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

                                  Form 10-QSB/A

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

                 For the quarterly period ended September 30, 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 0-12438


                        REAL ESTATE ASSOCIATES LIMITED V
                       (A California Limited Partnership)


          California                                           95-3768810
(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)


                                Explanatory Note

This document amends the Form 10-QSB for the quarter ended September 30, 2002 to
properly  reflect  the  Partnership's   application  of  the  equity  method  of
accounting  and to include  financial  statements  that have been reviewed by an
independent  accountant  as required by Rule  10-01(d) of  Regulation  S-X.  The
Partnership  incorrectly  recognized equity in income of limited partnerships in
the amount of $64,203 during the three and nine months ended September 30, 2002,
resulting in an  overstatement of net income for the three and nine months ended
September  30,  2002 and a  corresponding  overstatement  of the  investment  in
limited  partnerships  and partners' equity as of September 30, 2002. This error
has been  corrected  in the  restated  financial  statements.  This  document is
accompanied by the certifications required by the Sarbanes-Oxley Act of 2002 and
Rules 13a-14 and 15d-14  promulgated under the Securities  Exchange Act of 1934,
as amended.



                        REAL ESTATE ASSOCIATES LIMITED V
                       (a California limited partnership)

                             INDEX TO FORM 10-QSB/A

                    FOR THE QUARTER ENDED SEPTEMBER 30, 2002




PART I.     FINANCIAL INFORMATION

      ITEM 1.     FINANCIAL STATEMENTS

                  Balance Sheet September 30, 2002                             1

                  Statements of Operations,
                    Three and Nine Months Ended September 30, 2002 and 2001    2

                  Statement of Partners' (Deficit) Equity,
                    Nine Months Ended September 30, 2002                       3

                  Statements of Cash Flows,
                    Nine Months Ended September 30, 2002 and 2001              4

                  Notes to Financial Statements                                5

      ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
                  OF OPERATION                                                10

      ITEM 3.     CONTROLS AND PROCEDURES                                     12

PART II.    OTHER INFORMATION

      ITEM 1.     LEGAL PROCEEDINGS                                           13

      ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K                            13

      SIGNATURES                                                              14

      CERTIFICATIONS                                                          15

      EXHIBIT                                                                 17

                         PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS



                        REAL ESTATE ASSOCIATES LIMITED V
                       (a California limited partnership)

                                  BALANCE SHEET

                               SEPTEMBER 30, 2002
                                   (Unaudited)
                                    Restated

<TABLE>

                       ASSETS

<S>                                       <C>                              <C>
Investments in limited partnerships (Note 2)                               $ 758,733
Cash and cash equivalents                                                    294,911

         Total assets                                                     $1,053,644

     LIABILITIES AND PARTNERS' (DEFICIT) EQUITY

Liabilities:
   Accounts payable and accrued expenses                                   $ 29,547

Contingencies (Note 4)

Partners' (deficit) equity:
  General partners                                      $ (147,103)
  Limited partners                                       1,171,200         1,024,097

         Total liabilities and partners' (deficit)
           equity                                                         $1,053,644


     The accompanying notes are an integral part of these financial statements.
</TABLE>

                        REAL ESTATE ASSOCIATES LIMITED V
                       (a California limited partnership)

                            STATEMENTS OF OPERATIONS

          FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                   (Unaudited)


<TABLE>
<CAPTION>

                                              Three Months Ended           Nine Months Ended
                                                 September 30,               September 30,
                                              2002          2001           2002          2001
                                           (Restated)                   (Restated)
<S>                                           <C>          <C>           <C>           <C>
Interest income                               $ 601        $ 2,401       $ 1,821       $ 11,376

Operating Expenses:
  Management fees - partners (Note 3)          10,479        10,479        31,437         31,438
  General and administrative (Note 3)           1,180         7,803        10,932         31,492
  Legal and accounting                         16,819        15,150        38,071         51,674
        Total operating expenses               28,478        33,432        80,440        114,604

Loss from Partnership operations              (27,877)      (31,031)      (78,619)      (103,228)
Distributions from limited partnerships
  recognized as income (Note 2)                    --         6,523         8,136          6,523
Equity in income of limited
  partnerships and amortization of
  acquisition costs (Note 2)                       --        69,745        96,743        194,447

Net (loss) income                           $ (27,877)    $ 45,237       $ 26,260      $ 97,742

Net (loss) income allocated to general
  partners (1%)                              $ (279)        $ 452         $ 262          $ 977
Net (loss) income allocated to limited
  partners (99%)                              (27,598)       44,785        25,998         96,765

