February 28, 2000

United States

Securities and Exchange Commission
Washington, D.C.  20549


RE:   Shelter Properties V
      Form 10-KSB
      File No. 0-11574

To Whom it May Concern:

The  accompanying  Form 10-KSB for the year ended  November 30, 1999 describes a
change in the method of  accounting to  capitalize  exterior  painting and major
landscaping,   which  would  have  been  expensed  under  the  old  policy.  The
Partnership believes that this accounting principle change is preferable because
it  provides a better  matching  of  expenses  with the  related  benefit of the
expenditures and it is consistent with industry practice and the policies of the
Corporate General Partner.

Please do not hesitate to contact the undersigned with any questions or comments
that you might have.

Very truly yours,




Stephen Waters
Real Estate Controller


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

                                   Form 10-KSB

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

                 For the fiscal year ended November 30, 1999

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

             For the transition period from _________to _________

                         Commission file number 0-11574

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

      South Carolina                                          57-0721855
(State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                          Identification No.)

                          55 Beattie Place, PO Box 1089

                       Greenville, South Carolina 29602
                   (Address of principal executive offices)

                                 (864) 239-1000

                            Issuer's telephone number

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

                                      None

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

                      Units of Limited Partnership Interest

                                (Title of class)

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

Yes X  No____


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

State issuer's revenues for its most recent fiscal year.  $14,649,000

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests, as of November 30, 1999. No market exists for the limited partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                 -------------------------------------------
                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None

------------------------------------------------------------------------------





                                     PART I

Item 1.  Description of Business

Shelter  Properties V (the  "Partnership"  or  "Registrant")  was organized as a
limited  partnership under the laws of the State of South Carolina on August 21,
1981.  The general  partner  responsible  for  management  of the  Partnership's
business is Shelter Realty V  Corporation,  a South  Carolina  corporation  (the
"Corporate General Partner").  The only other general partner of the Partnership
was N. Barton Tuck,  Jr. Mr. Tuck was not an affiliate of the Corporate  General
Partner  and  was  effectively  prohibited  by  the  Partnership's   partnership
agreement (the "Partnership  Agreement") from participating in the management of
the Partnership.  In June 1999, Mr. Tuck's general  partnership  interest in the
Registrant  was  purchased  by  AIMCO  Properties,  L.P.,  an  affiliate  of the
Corporate  General  Partner.  The Corporate  General  Partner is a subsidiary of
Apartment Investment and Management Company ("AIMCO"). The Partnership Agreement
provides  that the  Partnership  is to  terminate  on  December  31, 2023 unless
terminated prior to such date.

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

Commencing  May 27, 1983,  the  Registrant  offered,  pursuant to a Registration
Statement filed with the Securities and Exchange Commission,  up to 99,900 Units
of Limited Partnership  Interest (the "Units") at a purchase price of $1,000 per
Unit with a minimum  purchase of 5 Units  ($5,000),  or 2 Units  ($2,000) for an
Individual  Retirement  Account.  An additional  100 Units were purchased by the
Corporate General Partner.

The offering  terminated on December 8, 1983. Upon  termination of the offering,
the Registrant had accepted  subscriptions for 52,538 Units, including 100 Units
purchased by the Corporate  General  Partner,  for an aggregate of  $52,538,000.
Unsold Units  (numbering  47,462) were  deregistered  pursuant to Post Effective
Amendment No. 3 to the  Registration  Statement  filed with the  Securities  and
Exchange Commission on December 21, 1983. The Registrant invested  approximately
$38,900,000 of such proceeds in eight existing apartment  properties.  Since its
initial  offering,  the  Registrant has not received,  nor are limited  partners
required to make, additional capital contributions.

The Registrant  has no employees.  Management  and  administrative  services are
performed  by the  Corporate  General  Partner  and by  agents  retained  by the
Corporate  General  Partner.  An affiliate of the Corporate  General Partner has
been providing such property management services.

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

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

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

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

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

Transfer of Control

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


<PAGE>



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. (1)   266 units

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

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

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

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

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. (1)

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

Schedule of Properties:

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


<TABLE>
<CAPTION>
                             Gross
                            Carrying   Accumulated                          Federal
Property                      Value    Depreciation     Rate    Method     Tax Basis
--------                      -----    ------------     ----    ------     ---------
                                 (in thousands)                         (in thousands)

<S>                          <C>         <C>          <C>        <C>       <C>

Foxfire Apartments           $10,847     $ 6,689      5-29 yrs    S/L       $ 1,486
Old Salem Apartments          17,421       9,959      5-28 yrs    S/L         2,849
Woodland Village
   Apartments                 12,301       7,147      5-30 yrs    S/L         1,832
Lake Johnson Mews
   Apartments                  8,565       4,876      5-30 yrs    S/L         1,191
The Lexington Green
   Apartments                 10,385       5,360      5-34 yrs    S/L         2,507
Millhopper Village
   Apartments                  5,828       3,504      5-29 yrs    S/L           765
Tar River Estates             10,614       6,541      5-27 yrs    S/L         2,147
                              ------      ------                             ------
                             $75,961     $44,076                            $12,777
                              ======      ======                             ======
</TABLE>

See "Note A" to the financial  statements included in "Item 7" for a description
of the  Partnership's  depreciation  policy  and "Note J - Change in  Accounting
Principle".


<PAGE>


Schedule of Property Indebtedness:
---------------------------------

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

                           Principal                                          Principal
                           Balance At     Stated                               Balance
                          November 30,   Interest    Period     Maturity        Due At
       Property               1999         Rate     Amortized   Date(3)      Maturity(3)
       --------               ----         ----     ---------   -------      -----------
                         (in thousands)                                     (in thousands)
<S>                       <C>             <C>         <C>      <C>          <C>

Foxfire Apartments
  1st mortgage             $ 7,200         7.79%       (1)      11/01/19     $    59

Old Salem Apartments
  1st mortgage              10,157         8.02%       (1)      12/01/19          85

Woodland Village
  Apartments
  1st mortgage               4,950         7.33%      none      11/01/03       4,950

Lake Johnson Mews
  Apartments
  1st mortgage               4,350         7.33%      none      11/01/03       4,350

The Lexington Green
  Apartments
  1st mortgage               3,280         7.60%       (2)      11/15/02       2,870
  2nd mortgage                 123         7.60%      none      11/15/02         123

Millhopper Village
  Apartments
  1st mortgage               2,700         7.33%      none      11/01/03       2,700

Tar River Estates
  Apartments
  1st mortgage               4,531         7.60%       (2)      11/15/02       3,965
  2nd mortgage                 169         7.60%      none      11/15/02         169
                            ------                                            ------
                            37,460                                           $19,271
                                                                              ======
Less unamortized
  discounts                   (238)
                            ------

Total                      $37,222
                            ======
</TABLE>

(1)   The principal balance is being amortized over 240 months.
(2)   The principal  balance is being amortized over 257 months with a balloon
      payment due November 15, 2002.
(3)   See "Item 7. Financial  Statements - Note C" for information  with respect
      to the  Registrant's  ability  to repay  these  loans and  other  specific
      details about the loans.

During October and November 1999, the Partnership  refinanced the mortgage notes
at  Foxfire  Apartments  and Old  Salem  Apartments.  Gross  proceeds  from  the
refinancings   were   $7,200,000   and   $10,157,000,   respectively   of  which
approximately  $4,519,000  and  $6,287,000  was  used to pay  off  the  existing
mortgage notes. The new notes require monthly principal and interest payments at
fixed  interest  rates of 7.79% for Foxfire  Apartments  and 8.02% for Old Salem
Apartments.  The old debt carried fixed interest rates of 7.50% and 10.375% with
maturities of 05/01/99 and 12/10/16.

Rental Rates and Occupancy:

Average  annual rental rate and occupancy for 1999 and 1998 for each property is
as follows:

<TABLE>
<CAPTION>

                                           Average Annual            Average Annual
                                            Rental Rates                Occupancy
                                             (per unit)
 Property                               1999           1998          1999       1998
 --------                               ----           ----          ----       ----
<S>                                   <C>           <C>             <C>         <C>

 Foxfire Apartments                    $ 8,071       $  7,776         94%        93%
 Old Salem Apartments                    7,578          7,402         96%        94%
 Woodland Village Apartments             7,723          7,493         94%        93%
 Lake Johnson Mews Apartments            8,710          8,389         95%        95%
 The Lexington Green Apartments          7,918          7,762         97%        94%
 Millhopper Village Apartments           8,462          8,129         96%        96%
 Tar River Estates Apartments            6,366          6,176         82%        96%

</TABLE>

During  September  1999, Tar River Estates was damaged by severe  flooding which
affected  certain areas of North Carolina.  The property has incurred  extensive
damage  as a result of the  flooding  causing  portions  of the  property  to be
unavailable  for occupancy  since September 1999. It is expected that a majority
of the damage costs will be covered by insurance.  The Corporate General Partner
is  currently  involved  in  discussions  relating to the  redevelopment  of the
property and anticipates the start of construction in the near future.

The  Corporate  General  Partner  attributes  the  increase in  occupancy at The
Lexington Green Apartments to management's intensified marketing efforts as well
as capital improvements to enhance the exterior of the property.

As noted under "Item 1.  Description of Business",  the real estate  industry is
highly competitive.  All of the properties are subject to competition from other
residential  apartment  complexes in the area.  The  Corporate  General  Partner
believes that all of the properties are adequately insured.  Each property is an
apartment  complex which leases units for lease terms of one year or less. As of
November 30, 1999,  no  residential  tenant  leases 10% or more of the available
rental space. With the exception of Tar River Estates as noted above, all of the
properties  are  in  good   condition   subject  to  normal   depreciation   and
deterioration as is typical for assets of this type and age.


<PAGE>



Schedule of Real Estate Taxes and Rates:

Real estate taxes and rates in 1999 for each property were:

                                           1999              1999
                                         Billing*            Rate
                                         -------             ----
                                      (in thousands)

Foxfire Apartments                        $102                3.79%
Old Salem Apartments                        87                0.72%
Woodland Village Apartments                157               32.74%
Lake Johnson Mews Apartments                68                1.28%
The Lexington Green Apartments             194                2.47%
Millhopper Village Apartments               79                2.65%
Tar River Estates Apartments               136                1.46%

*These  properties  have a fiscal year  different than the real estate tax year;
therefore, tax expense as stated in the Partnership's  Consolidated Statement of
Operations does not agree to the 1999 billings.

Capital Improvements:

Foxfire Apartments:  The Partnership completed approximately $299,000 in capital
expenditures at Foxfire Apartments as of November 30, 1999, consisting primarily
of roof improvements,  exterior painting and floor covering  replacement.  These
improvements were funded primarily from operations. The Partnership is currently
evaluating the capital  improvement needs of the property for the upcoming year.
The  minimum  amount to be  budgeted is expected to be $300 per unit or $79,800.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Old Salem  Apartments:  The Partnership  completed  approximately  $1,292,000 in
capital expenditures at Old Salem Apartments as of November 30, 1999, consisting
primarily of floor covering replacements,  parking lot improvements,  structural
building improvements,  roof replacements and air conditioning  upgrades.  These
improvements were funded primarily from operations. The Partnership is currently
evaluating the capital  improvement needs of the property for the upcoming year.
The minimum  amount to be budgeted is expected to be $300 per unit or  $109,200.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Woodland Village Apartments: The Partnership completed approximately $421,000 in
capital  expenditures  at Woodland  Village  Apartments as of November 30, 1999,
consisting  primarily of roof replacements,  exterior  painting,  floor covering
replacement and pool upgrades.  These  improvements  were funded  primarily from
replacement reserves and operations. The Partnership is currently evaluating the
capital  improvement  needs of the property for the upcoming  year.  The minimum
amount to be budgeted is expected to be $300 per unit or approximately  $92,400.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Lake Johnson Mews Apartments:  The Partnership completed  approximately $270,000
in capital expenditures at Lake Johnson Mews Apartments as of November 30, 1999,
consisting  primarily  of floor  covering  replacement,  interior  and  exterior
building  improvements,  and parking lot improvements.  These  improvements were
funded  primarily from replacement  reserves and operations.  The Partnership is
currently  evaluating  the capital  improvement  needs of the  property  for the
upcoming year. The minimum amount to be budgeted is expected to be $300 per unit
or $60,300.  Additional  improvements  may be considered  and will depend on the
physical  condition  of  the  property  as  well  as  replacement  reserves  and
anticipated cash flow generated by the property.

