SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                    For the fiscal year ended December 31, 2003

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

                For the transition period from _________to _________

                         Commission file number 0-10255

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

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

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

                                 (864) 239-1000
                            Issuer's telephone number

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

                                      None

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

                      Units of Limited Partnership Interest
                                (Title of class)

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

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

State issuer's revenues for its most recent fiscal year.  $3,728,000

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, 2003. 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>



The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  Actual results may differ materially
from those described in the forward-looking statements and will be affected by a
variety of risks and factors including,  without limitation:  national and local
economic  conditions;  the terms of  governmental  regulations  that  affect the
Registrant and interpretations of those regulations; the competitive environment
in which the Registrant operates;  financing risks, including the risk that cash
flows from operations may be insufficient to meet required payments of principal
and interest;  real estate risks, including variations of real estate values and
the general  economic  climate in local markets and  competition  for tenants in
such markets;  litigation,  including  costs  associated  with  prosecuting  and
defending  claims  and  any  adverse   outcomes,   and  possible   environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

                                     PART I

Item 1.     Description of Business

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

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

Commencing  July 3, 1980,  the  Partnership  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 Partnership had accepted subscriptions for 15,000 Units, including 100 Units
purchased by the Corporate General Partner, for an aggregate of $15,000,000. The
Partnership  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 Partnership has not received, nor
are limited partners required to make, additional capital contributions.

The Partnership  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, 2003 and 2002.

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

Risk Factors

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

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

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

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

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

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 Partnership's investments in properties:
<TABLE>
<CAPTION>

                                   Date of
Properties                         Purchase       Type of Ownership           Use

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

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

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

Schedule of Properties

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

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

<S>                          <C>         <C>            <C>                   <C>
Quail Hollow Apartments      $ 6,994     $ 4,696        5-34        S/L       $ 2,019

Windsor Hills Apartments       7,811       5,842        5-30        S/L         2,176

          Totals             $14,805     $10,538                              $ 4,195
</TABLE>

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

Schedule of Property Indebtedness

The  following  table  sets  forth  certain  information  relating  to the loans
encumbering the Partnership's properties.
<TABLE>
<CAPTION>

                    Principal                                             Principal
                    Balance At      Stated                                 Balance
                   December 31,    Interest    Period      Maturity        Due At
Properties             2003          Rate     Amortized      Date       Maturity (1)
                  (in thousands)                                       (in thousands)

<S>                  <C>            <C>       <C>          <C>   <C>       <C>
Quail Hollow         $ 4,925        7.48%     17.25 yrs    10/01/18        $ 1,284

Windsor Hills          6,328        7.22%      20 yrs      01/01/21             --

                     $11,253                                               $ 1,284
</TABLE>

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

Rental Rates and Occupancy

Average  annual  rental rates and  occupancy for 2003 and 2002 for each property
are as follows:

                                    Average Annual               Average Annual
                                     Rental Rates                  Occupancy
                                   (per unit)
 Properties                      2003            2002           2003        2002

 Quail Hollow                   $ 7,229         $ 7,278         91%          90%

 Windsor Hills                    7,342           7,162         86%          91%

The Corporate  General  Partner  attributes the decrease in occupancy at Windsor
Hills  Apartments to changing  market  conditions and additional  campus housing
built in 2003 at Virginia Tech University.

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 2003 for each property were as follows:

                                                2003            2003
                                                Taxes           Rate
                                           (in thousands)

       Quail Hollow                             $ 120          28.69%
       Windsor Hills                              129           0.84%

Capital Improvements

Quail Hollow Apartments

During the year ended December 31, 2003,  the  Partnership  spent  approximately
$4,000 in capital  improvements at Quail Hollow Apartments  consisting primarily
of floor covering  replacements.  These  improvements were funded from operating
cash flow. The Partnership is currently evaluating the capital improvement needs
of  the  property  for  the  upcoming  year  and  currently  expects  to  budget
approximately $118,000. Additional capital improvements may be considered during
2004 and will  depend  on the  physical  condition  of the  property  as well as
anticipated cash flow generated by the property.

Windsor Hills Apartments

During the year ended December 31, 2003,  the  Partnership  spent  approximately
$138,000  in  capital  improvements  at  Windsor  Hills  Apartments   consisting
primarily of floor covering replacements, interior decorations, air conditioning
upgrades, furniture and fixtures, office computers, structural improvements, and
fitness equipment  repairs.  These  improvements were funded from operating cash
flow. The Partnership is currently  evaluating the capital  improvement needs of
the property for the upcoming year and currently expects to budget approximately
$165,000. Additional capital improvements may be considered during 2004 and will
depend on the physical condition of the property as well as the anticipated cash
flow generated by the property.

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
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that 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 that 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  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition, 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 Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a Court  appointed
appraiser. An affiliate of the Corporate General Partner has also agreed to make
at least one round of tender offers to purchase all of the partnership interests
in the Partnerships within one year of final approval,  if it is granted, and to
provide  partners with the independent  appraisals at the time of these tenders.
The proposed  settlement also provided for the limitation of the allowable costs
which  the  Corporate   General  Partner  or  its  affiliates  will  charge  the
Partnerships  in connection with this litigation and imposes limits on the class
counsel  fees and  costs in this  litigation.  On April  11,  2003,  notice  was
distributed  to  limited   partners   providing  the  details  of  the  proposed
settlement.

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector")  filed an  appeal  seeking  to  vacate  and/or  reverse  the  order
approving the settlement and entering  judgment  thereto.  On November 24, 2003,
the Objector filed an  application  requesting the Court order AIMCO to withdraw
settlement  tender offers it had  commenced,  refrain from making further offers
pending the appeal and auction any units tendered to third  parties,  contending
that the offers did not conform  with the terms of the  Settlement.  Counsel for
the Objector (on behalf of another  investor)  had  alternatively  requested the
Court take certain  action  purportedly  to enforce the terms of the  settlement
agreement.  On December 18, 2003,  the Court heard oral  argument on the motions
and denied them both in their entirety.  On January 28, 2004, Objector filed his
opening brief in his pending appeal.  The Corporate General Partner is currently
scheduled  to file a brief in  support  of the order  approving  settlement  and
entering judgment thereto by April 23, 2004.

On August 8, 2003 AIMCO Properties  L.P., an affiliate of the Corporate  General
Partner,  was served  with a  Complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act (FLSA) by failing to pay maintenance  workers  overtime
for all hours worked in excess of forty per week.  The  Complaint is styled as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the  Complaint  denying the  substantive  allegations.  Discovery  is  currently
underway.

