SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   Form 10-KSB

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

                   For the fiscal year ended December 31, 2002

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

                    For the transition period from _________to _________

                         Commission file number 0-11574

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

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

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

                                 (864) 239-1000
                            Issuer's telephone number

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

                                      None

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

                      Units of Limited Partnership Interest
                                (Title of class)

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

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

State issuer's revenues for its most recent fiscal year.  $15,127,000

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests, as of December 31, 2002. No market exists for the limited partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  The discussions of the  Registrant's
business  and  results  of  operations,   including  forward-looking  statements
pertaining to such matters,  do not take into account the effects of any changes
to the  Registrant's  business  and results of  operations.  Actual  results may
differ  materially  from those described in the  forward-looking  statements and
will  be  affected  by  a  variety  of  risks  and  factors  including,  without
limitation:  national and local economic  conditions;  the terms of governmental
regulations that affect the Registrant and interpretations of those regulations;
the competitive  environment in which the Registrant operates;  financing risks,
including the risk that cash flows from  operations may be  insufficient to meet
required  payments of  principal  and  interest;  real estate  risks,  including
variations  of real  estate  values and the  general  economic  climate in local
markets and competition for tenants in such markets; and possible  environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

                                     PART I

Item 1.  Description of Business

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

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

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

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

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

Risk Factors

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

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

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

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.

Insurance  coverage is becoming  more  expensive  and  difficult to obtain.  The
current  insurance market is  characterized by rising premium rates,  increasing
deductibles,  and more restrictive  coverage language.  Recent developments have
resulted in  significant  increases in insurance  premiums and have made it more
difficult to obtain  certain types of insurance.  As an example,  many insurance
carriers are excluding  mold-related  risks from their policy coverages,  or are
adding  significant  restrictions to such coverage.  Continued  deterioration in
insurance   market  place   conditions  may  have  a  negative   effect  on  the
Partnership's operating results.

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

Item 2.  Description of Properties

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

<TABLE>
<CAPTION>

                                      Date of
Property                             Purchase       Type of Ownership            Use

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

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

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

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

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

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

Tar River Estates Apartments (2)     01/18/84   Fee ownership, subject     Apartment
  Greenville, North Carolina                    to first mortgage. (1)     220 units (2)
</TABLE>


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

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

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

<S>                     <C>         <C>          <C>                         <C>
Foxfire Apartments      $11,730     $ 7,640      5-30 yrs         S/L        $1,443
Old Salem
  Apartments             18,197      12,162      5-30 yrs         S/L         2,977
Woodland Village
   Apartments            13,940       8,770      5-30 yrs         S/L         2,191
Lake Johnson Mews
   Apartments             9,171       5,901      5-30 yrs         S/L         1,518
The Lexington Green
   Apartments            11,254       6,505      5-34 yrs         S/L         2,445
Millhopper Village
   Apartments             6,181       4,211      5-30 yrs         S/L           835
Tar River Estates
   Apartments            16,113       7,932      5-30 yrs         S/L         2,406
                        $86,586     $53,121                                 $13,815
</TABLE>

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

Schedule of Property Indebtedness:

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

<TABLE>
<CAPTION>

                           Principal                                          Principal
                           Balance At     Stated                               Balance
                          December 31,   Interest    Period     Maturity        Due At
       Property               2002         Rate     Amortized   Date(2)      Maturity(2)
                         (in thousands)                                     (in thousands)

Foxfire Apartments
<S>                        <C>             <C>         <C>      <C>   <C>    <C>
  1st mortgage             $ 6,677         7.79%       (1)      11/01/19     $    --

Old Salem Apartments
  1st mortgage               9,460         8.02%       (1)      12/01/19          --

Woodland Village
  Apartments
  1st mortgage               7,812         7.11%       (1)      09/01/21          --

Lake Johnson Mews
  Apartments
  1st mortgage               6,885         7.43%       (1)      07/01/21          --

The Lexington Green
  Apartments
  1st mortgage               6,697         7.22%       (1)      01/01/21          --

Millhopper Village
  Apartments
   1st mortgage              4,087         7.43%       (1)      07/01/21          --

Tar River Estates
  Apartments
   1st mortgage              5,090         7.23%       (1)      01/01/22          --

Total                      $46,708                                          $     --
</TABLE>

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

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

On December  28,  2001,  the  Partnership  obtained  new  financing on Tar River
Estates  Apartments.  Gross proceeds from the new financing  were  approximately
$5,200,000.  The new note requires monthly  principal and interest payments at a
fixed rate of 7.23% and matures  January 1, 2022, at which time it will be fully
amortized.  The old debt of  approximately  $4,342,000  carried a fixed interest
rate of 7.60% and was repaid with proceeds from the  condemnation  and sale of a
portion of the land to the city of  Greenville,  North  Carolina,  as  discussed
above.  Total  capitalized  loan costs for the new mortgage  were  approximately
$146,000,  which includes  approximately $4,000 in loan costs capitalized during
the year ended December 31, 2002.

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

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

Rental Rates and Occupancy:

Average  annual rental rates and occupancy for the years ended December 31, 2002
and 2001 are as follows:

<TABLE>
<CAPTION>

                                          Average Annual            Average Annual
                                           Rental Rates               Occupancy
                                            (per unit)
Property                                2002          2001         2002        2001
<S>                <C>                 <C>           <C>            <C>        <C>
Foxfire Apartments (2)                 $8,561        $8,837         87%        93%
Old Salem Apartments                    8,262         8,065         96%        97%
Woodland Village Apartments (3)         8,104         8,293         90%        94%
Lake Johnson Mews Apartments            8,434         9,158         93%        92%
The Lexington Green Apartments          8,370         8,413         96%        96%
Millhopper Village  Apartments          8,619         9,136         96%        94%
Tar River Estates Apartments (1)        7,402         7,700         89%        71%
</TABLE>

(1)   During September 1999, Tar River Estates  Apartments was damaged by severe
      flooding  which  affected  certain areas of North  Carolina.  The property
      incurred  extensive damage as a result of the flooding causing portions of
      the property to be unavailable  for occupancy  since  September  1999. The
      Partnership  negotiated an agreement  with the city of  Greenville,  North
      Carolina, whereby a portion of the land containing 182 units was condemned
      and sold to the city on October 17,  2001.  Therefore,  the 182  apartment
      units  previously  located  on  this  land  were  not  reconstructed.  The
      Partnership  completed  reconstruction  of the 220 remaining  units at the
      property by December  31,  2001,  therefore  occupancy  for the year ended
      December 31, 2002 as shown above is for the 220 remaining units.

(2)   The  Corporate  General  Partner  attributes  the decrease in occupancy at
      Foxfire Apartments to an increase in home purchases in the Atlanta area as
      a result  of lower  home  mortgage  interest  rates  and to the June  2002
      casualty (as  discussed in "Item 6.  Management's  Discussion  Analysis or
      Plan of Operation").

(3)   The  Corporate  General  Partner  attributes  the decrease in occupancy at
      Woodland Village  Apartments to an increase in competition and an increase
      in home  purchases in the Columbia area as a result of lower home mortgage
      interest rates.

As noted under "Item 1.  Description of Business",  the real estate  industry is
highly competitive.  All of the properties are subject to competition from other
residential  apartment  complexes in the area.  The  Corporate  General  Partner
believes that all of the properties are adequately insured.  Each property is an
apartment  complex which leases units for lease terms of one year or less. As of
December 31, 2002,  no  residential  tenant  leases 10% or more of the available
rental space.  All of the  properties  are in good  condition  subject to normal
depreciation and deterioration as is typical for assets of this type and age.

Schedule of Real Estate Taxes and Rates:

Real estate taxes and rates in 2002 for each property were as follows:

                                           2002              2002
                                         Billings            Rates
                                 (in thousands)

Foxfire Apartments                        $160                3.78%
Old Salem Apartments                       110                0.76%
Woodland Village Apartments                220               34.48%
Lake Johnson Mews Apartments*               89                0.99%
The Lexington Green Apartments             249                2.47%
Millhopper Village Apartments               86                2.59%
Tar River Estates Apartments                84                1.53%

*This  property  has a fiscal  year  different  than the real  estate  tax year;
therefore, tax expense as stated in the Partnership's  Consolidated Statement of
Operations does not agree to the 2002 billings.

Capital Improvements:

Millhopper Village Apartments:  The Partnership completed  approximately $39,000
in capital  expenditures at Millhopper  Village Apartments during the year ended
December 31, 2002,  consisting  primarily of floor covering  replacement.  These
improvements   were  funded  from  operations.   The  Partnership  is  currently
evaluating the capital  improvement  needs of the property for the upcoming year
and currently expects to budget approximately $41,000.  Additional  improvements
may be considered  and will depend on the physical  condition of the property as
well as anticipated cash flow generated by the property.

