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

                                   Form 10-QSB

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

                 For the quarterly period ended September 30, 2003


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


                For the transition period from _________to _________

                         Commission file number 0-14458


                        REAL ESTATE ASSOCIATES LIMITED V
             (Exact name of registrant as specified in its charter)


           California                                             95-3768810
(State or other jurisdiction of                                (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                         55 Beattie Place, P.O. Box 1089
                        Greenville, South Carolina 29601
                    (Address of principal executive offices)

                                 (864) 239-1000
                           (Issuer's telephone number)

<PAGE>



                         PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS


                        REAL ESTATE ASSOCIATES LIMITED V
                                  Balance Sheet
                                   (Unaudited)
                                 (in thousands)

                               September 30, 2003


                         ASSETS
Cash and cash equivalents                                                  $ 265
Investments in and advances to Local Limited
  Partnerships (Note 2)                                                      670

                                                                           $ 935
     LIABILITIES AND PARTNERS' (DEFICIENCY) CAPITAL

Liabilities
  Accounts payable and accrued expenses                                     $ 32


Partners' (deficiency) capital
  General Partners                                           $ (148)
  Limited Partners                                             1,051         903

                                                                           $ 935

                   See Accompanying Notes to Financial Statements


<PAGE>


                        REAL ESTATE ASSOCIATES LIMITED V
                            Statements of Operations
                                   (Unaudited)
                    (in thousands, except per interest data)

<TABLE>
<CAPTION>

                                               Three Months Ended           Nine Months Ended
                                                  September 30,               September 30,
                                               2003          2002          2003          2002

<S>                                             <C>           <C>           <C>           <C>
INTEREST INCOME                                 $ 1           $ 1           $ 3           $ 2

OPERATING EXPENSES:
  Management fees - partners (Note 3)              10            10            31            31
  Administrative (Note 3)                           3             2            11            11
  Legal and accounting                             13            17            69            38
        Total operating expenses                   26            29           111            80

Loss from Partnership operations                  (25)          (28)         (108)          (78)
Distributions in excess of investment
  in Local Limited Partnerships (Note 2)           --            --            15             8
Equity in income of Local Limited
  Partnerships and amortization of
  acquisition costs (Note 2)                       --            --            --            97

Net (loss) income                              $ (25)        $ (28)        $ (93)        $ 26

Net (loss) income allocated to general
  partners (1%)                                $ --          $ (1)         $ (1)         $ --
Net (loss) income allocated to limited
  partners (99%)                                  (25)          (27)          (92)           26

                                               $ (25)        $ (28)        $ (93)        $ 26
Net (loss) income per limited partnership
  interest (Note 1)                           $ (3.21)      $ (3.46)      $(11.83)      $ 3.33

                   See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

                        REAL ESTATE ASSOCIATES LIMITED V
                    Statement of Partners' (Deficiency) Capital
                                   (Unaudited)
                      (in thousands, except interest data)

<TABLE>
<CAPTION>
                                        General          Limited
                                       Partners          Partners          Total

<S>                                                        <C>
Partnership interests                                      7,777

Partners' (deficiency) capital,
  December 31, 2002                      $(147)           $1,143           $ 996

Net loss for the nine months
  ended September 30, 2003                  (1)              (92)           (93)

Partners' (deficiency) capital,
  September 30, 2003                     $(148)           $1,051           $ 903
                                                           (A)

(A)   Consists of 7,777 partnership interests at September 30, 2003 and December
      31, 2002.