                                            $ (27,877)    $ 45,237       $ 26,260      $ 97,742
Net (loss) income per limited
  partnership interest (Note 1)               $ (3)          $ 6           $ 3           $ 12

     The accompanying notes are an integral part of these financial statements.
</TABLE>

                        REAL ESTATE ASSOCIATES LIMITED V
                       (a California limited partnership)

                     STATEMENT OF PARTNERS' (DEFICIT) EQUITY

                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
                                   (Unaudited)
                                    Restated

<TABLE>
<CAPTION>


                                        General          Limited
                                       Partners          Partners          Total

<S>                                                          <C>
Partnership interests                                        7,808

Partners' (deficit) equity,
  January 1, 2002                     $ (147,365)       $1,145,202       $ 997,837

Net income for the nine months
  ended September 30, 2002                   262            25,998           26,260

Partners' (deficit) equity,
  September 30, 2002                  $ (147,103)       $1,171,200       $1,024,097

     The accompanying notes are an integral part of these financial statements.
</TABLE>

                        REAL ESTATE ASSOCIATES LIMITED V
                       (a California limited partnership)

                            STATEMENTS OF CASH FLOWS

               FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                       2002            2001
CASH FLOWS FROM OPERATING ACTIVITIES:                                Restated
<S>                                                                  <C>             <C>
  Net income                                                         $ 26,260        $ 97,742
  Adjustments to reconcile net income to net cash
   used in operating activities:
     Equity in income of limited partnerships and amortization
      of acquisition costs                                            (96,743)       (194,447)
     Increase (decrease) in:
     Accounts payable and accrued expenses                            (14,740)         13,766
         Net cash used in operating activities                        (85,223)        (82,939)

Cash flows PROVIDED BY investing activities:
  Distributions from limited partnerships recognized as a
   return of capital                                                       --         118,099

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                  (85,223)         35,160
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                        380,134         386,033

CASH AND CASH EQUIVALENTS, END OF PERIOD                            $ 294,911       $ 421,193

     The accompanying notes are an integral part of these financial statements.
</TABLE>
                        REAL ESTATE ASSOCIATES LIMITED V
                       (a California limited partnership)

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

The information  contained in the following notes to the financial statements is
condensed  from  that  which  would  appear  in  the  annual  audited  financial
statements;  accordingly,  the financial  statements  included  herein should be
reviewed in conjunction with the financial  statements and related notes thereto
contained in the annual report for the year ended  December 31, 2001 prepared by
Real Estate Associates Limited V (the "Partnership"). Accounting measurements at
interim dates inherently involve greater reliance on estimates than at year end.
The results of operations for the interim periods  presented are not necessarily
indicative of the results for the entire year.

In  the  opinion  of  the  Partnership,  the  accompanying  unaudited  financial
statements  contain all adjustments  (consisting  primarily of normal  recurring
accruals) necessary to present fairly the financial position as of September 30,
2002,  and the results of operations and changes in cash flows for the three and
nine months ended September 30, 2002 and 2001.

The general  partners  have a one percent  interest in profits and losses of the
Partnership.  The limited  partners have the remaining 99 percent interest which
is allocated in  proportion  to their  respective  individual  investments.  The
general partners of the Partnership are National  Partnership  Investments Corp.
("NAPICO"  or  the  "Corporate   General  Partner")  and  National   Partnership
Investment Associates II.

On December 3, 2001, Casden Properties Inc., entered into a merger agreement and
certain other  transaction  documents with  Apartment  Investment and Management
Company,  a Maryland  corporation  ("AIMCO")  and  certain of its  subsidiaries,
pursuant to which, on March 11, 2002, AIMCO acquired Casden  Properties Inc. and
its  subsidiaries,  including  100% of the stock of  NAPICO.  Prior to March 11,
2002, Casden  Properties Inc. owned a 95.25% economic  interest in NAPICO,  with
the balance owned by Casden Investment Corporation ("CIC"). CIC, which is wholly
owned by Alan I. Casden,  owned 95% of the voting common stock of NAPICO,  prior
to March 11, 2002.

Basis of Presentation

The  accompanying  financial  statements  have been prepared in conformity  with
accounting principles generally accepted in the United States of America.

Cash and Cash Equivalents

Cash and cash  equivalents  consist of cash and money market mutual  funds.  The
Partnership  has its cash and cash  equivalents on deposit with one money market
fund which is uninsured.

Method of Accounting for Investment in Limited Partnerships

The  investment in limited  partnerships  is accounted for on the equity method.
Acquisition,  selection  and  other  costs  related  to the  acquisition  of the
projects  are  capitalized  as  part of the  investment  balance  and are  being
amortized by the straight line method over the estimated lives of the underlying
assets, which is generally 30 years.