Foxfire Apartments:  The Partnership completed approximately $519,000 in capital
expenditures  at Foxfire  Apartments  during the year ended  December  31, 2002,
consisting  primarily  of parking  area  resurfacing,  plumbing  and  electrical
upgrades,   counter  tops,  floor  covering  and  appliance  replacements,   and
construction  related to fires which  occurred in 2002 and 2001, as discussed in
"Note G - Casualty Events" to the consolidated  financial statements included in
"Item 7. Financial  Statements".  These  improvements were funded from insurance
proceeds and  operations.  The  Partnership is currently  evaluating the capital
improvement needs of the property for the upcoming year and currently expects to
budget approximately $80,000. Additional improvements may be considered and will
depend on the physical  condition of the  property as well as  anticipated  cash
flow generated by the property.

Lake Johnson Mews Apartments:  The Partnership completed  approximately $205,000
in capital  expenditures at Lake Johnson Mews  Apartments  during the year ended
December 31, 2002, consisting primarily of structural improvements, interior and
exterior  building   improvements,   and  floor  covering   replacement.   These
improvements were funded from replacement reserves. The Partnership is currently
evaluating the capital  improvement  needs of the property for the upcoming year
and currently expects to budget approximately $60,000.  Additional  improvements
may be considered  and will depend on the physical  condition of the property as
well as anticipated cash flow generated by the property.

Woodland Village Apartments: The Partnership completed approximately $155,000 in
capital  expenditures  at  Woodland  Village  Apartments  during  the year ended
December  31,  2002,  consisting  primarily  of  structural  upgrades,  exterior
painting,  and floor covering  replacement.  These improvements were funded from
operations and replacement reserves. The Partnership is currently evaluating the
capital  improvement  needs of the property for the upcoming  year and currently
expects  to  budget  approximately  $92,000.   Additional  improvements  may  be
considered and will depend on the physical  condition of the property as well as
anticipated cash flow generated by the property.

The Lexington Green Apartments: The Partnership completed approximately $301,000
in capital  expenditures  at Lexington  Green  Apartments  during the year ended
December 31, 2002,  consisting  primarily of  structural  upgrades,  fire safety
upgrades,  floor  covering and appliance  replacements,  cabinet  upgrades,  and
construction  related  to the  repair of the units  damaged  during a storm,  as
discussed in "Note G - Casualty Events" to the consolidated financial statements
included  in "Item 7.  Financial  Statements".  These  improvements  were funded
primarily from  operations,  replacement  reserves and insurance  proceeds.  The
Partnership  is  currently  evaluating  the  capital  improvement  needs  of the
property for the upcoming  year and  currently  expects to budget  approximately
$80,000.  Additional  improvements  may be  considered  and will  depend  on the
physical condition of the property as well as anticipated cash flow generated by
the property.

Tar River Estates Apartments: The Partnership completed approximately $1,483,000
in capital  expenditures at Tar River Estates  Apartments  during the year ended
December  31,  2002,   consisting  primarily  of  swimming  pool  and  clubhouse
construction, roof replacement,  parking area resurfacing, cabinet upgrades, and
floor covering  replacement.  These  improvements  were funded from  replacement
reserves,  operations,  and insurance  proceeds.  The  Partnership  is currently
evaluating the capital  improvement  needs of the property for the upcoming year
and currently expects to budget approximately $66,000.  Additional  improvements
may be considered  and will depend on the physical  condition of the property as
well  as  replacement  reserves  and  anticipated  cash  flow  generated  by the
property.

Old Salem  Apartments:  The  Partnership  completed  approximately  $187,000  in
capital  expenditures at Old Salem Apartments during the year ended December 31,
2002, consisting primarily of swimming pool upgrades, cabinet upgrades and floor
covering  replacement.  These  improvements  were  funded from  operations.  The
Partnership  is  currently  evaluating  the  capital  improvement  needs  of the
property for the upcoming  year and  currently  expects to budget  approximately
$109,000.  Additional  improvements  may be  considered  and will  depend on the
physical condition of the property as well as anticipated cash flow generated by
the property.

Item 3.  Legal Proceedings

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

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Corporate  General Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Corporate  General  Partner and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Corporate General Partner and affiliated defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.  The  Corporate  General  Partner  and  affiliated
defendants  oppose the motion.  On April 29,  2002,  the Court held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the current trial date of
January 13, 2003 (as well as the  pre-trial  and  discovery  cut-off  dates) and
stayed the case in its  entirety  through  November  7, 2002 so that the parties
could have an opportunity to discuss settlement.  On October 30, 2002, the court
entered an order extending the stay in effect through January 10, 2003.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action described below. The Court
has  scheduled  the hearing on  preliminary  approval  for April 4, 2003 and the
hearing on final approval for June 2, 2003.

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

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Corporate  General Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the  complaint.  Before  completing  briefing on the appeal,  the parties stayed
further proceedings in the appeal pending the Court's review of the terms of the
proposed settlement described above.

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

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

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

During the quarter ended December 31, 2002, no matter was submitted to a vote of
unit 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  had 1,681
holders of record  owning an  aggregate  of 52,538  Units at December  31, 2002.
Affiliates  of the  Corporate  General  Partner  owned 37,480 units or 71.34% at
December 31, 2002. No public trading market has developed for the Units,  and it
is not anticipated that such a market will develop in the future.

The following table sets forth the distributions made by the Partnership for the
years ended December 31, 2001 and 2002 (see "Item 6. Management's Discussion and
Analysis or Plan of Operation" for further details):

                                                       Distributions
                                                                  Per Limited
                                              Aggregate         Partnership Unit
          01/01/01 - 12/31/01               $9,520,000 (1)           $179.87
          01/01/02 - 12/31/02                6,731,000 (2)            127.13

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

(2)   Consists of $4,200,000 of proceeds from the new financing  obtained on Tar
      River Estates  Apartments,  $2,479,000 of remaining proceeds from the sale
      of a portion of land at Tar River Estates  Apartments,  and $52,000 to the
      general partner of the majority owned sub-tier limited partnership.

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the  availability of cash reserves,  property  refinancings  and/or
property sales. The Partnership's cash available for distribution is reviewed on
a monthly basis. There can be no assurance,  however,  that the Partnership will
generate sufficient funds from operations,  after required capital expenditures,
to permit any  additional  distributions  to its partners in 2003 or  subsequent
periods.  See "Item 2.  Description  of Properties - Capital  Improvements"  for
information relating to anticipated capital expenditures at the properties.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 37,480 limited partnership units in
the Partnership  representing  71.34% of the  outstanding  Units at December 31,
2002. A number of these Units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional units of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters which would include
voting on certain  amendments to the Partnership  Agreement and voting to remove
the  Corporate  General  Partner.  As a result of its ownership of 71.34% of the
outstanding  Units,  AIMCO is in a position to control all voting decisions with
respect  to  the  Partnership.  Although  the  Corporate  General  Partner  owes
fiduciary  duties to the limited  partners  of the  Partnership,  the  Corporate
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the Corporate  General  Partner,  as corporate  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Corporate General Partner to AIMCO, as its sole stockholder.

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

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

Results of Operations

The  Partnership's  net  income  for  the  year  ended  December  31,  2002  was
approximately  $1,343,000 as compared to net income of approximately  $7,100,000
for the year ended  December  31,  2001.  The decrease in net income is due to a
decrease in total revenues.  Total revenues decreased primarily due to a gain on
sale of a portion of the land at Tar River  Estates  Apartments  in October 2001
and decreases in both rental and other income, which were partially offset by an
increase  in the  recognition  of  casualty  gains.  On October  17,  2001,  the
Partnership sold a portion of land from Tar River Estates Apartments to the city
of Greenville,  North  Carolina,  for net proceeds of  approximately  $6,176,000
after a reduction for FEMA funds previously received. The Partnership realized a
gain of  approximately  $5,968,000 as a result of the sale. The Partnership used
approximately  $4,342,000 of the net proceeds to repay the mortgages encumbering
the  property.   In  addition,   the  Partnership   recorded  a  loss  on  early
extinguishment of debt of approximately  $89,000 as a result of the write-off of
unamortized  loan costs and mortgage  discounts,  which is reflected in interest
expense in the consolidated statements of operations.

