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

                                   Form 10-QSB

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

               For the quarterly period ended March 31, 2004


[ ]   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
             (Exact name of registrant as specified in its charter)


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

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

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

<PAGE>

                         PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS


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

                                 March 31, 2004


                         ASSETS
Cash and cash equivalents                                                 $ 250
Investments in and advances to Local Limited
  Partnerships (Notes 2 and 5)                                              670

Total assets                                                              $ 920

     LIABILITIES AND PARTNERS' (DEFICIENCY) CAPITAL

Liabilities
  Accounts payable and accrued expenses                                    $ 23

Contingencies (Note 4)

Partners' (deficiency) capital
  General Partners                                           $ (148)
  Limited Partners                                             1,045        897

Total liabilities and partners' (deficiency) capital                      $ 920

               See Accompanying Notes to Financial Statements


<PAGE>




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


                                                              Three Months Ended
                                                                   March 31,
                                                             2004           2003
Revenues:
  Interest income                                             $ 1          $ --

Operating expenses:
  Legal and accounting                                          26           24
  Management fees - general partner (Note 3)                    11           11
  Administrative (Note 3)                                        4            2
      Total operating expenses                                  41           37

Loss from partnership operations                               (40)         (37)
Distributions in excess of investment in Local
  Limited Partnerships (Note 2)                                 33           15

Net loss                                                     $ (7)        $ (22)

Net loss allocated to general partners (1%)                  $ --         $  --
Net loss allocated to limited partners (99%)                    (7)         (22)
                                                             $ (7)        $ (22)

Net loss per limited partnership interest (Note 1)          $(0.90)      $(2.83)

               See Accompanying Notes to Financial Statements
<PAGE>

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


                                        General          Limited
                                       Partners          Partners         Total

Partnership interests (A)                                  7,777

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

Net loss for the three months
  ended March 31, 2004                      --                (7)           (7)

Partners' (deficiency) capital
  at March 31, 2004                     $ (148)           $1,045           $ 897

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

               See Accompanying Notes to Financial Statements

<PAGE>

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

                                                                     Three Months Ended
                                                                          March 31,
                                                                     2004           2003
Cash flows from operating activities:
<S>                                                                  <C>           <C>
  Net loss                                                           $ (7)         $ (22)
  Adjustments to reconcile net loss to net cash provided by
    (used in) operating activities:
      Decrease in due from affiliates                                   --             (7)
      Increase in accounts payable and accrued expenses                 23             12
         Net cash provided by (used in) operating activities            16            (17)

Cash flows provided by investing activities:
  Distributions from Local Limited Partnerships recognized
    as a reduction of investment balance                                --             89

Net increase in cash and cash equivalents                               16             72
Cash and cash equivalents, beginning of period                         234            235

Cash and cash equivalents, end of period                             $ 250         $ 307


               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 March 31,
2004,  and the  results of  operations  and  changes in cash flows for the three
months ended March 31, 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.

Basis of Presentation

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

Method of Accounting for Investments in Limited Partnerships

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

Net Loss Per Limited Partnership Interest

Net loss per limited  partner  interest  was  computed  by dividing  the limited
partners'  share of net 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,  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 March 31, 2004, the  Partnership  holds limited  partnership  interests in
three limited  partnerships  ("Local Limited  Partnerships").  The Local Limited
Partnerships owned, as of March 31, 2004, 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.  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's investment balance related to West
Town Housing Partners at March 31, 2004 was approximately $670,000.

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

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

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

As of March 31, 2004, the  investment  balance in two of the three Local Limited
Partnerships had been reduced to zero. The remaining  investment balance relates
to the  Partnership's  investment in West Town Housing  Partners  which was sold
during April 2004 (see Note 5 - Subsequent Event).

The following is a summary of the investments in Local Limited  Partnerships for
the three months ended March 31, 2004 (in thousands):

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

               Balance, end of period                          $ 670


The following are unaudited combined estimated  statements of operations for the
three months ended March 31, 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):

                COMBINED ESTIMATED STATEMENTS OF OPERATIONS

                                                   Three Months Ended
                                                        March 31,
                                                   2004           2003
                                                               (Restated)
Revenues
  Rental                                           $ 211          $ 211
  Other                                                8             14
                                                     219            225
Expenses
  Depreciation                                        27             26
  Interest                                            81             88
  Operating                                           90             91
                                                     198            205
Net income                                         $ 21           $ 20

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  $11,000 for each of the three month  periods ended March 31, 2004
and 2003.

The Partnership  reimburses NAPICO for certain expenses.  The reimbursement paid
to NAPICO was  approximately  $1,000 for each of the three month  periods  ended
March 31, 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.