The Lexington Green Apartments: The Partnership completed approximately $464,000
in capital  expenditures  at The Lexington  Green  Apartments as of November 30,
1999,  consisting  primarily of  landscaping,  parking lot  improvements,  sewer
improvements  and floor covering  replacement.  These  improvements  were funded
primarily from replacement reserves and operations. The Partnership is currently
evaluating the capital  improvement needs of the property for the upcoming year.
The  minimum  amount to be  budgeted is expected to be $300 per unit or $80,100.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Millhopper Village: The Partnership completed  approximately $175,000 in capital
expenditures  at  Millhopper   Village  Apartments  as  of  November  30,  1999,
consisting primarily of structural improvements and floor covering replacements.
These   improvements  were  funded  primarily  from  replacement   reserves  and
operations.  The  Partnership is currently  evaluating  the capital  improvement
needs of the property for the upcoming  year.  The minimum amount to be budgeted
is  expected  to be $300 per unit or  $40,800.  Additional  improvements  may be
considered and will depend on the physical  condition of the property as well as
replacement reserves and anticipated cash flow generated by the property.

Tar River Estates: The Partnership completed  approximately  $769,000 in capital
expenditures at Tar River Estates Apartments as of November 30, 1999, consisting
primarily of construction in progress due to damage from the September flood and
floor  covering  replacement.  These  improvements  were funded  primarily  from
insurance  proceeds,  replacement  reserves and  operations.  The Partnership is
currently  evaluating  the capital  improvement  needs of the  property  for the
upcoming year. The minimum amount to be budgeted is expected to be $300 per unit
or $120,600 not including  additional  improvements  required as a result of the
flood damage which will be covered by additional insurance proceeds.  Additional
improvements may be considered and will depend on the physical  condition of the
property as well as replacement  reserves and anticipated cash flow generated by
the property.

Item 3.  Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the Partnership,  the Corporate  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Item 7. Financial  Statements,  Note B - Transfer of Control").  The plaintiffs
seek monetary damages and equitable relief,  including  judicial  dissolution of
the Partnership.  On June 25, 1998, the Corporate General Partner filed a motion
seeking  dismissal  of the action.  In lieu of  responding  to the  motion,  the
plaintiffs have filed an amended complaint.  The Corporate General Partner filed
demurrers to the amended  complaint which were heard February 1999.  Pending the
ruling on such  demurrers,  settlement  negotiations  commenced.  On November 2,
1999,  the parties  executed and filed a  Stipulation  of  Settlement,  settling
claims,  subject to final court  approval,  on behalf of the Partnership and all
limited partners who own units as of November 3, 1999.  Preliminary  approval of
the  settlement  was obtained on November 3, 1999 from the Superior Court of the
State of  California,  County of San Mateo,  at which time the Court set a final
approval  hearing for December 10, 1999.  Prior to the December 10, 1999 hearing
the Court received various  objections to the settlement,  including a challenge
to the Court's preliminary  approval based upon the alleged lack of authority of
class  plaintiffs'  counsel to enter the  settlement.  On December 14, 1999, the
Corporate General Partner and its affiliates terminated the proposed settlement.
Certain  plaintiffs  have filed a motion to disqualify  some of the  plaintiffs'
counsel in the action.  The Corporate  General  Partner does not anticipate that
costs  associated with this case will be material to the  Partnership's  overall
operations.

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

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

During the fiscal  quarter ended November 30, 1999, 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

The Partnership,  a publicly-held  limited partnership,  offered and sold 52,538
limited partnership units aggregating $52,538,000,  inclusive of 100 units which
were purchased by the Corporate General Partner.  The Partnership  currently has
1,964 holders of record  owning an aggregate of 52,538 Units.  Affiliates of the
Corporate General Partner owned 26,024 units or approximately 49.53% at November
30, 1999. No public  trading  market has developed for the Units,  and it is not
anticipated that such a market will develop in the future.

The following table sets forth the distributions made by the Partnership for the
years ended November 30, 1998 and 1999.

                                                       Distribution

                                                                 Per Limited
                                             Aggregate         Partnership Unit

          12/01/97 - 11/30/98            $3,554,000 (1)          $ 67.49

          12/01/98 - 11/30/99             3,073,000 (2)            57.84

(1)   Consists of  $2,436,000 of  distributions  which were paid during the year
      ended  November 30, 1998 and $1,118,000 of  distributions  which were paid
      subsequent to the Registrant's November 30, 1998 fiscal year end. Consists
      of $769,000 from operations and $2,785,000 from surplus funds.

(2)   Consists of $3,073,000 of cash from operations.

Future cash  distributions  will depend on the levels of net cash generated from
operations,   the  availability  of  cash  reserves,  and  the  timing  of  debt
maturities,  refinancings and/or property sales. The Partnership's  distribution
policy is reviewed on a quarterly  basis.  There can be no  assurance,  however,
that the  Partnership  will generate  sufficient  funds from  operations,  after
required  capital  expenditures,  to permit any additional  distributions to its
partners in 2000 or subsequent periods. See "Item 2. Description of Properties -
Capital   Improvements"   for  information   relating  to  anticipated   capital
expenditures at the properties.  In addition,  the Partnership may be restricted
from making distributions if the amount in the reserve account for each property
maintained by the mortgage  lender for The Lexington  Green  Apartments  and Tar
River  Estates  Apartments  is less  than  $400  per  apartment  unit  for  each
respective  property  for a total of  $267,600.  As of November  30,  1999,  the
reserve accounts were fully funded with  approximately  $482,000 on deposit with
the mortgage lender.

Several tender offers were made by various parties,  including affiliates of the
general partners, during the fiscal years ended November 30, 1999 and 1998. As a
result of these tender offers at November 30, 1999, AIMCO and its affiliates own
26,024  units  of  limited  partnership  units in the  Partnership  representing
approximately 49.53% of the outstanding units.  Subsequent to November 30, 1999,
an affiliate of the General  Partners  acquired an  additional  7,222 units,  or
approximately  13.75%,  pursuant to a tender offer. It is possible that AIMCO or
its affiliates  will make one or more  additional  offers to acquire  additional
limited  partnership  interests in the  Partnership  for cash or in exchange for
units  in the  operating  partnership  of  AIMCO.  Consequently,  AIMCO  is in a
position to  significantly  influence all voting  decisions  with respect to the
Registrant.  Under the Partnership Agreement,  unitholders holding a majority of
the Units are entitled to take action with respect to a variety of matters. When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner  favorable to the interest of the Corporate  General  Partner  because of
their affiliation with the Corporate General Partner.

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

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

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

Results of Operations

The   Registrant's  net  income  for  the  year  ended  November  30,  1999  was
approximately  $1,965,000 as compared to  approximately  $1,431,000 for the year
ended November 30, 1998. (See "Note D" of the consolidated  financial statements
for a  reconciliation  of these  amounts  to the  Registrant's  federal  taxable
income).  The increase in net income is due to an increase in total revenues and
to a lesser extent, a decrease in total expenses.

Total  revenues  increased  due to an increase in rental  income and to a lesser
extent,  a casualty gain resulting from a fire at Woodland  Village  Apartments.
The increase in rental income is due primarily to the increase in average annual
rental  rates at all seven of the  Registrant's  investment  properties  and the
increase  in  occupancy  at the  Foxfire,  Old Salem,  Woodland  Village and The
Lexington Green  Apartments which was slightly offset by a decrease in occupancy
at Tar River Estates  Apartments  due to the  September  1999 flood as discussed
below.  The increase in rental income is partially offset by a decrease in other
income,  which  is due  primarily  to lower  interest  income  as a result  of a
decrease in interest  bearing cash  balances as a result of  distributions  paid
during 1999.

Total expenses decreased primarily due to a decrease in operating expense, which
was partially offset by small increases in general and administrative,  property
taxes and depreciation expense.  Operating expense decreased due to decreases in
insurance and maintenance  expenses.  Insurance  expense decreased at all of the
investment  properties due to a change in insurance  carriers during the current
fiscal year.  Maintenance expense decreased for the year ended November 30, 1999
due to the completion  during such fiscal year of various projects  performed to
enhance the appearance of all of the investment properties.  The increase in net
income  was  partially  offset  by an  extraordinary  loss  as a  result  of the
refinancing of the mortgages at the Foxfire and Old Salem Apartments.

General  and  administrative  expenses  increased  slightly  for the  comparable
period. Included in general and administrative expense at both November 30, 1999
and 1998 are management  reimbursements to the Corporate General Partner allowed
under  the  Partnership  Agreement.  In  addition,  costs  associated  with  the
quarterly and annual  communications  with investors and regulatory agencies and
the annual audits and appraisals required by the Partnership  Agreement are also
included.

In  September  1999,  Tar River  Estates  was damaged by severe  flooding  which
affected certain areas of North Carolina.  It is estimated that the property has
incurred  $6,323,000  in damages  as a result of this  flooding.  Subsequent  to
November 30, 1999 insurance  proceeds of $2,464,000  have been received to cover
lost rents and damage to the property. It is anticipated that the costs incurred
to restore  the  property  will be fully  covered by  insurance.  The  Corporate
General   Partner  is  currently   involved  in  discussions   relating  to  the
redevelopment  of the property and  anticipates the start of construction in the
near future.

In July 1999, Woodland Village Apartments  experienced a fire, which resulted in
the  destruction  of six  apartment  units.  The  property  incurred  damages of
approximately  $324,000  and  estimated  lost  rents of  approximately  $13,000.
Insurance  proceeds of  $332,000  will be received to cover the damages and lost
rents, resulting in a casualty gain of $210,000.

Effective December 1, 1998, the Partnership  changed its method of accounting to
capitalize the cost of exterior  painting and major landscaping on a prospective
basis.  The  Partnership  believes  that  this  accounting  principle  change is
preferable  because it provides a better  matching of expenses  with the related
benefit of the expenditures and it is consistent with industry  practice and the
policies of the Corporate General Partner.  The effect of the change in 1999 was
to  increase  income  before the  change by  approximately  $325,000  ($6.12 per
limited  partnership  unit).  The accounting  principle  change will not have an
effect on cash flow,  funds available for  distributions  or fees payable to the
Corporate General Partner or affiliates.

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

Liquidity and Capital Resources

At  November  30,  1999,  the  Registrant  had  cash  and  cash  equivalents  of
approximately $7,795,000 as compared to approximately $3,375,000 at November 30,
1998. The increase in cash and cash equivalents of  approximately  $4,420,000 is
primarily  due  to  approximately  $5,377,000  of  cash  provided  by  operating
activities and approximately $1,711,000 of cash provided by financing activities
which was partially offset by approximately $2,668,000 of cash used in investing
activities.  Cash provided by financing  activities  consisted  primarily of net
proceeds received as a result of the refinancing of the mortgages of Foxfire and
Old Salem  Apartments  which was  partially  offset  by  partner  distributions,
repayment  of the  existing  mortgages  and,  to a lesser  extent,  payments  of
principal made on the mortgages  encumbering the Registrant's  properties.  Cash
used in investing activities consisted of property improvements and replacements
which was partially offset by net withdrawals from escrow accounts maintained by
the mortgage  lender and insurance  proceeds  received from the fire at Woodland
Village.  The Registrant  invests its working  capital  reserves in money market
accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the investment  properties to adequately  maintain the
physical  assets and other  operating needs of the Registrant and to comply with
Federal,  state,  local, legal and regulatory  requirements.  The Partnership is
currently  evaluating  the capital  improvement  needs of the properties for the
upcoming year. The minimum amount to be budgeted is expected to be $300 per unit
or $583,200.  Additional  improvements  may be considered and will depend on the
physical  condition  of the  properties  as well  as  replacement  reserves  and
anticipated cash flow generated by the properties.

