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

                                   Form 10-KSB

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

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

                For the transition period from _________to _________

                         Commission file number 0-11574

                                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.  $20,868,000

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests, as of December 31, 2001. No market exists for the limited partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

                                     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.  An additional  100 Units were purchased by the
Corporate General Partner.

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.  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.

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.

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

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

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

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

Item 2.  Description of Properties

The following table sets forth the Registrant'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 (2)     01/18/84   Fee ownership, subject     Apartment
  Greenville, North Carolina                    to first mortgage. (1)     220 units (2)
</TABLE>


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

(2)   On October 17, 2001, the  Partnership  sold a portion of the land from Tar
      River Estates  Apartments to the city of Greenville,  North Carolina,  for
      net proceeds of approximately  $6,176,000 after a reduction for FEMA funds
      previously received. The land had previously held 182 units prior to being
      destroyed  as a result of severe  flooding  during 1999.  The  Partnership
      realized a gain of  approximately  $5,968,000 as a result of the sale. The
      Partnership used approximately $4,342,000 of the net proceeds to repay the
      mortgages encumbering the property. In addition,  the Partnership recorded
      an  extraordinary  loss on early  extinguishment  of debt of approximately
      $89,000  as a result  of the  write-off  of  unamortized  loan  costs  and
      mortgage discounts.


<PAGE>



Schedule of Properties:

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

<TABLE>
<CAPTION>

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

<S>                          <C>         <C>          <C>                  <C>
Foxfire Apartments           $11,497     $ 7,428      5-29 yrs    S/L      $ 1,620
Old Salem Apartments          18,010      11,430      5-28 yrs    S/L        3,055
Woodland Village
   Apartments                 13,785       8,201      5-30 yrs    S/L        2,286
Lake Johnson Mews
   Apartments                  8,966       5,561      5-30 yrs    S/L        1,386
The Lexington Green
   Apartments                 10,953       6,115      5-34 yrs    S/L        2,403
Millhopper Village
   Apartments                  6,142       3,981      5-29 yrs    S/L          883
Tar River Estates
   Apartments                 14,630       7,395      5-30 yrs    S/L        1,240
                             $83,983     $50,111                           $12,873

See  "Note  A" to the  financial  statements  included  in  "Item  7.  Financial
Statements" for a description of the Partnership's depreciation policy.
</TABLE>


<PAGE>



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               2001         Rate     Amortized   Date(2)      Maturity(2)
                         (in thousands)                                     (in thousands)

Foxfire Apartments
<S>                        <C>             <C>         <C>      <C>   <C>    <C>
  1st mortgage             $ 6,861         7.79%       (1)      11/01/19     $    --

Old Salem Apartments
  1st mortgage               9,711         8.02%       (1)      12/01/19          --

Woodland Village
  Apartments
  1st mortgage               8,004         7.11%       (1)      09/01/21          --

Lake Johnson Mews
  Apartments
  1st mortgage               7,051         7.43%       (1)      07/01/21          --

The Lexington Green
  Apartments
  1st mortgage               6,871         7.22%       (1)      01/01/21          --

Millhopper Village
  Apartments
   1st mortgage              4,186         7.43%       (1)      07/01/21          --

Tar River Estates
  Apartments
   1st mortgage              5,200         7.23%       (1)      01/01/22          --

Total                      $47,884                                          $     --
</TABLE>

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

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

On December  28,  2001,  the  Partnership  obtained  new  financing on Tar River
Estates  Apartments.  Gross proceeds from the new financing  were  approximately
$5,200,000.  The new note requires monthly  principal and interest payments at a
fixed rate of 7.23% and matures  January 1, 2022, at which time it will be fully
amortized.  The old debt of  approximately  $4,342,000  carried a fixed interest
rate of 7.60% and was repaid with proceeds from the  condemnation  and sale of a
portion of the land to the city of  Greenville,  North  Carolina,  as  discussed
above.  Total  capitalized  loan costs for the new mortgage  were  approximately
$146,000 at December 31, 2001.

On August 31, 2001,  the  Partnership  refinanced  the mortgage note at Woodland
Village Apartments. Gross proceeds from the refinancing were $8,050,000 of which
approximately  $4,950,000 was used to repay the existing  mortgage note. The new
note requires monthly  principal and interest  payments at a fixed rate of 7.11%
and matures  September 1, 2021, at which time the loan will be fully  amortized.
The old debt carried a fixed interest rate of 7.33%. The Partnership  recognized
an  extraordinary  loss on the  early  extinguishment  of debt of  approximately
$38,000,  due to the write-off of unamortized loan costs. Total capitalized loan
costs for the new mortgage were approximately $279,000 at December 31, 2001.

On June 28, 2001, the Partnership refinanced the mortgage notes encumbering Lake
Johnson Mews  Apartments and Millhopper  Village  Apartments.  The  refinancings
replaced   indebtedness  of  approximately   $4,350,000  at  Lake  Johnson  Mews
Apartments and $2,700,000 at Millhopper Village Apartments with new mortgages in
the amounts of $7,117,000 and $4,225,000,  respectively.  The new mortgages both
carry a  stated  interest  rate of 7.43% as  compared  to 7.33% on the  previous
loans.  Payments of principal  and  interest on the new  mortgage  loans are due
monthly until the loans mature on July 1, 2021, at which time they will be fully
amortized.  The  Partnership  recognized  an  extraordinary  loss  on the  early
extinguishment of debt of approximately  $38,000 at Lake Johnson Mews Apartments
and approximately  $36,000 at Millhopper Village Apartments due to the write-off
of unamortized  loan costs.  Total  capitalized loan costs for the new mortgages
were  approximately  $232,000 for Lake Johnson Mews Apartments and approximately
$171,000 for Millhopper Village Apartments at December 31, 2001.

On December 15,  2000,  the  Partnership  refinanced  the mortgage  notes at The
Lexington Green  Apartments.  Gross proceeds from refinancing were $7,020,000 of
which approximately $3,272,000 was used to pay off the existing first and second
mortgage notes. The new note requires monthly principal and interest payments at
a fixed  interest  rate of 7.22% and matures  January 1, 2021,  at which time it
will be fully amortized. The old debt carried fixed interest rates of 7.60% with
maturities  of  November  15,  2002.  Total  capitalized  loan costs for the new
mortgage  were  approximately  $195,000  for the year ended  December  31, 2000.
Additional loan costs of approximately  $14,000 were capitalized during the year
ended December 31, 2001.

Rental Rates and Occupancy:

Average  annual rental rates and occupancy for the years ended December 31, 2001
and 2000 are as follows:

<TABLE>
<CAPTION>

                                          Average Annual            Average Annual
                                           Rental Rates               Occupancy
                                            (per unit)
Property                                2001          2000         2001        2000
<S>                                    <C>           <C>            <C>        <C>
Foxfire Apartments                     $8,834        $8,512         93%        95%
Old Salem Apartments                    8,054         7,805         97%        98%
Woodland Village Apartments             8,287         8,028         94%        93%
Lake Johnson Mews Apartments            9,138         9,051         92%        94%
The Lexington Green Apartments          8,411         8,111         96%        97%
Millhopper Village  Apartments          9,128         8,792         94%        95%
Tar River Estates Apartments (1)        7,698         6,574         71%        35%
</TABLE>

(1)   During September 1999, Tar River Estates  Apartments was damaged by severe
      flooding  which  affected  certain areas of North  Carolina.  The property
      incurred  extensive damage as a result of the flooding causing portions of
      the property to be unavailable  for occupancy  since  September  1999. The
      occupancy  for the  units  not  damaged  at the  property  was 96% at both
      December 31, 2001 and 2000. The Partnership  has completed  reconstruction
      of the 220 remaining units at the property.  The Partnership negotiated an
      agreement with the city of Greenville,  North Carolina,  whereby a portion
      of the land  containing  182 units was  condemned  and sold to the city on
      October 17, 2001. Therefore, the 182 apartment units previously located on
      this land were not reconstructed.

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, 2001,  no  residential  tenant  leases 10% or more of the available
rental space.  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 2001 for each property were as follows:

                                           2001              2001
                                          Billing            Rate
                                      (in thousands)

Foxfire Apartments                        $158                3.73%
Old Salem Apartments                       107                0.74%
Woodland Village Apartments                202               31.65%
Lake Johnson Mews Apartments*               89                0.99%
The Lexington Green Apartments             225                2.40%
Millhopper Village Apartments               81                2.58%
Tar River Estates Apartments                76                1.49%

*This  property  has a fiscal  year  different  than the real  estate  tax year;
therefore, tax expense as stated in the Partnership's  Consolidated Statement of
Operations does not agree to the 2001 billings.

