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, 2004

[ ]   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.  $3,411,000

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, 2004. 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

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, 2004 and 2003.

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 the  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.

From time to time, the Federal Bureau of  Investigation,  or FBI, and the United
States  Department  of  Homeland  Security  issue  alerts  regarding   potential
terrorist threats  involving  apartment  buildings.  Threats of future terrorist
attacks,  such as those  announced  by the FBI and the  Department  of  Homeland
Security,  could  have a  negative  effect on rent and  occupancy  levels at the
Partnership's properties. The effect that future terrorist activities or threats
of such activities could have on the  Partnership's  operations is uncertain and
unpredictable. If the Partnership were to incur a loss at a property as a result
of an act of  terrorism,  the  Partnership  could  lose all or a portion  of the
capital  invested  in the  property,  as well as the  future  revenue  from  the
property.  In this regard, the Partnership has purchased insurance to cover acts
of terrorism. The Corporate General Partner does not anticipate that these costs
will  have  a  negative  effect  on  the  Partnership's  consolidated  financial
condition or results of operations.

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      $ 7,119     $ 4,946        5-34        S/L       $ 1,937

Windsor Hills Apartments       7,939       6,124        5-30        S/L         2,039

          Totals             $15,058     $11,070                              $ 3,976
</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             2004          Rate     Amortized      Date       Maturity (1)
                  (in thousands)                                       (in thousands)

<S>                  <C>            <C>       <C>          <C>   <C>       <C>
Quail Hollow         $ 4,785        7.48%     17.25 yrs    10/01/18        $ 1,284

Windsor Hills          6,148        7.22%      20 yrs      01/01/21             --

                     $10,933                                               $ 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 2004 and 2003 for each property
are as follows:

                                    Average Annual               Average Annual
                                     Rental Rates                  Occupancy
                                      (per unit)
 Properties                      2004            2003           2004        2003

 Quail Hollow (1)               $ 6,901         $ 7,183         88%          91%

 Windsor Hills (2)                6,972           7,220         90%          86%

(1)   The  Corporate  General  Partner  attributes  the decrease in occupancy at
      Quail Hollow Apartments  primarily to more stringent  acceptance standards
      for new tenants and tenants purchasing homes.

(2)   The  Corporate  General  Partner  attributes  the increase in occupancy at
      Windsor Hills  Apartments  primarily to an increase in lease  renewals and
      reduced rental rates.

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 2004 for each property were as follows:

                                                2004            2004
                                                Taxes           Rate
                                           (in thousands)

       Quail Hollow                             $ 105          25.00%
       Windsor Hills                              134           0.87%

Capital Improvements

Quail Hollow Apartments

During the year ended December 31, 2004, the Partnership completed approximately
$125,000 of capital improvements at Quail Hollow Apartments consisting primarily
of  floor  covering  replacements,  signage,  roof  and  air  conditioning  unit
replacements.  These  improvements  were funded from  operating  cash flow.  The
Partnership  regularly  evaluates the capital improvement needs of the property.
While the Partnership has no material commitments for property  improvements and
replacements,  certain routine capital expenditures are anticipated during 2005.
Such capital  expenditures 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, 2004, the Partnership completed approximately
$128,000  of  capital  improvements  at  Windsor  Hills  Apartments   consisting
primarily of floor covering,  appliance and air conditioning unit  replacements,
and parking area  improvements.  These  improvements  were funded from operating
cash flow. The Partnership  regularly evaluates the capital improvement needs of
the property.  While the  Partnership  has no material  commitments for property
improvements  and  replacements,   certain  routine  capital   expenditures  are
anticipated  during 2005. Such capital  expenditures will depend on the physical
condition  of the  property as well as  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  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  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 (the "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.  The  Objector  filed a second
appeal challenging the court's use of a referee and its order requiring Objector
to pay those fees.

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April 23,  2004,  the  Corporate  General  Partner  and its  affiliates  filed a
response  brief in support  of the  settlement  and the  judgment  thereto.  The
plaintiffs  have also  filed a brief in support  of the  settlement.  On June 4,
2004,  Objector filed a reply to the briefs  submitted by the Corporate  General
Partner and  Plaintiffs.  In addition  both the  Objector and  plaintiffs  filed
briefs in  connection  with the second  appeal.  The Court of Appeals heard oral
argument  on both  appeals on  September  22,  2004 and took the  matters  under
submission.

