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

                                   Form 10-QSB

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

                 For the quarterly period ended June 30, 2005

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

             For the transition period from _________to _________

                         Commission file number 0-11574

                              SHELTER PROPERTIES V
      (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.)

                          55 Beattie Place, PO Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)

                                 (864) 239-1000
                            Issuer's telephone number



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


                         PART I - FINANCIAL INFORMATION



ITEM 1.     FINANCIAL STATEMENTS



                              SHELTER PROPERTIES V
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)
                        (in thousands, except unit data)

                                  June 30, 2005

<TABLE>
<CAPTION>


Assets
<S>                                                                         <C>
   Cash and cash equivalents                                                $ 7,716
   Receivables and deposits                                                      481
   Restricted escrows                                                            281
   Other assets                                                                1,218
   Investment properties:
      Land                                                    $ 2,122
      Buildings and related personal property                   66,909
                                                                69,031
      Less accumulated depreciation                            (44,891)       24,140
   Assets held for sale (Note A)                                               4,100
                                                                            $ 37,936

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 719
   Tenant security deposit liabilities                                           176
   Accrued property taxes                                                        259
   Other liabilities                                                             739
   Mortgage notes payable                                                     30,971
   Liabilities related to assets held for sale (Note A)                        6,314

Partners' Deficit
   General partners                                           $   (266)
   Limited partners (52,538 units
      issued and outstanding)                                     (976)       (1,242)
                                                                            $ 37,936

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>




                              SHELTER PROPERTIES V
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                      (in thousands, except per unit data)

<TABLE>
<CAPTION>

                                          Three Months Ended      Six Months Ended
                                               June 30,               June 30,
                                           2005       2004        2005        2004
                                                   (Restated)              (Restated)
Revenues:
<S>                                      <C>         <C>         <C>         <C>
   Rental income                         $ 2,272     $ 2,109     $ 4,486     $ 4,277
   Other income                              264         244         517         483
   Casualty gain (Note E)                     --          38          --          38
      Total revenues                       2,536       2,391       5,003       4,798

Expenses:
   Operating                               1,212         981       2,301       2,017
   General and administrative                116         110         221         192
   Depreciation                              618         633       1,227       1,264
   Interest                                  643         624       1,307       1,245
   Property taxes                            165         156         332         314
      Total expenses                       2,754       2,504       5,388       5,032

Loss from continuing operations             (218)       (113)       (385)       (234)
Loss from discontinued
  operations (Note A)                     (1,794)        (81)     (1,861)       (123)
Gain from sale of discontinued
 Operations (Notes A and C)               13,876          --      13,876          --
Net income (loss)                        $11,864     $ (194)     $11,630     $ (357)

Net income (loss) allocated to
   general partners (1%)                  $ 119       $ (2)       $ 116       $ (4)
Net income (loss) allocated to
   limited partners (99%)                 11,745        (192)     11,514        (353)

                                         $11,864     $ (194)     $11,630     $ (357)
Per limited partnership unit:
 Loss from continuing operations         $ (4.11)    $ (2.13)    $ (7.25)   $ (4.40)
 Loss from discontinued operations        (33.81)      (1.52)     (35.06)     (2.32)
 Gain from sale of discontinued
  operations                              261.47          --      261.47         --
Net income (loss)                        $223.55     $ (3.65)    $219.16    $ (6.72)


         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


                             SHELTER PROPERTIES V
            CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
                                   (Unaudited)
                        (in thousands, except unit data)
<TABLE>
<CAPTION>

                                       Limited
                                     Partnership     General      Limited
                                        Units        Partners    Partners     Total

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

Partners' deficit at
   December 31, 2004                   52,538       $  (381)     $(12,490)  $(12,871)

Distribution to partners                   --            (1)           --         (1)

Net income for the six months
   ended June 30, 2005                     --           116        11,514     11,630

Partners' deficit at
   June 30, 2005                       52,538       $  (266)     $   (976)  $ (1,242)


         See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>


                              SHELTER PROPERTIES V
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>

                                                                Six Months Ended
                                                                   June 30,
                                                               2005        2004
Cash flows from operating activities:
<S>                                                          <C>         <C>
  Net income (loss)                                          $11,630     $  (357)
  Adjustments to reconcile net income (loss) to net cash
    provided by operating activities:
      Gain from sale of discontinued operations              (13,876)         --
      Casualty gains                                             (16)        (38)
      Depreciation                                             1,597       1,713
      Amortization of loan costs                                  39          38
      Loss on early extinguishment of debt                     1,863          --
      Change in accounts:
          Receivables and deposits                               (13)        (63)
          Other assets                                           (45)       (283)
          Accounts payable                                       (34)        (58)
          Tenant security deposit liabilities                    (52)        (22)
          Accrued property taxes                                 242         220
          Due to affiliates                                      (90)         --
          Other liabilities                                      (96)         43
             Net cash provided by operating activities         1,149       1,193
Cash flows from investing activities:
  Property improvements and replacements                      (1,793)       (455)
  Net proceeds from sale of discontinued operations           17,061          --
  Insurance proceeds received                                     --          45
  Net deposits to restricted escrows                               (4)         --
             Net cash provided by (used in) investing
               activities                                     15,264        (410)
Cash flows from financing activities:
  Payments on mortgage notes payable                            (727)       (634)
  Repayment of mortgage note payable                          (6,204)         --
  Advances from affiliate                                        323         150
  Payments on advances from affiliate                         (3,226)       (150)
  Distribution to partners                                        (1)         --
             Net cash used in financing activities            (9,835)       (634)

Net increase in cash and cash equivalents                      6,578         149

Cash and cash equivalents at beginning of period               1,138         458
Cash and cash equivalents at end of period                   $ 7,716     $   607
Supplemental disclosure of cash flow information:
  Cash paid for interest                                     $ 1,834     $ 1,588
Supplemental disclosure of non-cash activity:
  Property improvements and replacements included in
    accounts payable                                         $   592     $    76

At December  31,  2004,  approximately  $726,000 of  property  improvements  and
replacements  were  included  in accounts  payable and are  included in property
improvements and replacements for the six months ended June 30, 2005.

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>


                              SHELTER PROPERTIES V
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note A - Basis of Presentation

The  accompanying   unaudited   consolidated  financial  statements  of  Shelter
Properties  V  (the   "Partnership"  or  "Registrant")  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.  The general  partner  responsible  for management of the
Partnership's  business is Shelter Realty V Corporation (the "Corporate  General
Partner").  In the opinion of the Corporate  General  Partner,  all  adjustments
(consisting  of  normal  recurring  accruals)  considered  necessary  for a fair
presentation  have been included.  Operating results for the three and six month
periods ended June 30, 2005 are not  necessarily  indicative of the results that
may be expected  for the fiscal  year  ending  December  31,  2005.  For further
information,  refer  to the  consolidated  financial  statements  and  footnotes
thereto  included  in the  Partnership's  Annual  Report on Form  10-KSB for the
fiscal  year  ended  December  31,  2004.  The  Corporate  General  Partner is a
subsidiary of Apartment Investment and Management Company ("AIMCO"),  a publicly
traded  real  estate   investment  trust.  The  other  general  partner  of  the
partnership, AIMCO Properties, L.P., is also an affiliate of AIMCO.

