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

                                   Form 10-QSB

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

                For the quarterly period ended June 30, 2004


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


            For the transition period from _________to _________

                         Commission file number 0-12438


                      REAL  ESTATE  ASSOCIATES  LIMITED  V
       (Exact name of small business issuer 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)


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

<PAGE>
                         PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS


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

                                  June 30, 2004

<TABLE>
<CAPTION>

                         ASSETS
<S>                                                                        <C>
Cash and cash equivalents                                                  $ 1,241
Investments in and advances to Local Limited
  Partnerships (Notes 2 and 5)                                                  --

Total assets                                                               $ 1,241

     LIABILITIES AND PARTNERS' (DEFICIENCY) CAPITAL

Liabilities
  Accounts payable and accrued expenses                                      $ 55

Contingencies (Note 4)

Partners' (deficiency) capital
  General Partners                                           $ (145)
  Limited Partners                                             1,331         1,186

Total liabilities and partners' (deficiency) capital                       $ 1,241

               See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>

                                               Three Months Ended           Six Months Ended
                                                    June 30,                    June 30,
                                               2004          2003          2004          2003
Revenues:
<S>                                             <C>           <C>           <C>           <C>
  Interest income                               $ 1           $ 2           $ 2           $ 2

Operating expenses:
  Legal and accounting                             13            32            39            56
  Management fees - partners (Note 3)              10            10            21            21
  Administrative                                    5             6             9             8
        Total operating expenses                   28            48            69            85

Loss from Partnership operations                  (27)          (46)          (67)          (83)
Gain on sale of Local Limited
  Partnership interest                            304            --           304            --
Distributions in excess of investment
  in Local Limited Partnerships (Note 2)           12            --            45            15

Net income (loss)                              $ 289         $ (46)        $ 282         $ (68)

Net income (loss) allocated to general
  partners (1%)                                 $ 3          $ (1)          $ 3          $ (1)
Net income (loss) allocated to limited
  partners (99%)                                  286           (45)          279           (67)

                                               $ 289         $ (46)        $ 282         $ (68)
Net income (loss) per limited partnership
  interest (Note 1)                           $ 36.78       $ (5.79)      $ 35.88       $ (8.62)

               See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

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

                                        General          Limited
                                       Partners          Partners          Total

<S>                                                        <C>
Partnership interests (A)                                  7,777

Partners' (deficiency) capital
  at December 31, 2003                  $ (148)           $1,052           $ 904

Net income for the six months
  ended June 30, 2004                        3               279              282

Partners' (deficiency) capital
  at June 30, 2004                      $ (145)           $1,331           $1,186

(A)   Consists of 7,777 partnership  interests at June 30, 2004 and December
      31, 2003.

               See Accompanying Notes to Financial Statements

</TABLE>

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

<TABLE>
<CAPTION>
                                                                        Six Months Ended
                                                                            June 30,
                                                                       2004           2003
Cash flows from operating activities:
<S>                                                                   <C>            <C>
  Net income (loss)                                                   $ 282          $ (68)
  Adjustments to reconcile net income (loss) to net cash used
   in operating activities:
     Gain on sale of Local Limited Partnership interest                 (304)             --
     Decrease in due from affiliates                                      --              2
     Increase in accounts payable and accrued expenses                    21             23
         Net cash used in operating activities                            (1)           (43)

Cash flows from investing activities:
  Proceeds from sale of limited partnership interest                   1,008             --
  Distributions from Local Limited Partnerships                           --             89
         Net cash provided by investing activities                     1,008             89

Net increase in cash and cash equivalents                              1,007             46
Cash and cash equivalents, beginning of period                           234            235

Cash and cash equivalents, end of period                             $ 1,241         $ 281

               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,
2003  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 June 30,
2004,  and the results of  operations  for the three and six month periods ended
June 30, 2004 and 2003, respectively.

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.
The  Corporate  General  Partner is a  subsidiary  of Apartment  Investment  and
Management Company ("AIMCO"), a publicly traded real estate investment trust.

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 were being
amortized by the straight line method over the estimated lives of the underlying
assets,  which was  generally  30 years.  All such costs have been  amortized or
written off at June 30, 2004.

Net Income (Loss) Per Limited Partnership Interest

Net income  (loss) per limited  partner  interest  was  computed by dividing the
limited  partners'  share  of  net  income  (loss)  by  the  number  of  limited
partnership interests outstanding at December 31st of the prior year. The number
of limited partnership interests was 7,777 at December 31, 2003 and 2002.

Recent Accounting Pronouncements

In January 2003 and revised in December 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 to financial  statements for periods
ending after December 15, 2004.

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.

NOTE 2 - INVESTMENTS IN AND ADVANCES TO LOCAL LIMITED PARTNERSHIPS

As of June 30, 2004, the Partnership holds limited partnership  interests in two
limited   partnerships  ("Local  Limited   Partnerships").   The  Local  Limited
Partnerships owned, as of June 30, 2004,  residential low-income rental projects
consisting  of 88  apartment  units.  The mortgage  loans of these  projects are
payable to or insured by various governmental agencies.

