FORM 10-QSB-- QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                        Quarterly or Transitional Report



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

                                   Form 10-QSB

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

                 For the quarterly period ended September 30, 2001


[ ] 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
         (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, P.O. Box 1089
                        Greenville, South Carolina 29602
                      (Address of principal executive offices)

                    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  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


a)

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

                               September 30, 2001

<TABLE>
<CAPTION>


Assets
<S>                                                            <C>          <C>
   Cash and cash equivalents                                                $  1,291
   Receivables and deposits                                                      692
   Restricted escrows                                                          2,983
   Other assets                                                                1,511
   Investment properties:
      Land                                                   $  4,242
      Buildings and related personal property                  78,620
                                                               82,862
      Less accumulated depreciation                           (49,405)        33,457
                                                                            $ 39,934

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                         $    151
   Tenant security deposit liabilities                                           288
   Accrued property taxes                                                        500
   Other liabilities                                                             557
   Mortgage notes payable                                                     47,233

Partners' Deficit
   General partners                                          $   (385)
   Limited partners (52,538 units
      issued and outstanding)                                  (8,410)        (8,795)

                                                                            $ 39,934


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>




b)

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

<TABLE>
<CAPTION>


                                          Three Months Ended      Nine Months Ended
                                            September 30,           September 30,
                                           2001       2000        2001        2000
Revenues:
<S>                                      <C>         <C>         <C>         <C>
   Rental income                         $ 3,315     $ 3,442     $ 9,868     $10,262
   Other income                              238         253         951         821
   Casualty gain                              --       1,662         121       1,662
      Total revenues                       3,553       5,357      10,940      12,745

Expenses:
   Operating                               1,594       1,381       4,401       4,136
   General and administrative                147         219         425         439
   Depreciation                              725         894       2,199       2,248
   Interest                                  892         760       2,389       2,284
   Property taxes                            235         181         664         568
      Total expenses                       3,593       3,435      10,078       9,675

(Loss) income before extraordinary
   item                                      (40)      1,922         862       3,070
Extraordinary loss on early
  extinguishment of debt                     (38)         --        (112)         --
      Net (loss) income                   $  (78)    $ 1,922      $  750     $ 3,070

Net (loss) income allocated to
   general partners (1%)                  $   (1)    $    19      $    8     $    31
Net (loss) income allocated to
   limited partners (99%)                    (77)      1,903         742       3,039

                                          $ (78)     $ 1,922      $ 750      $ 3,070
Per limited partnership unit:
   (Loss) income before
      extraordinary item                  $ (.75)    $ 36.22     $ 16.23     $ 57.84

   Extraordinary item                       (.72)         --       (2.11)         --
   Net (loss) income                     $ (1.47)    $ 36.22     $ 14.12     $ 57.84

Distributions per limited
   partnership unit                      $ 75.94      $ --       $106.53     $144.18


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


c)

                                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, 2000                      52,538     $  (336)    $(3,555)   $(3,891)

Distributions to partners                     --         (57)     (5,597)    (5,654)

Net income for the nine months
   ended September 30, 2001                   --           8         742         750

Partners' deficit at
   September 30, 2001                     52,538     $  (385)    $(8,410)   $(8,795)


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


d)
                              SHELTER PROPERTIES V
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                   (in thousands)

<TABLE>
<CAPTION>

                                                                    Nine Months Ended
                                                                      September 30,
                                                                    2001        2000
Cash flows from operating activities:
<S>                                                                <C>         <C>
  Net income                                                       $   750     $ 3,070
  Adjustments to reconcile net income to net cash
   provided by operating activities:
      Depreciation                                                   2,199       2,248
      Amortization of discounts and loan costs                          81         147
      Casualty gain                                                   (121)     (1,662)
      Extraordinary loss on early extinguishment of debt               112          --
      Change in accounts:
          Receivables and deposits                                     371      (2,056)
          Other assets                                                (125)        (97)
          Accounts payable                                            (247)     (1,014)
          Tenant security deposit liabilities                            7          14
          Accrued property taxes                                       240          38
          Other liabilities                                            (39)       (404)

             Net cash provided by operating activities               3,228         284

Cash flows from investing activities:
  Property improvements and replacements                            (4,844)     (2,238)
  Net (deposits to) withdrawals from restricted escrows               (204)         39
  Settlement for defective property improvements                       153          --
  Insurance proceeds received, net                                     121       4,324

             Net cash (used in) provided by investing
               activities                                           (4,774)      2,125

Cash flows from financing activities:
  Payments on mortgage notes payable                                  (593)       (508)
  Loan costs paid                                                     (852)        (83)
  Proceeds from mortgage notes payable                              19,392          --
  Repayment of mortgage notes payable                              (12,000)         --
  Partners' distributions                                           (5,654)     (7,594)

             Net cash provided by (used in) financing
               activities                                              293      (8,185)

Net decrease in cash and cash equivalents                           (1,253)     (5,776)

Cash and cash equivalents at beginning of period                     2,544       8,852

Cash and cash equivalents at end of period                         $ 1,291     $ 3,076

Supplemental disclosure of cash flow information:
  Cash paid for interest                                           $ 2,311     $ 2,138

At  December  31,  2000  and  1999,   approximately   $221,000   and   $145,000,
respectively,  of  property  improvements  and  replacements  were  included  in
accounts payable.


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


e)

                              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 nine month
periods ended September 30, 2001 are not  necessarily  indicative of the results
that  may be  expected  for the year  ending  December  31,  2001.  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,  2000.  Shelter  Realty V  Corporation  is an
affiliate of Apartment  Investment and Management Company ("AIMCO"),  a publicly
traded real estate investment trust.

Certain  reclassifications have been made to the 2000 balances to conform to the
2001 presentation.

Principles of Consolidation:

The financial statements include all the accounts of the Partnership and its two
99.99% owned  partnerships.  The Corporate  General Partner of the  consolidated
partnerships  is Shelter Realty V Corporation.  Shelter Realty V Corporation may
be  removed  as the  general  partner of the  consolidated  partnerships  by the
Registrant;   therefore,  the  consolidated   partnerships  are  controlled  and
consolidated by the Registrant.  All significant  interpartnership balances have
been eliminated.

Segment Reporting:

Statement of Financial  Accounting Standards ("SFAS") No. 131, "Disclosure about
Segments of an Enterprise and Related Information" established standards for the
way that public business enterprises report information about operating segments
in annual  financial  statements  and  requires  that those  enterprises  report
selected  information about operating segments in interim financial reports.  It
also established  standards for related disclosures about products and services,
geographic  areas,  and  major  customers.  As  defined  in SFAS  No.  131,  the
Partnership  has only one  reportable  segment.  The Corporate  General  Partner
believes that  segment-based  disclosures  will not result in a more  meaningful
presentation than the consolidated financial statements as currently presented.


<PAGE>

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 as an indicator of the  Partnership's
operating performance or to cash flows as a measure of liquidity.

                                                      Nine Months Ended
                                                        September 30,
                                                       (in thousands)
                                                       2001       2000

             Net cash provided by
                operating activities                 $ 3,228     $ 284
               Payments on mortgage notes
                payable                                 (593)      (508)
               Property improvements and
                replacements                          (4,844)    (2,238)
               Change in restricted escrows, net        (204)        39
               Changes in reserves for net
                  operating liabilities                 (207)     3,519
               Releases from (additions to)
                  operating reserves                   3,531       (634)

                  Net cash from operations            $ 911      $ 462

The  Corporate   General   Partner   released   previously   reserved  funds  of
approximately  $3,531,000  at  September  30,  2001 and  reserved  approximately
$634,000 at September 30, 2000 to fund capital  improvements  and repairs at the
Partnership's seven investment 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 (i) certain
payments to affiliates for services and (ii)  reimbursement  of certain expenses
incurred by affiliates on behalf of the Partnership.  The following amounts were
paid or accrued to the Corporate  General Partner and affiliates during the nine
months ended September 30, 2001 and 2000 (in thousands):

                                                                 September 30,
                                                                 2001      2000
            Property management fees (included in
              operating expenses)                                $ 545     $ 539
            Reimbursement for services of affiliates
              (included in operating, general and
                administrative and interest expenses and
                investment properties)                           1,484      343
            Loan costs (included in other assets)                  364       --

During the nine months  ended  September  30, 2001 and 2000,  affiliates  of the
Corporate General Partner were entitled to receive 5% of gross receipts from all
of the Partnership's  properties for providing property management services. The
Partnership paid to such affiliates  approximately $545,000 and $539,000 for the
nine months ended September 30, 2001 and 2000, respectively.