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
"Accounting  for  the  Impairment  or  Disposal  of  Long-Lived   Assets",   the
accompanying  consolidated statements of operations for the three and six months
ended June 30,  2004 have been  restated  as of  January 1, 2004 to reflect  the
operations of The Lexington Green Apartments and Foxfire Apartments as loss from
discontinued operations.  The Partnership sold The Lexington Green Apartments to
a third party in June 2005 (see Note C). On August 1, 2005, the Partnership sold
Foxfire  Apartments to a third party (see Note G). In  accordance  with SFAS No.
144, the assets and  liabilities of Foxfire  Apartments  have been classified as
held for sale at June 30, 2005 on the consolidated balance sheet.

Note B - Reconciliation of Cash Flows

As required by the Partnership  Agreement,  the following is a reconciliation of
"Net cash provided by operating  activities"  in the  accompanying  consolidated
statements  of cash  flows to "Net  cash from  operations",  as  defined  in the
Partnership  Agreement.  However,  "Net  cash  from  operations"  should  not be
considered  an  alternative  to  net  income  (loss)  as  an  indicator  of  the
Partnership's operating performance or to cash flows as a measure of liquidity.

                                                      Six Months Ended
                                                          June 30,
                                                       (in thousands)
                                                       2005       2004

         Net cash provided by operating activities   $ 1,149    $ 1,193
         Payments on mortgage notes payable             (727)      (634)
         Property improvements and replacements       (1,793)      (455)
         Change in restricted escrows, net                (4)        --
         Changes in reserves for net operating
            liabilities                                   88        163
         Additional reserves                              --       (267)

            Net cash used in operations              $(1,287)     $ --

The Corporate  General Partner  reserved  approximately  $267,000 during the six
months ended June 30, 2004 to fund  capital  improvements  at the  Partnership's
investment properties.

Note C - Disposition of Investment Property

On June 29, 2005, the Partnership sold The Lexington Green Apartments to a third
party for a gross  sale price of  approximately  $19,200,000.  The net  proceeds
realized by the  Partnership  were  approximately  $17,061,000  after payment of
closing costs and a prepayment  penalty owed by the  Partnership and paid by the
buyer.  The  Partnership  used  approximately  $6,204,000 of the net proceeds to
repay the mortgage encumbering the property.  The Partnership realized a gain of
approximately  $13,876,000  as a result  of the sale  during  the  three and six
months ended June 30, 2005,  which is included in gain from sale of discontinued
operations.   In  addition,  the  Partnership  recorded  a  loss  on  the  early
extinguishment of debt of approximately  $1,863,000 as a result of the write off
of unamortized  loan costs and a prepayment  penalty,  which is included in loss
from discontinued operations.  The property's operations,  loss of approximately
$1,719,000  and  $1,702,000  for the three and six months  ended June 30,  2005,
respectively,  and income of approximately $10,000 and $23,000 for the three and
six  months  ended  June 30,  2004,  respectively,  are  included  in loss  from
discontinued operations.  Also included in loss from discontinued operations are
revenues of  approximately  $629,000 and $1,296,000 for the three and six months
ended June 30, 2005, respectively, and approximately $571,000 and $1,138,000 for
the three and six months ended June 30, 2004, respectively.

Note D - Transactions with Affiliated Parties

The  Partnership  has no employees and depends on the Corporate  General Partner
and its  affiliates for the management  and  administration  of all  Partnership
activities.   The  Partnership   Agreement  provides  for  certain  payments  to
affiliates  for  services  and  reimbursement  of certain  expenses  incurred by
affiliates on behalf of the Partnership.

Affiliates of the Corporate  General  Partner  receive 5% of gross receipts from
all of the  Partnership's  investment  properties as compensation  for providing
property   management   services.   The  Partnership  paid  to  such  affiliates
approximately  $357,000  and $353,000 for the six months ended June 30, 2005 and
2004,  respectively,  which are  included in  operating  expenses  and loss from
discontinued operations.

In accordance with the Partnership Agreement, during the fourth quarter of 2004,
the  Corporate  General  Partner  advanced   approximately   $1,949,000  to  the
Partnership to fund the  redevelopment  project at Lake Johnson Mews  Apartments
and approximately  $954,000 to fund operating  expenses and real estate taxes at
four of the  Partnership's  investment  properties.  During the six months ended
June 30, 2005, the Corporate General Partner advanced  approximately $199,000 to
the  Partnership  to  fund  the  redevelopment  project  at  Lake  Johnson  Mews
Apartments  and  approximately  $124,000 to fund real  estate  taxes and capital
expenditures  at Lake  Johnson  Mews  Apartments  and  Foxfire  Apartments.  The
Corporate General Partner advanced  approximately $150,000 to the Partnership to
fund real estate  taxes at  Woodland  Village  Apartments  during the six months
ended June 30, 2004. Interest was accrued at 10.0% on the redevelopment advances
and the  prime  rate  plus 2% for  all  other  advances.  Interest  expense  was
approximately  $139,000  and $1,000 for the six months  ended June 30,  2005 and
2004,  respectively.  During the six months  ended June 30,  2005 and 2004,  the
Partnership made payments on advances of approximately  $3,226,000 and $150,000,
respectively,  and related interest of $160,000 and $1,000,  respectively,  with
proceeds  from  the  sale  of The  Lexington  Green  Apartments  and  cash  from
operations,  respectively.  There were no  outstanding  advances  or  associated
accrued  interest due to an affiliate of the Corporate  General  Partner at June
30, 2005.

Affiliates  of  the  Corporate  General  Partner  charged  the  Partnership  for
reimbursement of accountable  administrative expenses amounting to approximately
$214,000  and  $161,000  for the six  months  ended  June  30,  2005  and  2004,
respectively,  which  are  included  in  general  and  administrative  expenses,
investment properties,  assets held for sale, and gain from sale of discontinued
operations.   The  portion  of  these  reimbursements   included  in  investment
properties,  assets held for sale, and gain from sale of discontinued operations
for the six months ended June 30, 2005 and 2004 are fees related to construction
management services provided by an affiliate of the Corporate General Partner of
approximately  $54,000 and $21,000,  respectively.  The construction  management
service fees are  calculated  based on a percentage  of additions to  investment
properties.

Pursuant to the Partnership Agreement, the Corporate General Partner is entitled
to a  commission  of up to 1% for its  assistance  in the  sale  of a  property.
Payment of such  commission is subordinate to the limited  partners  receiving a
cumulative  7%  return  on  their   investment   and  their   original   capital
contribution.  It is not  presently  expected  that the  limited  partners  will
receive  these  returns  when  the  Partnership  terminates.   Accordingly,   no
commission  was  accrued  related to the June 2005 sale of The  Lexington  Green
Apartments.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related  to  workers'  compensation,   property  casualty,  general
liability and vehicle  liability.  The Partnership  insures its properties above
the AIMCO limits  through  insurance  policies  obtained by AIMCO from  insurers
unaffiliated  with the Corporate  General  Partner.  During the six months ended
June 30, 2005 and 2004, the  Partnership was charged by AIMCO and its affiliates
approximately  $205,000 and $193,000,  respectively,  for insurance coverage and
fees associated with policy claims administration.

