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FORM 10-QSBQUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report

U.S. 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 March 31, 2002



|[   ] | 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 0-12438

REAL ESTATE ASSOCIATES LIMITED V(A California Limited Partnership)

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

9090 Wilshire Blvd., Suite 201,
Beverly Hills, California 90211
(Address of principal executive offices)

(310) 278-2191
(Issuers telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes  [X]    No  [   ]



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TABLE OF CONTENTS



|                           |                                                                                               |                                            |  |  |  |  |  | 
|-------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------ |  |  |  |  |  | 
|                           |                                                                                               | BALANCE SHEET                             
|                           |                                                                                               | STATEMENTS OF OPERATIONS                  
|                           |                                                                                               | STATEMENT OF PARTNERS EQUITY (DEFICIENCY)
|                           |                                                                                               | STATEMENTS OF CASH FLOWS                  
|                           |                                                                                               | NOTES TO FINANCIAL STATEMENTS             
|                           | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|PART II. OTHER INFORMATION
|                           | ITEM 1. LEGAL PROCEEDINGS                                                                    
|                           | ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURES                



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REAL ESTATE ASSOCIATES LIMITED V
(a California limited partnership)

INDEX TO FORM 10-QSB

FOR THE QUARTER ENDED MARCH 31, 2002

|           |  |                                                                                       |    |                                                                               |    |  |   | 
|---------- |  | ------------------------------------------------------------------------------------- | -- | ----------------------------------------------------------------------------- | -- |  | - | 
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|PART I.    |  | FINANCIAL INFORMATION                                                                 |    |                                                                               |    | 
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|Item 1.    |  | Financial Statements                                                                  |    |                                                                               |    | 
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|           |  |                                                                                       |    | Balance Sheet,
March 31, 2002                                                 |    |  | 1 | 
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|           |  |                                                                                       |    | Statements of Operations,
Three Months Ended March 31, 2002 and 2001          |    |  | 2 | 
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|           |  |                                                                                       |    | Statement of Partners Equity (Deficiency),
Three Months Ended March 31, 2002 |    |  | 3 | 
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|           |  |                                                                                       |    | Statements of Cash Flows,
Three Months Ended March 31, 2002 and 2001          |    |  | 4 | 
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|           |  |                                                                                       |    | Notes to Financial Statements                                                 |    |  | 5 | 
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|Item 2.    |  | Managements Discussion and Analysis of Financial
Condition and Results of Operations |    |                                                                               | 11 | 
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|PART II.   |  | OTHER INFORMATION                                                                     |    |                                                                               |    | 
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|Item 1.    |  | Legal Proceedings                                                                     |    |                                                                               | 13 | 
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|Item 6.    |  | Exhibits and Reports on Form 8-K                                                      |    |                                                                               | 13 | 
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|Signatures |  |                                                                                       | 14 |                                                                              



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REAL ESTATE ASSOCIATES LIMITED V
(a California limited partnership)

BALANCE SHEET

MARCH 31, 2002

ASSETS

|                                              |                  |                                        |           |           |           | 
|--------------------------------------------- | ---------------- | -------------------------------------- | --------- | --------- | --------- | 
|INVESTMENTS IN LIMITED PARTNERSHIPS (Note 2)  |                  | $                                      | 701,189   |          
|CASH AND CASH EQUIVALENTS (Note 1)            |                  |                                        | 356,534   |          
|                                              |                  |                                        |           |          
|                                              |                  | TOTAL ASSETS                           |           | $         | 1,057,723 | 
|                                              |                  |                                        |           |          
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|LIABILITIES AND PARTNERS EQUITY             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|                                             
|LIABILITIES:                                  |                  |                                        |           |          
|                                              | Accounts payable |                                        | $         | 56,941    |          
|                                              |                  |                                        |           |          
|COMMITMENTS AND CONTINGENCIES (Notes 3 and 4) |                  |                                        |           |          
|PARTNERS EQUITY (DEFICIENCY):                |                  |                                        |           |          
|                                              | General partners |                                        |           | (147,336  | )        
|                                              | Limited partners |                                        |           | 1,148,118 |          
|                                              |                  |                                        |           |          
|                                              |                  |                                        | 1,000,782 |          
|                                              |                  |                                        |           |          
|                                              |                  | TOTAL LIABILITIES AND PARTNERS
EQUITY |           | $         | 1,057,723 | 
|                                              |                  |                                        |           |          

The accompanying notes are an integral part of these financial statements.