Net Income Per Limited Partnership Interest

Net income per limited partnership interest was computed by dividing the limited
partners'  share of net income by the number of  limited  partnership  interests
outstanding during the period. The number of limited  partnership  interests was
7,808 for the periods presented.

Impairment of Long-Lived Assets

The  Partnership  reviews  long-lived  assets to determine if there has been any
permanent  impairment whenever events or changes in circumstances  indicate that
the  carrying  amount  of the asset  may not be  recoverable.  If the sum of the
expected future cash flows is less than the carrying  amount of the assets,  the
Partnership recognizes an impairment loss.

Recent Accounting Pronouncements

In  January  2003,  the  FASB  issued  FASB  Interpretation  No.  46  ("FIN46"),
Consolidation of Variable  Interest  Entities,  an Interpretation of ARB No. 51.
FIN46 requires  certain  variable  interest  entities to be  consolidated by the
primary  beneficiary of the entity if the equity  investors in the entity do not
have the  characteristics  of a  controlling  financial  interest or do not have
sufficient  equity at risk for the  entity to  finance  its  activities  without
additional subordinated financial support from other parties. FIN46 is effective
for all new variable  interest  entities  created or acquired  after January 31,
2003. For variable  interest  entities  created or acquired prior to February 1,
2003,  the  provisions  of FIN46 must be applied for the first interim or annual
period  beginning after June 15, 2003. The  Partnership is currently  evaluating
the  effect,  if any,  that the  adoption  of FIN46 will have on its  results of
operations and financial condition.

NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS

As of September 30, 2002, the Partnership holds limited partnership interests in
three  limited  partnerships("Local  Limited  Partnerships").  The Local Limited
Partnerships  owned,  as of September  30, 2002,  residential  low income rental
projects consisting of 228 apartment units. The mortgage loans of these projects
are payable to or insured by various governmental agencies.

The Partnership  incorrectly recognized equity in income of limited partnerships
in the amount of $64,203  during the three and nine months ended  September  30,
2002,  resulting in an overstatement of net income for the three and nine months
ended September 30, 2002 and a corresponding  overstatement of the investment in
limited  partnerships  and partners' equity as of September 30, 2002. This error
has been corrected in the restated financial statements.

The  following  table  sets forth the  adjustments  to the  balance  sheet as of
September  30,  2002 and the  statements  of  operations  for the three and nine
months  ended  September  30,  2002.  The only  financial  statement  line items
included  here are those that have been restated  from the  originally  reported
amounts.

<TABLE>
<CAPTION>

                                                         As of September 30, 2002
                                                      As previously
                                                        reported        As restated
Balance sheet data:
<S>                                                    <C>               <C>
Investments in limited partnerships                    $  822,936        $  758,733
Total assets                                            1,117,847         1,053,644
Partners' equity                                        1,088,300         1,024,097
Total liabilities and partners' (deficit)
 equity                                                 1,117,847         1,053,644
</TABLE>

<TABLE>
<CAPTION>

                                     Three Months Ended            Nine Months Ended
                                     September 30, 2002            September 30, 2002
                                 As previously                As previously
                                   reported      As restated     reported     As restated

Equity in income of
 limited partnerships and
<S>                             <C>             <C>            <C>            <C>
 amortization costs             $ 64,203        $     --       $160,946       $  96,743
Net income (loss)                 36,326         (27,877)        90,463          26,260
Net income (loss) allocated
 to general partners                 363            (279)           905             262
Net income (loss) allocated
 to limited partners              35,963         (27,598)        89,558          25,998
Net income (loss) per limited
 partnership interest                  5              (3)            11               3
</TABLE>

The  Partnership,  as a limited  partner,  does not  exercise  control  over the
activities and operations,  including  refinancing or selling decisions,  of the
Local  Limited  Partnerships.  Accordingly,  the  Partnership  accounts  for its
investments  in the Local  Limited  Partnerships  using the equity  method.  The
Partnership  is allocated  profits and losses of the Local Limited  Partnerships
based upon its respective ownership percentage of 99%.  Distributions of surplus
cash  from  operations  from two of the three  Local  Limited  Partnerships  are
restricted by the Local Limited  Partnerships'  Regulatory  Agreements  with the
United  States  Department  of  Housing  and Urban  Development  ("HUD").  These
restrictions  limit the distribution to 6% of the initial invested capital.  The
excess surplus cash is deposited into a residual receipts reserve,  of which the
ultimate  realization by the Partnership is uncertain as HUD frequently  retains
it upon sale or  dissolution  of the  Local  Partnership.  For the  third  Local
Limited  Partnership  distributions  of  surplus  cash are not  restricted.  The
Partnership  is  allocated  profits and losses and receives  distributions  from
refinancings  and  sales in  accordance  with the  Local  Limited  Partnerships'
partnership  agreements.   These  agreements  usually  limit  the  Partnership's
distributions to an amount  substantially less than its ownership  percentage in
the Local Limited Partnership.