<PAGE>

Note E - Casualty Events

The Partnership incurred clean up costs of approximately $9,000 at The Lexington
Green  Apartments  for  Hurricanes  Frances and Jeanne which were not covered by
insurance  for the year  ended  December  31,  2004.  The  Partnership  incurred
additional clean up costs of approximately  $15,000 and $26,000,  which were not
covered by insurance, for the three and six months ended June 30, 2005 which are
reflected in loss from discontinued operations.  The Partnership also recognized
a  casualty  gain of  approximately  $16,000  due to a change  in the  estimated
building damages at The Lexington Green  Apartments,  which is reflected in loss
from discontinued operations for the six months ended June 30, 2005.

On September 18, 2003, Old Salem Apartments  suffered hurricane damage,  causing
minor  damage  to 29 units.  The  property  incurred  damages  of  approximately
$46,000.  During the three and six months ended June 30, 2004,  the  Partnership
recognized a casualty gain of  approximately  $38,000 as a result of the receipt
of insurance proceeds of approximately  $45,000,  offset by the write-off of the
undepreciated damaged assets of approximately $7,000.

Note F - Contingencies

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its Corporate  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of interests  in certain  Corporate  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition,  during the third quarter of 2001, a complaint  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  On or about  August 6, 2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial  dissolution.  On January 28, 2002, the trial court granted  defendants
motion to strike the complaint. Plaintiffs took an appeal from this order.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes  action and the Heller  action.  On June 13, 2003,  the
court granted final approval of the settlement and entered  judgment in both the
Nuanes and Heller actions. On August 12, 2003, an objector ("Objector") filed an
appeal (the "Appeal")  seeking to vacate and/or reverse the order  approving the
settlement and entering judgment  thereto.  On May 4, 2004, the Objector filed a
second appeal  challenging  the court's use of a referee and its order requiring
Objector to pay those fees.

On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.
With regard to the settlement and judgment entered thereto, the Court of Appeals
vacated  the trial  court's  order and  remanded  to the trial court for further
findings  on the basis that the "state of the record is  insufficient  to permit
meaningful  appellate  review".  With regard to the second appeal,  the Court of
Appeals  reversed the order requiring the Objector to pay referee fees. On April
26, 2005,  the Court of Appeals  lifted the stay of a pending  appeal related to
the Heller action and the trial court's order striking the  complaint.  On April
28, 2005, the Objector  filed a Petition for Review with the California  Supreme
Court in connection with the opinion vacating the order approving settlement and
remanding for further findings.  On June 10, 2005, the California  Supreme Court
denied  Objector's  Petition for Review and the Court of Appeals sent the matter
back to the trial court on June 21,  2005.  The parties  intend to ask the trial
court to make further findings in connection with settlement consistent with the
Court of Appeal's  remand order.  With respect to the related Heller appeal,  on
July 28, 2005,  the Court of Appeals  reversed the trial court's order  striking
the first amended complaint.

The  Corporate  General  Partner  does  not  anticipate  that  any  costs to the
Partnership, whether legal or settlement costs, associated with these cases will
be material to the Partnership's overall operations.

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates  of the  Corporate  General  Partner,  are  defendants  in a  lawsuit
alleging that they willfully  violated the Fair Labor  Standards Act ("FLSA") by
failing to pay  maintenance  workers  overtime for all hours worked in excess of
forty per week.  The complaint  attempts to bring a collective  action under the
FLSA and seeks to certify state  subclasses  in  California,  Maryland,  and the
District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties
L.P. and NHP  Management  Company failed to compensate  maintenance  workers for
time  that they were  required  to be  "on-call".  Additionally,  the  complaint
alleges AIMCO  Properties L.P. and NHP Management  Company failed to comply with
the FLSA in compensating maintenance workers for time that they worked in excess
of 40 hours in a week.  On June 23, 2005 the Court  conditionally  certified the
collective  action on both the on-call and  overtime  issues.  The Court  ruling
allows  plaintiffs to provide notice of the collective  action to all non-exempt
maintenance  workers from August 7, 2000 through the  present.  Those  employees
will have the  opportunity to opt-in to the collective  action.  Defendants have
asked the Court to  reconsider  its  ruling or in the  alternative  certify  the
ruling for appeal on that issue. After the notice goes out, defendants will have
the  opportunity to move to decertify the collective  action.  The Court further
denied plaintiffs' Motion for Certification of the state subclass.  Although the
outcome of any litigation is uncertain, AIMCO Properties,  L.P. does not believe
that  the  ultimate   outcome  will  have  a  material  adverse  effect  on  its
consolidated  financial  condition  or results  of  operations.  Similarly,  the
Corporate General Partner does not believe that the ultimate outcome will have a
material adverse effect on the Partnership's consolidated financial condition or
results of operations.

The  Partnership  is unaware  of any other  pending  or  outstanding  litigation
matters  involving  it or its  investment  properties  that are not of a routine
nature arising in the ordinary course of business.

Environmental

Various  Federal,  state and local laws subject  property owners or operators to
liability for management,  and the costs of removal or  remediation,  of certain
hazardous  substances  present on a property.  Such laws often impose  liability
without regard to whether the owner or operator knew of, or was responsible for,
the release or presence of the  hazardous  substances.  The  presence of, or the
failure to manage or remedy properly,  hazardous substances may adversely affect
occupancy at affected  apartment  communities and the ability to sell or finance
affected properties.  In addition to the costs associated with investigation and
remediation  actions  brought by government  agencies,  and  potential  fines or
penalties  imposed by such agencies in  conjunction  therewith,  the presence of
hazardous  substances on a property could result in claims by private plaintiffs
for personal injury, disease, disability or other infirmities. Various laws also
impose  liability for the cost of removal,  remediation or disposal of hazardous
substances  through a  licensed  disposal  or  treatment  facility.  Anyone  who
arranges for the disposal or treatment of hazardous  substances  is  potentially
liable  under such laws.  These laws often impose  liability  whether or not the
person arranging for the disposal ever owned or operated the disposal  facility.
In connection  with the ownership,  operation and management of its  properties,
the Partnership  could  potentially be liable for  environmental  liabilities or
costs associated with its properties.

Mold

The Partnership is aware of lawsuits  against owners and managers of multifamily
properties asserting claims of personal injury and property damage caused by the
presence of mold, some of which have resulted in substantial  monetary judgments
or settlements. The Partnership has only limited insurance coverage for property
damage loss claims  arising from the  presence of mold and for  personal  injury
claims related to mold  exposure.  Affiliates of the Corporate  General  Partner
have  implemented a national  policy and procedures to prevent or eliminate mold
from its  properties  and the  Corporate  General  Partner  believes  that these
measures will  minimize the effects that mold could have on residents.  To date,
the Partnership  has not incurred any material costs or liabilities  relating to
claims of mold exposure or to abate mold  conditions.  Because the law regarding
mold is unsettled and subject to change the Corporate  General  Partner can make
no assurance that liabilities resulting from the presence of or exposure to mold
will  not have a  material  adverse  effect  on the  Partnership's  consolidated
financial condition or results of operations.