                   See Accompanying Notes to Financial Statements
</TABLE>


<PAGE>


                        REAL ESTATE ASSOCIATES LIMITED V
                            Statements of Cash Flows
                                   (Unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>

                                                                      Nine Months Ended
                                                                        September 30,
                                                                     2003           2002
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                  <C>            <C>
  Net (loss) income                                                  $ (93)         $ 26
  Adjustments to reconcile net (loss) income to net cash
   used in operating activities:
     Equity in income of Local Limited Partnerships and
       amortization of acquisition costs                                --            (97)
     Decrease in due from affiliates                                     2             --
     Increase (decrease) in accounts payable and accrued
       expenses                                                         32            (14)
         Net cash used in operating activities                         (59)           (85)

CASH FLOWS PROVIDED BY INVESTING ACTIVITIES:
  Distributions from Local Limited Partnerships                         89             --

Net increase (decrease) in cash and cash equivalents                    30            (85)
Cash and cash equivalents, beginning of period                         235            380

Cash and cash equivalents, end of period                             $ 265          $ 295


                   See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

                        REAL ESTATE ASSOCIATES LIMITED V
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The  information  contained in the following  notes to the  unaudited  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,
2002  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  period
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,
2003,  and the  results  of  operations  and  changes in cash flows for the nine
months then ended.

The general  partners share a one percent  interest in profits and losses of the
Partnership.  The limited partners share the remaining 99 percent interest which
is allocated in proportion to their respective 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 publicly traded real estate investment trust ("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.

Method of Accounting for Investments in Limited Partnerships

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

Net (Loss) Income Per Limited Partnership Interest

Net (loss)  income per limited  partner  interest  was  computed by dividing the
limited  partners'  share  of  net  (loss)  income  by  the  number  of  limited
partnership interests outstanding at December 31st of the prior year. The number
of limited  partnership  interests  was 7,777 and 7,808 at December 31, 2002 and
2001, respectively.

Recent Accounting Pronouncements

In January 2003,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Interpretation  No. 46 ("FIN 46"),  Consolidation of Variable Interest Entities.
FIN 46 requires the  consolidation of entities in which an enterprise  absorbs a
majority of the entity's  expected  losses,  receives a majority of the entity's
expected  residual  returns,  or both, as a result of ownership,  contractual or
other  financial  interests  in the  entity.  Prior to the  issuance  of FIN 46,
entities were generally  consolidated by an enterprise when it had a controlling
financial  interest  through  ownership  of a majority  voting  interest  in the
entity.  FIN 46 applied  immediately to variable interest entities created after
January 31, 2003, and with respect to variable interests held before February 1,
2003, FIN 46 will apply beginning October 1, 2003.

The Partnership has not entered into any partnership  investments  subsequent to
January  31,  2003.  The  Partnership  is  in  the  process  of  evaluating  its
investments in unconsolidated  partnerships that may be deemed variable interest
entities under the provisions of FIN 46. The  Partnership has not yet determined
the anticipated  impact of adopting FIN 46 for its  partnership  agreements that
existed as of January 31, 2003. However, FIN 46 may require the consolidation of
the  assets,   liabilities  and  operations  of  certain  of  the  Partnership's
unconsolidated  partnership  investments.  Although  the  Partnership  does  not
believe  the full  adoption  of FIN 46 will  have an impact  on cash  flow,  the
Partnership cannot make any definitive  conclusion on the impact on net earnings
until it completes its evaluation,  including an evaluation of the Partnership's
maximum exposure to loss.

In May 2003,  the FASB issued SFAS 150, which  establishes  standards for how an
issuer   classifies   and   measures   certain   financial    instruments   with
characteristics  of both  liabilities and equity.  The  requirements of SFAS 150
apply  to  the   classification   and  measurement  of  freestanding   financial
instruments.  SFAS 150 is effective  for financial  instruments  entered into or
modified  after May 31, 2003, and otherwise is effective at the beginning of the
first interim period  beginning after June 15, 2003. The Partnership has adopted
SFAS 150 as of July 1, 2003.  Additionally,  in September  2003,  the FASB staff
indicated  that  SFAS 150  also  applies  to the  non-controlling  interests  in
consolidated  finite life partnerships.  However,  on October 29, 2003, the FASB
indefinitely  deferred the provisions of SFAS 150 for finite life  partnerships.
The  adoption  of SFAS 150 did not have a material  impact on the  Partnership's
results of operations taken as a whole.

