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

                                   Form 10-KSB

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

                    For the fiscal year ended December 31, 2000

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

                For the transition period from _________to _________

                         Commission file number 0-10255

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

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

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

                                 (864) 239-1000
                            Issuer's telephone number

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

                                      None

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

                      Units of Limited Partnership Interest
                                (Title of class)

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

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

State issuer's revenues for its most recent fiscal year.  $7,414,000

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, 2000. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      NONE

<PAGE>
                                     PART I


Item 1.  Description of Business

Shelter  Properties I (the  "Partnership"  or  "Registrant")  was organized as a
limited  partnership  under the laws of the State of South  Carolina on April 7,
1980.  The general  partner  responsible  for  management  of the  Partnership's
business is Shelter Realty I  Corporation,  a South  Carolina  corporation  (the
"Corporate General  Partner").  The Corporate General Partner is a subsidiary of
Apartment  Investment and Management Company  ("AIMCO").  The only other general
partner of the Partnership was N. Barton Tuck, Jr. Mr. Tuck was not an affiliate
of  the  Corporate   General  Partner  and  was   effectively   prohibited  from
participating  in  the  management  of  the  Partnership  by  the  Partnership's
partnership  agreement (the "Partnership  Agreement").  In June 1999, Mr. Tuck's
general   partnership   interest  in  the  Registrant  was  purchased  by  AIMCO
Properties,  L.P., an affiliate of the Corporate  General Partner and AIMCO. The
Partnership  Agreement provides that the Partnership is to terminate on December
31, 2019 unless terminated prior to such date.

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

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

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

The Registrant  has no employees.  Management  and  administrative  services are
performed  by the  Corporate  General  Partner  and by  agents  retained  by the
Corporate  General Partner.  These services were provided by an affiliate of the
Corporate General Partner for the years ended December 31, 2000 and 1999.

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

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

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

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

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

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

Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia Financial Group, Inc. and Insignia Properties Trust
merged into AIMCO, a publicly traded real estate  investment  trust,  with AIMCO
being the surviving  corporation.  As a result,  AIMCO  acquired 100%  ownership
interest in the Corporate  General Partner.  The Corporate  General Partner does
not believe that this  transaction has had or will have a material effect on the
affairs and operations of the Partnership.

Item 2.  Description of Properties

The following table sets forth the Registrant's investments in properties:
<TABLE>
<CAPTION>

                                   Date of
Properties                         Purchase       Type of Ownership           Use

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

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

Stone Mountain West Apartments     12/31/80  Fee ownership, subject to   Apartment
  Stone Mountain, Georgia                    first mortgage              142 units
</TABLE>

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

On September 14, 2000, the  Partnership  sold Heritage  Pointe  Apartments to an
unaffiliated third party. (See Item 6. "Management's Discussion Analysis or Plan
of Operations" for further details).

Schedule of Properties

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

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

<S>                           <C>             <C>           <C>               <C>
Quail Hollow Apartments       $  6,158        $ 4,181       5-34     S/L      $ 2,295

Windsor Hills Apartments         7,251          5,041       5-30     S/L        2,452

Stone Mountain West
   Apartments                    5,098          3,705       5-37     S/L        1,826
          Totals               $18,507        $12,927                         $ 6,573
</TABLE>

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

Schedule of Property Indebtedness

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

                           Principal                                       Principal
                           Balance At     Stated                            Balance
                          December 31,   Interest    Period    Maturity     Due At
Properties                    2000         Rate     Amortized    Date    Maturity (2)
                         (in thousands)                                 (in thousands)

<S>                         <C>           <C>          <C>     <C>   <C>    <C>
Quail Hollow                $ 2,850       7.33%        (1)     11/01/03     $ 2,850

Windsor Hills                 6,840       7.22%     20 years   01/01/21          --

Stone Mountain West           3,000       7.33%        (1)     11/01/03       3,000
                            $12,690                                         $ 5,850
</TABLE>

(1)   Interest only payments.

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

On December 15, 2000,  the  Partnership  refinanced  the mortgage  notes payable
encumbering  Windsor  Hills  Apartments.   The  refinancing   replaced  mortgage
indebtedness of approximately $3,979,000 with a new mortgage of $6,840,000.  The
mortgage was  refinanced at a rate of 7.22% compared to the prior rate of 7.60%.
Payments  of  approximately  $54,000  are due on the  first  day of  each  month
beginning  February  1, 2001 until the loan  matures on January 1, 2021 at which
time the  loan is  scheduled  to be  fully  amortized.  Capitalized  loan  costs
incurred for the refinancing were approximately  $150,000 of which approximately
$68,000 was paid to the Corporate General Partner.  The Partnership  recorded an
extraordinary loss on early extinguishment of debt of approximately  $257,000 as
a result of  unamortized  loan costs and  unamortized  mortgage  discount  being
written off and, the payment of a prepayment penalty of approximately $145,000.

On September 14, 2000, the  Partnership  sold Heritage  Pointe  Apartments to an
unaffiliated  third party. A portion of the sales proceeds was used to repay the
remaining  principal  balance  of  the  mortgage  encumbering  the  property  of
approximately $1,399,000.  (See Item 6. "Management's Discussion and Analysis or
Plan of Operations" for further details).

Rental Rates and Occupancy

Average  annual  rental rates and  occupancy for 2000 and 1999 for each property
are as follows:

                                    Average Annual               Average Annual
                                     Rental Rates                  Occupancy
                                      (per unit)
 Properties                      2000             1999          2000        1999

 Quail Hollow                   $ 7,042         $ 6,790         94%          94%

 Windsor Hills                    6,727           6,497         95%          95%

 Stone Mountain West             10,174           9,575         95%          95%

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 2000 for each property were as follows:

                                                2000            2000
                                               Billing          Rate
                                           (in thousands)

       Quail Hollow                             $ 73           27.81%

       Windsor Hills                              91             .88%

       Stone Mountain West                        77            4.60%

Capital Improvements:

Quail Hollow Apartments:  The Partnership  completed  approximately  $485,000 in
capital  expenditures at Quail Hollow  Apartments during the year ended December
31, 2000, consisting primarily of floor covering and roof replacements, exterior
painting,  and plumbing and interior building  improvements.  These improvements
were funded primarily from Partnership reserves and operations.  The Partnership
is currently  evaluating the capital  improvement  needs of the property for the
upcoming year. The minimum amount to be budgeted is expected to be $275 per unit
or $59,125.  Additional  improvements  may be considered  and will depend on the
physical  condition  of  the  property  as  well  as  replacement  reserves  and
anticipated cash flow generated by the property.

Windsor Hills Apartments:  The Partnership completed  approximately  $234,000 in
capital  expenditures at Windsor Hills Apartments during the year ended December
31, 2000,  consisting  primarily of floor  covering and appliance  replacements,
parking lot upgrades,  structural building improvements,  and major landscaping.
These   improvements  were  funded  primarily  from  Partnership   reserves  and
operations.  The  Partnership is currently  evaluating  the capital  improvement
needs of the property for the upcoming  year.  The minimum amount to be budgeted
is  expected  to be $275 per unit or  $82,500.  Additional  improvements  may be
considered and will depend on the physical  condition of the property as well as
replacement reserves and anticipated cash flow generated by the property.

Stone Mountain West Apartments: The Partnership completed approximately $185,000
in capital  expenditures at Stone Mountain West Apartments during the year ended
December  31,  2000,  consisting  primarily  of  floor  covering  and  appliance
replacements,  plumbing upgrades, and major landscaping. These improvements were
funded  primarily from Partnership  reserves and operations.  The Partnership is
currently  evaluating  the capital  improvement  needs of the  property  for the
upcoming year. The minimum amount to be budgeted is expected to be $275 per unit
or $39,050.  Additional  improvements  may be considered  and will depend on the
physical  condition  of  the  property  as  well  as  replacement  reserves  and
anticipated cash flow generated by the property.

Heritage Point Apartments:  Prior to its sale in September 2000 (see "Note H" to
the  financial  statements  included  in "Item 7"),  the  Partnership  completed
approximately $60,000 in capital expenditures consisting primarily of structural
improvements,  floor covering and appliance  replacements  and air  conditioning
unit replacements.

The capital improvements planned for 2001 at the Partnership  properties will be
made only to the  extent  of cash  available  from  operations  and  Partnership
reserves.  To the extent that such budgeted capital  improvements are completed,
the Registrant's  distributable  cash flow, if any, may be adversely affected at
least in the short term.

Item 3.  Legal Proceedings

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

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Corporate  General Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Corporate  General  Partner and its  affiliates  filed a
demurrer to the third amended complaint.  The Corporate General Partner does not
anticipate  that  costs  associated  with  this  case  will be  material  to the
Partnership's overall operations.

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

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

During the quarter ended December 31, 2000, no matter was submitted to a vote of
unit holders through the solicitation of proxies or otherwise.

                                     PART II

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

The Partnership,  a publicly-held  limited partnership,  offered and sold 15,000
limited partnership units aggregating $15,000,000 including 100 units which were
purchased by the Corporate  General Partner.  The Partnership  currently has 358
holders  of  record  owning an  aggregate  of 15,000  Units.  Affiliates  of the
Corporate  General Partner own 11,758 units or approximately  78.39% at December
31, 2000. No public  trading  market has developed for the Units,  and it is not
anticipated that such a market will develop in the future.

The following table sets forth the distributions made by the Partnership for the
years ended  December 31, 1999 and 2000,  as well as  subsequent to December 31,
2000. (See Item 6. Management's Discussion and Analysis or Plan of Operation for
further details).