Capital Improvements:

Millhopper Village Apartments:  The Partnership completed approximately $177,000
in capital  expenditures  at Millhopper  Village  Apartments  for the year ended
December  31,  2001,  consisting  primarily  of parking  lot  upgrades,  a water
submetering  project,  and floor covering  replacement.  These improvements were
funded from  replacement  reserves and operations.  The Partnership is currently
evaluating the capital  improvement needs of the property for the upcoming year.
The  minimum  amount to be  budgeted is expected to be $300 per unit or $40,800.
Additional  improvements  may be  considered  and 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 $443,000 in capital
expenditures  at  Foxfire  Apartments  for the year  ended  December  31,  2001,
consisting primarily of structural  improvements,  interior improvements,  floor
covering and appliance  replacements,  and construction related to the repair of
the units damaged in a fire as discussed in "Item 7. Financial Statements - Note
G". These improvements were funded from replacement reserves and operations. The
Partnership  is  currently  evaluating  the  capital  improvement  needs  of the
property for the upcoming year. The minimum amount to be budgeted is expected to
be $300 per unit or $79,800.  Additional improvements may be considered and 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 $232,000
in capital  expenditures  at Lake  Johnson  Mews  Apartments  for the year ended
December  31,  2001,  consisting  primarily  of  structural  improvements,   air
conditioning  unit upgrades,  cabinet  improvements,  water  heaters,  and floor
covering  replacement.  These improvements were funded from replacement reserves
and operations.  The Partnership is currently evaluating the capital improvement
needs of the property for the upcoming  year.  The minimum amount to be budgeted
is  expected  to be $300 per unit or  $60,300.  Additional  improvements  may be
considered and will depend on the physical  condition of the property as well as
replacement reserves and anticipated cash flow generated by the property.

Woodland Village Apartments: The Partnership completed approximately $701,000 in
capital  expenditures at Woodland Village Apartments for the year ended December
31, 2001,  consisting  primarily of repairs  related to the fire which  occurred
July 1999,  as discussed in "Item 7.  Financial  Statements - Note G",  interior
building improvements, exterior painting, a water submetering project, and floor
covering   replacement.   These   improvements   were  funded  from  operations,
replacement  reserves,  and insurance  proceeds.  The  Partnership  is currently
evaluating the capital  improvement needs of the property for the upcoming year.
The  minimum  amount to be  budgeted is expected to be $300 per unit or $92,400.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

The Lexington Green Apartments: The Partnership completed approximately $365,000
in  capital  expenditures  at  Lexington  Green  Apartments  for the year  ended
December 31, 2001,  consisting  primarily of plumbing  upgrades,  floor covering
replacement,  cabinet  upgrades,  and construction  related to the repair of the
units damaged during a storm,  as discussed in "Item 7.  Financial  Statements -
Note  G".  These  improvements  were  funded  primarily  from  operations.   The
Partnership  is  currently  evaluating  the  capital  improvement  needs  of the
property for the upcoming year. The minimum amount to be budgeted is expected to
be $300 per unit or $80,100.  Additional improvements may be considered and will
depend on the physical condition of the property as well as replacement reserves
and anticipated cash flow generated by the property.

Tar River Estates Apartments: The Partnership completed approximately $3,825,000
in  capital  expenditures  for the year  ended  December  31,  2001,  consisting
primarily of floor covering replacement and other exterior and interior building
improvements  associated with repairs  required due to severe flood damage which
occurred during September 1999, as discussed in "Item 7. Financial  Statements -
Note G". These improvements were funded from replacement  reserves,  operations,
and insurance  proceeds  which were received  during 2000.  The  Partnership  is
currently  evaluating  the capital  improvement  needs of the  property  for the
upcoming year. The minimum amount to be budgeted is expected to be approximately
$708,000,  which includes  approximately  $642,000 for the construction of a new
swimming  pool and  clubhouse and  additional  improvements  of $300 per unit or
$66,000.  Additional  improvements  may be  considered  and will  depend  on the
physical  condition  of  the  property  as  well  as  replacement  reserves  and
anticipated cash flow generated by the property.

Old Salem  Apartments:  The  Partnership  completed  approximately  $394,000  in
capital  expenditures  at Old Salem  Apartments  for the year ended December 31,
2001,  consisting  primarily  of heating  and air  conditioning  unit  upgrades,
plumbing   upgrades,   cabinet  upgrades,   and  floor  covering  and  appliance
replacements. These improvements were funded from operations. The Partnership is
currently  evaluating  the capital  improvement  needs of the  property  for the
upcoming year. The minimum amount to be budgeted is expected to be $300 per unit
or $109,200.  Additional  improvements  may be considered and will depend on the
physical condition of the property as well as anticipated cash flow generated by
the property.

Item 3.  Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its Corporate  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition of interests in certain  general  partner  entities by
Insignia  Financial  Group,  Inc.  ("Insignia")  and entities which were, at one
time,  affiliates of Insignia;  past tender offers by the Insignia affiliates to
acquire  limited  partnership  units;  management  of  the  partnerships  by the
Insignia  affiliates;  and the series of transactions which closed on October 1,
1998 and  February 26, 1999 whereby  Insignia  and  Insignia  Properties  Trust,
respectively,  were merged into AIMCO.  The plaintiffs seek monetary damages and
equitable relief, including judicial dissolution of the Partnership. On June 25,
1998,  the Corporate  General  Partner filed a motion  seeking  dismissal of the
action.  In lieu of responding to the motion,  the  plaintiffs  filed an amended
complaint.  The  Corporate  General  Partner  filed  demurrers  to  the  amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Corporate  General Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Corporate  General  Partner and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Corporate General Partner and affiliated defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.  The  Corporate  General  Partner  and  affiliated
defendants  oppose  the motion and a hearing  has been  scheduled  for April 29,
2002. The Court has set the matter for trial in January 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Corporate  General Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.

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

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

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

During the quarter ended December 31, 2001, no matter was submitted to a vote of
security holders through the solicitation of proxies or otherwise.


<PAGE>


                                     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 aggregating $52,538,000,  inclusive of 100 units which
were  purchased by the Corporate  General  Partner.  The  Partnership  had 1,760
holders of record  owning an  aggregate  of 52,538  Units at December  31, 2001.
Affiliates  of the  Corporate  General  Partner  owned 36,924 units or 70.28% at
December 31, 2001. No public trading market has developed for the Units,  and it
is not anticipated that such a market will develop in the future.

The following table sets forth the distributions made by the Partnership for the
years ended December 31, 2001 and 2000 (see "Item 6. Management's Discussion and
Analysis or Plan of Operation" for further details):

                                                       Distributions
                                                                     Per Limited
                                              Aggregate         Partnership Unit
          01/01/00 - 12/31/00              $11,654,000 (1)          $ 221.25
          01/01/01 - 12/31/01                9,520,000 (2)            179.87

(1)   Consists of  $9,285,000  of  refinancing  proceeds  from  Lexington  Green
      Apartments,  Foxfire Apartments and Old Salem Apartments and $2,369,000 of
      cash from operations.

(2)   Consists of $1,623,000 of cash from operations,  $6,302,000 of refinancing
      proceeds from Lake Johnson Mews Apartments,  Millhopper Village Apartments
      and Woodland Village Apartments, $1,541,000 of proceeds from the sale of a
      portion of the land at Tar River  Estates  Apartments,  and $54,000 to the
      general partner of the majority-owned sub-tier limited partnership.

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the  availability of cash reserves,  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  additional  distributions  to its partners in 2002 or  subsequent
periods.  See "Item 2.  Description  of Properties - Capital  Improvements"  for
information relating to anticipated capital expenditures at the properties.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 36,924 limited partnership units in
the Partnership  representing  70.28% of the  outstanding  units at December 31,
2001. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional limited partnership  interests in the Partnership for cash or
in exchange  for units in the  operating  partnership  of AIMCO  either  through
private purchases or tender offers. Under the Partnership Agreement, unitholders
holding a majority of the units are  entitled  to take action with  respect to a
variety of matters,  which would  include  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the Corporate General Partner.  As a
result  of its  ownership  of  70.28% of the  outstanding  units,  AIMCO is in a
position to control all such voting  decisions with respect to the  Partnership.
When voting on matters, AIMCO would in all likelihood vote the units it acquired
in a manner  favorable to the interest of the Corporate  General Partner because
of its affiliation with the Corporate General Partner.


<PAGE>



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

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

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

Results of Operations

The  Partnership's  net  income  for  the  year  ended  December  31,  2001  was
approximately  $7,100,000 as compared to net income of approximately  $3,318,000
for the year ended  December 31,  2000.  The increase in net income is due to an
increase in total revenues  partially  offset by an increase in total  expenses.
Total  revenues  increased  primarily  due to a gain on sale of a portion of the
land at Tar River  Estates  Apartments  in October 2001 and an increase in other
income  which  were  partially  offset by  decreases  in rental  income  and the
recognition  of casualty  gains.  On October 17, 2001,  the  Partnership  sold a
portion of land from Tar River  Estates  Apartments  to the city of  Greenville,
North Carolina,  for net proceeds of approximately  $6,176,000 after a reduction
for  FEMA  funds  previously  received.  The  Partnership  realized  a  gain  of
approximately  $5,968,000  as  a  result  of  the  sale.  The  Partnership  used
approximately  $4,342,000 of the net proceeds to repay the mortgages encumbering
the property. In addition, the Partnership recorded an extraordinary loss on the
early  extinguishment  of debt  of  approximately  $89,000  as a  result  of the
write-off of unamortized loan costs and mortgage discounts.