NOTE 2 - INVESTMENTS IN AND ADVANCES TO LOCAL LIMITED PARTNERSHIPS

As of September 30, 2003, the Partnership holds limited partnership interests in
three limited  partnerships  ("Local Limited  Partnerships").  The Local Limited
Partnerships  owned,  as of September 30, 2003,  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,  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  Limited  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. 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,  2003,  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, 2003 (in thousands):

               Balance, beginning of period                    $ 759
               Amortization of acquisition costs                  (4)
               Equity in income of Local Limited
                 Partnerships                                      4
               Distribution received recognized as a
                 reduction in investment balance                 (89)

               Balance, end of period                          $ 670

The following are unaudited combined estimated  statements of operations for the
nine months ended September 30, 2003 and 2002 of the Local Limited  Partnerships
in which the Partnership has invested:

                    COMBINED ESTIMATED STATEMENTS OF OPERATIONS

                               Three Months Ended              Nine Months Ended
                                 September 30,                   September 30,
                              2003           2002             2003         2002
Revenues                                         (in thousands)
  Rental and other
    income                   $ 746           $ 774          $ 2,223      $ 2,322

Expenses
  Depreciation                   82              82             245          248
  Interest                      305             299             914          899
  Operating                     349             305             909          913
                                736             686           2,068        2,060
Net income                    $ 10           $ 88            $ 155         $ 262

Under recently 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 not 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  of HUD ("FHA")
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 payable 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  $31,000 for each of the nine month  periods  ended  September 30,
2003 and 2002.

The Partnership  reimburses NAPICO for certain expenses.  The reimbursement paid
to NAPICO was  approximately  $4,000 for each of the nine  month  periods  ended
September 30, 2003 and 2002 and is included in administrative expenses.

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.

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.  On April 29, 2003, the Court
entered  judgment  against NAPICO and certain other  defendants in the amount of
$25.2 million for  violations of  securities  laws and against  NAPICO for $67.3
million for breaches of  fiduciary  duty,  both  amounts plus  interest of $25.6
million, and for punitive damages against NAPICO in the amount of $2.6 million.

On August 11,  2003,  NAPICO  entered  into a  Stipulation  of  Settlement  (the
"Stipulation of Settlement")  with the plaintiff  class (the  "Plaintiffs")  and
their counsel relating to the settlement of the litigation.  On August 25, 2003,
the  court  granted  preliminary  approval  of the  Stipulation  of  Settlement.
Pursuant to the Stipulation of Settlement, Alan I. Casden, on behalf of himself,
NAPICO  and  other  defendants  in the  litigation,  caused  $29  million  to be
deposited  into  an  escrow  account  for the  benefit  of the  Plaintiffs.  The
Stipulation of Settlement remains subject to the final approval of the court, as
well as the approval of the Plaintiffs, which hearing is currently scheduled for
November 24, 2003. Upon final court approval, approval by the Plaintiffs and the
lapse of any time to appeal the court approval of the settlement,  the following
shall occur:

      1.    Alan I. Casden, on behalf of himself, NAPICO and other defendants in
            the litigation,  will transfer to an agent for the Plaintiffs shares
            of common stock  ("Class A Common  Stock") of AIMCO owned by certain
            affiliates  of Alan I. Casden with an aggregate  market value of $19
            million,  subject to certain  transfer  restrictions,  or at Alan I.
            Casden's option, $19 million in cash.

      2.    NAPICO will issue an  aggregate of $35 million in  promissory  notes
            for the benefit of the  Plaintiffs.  An  aggregate  of $7 million of
            notes are to be paid each year.  The notes will bear interest  based
            on applicable rates of U.S. Treasury bills with similar  maturities.
            The notes will be guaranteed by AIMCO Properties, L.P., an affiliate
            of AIMCO.

      3.    The parties to the Stipulation of Settlement will release each other
            and  related  parties  from any and all claims  associated  with the
            litigation and the Plaintiffs' investment in the Partnership and the
            other affiliated partnerships.

      4.    The $29 million in the escrow account  established by Alan I. Casden
            will be released to the Plaintiffs.

Pursuant to the Stipulation of Settlement, upon final approval of the settlement
by the court,  the parties shall jointly  request that a new judgment be entered
in the litigation that will, among other things, expunge the judgment originally
entered against NAPICO and the other defendants on April 29, 2003.