                                                Distributions
                                                           Per Limited
                                        Aggregate        Partnership Unit

       01/01/99 - 12/31/99             $1,300,000 (1)        $ 85.80
       01/01/00 - 12/31/00              6,119,000 (2)         406.40
      Subsequent to 12/31/00              909,000 (1)          60.00

(1)   Distributions were made from cash from operations.

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

Future cash  distributions  will depend on the levels of net cash generated from
operations,   the  availability  of  cash  reserves,  and  the  timing  of  debt
maturities,  refinancings, and/or property sales. There can be no assurance that
the Partnership will generate  sufficient funds from operations,  after required
capital expenditures,  to permit any additional distributions to its partners in
2001 or subsequent  periods.  See "Item 2.  Description  of Properties - Capital
Improvements" for information  relating to anticipated  capital  expenditures at
the  properties.  Distributions  may be restricted by the requirement to deposit
net operating  income (as defined in the mortgage note) into the Reserve Account
until the  Reserve  Account  is  funded  in an amount  equal to $300 to $325 per
apartment unit for Quail Hollow and Stone Mountain West, for a total of $107,100
to  $116,000.  As  of  December  31,  2000,  the  Partnership  has  deposits  of
approximately $166,000 in its reserve accounts.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 11,758 limited partnership
units in the Partnership  representing 78.39% of the outstanding units. A number
of these  units were  acquired  pursuant  to tender  offers made by AIMCO or its
affiliates.  It is possible that AIMCO or its  affiliates  will make one or more
additional offers to acquire  additional  limited  partnership  interests in the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO. Under the Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled to take action with  respect to a variety of matters,  which
would  include  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the Corporate General Partner.  As a
result  of its  ownership  of  78.39% of the  outstanding  units,  AIMCO is in a
position to influence all voting decisions with respect to the Registrant.  When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner favorable to the interest of the Corporate General Partner because of its
affiliation with the Corporate General Partner.

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

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

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

Results of Operations

The   Registrant's  net  income  for  the  year  ended  December  31,  2000  was
approximately  $2,757,000,  as compared to approximately $1,254,000 for the year
ended  December 31, 1999. The increase in net income for the year ended December
31, 2000 is primarily due to the increase in total  revenues  resulting from the
gain on sale of Heritage Pointe Apartments.

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

Excluding the impact of the sale and operations of Heritage  Pointe  Apartments,
net income  decreased  approximately  $266,000  for the year ended  December 31,
2000,  compared to the corresponding  period in 1999. The decrease in net income
for the year was primarily due to the  recognition of an  extraordinary  loss of
approximately   $257,000  on  the  early  extinguishment  of  debt  due  to  the
refinancing of the first and second  mortgages at Windsor Hills  Apartments (see
"Liquidity and Capital Resources"). In addition, the decrease was also due to an
increase in total expenses  partially  offset by an increase in total  revenues.
The increase in total  revenues was due to an increase in both rental income and
other income.  Rental income increased as a result of an increase in the average
annual rental rates at all of the Registrant's  remaining investment properties.
Other  income  increased  due to an increase  in  interest  income at all of the
remaining investment properties.

Total expense increased  primarily due to an increase in depreciation,  property
tax and general and  administrative  expenses  partially offset by a decrease in
interest  expenses.  Depreciation  expense  increased at all of the Registrant's
remaining  properties  due to an  increase  in  depreciable  assets  placed into
service  during 1999 and 2000. The increase in property tax expense is due to an
increase  in the tax rate and the timing of the  receipt of  property  tax bills
from which the  Partnership  based its  estimates of expense for Stone  Mountain
West  Apartments.  The decrease in interest  expense was due to normal principal
payments on the first mortgage  encumbering Windsor Hills Apartments,  and, to a
lesser extent,  the  refinancing of both mortgages at this property as discussed
in "Liquidity and Capital Resources".

General and  administrative  expenses  increased for the year ended December 31,
2000 as a  result  of an  increase  in the  cost  of  services  included  in the
management  reimbursements to the Corporate General Partner as allowed under the
Partnership  Agreement.  In addition,  costs  associated  with the quarterly and
annual  communications  with  investors and  regulatory  agencies and the annual
audit required by the Partnership Agreement are also included.

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

Liquidity and Capital Resources

At  December  31,  2000,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $527,000  compared to  approximately  $1,748,000  at December 31,
1999,  a decrease of  approximately  $1,221,000.  The  decrease in cash and cash
equivalents  is due to  approximately  $5,140,000  of  cash  used  in  financing
activities  which was  partially  offset  by  approximately  $2,387,000  of cash
provided by investing  activities and approximately  $1,532,000 of cash provided
by operating  activities.  Cash used in financing activities consisted primarily
of distributions to partners and to a lesser extent, debt extinguishment  costs,
principal   payments  made  on  the  mortgages   encumbering  the  Partnership's
properties,  loan  costs  and the  repayment  of  mortgages  due to the  sale of
Heritage  Pointe  Apartments  offset  slightly  by  proceeds  received  from the
refinancing  of the  mortgages at Windsor  Hills  Apartments.  Cash  provided by
investing  activities consisted of net proceeds from the sale of Heritage Pointe
Apartments and net  withdrawals  from  restricted  escrows  partially  offset by
property  improvements  and  replacements.  The  Registrant  invests its working
capital reserves in interest-bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the various  properties  to  adequately  maintain  the
physical  assets and other  operating needs of the Registrant and to comply with
Federal, state, and local legal and regulatory requirements.  The Partnership is
currently  evaluating  the capital  improvement  needs of the properties for the
upcoming  year.  The  minimum to be  budgeted is expected to be $275 per unit or
$180,675.  Additional  capital  improvements  will be  incurred  only if cash is
available from  operations  and  Partnership  reserves.  To the extent that such
budgeted capital  improvements are completed,  the  Partnership's  distributable
cash flow, if any, may be adversely affected at least in the short term.

On December 15, 2000,  the  Partnership  refinanced  the mortgage  notes payable
encumbering  Windsor  Hills  Apartments.   The  refinancing   replaced  mortgage
indebtedness of approximately $3,979,000 with a new mortgage of $6,840,000.  The
mortgage was  refinanced at a rate of 7.22% compared to the prior rate of 7.60%.
Payments  of  approximately  $54,000  are due on the  first  day of  each  month
beginning  February  1, 2001 until the loan  matures on January 1, 2021 at which
time the  loan is  scheduled  to be  fully  amortized.  Capitalized  loan  costs
incurred for the refinancing were approximately $150,000 of which, approximately
$68,000 was paid to the Corporate General Partner.  The Partnership  recorded an
extraordinary loss on early extinguishment of debt of approximately  $257,000 as
a result of  unamortized  loan costs and  unamortized  mortgage  discount  being
written off and a prepayment penalty of approximately $145,000.

The  Registrant's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Partnership.  The mortgage
indebtedness of approximately $12,690,000 is amortized over varying periods with
required balloon payments  totaling  $5,850,000 due November 2003. The Corporate
General  Partner will attempt to refinance  such remaining  indebtedness  and/or
sell the properties  prior to such maturity  date. If the  properties  cannot be
refinanced or sold for a sufficient  amount, the Registrant may risk losing such
properties through foreclosure.

During  the  year  ended  December  31,  2000,  distributions  of  approximately
$6,119,000 were paid to investors.  Approximately $1,482,000 ($98.80 per limited
partnership  unit) was paid to the limited  partners  from the sale  proceeds of
Heritage  Pointe  Apartments.  Approximately  $2,367,000  ($157.80  per  limited
partnership unit) was paid to the limited partners from the refinancing proceeds
of Windsor Hills Apartments.  Approximately $2,270,000 (approximately $2,247,000
per  limited  partner or $149.80  per  limited  partnership  unit) was paid from
operations.  During the year ended December 31, 1999,  cash  distributions  from
operations of  approximately  $1,300,000  (approximately  $1,287,000 per limited
partner or $85.80  per  limited  partnership  unit)  were  paid.  Subsequent  to
December  31,  2000,  the  Partnership  declared  and paid a  distribution  from
operations  of  approximately  $909,000  (approximately  $900,000 to the limited
partners or $60.00 per limited partnership unit). The Registrant's  distribution
policy is reviewed  on a quarterly  basis.  There can be no  assurance  that the
Registrant  will generate  sufficient  funds from  operations to permit  further
distributions to its partners in 2001 or subsequent  periods.  Distributions may
be restricted by the requirement to deposit net operating  income (as defined in
the mortgage note) into the Reserve  Account until the Reserve Account is funded
in an amount equal to $300 to $325 per apartment unit for Quail Hollow and Stone
Mountain West for a total of $107,100 to $116,000.  As of December 31, 2000, the
Partnership had deposits of approximately $166,000 in its reserve accounts.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 11,758 limited partnership
units in the Partnership  representing 78.39% of the outstanding units. A number
of these  units were  acquired  pursuant  to tender  offers made by AIMCO or its
affiliates.  It is possible that AIMCO or its  affiliates  will make one or more
additional offers to acquire  additional  limited  partnership  interests in the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO. Under the Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled to take action with  respect to a variety of matters,  which
would  include  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the Corporate General Partner.  As a
result  of its  ownership  of  78.39% of the  outstanding  units,  AIMCO is in a
position to influence all voting decisions with respect to the Registrant.  When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner favorable to the interest of the Corporate General Partner because of its
affiliation with the Corporate General Partner.