SEC Investigation

The  Central  Regional  Office of the  United  States  Securities  and  Exchange
Commission (the "SEC")  continues its formal  investigation  relating to certain
matters.  Although  the staff of the SEC is not limited in the areas that it may
investigate,  AIMCO believes the areas of  investigation  have included  AIMCO's
miscalculated   monthly  net  rental  income  figures  in  third  quarter  2003,
forecasted  guidance,  accounts  payable,  rent  concessions,   vendor  rebates,
capitalization of payroll and certain other costs, tax credit transactions,  and
tender offers for limited  partnership  interests.  AIMCO is cooperating  fully.
AIMCO is not able to predict when the investigation will be resolved. AIMCO does
not believe that the ultimate outcome will have a material adverse effect on its
consolidated  financial  condition  or results  of  operations.  Similarly,  the
Corporate General Partner does not believe that the ultimate outcome will have a
material adverse effect on the Partnership's consolidated financial condition or
results of operations.

Note G - Subsequent Events

On August 1, 2005, the Partnership sold Foxfire  Apartments to a third party for
a gross sale price of approximately $9,725,000. The net proceeds realized by the
Partnership were  approximately  $7,922,000 after payment of closing costs and a
prepayment  penalty  owed  by  the  Partnership  and  paid  by  the  buyer.  The
Partnership  used  approximately  $6,132,000  of the net  proceeds  to repay the
mortgage  encumbering the property.  The Corporate General Partner is evaluating
the cash requirements of the Partnership to determine whether any portion of the
net proceeds will be distributed  to the Partners.  As a result of the sale, the
Partnership  expects to record a gain of approximately  $5,453,000 and a loss on
the early  extinguishment  of debt of approximately  $1,747,000 during the third
quarter of 2005. The property's  operations,  loss of approximately  $75,000 and
$159,000  for the three and six months ended June 30,  2005,  respectively,  and
loss of  approximately  $91,000 and  $146,000 for the three and six months ended
June 30, 2004, respectively,  are included in loss from discontinued operations.
Also included in loss from discontinued operations are revenues of approximately
$466,000  and  $926,000  for the  three  and six  months  ended  June 30,  2005,
respectively,  and  approximately  $452,000  and  $912,000 for the three and six
months ended June 30, 2004, respectively.

Subsequent to June 30, 2005,  the  Partnership  entered into a Purchase and Sale
Contract to sell Millhopper  Village  Apartments to a third party for a purchase
price  of  approximately  $10,400,000.  The  anticipated  closing  date  for the
transaction  is October 3, 2005. At June 30, 2005,  the carrying  amounts of the
mortgage note payable and investment  property for Millhopper Village Apartments
are approximately $3,807,000 and $1,784,000, respectively. The operating results
of  Millhopper  Village  Apartments  for the three and six months ended June 30,
2005 were income of  approximately  $35,000  and  $57,000,  respectively,  which
included  revenues of  approximately  $295,000 and $593,000,  respectively.  The
operating  results of the  property  for the three and six months ended June 30,
2004 were income of  approximately  $21,000  and  $25,000,  respectively,  which
included revenues of approximately $275,000 and $547,000, respectively.

Subsequent  to  June  30,  2005,  the  Partnership   distributed   approximately
$5,577,000  to  the  limited   partners   (approximately   $106.15  per  limited
partnership unit) from proceeds from the sale of The Lexington Green Apartments.


<PAGE>




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

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

The Partnership's  investment properties consist of six apartment complexes, one
of which is  classified  as held for  sale at June  30,  2005 (as  discussed  in
"Results of Operations").  The following table sets forth the average  occupancy
of the remaining properties for the six months ended June 30, 2005 and 2004:

                                                          June 30,
                  Property                              2005     2004

                  Old Salem Apartments
                     Charlottesville, Virginia          92%       91%

                  Woodland Village Apartments
                     Columbia, South Carolina (1)       95%       86%

                  Lake Johnson Mews Apartments
                     Raleigh, North Carolina            87%       87%

                  Millhopper Village Apartments
                     Gainesville, Florida (2)           96%       90%

                  Tar River Estates Apartments
                     Greenville, North Carolina (3)     98%       89%


 (1)  The  Corporate  General  Partner  attributes  the increase in occupancy at
      Woodland Village Apartments to increased  marketing and resident retention
      efforts.

 (2)  The  Corporate  General  Partner  attributes  the increase in occupancy at
      Millhopper  Village  Apartments  to improved  economic  conditions  in the
      Gainesville area.

 (3)  The Corporate General Partner  attributes the increase in occupancy at Tar
      River  Estates  Apartments to increased  marketing and resident  retention
      efforts.

The  Partnership's  financial  results depend upon a number of factors including
the  ability to attract  and  maintain  tenants  at the  investment  properties,
interest  rates on mortgage  loans,  costs  incurred  to operate the  investment
properties,  general  economic  conditions  and weather.  As part of the ongoing
business plan of the  Partnership,  the Corporate  General Partner  monitors the
rental market environment 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,  the Corporate  General Partner may use
rental  concessions  and  rental  rate  reductions  to offset  softening  market
conditions;  accordingly,  there  is no  guarantee  that the  Corporate  General
Partner will be able to sustain such a plan.  Further,  a number of factors that
are outside the control of the  Partnership,  such as the local economic climate
and weather can  adversely  or  positively  affect the  Partnership's  financial
results.

Results of Operations

The  Partnership's  net income for the three and six months  ended June 30, 2005
was approximately $11,864,000 and $11,630,000,  respectively, as compared to net
loss of  approximately  $194,000 and $357,000 for the three and six months ended
June 30, 2004, respectively. The Partnership sold The Lexington Green Apartments
to a third party in June 2005 and Foxfire Apartments to a third party subsequent
to June  30,  2005.  In  accordance  with  the  SFAS No.  144,  the  assets  and
liabilities of Foxfire  Apartments have been classified as held for sale at June
30, 2005.  The  operations of both Foxfire  Apartments  and The Lexington  Green
Apartments,  loss of  approximately  $1,794,000 and $1,861,000 for the three and
six months ended June 30, 2005, respectively,  and loss of approximately $81,000
and $123,000 for the three and six months ended June 30, 2004, respectively, are
shown as loss from discontinued  operations.  Included in loss from discontinued
operations are revenues of approximately $1,095,000 and $2,222,000 for the three
and six months ended June 30, 2005,  respectively,  and approximately $1,023,000
and $2,050,000, respectively, for the three and six months ended June 30, 2004.

On June 29, 2005, the Partnership sold The Lexington Green Apartments to a third
party for a gross  sale price of  approximately  $19,200,000.  The net  proceeds
realized by the  Partnership  were  approximately  $17,061,000  after payment of
closing costs and a prepayment  penalty owed by the  Partnership and paid by the
buyer.  The  Partnership  used  approximately  $6,204,000 of the net proceeds to
repay the mortgage encumbering the property.  The Partnership realized a gain of
approximately  $13,876,000  as a result  of the sale  during  the  three and six
months ended June 30, 2005,  which is included in gain from sale of discontinued
operations.   In  addition,  the  Partnership  recorded  a  loss  on  the  early
extinguishment of debt of approximately  $1,863,000 as a result of the write off
of unamortized  loan costs and a prepayment  penalty,  which is included in loss
from discontinued operations.

