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

                                   Form 10-QSB

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

                    For the quarterly period ended June 30, 2002


[] TRANSITION REPORT UNDER 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


                         PART I - FINANCIAL INFORMATION



ITEM 1.     FINANCIAL STATEMENTS



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

                                  June 30, 2002

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 633
   Receivables and deposits                                                      261
   Restricted escrows                                                            422
   Other assets                                                                1,627
   Investment properties:
      Land                                                   $  4,054
      Buildings and related personal property                  81,725
                                                               85,779
      Less accumulated depreciation                           (51,721)        34,058
                                                                            $ 37,001

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                           $ 90
   Tenant security deposit liabilities                                           302
   Accrued property taxes                                                        428
   Other liabilities                                                             780
   Mortgage notes payable                                                     47,312

Partners' Deficit
   General partners                                          $   (380)
   Limited partners (52,538 units
      issued and outstanding)                                 (11,531)       (11,911)
                                                                            $ 37,001

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>






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


<TABLE>
<CAPTION>

                                          Three Months Ended      Six Months Ended
                                               June 30,               June 30,
                                           2002       2001        2002        2001
                                                   (Restated)              (Restated)
Revenues:
<S>                                      <C>         <C>         <C>         <C>
   Rental income                         $ 3,320     $ 3,262     $ 6,611     $ 6,553
   Other income                              333         340         709         713
   Casualty gain                              --          --         376         121
      Total revenues                       3,653       3,602       7,696       7,387

Expenses:
   Operating                               1,377       1,355       2,795       2,807
   General and administrative                126         143         262         278
   Depreciation                              820         742       1,610       1,474
   Interest                                  909         801       1,824       1,571
   Property taxes                            238         221         489         429
      Total expenses                       3,470       3,262       6,980       6,559

      Net income                          $ 183       $ 340       $ 716       $ 828

Net income allocated to
   general partners (1%)                   $ 2         $ 3         $ 7         $ 8
Net income allocated to
   limited partners (99%)                    181         337         709         820

                                          $ 183       $ 340       $ 716       $ 828
Net income per limited partnership
  unit                                    $ 3.44     $ 6.41      $ 13.49     $ 15.61

Distributions per limited
   partnership unit                      $119.23     $ 16.18     $119.23     $ 30.59

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>




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






<TABLE>
<CAPTION>


                                        Limited
                                       Partnership    General     Limited
                                          Units       Partners   Partners     Total

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

Partners' deficit at
   December 31, 2001                      52,538     $  (335)    $ (5,976)  $ (6,311)

Distributions to partners                     --         (52)      (6,264)    (6,316)

Net income for the six months
   ended June 30, 2002                        --           7          709         716

Partners' deficit at June 30, 2002        52,538     $  (380)    $(11,531)  $(11,911)

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>



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

                                                              Six Months Ended
                                                                  June 30,
                                                              2002        2001
Cash flows from operating activities:
<S>                                                          <C>         <C>
  Net income                                                 $   716     $   828
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Casualty gain                                             (376)       (121)
      Depreciation                                             1,610       1,474
      Amortization of discounts and loan costs                    42          50
      Loss on early extinguishment of debt                        --          74
      Change in accounts:
          Receivables and deposits                               319        (364)
          Other assets                                          (178)       (110)
          Accounts payable                                      (113)       (240)
          Tenant security deposit liabilities                     17          12
          Accrued property taxes                                 143         141
          Due to Corporate General Partner                        --         255
          Other liabilities                                      182        (142)
             Net cash provided by operating
                activities                                     2,362       1,857
Cash flows from investing activities:
  Property improvements and replacements                      (2,011)     (2,604)
  Net withdrawals from (deposits to) restricted escrows          397        (110)
  Settlement for defective property improvements                  --         153
  Insurance proceeds received                                    376         121
             Net cash used in investing activities            (1,238)     (2,440)
Cash flows from financing activities:
  Payments on mortgage notes payable                            (572)       (355)
  Loan costs paid                                                 (4)       (563)
  Proceeds from mortgage notes payable                            --      11,342
  Repayment of mortgage notes payable                             --      (7,050)
  Distributions to partners                                   (6,316)     (1,664)

             Net cash (used in) provided by financing
               activities                                     (6,892)      1,710

Net (decrease) increase in cash and cash equivalents          (5,768)      1,127

Cash and cash equivalents at beginning of period               6,401       2,544

Cash and cash equivalents at end of period                   $   633     $ 3,671
Supplemental disclosure of cash flow information:
  Cash paid for interest                                     $ 1,645     $ 1,543
Supplemental disclosure of non-cash activity:
  Property improvements and replacements in accounts
    payable                                                  $    72     $   343

At  December  31,  2001  and  2000,   approximately   $287,000   and   $221,000,
respectively,  of  property  improvements  and  replacements  were  included  in
accounts payable.

