FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
                               SECTION 13 OR 15(d)
                   (As last amended by 34-31905, eff. 4/26/93)
                                        
                                   FORM 10-KSB
                                                                               
[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934 [Fee Required]

                   For the fiscal year ended November 30, 1995
                                       or
[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934 [No Fee Required]

                  For the transition period.........to.........

                         Commission file number 0-11574

                    SHELTER PROPERTIES V LIMITED PARTNERSHIP
                 (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.)

One Insignia Financial Plaza, P.O. Box 1089
    Greenville, South Carolina                                  29602
(Address of principal executive offices)                      (Zip Code)

                    Issuer's telephone number (864) 239-1000

         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 of 1934 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 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.  $12,484,167  

State the aggregate market value of the voting partnership interests 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 a specified date within the past 60 days.  $13,778,450       
                                                                
                       DOCUMENTS INCORPORATED BY REFERENCE
1.    Portions of the Prospectus of Registrant dated May 27, 1983 (included in
Registration Statement, No.2-81308, of Registrant) are incorporated by reference
into Parts I and III.
                                                                       
                                     PART I


Item 1.  Description of Business

      Shelter Properties V Limited Partnership (the "Registrant" or the
"Partnership") is engaged in the business of acquiring, operating and holding
real properties for investment. The Registrant acquired eight existing apartment
properties during 1983 and 1984 and has been operating such properties since
that time with the exception of Greenspoint Apartments, which the Partnership
permitted a lender to foreclose upon on November 1, 1988.

      Commencing May 27, 1983, the Registrant offered through E. F. Hutton &
Company Inc. ("Hutton") 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.  Limited
partners are not required to make any additional capital contributions.

      The Units were registered under the Securities Act of 1933 via
Registration Statement No. 2-81308 (the "Registration Statement"). Reference is
made to the Prospectus of Registrant dated May 27, 1983 (the "Prospectus")
contained in said Registration Statement, which is incorporated herein by
reference thereto.

      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 and thereby completed its acquisition program in January 1984 at
approximately the expenditure level estimated in the Prospectus. Funds not
expended because they are held as reserves have been invested by the Registrant,
in accordance with the policy described in the Prospectus, in U. S. Government
securities or other highly liquid, short-term investments where there is
appropriate safety of principal.

      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.

      The Registrant has no employees.  Management and administrative services
are performed by Shelter Realty V Corporation, the Corporate General Partner,
and by Insignia Management Group, L.P., an affiliate of Insignia Financial
Group, Inc. ("Insignia"), the ultimate parent company of the Corporate General
Partner.  Pursuant to a management agreement between them, Insignia Management
Group, L.P. provides property management services to the Registrant.

      The real estate business in which the Partnership is engaged is highly
competitive and the Partnership is not a significant factor in this industry. 
The Registrant's property is subject to competition from similar properties in
the vicinity in which the property is located.  In addition, various limited
partnerships have been formed by the General Partners and/or their affiliates to
engage in business which may be competitive with the Registrant.

Item 2.  Description of Properties

      The following table sets forth the Registrant's investments in properties:

                                 Date of   
 Property                        Purchase    Type of Ownership        Use
                                           
 Foxfire Apartments              07/19/83  Fee ownership, subject   Apartment
  Atlanta, Georgia                         to first mortgage.       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 and second      308 units
                                           mortgages.
    
 Lake Johnson Mews Apartments    09/30/83  Fee ownership, subject   Apartment
  Raleigh, North Carolina                  to first mortgage.       201 units

 The Lexington Apartments        10/31/83  Fee ownership, subject   Apartment
  (Formerly Lexington Green)               to first and second      267 units
  Sarasota, Florida                        mortgages.
                                           
 Millhopper Village Apartments   11/22/83  Fee ownership, subject   Apartment
  Gainesville, Florida                     to first mortgage.       136 units
                                           
 Tar River Estates               01/18/84  Fee ownership, subject   Apartment
  Greenville, North Carolina               to first and second      402 units
                                           mortgages.
Schedule of Properties:                   
<TABLE>
<CAPTION>
                                      Gross                                                  
                                     Carrying    Accumulated                         Federal 
         Property                     Value      Depreciation     Rate    Method    Tax Basis

        <S>                       <C>           <C>            <C>         <C>   <C>                           
         Foxfire Apts.             $10,176,799   $ 5,242,494    5-29 yrs    S/L   $ 2,499,158
         Old Salem Apts.            15,409,432     7,352,141    5-28 yrs    S/L     3,630,313
         Woodland Village Apts.     11,512,908     5,507,744    5-30 yrs    S/L     2,736,742
         Lake Johnson Mews Apts.     7,998,410     3,590,370    5-30 yrs    S/L     2,165,541
         The Lexington Apts.         9,550,806     3,899,213    5-34 yrs    S/L     3,254,587
         Millhopper Village Apts.    5,419,666     2,589,627    5-29 yrs    S/L     1,343,640
         Tar River Estates          12,772,178     6,232,995    5-27 yrs    S/L     3,150,851
                                                                                            
                                   $72,840,199   $34,414,584                      $18,780,832


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

Schedule of Mortgages:
<TABLE>
<CAPTION>

                      Principal                                       Principal
                      Balance At    Stated                             Balance
                     November 30,  Interest    Period     Maturity     Due At
Property               1995         Rate     Amortized     Date       Maturity 
<S>                <C>             <C>         <C>      <C>         <C>    
Foxfire                                                  
 1st Mortgage       $ 4,866,017     7.50%       (1)      02/01/99    $4,594,828
                                                         
Old Salem                                                
 1st Mortgage         6,721,872   10.375%       (2)      12/10/16        64,592
                                                         
Woodland Village                                         
 1st Mortgage         2,329,248     9.50%       (3)      01/01/97     2,264,698
 2nd Mortgage           695,442     8.88%       (4)      03/01/99            --
                                                         
Lake Johnson Mews                                        
 1st Mortgage         4,134,432    9.375%       (5)      06/01/97     3,893,758
                                                         
The Lexington                                            
 1st Mortgage         3,712,865     7.60%       (6)      11/15/02     2,869,663
 2nd Mortgage           122,528     7.60%      none      11/15/02       122,528
                                                         
Millhopper Village                                       
 1st Mortgage         1,600,000      (7)       none      06/10/01     1,600,000
                                                        
Tar River Estates                                        
 1st Mortgage         5,129,584     7.60%       (6)      11/15/02     3,964,527
 2nd Mortgage           169,282     7.60%      none      11/15/02       169,282
                                                         
                     29,481,270                          

Less unamortized                                         
 discounts             (504,591)                                      
                                                         
                    $28,976,679                          

<FN>
(1) The principal balance is being amortized over 25 years with a balloon
    payment due February 1, 1999.
(2) The principal balance is being amortized over 300 months.
(3) The principal balance and discount are being amortized over 300 months with
    a balloon payment due January 1, 1997.
(4) The principal balance is being amortized over 178 months.
(5) The principal balance is being amortized over 264 months with a balloon
    payment due June 1, 1997.
(6) The principal balance is being amortized over 257 months with a balloon
    payment due November 15, 2002.
(7) The interest rate is variable from 7.5% - 9.5%.
</FN>
</TABLE>
    On January 31, 1994, the Partnership refinanced the mortgage encumbering
Foxfire Apartments.  The refinancing replaced indebtedness on Foxfire in the
amount of $4,993,610 of which $4,952,345 was principal and $41,265 was 
interest. The refinancing replaced the aforementioned indebtedness which 
carried a stated interest rate of 9.75% and had a maturity date of April 1,
1994.  The new mortgage indebtedness of $5,000,000, which carries a stated 
interest rate of 7.5%, is amortized over 25 years with a balloon payment due on
February 1, 1999.  Total capitalized loan costs incurred were $81,565 and are
being amortized over the life of the loan.

    In addition, in May 1994, the Partnership paid off the second mortgage
balance of $349,365 on Millhopper Village which had a maturity date of February
15, 2002.  The Partnership used available funds on hand to pay off the debt.  In
connection with this pay-off, the partnership recorded an extraordinary loss of
$30,785.

    Average annual rental rate and occupancy for 1995 and 1994 for each
property:
<TABLE>
<CAPTION>
                             Average Annual                Average Annual
                              Rental Rates                   Occupancy   
                           1995           1994             1995      1994
<S>                      <C>            <C>                <C>       <C>
Foxfire                   $6,392         $6,031             96%       96%
Old Salem                  6,978          6,839             88        91
Woodland Village           6,466          6,320             95        96
Lake Johnson Mews          6,999          6,489             97        97
The Lexington              7,133          6,931             94        91
Millhopper Village         7,089          6,810             98        98
Tar River Estates          5,645          5,517             89        90

</TABLE>                                                        

    The Corporate General Partner attributes the increase in occupancy at The
Lexington Apartments to an increase in population in the area and a change in
management at the property.  The increase in population is due to the continuing
trend of people moving to Florida from other areas of the country due to the
climate and economic factors.  The decrease in occupancy at Old Salem is due to
the property starting to bill utilities to the tenants.  The Corporate General
Partner believes occupancy will improve with the new tenants who will be willing
to pay utilities in the near future.