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REAL ESTATE ASSOCIATES LIMITED V
(a California limited partnership)

STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
(Unaudited)

|                                                                                       |                                            |                          |         |        |        |      |         |        |        | 
|-------------------------------------------------------------------------------------- | ------------------------------------------ | ------------------------ | ------- | ------ | ------ | ---- | ------- | ------ | ------ | 
|                                                                                       |                                            |                          |         | 2002   |        | 2001
|                                                                                       |                                            |                          |         |        |        |     
|INTEREST INCOME                                                                        |                                            | $                        | 675     |        |        | $    | 4,416   |       
|                                                                                       |                                            |                          |         |        |        |      |         |       
|OPERATING EXPENSES:                                                                    |                                            |                          |         |        |        |      |         |       
|                                                                                       | Legal and accounting                       |                          |         | 17,974 |        |      |         | 11,975 |       
|                                                                                       | Management fees - general partner (Note 3) |                          |         | 10,480 |        |      |         | 10,480 |       
|                                                                                       | Administrative (Note 3)                    |                          |         | 8,475  |        |      |         | 6,801  |       
|                                                                                       |                                            |                          |         |        |        |      |         |       
|                                                                                       |                                            | Total operating expenses |         |        | 36,929 |      |         |        | 29,256 | 
|                                                                                       |                                            |                          |         |        |        |      |         |       
|LOSS FROM OPERATIONS                                                                   |                                            |                          | (36,254 | )      |        |      | (24,840 | )     
|EQUITY IN INCOME OF LIMITED
PARTNERSHIP AND AMORTIZATION OF
ACQUISITION COSTS (Note 2) |                                            |                          | 39,199  |        |        |      | 63,000  |       
|                                                                                       |                                            |                          |         |        |        |      |         |       
|NET INCOME                                                                             |                                            | $                        | 2,945   |        |        | $    | 38,160  |       
|                                                                                       |                                            |                          |         |        |        |      |         |       
|NET INCOME PER LIMITED PARTNERSHIP
INTEREST (Note 1)                                   |                                            | $                        | 0.38    |        |        | $    | 5       |       
|                                                                                       |                                            |                          |         |        |        |      |         |       

The accompanying notes are an integral part of these financial statements.



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REAL ESTATE ASSOCIATES LIMITED V
(a California limited partnership)

STATEMENT OF PARTNERS EQUITY (DEFICIENCY)
FOR THE THREE MONTHS ENDED MARCH 31, 2002
(Unaudited)

|                      |                                                      |  |          |          |          |  |       |           |  |  |   |           | 
|--------------------- | ---------------------------------------------------- |  | -------- | -------- | -------- |  | ----- | --------- |  |  | - | --------- | 
|                      |                                                      |  | General  |          | Limited  |  |       |           | 
|                      |                                                      |  | Partners |          | Partners |  | Total
|                      |                                                      |  |          |          |          |  |      
|PARTNERSHIP INTERESTS |                                                      |  |          |          |          |  | 7,808 |           |  |  |   |          
|                      |                                                      |  |          |          |          |  |       |           |  |  |   |          
|EQUITY (DEFICIENCY), 
|                      | January 1, 2002                                      |  | $        | (147,365 | )        |  | $     | 1,145,202 |  |  | $ | 997,837   | 
|                      | Net income for the three months
ended March 31, 2002 |  |          | 29       |          |  |       | 2,916     |  |  |   | 2,945     | 
|                      |                                                      |  |          |          |          |  |       |           |  |  |   |          
|EQUITY (DEFICIENCY), 
|                      | March 31, 2002                                       |  | $        | (147,336 | )        |  | $     | 1,148,118 |  |  | $ | 1,000,782 | 
|                      |                                                      |  |          |          |          |  |       |           |  |  |   |          

The accompanying notes are an integral part of these financial statements.



