UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   Form 10-KSB

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

                 For the fiscal year ended December 31, 2004

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

             For the transition period from _________to _________

                         Commission file number 0-11574

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

      South Carolina                                              57-0721855
(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  registrant'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.  $13,704,000

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests, as of December 31, 2004. No market exists for the limited partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

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

                                     PART I

Item 1.  Description of Business

Shelter  Properties V (the  "Partnership"  or  "Registrant")  was organized as a
limited  partnership under the laws of the State of South Carolina on August 21,
1981.  The general  partner  responsible  for  management  of the  Partnership's
business is Shelter Realty V  Corporation,  a South  Carolina  corporation  (the
"Corporate General  Partner").  The Corporate General Partner is a subsidiary of
Apartment  Investment and Management Company  ("AIMCO"),  a publicly traded real
estate investment trust. The other general partner is AIMCO Properties, L.P., an
affiliate of the Corporate General Partner and AIMCO. The Partnership  Agreement
provides  that the  Partnership  is to  terminate  on  December  31, 2023 unless
terminated prior to such date.

The  Registrant  is engaged in the business of operating and holding real estate
properties for investment.  In 1983 and 1984, during its acquisition  phase, the
Registrant  acquired  eight  existing  apartment   properties.   The  Registrant
continues to own and operate seven of these properties. See "Item 2. Description
of Properties".

Commencing  May 27, 1983,  the  Registrant  offered,  pursuant to a Registration
Statement filed with the Securities and Exchange Commission,  up to 99,900 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),  or 2 Units  ($2,000) for an
Individual Retirement Account.

The offering  terminated on December 8, 1983. Upon  termination of the offering,
the Registrant had accepted  subscriptions for 52,538 Units, including 100 Units
purchased by the Corporate  General  Partner,  for an aggregate of  $52,538,000.
Unsold Units  (numbering  47,462) were  deregistered  pursuant to Post Effective
Amendment No. 3 to the  Registration  Statement  filed with the  Securities  and
Exchange Commission on December 21, 1983. The Registrant invested  approximately
$38,900,000 of such proceeds in eight existing apartment properties. At December
31, 2004 the  Partnership  continues  to own and operate  seven of its  original
properties  as one  property  was  foreclosed  upon in 1988.  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.  An affiliate of the Corporate  General Partner has
been providing such property management services.

Risk Factors

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

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

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

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

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

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

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

Item 2.  Description of Properties

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

                                     Date of
Property                             Purchase       Type of Ownership            Use

<S>                                  <C>   <C>
Foxfire Apartments                   07/19/83   Fee ownership, subject     Apartment
  Atlanta, Georgia                              to first mortgage. (1)     266 units

Old Salem Apartments                 08/25/83   Fee ownership, subject     Apartment
  Charlottesville, Virginia                     to first mortgage.         364 units

Woodland Village Apartments          09/01/83   Fee ownership, subject     Apartment
  Columbia, South Carolina                      to first mortgage.         308 units

Lake Johnson Mews Apartments         09/30/83   Fee ownership, subject     Apartment
  Raleigh, North Carolina                       to first mortgage.         201 units

The Lexington Green Apartments       10/31/83   Fee ownership, subject     Apartment
  Sarasota, Florida                             to first mortgage. (1)     267 units

Millhopper Village Apartments        11/22/83   Fee ownership, subject     Apartment
  Gainesville, Florida                          to first mortgage.         136 units

Tar River Estates Apartments         01/18/84   Fee ownership, subject     Apartment
  Greenville, North Carolina                    to first mortgage. (1)     220 units
</TABLE>


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

Schedule of Properties:

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

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

<S>                      <C>         <C>          <C>                         <C>
Foxfire Apartments       $12,570     $ 8,466      5-30 yrs         S/L        $1,879
Old Salem Apartments      18,644      13,604      5-30 yrs         S/L         2,827
Woodland Village
   Apartments             14,285       9,901      5-30 yrs         S/L         2,072
Lake Johnson Mews
   Apartments             11,805       6,610      5-30 yrs         S/L         3,335
The Lexington Green
   Apartments             11,982       7,327      5-34 yrs         S/L         2,717
Millhopper Village
   Apartments              6,304       4,649      5-30 yrs         S/L           783
Tar River Estates
   Apartments             16,618       8,900      5-30 yrs         S/L         2,259
                         $92,208     $59,457                                 $15,872
</TABLE>

See "Note A - Organization  and Summary of Significant  Accounting  Policies" to
the consolidated financial statements included in "Item 7. Financial Statements"
for a description of the Partnership's capitalization and depreciation policies.

Schedule of Property Indebtedness:

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

                           Principal                                          Principal
                           Balance At     Stated                               Balance
                          December 31,   Interest    Period     Maturity        Due At
       Property               2004         Rate     Amortized   Date(2)      Maturity(2)
                         (in thousands)                                     (in thousands)

Foxfire Apartments
<S>                        <C>             <C>         <C>      <C>   <C>    <C>
  1st mortgage             $ 6,265         7.79%       (1)      11/01/19     $    --

Old Salem Apartments
  1st mortgage               8,892         8.02%       (1)      12/01/19          --

Woodland Village
  Apartments
  1st mortgage               7,383         7.11%       (1)      09/01/21          --

Lake Johnson Mews
  Apartments
  1st mortgage               6,514         7.43%       (1)      07/01/21          --

The Lexington Green
  Apartments
  1st mortgage               6,310         7.22%       (1)      01/01/21          --

Millhopper Village
  Apartments
   1st mortgage              3,867         7.43%       (1)      07/01/21          --

Tar River Estates
  Apartments
   1st mortgage              4,823         7.23%       (1)      01/01/22          --

Total                      $44,054                                          $     --
</TABLE>

(1)   The principal balance is being amortized over 240 months.

(2)   See  "Note B -  Mortgage  Notes  Payable"  to the  consolidated  financial
      statements included in "Item 7. Financial Statements" for information with
      respect to the  Registrant's  ability to prepay these fixed rate loans and
      other specific details about the loans.

Rental Rates and Occupancy:

Average  annual rental rates and occupancy for the years ended December 31, 2004
and 2003 are as follows:
<TABLE>
<CAPTION>

                                           Average Annual           Average Annual
                                            Rental Rates              Occupancy
                                             (per unit)
Property                                 2004         2003         2004        2003
<S>                <C>                  <C>          <C>            <C>        <C>
Foxfire Apartments (1)                  $7,076       $7,513         91%        81%
Old Salem Apartments                     8,225        8,342         92%        92%
Woodland Village Apartments (2)          7,785        7,887         88%        91%
Lake Johnson Mews Apartments (3)         7,666        7,725         89%        93%
The Lexington Green Apartments           8,392        8,366         91%        93%
Millhopper Village Apartments            8,418        8,494         93%        95%
Tar River Estates Apartments (4)         7,532        7,165         92%        89%
</TABLE>

(1)   The  Corporate  General  Partner  attributes  the increase in occupancy at
      Foxfire Apartments to increased marketing and resident retention efforts.

(2)   The  Corporate  General  Partner  attributes  the decrease in occupancy at
      Woodland Village Apartments to increased competition in the Columbia area.

(3)   The Corporate General Partner attributes the decrease in occupancy at Lake
      Johnson Mews Apartments to increased competition in the Raleigh area.

(4)   The Corporate General Partner  attributes the increase in occupancy at Tar
      River  Estates  Apartments  to  recent  capital  improvements  made at the
      property.

As noted under "Item 1.  Description of Business",  the real estate  industry is
highly competitive.  All of the properties are subject to competition from other
residential  apartment  complexes in the area.  The  Corporate  General  Partner
believes that all of the properties are adequately insured.  Each property is an
apartment  complex which leases units for lease terms of one year or less. As of
December 31, 2004,  no  residential  tenant  leases 10% or more of the available
rental space.  With the exception of Lake Johnson Mews Apartments,  as discussed
below,  all  of  the  properties  are  in  good  condition   subject  to  normal
depreciation and deterioration as is typical for assets of this type and age.

Schedule of Real Estate Taxes and Rates:

Real estate taxes and rates in 2004 for each property were as follows:

                                           2004              2004
                                         Billings            Rates
                                      (in thousands)

Foxfire Apartments                        $146                3.44%
Old Salem Apartments                       120                0.76%
Woodland Village Apartments                228               35.74%
Lake Johnson Mews Apartments*               94                1.04%
The Lexington Green Apartments             215                1.77%
Millhopper Village Apartments               91                2.50%
Tar River Estates Apartments                99                1.44%

*This property has a fiscal year different than the real estate tax year.

Capital Improvements:

Millhopper Village Apartments:  The Partnership completed  approximately $53,000
in capital  expenditures at Millhopper  Village Apartments during the year ended
December 31, 2004,  consisting  primarily  of swimming  pool  upgrades and floor
covering  replacement.  These  improvements  were  funded from  operations.  The
Partnership  regularly  evaluates the capital improvement needs of the property.
The  Partnership  expects  to budget  approximately  $87,000  related to damages
resulting from Hurricanes  Frances and Jeanne for 2005, which are expected to be
funded with insurance proceeds (as discussed in "Item 6. Management's Discussion
and Analysis or Plan of Operation"). While the Partnership has no other material
commitments for property improvements and replacements,  certain routine capital
expenditures are anticipated during 2005. Such capital  expenditures will depend
on the  physical  condition  of the  property as well as  anticipated  cash flow
generated by the property.