In addition to the gain on sale of property discussed above, total revenues also
increased due to an increase in other  income,  which  increased  primarily as a
result  of  increased  utility  reimbursements  at  four  of  the  Partnership's
investment  properties.  The increase in other income was partially  offset by a
decrease  in  interest  income  as a  result  of  lower  average  cash  balances
maintained in interest  bearing  accounts and a settlement  received in 2000 for
defective   materials  used  in  a  construction   project  at  Lexington  Green
Apartments. The increase in total revenues was partially offset by a decrease in
the  recognition of casualty gain and, to a lesser extent,  a decrease in rental
income.  The casualty  gain  recognized in 2000 is a result of a casualty at Tar
River Estates  Apartments (as discussed below).  The casualty gain recognized in
2001 is a result of casualties  which occurred at Woodland  Village  Apartments,
Foxfire  Apartments and Lexington  Green  Apartments (as discussed  below).  The
decrease in rental income is primarily due to the receipt of insurance  proceeds
in 2000 to cover lost  rents as a result of the  casualty  at Tar River  Estates
Apartments.  No proceeds  were received to cover lost rents at Tar River Estates
Apartments in 2001. The decrease in rental income is also due to a lesser extent
a  slight  decrease  in  occupancy  at  five  of  the  Partnership's  investment
properties  and  increased  concessions.  The  decrease  in  rental  income  was
partially offset by an increase in occupancy at Woodland Village  Apartments and
an  increase in the average  rental rate at all of the  Registrant's  investment
properties.

Total expenses increased primarily due to increases in operating,  interest, and
property tax expenses.  Operating expenses increased  primarily due to increases
in insurance  premiums and payroll related expenses at all of the  Partnership's
investment properties and an increase in utilities at Old Salem Apartments.  The
increase in operating expenses was partially offset by a decrease in maintenance
expense. Interest expense increased at Lake Johnson Mews Apartments,  Millhopper
Village Apartments,  Lexington Green Apartments, and Woodland Village Apartments
as a result of an increase in their respective loan balances due to refinancings
during 2001 and 2000,  partially offset by a decrease in interest expense at Tar
River Estates  Apartments due to certain  interest costs being  capitalized (see
discussion  below).  The increase in property tax expense is due primarily to an
increase  in  the  assessed  value  at  five  of  the  Partnership's  investment
properties.  Depreciation  and  general  and  administrative  expenses  remained
relatively  constant  for  the  comparable  periods.  Included  in  general  and
administrative  expenses  at both  December  31,  2001 and  2000 are  management
reimbursements  to the Corporate  General  Partner allowed under the Partnership
Agreement.  Also  included  in  general  and  administrative  expense  are costs
associated  with the  quarterly  and annual  communications  with  investors and
regulatory  agencies  and the  annual  audits  and  appraisals  required  by the
Partnership Agreement.

In September 2001,  Lexington Green  Apartments was damaged by a tropical storm.
There was  extensive  damage to two units in  addition  to 36 units  with  minor
damage.  The property  incurred damages of approximately  $69,000 as a result of
the storm. As of December 31, 2001, insurance proceeds of approximately  $52,000
have been received to cover the damage to the property.  These proceeds are held
on deposit with the mortgage lender.  After writing off the undepreciated  costs
of  the  damaged  units,   the   Partnership   recognized  a  casualty  gain  of
approximately $33,000 during the year ended December 31, 2001.

In August 2001, there was a fire at Foxfire  Apartments which damaged ten units.
The  property  incurred  damages  of  approximately  $259,000  and lost rents of
approximately  $22,000  as a  result  of the  fire.  As of  December  31,  2001,
insurance  proceeds of  approximately  $22,000 have been  received to cover lost
rents and are  included  in rental  income and  approximately  $202,000 to cover
damage to the property.  After writing off the undepreciated cost of the damaged
units, the Partnership  recognized a casualty gain of approximately $102,000 for
the year ended December 31, 2001.

In September  1999, Tar River Estates  Apartments was damaged by severe flooding
which  affected  certain  areas  of North  Carolina.  It is  estimated  that the
property has incurred  approximately  $6,323,000  in damages as a result of this
flooding.   As  of  December  31,  2001,  insurance  proceeds  of  approximately
$5,316,000  have been  received to cover lost rents and damage to the  property,
resulting  in a casualty  gain of  approximately  $1,662,000  for the year ended
December 31, 2000. In addition, the Partnership negotiated an agreement with the
city of Greenville,  North Carolina, whereby a portion of the land was condemned
and  sold to the city (as  discussed  above).  Therefore,  the  apartment  units
previously  located on this land were not  reconstructed.  The remaining damaged
units have been completely reconstructed. As part of the reconstruction process,
the Partnership  capitalized the portion of the interest expense associated with
the  assets  under  reconstruction.  For  the  year  ended  December  31,  2001,
approximately $114,000 of interest had been capitalized.

In July 1999, Woodland Village Apartments  experienced a fire, which resulted in
the  destruction of eight  apartment  units.  The property  incurred  damages of
approximately  $448,000  and  estimated  lost  rents of  approximately  $36,000.
Insurance proceeds of approximately $332,000 were received during the year ended
December  31, 1999 to cover the damages and lost rents,  resulting in a casualty
gain in 1999 of $210,000.  The repairs were completed and an additional  gain of
approximately $121,000 was recorded during the year ended December 31, 2001 as a
result of receiving additional insurance proceeds.

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

Liquidity and Capital Resources

At  December  31,  2001,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $6,401,000  compared to approximately  $2,544,000 at December 31,
2000. The increase in cash and cash equivalents of  approximately  $3,857,000 is
due to  approximately  $4,467,000 of cash provided by operating  activities  and
approximately  $2,541,000  of cash provided by investing  activities,  which was
partially  offset  by  approximately   $3,151,000  of  cash  used  in  financing
activities.  Cash  provided  by  investing  activities  consisted  primarily  of
proceeds from the sale of a portion of the land at Tar River Estates Apartments,
net receipts from escrow accounts  maintained by the mortgage  lender,  and to a
lesser extent,  insurance  proceeds  received for the fires at Woodland  Village
Apartments and Foxfire  Apartments,  and the  settlement  received for defective
materials  used in a  construction  project at The Lexington  Green  Apartments,
partially  offset  by  property  improvements  and  replacements.  Cash  used in
financing  activities  consisted of the  repayment of the existing  mortgages at
Woodland Village  Apartments,  Lake Johnson Mews Apartments,  Millhopper Village
Apartments, and Tar River Estates Apartments,  distributions to partners, and to
a lesser  extent,  loan costs paid related to the  refinancing  of the mortgages
encumbering  six  of  the  Partnership's  investment  properties,  and  the  new
financing obtained on Tar River Estates  Apartments,  payments of principal made
on the mortgages encumbering the Partnership's  investment  properties,  and the
repayment of an advance from an affiliate,  which was  partially  offset by loan
proceeds  received  as a result of new  financing  of the  mortgage of Tar River
Estates  Apartments and the net proceeds received as a result of the refinancing
of the mortgages of Woodland Village  Apartments,  Lake Johnson Mews Apartments,
and Millhopper  Village  Apartments and, to a lesser extent,  an advance from an
affiliate.  The  registrant  invests  its working  capital  reserves in interest
bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the investment  properties to adequately  maintain the
physical  assets and other  operating needs of the Registrant and to comply with
Federal, state and local, legal and regulatory requirements.  The Partnership is
currently  evaluating  the capital  improvement  needs of the properties for the
upcoming year. The minimum amount to be budgeted is expected to be $300 per unit
or $528,600.  Additional  improvements  may be considered and will depend on the
physical  condition  of the  properties  as well  as  replacement  reserves  and
anticipated cash flow generated by the properties.

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

The  Registrant's  current assets are thought to be sufficient for any near-term
needs  (exclusive of capital  improvements)  of the Registrant.  On December 28,
2001, the  Partnership  obtained new financing on Tar River Estates  Apartments.
Gross proceeds from the new financing  were  approximately  $5,200,000.  The new
note requires monthly  principal and interest  payments at a fixed rate of 7.23%
and matures January 1, 2022, at which time it will be fully  amortized.  The old
debt of approximately  $4,342,000 carried a fixed interest rate of 7.60% and was
repaid with proceeds from the  condemnation and sale of a portion of the land to
the city of Greenville,  North Carolina,  as discussed above.  Total capitalized
loan costs for the new  mortgage  were  approximately  $146,000 at December  31,
2001.

On August 31, 2001,  the  Partnership  refinanced  the mortgage note at Woodland
Village Apartments. Gross proceeds from the refinancing were $8,050,000 of which
approximately  $4,950,000 was used to repay the existing  mortgage note. The new
note requires monthly  principal and interest  payments at a fixed rate of 7.11%
and matures  September 1, 2021, at which time the loan will be fully  amortized.
The old debt carried a fixed interest rate of 7.33%. The Partnership  recognized
an  extraordinary  loss on the  early  extinguishment  of debt of  approximately
$38,000,  due to the write-off of unamortized loan costs. Total capitalized loan
costs for the new mortgage were approximately $279,000 at December 31, 2001.