The Partnership's  loss from continuing  operations for the three and six months
ended June 30,  2005 was  approximately  $218,000  and  $385,000,  respectively,
compared  to loss from  continuing  operations  of  approximately  $113,000  and
$234,000  for the three and six months ended June 30,  2004,  respectively.  The
increase in loss from  continuing  operations  for both the three and six months
ended June 30, 2005 is due to an increase in total expenses, partially offset by
an increase in total revenues. The increase in total expenses for both the three
and six months ended June 30, 2005 is due to increases in operating, general and
administrative,  interest,  and property  tax  expenses,  partially  offset by a
decrease in depreciation  expense.  The increase in operating  expenses for both
periods  is  due to  increases  in  payroll  related  expenses  at  four  of the
Partnership's  investment  properties,  utility  expenses at Lake  Johnson  Mews
Apartments and Old Salem Apartments,  and contract  maintenance  expense at Lake
Johnson  Mews  Apartments  and Tar River  Estates  Apartments.  The  increase in
property  tax expense for both  periods is  primarily  due to an increase in the
assessed value of Tar River Estates  Apartments.  Interest expense increased for
both periods  primarily due to an increase in interest  expense on advances from
an affiliate of the Corporate  General  Partner,  partially  offset by scheduled
principal   payments  made  on  the  mortgages   encumbering  the  Partnership's
investment  properties,  which  reduced the carrying  balance of the loans,  and
interest  capitalized  at Lake Johnson Mews  Apartments  due to a  redevelopment
project at the property which required 5 units to be vacated at June 30, 2005 in
order to expedite  construction.  The decrease in depreciation  expense for both
periods is due to property  improvements and replacements placed into service at
four of the  Partnership's  investment  properties in prior years becoming fully
depreciated  during  the  past  twelve  months.  The  increase  in  general  and
administrative expenses for both the three and six months ended June 30, 2005 is
due  to  increases  in  the  cost  of  services   included  in  the   management
reimbursements to the Corporate General Partner as allowed under the Partnership
Agreement and professional  expenses  associated with the  administration of the
Partnership.  Also included in general and administrative expenses for the three
and six  months  ended  June 30,  2005 and 2004 are  costs  associated  with the
quarterly and annual  communications  with investors and regulatory agencies and
the annual audit required by the Partnership Agreement.

The increase in total  revenues for the three and six months ended June 30, 2005
is due to increases  in both rental and other  income,  partially  offset by the
recognition  of a casualty  gain in 2004 (as discussed  below).  The increase in
rental  income for both  periods is  primarily  due to increases in occupancy at
four of the Partnership's  investment  properties and the average rental rate at
Lake  Johnson  Mews  Apartments,  Millhopper  Village  Apartments  and Tar River
Estates Apartments, partially offset by a decrease in the average rental rate at
Woodland  Village  Apartments  and Old Salem  Apartments.  The increase in other
income is  primarily  due to  increases  in  student  housing  fees at Tar River
Estates  Apartments and utility  reimbursements at Woodland Village  Apartments,
partially offset by a decrease in lease  cancellation  fees at Lake Johnson Mews
Apartments, Old Salem Apartments, and Woodland Village Apartments.

The Partnership incurred clean up costs of approximately $9,000 at The Lexington
Green  Apartments  for  Hurricanes  Frances and Jeanne which were not covered by
insurance  for the year  ended  December  31,  2004.  The  Partnership  incurred
additional clean up costs of approximately  $15,000 and $26,000,  which were not
covered by  insurance,  for the three and six months ended June 30, 2005,  which
are  reflected  in loss  from  discontinued  operations.  The  Partnership  also
recognized  a  casualty  gain of  approximately  $16,000  due to a change in the
estimated building damages at The Lexington Green Apartments, which is reflected
in loss from discontinued operations for the six months ended June 30, 2005.

On September 18, 2003, Old Salem Apartments  suffered hurricane damage,  causing
minor  damage  to 29 units.  The  property  incurred  damages  of  approximately
$46,000.  During the three and six months ended June 30, 2004,  the  Partnership
recognized a casualty gain of  approximately  $38,000 as a result of the receipt
of insurance proceeds of approximately  $45,000,  offset by the write-off of the
undepreciated damaged assets of approximately $7,000.

During the year ended December 31, 2004, the Corporate  General  Partner began a
major  redevelopment  project at Lake Johnson Mews Apartments.  The property has
had difficulty staying  competitive and needed to be updated.  Therefore,  in an
effort to increase  occupancy  and remain  competitive  in the local  market,  a
significant  redevelopment  project  has  been  started  and is  expected  to be
completed  in January  2006 at a total  cost of  approximately  $4,059,000.  The
project is being funded from advances from an affiliate of the Corporate General
Partner  and cash from  operations.  During  the  construction  period,  certain
expenses are being  capitalized and  depreciated  over the remaining life of the
property.  During the six months ended June 30, 2005,  approximately  $28,000 of
interest, approximately $3,000 of real estate taxes, and approximately $2,000 of
other construction period costs were capitalized.

Liquidity and Capital Resources

At June 30, 2005, the Partnership had cash and cash equivalents of approximately
$7,716,000, compared to approximately $607,000 at June 30, 2004. The increase in
cash and cash equivalents of approximately  $6,578,000,  from the  Partnership's
year ended  December  31,  2004,  is due to  approximately  $15,264,000  of cash
provided by investing  activities and approximately  $1,149,000 of cash provided
by operating  activities,  partially offset by approximately  $9,835,000 of cash
used in financing activities. Cash provided by investing activities consisted of
net proceeds from the sale of The Lexington Green  Apartments,  partially offset
by property  improvements  and  replacements and net deposits to escrow accounts
maintained by the mortgage lenders.  Cash used in financing activities consisted
of the repayment of the mortgage  encumbering  The Lexington  Green  Apartments,
payments  on  advances  from an  affiliate  of the  Corporate  General  Partner,
payments  of  principal  made on the  mortgages  encumbering  the  Partnership's
investment properties, and a distribution to the general partner of the majority
owned  sub-tier  limited  partnership,  partially  offset  by  advances  from an
affiliate of the Corporate General Partner.  The Partnership invests its working
capital reserves in interest bearing accounts.

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 investment  properties to adequately  maintain the
physical  assets and other operating needs of the Partnership and to comply with
Federal,  state,  and local legal and  regulatory  requirements.  The  Corporate
General  Partner  monitors  developments  in the  area of legal  and  regulatory
compliance.  For example,  the  Sarbanes-Oxley  Act of 2002 mandates or suggests
additional compliance measures with regard to governance,  disclosure, audit and
other areas.  In light of these changes,  the  Partnership  expects that it will
incur higher expenses related to compliance.  Capital  improvements  planned for
each of the Partnership's properties are detailed below.