<PAGE>


Item 7.     Financial Statements


SHELTER PROPERTIES I

LIST OF FINANCIAL STATEMENTS


Report of Ernst & Young LLP, Independent Auditors

Consolidated Balance Sheet - December 31, 2000

Consolidated Statements of Operations - Years ended December 31, 2000 and 1999

Consolidated  Statements of Changes in Partners'  Deficit - Years ended December
31, 2000 and 1999

Consolidated Statements of Cash Flows - Years ended December 31, 2000 and 1999

Notes to Consolidated Financial Statements


<PAGE>


                 Report of Ernst & Young LLP, Independent Auditors



The Partners
Shelter Properties I


We  have  audited  the  accompanying   consolidated  balance  sheet  of  Shelter
Properties I as of December 31, 2000, 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, 2000. These financial  statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the consolidated financial position of Shelter Properties
I at December 31, 2000, and the  consolidated  results of its operations and its
cash flows for each of the two years in the period ended  December 31, 2000,  in
conformity with accounting principles generally accepted in the United States.

                                                           /s/ ERNST & YOUNG LLP



Greenville, South Carolina
March 2, 2001


<PAGE>

                              SHELTER PROPERTIES I

                           CONSOLIDATED BALANCE SHEET
                          (in thousands, except unit data)

                                December 31, 2000

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $  527
   Receivables and deposits                                                     622
   Restricted escrows                                                           171
   Other assets                                                                 275
   Investment properties (Notes C & F):
      Land                                                    $ 1,189
      Buildings and related personal property                  17,318
                                                               18,507
      Less accumulated depreciation                           (12,927)        5,580
                                                                            $ 7,175

Liabilities and Partners' Deficit
Liabilities
      Accounts payable                                                       $  143
      Tenant security deposit liabilities                                       120
      Accrued property taxes                                                     73
      Other liabilities                                                         252
      Mortgage notes payable (Note C)                                        12,690

Partners' Deficit
   General partners                                            $ (47)
   Limited partners (15,000 units issued and
      outstanding)                                             (6,056)       (6,103)
                                                                            $ 7,175

           See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>


                              SHELTER PROPERTIES I

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



                                                                Year Ended
                                                               December 31,
                                                             2000         1999
Revenues:
   Rental income                                            $ 5,150      $ 5,205
   Other income                                                 341          286
   Gain on sale of investment property (Note H)               1,923           --
       Total revenues                                         7,414        5,491

Expenses:
   Operating                                                  2,103        2,156
   General and administrative                                   308          186
   Depreciation                                                 718          689
   Interest                                                     894          956
   Property taxes                                               300          250
       Total expenses                                         4,323        4,237

Income before extraordinary item                              3,091        1,254
Extraordinary loss on early extinguishment
  of debt (Notes C & H)                                        (334)          --

   Net income (Note D)                                      $ 2,757      $ 1,254

Net income allocated to general partners (1%)               $    28      $    13
Net income allocated to limited partners (99%)                2,729        1,241

   Net income                                               $ 2,757      $ 1,254

Net income per limited partnership unit:
   Income before extraordinary item                         $204.00      $ 82.73
   Extraordinary item                                        (22.07)          --
Net income                                                  $181.93      $ 82.73

Distribution per limited partnership                        $406.40      $ 85.80


           See Accompanying Notes to Consolidated Financial Statements


<PAGE>


                              SHELTER PROPERTIES I

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



                                        Limited
                                       Partnership    General     Limited
                                          Units       Partners   Partners     Total

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

Partners' deficit at
  December 31, 1998                       15,000       $ (52)    $(2,643)    $(2,695)

Distributions to partners                     --          (13)    (1,287)     (1,300)

Net income for the year ended
  December 31, 1999                           --           13      1,241       1,254

Partners' deficit at
  December 31, 1999                       15,000          (52)    (2,689)     (2,741)

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

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

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

           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,
                                                                  2000        1999
Cash flows from operating activities:
<S>                                                             <C>         <C>
   Net income                                                   $ 2,757     $ 1,254
   Adjustments to reconcile net income to net
     cash provided by operating activities:
        Depreciation                                                718         689
        Amortization of discounts and loan costs                     85          93
        Gain on sale of investment property                      (1,923)         --
        Extraordinary loss on early extinguishment of debt          334          --
        Change in accounts:
            Receivables and deposits                               (325)        (30)
            Other assets                                              9         (45)
            Accounts payable                                        (39)         57
            Tenant security deposit liabilities                     (27)         13
            Accrued property taxes                                   25         (26)
            Other liabilities                                       (82)         48
               Net cash provided by operating activities          1,532       2,053

Cash flows from investing activities:
   Property improvements and replacements                          (919)       (932)
   Net withdrawals from restricted escrows                          330         393
   Net proceeds from sale of investment property                  2,976          --
               Net cash provided by (used in) investing
                   activities                                     2,387        (539)

Cash flows from financing activities:
   Payments on mortgage notes payable                              (146)       (148)
   Distributions to partners                                     (6,119)     (1,300)
   Debt extinguishment costs                                       (187)         --
   Proceeds from refinancing                                      6,840          --
   Loan costs                                                      (150)         --
   Repayment of mortgage notes payable                           (5,378)         --
               Net cash used in financing activities             (5,140)     (1,448)

Net (decrease) increase in cash and cash equivalents             (1,221)         66
Cash and cash equivalents at beginning of period                  1,748       1,682
Cash and cash equivalents at end of period                      $   527     $ 1,748
Supplemental disclosure of cash flow information:
   Cash paid for interest                                       $   844     $   851
Supplemental disclosure of non cash flow information:
   Property improvements and replacements included in
     accounts payable                                           $    45     $    --

           See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>
                              SHELTER PROPERTIES I

                     Notes to Consolidated Financial Statements

                                December 31, 2000


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") (see "Note B - Transfer of
Control"). The only other general partner of the Partnership was N. Barton Tuck,
Jr. Mr.  Tuck was not an  affiliate  of the  Corporate  General  Partner and was
effectively   prohibited  by  the  Partnership's   partnership   agreement  (the
"Partnership   Agreement")   from   participating   in  the  management  of  the
Partnership.  In June 1999,  Mr.  Tuck's  general  partnership  interest  in the
Registrant  was  purchased  by  AIMCO  Properties,  L.P.,  an  affiliate  of the
Corporate General Partner and AIMCO. The directors and officers of the Corporate
General  Partner also serve as executive  directors  of AIMCO.  The  Partnership
commenced  operations on July 3, 1980 and completed its acquisition of apartment
properties  during December 1980. The Partnership owns three properties  located
in South Carolina, Virginia and Georgia. The Partnership Agreement provides that
the Partnership is to terminate on December 31, 2019 unless  terminated prior to
such date.

Principles of Consolidation

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

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles 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  provides  that net cash from  operations  means  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. The
following is a reconciliation of this subtotal in the accompanying  consolidated
statements of cash flows  captioned "net cash provided by operating  activities"
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,
                                                            2000         1999
                                                              (in thousands)

Net cash provided by operating activities                 $ 1,532       $2,053
   Property improvements and replacements                    (919)        (932)
   Payments on mortgage notes payable                        (146)        (148)
   Changes in reserves for net operating liabilities          439          (17)
   Changes in restricted escrows, net                         330          393
   Additional operating reserves                             (327)        (849)
      Net cash from operations                             $ 909         $ 500

The Corporate  General Partner reserved  approximately  $327,000 and $849,000 at
December  31, 2000 and 1999,  respectively,  to fund  capital  improvements  and
repairs at its properties.

Distributions made from reserves no longer considered necessary by the Corporate
General  Partner are  considered to be additional  net cash from  operations for
allocation  purposes.  The following table sets forth the distributions  made by
the  Partnership  for the years ended  December  31,  1999 and 2000,  as well as
subsequent to December 31, 2000.

                                                Distributions
                                                           Per Limited
                                        Aggregate        Partnership Unit

       01/01/99 - 12/31/99             $1,300,000 (1)        $ 85.80
       01/01/00 - 12/31/00              6,119,000 (2)         406.40
      Subsequent to 12/31/00              909,000 (1)          60.00

(1)      Distributions were made from cash from operations.

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

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

All  distributions of distributable  net proceeds (as defined in the Partnership
Agreement) from property  dispositions and refinancings will be allocated to the
limited  partners  until each limited  partner has received an amount equal to a
cumulative 7% per annum of the average of the limited partners' adjusted capital
value,   less  any  prior   distributions   of  net  cash  from  operations  and
distributable net proceeds, and has also received an amount equal to the limited
partners' adjusted capital value. Thereafter, the general partners receive 1% of
the selling prices of properties sold where they acted as a broker, and then the
limited  partners  will  be  allocated  85% of any  remaining  distributions  of
distributable  net  proceeds  and the  general  partners  will  receive  15%. At
December 31, 2000,  approximately  $58,000 of proceeds from the  refinancing  of
Windsor Hills Apartments remained undistributed.

Distributions  may be  restricted  by the  requirement  to deposit net operating
income (as  defined in the  mortgage  note) into the Reserve  Account  until the
Reserve  Account is funded in an amount equal to $300 to $325 per apartment unit
for Quail Hollow and Stone Mountain West for a total of $107,100 to $116,000. As
of December 31, 2000, the Partnership has deposits of approximately  $166,000 in
its reserve accounts.

