FORM 10-QSB--QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                        Quarterly or Transitional Report
                  (As last amended by 34-32231, eff. 6/3/93.)


                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Form 10-QSB

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


                For the quarterly period ended August 31, 1996

                                       or

[ ]  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 0-11574


                    SHELTER PROPERTIES V LIMITED PARTNERSHIP
       (Exact name of small business issuer as specified in its charter)

         South Carolina                              57-0721855
(State or other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                    Identification No.)

One Insignia Financial Plaza, P.O. Box 1089
      Greenville, South Carolina                            29602
(Address of principal executive offices)                   (Zip Code)

            Issuer's telephone number (864) 239-1000

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


ITEM 1.FINANCIAL STATEMENTS



a)                SHELTER PROPERTIES V LIMITED PARTNERSHIP

                           CONSOLIDATED BALANCE SHEET
                                  (Unaudited)

                                August 31, 1996



Assets
  Cash:
     Unrestricted                                               $ 3,450,334
     Restricted--tenant security deposits                           380,924
  Accounts receivable                                                38,597
  Escrow for taxes and insurance                                    419,025
  Restricted escrows                                                730,008
  Other assets                                                      663,482
  Investment properties:
     Land                                     $  4,241,860
     Buildings and related personal property    69,458,050
                                                73,699,910
     Less accumulated depreciation             (36,665,648)      37,034,262

                                                                $42,716,632

Liabilities and Partners' (Deficit) Capital

Liabilities
  Accounts payable                                              $   215,418
  Tenant security deposits                                          380,924
  Accrued taxes                                                     341,868
  Other liabilities                                                 713,980
  Mortgage notes payable                                         28,415,305

Partners' (Deficit) Capital
  General partners                            $   (311,221)
  Limited partners (52,538 units
     issued and outstanding)                     12,960,358      12,649,137
                                                                $42,716,632


          See Accompanying Notes to Consolidated Financial Statements

b)               SHELTER PROPERTIES V LIMITED PARTNERSHIP

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)
<TABLE>
<CAPTION>
                                    Three Months Ended           Nine Months Ended
                                        August 31,                   August 31,
                                    1996          1995           1996           1995
<S>                            <C>           <C>            <C>            <C>
Revenues:
  Rental income                 $3,003,511    $2,875,849     $8,976,533     $8,786,788
  Other income                     208,076       168,812        544,920        514,356
  Casualty gains                        --            --             --        213,794
     Total revenues              3,211,587     3,044,661      9,521,453      9,514,938

Expenses:
  Operating                      1,059,019     1,009,852      3,051,750      2,987,861
  General and administrative        78,917       264,277        260,166        509,041
  Maintenance                      624,045       446,842      1,457,367      1,212,578
  Depreciation                     770,231       740,340      2,264,240      2,154,700
  Interest                         666,247       685,477      2,013,846      2,077,511
  Property taxes                   177,013       197,239        584,425        587,651
     Total expenses              3,375,472     3,344,027      9,631,794      9,529,342

     Net loss                   $ (163,885)   $ (299,366)    $ (110,341)    $  (14,404)

Net loss allocated to
  general partners (1%)         $   (1,639)   $   (2,994)    $   (1,103)    $     (144)
Net loss allocated to
  limited partners (99%)          (162,246)     (296,372)      (109,238)       (14,260)

                                $ (163,885)   $ (299,366)    $ (110,341)    $  (14,404)

Net loss per limited
  partnership unit              $    (3.08)   $    (5.64)    $    (2.07)    $     (.27)

<FN>
          See Accompanying Notes to Consolidated Financial Statements
</TABLE>

c)               SHELTER PROPERTIES V LIMITED PARTNERSHIP

        CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS'(DEFICIT) CAPITAL
                                  (Unaudited)
<TABLE>
<CAPTION>

                                  Limited
                                Partnership     General       Limited
                                   Units        Partners      Partners        Total

<S>                               <C>        <C>           <C>            <C>
Original capital contributions     52,538     $   2,000     $52,538,000    $52,540,000


Partners' (deficit) capital
  at November 30, 1995             52,538     $(310,118)    $13,569,584    $13,259,466

Distributions paid to partners                       --        (499,988)      (499,988)

Net loss for the nine months
  ended August 31, 1996                          (1,103)       (109,238)      (110,341)

Partners' (deficit) capital
  at August 31, 1996               52,538     $(311,221)    $12,960,358    $12,649,137