    As noted under Item 1. "Description of Business", the real estate industry
is highly competitive.  All of the properties of the partnership 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.  The multifamily residential properties' lease terms are for one year
or less.  No residential tenant leases 10% or more of the available rental
space.

    Real estate taxes and rates in 1995 for each property were:

                                     1995             1995
                                    Billing           Rate
                                  
Foxfire                            $114,491*          4.15
Old Salem                            85,000*           .72
Woodland Village                    148,874*          3.05
Lake Johnson Mews                    65,313*          1.23
The Lexington                       148,723*          2.23
Millhopper Village                   84,366*          2.76
Tar River Estates                   135,048*          1.48 

*Due to this property having a fiscal year different than the real estate tax
year, tax expense does not agree to the 1995 billing.


Item 3.  Legal Proceedings

    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 only other general partner of the Partnership, N. Barton
Tuck, Jr.,  is effectively prohibited by the Partnership's partnership agreement
(the "Partnership Agreement") from participating in the management of the
Partnership.  The Corporate General Partner is an indirect subsidiary of
Insignia Financial Group, Inc. ("Insignia").  The directors and officers of the
Corporate General Partner also serve as executive officers of Insignia.

    The Corporate General Partner owns 100 Limited Partnership Units ("Units"). 
On May 27, 1995, an affiliate of the Corporate General Partner (the "Affiliated
Purchaser") acquired 13,171 Units at a price of $350.00 per Unit pursuant to a
tender offer (the "Affiliate Offer") described below.  The Corporate General
Partner and the Affiliated Purchaser are, therefore, entitled to participate in
cash distributions made by the Partnership to its Unit holders.  The Partnership
made a distribution to the Unit holders during the first quarter of 1995.  The
Corporate General Partner presently expects that the Partnership will seek to
make distributions in the future.  The Corporate General Partner is also
entitled to certain cash distributions in respect of its general partner
interest.  

    As a result of the Affiliated Purchaser's acquisition of 25.07% of the
outstanding Units, the Affiliated Purchaser, an affiliate of the Corporate
General Partner and Insignia, may be in a position to significantly influence
any vote of the Unit holders.  The Partnership has paid Insignia Management
Group, L.P. ("IMG"), an affiliate of the Corporate General Partner, property
management fees equal to 5% of the Partnership's apartment revenues for property
management services in each of the  periods ended November 30, 1994 and 1995,
pursuant to property management agreements.  Property management fees paid to
IMG amounted to $592,076 and $614,669, respectively, for the years ended
November 30, 1994 and 1995.  Insignia and its affiliates do not receive any fees
from the Partnership for the asset management or partnership administration
services they provide, although Insignia and its affiliates are reimbursed by
the Partnership for the expenses they incur in connection with providing those
services.  The Partnership Agreement also provides for reimbursement to the
Corporate General Partner and its affiliates for costs incurred in connection
with administration of the Partnership's activities.  Pursuant to these
provisions and in addition to the property management fees referred to above,
the Partnership paid the Corporate General Partner and its affiliates (including
the reimbursements to Insignia and its affiliates in connection with asset
management and partnership administration services) an aggregate of $177,522 and
$199,968, respectively, for the years ended November 30, 1994 and 1995.  In
addition, at various times during the past two fiscal years an affiliate of
Insignia has held a promissory note or preferred stock issued by an unaffiliated
company that provides insurance brokerage services to the Partnership.

    The terms of the Affiliated Purchaser's financing of the Affiliate Offer may
result in future potential conflicts of interest.  The Affiliated Purchaser paid
for the Units it purchased pursuant to the Affiliate Offer with funds provided
by Insignia, and Insignia, in turn, obtained these funds from its working
capital.  It is possible, however, that in connection with its future financing
activities, Insignia may cause or request the Affiliated Purchaser to pledge its
Units as collateral for loans, or otherwise agree to terms which provide
Insignia and the Affiliated Purchaser with incentives to generate substantial
near-term cash flow from the Affiliated Purchaser's investment in the Units.  In
such a situation, the Corporate General Partner may experience a conflict of
interest in seeking to reconcile the best interests of the Partnership with the
need of its affiliates for cash flow from the Partnership's activities.

    On April 27, 1995, the Affiliated Purchaser commenced the Affiliate Offer
for up to 30% of the Units at a price of $350.00 per Unit.  The Affiliate Offer
expired on May 26, 1995.  On May 27, 1995, an affiliate of the Corporate General
Partner, the Affiliated Purchaser, acquired 13,171 Units at a price of $350.00
per Unit pursuant to the Affiliate Offer.  During the Affiliate Offer, Carl C.
Icahn and certain of his associates contacted Insignia about pursuing a variety
of possible transactions on a joint venture basis.  During those discussions,
representatives of Insignia advised Mr. Icahn and his representatives that
Insignia did not wish to discourage or prevent any transaction which would
produce additional value for Unit holders.  During those conversations, Mr.
Icahn and his representatives expressed a desire to make an equity investment in
the Affiliated Purchaser with a view to sharing in the economic benefits, if
any, to be derived by the Affiliated Purchaser from the Affiliate Offer.  The
representatives of Insignia declined to agree to such an arrangement.

    Following those discussions, at approximately 6:45 p.m. on Monday, May 22,
1995, the Corporate General Partner received a letter from High River ("High
River") which stated that High River was commencing, by public announcement, a
cash tender offer for up to approximately 30% of the outstanding Units at a
price of $402.50 per Unit (the "High River Offer").  High River sent similar
letters to the Insignia affiliated corporate general partners of five other
limited partnerships.  On May 23, 1995, Insignia issued a press release which
announced receipt of the letters.

    From 12:00 noon on Tuesday, May 23 through late in the evening of Wednesday,
May 24, the Affiliated Purchaser, Insignia, and High River and their respective
counsel had  a series of meetings and telephone conversations to explore a
possible joint venture relationship with respect to various real estate related
investment opportunities, including the Affiliate Offer.  Representatives of
High River terminated the discussions.  No agreement was reached with respect to
the Affiliated Offer or any other matter.

    On the afternoon of Thursday, May 25, 1995, the Corporate General Partner
received a second letter from High River stating that High River had initiated a
tender offer for up to 40% of the outstanding Units at a price of $508.20 per
Unit.  High River also issued a press release announcing the High River Offer
and that High River was commencing similar tender offers for units of limited
partnership interest in five other partnerships in which other Insignia
affiliates are the corporate general partners.  Upon receiving the letter from
High River, Insignia issued its own press release announcing the terms of the
six High River offers.

    Also on May 25, 1995, the Corporate General Partner received a copy of a
Complaint (the "High River Complaint") seeking, among other things, an order
from the United States District Court for the District of Delaware enjoining the
closing of the Affiliate Offer.  The High River Complaint related to the
Affiliate Offer and to five other tender offers made by affiliates of Insignia
for units of limited partnership interests in other limited partnerships in
which other affiliates of Insignia are general partners.  The High River
Complaint named as defendants the Affiliated Purchaser and each of the Insignia
affiliates making the five other tender offers; the Corporate General Partner
and the five other Insignia-affiliated general partners; and Insignia.  The High
River Complaint contained allegations that, among other things, the Affiliated
Purchaser sought to acquire Units at highly inadequate prices, and that the
Affiliate Offer contained numerous false and misleading statements and omissions
of material facts.  The alleged misstatements and omissions concerned, among
other things, the true value of the units; the true financial conditions of the
Partnership; the factors affecting the likelihood that properties owned by the
Partnership will be sold or liquidated in the near future; the liquidity and
value of the Units; the limited secondary market for Units; and the true nature
of the market for underlying assets.  The High River Complaint also alleged that
the Affiliated Purchaser failed to comply with the requirements of Rule 13e-4
under the Securities Exchange Act of 1934.

    On Friday, May 26, 1995, the United States District Court for the District
of Delaware denied High River's motion for a temporary restraining order to
postpone the closing of the Affiliate Offer.  On May 26, 1995, Insignia issued a
press release announcing the Court's decision.  High River subsequently
voluntarily withdrew the High River Complaint without prejudice.

    On May 26, 1995, High River filed a Schedule 14D-1 relating to the High
River Offer and containing an Offer to Purchase and a related Assignment of
Partnership Interest.  The Affiliate Offer expired as scheduled at midnight on
May 26, 1995.  As filed on May 26, 1995, the High River Offer was conditioned
upon the Affiliate Offer being extended by at least 10 business days.  High
River issued a press release, dated May 26, 1995, announcing that the extension
of the Affiliate Offer for 10 business days would be eliminated as a condition
to the High River Offer.  Also on May 26, the Chairman and Chief Executive
Officer of Insignia received a letter from Mr. Icahn.  In the letter, Mr. Icahn
accused Insignia of disregarding its "fiduciary responsibilities."

