incurred. Advertising costs
of  approximately  $57,000 and $54,000 for the years ended December 31, 2001 and
2000, respectively, were charged to operating expense.

Reclassifications

Certain  reclassifications have been made to the 2000 balances to conform to the
2001 presentation.

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. The
Corporate  General  Partner  believes that  segment-based  disclosures  will not
result  in a  more  meaningful  presentation  than  the  consolidated  financial
statements as currently presented.

Recent Accounting Pronouncements

In August 2001, the Financial  Accounting Standards Board issued SFAS No. 144,
"Accounting  for the  Impairment or Disposal of Long-Lived  Assets".  SFAS No.
144 provides  accounting  guidance for financial  accounting and reporting for
the impairment or disposal of long-lived assets.  SFAS No. 144 supersedes SFAS
No.  121,  "Accounting  for  the  Impairment  of  Long-Lived  Assets  and  for
Long-Lived  Assets to be Disposed  Of".  SFAS No. 144 is effective  for fiscal
years  beginning  after December 15, 2001. The Corporate  General Partner does
not anticipate  that its adoption will have a material effect on the financial
position or results of operations of the Partnership.

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
                                2001        Interest      Rate      Date        Maturity
                                  (in thousands)                             (in thousands)
Properties

<S>                            <C>            <C>        <C>      <C>   <C>     <C>
Quail Hollow Apartments        $ 5,177        $ 42       7.48%    10/01/18      $ 1,284

Windsor Hills Apartments         6,695           54      7.22%    01/01/21           --

Stone Mountain West
   Apartments                    4,917           39      7.06%    06/01/19          992
                               $16,789       $ 135                              $ 2,276
</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. The Partnership recognized an
extraordinary loss on the early extinguishment of debt of approximately  $31,000
due to the write-off of unamortized loan costs.

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 are due monthly.
This loan  requires a balloon  payment of  approximately  $992,000 in June 2019.
Total capitalized loan costs were approximately $194,000, of which approximately
$50,000 was paid to the Corporate General Partner. The Partnership recognized an
extraordinary loss on the early extinguishment of debt of approximately  $32,000
due to the write-off of unamortized loan costs.

On December 15, 2000,  the  Partnership  refinanced  the mortgage  notes payable
encumbering  Windsor  Hills  Apartments.   The  refinancing   replaced  mortgage
indebtedness of approximately $3,979,000 with a new mortgage of $6,840,000.  The
mortgage was  refinanced at a rate of 7.22% compared to the prior rate of 7.60%.
Payments of principal  and  interest  are due monthly  until the loan matures in
January  2021,  at  which  time  the loan is  scheduled  to be fully  amortized.
Capitalized loan costs incurred for the refinancing were approximately $150,000,
of which  approximately  $68,000 was paid to the Corporate General Partner.  The
Partnership  recorded an extraordinary  loss on early  extinguishment of debt of
approximately  $257,000 as a result of  unamortized  loan costs and  unamortized
mortgage  discount being written off and a prepayment  penalty of  approximately
$145,000.

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, 2001 are as follows (in thousands):

                               2002              $  409
                               2003                 440
                               2004                 473
                               2005                 509
                               2006                 547
                            Thereafter           14,411
                                                $16,789

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):

                                                     2001         2000
Net income as reported                              $ 552       $ 2,757
Add (deduct):
   Depreciation differences                            (58)         (51)
   Change in prepaid rental                             27          (15)
   Other                                               (16)        (215)
Federal taxable income                              $ 505       $ 2,476
Federal taxable income per limited
   partnership unit                                $ 33.33      $164.39

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            $(11,105)
                  Land and buildings                        1,605
                  Accumulated depreciation                   (669)
                  Syndication fees                          1,895
                  Other                                       274
                  Net liabilities - tax basis            $ (8,000)

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. The following payments were
paid or accrued to the Corporate  General Partner and affiliates during the year
ended December 31, 2001 and 2000:

                                                          2001       2000
                                                          (in thousands)

Property management fees (included in
  operating expenses)                                     $266       $276
Reimbursement for services of affiliates
  (included in general and administrative
   expenses and investment properties)                     366        188
Commission paid on refinancing (included in other
  assets)                                                  102         68
Commission on sale of investment property
 (included in gain on sale of investment property)         --          31

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
$266,000  and  $276,000  for  the  year  ended   December  31,  2001  and  2000,
respectively.