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>





                              SHELTER PROPERTIES V
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

The  accompanying   unaudited   consolidated  financial  statements  of  Shelter
Properties  V  (the   "Partnership"  or  "Registrant")  have  been  prepared  in
accordance with generally accepted  accounting  principles for interim financial
information  and  with the  instructions  to Form  10-QSB  and  Item  310(b)  of
Regulation  S-B.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  The general  partner  responsible  for management of the
Partnership's  business is Shelter Realty V Corporation (the "Corporate  General
Partner").  In the opinion of the Corporate  General  Partner,  all  adjustments
(consisting  of  normal  recurring  accruals)  considered  necessary  for a fair
presentation  have been included.  Operating results for the three and six month
periods ended June 30, 2002 are not  necessarily  indicative of the results that
may be expected for the year ending December 31, 2002. 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, 2001.  The Corporate  General  Partner is a subsidiary of Apartment
Investment  and  Management  Company  ("AIMCO"),  a publicly  traded real estate
investment trust. The non-corporate general partner, AIMCO Properties,  L.P., is
also an affiliate of AIMCO.

Effective  April  1,  2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards ("SFAS") No. 145, "Rescission of FASB Statements No. 4, 44
and 64". SFAS No. 4 "Reporting  Gains and Losses from  Extinguishment  of Debt,"
required  that all gains and losses from  extinguishment  of debt be  aggregated
and, if material,  classified as an  extraordinary  item.  SFAS No. 145 rescinds
SFAS No. 4, and accordingly, gains and losses from extinguishment of debt should
only be  classified  as  extraordinary  if they are  unusual in nature and occur
infrequently. Neither of these criteria applies to the Partnership. As a result,
the  accompanying  consolidated  statements of operations  have been restated to
reflect the loss on early extinguishment of debt at Lake Johnson Mews Apartments
and  Millhopper  Village  Apartments  in 2001 (see  "Note E") in  operations  as
interest expense rather than as an extraordinary item.

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.

                                                      Six Months Ended
                                                          June 30,
                                                       (in thousands)
                                                       2002       2001

         Net cash provided by operating activities   $ 2,362    $ 1,857
         Payments on mortgage notes payable             (572)      (355)
         Property improvements and replacements       (2,011)    (2,604)
         Change in restricted escrows, net               397       (110)
         Changes in reserves for net operating
            liabilities                                 (370)       448
         Releases from reserves                          194        764

            Net cash from operations                   $ --       $ --

For the six months ended June 30, 2002 and 2001, the Corporate  General  Partner
released  previously  reserved  funds of  approximately  $194,000 and  $764,000,
respectively.

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.

During the six months ended June 30, 2002 and 2001,  affiliates of the Corporate
General  Partner were  entitled to receive 5% of gross  receipts from all of the
Registrant's   properties  for  providing  property  management  services.   The
Registrant paid to such affiliates  approximately  $372,000 and $363,000 for the
six months  ended June 30, 2002 and 2001,  respectively,  which are  included in
operating expenses.

Affiliates  of  the  Corporate   General  Partner   received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $390,000 and
$436,000 for the six months ended June 30, 2002 and 2001, respectively. Included
in these amounts are fees related to construction  management  services provided
by an affiliate of the Corporate  General Partner of approximately  $192,000 and
$240,000  for the six months  ended June 30,  2002 and 2001,  respectively.  The
construction  management  service fees are  calculated  based on a percentage of
current  additions  to  investment  properties.  These  amounts are  included in
general and administrative expenses and investment properties.

For  services  provided  in  connection  with  the  refinancing  of  four of the
Partnership's  investment  properties  between  October 1999 and June 2001,  the
Corporate General Partner was paid approximately  $283,000 during the six months
ended June 30,  2001.  These costs were  capitalized  and are  included in other
assets.