On April 28, 2004, the Partnership sold its 99% limited partner interest in West
Town Housing Partners,  which owned the property,  Bickerdike Apartments,  to an
unrelated third party for approximately $1,008,000. The Partnership recognized a
gain on sale of Local Limited  Partnership  interest of approximately  $304,000,
after reserves of approximately  $34,000 for an Illinois partnership tax, during
the three and six months ended June 30, 2004.

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 one of the two remaining Local Limited Partnerships is
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 other
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  June  30,  2004,  the  investment  balance  in all of the  Local  Limited
Partnerships had been reduced to zero.

The following is a summary of the investments in Local Limited  Partnerships for
the six months ended June 30, 2004 (in thousands):

               Balance, beginning of period                    $ 670
               Amortization of acquisition costs                   (1)
               Equity in income of Local Limited
                 Partnerships                                       1
               Sale of interest in Local Limited
                 Partnerships                                    (670)

               Balance, end of period                          $  --

The following are unaudited combined estimated  statements of operations for the
three  and six  months  ended  June  30,  2004  and  2003 of the  Local  Limited
Partnerships  in which the  Partnership  has  invested  (2003  amounts have been
restated to exclude the operations of West Town Housing Partners,  for which the
Partnership sold its limited partner interest on April 28, 2004)(in thousands):
<TABLE>
<CAPTION>

                COMBINED ESTIMATED STATEMENTS OF OPERATIONS

                               Three Months Ended              Six Months Ended
                                    June 30,                       June 30,
                              2004           2003             2004            2003
Revenues                                  (Restated)                       (Restated)
  Rental and other
<S>                          <C>             <C>             <C>             <C>
    income                   $ 169           $ 224           $ 388           $ 449

Expenses
  Depreciation                   27              26              54              52
  Interest                       80              85             161             173
  Operating                     103              80             193             171
                                210             191             408             396

Net (loss) income            $ (41)          $ 33            $ (20)           $ 53
</TABLE>

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  $21,000 for each of the six month periods ended June 30, 2004 and
2003.

The Partnership  reimburses NAPICO for certain expenses.  The reimbursement paid
to NAPICO was approximately  $2,000 for each of the six month periods ended June
30, 2004 and 2003 and is included in administrative expenses.

NOTE 4 - CONTINGENCIES

The  Corporate  General  Partner 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.

As  previously  disclosed,  the  Central  Regional  Office of the United  States
Securities and Exchange  Commission is conducting an  investigation  relating to
certain  matters.  AIMCO  believes the areas of  investigation  include  AIMCO's
miscalculated   monthly  net  rental  income  figures  in  third  quarter  2003,
forecasted  guidance,  accounts payable,  rent concessions,  vendor rebates, and
capitalization of expenses and payroll.  AIMCO is cooperating  fully. AIMCO does
not believe that the ultimate outcome will have a material adverse effect on its
consolidated  financial  condition  or results of  operations  taken as a whole.
Similarly,  the  Corporate  General  Partner  does not believe that the ultimate
outcome  will have a  material  adverse  effect on the  Partnership's  financial
condition or results of operations taken as a whole.

NOTE 5 - SALE OF LIMITED PARTNERSHIP INTEREST

On April 28, 2004, the Partnership sold its 99% limited partnership  interest in
West Town  Housing  Partners  to an  unrelated  third  party  for  approximately
$1,008,000.  The Partnership recognized a gain of approximately $304,000,  after
reserves of  approximately  $34,000 for an Illinois  partnership tax, during the
three and six months ended June 30, 2004 as a result of the sale.

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.

The Corporate  General  Partner  monitors  developments in the area of legal and
regulatory  compliance.  For example, the Sarbanes-Oxley Act of 2002 mandates or
suggests additional  compliance measures with regard to governance,  disclosure,
audit and other areas. In light of these changes,  the Partnership  expects that
it will incur higher expenses related to compliance,  including  increased legal
and audit fees.

Liquidity and Capital Resources

The  Partnership's  primary sources of funds include interest income earned from
investing  available cash and distributions  from Local Limited  Partnerships in
which the  Partnership  has  invested.  It is not expected that any of the Local
Limited  Partnerships  in which the  Partnership has invested will generate cash
flow,  from these sources,  sufficient to provide for  distributions  to limited
partners  in any  material  amount.  There  were  no  distributions  made by the
Partnership  to its limited  partners  during the six months ended June 30, 2004
and 2003.  During the six months ended June 30, 2004, the  Partnership  received
approximately  $1,008,000  for its  limited  partnership  interest in one of the
Local Limited  Partnerships  (see  discussion in "Results of  Operations").  The
Partnership is currently  evaluating  what portion of the proceeds to distribute
to its investors.

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.

Distributions  received  from Local  Limited  Partnerships  are  recognized as a
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 six months ended
June 30, 2004 and 2003, the Partnership received  distributions of approximately
$45,000 and $15,000,  respectively,  from Local Limited Partnerships in which it
does not have an investment balance which were recognized as income.