<FN>
          See Accompanying Notes to Consolidated Financial Statements
</TABLE>

d)                  SHELTER PROPERTIES V LIMITED PARTNERSHIP

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                             Nine Months Ended
                                                                 August 31,
                                                            1996           1995
<S>                                                     <C>            <C>
Cash flows from operating activities:
  Net loss                                               $ (110,341)    $  (14,404)
  Adjustments to reconcile net loss to net
    cash provided by operating activities:
      Depreciation                                        2,264,240      2,154,700
      Amortization of discounts and loan costs              104,782        123,662
      Casualty gains                                            --        (213,794)
      Change in accounts:
         Restricted cash                                    (22,196)        (7,094)
         Accounts receivable                                  2,833        (16,681)
         Escrows for taxes and insurance                    (97,346)       136,150
         Other assets                                        11,060        122,946
         Accounts payable                                  (230,420)       258,979
         Tenant security deposit liabilities                 20,019         (5,955)
         Accrued taxes                                      145,531        (65,030)
         Other liabilities                                  128,489         64,415

           Net cash provided by operating activities      2,216,651      2,537,894

Cash flows from investing activities:
  Property improvements and replacements                   (873,828)    (1,479,936)
  Deposits to restricted escrows investments                (62,194)      (273,425)
  Receipts from restricted escrows                           75,605        273,913
  Insurance proceeds from property damage                        --         73,056

           Net cash used in investing activities           (860,417)    (1,406,392)

Cash flows from financing activities:
  Payments on mortgage notes payable                       (608,403)      (556,662)
  Partners' distributions                                  (499,988)      (252,036)
   Loan Costs                                               (53,650)            --

           Net cash used in financing activities         (1,162,041)      (808,698)

Net increase in cash                                        194,193        322,804

Cash at beginning of period                               3,256,141      3,245,424
Cash at end of period                                   $ 3,450,334    $ 3,568,228
Supplemental disclosure of cash flow
    information:
  Cash paid for interest                                $ 1,908,706    $ 1,952,566

<FN>
          See Accompanying Notes to Consolidated Financial Statements
</TABLE>


 d)                  SHELTER PROPERTIES V LIMITED PARTNERSHIP

                CONSOLIDATED STATEMENTS OF CASH FLOWS - continued
                                  (Unaudited)


SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY

Property Damage

Accounts receivable and accounts payable were adjusted by $72,331 and $48,708, 
respectively, at August 31, 1995, for non-cash amounts in connection with 
property damage.


          See Accompanying Notes to Consolidated Financial Statements


e)                  SHELTER PROPERTIES V LIMITED PARTNERSHIP

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)



Note A - Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial  information
and with the  instructions to  Form 10-QSB and  Item 310(b)  of Regulation  S-B.
Accordingly, they do not include all  of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of Shelter Realty V Corporation (the "Corporate General Partner")
all adjustments (consisting of  normal recurring accruals) considered  necessary
for a fair presentation have been included. Operating results for the nine month
period ended August 31, 1996, are not necessarily indicative of the results that
may be expected  for the  fiscal year  ending November  30, 1996.   For  further
information, refer to the financial statements and footnotes thereto included in
the Partnership's annual report on Form  10-KSB for the year ended November  30,
1995.

Cash and Cash Equivalents:

Unrestricted -  Unrestricted cash  includes cash  on hand  and in  banks,  money
market funds and Certificates of Deposit  with original maturities of less  than
90 days.  At certain times,  the amount of cash deposited  at a bank may  exceed
the limit on insured deposits.

Restricted cash - tenant security deposits - The Partnership requires  security
deposits from  lessees for  the duration  of  the lease  and such  deposits  are
considered restricted  cash.   Deposits are  refunded when  the tenant  vacates,
provided the tenant  has not  damaged its  space and  is current  on its  rental
payments.

Certain reclassifications have been made to  the 1995 information to conform  to
the 1996 presentation.

Note B - Reconciliation of Cash Flows

The following is a reconciliation of the subtotal on the accompanying statements
of cash flows captioned "net cash provided by operating activities" to "net cash
used in operations,"  as defined in  the partnership agreement.   However,  "net
cash used in operations" should not  be considered an alternative to net  income
as an indicator of the Partnership's operating performance or to cash flows as a
measure of liquidity.