On June 28, 2001, the Partnership refinanced the mortgage notes encumbering Lake
Johnson Mews  Apartments and Millhopper  Village  Apartments.  The  refinancings
replaced   indebtedness  of  approximately   $4,350,000  at  Lake  Johnson  Mews
Apartments and $2,700,000 at Millhopper Village Apartments with new mortgages in
the amounts of $7,117,000 and $4,225,000,  respectively.  The new mortgages both
carry a  stated  interest  rate of 7.43% as  compared  to 7.33% on the  previous
loans.  Payments of principal  and  interest on the new  mortgage  loans are due
monthly until the loans mature on July 1, 2021, at which time they will be fully
amortized.  The  Partnership  recognized  an  extraordinary  loss  on the  early
extinguishment of debt of approximately  $38,000 at Lake Johnson Mews Apartments
and approximately  $36,000 at Millhopper Village Apartments due to the write-off
of unamortized  loan costs.  Total  capitalized loan costs for the new mortgages
were  approximately  $232,000 for Lake Johnson Mews Apartments and approximately
$171,000 for Millhopper Village Apartments at December 31, 2001.

On December 15,  2000,  the  Partnership  refinanced  the mortgage  notes at The
Lexington Green  Apartments.  Gross proceeds from refinancing were $7,020,000 of
which approximately $3,272,000 was used to pay off the existing first and second
mortgage notes. The new note requires monthly principal and interest payments at
a fixed  interest  rate of 7.22% and matures  January 1, 2021,  at which time it
will be fully amortized. The old debt carried fixed interest rates of 7.60% with
maturities  of  November  15,  2002.  Total  capitalized  loan costs for the new
mortgage  were  approximately  $195,000  for the year ended  December  31, 2000.
Additional loan costs of approximately  $14,000 were capitalized during the year
ended December 31, 2001.

The remaining  mortgage  indebtedness of approximately  $16,572,000 is amortized
over  varying  periods with  maturity  dates  ranging  from  November 1, 2019 to
December 1, 2019.

During  the  year  ended   December  31,  2001,  the   Partnership   distributed
approximately  $9,520,000  to  the  partners  (approximately  $9,450,000  to the
limited  partners,   or  $179.87  per  limited   partnership   unit),  of  which
approximately $1,623,000  (approximately  $1,607,000 to the limited partners, or
$30.59  per  limited  partnership  unit)  was  from  operations,   approximately
$6,302,000  was paid to the limited  partners  ($119.95 per limited  partnership
unit) from  proceeds  from the  refinancings  of Lake Johnson  Mews  Apartments,
Millhopper   Village   Apartments,   and  Woodland   Village   Apartments,   and
approximately  $1,541,000 was paid to the limited  partners  ($29.33 per limited
partnership  unit) from  proceeds  from the sale of a portion of the land at Tar
River  Estates  Apartments.  In  connection  with the transfer of funds from the
majority-owned  sub-tier limited  partnership to the Partnership,  approximately
$54,000 was  distributed to the general partner of the  majority-owned  sub-tier
limited partnership. During the year ended December 31, 2000, cash distributions
of  approximately  $11,654,000  were paid  ($11,624,000 of which was paid to the
limited  partners,  or $221.25 per limited  partnership  unit).  Of this amount,
approximately  $9,285,000 was paid to the limited partners  ($176.73 per limited
partnership  unit)  from  refinancing  proceeds  and  approximately   $2,369,000
(approximately  $2,339,000  to the  limited  partners,  or  $44.52  per  limited
partnership  unit) was paid from  operations.  Future  cash  distributions  will
depend on the levels of net cash generated from operations,  the availability of
cash reserves,  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  improvement  expenditures,  to permit any
additional distributions to its partners in 2002 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 36,924 limited partnership units in
the Partnership  representing 70.28% of the outstanding units as of December 31,
2001. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional limited partnership  interests in the Partnership for cash or
in exchange  for units in the  operating  partnership  of AIMCO  either  through
private purchases or tender offers. Under the Partnership Agreement, unitholders
holding a majority of the units are  entitled  to take action with  respect to a
variety of matters,  which would  include  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the Corporate General Partner.  As a
result  of its  ownership  of  70.28% of the  outstanding  units,  AIMCO is in a
position to control all such voting  decisions with respect to the  Partnership.
When voting on matters, AIMCO would in all likelihood vote the units it acquired
in a manner  favorable to the interest of the Corporate  General Partner because
of its affiliation with the Corporate General Partner.

Recent Accounting Pronouncements

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


<PAGE>


Item 7.  Financial Statements


SHELTER PROPERTIES V

LIST OF FINANCIAL STATEMENTS

      Report of Ernst & Young LLP, Independent Auditors

      Consolidated Balance Sheet - December 31, 2001

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

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

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

      Notes to Consolidated Financial Statements


<PAGE>










                 Report of Ernst & Young LLP, Independent Auditors



The Partners
Shelter Properties V


We  have  audited  the  accompanying   consolidated  balance  sheet  of  Shelter
Properties V as of December 31, 2001, and the related consolidated statements of
operations,  changes in partners' (deficit) capital,  and cash flows for each of
the two years in the period ended December 31, 2001. These financial  statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the consolidated financial position of Shelter Properties
V at December 31, 2001, and the  consolidated  results of its operations and its
cash flows for each of the two years in the period ended  December 31, 2001,  in
conformity with accounting principles generally accepted in the United States.


                                                           /s/ ERNST & YOUNG LLP


Greenville, South Carolina
February 15, 2002


<PAGE>






                              SHELTER PROPERTIES V

                           CONSOLIDATED BALANCE SHEET
                          (in thousands, except unit data)

                                December 31, 2001
<TABLE>
<CAPTION>


Assets
<S>                                                                         <C>
   Cash and cash equivalents                                                $  6,401
   Receivables and deposits                                                      580
   Restricted escrows                                                            819
   Other assets                                                                1,487
   Investment properties (Notes C and F):
      Land                                                    $  4,054
      Buildings and related personal property                   79,929
                                                                83,983
      Less accumulated depreciation                            (50,111)       33,872
                                                                            $ 43,159

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 418
   Tenant security deposit liabilities                                           285
   Accrued property taxes                                                        285
   Other liabilities                                                             598
   Mortgage notes payable (Note C)                                            47,884

Partners' Deficit
   General partners                                           $   (335)
   Limited partners (52,538 units
      issued and outstanding)                                   (5,976)       (6,311)
                                                                            $ 43,159

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>



                              SHELTER PROPERTIES V

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


                                                      Years Ended December 31,
                                                          2001         2000
Revenues:
 Rental income                                            $13,238     $13,532
 Other income                                               1,406       1,210
 Casualty gain (Note G)                                       256       1,662
 Gain on sale of property (Note B)                          5,968          --
      Total revenues                                       20,868      16,404

Expenses:
 Operating                                                  5,843       5,514
 General and administrative                                   617         606
 Depreciation                                               2,971       2,940
 Interest                                                   3,216       3,002

 Property taxes                                               920         794
      Total expenses                                       13,567      12,856

Income before extraordinary item                            7,301       3,548
Extraordinary loss on early extinguishment
 extinguishment of debt                                      (201)       (230)

      Net income (Note D)                                $  7,100    $  3,318

Net income allocated to general
   partners (1%)                                         $     71    $     33
Net income allocated to limited
   partners (99%)                                           7,029       3,285

                                                         $  7,100    $  3,318
Per limited partnership unit:

Income before extraordinary item                         $ 137.58    $  66.86

Extraordinary loss on early
 extinguishment of debt                                     (3.79)      (4.33)

Net income                                               $ 133.79    $  62.53

Distributions per limited
  partnership unit                                       $ 179.87    $ 221.25

            See Accompanying Notes to Consolidated Financial Statements

<PAGE>


                              SHELTER PROPERTIES V

         CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
                          (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) capital
   at December 31, 1999                  52,538        $(339)     $ 4,784   $ 4,445

Distributions to partners                    --          (30)     (11,624)  (11,654)

Net income for the year
   ended December 31, 2000                   --           33        3,285     3,318

Partners' deficit
   at December 31, 2000                  52,538         (336)      (3,555)   (3,891)

Distributions to partners                    --          (70)      (9,450)   (9,520)


Net income for the year
   ended December 31, 2001                   --           71        7,029     7,100

Partners' deficit
   at December 31, 2001                  52,538       $ (335)     $(5,976)  $(6,311)

            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,
                                                             2001           2000

Cash flows from operating activities:
<S>                                                        <C>           <C>
  Net income                                               $  7,100      $  3,318
  Adjustments to reconcile net income to net
  cash provided by operating activities:
   Depreciation                                               2,971         2,940
   Amortization of discounts and loan costs                     104           193
   Gain on sale of property                                  (5,968)           --
   Extraordinary loss on early extinguishment of debt           201           230
   Casualty gain                                               (256)       (1,662)
   Change in accounts:
      Receivables and deposits                                  535          (206)
      Other assets                                               16           (20)
      Accounts payable                                         (267)         (840)
      Tenant security deposit liabilities                         4             7
      Accrued property taxes                                     25          (151)
      Other liabilities                                           2          (368)
         Net cash provided by operating activities            4,467         3,441
Cash flows from investing activities:
   Sales proceeds received, net                               6,176            --
   Property improvements and replacements                    (6,071)       (2,972)
   Net withdrawals from (deposits to)
     restricted escrows                                       1,960        (2,128)
   Settlement for defective property improvements               153            --
   Insurance proceeds received                                  323         4,324
         Net cash provided by (used in)
         investing activities                                 2,541          (776)
Cash flows from financing activities:
   Payments on mortgage notes payable                          (865)         (671)
   Loan costs paid                                           (1,016)         (276)
   Prepayment penalty                                            --          (120)
   Proceeds from mortgage notes payable                      24,592         7,020
   Repayment of mortgage notes payable                      (16,342)       (3,272)
   Partners' distributions                                   (9,520)      (11,654)
   Advance from affiliate                                       253            --
   Repayment of advance from affiliate                         (253)           --
         Net cash used in financing activities               (3,151)       (8,973)
Net increase (decrease) in cash and cash
   equivalents                                                3,857        (6,308)
Cash and cash equivalents at beginning of the period          2,544         8,852
Cash and cash equivalents at end of the period            $   6,401     $   2,544
Supplemental disclosure of cash flow information:
  Cash paid for interest                                  $   3,268     $   2,847
Supplemental disclosure of non-cash activity:
  Property improvements and replacements
  in accounts payable                                     $     287     $     221
  Receivable for defective property
  improvements                                            $      --     $     153

At December  31,  1999,  approximately  $145,000 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 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  Registrant;   therefore,  the  consolidated
partnerships are controlled and consolidated by the Registrant.  All significant
interpartnership balances have been eliminated.