Allocation of Profits, Gains and Losses

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

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

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

All  losses,  including  losses  attributable  to  property  dispositions,   are
allocated  99%  to  the  limited  partners  and  1%  to  the  general  partners.
Accordingly,  net income as shown in the statements of operations and changes in
partners'  deficit for 2000 and 1999 were allocated 99% to the limited  partners
and 1% to the general partners. Net income per limited partnership unit for each
such year was  computed  as 99% of net income  divided by 15,000  average  units
outstanding.

Other Reserves

The Corporate  General  Partner may designate a portion of cash  generated  from
operations as "other  reserves" in determining net cash used in operations.  The
Corporate  General  Partner  designated as other reserves an amount equal to the
net  liabilities  related to the operations of apartment  properties  during the
current  year that are expected to require the use of cash during the next year.
The  changes in the other  reserves  during  2000 and 1999 were an  increase  of
approximately  $439,000 and a decrease of approximately  $17,000,  respectively.
These  amounts  were  determined  by  considering  changes  in  the  balance  of
receivables  and  deposits,  other assets,  accounts  payable,  tenant  security
deposit liabilities, accrued property taxes and other liabilities. At this time,
the Corporate General Partner expects to continue to adjust other reserves based
on the net change in the aforementioned account balances.

Fair Value of Financial Instruments

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

Cash and Cash Equivalents

Cash and cash equivalents  include cash on hand, cash in banks, and money market
accounts.  At certain  times,  the amount of cash deposited at a bank may exceed
the limit on insured deposits.  Cash balances include approximately  $266,000 at
December 31, 2000 that are  maintained by the affiliated  management  company on
behalf of affiliated entities in cash concentration accounts.

Restricted Escrows

      Capital Replacement Reserves - In connection with the refinancing of Quail
      Hollow and Stone Mountain West Apartments in 1996,  approximately $606,000
      of the  proceeds  were  designated  as a Repair  Escrow for the funding of
      required capital  improvements and repairs as noted in the loan documents.
      As of December 31, 2000, all repairs were complete;  therefore the balance
      of this account was zero.

      Replacement  Reserves - In connection with the 1996  refinancings of Quail
      Hollow and Stone  Mountain  West  Apartments,  each property is to deposit
      between  $300 and $325 per unit  per year  with the  mortgage  company  to
      establish and maintain a Replacement  Reserve  designated  for repairs and
      replacements at the properties.  At December 31, 2000 this reserve totaled
      approximately $166,000.

Escrows for Taxes and Insurance

All tax escrow funds are designated for the payment of real estate taxes and are
held by the  Partnership.  These funds  totaled  approximately  $112,000 and are
included in receivables and deposits.

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 (1) for real property
over 15 years for  additions  prior to March 16,  1984,  18 years for  additions
after March 15, 1984 and before May 9, 1985,  and 19 years for  additions  after
May 8, 1985, and before  January 1, 1987,  and (2) for personal  property over 5
years for additions  prior to January 1, 1987. As a result of the Tax Reform Act
of 1986, for additions  after December 31, 1986, the modified  accelerated  cost
recovery method is used for depreciation of (1) real property  additions over 27
1/2 years and (2) personal property additions over 5 years.

Loan Costs

Loan  costs  of  approximately  $347,000,   less  accumulated   amortization  of
approximately  $118,000, are included in other assets and are being amortized on
a straight-line basis over the life of the loans.

Tenant Security Deposits

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

Leases

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

Investment Properties

Investment  properties  consist of three  apartment  complexes and are stated at
cost.  Acquisition fees are capitalized as a cost of real estate.  In accordance
with Financial Accounting Standards Board Statement No. 121, "Accounting for the
Impairment of Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed Of,"
the  Partnership   records  impairment  losses  on  long-lived  assets  used  in
operations  when  events and  circumstances  indicate  that the assets  might be
impaired  and the  undiscounted  cash flows  estimated  to be generated by those
assets are less than the carrying  amounts of those  assets.  Costs of apartment
properties  that have  been  permanently  impaired  have  been  written  down to
appraised  value.  No  adjustments  for impairment of value were recorded in the
years ended December 31, 2000 and 1999.

Advertising

The Partnership expenses the costs of advertising as incurred. Advertising costs
of  approximately  $54,000 and $50,000 for the years ended December 31, 2000 and
1999, 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 establishes standards for related
disclosures about products and services,  geographic areas, and major customers.
As defined in SFAS No. 131, the Partnership has only one reportable segment. The
Corporate  General  Partner  believes that  segment-based  disclosures  will not
result  in a  more  meaningful  presentation  than  the  consolidated  financial
statements as currently presented.

Note B - Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia Financial Group, Inc. and Insignia Properties Trust
merged into AIMCO, a publicly traded real estate  investment  trust,  with AIMCO
being the surviving  corporation.  As a result,  AIMCO  acquired 100%  ownership
interest in the Corporate  General Partner.  The Corporate  General Partner does
not believe that this  transaction has had or will have a material effect on the
affairs and operations of the Partnership.

Note C - 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
                                2000        Interest      Rate      Date        Maturity
                                  (in thousands)                             (in thousands)
Properties

<S>                            <C>            <C>        <C>      <C>   <C>     <C>
Quail Hollow Apartments        $ 2,850        $  17      7.33%    11/01/03      $ 2,850

Windsor Hills Apartments         6,840           54      7.22%    01/01/21           --

Stone Mountain West
   Apartments                    3,000           18      7.33%    11/01/03        3,000
                               $12,690        $  89                              $ 5,850
</TABLE>

On December 15, 2000,  the  Partnership  refinanced  the mortgage  notes payable
encumbering  Windsor  Hills  Apartments.   The  refinancing   replaced  mortgage
indebtedness of approximately $3,979,000 with a new mortgage of $6,840,000.  The
mortgage was  refinanced at a rate of 7.22% compared to the prior rate of 7.60%.
Payments  of  approximately  $54,000  are due on the  first  day of  each  month
beginning  February  1, 2001 until the loan  matures on January 1, 2021 at which
time the  loan is  scheduled  to be  fully  amortized.  Capitalized  loan  costs
incurred  for the  refinancing  were  approximately  $150,000.  The  Partnership
recorded an extraordinary loss on early  extinguishment of debt of approximately
$257,000 as a result of unamortized loan costs and unamortized mortgage discount
being written off and a prepayment penalty of approximately $145,000.

On September 14, 2000, the  Partnership  sold Heritage  Pointe  Apartments to an
unaffiliated  third party. A portion of the sales proceeds was used to repay the
remaining  principal  balance  of  the  mortgage  encumbering  the  property  of
approximately  $1,399,000 (see Note H - Sale of Investment  Property for further
details).

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

Scheduled  principal  payments  of the  mortgage  notes  payable  subsequent  to
December 31, 2000 are as follows (in thousands):

                               2001             $   145
                               2002                 169
                               2003               6,032
                               2004                 196
                               2005                 210
                            Thereafter            5,938
                                                $12,690

Note D - 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):

                                                     2000         1999

Net income as reported                             $ 2,757       $1,254
Add (deduct):
   Depreciation differences                            (51)          13
   Change in prepaid rental                            (15)         (17)
   Other                                              (215)          68

Federal taxable income                             $ 2,476       $1,318

Federal taxable income per limited
   partnership unit                                $164.39       $87.01

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              $(6,103)
                  Land and buildings                         1,604
                  Accumulated depreciation                    (611)
                  Syndication fees                           1,895
                  Other                                        263

                  Net liabilities - tax basis              $(2,952)

Note E - Transactions with Affiliated Parties

The  Partnership  has no employees  and is dependent  on the  Corporate  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
partnership  activities.  The  Partnership  Agreement  provides  for (i) certain
payments to affiliates for services and (ii)  reimbursement  of certain expenses
incurred by affiliates on behalf of the Partnership. The following payments were
paid or accrued to the Corporate General Partner and affiliates during the years
ended December 31, 2000 and 1999:

                                                         2000       1999
                                                         (in thousands)
Property management fees (included in operating
  expenses)                                             $ 276      $ 273
Reimbursement for services of affiliates,
  (included in general and administrative
  expenses, and investment properties)                    188         98
Commission on sale of investment property                  31         --
Commission on refinancing of investment property           68         --

During the years ended  December 31, 2000 and 1999,  affiliates of the Corporate
General  Partner were  entitled to receive 5% of gross  receipts from all of the
Partnership's   properties  for  providing  property  management  services.  The
Partnership paid to such affiliates  approximately $276,000 and $273,000 for the
years ended December 31, 2000 and 1999, respectively.

An  affiliate  of  the  Corporate  General  Partner  received  reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $188,000 and
$98,000 for the years ended December 31, 2000 and 1999, respectively.

Related to the sale of  Heritage  Pointe  Apartments,  approximately  $31,000 of
commissions  to the  Corporate  General  Partner  was accrued and is included in
other liabilities on the accompanying consolidated balance sheet at December 31,
2000 along with unpaid  commissions from past sales of  approximately  $101,000.
These  commissions are payable when certain levels of return are received by the
limited partners.

Related to the  refinancing  of the mortgage notes payable  encumbering  Windsor
Hills Apartments  approximately $68,000 of commissions was paid to the Corporate
General Partner.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 11,758 limited partnership
units in the Partnership  representing 78.39% of the outstanding units. A number
of these  units were  acquired  pursuant  to tender  offers made by AIMCO or its
affiliates.  It is possible that AIMCO or its  affiliates  will make one or more
additional offers to acquire  additional  limited  partnership  interests in the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO. Under the Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled to take action with  respect to a variety of matters,  which
would  include  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the Corporate General Partner.  As a
result  of its  ownership  of  78.39% of the  outstanding  units,  AIMCO is in a
position to influence all voting decisions with respect to the Registrant.  When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner favorable to the interest of the Corporate General Partner because of its
affiliation with the Corporate General Partner.