                                               For the Nine Months Ended
                                                        August 31,
                                                 1996             1995

Net cash provided by operating activities    $2,216,651      $ 2,537,894
  Payments on mortgage notes payable           (608,403)        (556,662)
  Property improvements and replacements       (873,828)      (1,479,936)
  Change in restricted escrows, net              13,411              488
  Changes in reserves for net operating
   liabilities                                   42,030         (487,730)
  Insurance proceeds from property damage            --           73,056
  Additional reserves                          (800,000)        (250,000)
      Net cash used in operations            $  (10,139)      $ (162,890)



The Corporate  General Partner  reserved an  additional $800,000  at August  31,
1996, to fund continuing  capital improvements and to  prepare for the  possible
refinancings of Woodland Village, Lake Johnson Mews and Millhopper Village.   In
1995 the Corporate General Partner believed it to be in the best interest of the
Partnership to  reserve  an  additional  $250,000  to  fund  continuing  capital
improvements at the seven properties.

Note C - Transactions with Affiliated Parties

The Partnership  has no  employees and  is dependent  on the  Corporate  General
Partner and  its  affiliates  for  the  management  and  administration  of  all
partnership activities.   The  Partnership Agreement  provides for  payments  to
affiliates for services and  the reimbursement of  certain expenses incurred  by
affiliates on  behalf of  the Partnership.   Property  management fees  paid  to
affiliates of  Insignia Financial  Group, Inc.,  during  the nine  months  ended
August 31, 1996 and 1995, are included in operating expenses on the consolidated
statement of operations and are reflected in the following table.  The Corporate
General Partner and its affiliates received reimbursements and fees as reflected
in the following table:

                                            For the Nine Months Ended
                                                    August 31,
                                               1996            1995

Property management fees                      $468,908         $459,002
Reimbursement for services of affiliates       157,933          151,991



The Partnership insures its properties under  a master policy through an  agency
and insurer unaffiliated with  the Corporate General Partner.   An affiliate  of
the Corporate  General  Partner acquired,  in  the acquisition  of  a  business,
certain financial obligations from an insurance agency which was later  acquired
by the agent who  placed the current  year's master policy.   The current  agent
assumed the  financial obligations  to the  affiliate of  the Corporate  General
Partner who receives payments on these  obligations from the agent.  The  amount
of the Partnership's insurance premiums accruing to the benefit of the affiliate
of the Corporate  General Partner by  virtue of the  agent's obligations is  not
significant.


Note D - Contingencies


The Corporate General Partner owns 100 Limited Partnership Units ("Units").   On
or about April 26 and 27, 1995, six entities ("Affiliated Purchaser") affiliated
with the Partnership commenced  tender offers for  limited partner interests  in
six limited partnerships, including the Partnership (collectively, the  "Shelter
Properties Partnerships").  On May 27,  1995, the Affiliated Purchaser  acquired
13,171 units of the Partnership pursuant to the  tender offer.  On or about  May
12, 1995,  in  the  United States  District  Court  for the  District  of  South
Carolina, certain  limited  partners  of  the  Shelter  Properties  Partnerships
commenced a lawsuit, on behalf of themselves,  on behalf of a putative class  of
plaintiffs, and  derivatively on  behalf of  the partnerships,  challenging  the
actions taken  by defendants  (including Insignia,  the acquiring  entities  and
certain officers  of  Insignia) in  the  management of  the  Shelter  Properties
Partnerships and in connection with the tender offers and certain other matters.

The  plaintiffs  alleged  that,  among  other   things:    (i)  the   defendants
intentionally mismanaged  the partnerships  and acted  contrary to  the  limited
partners' best  interests by  prolonging the  existence of  the partnerships  in
order to  perpetuate the  revenues  derived by  Insignia  (an affiliate  of  the
Corporate General Partner) and  its affiliates from  the partnerships, (ii)  the
defendants' actions reduced  the demand  for the  partnerships' limited  partner
interests in the limited  resale market by  artificially depressing the  trading
prices  for  limited  partners'  interests  in  order  to  create  a   favorable
environment for  the  tender  offers;  (iii)  through  the  tender  offers,  the
acquiring  entities  sought  to  acquire  effective  voting  control  over   the
partnerships while  paying  highly inadequate  prices;  and (iv)  the  documents
disseminated to the class in connection  with the tender offers contained  false
and misleading statements and omissions of material facts concerning such issues
as the  advantages to  limited  partners of  tendering  pursuant to  the  tender
offers, the true  value of  the interest, the  true financial  condition of  the
partnerships, the factors affecting the likelihood that properties owned by  the
partnerships will be sold  or liquidated  in the near future, the liquidity  and
true value  of  the limited  partner  interests,  the reasons  for  the  limited
secondary market  for limited  partner interests,  and the  true nature  of  the
market for the underlying real estate  assets owned by the partnerships, all  in
violation of the federal securities laws.