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

The  Registrant's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Registrant.  The  mortgage
indebtedness of approximately  $37,222,000,  net of discount,  is amortized over
varying periods with balloon payments of approximately  $19,271,000 ranging from
November 15, 2002 to December 1, 2019. The Corporate General Partner may attempt
to refinance such indebtedness and/or sell the properties prior to such maturity
date. If the  properties  cannot be refinanced or sold for a sufficient  amount,
the Registrant will risk losing such properties through foreclosure.

During October and November 1999, the Partnership  refinanced the mortgage notes
at Foxfire  and Old Salem  Apartments,  respectively.  Gross  proceeds  from the
refinancings   were   $7,200,000  and   $10,157,000,   respectively,   of  which
approximately  $4,519,000  and $6,287,000  respectively  was used to pay off the
existing  mortgage notes.  The new notes require monthly  principal and interest
payments at fixed interest  rates of 7.79% for Foxfire  Apartments and 8.02% for
Old Salem  Apartments.  The old debt carried fixed  interest  rates of 7.50% and
10.375% with maturities beginning in May 1999.

During the year ended November 30, 1999,  cash  distributions  of  approximately
$4,191,000  were paid of which  $1,118,000  related to a payable at November 30,
1998.  The  remaining  $3,073,000  ($3,039,000  of which was paid to the limited
partners, $57.84 per limited partnership unit) was paid from operations. For the
year ended November 30, 1998,  distributions  of  approximately  $3,554,000 were
declared, of which $2,436,000, was paid during such year and $1,118,000 of which
was paid in December 1998. Of the 1998 declared  distributions  of approximately
$3,554,000 (approximately $3,546,000 was paid to the limited partners, or $67.49
per  limited  partnership  unit),   approximately  $769,000  of  this  was  from
operations and  approximately  $2,785,000  was from surplus  funds.  Future cash
distributions  will depend on the levels of net cash generated from  operations,
the  availability  of  cash  reserves,   and  the  timing  of  debt  maturities,
refinancings  and/or property sales. The  Partnership's  distribution  policy is
reviewed on a quarterly  basis.  There can be no  assurance,  however,  that the
Partnership  will  generate  sufficient  funds from  operations,  after  planned
capital improvement expenditures,  to permit any additional distributions to its
partners in 2000 or subsequent  periods.  In addition,  the  Partnership  may be
restricted  from making  distributions  if the amount in the reserve account for
each  property  maintained  by the  mortgage  lender  for  The  Lexington  Green
Apartments and Tar River Estates Apartments is less than $400 per apartment unit
for each respective  property for a total of $267,600.  As of November 30, 1999,
the reserve  accounts were fully funded with  approximately  $482,000 on deposit
with the mortgage lender.

Several tender offers were made by various parties,  including affiliates of the
Corporate  General Partner,  during the fiscal years ended November 30, 1999 and
1998.  As a result of these tender  offers at November  30, 1999,  AIMCO and its
affiliates  own 26,024  units of limited  partnership  units in the  Partnership
representing  approximately  49.53%  of the  outstanding  units.  Subsequent  to
November 30, 1999, an affiliate of the general  partners  acquired an additional
7,222 units, or approximately 13.75%, pursuant to a tender offer. It is possible
that AIMCO or its affiliates will make one or more additional  offers to acquire
additional  limited  partnership  interests  in the  Partnership  for cash or in
exchange for units in the operating partnership of AIMCO. Consequently, AIMCO is
in a position to  significantly  influence all voting  decisions with respect to
the Registrant. Under the Partnership Agreement,  unitholders holding a majority
of the Units are  entitled to take action with  respect to a variety of matters.
When voting on matters, AIMCO would in all likelihood vote the Units it acquired
in a manner  favorable to the interest of the Corporate  General Partner because
of their affiliation with the Corporate General Partner.

Subsequent Event

On January 3, 2000 the  Partnership  elected to change its fiscal  year end from
November 30, to December 31, effective for the period ending December 31, 1999.

Year 2000 Compliance

General Description

The Year 2000 issue is the result of computer  programs  being written using two
digits rather than four digits to define the applicable year. The Partnership is
dependent upon the Corporate  General  Partner and its affiliates for management
and  administrative  services  ("Managing  Agent").  Any of the Managing Agent's
computer programs or hardware that had date-sensitive software or embedded chips
might have  recognized  a date using "00" as the year 1900  rather than the year
2000.  This could have resulted in a system failure or  miscalculations  causing
disruptions of operations,  including, among other things, a temporary inability
to process  transactions,  send invoices,  or engage in similar normal  business
activities.

Computer Hardware, Software and Operating Equipment

In 1999,  the Managing  Agent  completed  all phases of its Year 2000 program by
completing  the  replacement  and repair of any  hardware or software  system or
operating  equipment that was not yet Year 2000 compliant.  The Managing Agent's
hardware  and software  systems and its  operating  equipment  are now Year 2000
compliant.  As of February 25, 2000,  no material  failure or erroneous  results
have  occurred in the  Managing  Agent's  computer  applications  related to the
failure to reference the Year 2000.

Third Parties

To  date,  the  Managing  Agent  is not  aware of any  significant  supplier  or
subcontractor  (external agent) or financial institution of the Partnership that
has a Year 2000 issue that  would  have a material  impact on the  Partnership's
results of operations,  liquidity or capital  resources.  However,  the Managing
Agent  has no means of  ensuring  or  determining  the Year 2000  compliance  of
external  agents.  At this time, the Managing Agent does not believe that a Year
2000 issue of any  non-compliant  external agent will have a material  impact on
the Partnership's financial position or results of operations.

Costs

The total cost of the Managing Agent's Year 2000 project was approximately  $3.2
million and was funded from operating cash flows.

Risks Associated with the Year 2000

The Managing  Agent  completed all necessary  phases of its Year 2000 program in
1999,  and did not  experience  system or  equipment  malfunctions  related to a
failure to reference the Year 2000. The Managing  Agent or Partnership  have not
been  materially  adversely  effected by  disruptions  in the economy  generally
resulting from the Year 2000 issue.

At this  time,  the  Managing  Agent  does not  believe  that the  Partnership's
businesses,  results of  operations  or financial  condition  will be materially
adversely effected by the Year 2000 issue.

Contingency Plans Associated with the Year 2000

The  Managing  Agent has not had to implement  contingency  plans such as manual
workarounds or selecting new relationships for its banking or elevator operation
activities in order to avoid the Year 2000 issue.

Item 7.  Financial Statements

SHELTER PROPERTIES V

LIST OF FINANCIAL STATEMENTS

      Report of Ernst & Young LLP, Independent Auditors

      Consolidated Balance Sheet - November 30, 1999

      Consolidated  Statements of  Operations - Years ended  November 30, 1999
      and 1998

      Consolidated  Statements of Changes in Partners' (Deficit) Capital - Years
      ended November 30, 1999 and 1998

      Consolidated  Statements  of Cash Flows - Years ended  November 30, 1999
      and 1998

      Notes to Consolidated Financial Statements

              Report of Ernst & Young LLP, Independent Auditors



The Partners
Shelter Properties V

We  have  audited  the  accompanying   consolidated  balance  sheet  of  Shelter
Properties V as of November 30, 1999, and the related consolidated statements of
operations,  changes in partners'  (deficit)  capital and cash flows for each of
the two years in the period ended November 30, 1999. These financial  statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the consolidated financial position of Shelter Properties
V at November 30, 1999, and the  consolidated  results of its operations and its
cash flows for each of the two years in the period ended  November 30, 1999,  in
conformity with accounting principles generally accepted in the United States.

As discussed in Note J to the financial statements,  the Partnership changed its
method of  accounting  to  capitalize  the cost of exterior  painting  and major
landscaping effective December 1, 1998.

                                                         /s/ ERNST & YOUNG LLP


Greenville, South Carolina
February 7, 2000


<PAGE>






                              SHELTER PROPERTIES V

                           CONSOLIDATED BALANCE SHEET

                       (in thousands, except unit data)

                                November 30, 1999
<TABLE>
<CAPTION>

Assets
  <S>                                                       <C>             <C>

   Cash and cash equivalents                                                 $ 7,795
   Receivables and deposits                                                    3,457
   Restricted escrows                                                            958
   Other assets                                                                  941
   Investment properties:
      Land                                                    $  4,242
      Buildings and related personal property                   71,719
                                                               -------
                                                                75,961

      Less accumulated depreciation                            (44,076)       31,885
                                                               -------       -------
                                                                            $ 45,036

Liabilities and Partners' (Deficit) Capital
Liabilities

   Accounts payable                                                         $  1,814
   Tenant security deposit liabilities                                           272
   Accrued property taxes                                                        381
   Other liabilities                                                           1,086
   Mortgage notes payable                                                     37,222

Partners' (Deficit) Capital

   General partners                                           $   (341)
   Limited partners (52,538 units
      issued and outstanding)                                    4,602         4,261
                                                               -------       -------

                                                                            $ 45,036

</TABLE>

          See Accompanying Notes to Consolidated Financial Statements

                              SHELTER PROPERTIES V

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                       (in thousands, except unit data)


                                                    Years Ended November 30,
                                                      1999          1998
Revenues:
   Rental income                                     $13,648       $13,238
   Other income                                          791           878
   Casualty gain                                         210            --
                                                      ------        ------
     Total revenues                                   14,649        14,116
                                                      ------        ------
Expenses:
   Operating                                           5,575         5,810
   General and administrative                            406           387
   Depreciation                                        2,969         2,951
   Interest                                            2,718         2,729
   Property taxes                                        866           808
                                                      ------        ------
     Total expenses                                   12,534        12,685
                                                      ------        ------

Income before extraordinary item                       2,115         1,431
Extraordinary item-loss on early
     extinguishment of debt                             (150)           --
                                                      ------        ------
     Net income (Note D)                             $ 1,965       $ 1,431
                                                      ======        ======
Net income allocated to general partners (1%)        $    20       $    14
Net income allocated to limited partners (99%)         1,945         1,417
                                                      ------        ------
                                                     $ 1,965       $ 1,431
                                                      ======        ======
Net income per limited partnership unit:

Income before extraordinary item                     $ 39.85       $ 26.97
Extraordinary item                                     (2.83)           --
                                                     -------        ------
Net income                                           $ 37.02       $ 26.97
                                                      ======        ======

Distributions per limited partnership unit           $ 57.84       $ 67.49
                                                      ======        ======

           See Accompanying Notes to Consolidated Financial Statements


                              SHELTER PROPERTIES V

       CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
                       (in thousands, except unit data)



<TABLE>
<CAPTION>
                                         Limited
                                       Partnership    General     Limited
                                          Units       Partners   Partners     Total

<S>                                      <C>        <C>          <C>        <C>

Original capital contributions            52,538     $     2     $52,538    $52,540
                                          ======      ======      ======     ======

Partners' (deficit) capital
   at November 30, 1997                   52,538     $  (333)    $ 7,825    $ 7,492

Distribution to partners                      --          (8)     (3,546)    (3,554)

Net income for the year ended
   November 30, 1998                          --          14       1,417      1,431
                                          ------      ------      ------     ------

Partners' (deficit) capital at
   November 30, 1998                      52,538        (327)      5,696      5,369

Distribution to partners                                 (34)     (3,039)    (3,073)

Net income for the year
   ended November 30, 1999                    --          20       1,945      1,965
                                          ------      ------      ------     ------

Partners' (deficit) capital
   at November 30, 1999                   52,538     $  (341)    $ 4,602    $ 4,261
                                          ======      ======      ======     ======

</TABLE>

           See Accompanying Notes to Consolidated Financial Statements
<PAGE>


                              SHELTER PROPERTIES V

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                (in thousands)
<TABLE>
<CAPTION>

                                                                     Years Ended
                                                                    November 30,

                                                                  1999         1998

Cash flows from operating activities:
<S>                                                             <C>          <C>