Affiliates  of  the  Corporate   General  Partner   received   reimbursement  of
accountable  administrative  expenses amounting to approximately  $1,484,000 and
$343,000 for the nine months ended  September  30, 2001 and 2000,  respectively.
Included in these charges for the nine months ended  September 30, 2001 and 2000
is approximately  $1,182,000 and $32,000,  respectively,  in reimbursements  for
construction oversight costs.

For  services  provided  in  connection  with  the  refinancing  of  five of the
Partnership's  investment  properties,  the Corporate  General  Partner was paid
approximately  $364,000 during the nine months ended  September 30, 2001.  These
costs were  capitalized  and are  included in other  assets on the  consolidated
balance sheet.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates own 36,879 limited  partnership  units in
the Partnership  representing 70.20% of the outstanding units. 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  limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating  partnership of AIMCO either through  private  purchases or tender
offers. Under the Partnership  Agreement,  unitholders holding a majority of the
units are  entitled to take action with  respect to a variety of matters,  which
would  include  voting on certain  amendments to the  Partnership  Agreement and
voting to remove the Corporate General Partner.  As a result of its ownership of
70.20% of the  outstanding  units,  AIMCO is in a position  to control  all such
voting decisions with respect to the Partnership.  When voting on matters, AIMCO
would in all likelihood vote the units it acquired in a manner  favorable to the
interest of the Corporate  General Partner  because of its affiliation  with the
Corporate General Partner.

Note D - Casualty Events

In September  1999, Tar River Estates  Apartments was damaged by severe flooding
which  affected  certain  areas  of North  Carolina.  It is  estimated  that the
property has incurred  approximately  $6,323,000  in damages as a result of this
flooding.  As  of  September  30,  2001,  insurance  proceeds  of  approximately
$5,316,000  have been  received to cover lost rents and damage to the  property,
resulting in a casualty  gain of  approximately  $1,662,000  for the nine months
ended  September  30, 2000.  In addition,  the  Partnership  has  negotiated  an
agreement with the city of Greenville,  North Carolina, whereby a portion of the
land  will  be  condemned  and  sold  to the  city  (see  "Note  H" for  further
discussion). Therefore, the apartment units previously located on this land will
not  be  reconstructed.   The  remaining  damaged  units  have  been  completely
reconstructed.   As  part  of  the  reconstruction   process,   the  Partnership
capitalized the portion of the interest expense associated with the assets under
reconstruction.  For the nine months ended  September  30,  2001,  approximately
$95,000 of interest had been capitalized.

In July 1999, Woodland Village Apartments  experienced a fire, which resulted in
the  destruction of eight  apartment  units.  The property  incurred  damages of
approximately  $448,000  and  estimated  lost  rents of  approximately  $36,000.
Insurance proceeds of approximately $332,000 were received during the year ended
December  31, 1999 to cover the damages and lost rents,  resulting in a casualty
gain in 1999 of $210,000.  The repairs were completed and an additional  gain of
approximately  $121,000 was recorded  during the nine months ended September 30,
2001 as a result of receiving additional insurance proceeds.

Note E - Refinancing and Extraordinary Loss

On August 31, 2001,  the  Partnership  refinanced  the mortgage note at Woodland
Village Apartments. Gross proceeds from the refinancing were $8,050,000 of which
approximately  $4,950,000 was used to repay the existing  mortgage note. The new
note requires monthly  principal and interest  payments at a fixed rate of 7.11%
and matures  September  1, 2021 at which time the loan will be fully  amortized.
The old debt carried a fixed interest rate of 7.33%. The Partnership  recognized
an  extraordinary  loss on the  early  extinguishment  of debt of  approximately
$38,000,  due to the write off of unamortized loan costs. Total capitalized loan
costs for the new mortgage were approximately $267,000 at September 30, 2001.

On June 28, 2001, the Partnership refinanced the mortgage notes encumbering Lake
Johnson Mews  Apartments and Millhopper  Village  Apartments.  The  refinancings
replaced   indebtedness  of  approximately   $4,350,000  at  Lake  Johnson  Mews
Apartments and $2,700,000 at Millhopper Village Apartments with new mortgages in
the amounts of $7,117,000 and $4,225,000,  respectively.  The new mortgages both
carry a  stated  interest  rate of 7.43% as  compared  to 7.33% on the  previous
loans.  Payments of principal  and  interest on the new  mortgage  loans are due
monthly  until the loans  mature on July 1, 2021 at which  time the loan will be
fully amortized.  The Partnership  recognized an extraordinary loss on the early
extinguishment of debt of approximately  $38,000 at Lake Johnson Mews Apartments
and approximately  $36,000 at Millhopper Village Apartments due to the write-off
of unamortized  loan costs.  Total  capitalized loan costs for the new mortgages
were  approximately  $225,000 for Lake Johnson Mews Apartments and approximately
$171,000 for Millhopper Village Apartments at September 30, 2001.

On December 15,  2000,  the  Partnership  refinanced  the mortgage  notes at The
Lexington Green  Apartments.  Gross proceeds from refinancing were $7,020,000 of
which approximately $3,272,000 was used to pay off the existing first and second
mortgage notes. The new note requires monthly principal and interest payments at
a fixed  interest  rate of 7.22% and  matures  January 1, 2021 at which time the
loan will be fully amortized. The old debt carried fixed interest rates of 7.60%
with maturities of November 15, 2002.  Total  capitalized loan costs for the new
mortgage  were  approximately  $195,000  for the year ended  December  31, 2000.
Additional loan costs of approximately  $14,000 were capitalized during the nine
months ended September 30, 2001.

During October and November 1999, the Partnership  refinanced the mortgage notes
at Foxfire  and Old Salem  Apartments,  respectively.  Gross  proceeds  from the
refinancings   were   $7,200,000  and   $10,157,000,   respectively,   of  which
approximately $4,519,000 and $6,287,000,  respectively,  was used to pay off the
existing  mortgage notes.  The new notes require monthly  principal and interest
payments at fixed interest  rates of 7.79% for Foxfire  Apartments and 8.02% for
Old Salem Apartments and mature November 1, and December 1, 2019,  respectively,
at which  time the loans will be fully  amortized.  The old debt  carried  fixed
interest  rates of 7.50% and 10.375%  with  maturities  of May 1999 and December
2016,  respectively.  Total  capitalized  loan costs at  December  31, 1999 were
approximately  $143,000.  An additional  $83,000 was capitalized during the year
ended December 31, 2000 and an additional  $175,000 was  capitalized  during the
nine months ended September 30, 2001.

Note F - Distributions

During the nine months ended  September 30, 2001,  the  Partnership  distributed
approximately  $5,654,000  to  the  partners  (approximately  $5,597,000  to the
limited  partners,   or  $106.53  per  limited   partnership   unit),  of  which
approximately $1,664,000  (approximately  $1,607,000 to the limited partners, or
$30.59 per  limited  partnership  unit) was from  operations  and  approximately
$3,990,000 (all to the limited partners, or $75.94 per limited partnership unit)
was from  proceeds  from  the  refinancings  of Lake  Johnson  Mews  Apartments,
Millhopper Village Apartments,  and Woodland Village  Apartments.  In connection
with the transfer of funds from the majority owned sub-tier limited  partnership
to the Partnership, approximately $41,000 was distributed to the general partner
of the majority owned sub-tier limited partnership. During the nine months ended
September 30, 2000, cash distributions of approximately  $6,177,000 were paid to
the limited  partners  ($117.57 per limited  partnership  unit) from refinancing
proceeds and  approximately  $1,417,000  (approximately  $1,398,000 of which was
paid to the limited partners or $26.61 per limited  partnership  unit) were paid
from operations.  Subsequent to September 30, 2001, the Partnership  distributed
approximately  $911,000 to the limited partners ($17.34 per limited  partnership
unit) from proceeds from the refinancing of Woodland Village Apartments.