An  affiliate  of  the  Corporate  General  Partner  received  reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $366,000 and
$188,000 for the year ended December 31, 2001 and 2000,  respectively.  Included
in these amounts are fees related to construction  management  services provided
by an affiliate of the Corporate  General Partner of approximately  $221,000 and
$22,000  for the years  ended  December  31,  2001 and 2000,  respectively.  The
construction  management  service fees are  calculated  based on a percentage of
current and certain prior year additions to investment  properties and are being
depreciated over 15 years.

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.  As  of  December  31,  2001,  the  Partnership  has  accrued
approximately  $132,000  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.  During the year ended
December 31, 2000, the Partnership  paid  commissions of  approximately  $68,000
related  to  the  refinancing  of  Windsor  Hills  Apartments.  Such  fees  were
capitalized and are included in other assets.

In  accordance  with the  Partnership  Agreement,  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.  There were no loans from the General Partner or associated
interest expense during the year ended December 31, 2000.

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 year ended December
31, 2001, the Partnership  paid AIMCO and its affiliates  approximately  $44,000
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 11,795 limited  partnership  units
(the "Units") in the Partnership representing 78.63% of the outstanding Units at
December  31,  2001.  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 make one or more additional offers to acquire additional limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating partnership of AIMCO. 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  78.63% of the  outstanding  Units,  AIMCO is in a
position to control all such voting  decisions  with respect to the  Registrant.
When voting on matters, AIMCO would in all likelihood vote the Units it acquired
in a manner  favorable to the interest of the Corporate  General Partner because
of its affiliation with the Corporate General Partner.

Note E - Real Estate and Accumulated Depreciation
<TABLE>
<CAPTION>

                                                       Initial Cost
                                                      To Partnership
                                                      (in thousands)

                                                              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               $ 5,177       $ 459      $ 3,754         $ 2,144
Windsor Hills Apartments                6,695          520       4,575           2,355
Stone Mountain West Apartments          4,917          210       3,408           1,570
     Total                            $16,789      $ 1,189     $11,737         $ 6,069
</TABLE>

<TABLE>
<CAPTION>

                              Gross Amount At Which Carried
                                   At December 31, 2001
                                      (in thousands)

                           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    $ 5,898   $ 6,357    $ 4,396       1973      09/01/80     5-34
Windsor Hill         520      6,930     7,450      5,291       1973      09/01/80     5-30
Stone Mountain
 West                210      4,978     5,188      3,877       1972      12/31/80     5-37
     Totals        $1,189   $17,806   $18,995    $13,564
</TABLE>

Reconciliation of "Real Estate and Accumulated Depreciation":

                                                     December 31,
                                                   2001         2000
                                                    (in thousands)

Real Estate

Balance at beginning of year                      $18,507      $21,297
    Property improvements                             488          964
    Dispositions of assets                             --       (3,754)
Balance at end of year                            $18,995      $18,507

Accumulated Depreciation

Balance at beginning of year                      $12,927      $14,919
    Additions charged to expense                      637          718
    Disposal of assets                                 --       (2,710)
Balance at end of year                            $13,564      $12,927

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2001 and 2000,  is  approximately  $20,600,000  and  $20,111,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December 31, 2001 and 2000, is  approximately  $14,233,000  and  $13,538,000,
respectively.