    On Friday June 2, the High River Offer to Purchase and the related
Assignment of Partnership Interests were mailed to Unit holders.  On Monday,
June 5, the Corporate General Partner delivered a letter to High  River which
requested that High  River cure certain alleged critical omissions,
misstatements, and deficiencies in the High River Offer by June 7, 1995.  On
June 7, the Corporate General Partner received a letter from Mr. Icahn in which
Mr. Icahn states that High River does not agree with the positions taken in the
Corporate General Partner's June 5 letter.

    On June 8, 1995, the Corporate General Partner commenced an action against
High River and Carl C. Icahn in the United States District Court for the
District of South Carolina.  The complaint alleges that the High River Offer
misleads Unit holders and violates federal securities laws.  The Partnership
seeks relief from High River's and Mr. Icahn's actions in the form of an
injunction against the High River Offer, a judgment declaring that the untrue
statements in and omissions from the High River Offer constitute violations of
the federal securities laws, and an order requiring High River to make
appropriate disclosures to correct all of the false and misleading statements in
and omissions from the High River Offer.

    The Partnership and the Corporate General Partner recommended that the Unit
holders reject the High River Offer and not tender their Units pursuant to the
High River Offer, but stated that they may reconsider.  The Partnership and the
Corporate General Partner may reconsider their recommendation if High River
makes additional disclosures to the Unit holders as the Corporate General
Partner has requested.  For further information, see the Partnership's
Solicitation/Recommendation Statement on Schedule 14D-9 which was filed with the
Securities and Exchange Commission on June 9, 1995.

    On June 12, 1995, High River filed an amendment to its Schedule 14D-1
containing a Supplement to its Offer to Purchase.  The Supplement amends the
High River Offer to increase the number of Units being sought to all of the
outstanding Units and amends certain disclosures in the Offer to Purchase.  

    Persons claiming to own Units filed a purported class action and derivative
suit in the United States District Court for the District of South Carolina
seeking, among other things, an order enjoining the Affiliate Offer.  On
Thursday, May 18, 1995, the Court denied plaintiffs' motion for a temporary
restraining order postponing the closing of the Affiliate Offer, which expired
as scheduled on May 26, 1995.  Counsel for the parties are engaged in settlement
discussions and may continue such discussions.

    The Complaint applies to the Affiliate Offer and to five other tender offers
being made by affiliates of Insignia for units of limited partnership interests
in other limited partnerships in which other affiliates of Insignia serve as
general partners.  The Complaint names as defendants the Affiliated Purchaser
and each of the Insignia affiliates, including the five other tender offerors;
the Corporate General Partner and five other Insignia-affiliated general
partners; and four individuals who are officers and/or directors of Insignia,
the Corporate General Partner and/or the Affiliated Purchaser.  The Complaint
contains allegations that, among other things, the defendants have intentionally
mismanaged the Partnership and the five other Partnerships (collectively the
"Partnerships") and acted contrary to the limited partners' best interests in
order to prolong the lives of the Partnerships and thus continue the revenues
derived by Insignia from the Partnerships while at the same time reducing the
demand for the Partnerships' units in the limited resale market for the units by
artificially depressing the trading prices for the units, in order to create a
favorable environment for the Affiliate Offer and the five other tender offers. 
In the Complaint the plaintiffs also allege that in the  Affiliate Offer and the
five other tender offers, the Affiliated Purchaser will acquire effective voting
control over the Partnerships at highly inadequate prices, and that the offers
to purchase and related tender offer documents contain numerous false and
misleading statements and omissions of material facts.  The alleged
misstatements and omissions concern, among other things, the advantages to Unit
holders of tendering Units pursuant to the Affiliate Offer; the true value of
the Units; the true financial condition of the Partnerships; the factors
affecting the likelihood that properties owned by the Partnerships will be sold
or liquidated in the near future; the liquidity and value of the Units; the
limited secondary market for Units; and the true nature of the market for
underlying assets.

    On Friday, June 16, plaintiffs filed an amended complaint which contained
allegations that, among other things, the defendants engaged in a plan by which
they misappropriated the Partnerships' assets and fraudulently induced limited
partners to sell units to the defendants at highly inadequate prices by causing
the Partnerships to take actions that artificially depressed the prices
available for units and by knowingly disseminating false and misleading
statements and omissions of material facts.  The plaintiffs alleged that the
defendants breached fiduciary duties and violated federal securities law by
closing the Affiliate Offer and the five other tender offers made by affiliates
of Insignia for units in the other Partnerships with the knowledge that the
limited partners were not aware of the High River Offer.  The plaintiffs further
alleged that the defendants, since the close of the Affiliate Offer, had caused
the Partnerships to enter into several wasteful transactions that had no
business purpose or benefit to the Partnerships solely in order to entrench
themselves in their positions of control over the Partnerships, with the effect
of impeding and possibly preventing nonaffiliated entities from making tender
offers that offer higher value to unit holders than defendants paid.

    Subsequent to the filing of the lawsuit by the Corporate General Partner
against High River and Carl C. Icahn, the Corporate General Partner and High
River began discussions in an attempt to settle the lawsuit.  On Friday, June
16, 1995, High River issued a press release announcing that the expiration date
of the High River Offer was extended until 12:00 midnight, New York City time on
Wednesday, June 28, 1995, and that High River and the Corporate General Partner
were engaged in settlement discussions.

    On Saturday, June 17, the Affiliated Purchaser and Insignia entered into an
agreement with Carl C. Icahn and High River (the "Agreement") and the Corporate
General Partner, among others, entered into a letter agreement with High River
(together with the Agreement, the "Agreements").  The Agreements provide
generally that Insignia would not, and will not cause or permit its affiliates
to, actively oppose the High River Offer, but rather would take a neutral stance
with respect to the High River Offer, except in the case of a competing third
party bid made prior to the expiration of the High River Offer or the occurrence
of any event materially adversely affecting High River Offer.  The High River
Offer would proceed in accordance with its terms, as amended, and the Corporate
General Partner would cooperate to facilitate the admission of High River as a
substitute limited partner with respect to any Units High River purchases
pursuant to the High River Offer in accordance with the terms of the Partnership
Agreement and applicable law.  The Agreements limit High River's ability to
amend or extend the High River Offer.  Apart from purchases made by High River
pursuant to the High River Offer, neither High River nor Insignia nor any of
their respective affiliates would purchase any additional Units pursuant to a
tender offer and can only purchase additional Units from time to time under
certain conditions specified in the Agreements.  High River would vote on
certain matters concerning the Partnership as directed by Insignia.  In
addition, High River and its affiliates are prohibited from soliciting proxies
with respect to the Partnership or otherwise making proposals concerning the
Partnership directly to other Unit holders.  High River and Insignia have
certain buy-sell rights with respect to the other's Units which may be exercised
18 months after the effective date of the Agreements and annually thereafter and
at earlier or later dates under other circumstances specified in the Agreements,
including the proposal of certain transactions otherwise protected by the
Agreements.  The party selling Units pursuant to the buy-sell transaction must
sell or cause to be sold to the other party all Units beneficially owned by the
first party and its affiliates.

    Litigation initiated by the Corporate General Partner concerning the High
River Offer and litigation initiated by High River concerning the Affiliate
Offer was dismissed with prejudice and mutual releases were exchanged.  On June
20, High River issued a press release announcing that the expiration date of the
High River Offer was extended until 12:00 midnight, New York City time on
Monday, July 3, 1995.

    On July 20, 1995, the Partnership mailed a letter to limited partners of the
Partnership who tendered limited partnership units to the Affiliated Purchaser
in the recent tender offer.  The letter notifies the limited partners that the
Affiliated Purchaser has offered to increase the amount paid to such limited
partners by an additional 45%.

    On September 27, 1995, the parties to the purported class action and
derivative suit described above, entered into a stipulation to settle the
matter.  The principal terms of the stipulation requires supplemental payments
to tendering limited partners aggregating approximately $6 million to be paid by
the Affiliated Purchaser; waiver by the Corporate General Partner and five other
Insignia affiliated general partners of any right to certain proceeds from a
sale or refinancing of the Partnership's properties; some restrictions on
Insignia's ability to vote the limited partner interest it acquired; payment of
$1.25 million for plaintiffs' attorney fees and expenses in the litigation; and
general releases of all the defendants.  The Partnership has accrued
approximately $127,000 related to its allocated share of the $1.25 million. 
Provisional Court approval of the stipulation is required before it will be
distributed to the class members for review.  If a certain number of class
members opt out, the settlement may be cancelled and no assurance can be given
that this matter will be settled on the terms set forth above or otherwise.