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.

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates of the Corporate General Partner,  are defendants in an action in the
United States District Court,  District of Columbia.  The plaintiffs have styled
their  complaint  as a  collective  action  under the Fair Labor  Standards  Act
("FLSA") and seek 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, plaintiffs allege 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  defendants  have filed an
answer to the amended complaint denying the substantive  allegations.  Discovery
relating  to the  certification  of the  collective  action  has  concluded  and
briefing on the matter is underway.  Although the outcome of any  litigation  is
uncertain,  AIMCO  Properties,  L.P. does not believe that the ultimate  outcome
will have a material  adverse  effect on its  financial  condition or results of
operations.  Similarly,  the Corporate General Partner does not believe that the
ultimate  outcome  will have a  material  adverse  effect  on the  Partnership's
consolidated financial condition or results of operations.

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

During the quarter ended December 31, 2004, no matter was submitted to a vote of
unit holders through the solicitation of proxies or otherwise.

                                     PART II

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

The Partnership,  a publicly-held  limited partnership,  offered and sold 15,000
limited partnership units (the "Units")  aggregating  $15,000,000  including 100
units which were purchased by the Corporate  General  Partner.  The  Partnership
currently  has 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,  2004.  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, 2004 and 2003 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                      Year Ended      Per Limited       Year Ended      Per Limited
                     December 31,     Partnership      December 31,     Partnership
                         2004             Unit             2003             Unit

<S>                      <C>              <C>             <C>             <C>
Operations               $ --             $ --            $ 325           $ 19.53
Sale (1)                    --               --            1,762           113.40
                         $ --             $ --            $2,087          $132.93
</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 timing of debt maturities,  property sales and/or refinancings.
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 2005 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 limited partnership units
("Units") in the Partnership  representing  80.16% of the  outstanding  Units at
December  31,  2004.  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,  2004  was
approximately  $112,000 compared to net income of approximately $332,000 for the
year ended  December  31,  2003.  The  decrease in net income for the year ended
December 31, 2004 is due to a decrease in total revenues  partially  offset by a
decrease in total expenses.

The decrease in total  revenues for the year ended December 31, 2004 is due to a
decrease in rental income and a casualty  gain  recognized in 2003 (as discussed
below).  Rental income  decreased for the year ended December 31, 2004 primarily
due to a decrease in  occupancy  at Quail  Hollow  Apartments  and a decrease in
average rental rates at both of the Partnership's properties, slightly offset by
an increase in occupancy at Windsor Hill  Apartments  and a decrease in bad debt
expense 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 30, 2003, a net casualty
gain of $232,000 was  recorded as the result of  additional  insurance  proceeds
received. All damaged assets were written off during 2002.

Total expenses decreased for the year ended December 31, 2004 due primarily to a
decrease in interest and general and administrative  expenses.  Interest expense
decreased  due to  regularly  scheduled  mortgage  payments,  which  reduced the
principal balance of the mortgage debt encumbering the Partnership's properties.
General and  administrative  expenses  decreased for the year ended December 31,
2004 due to a  decrease  in the costs of  services  included  in the  management
reimbursements  paid to the  Corporate  General  Partners  as allowed  under the
Partnership  Agreement  and  reduced  audit fees.  Also  included in general and
administrative  expenses  for years ended  December  30, 2004 and 2003 are costs
associated  with the  quarterly  and annual  communications  with  investors and
regulatory agencies.

The  Partnership's  financial  results depend upon a number of factors including
the  ability to attract  and  maintain  tenants  at the  investment  properties,
interest  rates on mortgage  loans,  costs  incurred  to operate the  investment
properties,  general  economic  conditions  and weather.  As part of the ongoing
business plan of the  Partnership,  the Corporate  General Partner  monitors the
rental market environment of its investment properties to assess the feasibility
of increasing rents,  maintaining or increasing  occupancy levels and protecting
the Partnership from increases in expenses.  As part of this plan, the Corporate
General  Partner  attempts  to  protect  the  Partnership  from  the  burden  of
inflation-related  increases in expenses by increasing  rents and  maintaining a
high overall occupancy level. However, due to changing market conditions,  which
can  result in the use of rental  concessions  and rental  reductions  to offset
softening market  conditions,  there is no guarantee that the Corporate  General
Partner will be able to sustain such a plan.  Further,  a number of factors that
are outside the control of the  Partnership  such as the local economic  climate
and weather can  adversely  or  positively  affect the  Partnership's  financial
results.