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

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

During the quarter ended December 31, 2003, no matter was submitted to a vote of
unit holders through the solicitation of proxies or otherwise.


<PAGE>


                                     PART II

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

The Partnership,  a publicly-held  limited partnership,  offered and sold 15,000
limited partnership units (the "Units")  aggregating  $15,000,000  including 100
units which were purchased by the Corporate  General  Partner.  The  Partnership
currently  has 329  holders  of record  owning  an  aggregate  of 15,000  Units.
Affiliates  of  the  Corporate   General   Partner  owned   12,023.50  units  or
approximately  80.16% at  December  31,  2003.  No  public  trading  market  has
developed  for the  Units,  and it is not  anticipated  that such a market  will
develop in the future.

The  Partnership  distributed  the  following  amounts  during  the years  ended
December 31, 2003 and 2002 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                      Year Ended      Per Limited       Year Ended      Per Limited
                     December 31,     Partnership      December 31,     Partnership
                         2003             Unit             2002             Unit

<S>                     <C>             <C>               <C>              <C>
Operations              $ 325           $ 19.53           $ 313            $18.80
Sale (1)                 1,762           113.40               --               --
                        $2,087          $132.93           $ 313            $18.80
</TABLE>

(1) Proceeds from Stone Mountain West Apartments sale in December 2002.

Future cash  distributions  will depend on the levels of net cash generated from
operations,   the  availability  of  cash  reserves,  and  the  timing  of  debt
maturities,   refinancings,   and/or  property  sales.  The  Partnership's  cash
available  for  distribution  is  reviewed on a monthly  basis.  There can be no
assurance that the Partnership  will generate  sufficient funds from operations,
after required capital expenditures, to permit any distributions to its partners
in 2004 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 12,023.50 Units in the Partnership
representing  80.16% of the outstanding  Units at December 31, 2003. A number of
these  Units  were  acquired  pursuant  to  tender  offers  made by AIMCO or its
affiliates.  It is possible that AIMCO or its affiliates will acquire additional
Units  in  exchange  for  cash or a  combination  of cash  and  units  in  AIMCO
Properties,  L.P., the operating  partnership of AIMCO,  either through  private
purchases or tender offers.  Pursuant to the Partnership Agreement,  unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters  that  include,  but are not  limited  to,  voting on certain
amendments  to the  Partnership  Agreement  and voting to remove  the  Corporate
General  Partner.  As a result of its  ownership  of  80.16% of the  outstanding
Units,  AIMCO  and its  affiliates  are in a  position  to  control  all  voting
decisions  with  respect to the  Partnership.  Although  the  Corporate  General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Corporate  General  Partner  also  owes  fiduciary  duties  to AIMCO as its sole
stockholder.  As a result,  the  duties of the  Corporate  General  Partner,  as
corporate general partner,  to the Partnership and its limited partners may come
into conflict with the duties of the Corporate  General Partner to AIMCO, as its
sole stockholder.

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

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

Results of Operations

The  Partnership's  net  income  for  the  year  ended  December  31,  2003  was
approximately  $332,000 compared to approximately  $6,254,000 for the year ended
December  31, 2002.  The decrease in net income for the year ended  December 31,
2003 is primarily due to a gain on the sale of Stone  Mountain  West  Apartments
recognized in the year ended December 31, 2002.

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

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

Income from continuing operations was approximately  $332,000 for the year ended
December 31, 2003 compared to income from continuing operations of approximately
$903,000  for the year ended  December  31,  2002.  The  decrease in income from
continuing operations was due to an increase in total expenses and a decrease in
total  revenues.  Total  expenses  increased  due  to  increases  in  operating,
depreciation,  and  property  tax  expenses,  partially  offset by a decrease in
interest  expense.   General  and  administrative  expense  remained  relatively
constant. Operating expense increased due to increases in maintenance, property,
and advertising  expenses.  Maintenance  expense increased due to an increase in
contract  services and a decrease in the  capitalization  of certain  direct and
indirect  project  costs,  primarily  payroll  related  costs,  at  both  of the
Partnership's properties and increases in snow removal expense and environmental
expense at Windsor Hills Apartments. Property expense increased due to increases
in  salaries  and  related   benefits  and  utility  expenses  at  both  of  the
Partnership's  properties,  partially  offset by reduced leasing  commissions at
Windsor  Hills  Apartments.  Advertising  expense  increased  primarily  due  to
increases  in  internet  advertising  at both of the  Partnership's  properties,
special  promotions at Windsor Hills  Apartments,  and telephone  advertising at
Quail  Hollow  Apartments.   Depreciation  expense  increased  due  to  property
improvements and replacements  placed into service during the past twelve months
which are now being depreciated. Property tax expense increased due primarily to
an increase in the assessed  value of the property at Windsor Hills  Apartments.
Interest  expense  decreased  due to the  declining  of mortgage  principal as a
result of the payment of scheduled mortgage payments at both properties.

General and  administrative  expense remained  relatively  constant for the year
ended December 31, 2002 compared to the year ended  December 31, 2003.  Included
in general and administrative  expense are the costs of services included in the
management  reimbursements to the Corporate General Partner as allowed under the
Partnership  Agreement.  Also included in general and administrative expense for
the  years  ended  December  31,  2003 and 2002 are  costs  associated  with the
quarterly and annual  communications  with investors and regulatory agencies and
the annual audit required by the Partnership Agreement.

The decrease in total  revenues for the year ended December 31, 2003 is due to a
decrease in rental income and a decrease in casualty gain (as discussed  below),
partially  offset  by an  increase  in other  income.  Rental  income  decreased
primarily  due to decreased  occupancy  and an increase in  concession  costs at
Windsor  Hills  Apartments  and an increase in bad debt expenses at Quail Hollow
Apartments  partially offset by increased  occupancy at Quail Hollow Apartments.
Other  income  increased  due to  increases  in utility  reimbursements  at both
properties and an increase in cable TV fees and late charge fees billed at Quail
Hollow Apartments.

During December 2001,  there was a fire at Quail Hollow  Apartments that damaged
eight apartment  units.  During the year ended December 31, 2002, a net casualty
gain of $352,000 was recorded as the result of  insurance  proceeds  received of
approximately   $456,000   less  the  book  value  of  the  damaged   assets  of
approximately $104,000.  During the year ended December 31, 2003, a net casualty
gain  of  approximately  $232,000  was  recorded  as the  result  of  additional
insurance proceeds received. All damaged assets were written off during 2002.