Foxfire Apartments:  The Partnership completed approximately $217,000 in capital
expenditures  at Foxfire  Apartments  during the year ended  December  31, 2004,
consisting primarily of plumbing upgrades,  exterior painting,  air conditioning
upgrades,  interior  building  improvements,  and appliance  and floor  covering
replacements.  These  improvements were funded from operations.  The Partnership
regularly  evaluates the capital  improvement  needs of the property.  While the
Partnership  has  no  material   commitments  for  property   improvements   and
replacements,  certain routine capital expenditures are anticipated during 2005.
Such capital  expenditures will depend on the physical condition of the property
as well as anticipated cash flow generated by the property.

Lake Johnson Mews Apartments: The Partnership completed approximately $2,321,000
of  capital  improvements  arising  from  the  redevelopment  of  the  property.
Additional capital improvements of approximately  $125,000 during the year ended
December 31, 2004  consisted  primarily  of  structural  improvements  and floor
covering  replacement.  These  improvements  were  funded  from  operations  and
advances from an affiliate of the  Corporate  General  Partner.  The property is
currently undergoing a redevelopment project in order to remain competitive with
other  properties  in the  area  in the  effort  to  increase  occupancy  at the
property.  Based on current  redevelopment  plans, the Corporate General Partner
anticipates the redevelopment to be complete in November 2005 at a total cost of
approximately  $3,911,000.  The project is being  funded from  advances  from an
affiliate of the Corporate General Partner. The Partnership  regularly evaluates
the capital improvement needs of the property. The Partnership currently expects
to budget approximately $1,590,000 for property redevelopment during 2005. While
the Partnership has no other material commitments for property  improvements and
replacements,  certain routine capital expenditures are anticipated during 2005.
Such capital  expenditures will depend on the physical condition of the property
as well as anticipated cash flow generated by the property.

Woodland Village Apartments: The Partnership completed approximately $244,000 in
capital  expenditures  at  Woodland  Village  Apartments  during  the year ended
December 31, 2004, consisting primarily of swimming pool upgrades, furniture and
fixtures,  roof replacement and floor covering  replacement.  These improvements
were funded from  operations.  The Partnership  regularly  evaluates the capital
improvement  needs  of the  property.  While  the  Partnership  has no  material
commitments for property improvements and replacements,  certain routine capital
expenditures are anticipated during 2005. Such capital  expenditures will depend
on the  physical  condition  of the  property as well as  anticipated  cash flow
generated by the property.

The Lexington Green Apartments: The Partnership completed approximately $508,000
in capital  expenditures  at Lexington  Green  Apartments  during the year ended
December  31,  2004,  consisting  primarily  of  structural  upgrades,  exterior
building improvements, parking area upgrades, sewer upgrades, exterior painting,
plumbing  upgrades,  fire  safety  upgrades  and  appliance  and floor  covering
replacements.  These  improvements were funded from operations.  The Partnership
regularly  evaluates the capital  improvement  needs of the property.  While the
Partnership  has  no  material   commitments  for  property   improvements   and
replacements,  certain routine capital expenditures are anticipated during 2005.
Such capital  expenditures will depend on the physical condition of the property
as well as  replacement  reserves  and  anticipated  cash flow  generated by the
property.

Tar River Estates Apartments:  The Partnership completed  approximately $103,000
in capital  expenditures at Tar River Estates  Apartments  during the year ended
December 31, 2004,  consisting  primarily of structural  improvements  and floor
covering  replacement.  These  improvements  were  funded from  operations.  The
Partnership  regularly  evaluates the capital improvement needs of the property.
While the Partnership has no material commitments for property  improvements and
replacements,  certain routine capital expenditures are anticipated during 2005.
Such capital  expenditures will depend on the physical condition of the property
as well as anticipated cash flow generated by the property.

Old Salem  Apartments:  The  Partnership  completed  approximately  $247,000  of
capital  improvements at Old Salem Apartments during the year ended December 31,
2004, consisting primarily of sewer upgrades,  fitness equipment, floor covering
replacement,  and  construction  related to the  hurricane  and fire damage,  as
discussed  in  "Item  6.  Management's   Discussion  and  Analysis  or  Plan  of
Operation".  These  improvements  were  funded  from  operations  and  insurance
proceeds.  The Partnership  regularly evaluates the capital improvement needs of
the property.  While the  Partnership  has no material  commitments for property
improvements  and  replacements,   certain  routine  capital   expenditures  are
anticipated  during 2005. Such capital  expenditures will depend on the physical
condition  of the  property as well as  anticipated  cash flow  generated by the
property.

Capital  expenditures will be incurred only if cash is available from operations
or from  Partnership  reserves.  To the extent  that  capital  improvements  are
completed,  the Partnership's  distributable cash flow, if any, may be adversely
affected at least in the short term.

Item 3.  Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its Corporate  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of interests  in certain  Corporate  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition,  during the third quarter of 2001, a complaint  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  On or about  August 6, 2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

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

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

On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering  judgment  thereto.  On November 24,
2003,  the Objector  filed an  application  requesting  the court order AIMCO to
withdraw settlement tender offers it had commenced,  refrain from making further
offers  pending  the appeal and auction  any units  tendered  to third  parties,
contending  that the offers did not  conform  with the terms of the  settlement.
Counsel  for the  Objector  (on behalf of another  investor)  had  alternatively
requested the court take certain action  purportedly to enforce the terms of the
settlement agreement. On December 18, 2003, the court heard oral argument on the
motions  and denied them both in their  entirety.  The  Objector  filed a second
appeal challenging the court's use of a referee and its order requiring Objector
to pay those fees.

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April 23,  2004,  the  Corporate  General  Partner  and its  affiliates  filed a
response  brief in support  of the  settlement  and the  judgment  thereto.  The
plaintiffs  have also  filed a brief in support  of the  settlement.  On June 4,
2004,  Objector filed a reply to the briefs  submitted by the Corporate  General
Partner and  Plaintiffs.  In addition  both the  Objector and  plaintiffs  filed
briefs in connection  with the second  appeal.  On March 21, 2005,  the Court of
Appeals issued opinions in both pending  appeals.  With regard to the settlement
and judgment  entered  thereto,  the Court of Appeals  vacated the trial court's
order and remanded to the trial court for further findings on the basis that the
"state of the record is insufficient  to permit  meaningful  appellate  review".
With  regard to the  second  appeal,  the Court of  Appeals  reversed  the order
requiring the Objector to pay referee fees.

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

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates of the Corporate General Partner,  are defendants in an action in the
United States District Court,  District of Columbia.  The plaintiffs have styled
their  complaint  as a  collective  action  under the Fair Labor  Standards  Act
("FLSA") and seek to certify state subclasses in California,  Maryland,  and the
District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties
L.P. failed to compensate  maintenance  workers for time that they were required
to be "on-call." Additionally, plaintiffs allege AIMCO Properties L.P. failed to
comply  with the FLSA in  compensating  maintenance  workers  for time that they
worked in responding to a call while  "on-call."  The  defendants  have filed an
answer to the amended complaint denying the substantive  allegations.  Discovery
relating  to the  certification  of the  collective  action  has  concluded  and
briefing on the matter is underway.  Although the outcome of any  litigation  is
uncertain,  AIMCO  Properties,  L.P. does not believe that the ultimate  outcome
will have a material  adverse  effect on its  financial  condition or results of
operations.  Similarly,  the Corporate General Partner does not believe that the
ultimate  outcome  will have a  material  adverse  effect  on the  Partnership's
consolidated financial condition or results of operations.

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

On September 27, 2004, the Partnership filed an information  statement notifying
holders of limited  partnership  units  that  AIMCO and its  affiliates,  owning
38,191 limited  partnership units, or approximately  72.69% of total outstanding
limited  partnership  units,  agreed to provide written consent to authorize the
Corporate  General  Partner  to  obtain a  redevelopment  loan of  approximately
$535,000 from AIMCO  Properties,  L.P.,  with interest  charged in excess of the
rate stated in the Partnership  Agreement.  The redevelopment loan would help to
fund  an  estimated  $3,911,000  redevelopment  project  at  Lake  Johnson  Mews
Apartments  that the Corporate  General Partner feels is in the best interest of
the Partnership.

On October 22, 2004,  the written  consent  expired  pursuant to its terms.  The
redevelopment loan will bear interest at 10.0%.

                                     PART II

Item 5.  Market for Partnership Equity and Related Partner Matters

The Partnership,  a publicly-held  limited partnership,  offered and sold 52,538
limited partnership units (the "Units")  aggregating  $52,538,000,  inclusive of
100 units which were purchased by the Corporate General Partner. The Partnership
had 1,496  holders of record owning an aggregate of 52,538 Units at December 31,
2004.  Affiliates of the Corporate  General Partner owned 39,106 units or 74.43%
at December 31, 2004. No public trading market has developed for the Units,  and
it is not anticipated that such a market will develop in the future.

The  Partnership  distributed  the  following  amounts  during  the years  ended
December 31, 2004 and 2003 (in thousands, except per unit data):
<TABLE>
<CAPTION>

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

<S>                <C>          <C>            <C>             <C>           <C>
Financing Proceeds (1)          $   --         $    --         $  505        $  9.61
</TABLE>

(1)   From  proceeds  from  the new  financing  obtained  on Tar  River  Estates
      Apartments in December 2001.