Millhopper  Village  Apartments:  During the six months ended June 30, 2005, the
Partnership  completed   approximately   $244,000  of  capital  improvements  at
Millhopper Village Apartments, consisting primarily of roof replacement, siding,
exterior   painting,   parking  area   improvements,   gutter   replacement  and
construction   resulting   from  the   casualty  as  discussed  in  "Results  of
Operations".  These  improvements  were funded from operations.  The Partnership
regularly  evaluates the capital  improvement  needs of the property.  While the
Partnership  has no other material  commitments  for property  improvements  and
replacements,  certain routine capital expenditures are anticipated during 2005.
Such capital  expenditures will depend on the physical condition of the property
as well as anticipated cash flow generated by the property.

Foxfire  Apartments:  During the six months ended June 30, 2005, the Partnership
completed  approximately  $93,000 of capital improvements at Foxfire Apartments,
consisting  primarily  of  recreational  facility  upgrades  and floor  covering
replacement. These improvements were funded from operations and advances from an
affiliate  of the  Corporate  General  Partner.  The  Partnership  sold  Foxfire
Apartments to a third party on August 1, 2005.

Lake Johnson  Mews  Apartments:  During the six months ended June 30, 2005,  the
Partnership  completed  approximately  $296,000 of capital  improvements at Lake
Johnson Mews  Apartments  arising from the  redevelopment  of the property which
includes   capitalization  of  construction  period  interest  of  approximately
$28,000, real estate taxes of approximately $3,000 and other construction period
costs of approximately $2,000.  Additional capital improvements of approximately
$70,000 consisted primarily of major landscaping. These improvements were funded
from  operations  and an advance  from an  affiliate  of the  Corporate  General
Partner. The property is currently  undergoing a redevelopment  project in order
to  remain  competitive  with  other  properties  in the area in the  effort  to
increase occupancy at the property.  Based on current  redevelopment  plans, the
Corporate  General  Partner  anticipates  the  redevelopment  to be  complete in
January 2006 at a total cost of approximately  $4,059,000.  The project is being
funded from advances from an affiliate of the Corporate General Partner and cash
from operations.  The Partnership  regularly  evaluates the capital  improvement
needs of the property. The Partnership currently expects to budget approximately
$1,236,000 for property  redevelopment during 2005. While the Partnership has no
other material commitments for property  improvements and replacements,  certain
routine  capital   expenditures  are  anticipated   during  2005.  Such  capital
expenditures  will depend on the  physical  condition of the property as well as
anticipated cash flow generated by the property.

Woodland  Village  Apartments:  During the six months ended June 30,  2005,  the
Partnership completed approximately $175,000 of capital improvements at Woodland
Village  Apartments,  consisting  primarily  of  swimming  pool  upgrades,  roof
replacement,  interior  improvements,  and  floor  covering  replacement.  These
improvements were funded from operations.  The Partnership  regularly  evaluates
the capital  improvement  needs of the property.  While the  Partnership  has no
material commitments for property improvements and replacements, certain routine
capital expenditures are anticipated during 2005. Such capital expenditures will
depend on the physical  condition of the  property as well as  anticipated  cash
flow generated by the property.

The Lexington Green  Apartments:  During the six months ended June 30, 2005, the
Partnership  completed  approximately  $191,000 of capital  improvements  at The
Lexington Green Apartments,  consisting  primarily of balcony upgrades and floor
covering  replacement.  These  improvements  were  funded from  operations.  The
Partnership  sold The  Lexington  Green  Apartments to a third party on June 29,
2005.

Tar River  Estates  Apartments:  During the six months ended June 30, 2005,  the
Partnership completed approximately $70,000 of capital improvements at Tar River
Estates Apartments,  consisting primarily of floor covering  replacement.  These
improvements were funded from operations.  The Partnership  regularly  evaluates
the capital  improvement  needs of the property.  While the  Partnership  has no
material commitments for property improvements and replacements, certain routine
capital expenditures are anticipated during 2005. Such capital expenditures will
depend on the physical  condition of the  property as well as  anticipated  cash
flow generated by the property.

Old Salem Apartments: During the six months ended June 30, 2005, the Partnership
completed   approximately   $520,000  of  capital   improvements  at  Old  Salem
Apartments,  consisting  primarily of siding,  exterior painting,  swimming pool
upgrades,  major landscaping,  interior improvements,  structural  improvements,
plumbing   upgrades,   heating  upgrades,   floor  covering   replacement,   and
construction  related to the May 2004 fire,  as discussed  in the  Partnership's
Form 10-KSB for the year ended December 31, 2004. These improvements were funded
from operations.  The Partnership  regularly  evaluates the capital  improvement
needs of the property. The Partnership currently expects to budget approximately
$254,000 to remedy moisture infiltration to two units and exterior improvements.
While  the   Partnership   has  no  other  material   commitments  for  property
improvements  and  replacements,   certain  routine  capital   expenditures  are
anticipated  during 2005. Such capital  expenditures will depend on the physical
condition  of the  property as well as  anticipated  cash flow  generated by the
property.

The  capital  expenditures  will be  incurred  only if  cash is  available  from
operations  and  from   Partnership   reserves.   To  the  extent  that  capital
improvements are completed,  the Partnership's  distributable cash flow, if any,
may be adversely affected at least in the short term.

The  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness  encumbering  all of the  Partnership's  investment  properties  of
approximately  $30,971,000 is amortized over varying periods with maturity dates
ranging  from  December 1, 2019 to January 1, 2022,  at which time the loans are
scheduled to be fully amortized.

Subsequent to June 30, 2005,  the  Partnership  entered into a Purchase and Sale
Contract to sell Millhopper  Village  Apartments to a third party for a purchase
price  of  approximately  $10,400,000.  The  anticipated  closing  date  for the
transaction  is October 3, 2005. At June 30, 2005,  the carrying  amounts of the
mortgage note payable and investment  property for Millhopper Village Apartments
are approximately $3,807,000 and $1,784,000, respectively. The operating results
of  Millhopper  Village  Apartments  for the three and six months ended June 30,
2005 were income of  approximately  $35,000  and  $57,000,  respectively,  which
included  revenues of  approximately  $295,000 and $593,000,  respectively.  The
operating  results of the  property  for the three and six months ended June 30,
2004 were income of  approximately  $21,000  and  $25,000,  respectively,  which
included revenues of approximately $275,000 and $547,000, respectively.