Note F - Distributions

During the year ended  December  31,  2001,  the  Partnership  declared and paid
distributions  of  approximately  $5,554,000  (approximately  $5,539,000  to the
limited  partners or $369.27  per limited  partnership  unit).  Of this  amount,
$1,552,000  (approximately  $1,537,000  to the  limited  partners or $102.47 per
limited partnership unit) was paid from operations, approximately $58,000 ($3.87
per limited  partnership  unit) was paid to the limited partners from previously
undistributed  refinancing proceeds and approximately $3,944,000 was paid to the
limited  partners from the refinancing  proceeds of Quail Hollow  Apartments and
Stone Mountain West Apartments  ($262.93 per limited  partnership unit).  During
the year ended December 31, 2000, distributions of approximately $6,119,000 were
paid to  investors.  Approximately  $1,482,000  ($98.80 per limited  partnership
unit) was paid to the limited partners from the sale proceeds of Heritage Pointe
Apartments.  Approximately $2,367,000 ($157.80 per limited partnership unit) was
paid to the limited  partners  from the  refinancing  proceeds of Windsor  Hills
Apartments.  Approximately $2,270,000  (approximately  $2,247,000 to the limited
partners or $149.80 per limited partnership unit) was paid from operations.

Note G - Sale of Investment Property

On September 14, 2000, the  Partnership  sold Heritage  Pointe  Apartments to an
unaffiliated  third  party for net sales  proceeds of  approximately  $2,976,000
after  payment of closing  costs.  A portion of the sales  proceeds  was used to
repay the remaining  principal balance of the mortgage  encumbering the property
of approximately  $1,399,000.  The Partnership  realized a gain of approximately
$1,923,000 on the sale. In addition,  the Partnership  recorded an extraordinary
loss on early  extinguishment  of debt of  approximately  $77,000 as a result of
unamortized   loan  cost  being   written  off  and  a  prepayment   penalty  of
approximately $42,000 relating to the prepayment of the mortgage encumbering the
property.

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

      Sale price, net of selling costs                $ 2,976
      Net real estate (1)                              (1,044)
      Net other assets                                     (9)
      Gain on sale of real estate                     $ 1,923

(1)   Net of accumulated depreciation of approximately $2,710,000.

Note H - 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  intend  to  oppose  the  motion  and are  scheduled  to  file  their
opposition  brief on March 26, 2002. A hearing on the motion has been  scheduled
for April 29, 2002. The Court has set the matter for trial in January 2003.

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.

The Corporate General Partner does not anticipate that any costs,  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              44    Executive Vice President and Director

Martha L. Long               42    Senior Vice President and Controller

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.  Prior to joining  AIMCO,
Mr.  Foye was a partner in the law firm of  Skadden,  Arps,  Slate,  Meagher &
Flom LLP from 1989 to 1998 and was  Managing  Partner of the firm's  Brussels,
Budapest and Moscow  offices from 1992 through  1994.  Mr. Foye is also Deputy
Chairman of the Long Island Power  Authority and serves as a member of the New
York State  Privatization  Council.  He received a B.A.  from Fordham  College
and a J.D. from Fordham University Law School.

Martha L. Long has been Senior Vice  President  and  Controller  of the Managing
General  Partner since October 1998 as a result of the  acquisition  of Insignia
Financial  Group,  Inc. As of February 2001, Ms. Long was also appointed head of
the service  business for AIMCO.  From June 1994 until January 1997, she was the
Controller for Insignia, and was promoted to Senior Vice President - Finance and
Controller in January 1997,  retaining that title until October 1998.  From 1988
to June 1994,  Ms. Long was Senior Vice  President and  Controller for The First
Savings Bank, FSB in Greenville, South Carolina.

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 has approved
the  inclusion of the audited  financial  statements  in the Form 10-KSB for the
year  ended  December  31,  2001 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 current
fiscal year. Fees for the last fiscal year were audit services of  approximately
$47,000  and  non-audit  services  (principally  tax-related)  of  approximately
$25,000.

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, 2001, 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             7.63%
             (an affiliate of AIMCO)
           Insignia Properties, LP               5,864            39.09%
             (an affiliate of AIMCO)
           AIMCO Properties, LP                  4,786            31.91%
             (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 2000 South Colorado Blvd., Denver, Colorado 80222.