Note G - 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
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition of interests in certain  general  partner  entities by
Insignia  Financial  Group,  Inc.  ("Insignia")  and entities which 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 seek monetary damages and
equitable relief, including judicial dissolution of the Partnership. On June 25,
1998,  the Corporate  General  Partner filed a motion  seeking  dismissal of the
action.  In lieu of responding to the motion,  the  plaintiffs  filed an amended
complaint.  The  Corporate  General  Partner  filed  demurrers  to  the  amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Corporate  General Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Corporate  General  Partner and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Corporate General Partner and affiliated defendants filed a
demurrer to the fourth amended complaint,  which, together with a demurrer filed
by other  defendants,  is currently  scheduled to be heard on November 15, 2001.
The Court has set the matter for trial in January 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Corporate  General Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint.  The matters are currently  scheduled to be heard
on November 15, 2001.

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

The  Partnership is unaware of any other pending or outstanding  litigation that
is not of a routine nature arising in the ordinary course of business.


<PAGE>



Note H - Subsequent Event

On October 17, 2001, the  Partnership  sold a portion of the land from Tar River
Estates Apartments to the city of Greenville,  North Carolina,  for net proceeds
of  approximately  $6,176,000  after  a  reduction  for  FEMA  funds  previously
received.  The  Partnership  realized a gain of  approximately  $5,968,000  as a
result of the sale. The  Partnership  used  approximately  $4,342,000 of the net
proceeds to repay the  mortgages  encumbering  the  property.  In addition,  the
Partnership  recorded an extraordinary  loss on early  extinguishment of debt of
approximately $89,000 as a result of the write off of unamortized loan costs and
mortgage discounts.

The following pro-forma  information  reflects the operations of the Partnership
as if the  portion  of the land at Tar River  Estates  Apartments  had been sold
January 1, 2000 (in thousands, except unit data).

                                                 September 30, 2001
     Assets
        Cash and cash equivalents                      $ 3,528
        Other assets                                     2,925
        Fixed assets, net                               33,249
                                                       $39,702

     Liabilities and partners' deficit
        Liabilities                                    $ 1,496
        Mortgage notes payable                          42,939
        Equity                                          (4,733)
                                                       $39,702

<TABLE>
<CAPTION>

                                           Nine Months Ended                  Year Ended
                                September 30, 2001   September 30, 2000   December 31, 2000

<S>                                   <C>                 <C>                  <C>
  Revenues                            $10,940             $10,297              $13,956
  Total expenses                        9,872               9,368               12,493

  Income before extraordinary
    item                              $ 1,068              $ 929               $ 1,463
  Income before extraordinary
    item per limited
    partnership unit                  $ 20.12             $ 17.51              $ 27.56
</TABLE>

<PAGE>


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

The  matters  discussed  in this Form  10-QSB  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions,   competitive  and  regulatory   matters,   etc.)  detailed  in  the
disclosures  contained  in this  Form  10-QSB  and the  other  filings  with the
Securities and Exchange Commission made by the Registrant from time to time. The
discussions of the  Registrant's  business and results of operations,  including
forward-looking  statements  pertaining  to such  matters,  does not  take  into
account the effects of any changes to the  Registrant's  business and results of
operation.  Accordingly,  actual  results  could  differ  materially  from those
projected in the forward-looking  statements as a result of a number of factors,
including those identified herein.

The Partnership's  investment  properties consist of seven apartment  complexes.
The following  table sets forth the average  occupancy of the properties for the
nine months ended September 30, 2001 and 2000:

                                                       September 30,
             Property                                2001        2000

             Foxfire Apartments
                Atlanta, Georgia                      94%         95%

             Old Salem Apartments
                Charlottesville, Virginia             97%         97%

             Woodland Village Apartments
                Columbia, South Carolina              94%         93%

             Lake Johnson Mews Apartments
                Raleigh, North Carolina               92%         93%

             The Lexington Green Apartments
                Sarasota, Florida                     96%         97%

             Millhopper Village Apartments
                Gainesville, Florida                  94%         94%

             Tar River Estates Apartments
                Greenville, North Carolina (1)        66%         35%


(1)   During September 1999, Tar River Estates  Apartments was damaged by severe
      flooding which affected certain areas of North Carolina.  The property has
      incurred  extensive damage as a result of the flooding causing portions of
      the property to be unavailable  for occupancy  since  September  1999. The
      occupancy  for the units not damaged at the  property was 99% at September
      30, 2001. The Corporate General Partner has reconstructed a portion of the
      property.


<PAGE>


Results of Operations

The  Partnership's  net  (loss)  income  for the  three  and nine  months  ended
September 30, 2001 was  approximately  ($78,000) and $750,000  respectively,  as
compared to net income of approximately  $1,922,000 and $3,070,000 for the three
and nine months ended  September  30,  2000.  The decrease in net income for the
three months ended September 30, 2001 is due to a decrease in total revenues, an
increase  in  total   expenses,   and  an   extraordinary   loss  on  the  early
extinguishment  of  debt as a  result  of the  refinancing  of the  mortgage  at
Woodland Village Apartments (as discussed in "Liquidity and Capital Resources").
The decrease in net income for the nine months ended  September  30, 2001 is due
to a  decrease  in  total  revenues,  an  increase  in total  expenses,  and the
extraordinary  loss on the  early  extinguishment  of debt  as a  result  of the
refinancing of the mortgages at three of the Partnerships  investment properties
(as discussed in "Liquidity and Capital  Resources").  Total expenses  increased
for the three and nine  months  ended  September  30, 2001 due to  increases  in
operating,  interest,  and property tax expenses.  Operating  expenses increased
primarily  due  to an  increase  in  hazard  insurance  expense  at  all  of the
Partnership's  investment  properties,  increases in payroll related expenses at
Lake Johnson Mews Apartments and Woodland Village  Apartments and an increase in
utility expenses at Old Salem Apartments. The increase in operating expenses was
partially offset by decreases in maintenance and advertising  expenses at all of
the  Partnership's  investment  properties.  Interest expense  increased at Lake
Johnson  Mews  Apartments,   Millhopper  Village  Apartments,   Lexington  Green
Apartments,  and Woodland Village Apartments as a result of larger loan balances
due to recent  refinancings.  The  increase  in interest  expense was  partially
offset by a decrease  in  interest  expense at Tar River  Estates due to certain
interest  costs  being  capitalized  (see  discussion  below).  The  increase in
property  tax  expense is due to the timing of the  receipt of tax bills,  which
affected the tax accruals recorded for the respective  periods.  The increase in
total  expenses  for the three and nine  months  ended  September  30,  2001 was
partially  offset by decreases in  depreciation  and general and  administrative
expenses.  Depreciation  expense decreased  primarily due to fixed assets placed
into service in previous years becoming fully depreciated during 2001.

General and administrative expenses decreased primarily due to a decrease in the
management  reimbursements  to the Corporate  General  Partner allowed under the
Partnership   Agreement  and  reduced  professional  fees  associated  with  the
management  of  the  Partnership.  These  decreases  were  partially  offset  by
increased  audit fees.  Also included in general and  administrative  expense at
both  September  30, 2001 and 2000 are costs  associated  with the quarterly and
annual  communications  with  investors and  regulatory  agencies and the annual
audits and appraisals required by the Partnership Agreement.

Total revenues  decreased for the three and nine months ended September 30, 2001
primarily due to the recognition in 2000 of a casualty gain at Tar River Estates
(as discussed below),  and to a lesser extent, a decrease in rental income.  The
decrease in rental income is due to the receipt of insurance proceeds in 2000 to
cover lost rents as a result of the  casualty at Tar River  Estates,  which more
than offset an increase in  occupancy  at  Woodland  Village  Apartments  and an
increase  in the average  rental  rates at all of the  Partnership's  investment
properties.  The decrease in total revenues for the nine months ended  September
30, 2001 was partially offset by an increase in other income and the recognition
of a gain  resulting  from the  casualty  at  Woodland  Village  Apartments  (as
discussed below).  Other income increased primarily due to an increase in tenant
reimbursements, which was partially offset by a decrease in interest income as a
result of lower average cash balances in interest bearing accounts.


<PAGE>



In September  1999, Tar River Estates  Apartments was damaged by severe flooding
which  affected  certain  areas  of North  Carolina.  It is  estimated  that the
property has incurred  approximately  $6,323,000  in damages as a result of this
flooding.  As  of  September  30,  2001,  insurance  proceeds  of  approximately
$5,316,000  have been  received to cover lost rents and damage to the  property,
resulting in a casualty  gain of  approximately  $1,662,000  for the nine months
ended  September  30, 2000.  In addition,  the  Partnership  has  negotiated  an
agreement with the city of Greenville,  North Carolina, whereby a portion of the
land  will  be  condemned  and  sold  to the  city  (see  "Note  H" for  further
discussion). Therefore, the apartment units previously located on this land will
not  be  reconstructed.   The  remaining  damaged  units  have  been  completely
reconstructed.   As  part  of  the  reconstruction   process,   the  Partnership
capitalized the portion of the interest expense associated with the assets under
reconstruction.  For the nine months ended  September  30,  2001,  approximately
$95,000 of interest had been capitalized.