Future cash  distributions  will depend on the levels of net cash generated from
operations and the timing of property  refinancings  and/or property sales.  The
Partnership's  cash available for  distribution  is reviewed on a monthly basis.
There  can  be  no  assurance,  however,  that  the  Partnership  will  generate
sufficient funds from operations, after required capital expenditures, to permit
any  distributions to its partners in 2005 or subsequent  periods.  See "Item 2.
Description of Properties - Capital  Improvements"  for information  relating to
anticipated capital expenditures at the properties.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its  affiliates  owned 39,106  Units in the  Partnership
representing  74.43% of the outstanding  Units at December 31, 2004. A number of
these  Units  were  acquired  pursuant  to  tender  offers  made by AIMCO or its
affiliates.  It is possible that AIMCO or its affiliates will acquire additional
Units  in  exchange  for  cash or a  combination  of cash  and  units  in  AIMCO
Properties,  L.P., the operating  partnership of AIMCO,  either through  private
purchases or tender offers.  Pursuant to the Partnership Agreement,  unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters  that  include,  but are not  limited  to,  voting on certain
amendments  to the  Partnership  Agreement  and voting to remove  the  Corporate
General  Partner.  As a result of its  ownership  of  74.43% of the  outstanding
Units,  AIMCO  and its  affiliates  are in a  position  to  control  all  voting
decisions  with  respect to the  Partnership.  Although  the  Corporate  General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Corporate  General  Partner  also  owes  fiduciary  duties  to AIMCO as its sole
stockholder.  As a result,  the  duties of the  Corporate  General  Partner,  as
corporate general partner,  to the Partnership and its limited partners may come
into conflict with the duties of the Corporate  General  Partner to AIMCO as its
sole stockholder.

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

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

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

Results of Operations

The   Partnership's   net  loss  for  the  year  ended  December  31,  2004  was
approximately  $972,000, as compared to net income of approximately $305,000 for
the year ended  December 31, 2003. The increase in net loss is due to a decrease
in total  revenues  and an increase  in total  expenses.  The  decrease in total
revenues is due to decreases in rental  income and the  recognition  of casualty
gains,  partially offset by an increase in other income.  The decrease in rental
income is primarily  due to decreases in occupancy at four of the  Partnership's
investment  properties,  the average  rental  rate at five of the  Partnership's
investment  properties,  and an increase in bad debt expense at four properties,
partially  offset by increases in occupancy at Foxfire  Apartments and Tar River
Estates Apartments and the average rental rate at The Lexington Green Apartments
and Tar River Estates Apartments.  The increase in other income is primarily due
to an increase in lease cancellation fees at six properties, partially offset by
a decrease in late charges at Woodland Village  Apartments,  Foxfire Apartments,
and The Lexington Green Apartments.

In September  2004,  Millhopper  Apartments  experienced  damage from  Hurricane
Frances.  At December  31,  2004,  the  Partnership  estimates  damage  costs of
approximately  $78,000. The Corporate General Partner anticipates that insurance
proceeds to be received  will be sufficient  to cover  estimated  repairs and no
casualty loss will result from this event. In addition, the Partnership incurred
clean up costs of  approximately  $60,000,  which were not covered by insurance,
and  these  costs  are  reflected  in  operating  expenses  on the  consolidated
statements of operations in "Item 7. Financial Statements".

The Partnership incurred clean up costs of approximately $9,000 at The Lexington
Green  Apartments  for  Hurricanes  Frances and Jeanne which were not covered by
insurance,   and  these  costs  are  reflected  in  operating  expenses  on  the
consolidated statements of operations in "Item 7. Financial Statements".

On May 19, 2004,  Old Salem  Apartments  suffered fire damage to two units.  The
property  incurred  damages  of  approximately  $43,000.  During  the year ended
December 31, 2004, the Partnership  recognized a casualty gain of  approximately
$27,000  as a result of the  receipt  of  insurance  proceeds  of  approximately
$33,000  offset  by  the  write-off  of  the  undepreciated  damaged  assets  of
approximately $6,000.

On September 18, 2003, Old Salem Apartments  suffered hurricane damage,  causing
minor  damage  to 29 units.  The  property  incurred  damages  of  approximately
$46,000.  During the year ended December 31, 2004, the Partnership  recognized a
casualty gain of  approximately  $38,000 as a result of the receipt of insurance
proceeds of approximately $45,000,  offset by the write-off of the undepreciated
damaged assets of approximately $7,000.

On January 18, 2003,  there was a fire at Tar River Estates  Apartments  causing
damage to eight units. The property  incurred damages of approximately  $611,000
and lost rents of  approximately  $69,000.  During the year ended  December  31,
2003, the Partnership recognized a gain of approximately $500,000 as a result of
the receipt of  insurance  proceeds  of  approximately  $601,000,  offset by the
write-off of the  undepreciated  damaged assets of  approximately  $101,000.  In
addition,  the Partnership received insurance proceeds of approximately  $69,000
to cover lost rents, which is included in rental income.

In June 2002,  Foxfire  Apartments  experienced a fire, causing damage to twelve
units. The property  incurred  damages of approximately  $677,000 as a result of
the fire and lost rents of approximately $61,000. During the year ended December
31, 2002,  insurance  proceeds of approximately  $494,000 were received to cover
the damage to the property,  including  approximately  $59,000 which was held on
deposit  with the  mortgage  lender at  December  31,  2002 and  released to the
Partnership during the year ended December 31, 2003. The Partnership  recognized
a casualty gain of  approximately  $394,000 after writing off the  undepreciated
cost of the damaged  units during the year ended  December 31, 2002.  During the
year ended December 31, 2003, the Partnership  received  additional  proceeds of
approximately  $157,000 to cover the damages and approximately  $61,000 to cover
the lost rents, which is included in rental income.  The Partnership  recognized
an additional  gain of  approximately  $129,000 for the year ended  December 31,
2003, after writing off additional undepreciated damaged assets of approximately
$28,000.

The  increase  in total  expenses  is due to  increases  in both  operating  and
depreciation   expenses,   partially   offset  by   decreases   in  general  and
administrative,  interest and property tax  expenses.  The increase in operating
expenses is primarily due to increases in utility and payroll  related  expenses
at The Lexington  Green  Apartments,  Lake Johnson Mews  Apartments  and Foxfire
Apartments,  costs associated with the hurricane damage at Millhopper Apartments
and The Lexington Green Apartments (as discussed  above),  and employee training
expenses at most of the properties.  The increase in  depreciation  expense is a
result of property  improvements  and  replacements  placed into  service at the
properties during the past twelve months.  Interest expense decreased  primarily
as a result of scheduled  principal  payments made on the mortgages  encumbering
the Partnership's  investment properties,  which reduced the carrying balance of
the loans,  partially offset by an increase in interest expense on advances from
an  affiliate of the  Corporate  General  Partner.  The decrease in property tax
expense is primarily a result of the Partnership's  successful appeal of the tax
rate  at  The  Lexington   Green   Apartments.   The  decrease  in  general  and
administrative  expenses is primarily  due to decreases in the costs of services
included in the management  reimbursements  to the Corporate  General Partner as
allowed under the Partnership  Agreement and audit fees.  Costs  associated with
the quarterly and annual  communications  with investors and regulatory agencies
and the annual audit required by the Partnership  Agreement are also included in
general and  administrative  expenses for the years ended  December 31, 2004 and
2003.

During the year ended December 31, 2004, the Corporate  General  Partner began a
major  redevelopment  project at Lake Johnson Mews Apartments.  The property has
had difficulty  staying  competitive and needs to be updated.  Therefore,  in an
effort to increase  occupancy  and remain  competitive  in the local  market,  a
significant  redevelopment  project  has  been  started  and is  expected  to be
completed  in November  2005 at a total cost of  approximately  $3,911,000.  The
project is being funded from advances from an affiliate of the Corporate General
Partner.  The Corporate  General Partner  anticipates that all units will remain
available to lease during the redevelopment period.

Liquidity and Capital Resources

At  December  31,  2004,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $1,138,000,  compared to  approximately  $458,000 at December 31,
2003. The increase in cash and cash equivalents of approximately $680,000 is due
to  approximately  $2,126,000  of cash  provided  by  operating  activities  and
approximately  $1,568,000  of cash provided by financing  activities,  partially
offset by approximately  $3,014,000 of cash used in investing  activities.  Cash
provided by financing  activities  consisted of the receipt of advances  from an
affiliate of the  Corporate  General  Partner,  partially  offset by payments of
principal  made  on  the  mortgages  encumbering  the  Partnership's  investment
properties  and payments on advances from an affiliate of the Corporate  General
Partner.  Cash used in investing activities  consisted of property  improvements
and replacements, partially offset by insurance proceeds received related to the
casualties at Old Salem Apartments.  The Partnership invests its working capital
reserves in interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the investment  properties to adequately  maintain the
physical  assets and other operating needs of the Partnership and to comply with
Federal,  state  and local  legal and  regulatory  requirements.  The  Corporate
General  Partner  monitors  developments  in the  area of legal  and  regulatory
compliance.  For example,  the  Sarbanes-Oxley  Act of 2002 mandates or suggests
additional compliance measures with regard to governance,  disclosure, audit and
other areas.  In light of these changes,  the  Partnership  expects that it will
incur higher expenses related to compliance. The Partnership regularly evaluates
the capital  improvement  needs of the  properties.  The  Partnership  currently
expects to budget approximately $1,590,000 for 2005 related to the redevelopment
project at Lake  Johnson Mews  Apartments.  While the  Partnership  has no other
material commitments for property improvements and replacements, certain routine
capital expenditures are anticipated during 2005. Such capital expenditures will
depend  on the  physical  condition  of the  properties  as well as  replacement
reserves and anticipated cash flow generated by the properties.

The  capital  expenditures  will be  incurred  only if  cash is  available  from
operations and Partnership reserves. To the extent that capital improvements are
completed,  the Partnership's  distributable cash flow, if any, may be adversely
affected at least in the short term.