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. The following payments were
paid or accrued to the Corporate  General Partner and affiliates during the year
ended December 31, 2001 and 2000:

                                                          2001       2000
                                                          (in thousands)

Property management fees                                  $266       $276
Reimbursement for services of affiliates                   366        188
Commission paid on refinancing                             102         68
Commission on sale of investment property                   --         31

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
$266,000  and  $276,000  for  the  year  ended   December  31,  2001  and  2000,
respectively.

An  affiliate  of  the  Corporate  General  Partner  received  reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $366,000 and
$188,000 for the year ended December 31, 2001 and 2000,  respectively.  Included
in these amounts are fees related to construction  management  services provided
by an affiliate of the Corporate  General Partner of approximately  $221,000 and
$22,000  for the years  ended  December  31,  2001 and 2000,  respectively.  The
construction  management  service fees are  calculated  based on a percentage of
current and certain prior year additions to investment  properties and are being
depreciated over 15 years.

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.  As  of  December  31,  2001,  the  Partnership  has  accrued
approximately  $132,000  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.  During the year ended
December 31, 2000, the Partnership  paid  commissions of  approximately  $68,000
related  to  the  refinancing  of  Windsor  Hills  Apartments.  Such  fees  were
capitalized and are included in other assets.

In  accordance  with the  Partnership  Agreement,  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.  There were no loans from the General Partner or associated
interest expense during the year ended December 31, 2000.

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 year ended December
31, 2001, the Partnership  paid AIMCO and its affiliates  approximately  $44,000
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 11,795 limited  partnership  units
(the "Units") in the Partnership representing 78.63% of the outstanding Units at
December  31,  2001.  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 make one or more additional offers to acquire additional limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating partnership of AIMCO. 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  78.63% of the  outstanding  Units,  AIMCO is in a
position to control all such voting  decisions  with respect to the  Registrant.
When voting on matters, AIMCO would in all likelihood vote the Units it acquired
in a manner  favorable to the interest of the Corporate  General Partner because
of its affiliation with the Corporate General Partner.

Item 13.  Exhibits and Reports on Form 8-K

      (a)   Exhibits:

            None.

      (b)   Reports on Form 8-K filed in the fourth quarter of 2001:

            None.

<PAGE>

                                   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/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President and
                                          Controller


                                      Date:


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:
Patrick J. Foye         and Director

/s/Martha L. Long       Senior Vice President         Date:
Martha L. Long          and Controller

<PAGE>
                                  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.*

       (d)        Promissory  Note  and  Deed of Trust  and  Security  Agreement
                  between  Pacific  Mutual  Life  Insurance  Company and Shelter
                  Properties   I  to  refinance   the  debt  of  Windsor   Hills
                  Apartments.*

       (e)        Multifamily  Note and Multifamily  Deed to secure Debt between
                  Germania  Federal  Savings  and Loan  Association  and Shelter
                  Properties   I  to  refinance   the  debt  of  Rome   Georgian
                  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.

       (c)        Purchase  Agreement  dated June 4, 1980 between Paul Lipman,
                  Trustee  and  U.S.  Shelter  Corporation  to  purchase  Rome
                  Georgian Apartments.***

                  ***Filed  as  Exhibit   12(d),   to   Amendment   No.  1  to
                  Registration  Statement,  No. 2-67384,  of Registrant  filed
                  July 3, 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).

       (e)        Agreement of Sale dated  September  30, 1983  between  Shelter
                  Properties  I and  Case/Edwards  Associates  to sell  Yorktown
                  Apartments. (Filed with Form 10-K of Registrant for year ended
                  December 31, 1983 and incorporated herein by reference).

       (f)        Contract  of Sale dated  September  30, 1983  between  Shelter
                  Properties I and Volco,  Inc. to sell Lamplighter  Apartments.
                  (Filed with Form 10-K of  Registrant  for year ended  December
                  31, 1984 and incorporated herein by reference).

       (g)        Agreement  of  Sale  dated  May  31,  1984  between  Shelter
                  Properties  I and  BWIT  Fifty-Fifth  Street,  Inc.  to sell
                  Middle  Plantation  Apartments.  (Filed  with  Form  10-K of
                  Registrant   for   year   ended   December   31,   1984  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.