   Net income                                                   $ 1,965      $ 1,431
   Adjustments to reconcile net income to net
     cash provided by operating activities:
        Depreciation                                              2,969        2,951
        Extraordinary loss on early extinguishment of debt          150           --
        Casualty gain                                              (210)          --
        Amortization of discounts and loan costs                    168          182
        Change in accounts:
            Receivables and deposits                               (828)        (252)
            Other assets                                           (432)          67
            Accounts payable                                      1,063           58
            Tenant security deposit liabilities                     (88)          (2)
            Accrued property taxes                                  (21)         194
            Other liabilities                                       641            9
                                                                 ------       ------
               Net cash provided by operating activities          5,377        4,638
                                                                 ------       ------
Cash flows from investing activities:

   Property improvements and replacements                        (3,142)      (1,086)
   Net withdrawals from restricted escrows                          155          136
   Insurance proceeds                                               319           --
                                                                 ------       ------

               Net cash used in investing activities             (2,668)        (950)
                                                                 ------       ------

Cash flows from financing activities:

   Proceeds from refinancing                                     17,357           --
   Payoff of principal on mortgage notes                        (10,806)          --
   Payments on mortgage notes payable                              (506)        (474)
   Loan costs                                                      (143)          --
   Partners' distributions                                       (4,191)      (3,186)
                                                                 ------       ------

               Net cash provided by (used in) financing
                      activities                                  1,711       (3,660)
                                                                 ------       ------

Net increase in cash and cash equivalents                         4,420           28

Cash and cash equivalents at beginning of period                  3,375        3,347
                                                                 ------       ------
Cash and cash equivalents at end of period                      $ 7,795      $ 3,375
                                                                 ======       ======
Supplemental disclosure of cash flow information:

   Cash paid for interest                                       $ 2,570      $ 2,550
                                                                 ======       ======
Supplemental disclosure of non-cash activity:
   Distribution payable                                         $    --      $ 1,118
   Property improvements and replacements                       $  (548)     $    --
   Accounts payable                                             $   548      $    --

</TABLE>

           See Accompanying Notes to Consolidated Financial Statements

<PAGE>



                              SHELTER PROPERTIES V

                  Notes to Consolidated Financial Statements

Note A - Organization and Significant Accounting Policies

Organization:  Shelter  Properties V (the  "Partnership"  or  "Registrant")  was
organized as a limited partnership under the laws of the State of South Carolina
on August 21,  1981.  The general  partner  responsible  for  management  of the
Partnership's  business  is  Shelter  Realty  V  Corporation,  a South  Carolina
corporation (the "Corporate General Partner"). The only other general partner of
the  Partnership  was N. Barton  Tuck,  Jr. Mr. Tuck was not an affiliate of the
Corporate  General Partner and was effectively  prohibited by the  Partnership's
partnership  agreement (the "Partnership  Agreement") from  participating in the
management of the  Partnership.  In June 1999,  Mr. Tuck's  general  partnership
interest in the Registrant was purchased by AIMCO Properties, L.P., an affiliate
of the Corporate General Partner.  The Corporate General Partner is a subsidiary
of Apartment  Investment  and  Management  Company  ("AIMCO").  The  Partnership
Agreement  provides  that the  Partnership  is to terminate on December 31, 2023
unless  terminated prior to such date. The Partnership  commenced  operations on
July 19, 1983, and completed its acquisition of apartment  properties on January
18, 1984. The  Partnership  operates seven apartment  properties  located in the
South and Southeast.

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

Uses of Estimates:  The  preparation of financial  statements in conformity with
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 the  consolidated
financial  statements,  whenever "net cash from  operations" is used, it has the
aforementioned meaning. The following is a reconciliation of the subtotal in the
accompanying  consolidated statements of cash flows captioned "net cash provided
by  operating  activities"  to "net cash from  operations",  as  defined  in the
Partnership  Agreement.  However,  "net  cash  from  operations"  should  not be
considered  an  alternative  to net income as an indicator of the  Partnership's
operating performance or to cash flows as a measure of liquidity.

                                                   Years Ended November 30,
                                                      1999          1998
                                                      ----          ----
                                                        (in thousands)

Net cash provided by operating activities            $ 5,377      $ 4,638
   Property improvements and replacements             (3,142)      (1,086)
   Payments on mortgage notes payable                   (506)        (474)
   Changes in reserves for net operating
      liabilities                                       (335)         (74)
   Changes in restricted escrows, net                    155          136
   Additional operating reserves                      (1,549)      (1,240)
                                                      ------       ------
      Net cash from operations                        $   --      $ 1,900
                                                       =====       ======

The Corporate General Partner reserved  approximately  $1,549,000 and $1,240,000
at November 30, 1999 and 1998,  respectively,  to fund capital  improvements and
repairs at its properties.

The following table sets forth the distributions made by the Partnership for the
years ended November 30, 1998 and 1999.

                                                  Distribution
                                                            Per Limited
                                            Aggregate     Partnership Unit

           12/1/97 - 11/30/98            $3,554,000 (1)      $ 67.49

           12/1/98 - 11/30/99             3,073,000 (2)        57.84

(1)   Consists of  $2,436,000 of  distributions  which were paid during the year
      ended  November 30, 1998 and $1,118,000 of  distributions  which were paid
      subsequent to the Registrant's November 30, 1998 fiscal year end. Consists
      of $769,000 from operations and $2,785,000 from surplus funds.

(2)   Consists of $3,073,000 of cash from operations.

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

All  distributions of distributable  net proceeds (as defined in the Partnership
Agreement) from property  dispositions and refinancings will be allocated to the
limited  partners  until each limited  partner has received an amount equal to a
cumulative 7% per annum return of the average of the limited partners'  adjusted
capital  value,  less any prior  distributions  of net cash from  operations and
distributable net proceeds, and has also received an amount equal to the limited
partners' adjusted capital value. Thereafter, the general partners receive 1% of
the selling prices of properties sold where they acted as a broker,  after which
the limited  partners will be allocated 85% of any  remaining  distributions  of
distributable net proceeds and the general partners will receive 15%.

Distributions  may be  restricted  by the  requirement  to deposit net operating
income (as defined in the mortgage  notes for The Lexington  Green and Tar River
Estates Apartments) into the Reserve Account until the Reserve Account is funded
in an amount  equal to a minimum of $400 and a maximum  of $1,000 per  apartment
unit for each  respective  property for a total of $267,600 to  $669,000.  As of
November 30, 1999,  this Reserve Account  totaled  approximately  $482,000 which
includes interest earned on these funds.

Undistributed Net Proceeds from Refinancing:  At November 30, 1998, all proceeds
from  prior  refinancings  had been  distributed.  At  November  30,  1999,  the
Partnership  had a balance of  $6,280,000  of  undistributed  net proceeds  from
refinancings which occurred in 1999.

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

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

Any gain from property  dispositions  attributable to the excess, if any, of the
indebtedness relating to a property immediately prior to the disposition of such
property  over  the  Partnership's  adjusted  basis  in the  property  shall  be
allocated to each partner  having a negative  capital  account  balance,  to the
extent of such negative  balance.  The balance of any gain shall be treated on a
cumulative basis as if it constituted an equivalent  amount of distributable net
proceeds  and shall be  allocated  to the  general  partners  to the extent that
general  partners would have received  distributable  net proceeds in connection
therewith; the balance shall be allocated to the limited partners.  However, the
interest  of the general  partners  will be equal to at least 1% of each gain at
all times during the existence of the  Partnership.  Accordingly,  net income as
shown in the  consolidated  statement  of  operations  and changes in  partners'
(deficit)  capital for 1999 was allocated 99% to the limited  partners and 1% to
the general  partners.  Net income per limited  partnership unit was computed by
dividing  the net income  allocated  to the  limited  partners  by 52,538  units
outstanding.

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

Other Reserves:  The 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  changes in other  reserves  during  1999 and 1998 were a decrease of
approximately $335,000 and $74,000, respectively,  which amounts were determined
by  considering  changes in the  balances of  receivables  and  deposits,  other
assets, accounts payable, tenant security deposit liabilities, accrued taxes and
other  liabilities.  At this time,  the general  partners  expect to continue to
adjust  other  reserves  based on the net change in the  aforementioned  account
balances.

Cash and Cash  Equivalents:  Includes cash on hand and in banks and money market
accounts.  At certain  times,  the amount of cash deposited at a bank may exceed
the limit on insured deposits.

Restricted Escrows:
------------------

Capital  Improvement  Account - In conjunction  with the 1996 refinancing of the
mortgage notes encumbering  Woodland  Village,  Lake Johnson Mews and Millhopper
Village,  capital  improvement  escrows  totaling  approximately  $549,000  were
established  with a portion of the proceeds from the new notes.  During the year
ended  November  30,  1999,  the  remaining  funds  were  used to  fund  capital
improvement  projects at Woodland  Village,  Lake Johnson Mews,  and  Millhopper
Village.

Repair  Reserve  - As a result of the  November  1999  refinancing  of Old Salem
Apartments, a repair escrow totaling approximately $142,000 was established with
a  portion  of the  proceeds  from the new note.  These  funds are to be used to
reimburse  the property once the repairs  stipulated  in the note  agreement are
completed.

Replacement  Reserve - As part of the 1996 refinancing,  Woodland Village,  Lake
Johnson Mews,  and  Millhopper  Village a deposit per unit between $275 and $348
per year was made  with  the  mortgage  company  to  establish  and  maintain  a
Replacement  Reserve  designated for repairs and replacements at the properties.
At November 30, 1999, this reserve totaled approximately $289,000.

As part of the 1999 refinancing of Old Salem Apartments and Foxfire  Apartments,
each property is required to deposit $6,825 and $6,650,  respectively  per month
with the  mortgage  company to  establish  and  maintain a  Replacement  Reserve
designated for repairs and  replacements at the properties.  The accounts are to
be established January 1, 2000 and December 1, 1999, respectively.

Reserve  Account - At the time of the refinancing of The Lexington Green 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 a minimum $400 per apartment  unit or $267,600
in total.  At November 30, 1999,  this reserve  totaled  approximately  $482,000
which includes interest earned on these funds.

Escrows for Taxes and  Insurance:  Escrows for all of the properties are held by
the  Partnership.  All  escrowed  funds are  designated  for the payment of real
estate taxes. These escrows,  totaling  approximately  $684,000, are included in
receivables and deposits.

Depreciation:  Depreciation  is  provided by the  straight-line  method over the
estimated lives of the apartment  properties and related personal property.  For
Federal income tax purposes,  the  accelerated  cost recovery method is used (1)
for real property over 15 years for additions  prior to March 16, 1984; 18 years
for  additions  after  March 15,  1984 and before May 9, 1985;  and 19 years for
additions  after May 8, 1985;  and before  January 1, 1987; and (2) for personal
property over 5 years for additions prior to January 1, 1987. As a result of the
Tax Reform Act of 1986,  for  additions  after  December 31, 1986,  the modified
accelerated  cost recovery method is used for  depreciation of (1) real property
additions over 27 1/2 years and (2) personal property additions over 5 years.

Effective December 1, 1998 the Partnership  changed its method to capitalize the
cost of exterior painting and major landscaping (see Note J).

Loan Costs: Loan costs of approximately $872,000, less accumulated  amortization
of approximately  $421,000, are included in other assets and are being amortized
on a straight-line  basis over the life of the related loans. In connection with
the  1999  refinancing  of  Foxfire  and Old  Salem,  additional  loan  costs of
approximately $143,000 were capitalized.

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

Leases: The Partnership  generally leases apartment units for twelve-month terms
or less. The Partnership recognizes income as earned on its leases. In addition,
the Corporate  General  Partner's policy is to offer rental  concessions  during
particularly  slow months or in response to heavy competition from other similar
complexes  in the  area.  Concessions  are  charged  against  rental  income  as
incurred.