The  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness  encumbering  all of the  Partnership's  investment  properties  of
approximately  $44,054,000 is amortized over varying periods with maturity dates
ranging  from  November 1, 2019 to January 1, 2022,  at which time the loans are
scheduled to be fully amortized.

The  Partnership  distributed  the  following  amounts  during  the years  ended
December 31, 2004 and 2003 (in thousands, except per unit data):
<TABLE>
<CAPTION>

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

<S>                <C>          <C>            <C>             <C>           <C>
Financing Proceeds (1)          $   --         $    --         $  505        $  9.61
</TABLE>

(1)   From  proceeds  from  the new  financing  obtained  on Tar  River  Estates
      Apartments in December 2001.

Future cash  distributions  will depend on the levels of net cash generated from
operations and the timing of property  refinancings  and/or property sales.  The
Partnership's cash available for distribution is reviewed on a monthly basis. In
light of the amounts accrued and payable to affiliates of the Corporate  General
Partner at December 31, 2004,  there can be no  assurance  that the  Partnership
will  generate   sufficient  funds  from  operations,   after  required  capital
improvement expenditures, to permit any distributions to its partners in 2005 or
subsequent periods.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its  affiliates  owned 39,106  Units in the  Partnership
representing  74.43% of the outstanding  Units at December 31, 2004. A number of
these  Units  were  acquired  pursuant  to  tender  offers  made by AIMCO or its
affiliates.  It is possible that AIMCO or its affiliates will acquire additional
Units  in  exchange  for  cash or a  combination  of cash  and  units  in  AIMCO
Properties,  L.P., the operating  partnership of AIMCO,  either through  private
purchases or tender offers.  Pursuant to the Partnership Agreement,  unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters  that  include,  but are not  limited  to,  voting on certain
amendments  to the  Partnership  Agreement  and voting to remove  the  Corporate
General  Partner.  As a result of its  ownership  of  74.43% of the  outstanding
Units,  AIMCO  and its  affiliates  are in a  position  to  control  all  voting
decisions  with  respect to the  Partnership.  Although  the  Corporate  General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Corporate  General  Partner  also  owes  fiduciary  duties  to AIMCO as its sole
stockholder.  As a result,  the  duties of the  Corporate  General  Partner,  as
corporate general partner,  to the Partnership and its limited partners may come
into conflict with the duties of the Corporate  General  Partner to AIMCO as its
sole stockholder.

Critical Accounting Policies and Estimates

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

Impairment of Long-Lived Assets

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

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

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership will offer rental concessions during particularly slow months or
in response  to heavy  competition  from other  similar  complexes  in the area.
Rental income attributable to leases, net of any concessions, is recognized on a
straight-line  basis over the term of the lease.  The Partnership  evaluates all
accounts  receivable  from  residents and  establishes  an allowance,  after the
application of security deposits,  for accounts greater than 30 days past due on
current tenants and all receivables due from former tenants.

Item 7.  Financial Statements


SHELTER PROPERTIES V

LIST OF FINANCIAL STATEMENTS

      Report of Independent Registered Public Accounting Firm

      Consolidated Balance Sheet - December 31, 2004

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

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

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

      Notes to Consolidated Financial Statements


<PAGE>


           Report of Independent Registered Public Accounting Firm


The Partners
Shelter Properties V


We  have  audited  the  accompanying   consolidated  balance  sheet  of  Shelter
Properties V as of December 31, 2004, and the related consolidated statements of
operations,  changes in  partners'  deficit,  and cash flows for each of the two
years in the period ended December 31, 2004. These financial  statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  We were not engaged to perform an
audit of the Partnership's internal control over financial reporting.  Our audit
included  consideration of internal control over financial  reporting as a basis
for designing audit  procedures that are appropriate in the  circumstances,  but
not for the  purpose  of  expressing  an  opinion  on the  effectiveness  of the
Partnership's internal control over financial reporting. Accordingly, we express
no such opinion.  An audit also includes  examining,  on a test basis,  evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the consolidated financial position of Shelter Properties
V at December 31, 2004, and the  consolidated  results of its operations and its
cash flows for each of the two years in the period ended  December 31, 2004,  in
conformity with accounting principles generally accepted in the United States.

                                                          /s/ERNST & YOUNG LLP


Greenville, South Carolina
March 21, 2005



<PAGE>






                              SHELTER PROPERTIES V

                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2004
<TABLE>
<CAPTION>


Assets
<S>                                                                         <C>
   Cash and cash equivalents                                                $ 1,138
   Receivables and deposits                                                      468
   Restricted escrows                                                            277
   Other assets                                                                1,496
   Investment properties (Notes B and E):
      Land                                                    $ 4,054
      Buildings and related personal property                   88,154
                                                                92,208
      Less accumulated depreciation                            (59,457)       32,751
                                                                            $ 36,130

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 887
   Tenant security deposit liabilities                                           273
   Accrued property taxes                                                         94
   Other liabilities                                                             700
   Due to affiliates (Note D)                                                  2,993
   Mortgage notes payable (Note B)                                            44,054

Partners' Deficit
   General partners                                           $   (381)
   Limited partners (52,538 units
      issued and outstanding)                                  (12,490)      (12,871)
                                                                            $ 36,130

        See Accompanying Notes to Consolidated Financial Statements
</TABLE>




<PAGE>



                              SHELTER PROPERTIES V

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

<TABLE>
<CAPTION>

                                                          Years Ended December 31,
                                                             2004           2003
Revenues:
<S>                                                        <C>            <C>
 Rental income                                             $12,251        $12,530
 Other income                                                1,388          1,380
 Casualty gains (Note F)                                        65            629
      Total revenues                                        13,704         14,539

Expenses:
 Operating                                                   6,509          5,835
 General and administrative                                    376            511
 Depreciation                                                3,353          3,338
 Interest                                                    3,446          3,534

 Property taxes                                                992          1,016
      Total expenses                                        14,676         14,234

Net (loss) income (Note C)                                $   (972)      $    305

Net (loss) income allocated to general partners (1%)      $    (10)      $      3

Net (loss) income allocated to limited partners (99%)         (962)           302

                                                          $   (972)      $    305

Net (loss) income per limited partnership unit            $ (18.31)      $   5.75

Distributions per limited partnership unit                $     --       $   9.61

        See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


                              SHELTER PROPERTIES V

           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           52,538        $   2      $ 52,538   $ 52,540

Partners' deficit
   at December 31, 2002                  52,538        $(374)     $(11,325)  $(11,699)

Distributions to partners                    --           --          (505)      (505)

Net income for the year
   ended December 31, 2003                   --            3           302        305

Partners' deficit
   at December 31, 2003                  52,538         (371)      (11,528)   (11,899)

Net loss for the year
   ended December 31, 2004                   --          (10)         (962)      (972)

Partners' deficit
   at December 31, 2004                  52,538       $ (381)     $(12,490)  $(12,871)

        See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>


                              SHELTER PROPERTIES V

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

                                                                 Years Ended
                                                                December 31,
                                                             2004           2003

Cash flows from operating activities:
<S>                                                        <C>           <C>
  Net (loss) income                                        $   (972)     $    305
  Adjustments to reconcile net (loss) income to net
  cash provided by operating activities:
   Depreciation                                               3,353         3,338
   Amortization of loan costs                                    74            82
   Casualty gains                                               (65)         (629)
   Casualty loss                                                 16            --
   Bad debt expense                                             303           240
   Change in accounts:
      Receivables and deposits                                 (429)         (110)
      Other assets                                             (141)         (101)
      Accounts payable                                           16            76
      Tenant security deposit liabilities                       (26)           10
      Accrued property taxes                                   (143)           17
      Due to affiliates                                          90            --
      Other liabilities                                          50           (46)
         Net cash provided by operating activities            2,126         3,182

Cash flows from investing activities:
   Property improvements and replacements                    (3,092)       (2,608)
   Net withdrawals from restricted escrows                       --           124
   Insurance proceeds received                                   78           817
         Net cash used in investing activities               (3,014)       (1,667)

Cash flows from financing activities:
   Payments on mortgage notes payable                        (1,335)       (1,319)
   Distributions to partners                                     --          (505)
   Advances from affiliate                                    3,053           219
   Payments on advances from affiliate                         (150)         (239)
         Net cash provided by (used in) financing
         activities                                           1,568        (1,844)

Net increase (decrease) in cash and cash equivalents            680          (329)
Cash and cash equivalents at beginning of the year              458           787
Cash and cash equivalents at end of the year              $   1,138     $     458
Supplemental disclosure of cash flow information:
  Cash paid for interest                                  $   3,254     $   3,522

Supplemental disclosure of non-cash activity:
  Property improvements and replacements in accounts
    payable                                               $     726     $      --

At December  31,  2002,  approximately  $291,000 of  property  improvements  and
replacements were included in accounts payable.

        See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>


                              SHELTER PROPERTIES V

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note A - Organization and Summary of Significant Accounting Policies

Organization:  Shelter  Properties V (the  "Partnership"  or  "Registrant")  was
organized as a limited partnership under the laws of the State of South Carolina
on August 21,  1981.  The general  partner  responsible  for  management  of the
Partnership's  business  is  Shelter  Realty  V  Corporation,  a South  Carolina
corporation (the "Corporate General Partner").  The Corporate General Partner is
a  subsidiary  of Apartment  Investment  and  Management  Company  ("AIMCO"),  a
publicly traded real estate investment trust. The other general partner is AIMCO
Properties,  L.P., an affiliate of the Corporate  General Partner and AIMCO. The
Partnership  Agreement provides that the Partnership is to terminate on December
31,  2023  unless  terminated  prior to such  date.  The  Partnership  commenced
operations  on July  19,  1983,  and  completed  its  acquisition  of  apartment
properties  on January  18,  1984.  The  Partnership  operates  seven  apartment
properties located in the South and Southeast.