In July 1999, Woodland Village Apartments  experienced a fire, which resulted in
the  destruction of eight  apartment  units.  The property  incurred  damages of
approximately  $448,000  and  estimated  lost  rents of  approximately  $36,000.
Insurance proceeds of approximately $332,000 were received during the year ended
December  31, 1999 to cover the damages and lost rents,  resulting in a casualty
gain in 1999 of $210,000.  The repairs were completed and an additional  gain of
approximately  $121,000 was recorded  during the nine months ended September 30,
2001.

On October 17, 2001, the  Partnership  sold a portion of the land from Tar River
Estates Apartments to the city of Greenville,  North Carolina,  for net proceeds
of  approximately  $6,176,000  after  a  reduction  for  FEMA  funds  previously
received.  The  Partnership  realized a gain of  approximately  $5,968,000  as a
result of the sale. The  Partnership  used  approximately  $4,342,000 of the net
proceeds to repay the  mortgages  encumbering  the  property.  In addition,  the
Partnership  recorded an extraordinary  loss on early  extinguishment of debt of
approximately $89,000 as a result of the write off of unamortized loan costs and
mortgage discounts.

As part of the ongoing  business plan of the Registrant,  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
expense. 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.

Liquidity and Capital Resources

At  September  30,  2001,  the  Partnership  had cash and  cash  equivalents  of
approximately  $1,291,000 compared to approximately  $3,076,000 at September 30,
2000.  The decrease in cash and cash  equivalents  of  approximately  $1,253,000
since  December  31,  2000 is due to  approximately  $4,774,000  of cash used in
investing activities,  which was partially offset by approximately $3,228,000 of
cash  provided  by  operating  activities  and  approximately  $293,000  of cash
provided by financing activities. Cash used in investing activities consisted of
property  improvements  and  replacements  and net  deposits to escrow  accounts
maintained by the mortgage  lender,  which was partially  offset by a settlement
received for defective materials used in a construction project at The Lexington
Green  Apartments  and  insurance  proceeds  received  for the fire at  Woodland
Village  Apartments.  Cash  provided by  financing  activities  consisted of net
proceeds  received as a result of the  refinancing  of the mortgages of Woodland
Village  Apartments,  Lake  Johnson  Mews  Apartments,  and  Millhopper  Village
Apartments,  which  was  partially  offset  by the  repayment  of  the  existing
mortgages at Woodland  Village  Apartments,  Lake Johnson Mews  Apartments,  and
Millhopper Village Apartments,  distributions to partners, loan costs related to
the refinancing of the mortgages encumbering six of the Partnership's investment
properties,  and payments of principal  made on the  mortgages  encumbering  the
Partnership's properties. The Registrant 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 Registrant and to comply with
Federal, state, local, legal and regulatory  requirements.  Capital improvements
planned for each of the Registrant's properties are detailed below.

Millhopper   Village   Apartments:   For  2001,  the  Partnership  has  budgeted
approximately  $115,000 for capital  improvements,  consisting  primarily of air
conditioning  unit and floor covering  replacements.  The Partnership  completed
approximately  $85,000 in capital  expenditures at Millhopper Village Apartments
for the nine months  ended  September  30, 2001,  consisting  primarily of water
heater upgrades and floor covering  replacement.  These improvements were funded
from replacement reserves and operations.

Foxfire  Apartments:  For  2001,  the  Partnership  has  budgeted  approximately
$171,000  for  capital  improvements,  consisting  primarily  of floor  covering
replacement.   The  Partnership  completed  approximately  $195,000  in  capital
expenditures at Foxfire Apartments for the nine months ended September 30, 2001,
consisting primarily of structural improvements, and floor covering, countertop,
and appliance replacement. These improvements were funded from operations.

Lake  Johnson  Mews   Apartments:   For  2001,  the   Partnership  has  budgeted
approximately  $352,000  for  capital  improvements,   consisting  primarily  of
structural  improvements  and floor  covering and  appliance  replacements.  The
Partnership  completed  approximately  $139,000 in capital  expenditures at Lake
Johnson Mews Apartments for the nine months ended September 30, 2001, consisting
primarily of  structural  improvements,  air  conditioning  unit  upgrades,  and
cabinet and floor  covering  replacement.  These  improvements  were funded from
replacement reserves and operations.

Woodland   Village   Apartments:   For  2001,  the   Partnership   has  budgeted
approximately  $487,000  for  capital  improvements,   consisting  primarily  of
exterior painting and floor covering and appliance replacements. The Partnership
completed  approximately  $424,000 in capital  expenditures  for the nine months
ended  September 30, 2001,  consisting  primarily of repairs related to the fire
which occurred July 1999, interior building improvements, and floor covering and
appliance   replacement.   These   improvements  were  funded  from  operations,
replacement reserves, and insurance proceeds.

The  Lexington  Green  Apartments:   For  2001,  the  Partnership  has  budgeted
approximately  $448,000  for  capital  improvements,   consisting  primarily  of
exterior  painting,   floor  covering  and  appliance   replacements,   and  air
conditioning unit upgrades. The Partnership completed  approximately $236,000 in
capital  expenditures  at Lexington  Green  Apartments for the nine months ended
September 30, 2001, consisting primarily of plumbing upgrades, interior building
improvements,  and floor  covering,  cabinet and appliance  replacements.  These
improvements were funded primarily from operations.

Tar  River  Estates   Apartments:   For  2001,  the   Partnership  has  budgeted
approximately  $955,000 for capital  improvements  consisting primarily of floor
covering  replacement  and other  exterior  and interior  building  improvements
associated  with the repairs  required due to severe flood damage which occurred
during September 1999 at Tar River Estates Apartments. The Partnership completed
approximately  $3,178,000  in capital  expenditures  for the nine  months  ended
September 30, 2001, consisting primarily of floor covering replacement and other
exterior and interior building improvements associated with repairs required due
to severe flood damage which occurred during September 1999. These  improvements
were funded from replacement reserves and insurance proceeds.

Old Salem  Apartments:  For 2001,  the  Partnership  has budgeted  approximately
$402,000 for capital  improvements,  consisting  primarily of floor covering and
appliance  replacements,  structural  improvements,  and air  conditioning  unit
upgrades.   The  Partnership   completed   approximately   $366,000  in  capital
expenditures  at Old Salem  Apartments  for the nine months ended  September 30,
2001, consisting primarily of air conditioning unit upgrades and floor covering,
cabinet  and  appliance  replacements.   These  improvements  were  funded  from
operations.

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

The  Registrant's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Registrant.  The  mortgage
indebtedness of  approximately  $47,233,000  net of discount,  is amortized over
varying periods. The mortgages encumbering Tar River Apartments of approximately
$4,359,000 were repaid  subsequent to September 30, 2001 due to the condemnation
of a portion of the land and sale to the City of  Greenville,  North Carolina as
discussed in "Results of  Operations".  The  remaining  mortgages  have maturity
dates  ranging  from  November  1, 2019 to  September  1, 2021 and will be fully
amortized at maturity.

On August 31, 2001,  the  Partnership  refinanced  the mortgage note at Woodland
Village Apartments. Gross proceeds from the refinancing were $8,050,000 of which
approximately  $4,950,000 was used to repay the existing  mortgage note. The new
note requires monthly  principal and interest  payments at a fixed rate of 7.11%
and matures  September 1, 2021.  The old debt carried a fixed  interest  rate of
7.33%.  The  Partnership   recognized  an   extraordinary   loss  on  the  early
extinguishment  of  debt  of  approximately  $38,000,  due to the  write  off of
unamortized loan costs.  Total  capitalized loan costs for the new mortgage were
approximately $267,000 at September 30, 2001.