Uses 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,
                                                   2001            2000
                                                      (in thousands)
Net cash provided by operating
   activities                                  $ 4,467         $ 3,441
  Property improvements and
   replacements                                 (6,071)         (2,972)
  Payments on mortgage notes payable              (865)           (671)
  Changes in reserves for net
     operating liabilities                        (315)          1,578
  Changes in restricted escrows, net             1,960          (2,128)
  Releases from operating reserves                 824           1,514

     Net cash from operations                  $    --         $   762

For the years ended  December 31, 2001 and 2000, the Corporate  General  Partner
released  previously  reserved funds of  approximately  $824,000 and $1,514,000,
respectively.

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, 2000,
all proceeds from prior sales and refinancings had been distributed. At December
31, 2001,  the  Partnership  had  undistributed  net  proceeds of  approximately
$2,479,000  from  the  sale  of land  from  Tar  River  Estates  Apartments  and
approximately  $4,935,000  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 income as
shown in the  consolidated  statement  of  operations  and changes in  partners'
(deficit)  capital for 2001 was allocated 99% to the limited  partners and 1% to
the general  partners.  Net income per limited  partnership unit was computed by
dividing  the net 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 fair  value of the
Partnership's  long term debt, after  discounting the scheduled loan payments to
maturity, approximates its carrying balance.

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, 2001 and 2000 were an increase of approximately  $315,000 and
a  decrease  of  approximately  $1,578,000,   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 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: 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  $6,072,000 at December 31, 2001 that is
maintained by an affiliated  management company on behalf of affiliated entities
in cash concentration accounts.

Completion  Reserve:  In conjunction  with the 2001  refinancing of the mortgage
notes encumbering Woodland Village Apartments, Lake Johnson Mews Apartments, and
the new financing of the mortgage at Tar River Estates Apartments, deposits were
made with the mortgage  company to establish  and  maintain  Completion  Reserve
Accounts  which are  designated for necessary  repairs and  replacements  at the
properties.  As of December 31, 2001, the repairs had been completed at Woodland
Village   Apartments  and  Lake  Johnson  Mews   Apartments,   and  reserves  of
approximately  $150,000 and  $251,000,  respectively,  should be returned to the
Partnership  in 2002. At December 31, 2001, the reserves  totaled  approximately
$524,000.

Capital Improvements Reserve: During 2001, the Partnership received a settlement
for  defective  siding  materials  which was used in a  construction  project at
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, 2001, the balance in this reserve
was approximately $246,000, including interest.

Escrows for Taxes and  Insurance:  Escrows for all of the properties are held by
the  Partnership.  All  escrowed  funds are  designated  for the payment of real
estate  taxes.  As  required  by the new loan at  Woodland  Village  Apartments,
escrows  totaling  approximately  $356,000  are  maintained  in a separate  bank
account by the property and are included in receivables and deposits.

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

Loan  Costs:   Loan  costs  of   approximately   $1,433,000,   less  accumulated
amortization  of  approximately  $75,000,  are  included in other assets and are
being amortized on a straight-line  basis over the life of the related loans. In
connection  with  the 1999  refinancing  of  Foxfire  Apartments  and Old  Salem
Apartments and the 2000  refinancing of Lexington Green  Apartments,  additional
loan costs of approximately $174,000 and $14,000, respectively, were capitalized
during the year ended December 31, 2001. In connection with the 2001 refinancing
of the mortgages at Woodland Village  Apartments,  Lake Johnson Mews Apartments,
Millhopper  Village  Apartments,  and the new  financing  obtained  at Tar River
Estates  Apartments,  additional  loan  costs  of  approximately  $828,000  were
capitalized during the year ended December 31, 2001.

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 recognizes income as earned on its leases. In addition,
the Corporate  General  Partner's policy is to offer rental  concessions  during
particularly  slow months or in response to heavy competition from other similar
complexes  in the  area.  Concessions  are  charged  against  rental  income  as
incurred.

Investment   Properties:   Investment  properties  consist  of  seven  apartment
complexes and are stated at cost.  Acquisition fees are capitalized as a cost of
real estate. In accordance with SFAS No. 121,  "Accounting for the Impairment of
Long-Lived  Assets and for Long-Lived Assets to Be Disposed Of", the Partnership
records  impairment  losses on long-lived  assets used in operations when events
and   circumstances   indicate  that  the  assets  might  be  impaired  and  the
undiscounted  cash flows estimated to be generated by those assets are less than
the carrying  amounts of those assets.  Costs of apartment  properties that have
been  permanently  impaired  have been  written  down to  appraised  value.  The
Corporate  General  Partner  relies on the annual  appraisals  performed  by the
outside  appraisers  for the estimated  value of the  Partnership's  properties.
There are three recognized  approaches or techniques available to the appraiser.
When  applicable,  these  approaches  are used to  process  the data  considered
significant  to each to arrive at separate value  indications.  In all instances
the experience of the appraiser,  coupled with his objective  judgment,  plays a
major role in arriving at the  conclusions of the indicated  value for which the
final  estimate of value is made.  The three  approaches  commonly known are the
cost approach,  the sales comparison approach, and the income approach. The cost
approach is often not  considered  to be reliable  due to the lack of land sales
and the  significant  amount  of  depreciation  and,  therefore,  is  often  not
presented.  Upon receipt of the appraisals,  any property which is stated on the
books of the Partnership  above the estimated  value given in the appraisal,  is
written  down to the  estimated  value  given by the  appraiser.  The  appraiser
assumes a stabilized occupancy at the time of the appraisal and, therefore,  any
impairment  of value is  considered  to be  permanent by the  Corporate  General
Partner. No adjustments for impairment of value were recorded in the years ended
December 31, 2001 or 2000. See "Recent Accounting Pronouncements" below.

Segment Reporting: SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related  Information"  established  standards  for the way that public  business
enterprises  report  information  about operating  segments in annual  financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports.  It also established  standards
for related disclosures about products and services, geographic areas, and major
customers.  As defined in SFAS No. 131, the  Partnership has only one reportable
segment.  The Corporate General Partner believes that segment-based  disclosures
will  not  result  in a  more  meaningful  presentation  than  the  consolidated
financial statements as currently presented.

Advertising:  The  Partnership  expenses the costs of  advertising  as incurred.
Advertising  costs of  approximately  $139,000  and $156,000 for the years ended
December 31, 2001 and 2000,  respectively,  were charged to operating expense as
incurred.

Recent Accounting Pronouncements

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

Note B - Disposition of Property

On October 17, 2001, the  Partnership  sold a portion of the land from Tar River
Estates Apartments to the city of Greenville,  North Carolina,  for net proceeds
of  approximately  $6,176,000  after  a  reduction  for  FEMA  funds  previously
received.  The  Partnership  realized a gain of  approximately  $5,968,000  as a
result of the sale. The  Partnership  used  approximately  $4,342,000 of the net
proceeds to repay the  mortgages  encumbering  the  property.  In addition,  the
Partnership  recorded an extraordinary  loss on early  extinguishment of debt of
approximately $89,000 as a result of the write-off of unamortized loan costs and
mortgage discounts.