There were no  distributions  made to the limited partners during the six months
ended June 30,  2005 and 2004.  Subsequent  to June 30,  2005,  the  Partnership
distributed  approximately  $5,577,000  to the limited  partners  (approximately
$106.15  per  limited  partnership  unit)  from  proceeds  from  the sale of The
Lexington Green Apartments.  Future cash distributions will depend on the levels
of net cash  generated from  operations and the timing of property  refinancings
and/or  property sales.  The  Partnership's  cash available for  distribution is
reviewed on a monthly  basis.  The Corporate  General  Partner is evaluating the
cash requirements of the Partnership to determine whether any portion of the net
proceeds  from  the  sale  of  Foxfire  Apartments  will be  distributed  to the
Partners. There can be no assurance, however, that the Partnership will generate
sufficient   funds  from   operations,   after  required   capital   improvement
expenditures,  to permit  additional  distributions  to its  partners in 2005 or
subsequent periods.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 39,241 limited  partnership  units
(the "Units") in the Partnership representing 74.69% of the outstanding Units at
June 30, 2005. A number of these Units were  acquired  pursuant to tender offers
made by AIMCO or its  affiliates.  It is possible  that AIMCO or its  affiliates
will acquire  additional Units in exchange for cash or a combination of cash and
units in AIMCO  Properties,  L.P., the operating  partnership  of AIMCO,  either
through  private  purchases  or  tender  offers.  Pursuant  to  the  Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Corporate General Partner.  As a result of its ownership of 74.69% of
the outstanding Units, AIMCO and its affiliates are in a position to control all
voting decisions with respect to the Partnership. 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.

Critical Accounting Policies and Estimates

The consolidated 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 significant  accounting policies,  the following may involve a higher degree
of judgment and complexity.

Impairment of Long-Lived Assets

The Partnership's  investment  properties are recorded at cost, less accumulated
depreciation,  unless considered impaired.  If events or circumstances  indicate
that the carrying  amount of a property may be impaired,  the  Partnership  will
make an assessment of its  recoverability by estimating the undiscounted  future
cash flows,  excluding interest charges, of the property. If the carrying amount
exceeds the aggregate  future cash flows,  the  Partnership  would  recognize an
impairment  loss to the extent the carrying amount exceeds the fair value of the
property.

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's investment properties.  These factors include, but are not limited
to,  changes  in the  national,  regional  and  local  economic  climate;  local
conditions,  such as an oversupply of multifamily  properties;  competition from
other available  multifamily property owners and changes in market rental rates.
Any adverse changes in these factors could cause impairment of the Partnership's
assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership will offer rental concessions during particularly slow months or
in response  to heavy  competition  from other  similar  complexes  in the area.
Rental income attributable to leases, net of any concessions, is recognized on a
straight-line  basis over the term of the lease.  The Partnership  evaluates all
accounts  receivable  from  residents and  establishes  an allowance,  after the
application of security deposits,  for accounts greater than 30 days past due on
current tenants and all receivables due from former tenants.

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.


<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its Corporate  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of interests  in certain  Corporate  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition,  during the third quarter of 2001, a complaint  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  On or about  August 6, 2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial  dissolution.  On January 28, 2002, the trial court granted  defendants
motion to strike the complaint. Plaintiffs took an appeal from this order.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes  action and the Heller  action.  On June 13, 2003,  the
court granted final approval of the settlement and entered  judgment in both the
Nuanes and Heller actions. On August 12, 2003, an objector ("Objector") filed an
appeal (the "Appeal")  seeking to vacate and/or reverse the order  approving the
settlement and entering judgment  thereto.  On May 4, 2004, the Objector filed a
second appeal  challenging  the court's use of a referee and its order requiring
Objector to pay those fees.

On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.
With regard to the settlement and judgment entered thereto, the Court of Appeals
vacated  the trial  court's  order and  remanded  to the trial court for further
findings  on the basis that the "state of the record is  insufficient  to permit
meaningful  appellate  review".  With regard to the second appeal,  the Court of
Appeals  reversed the order requiring the Objector to pay referee fees. On April
26, 2005,  the Court of Appeals  lifted the stay of a pending  appeal related to
the Heller action and the trial court's order striking the  complaint.  On April
28, 2005, the Objector  filed a Petition for Review with the California  Supreme
Court in connection with the opinion vacating the order approving settlement and
remanding for further findings.  On June 10, 2005, the California  Supreme Court
denied  Objector's  Petition for Review and the Court of Appeals sent the matter
back to the trial court on June 21,  2005.  The parties  intend to ask the trial
court to make further findings in connection with settlement consistent with the
Court of Appeal's  remand order.  With respect to the related Heller appeal,  on
July 28, 2005, the Court of Appeal reversed the trial court's order striking the
first amended complaint.

The  Corporate  General  Partner  does  not  anticipate  that  any  costs to the
Partnership, whether legal or settlement costs, associated with these cases will
be material to the Partnership's overall operations.

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates  of the  Corporate  General  Partner,  are  defendants  in a  lawsuit
alleging that they willfully  violated the Fair Labor  Standards Act ("FLSA") by
failing to pay  maintenance  workers  overtime for all hours worked in excess of
forty per week.  The complaint  attempts to bring a collective  action under the
FLSA and seeks to certify state  subclasses  in  California,  Maryland,  and the
District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties
L.P. and NHP  Management  Company failed to compensate  maintenance  workers for
time  that they were  required  to be  "on-call".  Additionally,  the  complaint
alleges AIMCO  Properties L.P. and NHP Management  Company failed to comply with
the FLSA in compensating maintenance workers for time that they worked in excess
of 40 hours in a week.  On June 23, 2005 the Court  conditionally  certified the
collective  action on both the on-call and  overtime  issues.  The Court  ruling
allows  plaintiffs to provide notice of the collective  action to all non-exempt
maintenance  workers from August 7, 2000 through the  present.  Those  employees
will have the  opportunity to opt-in to the collective  action.  Defendants have
asked the Court to  reconsider  its  ruling or in the  alternative  certify  the
ruling for appeal on that issue. After the notice goes out, defendants will have
the  opportunity to move to decertify the collective  action.  The Court further
denied plaintiffs' Motion for Certification of the state subclass.  Although the
outcome of any litigation is uncertain, AIMCO Properties,  L.P. does not believe
that  the  ultimate   outcome  will  have  a  material  adverse  effect  on  its
consolidated  financial  condition  or results  of  operations.  Similarly,  the
Corporate General Partner does not believe that the ultimate outcome will have a
material adverse effect on the Partnership's consolidated financial condition or
results of operations.

ITEM 5.     OTHER INFORMATION

            None.

ITEM 6.     EXHIBITS

            See Exhibit Index.



<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.



                                 SHELTER PROPERTIES V

                                 By:     Shelter Realty V Corporation
                                         Corporate General Partner

                                 By:      /s/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President


                                 By:      /s/Stephen B. Waters
                                          Stephen B. Waters
                                          Vice President


                                 Date:   August 15, 2005


<PAGE>


                              SHELTER PROPERTIES V
                                  EXHIBIT INDEX


      3           See Exhibit 4(a)

      3.1         Second  Amended and Restated  Bylaws of IPT,  dated October 2,
                  1998 (incorporated by reference to Current Report on Form 8-K,
                  dated October 1, 1998).

      4     (a)   Amended and Restated  Certificate  and  Agreement of Limited
                  Partnership  (included  as  Exhibit A to the  Prospectus  of
                  Registrant  dated May 27, 1983  contained in Amendment No. 1
                  to Registration  Statement No. 2-81308,  of Registrant filed
                  June 8, 1982 (the  "Prospectus") and incorporated  herein by
                  reference.)

            (b)   Subscription   Agreement  and  Signature   Page  (included  as
                  Exhibits  4(A)  and  4  (B)  to  the  Registration  Statement,
                  incorporated herein by reference).

      10(i) Contracts related to acquisition of properties.