On June 28, 2001, the Partnership refinanced the mortgage notes encumbering Lake
Johnson Mews  Apartments and Millhopper  Village  Apartments.  The  refinancings
replaced   indebtedness  of  approximately   $4,350,000  at  Lake  Johnson  Mews
Apartments and $2,700,000 at Millhopper Village Apartments with new mortgages in
the amounts of $7,117,000 and $4,225,000,  respectively.  The new mortgages both
carry a  stated  interest  rate of 7.43% as  compared  to 7.33% on the  previous
loans.  Payments of principal  and  interest on the new  mortgage  loans are due
monthly until the loans mature on July 1, 2021.  The  Partnership  recognized an
extraordinary loss on the early extinguishment of debt of approximately  $38,000
at Lake Johnson Mews Apartments and approximately  $36,000 at Millhopper Village
Apartments due to the write-off of  unamortized  loan costs.  Total  capitalized
loan costs for the new mortgages  were  approximately  $225,000 for Lake Johnson
Mews Apartments and approximately  $171,000 for Millhopper Village Apartments at
September 30, 2001.

On December 15,  2000,  the  Partnership  refinanced  the mortgage  notes at The
Lexington Green  Apartments.  Gross proceeds from refinancing were $7,020,000 of
which approximately $3,272,000 was used to pay off the existing first and second
mortgage notes. The new note requires monthly principal and interest payments at
a fixed interest rate of 7.22% and matures January 1, 2021. The old debt carried
fixed  interest  rates of 7.60% with  maturities  of November  15,  2002.  Total
capitalized loan costs for the new mortgage was  approximately  $195,000 for the
year ended December 31, 2000.  Additional  loan costs of  approximately  $14,000
were capitalized during the nine months ended September 30, 2001.

During October and November 1999, the Partnership  refinanced the mortgage notes
at Foxfire  and Old Salem  Apartments,  respectively.  Gross  proceeds  from the
refinancings   were   $7,200,000  and   $10,157,000,   respectively,   of  which
approximately $4,519,000 and $6,287,000,  respectively,  was used to pay off the
existing  mortgage notes.  The new notes require monthly  principal and interest
payments at fixed interest  rates of 7.79% for Foxfire  Apartments and 8.02% for
Old Salem Apartments and mature November 1, and December 1, 2019,  respectively.
The old debt carried fixed interest  rates of 7.50% and 10.375% with  maturities
of May 1999 and December 2016,  respectively.  Total  capitalized  loan costs at
December  31,  1999 were  approximately  $143,000.  An  additional  $83,000  was
capitalized  during the year ended December 31, 2000 and an additional  $175,000
was capitalized during the nine months ended September 30, 2001.

During the nine months ended  September 30, 2001,  the  Partnership  distributed
approximately  $5,654,000  to  the  partners  (approximately  $5,597,000  to the
limited  partners,   or  $106.53  per  limited   partnership   unit),  of  which
approximately $1,664,000  (approximately  $1,607,000 to the limited partners, or
$30.59 per  limited  partnership  unit) was from  operations  and  approximately
$3,990,000 (all to the limited partners, or $75.94 per limited partnership unit)
was from  proceeds  from  the  refinancings  of Lake  Johnson  Mews  Apartments,
Millhopper Village Apartments,  and Woodland Village  Apartments.  In connection
with the transfer of funds from the majority owned sub-tier limited  partnership
to the Partnership, approximately $41,000 was distributed to the general partner
of the majority owned sub-tier limited partnership. During the nine months ended
September 30, 2000, cash distributions of approximately  $6,177,000 were paid to
the limited  partners  ($117.57 per limited  partnership  unit) from refinancing
proceeds and  approximately  $1,417,000  (approximately  $1,398,000 of which was
paid to the limited partners or $26.61 per limited  partnership  unit) were paid
from operations.  Subsequent to September 30, 2001, the Partnership  distributed
approximately  $911,000 to the limited partners ($17.34 per limited  partnership
unit) from proceeds from the refinancing of Woodland Village Apartments.  Future
cash  distributions  will  depend  on the  levels  of net  cash  generated  from
operations,   the  availability  of  cash  reserves,  and  the  timing  of  debt
maturities,  refinancings and/or property sales. The Partnership's  distribution
policy is reviewed on a monthly basis. There can be no assurance,  however, that
the Partnership will generate  sufficient funds from operations,  after required
capital improvement expenditures,  to permit any additional distributions to its
partners during the remainder of 2001 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates own 36,879 limited  partnership  units in
the Partnership  representing 70.20% of the outstanding units. 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  limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating  partnership of AIMCO either through  private  purchases or tender
offers. Under the Partnership  Agreement,  unitholders holding a majority of the
units are  entitled to take action with  respect to a variety of matters,  which
would  include  voting on certain  amendments to the  Partnership  Agreement and
voting to remove the Corporate General Partner.  As a result of its ownership of
70.20% of the  outstanding  units,  AIMCO is in a position  to control  all such
voting decisions with respect to the Registrant.  When voting on matters,  AIMCO
would in all likelihood vote the units it acquired in a manner  favorable to the
interest of the Corporate  General Partner  because of its affiliation  with the
Corporate General Partner.


<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
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition of interests in certain  general  partner  entities by
Insignia  Financial  Group,  Inc.  ("Insignia")  and entities which 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 seek monetary damages and
equitable relief, including judicial dissolution of the Partnership. On June 25,
1998,  the Corporate  General  Partner filed a motion  seeking  dismissal of the
action.  In lieu of responding to the motion,  the  plaintiffs  filed an amended
complaint.  The  Corporate  General  Partner  filed  demurrers  to  the  amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Corporate  General Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Corporate  General  Partner and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Corporate General Partner and affiliated defendants filed a
demurrer to the fourth amended complaint,  which, together with a demurrer filed
by other  defendants,  is currently  scheduled to be heard on November 15, 2001.
The Court has set the matter for trial in January 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Corporate  General Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint.  The matters are currently  scheduled to be heard
on November 15, 2001.

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



<PAGE>



ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  Exhibit  10(iii)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.

            b)    Reports on Form 8-K:

                  None filed during the quarter ended September 30, 2001.


<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/Patrick J. Foye
                                         Patrick J. Foye
                                         Executive Vice President

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

                                 Date:   November 13, 2001


<PAGE>


                                                                EXHIBIT 10(iii)q


                                                        FHLMC Loan No. 002692406
                                                     Woodland Village Apartments

                                MULTIFAMILY NOTE
                     (MULTISTATE - REVISION DATE 11-01-2000)


US $8,050,000.00                                         As of August 30, 2001


      FOR VALUE RECEIVED, the undersigned ("Borrower") jointly and severally (if
more  than  one)  promises  to pay to the  order  of  GMAC  COMMERCIAL  MORTGAGE
CORPORATION, a California corporation,  the principal sum of Eight Million Fifty
Thousand  and 00/100  Dollars (US  $8,050,000.00),  with  interest on the unpaid
principal  balance at the annual rate of seven and one  hundred ten  thousandths
percent (7.110%).


      Defined  Terms.  As used in this  Note,  (i) the term  "Lender"  means the
holder of this Note,  and (ii) the term  "Indebtedness"  means the principal of,
interest  on,  and any other  amounts  due at any time  under,  this  Note,  the
Security Instrument or any other Loan Document,  including  prepayment premiums,
late  charges,  default  interest,  and  advances to protect the security of the
Security  Instrument  under  Section 12 of the  Security  Instrument.  "Event of
Default"  and other  capitalized  terms used but not  defined in this Note shall
have the meanings given to such terms in the Security Instrument.

       Address for Payment. All payments due under this Note shall be payable at
200  Witmer  Road,  Post  Office Box 809,  Horsham,  Pennsylvania  19044,  Attn:
Servicing - Account Manager, or such other place as may be designated by written
notice to Borrower from or on behalf of Lender.

     Payment of Principal and Interest.  Principal and interest shall be paid as
follows:

      Unless  disbursement  of  principal  is made by Lender to  Borrower on the
first  day of the  month,  interest  for the  period  beginning  on the  date of
disbursement and ending on and including the last day of the month in which such
disbursement is made shall be payable  simultaneously with the execution of this
Note.  Interest under this Note shall be computed on the basis of a 360-day year
consisting of twelve 30-day months.
      Consecutive  monthly  installments of principal and interest,  each in the
amount of Sixty-Two  Thousand  Nine Hundred  Forty-Four  and 19/100  Dollars (US
$62,944.19),  shall be  payable  on the first  day of each  month  beginning  on
October 1, 2001,  until the entire unpaid  principal  balance  evidenced by this
Note is fully paid.
      Any  accrued  interest  remaining  past  due for 30 days or more  may,  at
Lender's discretion, be added to and become part of the unpaid principal balance
and shall bear  interest at the rate or rates  specified  in this Note,  and any
reference below to "accrued  interest" shall refer to accrued interest which has
not become part of the unpaid  principal  balance.  Any remaining  principal and
interest shall be due and payable on September 1, 2021 or on any earlier date on
which the unpaid  principal  balance of this Note  becomes due and  payable,  by
acceleration or otherwise (the "Maturity  Date").  The unpaid principal  balance
shall  continue to bear interest after the Maturity Date at the Default Rate set
forth in this Note until and including the date on which it is paid in full.
      Any regularly scheduled monthly installment of principal and interest that
is  received  by Lender  before  the date it is due shall be deemed to have been
received on the due date solely for the purpose of calculating interest due.