Liquidity and Capital Resources

At  December  31,  2004  the  Partnership  had  cash  and  cash  equivalents  of
approximately  $236,000 compared to approximately $115,000 at December 31, 2003.
Cash and cash equivalents increased  approximately $121,000 due to approximately
$681,000  of  cash  provided  by  operating  activities,   partially  offset  by
approximately  $240,000  and $320,000 of cash used in  investing  and  financing
activities,  respectively.  Cash  used  in  investing  activities  consisted  of
property  improvements  and  replacements.  Cash  used in  financing  activities
consisted of payments on mortgages encumbering the Partnership's  properties and
repayment  of  advances  from  affiliates,  partially  offset by  advances  from
affiliates.

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,  and local  legal and  regulatory  requirements.  The  Corporate  General
Partner  monitors  developments in the area of legal and regulatory  compliance.
For example,  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.  The Partnership  regularly evaluates the
capital improvement needs of the property. While the Partnership has no material
commitments for property improvements and replacements,  certain routine capital
expenditures are anticipated during 2005. Such capital  expenditures will depend
on the  physical  condition  of the  property as well as  anticipated  cash flow
generated by the property. Capital improvements will be incurred only if cash is
available  from  operations  or from  Partnership  reserves.  To the extent that
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 during the year ended December 31,
2004,  an affiliate of the  Corporate  General  Partner  loaned the  Partnership
approximately $98,000 to cover real estate taxes at Quail Hollow Apartments. The
entire balance was repaid during the same period.  Interest was charged at prime
plus 2% (7.25% at December 31, 2004) and amounted to approximately $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 generally  sufficient for near term
needs  (exclusive  of capital  improvements)  of the  Partnership.  The mortgage
indebtedness   encumbering  the   Partnership's   properties  of   approximately
$10,933,000 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 years  ended
December 31, 2004 and 2003 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                      Year Ended      Per Limited       Year Ended      Per Limited
                     December 31,     Partnership      December 31,     Partnership
                         2004             Unit             2003             Unit
<S>                      <C>              <C>             <C>             <C>
Operations               $ --             $ --            $ 325           $ 19.53
Sale (1)                    --               --            1,762           113.40
                         $ --             $ --            $2,087          $132.93
</TABLE>

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

Future  cash  distributions  will  depend on the levels of cash  generated  from
operations,  the timing of debt maturities,  property sales and/or refinancings.
The  Partnership's  cash  available  for  distribution  is reviewed on a monthly
basis.  There can be no assurance that the Partnership will generate  sufficient
funds from  operations  to permit any  distributions  to its partners in 2005 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 limited partnership units
("Units") in the Partnership  representing  80.16% of the  outstanding  Units at
December  31,  2004.  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.
The Partnership will offer rental concessions during particularly slow months or
in response  to heavy  competition  from other  similar  complexes  in the area.
Rental income attributable to leases, net of any concessions, is recognized on a
straight-line  basis over the term of the lease.  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.


<PAGE>


Item 7.     Financial Statements

SHELTER PROPERTIES I

LIST OF FINANCIAL STATEMENTS

      Report of Independent Registered Public Accounting Firm

      Consolidated Balance Sheet - December 31, 2004

      Consolidated  Statements of  Operations - Years ended  December 31, 2004
      and 2003

      Consolidated  Statements  of Changes in Partners'  Deficit - Years ended
      December 31, 2004 and 2003

      Consolidated Statements of Cash Flows - Years ended December 31, 2004
      and 2003

      Notes to Consolidated Financial Statements


<PAGE>


           Report of Independent Registered Public Accounting Firm



The Partners
Shelter Properties I


We  have  audited  the  accompanying   consolidated  balance  sheet  of  Shelter
Properties I as of December 31, 2004, 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, 2004. 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 the standards of the Public  Company
Accounting Oversight Board (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 consideration of
internal  control  over  financial  reporting  as a basis  for  designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Partnership's internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and 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, 2004, and the  consolidated  results of its operations and its
cash flows for each of the two years in the period ended  December 31, 2004,  in
conformity with accounting principles generally accepted in the United States.