Principles of Consolidation:  The financial  statements include all the accounts
of the Partnership and its two 99.99% owned partnerships.  The corporate general
partner  of the  consolidated  partnerships  is  Shelter  Realty V  Corporation.
Shelter  Realty V  Corporation  may be  removed  as the  general  partner of the
consolidated  partnerships  by  the  Partnership;  therefore,  the  consolidated
partnerships are controlled and consolidated by the Partnership. All significant
interpartnership balances have been eliminated.

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

Allocation of Cash  Distributions:  Cash  distributions  by the  Partnership are
allocated between general and limited partners in accordance with the provisions
of the Partnership  Agreement.  The Partnership  Agreement defines net cash from
operations  as revenue  received  less  operating  expenses  paid,  adjusted for
certain  specified  items which  primarily  include  mortgage  payments on debt,
property improvements and replacements not previously reserved,  and the effects
of other  adjustments to reserves  including reserve amounts deemed necessary by
the  Corporate  General  Partner.  In the  following  notes to the  consolidated
financial  statements,  whenever "net cash from  operations" is used, it has the
aforementioned meaning. The following is a reconciliation of the 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.

Reconciliation of Cash Flows:

                                                       Years Ended
                                                       December 31,
                                                   2004            2003
                                                      (in thousands)
Net cash provided by operating
   activities                                  $ 2,126            $ 3,182
  Property improvements and
   replacements                                 (3,092)            (2,608)
  Payments on mortgage notes payable            (1,335)            (1,319)
  Changes in reserves for net
     operating liabilities                         583                154
  Changes in restricted escrows, net                --                124

     Net cash from operations                  $(1,718)           $  (467)

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 return 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,  after which
the limited  partners will be allocated 85% of any  remaining  distributions  of
distributable net proceeds and the general partners will receive 15%.

Undistributed  Net Proceeds from Sales and  Refinancings:  At December 31, 2004,
the Partnership had  undistributed  net proceeds of approximately  $230,000 from
the financing obtained on Tar River Estates Apartments in December 2001.

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.

For any fiscal  year,  to the extent  that  profits,  not  including  gains from
property dispositions,  do not exceed distributions of net cash from operations,
such  profits are  allocated  in the same manner as such  distributions.  In any
fiscal year in which profits,  not including  gains from property  dispositions,
exceed  distributions of net cash from  operations,  such excess is treated on a
cumulative basis as if it constituted an equivalent  amount of distributable net
proceeds and is allocated together with, and in the same manner as, that portion
of gain described in the second sentence of the following paragraph.

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.  Accordingly,  net (loss)
income as shown in the  consolidated  statements  of  operations  and changes in
partners'  deficit for 2004 and 2003 was allocated  99% to the limited  partners
and 1% to the general partners.  Net (loss) income per limited  partnership unit
was computed by dividing the net (loss) income allocated to the limited partners
by 52,538 units outstanding.

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  amount of its
financial  instruments (except for long term debt) approximates their fair value
due to the short term maturity of these  instruments.  The Partnership  esimates
the fair value of its long term debt by  discounting  future  cash flows using a
discount rate commensurate  with that currently  believed to be available to the
Partnership for similar term, fully amortizing long-term debt. The fair value of
the Partnership's long term debt at the Partership's  incremental borrowing rate
is approximately $46,574,000.

Other  Reserves:  The Corporate  General Partner may designate a portion of cash
generated  from  operations  as "other  reserves" in  determining  net cash from
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  fiscal  year that are  expected  to require the use of cash
during the next  fiscal  year.  The changes in other  reserves  during the years
ended  December 31, 2004 and 2003 were decreases of  approximately  $583,000 and
$154,000,  respectively.  The amounts were determined by considering  changes in
the balances of receivables and deposits, other assets, accounts payable, tenant
security  deposit  liabilities,  accrued  taxes,  due to  affiliates  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.

Cash and Cash Equivalents:  Cash and cash equivalents  includes cash on hand and
in banks.  At certain  times,  the amount of cash deposited at a bank may exceed
the limit on insured deposits.  Cash balances included approximately $886,000 at
December 31, 2004 that are  maintained  by an affiliated  management  company on
behalf of affiliated entities in cash concentration accounts.

Capital Improvements Reserve: During 2001, the Partnership received a settlement
for defective siding materials which were used in a construction  project at The
Lexington  Green  Apartments  completed  during  1988.  A  reserve  account  was
established  in  2001  with  the  mortgage  lender  pending  the  completion  of
renovations  to replace the defective  materials at the  property.  All work has
been completed and is currently  awaiting  inspection at which time the mortgage
lender will release the funds. At December 31, 2004, the balance in this reserve
was approximately $227,000, including interest.

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

Deferred  Costs:  Loan  costs  of  approximately  $1,437,000,  less  accumulated
amortization  of  approximately  $315,000,  are included in other assets and are
being  amortized  over the terms of the related  loan  agreements.  Amortization
expense for 2004 and 2003 was approximately  $74,000 and $82,000,  respectively,
and is  included  in interest  expense.  Amortization  expense is expected to be
approximately  $81,000  in 2005,  $80,000 in 2006,  $79,000 in 2007,  $78,000 in
2008, and $77,000 in 2009.

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

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

Leases: The Partnership  generally leases apartment units for twelve-month terms
or less. The Partnership will offer rental concessions during  particularly slow
months or in response to heavy  competition from other similar  complexes in the
area.  Rental  income  attributable  to  leases,  net  of  any  concessions,  is
recognized on a straight-line  basis over the term of the lease. The Partnership
evaluates all accounts  receivable  from residents and establishes an allowance,
after the application of security  deposits,  for accounts  greater than 30 days
past due on current tenants and all receivables due from former tenants.

Investment  Properties:   Investment  properties  consists  of  seven  apartment
complexes and are stated at cost.  Acquisition fees are capitalized as a cost of
real estate. The Partnership capitalizes all expenditures in excess of $250 that
clearly relate to the acquisition and installation of real and personal property
components.  These  expenditures  include  costs  incurred  to replace  existing
property components, costs incurred to add a material new feature to a property,
and costs that  increase  the useful  life or  service  potential  of a property
component.  These  capitalized costs are depreciated over the useful life of the
asset.  Expenditures for ordinary  repairs,  maintenance and apartment  turnover
costs are expensed as incurred. In accordance with SFAS No. 144, "Accounting for
the  Impairment  or Disposal of  Long-Lived  Assets,"  the  Partnership  records
impairment  losses on  long-lived  assets  used in  operations  when  events and
circumstances  indicate  that the assets might be impaired and the  undiscounted
cash flows  estimated to be generated by those assets are less than the carrying
amounts of those assets. No adjustments for impairment of value were recorded in
the years ended December 31, 2004 or 2003.

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.  SFAS No. 131 also established
standards for related disclosures about products and services, geographic areas,
and major  customers.  As defined in SFAS No. 131, the  Partnership has only one
reportable segment.

Advertising:  The  Partnership  expenses the costs of  advertising  as incurred.
Advertising costs of approximately $220,000 for each of the years ended December
31, 2004 and 2003 were charged to operating expense as incurred.

Note B - Mortgage Notes Payable

The 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
Property                          2004        Interest     Rate      Date       Maturity
                                   (in thousands)                            (in thousands)

Foxfire Apartments
<S>                             <C>           <C>         <C>      <C>   <C>      <C>
 1st mortgage                   $ 6,265       $ 59        7.79%    11/01/19       $ --

Old Salem Apartments
 1st mortgage                     8,892          85       8.02%    12/01/19           --

Woodland Village Apartments
 1st mortgage                     7,383          63       7.11%    09/01/21           --

Lake Johnson Mews Apartments
 1st mortgage                     6,514          57       7.43%    07/01/21           --

The      Lexington      Green
Apartments
 1st mortgage                     6,310          55       7.22%    01/01/21           --

Millhopper Village Apartments
 1st mortgage                     3,867          34       7.43%    07/01/21           --

Tar River Estates Apartments
 1st mortgage                     4,823          41       7.23%    01/01/22           --
Total                           $44,054       $ 394                               $ --
</TABLE>

The mortgage notes payable are fixed rate mortgages  that are  non-recourse  and
are secured by a pledge of the  Partnership's  rental properties and by a pledge
of revenues from the respective apartment properties. The mortgage notes payable
require prepayment  penalties if repaid prior to maturity and prohibit resale of
the properties subject to existing indebtedness.

Scheduled  principal  payments of mortgage notes payable  subsequent to December
31, 2004 are as follows (in thousands):

                                     2005     $  1,484
                                     2006        1,599
                                     2007        1,723
                                     2008        1,858
                                     2009        2,002
                                  Thereafter    35,388
                                              $ 44,054

Note C - Income Taxes

The Partnership has received a ruling from the Internal  Revenue Service that it
will  be  classified  as  a  partnership   for  Federal   income  tax  purposes.
Accordingly, no provision for income taxes is made in the consolidated 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 (loss)  income and Federal
taxable income (in thousands, except per unit data):

                                        2004          2003

Net (loss) income as reported          $ (972)        $ 305
Add (deduct):
     Depreciation differences           1,880         1,994
     Change in prepaid rental              (9)          (36)
     Gain from casualty and sale          (43)         (809)
     Other                                (162)         318
Federal taxable income                  $ 694       $ 1,772

Federal taxable income per
     limited partnership unit         $ 18.94       $ 33.39

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

            Net liabilities as reported            $ (12,871)
            Land and buildings                        (2,193)
            Accumulated depreciation                 (14,686)
            Syndication fees                           6,747
            Other                                        846

            Net liabilities - tax basis            $ (22,157)

Note D - Transactions with Affiliated Parties

The  Partnership  has no employees and depends on the Corporate  General Partner
and its  affiliates for the management  and  administration  of all  Partnership
activities.   The  Partnership   Agreement  provides  for  certain  payments  to
affiliates  for  services  and  reimbursement  of certain  expenses  incurred by
affiliates on behalf of the Partnership.

