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 June 30, 2003


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


                For the transition period from _________to _________

                         Commission file number 0-14458


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


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

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

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

<PAGE>

                         PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS


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

                                  June 30, 2003


                         ASSETS
Cash and cash equivalents                                                 $ 281
Investments in and advances to Local Limited
  Partnerships (Note 2)                                                     670

                                                                          $ 951
     LIABILITIES AND PARTNERS' (DEFICIENCY) CAPITAL

Liabilities
  Accounts payable and accrued expenses                                    $ 23


Partners' (deficiency) capital
  General Partners                                           $ (148)
  Limited Partners                                             1,076        928

                                                                          $ 951

                   See Accompanying Notes to Financial Statements


<PAGE>

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

<TABLE>
<CAPTION>

                                               Three Months Ended           Six Months Ended
                                                    June 30,                    June 30,
                                               2003          2002          2003          2002

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

OPERATING EXPENSES:
  Management fees - partners (Note 3)              10            10            21            21
  Administrative (Note 3)                           6             2             8            10
  Legal and accounting                             32             3            56            21
        Total operating expenses                   48            15            85            52

Loss from Partnership operations                  (46)          (14)          (83)          (51)
Distributions in excess of investment
  in Local Limited Partnerships (Note 2)           --             8            15             8
Equity in income of Local Limited
  Partnerships and amortization of
  acquisition costs (Note 2)                       --            57            --            97

Net (loss) income                              $ (46)        $ 51          $ (68)        $ 54

Net (loss) income allocated to general
  partners (1%)                                $ (1)          $ 1          $ (1)          $ 1
Net (loss) income allocated to limited
  partners (99%)                                  (45)           50           (67)           53

                                               $ (46)        $ 51          $ (68)        $ 54
Net (loss) income per limited partnership
  interest (Note 1)                           $ (5.79)      $ 6.40        $ (8.62)      $ 6.79

                   See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

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

                                        General          Limited
                                       Partners          Partners        Total

Partnership interests                                      7,777

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

Net loss for the six months
  ended June 30, 2003                       (1)              (67)          (68)

Partners' (deficiency) capital,
  June 30, 2003                         $ (148)           $1,076          $ 928
                                                           (A)

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

                   See Accompanying Notes to Financial Statements


<PAGE>

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

                                                                        Six Months Ended
                                                                            June 30,
                                                                       2003           2002
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                   <C>             <C>
  Net (loss) income                                                   $ (68)          $ 54
  Adjustments to reconcile net (loss) income to net cash used
   in operating activities:
     Equity in income of Local Limited Partnerships and
       amortization of acquisition costs                                  --            (97)
     Decrease in due from affiliates                                       2             --
     Decrease (increase) in accounts payable and accrued
       expenses                                                           23            (12)
         Net cash used in operating activities                           (43)           (55)

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

Net increase (decrease) in cash and cash equivalents                      46            (55)
Cash and cash equivalents, beginning of period                           235            380

Cash and cash equivalents, end of period                              $ 281          $ 325


                   See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

                        REAL ESTATE ASSOCIATES LIMITED V
                       (a California limited partnership)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The information  contained in the following notes to the financial statements is
condensed  from  that  which  would  appear  in  the  annual  audited  financial
statements;  accordingly,  the financial  statements  included  herein should be
reviewed in conjunction with the financial  statements and related notes thereto
contained in the annual report for the year ended  December 31, 2002 prepared by
Real Estate Associates Limited V (the "Partnership"). Accounting measurements at
interim dates inherently involve greater reliance on estimates than at year end.
The results of operations for the interim period  presented are not  necessarily
indicative of the results for the entire year.

In  the  opinion  of  the  Partnership,  the  accompanying  unaudited  financial
statements  contain all adjustments  (consisting  primarily of normal  recurring
accruals)  necessary  to present  fairly the  financial  position as of June 30,
2003, and the results of operations and changes in cash flows for the six months
then ended.

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

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

Basis of Presentation

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

Method of Accounting for Investments in Limited Partnerships

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

Net (Loss) Income Per Limited Partnership Interest

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

Recent Accounting Pronouncements

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

The Partnership has not entered into any partnership  investments  subsequent to
January  31,  2003.  The  Partnership  is  in  the  process  of  evaluating  its
investments in unconsolidated  partnerships that may be deemed variable interest
entities  under the  provisions of FIN 46. At June 30, 2003,  the  Partnership's
maximum  exposure to loss with  regard to  unconsolidated  partnerships  was its
recorded investment in these partnerships totaling  approximately  $670,000. 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 net earnings,  the Partnership cannot make any definitive conclusion until it
completes its evaluation.