                                                          /s/ERNST & YOUNG LLP



Greenville, South Carolina
March 10, 2005


<PAGE>





                              SHELTER PROPERTIES I

                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2004

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
  Cash and cash equivalents                                                  $ 236
  Receivables and deposits                                                        61
  Restricted escrows                                                               5
  Other assets                                                                   376
  Investment properties (Notes B & E):
    Land                                                       $ 979
    Buildings and related personal property                     14,079
                                                               15,058
    Less accumulated depreciation                              (11,070)        3,988
                                                                            $ 4,666

Liabilities and Partners' Deficit
Liabilities
  Accounts payable                                                            $ 49
  Tenant security deposit liabilities                                             71
   Due to affiliates (Notes D and G)                                              32
  Accrued property taxes                                                         105
  Other liabilities                                                              283
  Mortgage notes payable (Note B)                                             10,933

Partners' Deficit
  General partners                                             $ (114)
  Limited partners (15,000 units issued and outstanding)        (6,693)       (6,807)
                                                                            $ 4,666

        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,
                                                                2004           2003
Revenues:
<S>                                                           <C>             <C>
  Rental income                                               $ 3,096         $ 3,185
  Other income                                                    315             311
  Casualty gain (Note F)                                           --             232
       Total revenues                                           3,411           3,728

Expenses:
  Operating                                                     1,563           1,563
  General and administrative                                      130             196
  Depreciation                                                    532             533
  Interest                                                        834             854
  Property taxes                                                  240             250
       Total expenses                                           3,299           3,396

   Net income (Note C)                                         $ 112           $ 332

Net income allocated to general partners  (1%)                  $ 1             $ 3
Net income allocated to limited partners  (99%)                   111             329

   Net income                                                  $ 112           $ 332

Per limited partnership unit:

Net income per limited partnership unit                        $ 7.40         $ 21.93

Distributions per limited partnership unit                      $ --          $132.93

        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, 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)

Net income for the year ended
  December 31, 2004                           --            1         111          112

Partners' deficit at
  December 31, 2004                       15,000       $ (114)   $ (6,693)    $ (6,807)

        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,
                                                                   2004         2003
Cash flows from operating activities:
<S>                                                               <C>           <C>
  Net income                                                      $ 112         $ 332
  Adjustments to reconcile net income to net cash provided
    by operating activities:
      Depreciation                                                   532           533
      Amortization of loan costs                                      19            17
      Casualty gain                                                   --          (232)
      Change in accounts:
        Receivables and deposits                                      23           225
        Other assets                                                 (45)          (19)
        Accounts payable                                             (15)          (21)
        Tenant security deposit liabilities                           (1)          (13)
        Accrued property taxes                                       (15)            2
        Due to Affiliates                                             32          (193)
        Other liabilities                                             39           (14)
            Net cash provided by operating activities                681           617

Cash flows from investing activities:
  Property improvements and replacements                            (240)         (425)
  Insurance proceeds received from casualty                           --           232
            Net cash used in investing activities                   (240)         (193)

Cash flows from financing activities:
  Payments on mortgage notes payable                                (320)         (329)
  Distributions to partners                                           --        (2,087)
  Advance from affiliate                                              98            --
  Payments on advance from affiliate                                 (98)           --
            Net cash used in financing activities                   (320)       (2,416)

Net increase (decrease) in cash and cash equivalents                 121        (1,992)
Cash and cash equivalents at beginning of the year                   115         2,107
Cash and cash equivalents at end of the year                      $ 236         $ 115

Supplemental disclosure of cash flow information:
  Cash paid for interest                                          $ 778         $ 877

Supplemental disclosures of non-cash flow information:
  Property improvements and replacements included in
    accounts payable                                               $ 34         $ 21

Included in property  improvements  and replacements for the year ended December
31, 2003 are  approximately  $304,000  of  improvements  which were  included in
accounts payable at December 31, 2002.

        See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>

                              SHELTER PROPERTIES I

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2004


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,
                                                            2004         2003
                                                              (in thousands)

Net cash provided by operating activities                  $ 681         $ 617
  Property improvements and replacements                     (240)         (425)
  Payments on mortgage notes payable                         (320)         (329)
  Changes in reserves for net operating liabilities           (18)           33
   Additions to reserves                                     (103)           --
Net cash used in operations                                 $ --        $ (104)

During the year ended December 31, 2004, the Corporate  General Partner reserved
approximately  $103,000 to fund  continuing  capital  improvements,  repairs and
operations at the Partnership's investment properties.