Investment   Properties:   Investment  properties  consist  of  seven  apartment
complexes and are stated at cost.  Acquisition fees are capitalized as a cost of
real estate. In accordance with Financial  Accounting  Standards Board Statement
No. 121,  "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets  to Be  Disposed  Of,"  the  Partnership  records  impairment  losses  on
long-lived assets used in operations when events and circumstances indicate that
the assets might be impaired  and the  undiscounted  cash flows  estimated to be
generated by those assets are less than the  carrying  amounts of those  assets.
Costs of apartment  properties  that have been  permanently  impaired  have been
written down to appraised  value.  The Corporate  General  Partner relies on the
annual appraisals performed by the outside appraisers for the estimated value of
the  Partnership's   properties.   There  are  three  recognized  approaches  or
techniques  available to the appraiser.  When  applicable,  these approaches are
used to process the data  considered  significant  to each to arrive at separate
value  indications.  In all instances the experience of the  appraiser,  coupled
with his objective  judgment,  plays a major role in arriving at the conclusions
of the indicated  value for which the final estimate of value is made. The three
approaches commonly known are the cost approach,  the sales comparison approach,
and the  income  approach.  The cost  approach  is often  not  considered  to be
reliable  due  to  the  lack  of  land  sales  and  the  significant  amount  of
depreciation  and,  therefore,  is often  not  presented.  Upon  receipt  of the
appraisals,  any property which is stated on the books of the Partnership  above
the  estimated  value given in the  appraisal,  is written down to the estimated
value given by the appraiser.  The appraiser  assumes a stabilized  occupancy at
the time of the appraisal and, therefore,  any impairment of value is considered
to be permanent by the Corporate General Partner.  No adjustments for impairment
of value were recorded in the years ended November 30, 1999 and 1998.

Segment Reporting: Statement of Financial Standards ("SFAS") No. 131, Disclosure
about  Segments of an  Enterprise  and Related  Information  ("Statement  131"),
established  standards  for the way  that  public  business  enterprises  report
information about operating segments in annual financial statements and requires
that those enterprises  report selected  information about operating segments in
interim financial reports. It also establishes standards for related disclosures
about products and services, geographic areas, and major customers. See "Note G"
for segment disclosures.

Advertising:  The  Partnership  expenses the costs of  advertising  as incurred.
Advertising  costs of  approximately  $152,000  and $159,000 for the years ended
November 30, 1999 and 1998,  respectively,  were charged to operating expense as
incurred.

Note B - Transfer of Control

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


<PAGE>



Note C - Mortgage Notes Payable

The principle terms of mortgage notes payable are as follows:

<TABLE>
<CAPTION>

                                Principal     Monthly                           Principal
                               Balance At     Payment     Stated                 Balance
                              November 30,   Including   Interest  Maturity      Due At
Property                          1999        Interest     Rate      Date       Maturity
--------                          ----        --------     ----      ----       --------
                                   (in thousands)                            (in thousands)

<S>                             <C>          <C>         <C>      <C>            <C>

Foxfire
 1st mortgage                   $ 7,200       $  59       7.79%    11/01/19       $   59

Old Salem
 1st mortgage                    10,157          85       8.02%   12/01/19            85

Woodland Village
 1st mortgage                     4,950          30       7.33%    11/01/03        4,950

Lake Johnson Mews
 1st mortgage                     4,350          27       7.33%    11/01/03        4,350

The Lexington Green
 1st mortgage                     3,280          31       7.60%    11/15/02        2,870
 2nd mortgage                       123           1       7.60%    11/15/02          123

Millhopper Village
 1st mortgage                     2,700          16       7.33%    11/01/03        2,700

Tar River Estates
 1st mortgage                     4,531          43       7.60%    11/15/02        3,965
 2nd mortgage                       169           1       7.60%    11/15/02          169
                                 ------        ----                              -------

                                 37,460       $ 293                             $ 19,271
                                               ====                              =======

Less unamortized discounts         (238)
                                 ------

Total                           $37,222
                                 ======
</TABLE>

The Partnership  exercised  interest rate buy-down options for Tar River Estates
and The Lexington  Green when the debt was  refinanced in October 1992,  thereby
reducing  the stated  rate from 8.76% to 7.60%.  The fee for the  interest  rate
reduction  amounted to  approximately  $677,000 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%.

During October and November 1999, the Partnership  refinanced the mortgage notes
at Foxfire  and Old Salem  Apartments,  respectively.  Gross  proceeds  from the
refinancings   were   $7,200,000  and   $10,157,000,   respectively,   of  which
approximately  $4,519,000 and $6,287,000,  respectively, was used to pay off the
existing  mortgage notes.  The new notes require monthly  principal and interest
payments at fixed interest  rates of 7.79% for Foxfire  Apartments and 8.02% for
Old Salem  Apartments.  The old debt carried fixed  interest  rates of 7.50% and
10.375% with maturities of May 1999 and December 2016, respectively.

The mortgage notes payable are  non-recourse  and are secured by a pledge of the
respective  apartment  properties  and by pledge of revenues from the respective
apartment  properties.  Certain of the notes  require  prepayment  penalties  if
repaid  prior to  maturity  and  prohibit  resale of the  properties  subject to
existing indebtedness.  The estimated fair value of the Partnership's  aggregate
debt is approximately  $37,460,000.  This estimate is not necessarily indicative
of the amounts the Partnership may pay in actual market transactions.

Scheduled  principal  payments of mortgage notes payable  subsequent to November
30, 1999 are as follows (in thousands):

                                     2000      $   721
                                     2001          739
                                     2002        7,863
                                     2003       12,471
                                     2004          509
                                  Thereafter    15,157
                                                ------
                                               $37,460

Note D - Income Taxes

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

The  following is a  reconciliation  of reported net income and Federal  taxable
income (in thousands, except per unit data):

                                          1999          1998
                                          ----          ----

Net income as reported                   $ 1,965      $ 1,431
Add (deduct):
     Depreciation differences              1,635         (175)
     Change in prepaid rental                (70)           1
     Casualty gain                          (210)          --
     Other                                   (28)          (4)
     Change in other liabilities              26           68
                                          ------       ------
Federal taxable income                   $ 3,318      $ 1,321
                                          ======       ======
Federal taxable income per
     limited partnership unit            $ 62.52      $ 24.89
                                          ======       ======

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

            Net assets as reported                   $ 4,261
            Land and buildings                        10,190
            Accumulated depreciation                 (29,298)
            Syndication fees                           6,747
            Other                                     (1,248)
                                                      ------
            Net deficiency - tax basis               $(9,348)
                                                      ======

Note E - Transactions with Affiliated Parties

The  Partnership  has no employees  and is dependent  on the  Corporate  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
partnership  activities.  The  Partnership  Agreement  provides  for (i) certain
payments to affiliates for services and (ii)  reimbursement  of certain expenses
incurred by affiliates on behalf of the Partnership. The following payments were
made to the  Corporate  General  Partner and  affiliates  during the years ended
November 30, 1999 and 1998:

                                                              1999       1998
                                                              ----       ----
                                                               (in thousands)

   Property management fees (included in
     operating expense)                                      $ 725      $ 710

   Reimbursement for services of affiliates
     (included in operating, general and administrative
      expenses and investment properties)                      254        239


During the years ended  November 30, 1999 and 1998,  affiliates of the Corporate
General  Partner were  entitled to receive 5% of gross  receipts from all of the
Registrant's  properties  as  compensation  for  providing  property  management
services.  The Registrant  paid to such  affiliates  approximately  $725,000 and
$710,000 for the years ended November 30, 1999 and 1998, respectively.

Affiliates  of  the  Corporate   General  Partner   received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $254,000 and
$239,000 for the years ended November 30, 1999 and 1998, respectively.

Several tender offers were made by various parties,  including affiliates of the
general partners, during the fiscal years ended November 30, 1999 and 1998. As a
result of these tender offers at November 30, 1999, AIMCO and its affiliates own
26,024  units  of  limited  partnership  units in the  Partnership  representing
approximately 49.53% of the outstanding units.  Subsequent to November 30, 1999,
an affiliate of the general  partners  acquired an  additional  7,222 units,  or
approximately  13.75%,  pursuant to a tender offer. It is possible that AIMCO or
its affiliates  will make one or more  additional  offers to acquire  additional
limited  partnership  interests in the  Partnership  for cash or in exchange for
units  in the  operating  partnership  of  AIMCO.  Consequently,  AIMCO  is in a
position to  significantly  influence all voting  decisions  with respect to the
Registrant.  Under the Partnership Agreement,  unitholders holding a majority of
the Units are entitled to take action with respect to a variety of matters. When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner  favorable to the interest of the Corporate  General  Partner  because of
their affiliation with the Corporate General Partner.

Note F - Investment Properties and Accumulated Depreciation

<TABLE>
<CAPTION>

                                                     Initial Cost
                                                    To Partnership
                                                    --------------
                                                    (in thousands)

                                                           Buildings        Cost
                                                          and Related   Capitalized
                                                           Personal    Subsequent to
           Description            Encumbrances    Land     Property     Acquisition
           -----------            ------------    ----     --------     -----------
                                  (in thousands)                      (in thousands)
<S>                                 <C>         <C>        <C>            <C>

Foxfire Apartments                   $ 7,200     $  830     $ 9,122        $  895
Old Salem Apartments                  10,157        654      12,664         4,103
Woodland Village Apartments            4,950        605       9,135         2,561
Lake Johnson Mews Apartments           4,350        338       6,725         1,502
The Lexington Green Apartments         3,403      1,102       6,620         2,663
Millhopper Village Apartments          2,700        239       4,305         1,284
Tar River Estates Apartments           4,700        474       9,985           155
                                      ------     ------      ------        ------
Totals                               $37,460    $ 4,242     $58,556       $13,163
                                      ======     ======      ======        ======

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                             Gross Amount At Which Carried
                                 At November 30, 1999
                                    (in thousands)

                                    Buildings
                                       And
                                      Related                         Date of          Depreciable
                                     Personal          Accumulated   Construc-   Date      Life-
          Description         Land   Property   Total  Depreciation     tion    Acquired   Years
                                                      (in thousands)
<S>                          <C>      <C>      <C>     <C>       <C>        <C>         <C>
   Foxfire
   Atlanta, Georgia          $   830  $10,017  $10,847  $ 6,689   1969-1971  07/19/83   5-29

   Old Salem
   Charlottesville, Virginia     654   16,767   17,421    9,959   1969-1971  08/25/83   5-28

   Woodland Village
   Columbia, South Carolina      605   11,696   12,301    7,147      1974    09/01/83   5-30

   Lake Johnson Mews
   Raleigh, North Carolina       338    8,227    8,565    4,876   1972-1973  09/30/83   5-30

   The Lexington Green
   Sarasota, Florida           1,102    9,283   10,385    5,360   1973-1982  10/31/83   5-34

   Millhopper Village
   Gainesville, Florida          239    5,589    5,828    3,504   1970-1976  11/22/83   5-29

   Tar River Estates
   Greenville, North             474   10,140   10,614    6,541   1969-1972  01/18/84   5-27
     Carolina

                             $ 4,242  $71,719  $75,961  $44,076
                              ======   ======   ======   ======
            Totals

</TABLE>

<PAGE>

Reconciliation of "Investment Properties and Accumulated Depreciation":

                                                Years Ended November 30,
                                                  1999            1998
                                                  ----            ----
                                                     (in thousands)
Real Estate

Balance at beginning of year                    $76,339          $75,253
    Property improvements                         3,690            1,086
    Disposals of property                        (4,068)              --
                                                 ------           ------

Balance at end of year                          $75,961          $76,339
                                                 ======           ======

Accumulated Depreciation

Balance at beginning of year                    $43,415          $40,464
    Additions charged to expense                  2,969            2,951
    Disposals of property                        (2,308)              --
                                                 ------           ------

Balance at end of year                          $44,076          $43,415
                                                 ======           ======

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
November  30,  1999  and  1998 is  approximately  $86,151,000  and  $83,005,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at November  30, 1999 and 1998 is  approximately  $73,374,000  and  $72,041,000,
respectively.