NOTE 2 - INVESTMENTS IN AND ADVANCES TO LOCAL LIMITED PARTNERSHIPS

As of June 30, 2003,  the  Partnership  holds limited  partnership  interests in
three limited  partnerships  ("Local Limited  Partnerships").  The Local Limited
Partnerships owned, as of June 30, 2003,  residential low-income rental projects
consisting  of 228 apartment  units.  The mortgage  loans of these  projects are
payable to or insured by various governmental agencies.

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

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

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

As of June 30, 2003,  the  investment  balance in two of the three Local Limited
Partnerships had been reduced to zero.

The following is a summary of the investments in Local Limited  Partnerships for
the six months ended June 30, 2003 (in thousands):

               Balance, beginning of period                    $ 759
               Amortization of acquisition costs                  (3)
               Equity in income of Local Limited
                 Partnerships                                      3
               Distribution received recognized as a
                 reduction in investment balance                 (89)

               Balance, end of period                          $ 670

The following are unaudited combined estimated  statements of operations for the
six months  ended June 30, 2003 and 2002 of the Local  Limited  Partnerships  in
which the Partnership has invested:
<TABLE>
<CAPTION>

                    COMBINED ESTIMATED STATEMENTS OF OPERATIONS

                               Three Months Ended              Six Months Ended
                                    June 30,                       June 30,
                              2003           2002             2003            2002
Revenues                                         (in thousands)
  Rental and other
<S>                          <C>             <C>            <C>             <C>
    income                   $ 725           $ 774          $ 1,477         $ 1,548

Expenses
  Depreciation                   80              83             163             166
  Interest                      302             300             609             600
  Operating                     258             304             560             608
                                640             687           1,332           1,374
Net income                    $  85           $  87           $ 145           $ 174
</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, 2003 and
2002.

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, 2003 and 2002 and is included in administrative expenses.

NOTE 4 - CONTINGENCIES

On August 27, 1998, two investors holding an aggregate of eight units of limited
partnership  interests  in Real Estate  Associates  Limited  III (an  affiliated
partnership in which NAPICO is the corporate  general partner) and two investors
holding an  aggregate  of five units of limited  partnership  interests  in Real
Estate Associates Limited VI (another affiliated  partnership in which NAPICO is
the corporate general partner) commenced an action in the United States District
Court for the Central District of California against the Partnership, NAPICO and
certain other  defendants.  The complaint  alleged that the defendants  breached
their  fiduciary  duty  to  the  limited  partners  of  certain  NAPICO  managed
partnerships  and  violated  securities  laws by  making  materially  false  and
misleading statements in the consent solicitation statements sent to the limited
partners  of  such  partnerships   relating  to  approval  of  the  transfer  of
partnership interests in limited partnerships, owning certain of the properties,
to affiliates of Casden  Properties  Inc.,  organized by an affiliate of NAPICO.
The plaintiffs  sought  equitable  relief,  as well as compensatory  damages and
litigation  related costs.  On August 4, 1999, one investor  holding one unit of
limited  partnership  interest in Housing Programs  Limited (another  affiliated
partnership  in which  NAPICO is the  corporate  general  partner)  commenced  a
virtually  identical  action in the United States District Court for the Central
District  of  California  against  the  Partnership,  NAPICO and  certain  other
entities.  The second action was subsumed in the first action, and was certified
as a  class  action.  On  August  21,  2001,  plaintiffs  filed  a  supplemental
complaint,  which added new claims,  including a  rescission  of the transfer of
partnership interests and an accounting.

In November 2002, the jury returned  special verdicts against NAPICO and certain
other defendants in the amount of approximately  $25.2 million for violations of
securities laws and against NAPICO for approximately  $67.3 million for breaches
of fiduciary duty. In addition, the jury awarded the plaintiffs punitive damages
against  NAPICO of  approximately  $92.5  million.  On April 29, 2003, the Court
entered  judgment  against NAPICO and certain other  defendants in the amount of
$25.2 million for  violations of  securities  laws and against  NAPICO for $67.3
million for breaches of  fiduciary  duty,  both  amounts plus  interest of $25.6
million, and for punitive damages against NAPICO in the amount of $2.6 million.

On May 30, 2003,  NAPICO and certain other defendants  entered into a memorandum
of  understanding  with the plaintiff  class and their  counsel  relating to the
settlement of the litigation.