Rental income decreased  primarily due to the decreases in occupancy at three of
the Partnership's  investment properties,  a decrease in the average rental rate
at six of the Partnership's  investment properties,  and an increase in bad debt
expense,  partially  offset  by  the  increase  in  occupancy  at  three  of the
investment  properties,  an  increase  in the  average  rental rate at Old Salem
Apartments,  and reduced  concessions at six properties.  Other income decreased
primarily  due to a  decrease  in  interest  income,  as a result of lower  cash
balances in interest bearing accounts,  partially offset by increases in utility
reimbursements   at  five  properties  and  lease   cancellation  fees  at  four
properties. The casualty gain recognized in 2002 is a result of casualties which
occurred  at Tar River  Estates  Apartments,  Lexington  Green  Apartments,  and
Foxfire Apartments (as discussed below). The casualty gain recognized in 2001 is
a result of the casualties at Woodland Village  Apartments,  Foxfire  Apartments
and Lexington Green Apartments (as discussed below).

Total  expenses  remained  relatively  constant  for the  comparable  periods as
increases in  depreciation,  interest and property tax expenses  were  partially
offset by decreases in both operating and general and  administrative  expenses.
Interest expense increased at Woodland Village  Apartments,  Millhopper  Village
Apartments,  Lake Johnson Mews Apartments and Tar River Estates  Apartments as a
result of an increase in their  respective  loan balances due to refinancings in
2001. In addition,  interest expense increased for Tar River Estates  Apartments
as a result of a portion of interest  costs being  capitalized  during 2001. The
increase  in  interest  expense  was  partially  offset by  scheduled  principal
payments made on the mortgages encumbering the Partnership's  properties,  which
reduced the carrying  balance of the loans and the  recognition of a loss on the
early  extinguishment  of  debt  at  Woodland  Village  Apartments,   Millhopper
Apartments,  Tar River Estates  Apartments,  and Lake Johnson Mews Apartments in
2001 (as discussed  below).  In April 2002, the Financial  Accounting  Standards
Board issued SFAS No. 145,  "Rescission  of FASB  Statements  No. 4, 44 and 64".
SFAS No. 4 "Reporting  Gains and Losses from  Extinguishment  of Debt," required
that all gains and losses  from  extinguishment  of debt be  aggregated  and, if
material, classified as an extraordinary item. SFAS No. 145 rescinds SFAS No. 4,
and  accordingly,  gains and losses from  extinguishment  of debt should only be
classified   as   extraordinary   if  they  are  unusual  in  nature  and  occur
infrequently.  Neither of these criteria apply to the Partnership.  SFAS No. 145
is effective for fiscal years  beginning after May 15, 2002, with early adoption
an option.  The  Partnership  adopted SFAS No. 145 effective April 1, 2002. As a
result, the accompanying consolidated statement of operations for the year ended
December 31, 2001 has been restated to reflect the loss on early  extinguishment
of debt at Woodland Village Apartments, Millhopper Apartments, Lake Johnson Mews
Apartments,  and Tar River Estates Apartments as interest expense.  The increase
in property tax expense is primarily  due to an increase in the assessed  values
at three properties and an increase in the tax rate at four of the Partnership's
investment   properties.   Depreciation   expense   increased   at  all  of  the
Partnership's  investment  properties as a result of property  improvements  and
replacements  placed  into  service  during the past  twelve  months.  Operating
expenses  decreased  primarily  due to decreases in  maintenance  expense at all
properties as a result of an increase in the  capitalization  of certain  direct
and indirect  costs,  primarily  payroll  related costs,  at the properties (see
"Item 7. Financial Statements,  Note A - Organization and Summary of Significant
Accounting  Policies"),  payroll related expenses at three properties,  property
management fees as a result of the decrease in rental income,  insurance expense
primarily  as a result of a  decrease  at Tar River  Estates  Apartments  due to
decreased units, and a decrease in utility expenses at Old Salem Apartments. The
decrease  in  operating   expenses  was  partially  offset  by  an  increase  in
advertising expense at Foxfire Apartments.

General and  administrative  expenses  decreased  primarily  due to decreases in
management  reimbursements  to the Corporate  General  Partner allowed under the
Partnership   Agreement  and  appraisal  fees.  Also  included  in  general  and
administrative expenses for the years ended December 31, 2002 and 2001 are costs
associated  with the  quarterly  and annual  communications  with  investors and
regulatory agencies and the annual audit required by the Partnership Agreement.

In June 2002,  Foxfire  Apartments  experienced a fire, causing damage to twelve
units. The property  incurred  damages of approximately  $515,000 as a result of
the fire.  During  the year ended  December  31,  2002,  insurance  proceeds  of
approximately  $494,000  were  received  to cover the  damage  to the  property,
including  approximately  $59,000  which was held on deposit  with the  mortgage
lender at December  31, 2002.  The  Partnership  recognized  a casualty  gain of
approximately  $394,000 after writing off the undepreciated  cost of the damaged
units.

In September 2001,  Lexington Green  Apartments was damaged by a tropical storm.
There was  extensive  damage to two units in  addition  to 36 units  with  minor
damage.  The property  incurred damages of approximately  $69,000 as a result of
the storm.  During the year ended  December  31,  2001,  insurance  proceeds  of
approximately  $52,000 were received to cover the damage to the property.  These
proceeds  were held on deposit  with the  mortgage  lender at December 31, 2001.
After writing off the undepreciated  costs of the damaged units, the Partnership
recognized  a  casualty  gain of  approximately  $33,000  during  the year ended
December 31, 2001. During the year ended December 31, 2002,  insurance  proceeds
of approximately  $69,000 were received by the  Partnership,  which included the
proceeds  held on deposit with the mortgage  lender.  The  additional  insurance
proceeds  received  resulted in an  additional  casualty  gain of  approximately
$17,000 for the year ended December 31, 2002.

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

In September  1999, Tar River Estates  Apartments was damaged by severe flooding
which  affected  certain  areas  of  North  Carolina.   The  property   incurred
approximately  $6,323,000 in damages as a result of this  flooding.  During 2001
and 2000, insurance proceeds of approximately  $5,316,000 were received to cover
lost  rents  and  damage  to the  property,  resulting  in a  casualty  gain  of
approximately  $1,662,000 in 2000. In addition,  the  Partnership  negotiated an
agreement with the city of Greenville,  North Carolina, whereby a portion of the
land was  condemned and sold to the city (as discussed  above).  Therefore,  the
apartment  units  previously  located on this land were not  reconstructed.  The
remaining damaged units have been completely  reconstructed.  An additional gain
of  approximately  $376,000 was recorded during the year ended December 31, 2002
as a  result  of  receiving  additional  insurance  proceeds.  As  part  of  the
reconstruction  process, the Partnership capitalized the portion of the interest
expense  associated  with the assets under  reconstruction  during 2001. For the
year  ended   December  31,  2001,   approximately   $114,000  of  interest  was
capitalized.

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

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

Liquidity and Capital Resources

At  December  31,  2002,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $787,000,  compared to  approximately  $6,401,000 at December 31,
2001. The decrease in cash and cash equivalents of  approximately  $5,614,000 is
due to  approximately  $7,891,000  of cash  used  in  financing  activities  and
approximately $1,587,000 of cash used in investing activities,  partially offset
by approximately $3,864,000 of cash provided by operating activities.  Cash used
in investing  activities  consisted of property  improvements and  replacements,
partially offset by insurance  proceeds received for the casualties at Tar River
Estates Apartments,  Foxfire Apartments, and Lexington Green Apartments, and net
receipts from escrow accounts  maintained by the mortgage  lender.  Cash used in
financing  activities  consisted of  distributions  to partners and, to a lesser
extent,  payments of principal on the  mortgages  encumbering  the  Registrant's
properties,  additional loan costs related to the new financing  obtained on Tar
River  Estates  Apartments  in December  2001,  and payments on advances from an
affiliate of the Corporate General Partner, partially offset by advances from an
affiliate of the Corporate General Partner.  The Partnership invests its working
capital reserves in interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the investment  properties to adequately  maintain the
physical  assets and other  operating needs of the Registrant and to comply with
Federal,  state and local,  legal and  regulatory  requirements.  The  Corporate
General  Partner  monitors  developments  in the  area of legal  and  regulatory
compliance and is studying new federal laws, including the Sarbanes-Oxley Act of
2002. The Sarbanes-Oxley Act of 2002 mandates or suggests additional  compliance
measures with regard to governance,  disclosure, audit and other areas. In light
of these changes,  the  Partnership  expects that it will incur higher  expenses
related to compliance, including increased legal and audit fees. The Partnership
is currently  evaluating the capital improvement needs of the properties for the
upcoming year and currently expects to budget approximately $528,000. Additional
improvements  may be  considered  during  2003 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  assets are thought to be sufficient  for any near-term  needs
(exclusive of capital improvements) of the Registrant. On December 28, 2001, the
Partnership  obtained  new  financing  on Tar River  Estates  Apartments.  Gross
proceeds  from the new financing  were  approximately  $5,200,000.  The new note
requires  monthly  principal and interest  payments at a fixed rate of 7.23% and
matures January 1, 2022, at which time it will be fully amortized.  The old debt
of  approximately  $4,342,000  carried  a fixed  interest  rate of 7.60% and was
repaid with proceeds from the  condemnation and sale of a portion of the land to
the city of Greenville,  North Carolina,  as discussed above.  Total capitalized
loan costs for the new mortgage were  approximately  $146,000  less  accumulated
amortization of approximately $7,000 at December 31, 2002.