Pursuant to a formal order of investigation received by AIMCO on March 29, 2004,
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 - SUBSEQUENT EVENT

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  expects  to  recognize  a gain  of  approximately
$300,000 during the second quarter of 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  and  is  studying  new  federal  laws,   including  the
Sarbanes-Oxley  Act of 2002. The Sarbanes-Oxley Act of 2002 mandates or suggests
additional compliance measures with regard to governance,  disclosure, audit and
other areas.  In light of these changes,  the  Partnership  expects that it will
incur higher expenses related to compliance, including increased legal and audit
fees.

Liquidity and Capital Resources

The  Partnership's  primary sources of funds include interest income earned from
investing  available cash and distributions  from Local Limited  Partnerships in
which the  Partnership  has  invested.  It is not expected that any of the Local
Limited  Partnerships  in which the  Partnership has invested will generate cash
flow sufficient to provide for distributions to limited partners in any material
amount.  There were no  distributions  made by the  Partnership  to its  limited
partners during the three months ended March 31, 2004 and 2003.

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 three months ended
March 31, 2004 and 2003, the Partnership received distributions of approximately
$33,000 and $15,000,  respectively,  from Local Limited Partnerships in which it
does not have an investment balance which were recognized as income.

As of March 31, 2004 and 2003, the Partnership has cash and cash  equivalents of
approximately $250,000 and $307,000, 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  March  31,  2004,  the   Partnership   has   investments  in  three  limited
partnerships,  all of which own housing  projects  that were  substantially  all
rented. The Partnership, as a limited partner, is entitled to 99% of the profits
and losses of the Local  Limited  Partnerships.  The  Partnership,  as a limited
partner, does not exercise control over the activities and operations, including
refinancing   or  selling   decisions,   of  the  Local  Limited   Partnerships.
Accordingly,  the  Partnership  accounts for its investment in the Local Limited
Partnerships  using the  equity  method.  Thus the  individual  investments  are
carried at cost plus the Partnership's share of the Local Limited  Partnership's
profits less the Partnership's share of the Local Limited  Partnership's losses,
distributions  and impairment  charges.  However,  since the  Partnership is not
legally liable for the obligations of the Local Limited Partnerships,  or is not
otherwise committed to provide additional support to them, it does not recognize
losses once its  investment  in each of the Local Limited  Partnerships  reaches
zero.  Distributions from the Local Limited  Partnerships are accounted for as a
reduction of the investment  balance until the investment  balance is reduced to
zero.  Subsequent  distributions  received  are  recognized  as  income  in  the
accompanying   statements  of  operations.   For  those  investments  where  the
Partnership   has  determined   that  the  carrying  value  of  its  investments
approximates the estimated fair value of those  investments,  the  Partnership's
policy is to recognize equity in income of the Local Limited  Partnerships  only
to the extent of distributions  received and  amortization of acquisition  costs
from those Local Limited  Partnerships.  Therefore,  the Partnership  limits its
recognition of equity  earnings to the amount it expects to ultimately  realize.
At March 31, 2004, the Partnership has a positive investment balance in only one
Local  Limited  Partnership.  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  expects  to  recognize  a gain  of  approximately
$300,000 during the second quarter of 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  $33,000 and $15,000 for the three months ended March 31, 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  $26,000 and $24,000 for the three months
ended March 31, 2004 and 2003, respectively.

Administrative  expenses  were  approximately  $4,000  and  $2,000 for the three
months ended March 31, 2004 and 2003,  respectively.  Included in administrative
expenses  are  reimbursements  to NAPICO for  certain  expenses,  which  totaled
approximately  $1,000 for both of the three month  periods  ended March 31, 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  $11,000 for both of the three month periods ended March 31,
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 March 31, 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,  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 two of the three  Local  Limited  Partnerships  are
restricted by the Local Limited  Partnerships'  Regulatory  Agreements  with the
United  States  Department  of  Housing  and Urban  Development  ("HUD").  These
restrictions  limit the distribution to 6% of the initial invested capital.  The
excess surplus cash is deposited into a residual receipts reserve,  of which the
ultimate  realization by the Partnership is uncertain as HUD frequently  retains
it upon sale or  dissolution  of the Local  Limited  Partnership.  For the third
Local Limited Partnership distributions of surplus cash are not restricted.  The
Partnership  is  allocated  profits and losses and receives  distributions  from
refinancings  and  sales in  accordance  with the  Local  Limited  Partnerships'
partnership  agreements.   These  agreements  usually  limit  the  Partnership's
distributions to an amount  substantially less than its ownership  percentage in
the Local Limited Partnership.

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

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

ITEM 3.     CONTROLS AND PROCEDURES

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

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

                           PART II - OTHER INFORMATION


ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

     (a)    Exhibits:

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

            Exhibit  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.