On August 11,  2003,  NAPICO  entered  into a  Stipulation  of  Settlement  (the
"Stipulation of Settlement")  with the plaintiff  class (the  "Plaintiffs")  and
their counsel  relating to the settlement of the litigation.  The Stipulation of
Settlement remains subject to the preliminary and final approval of the court as
well  as the  approval  of  the  Plaintiffs.  Pursuant  to  the  Stipulation  of
Settlement,  within two days after receiving the court's preliminary approval of
the proposed settlement,  Alan I. Casden, on behalf of himself, NAPICO and other
defendants in the litigation,  is responsible for depositing $29 million into an
escrow  account for the benefit of the  Plaintiffs.  Upon final court  approval,
approval  by the  Plaintiffs  and the  lapse of any  time to  appeal  the  court
approval of the settlement, the following shall occur:

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

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

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

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

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

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

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

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

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

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

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

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

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  Actual results may differ materially
from those described in the forward-looking statements and will be affected by a
variety of risks and factors including,  without limitation:  national and local
economic  conditions;  the terms of  governmental  regulations  that  affect the
Registrant and interpretations of those regulations; the competitive environment
in which the Registrant operates;  financing risks, including the risk that cash
flows from operations may be insufficient to meet required payments of principal
and interest;  real estate risks, including variations of real estate values and
the general  economic  climate in local markets and  competition  for tenants in
such markets;  litigation,  including  costs  associated  with  prosecuting  and
defending  claims  and  any  adverse   outcomes,   and  possible   environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

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

Liquidity and Capital Resources

The  Partnership's  primary sources of funds include interest income earned from
investing  available  cash and the receipt of  distributions  from Local Limited
Partnerships in which the Partnership has invested.  It is not expected that any
of the Local Limited  Partnerships  in which the  Partnership  has invested will
generate cash flow sufficient to provide for  distributions  to limited partners
in any material amount.  No distributions  were made during the six months ended
June 30, 2003 and 2002.

The properties in which the Partnership has invested, through its investments in
the Local Limited Partnerships, receive one or more forms of assistance from the
Federal  Government.  As a result,  the Local Limited  Partnerships'  ability to
transfer  funds either to the  Partnership  or among  themselves  in the form of
distributions,  loans or advances is generally  restricted  by these  government
assistance programs. These restrictions, however, are not expected to impact the
Partnership's  ability  to meet  its cash  obligations.  The  Corporate  General
Partner monitors developments in the area of legal and regulatory compliance and
is studying new federal laws,  including  the  Sarbanes-Oxley  Act of 2002.  The
Sarbanes-Oxley Act of 2002 mandates or suggests  additional  compliance measures
with regard to governance,  disclosure, audit and other areas. In light of these
changes,  the Partnership  expects that it will incur higher expenses related to
compliance, including increased legal and audit fees.

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

As of June 30, 2003 and 2002, the Partnership  had cash and cash  equivalents of
approximately  $281,000 and $325,000,  respectively.  Substantially all of these
amounts are on deposit with a high credit quality financial institution, earning
interest.  The amount of interest  income varies with market rates  available on
deposits and with the amount of funds available for investment. Cash equivalents
can be converted to cash to meet  obligations of the  Partnership as they arise.
The Partnership intends to continue investing available funds in this manner.

Results of Operations

At June 30, 2003, the Partnership has investments in three limited partnerships,
all of which own  housing  projects  that were  substantially  all  rented.  The
Partnership,  as a limited partner, is entitled to 99% of the profits and losses
of the Local Limited Partnerships.  The Partnership,  as a limited partner, does
not exercise control over the activities and operations,  including  refinancing
or  selling  decisions,  of the Local  Limited  Partnerships.  Accordingly,  the
Partnership  accounts for its investment in the Local Limited Partnerships using
the equity method. Thus the individual  investments are carried at cost plus the
Partnership's  share  of  the  Local  Limited  Partnership's  profits  less  the
Partnership's share of the Local Limited Partnership's losses, distributions and
impairment charges. However, since the Partnership is not legally liable for the
obligations of the Local Limited Partnerships,  or is not otherwise committed to
provide  additional  support  to them,  it does not  recognize  losses  once its
investment in each of the Local Limited Partnerships reaches zero. Distributions
from the Local  Limited  Partnerships  are  accounted  for as a reduction of the
investment balance until the investment  balance is reduced to zero.  Subsequent
distributions  received are recognized as income in the accompanying  statements
of operations.  For those  investments where the Partnership has determined that
the carrying value of its investments  approximates  the estimated fair value of
those investments,  the Partnership's policy is to recognize equity in income of
the Local Limited Partnerships only to the extent of distributions  received and
amortization  of  acquisition  costs  from  those  Local  Limited  Partnerships.
Therefore,  the  Partnership  limits its  recognition of equity  earnings to the
amount it expects to ultimately realize. At June 30, 2003, the Partnership has a
positive  investment  balance  in  only  one  Local  Limited  Partnership.   The
Partnership   recognized  equity  in  income  of  Local  Limited   Partnerships,
substantially all from the Local Limited  Partnership with a positive investment
balance,  of approximately zero for both the three and six months ended June 30,
2003 and  approximately  $57,000 and $97,000 for the three and six months  ended
June 30, 2002, respectively.