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

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

The remaining  mortgage  indebtedness of approximately  $22,834,000 is amortized
over  varying  periods with  maturity  dates  ranging  from  November 1, 2019 to
January 1, 2021, at which time the loans will be fully amortized.

The  Partnership  distributed  the  following  amounts  during  the years  ended
December 31, 2002 and 2001 (in thousands, except per unit data):

<TABLE>
<CAPTION>

                                                 Per                          Per
                              Year Ended       Limited       Year Ended     Limited
                             December 31,    Partnership    December 31,  Partnership
                                 2002            Unit           2001          Unit

<S>                <C>          <C>             <C>            <C>           <C>
Financing Proceeds (1)          $4,200          $ 79.95        $   --        $    --
Sale Proceeds (2)                2,479            47.18         1,541          29.33
Refinancing proceeds (3)            --               --         6,302         119.95
Other (4)                           52               --            54             --
Operations                          --               --         1,623          30.59
   Total                        $6,731          $127.13        $9,520        $179.87
</TABLE>

(1)   From  proceeds  from  the new  financing  obtained  on Tar  River  Estates
      Apartments in December 2001.
(2)   Proceeds  from  the  sale  of a  portion  of  land  at Tar  River  Estates
      Apartments in October 2001.
(3)   From proceeds from the  refinancings  of Lake Johnson Mews  Apartments and
      Millhopper  Apartments in June 2001,  and Woodland  Village  Apartments in
      August 2001.
(4)   Distribution to the general partner of the majority owned sub-tier limited
      partnership  in  connection  with the  transfer of funds from the majority
      owned sub-tier limited partnership to the Partnership.

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the  availability of cash reserves,  property  refinancings  and/or
property sales. The Partnership's cash available for distribution is reviewed on
a monthly basis. There can be no assurance,  however,  that the Partnership will
generate  sufficient funds from operations,  after required capital  improvement
expenditures,  to permit any additional distributions to its partners in 2003 or
subsequent periods.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 37,480 limited partnership units in
the Partnership  representing  71.34% of the  outstanding  Units at December 31,
2002. A number of these Units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional units of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters which would include
voting on certain  amendments to the Partnership  Agreement and voting to remove
the  Corporate  General  Partner.  As a result of its ownership of 71.34% of the
outstanding  Units,  AIMCO is in a position to control all voting decisions with
respect  to  the  Partnership.  Although  the  Corporate  General  Partner  owes
fiduciary  duties to the limited  partners  of the  Partnership,  the  Corporate
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the Corporate  General  Partner,  as corporate  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Corporate General Partner to AIMCO, as its sole stockholder.

Critical Accounting Policies and Estimates

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

Impairment of Long-Lived Assets

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

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's  investment  properties.  These  factors  include  changes  in the
national,  regional and local economic  climate;  local  conditions,  such as an
oversupply  of  multifamily   properties;   competition   from  other  available
multifamily  property  owners and changes in market  rental  rates.  Any adverse
changes in these factors could cause an impairment in the Partnership's assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized  monthly as it is earned and
the Partnership  fully reserves all balances  outstanding  over thirty days. The
Partnership will offer rental concessions during  particularly slow months or in
response  to  heavy  competition  from  other  similar  complexes  in the  area.
Concessions are charged to income as incurred.

Item 7.  Financial Statements


SHELTER PROPERTIES V

LIST OF FINANCIAL STATEMENTS

      Report of Ernst & Young LLP, Independent Auditors

      Consolidated Balance Sheet - December 31, 2002

      Consolidated Statements of Operations - Years ended December 31, 2002 and
         2001

      Consolidated  Statements  of Changes in  Partners'  Deficit - Years  ended
      December 31, 2002 and 2001

      Consolidated Statements of Cash Flows - Years ended December 31, 2002 and
         2001

      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 December 31, 2002, and the related consolidated statements of
operations,  changes in  partners'  deficit,  and cash flows for each of the two
years in the period ended December 31, 2002. These financial  statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the consolidated financial position of Shelter Properties
V at December 31, 2002, and the  consolidated  results of its operations and its
cash flows for each of the two years in the period ended  December 31, 2002,  in
conformity with accounting principles generally accepted in the United States.

As discussed in Note A to the  consolidated  financial  statements,  in 2002 the
Partnership  adopted  Statement  of  Financial  Accounting  Standards  No.  145,
"Rescission of FASB Statements No. 4, 44 and 64". As a result,  the accompanying
consolidated  financial  statements  for  2001,  referred  to  above,  have been
restated  to conform to the  presentation  adopted  in 2002 in  accordance  with
accounting principles generally accepted in the United States.



                                                           /s/ ERNST & YOUNG LLP


Greenville, South Carolina
February 14, 2003

                              SHELTER PROPERTIES V

                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2002

<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 787
   Receivables and deposits                                                      531
   Restricted escrows                                                            401
   Other assets                                                                1,410
   Investment properties (Notes C and F):
      Land                                                    $ 4,054
      Buildings and related personal property                   82,532
                                                                86,586
      Less accumulated depreciation                            (53,121)       33,465
                                                                            $ 36,594

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 360
   Tenant security deposit liabilities                                           289
   Accrued property taxes                                                        220
   Other liabilities                                                             716
   Mortgage notes payable (Note C)                                            46,708

Partners' Deficit
   General partners                                           $   (374)
   Limited partners (52,538 units
      issued and outstanding)                                  (11,325)      (11,699)
                                                                            $ 36,594

                See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                              SHELTER PROPERTIES V

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





                                                      Years Ended December 31,
                                                          2002         2001
                                                                    (Restated)
Revenues:
 Rental income                                            $12,959     $13,238
 Other income                                               1,381       1,406
 Casualty gain (Note G)                                       787         256
 Gain on sale of land (Note B)                                 --       5,968
      Total revenues                                       15,127      20,868

Expenses:
 Operating                                                  5,474       5,843
 General and administrative                                   480         617
 Depreciation                                               3,196       2,971
 Interest                                                   3,627       3,417

 Property taxes                                             1,007         920
      Total expenses                                       13,784      13,768

Net income (Note D)                                      $  1,343    $  7,100

Net income allocated to general partners (1%)            $     13    $     71

Net income allocated to limited partners (99%)              1,330       7,029

                                                         $  1,343    $  7,100

Net income per limited partnership unit                  $  25.32    $ 133.79

Distributions per limited partnership unit               $ 127.13    $ 179.87

                See Accompanying Notes to Consolidated Financial Statements


                              SHELTER PROPERTIES V

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


<TABLE>
<CAPTION>

                                       Limited
                                       Partnership    General     Limited
                                          Units       Partners    Partners     Total

<S>                                      <C>           <C>        <C>        <C>
Original capital contributions           52,538        $   2      $ 52,538   $ 52,540

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

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

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

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

Distributions to partners                    --          (52)       (6,679)    (6,731)


Net income for the year
   ended December 31, 2002                   --           13         1,330      1,343

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

                See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                              SHELTER PROPERTIES V

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

                                                                 Years Ended
                                                                 December 31,
                                                             2002           2001

Cash flows from operating activities:
<S>                                                        <C>           <C>
  Net income                                               $  1,343      $  7,100
  Adjustments to reconcile net income to net
  cash provided by operating activities:
   Depreciation                                               3,196         2,971
   Amortization of discounts and loan costs                      84           104
   Gain on sale of land                                          --        (5,968)
   Loss on early extinguishment of debt                          --           201
   Casualty gain                                               (787)         (256)
   Bad debt expense                                             234            87
   Change in accounts:
      Receivables and deposits                                 (178)          448
      Other assets                                               (3)           16
      Accounts payable                                          (62)         (267)
      Tenant security deposit liabilities                         4             4
      Accrued property taxes                                    (65)           25
      Other liabilities                                          98             2
         Net cash provided by operating activities            3,864         4,467
Cash flows from investing activities:
   Sale proceeds received, net                                   --         6,176
   Property improvements and replacements                    (2,885)       (6,071)
   Net withdrawals from restricted escrows                      418         1,960
   Settlement for defective property improvements                --           153
   Insurance proceeds received                                  880           323
         Net cash (used in) provided by investing
         Activities                                          (1,587)        2,541
Cash flows from financing activities:
   Payments on mortgage notes payable                        (1,176)         (865)
   Loan costs paid                                               (4)       (1,016)
   Proceeds from mortgage notes payable                          --        24,592
   Repayment of mortgage notes payable                           --       (16,342)
   Partners' distributions                                   (6,731)       (9,520)
   Advances from affiliate                                       21           253
   Payments on advances from affiliate                           (1)         (253)
         Net cash used in financing activities               (7,891)       (3,151)
Net (decrease) increase in cash and cash
   Equivalents                                               (5,614)        3,857
Cash and cash equivalents at beginning of the period          6,401         2,544
Cash and cash equivalents at end of the period            $     787     $   6,401
Supplemental disclosure of cash flow information:
  Cash paid for interest                                  $   3,453     $   3,268
Supplemental disclosure of non-cash activity:
  Property improvements and replacements in accounts
    Payable                                               $     291     $     287
  Insurance proceeds on deposit with mortgage lender      $      59     $      52

At December  31,  2000,  approximately  $221,000 of  property  improvements  and
replacements were included in accounts payable.