Affiliates of the Corporate  General  Partner  receive 5% of gross receipts from
all of the  Partnership's  properties as  compensation  for  providing  property
management  services.  The  Partnership  paid to such  affiliates  approximately
$685,000  and  $664,000  for  the  years  ended  December  31,  2004  and  2003,
respectively, which are included in operating expenses.

Affiliates  of  the  Corporate  General  Partner  charged  the  Partnership  for
reimbursement of accountable  administrative expenses amounting to approximately
$378,000  and  $582,000  for  the  years  ended  December  31,  2004  and  2003,
respectively,  which are  included in general and  administrative  expenses  and
investment  properties.   The  portion  of  these  reimbursements   included  in
investment  properties  for the years ended  December 31, 2004 and 2003 are fees
related to  construction  management  services  provided by an  affiliate of the
Corporate General Partner of approximately  $87,000 and $186,000,  respectively.
At  December  31,  2004,  approximately  $69,000 was owed to  affiliates  of the
Corporate General Partner for unpaid  reimbursements,  which are included in due
to affiliates.

In accordance with the Partnership Agreement, during the year ended December 31,
2004,  the Corporate  General  Partner  loaned  approximately  $1,949,000 to the
Partnership to fund the  redevelopment  project at Lake Johnson Mews  Apartments
and approximately $1,104,000 to fund operating expenses and real estate taxes at
four of the Partnership's investment properties.  During the year ended December
31, 2003, an affiliate of the Corporate  General  Partner loaned the Partnership
approximately $219,000 to fund real estate taxes at Woodland Village Apartments.
Interest  is  accrued at the prime rate plus 2% (7.25% at  December  31,  2004).
Interest  expense  was  approximately  $22,000  and $1,000  for the years  ended
December 31, 2004 and 2003,  respectively.  During the years ended  December 31,
2004 and 2003,  the  Partnership  made  payments on  advances  of  approximately
$150,000  and  $239,000,  respectively,  and related  interest of  approximately
$1,000 for each of the years ended  December 31, 2004 and 2003 to the  Corporate
General  Partner with cash from  operations.  At December  31,  2004,  the total
outstanding  loans and accrued  interest due to an  affiliate  of the  Corporate
General  Partner  is  approximately   $2,924,000  and  is  included  in  due  to
affiliates.  Subsequent  to December  31, 2004,  an  affiliate of the  Corporate
General Partner loaned approximately  $293,000 to fund the redevelopment project
at  Lake  Johnson  Mews   Apartments  and  has  committed  to  fund   additional
redevelopment costs of approximately $1,669,000.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Corporate  General  Partner.  During the years ended December 31, 2004 and 2003,
the Partnership was charged by AIMCO and its affiliates  approximately  $193,000
and $192,000,  respectively,  for insurance  coverage and fees  associated  with
policy claims administration.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its  affiliates  owned 39,106  Units in the  Partnership
representing  74.43% of the outstanding  Units at December 31, 2004. A number of
these  Units  were  acquired  pursuant  to  tender  offers  made by AIMCO or its
affiliates.  It is possible that AIMCO or its affiliates will acquire additional
Units  in  exchange  for  cash or a  combination  of cash  and  units  in  AIMCO
Properties,  L.P., the operating  partnership of AIMCO,  either through  private
purchases or tender offers.  Pursuant to the Partnership Agreement,  unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters  that  include,  but are not  limited  to,  voting on certain
amendments  to the  Partnership  Agreement  and voting to remove  the  Corporate
General  Partner.  As a result of its  ownership  of  74.43% of the  outstanding
Units,  AIMCO  and its  affiliates  are in a  position  to  control  all  voting
decisions  with  respect to the  Partnership.  Although  the  Corporate  General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Corporate  General  Partner  also  owes  fiduciary  duties  to AIMCO as its sole
stockholder.  As a result,  the  duties of the  Corporate  General  Partner,  as
corporate general partner,  to the Partnership and its limited partners may come
into conflict with the duties of the Corporate  General  Partner to AIMCO as its
sole stockholder.

Note E - Investment Properties and Accumulated Depreciation

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

                                                           Buildings        Cost
                                                          and Related   Capitalized
                                                           Personal    Subsequent to
           Description            Encumbrances    Land     Property     Acquisition
                                  (in thousands)                      (in thousands)
<S>                                  <C>         <C>        <C>           <C>
Foxfire Apartments                   $ 6,265     $ 830      $ 9,122       $ 2,618
Old Salem Apartments                   8,892        654      12,664         5,326
Woodland Village Apartments            7,383        605       9,135         4,545
Lake Johnson Mews Apartments           6,514        338       6,725         4,742
The Lexington Green Apartments         6,310      1,102       6,620         4,260
Millhopper Village Apartments          3,867        239       4,305         1,760
Tar River Estates Apartments           4,823        474       9,985         6,159
Totals                               $44,054    $ 4,242     $58,556       $29,410
</TABLE>

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

                                    Buildings
                                       And
                                      Related                      Date of
                                     Personal          Accumulated Construc-   Date   Depreciable
          Description         Land   Property   Total  Depreciation  tion    Acquired     Life
                                                      (in thousands)
   Foxfire Apartments
<S>                          <C>      <C>      <C>      <C>       <C>  <C>   <C>   <C>  <C>
   Atlanta, Georgia          $   830  $11,740  $12,570  $ 8,466   1969-1971  07/19/83 5-30 yrs

   Old Salem Apartments
   Charlottesville, Virginia     654   17,990   18,644   13,604   1969-1971  08/25/83 5-30 yrs

   Woodland Village
   Apartments
   Columbia, South Carolina      605   13,680   14,285    9,901      1974    09/01/83 5-30 yrs

   Lake Johnson Mews
   Apartments
   Raleigh, North Carolina       338   11,467   11,805    6,610   1972-1973  09/30/83 5-30 yrs

   The Lexington Green
    Apartments
   Sarasota, Florida           1,102   10,880   11,982    7,327   1973-1982  10/31/83 5-34 yrs

   Millhopper  Village
   Apartments
   Gainesville, Florida          239    6,065    6,304    4,649   1970-1976  11/22/83 5-30 yrs

   Tar River Estates
   Apartments
   Greenville,         North     286   16,332   16,618    8,900   1969-1972  01/18/84 5-30 yrs
   Carolina

                             $ 4,054  $88,154  $92,208  $59,457
            Totals
</TABLE>

During the year ended December 31, 2004, the Corporate  General  Partner began a
major  redevelopment  project at Lake Johnson Mews Apartments.  The property has
had difficulty  staying  competitive and needs to be updated.  Therefore,  in an
effort to increase  occupancy  and remain  competitive  in the local  market,  a
significant  redevelopment  project  has  been  started  and is  expected  to be
completed  in November  2005 at a total cost of  approximately  $3,911,000.  The
project is being funded from advances from an affiliate of the Corporate General
Partner.  The Corporate  General Partner  anticipates that all units will remain
available to lease during the redevelopment period.

During the year ended  December  31, 2004,  the  Partnership  incurred  costs of
approximately  $2,321,000 related to the redevelopment.  It is expected that the
redevelopment  will continue to be funded from  operations  and advances from an
affiliate of the Corporate General Partner.

Reconciliation of "investment properties and accumulated depreciation":

                                                           Years Ended
                                                          December 31,
                                                       2004            2003
                                                          (in thousands)
Investment Properties
Balance at beginning of year                        $88,479          $86,586
    Property improvements                             3,818            2,317
    Disposals of property                               (89)            (424)
Balance at end of year                              $92,208          $88,479

Accumulated Depreciation

Balance at beginning of year                        $56,164          $53,121
    Additions charged to expense                      3,353            3,338
    Disposals of property                               (60)            (295)
Balance at end of year                              $59,457          $56,164

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2004  and  2003 is  approximately  $90,015,000  and  $86,866,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December  31, 2004 and 2003 is  approximately  $74,143,000  and  $72,667,000,
respectively.

Note F - Casualty Events

In September  2004,  Millhopper  Apartments  experienced  damage from  Hurricane
Frances.  At December  31,  2004,  the  Partnership  estimates  damage  costs of
approximately  $78,000. The Corporate General Partner anticipates that insurance
proceeds to be received  will be sufficient  to cover  estimated  repairs and no
casualty loss will result from this event. In addition, the Partnership incurred
clean up costs of  approximately  $60,000,  which were not covered by insurance,
and  these  costs  are  reflected  in  operating  expenses  on the  accompanying
consolidated statements of operations.

The Partnership incurred clean up costs of approximately $9,000 at The Lexington
Green  Apartments  for  Hurricanes  Frances and Jeanne which were not covered by
insurance,   and  these  costs  are  reflected  in  operating  expenses  on  the
accompanying consolidated statements of operations.

On May 19, 2004,  Old Salem  Apartments  suffered fire damage to two units.  The
property  incurred  damages  of  approximately  $43,000.  During  the year ended
December 31, 2004, the Partnership  recognized a casualty gain of  approximately
$27,000  as a result of the  receipt  of  insurance  proceeds  of  approximately
$33,000  offset  by  the  write-off  of  the  undepreciated  damaged  assets  of
approximately $6,000.