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REAL ESTATE ASSOCIATES LIMITED V
(a California limited partnership)

STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
(Unaudited)

|                                               |                                                                               |                                                                                |                                       |       |         |         |         |        |         |         |  
|---------------------------------------------- | ----------------------------------------------------------------------------- | ------------------------------------------------------------------------------ | ------------------------------------- | ----- | ------- | ------- | ------- | ------ | ------- | ------- | -
|                                               |                                                                               |                                                                                |                                       |       | 2002    |         | 2001   
|                                               |                                                                               |                                                                                |                                       |       |         |         |        
|CASH FLOWS FROM OPERATING ACTIVITIES:          |                                                                               |                                                                                |                                       |       |         |         |         |       
|                                               | Net income                                                                    |                                                                                | $                                     | 2,945 |         |         | $       | 38,160 |        
|                                               | Adjustments to reconcile net income to
net cash used in operating activities: |                                                                                |                                       |       |         |         |         |        |        
|                                               |                                                                               | Equity in income of limited partnerships
and amortization of acquisition costs |                                       |       | (39,199 | )       |         |        | (63,000 | )      
|                                               |                                                                               | Increase (decrease) in accounts payable                                        |                                       |       | 12,654  |         |         |        | (6,052  | )      
|                                               |                                                                               |                                                                                |                                       |       |         |         |         |       
|                                               |                                                                               |                                                                                | Net cash used in operating activities |       |         | (23,600 | )       |        |         | (30,892 | )
|                                               |                                                                               |                                                                                |                                       |       |         |         |         |       
|NET DECREASE IN CASH AND CASH EQUIVALENTS      |                                                                               |                                                                                | (23,600                               | )     |         |         | (30,892 | )     
|CASH AND CASH EQUIVALENTS, beginning of period |                                                                               |                                                                                | 380,132                               |       |         |         | 386,033 |       
|                                               |                                                                               |                                                                                |                                       |       |         |         |         |       
|CASH AND CASH EQUIVALENTS, end of period       |                                                                               | $                                                                              | 356,534                               |       |         | $       | 355,143 |       
|                                               |                                                                               |                                                                                |                                       |       |         |         |         |       

The accompanying notes are an integral part of these financial statements.



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REAL ESTATE ASSOCIATES LIMITED V
(a California limited partnership)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2002

NOTE 1 - 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 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 March 31,
2002, and the results of operations and changes in cash flows for the three
months then ended.

The general partners have a 1 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.
National Partnership Investments Corp. (NAPICO) is the managing general partner
of the Partnership. 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.

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 NAPICO.

Basis of Presentation

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

Recent Accounting Pronouncements

In July 2001, Statement of Financial Accounting Standards Number (SFAS No.)
141, Business Combinations and SFAS No. 142, Goodwill and Other Intangible
Assets were issued. SFAS No. 141 was effective immediately and SFAS 142 was
effective January 2002. In June 2001, SFAS No. 143, Accounting for Asset
Retirement Obligations was issued. In August 2001, SFAS No. 144, Accounting
for the Impairment or Disposal of Long-Lived Assets was issued. The new
standards are not expected to have a significant impact on the Partnerships
financial statements.



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REAL ESTATE ASSOCIATES LIMITED V
(a California limited partnership)

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2002

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

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 on a straight line basis 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.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and bank certificates of deposit with
an original maturity of three months or less. The Partnership has its cash and
cash equivalents on deposit primarily with two high credit quality financial
institutions. Such cash and cash equivalents are in excess of the FDIC
insurance limit.