            Exhibit 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.

            Exhibit 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.

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

     (b) Reports on Form 8-K filed during the quarter ended March 31, 2004:

            Current  Report on Form 8-K dated  December  30, 2003 and filed with
            the Securities and Exchange Commission on January 2, 2004 disclosing
            the  Stipulation  of  Settlement   relating  to  the  settlement  of
            litigation  against NAPICO as the Corporate  General  Partner of the
            Partnership.



<PAGE>


                                   SIGNATURES



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


                                    REAL ESTATE ASSOCIATES LIMITED V


                                    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: May 13, 2004


<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, David R. Robertson, certify that:


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

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

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

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

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

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

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

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

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

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


Date:  May 13, 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 registrant as of, and for, the periods presented in this report;

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

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

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

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

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

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

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


Date:  May 13, 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 March 31, 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:  May 13, 2004


                                           /s/Brian H. Shuman
                                    Name:  Brian H. Shuman
                                    Date:  May 13, 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.

<PAGE>
                                                                    Exhibit 10.1

                       ASSIGNMENT AND ASSUMPTION AGREEMENT


      Real  Estate  Associates  Limited  V,  a  California  limited  partnership
("Assignor"), for the sum of One Million and no/100 Dollars ($1,000,000.00), the
receipt and sufficiency of which is hereby  acknowledged,  hereby sells, assigns
and transfers to Florsheim Building  Investment Trust ("Assignee") as of January
1, 2004 all of  Assignor's  right,  title  and  interest  as a limited  partner,
including  but not  limited to all  rights of  Assignor  in and to all  profits,
losses and  distributions  of the  Partnership,  as hereafter  defined,  and all
interest of the Assignor in and to the  property and capital of the  Partnership
("Assignor's  Interest")  in West Town  Housing  Partners,  an Illinois  Limited
Partnership  ("Partnership")  pursuant to the terms of that certain  Amended and
Restated Agreement and Certificate of Limited  Partnership dated as of April 29,
1983  ("Agreement").  All  capitalized  terms  used in this  Assignment,  unless
defined in this Assignment,  shall have the same meanings as those terms have in
the Agreement.

      Assignor  does  hereby  covenant  with  Assignee  that  Assignor  will do,
execute,   acknowledge  and  deliver,  or  will  cause  to  be  done,  executed,
acknowledged and delivered all such further acts, transfers, assignments, powers
of  attorney  and  assurances  for the  purpose of better  assuring,  assigning,
granting,  and  confirming  unto  Assignee  all of  Assignor's  Interest  hereby
assigned and transferred as Assignee shall reasonably require.

      Assignor hereby represents and warrants that (a) Assignor has not pledged,
hypothecated,  assigned,  transferred or otherwise encumbered all or any portion
of  Assignor's  Interest to any other person or entity and (b) Assignor has full
power and authority to assign Assignor's Interest to Assignee.

      Assignor hereby  indemnifies and holds Assignee  harmless from any and all
claims made by the  Partnership  or any of its partners that Assignor has failed
to comply fully with and/or perform any obligations  arising under the Agreement
after the date hereof.

      Assignee  hereby  indemnifies and holds harmless the Assignor from any and
all claims made by the  Partnership  or any of its  partners  that  Assignor has
failed to comply fully with and/or  perform any  obligations  arising  under the
Agreement after the date hereof.

      Assignee  accepts the  foregoing  assignment  and  transfer of  Assignor's
Interest  and  assumes all of  Assignor's  commitments,  agreements,  duties and
obligations  under the Agreement,  now existing or hereafter  arising,  from and
after execution of this Agreement by both parties. Assignee agrees to accept the
assignment of  Assignor's  Interest  subject to the terms of the  Mortgage,  the
Regulatory  Agreement  and any  other  documents  required  by the  Governmental
Agencies.

      This  Assignment  and  Assumption  shall be governed by and  construed  in
accordance  with the laws of the State of Illinois and shall be binding upon and
shall inure to the benefit of the Assignor and Assignee.


      In witness whereof,  the undersigned have each executed this Assignment on
the dates set forth opposite their names.


ASSIGNOR:

REAL ESTATE ASSOCIATES LIMITED V
A California limited partnership

By:   National Partnership Investments Corp.

      By:    /s/Michael J. Hornbrook
      Name:  Michael J. Hornbrook
      Title: Senior Vice President


ASSIGNEE:

FLORSHEIM BUILDING INVESTMENT TRUST

By:   /s/Judy Wise
      Judy Wise, Trustee



GENERAL PARTNER CONSENT

/s/Sheldon Baskin         Dated:  January 1, 2004