<PAGE>



Note C - Mortgage Notes Payable

The principal terms of mortgage notes payable are as follows:

<TABLE>
<CAPTION>

                                Principal     Monthly                           Principal
                               Balance At     Payment     Stated                 Balance
                              December 31,   Including   Interest  Maturity      Due At
Property                          2001        Interest     Rate      Date       Maturity
                                   (in thousands)                            (in thousands)

Foxfire Apartments
<S>                             <C>           <C>         <C>      <C>   <C>      <C>
 1st mortgage                   $ 6,861       $ 59        7.79%    11/01/19       $ --

Old Salem Apartments
 1st mortgage                     9,711          85       8.02%    12/01/19           --

Woodland Village Apartments
 1st mortgage                     8,004          63       7.11%    09/01/21           --

Lake Johnson Mews Apartments
 1st mortgage                     7,051          57       7.43%    07/01/21           --

The      Lexington      Green
Apartments
 1st mortgage                     6,871          55       7.22%    01/01/21           --

Millhopper Village Apartments
 1st mortgage                     4,186          34       7.43%    07/01/21           --

Tar River Estates Apartments
 1st mortgage                     5,200          41       7.23%    01/01/22           --

Total                           $47,884       $ 394                               $ --
</TABLE>

On December  28,  2001,  the  Partnership  obtained  new  financing on Tar River
Estates  Apartments.  Gross proceeds from the new financing  were  approximately
$5,200,000.  The new note requires monthly  principal and interest payments at a
fixed rate of 7.23% and matures  January 1, 2022, at which time it will be fully
amortized.  The old debt of  approximately  $4,342,000  carried a fixed interest
rate of 7.60% and was repaid with proceeds from the  condemnation  and sale of a
portion of the land to the city of Greenville,  North Carolina,  as discussed in
Note B. Total  capitalized  loan costs for the new mortgage  were  approximately
$146,000 at December 31, 2001.

On August 31, 2001,  the  Partnership  refinanced  the mortgage note at Woodland
Village Apartments. Gross proceeds from the refinancing were $8,050,000 of which
approximately  $4,950,000 was used to repay the existing  mortgage note. The new
note requires monthly  principal and interest  payments at a fixed rate of 7.11%
and matures  September 1, 2021, at which time the loan will be fully  amortized.
The old debt carried a fixed interest rate of 7.33%. The Partnership  recognized
an  extraordinary  loss on the  early  extinguishment  of debt of  approximately
$38,000,  due to the write-off of unamortized loan costs. Total capitalized loan
costs for the new mortgage were approximately $279,000 at December 31, 2001.

On June 28, 2001, the Partnership refinanced the mortgage notes encumbering Lake
Johnson Mews  Apartments and Millhopper  Village  Apartments.  The  refinancings
replaced   indebtedness  of  approximately   $4,350,000  at  Lake  Johnson  Mews
Apartments and $2,700,000 at Millhopper Village Apartments with new mortgages in
the amounts of $7,117,000 and $4,225,000,  respectively.  The new mortgages both
carry a  stated  interest  rate of 7.43% as  compared  to 7.33% on the  previous
loans.  Payments of principal  and  interest on the new  mortgage  loans are due
monthly until the loans mature on July 1, 2021, at which time they will be fully
amortized.  The  Partnership  recognized  an  extraordinary  loss  on the  early
extinguishment of debt of approximately  $38,000 at Lake Johnson Mews Apartments
and approximately  $36,000 at Millhopper Village Apartments due to the write-off
of unamortized  loan costs.  Total  capitalized loan costs for the new mortgages
were  approximately  $232,000 for Lake Johnson Mews Apartments and approximately
$171,000 for Millhopper Village Apartments at December 31, 2001.

On December 15,  2000,  the  Partnership  refinanced  the mortgage  notes at The
Lexington Green  Apartments.  Gross proceeds from refinancing were $7,020,000 of
which approximately $3,272,000 was used to pay off the existing first and second
mortgage notes. The new note requires monthly principal and interest payments at
a fixed  interest  rate of 7.22% and matures  January 1, 2021,  at which time it
will be fully amortized. The old debt carried fixed interest rates of 7.60% with
maturities  of  November  15,  2002.  Total  capitalized  loan costs for the new
mortgage  were  approximately  $195,000  for the year ended  December  31, 2000.
Additional loan costs of approximately  $14,000 were capitalized during the year
ended December 31, 2001.

The mortgage notes payable are  non-recourse  and are secured by a pledge of the
respective  apartment  properties  and by pledge of revenues from the respective
apartment  properties.  Certain of the notes  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, 2001 are as follows (in thousands):

                                     2002     $  1,176
                                     2003        1,277
                                     2004        1,377
                                     2005        1,484
                                     2006        1,599
                                Thereafter 40,971
                                              $ 47,884

Note D - Income Taxes

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

                                        2001          2000

Net income as reported                 $ 7,100       $ 3,318
Add (deduct):
     Depreciation differences           1,734         1,538
     Change in prepaid rental              45           (19)
     Gain from casualty and sale       (1,358)       (2,789)
     Other                                (21)          662
     Change in other
       liabilities                         --           (15)
Federal taxable income                $ 7,500       $ 2,695

Federal taxable income per
     limited partnership unit         $139.46       $ 50.78

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

            Net liabilities as reported              $  (6,311)
            Land and buildings                            (979)
            Accumulated depreciation                   (20,020)
            Syndication fees                             6,747
            Other                                          705

            Net liabilities - tax basis               $(19,858)

Note E - Transactions with Affiliated Parties

The  Partnership  has no employees  and is dependent  on the  Corporate  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
Partnership  activities.  The  Partnership  Agreement  provides  for (i) certain
payments to affiliates for services and (ii)  reimbursement  of certain expenses
incurred by affiliates on behalf of the Partnership.  The following amounts were
paid or accrued to the Corporate General Partner and affiliates during the years
ended December 31, 2001 and 2000:

                                                     2001          2000
Property management fees (included in
  operating expenses)                                $ 745        $ 721
Reimbursement for services of affiliates
 (included in operating, general and
 administrative expenses and investment
 properties)                                         1,804          529
Loan costs (included in other assets)                  416           70

During the years ended  December 31, 2001 and 2000,  affiliates of the Corporate
General  Partner were  entitled to receive 5% of gross  receipts from all of the
Partnership's   properties  for  providing  property  management  services.  The
Partnership paid to such affiliates  approximately $745,000 and $721,000 for the
years ended December 31, 2001 and 2000, respectively.

Affiliates  of  the  Corporate   General  Partner   received   reimbursement  of
accountable  administrative  expenses amounting to approximately  $1,804,000 and
$529,000 for the years ended December 31, 2001 and 2000, respectively.  Included
in these amounts are fees related to construction  management  services provided
by an affiliate of the Corporate General Partner of approximately $1,365,000 and
$119,000  for the years  ended  December  31, 2001 and 2000,  respectively.  The
construction  management  service fees are  calculated  based on a percentage of
current and certain prior year additions to investment  properties and are being
depreciated over 15 years.

For  services  provided  in  connection  with  the  refinancing  of  six  of the
Partnership's  investment properties between 1999 and 2001 and the new financing
obtained on Tar River Estates Apartments, the Corporate General Partner was paid
approximately  $416,000 and $70,000 during the years ended December 31, 2001 and
2000,  respectively.  These  costs were  capitalized  and are  included in other
assets on the consolidated balance sheet.

During the year ended  December 31, 2001, an affiliate of the Corporate  General
Partner advanced the Registrant  approximately  $253,000 to fund repairs related
to the casualty at Tar River Estates  Apartments in September 1999. This advance
bore interest at the prime rate plus 2%. Total interest  expense related to this
advance was approximately  $3,000.  The Partnership  repaid this advance in July
2001  with  a  portion  of the  refinancing  proceeds  from  Lake  Johnson  Mews
Apartments and Millhopper Village Apartments.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated with the Corporate General Partner.  During the year ended December
31, 2001, the Partnership paid AIMCO and its affiliates  approximately  $135,000
for insurance coverage and fees associated with policy claims administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 36,924 limited partnership units in
the Partnership  representing 70.28% of the outstanding units as of December 31,
2001. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional limited partnership  interests in the Partnership for cash or
in exchange  for units in the  operating  partnership  of AIMCO  either  through
private purchases or tender offers. Under the Partnership Agreement, unitholders
holding a majority of the units are  entitled  to take action with  respect to a
variety of matters,  which would  include  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the Corporate General Partner.  As a
result  of its  ownership  of  70.28% of the  outstanding  units,  AIMCO is in a
position to control all such voting  decisions with respect to the  Partnership.
When voting on matters, AIMCO would in all likelihood vote the units it acquired
in a manner  favorable to the interest of the Corporate  General Partner because
of its affiliation with the Corporate General Partner.