As part of the ongoing business plan of the Partnership,  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,  the Corporate  General  Partner may use rental  concessions and rental
rate reductions to offset softening market conditions,  accordingly, there is no
guarantee  that the  Corporate  General  Partner  will be able to sustain such a
plan.

Liquidity and Capital Resources

At  December  31,  2003  the  Partnership  had  cash  and  cash  equivalents  of
approximately  $115,000  compared to  approximately  $2,107,000  at December 31,
2002,  a decrease of  approximately  $1,992,000.  The  decrease in cash and cash
equivalents  is due to  approximately  $2,416,000  and  $193,000 of cash used in
financing  and  investing   activities,   respectively,   partially   offset  by
approximately  $617,000 of cash provided by operating  activities.  Cash used in
financing   activities   consisted  of  principal   payments  on  the  mortgages
encumbering the  Partnership's  properties and  distributions to partners.  Cash
used  in   investing   activities   consisted  of  property   improvements   and
replacements,  partially offset by insurance  proceeds received for the casualty
at Quail Hollow Apartments. The Partnership invests its working capital reserves
in interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  to  adequately  maintain the physical
assets and other  operating needs of the Partnership and to comply with Federal,
state, local, legal and regulatory  requirements.  The Corporate General Partner
monitors  developments  in the area of legal and  regulatory  compliance  and is
studying  new  federal  laws,  including  the  Sarbanes-Oxley  Act of 2002.  The
Sarbanes-Oxley Act of 2002 mandates or suggests  additional  compliance measures
with regard to governance,  disclosure, audit and other areas. In light of these
changes,  the Partnership  expects that it will incur higher expenses related to
compliance,  including  increased  legal  and audit  fees.  The  Partnership  is
currently evaluating the capital improvement needs of the properties and expects
to budget approximately $283,000.  Additional improvements may be considered and
will depend on the physical  condition of each  property as well as  replacement
reserves and  anticipated  cash flow generated by each  property.  To the extent
that  such  budgeted  capital  improvements  are  completed,  the  Partnership's
distributable cash flow, if any, may be adversely affected at least in the short
term.

In  accordance  with the  Partnership  Agreement,  an affiliate of the Corporate
General Partner loaned the  Partnership  $100,000 during the year ended December
31, 2002 to cover  operating  expenses at Quail  Hollow  Apartments.  The entire
balance was repaid during the year ended December 31, 2002. Interest was charged
at prime plus 2% and amounted to less than $1,000.  There were no loans from the
Corporate  General Partner or associated  interest expense during the year ended
December 31, 2003.

The  Partnership's  assets are thought to be sufficient  for any near term needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness   encumbering  the   Partnership's   properties  of   approximately
$11,253,000 requires monthly principal and interest payments and matures between
October 2018 and January  2021.  The  mortgage  indebtedness  encumbering  Quail
Hollow  Apartments  requires a balloon  payment of  approximately  $1,284,000 at
maturity in October 2018. The mortgage  indebtedness  encumbering  Windsor Hills
Apartments  is scheduled to be fully  amortized at its maturity in January 2021.
The  Corporate  General  Partner will attempt to refinance the  indebtedness  of
Quail Hollow  Apartments and/or sell the property prior to its maturity date. If
the  property  cannot  be  refinanced  or  sold  for a  sufficient  amount,  the
Partnership may risk losing the property through foreclosure.

The Partnership distributed the following amounts during the year ended December
31, 2003 and 2002 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                      Year Ended      Per Limited       Year Ended      Per Limited
                     December 31,     Partnership      December 31,     Partnership
                         2003             Unit             2002             Unit

<S>                     <C>             <C>               <C>              <C>
Operations              $ 325           $ 19.53           $ 313            $18.80
Sale (1)                 1,762           113.40               --               --
                        $2,087          $132.93           $ 313            $18.80
</TABLE>

(1) Proceeds from Stone Mountain West Apartments sale in December 2002.

The  Partnership's  cash  available  for  distribution  is reviewed on a monthly
basis. 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 to permit any
distributions to its partners in 2004 or subsequent periods.

Other

In addition to its indirect ownership of the general partner  interests,  in the
Partnership,  AIMCO and its affiliates  owned 12,023.50 Units in the Partnership
representing  80.16% of the outstanding  Units at December 31, 2003. A number of
these  Units  were  acquired  pursuant  to  tender  offers  made by AIMCO or its
affiliates.  It is possible that AIMCO or its affiliates will acquire additional
Units  in  exchange  for  cash or a  combination  of cash  and  units  in  AIMCO
Properties,  L.P., the operating  partnership of AIMCO,  either through  private
purchases or tender offers.  Pursuant to the Partnership Agreement,  unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters  that  include,  but are not  limited  to,  voting on certain
amendments  to the  Partnership  Agreement  and voting to remove  the  Corporate
General  Partner.  As a result of its  ownership  of  80.16% of the  outstanding
Units,  AIMCO  and its  affiliates  are in a  position  to  control  all  voting
decisions  with  respect to the  Partnership.  Although  the  Corporate  General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Corporate  General  Partner  also  owes  fiduciary  duties  to AIMCO as its sole
stockholder.  As a result,  the  duties of the  Corporate  General  Partner,  as
corporate general partner,  to the Partnership and its limited partners may come
into conflict with the duties of the Corporate  General Partner to AIMCO, as its
sole stockholder.

Critical Accounting Policies and Estimates

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

Impairment of Long-Lived Assets

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

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's investment properties.  These factors include, but are not limited
to, changes in national,  regional and local economic climate; local conditions,
such  as  an  oversupply  of  multifamily  properties;  competition  from  other
available  multifamily  property owners and changes in market rental rates.  Any
adverse  changes in these  factors could cause  impairment of the  Partnership's
assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized monthly as it is earned. The
Partnership  evaluates all accounts receivable from residents and establishes an
allowance, after the application of security deposits, for accounts greater than
30 days past due on current tenants and all receivables due from former tenants.
The Partnership will offer rental concessions during particularly slow months or
in response to heavy  competition from other similar  complexes in the area. Any
concessions  given at the inception of the lease are amortized  over the life of
the lease.