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

    During the fiscal year ended November 30, 1995, no matter was submitted to a
vote of security holders through the solicitation of proxies or otherwise.


                                    PART II


Item 5. Market for Partnership Equity and Related Partner Matters

    As of November 30, 1995, there was minimal trading of the Units in the
secondary market establishing a value of $350 per unit as quoted in the Stanger
Report for October 31, 1995.  There are 3,343 holders of record owning an
aggregate of 52,538 units.  As disclosed in Item 3., Legal Proceedings, an
affiliate of the Corporate General Partner purchased 13,171 units at $350 per
unit.  In addition, High River Limited Partnership purchased 6,407 units at
$508.20 per Unit.  No public trading market has developed for the Units, and it
is not anticipated that such a market will develop in the future.  Distributions
of $252,036 were made in 1995 while distributions of $1,499,721 were made during
1994.  Future distributions will depend on the levels of cash generated from
operations, refinancings, property sales and the availability of cash reserves. 
Distributions may also be restricted by the requirement to deposit net operating
income (as defined in the mortgage note) into the Reserve Account until the
Reserve Account is funded an amount equal to $1,000 per apartment unit for each
respective unit.  

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

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

Results of Operations

    The Partnership had a net loss for the year ended November 30, 1995, of
$341,871  and a net loss of $646,469 for the corresponding period of 1994.  The
decrease in net loss in 1995 is primarily attributable to increased apartment
revenues as a result of monthly rental rate increases at all properties as well
as an increase in other income.  Other income increased due to an increase in
various tenant charges resulting from high tenant turnovers at all properties
and a leasing incentive bonus for the renewal of a laundry vending contract at
Old Salem Apartments.  Also contributing to the decrease in net loss were
casualty gains of $213,794 as a result of two fires, one at Woodland Village and
one at Old Salem.  Both fires were covered by insurance.  

    Partially offsetting the decrease in net loss was an increase in general and
administrative expenses as a result of increased legal costs for an outstanding
lawsuit as discussed in Item 3. Legal Proceedings, as well as increased
administrative expenses in connection with the tender offers. 

    The Partnership recorded a casualty gain in 1995 resulting from a fire at
Woodland Village Apartments to the roof and interiors of four units.  The damage
resulted in a gain of $31,761 arising from proceeds from the Partnership's
insurance carrier of $73,056 which exceeded the basis of the property and
expenses to replace the roof and interiors damaged.  The Partnership also
recorded a  casualty gain at Old Salem Apartments resulting from a fire in the
basement and interiors of nine units located within the same building.  The
damage resulted in a gain of $182,033 arising from proceeds receivable from the
Partnership's insurance carrier of $284,743 which exceeded the basis of the
property and expenses to replace the interiors for the building damaged.  At
November 30, 1995, other assets included a receivable of  $69,861 for insurance
proceeds and accounts payable included $45,840 of outstanding invoices related
to the casualty at Old Salem Apartments.

    Management relies on the annual appraisals performed by outside appraisers
to assess the impairment of investment 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 judgement, plays a major role in arriving
at the conclusions of the indicated value from 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 Management.  For the year ended November 30,
1995, no adjustments for the impairment of value were recorded.

    As part of the ongoing business plan of the Partnership, the Corporate
General Partner monitors the rental market environment of each of its investment
properties to assess the feasibility of increasing rents, maintaining or
increasing occupancy levels and protecting the Partnership from increases in
expenses.  As part of this plan the Corporate General Partner attempts to
protect the Partnership from the burden of inflation-related increases in
expenses by increasing rents and maintaining a high overall occupancy level. 
However, 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 November 30, 1995, the Partnership had unrestricted cash of $790,730
compared to $1,357,647 at November 30, 1994 as a result of increased investing
activity during 1995.  Net cash used in investing activities increased as a
result of an increase in cash invested in short-term investments in 1995 as
compared to 1994.  Net cash provided by operating activities increased primarily
as a result of the decrease in net loss as previously discussed.  Decreases in
escrows for taxes and insurance and increases in accounts payable also
contributed to the increase in net cash provided by operations.  Net cash used
in financing activities decreased due to the Partnership refinancing Foxfire
Apartments in 1994 with no refinancing in 1995 and a decrease in partners'
distributions in 1995.

    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 property to adequately maintain the physical assets
and other operating needs of the Partnership.  Such assets are currently thought
to be sufficient for any near-term needs of the Partnership.  The mortgage
indebtedness of $28,976,679, net of discount, is amortized over varying periods
with required balloon payments ranging from January 1, 1997, to November 15,
2002, at which time the properties will either be refinanced or sold.  Future
cash distributions will depend on the levels of net cash generated from
operations, property sales, and the availability of cash reserves.  During the
years ended November 30, 1995, and 1994, the Partnership made distributions of
$252,036 and $1,499,721, respectively.

Item 7.  Financial Statements

SHELTER PROPERTIES V LIMITED PARTNERSHIP

LIST OF FINANCIAL STATEMENTS



Report of Independent Auditors 

Consolidated Balance Sheet--November 30, 1995

Consolidated Statements of Operations--Years ended November 30, 1995 and 1994

Consolidated Statements of Changes in Partners' Capital (Deficit)--Years ended 
       November 30, 1995 and 1994 

Consolidated Statements of Cash Flows--Years ended November 30, 1995 and 1994

Notes to Consolidated Financial Statements

                Report of Ernst & Young LLP, Independent Auditors


The Partners
Shelter Properties V Limited Partnership


We have audited the accompanying consolidated balance sheet of Shelter
Properties V Limited Partnership as of November 30, 1995, and the related
consolidated statements of operations, changes in partners' capital (deficit)
and cash flows for each of the two years in the period ended November 30, 1995. 
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 generally accepted auditing
standards.  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 consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Shelter
Properties V Limited Partnership as of November 30, 1995, and the consolidated
results of its operations and its cash flows for each of the two years in the
period ended November 30, 1995, in conformity with generally accepted accounting
principles.


                                                            /s/ERNST & YOUNG LLP


Greenville, South Carolina
January 17, 1996


                    SHELTER PROPERTIES V LIMITED PARTNERSHIP

                           CONSOLIDATED BALANCE SHEET
                                        
<TABLE>
<CAPTION>
                                November 30,1995


<S>                                                 <C>               <C>
 Assets                                                                         
   Cash:                                                                          
       Unrestricted                                                    $   790,730
       Restricted--tenant security deposits                                358,728
   Investments (Note B)                                                  2,465,411
   Accounts receivable                                                      41,430
   Escrow for taxes and insurance                                          321,679
   Restricted escrows                                                      743,417

   Other assets                                                            678,645
   Investment properties: (Note C & F)                                            
       Land                                          $  4,241,860                 
       Buildings and related personal property         68,598,339                 
                                                       72,840,199                 

       Less accumulated depreciation                  (34,414,584)      38,425,615
                                                                                  
                                                                       $43,825,655

                                                                                  
 Liabilities and Partners' Capital (Deficit)                                      
                                                                                  
 Liabilities                                                                      
   Accounts payable                                                    $   445,838
   Tenant security deposits                                                360,905
   Accrued taxes                                                           196,337
   Other liabilities                                                       586,430
   Mortgage notes payable (Note C)                                      28,976,679
                                                                                  

 Partners' Capital (Deficit)                                                      
   General partner                                   $   (310,118)                
   Limited partners (52,538 units                                                 
       issued and outstanding)                         13,569,584       13,259,466
                                                                                  

                                                                       $43,825,655
                                                                                  

<FN>
            See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
                     SHELTER PROPERTIES V LIMITED PARTNERSHIP 

                       CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                
                                                         Years Ended November 30, 
                                                            1995            1994     
<S>                                                    <C>             <C>
 Revenues:                                                                         
    Rental income                                       $11,811,585     $11,430,562
    Other income                                            672,582         616,485
                                                         12,484,167      12,047,047
                                                                                   
 Expenses:                                                                         
    Operating                                             3,425,781       3,356,376
    General and administrative                              591,775         312,773
    Property management fees                                614,669         592,076
    Maintenance                                           1,959,569       2,011,082
    Depreciation                                          2,913,473       2,754,928
    Interest                                              2,757,748       2,860,091
    Property taxes                                          776,817         777,110
                                                         13,039,832      12,664,436
  
 Casualty gain                                              213,794           1,705
                                                                                   
         Loss before extraordinary item                    (341,871)       (615,684)
                                                                                   
 Extraordinary item - loss on extinguishment                                       
   of debt (Note C)                                              --         (30,785)
                                                                                   
         Net loss (Note D)                              $  (341,871)    $  (646,469)
                                                                                   