The individual  investments are carried at cost plus the Partnership's  share of
the Local  Limited  Partnership's  profits less the  Partnership's  share of the
Local Limited  Partnership's  losses,  distributions and impairment charges. See
"Note 1 -  Organization  and Summary of Significant  Accounting  Policies" for a
description of the impairment  policy. The Partnership is not legally liable for
the obligations of the Local Limited Partnerships and is not otherwise committed
to provide additional support to them.  Therefore,  it does not recognize losses
once its  investment  in each of the Local  Limited  Partnerships  reaches zero.
Distributions  from  the  Local  Limited  Partnerships  are  accounted  for as a
reduction of the investment  balance until the investment  balance is reduced to
zero.  When  the  investment  balance  has  been  reduced  to  zero,  subsequent
distributions  received are recognized as income in the accompanying  statements
of operations.

For those  investments  where the  Partnership  has determined that the carrying
value  of its  investments  approximates  the  estimated  fair  value  of  those
investments,  the  Partnership's  policy is to recognize equity in income of the
Local  Limited  Partnerships  only to the extent of  distributions  received and
amortization  of  acquisition  costs  from  those  Local  Limited  Partnerships.
Therefore,  the  Partnership  limits its  recognition of equity  earnings to the
amount it expects to ultimately realize.

As of  September  30,  2002,  the  investment  balance in two of the three Local
Limited Partnerships had been reduced to zero.

The following is a summary of the investments in Local Limited  Partnerships for
the nine months ended September 30, 2002:


           Balance, beginning of period                   $ 661,990
           Amortization of acquisition costs                 (4,188)
           Equity in income of Local Limited                100,931
             Partnerships

           Balance, end of period                         $ 758,733

The  following  are  unaudited  condensed,   combined  estimated  statements  of
operations  for the three and nine months ended  September 30, 2002 and 2001 for
the Local Limited Partnerships in which the Partnership has invested:

<TABLE>
<CAPTION>

                               Three Months Ended              Nine Months Ended
                                 September 30,                   September 30,
                              2002           2001             2002            2001
Revenues
<S>                        <C>             <C>             <C>             <C>
  Rental and other         $ 774,000       $ 784,000       $2,322,000      $2,352,000

Expenses
  Depreciation                 82,000         78,000          248,000         234,000
  Interest                    299,000        303,000          899,000         909,000
  Operating                   305,000        283,000          913,000         849,000

                              686,000        664,000        2,060,000       1,992,000

Net income                  $ 88,000       $ 120,000       $ 262,000       $ 360,000
</TABLE>

Under recent adopted law and policy, the United States Department of Housing and
Urban  Development  ("HUD") has determined  not to renew the Housing  Assistance
Payment  ("HAP")  Contracts  on a long  term  basis on the  existing  terms.  In
connection with renewals of the HAP Contracts under such new law and policy, the
amount of rental  assistance  payments under renewed HAP Contracts will be based
on market rentals instead of above market  rentals,  which may be the case under
existing HAP Contracts.  The payments under the renewed HAP Contracts may not be
in an amount  that  would  provide  sufficient  cash  flow to  permit  owners of
properties  subject to HAP  Contracts to meet the debt service  requirements  of
existing  loans  insured by the Federal  Housing  Administration  ("FHA") of HUD
unless such mortgage loans are  restructured.  In order to address the reduction
in payments under HAP Contracts as a result of this new policy, the Multi-family
Assisted Housing Reform and  Affordability  Act of 1997 ("MAHRAA")  provides for
the  restructuring  of  mortgage  loans  insured  by the  FHA  with  respect  to
properties  subject  to the  Section 8 program.  Under  MAHRAA,  an  FHA-insured
mortgage  loan can be  restructured  into a first  mortgage  loan  which will be
amortized on a current basis and a low interest second mortgage loan, payable to
FHA,  which will only be payable on maturity of the first  mortgage  loan.  This
restructuring  results in a  reduction  in annual debt  service  payments by the
owner of the FHA-insured mortgage loan and is expected to result in an insurance
payment from FHA to the holder of the  FHA-insured  loan due to the reduction in
the principal amount. MAHRAA also phases out project-based subsidies on selected
properties  serving  families not located in rental markets with limited supply,
converting such subsidies to a tenant-based subsidy.