<PAGE>


Item 7.     Financial Statements

SHELTER PROPERTIES I

LIST OF FINANCIAL STATEMENTS

     Report of Ernst & Young LLP, Independent Auditors

     Consolidated Balance Sheet - December 31, 2003

     Consolidated  Statements of Operations - Years ended  December 31, 2003 and
     2002

     Consolidated  Statements  of Changes  in  Partners'  Deficit - Years  ended
     December 31, 2003 and 2002

     Consolidated  Statements of Cash Flows - Years ended  December 31, 2003 and
     2002

     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, 2003, 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, 2003. 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, 2003, and the  consolidated  results of its operations and its
cash flows for each of the two years in the period ended  December 31, 2003,  in
conformity with accounting principles generally accepted in the United States.


                                                            /s/ERNST & YOUNG LLP



Greenville, South Carolina
February 27, 2004


<PAGE>




                              SHELTER PROPERTIES I

                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2003

<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
  Cash and cash equivalents                                                  $ 115
  Receivables and deposits                                                        84
  Restricted escrows                                                               5
  Other assets                                                                   350
  Investment properties (Notes B & E):
    Land                                                       $ 979
    Buildings and related personal property                     13,826
                                                                14,805
    Less accumulated depreciation                              (10,538)        4,267
                                                                            $ 4,821

Liabilities and Partners' Deficit
Liabilities
  Accounts payable                                                            $ 51
  Tenant security deposit liabilities                                             72
  Accrued property taxes                                                         120
  Other liabilities                                                              244
  Mortgage notes payable (Note B)                                             11,253

Partners' Deficit
  General partners                                             $ (115)
  Limited partners (15,000 units issued and outstanding)        (6,804)       (6,919)
                                                                            $ 4,821

           See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                              SHELTER PROPERTIES I

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

<TABLE>
<CAPTION>

                                                              Years Ended December 31,
                                                                2003           2002
Revenues:
<S>                                                           <C>             <C>
  Rental income                                               $ 3,185         $ 3,354
  Other income                                                    311             241
  Casualty gain (Note G)                                          232             352
       Total revenues                                           3,728           3,947

Expenses:
  Operating                                                     1,563           1,252
  General and administrative                                      196             189
  Depreciation                                                    533             499
  Interest                                                        854             882
  Property taxes                                                  250             222
       Total expenses                                           3,396           3,044

Income from continuing operations                                 332             903

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

   Net income (Note C)                                         $ 332          $ 6,254

Net income allocated to general partners                        $ 3            $ 62
Net income allocated to limited partners                          329           6,192

   Net income                                                  $ 332          $ 6,254

Net income per limited partnership unit:
  Income from continuing operations                           $ 21.93         $ 59.60
  Loss from discontinued operations                                --          (11.87)
  Gain on sale of discontinued operations                          --          365.07

Net income per limited partnership unit                       $ 21.93         $412.80

Distribution per limited partnership unit                     $132.93         $ 18.80


           See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<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, 2001                       15,000       $ (56)    $(11,049)    $(11,105)

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

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

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

Distributions to partners                     --          (93)     (1,994)      (2,087)

Net income for the year ended
  December 31, 2003                           --            3         329          332

Partners' deficit at
  December 31, 2003                       15,000       $ (115)   $ (6,804)    $ (6,919)


           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,
                                                                   2003         2002
Cash flows from operating activities:
<S>                                                               <C>          <C>
  Net income                                                      $ 332        $ 6,254
  Adjustments to reconcile net income to net cash provided
    by operating activities:
      Depreciation                                                   533           672
      Amortization of discounts and loan costs                        17            20
      Gain on sale of investment property                             --        (5,531)
      Casualty gain                                                 (232)         (352)
      Loss on early extinguishment of debt                            --           182
      Change in accounts:
        Receivables and deposits                                     225          (226)
        Other assets                                                 (19)            9
        Accounts payable                                             (21)         (143)
        Tenant security deposit liabilities                          (13)          (48)
        Accrued property taxes                                         2            (7)
        Due to Affiliates                                           (193)           20
        Other liabilities                                            (14)           11
            Net cash provided by operating activities                617           861

Cash flows from investing activities:
  Property improvements and replacements                            (425)         (924)
  Net withdrawals from restricted escrows                             --            16
  Net proceeds from sale of investment property                       --         6,927
  Insurance proceeds received from casualty                          232           456
            Net cash (used in) provided by investing
              activities                                            (193)        6,475

Cash flows from financing activities:
  Payments on mortgage notes payable                                (329)         (409)
  Distributions to partners                                       (2,087)         (313)
  Repayment of mortgage note payable                                  --        (4,798)
  Advance from affiliate                                              --           100
  Payments on advance from affiliate                                  --          (100)
            Net cash used in financing activities                 (2,416)       (5,520)

Net (decrease) increase in cash and cash equivalents              (1,992)        1,816
Cash and cash equivalents at beginning of the year                 2,107           291
Cash and cash equivalents at end of the year                      $ 115        $ 2,107

Supplemental disclosure of cash flow information:
  Cash paid for interest                                          $ 877        $ 1,236

Supplemental disclosures of non-cash flow information:
  Property improvements and replacements included in
    accounts payable                                               $ 21         $ 304


           See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                              SHELTER PROPERTIES I

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2003


Note A - Organization and Significant Accounting Policies

Organization

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

Principles of Consolidation

The  Partnership'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  Partnership;  therefore,  this  partnership  is  controlled  and
consolidated by the Partnership. 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,
                                                            2003         2002
                                                              (in thousands)

Net cash provided by operating activities                  $ 617         $ 861
  Property improvements and replacements                     (425)         (924)
  Payments on mortgage notes payable                         (329)         (409)
  Changes in reserves for net operating liabilities            33           384
  Changes in restricted escrows, net                           --            16
Net cash used in operations                                $ (104)       $ (72)

During the years ended December 31, 2003 and 2002 the Corporate  General Partner
used  approximately  $104,000 and $72,000 of reserves to fund continuing capital
improvements, repairs and operations at the Partnership's investment properties.

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

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

Allocation of Profits, Gains and Losses

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

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

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

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

Other Reserves

The Corporate  General  Partner may designate a portion of cash  generated  from
operations as "other  reserves" in determining net cash used in operations.  The
Corporate  General  Partner  designated as other reserves an amount equal to the
net  liabilities  related to the operations of apartment  properties  during the
current  year that are expected to require the use of cash during the next year.
The  change  in the  other  reserves  during  2003 and 2002 was an  increase  of
approximately $33,000 and $384,000,  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,
due to affiliate and other  liabilities.  At this time,  the  Corporate  General
Partner  expects to continue to adjust other reserves based on the net change in
the aforementioned account balances.