On September 27,  1995, the  parties entered into  a stipulation  to settle  the
matter. The principal terms of the stipulation require supplemental payments  to
tendering limited partners aggregating  approximately $6 million  to be paid  by
Affiliated Purchaser, of  which approximately $2,084,000  is Shelter  Properties
V's portion; waiver by the Shelter Properties Partnership's general partners  of
any right to certain  proceeds from a sale  or refinancing of the  partnerships'
properties; some restrictions on Insignia's ability to vote the limited  partner
interests it acquired; payment of $1.25  million (which amount is divided  among
the various partnerships and acquiring  entities) for plaintiffs' attorney  fees
and expenses in the litigation; and general releases of all the defendants.

On June 24, 1996, after notice  to the class and a  hearing on the fairness  and
adequacy of notice and  the terms of settlement,  the court orally approved  the
settlement.  The court signed the formal order on July 30, 1996.  No appeal  was
filed within  thirty days  after the  court entered  the formal  order, and  the
settlement became effective on August 30,  1996.  The Affiliated Purchaser  made
the payments to investors in accordance  with the settlement in early  September
1996.

Note E - Casualty Gains

The Partnership recorded a  casualty gain during 1995  resulting from a fire  at
Woodland Village Apartments to the roof and interiors of four units.  The damage
resulted in  a gain  of $31,761  arising from  proceeds from  the  Partnership's
insurance carrier  of $73,056  which exceeded  the basis  of the  property  plus
expenses to  replace  the  roof and  interiors  damaged.  The  Partnership  also
recorded a casualty gain at  Old Salem Apartments resulting  from a fire in  the
basement and interiors  of nine  units located within  the same  building.   The
damage  resulted  in  a  gain  of  $182,033  arising  from  proceeds  from   the
Partnership's insurance  carrier of  $284,743 which  exceeded the  basis of  the
property plus expenses to replace the interiors of the building damaged.

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


The Partnership's investment  properties consist of  seven apartment  complexes.
The following table sets forth the  average occupancy of the properties for  the
quarters ended August 31, 1996 and 1995:

 
                                       Average
                                      Occupancy
                                   1996       1995
  
Foxfire Apartments
   Atlanta, Georgia                94%         96%

Old Salem Apartments
   Charlottesville, Virginia       85%         89%

Woodland Village Apartments
   Columbia, South Carolina        92%         95%

Lake Johnson Mews
   Raleigh, North Carolina         94%         97%

The Lexington Apartments
   Sarasota, Florida               95%         94%

Millhopper Village Apartments
   Gainesville, Florida            98%         98%

Tar River Estates
   Greenville, North Carolina      85%         88%



The Corporate General Partner attributes the decrease in occupancy at Old  Salem
Apartments to the  property billing  utilities to  the tenants.   The  Corporate
General Partner believes occupancy will improve with the new tenants who will be
willing to pay  utilities in  the near future.   The  Corporate General  Partner
attributes  the  decrease  in  occupancy  at  Woodland  Village  Apartments   to
inconveniences associated with exterior renovations to the property.   Occupancy
should increase as the renovations were completed in August 1996.  The Corporate
General Partner attributes the  decrease in occupancy at  Lake Johnson Mews  and
Tar River Estates to new construction in the local area.

The Partnership's  net loss  for the  nine  months ended  August 31,  1996,  was
$110,341 with the third quarter having a net loss of $163,885.  The  Partnership
reported net loss of $14,404 and $299,366 for the corresponding periods of 1995.
The increase in net loss for the nine months ended August 31, 1996, is primarily
due to an increase  in maintenance expense  in 1996 and  the recognition of  the
casualty gains  of  $213,794 recorded  in  1995  which resulted  from  fires  at
Woodland Village and Old Salem Apartments.  The increase in maintenance  expense
is related to the  repair of mansard  roofs and major  sewer replacement at  Tar
River Estates, parking lot repairs at Lexington Apartments, exterior renovations
at Woodland Village Apartments,  and additional ground  care for all  properties
due to the harsh winter.  Partially offsetting the increase in net loss for  the
nine months ended August 31, 1996, was a decrease in general and  administrative
expense due to a decrease in costs associated with the tender offers in 1995.