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

                                                       Initial Cost
                                                      To Partnership
                                                      (in thousands)

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

<S>                                   <C>          <C>         <C>             <C>
Quail Hollow Apartments               $ 2,850      $   459     $ 3,754         $ 1,945
Windsor Hills Apartments                6,840          520       4,575           2,156
Stone Mountain West Apartments          3,000          210       3,408           1,480
     Total                            $12,690      $ 1,189     $11,737         $ 5,581
</TABLE>

<TABLE>
<CAPTION>

                              Gross Amount At Which Carried
                                   At December 31, 2000
                                      (in thousands)

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

<S>                <C>      <C>       <C>        <C>           <C>       <C>   <C>    <C>
Quail Hollow       $ 459    $ 5,699   $ 6,158    $ 4,181       1973      09/01/80     5-34
Windsor Hill         520      6,731     7,251      5,041       1973      09/01/80     5-30
Stone Mountain
 West                210      4,888     5,098      3,705       1972      12/31/80     5-37
     Totals        $1,189   $17,318   $18,507    $12,927
</TABLE>

Reconciliation of "Real Estate and Accumulated Depreciation":

                                                     December 31,
                                                   2000         1999
                                                    (in thousands)

Real Estate

Balance at beginning of year                      $21,297      $20,365
    Property improvements                             964          932
    Dispositions of assets                         (3,754)          --
Balance at end of year                            $18,507      $21,297

Accumulated Depreciation

Balance at beginning of year                      $14,919      $14,230
    Additions charged to expense                      718          689
    Disposal of assets                             (2,710)          --
Balance at end of year                            $12,927      $14,919

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2000 and 1999,  is  approximately  $20,111,000  and  $23,188,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December 31, 2000 and 1999, is  approximately  $13,538,000  and  $15,521,000,
respectively.

Note G - Distributions

During  the  year  ended  December  31,  2000,  distributions  of  approximately
$6,119,000 were paid to investors.  Approximately $1,482,000 ($98.80 per limited
partnership  unit) was paid to the limited  partners  from the sale  proceeds of
Heritage  Pointe  Apartments.  Approximately  $2,367,000  ($157.80  per  limited
partnership unit) was paid to the limited partners from the refinancing proceeds
of Windsor Hills Apartments.  Approximately $2,270,000 (approximately $2,247,000
per  limited  partner or $149.80  per  limited  partnership  unit) was paid from
operations.  During the year ended December 31, 1999,  cash  distributions  from
operations of  approximately  $1,300,000  (approximately  $1,287,000 per limited
partner or $85.80 per limited  partnership  unit).  Subsequent  to December  31,
2000,  the  Partnership  declared and paid a  distribution  from  operations  of
approximately $909,000 (approximately $900,000 per limited partner or $60.00 per
limited partnership unit).

Note H - Sale of Investment Property

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

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

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

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

The following pro-forma  information  reflects the operations of the Partnership
for the twelve months ended  December 31, 2000 and 1999,  as if Heritage  Pointe
Apartments had been sold January 1, 1999.

                                                 2000             1999
                                             (unaudited)       (unaudited)
      Revenues (in thousands)                   $4,920            $4,695
      Net Income (in thousands)                    850             1,116
      Income per limited partnership unit        56.14             73.67


Note I - Legal Proceedings

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

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Corporate  General Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Corporate  General  Partner and its  affiliates  filed a
demurrer to the third amended complaint.  The Corporate General Partner does not
anticipate  that  costs  associated  with  this  case  will be  material  to the
Partnership's overall operations.

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

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

         None.

                                    PART III


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

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

Name                        Age    Position

Patrick J. Foye              43    Executive Vice President and Director

Martha L. Long               41    Senior Vice President and Controller

Patrick J. Foye has been  Executive Vice President and Director of the Corporate
General  Partner  since October 1, 1998.  Mr. Foye has served as Executive  Vice
President  of AIMCO  since May 1998.  Prior to  joining  AIMCO,  Mr.  Foye was a
partner in the law firm of Skadden, Arps, Slate, Meagher & Flom LLP from 1989 to
1998 and was  Managing  Partner  of the  firm's  Brussels,  Budapest  and Moscow
offices from 1992  through  1994.  Mr. Foye is also Deputy  Chairman of the Long
Island  Power   Authority  and  serves  as  a  member  of  the  New  York  State
Privatization  Council.  He received a B.A. from Fordham College and a J.D. from
Fordham University Law School.

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

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

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

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

The executive  officers and director of the Corporate  General Partner discussed
with the  Partnership's  independent  auditors  the overall  scope and plans for
their audit. In reliance on the reviews and discussions  referred to above,  the
executive  officers and director of the Corporate  General  Partner has approved
the  inclusion of the audited  financial  statements  in the Form 10-KSB for the
year  ended  December  31,  2000 for filing  with the  Securities  and  Exchange
Commission.

The Corporate  General Partner has reappointed  Ernst & Young LLP as independent
auditors to audit the financial  statements of the  Partnership  for the current
fiscal  year.  Fees for the last  fiscal  year were  annual  audit  services  of
approximately  $50,000  and  non-audit  services  (principally  tax-related)  of
approximately $27,000.

Item 10. Executive Compensation

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

Item 11. Security Ownership of Certain Beneficial Owners and Management

Except as noted below, as of December 31, 2000, no person or entity was known to
own of record or beneficially  more than 5% of the Limited  Partnership Units of
the Registrant.

                                           Number of Units      Percentage

           Cooper River Properties, LLC          1,145             7.64%
             (an affiliate of AIMCO)
           Insignia Properties, LP               5,864            39.09%
             (an affiliate of AIMCO)
           AIMCO Properties, LP                  4,749            31.66%
             (an affiliate of AIMCO)

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

AIMCO  Properties,  LP is  indirectly  ultimately  owned by AIMCO.  Its business
address is 2000 South Colorado Blvd., Denver, Colorado 80222.

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

Item 12. Certain Relationships and Related Transactions

The  Partnership  has no employees  and is dependent  on the  Corporate  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
partnership  activities.  The  Partnership  Agreement  provides  for (i) certain
payments to affiliates for services and (ii)  reimbursement  of certain expenses
incurred by affiliates on behalf of the Partnership. The following payments were
paid or accrued to the Corporate General Partner and affiliates during the years
ended December 31, 2000 and 1999:

                                                         2000       1999
                                                         (in thousands)

Property management fees                                $ 276      $ 273
Reimbursement for services of affiliates                  188         98
Commission on sale of property                             31         --
Commission on refinancing of investment property           68         --

During the years ended  December 31, 2000 and 1999,  affiliates of the Corporate
General  Partner were  entitled to receive 5% of gross  receipts from all of the
Partnership's   properties  for  providing  property  management  services.  The
Partnership paid to such affiliates  approximately $276,000 and $273,000 for the
years ended December 31, 2000 and 1999, respectively.

An  affiliate  of  the  Corporate  General  Partner  received  reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $188,000 and
$98,000 for the years ended December 31, 2000 and 1999, respectively.

Related to the sale of  Heritage  Pointe  Apartments,  approximately  $31,000 of
commissions  to the  Corporate  General  Partners was accrued and is included in
other liabilities on the accompanying consolidated balance sheet at December 31,
2000 along with unpaid  commissions from past sales of  approximately  $101,000.
These  commissions are payable when certain levels of return are received by the
limited partners.

Related to the  refinancing  of the mortgage notes payable  encumbering  Windsor
Hills Apartments  approximately $68,000 of commissions was paid to the Corporate
General Partner.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 11,758 limited partnership
units in the Partnership  representing 78.39% of the outstanding units. A number
of these  units were  acquired  pursuant  to tender  offers made by AIMCO or its
affiliates.  It is possible that AIMCO or its  affiliates  will make one or more
additional offers to acquire  additional  limited  partnership  interests in the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO. Under the Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled to take action with  respect to a variety of matters,  which
would  include  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the Corporate General Partner.  As a
result  of its  ownership  of  78.39% of the  outstanding  units,  AIMCO is in a
position to influence all voting decisions with respect to the Registrant.  When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner favorable to the interest of the Corporate General Partner because of its
affiliation with the Corporate General Partner.

Item 13.  Exhibits and Reports on Form 8-K

      (a)   Exhibits:

          10(iii)(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.

      (b)   Reports on Form 8-K filed in the fourth quarter of 2000:

            Form 8-K  dated  September  14,  2000 and filed on  October  4, 2000
            disclosing sale of Heritage Pointe Apartments by the Partnership.


<PAGE>


                                   SIGNATURES



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


                                    SHELTER PROPERTIES I


                                    By:   Shelter Realty I Corporation
                                          Corporate General Partner

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

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

                                    Date: April 2, 2001


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

/s/Patrick J. Foye      Executive Vice President      Date: April 2, 2001
Patrick J. Foye         and Director

/s/Martha L. Long       Senior Vice President         Date: April 2, 2001
Martha L. Long          and Controller



<PAGE>


                                  EXHIBIT INDEX



Exhibit

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

3    See Exhibit 4(a)

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

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

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

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

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

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

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

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

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

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

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

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

                  ***Filed as Exhibit  12(d),  to  Amendment  No. 1 to
                  Registration Statement,  No.  2-67384,  of  Registrant  filed
                  July 3, 1980 and incorporated herein by reference.