When the HAP  Contracts are subject to renewal,  there can be no assurance  that
the Local Limited  Partnerships  in which the Partnership has an investment will
be permitted to restructure its mortgage indebtedness under MAHRAA. In addition,
the  economic  impact  on the  Partnership  of the  combination  of the  reduced
payments  under  the  HAP  Contracts  and  the  restructuring  of  the  existing
FHA-insured mortgage loans under MAHRAA is uncertain.

NOTE 3 - TRANSACTIONS WITH AFFILIATED PARTIES

Under the terms of the Restated  Certificate and Agreement of Limited  Partners,
the Partnership is obligated to NAPICO for an annual management fee equal to 0.4
percent of the original  invested assets of the limited  partnerships.  Invested
assets are defined as the costs of acquiring  project  interests,  including the
proportionate  amount  of  the  mortgage  loans  related  to  the  Partnership's
interests in the capital  accounts of the respective  partnerships.  The fee was
approximately  $31,400 for both the nine month periods ended  September 30, 2002
and 2001.

The Partnership  reimburses NAPICO for certain expenses.  The reimbursement paid
to  NAPICO  was  approximately  $3,500  for both the nine  month  periods  ended
September  30, 2002 and 2001,  and is  included  in general  and  administrative
expense.

AIMCO  and its  affiliates  as of  September  30,  2002  do not own any  limited
partnership  interests (the "Units") in the Partnership.  A Unit consists of two
limited  partnership  interests.  On September  16, 2002,  an affiliate of AIMCO
commenced  a tender  offer to purchase  up to fifty  percent of the  Partnership
interests for a purchase price of $129.00 per Unit in cash. The offer expired on
November 11,  2002,  at which time an affiliate of AIMCO had acquired a total of
652 Units (or 1,304 limited partnership interests),  representing  approximately
16.70% of the  outstanding  Units.  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.  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.  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 4 - CONTINGENCIES

On August 27, 1998, two investors holding an aggregate of eight units of limited
partnership  interests  in Real Estate  Associates  Limited  III (an  affiliated
partnership in which NAPICO is the corporate  general partner) and two investors
holding an  aggregate  of five units of limited  partnership  interests  in Real
Estate Associates Limited VI (another affiliated  partnership in which NAPICO is
the corporate general partner) commenced an action in the United States District
Court for the Central District of California against the Partnership, NAPICO and
certain other  defendants.  The complaint  alleged that the defendants  breached
their  fiduciary  duty  to  the  limited  partners  of  certain  NAPICO  managed
partnerships  and  violated  securities  laws by  making  materially  false  and
misleading statements in the consent solicitation statements sent to the limited
partners  of  such  partnerships   relating  to  approval  of  the  transfer  of
partnership interests in limited partnerships, owning certain of the properties,
to affiliates of Casden  Properties  Inc.,  organized by an affiliate of NAPICO.
The plaintiffs  sought  equitable  relief,  as well as compensatory  damages and
litigation  related costs.  On August 4, 1999, one investor  holding one unit of
limited  partnership  interest in Housing Programs  Limited (another  affiliated
partnership  in which  NAPICO is the  corporate  general  partner)  commenced  a
virtually  identical  action in the United States District Court for the Central
District  of  California  against  the  Partnership,  NAPICO and  certain  other
entities.  The second action was subsumed in the first action, and was certified
as a  class  action.  On  August  21,  2001,  plaintiffs  filed  a  supplemental
complaint,  which added new claims,  including a  rescission  of the transfer of
partnership  interests  and an  accounting.  The matter was tried in October and
November  2002. In November  2002, the jury returned  special  verdicts  against
NAPICO and certain other defendants in the amount of approximately $25.2 million
for  violations of securities  laws and against NAPICO for  approximately  $67.3
million for  breaches of  fiduciary  duty.  In  addition,  the jury  awarded the
plaintiffs  punitive  damages  against  NAPICO of  approximately  $92.5 million.
NAPICO and the other defendants have submitted  motions seeking to set aside the
verdict in its entirety,  with oral argument scheduled for March 2003. While the
matter is not yet final and no  judgment  has been  entered,  the  matter is the
responsibility of the former  shareholders of Casden Properties Inc. pursuant to
the documents  related to AIMCO's  acquisition of Casden  Properties Inc., which
was completed in March 2002.