On  September  24,  2003,  Battle  Fowler,  LLP filed a request to  intervene to
challenge  the  portion  of the  Stipulation  of  Settlement  that would lead to
expungement of the judgment  originally entered on April 29, 2003 against NAPICO
and the other  defendants.  All parties to the  Stipulation  of Settlement  have
opposed this request to  intervene.  A hearing  regarding  the request  occurred
November 10, 2003; however, the court has not yet ruled on the matter.

On August 12, 2003, in connection with the proposed  settlement  pursuant to the
Stipulation of Settlement, NAPICO and AIMCO executed a Settlement Agreement (the
"Settlement  Agreement") with the prior  shareholders of Casden  Properties Inc.
The principal terms of the Settlement Agreement include:

      1.    NAPICO will  voluntarily  discontinue the action it commenced on May
            13, 2003 against the former  shareholders of Casden  Properties Inc.
            and other  indemnitors  in AIMCO's March 2002  acquisition of Casden
            Properties Inc. (the "Casden Merger").

      2.    Alan I. Casden and certain  related  entities  will resolve  certain
            pending claims for indemnification  made by NAPICO,  AIMCO and their
            affiliates.  These  claims  include  indemnification  related to the
            litigation  and certain other matters in connection  with the Casden
            Merger.

     3.   AIMCO,  or an  affiliate,  will deposit $25 million of the $29 million
          that Alan I.  Casden is  responsible  for  depositing  into the escrow
          account for the benefit of the Plaintiffs pursuant to the terms of the
          Stipulation of Settlement.  In connection  with this deposit by AIMCO,
          The Casden  Company  will  transfer to AIMCO  531,915  shares of AIMCO
          Class A Common Stock owned by The Casden Company,  which shares are to
          be held in escrow by AIMCO until final approval of the  Stipulation of
          Settlement by the court and the Plaintiffs.  Upon such approval, AIMCO
          will become the owner of the 531,915 shares.  If final approval by the
          court and the Plaintiffs is not obtained, the $25 million deposited by
          AIMCO into the escrow account will be returned to AIMCO and AIMCO will
          return to The Casden Company the 531,915  shares.  On August 25, 2003,
          AIMCO caused the $25 million to be deposited in the escrow account for
          the  benefit  of the  Plaintiffs  and The Casden  Company  and Alan I.
          Casden  deposited in escrow the 531,915 shares in accordance  with the
          Settlement Agreement.

     4.   The Casden  Company  will  promise to pay an  aggregate  amount of $35
          million on a secured,  nonrecourse basis to NAPICO. The Casden Company
          will be obligated to pay an aggregate of $7 million of the  obligation
          each year.  The  obligation  to pay the $35 million will bear the same
          interest  and  mature on the same  schedule  as the  promissory  notes
          issued by NAPICO to the  plaintiffs  pursuant  to the  Stipulation  of
          Settlement.  Payment  of these  obligations  will be  secured by (i) a
          pledge of 744,681  shares of AIMCO Class A Common  Stock owned by Alan
          I. Casden or an affiliated entity, plus up to 60,000 additional shares
          for  accrued  interest,  and  (ii)  cash  proceeds  of  recoveries  or
          settlements  that Alan I. Casden or any of his  affiliates,  or any of
          the  former   shareholders  of  Casden  Properties  Inc.,  receive  in
          connection   with  or   related  to  the   litigation   (collectively,
          "Recoveries").  The payment  obligations to NAPICO will be required to
          be prepaid with any Recoveries  received.  Payment may be made in cash
          or in shares of AIMCO Class A Common Stock having a value based on the
          greater  of $47 per share or the  market  value of such  shares at the
          time of payment,  except  payments with respect to Recoveries  must be
          made in cash.

In addition to the litigation  discussed above, the Corporate General Partner is
involved in various other  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 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.  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;  litigation,  including  costs  associated  with  prosecuting  and
defending  claims  and  any  adverse   outcomes,   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.