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

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

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

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

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

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

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

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

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

10(iii) Contracts related to refinancing the debt:

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

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

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

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

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

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

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

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

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

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

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

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

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

     (l)  Multifamily Note secured by a Mortgage or Deed of Trust dated December
          15, 2000 between Windsor Hills I, LP and Reilly  Mortgage Group,  Inc.
          relating to Windsor Hills Apartments as filed herein.

22   Subsidiaries of the Registrant.

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

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


<PAGE>

                                   EXHIBIT 22

                              SHELTER PROPERTIES I

                                 Subsidiary List



                                       State of Incorporation/
         Name of Subsidiary                   Formation                   Date

Windsor I Limited Partnership                  Delaware                   1992

Shelter I GP Limited Partnership                                          1992

<PAGE>
                                                              EXHIBIT 10(iii)(l)

                                                        FHLMC Loan No. 002689677
                                                      (Windsor Hills Apartments)

                                MULTIFAMILY NOTE
                         (MULTISTATE - REVISION DATE 11-01-2000)


US $6,840,000.00                                       As of December 15, 2000


      FOR VALUE RECEIVED, the undersigned ("Borrower") jointly and severally (if
more than one) promises to pay to the order of REILLY  MORTGAGE  GROUP,  INC., a
District of Columbia corporation, the principal sum of Six Million Eight Hundred
Forty  Thousand  and 00/100  Dollars (US  $6,840,000.00),  with  interest on the
unpaid  principal  balance at the annual  rate of Seven and Two  Hundred  Twenty
Thousandths percent (7.220%).

1. Defined  Terms.  As used in this Note, (i) the term "Lender" means the holder
of this Note, and (ii) the term "Indebtedness"  means the principal of, interest
on,  and any other  amounts  due at any time  under,  this  Note,  the  Security
Instrument  or any other Loan  Document,  including  prepayment  premiums,  late
charges,  default interest, and advances to protect the security of the Security
Instrument under Section 12 of the Security  Instrument.  "Event of Default" and
other  capitalized  terms  used but not  defined  in this  Note  shall  have the
meanings given to such terms in the Security Instrument.

2.  Address for  Payment.  All  payments due under this Note shall be payable at
2000 Corporate Ridge, Suite 925, McLean,  Virginia 22102, or such other place as
may be designated by written notice to Borrower from or on behalf of Lender.

3. Payment of Principal  and Interest.  Principal and interest  shall be paid as
follows:

(a) Unless  disbursement of principal is made by Lender to Borrower on the first
day of the month,  interest for the period beginning on the date of disbursement
and ending on and including the last day of the month in which such disbursement
is made  shall be  payable  simultaneously  with  the  execution  of this  Note.
Interest  under  this Note  shall be  computed  on the  basis of a 360-day  year
consisting of twelve 30-day months.

(b)  Consecutive  monthly  installments  of principal and interest,  each in the
amount of Fifty Three  Thousand Nine Hundred Thirty Seven and 46/100 Dollars (US
$53,937.46),  shall be  payable  on the first  day of each  month  beginning  on
February 1, 2001,  until the entire unpaid principal  balance  evidenced by this
Note is fully paid.

(c) Any accrued interest remaining past due for 30 days or more may, at Lender's
discretion,  be added to and become  part of the unpaid  principal  balance  and
shall  bear  interest  at the  rate or rates  specified  in this  Note,  and any
reference below to "accrued  interest" shall refer to accrued interest which has
not become part of the unpaid  principal  balance.  Any remaining  principal and
interest  shall be due and payable on January 1, 2021 or on any earlier  date on
which the unpaid  principal  balance of this Note  becomes due and  payable,  by
acceleration or otherwise (the "Maturity  Date").  The unpaid principal  balance
shall  continue to bear interest after the Maturity Date at the Default Rate set
forth in this Note until and including the date on which it is paid in full.

(d) Any regularly  scheduled monthly  installment of principal and interest that
is  received  by Lender  before  the date it is due shall be deemed to have been
received on the due date solely for the purpose of calculating interest due.

4.  Application of Payments.  If at any time Lender  receives,  from Borrower or
otherwise,  any amount  applicable  to the  Indebtedness  which is less than all
amounts due and payable at such time,  Lender may apply that  payment to amounts
then due and  payable in any manner and in any order  determined  by Lender,  in
Lender's  discretion.  Borrower  agrees that neither  Lender's  acceptance  of a
payment  from  Borrower in an amount that is less than all amounts  then due and
payable nor Lender's  application of such payment shall  constitute or be deemed
to  constitute  either  a  waiver  of  the  unpaid  amounts  or  an  accord  and
satisfaction.

5. Security.  The Indebtedness is secured,  among other things, by a multifamily
mortgage, deed to secure debt or deed of trust dated as of the date of this Note
(the "Security  Instrument"),  and reference is made to the Security  Instrument
for other rights of Lender as to collateral for the Indebtedness.

6.  Acceleration.  If an Event of Default has  occurred and is  continuing,  the
entire unpaid principal  balance,  any accrued interest,  the prepayment premium
payable under  Paragraph  10, if any, and all other  amounts  payable under this
Note and any other Loan  Document  shall at once become due and payable,  at the
option of Lender,  without  any prior  notice to  Borrower  (except if notice is
required by applicable  law,  then after such notice).  Lender may exercise this
option to accelerate regardless of any prior forbearance.

7. Late  Charge.  If any  monthly  amount  payable  under this Note or under the
Security  Instrument or any other Loan Document is not received by Lender within
ten (10) days after the amount is due (unless  applicable  law requires a longer
period of time before a late  charge may be imposed,  in which event such longer
period shall be  substituted),  Borrower  shall pay to Lender,  immediately  and
without  demand by Lender,  a late  charge  equal to five  percent  (5%) of such
amount  (unless  applicable  law requires a lesser  amount be charged,  in which
event such lesser amount shall be substituted).  Borrower  acknowledges that its
failure to make timely payments will cause Lender to incur  additional  expenses
in servicing and processing  the loan  evidenced by this Note (the "Loan"),  and
that it is extremely  difficult and  impractical to determine  those  additional
expenses.  Borrower  agrees  that  the  late  charge  payable  pursuant  to this
Paragraph  represents a fair and  reasonable  estimate,  taking into account all
circumstances  existing  on the date of this Note,  of the  additional  expenses
Lender will incur by reason of such late payment.  The late charge is payable in
addition  to,  and not in lieu of, any  interest  payable  at the  Default  Rate
pursuant to Paragraph 8.

8. Default Rate. So long as (a) any monthly  installment under this Note remains
past due for thirty  (30) days or more,  or (b) any other  Event of Default  has
occurred and is continuing,  interest under this Note shall accrue on the unpaid
principal  balance from the earlier of the due date of the first unpaid  monthly
installment or the occurrence of such other Event of Default, as applicable,  at
a rate (the "Default  Rate") equal to the lesser of four (4)  percentage  points
above  the rate  stated  in the first  paragraph  of this  Note and the  maximum
interest rate which may be collected from Borrower under  applicable law. If the
unpaid  principal  balance and all accrued  interest are not paid in full on the
Maturity Date, the unpaid principal  balance and all accrued interest shall bear
interest from the Maturity Date at the Default Rate.  Borrower also acknowledges
that its failure to make timely  payments will cause Lender to incur  additional
expenses in servicing and  processing the Loan,  that,  during the time that any
monthly  installment  under this Note is  delinquent  for more than  thirty (30)
days,  Lender will incur  additional costs and expenses arising from its loss of
the use of the money due and from the adverse impact on Lender's ability to meet
its other  obligations and to take advantage of other investment  opportunities,
and that it is extremely difficult and impractical to determine those additional
costs and expenses.  Borrower also  acknowledges  that, during the time that any
monthly installment under this Note is delinquent for more than thirty (30) days
or any other Event of Default has occurred and is  continuing,  Lender's risk of
nonpayment of this Note will be  materially  increased and Lender is entitled to
be compensated for such increased risk. Borrower agrees that the increase in the
rate of interest  payable under this Note to the Default Rate  represents a fair
and reasonable estimate,  taking into account all circumstances  existing on the
date of this Note,  of the  additional  costs and expenses  Lender will incur by
reason of the  Borrower's  delinquent  payment and the  additional  compensation
Lender is entitled to receive for the increased  risks of nonpayment  associated
with a delinquent loan.

9.    Limits on Personal Liability.

(a) Except as otherwise  provided in this  Paragraph 9,  Borrower  shall have no
personal  liability  under this Note, the Security  Instrument or any other Loan
Document for the repayment of the  Indebtedness  or for the  performance  of any
other  obligations  of Borrower  under the Loan  Documents,  and  Lender's  only
recourse for the  satisfaction of the  Indebtedness  and the performance of such
obligations  shall be Lender's  exercise of its rights and remedies with respect
to the Mortgaged  Property and any other  collateral  held by Lender as security
for the Indebtedness. This limitation on Borrower's liability shall not limit or
impair  Lender's  enforcement  of  its  rights  against  any  guarantor  of  the
Indebtedness or any guarantor of any obligations of Borrower.

(b) Borrower shall be personally liable to Lender for the repayment of a portion
of the Indebtedness equal to zero percent (0%) of the original principal balance
of this Note,  plus any other amounts for which Borrower has personal  liability
under this Paragraph 9.