Fair Value of Financial Instruments

Statement of Financial Accounting Standards ("SFAS") No. 107, "Disclosures about
Fair Value of Financial  Instruments",  as amended by SFAS No. 119, "Disclosures
about Derivative Financial Instruments and Fair Value of Financial Instruments",
requires  disclosure  of fair value  information  about  financial  instruments,
whether or not recognized in the balance  sheet,  for which it is practicable to
estimate  fair  value.  Fair value is defined in the SFAS as the amount at which
the  instruments  could be exchanged in a current  transaction  between  willing
parties,  other than in a forced or liquidation  sale. The Partnership  believes
that the carrying  amounts of its  financial  instruments  (except for long term
debt)  approximate  their fair  values due to the short term  maturity  of these
instruments.  The  fair  value  of  the  Partnership's  long  term  debt  at the
partnership's incremental borrowing rate is approximately $12,260,000.

Cash and Cash Equivalents

Cash and cash  equivalents  include  cash on hand and cash in banks.  At certain
times,  the amount of cash  deposited  at a bank may exceed the limit on insured
deposits.  Cash balances include approximately $88,000 at December 31, 2003 that
are  maintained  by an  affiliated  management  company on behalf of  affiliated
entities in cash concentration accounts.

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  $354,000,   less  accumulated   amortization  of
approximately  $50,000,  are included in other assets and are being amortized by
the straight-line  method over the life of the loans.  Amortization  expense for
2003 was approximately $17,000. Loan cost amortization expense is expected to be
approximately $19,000 for each of the years 2004 through 2008.

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.
Rental income  attributable to leases is recognized monthly as it is earned. The
Partnership  evaluates all accounts receivable from residents and establishes an
allowance, after the application of security deposits, for accounts greater than
30 days past due on current tenants and all receivables due from former tenants.
The Partnership will offer rental concessions during particularly slow months or
in response to heavy  competition from other similar  complexes in the area. Any
concessions  given at the inception of the lease are amortized  over the life of
the lease.

Investment Properties

Investment properties consist of two apartment complexes and are stated at cost.
Acquisition  fees are  capitalized  as a cost of real  estate.  Expenditures  in
excess of $250 that  maintain an existing  asset which has a useful life of more
than  one  year  are  capitalized  as  capital   replacement   expenditures  and
depreciated  over the  estimated  useful  life of the  asset.  Expenditures  for
ordinary  repairs,  maintenance  and  apartment  turnover  costs are expensed as
incurred.

In accordance  with SFAS No. 144,  "Accounting for the Impairment or Disposal of
Long-Lived  Assets," the  Partnership  records  impairment  losses on long-lived
assets used in operations when events and circumstances indicate that the assets
might be impaired and the  undiscounted  cash flows estimated to be generated by
those  assets  are less than the  carrying  amounts  of those  assets.  Costs of
apartment  properties that have been permanently impaired have been written down
to appraised  value. No adjustments for impairment of value were recorded in the
years ended December 31, 2003 and 2002.

Advertising

The Partnership expenses the costs of advertising as incurred. Advertising costs
of  approximately  $38,000 and $28,000 for the years ended December 31, 2003 and
2002, respectively, were charged to operating expense.

Segment Reporting

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

Recent Accounting Pronouncements

Effective  January 1, 2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards  ("SFAS")  No.  144,  "Accounting  for the  Impairment  or
Disposal of Long-Lived  Assets",  which  established  standards for the way that
public business  enterprises report information about long-lived assets that are
either  being held for sale or have  already  been  disposed of by sale or other
means.  The standard  requires that results of operations for a long-lived asset
that is being held for sale or has  already  been  disposed  of be reported as a
discontinued  operation  on  the  statement  of  operations.  As a  result,  the
accompanying  consolidated  statements of operations  reflect the  operations of
Stone  Mountain  West  Apartments,  which sold  December 27, 2002,  as loss from
discontinued operations.

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
                                2003        Interest      Rate      Date        Maturity
                                  (in thousands)                             (in thousands)
Properties

<S>                            <C>            <C>        <C>      <C>   <C>     <C>
Quail Hollow Apartments        $ 4,925        $ 42       7.48%    10/01/18      $ 1,284
Windsor Hills Apartments         6,328           54      7.22%    01/01/21           --

                               $11,253        $ 96                              $ 1,284
</TABLE>

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, 2003 are as follows (in thousands):

                               2004              $ 321
                               2005                 362
                               2006                 389
                               2007                 419
                               2008                 450
                            Thereafter            9,312
                                                $11,253

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):

                                                     2003         2002
Net income as reported                              $ 332       $ 6,254
Add (deduct):
  Depreciation differences                              18          (43)
  Change in prepaid rental                              27           (4)
  Gain on sale                                        (100)        (210)
  Casualty gain                                       (232)        (352)
  Other                                                102         (127)
Federal taxable income                              $ 147       $ 5,518
Federal taxable income per limited
  partnership unit                                  $ 9.73      $364.65

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              $(6,919)
                  Land and buildings                           156
                  Accumulated depreciation                    (228)
                  Syndication fees                           1,895
                  Other                                        360
                  Net liabilities - tax basis              $(4,736)

Note D - Transactions with Affiliated Parties

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

Affiliates of the Corporate  General Partner are entitled to receive 5% of gross
receipts  from  both of the  Partnership's  properties  for  providing  property
management  services.  The  Partnership  paid to such  affiliates  approximately
$176,000  and  $251,000  for  the  years  ended  December  31,  2003  and  2002,
respectively, which is included in operating expenses and loss from discontinued
operations.

An  affiliate  of  the  Corporate  General  Partner  received  reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $124,000 and
$191,000 for the years ended December 31, 2003 and 2002, respectively,  which is
included in general  and  administrative  expenses  and  investment  properties.
Included in these amounts are fees related to construction  management  services
provided by an  affiliate  of the  Corporate  General  Partner of  approximately
$71,000 for the year ended December 31, 2002.  Less than $1,000 in  construction
management  services  was  paid  for the  year  ended  December  31,  2003.  The
construction  management  service fees are  calculated  based on a percentage of
current year additions to investment properties.