            (a)   Purchase  Agreement  dated  May  23,  1983  between  CFC  1978
                  Partnership C and U.S. Shelter  Corporation to acquire Foxfire
                  Apartments.*

            (b)   Purchase  Agreement  dated May 14, 1983  between Old Salem and
                  U.S. Shelter Corporation to acquire Old Salem Apartments.*

            (c)   Purchase  Agreement  dated  April  21,  1983  between  Europco
                  Management Company of America and U.S. Shelter  Corporation to
                  acquire Woodland Village Apartments.*

            (d)   Purchase   Agreement   dated  May  6,  1983  between   Europco
                  Management Company of America and U.S. Shelter Corporation
                  to acquire Lake Johnson Mews.*

                     *Filed as Exhibits 12(a) through 12(d), respectively,  to
                     Amendment No. 1 of Registration  Statement No. 2-81308 of
                     Registrant filed May 24, 1983 and incorporated  herein by
                     reference.

            (f)   Purchase  Agreement  dated  August 26, 1983  between  James S.
                  Quincey and U.S.  Shelter  Corporation  to acquire  Millhopper
                  Village Apartments.  (Filed as Exhibit 12(F) to Post-Effective
                  Amendment  No. 1 of  Registration  Statement  No.  2-81308  of
                  Registrant filed October 13, 1983 and  incorporated  herein by
                  reference).

            (h)   Purchase  Agreement  dated December 14, 1983 between  Virginia
                  Real Estate Investors and U.S. Shelter  Corporation to acquire
                  Tar  River  Estates.  (Filed as  Exhibit  10(B) to Form 8-K of
                  Registrant dated December 8, 1983 and  incorporated  herein by
                  reference).

        (ii) Contracts related to the disposition of properties.

            (a)   Purchase  and Sale  Contract  between  New  Shelter  V Limited
                  Partnership,  a Delaware limited  partnership,  as Seller, and
                  Forest   Acquisition   Fund,  LLC,  a  Massachusetts   limited
                  liability company,  as Purchaser,  effective May 2, 2005 filed
                  as exhibit 10(ii)a to the Registrant's  Current Report on Form
                  8-K dated May 2, 2005 and incorporated herein by reference.

            (b)   Purchase  and  Sale  Contract  between  Foxfire  Apartments  V
                  Limited Partnership, a South Carolina limited partnership,  as
                  Seller,  and The  Bethany  Group,  LLC, a  California  limited
                  liability company, as Purchaser, effective May 12, 2005, filed
                  as exhibit 10(ii)b to the Registrant's  Current Report on Form
                  8-K dated August 1, 2005 and incorporated herein by reference.

            (c)   First Amendment to Purchase and Sale Contract  between Foxfire
                  Apartments V Limited  Partnership,  a South  Carolina  Limited
                  Partnership,   as  Seller,  and  The  Bethany  Group,  LLC,  a
                  California limited liability company, as Purchaser,  effective
                  July 1,  2005,  filed as exhibit  10(ii)c to the  Registrant's
                  Current   Report  on  Form  8-K  dated   August  1,  2005  and
                  incorporated herein by reference.

  (iii) Contracts related to refinancing of debt:

            (l)   Multifamily  Note secured by a Mortgage or Deed of Trust dated
                  October  25,  1999,   between  Foxfire  Apartments  V  Limited
                  Partnership and GMAC Commercial Mortgage  Corporation relating
                  to Foxfire Apartments.  (Filed as Exhibit 10(1) to Form 10-KSB
                  of  Registrant   for  period  ended   November  30,  1999  and
                  incorporated herein by reference).

            (m)   Multifamily  Note secured by a Mortgage or Deed of Trust dated
                  November  10,  1999,  between  Shelter  Properties  V  Limited
                  Partnership and GMAC Commercial Mortgage  Corporation relating
                  to Old  Salem  Apartments.  (Filed  as  Exhibit  10(m) to Form
                  10-KSB of  Registrant  for period ended  November 30, 1999 and
                  incorporated herein by reference).

            (o)   Multifamily  Note dated June 28, 2001, by and between  Shelter
                  Properties V Limited  Partnership,  a South  Carolina  limited
                  partnership,   and  GMAC  Commercial   Mortgage   Corporation,
                  relating to Lake  Johnson Mews  Apartments.  (Filed as Exhibit
                  10(iii)o to Form 10-QSB of Registrant filed on August 13, 2001
                  and incorporated herein by reference).

            (p)   Multifamily  Note dated June 28, 2001, by and between  Shelter
                  Properties V Limited  Partnership,  a South  Carolina  limited
                  partnership,   and  GMAC  Commercial   Mortgage   Corporation,
                  relating to Millhopper Village  Apartments.  (Filed as Exhibit
                  10(iii)p to Form 10-QSB of Registrant filed on August 13, 2001
                  and incorporated herein by reference).

            (q)   Multifamily Note dated August 30, 2001, by and between Shelter
                  Properties V Limited  Partnership,  a South  Carolina  limited
                  partnership,   and  GMAC  Commercial   Mortgage   Corporation,
                  relating to  Woodland  Village  Apartments.  (Filed as Exhibit
                  10(iii)q to Form 10-QSB of  Registrant  filed on November  13,
                  2001 and incorporated herein by reference).

            (r)   Multifamily  Note dated  December 28, 2001, by and between New
                  Shelter  V  Limited  Partnership,  a  South  Carolina  limited
                  partnership,  and Lend  Lease  Mortgage  Capital,  LP, a Texas
                  limited partnership. (Filed as Exhibit 10(iii)r to Form 8-K of
                  Registrant filed on January 14, 2002 and  incorporated  herein
                  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  of  the  equivalent  of the  Chief  Executive
                  Officer and Chief  Financial  Officer  Pursuant to 18 U.S.C.
                  Section  1350,  as Adopted  Pursuant  to Section  906 of the
                  Sarbanes-Oxley Act of 2002.


<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


1.    I have reviewed this quarterly report on Form 10-QSB of Shelter Properties
      V;

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

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

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

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

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

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

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

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

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

Date:  August 15, 2005

                                    /s/Martha L. Long
                                    Martha L. Long
                                    Senior   Vice    President   of
                                    Shelter  Realty V  Corporation,
                                    equivalent    of   the    chief
                                    executive    officer   of   the
                                    Partnership


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Stephen B. Waters, certify that:


1.    I have reviewed this quarterly report on Form 10-QSB of Shelter Properties
      V;

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

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

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

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

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

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

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

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

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

Date:  August 15, 2005

                                    /s/Stephen B. Waters
                                    Stephen B. Waters
                                    Vice    President   of   Shelter
                                    Realty      V       Corporation,
                                    equivalent    of    the    chief
                                    financial    officer    of   the
                                    Partnership


<PAGE>


Exhibit 32.1


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



In connection with the Quarterly  Report on Form 10-QSB of Shelter  Properties V
(the "Partnership"),  for the quarterly period ended June 30, 2005 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), Martha
L. Long, as the equivalent of the chief  executive  officer of the  Partnership,
and Stephen B. Waters,  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/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  August 15, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  August 15, 2005

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.