The Corporate General Partner of the Partnership is involved in various lawsuits
arising from transactions in the ordinary course of business.  In the opinion of
management and the Corporate General Partner,  the claims will not result in any
material liability to the Partnership.

NOTE 5 - FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial  Accounting  Standards  No. 107,  "Disclosure  about Fair
Value of Financial  Instruments,"  requires disclosure of fair value information
about  financial  instruments.  The  carrying  amount of assets and  liabilities
reported on the balance  sheet that require such  disclosure  approximates  fair
value due to their short-term maturity.

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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 Partnership'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  Partnership'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   Partnership  and   interpretations   of  those
regulations;  the  competitive  environment in which the  Partnership  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
Partnership's  financial  statements and the notes thereto,  as well as the risk
factors  described in the documents the Partnership files from time to time with
the Securities and Exchange Commission.

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.

Liquidity and Capital Resources

The  Partnership's  primary sources of funds include interest income earned from
investing  available cash and distributions  from Local Limited  Partnerships in
which the  Partnership  has  invested.  It is not expected that any of the Local
Limited  Partnerships  in which the  Partnership has invested will generate cash
flow sufficient to provide for distributions to limited partners in any material
amount.

Cash flow provided by investing  activities for the nine months ended  September
30, 2001  consisted of $118,099 of  distributions  received  from Local  Limited
Partnerships  recognized  as a return of capital.  No such amounts were received
for the nine months ended September 30, 2002.

Results of Operations

Partnership  revenues  consist  primarily of interest income earned on temporary
investment of funds not required for investment in Local Limited Partnerships.

An annual  management  fee is payable to the  Corporate  General  Partner of the
Partnership  and is  calculated  at 0.4  percent of the  Partnership's  invested
assets.  The  management  fee is paid to the Corporate  General  Partner for its
continuing  management of partnership affairs. The fee is payable beginning with
the month  following  the  Partnership's  initial  investment in a Local Limited
Partnerships. Management fees were approximately $31,400 for both the nine month
periods ended September 30, 2002 and 2001.

Operating expenses,  other than management fees, consist of legal and accounting
fees for services rendered to the Partnership and administrative expenses. Legal
and accounting fees were $38,071 and $51,674 for the nine months ended September
30,  2002 and 2001,  respectively.  General  and  administrative  expenses  were
$10,932  and  $31,492  for the  periods  ended  September  30,  2002  and  2001,
respectively.   The   decrease  in  general  and   administrative   expenses  is
attributable  to a decrease in the costs  associated  with the  preparation  and
filing of the Partnership's quarterly and annual financial statements.

The  Partnership,  as a limited  partner,  does not  exercise  control  over the
activities and  operations,  including  refinancing or selling  decisions of the
Local  Limited  Partnerships.  Accordingly,  the  Partnership  accounts  for its
investment in the Local Limited  Partnerships using the equity method.  Thus the
individual  investments are carried at cost plus the Partnership's  share of the
Local Limited  Partnership's  profits less the Partnership's  share of the Local
Limited Partnership's losses and distributions and impairment charges.  However,
since the  Partnership  is not legally  liable for the  obligations of the Local
Limited  Partnerships,  or is not  otherwise  committed  to  provide  additional
support to them, it does not recognize losses once its investment in each of the
Local Limited  Partnerships  reaches zero.  Distributions from the Local Limited
Partnerships  are accounted for as a reduction of the  investment  balance until
the investment balance is reduced to zero. Subsequent distributions received are
recognized as income in the  accompanying  statements of  operations.  For those
investments  where the Partnership has determined that the carrying value of its
investments  approximates  the estimated  fair value of those  investments,  the
Partnership's  policy is to  recognize  equity  in  income of the Local  Limited
Partnerships  only to the extent of  distributions  received and amortization of
acquisition  costs from those Local Limited  Partnerships.  During the three and
nine months ended  September  30, 2001,  the  Partnership  recognized  equity in
income  of  $69,745  and   $194,447,   respectively,   from  two  Local  Limited
Partnerships  in which it had an investment  balance.  The  Partnership  did not
recognize equity in income from Local Limited  Partnerships for the three months
ended  September  30,  2002,  since  the  Partnership's  carrying  value  of its
investments approximates the estimated value of the investments. During the nine
months ended September 30, 2002 the Partnership  recognized  equity in income of
$96,743  from one  Local  Limited  Partnership.  During  the nine  months  ended
September 30, 2002 and 2001, the Partnership  received  distributions  of $8,136
and  $6,523,  respectively,   from  one  Local  Limited  Partnership  that  were
recognized as income in the  statements of  operations  since the  Partnership's
investment in the Local Limited Partnership had been reduced to zero.