                                                                                   
 Net loss allocated to general partner (1%)             $    (3,419)    $    (6,465)
 Net loss allocated to limited partners (99%)              (338,452)       (640,004)
                                                        $  (341,871)    $  (646,469)
                                                                      
 Per limited partnership unit:                                        
   Loss before extraordinary item                       $     (6.44)    $    (11.60)  
   Extraordinary item                                            --            (.58)  
                                                                      
 Net loss per limited partnership unit                  $     (6.44)    $    (12.18)  


<FN>

            See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>
                     SHELTER PROPERTIES V LIMITED PARTNERSHIP

         CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT) 
<TABLE>
<CAPTION>
 
                                                                               
                                   Limited                
                                Partnership    General     Limited
                                    Units     Partners     Partners        Total    
<S>                               <C>        <C>          <C>           <C>                        
 Original capital                                                                   
    contributions                  52,538     $   2,000    $52,538,000   $52,540,000

 Partners' (deficit) capital                                                        
    at November 30, 1993           52,538     $(282,720)   $16,282,283   $15,999,563

 Partners' distributions paid          --       (14,997)    (1,484,724)   (1,499,721)

 Net loss for the year                                                              
    ended November 30, 1994            --        (6,465)      (640,004)     (646,469)

 Partners' (deficit) capital                                                        
    at November 30, 1994           52,538      (304,182)    14,157,555    13,853,373

 Partners' distributions paid         --         (2,517)      (249,519)     (252,036)

 Net loss for the year                                                              
    ended November 30, 1995        52,538        (3,419)      (338,452)     (341,871)

 Partners' (deficit) capital                                                        
    at November 30, 1995           52,538     $(310,118)   $13,569,584   $13,259,466


<FN>
            See Accompanying Notes to Consolidated Financial Statements

</FN>
</TABLE>
                     SHELTER PROPERTIES V LIMITED PARTNERSHIP

                       CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                
                                                         Years Ended November 30,
                                                             1995         1994    
<S>                                                    <C>           <C>
 Cash flows from operating activities:                                           
    Net loss                                            $  (341,871)  $  (646,469)
    Adjustments to reconcile net loss to net                                     
     cash provided by operating activities:                                      
       Depreciation                                       2,913,473     2,754,928
       Amortization of discounts and loan costs             164,225       167,585
       Casualty gain                                       (213,794)       (1,705)
       Extraordinary item - loss on extinguishment                               
        of debt                                                  --        30,785
       Change in accounts:                                                       
        Restricted cash                                      16,822       (13,690)
        Accounts receivable                                 (23,288)         (441)
        Escrow for taxes and insurance                      309,485      (102,457)
        Other assets                                        (37,173)       52,256
        Accounts payable                                     44,329       (74,793)
        Tenant security deposit liabilities                 (28,809)       27,854
        Accrued taxes                                      (251,355)      104,492
        Other liabilities                                    30,152        45,643
          Net cash provided by operating activities       2,582,196     2,343,988
                                                                                 
 Cash flows from investing activities:                                           
    Property improvements and replacements               (1,966,342)   (1,417,238)
    Cash invested in short-term investments             (10,003,913)   (6,865,717)
    Cash received from matured investments                9,426,279     9,074,065
    Deposits to restricted escrows                         (279,723)     (176,689)
    Receipts from restricted escrows                        406,860       134,956
    Insurance proceeds from property damage                 287,937        89,472
          Net cash (used in) provided by                                         
            investing activities                         (2,128,902)      838,849
                                                                                 
 Cash flows from financing activities:                                           
    Payments on mortgage notes payable                     (768,175)     (697,741)
    Repayment of mortgage notes payable                          --    (5,301,710)
    Proceeds from long-term borrowing                            --     5,000,000
    Loan costs                                                   --       (26,565)
    Partners' distributions                                (252,036)   (1,499,721)

          Net cash used in financing activities          (1,020,211)   (2,525,737)
                                                                                 
 Net (decrease) increase in cash                           (566,917)      657,100
                                                                                 
 Cash at beginning of period                              1,357,647       700,547
 Cash at end of period                                  $   790,730   $ 1,357,647

 Supplemental disclosure of cash flow information:                               
    Cash paid for interest                              $ 2,589,745   $ 2,689,819


<FN>
            See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>

                     SHELTER PROPERTIES V LIMITED PARTNERSHIP

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note A - Organization and Significant Accounting Policies

Organization:  Shelter Properties V Limited Partnership (the "Partnership ) was
organized as a limited partnership under the laws of the State of South Carolina
pursuant to a Certificate and Agreement of Limited Partnership filed 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 only other general partner of the 
Partnership, N. Barton Tuck, Jr., is effectively prohibited by the 
Partnership's partnership agreement (the "Partnership Agreement") from 
participating in the management of the Partnership.  The Corporate General 
Partner is an indirect subsidiary of Insignia Financial Group, Inc. 
("Insignia").  The directors and officers of the Corporate General Partner also
serve as executive officers of Insignia.  The partnership agreement terminates 
December 31, 2023.  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.  All significant
interpartnership balances have been eliminated.

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

Allocation of Cash Distributions:  Cash distributions by the Partnership are
allocated between general and limited partners in accordance with the provisions
of the partnership agreement.  The partnership agreement 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 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 statements
of cash flows captioned  net cash provided by operating activities  to net cash
from (used by) 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.
<TABLE>
<CAPTION>
                                                                                
                                                            1995           1994    
<S>                                                   <C>             <C>
 Net cash provided by operating activities             $ 2,582,196     $ 2,343,988
    Property improvements and replacements              (1,966,342)     (1,417,238)
    Payments on mortgage notes payable                    (768,175)       (697,741)
    Changes in reserves for net operating                                         
       liabilities                                         (60,163)        (38,864)
    Changes in restricted escrows, net                     127,137         (41,733)
    Insurance proceeds from property damage                287,937          89,472
    Additional operating reserves                         (205,000)             --
    Mortgage repayment with cash reserves                       --        (349,365)
                                                                               
       Net cash used in operations                     $    (2,410)    $  (111,481)
</TABLE>

Note A - Organization and Significant Accounting Policies - (Continued)

The General Partner believed it to be in the best interest of the Partnership to
reserve an additional $205,000 at November 30, 1995, to fund continuing capital
improvements and prepare for the refinancing of Woodland Village in 1996.  

Distributions made from reserves no longer considered necessary by the general
partners are considered to be additional net cash from operations for allocation
purposes.

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

All distributions of distributable net proceeds (as defined in the partnership
agreement) from property dispositions and refinancings will be allocated to the
limited partners until each limited partner has received an amount equal to a
cumulative 7% per annum 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, and then
the limited partners will be allocated 85% of any remaining distributions of
distributable net proceeds and the general partners will receive 15%.

Distributions may be restricted by the requirement to deposit net operating 
income (as defined in the mortgage note) into the Reserve Account until the 
Reserve Account is funded in an amount equal to $1,000 per apartment unit for 
each respective property.

Undistributed Net Proceeds from Refinancing:  At November 30, 1994, the
Partnership had $2,785,000 of undistributed net proceeds from refinancings.  No
excess proceeds were received from the refinancing that occurred during 1994.  
As a result, there remains a balance of $2,785,000 in undistributed net 
proceeds from refinancings at November 30, 1995.

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 disposition, 
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.

All losses, including losses attributable to property dispositions, are 
allocated 99% to the limited partners and 1% to the general partners. 
Accordingly, net losses as shown in the statements of operations and changes in
partners' capital for 1995 and 1994 were allocated 99% to the limited partners 
and 1% to the general partners.  Net loss per limited partnership unit for
each such year was computed as 99% of net loss divided by 52,538 weighted
average units outstanding.

Restricted Escrows:

         Capital Improvement Account - At the time of the refinancing of The
Lexington and Tar River Estates mortgage notes payable in 1992, $273,795 of the
proceeds were designated for a "capital improvement escrow" for certain capital
improvements.  At the time of the refinancing of Foxfire Apartments mortgage 
note payable in 1994, $150,000 of the proceeds were designated for a "capital
improvement escrow" for certain capital improvements.  All capital improvements
were complete as of November 30, 1995, and the balance of this account was 
reduced to zero.    

         Reserve Account - At the time of the refinancing of The Lexington and 
Tar River Estates mortgage notes payable in 1992, a general Reserve Account was
established with the refinancing proceeds for each mortgaged property.  These
funds were established to cover necessary repairs and replacements of existing
improvements, debt service, out of pocket expenses incurred for ordinary and
necessary administrative tasks, and payment of real property taxes and insurance
premiums.  The Partnership is required to deposit net operating income (as 
defined in the mortgage note) from each refinanced property to the respective 
reserve account until they equal $1,000 per apartment unit or $676,000 in total.
The current balance is $682,205, which includes interest earned on these funds.