On September 18, 2003, Old Salem Apartments  suffered hurricane damage,  causing
minor  damage  to 29 units.  The  property  incurred  damages  of  approximately
$46,000.  During the year ended December 31, 2004, the Partnership  recognized a
casualty gain of  approximately  $38,000 as a result of the receipt of insurance
proceeds of approximately $45,000,  offset by the write-off of the undepreciated
damaged assets of approximately $7,000.

On January 18, 2003,  there was a fire at Tar River Estates  Apartments  causing
damage to eight units. The property  incurred damages of approximately  $611,000
and lost rents of  approximately  $69,000.  During the year ended  December  31,
2003, the Partnership recognized a gain of approximately $500,000 as a result of
the receipt of  insurance  proceeds  of  approximately  $601,000,  offset by the
write-off of the  undepreciated  damaged assets of  approximately  $101,000.  In
addition,  the Partnership received insurance proceeds of approximately  $69,000
to cover lost rents, which is included in rental income.

In June 2002,  Foxfire  Apartments  experienced a fire, causing damage to twelve
units. The property  incurred  damages of approximately  $677,000 as a result of
the fire and lost rents of approximately $61,000. During the year ended December
31, 2002,  insurance  proceeds of approximately  $494,000 were received to cover
the damage to the property,  including  approximately  $59,000 which was held on
deposit  with the  mortgage  lender at  December  31,  2002 and  released to the
Partnership during the year ended December 31, 2003. The Partnership  recognized
a casualty gain of  approximately  $394,000 after writing off the  undepreciated
cost of the damaged  units during the year ended  December 31, 2002.  During the
year ended December 31, 2003, the Partnership  received  additional  proceeds of
approximately  $157,000 to cover the damages and approximately  $61,000 to cover
the lost rents, which is included in rental income.  The Partnership  recognized
an additional  gain of  approximately  $129,000 for the year ended  December 31,
2003, after writing off additional undepreciated damaged assets of approximately
$28,000.

Note G - Contingencies

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its Corporate  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of interests  in certain  Corporate  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition,  during the third quarter of 2001, a complaint  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  On or about  August 6, 2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial dissolution.

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

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

On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering  judgment  thereto.  On November 24,
2003,  the Objector  filed an  application  requesting  the court order AIMCO to
withdraw settlement tender offers it had commenced,  refrain from making further
offers  pending  the appeal and auction  any units  tendered  to third  parties,
contending  that the offers did not  conform  with the terms of the  settlement.
Counsel  for the  Objector  (on behalf of another  investor)  had  alternatively
requested the court take certain action  purportedly to enforce the terms of the
settlement agreement. On December 18, 2003, the court heard oral argument on the
motions  and denied them both in their  entirety.  The  Objector  filed a second
appeal challenging the court's use of a referee and its order requiring Objector
to pay those fees.

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April 23,  2004,  the  Corporate  General  Partner  and its  affiliates  filed a
response  brief in support  of the  settlement  and the  judgment  thereto.  The
plaintiffs  have also  filed a brief in support  of the  settlement.  On June 4,
2004,  Objector filed a reply to the briefs  submitted by the Corporate  General
Partner and  Plaintiffs.  In addition  both the  Objector and  plaintiffs  filed
briefs in connection  with the second  appeal.  On March 21, 2005,  the Court of
Appeals issued opinions in both pending  appeals.  With regard to the settlement
and judgment  entered  thereto,  the Court of Appeals  vacated the trial court's
order and remanded to the trial court for further findings on the basis that the
"state of the record is insufficient  to permit  meaningful  appellate  review".
With  regard to the  second  appeal,  the Court of  Appeals  reversed  the order
requiring the Objector to pay referee fees.

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

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates of the Corporate General Partner,  are defendants in an action in the
United States District Court,  District of Columbia.  The plaintiffs have styled
their  complaint  as a  collective  action  under the Fair Labor  Standards  Act
("FLSA") and seek to certify state subclasses in California,  Maryland,  and the
District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties
L.P. failed to compensate  maintenance  workers for time that they were required
to be "on-call." Additionally, plaintiffs allege AIMCO Properties L.P. failed to
comply  with the FLSA in  compensating  maintenance  workers  for time that they
worked in responding to a call while  "on-call."  The  defendants  have filed an
answer to the amended complaint denying the substantive  allegations.  Discovery
relating  to the  certification  of the  collective  action  has  concluded  and
briefing on the matter is underway.  Although the outcome of any  litigation  is
uncertain,  AIMCO  Properties,  L.P. does not believe that the ultimate  outcome
will have a material  adverse  effect on its  financial  condition or results of
operations.  Similarly,  the Corporate General Partner does not believe that the
ultimate  outcome  will have a  material  adverse  effect  on the  Partnership's
consolidated financial condition or results of operations.

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

Environmental

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

Mold

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

SEC Investigation

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


<PAGE>



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

          None.

Item 8A.  Controls and Procedures

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

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fourth quarter of 2004 that have materially  affected,  or are reasonably likely
to  materially  affect,  the  Partnership's   internal  control  over  financial
reporting.

Item 8b.    Other Information

            None.

                                    PART III

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

The Registrant has no directors or officers. The general partner responsible for
management of the  Partnership's  business is Shelter Realty V Corporation  (the
"Corporate General Partner"). The names and ages of, as well as the position and
offices  held by, the present  directors  or officers of the  Corporate  General
Partner are set forth below. There are no family relationships  between or among
any directors or officers.

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


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

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

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

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

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

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

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

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

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

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

Item 10. Executive Compensation

Neither the directors nor 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, no person or entity was known by the Registrant to be the
beneficial owner of more than 5% of the Limited  Partnership Units (the "Units")
of the Registrant as of December 31, 2004.

Entity                                  Number of Units      Percentage

Cooper River Properties, LLC
 (an affiliate of AIMCO)                      2,722             5.18%
AIMCO IPLP, L.P.
 (an affiliate of AIMCO)                     20,144            38.34%
AIMCO Properties, L.P.
 (an affiliate of AIMCO)                     16,240            30.91%

Cooper River  Properties LLC and AIMCO IPLP,  L.P. are  indirectly  ultimately
owned by AIMCO.  Their  business  address  is 55  Beattie  Place,  Greenville,
South Carolina 29602.

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

No director or officer of the  Corporate  General  Partner  owns any Units.  The
Corporate  General  Partner  owns 100  Units  as  required  by the  terms of the
Partnership  Agreement  governing the Partnership.  AIMCO Properties,  L.P., the
other general partner acquired 1,031 Units during the current fiscal year.

Item 12. Certain Relationships and Related Transactions

The  Partnership  has no employees and depends on the Corporate  General Partner
and its  affiliates for the management  and  administration  of all  Partnership
activities.   The  Partnership   Agreement  provides  for  certain  payments  to
affiliates  for  services  and  reimbursement  of certain  expenses  incurred by
affiliates on behalf of the Partnership.

Affiliates of the Corporate  General  Partner  receive 5% of gross receipts from
all of the  Partnership's  properties as  compensation  for  providing  property
management  services.  The  Partnership  paid to such  affiliates  approximately
$685,000  and  $664,000  for  the  years  ended  December  31,  2004  and  2003,
respectively,  which are  included in  operating  expenses  on the  consolidated
statement of operations included in "Item 7. Financial Statements".

Affiliates  of  the  Corporate  General  Partner  charged  the  Partnership  for
reimbursement of accountable  administrative expenses amounting to approximately
$378,000  and  $582,000  for  the  years  ended  December  31,  2004  and  2003,
respectively,  which are  included in general and  administrative  expenses  and
investment properties on the consolidated financial statements included in "Item
7.  Financial  Statements".  The  portion of these  reimbursements  included  in
investment  properties  for the years ended  December 31, 2004 and 2003 are fees
related to  construction  management  services  provided by an  affiliate of the
Corporate General Partner of approximately  $87,000 and $186,000,  respectively.
At  December  31,  2004,  approximately  $69,000 was owed to  affiliates  of the
Corporate General Partner for unpaid  reimbursements,  which are included in due
to affiliates on the  consolidated  balance sheet included in "Item 7. Financial
Statements".