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

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

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

Operating expenses,  other than management fees, consist of legal and accounting
fees for services rendered to the Partnership and administrative expenses. Legal
and accounting  fees were  approximately  $56,000 and $21,000 for the six months
ended June 30, 2003 and 2002, respectively, and approximately $32,000 and $3,000
for the three months ended June 30, 2003 and 2002, respectively. The increase in
legal  and  accounting  fees is due  primarily  to an  increase  in legal  costs
incurred associated with previously dismissed cases and an increase in the costs
associated with the annual audit for the Partnership.

Administrative  expenses remained relatively constant for both the three and six
months  ended June 30, 2003 and 2002.  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, 2003 and 2002.

A recurring partnership expense is the annual management fee. The fee is payable
to the Corporate  General  Partner of the  Partnership  and is calculated at 0.4
percent of the Partnership's  original remaining invested assets. The management
fee is paid to the Corporate  General  Partner for its continuing  management of
partnership  affairs.  The fee is payable beginning with the month following the
Partnership's initial investment in a Local Limited Partnership. Management fees
were approximately $21,000 for both of the six month periods ended June 30, 2003
and 2002.

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

Other

AIMCO and its affiliates  owned 842.60 limited  partnership  units ("the Units")
(or 1,685.20  limited  partnership  interests) in the  Partnership  representing
21.67% of the  outstanding  units as of June 30,  2003.  A unit  consists of two
limited partnership interests. A number of these Units were acquired pursuant to
tender offers made by AIMCO or its affiliates.  It is possible that AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in 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 and Accounting  Standards  Board ("FASB")  issued
Interpretation  No. 46 ("FIN 46"),  Consolidation of Variable Interest Entities.
FIN 46 requires the  consolidation of entities in which an enterprise  absorbs a
majority of the entity's  expected  losses,  receives a majority of the entity's
expected  residual  returns,  or both, as a result of ownership,  contractual or
other  financial  interests  in the  entity.  Prior to the  issuance  of FIN 46,
entities were generally  consolidated by an enterprise when it had a controlling
financial  interest  through  ownership  of a majority  voting  interest  in the
entity.  FIN 46 applied  immediately to variable interest entities created after
January 31, 2003, and with respect to variable interests held before February 1,
2003, FIN 46 will apply beginning July 1, 2003.

The Partnership has not entered into any partnership  investments  subsequent to
January  31,  2003.  The  Partnership  is  in  the  process  of  evaluating  its
investments in unconsolidated  partnerships that may be deemed variable interest
entities  under the  provisions of FIN 46. At June 30, 2003,  the  Partnership's
maximum  exposure to loss with  regard to  unconsolidated  partnerships  was its
recorded investment in these partnerships totaling  approximately  $670,000. 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 net earnings,  the Partnership cannot make any definitive conclusion until it
completes its evaluation.

Critical Accounting Policies and Estimates

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

Method of Accounting for Investments in Limited Partnerships

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

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

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

ITEM 3.     CONTROLS AND PROCEDURES

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

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

                           PART II - OTHER INFORMATION



ITEM 1.     LEGAL PROCEEDINGS

On August 27, 1998, two investors holding an aggregate of eight units of limited
partnership  interests  in Real Estate  Associates  Limited  III (an  affiliated
partnership in which NAPICO is the corporate  general partner) and two investors
holding an  aggregate  of five units of limited  partnership  interests  in Real
Estate Associates Limited VI (another affiliated  partnership in which NAPICO is
the corporate general partner) commenced an action in the United States District
Court for the Central District of California against the Partnership, NAPICO and
certain other  defendants.  The complaint  alleged that the defendants  breached
their  fiduciary  duty  to  the  limited  partners  of  certain  NAPICO  managed
partnerships  and  violated  securities  laws by  making  materially  false  and
misleading statements in the consent solicitation statements sent to the limited
partners  of  such  partnerships   relating  to  approval  of  the  transfer  of
partnership interests in limited partnerships, owning certain of the properties,
to affiliates of Casden  Properties  Inc.,  organized by an affiliate of NAPICO.
The plaintiffs  sought  equitable  relief,  as well as compensatory  damages and
litigation  related costs.  On August 4, 1999, one investor  holding one unit of
limited  partnership  interest in Housing Programs  Limited (another  affiliated
partnership  in which  NAPICO is the  corporate  general  partner)  commenced  a
virtually  identical  action in the United States District Court for the Central
District  of  California  against  the  Partnership,  NAPICO and  certain  other
entities.  The second action was subsumed in the first action, and was certified
as a  class  action.  On  August  21,  2001,  plaintiffs  filed  a  supplemental
complaint,  which added new claims,  including a  rescission  of the transfer of
partnership interests and an accounting.