Available  cash is invested in money market  funds  earning  interest  income as
reflected in the statements of operations.  These funds can be converted to cash
to  meet  obligations  as  they  arise.  Except  for  money  market  funds,  the
Partnership's  investments  are  comprised  entirely of interests in other Local
Limited Partnerships primarily owning government-assisted projects.

Under recent adopted law and policy, the United States Department of Housing and
Urban  Development  ("HUD") has determined  not to renew the Housing  Assistance
Payment  ("HAP")  Contracts  on a long- term  basis on the  existing  terms.  In
connection with renewals of the HAP Contracts under such new law and policy, the
amount of rental  assistance  payments under renewed HAP Contracts will be based
on market rentals instead of above market  rentals,  which may be the case under
existing HAP Contracts.  The payments under the renewed HAP Contracts may not be
in an amount  that  would  provide  sufficient  cash  flow to  permit  owners of
properties  subject to HAP  Contracts to meet the debt service  requirements  of
existing  loans  insured by the Federal  Housing  Administration  ("FHA") of HUD
unless such mortgage loans are  restructured.  In order to address the reduction
in payments under HAP Contracts as a result of this new policy, the Multi-family
Assisted Housing Reform and  Affordability  Act of 1997 ("MAHRAA")  provides for
the  restructuring  of  mortgage  loans  insured  by the  FHA  with  respect  to
properties  subject  to the  Section 8 program.  Under  MAHRAA,  an  FHA-insured
mortgage  loan can be  restructured  into a first  mortgage  loan  which will be
amortized on a current basis and a low interest  second mortgage loan payable to
FHA which will only be payable on  maturity  of the first  mortgage  loan.  This
restructuring  results in a  reduction  in annual debt  service  payments by the
owner of the FHA-insured mortgage loan and is expected to result in an insurance
payment from FHA to the holder of the  FHA-insured  loan due to the reduction in
the principal amount. MAHRAA also phases out project-based subsidies on selected
properties  serving  families not located in rental markets with limited supply,
converting such subsidies to a tenant-based subsidy.

When the HAP  Contracts are subject to renewal,  there can be no assurance  that
the local limited  partnerships  in which the Partnership has an investment will
be permitted to restructure its mortgage indebtedness under MAHRAA. In addition,
the  economic  impact  on the  Partnership  of the  combination  of the  reduced
payments  under  the  HAP  Contracts  and  the  restructuring  of  the  existing
FHA-insured mortgage loans under MAHRAA is uncertain.

AIMCO  and its  affiliates  as of  September  30,  2002  do not own any  limited
partnership  interests (the "Units") in the Partnership.  A Unit consists of two
limited  partnership  interests.  On September  16, 2002,  an affiliate of AIMCO
commenced  a tender  offer to purchase  up to fifty  percent of the  Partnership
interests for a purchase price of $129.00 per Unit in cash. The offer expired on
November 11,  2002,  at which time an affiliate of AIMCO had acquired a total of
652 Units (or 1,304 limited partnership interests),  representing  approximately
16.70% of the  outstanding  Units.  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.  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.  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 3.     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 amended quarterly 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.

                           PART II - OTHER INFORMATION



ITEM 1.     LEGAL PROCEEDINGS

On August 27, 1998, two investors holding an aggregate of eight units of limited
partnership  interests  in Real Estate  Associates  Limited  III (an  affiliated
partnership in which NAPICO is the corporate  general partner) and two investors
holding an  aggregate  of five units of limited  partnership  interests  in Real
Estate Associates Limited VI (another affiliated  partnership in which NAPICO is
the corporate general partner) commenced an action in the United States District
Court for the Central District of California against the Partnership, NAPICO and
certain other  defendants.  The complaint  alleged that the defendants  breached
their  fiduciary  duty  to  the  limited  partners  of  certain  NAPICO  managed
partnerships  and  violated  securities  laws by  making  materially  false  and
misleading statements in the consent solicitation statements sent to the limited
partners  of  such  partnerships   relating  to  approval  of  the  transfer  of
partnership interests in limited partnerships, owning certain of the properties,
to affiliates of Casden  Properties  Inc.,  organized by an affiliate of NAPICO.
The plaintiffs  sought  equitable  relief,  as well as compensatory  damages and
litigation  related costs.  On August 4, 1999, one investor  holding one unit of
limited  partnership  interest in Housing Programs  Limited (another  affiliated
partnership  in which  NAPICO is the  corporate  general  partner)  commenced  a
virtually  identical  action in the United States District Court for the Central
District  of  California  against  the  Partnership,  NAPICO and  certain  other
entities.  The second action was subsumed in the first action, and was certified
as a  class  action.  On  August  21,  2001,  plaintiffs  filed  a  supplemental
complaint,  which added new claims,  including a  rescission  of the transfer of
partnership  interests  and an  accounting.  The matter was tried in October and
November  2002. In November  2002, the jury returned  special  verdicts  against
NAPICO and certain other defendants in the amount of approximately $25.2 million
for  violations of securities  laws and against NAPICO for  approximately  $67.3
million for  breaches of  fiduciary  duty.  In  addition,  the jury  awarded the
plaintiffs  punitive  damages  against  NAPICO of  approximately  $92.5 million.
NAPICO and the other defendants have submitted  motions seeking to set aside the
verdict in its entirety,  with oral argument scheduled for March 2003. While the
matter is not yet final and no  judgment  has been  entered,  the  matter is the
responsibility of the former  shareholders of Casden Properties Inc. pursuant to
the documents  related to AIMCO's  acquisition of Casden  Properties Inc., which
was completed in March 2002.