In accordance  with the  Partnership  Agreement,  the Corporate  General Partner
loaned  the  Partnership  funds to cover  reconstruction  expense  at Tar  River
Estates  Apartments  during the six months ended June 30, 2001. At June 30, 2001
the amount of the  outstanding  loans and  accrued  interest  was  approximately
$255,000.  Interest was accrued at the prime rate plus 2%. Interest  expense was
approximately  $2,000 for the six months ended June 30,  2001.  During the third
quarter of 2001, this loan balance was repaid by the Partnership  with a portion
of the refinance proceeds received on the two properties that refinanced on June
28,  2001,  as  discussed  in "Note E".  There were no loans from the  Corporate
General Partner or associated  interest expense during the six months ended June
30, 2002.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated  with the Corporate  General  Partner.  During the six months ended
June 30, 2002 and 2001, the  Partnership was charged by AIMCO and its affiliates
approximately  $165,000 and $217,000,  respectively,  for insurance coverage and
fees associated with policy claims administration.

Note D - Casualty Events

In September  1999, Tar River Estates  Apartments was damaged by severe flooding
which affected certain areas of North Carolina. The property incurred damages of
approximately  $6,323,000  as a result of this  flooding.  During 2000 and 2001,
insurance proceeds of approximately $5,316,000 were received to cover lost rents
and  damage to the  property,  resulting  in a  casualty  gain of  approximately
$1,662,000 in 2000. In addition,  the  Partnership  negotiated an agreement with
the city of  Greenville,  North  Carolina,  whereby  a  portion  of the land was
condemned  and sold to the city on October 17, 2001.  Therefore,  the  apartment
units  previously  located on this land were not  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  which  were  under  construction  during  2001.  An
additional  gain of  approximately  $376,000 was recorded  during the six months
ended June 30, 2002 as a result of receiving additional insurance proceeds.

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 1999 to cover
the damages and lost rents resulting in a casualty gain in 1999 of approximately
$210,000.  The repairs were  completed and an additional  gain of  approximately
$121,000 was  recorded  during the six months ended June 30, 2001 as a result of
receiving additional insurance proceeds.

Note E - Refinancing and Loss on Early Extinguishment of Debt

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 they will be fully
amortized. The Partnership recognized a 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, which is included in interest expense.  Total capitalized loan costs
for  the new  mortgages  were  approximately  $221,000  for  Lake  Johnson  Mews
Apartments and approximately  $167,000 for Millhopper  Village Apartments during
the six months ended June 30, 2001.

For the six  months  ended  June 30,  2002 and 2001,  the  Partnership  incurred
additional  loan costs,  which were  capitalized,  of  approximately  $4,000 and
$175,000,  respectively.  These costs related to the December 2001  financing of
Tar River and the 1999 and 2000 fourth  quarter  refinancings  of The  Lexington
Green Apartments, Foxfire Apartments and Old Salem Apartments.

Note F - Distributions

The Partnership  distributed  the following  amounts during the six months ended
June 30, 2002 and 2001 (in thousands, except per unit data):

<TABLE>
<CAPTION>

                              Six Months     Per Limited     Six Months   Per Limited
                                 Ended       Partnership       Ended      Partnership
                             June 30, 2002       Unit      June 30, 2001      Unit
<S>                <C>          <C>             <C>            <C>           <C>
Financing Proceeds (1)          $3,785          $ 72.05        $   --        $   --
Sale Proceeds (2)                2,479            47.18            --            --
Other (3)                           52               --            41            --
Operations                          --               --         1,623         30.59
   Total                        $6,316          $119.23        $1,664        $30.59
</TABLE>

(1)   From  proceeds  from  the new  financing  obtained  on Tar  River  Estates
      Apartments in December 2001.
(2)   From  remaining  proceeds  from the sale of a portion of land at Tar River
      Estates Apartments in October 2001.
(3)   Distribution to the general partner of the majority owned sub-tier limited
      partnership  in  connection  with the  transfer of funds from the majority
      owned sub-tier limited partnership to the Partnership.

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  Corporate  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 was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.  The  Corporate  General  Partner  and  affiliated
defendants  oppose the motion.  On April 29,  2002,  the Court held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the current trial date of
January 13, 2003 (as well as the  pre-trial  and  discovery  cut-off  dates) and
stayed the case in its entirety through November 7, 2002 so that the parties can
have an opportunity to discuss settlement.

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. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the complaint. The parties are currently in the midst of briefing that appeal.