                See Accompanying Notes to Consolidated Financial Statements
</TABLE>



                              SHELTER PROPERTIES V

                   Notes to Consolidated Financial Statements

Note A - Organization and Summary of Significant Accounting Policies

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

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

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

Allocation of Cash  Distributions:  Cash  distributions  by the  Partnership are
allocated between general and limited partners in accordance with the provisions
of the Partnership  Agreement.  The Partnership  Agreement defines net cash from
operations  as revenue  received  less  operating  expenses  paid,  adjusted for
certain  specified  items which  primarily  include  mortgage  payments on debt,
property improvements and replacements not previously reserved,  and the effects
of other  adjustments to reserves  including reserve amounts deemed necessary by
the  Corporate  General  Partner.  In the  following  notes to the  consolidated
financial  statements,  whenever "net cash from  operations" is used, it has the
aforementioned meaning. The following is a reconciliation of the subtotal in the
accompanying  consolidated statements of cash flows captioned "net cash provided
by  operating  activities"  to "net cash from  operations",  as  defined  in the
Partnership  Agreement.  However,  "net  cash  from  operations"  should  not be
considered  an  alternative  to net income as an indicator of the  Partnership's
operating performance or to cash flows as a measure of liquidity.

Reconciliation of Cash Flows:

                                                       Years Ended
                                                       December 31,
                                                   2002            2001
                                                      (in thousands)
Net cash provided by operating
   activities                                  $ 3,864         $ 4,467
  Property improvements and
   replacements                                 (2,885)         (6,071)
  Payments on mortgage notes payable            (1,176)           (865)
  Changes in reserves for net
     operating liabilities                         206            (228)
  Changes in restricted escrows, net               418           1,960

     Net cash from operations                  $   427         $  (737)

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

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

Undistributed  Net Proceeds from Sales and  Refinancings:  At December 31, 2002,
the Partnership had  undistributed  net proceeds of approximately  $735,000 from
the financing obtained on Tar River Estates Apartments in December 2001.

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

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

Any gain from property  dispositions  attributable to the excess, if any, of the
indebtedness relating to a property immediately prior to the disposition of such
property  over  the  Partnership's  adjusted  basis  in the  property  shall  be
allocated to each partner  having a negative  capital  account  balance,  to the
extent of such negative  balance.  The balance of any gain shall be treated on a
cumulative basis as if it constituted an equivalent  amount of distributable net
proceeds  and shall be  allocated  to the  general  partners  to the extent that
general  partners would have received  distributable  net proceeds in connection
therewith; the balance shall be allocated to the limited partners.  However, the
interest  of the general  partners  will be equal to at least 1% of each gain at
all times during the existence of the  Partnership.  Accordingly,  net income as
shown in the  consolidated  statements  of  operations  and changes in partners'
deficit for 2002 and 2001 was  allocated  99% to the limited  partners and 1% to
the general  partners.  Net income per limited  partnership unit was computed by
dividing  the net income  allocated  to the  limited  partners  by 52,538  units
outstanding.

Fair Value of Financial Instruments: Statement of Financial Accounting Standards
("SFAS") No. 107,  "Disclosures about Fair Value of Financial  Instruments",  as
amended by SFAS No. 119, "Disclosures about Derivative Financial Instruments and
Fair  Value  of  Financial  Instruments",  requires  disclosure  of  fair  value
information  about  financial  instruments,  whether  or not  recognized  in the
balance sheet, for which it is practicable to estimate fair value. Fair value is
defined in the SFAS as the amount at which the instruments could be exchanged in
a  current  transaction  between  willing  parties,  other  than in a forced  or
liquidation  sale.  The  Partnership  believes  that the carrying  amount of its
financial  instruments (except for long term debt) approximates their fair value
due to the short  term  maturity  of these  instruments.  The fair  value of the
Partnership's  long term debt, after  discounting the scheduled loan payments to
maturity at the  Partnership's  incremental  borrowing  rate, was  approximately
$51,629,000 at December 31, 2002.

Other  Reserves:  The Corporate  General Partner may designate a portion of cash
generated  from  operations  as "other  reserves" in  determining  net cash from
operations. The Corporate General Partner designated as other reserves an amount
equal to the net liabilities  related to the operations of apartment  properties
during the  current  fiscal  year that are  expected  to require the use of cash
during the next  fiscal  year.  The changes in other  reserves  during the years
ended December 31, 2002 and 2001 were a decrease of  approximately  $206,000 and
an increase of approximately $228,000, respectively. The amounts were determined
by  considering  changes in the  balances of  receivables  and  deposits,  other
assets, accounts payable, tenant security deposit liabilities, accrued taxes and
other  liabilities.  At this time,  the  Corporate  General  Partner  expects to
continue to adjust other reserves based on the net change in the  aforementioned
account balances.

Cash and Cash Equivalents:  Cash and cash equivalents  includes cash on hand and
in banks.  At certain  times,  the amount of cash deposited at a bank may exceed
the limit on insured deposits.  Cash balances included approximately $462,000 at
December 31, 2002 that are  maintained  by an affiliated  management  company on
behalf of affiliated entities in cash concentration accounts.

Completion  Reserve:  In conjunction with the 2001 new financing of the mortgage
at Tar River Estates Apartments, deposits were made with the mortgage company to
establish and maintain a Completion  Reserve  Account  which is  designated  for
necessary  repairs and  replacements at the property.  At December 31, 2002, the
reserve totaled approximately $124,000.

Capital Improvements Reserve: During 2001, the Partnership received a settlement
for  defective  siding  materials  which was used in a  construction  project at
Lexington  Green  Apartments  completed  during  1988.  A  reserve  account  was
established  in  2001  with  the  mortgage  lender  pending  the  completion  of
renovations  to replace the defective  materials at the  property.  All work has
been completed and is currently  awaiting  inspection at which time the mortgage
lender will release the funds. At December 31, 2002, the balance in this reserve
was approximately $226,000, including interest.

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

Loan  Costs:   Loan  costs  of   approximately   $1,437,000,   less  accumulated
amortization  of  approximately  $159,000,  are included in other assets and are
being  amortized  by  the  straight-line   method.   Additional  loan  costs  of
approximately $4,000 were capitalized during the year ended December 31, 2002 as
a result of the new  financing  obtained  at Tar  River  Estates  Apartments  on
December 28, 2001.  Amortization expense for 2002 was approximately  $84,000 and
is  included  in  interest  expense.  Amortization  expense  is  expected  to be
approximately $84,000 in 2003, $83,000 in 2004, $82,000 in 2005, $81,000 in 2006
and $80,000 in 2007.

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  and the
Partnership  fully  reserves  all  balances  outstanding  over thirty  days.  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.  Expenditures  in excess of $250 that  maintain an existing  asset
which  has a  useful  life of more  than one year  are  capitalized  as  capital
replacement  expenditures  and depreciated over the estimated useful life of the
asset.  Expenditures for ordinary  repairs,  maintenance and apartment  turnover
costs are expensed as incurred. In accordance with SFAS No. 144, "Accounting for
the  Impairment  or Disposal of  Long-Lived  Assets",  the  Partnership  records
impairment  losses on  long-lived  assets  used in  operations  when  events and
circumstances  indicate  that the assets might be impaired and the  undiscounted
cash flows  estimated to be generated by those assets are less than the carrying
amounts  of  those  assets.   Costs  of  apartment  properties  that  have  been
permanently  impaired have been written down to appraised  value.  The Corporate
General  Partner  relies  on the  annual  appraisals  performed  by the  outside
appraisers for the estimated value of the  Partnership's  properties.  There are
three  recognized  approaches or  techniques  available to the  appraiser.  When
applicable, these approaches are used to process the data considered significant
to each to arrive at separate value indications. In all instances the experience
of the  appraiser,  coupled with his objective  judgment,  plays a major role in
arriving at the  conclusions of the indicated value for which the final estimate
of value is made. The three approaches commonly known are the cost approach, the
sales comparison approach,  and the income approach.  The cost approach is often
not considered to be reliable due to the lack of land sales and the  significant
amount of depreciation and, therefore,  is often not presented.  Upon receipt of
the  appraisals,  any property  which is stated on the books of the  Partnership
above  the  estimated  value  given in the  appraisal,  is  written  down to the
estimated  value given by the  appraiser.  The  appraiser  assumes a  stabilized
occupancy at the time of the appraisal and,  therefore,  any impairment of value
is considered to be permanent by the Corporate  General Partner.  No adjustments
for  impairment of value were  recorded in the years ended  December 31, 2002 or
2001.