In November 2002, the jury returned  special verdicts against NAPICO and certain
other defendants in the amount of approximately  $25.2 million for violations of
securities laws and against NAPICO for approximately  $67.3 million for breaches
of fiduciary duty. In addition, the jury awarded the plaintiffs punitive damages
against  NAPICO of  approximately  $92.5  million.  On April 29, 2003, the Court
entered  judgment  against NAPICO and certain other  defendants in the amount of
$25.2 million for  violations of  securities  laws and against  NAPICO for $67.3
million for breaches of  fiduciary  duty,  both  amounts plus  interest of $25.6
million, and for punitive damages against NAPICO in the amount of $2.6 million.

On May 30, 2003,  NAPICO and certain other defendants  entered into a memorandum
of  understanding  with the plaintiff  class and their  counsel  relating to the
settlement of the litigation.

On August 11,  2003,  NAPICO  entered  into a  Stipulation  of  Settlement  (the
"Stipulation of Settlement")  with the plaintiff  class (the  "Plaintiffs")  and
their counsel  relating to the settlement of the litigation.  The Stipulation of
Settlement remains subject to the preliminary and final approval of the court as
well  as the  approval  of  the  Plaintiffs.  Pursuant  to  the  Stipulation  of
Settlement,  within two days after receiving the court's preliminary approval of
the proposed settlement,  Alan I. Casden, on behalf of himself, NAPICO and other
defendants in the litigation,  is responsible for depositing $29 million into an
escrow  account for the benefit of the  Plaintiffs.  Upon final court  approval,
approval  by the  Plaintiffs  and the  lapse of any  time to  appeal  the  court
approval of the settlement, the following shall occur:

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

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

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

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

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

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

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

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

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

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

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

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

     (a)    Exhibits:

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

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

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

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

     (b) Reports on Form 8-K:

            Current  Report on Form 8-K dated  April 30, 2003 and filed with the
            Securities and Exchange  Commission on April 30, 2003 disclosing the
            initial  judgment  entered  against NAPICO as the Corporate  General
            Partner of the Partnership.

            Current  Report on Form 8-K dated  May 30,  2003 and filed  with the
            Securities  and Exchange  Commission on June 2, 2003  disclosing the
            initial memorandum of understanding  relating to a settlement of the
            litigation  against NAPICO as the Corporate  General  Partner of the
            Partnership.



<PAGE>


                                   SIGNATURES



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


                                    REAL ESTATE ASSOCIATES LIMITED V
                                    (a California limited partnership)


                                    By:   National Partnership Investments Corp.
                                          Corporate General Partner


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


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


                                    Date: August 13, 2003



<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, David R. Robertson, certify that:


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

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

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

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

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

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

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

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

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

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

Date:  August 13, 2003

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


<PAGE>




Exhibit 31.2


                                  CERTIFICATION


I, Brian H. Shuman, certify that:


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

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

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

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

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

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

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

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

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

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

Date:  August 13, 2003

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


<PAGE>

Exhibit 32.1


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002



In connection with the Quarterly Report on Form 10-QSB of Real Estate Associates
Limited V (the  "Partnership"),  for the quarterly period ended June 30, 2003 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  David R. Robertson, as the equivalent of the chief executive officer
of the  Partnership,  and  Brian  H.  Shuman,  as the  equivalent  of the  chief
financial  officer of the  Partnership,  each hereby  certifies,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that, to the best of his knowledge:

      (1)   The Report fully complies with the  requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      (2)   The  information  contained in the Report  fairly  presents,  in all
            material respects, the financial condition and results of operations
            of the Partnership.


                                           /s/David R. Robertson
                                    Name:  David R. Robertson
                                    Date:  August 13, 2003


                                           /s/Brian H. Shuman
                                    Name:  Brian H. Shuman
                                    Date:  August 13, 2003


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