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

Liquidity and Capital Resources

The  Partnership's  primary sources of funds include interest income earned from
investing  available  cash and the receipt of  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. No distributions  were made during the nine months ended
September 30, 2003 and 2002.

The properties in which the Partnership has invested, through its investments in
the Local Limited Partnerships, receive one or more forms of assistance from the
Federal  Government.  As a result,  the Local Limited  Partnerships'  ability to
transfer  funds either to the  Partnership  or among  themselves  in the form of
distributions,  loans or advances is generally  restricted  by these  government
assistance programs. These restrictions, however, are not expected to impact the
Partnership's  ability  to meet  its cash  obligations.  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.

Distributions  received from Local Limited Partnerships are recognized as return
of  capital  until  the  investment  balance  has been  reduced  to zero or to a
negative  amount  equal to future  capital  contributions  required.  Subsequent
distributions  received are  recognized as income.  During the nine months ended
September 30, 2003, the  Partnership  received a distribution  of  approximately
$89,000 from the Local Limited Partnership in which it has a positive investment
balance which was recognized as a return of capital. Also during the nine months
ended   September  30,  2003,  the   Partnership   received  a  distribution  of
approximately $15,000 from a Local Limited Partnership in which it does not have
an investment balance which was recognized as income.

As of September 30, 2003 and 2002, the Partnership had cash and cash equivalents
of approximately $265,000 and $295,000, respectively. Substantially all of these
amounts are on deposit with a high credit quality financial institution, earning
interest.  The amount of interest  income varies with market rates  available on
deposits and with the amount of funds available for investment. Cash equivalents
can be converted to cash to meet  obligations of the  Partnership as they arise.
The Partnership intends to continue investing available funds in this manner.

Results of Operations

At  September  30,  2003,  the  Partnership  has  investments  in three  limited
partnerships,  all of which own housing  projects  that were  substantially  all
rented. The Partnership, as a limited partner, is entitled to 99% of the profits
and losses of the Local  Limited  Partnerships.  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,
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.  Therefore,  the Partnership  limits its
recognition of equity  earnings to the amount it expects to ultimately  realize.
At September 30, 2003, the Partnership has a positive investment balance in only
one Local Limited  Partnership.  The Partnership  recognized equity in income of
Local Limited Partnerships, substantially all from the Local Limited Partnership
with a positive investment balance, of approximately zero for both the three and
nine months ended September 30, 2003 and approximately  zero and $97,000 for the
three and nine months ended September 30, 2002, respectively.

Distributions  from the Local Limited  Partnerships  in which the  Partnership's
investment  in the  Local  Limited  Partnership  has been  reduced  to zero were
approximately  $15,000 and $8,000 for the nine months ended  September  30, 2003
and  2002,  respectively.  These  amounts  were  recognized  as  income  on  the
accompanying  statements of operations,  in accordance with the equity method of
accounting.

Under recently 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  of HUD ("FHA")
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 payable 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.

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  approximately  $69,000 and $38,000 for the nine months
ended September 30, 2003 and 2002,  respectively,  and approximately $13,000 and
$17,000 for the three months ended  September  30, 2003 and 2002,  respectively.
The increase in legal and  accounting  fees for the nine months ended  September
30, 2003 is due primarily to an increase in legal costs incurred associated with
previously  dismissed  cases and an  increase in the costs  associated  with the
annual audit for the Partnership.

Administrative expenses remained relatively constant for both the three and nine
months ended September 30, 2003 and 2002.  Included in  administrative  expenses
are reimbursements to NAPICO for certain expenses,  which totaled  approximately
$4,000 for both of the nine month periods ended September 30, 2003 and 2002.

A recurring partnership expense is the annual management fee. The fee is payable
to the Corporate  General  Partner of the  Partnership  and is calculated at 0.4
percent of the Partnership's  original remaining 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 Partnership. Management fees
were  approximately  $31,000 for both of the nine month periods ended  September
30, 2003 and 2002.