In accordance with the Partnership Agreement, during the year ended December 31,
2002,  an affiliate of the  Corporate  General  Partner  loaned the  Partnership
$100,000 to cover  operating  expenses at Quail  Hollow  Apartments.  The entire
balance was repaid during the year ended December 31, 2002. Interest was charged
at prime plus 2% and amounted to less than $1,000.  There were no loans from the
Corporate  General  Partner or  associated  interest  expense for the year ended
December 31, 2003.

The  Partnership  Agreement  provides for a commission to the Corporate  General
Partner  upon  the  sale  of  the  Partnership's  investment  properties.  These
commissions  are  payable  when  certain  levels of return are  received  by the
limited  partners.  During the years ended  December 31, 2003 these returns were
met and the Partnership paid approximately  $203,000 of such commissions related
to the  sale  of  Stone  Mountain  West  Apartments  in  2002,  Heritage  Pointe
Apartments  in 2000,  Lamplighter  and Middle  Plantation  in 1984 and  Yorktown
Apartments in 1983.

The  Partnership  insures 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, 2003 and 2002, the
Partnership  was charged by AIMCO and its affiliates  approximately  $51,000 and
$85,000,  respectively,  for insurance  coverage and fees associated with policy
claims administration.

In addition to its indirect ownership of the general partner  interests,  in the
Partnership,  AIMCO and its affiliates  owned 12,023.50 Units in the Partnership
representing  80.16% of the outstanding  Units at December 31, 2003. A number of
these  Units  were  acquired  pursuant  to  tender  offers  made by AIMCO or its
affiliates.  It is possible that AIMCO or its affiliates will acquire additional
Units  in  exchange  for  cash or a  combination  of cash  and  units  in  AIMCO
Properties,  L.P., the operating  partnership of AIMCO,  either through  private
purchases or tender offers.  Pursuant to the Partnership Agreement,  unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters  that  include,  but are not  limited  to,  voting on certain
amendments  to the  Partnership  Agreement  and voting to remove  the  Corporate
General  Partner.  As a result of its  ownership  of  80.16% of the  outstanding
Units,  AIMCO  and its  affiliates  are in a  position  to  control  all  voting
decisions  with  respect to the  Partnership.  Although  the  Corporate  General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Corporate  General  Partner  also  owes  fiduciary  duties  to AIMCO as its sole
stockholder.  As a result,  the  duties of the  Corporate  General  Partner,  as
corporate general partner,  to the Partnership and its limited partners may come
into conflict with the duties of the Corporate  General Partner to AIMCO, as its
sole stockholder.

Note E - Real Estate and Accumulated Depreciation
<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               $ 4,925       $ 459      $ 3,754         $ 2,781
Windsor Hills Apartments                6,328          520       4,575           2,716
     Total                            $11,253       $ 979      $ 8,329         $ 5,497
</TABLE>

<TABLE>
<CAPTION>

                          Gross Amount At Which Carried
                              At December 31, 2003
                                 (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    $ 6,535   $ 6,994    $ 4,696       1973     09/01/80     5-34
Windsor Hills        520      7,291     7,811      5,842       1973     09/01/80     5-30

     Totals        $ 979    $13,826   $14,805    $10,538
</TABLE>

Reconciliation of "real estate and accumulated depreciation":

                                                     December 31,
                                                   2003         2002
                                                    (in thousands)
Real Estate
Balance at beginning of year                      $14,663      $18,995
  Property improvements                               142        1,228
  Dispositions of assets                               --       (5,560)
Balance at end of year                            $14,805      $14,663

Accumulated Depreciation
Balance at beginning of year                      $10,005      $13,564
  Additions charged to expense                        533          672
  Disposal of assets                                   --       (4,231)
Balance at end of year                            $10,538      $10,005

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2003 and 2002,  is  approximately  $14,961,000  and  $14,993,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December 31, 2003 and 2002, is  approximately  $10,766,000  and  $10,251,000,
respectively.

Note F - Sale of Investment Property

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

Note G - Casualty

During December 2001,  there was a fire at Quail Hollow  Apartments that damaged
eight apartment  units.  During the year ended December 31, 2002, a net casualty
gain of $352,000 was recorded as the result of  insurance  proceeds  received of
approximately   $456,000   less  the  book  value  of  the  damaged   assets  of
approximately $104,000. During the year ended December 31, 2003, a casualty gain
of  approximately  $232,000 was recorded as the result of  additional  insurance
proceeds received. All damaged assets were written off during 2002.

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
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that 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 that 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  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition, 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 Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a Court  appointed
appraiser. An affiliate of the Corporate General Partner has also agreed to make
at least one round of tender offers to purchase all of the partnership interests
in the Partnerships within one year of final approval,  if it is granted, and to
provide  partners with the independent  appraisals at the time of these tenders.
The proposed  settlement also provided for the limitation of the allowable costs
which  the  Corporate   General  Partner  or  its  affiliates  will  charge  the
Partnerships  in connection with this litigation and imposes limits on the class
counsel  fees and  costs in this  litigation.  On April  11,  2003,  notice  was
distributed  to  limited   partners   providing  the  details  of  the  proposed
settlement.

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector")  filed an  appeal  seeking  to  vacate  and/or  reverse  the  order
approving the settlement and entering  judgment  thereto.  On November 24, 2003,
the Objector filed an  application  requesting the Court order AIMCO to withdraw
settlement  tender offers it had  commenced,  refrain from making further offers
pending the appeal and auction any units tendered to third  parties,  contending
that the offers did not conform  with the terms of the  Settlement.  Counsel for
the Objector (on behalf of another  investor)  had  alternatively  requested the
Court take certain  action  purportedly  to enforce the terms of the  settlement
agreement.  On December 18, 2003,  the Court heard oral  argument on the motions
and denied them both in their entirety.  On January 28, 2004, Objector filed his
opening brief in his pending appeal.  The Corporate General Partner is currently
scheduled  to file a brief in  support  of the order  approving  settlement  and
entering judgment thereto by April 23, 2004.

On August 8, 2003 AIMCO Properties  L.P., an affiliate of the Corporate  General
Partner,  was served  with a  Complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act (FLSA) by failing to pay maintenance  workers  overtime
for all hours worked in excess of forty per week.  The  Complaint is styled as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the  Complaint  denying the  substantive  allegations.  Discovery  is  currently
underway.

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

The  Partnership  is unaware  of any other  pending  or  outstanding  litigation
matters  involving  it or its  investment  properties  that are not of a routine
nature arising in the ordinary course of business.


<PAGE>



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

None.