      Application of Payments. If at any time Lender receives,  from Borrower or
otherwise,  any amount  applicable  to the  Indebtedness  which is less than all
amounts due and payable at such time,  Lender may apply that  payment to amounts
then due and  payable in any manner and in any order  determined  by Lender,  in
Lender's  discretion.  Borrower  agrees that neither  Lender's  acceptance  of a
payment  from  Borrower in an amount that is less than all amounts  then due and
payable nor Lender's  application of such payment shall  constitute or be deemed
to  constitute  either  a  waiver  of  the  unpaid  amounts  or  an  accord  and
satisfaction.
      Security.   The  Indebtedness  is  secured,   among  other  things,  by  a
multifamily mortgage,  deed to secure debt or deed of trust dated as of the date
of this Note (the "Security Instrument"),  and reference is made to the Security
Instrument for other rights of Lender as to collateral for the Indebtedness.
      Acceleration.  If an Event of Default has occurred and is continuing,  the
entire unpaid principal  balance,  any accrued interest,  the prepayment premium
payable under  Paragraph  10, if any, and all other  amounts  payable under this
Note and any other Loan  Document  shall at once become due and payable,  at the
option of Lender,  without  any prior  notice to  Borrower  (except if notice is
required by applicable  law,  then after such notice).  Lender may exercise this
option to accelerate regardless of any prior forbearance.
      Late Charge.  If any monthly  amount  payable under this Note or under the
Security  Instrument or any other Loan Document is not received by Lender within
ten (10) days after the amount is due (unless  applicable  law requires a longer
period of time before a late  charge may be imposed,  in which event such longer
period shall be  substituted),  Borrower  shall pay to Lender,  immediately  and
without  demand by Lender,  a late  charge  equal to five  percent  (5%) of such
amount  (unless  applicable  law requires a lesser  amount be charged,  in which
event such lesser amount shall be substituted).  Borrower  acknowledges that its
failure to make timely payments will cause Lender to incur  additional  expenses
in servicing and processing  the loan  evidenced by this Note (the "Loan"),  and
that it is extremely  difficult and  impractical to determine  those  additional
expenses.  Borrower  agrees  that  the  late  charge  payable  pursuant  to this
Paragraph  represents a fair and  reasonable  estimate,  taking into account all
circumstances  existing  on the date of this Note,  of the  additional  expenses
Lender will incur by reason of such late payment.  The late charge is payable in
addition  to,  and not in lieu of, any  interest  payable  at the  Default  Rate
pursuant to Paragraph 8.
      Default  Rate.  So long as (a) any  monthly  installment  under  this Note
remains past due for thirty (30) days or more, or (b) any other Event of Default
has occurred  and is  continuing,  interest  under this Note shall accrue on the
unpaid  principal  balance  from the earlier of the due date of the first unpaid
monthly  installment  or the  occurrence  of such  other  Event of  Default,  as
applicable,  at a rate  (the  "Default  Rate")  equal to the  lesser of four (4)
percentage  points above the rate stated in the first paragraph of this Note and
the maximum  interest rate which may be collected from Borrower under applicable
law. If the unpaid  principal  balance and all accrued  interest are not paid in
full on the Maturity Date, the unpaid principal balance and all accrued interest
shall bear interest  from the Maturity  Date at the Default Rate.  Borrower also
acknowledges that its failure to make timely payments will cause Lender to incur
additional  expenses in servicing and processing the Loan, that, during the time
that any monthly  installment under this Note is delinquent for more than thirty
(30) days, Lender will incur additional costs and expenses arising from its loss
of the use of the money due and from the adverse  impact on Lender's  ability to
meet  its  other   obligations  and  to  take  advantage  of  other   investment
opportunities,  and that it is extremely  difficult and impractical to determine
those additional costs and expenses. Borrower also acknowledges that, during the
time that any monthly  installment  under this Note is delinquent  for more than
thirty (30) days or any other Event of Default has occurred  and is  continuing,
Lender's risk of nonpayment of this Note will be materially increased and Lender
is entitled to be compensated for such increased risk.  Borrower agrees that the
increase in the rate of  interest  payable  under this Note to the Default  Rate
represents a fair and reasonable estimate, taking into account all circumstances
existing on the date of this Note, of the additional  costs and expenses  Lender
will incur by reason of the  Borrower's  delinquent  payment and the  additional
compensation Lender is entitled to receive for the increased risks of nonpayment
associated with a delinquent loan.
      Limits on Personal Liability.

      Except as otherwise  provided in this  Paragraph 9, Borrower shall have no
personal  liability  under this Note, the Security  Instrument or any other Loan
Document for the repayment of the  Indebtedness  or for the  performance  of any
other  obligations  of Borrower  under the Loan  Documents,  and  Lender's  only
recourse for the  satisfaction of the  Indebtedness  and the performance of such
obligations  shall be Lender's  exercise of its rights and remedies with respect
to the Mortgaged  Property and any other  collateral  held by Lender as security
for the Indebtedness. This limitation on Borrower's liability shall not limit or
impair  Lender's  enforcement  of  its  rights  against  any  guarantor  of  the
Indebtedness or any guarantor of any obligations of Borrower.
      Borrower  shall be  personally  liable to Lender  for the  repayment  of a
portion of the Indebtedness equal to zero percent (0%) of the original principal
balance of this Note,  plus any other  amounts for which  Borrower  has personal
liability under this Paragraph 9.
      In  addition  to  Borrower's  personal  liability  under  Paragraph  9(b),
Borrower  shall be  personally  liable to Lender for the  repayment of a further
portion of the Indebtedness  equal to any loss or damage suffered by Lender as a
result of (1) failure of Borrower to pay to Lender upon demand after an Event of
Default all Rents to which Lender is entitled under Section 3(a) of the Security
Instrument  and the amount of all security  deposits  collected by Borrower from
tenants  then in  residence;  (2)  failure of  Borrower  to apply all  insurance
proceeds and condemnation  proceeds as required by the Security  Instrument;  or
(3)  failure of Borrower to comply  with  Section  14(d) or (e) of the  Security
Instrument relating to the delivery of books and records, statements,  schedules
and reports.
      For purposes of determining  Borrower's personal liability under Paragraph
9(b) and Paragraph  9(c), all payments made by Borrower or any guarantor of this
Note with respect to the  Indebtedness  and all amounts  received by Lender from
the  enforcement  of its rights under the Security  Instrument  shall be applied
first to the  portion of the  Indebtedness  for which  Borrower  has no personal
liability.
      Borrower shall become personally liable to Lender for the repayment of all
of the  Indebtedness  upon the  occurrence  of any of the  following  Events  of
Default: (1) Borrower's acquisition of any property or operation of any business
not  permitted  by  Section  33 of  the  Security  Instrument;  (2)  a  Transfer
(including,  but not  limited  to,  a lien or  encumbrance)  that is an Event of
Default  under  Section  21 of the  Security  Instrument,  other than a Transfer
consisting  solely of the  involuntary  removal or  involuntary  withdrawal of a
general  partner in a limited  partnership  or a manager in a limited  liability
company; or (3) fraud or written material  misrepresentation  by Borrower or any
officer,  director,  partner,  member or employee of Borrower in connection with
the  application  for or  creation  of the  Indebtedness  or any request for any
action or consent by Lender.
      In addition to any personal liability for the Indebtedness, Borrower shall
be  personally  liable to Lender for (1) the  performance  of all of  Borrower's
obligations   under  Section  18  of  the  Security   Instrument   (relating  to
environmental  matters);  (2) the costs of any audit under  Section 14(d) of the
Security  Instrument;  and (3) any  costs  and  expenses  incurred  by Lender in
connection  with the  collection of any amount for which  Borrower is personally
liable under this  Paragraph  9,  including  fees and out of pocket  expenses of
attorneys and expert witnesses and the costs of conducting any independent audit
of Borrower's  books and records to determine the amount for which  Borrower has
personal liability.
      To the extent that Borrower has personal liability under this Paragraph 9,
Lender may exercise its rights  against  Borrower  personally  without regard to
whether  Lender has exercised any rights  against the Mortgaged  Property or any
other  security,  or pursued any rights  against any  guarantor,  or pursued any
other rights available to Lender under this Note, the Security  Instrument,  any
other Loan  Document or  applicable  law. For purposes of this  Paragraph 9, the
term "Mortgaged Property" shall not include any funds that (1) have been applied
by Borrower as required or  permitted by the  Security  Instrument  prior to the
occurrence  of an  Event of  Default  or (2)  Borrower  was  unable  to apply as
required  or  permitted  by the  Security  Instrument  because of a  bankruptcy,
receivership, or similar judicial proceeding. To the fullest extent permitted by
applicable  law, in any action to enforce  Borrower's  personal  liability under
this  Paragraph  9,  Borrower  waives  any  right  to set off the  value  of the
Mortgaged Property against such personal liability.