<PAGE>



Note F - Investment Properties and Accumulated Depreciation

<TABLE>
<CAPTION>

                                                     Initial Cost
                                                    To Partnership
                                                    (in thousands)

                                                           Buildings        Cost
                                                          and Related   Capitalized
                                                           Personal    Subsequent to
           Description            Encumbrances    Land     Property     Acquisition
                                  (in thousands)                      (in thousands)
<S>                                  <C>         <C>        <C>           <C>
Foxfire Apartments                   $ 6,861     $ 830      $ 9,122       $ 1,545
Old Salem Apartments                   9,711        654      12,664         4,692
Woodland Village Apartments            8,004        605       9,135         4,045
Lake Johnson Mews Apartments           7,051        338       6,725         1,903
The Lexington Green Apartments         6,871      1,102       6,620         3,231
Millhopper Village Apartments          4,186        239       4,305         1,598
Tar River Estates Apartments           5,200        474       9,985         4,171
Totals                               $47,884    $ 4,242     $58,556       $21,185
</TABLE>

<TABLE>
<CAPTION>

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

                                    Buildings
                                       And
                                      Related                       Date of           Depreciable
                                     Personal          Accumulated Construc-   Date        Life-
          Description         Land   Property   Total  Depreciation  tion    Acquired    Years
                                                      (in thousands)
   Foxfire Apartments
<S>                          <C>      <C>      <C>      <C>       <C>  <C>   <C>   <C>  <C>
   Atlanta, Georgia          $   830  $10,667  $11,497  $ 7,428   1969-1971  07/19/83   5-29

   Old Salem Apartments
   Charlottesville, Virginia     654   17,356   18,010   11,430   1969-1971  08/25/83   5-28

   Woodland Village
   Apartments
   Columbia, South Carolina      605   13,180   13,785    8,201      1974    09/01/83   5-30

   Lake Johnson Mews
   Apartments
   Raleigh, North Carolina       338    8,628    8,966    5,561   1972-1973  09/30/83   5-30

   The Lexington Green
    Apartments
   Sarasota, Florida           1,102    9,851   10,953    6,115   1973-1982  10/31/83   5-34

   Millhopper Village
   Apartments
   Gainesville, Florida          239    5,903    6,142    3,981   1970-1976  11/22/83   5-29

   Tar River Estates
   Apartments
   Greenville, North             286   14,344   14,630    7,395   1969-1972  01/18/84   5-30
   Carolina

                             $ 4,054  $79,929  $83,983  $50,111
            Totals
</TABLE>

Reconciliation of "Investment Properties and Accumulated Depreciation":

                                                            Years Ended
                                                           December 31,
                                                       2001            2000
                                                          (in thousands)
Real Estate
Balance at beginning of year                        $78,239         $76,281
    Property improvements                             6,137           3,048
    Sale of property                                   (208)             --
    Disposals of property                              (185)         (1,090)
Balance at end of year                              $83,983         $78,239

Accumulated Depreciation

Balance at beginning of year                        $47,206         $44,317
    Additions charged to expense                      2,971           2,940
    Disposals of property                               (66)            (51)
Balance at end of year                              $50,111         $47,206

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2001  and  2000 is  approximately  $83,004,000  and  $88,744,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December  31, 2001 and 2000 is  approximately  $70,131,000  and  $74,973,000,
respectively.

Note G - Casualty Events

In September 2001,  Lexington Green  Apartments was damaged by a tropical storm.
There was  extensive  damage to two units in  addition  to 36 units  with  minor
damage.  The property  incurred damages of approximately  $69,000 as a result of
the storm. As of December 31, 2001, insurance proceeds of approximately  $52,000
have been received to cover the damage to the property.  These proceeds are held
on deposit with the mortgage lender.  After writing off the undepreciated  costs
of  the  damaged  units,   the   Partnership   recognized  a  casualty  gain  of
approximately $33,000 during the year ended December 31, 2001.

In August 2001, there was a fire at Foxfire  Apartments which damaged ten units.
The  property  incurred  damages  of  approximately  $259,000  and lost rents of
approximately  $22,000  as a  result  of the  fire.  As of  December  31,  2001,
insurance  proceeds of  approximately  $22,000 have been  received to cover lost
rents and are  included  in rental  income and  approximately  $202,000 to cover
damage to the property.  After writing off the undepreciated cost of the damaged
units, the Partnership  recognized a casualty gain of approximately $102,000 for
the year ended December 31, 2001.

In September  1999, Tar River Estates  Apartments was damaged by severe flooding
which  affected  certain  areas  of North  Carolina.  It is  estimated  that the
property has incurred  approximately  $6,323,000  in damages as a result of this
flooding.   As  of  December  31,  2001,  insurance  proceeds  of  approximately
$5,316,000  have been  received to cover lost rents and damage to the  property,
resulting  in a casualty  gain of  approximately  $1,662,000  for the year ended
December 31, 2000. In addition, the Partnership negotiated an agreement with the
city of Greenville,  North Carolina, whereby a portion of the land was condemned
and sold to the city (see Note B -  Disposition  of  Property).  Therefore,  the
apartment  units  previously  located on this land were not  reconstructed.  The
remaining  damaged  units  have been  completely  reconstructed.  As part of the
reconstruction  process, the Partnership capitalized the portion of the interest
expense  associated  with the assets  under  reconstruction.  For the year ended
December 31, 2001, approximately $114,000 of interest had been capitalized.

In July 1999, Woodland Village Apartments  experienced a fire, which resulted in
the  destruction of eight  apartment  units.  The property  incurred  damages of
approximately  $448,000  and  estimated  lost  rents of  approximately  $36,000.
Insurance proceeds of approximately $332,000 were received during the year ended
December 31, 1999 to cover the damages and lost rents and are included in rental
income,  resulting  in a casualty  gain in 1999 of  $210,000.  The repairs  were
completed and an additional gain of  approximately  $121,000 was recorded during
the year ended December 31, 2001 as a result of receiving  additional  insurance
proceeds.

Note H - Distributions

During  the  year  ended   December  31,  2001,  the   Partnership   distributed
approximately  $9,520,000  to  the  partners  (approximately  $9,450,000  to the
limited  partners,   or  $179.87  per  limited   partnership   unit),  of  which
approximately $1,623,000  (approximately  $1,607,000 to the limited partners, or
$30.59  per  limited  partnership  unit)  was  from  operations,   approximately
$6,302,000  was paid to the limited  partners  ($119.95 per limited  partnership
unit) from  proceeds  from the  refinancings  of Lake Johnson  Mews  Apartments,
Millhopper   Village   Apartments,   and  Woodland   Village   Apartments,   and
approximately  $1,541,000 was paid to the limited  partners  ($29.33 per limited
partnership  unit) from  proceeds  from the sale of a portion of the land at Tar
River  Estates  Apartments.  In  connection  with the transfer of funds from the
majority-owned  sub-tier limited  partnership to the Partnership,  approximately
$54,000 was  distributed to the general partner of the  majority-owned  sub-tier
limited partnership. During the year ended December 31, 2000, cash distributions
of  approximately  $11,654,000  were paid  ($11,624,000 of which was paid to the
limited  partners,  or $221.25 per limited  partnership  unit).  Of this amount,
approximately  $9,285,000 was paid to the limited partners  ($176.73 per limited
partnership  unit)  from  refinancing  proceeds  and  approximately   $2,369,000
(approximately  $2,339,000  to the  limited  partners,  or  $44.52  per  limited
partnership unit) was paid from operations.

Note I - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its Corporate  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition of interests in certain  general  partner  entities by
Insignia  Financial  Group,  Inc.  ("Insignia")  and entities which were, at one
time,  affiliates of Insignia;  past tender offers by the Insignia affiliates to
acquire  limited  partnership  units;  management  of  the  partnerships  by the
Insignia  affiliates;  and the series of transactions which closed on October 1,
1998 and  February 26, 1999 whereby  Insignia  and  Insignia  Properties  Trust,
respectively,  were merged into AIMCO.  The plaintiffs seek monetary damages and
equitable relief, including judicial dissolution of the Partnership. On June 25,
1998,  the Corporate  General  Partner filed a motion  seeking  dismissal of the
action.  In lieu of responding to the motion,  the  plaintiffs  filed an amended
complaint.  The  Corporate  General  Partner  filed  demurrers  to  the  amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Corporate  General Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Corporate  General  Partner and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Corporate General Partner and affiliated defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.  The  Corporate  General  Partner  and  affiliated
defendants  oppose  the motion and a hearing  has been  scheduled  for April 29,
2002. The Court has set the matter for trial in January 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Corporate  General Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.

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

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


<PAGE>



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

         None.


<PAGE>


                                    PART III

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

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

Name                        Age    Position

Patrick J. Foye              44    Executive Vice President and Director

Martha L. Long               42    Senior Vice President and Controller

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

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

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

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

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

The executive  officers and director of the Corporate  General Partner discussed
with the  Partnership's  independent  auditors  the overall  scope and plans for
their audit. In reliance on the reviews and discussions  referred to above,  the
executive  officers and director of the Corporate  General Partner have approved
the  inclusion of the audited  financial  statements  in the Form 10-KSB for the
year  ended  December  31,  2001 for filing  with the  Securities  and  Exchange
Commission.

The Corporate  General Partner has reappointed  Ernst & Young LLP as independent
auditors to audit the financial  statements of the  Partnership  for the current
fiscal year. Fees for the last fiscal year were audit services of  approximately
$86,000  and  non-audit  services  (principally  tax-related)  of  approximately
$45,000.

Item 10. Executive Compensation

Neither the officers nor director 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  of the
Registrant as of December 31, 2001.

Entity                                  Number of Units      Percentage

Cooper River Properties, LLC
 (an affiliate of AIMCO)                      2,722             5.18%
Insignia Properties LP
 (an affiliate of AIMCO)                     20,144            38.34%
AIMCO Properties LP
 (an affiliate of AIMCO)                     14,058            26.76%

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

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

No director or officer of the  Corporate  General  Partner  owns any Units.  The
Corporate  General  Partner  owns 100  Units  as  required  by the  terms of the
Partnership Agreement governing the Partnership.  AIMCO Properties LP, the other
general partner acquired 248 Units during the current fiscal year.