Item 8a.    Controls and Procedures

(a) Disclosure Controls and Procedures.  The Partnership's management,  with the
participation of the principal executive officer and principal financial officer
of the Corporate  General Partner,  who are the equivalent of the  Partnership's
principal executive officer and principal financial officer,  respectively,  has
evaluated  the  effectiveness  of  the  Partnership's  disclosure  controls  and
procedures (as such term is defined in Rules  13a-15(e) and 15d-15(e)  under the
Securities  Exchange Act of 1934, as amended (the "Exchange Act")) as of the end
of the period covered by this report.  Based on such  evaluation,  the principal
executive  officer and  principal  financial  officer of the  Corporate  General
Partner, who are the equivalent of the Partnership's principal executive officer
and principal  financial officer,  respectively,  have concluded that, as of the
end of such period,  the  Partnership's  disclosure  controls and procedures are
effective.

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fourth quarter of 2003 that have materially  affected,  or are reasonably likely
to  materially  affect,  the  Partnership's   internal  control  over  financial
reporting.


<PAGE>



                                    PART III

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

The Partnership has no directors or officers.  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 directors and officers of the Corporate General
Partner are set forth below. There are no family relationships  between or among
any directors or officers.

Name                        Age    Position

Peter K. Kompaniez           59    Director
Martha L. Long               44    Director and Senior Vice President
Harry G. Alcock              41    Executive Vice President
Miles Cortez                 60    Executive Vice President, General Counsel
                                     and Secretary
Patti K. Fielding            40    Executive Vice President
Paul J. McAuliffe            47    Executive Vice President and Chief
                                     Financial Officer
Thomas M. Herzog             41    Senior Vice President and Chief Accounting
                                     Officer

Peter K.  Kompaniez  has been Director of the  Corporate  General  Partner since
February 2004. Mr. Kompaniez has been Vice Chairman of the Board of Directors of
AIMCO since July 1994 and was appointed  President in July 1997.  Mr.  Kompaniez
has also  served as Chief  Operating  Officer of NHP  Incorporated  after it was
acquired by AIMCO in  December  1997.  Effective  April 1, 2004,  Mr.  Kompaniez
resigned as  President  of AIMCO.  Mr.  Kompaniez  will  continue in his role as
Director of the Corporate General Partner and Vice Chairman of AIMCO's Board and
will serve AIMCO on a variety of special and  ongoing  projects in an  operating
role.

Martha L. Long has been a Director and Senior Vice  President  of the  Corporate
General  Partner since February 2004. Ms. Long has been with AIMCO since October
1998 and has served in various capacities. From 1998 to 2001, Ms. Long served as
Senior Vice President and Controller of AIMCO and the Corporate General Partner.
During 2002 and 2003,  Ms. Long served as Senior Vice  President  of  Continuous
Improvement for AIMCO.

Harry G. Alcock was appointed  Executive Vice President of the Corporate General
Partner  in  February  2004 and has been  Executive  Vice  President  and  Chief
Investment Officer of AIMCO since October 1999. Prior to October 1999 Mr. Alcock
served as a Vice President of AIMCO from July 1996 to October 1997,  when he was
promoted to Senior Vice  President-Acquisitions  where he served  until  October
1999. Mr. Alcock has had responsibility for acquisition and financing activities
of AIMCO since July 1994.

Miles  Cortez was  appointed  Executive  Vice  President,  General  Counsel  and
Secretary  of the  Corporate  General  Partner in February  2004 and of AIMCO in
August 2001. Prior to joining AIMCO, Mr. Cortez was the senior partner of Cortez
Macaulay Bernhardt & Schuetze LLC, a Denver law firm, from December 1997 through
September 2001.

Patti K. Fielding was appointed  Executive  Vice President - Securities and Debt
of the Corporate General Partner in February 2004 and of AIMCO in February 2003.
Ms. Fielding previously served as Senior Vice President - Securities and Debt of
AIMCO from  January  2000 to February  2003.  Ms.  Fielding is  responsible  for
securities and debt financing and the treasury  department.  Ms. Fielding joined
AIMCO in February 1997 and served as Vice  President - Tenders,  Securities  and
Debt until January 2000.

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

Thomas M.  Herzog was  appointed  Senior  Vice  President  and Chief  Accounting
Officer  of the  Corporate  General  Partner  in  February  2004 and of AIMCO in
January 2004.  Prior to joining AIMCO in January 2004, Mr. Herzog was at GE Real
Estate,  serving as Chief Accounting Officer & Global Controller from April 2002
to January  2004 and as Chief  Technical  Advisor from March 2000 to April 2002.
Prior to joining GE Real  Estate,  Mr.  Herzog was at Deloitte & Touche LLP from
1990 until 2000,  including a two-year  assignment  in the real estate  national
office.

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 board of directors of the Corporate General Partner does not have a separate
audit  committee.  As such,  the board of  directors  of the  Corporate  General
Partner fulfills the functions of an audit committee. The board of directors has
determined  that  Martha L. Long meets the  requirement  of an "audit  committee
financial expert".

The directors and officers of the Corporate  General Partner with authority over
the Partnership are all employees of subsidiaries of AIMCO.  AIMCO has adopted a
code of ethics that applies to such  directors  and  officers  that is posted on
AIMCO's  website  (www.AIMCO.com).   AIMCO's  website  is  not  incorporated  by
reference to this filing.

Item 10.    Executive Compensation

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

Item 11.    Security Ownership of Certain Beneficial Owners and Management

Except as noted below, as of December 31, 2003, no person or entity was known to
own of record or beneficially  more than 5% of the Limited  Partnership Units of
the Partnership.

                                           Number of Units      Percentage

           Cooper River Properties, LLC         1,145.0            7.63%
             (an affiliate of AIMCO)
           AIMCO IPLP, L.P.                     5,864.0           39.09%
             (an affiliate of AIMCO)
           AIMCO Properties, L.P.               5,014.5           33.44%
             (an affiliate of AIMCO)

Cooper River  Properties,  LLC and AIMCO IPLP, L.P.  (formerly known as Insignia
Properties,  L.P.) are  indirectly  ultimately  owned by AIMCO.  Their  business
addresses are 55 Beattie Place, Greenville, SC 29602.