The decrease in net loss for the three months ended August 31, 1996, is  related
to an increase in other income and rental income.  Other income increased due to
Old Salem  billing utilities  to the  tenants, interest  rates rising  for  1996
resulting in  increased  interest  income, and  additional  administrative  fees
charged by Lake Johnson  Mews.  Rental  income increased as  a result of  rental
rate increases  at all  the Partnership's  investment properties.   General  and
administrative expense, as discussed above,  and property tax expense  decreased
for the three months ended August 31, 1996.  Property tax expense decreased  due
to the fact that  Tar River Estates and  Foxfire Apartments were re-assessed  by
their respective  tax  authorities  resulting in  a  decrease  in  tax  expense.
Partially offsetting the decrease in net loss for the three months ended  August
31, 1996, was an increase in repairs and maintenance discussed above.

The Partnership recorded a  casualty gain during 1995  resulting from a fire  to
the roof and interiors of four units at Woodland Village Apartments.  The damage
resulted in  a gain  of $31,761  arising from  proceeds from  the  Partnership's
insurance carrier  of $73,056  which exceeded  the basis  of the  property  plus
expenses to  replace the  roof  and interiors  damaged.   The  Partnership  also
recorded a casualty gain at  Old Salem Apartments resulting  from a fire in  the
basement and interiors  of nine  units located within  the same  building.   The
damage  resulted  in  a  gain  of  $182,033  arising  from  proceeds  from   the
Partnership's insurance  carrier of  $284,743 which  exceeded the  basis of  the
property plus expenses to replace the interiors of the building damaged.

As part of the ongoing business  plan of the Partnership, the Corporate  General
Partner monitors  the  rental  market environment  of  each  of  its  investment
properties to  assess  the  feasibility  of  increasing  rents,  maintaining  or
increasing occupancy levels  and protecting  the Partnership  from increases  in
expenses.   As part  of this  plan, the  Corporate General  Partner attempts  to
protect the  Partnership  from  the burden  of  inflation-related  increases  in
expenses by increasing  rents and maintaining  a high  overall occupancy  level.
However, due  to changing  market conditions,  which can  result in  the use  of
rental concessions and rental reductions to offset softening market  conditions,
there is no guarantee that the Corporate General Partner will be able to sustain
such a plan.

At August 31,  1996, the Partnership  reported unrestricted  cash of  $3,450,334
compared to  $3,568,228 at  August 31,  1995.   Net cash  provided by  operating
activities decreased as a result of the increase in the use of cash for accounts
payable due to  timing of payments  to vendors.   Also, cash  provided by  other
assets decreased in 1996 due to the  decrease in other receivables in 1995.  Net
cash used  in  investing activities  decreased  as a  result  of a  decrease  in
property improvements and replacements due to costs incurred as a result of  the
casualties in 1995. Offsetting this decrease was a decrease in net receipts from
restricted escrows and insurance proceeds in 1996 as compared to 1995. Net  cash
used  in  financing  activities  increased  due  to  an  increase  in  partners'
distributions and principal payments on mortgage notes payable in 1996.

The Partnership has no  material capital programs scheduled  to be performed  in
1996, although  certain routine  capital expenditures  and maintenance  expenses
have been budgeted.  These capital expenditures and maintenance expenses will be
incurred only  if cash  is available  from operations  or is  received from  the
capital reserve account.

The sufficiency of existing liquid assets  to meet future liquidity and  capital
expenditure  requirements  is   directly  related  to   the  level  of   capital
expenditures required at the property to adequately maintain the physical assets
and other operating needs of the Partnership.  Such assets are currently thought
to be  sufficient for  any near-term  needs of  the Partnership.   The  mortgage
indebtedness of $28,415,305, net of discount, is amortized over varying  periods
with required balloon  payments ranging from  January 1, 1997,  to December  10,
2016, at which  time the  properties will  either be  refinanced or  sold.   The
Corporate General Partner is currently assessing the feasibility of  refinancing
the mortgages encumbering  Woodland Village,  Lake Johnson  Mews and  Millhopper
Village.   Future cash  distributions will  depend  on the  levels of  net  cash
generated  from  operations,  property  sales,  and  the  availability  of  cash
reserves.   During  the  nine  months  ended  August  31,  1996  and  1995,  the
Partnership made distributions of $499,988 and $252,036.