Note G - Segment Reporting

Description  of the types of products  and  services  from which the  reportable
segment derives its revenues:

The  Partnership  has  one  reportable  segment:   residential  properties.  The
Partnership's residential property segment consists of seven apartment complexes
located in Florida (2), South Carolina (1), Virginia (1), Georgia(1),  and North
Carolina (2). The  Partnership  rents  apartment units to tenants for terms that
are typically twelve months or less.

Measurement of segment profit or loss:

The Partnership  evaluates  performance  based on segment  profit/(loss)  before
depreciation.  The accounting policies of the reportable segment are the same as
those of the  Partnership as described in the summary of significant  accounting
policies.

Factors management used to identify the enterprise's reportable segment:

The  Partnership's  reportable  segment  consists of investment  properties that
offer similar products and services.  Although each of the investment properties
is  managed  separately,  they have been  aggregated  into one  segment  as they
provide services with similar types of products and customers.

Segment  information  for the years ended November 30, 1999 and 1998 is shown in
the tables below. The "Other" column includes partnership administration related
items and income and expense not allocated to the reportable segment.

                 1999                   Residential      Other       Totals
                 ----                   -----------      -----       ------
                                                   (in thousands)
Rental income                             $13,648     $    --       $13,648
Other income                                  746          45           791
Casualty gain                                 210          --           210
Interest expense                            2,718          --         2,718
Depreciation                                2,969          --         2,969
General and administrative expense             --         406           406
Extraordinary loss                           (150)         --          (150)
Segment profit (loss)                       2,326        (361)        1,965
Total assets                               38,376       6,660        45,036
Capital expenditures for
  investment properties                     3,690          --         3,690


                 1998                   Residential      Other       Totals
                 ----                   -----------      -----       ------
                                                   (in thousands)
Rental income                             $13,238         $  --     $13,238
Other income                                  757           121         878
Interest expense                            2,729            --       2,729
Depreciation                                2,951            --       2,951
General and administrative expense             --           387         387
Segment profit (loss)                       1,697          (266)      1,431
Total assets                               36,541         2,464      39,005
Capital expenditures for
  investment properties                     1,086            --       1,086



<PAGE>


Note H - Casualty Event

In September 1999, Tar River Estates Apartments,  was damaged by severe flooding
which  affected  certain  areas  of North  Carolina.  It is  estimated  that the
property has incurred  approximately  $6,323,000  in damages as a result of this
flooding.  Subsequent to November 30, 1999 insurance  proceeds of  approximately
$2,464,000  have been  received to cover lost rents and damage to the  property.
The Partnership will record the insurance  proceeds upon settlement of the claim
and/or receipt of the cash. It is anticipated that the costs incurred to restore
the property will be fully covered by insurance.

In July 1999, Woodland Village Apartments  experienced a fire, which resulted in
the  destruction  of six  apartment  units.  The  property  incurred  damages of
approximately  $324,000  and  estimated  lost  rents of  approximately  $13,000.
Insurance  proceeds of  $332,000  will be received to cover the damages and lost
rents, resulting in a casualty gain of $210,000.

Note I - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the Partnership,  the Corporate  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Note B - Transfer  of  Control").  The  plaintiffs  seek  monetary  damages and
equitable relief, including judicial dissolution of the Partnership. On June 25,
1998,  the Corporate  General  Partner filed a motion  seeking  dismissal of the
action.  In lieu of  responding  to the  motion,  the  plaintiffs  have filed an
amended complaint.  The Corporate General Partner filed demurrers to the amended
complaint which were heard February 1999.  Pending the ruling on such demurrers,
settlement negotiations commenced. On November 2, 1999, the parties executed and
filed a  Stipulation  of  Settlement,  settling  claims,  subject to final court
approval, on behalf of the Partnership and all limited partners who own units as
of November 3, 1999.  Preliminary  approval of the  settlement  was  obtained on
November 3, 1999 from the Superior Court of the State of  California,  County of
San Mateo, at which time the Court set a final approval hearing for December 10,
1999.  Prior to the  December  10,  1999  hearing  the  Court  received  various
objections to the settlement,  including a challenge to the Court's  preliminary
approval based upon the alleged lack of authority of class  plaintiffs'  counsel
to enter the settlement. On December 14, 1999, the Corporate General Partner and
its affiliates terminated the proposed settlement. Certain plaintiffs have filed
a motion to  disqualify  some of the  plaintiffs'  counsel  in the  action.  The
Corporate  General Partner does not anticipate  that costs  associated with this
case will be material to the Partnership's overall operations.

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

Note J - Change in Accounting Principle

Effective December 1, 1998, the Partnership  changed its method of accounting to
capitalize the cost of exterior  painting and major landscaping on a prospective
basis.  The  Partnership  believes  that  this  accounting  principle  change is
preferable  because it provides a better  matching of expenses  with the related
benefit of the expenditures and it is consistent with industry  practice and the
policies of the Corporate General Partner.  The effect of the change in 1999 was
to  increase  income  before the  change by  approximately  $325,000  ($6.12 per
limited  partnership  unit).  The accounting  principle  change will not have an
effect on cashflow,  funds  available for  distributions  or fees payable to the
Corporate General Partner or affiliates.

Note K - Subsequent Event

On January 3, 2000 the  Partnership  elected to change its fiscal  year end from
November 30, to December 31, effective for the period ending December 31, 1999.


<PAGE>



Item 8.  Changes in and  Disagreements  with  Accountants  on Accounting  and
         Financial Disclosures
         --------------------------------------------------------------------
         None.


<PAGE>


                                    PART III

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

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

Name                        Age    Position

Patrick J. Foye              42    Executive Vice President and Director

Martha L. Long               40    Senior Vice President and Controller

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

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

Item 10. Executive Compensation

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

Item 11. Security Ownership of Certain Beneficial Owners and Management

Except as noted below, 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, 1999.

Entity                                  Number of Units      Percentage

Cooper River Properties, LLC
 (an affiliate of AIMCO)                      2,722             5.181%
Insignia Properties LP
 (an affiliate of AIMCO)                     20,144            38.342%
AIMCO Properties LP
 (an affiliate of AIMCO)                      3,158             6.011%

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

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

No director or officer of the  Corporate  General  Partner  owns any Units.  The
Corporate  General  Partner  owns 100  Units  as  required  by the  terms of the
Partnership Agreement governing the Partnership.  AIMCO Properties LP, the other
general partner acquired 3,158 Units during the current fiscal year.

Item 12. Certain Relationships and Related Transactions

The  Partnership  has no employees  and is dependent  on the  Corporate  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
partnership  activities.  The  Partnership  Agreement  provides  for (i) certain
payments to affiliates for services and (ii)  reimbursement  of certain expenses
incurred by affiliates on behalf of the Partnership. The following payments were
made to the  Corporate  General  Partner and  affiliates  during the years ended
November 30, 1999 and 1998:

                                                              1999       1998
                                                              ----       ----
                                                              (in thousands)

   Property management fees (included in
     operating expense)                                      $ 725      $ 710

   Reimbursement for services of affiliates
     (included in general and administrative expenses
     and investment properties)                                254        239

During the years ended  November 30, 1999 and 1998,  affiliates of the Corporate
General  Partner were  entitled to receive 5% of gross  receipts from all of the
Registrant's  properties  as  compensation  for  providing  property  management
services.  The Registrant  paid to such  affiliates  approximately  $725,000 and
$710,000 for the years ended November 30, 1999 and 1998, respectively.

Affiliates  of  the  Corporate   General  Partner   received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $254,000 and
$239,000 for the years ended November 30, 1999 and 1998, respectively.

Several tender offers were made by various parties,  including affiliates of the
general partners, during the fiscal years ended November 30, 1999 and 1998. As a
result of these tender offers at November 30, 1999, AIMCO and its affiliates own
26,024  units  of  limited  partnership  units in the  Partnership  representing
approximately 49.53% of the outstanding units.  Subsequent to November 30, 1999,
an affiliate of the general  partners  acquired an  additional  7,222 units,  or
approximately  13.75%,  pursuant to a tender offer. It is possible that AIMCO or
its affiliates  will make one or more  additional  offers to acquire  additional
limited  partnership  interests in the  Partnership  for cash or in exchange for
units  in the  operating  partnership  of  AIMCO.  Consequently,  AIMCO  is in a
position to  significantly  influence all voting  decisions  with respect to the
Registrant.  Under the Partnership Agreement,  unitholders holding a majority of
the Units are entitled to take action with respect to a variety of matters. When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner  favorable to the interest of the Corporate  General  Partner  because of
their affiliation with the Corporate General Partner.


<PAGE>



                                     PART IV

Item 13. Exhibits and Reports on Form 8-K

         (a)   Exhibits:

               Exhibit  18,  Independent  Accountants' Preferability  Letter for
               Change in Accounting Principle.

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

         (b)   Reports on Form 8-K filed  during  the  fourth  quarter of fiscal
               year 1999:

               None.


<PAGE>


                                   SIGNATURES

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

                                 SHELTER PROPERTIES V

                                 By:     Shelter Realty V Corporation
                                         Corporate General Partner

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

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

                                 Date:

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

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


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


<PAGE>



                                  EXHIBIT INDEX

Exhibit

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

      3     See Exhibit 4(a)

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

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

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

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

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

     10(i)        Contracts related to acquisition of properties.

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

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

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

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

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

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

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

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

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

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

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

          (iii)  Contracts related to refinancing of debt:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            (m)   Multifamily  Note secured by a Mortgage or Deed of Trust dated
                  November  10,  1999,  between  Shelter  Properties  V  Limited
                  Partnership and GMAC Commercial Mortgage  Corporation relating
                  to Old  Salem  Apartments.  (Filed  as  Exhibit  10(1) to Form
                  10-KSB of Registrant for period ended November 30, 1999).

18                Independent Accountants'  Preferability Letter for Change in
                  Accounting Principle.

27                Financial Data Schedule.

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

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

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


<PAGE>


                                                                    Exhibit 18

February X, 2000


Mr. Patrick J. Foye
Executive Vice President
Shelter Realty V Corporation

Corporate General Partner of Shelter Properties V
55 Beattie Place
P.O. Box 1089
Greenville, South Carolina 29602

Dear Mr. Foye:

Note J of Notes to the Financial  Statements of Shelter Properties V included in
its Form 10-KSB for the year ended  November 30, 1999  describes a change in the
method of  accounting  to capitalize  exterior  painting and major  landscaping,
which would have been  expensed  under the old policy.  You have advised us that
you  believe  that the change is to a  preferable  method in your  circumstances
because it provides a better  matching of expenses  with the related  benefit of
the  expenditures  and is consistent with policies  currently being used by your
industry and conforms to the policies of the Corporate General Partner.

There are no authoritative criteria for determining a preferable method based on
the particular circumstances; however, we conclude that the change in the method
of accounting  for exterior  painting and major  landscaping is to an acceptable
alternative  method which,  based on your business  judgment to make this change
for the reasons cited above, is preferable in your circumstances.

                                                             Very truly yours,
                                                         /s/ Ernst & Young LLP


<PAGE>


                                                      FHLMC Loan No. 002682753

MULTIFAMILY NOTE

(MULTISTATE)

US $10,157,000.00                                      As of November 10, 1999


      FOR VALUE RECEIVED, the undersigned ("Borrower") jointly and severally (if
more  than  one)  promises  to pay to the  order  of  GMAC  COMMERCIAL  MORTGAGE
CORPORATION,  a California  corporation,  the  principal  sum of Ten Million One
Hundred  Fifty-Seven  Thousand  and 00/100  Dollars  (US  $10,157,000.00),  with
interest on the unpaid principal  balance at the annual rate of Eight and Twenty
Thousandths percent (8.020%).

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

       Address for Payment. All payments due under this Note shall be payable at
650  Dresher  Road,  P.O.  Box 1015,  Horsham,  Pennsylvania  19044-8015,  Attn:
Servicing - Account Manager, or such other place as may be designated by written
notice to Borrower from or on behalf of Lender.