The Partnership, as a limited partner in the Local Limited Partnerships in which
it has  invested,  is  subject  to the  risks  incident  to the  management  and
ownership of improved real estate. The Partnership  investments are also subject
to adverse general  economic  conditions,  and,  accordingly,  the status of the
national  legislation  which  could  increase  vacancy  levels,  rental  payment
defaults, and operating expenses, which in turn could substantially increase the
risk of operating losses for the projects.

Other

AIMCO and its affiliates  owned 842.60 limited  partnership  units ("the Units")
(or 1,685.20  limited  partnership  interests) in the  Partnership  representing
21.67% of the outstanding units as of September 30, 2003. A unit consists of two
limited partnership interests. 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 in exchange for cash or a combination
of cash and units in AIMCO Properties,  L.P., the operating partnership of AIMCO
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  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.

Recent Accounting Pronouncements

In January 2003,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Interpretation  No. 46 ("FIN 46"),  Consolidation of Variable Interest Entities.
FIN 46 requires the  consolidation of entities in which an enterprise  absorbs a
majority of the entity's  expected  losses,  receives a majority of the entity's
expected  residual  returns,  or both, as a result of ownership,  contractual or
other  financial  interests  in the  entity.  Prior to the  issuance  of FIN 46,
entities were generally  consolidated by an enterprise when it had a controlling
financial  interest  through  ownership  of a majority  voting  interest  in the
entity.  FIN 46 applied  immediately to variable interest entities created after
January 31, 2003, and with respect to variable interests held before February 1,
2003, FIN 46 will apply beginning October 1, 2003.

The Partnership has not entered into any partnership  investments  subsequent to
January  31,  2003.  The  Partnership  is  in  the  process  of  evaluating  its
investments in unconsolidated  partnerships that may be deemed variable interest
entities under the provisions of FIN 46. The  Partnership has not yet determined
the anticipated  impact of adopting FIN 46 for its  partnership  agreements that
existed as of January 31, 2003. However, FIN 46 may require the consolidation of
the  assets,   liabilities  and  operations  of  certain  of  the  Partnership's
unconsolidated  partnership  investments.  Although  the  Partnership  does  not
believe  the full  adoption  of FIN 46 will  have an impact  on cash  flow,  the
Partnership cannot make any definitive  conclusion on the impact on net earnings
until it completes its evaluation,  including an evaluation of the Partnership's
maximum exposure to loss.

In May 2003,  the FASB issued SFAS 150, which  establishes  standards for how an
issuer   classifies   and   measures   certain   financial    instruments   with
characteristics  of both  liabilities and equity.  The  requirements of SFAS 150
apply  to  the   classification   and  measurement  of  freestanding   financial
instruments.  SFAS 150 is effective  for financial  instruments  entered into or
modified  after May 31, 2003, and otherwise is effective at the beginning of the
first interim period  beginning after June 15, 2003. The Partnership has adopted
SFAS 150 as of July 1, 2003.  Additionally,  in September  2003,  the FASB staff
indicated  that  SFAS 150  also  applies  to the  non-controlling  interests  in
consolidated  finite life partnerships.  However,  on October 29, 2003, the FASB
indefinitely  deferred the provisions of SFAS 150 for finite life  partnerships.
The  adoption  of SFAS 150 did not have a material  impact on the  Partnership's
results of operations taken as a whole.

Critical Accounting Policies and Estimates

The financial  statements are prepared in accordance with accounting  principles
generally  accepted in the United States which require the  Partnership  to make
estimates  and  assumptions.  The  Partnership  believes  that  of its  critical
accounting  policies,  the following may involve a higher degree of judgment and
complexity.

Method of Accounting for Investments in Limited Partnerships

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  Limited  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. 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.

ITEM 3.     CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures.  The Partnership's management,  with the
participation of 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,  has
evaluated  the  effectiveness  of  the  Partnership's  disclosure  controls  and
procedures (as such term is defined in Rules  13a-15(e) and 15d-15(e)  under the
Securities  Exchange Act of 1934, as amended (the "Exchange Act")) as of the end
of the period covered by this report.  Based on such  evaluation,  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 concluded that, as of the
end of such period,  the  Partnership's  disclosure  controls and procedures are
effective.