During the year ended  December  31, 2003 the  Corporate  General  Partner  used
approximately  $104,000  of reserves to fund  continuing  capital  improvements,
repairs and operations at the Partnership's investment properties. Distributions
made from  reserves no longer  considered  necessary  by the  Corporate  General
Partner are considered to be additional net cash from  operations for allocation
purposes.

The 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  2004 and 2003 was a  decrease  and an
increase of approximately $18,000 and $33,000, 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 value due to the short  term  maturity  of these
instruments.  The Partnership  estimates the fair value of its long term debt by
discounting  future  cash flows  using a discount  rate  commensurate  with that
currently  believed to be available to the Partnership  for similar term,  fully
amortizing long-term debt. The fair value of the Partnership's long term debt at
the Partnership's incremental borrowing rate is approximately $11,338,000.

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 $222,000 at December 31, 2004 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 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.

Deferred Costs

Loan  costs  of  approximately  $354,000,   less  accumulated   amortization  of
approximately  $70,000,  are  included  in  other  assets.  The loan  costs  are
amortized over the terms of the related loan  agreements.  Amortization  expense
for 2004 was approximately  $19,000.  Loan cost amortization expense is expected
to be approximately $19,000 for each of the years 2005 through 2009.

Leasing   commissions  and  other  direct  costs  incurred  in  connection  with
successful  leasing  efforts are  deferred and  amortized  over the terms of the
related leases. Amortization of these costs is included in operating expenses.

Tenant Security Deposits

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

Leases

The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership will offer rental concessions during particularly slow months or
in response  to heavy  competition  from other  similar  complexes  in the area.
Rental income attributable to leases, net of any concessions, is recognized on a
straight-line  basis over the term of the lease.  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.

Investment Properties

Investment properties consist of two apartment complexes and are stated at cost.
Acquisition  fees are  capitalized  as a cost of real  estate.  The  Partnership
capitalizes  all  expenditures  in  excess of $250  that  clearly  relate to the
acquisition and  installation of real and personal  property  components.  These
expenditures  include costs incurred to replace  existing  property  components,
costs  incurred  to add a material  new  feature to a  property,  and costs that
increase  the useful life or service  potential of a property  component.  These
capitalized   costs  are  depreciated   over  the  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.  No adjustments for impairment of value were recorded in the years
ended December 31, 2004 or 2003.

Advertising

The Partnership expenses the costs of advertising as incurred. Advertising costs
of  approximately  $46,000 and $38,000 for the years ended December 31, 2004 and
2003, 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.

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
                                2004        Interest      Rate      Date        Maturity
                                  (in thousands)                             (in thousands)
Properties

<S>                            <C>            <C>        <C>      <C>   <C>     <C>
Quail Hollow Apartments        $ 4,785        $ 42       7.48%    10/01/18      $ 1,284
Windsor Hills Apartments         6,148           54      7.22%    01/01/21           --

                               $10,933        $ 96                              $ 1,284
</TABLE>

The mortgage notes payable are fixed rate mortgages  that are  non-recourse  and
are secured by a pledge of the  Partnership's  rental properties and by a pledge
of revenues from the respective  rental  properties.  The mortgage notes payable
include  a  prepayment  penalty  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, 2004 are as follows (in thousands):

                               2005              $  362
                               2006                 389
                               2007                 419
                               2008                 450
                               2009                 485
                            Thereafter            8,828
                                                $10,933

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):

                                                     2004         2003
Net income as reported                              $ 112        $ 332
Add (deduct):
  Depreciation differences                              41           18
  Change in prepaid rental                               8           27
  Gain on sale                                          --         (100)
  Casualty gain                                         --         (232)
  Other                                                (66)         102
Federal taxable income                               $ 95        $ 147
Federal taxable income per limited
  partnership unit                                  $ 6.27       $ 9.73

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              $ (6,807)
                  Land and buildings                            174
                  Accumulated depreciation                    (186)
                  Syndication fees                           1,895
                  Other                                        284
                  Net liabilities - tax basis              $ 4,640

Note D - Transactions with Affiliated Parties

The  Partnership  has no employees and depends 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  receive 5% of gross receipts from
both of the Partnership's properties for providing property management services.
The Partnership paid to such affiliates  approximately $167,000 and $176,000 for
the years ended December 31, 2004 and 2003,  respectively,  which is included in
operating expenses.