(c) In addition to Borrower's  personal liability under Paragraph 9(b), Borrower
shall be personally  liable to Lender for the repayment of a further  portion of
the  Indebtedness  equal to any loss or damage suffered by Lender as a result of
(1) failure of  Borrower to pay to Lender upon demand  after an Event of Default
all  Rents to which  Lender  is  entitled  under  Section  3(a) of the  Security
Instrument  and the amount of all security  deposits  collected by Borrower from
tenants  then in  residence;  (2)  failure of  Borrower  to apply all  insurance
proceeds and condemnation  proceeds as required by the Security  Instrument;  or
(3)  failure of Borrower to comply  with  Section  14(d) or (e) of the  Security
Instrument relating to the delivery of books and records, statements,  schedules
and reports.

(d) For purposes of determining  Borrower's  personal  liability under Paragraph
9(b) and Paragraph  9(c), all payments made by Borrower or any guarantor of this
Note with respect to the  Indebtedness  and all amounts  received by Lender from
the  enforcement  of its rights under the Security  Instrument  shall be applied
first to the  portion of the  Indebtedness  for which  Borrower  has no personal
liability.

(e) Borrower shall become  personally  liable to Lender for the repayment of all
of the  Indebtedness  upon the  occurrence  of any of the  following  Events  of
Default: (1) Borrower's acquisition of any property or operation of any business
not  permitted  by  Section  33 of  the  Security  Instrument;  (2)  a  Transfer
(including,  but not  limited  to,  a lien or  encumbrance)  that is an Event of
Default  under  Section  21 of the  Security  Instrument,  other than a Transfer
consisting  solely of the  involuntary  removal or  involuntary  withdrawal of a
general  partner in a limited  partnership  or a manager in a limited  liability
company; or (3) fraud or written material  misrepresentation  by Borrower or any
officer,  director,  partner,  member or employee of Borrower in connection with
the  application  for or  creation  of the  Indebtedness  or any request for any
action or consent by Lender.

(f) In addition to any personal  liability for the Indebtedness,  Borrower shall
be  personally  liable to Lender for (1) the  performance  of all of  Borrower's
obligations   under  Section  18  of  the  Security   Instrument   (relating  to
environmental  matters);  (2) the costs of any audit under  Section 14(d) of the
Security  Instrument;  and (3) any  costs  and  expenses  incurred  by Lender in
connection  with the  collection of any amount for which  Borrower is personally
liable under this  Paragraph  9,  including  fees and out of pocket  expenses of
attorneys and expert witnesses and the costs of conducting any independent audit
of Borrower's  books and records to determine the amount for which  Borrower has
personal liability.

(g) To the extent that Borrower has personal  liability  under this Paragraph 9,
Lender may exercise its rights  against  Borrower  personally  without regard to
whether  Lender has exercised any rights  against the Mortgaged  Property or any
other  security,  or pursued any rights  against any  guarantor,  or pursued any
other rights available to Lender under this Note, the Security  Instrument,  any
other Loan  Document or  applicable  law. For purposes of this  Paragraph 9, the
term "Mortgaged Property" shall not include any funds that (1) have been applied
by Borrower as required or  permitted by the  Security  Instrument  prior to the
occurrence  of an  Event of  Default  or (2)  Borrower  was  unable  to apply as
required  or  permitted  by the  Security  Instrument  because of a  bankruptcy,
receivership, or similar judicial proceeding. To the fullest extent permitted by
applicable  law, in any action to enforce  Borrower's  personal  liability under
this  Paragraph  9,  Borrower  waives  any  right  to set off the  value  of the
Mortgaged Property against such personal liability.

10.   Voluntary and Involuntary Prepayments.

(a) A prepayment premium shall be payable in connection with any prepayment (any
receipt by Lender of  principal,  other than  principal  required  to be paid in
monthly installments pursuant to Paragraph 3(b), prior to the scheduled Maturity
Date set forth in Paragraph 3(c)) under this Note as provided below:

(1) Borrower may voluntarily  prepay all of the unpaid principal balance of this
Note on a Business Day  designated as the date for such  prepayment in a written
notice from  Borrower to Lender given at least 30 days prior to the date of such
prepayment.  Such prepayment shall be made by paying (A) the amount of principal
being prepaid,  (B) all accrued  interest,  (C) all other sums due Lender at the
time of such prepayment,  and (D) the prepayment premium calculated  pursuant to
Paragraph  10(c).  For all  purposes  including  the  accrual of  interest,  any
prepayment received by Lender on any day other than the last calendar day of the
month  shall be deemed to have been  received on the last  calendar  day of such
month.  For purposes of this Note,  a "Business  Day" means any day other than a
Saturday,  Sunday  or any other  day on which  Lender is not open for  business.
Unless expressly provided for in the Loan Documents, Borrower shall not have the
option to  voluntarily  prepay  less than all of the unpaid  principal  balance.
However,  if a partial  prepayment  is provided for in the Loan  Documents or is
accepted by Lender in  Lender's  discretion,  a  prepayment  premium  calculated
pursuant to Paragraph 10(c) shall be due and payable by Borrower.

(2) Upon  Lender's  exercise  of any  right of  acceleration  under  this  Note,
Borrower shall pay to Lender, in addition to the entire unpaid principal balance
of this  Note  outstanding  at the  time of the  acceleration,  (A) all  accrued
interest  and  all  other  sums  due  Lender,  and (B)  the  prepayment  premium
calculated pursuant to Paragraph 10(c).

(3) Any  application  by  Lender  of any  collateral  or other  security  to the
repayment of any portion of the unpaid  principal  balance of this Note prior to
the  Maturity  Date and in the absence of  acceleration  shall be deemed to be a
partial prepayment by Borrower, requiring the payment to Lender by Borrower of a
prepayment premium.

(b)  Notwithstanding  the provisions of Paragraph  10(a), no prepayment  premium
shall be payable with respect to (A) any prepayment  made during the period from
one  hundred  eighty  (180)  days  before  the  scheduled  Maturity  Date to the
scheduled  Maturity  Date,  or (B) any  prepayment  occurring as a result of the
application of any insurance  proceeds or condemnation  award under the Security
Instrument.

(c) Any prepayment premium payable under this Note shall be computed as follows:

            (1) If the  prepayment is made between the date of this Note and the
date  that is 180  months  after  the  first  day of the  first  calendar  month
following the date of this Note (the "Yield Maintenance Period"), the prepayment
premium shall be whichever is the greater of subparagraphs (i) and (ii) below:

            (i)   1.0% of the unpaid principal balance of this Note; or

            (ii)  the product obtained by multiplying:

                  (A)   the amount of principal being prepaid,

                  by

                  (B)   the excess  (if any) of the  Monthly  Note Rate over the
                        Assumed Reinvestment Rate,

                  by

                  (C)   the Present Value Factor.

            For purposes of subparagraph  (ii), the following  definitions shall
            apply:

            Monthly Note Rate: one-twelfth (1/12) of the annual interest rate
            of this Note, expressed as a decimal calculated to five digits.

            Prepayment Date: in the case of a voluntary prepayment,  the date on
            which the  prepayment  is made;  in the case of the  application  by
            Lender of  collateral  or  security  to a portion  of the  principal
            balance,  the date of such  application;  and in any other case, the
            date on which Lender  accelerates  the unpaid  principal  balance of
            this Note.

            Assumed  Reinvestment Rate:  one-twelfth (1/12) of the yield rate as
            of the date 5 Business  Days  before  the  Prepayment  Date,  on the
            9.250% U.S.  Treasury  Security due February 1, 2016, as reported in
            The Wall Street Journal,  expressed as a decimal  calculated to five
            digits.  In the event that no yield is published  on the  applicable
            date  for the  Treasury  Security  used  to  determine  the  Assumed
            Reinvestment  Rate,  Lender,  in its  discretion,  shall  select the
            non-callable  Treasury  Security  maturing  in the same  year as the
            Treasury Security specified above with the lowest yield published in
            The  Wall  Street  Journal  as  of  the  applicable   date.  If  the
            publication  of such  yield  rates in The  Wall  Street  Journal  is
            discontinued  for any reason,  Lender shall select a security with a
            comparable rate and term to the Treasury  Security used to determine
            the  Assumed  Reinvestment  Rate.  The  selection  of  an  alternate
            security  pursuant  to this  Paragraph  shall  be  made in  Lender's
            discretion.

            Present Value Factor: the factor that discounts to present value the
            costs  resulting  to Lender from the  difference  in interest  rates
            during the months remaining in the Yield Maintenance  Period,  using
            the Assumed  Reinvestment  Rate as the discount  rate,  with monthly
            compounding, expressed numerically as follows:

                                        [OBJECT OMITTED]

            n = number of months remaining in Yield Maintenance Period

            ARR = Assumed Reinvestment Rate

            (2) If the  prepayment  is made  after the  expiration  of the Yield
Maintenance  Period but before the period set forth in Paragraph 10(b)(A) above,
the  prepayment  premium shall be 1.0% of the unpaid  principal  balance of this
Note.

(d) Any  permitted  or  required  prepayment  of less than the unpaid  principal
balance of this Note shall not extend or postpone the due date of any subsequent
monthly  installments or change the amount of such  installments,  unless Lender
agrees otherwise in writing.

(e) Borrower  recognizes that any prepayment of the unpaid principal  balance of
this Note,  whether  voluntary or  involuntary  or  resulting  from a default by
Borrower,  will result in Lender's incurring loss, including  reinvestment loss,
additional expense and frustration or impairment of Lender's ability to meet its
commitments  to third  parties.  Borrower  agrees to pay to Lender  upon  demand
damages  for the  detriment  caused by any  prepayment,  and  agrees  that it is
extremely  difficult  and  impractical  to ascertain the extent of such damages.
Borrower  therefore  acknowledges  and agrees that the  formula for  calculating
prepayment  premiums set forth in this Note represents a reasonable  estimate of
the damages Lender will incur because of a prepayment.