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fiscal quarter to which this report relates that have  materially  affected,  or
are reasonably likely to materially affect,  the Partnership's  internal control
over financial reporting.

                           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.

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.  On April 29, 2003, the Court
entered  judgment  against NAPICO and certain other  defendants in the amount of
$25.2 million for  violations of  securities  laws and against  NAPICO for $67.3
million for breaches of  fiduciary  duty,  both  amounts plus  interest of $25.6
million, and for punitive damages against NAPICO in the amount of $2.6 million.

On August 11,  2003,  NAPICO  entered  into a  Stipulation  of  Settlement  (the
"Stipulation of Settlement")  with the plaintiff  class (the  "Plaintiffs")  and
their counsel relating to the settlement of the litigation.  On August 25, 2003,
the  court  granted  preliminary  approval  of the  Stipulation  of  Settlement.
Pursuant to the Stipulation of Settlement, Alan I. Casden, on behalf of himself,
NAPICO  and  other  defendants  in the  litigation,  caused  $29  million  to be
deposited  into  an  escrow  account  for the  benefit  of the  Plaintiffs.  The
Stipulation of Settlement remains subject to the final approval of the court, as
well as the approval of the Plaintiffs, which hearing is currently scheduled for
November 24, 2003. Upon final court approval, approval by the Plaintiffs and the
lapse of any time to appeal the court approval of the settlement,  the following
shall occur:

      1.    Alan I. Casden, on behalf of himself, NAPICO and other defendants in
            the litigation,  will transfer to an agent for the Plaintiffs shares
            of common stock  ("Class A Common  Stock") of AIMCO owned by certain
            affiliates  of Alan I. Casden with an aggregate  market value of $19
            million,  subject to certain  transfer  restrictions,  or at Alan I.
            Casden's option, $19 million in cash.

      2.    NAPICO will issue an  aggregate of $35 million in  promissory  notes
            for the benefit of the  Plaintiffs.  An  aggregate  of $7 million of
            notes are to be paid each year.  The notes will bear interest  based
            on applicable rates of U.S. Treasury bills with similar  maturities.
            The notes will be guaranteed by AIMCO Properties, L.P., an affiliate
            of AIMCO.

      3.    The parties to the Stipulation of Settlement will release each other
            and  related  parties  from any and all claims  associated  with the
            litigation and the Plaintiffs' investment in the Partnership and the
            other affiliated partnerships.

      4.    The $29 million in the escrow account  established by Alan I. Casden
            will be released to the Plaintiffs.

Pursuant to the Stipulation of Settlement, upon final approval of the settlement
by the court,  the parties shall jointly  request that a new judgment be entered
in the litigation that will, among other things, expunge the judgment originally
entered against NAPICO and the other defendants on April 29, 2003.

On  September  24,  2003,  Battle  Fowler,  LLP filed a request to  intervene to
challenge  the  portion  of the  Stipulation  of  Settlement  that would lead to
expungement of the judgment  originally entered on April 29, 2003 against NAPICO
and the other  defendants.  All parties to the  Stipulation  of Settlement  have
opposed this request to  intervene.  A hearing  regarding  the request  occurred
November 10, 2003; however, the court has not yet ruled on the matter.

On August 12, 2003, in connection with the proposed  settlement  pursuant to the
Stipulation of Settlement, NAPICO and AIMCO executed a Settlement Agreement (the
"Settlement  Agreement") with the prior  shareholders of Casden  Properties Inc.
The principal terms of the Settlement Agreement include:

      1.    NAPICO will  voluntarily  discontinue the action it commenced on May
            13, 2003 against the former  shareholders of Casden  Properties Inc.
            and other  indemnitors  in AIMCO's March 2002  acquisition of Casden
            Properties Inc. (the "Casden Merger").

      2.    Alan I. Casden and certain  related  entities  will resolve  certain
            pending claims for indemnification  made by NAPICO,  AIMCO and their
            affiliates.  These  claims  include  indemnification  related to the
            litigation  and certain other matters in connection  with the Casden
            Merger.