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

      Consecutive  monthly  installments of principal and interest,  each in the
amount of Eighty Five Thousand Eighty Three and 69/100 Dollars (US  $85,083.69),
shall be payable on the first day of each  month  beginning  on January 1, 2000,
until the entire unpaid principal  balance evidenced by this Note is fully paid.
Any accrued  interest  remaining  past due for 30 days or more shall be added to
and become part of the unpaid  principal  balance and shall bear interest at the
rate or rates  specified  in this  Note,  and any  reference  below to  "accrued
interest"  shall  refer to accrued  interest  which has not  become  part of the
unpaid principal balance.  Any remaining principal and interest shall be due and
payable on December 1, 2019 or on any earlier date on which the unpaid principal
balance of this Note becomes due and payable,  by acceleration or otherwise (the
"Maturity  Date").  The unpaid principal balance shall continue to bear interest
after the  Maturity  Date at the  Default  Rate set forth in this Note until and
including the date on which it is paid in full.

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

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

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

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

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

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

      Limits on Personal Liability.

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

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

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

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

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

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

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

      Voluntary and Involuntary Prepayments.

      A prepayment  premium shall be payable in connection  with any  prepayment
made under this Note as provided below:  Borrower may voluntarily  prepay all of
the unpaid principal balance of this Note on the last Business Day of a calendar
month  if  Borrower  has  given  Lender  at least 30 days  prior  notice  of its
intention to make such  prepayment.  Such prepayment shall be made by paying (A)
the amount of principal being prepaid,  (B) all accrued interest,  (C) all other
sums due Lender at the time of such prepayment,  and (D) the prepayment  premium
calculated  pursuant to Schedule A. For all  purposes  including  the accrual of
interest,  any  prepayment  received  by Lender  on any day other  than the last
calendar  day of the month  shall be deemed  to have been  received  on the last
calendar day of such month.  For  purposes of this Note, a "Business  Day" means
any day other than a  Saturday,  Sunday or any other day on which  Lender is not
open for business. Borrower shall not have the option to voluntarily prepay less
than all of the unpaid principal balance.

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

Any  application  by Lender of any collateral or other security to the repayment
of any  portion  of the  unpaid  principal  balance  of this  Note  prior to the
Maturity Date and in the absence of acceleration shall be deemed to be a partial
prepayment  by  Borrower,  requiring  the  payment  to Lender by  Borrower  of a
prepayment premium.  The amount of any such partial prepayment shall be computed
so as to provide to Lender a prepayment  premium computed pursuant to Schedule A
without Borrower having to pay out-of-pocket any additional amounts.

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

Schedule A is hereby  incorporated by reference into this Note. Any permitted or
required prepayment of less than the unpaid principal balance of this Note shall
not extend or postpone the due date of any subsequent  monthly  installments  or
change  the amount of such  installments,  unless  Lender  agrees  otherwise  in
writing.

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

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

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

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

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

      Loan  Charges.  If any  applicable  law limiting the amount of interest or
other charges  permitted to be collected  from  Borrower in connection  with the
Loan is  interpreted  so that any interest or other  charge  provided for in any
Loan  Document,  whether  considered  separately  or together with other charges
provided  for in any other Loan  Document,  violates  that law,  and Borrower is
entitled to the benefit of that law, that  interest or charge is hereby  reduced
to the extent  necessary  to eliminate  that  violation.  The  amounts,  if any,
previously paid to Lender in excess of the permitted amounts shall be applied by
Lender to reduce the unpaid  principal  balance of this Note. For the purpose of
determining  whether any applicable law limiting the amount of interest or other
charges  permitted  to  be  collected  from  Borrower  has  been  violated,  all
Indebtedness  that  constitutes  interest,  as well as all other charges made in
connection with the Indebtedness that constitute interest, shall be deemed to be
allocated and spread ratably over the stated term of the Note.  Unless otherwise
required by applicable  law, such  allocation and spreading shall be effected in
such a manner that the rate of interest  so computed is uniform  throughout  the
stated term of the Note.

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

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

      Governing   Law.  This  Note  shall  be  governed  by  the  law  of  the
jurisdiction in which the Land is located.
      Captions.   The  captions  of  the  paragraphs  of  this  Note  are  for
convenience only and shall be disregarded in construing this Note.
      Notices.  All  notices,  demands  and  other  communications  required  or
permitted to be given by Lender to Borrower pursuant to this Note shall be given
in accordance with Section 31 of the Security Instrument.

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

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

      ATTACHED SCHEDULES.  The following Schedules are attached to this Note:

            -----
            X        Schedule A    Prepayment Premium (required)
            -----

            -----
            X        Schedule B    Modifications to Multifamily Note
            -----

      IN WITNESS  WHEREOF,  Borrower has signed and  delivered  this Note or has
caused  this  Note  to  be  signed  and   delivered   by  its  duly   authorized
representative.

                                    SHELTER PROPERTIES V LIMITED  PARTNERSHIP,
                                       a South Carolina limited partnership

By:   Shelter Realty V Corporation, a South Carolina corporation,  its general
      partner



                                         By:
                                            Patti K. Fielding
                                            Vice President

                                   57-0721855

                                    Borrower's  Social   Security/Employer  ID
                                     Number

PAY TO THE ORDER OF FEDERAL HOME LOAN MORTGAGE CORPORATION, WITHOUT RECOURSE, AS
OF THIS ____ DAY OF NOVEMBER, 1999.

GMAC       COMMERCIAL       MORTGAGE

   CORPORATION,     a     California
   corporation

By:_________________________________
   Donald W. Marshall
   Vice President


<PAGE>




FHLMC Loan No. 002682494

MULTIFAMILY NOTE

(MULTISTATE)

US $7,200,000.00                                      As of October ____, 1999


      FOR VALUE RECEIVED, the undersigned ("Borrower") jointly and severally (if
more  than  one)  promises  to pay to the  order  of  GMAC  COMMERCIAL  MORTGAGE
CORPORATION,  a California  corporation,  the principal sum of Seven Million Two
Hundred  Thousand and 00/100  Dollars (US  $7,200,000.00),  with interest on the
unpaid principal balance at the annual rate of _________________ percent

(-----------------%).

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

2. Address for Payment. All payments due under this Note shall be payable at 650
Dresher Road, P.O. Box 1015, Horsham, Pennsylvania 19044-8015, Attn: Servicing -
Account  Manager,  or such other place as may be designated by written notice to
Borrower  from or on behalf of Lender.  3.  Payment of Principal  and  Interest.
Principal  and  interest  shall be paid as follows:  4. Unless  disbursement  of
principal is made by Lender to Borrower on the first day of the month,  interest
for the period beginning on the date of disbursement and ending on and including
the last day of the month in which  such  disbursement  is made shall be payable
simultaneously  with the execution of this Note.  Interest under this Note shall
be computed on the basis of a 360-day year consisting of twelve 30-day months.

5.    Consecutive monthly installments of principal and interest,  each in the
      amount of  _________________  (US $_________________),  shall be payable
      on the first day of each month beginning on December 1, 1999,  until the
      entire unpaid  principal  balance  evidenced by this Note is fully paid.
      Any  accrued  interest  remaining  past due for 30 days or more shall be
      added to and become part of the unpaid principal  balance and shall bear
      interest at the rate or rates  specified in this Note, and any reference
      below to "accrued  interest"  shall refer to accrued  interest which has
      not  become  part  of  the  unpaid  principal  balance.   Any  remaining
      principal  and interest  shall be due and payable on November 1, 2019 or
      on any earlier date on which the unpaid  principal  balance of this Note
      becomes due and payable,  by  acceleration  or otherwise  (the "Maturity
      Date").  The unpaid  principal  balance shall  continue to bear interest
      after  the  Maturity  Date at the  Default  Rate set  forth in this Note
      until and including the date on which it is paid in full.
6.    Any regularly scheduled monthly installment of principal and interest that
      is  received  by Lender  before the date it is due shall be deemed to have
      been  received  on the due date  solely  for the  purpose  of  calculating
      interest due.

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

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

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

10.   Late  Charge.  If any monthly  amount  payable  under this Note or under
      the Security  Instrument  or any other Loan  Document is not received by
      Lender within ten (10) days after the amount is due,  Borrower shall pay
      to Lender,  immediately  and  without  demand by Lender,  a late  charge
      equal to five percent (5%) of such amount.  Borrower  acknowledges  that
      its  failure  to  make  timely  payments  will  cause  Lender  to  incur
      additional  expenses in servicing and  processing  the loan evidenced by
      this  Note  (the  "Loan"),  and  that  it  is  extremely  difficult  and
      impractical to determine  those  additional  expenses.  Borrower  agrees
      that the late charge  payable  pursuant to this  Paragraph  represents a
      fair and  reasonable  estimate,  taking into  account all  circumstances
      existing on the date of this Note,  of the  additional  expenses  Lender
      will incur by reason of such late  payment.  The late  charge is payable
      in addition to, and not in lieu of, any interest  payable at the Default
      Rate pursuant to Paragraph 8.
11.   Default  Rate.  So long as (a) any monthly  installment  under this Note
      remains past due for 30 days or more,  or (b) any other Event of Default
      has occurred and is  continuing,  interest  under this Note shall accrue
      on the unpaid principal  balance from the earlier of the due date of the
      first unpaid  monthly  installment or the occurrence of such other Event
      of Default,  as applicable,  at a rate (the "Default Rate") equal to the
      lesser  of 4  percentage  points  above  the rate  stated  in the  first
      paragraph  of this  Note  or the  maximum  interest  rate  which  may be
      collected from Borrower under  applicable  law. If the unpaid  principal
      balance and all accrued  interest  are not paid in full on the  Maturity
      Date, the unpaid  principal  balance and all accrued interest shall bear
      interest  from the  Maturity  Date at the Default  Rate.  Borrower  also
      acknowledges  that its failure to make timely payments will cause Lender
      to incur  additional  expenses in  servicing  and  processing  the Loan,
      that,  during the time that any monthly  installment  under this Note is
      delinquent  for more than 30 days,  Lender will incur  additional  costs
      and expenses  arising from its loss of the use of the money due and from
      the  adverse  impact on Lender's  ability to meet its other  obligations
      and to take advantage of other investment opportunities,  and that it is
      extremely  difficult and impractical to determine those additional costs
      and expenses.  Borrower  also  acknowledges  that,  during the time that
      any monthly  installment  under this Note is delinquent for more than 30
      days or any other  Event of  Default  has  occurred  and is  continuing,
      Lender's risk of  nonpayment  of this Note will be materially  increased
      and  Lender is  entitled  to be  compensated  for such  increased  risk.
      Borrower agrees that the increase in the rate of interest  payable under
      this  Note  to  the  Default  Rate  represents  a  fair  and  reasonable
      estimate,  taking into account all circumstances existing on the date of
      this Note,  of the  additional  costs and expenses  Lender will incur by
      reason  of  the  Borrower's   delinquent   payment  and  the  additional
      compensation  Lender is entitled to receive for the  increased  risks of
      nonpayment associated with a delinquent loan.
12.   Limits on Personal Liability.

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

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

15.   In addition to  Borrower's  personal  liability  under  Paragraph  9(b),
      Borrower  shall be  personally  liable to Lender for the  repayment of a
      further  portion  of the  Indebtedness  equal  to  any  loss  or  damage
      suffered  by Lender as a result of (1)  failure  of  Borrower  to pay to
      Lender upon demand  after an Event of Default all Rents to which  Lender
      is  entitled  under  Section  3(a) of the  Security  Instrument  and the
      amount of all security deposits  collected by Borrower from tenants then
      in residence;  (2) failure of Borrower to apply all  insurance  proceeds
      and  condemnation  proceeds as required by the Security  Instrument;  or
      (3)  failure of  Borrower  to comply  with  Section  14(d) or (e) of the
      Security  Instrument  relating  to the  delivery  of books and  records,
      statements, schedules and reports.
16.   For purposes of determining  Borrower's personal liability under Paragraph
      9(b) and Paragraph 9(c), all payments made by Borrower or any guarantor of
      this Note with  respect to the  Indebtedness  and all amounts  received by
      Lender from the  enforcement  of its rights under the Security  Instrument
      shall be  applied  first to the  portion  of the  Indebtedness  for  which
      Borrower has no personal liability.