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

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

Item 12.    Certain Relationships and Related Transactions

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

Affiliates of the Corporate  General Partner are entitled to receive 5% of gross
receipts  from  both of the  Partnership's  properties  for  providing  property
management  services.  The  Partnership  paid to such  affiliates  approximately
$176,000  and  $251,000  for  the  years  ended  December  31,  2003  and  2002,
respectively, which is included in operating expenses and loss from discontinued
operations.

An  affiliate  of  the  Corporate  General  Partner  received  reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $124,000 and
$191,000 for the years ended December 31, 2003 and 2002, respectively,  which is
included in general  and  administrative  expenses  and  investment  properties.
Included in these amounts are fees related to construction  management  services
provided by an  affiliate  of the  Corporate  General  Partner of  approximately
$71,000 for the year ended December 31, 2002.  Less than $1,000 in  construction
management  services  was  paid  for the  year  ended  December  31,  2003.  The
construction  management  service fees are  calculated  based on a percentage of
current year additions to investment properties.

In accordance with the Partnership Agreement, during the year ended December 31,
2002,  an affiliate of the  Corporate  General  Partner  loaned the  Partnership
$100,000 to cover  operating  expenses at Quail  Hollow  Apartments.  The entire
balance was repaid during the year ended December 31, 2002. Interest was charged
at prime plus 2% and amounted to less than $1,000.  There were no loans from the
Corporate  General  Partner or  associated  interest  expense for the year ended
December 31, 2003.

The  Partnership  Agreement  provides for a commission to the Corporate  General
Partner  upon  the  sale  of  the  Partnership's  investment  properties.  These
commissions  are  payable  when  certain  levels of return are  received  by the
limited partners. During the year ended December 31, 2003 these returns were met
and the Partnership paid approximately  $203,000 of such commissions  related to
the sale of Stone Mountain West Apartments in 2002,  Heritage Pointe  Apartments
in 2000,  Lamplighter and Middle  Plantation in 1984 and Yorktown  Apartments in
1983.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Corporate  General  Partner.  During the years ended December 31, 2003 and 2002,
the  Partnership was charged by AIMCO and its affiliates  approximately  $51,000
and $85,000,  respectively,  for  insurance  coverage and fees  associated  with
policy claims administration.

In addition to its indirect ownership of the general partner  interests,  in the
Partnership,  AIMCO and its affiliates  owned 12,023.50 Units in the Partnership
representing  80.16% of the outstanding  Units at December 31, 2003. A number of
these  Units  were  acquired  pursuant  to  tender  offers  made by AIMCO or its
affiliates.  It is possible that AIMCO or its affiliates will acquire additional
Units  in  exchange  for  cash or a  combination  of cash  and  units  in  AIMCO
Properties,  L.P., the operating  partnership of AIMCO,  either through  private
purchases or tender offers.  Pursuant to the Partnership Agreement,  unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters  that  include,  but are not  limited  to,  voting on certain
amendments  to the  Partnership  Agreement  and voting to remove  the  Corporate
General  Partner.  As a result of its  ownership  of  80.16% of the  outstanding
Units,  AIMCO  and its  affiliates  are in a  position  to  control  all  voting
decisions  with  respect to the  Partnership.  Although  the  Corporate  General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Corporate  General  Partner  also  owes  fiduciary  duties  to AIMCO as its sole
stockholder.  As a result,  the  duties of the  Corporate  General  Partner,  as
corporate general partner,  to the Partnership and its limited partners may come
into conflict with the duties of the Corporate  General Partner to AIMCO, as its
sole stockholder.

Item 13.    Exhibits and Reports on Form 8-K

      (a)   Exhibits:

            See attached Exhibit Index.

      (b) Reports on Form 8-K filed in the fourth quarter of 2003:

            None.

Item 14.    Principal Accounting Fees and Services

The Corporate  General Partner has reappointed  Ernst & Young LLP as independent
auditors to audit the financial statements of the Partnership for 2004.

Audit  Fees.  The  Partnership   paid  to  Ernst  &  Young  LLP  audit  fees  of
approximately $42,000 and $41,000 for 2003 and 2002, respectively.

Tax Fees.  The  Partnership  paid to Ernst & Young LLP fees for tax services for
2003 and 2002 of approximately $16,000 and $21,000, respectively.



<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/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President


                                    By:   /s/Thomas M. Herzog
                                          Thomas M. Herzog
                                          Senior Vice President and
                                          Chief Accounting Officer


                                    Date: March 29, 2004


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/Peter K. Kompaniez         Director                      Date: March 29, 2004
Peter K. Kompaniez


/s/Martha L. Long             Director and Senior Vice      Date: March 29, 2004
Martha L. Long                President


/s/Thomas M. Herzog           Senior Vice President and     Date: March 29, 2004
Thomas M. Herzog              Chief Accounting Officer



<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).

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.

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

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

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

10(iii)           Contracts related to refinancing the debt:

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

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

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

22                Subsidiaries of the Registrant.

31.1              Certification   of  equivalent  of  Chief  Executive   Officer
                  pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a),
                  as Adopted Pursuant to Section 302 of the  Sarbanes-Oxley  Act
                  of 2002.

31.2              Certification   of  equivalent  of  Chief  Financial   Officer
                  pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a),
                  as Adopted Pursuant to Section 302 of the  Sarbanes-Oxley  Act
                  of 2002.

32.1              Certification Pursuant to 18 U.S.C. Section 1350,  as  Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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



<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


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

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

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

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

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

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

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

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.

Date:  March 29, 2004

                                /s/Martha L. Long
                                 Martha L. Long
                                    Senior Vice  President  of Shelter  Realty I
                                    Corporation,   equivalent   of   the   chief
                                    executive officer of the Partnership


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Thomas M. Herzog, certify that:


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

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

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

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

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

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

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

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.

Date:  March 29, 2004

                                    /s/Thomas M. Herzog
                                    Thomas M. Herzog
                                    Senior Vice  President and Chief  Accounting
                                    Officer  of  Shelter  Realty I  Corporation,
                                    equivalent of the chief financial officer of
                                    the Partnership


<PAGE>


Exhibit 32.1


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



In  connection  with the Annual  Report on Form 10-KSB of Shelter  Properties  I
Limited Partnership (the "Partnership"), for the year ended December 31, 2003 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  Martha L. Long, as the equivalent of the chief executive  officer of
the Partnership,  and Thomas M. Herzog, as the equivalent of the chief financial
officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of his knowledge:


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

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


                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  March 29, 2004


                                           /s/Thomas M. Herzog
                                    Name:  Thomas M. Herzog
                                    Date:  March 29, 2004


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