Escrows for Taxes and Insurance:  Currently, these funds are held by the
mortgagors for Foxfire and Lake Johnson Mews.  For Tar River, The Lexington, Old
Salem, Woodland Village and Millhopper; these properties' escrows are held by 
the Partnership.  All escrow funds are designated for the payment of real 
estate taxes.

Other Reserves:  The general partners may designate a portion of cash generated
from operations as  other reserves  in determining net cash from operations.  
The general partners 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 decreases in other reserves during 1995 and 1994 were $60,163 and
$38,864, respectively, which amounts were determined by considering changes in 
the balances of restricted cash, accounts receivable, escrow for taxes and 
insurance, other assets, accounts payable, tenant security deposit liabilities,
accrued taxes and other liabilities.  At this time, the general partners expect
to continue to adjust other reserves based on the net change in the
aforementioned account balances.

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 (1) 
for real property over 15 years for additions prior to March 16, 1984, 18 years
for additions after March 15, 1984, and before May 9, 1985, and 19 years for
additions after May 8, 1985, and before January 1, 1987, and (2) for personal
property over 5 years for additions prior to January 1, 1987.  As a result of 
the Tax Reform Act of 1986, for additions after December 31, 1986, the modified
accelerated cost recovery method is used for depreciation of (1) real property 
additions over 27 1/2 years and (2) personal property additions over 7 years.

Present Value Discounts:  Periodically, the Partnership incurs debt at below
market rates for similar debt.  Present value discounts are recorded on the 
basis of prevailing market rates and are amortized on an interest method over 
the life of the related debt.  

Loan Costs:  Loan costs are included in other assets and are being amortized on
a straight-line basis over the life of the related loans.

Cash and Cash Equivalents:  The Partnership considers only unrestricted cash to
be cash.  Certificates of deposit are considered to be investments.  At certain
times, the amount of cash deposited at a bank may exceed the limit on insured
deposits.

Investments:  Securities held-to-maturity and available-for-sale:  The Corporate
General Partner determines the appropriate classification of debt securities at
the time of purchase and reevaluates such designation as of each balance sheet
date.  Debt securities are classified as held-to-maturity when the Partnership 
has the positive intent and ability to hold the securities to maturity.  Held-
to-maturity securities are stated at amortized cost, adjusted for amortization 
of premiums and accretion of discounts to maturity.  Such amortization is 
included in investment income.  Interest on securities classified as held-to-
maturity is included in investment income.

Marketable equity securities and debt securities not classified as held-to-
maturity are classified as available-for-sale.  Presently, all of the
Partnership's investments are classified as held-to-maturity.  Available-for-
sale securities are carried at fair value, with the unrealized gains and 
losses, net of tax, reported in a separate component of partner's capital.  The
amortized cost of debt securities in this category is adjusted for amortization 
of premiums and accretion of discounts to maturity.  Such amortization is 
included in investment income.  Realized gains and losses and declines in
value judged to be other-than-temporary on available-for-sale securities are
included in investment income.  The cost of securities sold is based on the 
specific identification method.  Interest and dividends on securities 
classified as available-for-sale are included in investment income.

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

Restricted Cash - Tenant Security Deposits:  The Partnership requires security
deposits from all lessees for the duration of the lease.  Deposits are refunded
when the tenant vacates the apartment if there has been no damage to the unit.

Investment Properties:  Investment properties consist of seven apartment 
complexes  stated at cost.  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 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 judgement, plays a 
major role in arriving at the conclusions of the indicated value from 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.  For the year ended November 30, 1995, no 
adjustments for the impairment of value were recorded.

As of November 30, 1995, the Partnership adopted FASB Statement No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of, which requires impairment losses to be recognized for long-
lived assets used in operations when indicators of impairment are present and 
the undiscounted cash flows are not sufficient to recover the assets' carrying 
amount.  The impairment loss is measured by comparing the fair value of the 
asset to its carrying amount.  The adoption of FASB No. 121 did not have a
material effect on the Partnership's financial statements.

Reclassifications:  Certain reclassifications have been made to the 1994
information to conform to the 1995 presentation.

Note B - Investments

Investments, stated at cost, consist of the following at November 30, 1995:
<TABLE>
<CAPTION>
                                                                                
                                   Interest     Face         Cost        Maturity  
                                     Rate       Amount       1995          Date    
                                                                                  
<S>                                  <C>     <C>          <C>             <C>
 General Electric Credit Corp.        5.65%   $1,487,000   $1,466,696      1/26/96
   Commercial Paper                                                               
 First Union Corporation              5.35%      154,033      152,000      2/28/96
   Certificate of Deposit                                                         
 First Union Corporation              5.40%      126,144      125,000       1/8/96
   Certificate of Deposit                                                         
 First Union Corporation              5.35%      133,428      131,667      2/28/96
   Certificate of Deposit                                                         
 First Union Corporation              5.35%      255,246      251,877      2/28/96
   Certificate of Deposit                                                         
 First Union Corporation              5.40%      332,401      329,388       1/8/96
   Certificate of Deposit                                                         
                                              $2,488,252   $2,456,628             
 Accrued Interest                                               8,783             
                                                           $2,465,411 
</TABLE>

Note B - Investments - (Continued)                                   
  
The Partnership's investments are classified as held-to-maturity.  The Corporate
General Partner believes that the market value of the investments is 
approximately the same as the cost.

Note C - Mortgage Notes Payable

The principal terms of mortgage notes payable are as follows:
<TABLE>
                                                                                
                         Principal     Monthly                        Principal
                         Balance At    Payment     Stated               Balance
                        November 30,  Including   Interest  Maturity    Due At
 Property                   1995      Interest      Rate      Date     Maturity 
<S>                    <C>            <C>        <C>       <C>       <C>    
 Foxfire                                                    
  1st Mortgage          $ 4,866,017    $ 36,950     7.50%   02/01/99  $ 4,594,828
                                                            
 Old Salem                                                  
  1st Mortgage            6,721,872      65,459   10.375%   12/10/16       64,592
                                                            
 Woodland Village                                           
  1st Mortgage            2,329,248      23,590     9.50%   01/01/97    2,264,698
  2nd Mortgage              695,442      20,771     8.88%   03/01/99           --
                                                            
 Lake Johnson Mews                                          
  1st Mortgage            4,134,432      44,805    9.375%   06/01/97    3,893,758
                                                            
 The Lexington                                              
  1st Mortgage            3,712,865      31,268     7.60%   11/15/02    2,869,663
  2nd Mortgage              122,528         776     7.60%   11/15/02      122,528
                                                            
 Millhopper Village                                         
  1st Mortgage            1,600,000      11,333   variable  06/10/01    1,600,000
                                                            
 Tar River Estates                                          
  1st Mortgage            5,129,584      43,200     7.60%   11/15/02    3,964,527
  2nd Mortgage              169,282       1,072     7.60%   11/15/02      169,282
                                                            
                         29,481,270    $279,224             

 Less unamortized                                           
  discounts                (504,591)                        
                                                            
                        $28,976,679                         

</TABLE>

The Partnership exercised interest rate buy-down options for Tar River and The
Lexington when the debt was refinanced, reducing the stated rate from 8.76% to
7.60%.  The fee for the interest rate reduction amounted to $677,021 and is 
being amortized as a loan discount on the interest method over the life of the 
loans.  The unamortized discount fee is reflected as a reduction of the 
mortgage notes payable and increases the effective rate of the debt to 8.76%.


Note C - Mortgage Notes Payable - (Continued)

On January 31, 1994, the Partnership refinanced the mortgage encumbering Foxfire
Apartments.  The refinancing replaced indebtedness on Foxfire in the amount of
$4,993,610 of which $4,952,345 was principal and $41,265 was interest.  The
refinancing replaced the aforementioned indebtedness which carried a stated
interest rate of 9.75% and had a maturity date of April 1, 1994.  The new 
mortgage indebtedness of $5,000,000, which carries a stated interest rate of
7.5%, is amortized over 25 years with a balloon payment due on February 1, 
1999.  Total capitalized loan costs incurred were $81,565 and are being
amortized over the life of the loan.

In addition, in May 1994, the Partnership paid off the second mortgage balance
of $349,365 on Millhopper Village which had a maturity date of February 15, 
2002.  The Partnership used available funds on hand to pay off the debt.  In 
connection with this pay-off, the Partnership recorded an extraordinary loss
of $30,785.

The mortgage notes payable are non-recourse and are secured by 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 November 
30, 1995, are as follows:
        

               1996                             $   820,300            
               1997                               6,893,554            
               1998                                 708,290            
               1999                               5,070,172            
               2000                                 450,601            
         Thereafter                              15,538,353            
                                                $29,481,270            


Note D - Income Taxes

The Partnership has received a ruling from the Internal Revenue Service that it
will be classified as a partnership for Federal income tax purposes.  
Accordingly, no provision for income taxes is made in the financial statements
of the Partnership.  Taxable income or loss of the Partnership is reported in 
the income tax returns of its partners.