The Corporate General Partner of the Partnership is involved in various lawsuits
arising from transactions in the ordinary course of business.  In the opinion of
management and the Corporate General Partner,  the claims will not result in any
material liability to the Partnership.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

   (a) Exhibits:

            Exhibit 3, Restated Certificate and Agreement of Limited Partnership
            dated May 7, 1982 filed with the Securities and Exchange  Commission
            Form S-11 No. 277645, which is hereby incorporated by reference.

            Exhibit 99, Certification of Chief  Executive   Officer  and  Chief
            Financial Officer.

   (b) Reports on Form 8-K filed during the quarter ended September 30, 2002:

            Current  Report  on Form 8-K  dated  August  29,  2002 and  filed on
            September  6, 2002,  disclosing  the  dismissal of Deloitte & Touche
            LLP, as the Partnership's  certifying auditor and the appointment of
            Ernst & Young LLP,  as the  certifying  auditor  for the year ending
            December 31, 2002.

                                   SIGNATURES



In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                    REAL ESTATE ASSOCIATES LIMITED V
                                    (a California limited partnership)


                                    By:   National Partnership Investments Corp.
                                          Corporate General Partner


                                    By:   /s/David R. Robertson
                                          David R. Robertson
                                          President and Chief Executive Officer


                                    By:   /s/Brian H. Shuman
                                          Brian H. Shuman
                                          Senior Vice President and
                                          Chief Financial Officer


                                    Date: March 12, 2003


                                  CERTIFICATION


I, David R. Robertson, certify that:


1. I have  reviewed  this  quarterly  report  on Form  10-QSB/A  of Real  Estate
Associates Limited V;


2. Based on my  knowledge,  this  quarterly  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 quarterly
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  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 quarterly 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 quarterly 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
      quarterly report (the "Evaluation Date"); and


      c)  Presented  in  this  quarterly   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
quarterly  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 12, 2003

                                    /s/David R. Robertson
                                    David R. Robertson
                                    President  and Chief  Executive  Officer  of
                                    National       Partnership       Investments
                                    Corporation,   equivalent   of   the   chief
                                    executive officer of the Partnership

                                  CERTIFICATION


I, Brian H. Shuman, certify that:


1. I have  reviewed  this  quarterly  report  on Form  10-QSB/A  of Real  Estate
Associates Limited V;


2. Based on my  knowledge,  this  quarterly  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 quarterly
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  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 quarterly 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 quarterly 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
      quarterly report (the "Evaluation Date"); and


      c)  Presented  in  this  quarterly   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
quarterly  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 12, 2003

                               /s/Brian H. Shuman
                               Brian H. Shuman
                               Senior  Vice   President  and  Chief   Financial
                               Officer  of  National  Partnership   Investments
                               Corporation,  equivalent of the chief  financial
                               officer of the Partnership

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  Quarterly  Report  on Form  10-QSB/A  of Real  Estate
Associates  Limited  V (the  "Partnership"),  for  the  quarterly  period  ended
September 30, 2002 as filed with the Securities  and Exchange  Commission on the
date hereof (the "Report"),  David R. Robertson,  as the equivalent of the chief
executive officer of the Partnership,  and Brian H. Shuman, 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/    David R. Robertson
                                    Name:  David R. Robertson
                                    Date:  March 12, 2003


                                    /s/    Brian H. Shuman
                                    Name:  Brian H. Shuman
                                    Date:  March 12, 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.