      Voluntary and Involuntary Prepayments.

      A prepayment  premium shall be payable in connection  with any  prepayment
(any receipt by Lender of principal, other than principal required to be paid in
monthly installments pursuant to Paragraph 3(b), prior to the scheduled Maturity
Date set forth in Paragraph 3(c)) under this Note as provided below:
            Borrower may voluntarily  prepay all of the unpaid principal balance
of this Note on a Business Day  designated as the date for such  prepayment in a
written  notice from Borrower to Lender given at least 30 days prior to the date
of such  prepayment.  Such prepayment  shall be made by paying (A) the amount of
principal being prepaid, (B) all accrued interest, (C) all other sums due Lender
at the  time of such  prepayment,  and (D)  the  prepayment  premium  calculated
pursuant to Paragraph 10(c). For all purposes including the accrual of interest,
any prepayment received by Lender on any day other than the last calendar day of
the month shall be deemed to have been received on the last calendar day of such
month.  For purposes of this Note,  a "Business  Day" means any day other than a
Saturday,  Sunday  or any other  day on which  Lender is not open for  business.
Unless expressly provided for in the Loan Documents, Borrower shall not have the
option to  voluntarily  prepay  less than all of the unpaid  principal  balance.
However,  if a partial  prepayment  is provided for in the Loan  Documents or is
accepted by Lender in  Lender's  discretion,  a  prepayment  premium  calculated
pursuant to Paragraph 10(c) shall be due and payable by Borrower.
            Upon Lender's exercise of any right of acceleration under this Note,
Borrower shall pay to Lender, in addition to the entire unpaid principal balance
of this  Note  outstanding  at the  time of the  acceleration,  (A) all  accrued
interest  and  all  other  sums  due  Lender,  and (B)  the  prepayment  premium
calculated pursuant to Paragraph 10(c).
            Any application by Lender of any collateral or other security to the
repayment of any portion of the unpaid  principal  balance of this Note prior to
the  Maturity  Date and in the absence of  acceleration  shall be deemed to be a
partial prepayment by Borrower, requiring the payment to Lender by Borrower of a
prepayment premium.

      Notwithstanding  the provisions of Paragraph 10(a), no prepayment  premium
shall be payable with respect to (A) any prepayment  made during the period from
one  hundred  eighty  (180)  days  before  the  scheduled  Maturity  Date to the
scheduled  Maturity  Date,  or (B) any  prepayment  occurring as a result of the
application of any insurance  proceeds or condemnation  award under the Security
Instrument.
      Any   prepayment  premium  payable  under this Note shall be  computed  as
            follows: (1) If the prepayment is made between the date of this Note
            and the
date  that is 180  months  after  the  first  day of the  first  calendar  month
following the date of this Note (the "Yield Maintenance Period"), the prepayment
premium shall be whichever is the greater of subparagraphs (i) and (ii) below:

            (i)   1.0% of the unpaid principal balance of this Note; or

            (ii)  the product obtained by multiplying:

     (A)  the amount of principal being prepaid, by

     (B)  the  excess  (if  any) of the  Monthly  Note  Rate  over  the  Assumed
          Reinvestment Rate, by

     (C)  the Present Value Factor.

            For purposes of subparagraph  (ii), the following  definitions shall
apply:

            Monthly Note Rate: one-twelfth (1/12) of the annual interest rate of
            this Note, expressed as a decimal calculated to five digits.

            Prepayment Date: in the case of a voluntary prepayment,  the date on
            which the  prepayment  is made;  in the case of the  application  by
            Lender of  collateral  or  security  to a portion  of the  principal
            balance,  the date of such  application;  and in any other case, the
            date on which Lender  accelerates  the unpaid  principal  balance of
            this Note.

            Assumed  Reinvestment Rate:  one-twelfth (1/12) of the yield rate as
            of the date 5 Business  Days  before  the  Prepayment  Date,  on the
            9.250% U.S.  Treasury  Security due February 1, 2016, as reported in
            The Wall Street Journal,  expressed as a decimal  calculated to five
            digits.  In the event that no yield is published  on the  applicable
            date  for the  Treasury  Security  used  to  determine  the  Assumed
            Reinvestment  Rate,  Lender,  in its  discretion,  shall  select the
            non-callable  Treasury  Security  maturing  in the same  year as the
            Treasury Security specified above with the lowest yield published in
            The  Wall  Street  Journal  as  of  the  applicable   date.  If  the
            publication  of such  yield  rates in The  Wall  Street  Journal  is
            discontinued  for any reason,  Lender shall select a security with a
            comparable rate and term to the Treasury  Security used to determine
            the  Assumed  Reinvestment  Rate.  The  selection  of  an  alternate
            security  pursuant  to this  Paragraph  shall  be  made in  Lender's
            discretion.

            Present Value Factor: the factor that discounts to present value the
            costs  resulting  to Lender from the  difference  in interest  rates
            during the months remaining in the Yield Maintenance  Period,  using
            the Assumed  Reinvestment  Rate as the discount  rate,  with monthly
            compounding, expressed numerically as follows:

      [OBJECT OMITTED]

            n = number of months remaining in Yield Maintenance Period

            ARR = Assumed Reinvestment Rate

            (2) If the  prepayment  is made  after the  expiration  of the Yield
Maintenance  Period but before the period set forth in Paragraph 10(b)(A) above,
the  prepayment  premium shall be 1.0% of the unpaid  principal  balance of this
Note.

      Any  permitted or required  prepayment  of less than the unpaid  principal
balance of this Note shall not extend or postpone the due date of any subsequent
monthly  installments or change the amount of such  installments,  unless Lender
agrees otherwise in writing.
      Borrower recognizes that any prepayment of the unpaid principal balance of
this Note,  whether  voluntary or  involuntary  or  resulting  from a default by
Borrower,  will result in Lender's incurring loss, including  reinvestment loss,
additional expense and frustration or impairment of Lender's ability to meet its
commitments  to third  parties.  Borrower  agrees to pay to Lender  upon  demand
damages  for the  detriment  caused by any  prepayment,  and  agrees  that it is
extremely  difficult  and  impractical  to ascertain the extent of such damages.
Borrower  therefore  acknowledges  and agrees that the  formula for  calculating
prepayment  premiums set forth in this Note represents a reasonable  estimate of
the damages Lender will incur because of a prepayment.
      Borrower further  acknowledges that the prepayment  premium  provisions of
this  Note  are  a  material  part  of  the  consideration  for  the  Loan,  and
acknowledges that the terms of this Note are in other respects more favorable to
Borrower as a result of the  Borrower's  voluntary  agreement to the  prepayment
premium provisions.