During 2001, AIMCO, an affiliate of the Corporate General Partner,  commissioned
a project to study process  improvement  ideas to reduce  operating  costs.  The
result of the study led to a re-engineering  of business  processes and eventual
redeployment of personnel and related capital  spending.  The  implementation of
these plans  during  2002,  accounted  for as a change in  accounting  estimate,
resulted in a refinement of the Partnership's  process for capitalizing  certain
direct and  indirect  project  costs  (principally  payroll  related  costs) and
increased  capitalization  of  such  costs  by  approximately  $193,000  in 2002
compared to 2001.

Segment Reporting: SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related  Information"  established  standards  for the way that public  business
enterprises  report  information  about operating  segments in annual  financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports.  SFAS No. 131, also established
standards for related disclosures about products and services, geographic areas,
and major  customers.  As defined in SFAS No. 131, the  Partnership has only one
reportable segment.

Advertising:  The  Partnership  expenses the costs of  advertising  as incurred.
Advertising  costs of  approximately  $164,000  and $139,000 for the years ended
December 31, 2002 and 2001,  respectively,  were charged to operating expense as
incurred.

Reclassification:  Certain reclassifications have been made to the 2001 balances
to conform to the 2002 presentation.

Recent  Accounting  Pronouncements:  In August 2001,  the  Financial  Accounting
Standards Board issued SFAS No. 144,  "Accounting for the Impairment or Disposal
of Long-Lived  Assets".  SFAS No. 144 provides accounting guidance for financial
accounting  and reporting for the  impairment or disposal of long-lived  assets.
SFAS No.  144  supersedes  SFAS  No.  121,  "Accounting  for the  Impairment  of
Long-Lived  Assets and for Long-Lived Assets to be Disposed Of". SFAS No. 144 is
effective for fiscal years  beginning  after December 15, 2001. The  Partnership
adopted  SFAS No. 144  effective  January 1, 2002.  The  adoption did not have a
material  effect on the  financial  position  or  results of  operations  of the
Partnership.

In April 2002,  the Financial  Accounting  Standards  Board issued SFAS No. 145,
"Rescission of FASB  Statements  No. 4, 44 and 64". SFAS No. 4 "Reporting  Gains
and Losses from Extinguishment of Debt," required that all gains and losses from
extinguishment  of  debt  be  aggregated  and,  if  material,  classified  as an
extraordinary item. SFAS No. 145 rescinds SFAS No. 4, and accordingly, gains and
losses from extinguishment of debt should only be classified as extraordinary if
they are  unusual in nature and occur  infrequently.  Neither of these  criteria
apply to the  Partnership.  SFAS No. 145 is effective for fiscal years beginning
after May 15, 2002, with early adoption an option. The Partnership  adopted SFAS
No. 145 effective  April 1, 2002.  As a result,  the  accompanying  consolidated
statement of operations  for the year ended  December 31, 2001 has been restated
to  reflect  the  loss on  early  extinguishment  of debt  at  Woodland  Village
Apartments,  Millhopper Apartments,  Lake Johnson Mews Apartments, and Tar River
Estates Apartments as interest expense.

Note B - Disposition of Property

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

Note C - Mortgage Notes Payable

The principal terms of mortgage notes payable are as follows:

<TABLE>
<CAPTION>

                                Principal     Monthly                           Principal
                               Balance At     Payment     Stated                 Balance
                              December 31,   Including   Interest  Maturity      Due At
Property                          2002        Interest     Rate      Date       Maturity
                                   (in thousands)                            (in thousands)

Foxfire Apartments
<S>                             <C>           <C>         <C>      <C>   <C>      <C>
 1st mortgage                   $ 6,677       $ 59        7.79%    11/01/19       $ --

Old Salem Apartments
 1st mortgage                     9,460          85       8.02%    12/01/19           --

Woodland Village Apartments
 1st mortgage                     7,812          63       7.11%    09/01/21           --

Lake Johnson Mews Apartments
 1st mortgage                     6,885          57       7.43%    07/01/21           --

The      Lexington      Green
Apartments
 1st mortgage                     6,697          55       7.22%    01/01/21           --

Millhopper Village Apartments
 1st mortgage                     4,087          34       7.43%    07/01/21           --

Tar River Estates Apartments
 1st mortgage                     5,090          41       7.23%    01/01/22           --

Total                           $46,708       $ 394                               $ --
</TABLE>

On December  28,  2001,  the  Partnership  obtained  new  financing on Tar River
Estates  Apartments.  Gross proceeds from the new financing  were  approximately
$5,200,000.  The new note requires monthly  principal and interest payments at a
fixed rate of 7.23% and matures  January 1, 2022, at which time it will be fully
amortized.  The old debt of  approximately  $4,342,000  carried a fixed interest
rate of 7.60% and was repaid with proceeds from the  condemnation  and sale of a
portion of the land to the city of Greenville,  North Carolina,  as discussed in
"Note B". Total  capitalized loan costs for the new mortgage were  approximately
$146,000,  which included  approximately $4,000 in loan costs capitalized during
the year ended December 31, 2002.

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

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

The mortgage notes payable are  non-recourse  and are secured by a pledge of the
respective  apartment  properties  and by pledge of revenues from the respective
apartment  properties.  Certain of the notes  require  prepayment  penalties  if
repaid  prior to  maturity  and  prohibit  resale of the  properties  subject to
existing indebtedness.

Scheduled  principal  payments of mortgage notes payable  subsequent to December
31, 2002 are as follows (in thousands):

                                   2003     $  1,277
                                   2004        1,377
                                   2005        1,484
                                   2006        1,599
                                   2007        1,723
                                Thereafter    39,248
                                            $ 46,708

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):

                                        2002          2001

Net income as reported                 $ 1,343       $ 7,100
Add (deduct):
     Depreciation differences           2,004         1,734
     Change in prepaid rental               4            45
     Gain from casualty and sale         (620)       (1,358)
     Other                               (310)          (21)
Federal taxable income                $ 2,421       $ 7,500

Federal taxable income per
     limited partnership unit         $ 45.61       $139.46

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

            Net liabilities as reported              $ (11,699)
            Land and buildings                          (1,176)
            Accumulated depreciation                   (18,203)
            Syndication fees                             6,747
            Other                                          214

            Net liabilities - tax basis              $ (24,117)

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.

During the years ended  December 31, 2002 and 2001,  affiliates of the Corporate
General  Partner were  entitled to receive 5% of gross  receipts from all of the
Partnership's   properties  for  providing  property  management  services.  The
Partnership paid to such affiliates  approximately $725,000 and $745,000 for the
years ended December 31, 2002 and 2001, respectively. These amounts are included
in operating expenses.

Affiliates  of  the  Corporate   General  Partner   received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $645,000 and
$1,804,000  for the  years  ended  December  31,  2002 and  2001,  respectively.
Included in these amounts are fees related to construction  management  services
provided by an  affiliate  of the  Corporate  General  Partner of  approximately
$295,000  and  $1,365,000  for the  years  ended  December  31,  2002 and  2001,
respectively. The construction management service fees are calculated based on a
percentage  of current  additions to  investment  properties.  These amounts are
included in general and administrative expenses and investment properties.

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

In accordance  with the  Partnership  Agreement,  the Corporate  General Partner
loaned  approximately  $21,000  to the  Partnership  to cover  real  estate  tax
payments and other operating  expenses  related to three  properties  during the
year ended  December  31,  2002.  Interest was accrued at the prime rate plus 2%
(6.25% at December 31, 2002). Interest expense was less than $1,000 for the year
ended  December  31,  2002.  During  the  year  ended  December  31,  2002,  the
Partnership  repaid an advance of approximately  $1,000 related to one property.
At December 31, 2002, the amount of outstanding loans was approximately $20,000.
During the year ended  December 31, 2001, the Corporate  General  Partner loaned
the  Partnership  funds to cover  reconstruction  expense  at Tar River  Estates
Apartments in the amount of approximately $253,000.  Interest was accrued at the
prime rate plus 2%. Interest expense was approximately $3,000 for the year ended
December 31, 2001.  During the year ended  December 31, 2001,  this loan balance
was repaid by the Partnership with a portion of the refinance  proceeds received
on the two  properties  that  refinanced on June 28, 2001, as discussed in "Note
C".