Income Taxes

No provision has been made for income taxes in the accompanying financial
statements since such taxes, if any, are the liability of the individual
partners.

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.



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REAL ESTATE ASSOCIATES LIMITED V
(a California limited partnership)

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2002

NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS

As of March 31, 2002, the Partnership holds limited partnership interests in 3
limited partnerships. The limited partnerships owned as of March 31, 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, as a limited partner, is entitled to 99 percent of the profits
and losses in these limited partnerships.

Equity in losses of limited partnerships is recognized in the financial
statements until the limited partnership investment account is reduced to a
zero balance. Losses incurred after the limited partnership investment account
is reduced to zero are not recognized. The cumulative amount of the
unrecognized equity in losses of certain limited partnerships was in the
aggregate approximately $189,000 as of March 31, 2002.

Distributions from the limited partnerships are accounted for as a return of
capital until the investment balance is reduced to zero or to a negative amount
equal to further capital contributions required. Subsequent distributions
received are recognized as income.

The following is a summary of the investment in limited partnerships for the
three months ended March 31, 2002:

|                                         |  |   |         |  
|---------------------------------------- |  | - | ------- | -
|Balance, beginning of period             |  | $ | 661,990 |  
|Amortization of acquisition costs        |  |   | (1,559  | )
|Equity in income of limited partnerships |  |   | 40,758  |  
|                                         |  |   |         |  
|Balance, end of period                   |  | $ | 701,189 |  
|                                         |  |   |         |  



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REAL ESTATE ASSOCIATES LIMITED V
(a California limited partnership)

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2002

NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (Continued)

The following are unaudited combined estimated statements of operations for the
three months ended March 31, 2002 and 2001 for the limited partnerships in
which the Partnership has investments:

|         |               |  |                |         |                |  |         |         | 
|-------- | ------------- |  | -------------- | ------- | -------------- |  | ------- | ------- | 
|         |               |  | Three months   |         | Three months  
|         |               |  | ended          |         | ended         
|         |               |  | March 31, 2002 |         | March 31, 2001
|         |               |  |                |         |               
|Revenues |               |  |                |         |                |  |         |        
|         | Rental income |  | $              | 774,000 |                |  | $       | 793,000 | 
|         |               |  |                |         |                |  |         |        
|Expenses |               |  |                |         |                |  |         |        
|         | Depreciation  |  |                | 83,000  |                |  |         | 81,000  | 
|         | Interest      |  |                | 300,000 |                |  |         | 300,000 | 
|         | Operating     |  |                | 304,000 |                |  |         | 310,000 | 
|         |               |  |                |         |                |  |         |        
|         |               |  | 687,000        |         |                |  | 691,000 |        
|         |               |  |                |         |                |  |         |        
|         | Net income    |  | $              | 87,000  |                |  | $       | 102,000 | 
|         |               |  |                |         |                |  |         |        

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 was
generally 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.



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REAL ESTATE ASSOCIATES LIMITED V
(a California limited partnership)

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2002

NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (Continued)

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 - MANAGEMENT FEES AND EXPENSES DUE TO GENERAL PARTNER

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 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 $10,480 for the three months ended March 31, 2002 and 2001.

The Partnership reimburses NAPICO for certain expenses. The reimbursement paid
to NAPICO was approximately $1,155 and $1,400 for the three months ended March
31, 2002 and 2001, respectively, 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 managing general partner) and two
investors holding an aggregate of five units of limited partnership interest in
Real Estate Associates Limited VI (another affiliated partnership in which
NAPICO is the managing general partner) commenced an action in the United
States District Court for the Central District of California against the
Partnership, NAPICO and certain other affiliated entities. The complaint
alleges that the defendants breached their fiduciary duty to the limited
partners of certain NAPICO managed partnerships and made 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 seek 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 managing 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 affiliated entities. The second action has been subsumed in the first
action, which has been certified as a class action. On August 21, 2001,
plaintiffs filed a supplemental complaint, which added new claims, including
for a recision of the transfer of partnership interests and an accounting.
Trial is scheduled for July 16, 2002. The managing general partner of such
NAPICO managed partnerships and the other



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REAL ESTATE ASSOCIATES LIMITED V
(a California limited partnership)

NOTES TO FINANCIAL STATEMENTS (Continued)

MARCH 31, 2002

NOTE 4 - CONTINGENCIES (Continued)

defendants believe that the plaintiffs claims are without merit and intend to
contest the actions vigorously.