17.   Borrower shall become  personally  liable to Lender for the repayment of
      all of the  Indebtedness  upon the  occurrence  of any of the  following
      Events  of  Default:  (1)  Borrower's  acquisition  of any  property  or
      operation of any business not  permitted by  Section 33  of the Security
      Instrument;  (2) a Transfer  (including,  but not  limited to, a lien or
      encumbrance)  that  is an  Event  of  Default  under  Section  21 of the
      Security  Instrument,  other  than a Transfer  consisting  solely of the
      involuntary removal or involuntary  withdrawal of a general partner in a
      limited  partnership or a manager in a limited liability company; or (3)
      fraud or written material  misrepresentation by Borrower or any officer,
      director,  partner,  member or employee of Borrower in  connection  with
      the application  for or creation of the  Indebtedness or any request for
      any action or consent by Lender.
18.   In addition to any personal  liability  for the  Indebtedness,  Borrower
      shall be personally  liable to Lender for (1) the  performance of all of
      Borrower's  obligations  under  Section  18 of the  Security  Instrument
      (relating to  environmental  matters);  (2) the costs of any audit under
      Section  14(d)  of the  Security  Instrument;  and  (3)  any  costs  and
      expenses  incurred by Lender in  connection  with the  collection of any
      amount for which  Borrower is personally  liable under this Paragraph 9,
      including  fees and out of  pocket  expenses  of  attorneys  and  expert
      witnesses  and  the  costs  of  conducting  any  independent   audit  of
      Borrower's  books and records to determine the amount for which Borrower
      has personal liability.
19.   To the extent that Borrower has personal  liability under this Paragraph
      9, Lender may exercise its rights against  Borrower  personally  without
      regard to whether  Lender has exercised any rights against the Mortgaged
      Property  or any other  security,  or  pursued  any rights  against  any
      guarantor,  or pursued any other  rights  available to Lender under this
      Note,  the Security  Instrument,  any other Loan  Document or applicable
      law. For purposes of this  Paragraph  9, the term  "Mortgaged  Property"
      shall not  include  any funds that (1) have been  applied by Borrower as
      required  or  permitted  by  the  Security   Instrument   prior  to  the
      occurrence  of an Event of Default or (2)  Borrower  was unable to apply
      as  required  or  permitted  by the  Security  Instrument  because  of a
      bankruptcy, receivership, or similar judicial proceeding.
20.   Voluntary and Involuntary Prepayments.

21.   A prepayment  premium shall be payable in connection  with any  prepayment
      made under this Note as provided below:

22.   Borrower may voluntarily  prepay all of the unpaid principal  balance of
      this Note on the last  Business Day of a calendar  month if Borrower has
      given  Lender at least 30 days  prior  notice of its  intention  to make
      such  prepayment.  Such  prepayment  shall  be  made by  paying  (A) the
      amount of principal  being prepaid,  (B) all accrued  interest,  (C) all
      other  sums due  Lender  at the  time of such  prepayment,  and  (D) the
      prepayment premium calculated  pursuant to Schedule A.  For all purposes
      including the accrual of interest,  any prepayment received by Lender on
      any day other than the last  calendar  day of the month  shall be deemed
      to have  been  received  on the last  calendar  day of such  month.  For
      purposes  of this  Note,  a  "Business  Day"  means any day other than a
      Saturday,  Sunday  or any  other  day on  which  Lender  is not open for
      business.  Borrower  shall  not have the  option to  voluntarily  prepay
      less than all of the unpaid principal balance.
23.   Upon  Lender's  exercise  of any right of  acceleration  under  this Note,
      Borrower shall pay to Lender,  in addition to the entire unpaid  principal
      balance of this Note outstanding at the time of the acceleration,  (A) all
      accrued  interest  and all other sums due Lender,  and (B) the  prepayment
      premium calculated pursuant to Schedule A.

24.   Any  application  by Lender of any  collateral or other  security to the
      repayment  of any portion of the unpaid  principal  balance of this Note
      prior to the Maturity Date and in the absence of  acceleration  shall be
      deemed to be a partial prepayment by Borrower,  requiring the payment to
      Lender by  Borrower  of a  prepayment  premium.  The  amount of any such
      partial  prepayment  shall be  computed  so as to  provide  to  Lender a
      prepayment  premium  computed  pursuant to Schedule A  without  Borrower
      having to pay out-of-pocket any additional amounts.
25.   Notwithstanding  the provisions of Paragraph 10(a), no prepayment  premium
      shall be payable with respect to (A) any prepayment  made no more than 180
      days before the Maturity Date, or (B) any prepayment occurring as a result
      of the application of any insurance  proceeds or condemnation  award under
      the Security Instrument.

26.   Schedule A is hereby incorporated by reference into this Note.
27.   Any permitted or required  prepayment of less than the unpaid  principal
      balance  of this Note  shall not  extend or  postpone  the due date of any
      subsequent monthly installments or change the amount of such installments,
      unless Lender agrees otherwise in writing.

28.   Borrower  recognizes that any prepayment of the unpaid principal balance
      of this Note,  whether  voluntary or  involuntary  or  resulting  from a
      default by Borrower,  will result in Lender's incurring loss,  including
      reinvestment  loss,  additional expense and frustration or impairment of
      Lender's  ability to meet its  commitments  to third  parties.  Borrower
      agrees to pay to Lender upon demand damages for the detriment  caused by
      any  prepayment,   and  agrees  that  it  is  extremely   difficult  and
      impractical   to  ascertain  the  extent  of  such   damages.   Borrower
      therefore  acknowledges  and agrees  that the  formula  for  calculating
      prepayment  premiums  set forth on Schedule A  represents  a  reasonable
      estimate of the damages Lender will incur because of a prepayment.
29.   Borrower further  acknowledges that the prepayment  premium  provisions of
      this Note are a  material  part of the  consideration  for the  Loan,  and
      acknowledges  that the  terms of this  Note  are in  other  respects  more
      favorable to Borrower as a result of the Borrower's voluntary agreement to
      the prepayment premium provisions.

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

31.   Forbearance.  Any  forbearance  by  Lender  in  exercising  any right or
      remedy  under  this Note,  the  Security  Instrument,  or any other Loan
      Document or otherwise  afforded by applicable law, shall not be a waiver
      of or preclude  the  exercise of that or any other right or remedy.  The
      acceptance  by Lender of any payment after the due date of such payment,
      or in an amount which is less than the required payment,  shall not be a
      waiver of  Lender's  right to  require  prompt  payment  when due of all
      other  payments or to exercise  any right or remedy with  respect to any
      failure to make prompt  payment.  Enforcement  by Lender of any security
      for  Borrower's  obligations  under  this Note shall not  constitute  an
      election by Lender of remedies  so as to  preclude  the  exercise of any
      other right or remedy available to Lender.
32.   Waivers.  Presentment,  demand,  notice of  dishonor,  protest,  notice of
      acceleration,  notice  of  intent  to  demand  or  accelerate  payment  or
      maturity,  presentment  for  payment,  notice of  nonpayment,  grace,  and
      diligence in collecting  the  Indebtedness  are waived by Borrower and all
      endorsers and guarantors of this Note and all other third party obligors.

33.   Loan Charges.  If any  applicable law limiting the amount of interest or
      other  charges  permitted to be collected  from  Borrower in  connection
      with  the  Loan is  interpreted  so that any  interest  or other  charge
      provided for in any Loan  Document,  whether  considered  separately  or
      together  with other  charges  provided for in any other Loan  Document,
      violates  that law, and Borrower is entitled to the benefit of that law,
      that  interest or charge is hereby  reduced to the extent  necessary  to
      eliminate  that  violation.  The  amounts,  if any,  previously  paid to
      Lender in excess of the permitted  amounts shall be applied by Lender to
      reduce the unpaid  principal  balance of this Note.  For the  purpose of
      determining  whether any  applicable law limiting the amount of interest
      or other  charges  permitted  to be  collected  from  Borrower  has been
      violated,  all Indebtedness  that constitutes  interest,  as well as all
      other charges made in connection with the  Indebtedness  that constitute
      interest,  shall be deemed to be allocated  and spread  ratably over the
      stated term of the Note.  Unless  otherwise  required by applicable law,
      such  allocation  and spreading  shall be effected in such a manner that
      the rate of interest so computed is uniform  throughout  the stated term
      of the Note.
34.   Commercial  Purpose.  Borrower represents that the Indebtedness is being
      incurred  by  Borrower  solely for the purpose of carrying on a business
      or  commercial  enterprise,  and not for  personal,  family or household
      purposes.
35.   Counting of Days.  Except where  otherwise  specifically  provided,  any
      reference in this Note to a period of "days" means  calendar  days,  not
      Business Days.
36.   Governing   Law.  This  Note  shall  be  governed  by  the  law  of  the
      jurisdiction in which the Land is located.
37.   Captions.   The  captions  of  the  paragraphs  of  this  Note  are  for
      convenience only and shall be disregarded in construing this Note.
38.   Notices.  All  notices,  demands  and other  communications  required or
      permitted to be given by Lender to Borrower  pursuant to this Note shall
      be given in accordance with Section 31 of the Security Instrument.
39.   Consent  to   Jurisdiction   and  Venue.   Borrower   agrees   that  any
      controversy  arising  under  or  in  relation  to  this  Note  shall  be
      litigated  exclusively in the  jurisdiction in which the Land is located
      (the  "Property  Jurisdiction").   The  state  and  federal  courts  and
      authorities with  jurisdiction in the Property  Jurisdiction  shall have
      exclusive  jurisdiction over all  controversies  which shall arise under
      or in relation to this Note. Borrower  irrevocably  consents to service,
      jurisdiction,  and  venue of such  courts  for any such  litigation  and
      waives  any  other  venue to which it might be  entitled  by  virtue  of
      domicile, habitual residence or otherwise.
40.   WAIVER OF TRIAL BY JURY.  BORROWER  AND  LENDER  EACH (A)  AGREES NOT TO
      ELECT A TRIAL BY JURY  WITH  RESPECT  TO ANY ISSUE  ARISING  OUT OF THIS
      NOTE OR THE  RELATIONSHIP  BETWEEN  THE  PARTIES AS LENDER AND  BORROWER
      THAT IS  TRIABLE OF RIGHT BY A JURY AND (B) WAIVES ANY RIGHT TO TRIAL BY
      JURY  WITH  RESPECT  TO SUCH  ISSUE TO THE  EXTENT  THAT ANY SUCH  RIGHT
      EXISTS NOW OR IN THE  FUTURE.  THIS  WAIVER OF RIGHT TO TRIAL BY JURY IS
      SEPARATELY  GIVEN BY EACH  PARTY,  KNOWINGLY  AND  VOLUNTARILY  WITH THE
      BENEFIT OF COMPETENT LEGAL COUNSEL.
      ATTACHED SCHEDULES.  The following Schedules are attached to this Note:

            -----
            X        Schedule A    Prepayment Premium (required)
            -----

            -----
            X        Schedule B    Modifications to Multifamily Note
            -----

      IN WITNESS  WHEREOF,  Borrower has signed and  delivered  this Note or has
caused  this  Note  to  be  signed  and   delivered   by  its  duly   authorized
representative.

                                    FOXFIRE APARTMENTS V LIMITED  PARTNERSHIP,
                                       a South Carolina limited partnership

                                    By:   Shelter V GP-SC Limited Partnership,
                                          a South Carolina limited partnership,
                                          its general partner

                                    By:   Shelter Realty V Corporation,
                                          a South Carolina corporation,
                                          its general partner



                                    By:   ___________________________
                                          Name:
                                          Title:


                                   57-0961710

                                    Borrower's  Social   Security/Employer  ID
                                     Number

PAY TO THE ORDER OF FEDERAL HOME LOAN MORTGAGE  CORPORATION,  WITHOUT  RECOURSE,
THIS ____ DAY OF OCTOBER, 1999.

GMAC       COMMERCIAL       MORTGAGE

   CORPORATION,     a     California
   corporation

By:_________________________________
   Donald W. Marshall
   Vice President