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated with the Corporate General Partner. During the years ended December
31,  2002 and 2001,  the  Partnership  was  charged by AIMCO and its  affiliates
approximately  $232,000 and $217,000,  respectively,  for insurance coverage and
fees associated with policy claims administration.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 37,480 limited partnership units in
the Partnership  representing  71.34% of the  outstanding  Units at December 31,
2002. A number of these Units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional units of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters which would include
voting on certain  amendments to the Partnership  Agreement and voting to remove
the  Corporate  General  Partner.  As a result of its ownership of 71.34% of the
outstanding  Units,  AIMCO is in a position to control all voting decisions with
respect  to  the  Partnership.  Although  the  Corporate  General  Partner  owes
fiduciary  duties to the limited  partners  of the  Partnership,  the  Corporate
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the Corporate  General  Partner,  as corporate  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Corporate General Partner to AIMCO, as its sole stockholder.

Note F - Investment Properties and Accumulated Depreciation

                                                     Initial Cost
                                                    To Partnership
                                                    (in thousands)

<TABLE>
<CAPTION>

                                                           Buildings        Cost
                                                          and Related   Capitalized
                                                           Personal    Subsequent to
           Description            Encumbrances    Land     Property     Acquisition
                                  (in thousands)                      (in thousands)
<S>                                  <C>         <C>        <C>           <C>
Foxfire Apartments                   $ 6,677     $ 830      $ 9,122       $ 1,778
Old Salem Apartments                   9,460        654      12,664         4,879
Woodland Village Apartments            7,812        605       9,135         4,200
Lake Johnson Mews Apartments           6,885        338       6,725         2,108
The Lexington Green Apartments         6,697      1,102       6,620         3,532
Millhopper Village Apartments          4,087        239       4,305         1,637
Tar River Estates Apartments           5,090        474       9,985         5,654
Totals                               $46,708    $ 4,242     $58,556       $23,788
</TABLE>

                               Gross Amount At Which
                                    Carried
                              At December 31, 2002
                                 (in thousands)

<TABLE>
<CAPTION>

                                    Buildings
                                       And
                                      Related                       Date of
                                     Personal          Accumulated Construc-   Date   Depreciable
          Description         Land   Property   Total  Depreciation   tion    Acquired     Life
                                                      (in thousands)
   Foxfire Apartments
<S>                          <C>      <C>      <C>      <C>       <C>  <C>   <C>   <C>  <C>
   Atlanta, Georgia          $   830  $10,900  $11,730  $ 7,640   1969-1971  07/19/83 5-30 yrs

   Old Salem Apartments
   Charlottesville, Virginia     654   17,543   18,197   12,162   1969-1971  08/25/83 5-30 yrs

   Woodland          Village
   Apartments
   Columbia, South Carolina      605   13,335   13,940    8,770      1974    09/01/83 5-30 yrs

   Lake     Johnson     Mews
   Apartments
   Raleigh, North Carolina       338    8,833    9,171    5,901   1972-1973  09/30/83 5-30 yrs

   The Lexington Green
    Apartments
   Sarasota, Florida           1,102   10,152   11,254    6,505   1973-1982  10/31/83 5-34 yrs

   Millhopper          Village
   Apartments
   Gainesville, Florida          239    5,942    6,181    4,211   1970-1976  11/22/83 5-30 yrs

   Tar     River     Estates
   Apartments
   Greenville,         North     286   15,827   16,113    7,932   1969-1972  01/18/84 5-30 yrs
   Carolina

                             $ 4,054  $82,532  $86,586  $53,121
            Totals
</TABLE>

Reconciliation of "investment properties and accumulated depreciation":

                                                            Years Ended
                                                           December 31,
                                                       2002            2001
                                                          (in thousands)
Real Estate
Balance at beginning of year                        $83,983          $78,239
    Property improvements                             2,889            6,137
    Sale of property                                     --             (208)
    Disposals of property                              (286)            (185)
Balance at end of year                              $86,586          $83,983

Accumulated Depreciation

Balance at beginning of year                        $50,111          $47,206
    Additions charged to expense                      3,196            2,971
    Disposals of property                              (186)             (66)
Balance at end of year                              $53,121          $50,111

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2002  and  2001 is  approximately  $85,138,000  and  $83,004,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December  31, 2002 and 2001 is  approximately  $71,323,000  and  $70,131,000,
respectively.

Note G - Casualty Events

In June 2002,  Foxfire  Apartments  experienced a fire, causing damage to twelve
units. The property  incurred  damages of approximately  $515,000 as a result of
the fire.  During  the year ended  December  31,  2002,  insurance  proceeds  of
approximately  $494,000  were  received  to cover the  damage  to the  property,
including  approximately  $59,000  which was held on deposit  with the  mortgage
lender at December  31, 2002.  The  Partnership  recognized  a casualty  gain of
approximately  $394,000 after writing off the undepreciated  cost of the damaged
units.

In September 2001,  Lexington Green  Apartments was damaged by a tropical storm.
There was  extensive  damage to two units in  addition  to 36 units  with  minor
damage.  The property  incurred damages of approximately  $69,000 as a result of
the storm.  During the year ended  December  31,  2001,  insurance  proceeds  of
approximately  $52,000 were received to cover the damage to the property.  These
proceeds  were held on deposit  with the  mortgage  lender at December 31, 2001.
After writing off the undepreciated  costs of the damaged units, the Partnership
recognized  a  casualty  gain of  approximately  $33,000  during  the year ended
December 31, 2001. During the year ended December 31, 2002,  insurance  proceeds
of approximately  $69,000 were received by the  Partnership,  which included the
proceeds  held on deposit with the mortgage  lender.  The  additional  insurance
proceeds  received  resulted in an  additional  casualty  gain of  approximately
$17,000 for the year ended December 31, 2002.

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

In September  1999, Tar River Estates  Apartments was damaged by severe flooding
which  affected  certain  areas  of  North  Carolina.   The  property   incurred
approximately  $6,323,000 in damages as a result of this  flooding.  During 2001
and 2000, insurance proceeds of approximately  $5,316,000 were received to cover
lost  rents  and  damage  to the  property,  resulting  in a  casualty  gain  of
approximately  $1,662,000 in 2000. In addition,  the  Partnership  negotiated an
agreement with the city of Greenville,  North Carolina, whereby a portion of the
land was  condemned and sold to the city (as discussed  above).  Therefore,  the
apartment  units  previously  located on this land were not  reconstructed.  The
remaining damaged units have been completely  reconstructed.  An additional gain
of  approximately  $376,000 was recorded during the year ended December 31, 2002
as a  result  of  receiving  additional  insurance  proceeds.  As  part  of  the
reconstruction  process, the Partnership capitalized the portion of the interest
expense  associated  with the assets under  reconstruction  during 2001. For the
year  ended   December  31,  2001,   approximately   $114,000  of  interest  was
capitalized.

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

Note H - Legal Proceedings

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

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Corporate  General Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Corporate  General  Partner and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Corporate General Partner and affiliated defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.  The  Corporate  General  Partner  and  affiliated
defendants  oppose the motion.  On April 29,  2002,  the Court held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the current trial date of
January 13, 2003 (as well as the  pre-trial  and  discovery  cut-off  dates) and
stayed the case in its  entirety  through  November  7, 2002 so that the parties
could have an opportunity to discuss settlement.  On October 30, 2002, the court
entered an order extending the stay in effect through January 10, 2003.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action described below. The Court
has  scheduled  the hearing on  preliminary  approval  for April 4, 2003 and the
hearing on final approval for June 2, 2003.

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

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Corporate  General Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the  complaint.  Before  completing  briefing on the appeal,  the parties stayed
further proceedings in the appeal pending the Court's review of the terms of the
proposed settlement described above.

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

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 I - Subsequent Event

On January 18, 2003,  there was a fire at Tar River Estates  Apartments  causing
damage to eight units. It is estimated that the property has incurred damages of
approximately  $545,000. It is expected that the damage will be fully covered by
insurance proceeds.


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

         None.

                                    PART III

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

The Registrant has no officers or directors. The general partner responsible for
management of the  Partnership's  business is Shelter Realty V Corporation  (the
"Corporate General Partner"). The names and ages of, as well as the position and
offices held by, the present  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              45    Executive Vice President and Director

Paul J. McAuliffe            46    Executive Vice President and Chief
                                      Financial Officer

Thomas C. Novosel            44    Senior Vice President and Chief Accounting
                                     Officer

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,  where he is  responsible  for  continuous
improvement,  acquisitions of partnership securities,  consolidation of minority
interests,  and corporate and other  acquisitions.  Prior to joining AIMCO,  Mr.
Foye was a Merger and  Acquisitions  Partner in the law firm of  Skadden,  Arps,
Slate, Meagher & Flom LLP from 1989 to 1998.