The managing 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 sheets that require such disclosure approximates fair
value due to their short-term maturity.



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REAL ESTATE ASSOCIATES LIMITED V
(a California limited partnership)

MARCH 31, 2002






|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

Liquidity and Capital Resources

The Partnerships primary sources of funds include interest income earned from
investing available cash and distributions from limited partnerships in which
the Partnership has invested. The Partnership made a distribution to investors
in March 1999, which included using proceeds from the disposition of its
investments in certain limited partnerships.

Results of Operations

Partnership revenues consist primarily of interest income earned on
certificates of deposit and other temporary investment of funds not required
for investment in local partnerships.

Operating expenses consist primarily of recurring general and administrative
expenses and professional fees for services rendered to the Partnership. In
addition, an annual Partnership management fee in an amount equal to .4 percent
of invested assets is payable to the managing general partner.

The Partnership accounts for its investments in the local limited partnerships
on the equity method, thereby adjusting its investment balance by its
proportionate share of the income or loss of the local limited partnerships.
Losses incurred after the limited partnership investment account is reduced to
zero are not recognized in accordance with the equity accounting method.

Distributions received from 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.

Except for certificates of deposit and money market funds, the Partnerships
investments are entirely interests in other limited partnerships primarily
owning government-assisted projects. Available cash is invested in these funds
earning interest income as reflected in the statement of operations. These
funds can be converted to cash to meet obligations as they arise. The
Partnership intends to continue investing available funds in this manner.

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 was
generally 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



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REAL ESTATE ASSOCIATES LIMITED V
(a California limited partnership)

MARCH 31, 2002



|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
|------- | -------------------------------------------------------------------------------------------------

Results of Operations (Continued)

(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.



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REAL ESTATE ASSOCIATES LIMITED V
(a California limited partnership)

MARCH 31, 2002




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 managing general partner) and two
investors holding an aggregate of five units of limited partnership interest in
Real Estate Associates Limited VI (another affiliated partnership in which
NAPICO is the managing general partner) commenced an action in the United
States District Court for the Central District of California against the
Partnership, NAPICO and certain other affiliated entities. The complaint
alleges that the defendants breached their fiduciary duty to the limited
partners of certain NAPICO managed partnerships and made 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 seek 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 managing 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 affiliated entities. The second action has been subsumed in the first
action, which has been certified as a class action. On August 21, 2001,
plaintiffs filed a supplemental complaint, which added new claims, including
for a recission of the transfer of partnership interests and an accounting.
Trial is scheduled for July 16, 2002. The managing general partner of such
NAPICO managed partnerships and the other defendants believe that the
plaintiffs claims are without merit and intend to contest the actions
vigorously.

The managing general partner is involved in various lawsuits. None of these
are related to REAL V.




ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K



| | (a) |  | No exhibits are required per the provision of Item 6 of regulation
S-B and no reports on Form 8-K were filed during the quarter ended
March 31, 2002.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



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REAL ESTATE ASSOCIATES LIMITED V
(a California limited partnership)

MARCH 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.
General Partner
|
| | By:                                                                 | /s/   Peter Kompaniez                                 
| |                                                                    
| | Peter Kompaniez
President                                          
|
| | Date:                                                               | May 15,2002                                           
| |                                                                    
|
| | By:                                                                 | /s/   Brian H. Shuman                                 
| |                                                                    
| | Brian H. Shuman
Chief Financial Officer                            
|
| | Date:                                                               | May 15,2002                                           
| |                                                                    



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