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:

       (a)        Restated  and  Modified of First Deed of Trust and  Security
                  Agreement  dated  October 28, 1992 between  Windsor Hills I,
                  L.P. and Dewey B. Morris and Richard G. Joynt  (Trustee) and
                  First  Commonwealth  Realty Credit  Corporation,  a Virginia
                  Corporation, securing the Windsor Hill property.*****

       (b)        Second Deed of Trust and Security  Agreement  dated  October
                  28, 1992 between  Windsor  Hills I, L.P. and Dewey B. Morris
                  and  Richard  G.  Joynt  (Trustee)  and  First  Commonwealth
                  Realty Credit Corporation, a Virginia Corporation,  securing
                  the Windsor Hill property.*****

       (c)        First  Assignment of Leases and Rents dated October 28, 1992
                  between Windsor Hills I, L.P. and First Commonwealth  Realty
                  Credit  Corporation,  a Virginia  Corporation,  securing the
                  Windsor Hills property.*****

       (d)        Second  Assignment  of Leases and Rents  dated  October  28,
                  1992 between  Windsor  Hills I, L.P. and Dewey B. Morris and
                  Richard G. Joynt  (Trustee)  and First  Commonwealth  Realty
                  Credit  Corporation,  a Virginia  Corporation,  securing the
                  Windsor Hills property.*****

       (e)        Restated and Modified  Deed of Trust Note dated  October 28,
                  1992 between  Windsor  Hills I, L.P. and First  Commonwealth
                  Realty  Credit  Corporation  relating to the  Windsor  Hills
                  property.*****

       (f)        Second Deed of Trust Note dated  October  28,  1992  between
                  Windsor Hills I, L.P. and First  Commonwealth  Realty Credit
                  Corporation,  a Virginia Corporation relating to the Windsor
                  Hills property.*****

                  *****Filed as Exhibit  10(iii) (a) through (f),  respectively,
                  to Form 10-KSB of Registrant  for year ended December 31, 1992
                  and incorporated herein by reference.

       (g)        Multifamily   Note  dated  May  11,  1994  between   Shelter
                  Properties I and Financial  Federal Savings Bank relating to
                  Rome Georgian Apartments.******

       (h)        Multifamily  Deed to  secure  debt,  assignments  of rents and
                  security  agreement,   dated  May  11,  1994  between  Shelter
                  Properties I and Financial  Federal Savings Bank securing Rome
                  Georgian Apartments.******

                  ******Filed as Exhibit 10(iii) (a) and (b),  respectively,  to
                  Form 10QSB of  Registrant  for the quarter ended June 30, 1994
                  and incorporated herein by reference.

       (i)        Multifamily  Note  secured  by a  Mortgage  or Deed of Trust
                  dated  November 1, 1996,  between  Shelter  Properties I and
                  Lehman Brothers  Holdings,  Inc.,  d/b/a Lehman  Capital,  a
                  Division  of Lehman  Brothers  Holdings,  Inc.,  relating to
                  Quail Hollow Apartments.

       (j)        Multifamily  Note  secured  by a  Mortgage  or Deed of Trust
                  dated  November 1, 1996,  between  Shelter  Properties I and
                  Lehman Brothers  Holdings,  Inc.,  d/b/a Lehman  Capital,  a
                  Division  of Lehman  Brothers  Holdings,  Inc.,  relating to
                  Rome Georgian Apartments.

       (k)        Multifamily  Note  secured  by a  Mortgage  or Deed of Trust
                  dated  November 1, 1996,  between  Shelter  Properties I and
                  Lehman Brothers  Holdings,  Inc.,  d/b/a Lehman  Capital,  a
                  Division  of Lehman  Brothers  Holdings,  Inc.,  relating to
                  Stone Mountain West Apartments.

       (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 as
                  filed  herein.  Filed as Exhibit  10(iii)(l) to 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).

<PAGE>

                                   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