Paul J. McAuliffe has been Executive Vice President and Chief Financial  Officer
of the Corporate  General Partner since April 1, 2002. Mr.  McAuliffe has served
as Executive  Vice  President of AIMCO since  February 1999 and Chief  Financial
Officer of AIMCO since  October 1999.  From May 1996 until he joined AIMCO,  Mr.
McAuliffe was Senior Managing Director of Secured Capital Corp.

Thomas C. Novosel has been Senior Vice President and Chief Accounting Officer of
the Corporate  General  Partner since April 1, 2002.  Mr.  Novosel has served as
Senior Vice  President and Chief  Accounting  Officer of AIMCO since April 2000.
From October 1993 until he joined  AIMCO,  Mr.  Novosel was a partner at Ernst &
Young LLP, where he served as the director of real estate advisory  services for
the  southern  Ohio  Valley  area  offices  but did not work on any  assignments
related to AIMCO or the Partnership.

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

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

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

The executive  officers and director of the Corporate  General Partner discussed
with the  Partnership's  independent  auditors  the overall  scope and plans for
their audit. In reliance on the reviews and discussions  referred to above,  the
executive  officers and director of the Corporate  General Partner have approved
the  inclusion of the audited  financial  statements  in the Form 10-KSB for the
year  ended  December  31,  2002 for filing  with the  Securities  and  Exchange
Commission.

The Corporate  General Partner has reappointed  Ernst & Young LLP as independent
auditors to audit the financial statements of the Partnership for 2003. Fees for
2002 were  audit  services  of  approximately  $75,000  and  non-audit  services
(principally tax-related) of approximately $36,000.

Item 10. Executive Compensation

Neither the officers nor director of the Corporate  General Partner received any
remuneration from the Registrant.

Item 11. Security Ownership of Certain Beneficial Owners and Management

Except as noted below, no person or entity was known by the Registrant to be the
beneficial  owner  of  more  than 5% of the  Limited  Partnership  Units  of the
Registrant as of December 31, 2002.

Entity                                  Number of Units      Percentage

Cooper River Properties, LLC
 (an affiliate of AIMCO)                      2,722             5.18%
Insignia Properties LP
 (an affiliate of AIMCO)                     20,144            38.34%
AIMCO Properties LP
 (an affiliate of AIMCO)                     14,614            27.82%

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 Stanford  Place 3, 4582 S. Ulster St.  Parkway,  Suite 1100,  Denver,
Colorado 80237.

No director or officer of the  Corporate  General  Partner  owns any Units.  The
Corporate  General  Partner  owns 100  Units  as  required  by the  terms of the
Partnership Agreement governing the Partnership.  AIMCO Properties LP, the other
general partner acquired 556 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.

During the years ended  December 31, 2002 and 2001,  affiliates of the Corporate
General  Partner were  entitled to receive 5% of gross  receipts from all of the
Partnership's   properties  for  providing  property  management  services.  The
Partnership paid to such affiliates  approximately $725,000 and $745,000 for the
years ended December 31, 2002 and 2001, respectively. These amounts are included
in operating expenses.

Affiliates  of  the  Corporate   General  Partner   received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $645,000 and
$1,804,000  for the  years  ended  December  31,  2002 and  2001,  respectively.
Included in these amounts are fees related to construction  management  services
provided by an  affiliate  of the  Corporate  General  Partner of  approximately
$295,000  and  $1,365,000  for the  years  ended  December  31,  2002 and  2001,
respectively. The construction management service fees are calculated based on a
percentage  of current  additions to  investment  properties.  These amounts are
included in general and administrative expenses and investment properties.

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

In accordance  with the  Partnership  Agreement,  the Corporate  General Partner
loaned  approximately  $21,000  to the  Partnership  to cover  real  estate  tax
payments and other operating  expenses  related to three  properties  during the
year ended  December  31,  2002.  Interest was accrued at the prime rate plus 2%
(6.25% at December 31, 2002). Interest expense was less than $1,000 for the year
ended  December  31,  2002.  During  the  year  ended  December  31,  2002,  the
Partnership  repaid an advance of approximately  $1,000 related to one property.
At December 31, 2002, the amount of outstanding loans was approximately $20,000.
During the year ended  December 31, 2001, the Corporate  General  Partner loaned
the  Partnership  funds to cover  reconstruction  expense  at Tar River  Estates
Apartments in the amount of approximately $253,000.  Interest was accrued at the
prime rate plus 2%. Interest expense was approximately $3,000 for the year ended
December 31, 2001.  During the year ended  December 31, 2001,  this loan balance
was repaid by the Partnership with a portion of the refinance  proceeds received
on the two properties that refinanced on June 28, 2001.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated with the Corporate General Partner. During the years ended December
31,  2002 and 2001,  the  Partnership  was  charged by AIMCO and its  affiliates
approximately  $232,000 and $217,000,  respectively,  for insurance coverage and
fees associated with policy claims administration.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 37,480 limited partnership units in
the Partnership  representing  71.34% of the  outstanding  Units at December 31,
2002. A number of these Units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional units of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters which would include
voting on certain  amendments to the Partnership  Agreement and voting to remove
the  Corporate  General  Partner.  As a result of its ownership of 71.34% of the
outstanding  Units,  AIMCO is in a position to control all voting decisions with
respect  to  the  Partnership.  Although  the  Corporate  General  Partner  owes
fiduciary  duties to the limited  partners  of the  Partnership,  the  Corporate
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a result,  the duties of the Corporate  General  Partner,  as corporate  general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the Corporate General Partner to AIMCO, as its sole stockholder.

Item 13. Exhibits and Reports on Form 8-K

         (a)   Exhibits:

               See Exhibit Index

          b) Reports on Form 8-K:

               None filed during the fourth  quarter of the year ended  December
31, 2002.

Item 14.    Controls and Procedures

The principal executive officer and principal financial officer of the Corporate
General Partner, who are the equivalent of the Partnership's principal executive
officer and principal financial officer,  respectively,  have, within 90 days of
the filing  date of this  annual  report,  evaluated  the  effectiveness  of the
Partnership's  disclosure  controls and  procedures  (as defined in Exchange Act
Rules 13a-14(c) and 15d-14(c)) and have determined that such disclosure controls
and  procedures  are  adequate.  There have been no  significant  changes in the
Partnership's  internal  controls or in other  factors that could  significantly
affect the  Partnership's  internal  controls since the date of evaluation.  The
Partnership does not believe any significant deficiencies or material weaknesses
exist in the Partnership's internal controls. Accordingly, no corrective actions
have been taken.

                                   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/Thomas C. Novosel
                                         Thomas C. Novosel
                                         Senior Vice President and
                                         Chief Accounting Officer

                              Date: March 28, 2003

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: March 28, 2003
Patrick J. Foye           and Director


/s/Thomas C. Novosel      Senior Vice President and   Date: March 28, 2003
Thomas C. Novosel         Chief Accounting Officer



                                  CERTIFICATION


I, Patrick J. Foye, certify that:


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


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


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


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities,  particularly  during the period in which this annual  report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      annual report (the "Evaluation Date"); and


      c) Presented in this annual report our conclusions about the effectiveness
      of the disclosure  controls and  procedures  based on our evaluation as of
      the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date:  March 28, 2003

                                    /s/Patrick J. Foye
                                    Patrick J. Foye
                                    Executive Vice President of Shelter Realty V
                                    Corporation,   equivalent   of   the   chief
                                    executive officer of the Partnership

                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


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


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


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


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities,  particularly  during the period in which this annual  report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      annual report (the "Evaluation Date"); and


      c) Presented in this annual report our conclusions about the effectiveness
      of the disclosure  controls and  procedures  based on our evaluation as of
      the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date:  March 28, 2003

                                    /s/Paul J. McAuliffe
                                    Paul J. McAuliffe
                                    Executive Vice President and Chief Financial
                                    Officer  of  Shelter  Realty V  Corporation,
                                    equivalent of the chief financial officer of
                                    the Partnership


                                  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.

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

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

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

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

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

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

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

      (iv) Contracts related to sale of property:

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

99   Certification of Chief Executive Officer and Chief Financial Officer.

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).

Exhibit 99


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


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

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

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


                                    /s/Patrick J. Foye
                              Name: Patrick J. Foye
                              Date: March 28, 2003


                                    /s/Paul J. McAuliffe
                              Name: Paul J. McAuliffe
                              Date: March 28, 2003

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