Item 12. Certain Relationships and Related Transactions

The  Partnership  has no employees  and is dependent  on the  Corporate  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
Partnership  activities.  The  Partnership  Agreement  provides  for (i) certain
payments to affiliates for services and (ii)  reimbursement  of certain expenses
incurred by affiliates on behalf of the Partnership.  The following amounts were
paid or accrued to the Corporate General Partner and affiliates during the years
ended December 31, 2001 and 2000:

                                                     2001          2000

Property management fees                             $ 745        $ 721
Reimbursement for services of affiliates             1,804          529
Loan costs                                             416           70

During the years ended  December 31, 2001 and 2000,  affiliates of the Corporate
General  Partner were  entitled to receive 5% of gross  receipts from all of the
Partnership's   properties  for  providing  property  management  services.  The
Partnership paid to such affiliates  approximately $745,000 and $721,000 for the
years ended December 31, 2001 and 2000, respectively.

Affiliates  of  the  Corporate   General  Partner   received   reimbursement  of
accountable  administrative  expenses amounting to approximately  $1,804,000 and
$529,000 for the years ended December 31, 2001 and 2000, respectively.  Included
in these amounts are fees related to construction  management  services provided
by an affiliate of the Corporate General Partner of approximately $1,365,000 and
$119,000  for the years  ended  December  31, 2001 and 2000,  respectively.  The
construction  management  service fees are  calculated  based on a percentage of
current and certain prior year additions to investment  properties and are being
depreciated over 15 years.

For services  provided in connection with the refinancing  between 1999 and 2001
of six of the Partnership's investment properties and the new financing obtained
on Tar  River  Estates  Apartments,  the  Corporate  General  Partner  was  paid
approximately  $416,000 and $70,000 during the years ended December 31, 2001 and
2000,  respectively.  These  costs were  capitalized  and are  included in other
assets on the consolidated balance sheet.

During the year ended  December 31, 2001, an affiliate of the Corporate  General
Partner advanced the Registrant  approximately  $253,000 to fund repairs related
to the casualty at Tar River Estates  Apartments in September 1999. This advance
bore interest at the prime rate plus 2%. Total interest  expense related to this
advance was approximately  $3,000.  The Partnership  repaid this advance in July
2001  with  a  portion  of the  refinancing  proceeds  from  Lake  Johnson  Mews
Apartments and Millhopper Village Apartments.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated with the Corporate General Partner.  During the year ended December
31, 2001, the Partnership paid AIMCO and its affiliates  approximately  $135,000
for insurance coverage and fees associated with policy claims administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 36,924 limited partnership units in
the Partnership  representing 70.28% of the outstanding units as of December 31,
2001. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional limited partnership  interests in the Partnership for cash or
in exchange  for units in the  operating  partnership  of AIMCO  either  through
private purchases or tender offers. Under the Partnership Agreement, unitholders
holding a majority of the units are  entitled  to take action with  respect to a
variety of matters,  which would  include  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the Corporate General Partner.  As a
result  of its  ownership  of  70.28% of the  outstanding  units,  AIMCO is in a
position to control all such voting  decisions with respect to the  Partnership.
When voting on matters, AIMCO would in all likelihood vote the units it acquired
in a manner  favorable to the interest of the Corporate  General Partner because
of its affiliation with the Corporate General Partner.


<PAGE>



                                     PART IV


Item 13. Exhibits and Reports on Form 8-K

         (a)   Exhibits:

               None.


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

               Current  report  on  Form  8-K  filed  on  November  1,  2001  in
               connection  with the sale of a  portion  of the land at Tar River
               Estates Apartments on October 17, 2001.


<PAGE>


                                   SIGNATURES



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



                              SHELTER PROPERTIES V

                                 By:     Shelter Realty V Corporation
                                         Corporate General Partner

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

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


                                 Date:

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

/s/Patrick J. Foye        Executive Vice President    Date:
Patrick J. Foye           and Director


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



<PAGE>



                                  EXHIBIT INDEX

Exhibit



      2.1         Agreement  and Plan of Merger,  dated as of October 1, 1998 by
                  and  between  AIMCO  and IPT  (incorporated  by  reference  to
                  Current Report on Form 8-K, dated October 1, 1998).

      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).

            (c)   Promissory  Notes and Deed of  Trust;  Assignment  of  Leases,
                  Rents & Profits;  and  Security  Agreement  between The Mutual
                  Benefit  Life  Insurance  Company  and Shelter  Properties  V.
                  (Filed  as  Exhibit  4(c) to Form  10-K  of  Registrant  filed
                  February 26, 1998 and incorporated herein by reference).

            (d)   Registrant  agrees to furnish to the  Securities  and Exchange
                  Commission  upon request a copy of any instrument with respect
                  to long  term  debt  which  does not  exceed  10% of the total
                  assets of the Registrant.

      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).

               (g)  Purchase Agreement dated November 21, 1983 between Southwest
                    Realty,   Ltd.  and  U.S.  Shelter  Corporation  to  acquire
                    Greenspoint Apartments.  (Filed as Exhibit 10(A) to Form 8-K
                    of Registrant dated December 8, 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).

            (i)   Promissory  Note dated December 10, 1991 and Deed of Trust and
                  Security Agreement dated December 18, 1991 for the refinancing
                  of Old Salem  Apartments.  (Filed as Exhibit 3(d) to Form 10-K
                  of Registrant filed February 28, 1992 and incorporated  herein
                  by reference).

      (ii)  Form  of  Management   Agreement  with  U.S.   Shelter   Corporation
            subsequently  assigned to Shelter  Management Group, L.P. (now known
            as Insignia  Management Group,  L.P.).  (Filed as Exhibit 10 (ii) to
            Form 10-K of  Registrant  filed  February 26, 1988 and  incorporated
            herein by reference).

      (iii)       Contracts related to refinancing of debt:

            (a)   First Deeds of Trust and Security Agreements dated October 28,
                  1992 between New Shelter  Properties V and Joseph Philip Forte
                  (Trustee) and First Commonwealth Realty Credit Corporation,  a
                  Virginia Corporation,  securing the following properties:  Tar
                  River and The Lexington.**

            (b)   Second Deeds of Trust and Security  Agreements  dated  October
                  28, 1992 between New Shelter Properties V Limited  Partnership
                  and  Joseph  Philip  Forte  (Trustee)  and First  Commonwealth
                  Realty Credit Corporation,  a Virginia  Corporation,  securing
                  the following properties: Tar River and The Lexington.**

            (c)   First  Assignments  of Leases and Rents dated October 28, 1992
                  between  New  Shelter  Properties  V and Joseph  Philip  Forte
                  (Trustee) and First Commonwealth Realty Credit Corporation,  a
                  Virginia Corporation,  securing the following properties:  Tar
                  River and The Lexington.**

            (d)   Second  Assignments of Leases and Rents dated October 28, 1992
                  between  New  Shelter  Properties  V and Joseph  Philip  Forte
                  (Trustee) and First Commonwealth Realty Credit Corporation,  a
                  Virginia Corporation,  securing the following properties:  Tar
                  River and The Lexington.**

            (e)   First Deeds of Trust Notes dated  October 28, 1992 between New
                  Shelter  Properties  V and First  Commonwealth  Realty  Credit
                  Corporation,  relating to the following properties:  Tar River
                  and The Lexington.**

               (f)  Second  Deeds of Trust Notes dated  October 28, 1992 between
                    New  Shelter  Properties  V and  First  Commonwealth  Realty
                    Credit  Corporation,  relating to the following  properties:
                    Tar River and The Lexington.**

                     **Filed as Exhibits 10 (iii) a through f, respectively,  to
                     Form 10-KSB - Annual or Transitional  Report filed February
                     26, 1993 and incorporated herein by reference.

            (g)   Modification to Security  Instruments  dated January 31, 1994,
                  between Foxfire V Limited  Partnership and John Hancock Mutual
                  Life Insurance Company, relating to Foxfire Apartments.***

               (h)  Deposit and  Security  Agreement  dated  January  31,  1994,
                    between Foxfire V Limited  Partnership and John Hancock Real
                    Estate Finance, Inc., relating to Foxfire Apartments.***

                     ***Filed  as Exhibits  10 (iii) g and h,  respectively,  to
                     Form 10-KSB - Annual or Transitional  Report filed February
                     28, 1994 and incorporated herein by reference.

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

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

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

            (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).

      (iv)        Contracts related to sale of property:

            (a)   Purchase and Sale Contract for the parcel of land at Tar River
                  Estates   Apartments   between  Registrant  and  the  City  of
                  Greenville,  North Carolina. (Filed as Exhibit 10(iv)a on Form
                  8-K of Registrant  filed on November 1, 2001 and  incorporated
                  herein by reference).

               99.1 Current  Report on Form 8-K dated  October  1, 1998 filed on
                    October 16, 1998 disclosing  change in control of Registrant
                    from Insignia Financial Group, Inc. to AIMCO.

               99.2 Irrevocable  Limited  Proxy,  dated  October 1, 1998,  among
                    AIMCO,  Andrew  L.  Farkas,  James  A.  Aston  and  Frank M.
                    Garrison  (incorporated  by reference  to Current  Report on
                    Form 8-K, dated October 1, 1998).

               99.3 Shareholder's Agreement, dated October 1, 1998, among AIMCO,
                    Andrew L.  Farkas,  James A.  Aston  and  Frank M.  Garrison
                    (incorporated by reference Current Report on Form 8-K, dated
                    October 1, 1998).