Affiliates   of  the  Corporate   General   Partner   charged  the   Partnership
reimbursement of accountable  administrative expenses amounting to approximately
$98,000  and  $124,000  for  the  years  ended   December  31,  2004  and  2003,
respectively,  which is  included  in general and  administrative  expenses.  At
December 31, 2004 approximately  $32,000 of these expenses remain unpaid and are
included in due to affiliates.

In accordance with the Partnership Agreement, during the year ended December 31,
2004 an  affiliate  of the  Corporate  General  Partner  loaned the  Partnership
approximately $98,000 to cover real estate taxes at Quail Hollow Apartments. The
entire balance was repaid during the same period.  Interest was charged at prime
plus 2% and  amounted  to  approximately  $1,000.  There  were no loans from the
Corporate  General Partner or associated  interest expense during 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, 2004 and 2003,
the  Partnership was charged by AIMCO and its affiliates  approximately  $43,000
and $51,000,  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 limited partnership units
("Units") in the Partnership  representing  80.16% of the  outstanding  Units at
December  31,  2004.  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

                                                       Initial Cost
                                                      To Partnership
                                                      (in thousands)
<TABLE>
<CAPTION>

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

<S>                                   <C>           <C>        <C>             <C>
Quail Hollow Apartments               $ 4,785       $ 459      $ 3,754         $ 2,906
Windsor Hills Apartments                6,148          520       4,575           2,844
     Total                            $10,933       $ 979      $ 8,329         $ 5,750
</TABLE>

                              Gross Amount At Which Carried
                                   At December 31, 2004
                                      (in thousands)
<TABLE>
<CAPTION>

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

<S>                <C>      <C>       <C>        <C>           <C>      <C>   <C>    <C>
Quail Hollow       $ 459    $ 6,660   $ 7,119    $ 4,946       1973     09/01/80     5-34
Windsor Hills        520      7,419     7,939      6,124       1973     09/01/80     5-30

     Totals        $ 979    $14,079   $15,058    $11,070
</TABLE>

Reconciliation of "real estate and accumulated depreciation":

                                                     December 31,
                                                   2004         2003
                                                    (in thousands)
Real Estate
Balance at beginning of year                      $14,805      $14,663
  Property improvements                               253          142
Balance at end of year                            $15,058      $14,805

Accumulated Depreciation
Balance at beginning of year                      $10,538      $10,005
  Additions charged to expense                        532          533
Balance at end of year                            $11,070      $10,538

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2004 and 2003,  is  approximately  $15,232,000  and  $14,961,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December 31, 2004 and 2003, is  approximately  $11,256,000  and  $10,766,000,
respectively.

Note F - Casualty

During December 2001,  there was a fire at Quail Hollow  Apartments that damaged
eight apartment  units.  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.

Note G - Subsequent Event

Subsequent to December 31, 2004,  the  Corporate  General  Partner  advanced the
Partnership  approximately  $123,000 to pay real estate  taxes for Quail  Hollow
Apartments.  Interest  will be charged at prime plus 2% (7.25% at  December  31,
2004).

Note H - Contingencies

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  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  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 (the "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.  The  Objector  filed a second
appeal challenging the court's use of a referee and its order requiring Objector
to pay those fees.

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April 23,  2004,  the  Corporate  General  Partner  and its  affiliates  filed a
response  brief in support  of the  settlement  and the  judgment  thereto.  The
plaintiffs  have also  filed a brief in support  of the  settlement.  On June 4,
2004,  Objector filed a reply to the briefs  submitted by the Corporate  General
Partner and  Plaintiffs.  In addition  both the  Objector and  plaintiffs  filed
briefs in  connection  with the second  appeal.  The Court of Appeals heard oral
argument  on both  appeals on  September  22,  2004 and took the  matters  under
submission.

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.