In accordance with the Partnership Agreement, during the year ended December 31,
2004,  the Corporate  General  Partner  loaned  approximately  $1,949,000 to the
Partnership to fund the  redevelopment  project at Lake Johnson Mews  Apartments
and approximately $1,104,000 to fund operating expenses and real estate taxes at
four of the Partnership's investment properties.  During the year ended December
31, 2003, an affiliate of the Corporate  General  Partner loaned the Partnership
approximately $219,000 to fund real estate taxes at Woodland Village Apartments.
Interest  is  accrued at the prime rate plus 2% (7.25% at  December  31,  2004).
Interest  expense  was  approximately  $22,000  and $1,000  for the years  ended
December 31, 2004 and 2003,  respectively.  During the years ended  December 31,
2004 and 2003,  the  Partnership  made  payments on  advances  of  approximately
$150,000  and  $239,000,  respectively,  and related  interest of  approximately
$1,000 for each of the years ended  December 31, 2004 and 2003 to the  Corporate
General  Partner with cash from  operations.  At December  31,  2004,  the total
outstanding  loans and accrued  interest due to an  affiliate  of the  Corporate
General Partner is approximately $2,924,000 and is included in due to affiliates
on the  consolidated  balance sheet included in "Item 7. Financial  Statements".
Subsequent to December 31, 2004, an affiliate of the Corporate  General  Partner
loaned approximately  $293,000 to fund the redevelopment project at Lake Johnson
Mews  Apartments  and has committed to fund  additional  redevelopment  costs of
approximately $1,669,000.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance  policies  obtained  by  AIMCO  from  insurers  unaffiliated  with the
Corporate  General  Partner.  During the years ended December 31, 2004 and 2003,
the Partnership was charged by AIMCO and its affiliates  approximately  $193,000
and $192,000,  respectively,  for insurance  coverage and fees  associated  with
policy claims administration.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its  affiliates  owned 39,106  Units in the  Partnership
representing  74.43% of the outstanding  Units at December 31, 2004. A number of
these  Units  were  acquired  pursuant  to  tender  offers  made by AIMCO or its
affiliates.  It is possible that AIMCO or its affiliates will acquire additional
Units  in  exchange  for  cash or a  combination  of cash  and  units  in  AIMCO
Properties,  L.P., the operating  partnership of AIMCO,  either through  private
purchases or tender offers.  Pursuant to the Partnership Agreement,  unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters  that  include,  but are not  limited  to,  voting on certain
amendments  to the  Partnership  Agreement  and voting to remove  the  Corporate
General  Partner.  As a result of its  ownership  of  74.43% of the  outstanding
Units,  AIMCO  and its  affiliates  are in a  position  to  control  all  voting
decisions  with  respect to the  Partnership.  Although  the  Corporate  General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Corporate  General  Partner  also  owes  fiduciary  duties  to AIMCO as its sole
stockholder.  As a result,  the  duties of the  Corporate  General  Partner,  as
corporate general partner,  to the Partnership and its limited partners may come
into conflict with the duties of the Corporate  General  Partner to AIMCO as its
sole stockholder.

Item 13. Exhibits

         See Exhibit Index.

Item 14. Principal Accountant Fees and Services

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

Audit Fees. Fees for audit services  totaled  approximately  $70,000 and $68,000
for 2004 and 2003,  respectively.  Fees for audit services also include fees for
the reviews of the Partnership's Quarterly Reports on Form 10-QSB.

Tax Fees. Fees for tax services  totaled  approximately  $29,000 and $34,000 for
2004 and 2003, respectively.

                                   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 V

                                 By:     Shelter Realty V Corporation
                                         Corporate General Partner

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


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


                                 Date:  March 25, 2005

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


/s/Harry G. Alcock            Director and Executive  Date: March 25, 2005
Harry G. Alcock               Vice President


/s/Martha L. Long             Director and Senior Vice Date: March 25, 2005
Martha L. Long                President


/s/Stephen B. Waters          Vice President           Date: March 25, 2005
Stephen B. Waters


                                  EXHIBIT INDEX

Exhibit


      3           See Exhibit 4(a)

      3.1         Second  Amended and Restated  Bylaws of IPT,  dated October 2,
                  1998 (incorporated by reference to Current Report on Form 8-K,
                  dated October 1, 1998).

      4     (a)   Amended and Restated  Certificate  and  Agreement of Limited
                  Partnership  (included  as  Exhibit A to the  Prospectus  of
                  Registrant  dated May 27, 1983  contained in Amendment No. 1
                  to Registration  Statement No. 2-81308,  of Registrant filed
                  June 8, 1982 (the  "Prospectus") and incorporated  herein by
                  reference.)

            (b)   Subscription   Agreement  and  Signature   Page  (included  as
                  Exhibits  4(A)  and  4  (B)  to  the  Registration  Statement,
                  incorporated herein by reference).

      10(i) Contracts related to acquisition of properties.

            (a)   Purchase  Agreement  dated  May  23,  1983  between  CFC  1978
                  Partnership C and U.S. Shelter  Corporation to acquire Foxfire
                  Apartments.*

            (b)   Purchase  Agreement  dated May 14, 1983  between Old Salem and
                  U.S. Shelter Corporation to acquire Old Salem Apartments.*

            (c)   Purchase  Agreement  dated  April  21,  1983  between  Europco
                  Management Company of America and U.S. Shelter  Corporation to
                  acquire Woodland Village Apartments.*

            (d)   Purchase   Agreement   dated  May  6,  1983  between   Europco
                  Management Company of America and U.S. Shelter Corporation
                  to acquire Lake Johnson Mews.*

                     *Filed as Exhibits 12(a) through 12(d), respectively,  to
                     Amendment No. 1 of Registration  Statement No. 2-81308 of
                     Registrant filed May 24, 1983 and incorporated  herein by
                     reference.

            (e)   Purchase  Agreement  dated June 17, 1983 between The Lexington
                  Apartments  and  U.S.  Shelter   Corporation  to  acquire  The
                  Lexington    Apartments.    (Filed   as   Exhibit   12(E)   to
                  Post-Effective  Amendment No. 1 of Registration  Statement No.
                  2-81308 of  Registrant  filed June 27,  1983 and  incorporated
                  herein by reference).

            (f)   Purchase  Agreement  dated  August 26, 1983  between  James S.
                  Quincey and U.S.  Shelter  Corporation  to acquire  Millhopper
                  Village Apartments.  (Filed as Exhibit 12(F) to Post-Effective
                  Amendment  No. 1 of  Registration  Statement  No.  2-81308  of
                  Registrant filed October 13, 1983 and  incorporated  herein by
                  reference).

            (h)   Purchase  Agreement  dated December 14, 1983 between  Virginia
                  Real Estate Investors and U.S. Shelter  Corporation to acquire
                  Tar  River  Estates.  (Filed as  Exhibit  10(B) to Form 8-K of
                  Registrant dated December 8, 1983 and  incorporated  herein by
                  reference).

      (iii) Contracts related to refinancing of debt:

            (l)   Multifamily  Note secured by a Mortgage or Deed of Trust dated
                  October  25,  1999,   between  Foxfire  Apartments  V  Limited
                  Partnership and GMAC Commercial Mortgage  Corporation relating
                  to Foxfire Apartments.  (Filed as Exhibit 10(1) to Form 10-KSB
                  of  Registrant   for  period  ended   November  30,  1999  and
                  incorporated herein by reference).

            (m)   Multifamily  Note secured by a Mortgage or Deed of Trust dated
                  November  10,  1999,  between  Shelter  Properties  V  Limited
                  Partnership and GMAC Commercial Mortgage  Corporation relating
                  to Old  Salem  Apartments.  (Filed  as  Exhibit  10(m) to Form
                  10-KSB of  Registrant  for period ended  November 30, 1999 and
                  incorporated herein by reference).

            (n)   Multifamily  Note secured by a Mortgage or Deed of Trust dated
                  December  15, 2000  between New Shelter  Properties  V Limited
                  Partnership  and  Reilly  Mortgage  Group,  Inc.  relating  to
                  Lexington Green Apartments. (Filed as Exhibit 10(iii)n to Form
                  10-KSB of Registrant  filed on April 2, 2001 and  incorporated
                  herein by reference).

            (o)   Multifamily  Note dated June 28, 2001, by and between  Shelter
                  Properties V Limited  Partnership,  a South  Carolina  limited
                  partnership,   and  GMAC  Commercial   Mortgage   Corporation,
                  relating to Lake  Johnson Mews  Apartments.  (Filed as Exhibit
                  10(iii)o to Form 10-QSB of Registrant filed on August 13, 2001
                  and incorporated herein by reference).

            (p)   Multifamily  Note dated June 28, 2001, by and between  Shelter
                  Properties V Limited  Partnership,  a South  Carolina  limited
                  partnership,   and  GMAC  Commercial   Mortgage   Corporation,
                  relating to Millhopper Village  Apartments.  (Filed as Exhibit
                  10(iii)p to Form 10-QSB of Registrant filed on August 13, 2001
                  and incorporated herein by reference).

            (q)   Multifamily Note dated August 30, 2001, by and between Shelter
                  Properties V Limited  Partnership,  a South  Carolina  limited
                  partnership,   and  GMAC  Commercial   Mortgage   Corporation,
                  relating to  Woodland  Village  Apartments.  (Filed as Exhibit
                  10(iii)q to Form 10-QSB of  Registrant  filed on November  13,
                  2001 and incorporated herein by reference).

            (r)   Multifamily  Note dated  December 28, 2001, by and between New
                  Shelter  V  Limited  Partnership,  a  South  Carolina  limited
                  partnership,  and Lend  Lease  Mortgage  Capital,  LP, a Texas
                  limited partnership. (Filed as Exhibit 10(iii)r to Form 8-K of
                  Registrant filed on January 14, 2002 and  incorporated  herein
                  by reference).

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

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

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




Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


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

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

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

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

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

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

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

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

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

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

Date:  March 25, 2005

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

Exhibit 31.2
                                  CERTIFICATION

I, Stephen B. Waters, certify that:

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

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

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

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

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

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

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

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

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

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

Date:  March 25, 2005
                                    /s/Stephen B. Waters
                                    Stephen B. Waters
                                    Vice President of Shelter Realty V
                                    Corporation, equivalent of the chief
                                    financial officer of the Partnership

Exhibit 32.1


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



In connection with the Annual Report on Form 10-KSB of Shelter Properties V (the
"Partnership"),  for the  year  ended  December  31,  2004  as  filed  with  the
Securities and Exchange Commission on the date hereof (the "Report"),  Martha L.
Long, as the equivalent of the chief executive  officer of the Partnership,  and
Stephen B.  Waters,  as the  equivalent  of the chief  financial  officer of the
Partnership,  each hereby  certifies,  pursuant to 18 U.S.C.  Section  1350,  as
adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, that, to the
best of his knowledge:

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

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


                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  March 25, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  March 25, 2005

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