Note D - Income Taxes - (Continued)

The following is a reconciliation of reported net loss and Federal taxable loss:

                                                                                
                                                      1995           1994   

 Net loss as reported                             $  (341,871)   $  (646,469)
 Add (deduct):                                                              
   Amortization of present value discounts             20,160         53,066
   Depreciation differences                        (1,019,497)    (1,048,506)
   Change in prepaid rental                            62,873         69,130
   Other                                               26,943         16,362
   Accrued legal expenses                             124,232             --
   Casualty gain not reported for taxes              (213,794)            --
                                                                        
 Federal taxable loss                             $(1,340,954)   $(1,556,417)
 Federal taxable loss per limited                              
     partnership unit                             $    (25.27)   $    (29.33)  


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

                                                                                
     Net assets as reported                          $ 13,259,466              
     Buildings                                          6,699,624              
     Accumulated depreciation                         (26,344,407)             
     Syndication fees                                   6,746,551              
     Other                                                352,416              
     Net assets - tax basis                          $    713,650              

                                
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 payments to 
affiliates for services and as reimbursement of certain expenses incurred by 
affiliates on behalf of the Partnership.  Balances and other transactions with 
affiliates of Insignia Financial Group, Inc. in 1995 and 1994 are:
                                                                                
                                                    1995          1994  
         Property management fees                 $614,669      $592,076
         Data processing services                   42,090        44,777
         Marketing services                         11,408        13,025
         Reimbursement for services                                     
            of affiliates                          146,470       119,720

Note E - Transactions With Affiliated Parties - (Continued)

The Partnership insures its properties under a master policy through an agency
and insurer unaffiliated with the Corporate General Partner.  An affiliate of 
the Corporate General Partner acquired, in the acquisition of a business, 
certain financial obligations from an insurance agency which was later acquired
by the agent who placed the current year's master policy.  The current agent 
assumed the financial obligations to the affiliate of the Corporate General 
Partner, who receives payments on these obligations from the agent.  The amount
of the Partnership's insurance premiums accruing to the benefit of the 
affiliate of the Corporate General Partner by virtue of the agent's 
obligations is not significant.


Note F - Real Estate and Accumulated Depreciation

Apartment Properties
<TABLE>
<CAPTION>
                                                                                
                                                     Initial Cost
                                                    To Partnership  
                                                           
                                                            Buildings       Cost
                                                           and Related   Capitalized
                                                             Personal    Subsequent to
 Description                    Encumbrances      Land       Property     Acquisition 
<S>                            <C>           <C>          <C>          <C>
 Foxfire Apartments             $ 4,866,017   $  830,026   $ 9,122,319  $   224,454
   Atlanta, Georgia                                                      
 Old Salem Apartments             6,721,872      653,895    12,663,717    2,091,820
   Charlottesville, Virginia                               
 Woodland Village Apartments      3,024,690      604,853     9,135,135    1,772,920
   Columbia, South Carolina                                
 Lake Johnson Mews Apartments     4,134,432      338,336     6,725,048      935,026
   Raleigh, North Carolina                                                 
 The Lexington Apartments         3,835,393    1,101,956     6,620,228    1,828,622
   Sarasota, Florida                                       
 Millhopper Village Apartments    1,600,000      239,016     4,305,012      875,638
   Gainesville, Florida                                    
 Tar River Estates                5,298,866      473,778     9,984,906    2,313,494
   Greenville, North Carolina                                                      
         Totals                 $29,481,270   $4,241,860   $58,556,365  $10,041,974

</TABLE>


Note F - Real Estate and Accumulated Depreciation - (Continued)
<TABLE>
<CAPTION>
                                  Gross Amount At Which Carried
                                       At November 30, 1995              

                                          Buildings
                                         And Related                                            
                                          Personal                   Accumulated    Date of      Date    Depreciable
    Description                Land       Property       Total      Depreciation  Construction Acquired   Life-Years
<S>                       <C>          <C>           <C>           <C>           <C>          <C>          <C>            
 Foxfire                                                                                                           
  Atlanta, Georgia         $  830,026   $ 9,346,773   $10,176,799   $ 5,242,494   1969-1971    07/19/83     5-29  
 Old Salem                                                                                                      
  Charlottesville,            653,895    14,755,537    15,409,432     7,352,141   1969-1971    08/25/83     5-28
 Woodland Village                                                                                 
  Columbia, South Carolina    604,853    10,908,055    11,512,908     5,507,744        1974    09/01/83     5-30
 Lake Johnson Mews                                                                                
  Raleigh, North Carolina     338,336     7,660,074     7,998,410     3,590,370   1972-1973    09/30/83     5-30
 The Lexington                                                                                    
  Sarasota, Florida         1,101,956     8,448,850     9,550,806     3,899,213   1973-1982    10/31/83     5-34
 Millhopper Village                                                                               
  Gainesville, Florida        239,016     5,180,650     5,419,666     2,589,627   1970-1976    11/22/83     5-29
 Tar River Estates                                                                                
  Greenville, North                                                                                              
  Carolina                  473,778      12,298,400    12,772,178      6,232,995  1969-1972    01/18/84     5-27 
                                                                                                  
    Totals                $4,241,860    $68,598,339   $72,840,199    $34,414,584               
</TABLE>


Reconciliation of  Real Estate and Accumulated Depreciation :

                                               Years Ended November 30,
                                                 1995            1994   
 Real Estate                                                             
 Balance at beginning of year                 $71,195,703     $69,940,686
          Property improvements                 1,966,342       1,417,238
          Disposals of property                  (321,846)       (162,221)
 Balance at End of Year                       $72,840,199     $71,195,703
                                                                         
 Accumulated Depreciation                                                
 Balance at beginning of year                 $31,704,086     $29,072,968
          Additions charged to expense          2,913,473       2,754,928
          Disposals of property                  (202,975)       (123,810)
 Balance at end of year                       $34,414,584     $31,704,086

The aggregate cost of the real estate for Federal income tax purposes at 
November 30, 1995 and 1994 is $79,539,822 and $77,823,822.  The accumulated 
depreciation taken for Federal income tax purposes at November 30, 1995 and 
1994 is $60,758,990 and $56,826,021.

Note G - Contingencies

Tender Offer Litigation:  The Corporate General Partner owns 100 Limited
Partnership Units ("Units").  On or about April 26 and 27, 1995, six entities
("Affiliated Purchaser") affiliated with the Partnership commenced tender offers
for limited partner interests in six limited partnerships, including the
Partnership (collectively, the "Shelter Properties Partnerships").  On May 27,
1995, the Affiliated Purchaser acquired 13,171 units of the Partnership pursuant
to the tender offer.  On or about May 12, 1995, in the United States District
Court for the District of South Carolina, certain limited partners of the 
Shelter Properties Partnerships commenced a lawsuit, on behalf of themselves, 
on behalf of a putative class of plaintiffs, and derivatively on behalf of the
partnerships, challenging the actions taken by defendants (including Insignia, 
the acquiring entities and certain officers of Insignia) in the management of 
the Shelter Properties Partnerships and in connection with the tender offers 
and certain other matters.

The plaintiffs alleged that, among other things:  (i) the defendants 
intentionally mismanaged the partnerships and acted contrary to the limited 
partners' best interests by prolonging the existence of the partnerships in
order to perpetuate the revenues derived by Insignia and its affiliates from
the partnerships, (ii) the defendants' actions reduced the demand for the
partnerships' limited partner interests in the limited resale market by 
artificially depressing the trading prices for limited partners interests in 
order to create a favorable environment for the tender offers; (iii) through 
the tender offers, the acquiring entities sought to acquire effective voting 
control over the partnerships while paying highly inadequate prices; and (iv)
the documents disseminated to the class in connection with the tender offers
contained false and misleading statements and omissions of material facts 
concerning such issues as the advantages to limited partners of tendering 
pursuant to the tender offers, the true value of the interest, the true 
financial condition of the partnerships, the factors affecting the likelihood 
that properties owned by the partnerships will be sold  or
liquidated in the near future, the liquidity and true value of the limited 
partner interests, the reasons for the limited secondary market for limited 
partner interests, and the true nature of the market for the underlying real 
estate assets owned by the partnerships all in violation of the federal 
securities laws. 

On September 27, 1995, the parties entered into a stipulation to settle the
matter.  The principal terms of the stipulation require supplemental payments to
tendering limited partners aggregating approximately $6 million to be paid by 
the Affiliated Purchaser; waiver by the Shelter Properties Partnership's 
general partners of any right to certain proceeds from a sale or refinancing of
the partnerships' properties; some restrictions on Insignia's ability to vote 
the limited partner interests it acquired; payment of $1.25 million for 
plaintiffs' attorney fees and expenses in the litigation; and general releases
of all the defendants.  The Partnership has accrued approximately $127,000 as 
its allocated share of the $1.25 million.  Provisional Court approval of the 
stipulation is required before it will be distributed to the class members for 
review.  If a certain number of class members opt out, the settlement may be 
cancelled.  No assurance can be given that this matter will be settled on the 
terms, set forth above or otherwise.  