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates of the Corporate General Partner,  are defendants in an action in the
United States District Court,  District of Columbia.  The plaintiffs have styled
their  complaint  as a  collective  action  under the Fair Labor  Standards  Act
("FLSA") and seek 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, plaintiffs allege 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  defendants  have filed an
answer to the amended complaint denying the substantive  allegations.  Discovery
relating  to the  certification  of the  collective  action  has  concluded  and
briefing on the matter is underway.  Although the outcome of any  litigation  is
uncertain,  AIMCO  Properties,  L.P. does not believe that the ultimate  outcome
will have a material  adverse  effect on its  financial  condition or results of
operations.  Similarly,  the Corporate General Partner does not believe that the
ultimate  outcome  will have a  material  adverse  effect  on the  Partnership's
consolidated financial condition or results of 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.

Environmental

Various  Federal,  state and local laws subject  property owners or operators to
liability for management,  and the costs of removal or  remediation,  of certain
hazardous  substances  present on a property.  Such laws often impose  liability
without regard to whether the owner or operator knew of, or was responsible for,
the release or presence of the  hazardous  substances.  The  presence of, or the
failure to manage or remedy properly,  hazardous substances may adversely affect
occupancy at affected  apartment  communities and the ability to sell or finance
affected properties.  In addition to the costs associated with investigation and
remediation  actions brought by government  agencies,  the presence of hazardous
substances  on a  property  could  result in claims by  private  plaintiffs  for
personal injury,  disease,  disability or other  infirmities.  Various laws also
impose  liability for the cost of removal,  remediation or disposal of hazardous
substances  through a  licensed  disposal  or  treatment  facility.  Anyone  who
arranges for the disposal or treatment of hazardous  substances  is  potentially
liable  under such laws.  These laws often impose  liability  whether or not the
person arranging for the disposal ever owned or operated the disposal  facility.
In  connection  with  the  ownership  and  operation  of  its  properties,   the
Partnership could  potentially be liable for environmental  liabilities or costs
associated with its properties.

Mold

The Partnership is aware of lawsuits  against owners and managers of multifamily
properties asserting claims of personal injury and property damage caused by the
presence of mold, some of which have resulted in substantial  monetary judgments
or settlements. The Partnership has only limited insurance coverage for property
damage loss claims  arising from the  presence of mold and for  personal  injury
claims related to mold  exposure.  Affiliates of the Corporate  General  Partner
have  implemented a national  policy and procedures to prevent or eliminate mold
from its  properties  and the  Corporate  General  Partner  believes  that these
measures will eliminate,  or at least minimize, the effects that mold could have
on residents.  To date, the  Partnership  has not incurred any material costs or
liabilities  relating to claims of mold  exposure  or to abate mold  conditions.
Because the law regarding  mold is unsettled and subject to change the Corporate
General  Partner  can make no  assurance  that  liabilities  resulting  from the
presence of or exposure to mold will not have a material  adverse  effect on the
Partnership's consolidated financial condition or results of operations.

As  previously  disclosed,  the  Central  Regional  Office of the United  States
Securities  and  Exchange   Commission   (the  "SEC")  is  conducting  a  formal
investigation relating to certain matters.  Although the staff of the SEC is not
limited  in the  areas  that it may  investigate,  AIMCO  believes  the areas of
investigation include AIMCO's miscalculated monthly net rental income figures in
third quarter 2003,  forecasted  guidance,  accounts payable,  rent concessions,
vendor  rebates,  capitalization  of payroll and certain  other  costs,  and tax
credit  transactions.  AIMCO is cooperating  fully. AIMCO is not able to predict
when the matter  will be  resolved.  AIMCO does not  believe  that the  ultimate
outcome  will  have a  material  adverse  effect on its  consolidated  financial
condition or results of operations.  Similarly,  the Corporate  General  Partner
does not believe that the ultimate  outcome will have a material  adverse effect
on the Partnership's consolidated financial condition or results of operations.


<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 2004 that have materially  affected,  or are reasonably likely
to  materially  affect,  the  Partnership's   internal  control  over  financial
reporting.

Item 8b.    Other Information

            None.