                      PART II - OTHER INFORMATION


ITEM 1.   LEGAL PROCEDURES


The Corporate General Partner owns 100 Limited Partnership Units ("Units").   On
or about April 26 and 27, 1995, six entities ("Affiliated Purchaser") affiliated
with the Partnership commenced  tender offers for  limited partner interests  in
six limited partnerships, including the Partnership (collectively, the  "Shelter
Properties Partnerships").  On May 27,  1995, the Affiliated Purchaser  acquired
13,171 units of the Partnership pursuant to the  tender offer.  On or about  May
12, 1995,  in  the  United States  District  Court  for the  District  of  South
Carolina, certain  limited  partners  of  the  Shelter  Properties  Partnerships
commenced a lawsuit, on behalf of themselves,  on behalf of a putative class  of
plaintiffs, and  derivatively on  behalf of  the partnerships,  challenging  the
actions taken  by defendants  (including Insignia,  the acquiring  entities  and
certain officers  of  Insignia) in  the  management of  the  Shelter  Properties
Partnerships and in connection with the tender offers and certain other matters.

The  plaintiffs  alleged  that,  among  other   things:    (i)  the   defendants
intentionally mismanaged  the partnerships  and acted  contrary to  the  limited
partners' best  interests by  prolonging the  existence of  the partnerships  in
order to  perpetuate the  revenues  derived by  Insignia  (an affiliate  of  the
Corporate General Partner) and  its affiliates from  the partnerships, (ii)  the
defendants' actions reduced  the demand  for the  partnerships' limited  partner
interests in the limited  resale market by  artificially depressing the  trading
prices for limited partners interests in order to create a favorable environment
for the tender offers; (iii) through  the tender offers, the acquiring  entities
sought to acquire effective  voting control over  the partnerships while  paying
highly inadequate prices; and  (iv) the documents disseminated  to the class  in
connection with the tender offers contained false and misleading statements  and
omissions of material facts concerning such issues as the advantages to  limited
partners of  tendering pursuant  to the  tender offers,  the true  value of  the
interest,  the  true  financial  condition  of  the  partnerships,  the  factors
affecting the likelihood that properties owned by the partnerships will be  sold
or liquidated in the near  future, the liquidity and  true value of the  limited
partner interests,  the reasons  for the  limited secondary  market for  limited
partner interests, and  the true nature  of the market  for the underlying  real
estate assets  owned  by the  partnerships,  all  in violation  of  the  federal
securities laws.

On September 27,  1995, the  parties entered into  a stipulation  to settle  the
matter. The principal terms of the stipulation require supplemental payments  to
tendering limited partners aggregating  approximately $6 million  to be paid  by
Affiliated Purchaser, of  which approximately $2,084,000  is Shelter  Properties
V's portion; waiver by the Shelter Properties Partnership's general partners  of
any right to certain  proceeds from a sale  or refinancing of the  partnerships'
properties; some restrictions on Insignia's ability to vote the limited  partner
interests it acquired; payment of $1.25  million (which amount is divided  among
the various partnerships and acquiring  entities) for plaintiffs' attorney  fees
and expenses in the litigation; and general releases of all the defendants.

On June 24, 1996, after notice  to the class and a  hearing on the fairness  and
adequacy of notice and  the terms of settlement,  the court orally approved  the
settlement.  The court signed the formal order on July 30, 1996.  No appeal  was
filed within  thirty days  after the  court entered  the formal  order, and  the
settlement became effective on August 30,  1996.  The Affiliated Purchaser  made
the payments to investors in accordance  with the settlement in early  September
1996.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K


   a)   Exhibits:

        Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
        report.

   b)   Reports on Form 8-K filed during the quarter ended August 31, 1996:

        None.
                              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.



                             SHELTER PROPERTIES V LIMITED PARTNERSHIP

                             By: Shelter Realty V Corporation
                                 Corporate General Partner


                             By:/s/William H. Jarrard, Jr.
                                William H. Jarrard, Jr.
                                President


                             By:/s/Ronald Uretta
                                Ronald Uretta
                                Principal Financial Officer
                                and Principal Accounting Officer


                             Date:  October 11, 1996