(f) Borrower further acknowledges that the prepayment premium provisions of this
Note are a material part of the  consideration  for the Loan,  and  acknowledges
that the terms of this Note are in other  respects more favorable to Borrower as
a  result  of the  Borrower's  voluntary  agreement  to the  prepayment  premium
provisions.

11.  Costs and  Expenses.  To the  fullest  extent  allowed by  applicable  law,
Borrower  shall pay all expenses  and costs,  including  fees and  out-of-pocket
expenses  of  attorneys  (including  Lender's  in-house  attorneys)  and  expert
witnesses  and  costs of  investigation,  incurred  by Lender as a result of any
default under this Note or in connection  with efforts to collect any amount due
under  this  Note,  or to  enforce  the  provisions  of any of  the  other  Loan
Documents,  including those incurred in post-judgment  collection efforts and in
any  bankruptcy  proceeding  (including any action for relief from the automatic
stay of any  bankruptcy  proceeding)  or  judicial or  non-judicial  foreclosure
proceeding.

12.  Forbearance.  Any  forbearance  by Lender in exercising any right or remedy
under  this  Note,  the  Security  Instrument,  or any other  Loan  Document  or
otherwise  afforded by applicable  law, shall not be a waiver of or preclude the
exercise of that or any other right or remedy.  The  acceptance by Lender of any
payment after the due date of such  payment,  or in an amount which is less than
the required payment,  shall not be a waiver of Lender's right to require prompt
payment  when due of all other  payments or to exercise any right or remedy with
respect to any  failure to make  prompt  payment.  Enforcement  by Lender of any
security for  Borrower's  obligations  under this Note shall not  constitute  an
election by Lender of remedies so as to preclude the exercise of any other right
or remedy available to Lender.

13.  Waivers.  Presentment,  demand,  notice  of  dishonor,  protest,  notice of
acceleration,  notice of intent to demand or  accelerate  payment  or  maturity,
presentment  for  payment,  notice  of  nonpayment,   grace,  and  diligence  in
collecting  the  Indebtedness  are  waived by  Borrower  and all  endorsers  and
guarantors of this Note and all other third party obligors.

14. Loan Charges. Neither this Note nor any of the other Loan Documents shall be
construed  to create a contract for the use,  forbearance  or detention of money
requiring  payment of interest at a rate greater than the maximum  interest rate
permitted to be charged under applicable law. If any applicable law limiting the
amount of interest or other charges  permitted to be collected  from Borrower in
connection  with the Loan is  interpreted  so that any  interest or other charge
provided for in any Loan  Document,  whether  considered  separately or together
with other charges  provided for in any other Loan Document,  violates that law,
and Borrower is entitled to the benefit of that law,  that interest or charge is
hereby reduced to the extent necessary to eliminate that violation. The amounts,
if any,  previously  paid to Lender in excess of the permitted  amounts shall be
applied by Lender to reduce the unpaid  principal  balance of this Note. For the
purpose  of  determining  whether  any  applicable  law  limiting  the amount of
interest or other  charges  permitted  to be  collected  from  Borrower has been
violated,  all  Indebtedness  that  constitutes  interest,  as well as all other
charges made in connection with the Indebtedness that constitute interest, shall
be deemed to be allocated  and spread  ratably over the stated term of the Note.
Unless otherwise required by applicable law, such allocation and spreading shall
be  effected  in such a manner  that the rate of interest so computed is uniform
throughout the stated term of the Note.

15.  Commercial  Purpose.  Borrower  represents  that the  Indebtedness is being
incurred  by  Borrower  solely for the  purpose  of  carrying  on a business  or
commercial enterprise,  and not for personal,  family, household or agricultural
purposes.

16.  Counting  of  Days.  Except  where  otherwise  specifically  provided,  any
reference in this Note to a period of "days" means  calendar  days, not Business
Days.

17. Governing Law. This Note shall be governed by the law of the jurisdiction in
which the Land is located.

18.  Captions.  The captions of the paragraphs of this Note are for  convenience
only and shall be disregarded in construing this Note.

19.   Notices;   Written   Modifications.   All   notices,   demands  and  other
communications  required or permitted to be given by Lender to Borrower pursuant
to this  Note  shall be given in  accordance  with  Section  31 of the  Security
Instrument.  Any  modification  or amendment  to this Note shall be  ineffective
unless  in  writing  signed  by  the  party  sought  to  be  charged  with  such
modification or amendment;  provided,  however,  that in the event of a Transfer
under  the  terms  of  the  Security  Instrument,  any  or  some  or  all of the
Modification  to Multifamily  Note may be modified or rendered void by Lender at
Lender's option by notice to Borrower/transferee.

20. Consent to  Jurisdiction  and Venue.  Borrower  agrees that any  controversy
arising under or in relation to this Note shall be litigated  exclusively in the
jurisdiction  in which the Land is located (the  "Property  Jurisdiction").  The
state and federal  courts and  authorities  with  jurisdiction  in the  Property
Jurisdiction  shall have exclusive  jurisdiction  over all  controversies  which
shall arise under or in relation to this Note. Borrower  irrevocably consents to
service,  jurisdiction,  and venue of such  courts for any such  litigation  and
waives  any other  venue to which it might be  entitled  by virtue of  domicile,
habitual residence or otherwise.

21. WAIVER OF TRIAL BY JURY.  BORROWER AND LENDER EACH (A) AGREES NOT TO ELECT A
TRIAL  BY JURY  WITH  RESPECT  TO ANY  ISSUE  ARISING  OUT OF  THIS  NOTE OR THE
RELATIONSHIP BETWEEN THE PARTIES AS LENDER AND BORROWER THAT IS TRIABLE OF RIGHT
BY A JURY AND (B) WAIVES  ANY RIGHT TO TRIAL BY JURY WITH  RESPECT TO SUCH ISSUE
TO THE EXTENT THAT ANY SUCH RIGHT  EXISTS NOW OR IN THE  FUTURE.  THIS WAIVER OF
RIGHT  TO  TRIAL  BY JURY IS  SEPARATELY  GIVEN  BY EACH  PARTY,  KNOWINGLY  AND
VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.

      ATTACHED EXHIBIT.  The following Exhibit is attached to this Note:

            -----
             X       Exhibit A     Modifications to Multifamily Note
            -----

      IN WITNESS WHEREOF, Borrower has signed and delivered this Note under seal
or has  caused  this  Note to be signed  and  delivered  under  seal by its duly
authorized representative. Borrower intends that this Note shall be deemed to be
signed and delivered as a sealed instrument.



<PAGE>


                           WINDSOR HILLS I, L.P., a Delaware limited partnership

                           By:   Shelter I GP Limited Partnership, a Delaware
                                 limited partnership, its General Partner

                                 By:   Shelter Realty Corporation
                                       a South Carolina corporation, its General
                                       Partner



                                                By:   _________________________
                                                     Patti K. Fielding
                                                     Senior Vice President

                                   57-0964155
                                   Borrower's Social Security/Employer ID Number

<PAGE>


PAY TO THE ORDER OF FEDERAL HOME LOAN MORTGAGE  CORPORATION,  WITHOUT  RECOURSE,
THIS ___ DAY OF DECEMBER, 2000.

REILLY MORTGAGE GROUP, INC., a District of
   Columbia corporation



By:_________________________________
   Brenda R. Dutrow
   Assistant Vice President


<PAGE>


                                    EXHIBIT A

                        MODIFICATIONS TO MULTIFAMILY NOTE


1.    The first sentence of Paragraph 8 of the Note  ("Default  Rate") is hereby
      deleted and replaced with the following:

            So long as (a) any monthly  installment under this Note remains past
            due for more than thirty (30) days or (b) any other event of Default
            has  occurred  and is  continuing,  interest  under  this Note shall
            accrue on the unpaid  principal  balance from the earlier of the due
            date of the first unpaid  monthly  installment  or the occurrence of
            such other Event of Default, as applicable,  at a rate (the "Default
            Rate")  equal to the lesser of (1) the maximum  interest  rate which
            may be  collected  from  Borrower  under  applicable  law or (2) the
            greater of (i) three  percent (3%) above the  Interest  Rate or (ii)
            four percent  (4.0%) above the  then-prevailing  Prime Rate. As used
            herein,  the term  "Prime  Rate"  shall  mean  the rate of  interest
            announced by The Wall Street Journal from time to time as the "Prime
            Rate".

2. Paragraph 9(c) of the Note is amended to add the following subparagraph (4):

(4)            failure  by  Borrower  to pay the  amount  of the water and sewer
               charges, taxes, fire, hazard or other insurance premiums,  ground
               rents,  assessments or other charges in accordance with the terms
               of the Security Instrument.

3.    Paragraph 19 is modified by deleting:  "; provided,  however,  that in the
      event of a Transfer  under the terms of the  Security  Instrument,  any or
      some or all of the  Modifications  to Multifamily  Note may be modified or
      rendered   void   by   Lender   at   Lender's    option   by   notice   to
      Borrower/transferee" in the last sentence of the Paragraph;  and by adding
      the following new sentence:

            The  Modifications  to Multifamily  Note set forth in this Exhibit A
            shall be null and void  unless  title to the  Mortgaged  Property is
            vested in an entity whose  Controlling  Interest(s)  are directly or
            indirectly  held by AIMCO  REIT or AIMCO OP. The  capitalized  terms
            used in this paragraph are defined in the Security Instrument.