      Costs and  Expenses.  To the fullest  extent  allowed by  applicable  law,
Borrower  shall pay all expenses  and costs,  including  fees and  out-of-pocket
expenses  of  attorneys  (including  Lender's  in-house  attorneys)  and  expert
witnesses  and  costs of  investigation,  incurred  by Lender as a result of any
default under this Note or in connection  with efforts to collect any amount due
under  this  Note,  or to  enforce  the  provisions  of any of  the  other  Loan
Documents,  including those incurred in post-judgment  collection efforts and in
any  bankruptcy  proceeding  (including any action for relief from the automatic
stay of any  bankruptcy  proceeding)  or  judicial or  non-judicial  foreclosure
proceeding.
      Forbearance.  Any  forbearance by Lender in exercising any right or remedy
under  this  Note,  the  Security  Instrument,  or any other  Loan  Document  or
otherwise  afforded by applicable  law, shall not be a waiver of or preclude the
exercise of that or any other right or remedy.  The  acceptance by Lender of any
payment after the due date of such  payment,  or in an amount which is less than
the required payment,  shall not be a waiver of Lender's right to require prompt
payment  when due of all other  payments or to exercise any right or remedy with
respect to any  failure to make  prompt  payment.  Enforcement  by Lender of any
security for  Borrower's  obligations  under this Note shall not  constitute  an
election by Lender of remedies so as to preclude the exercise of any other right
or remedy available to Lender.
      Waivers.  Presentment,  demand,  notice of  dishonor,  protest,  notice of
acceleration,  notice of intent to demand or  accelerate  payment  or  maturity,
presentment  for  payment,  notice  of  nonpayment,   grace,  and  diligence  in
collecting  the  Indebtedness  are  waived by  Borrower  and all  endorsers  and
guarantors of this Note and all other third party obligors.
      Loan Charges.  Neither this Note nor any of the other Loan Documents shall
be construed to create a contract for the use, forbearance or detention of money
requiring  payment of interest at a rate greater than the maximum  interest rate
permitted to be charged under applicable law. If any applicable law limiting the
amount of interest or other charges  permitted to be collected  from Borrower in
connection  with the Loan is  interpreted  so that any  interest or other charge
provided for in any Loan  Document,  whether  considered  separately or together
with other charges  provided for in any other Loan Document,  violates that law,
and Borrower is entitled to the benefit of that law,  that interest or charge is
hereby reduced to the extent necessary to eliminate that violation. The amounts,
if any,  previously  paid to Lender in excess of the permitted  amounts shall be
applied by Lender to reduce the unpaid  principal  balance of this Note. For the
purpose  of  determining  whether  any  applicable  law  limiting  the amount of
interest or other  charges  permitted  to be  collected  from  Borrower has been
violated,  all  Indebtedness  that  constitutes  interest,  as well as all other
charges made in connection with the Indebtedness that constitute interest, shall
be deemed to be allocated  and spread  ratably over the stated term of the Note.
Unless otherwise required by applicable law, such allocation and spreading shall
be  effected  in such a manner  that the rate of interest so computed is uniform
throughout the stated term of the Note.
      Commercial  Purpose.  Borrower  represents that the  Indebtedness is being
incurred  by  Borrower  solely for the  purpose  of  carrying  on a business  or
commercial enterprise,  and not for personal,  family, household or agricultural
purposes.
      Counting  of Days.  Except  where  otherwise  specifically  provided,  any
reference in this Note to a period of "days" means  calendar  days, not Business
Days.

     Governing  Law. This Note shall be governed by the law of the  jurisdiction
in which the Land is located.

     Captions.  The captions of the paragraphs of this Note are for  convenience
only and shall be disregarded in construing this Note.

      Notices;   Written   Modifications.   All   notices,   demands  and  other
communications  required or permitted to be given by Lender to Borrower pursuant
to this  Note  shall be given in  accordance  with  Section  31 of the  Security
Instrument.  Any  modification  or amendment  to this Note shall be  ineffective
unless  in  writing  signed  by  the  party  sought  to  be  charged  with  such
modification or amendment;  provided,  however,  that in the event of a Transfer
under  the  terms  of  the  Security  Instrument,  any  or  some  or  all of the
Modifications  to Multifamily Note may be modified or rendered void by Lender at
Lender's option by notice to Borrower/transferee.
      Consent to  Jurisdiction  and Venue.  Borrower agrees that any controversy
arising under or in relation to this Note shall be litigated  exclusively in the
jurisdiction  in which the Land is located (the  "Property  Jurisdiction").  The
state and federal  courts and  authorities  with  jurisdiction  in the  Property
Jurisdiction  shall have exclusive  jurisdiction  over all  controversies  which
shall arise under or in relation to this Note. Borrower  irrevocably consents to
service,  jurisdiction,  and venue of such  courts for any such  litigation  and
waives  any other  venue to which it might be  entitled  by virtue of  domicile,
habitual residence or otherwise.
      WAIVER OF TRIAL BY JURY.  BORROWER AND LENDER EACH (A) AGREES NOT TO ELECT
A TRIAL BY JURY  WITH  RESPECT  TO ANY  ISSUE  ARISING  OUT OF THIS  NOTE OR THE
RELATIONSHIP BETWEEN THE PARTIES AS LENDER AND BORROWER THAT IS TRIABLE OF RIGHT
BY A JURY AND (B) WAIVES  ANY RIGHT TO TRIAL BY JURY WITH  RESPECT TO SUCH ISSUE
TO THE EXTENT THAT ANY SUCH RIGHT  EXISTS NOW OR IN THE  FUTURE.  THIS WAIVER OF
RIGHT  TO  TRIAL  BY JURY IS  SEPARATELY  GIVEN  BY EACH  PARTY,  KNOWINGLY  AND
VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.
      ATTACHED EXHIBIT.  The following Exhibit is attached to this Note:

            -----
            X        Exhibit A     Modifications to Multifamily Note
            -----

      IN WITNESS WHEREOF, Borrower has signed and delivered this Note under seal
or has  caused  this  Note to be signed  and  delivered  under  seal by its duly
authorized representative. Borrower intends that this Note shall be deemed to be
signed and delivered as a sealed instrument.








[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



<PAGE>


                                SHELTER  PROPERTIES  V  LIMITED  PARTNERSHIP,  a
                                South Carolina limited partnership

                                By:   Shelter  Realty  V  Corporation,  a  South
                                      Carolina corporation, its general partner



                                By:_________________________________
                                   Patti K. Fielding
                                   Senior Vice President


                                   13-3140364
                                   Borrower's Social Security/Employer ID Number







<PAGE>


PAY TO THE ORDER OF FEDERAL HOME LOAN MORTGAGE  CORPORATION,  WITHOUT  RECOURSE,
THIS ____ DAY OF AUGUST, 2001.

GMAC COMMERCIAL  MORTGAGE  CORPORATION,  a
   California corporation



By:_________________________________
   Donald W. Marshall
   Vice President


<PAGE>



                                                                        PAGE A-1
EXHIBIT A

MODIFICATIONS TO MULTIFAMILY NOTE


                  1. The first  sentence of  Paragraph  8 of the Note  ("Default
                  Rate") is hereby deleted and replaced with the following:

            So long as (a) any monthly  installment under this Note remains past
            due for more than thirty (30) days or (b) any other event of Default
            has  occurred  and is  continuing,  interest  under  this Note shall
            accrue on the unpaid  principal  balance from the earlier of the due
            date of the first unpaid  monthly  installment  or the occurrence of
            such other Event of Default, as applicable,  at a rate (the "Default
            Rate")  equal to the lesser of (1) the maximum  interest  rate which
            may be  collected  from  Borrower  under  applicable  law or (2) the
            greater of (i) three  percent (3%) above the  Interest  Rate or (ii)
            four percent  (4.0%) above the  then-prevailing  Prime Rate. As used
            herein,  the term  "Prime  Rate"  shall  mean  the rate of  interest
            announced by The Wall Street Journal from time to time as the "Prime
            Rate".

2.  Paragraph 9(c) of the Note is amended to add the following subparagraph (4):

(4)            failure  by  Borrower  to pay the  amount  of the water and sewer
               charges, taxes, fire, hazard or other insurance premiums,  ground
               rents,  assessments or other charges in accordance with the terms
               of the Security Instrument.

3.    Paragraph 19 is modified by deleting:  "; provided,  however,  that in the
      event of a Transfer  under the terms of the  Security  Instrument,  any or
      some or all of the  Modifications  to Multifamily  Note may be modified or
      rendered   void   by   Lender   at   Lender's    option   by   notice   to
      Borrower/transferee" in the last sentence of the Paragraph;  and by adding
      the following new sentence:

            The  Modifications  to Multifamily  Note set forth in this Exhibit A
            shall be null and void  unless  title to the  Mortgaged  Property is
            vested in an entity whose  Controlling  Interest(s)  are directly or
            indirectly  held by AIMCO  REIT or AIMCO OP. The  capitalized  terms
            used in this paragraph are defined in the Security Instrument.

Last revised 11/00