Note H - Gain on Casualty

The Partnership recorded a casualty gain in 1995 resulting from a fire at 
Woodland Village Apartments which damaged the roof and interiors of four units.
The damage resulted in a gain of $31,761 arising from proceeds from the 
Partnership's insurance carrier of $73,056 which exceeded the basis of the 
property and expenses to replace the roof and interiors damaged.  The 
Partnership also recorded a  casualty gain at Old Salem Apartments 
resulting from a fire in the basement and interiors of nine units located
within the same building.  The damage resulted in a gain of $182,033 arising
from proceeds receivable from the Partnership's insurance carrier of 
$284,743 which exceeded the basis of the property and expenses to replace the
interiors of the building damaged.  At November 30, 1995, other assets 
included a receivable of $69,861 for insurance proceeds and accounts 
payable included $45,840 of outstanding invoices related to the casualty 
at Old Salem Apartments.  

                                     PART III


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

     None

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 Individual and Corporate
General Partners are as follows:

     Individual General Partner - N. Barton Tuck, Jr., age 57, is the Individual
General Partner of the Registrant.  Mr. Tuck is Chairman of GolfSouth 
Management, Inc.  Until August 1990, he served as Chairman and Chief Executive
Officer of U.S. Shelter Corporation ("Shelter"), the former parent of AmReal 
Corporation (parent of the Corporate General Partner of the Partnership).  For 
six years prior to 1966, Mr. Tuck was employed in Greenville, South Carolina by
the certified public accounting firm of S.D. Leidesdorf & Company.  From 1966
to 1970, he was a registered representative with the investment banking firm of
Harris Upham & Co., Inc. in Greenville, South Carolina.  Since 1970, Mr. Tuck 
has been engaged in arranging equity investments for individuals and
partnerships.  Mr. Tuck is a graduate of the University of North Carolina.  Mr.
Tuck has delegated to the Corporate General Partner all of his authority, as a 
general partner of the Partnership, to manage and control the Partnership and 
its business and affairs.

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


    Name                               Age         Position

    William H. Jarrard, Jr.            49          President

    Ronald Uretta                      39          Vice President and Treasurer

    John K. Lines                      36          Vice President and Secretary 
  
    Kelley M. Buechler                 38          Assistant Secretary


      Mr. Jarrard, who had previously served as Vice President, became President
in August 1994. In June 1994, Mr. Lines became Secretary and Ms. Buechler, who 
had previously held the position, became Assistant Secretary. 

      William H. Jarrard has been President of the Corporate General Partner 
since August 1994 and Managing Director - Partnership Administration of 
Insignia since January 1991.  During the five years prior to joining Insignia
in 1991, he serve din similar capacities for U. S. Shelter.

      Ronald Uretta has been Insignia's Chief Financial Officer and Treasurer
since January 1992.  Since September 1990, Mr. Uretta has also served as the 
Chief Financial Officer and Controller of Metropolitan Asset Group.  From May 
1988 until September 1990, Mr. Uretta was a self-employed financial consultant.
From January 1978 until January 1988, Mr. Uretta was employed by Veltri Raynor 
& Company, independent certified public accountants.

      John K. Lines, Esq. has been Vice President and Secretary of the Corporate
General Partner since August 1994, Insignia's General Counsel since June 1994,
and General Counsel and Secretary since July 1994.  From May 1993 until June 
1994, Mr. Lines was the Assistant General Counsel and Vice President of Ocwen 
Financial Corporation, West Palm Beach, Florida.  From October 1991 until May 
1993, Mr. Lines was a Senior Attorney with BANC ONE CORPORATION, Columbus,
Ohio.  From May 1984 until October 1991, Mr. Lines was an attorney with Squire 
Sanders & Dempsey, Columbus, Ohio.

      Kelley M. Buechler is Assistant Secretary of the Corporate General Partner
and Assistant Secretary of Insignia since 1991.  During the five years prior to
joining Insignia in 1991, she served in similar capacities for U. S. Shelter.  
Ms. Buechler is a graduate of the University of North Carolina.


Item 10.  Executive Compensation

      Neither the Individual General Partner nor any of the directors and 
officers of the Corporate General Partner received any remuneration from the 
Registrant.


Item 11.  Security Ownership of Certain Beneficial Owners and Management

      Except as noted below, 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 November 30, 1995.
                                                                                
                                            Number                  
 Entity                                    of Units           Percentage
                                                   
 SP V Acquisition, LLC                      13,171               25.07%    
 High River Limited Partnership              6,407               12.20%    

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


Item 12.  Certain Relationships and Related Transactions

     The Individual General Partner and the Corporate General Partner received,
collectively, $2,517 as their prorata share of the distribution made during the
first quarter of 1995.  No cash distributions were made during the remainder of
the year ended November 30, 1995.  For a description of the share of cash
distributions from operations, if any, to which the general partners are 
entitled, reference is made to the material contained in the Prospectus under 
the heading PROFITS AND LOSSES AND CASH DISTRIBUTIONS.

     The Registrant has a property management agreement with Insignia Management
Group, L.P. pursuant to which Insignia Management Group, L.P. has assumed direct
responsibility for day-to-day management of the Partnership's  properties.  This
service includes the supervision of leasing, rent collection, maintenance,
budgeting, employment of personnel, payment of operating expenses, etc.  
Insignia Management Group, L.P. receives a property management fee equal to 5% 
of apartment revenues.  During the fiscal year ended November 30, 1995,
Insignia Management Group, L.P. received $614,669 in fees for property 
management.  

     For a more detailed description of the management fee that Insignia
Management Group, L.P. is entitled to receive, see the material contained in the
Prospectus under the heading CONFLICTS OF INTEREST - Property Management 
Services.

     For a further description of payments made by the Registrant to affiliates
for services and as reimbursement of certain expenses incurred by affiliates on
behalf of the Registrant, see Note E of the financial statements included as 
part of this report.


Item 13. Exhibits and Reports on Form 8-K


(a)  Exhibits:

     Exhibit 27, Financial Data Schedule, is filed as an exhibit to this report.


(b)  Reports on Form 8-K filed in the fourth quarter of fiscal year 1995:

     None.



                                    SIGNATURES

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



                                     SHELTER PROPERTIES V LIMITED PARTNERSHIP
      
                                     By:   Shelter Realty V Corporation
                                           Corporate General Partner
     
                                     By:   /s/William H. Jarrard, Jr.
                                           William H. Jarrard, Jr.
                                           President


                                     Date: February 22, 1996                   
     


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


/s/William H. Jarrard, Jr.
William H. Jarrard, Jr.                 Date: February 22, 1996   
President
               


/s/Ronald Uretta        
Ronald Uretta                            Date: February 22, 1996              
Principal Financial 
Officer and Principal
Accounting Officer 


                                   EXHIBIT INDEX


Exhibit

3     See Exhibit 4(a)


4     (a)   Amended and Restated Certificate and Agreement of Limited 
            Partnership [included as Exhibit A to the Prospectus of Registrant
            dated 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 Exhibit 4(A)
            and 4(B) to the Registration Statement, incorporated herein by
            reference].

      (c)   Promissory Note 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, 1988 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 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. **

      (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 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. **

      (d)   Second Assignments of Leases and Rents 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. **

      (e)   First Deeds of Trust Notes dated October 28, 1992 between New 
            Shelter Properties V Limited Partnership 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 Limited Partnership 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 10KSB - Annual or
                  Transitional Report filed February 28, 1994
                  and incorporated herein by reference.


22    Subsidiaries of the Registrant.

27    Financial Data Schedule.

99    (a)   Prospectus of Registrant dated May 27, 1983 (included in 
            Registration Statement No. 2-81308, of Registrant and incorporated 
            herein by reference).

      (b)   Agreement of Limited Partnership for New Shelter V, Limited
            Partnership between Shelter V GP Limited Partnership and Shelter V
            Limited Partnership entered into on October 21, 1992.  (Filed as
            Exhibit 28 (b) to Form 10-KSB Annual or Transitional Report filed
            February 26, 1993 and incorporated herein by reference.)

      (c)   Agreement of Limited Partnership for Foxfire Apartments V Limited
            Partnership between Shelter V GP Limited Partnership and Shelter
            Properties V Limited Partnership entered into on September 13, 
            1992. (Filed as Exhibit 28 (c) to Form 10-KSB - Annual or 
            Transitional Report filed February 26, 1993 and incorporated herein
            by reference.)