As of June 30, 2004 and 2003, the Partnership  had cash and cash  equivalents of
approximately $1,241,000 and $281,000,  respectively.  Cash and cash equivalents
are on deposit with a financial  institution  earning  interest at market rates.
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 June 30, 2004, the Partnership  has investments in two limited  partnerships,
both 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. On April 28, 2004, the Partnership sold
its 99% limited  partnership  interest in the one Local Limited  Partnership  in
which  it had a  positive  investment  balance  of  approximately  $670,000  for
approximately  $1,008,000.  The Partnership  recognized a gain of  approximately
$304,000,  after reserves of approximately  $34,000 for an Illinois  partnership
tax,  during  the three and six months  ended  June 30,  2004 as a result of the
sale.

Distributions  from the Local Limited  Partnerships  in which the  Partnership's
investment  in the  Local  Limited  Partnership  has been  reduced  to zero were
approximately  $45,000 and  $15,000  for the six months  ended June 30, 2004 and
2003, 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  $39,000 and $56,000 for the six months
ended  June 30,  2004 and 2003,  respectively,  and  approximately  $13,000  and
$32,000 for the three  months  ended June 30, 2004 and 2003,  respectively.  The
decrease  in legal and  accounting  fees is due  primarily  to a decrease in the
costs associated with the annual audit for the Partnership.

Administrative  expenses remained relatively constant for both the three and six
months  ended June 30, 2004 and 2003.  Included in  administrative  expenses are
reimbursements  to NAPICO for  certain  expenses,  which  totaled  approximately
$2,000 for both of the six month periods ended June 30, 2004 and 2003.

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 $21,000 for both of the six month periods ended June 30, 2004
and 2003.

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 876.60 limited  partnership  units ("the Units")
(or 1,753.20  limited  partnership  interests) in the  Partnership  representing
22.54% of the  outstanding  units as of June 30,  2004.  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 and revised in December 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 to financial  statements for periods
ending after December 15, 2004.

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.

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 one of the two remaining Local Limited Partnerships is
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 other
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 6.     EXHIBITS AND REPORTS ON FORM 8-K

     (a)    Exhibits:

            See Exhibit Index attached.

     (b)    Reports on Form 8-K filed during the quarter ended June 30, 2004:

            None.



<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


                                    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: August 16, 2004



<PAGE>


                REAL ESTATE ASSOCIATES LIMITED PARTNERSHIP V
                                  EXHIBIT INDEX


Exhibit     Description of Exhibit

   3        Articles of  incorporation  and bylaws:  The  registrant  is not
            incorporated.  The  Partnership  Agreement  was filed  with Form
            S-11 #266171 which is hereby incorporated by reference.

  10        Material  contracts:  The  registrant  is not party to any  material
            contracts,  other than the  Restated  Certificate  and  Agreement of
            Limited  Partnership  dated May 7, 1982, and the nineteen  contracts
            representing   the   Partnership's   Investment   in  Local  Limited
            Partnerships  as  previously   filed  at  the  Securities   Exchange
            Commission, File #277645 which is hereby incorporated by reference.

  10.1      Assignment and Assumption  Agreement  between Real Estate Associates
            Limited V (REAL V) and Florsheim  Building  Investment Trust,  dated
            January  1,  2004  for the sale of REAL V's  interest  in West  Town
            Housing  Partners  (incorporated  by reference  to the  Registrant's
            Quarterly Report on Form 10-QSB dated March 31, 2004).

  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.

<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 small  business  issuer as of, and for, the periods  presented in this
      report;

4.    The  small  business  issuer'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 small business issuer 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
            small business issuer, 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  small  business   issuer'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  small  business
            issuer's   internal   control  over  financial   reporting  that
            occurred  during the small business  issuer's most recent fiscal
            quarter (the small  business  issuer's  fourth fiscal quarter in
            the case of an quarterly  report) that has materially  affected,
            or  is  reasonably  likely  to  materially   affect,  the  small
            business  issuer's  internal  control over financial  reporting;
            and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer'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 small business  issuer'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 small  business
            issuer's internal control over financial reporting.

Date:  August 16, 2004

                                    /s/David R. Robertson
                                    David R. Robertson
                                    President  and Chief  Executive  Officer  of
                                    National       Partnership       Investments
                                    Corporation,   equivalent   of   the   chief
                                    executive officer of the Partnership
<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 small  business  issuer as of, and for, the periods  presented in this
      report;

4.    The  small  business  issuer'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 small business issuer 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
            small business issuer, 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  small  business   issuer'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  small  business
            issuer's   internal   control  over  financial   reporting  that
            occurred  during the small business  issuer's most recent fiscal
            quarter (the small  business  issuer's  fourth fiscal quarter in
            the case of an quarterly  report) that has materially  affected,
            or  is  reasonably  likely  to  materially   affect,  the  small
            business  issuer's  internal  control over financial  reporting;
            and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer'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 small business  issuer'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 small  business
            issuer's internal control over financial reporting.

Date:  August 16, 2004

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


<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 June 30, 2004 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:  August 16, 2004


                                           /s/Brian H. Shuman
                                    Name:  Brian H. Shuman
                                    Date:  August 16, 2004



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.