<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

Martha L. Long               45    Director and Senior Vice President
Harry G. Alcock              42    Director and Executive Vice President
Miles Cortez                 61    Executive Vice President, General Counsel
                                     and Secretary
Patti K. Fielding            41    Executive Vice President
Paul J. McAuliffe            48    Executive Vice President and Chief
                                     Financial Officer
Thomas M. Herzog             42    Senior Vice President and Chief Accounting
                                     Officer
Stephen B. Waters            43    Vice President

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 as a Director of the Corporate  General Partner in
October 2004 and 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 was appointed  Treasurer of AIMCO in January 2005. Ms. Fielding is
responsible  for  debt  financing  and the  treasury  department.  Ms.  Fielding
previously  served as Senior Vice  President - Securities and Debt of AIMCO from
January 2000 to February 2003. Ms.  Fielding  joined AIMCO in February 1997 as a
Vice President.

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.

Stephen B. Waters was appointed Vice President of the Corporate  General Partner
in April  2004.  Mr.  Waters  previously  served as a  Director  of Real  Estate
Accounting   since   joining   AIMCO  in   September   1999.   Mr.   Waters  has
responsibilities for real estate and partnership accounting with AIMCO.

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.



<PAGE>


Item 11.    Security Ownership of Certain Beneficial Owners and Management

Except as noted below, as of December 31, 2004, 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. 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 depends 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  receive 5% of gross receipts from
both of the Partnership's properties for providing property management services.
The Partnership paid to such affiliates  approximately $167,000 and $176,000 for
the years ended December 31, 2004 and 2003,  respectively,  which is included in
operating expenses.

Affiliates   of  the  Corporate   General   Partner   charged  the   Partnership
reimbursement of accountable  administrative expenses amounting to approximately
$98,000  and  $124,000  for  the  years  ended   December  31,  2004  and  2003,
respectively,  which is  included  in general and  administrative  expenses.  At
December 31, 2004 approximately  $32,000 of these expenses remain unpaid and are
included in due to affiliates.

In accordance with the Partnership Agreement, during the year ended December 31,
2004 an  affiliate  of the  Corporate  General  Partner  loaned the  Partnership
approximately $98,000 to cover real estate taxes at Quail Hollow Apartments. The
entire balance was repaid during the same period.  Interest was charged at prime
plus 2% and  amounted  to  approximately  $1,000.  There  were no loans from the
Corporate  General Partner or associated  interest expense during 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, 2004 and 2003,
the  Partnership was charged by AIMCO and its affiliates  approximately  $43,000
and $51,000,  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 limited  partnership unit
("Units") in the Partnership  representing  80.16% of the  outstanding  Units at
December  31,  2004.  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

            See Exhibit Index attached.

Item 14.    Principal Accountant Fees and Services

The Corporate  General Partner has reappointed  Ernst & Young LLP as independent
auditors to audit the financial  statements  of the  Partnership  for 2005.  The
aggregate  fees billed for  services  rendered by Ernst & Young LLP for 2004 and
2003 are described below.

Audit Fees. Fees for audit services  totaled  approximately  $36,000 and $42,000
for 2004 and 2003,  respectively.  Fees for audit services also include fees for
the reviews of the Partnership's Quarterly Reports on Form 10-QSB.

Tax Fees. Fees for tax services  totaled  approximately  $14,000 and $16,000 for
2004 and 2003, 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


                                          /s/Stephen B. Waters
                                    By:   Stephen B. Waters
                                          Vice President

                                    Date: March 18, 2005


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/Harry G. Alcock            Director and Executive        Date: March 18, 2005
Harry G. Alcock               Vice President


/s/Martha L. Long             Director and Senior Vice      Date: March 18, 2005
Martha L. Long                President


/s/Stephen B. Waters          Vice President                Date: March 18, 2005
Stephen B. Waters



<PAGE>


                                  EXHIBIT INDEX
Exhibit

 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.

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.

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 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 small  business  issuer as of, and for, the periods  presented in this
      report;

4.    The  small  business  issuer'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 small business issuer 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
            small business issuer, 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  small  business   issuer'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 small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer'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 small business  issuer'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 small  business
            issuer's internal control over financial reporting.

Date:  March 18, 2005

                                    /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, Stephen B. Waters, 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 small  business  issuer as of, and for, the periods  presented in this
      report;

4.    The  small  business  issuer'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 small business issuer 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
            small business issuer, 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  small  business   issuer'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 small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer'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 small business  issuer'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 small  business
            issuer's internal control over financial reporting.

Date:  March 18, 2005

                                    /s/Stephen B. Waters
                                    Stephen B. Waters
                                    Vice President 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, 2004 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 Stephen B. Waters, 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 18, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  March 18, 2005


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.