          3.   AIMCO,  or an  affiliate,  will  deposit  $25  million of the $29
               million that Alan I. Casden is responsible  for  depositing  into
               the escrow account for the benefit of the Plaintiffs  pursuant to
               the terms of the  Stipulation of Settlement.  In connection  with
               this deposit by AIMCO,  The Casden Company will transfer to AIMCO
               531,915  shares of AIMCO Class A Common Stock owned by The Casden
               Company,  which  shares  are to be held in escrow by AIMCO  until
               final approval of the  Stipulation of Settlement by the court and
               the Plaintiffs.  Upon such approval,  AIMCO will become the owner
               of the  531,915  shares.  If final  approval by the court and the
               Plaintiffs  is not obtained,  the $25 million  deposited by AIMCO
               into the escrow  account will be returned to AIMCO and AIMCO will
               return to The Casden  Company the 531,915  shares.  On August 25,
               2003,  AIMCO caused the $25 million to be deposited in the escrow
               account for the benefit of the  Plaintiffs and The Casden Company
               and Alan I.  Casden  deposited  in escrow the  531,915  shares in
               accordance with the Settlement Agreement.

          4.   The Casden Company will promise to pay an aggregate amount of $35
               million on a  secured,  nonrecourse  basis to NAPICO.  The Casden
               Company  will be  obligated  to pay an aggregate of $7 million of
               the  obligation  each year. The obligation to pay the $35 million
               will bear the same  interest  and mature on the same  schedule as
               the promissory notes issued by NAPICO to the plaintiffs  pursuant
               to the  Stipulation of Settlement.  Payment of these  obligations
               will be secured by (i) a pledge of 744,681  shares of AIMCO Class
               A Common Stock owned by Alan I. Casden or an  affiliated  entity,
               plus up to 60,000  additional  shares for accrued  interest,  and
               (ii) cash  proceeds of  recoveries  or  settlements  that Alan I.
               Casden  or  any  of  his   affiliates,   or  any  of  the  former
               shareholders  of Casden  Properties  Inc.,  receive in connection
               with or related to the litigation  (collectively,  "Recoveries").
               The payment  obligations to NAPICO will be required to be prepaid
               with any Recoveries  received.  Payment may be made in cash or in
               shares of AIMCO Class A Common  Stock having a value based on the
               greater  of $47 per share or the market  value of such  shares at
               the time of payment,  except  payments with respect to Recoveries
               must be made in cash.

In addition to the litigation  discussed above, the Corporate General Partner is
involved in various other  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:

            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.

            31.1  Certification   of  equivalent  of  Chief  Executive   Officer
                  pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a),
                  as Adopted Pursuant to Section 302 of the  Sarbanes-Oxley  Act
                  of 2002.

            31.2  Certification   of  equivalent  of  Chief  Financial   Officer
                  pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a),
                  as Adopted Pursuant to Section 302 of the  Sarbanes-Oxley  Act
                  of 2002.

            32.1  Certification  Pursuant to 18 U.S.C.  Section 1350, as Adopted
                  Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

     (b) Reports on Form 8-K filed during the quarter ended September 30, 2003:

            Current  Report on Form 8-K dated August 11, 2003 and filed with the
            Securities and Exchange Commission on August 13, 2003 disclosing the
            Stipulation  of Settlement  relating to the settlement of litigation
            against NAPICO as the Corporate General Partner of the Partnership.



<PAGE>


                                   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: November 12, 2003



<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, David R. Robertson, certify that:


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

2.    Based on my knowledge,  this 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
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  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 report;

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

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  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 report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

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

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.

Date:  November 12, 2003

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


<PAGE>




Exhibit 31.2


                                  CERTIFICATION


I, Brian H. Shuman, certify that:


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

2.    Based on my knowledge,  this 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
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  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 report;

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

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  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 report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

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

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.

Date:  November 12, 2003

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


<PAGE>

Exhibit 32.1


                          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 of Real Estate Associates
Limited V (the "Partnership"), for the quarterly period ended September 30, 2003
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:  November 12, 2003


                                           /s/Brian H. Shuman
                                    Name:  Brian H. Shuman
                                    Date:  November 12, 2003


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