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>




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
six months ended June 30, 2002 and 2001:

                                                           June 30,
                  Property                              2002     2001

                  Foxfire Apartments
                     Atlanta, Georgia                   92%       94%

                  Old Salem Apartments
                     Charlottesville, Virginia          96%       97%

                  Woodland Village Apartments
                     Columbia, South Carolina (2)       90%       94%

                  Lake Johnson Mews Apartments
                     Raleigh, North Carolina (3)        95%       92%

                  The Lexington Green Apartments
                     Sarasota, Florida                  95%       97%

                  Millhopper Village Apartments
                     Gainesville, Florida               96%       94%

                  Tar River Estates Apartments
                     Greenville, North Carolina (1)     85%       62%


(1)   During September 1999, Tar River Estates  Apartments was damaged by severe
      flooding  which  affected  certain areas of North  Carolina.  The property
      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 82% at June 30,
      2001. The Partnership completed  reconstruction of the 220 remaining units
      at the property by December 2001,  therefore  occupancy for the six months
      ended June 30, 2002 as shown  above is for the 220  remaining  units.  The
      Partnership  negotiated an agreement  with the city of  Greenville,  North
      Carolina, whereby a portion of the land containing 182 units was condemned
      and sold to the city on October 17,  2001.  Therefore,  the 182  apartment
      units previously located on this land were not reconstructed.

(2)   The  Corporate  General  Partner  attributes  the decrease in occupancy at
      Woodland  Village  Apartments  to an  increase  in home  purchases  in the
      Columbia area as a result of lower home mortgage interest rates.

(3)   The Corporate General Partner attributes the increase in occupancy at Lake
      Johnson Mews  Apartments  to increased  marketing  efforts at the property
      along with pricing rents to be very  competitive  with other properties in
      the Raleigh area.

Results of Operations

The  Partnership's  net income for the three and six months  ended June 30, 2002
was approximately $183,000 and $716,000, respectively, as compared to net income
of  approximately  $340,000 and $828,000 for the three and six months ended June
30,  2001,  respectively.  The decrease in net income for both the three and six
months  ended June 30, 2002 is due to an increase  in total  expenses  partially
offset by an increase in total revenues.  Total expenses  increased for both the
three and six  months  ended June 30,  2002 due to  increases  in  depreciation,
interest and property tax expenses. The increase in total expenses for the three
months  ended  June  30,  2002 is also  due to a slight  increase  in  operating
expense,  which remained  relatively  constant for the six months ended June 30,
2002.  The  increase in total  expenses  for both the three and six months ended
June 30, 2002 was partially  offset by a decrease in general and  administrative
expense.  Depreciation expense increased at all of the Partnership's  investment
properties as a result of property  improvements  and  replacements  placed into
service during the past twelve months.  Interest  expense  increased at Woodland
Village Apartments,  Millhopper Village Apartments, Lake Johnson Mews Apartments
and Tar River Estates  Apartments as a result of an increase in their respective
loan  balances  due to  refinancings  in 2001.  In  addition,  interest  expense
increased for Tar River Estates  Apartments as a result of a portion of interest
costs being  capitalized  during  2001.  The  increase  in interest  expense was
partially  offset by the  recognition of a loss on the early  extinguishment  of
debt at Millhopper  Village  Apartments and Lake Johnson Mews Apartments in 2001
(as discussed  below).  The increase in property tax expense is primarily due to
an  increase  in the  assessed  value  at five of the  Partnership's  investment
properties.  The increase in  operating  expense for the three months ended June
30, 2002 is primarily due to an increase in  maintenance  expense at most of the
Partnership's   investment   properties,   partially   offset  by  decreases  in
payroll-related  expenses at most  properties and utility  expenses at Old Salem
Apartments.

General and  administrative  expenses  decreased  primarily due to a decrease in
appraisal fees. Included in general and administrative  expense at both June 30,
2002 and 2001 are management  reimbursements  to the Corporate  General  Partner
allowed  under  the  Partnership   Agreement.   Also  included  in  general  and
administrative  expenses  are costs  associated  with the  quarterly  and annual
communications  with  investors  and  regulatory  agencies  and the annual audit
required by the Partnership Agreement.

The  increase in total  revenues for the three months ended June 30, 2002 is due
to an increase in rental  income.  The  increase in total  revenues  for the six
months ended June 30, 2002 is primarily due to an increase in the recognition of
casualty  gains and, to a lesser  extent,  an increase in rental  income.  Other
income remained  relatively  constant for the comparable  periods.  The casualty
gain  recognized  during  the six months  ended  June 30,  2002 is a result of a
casualty at Tar River Estates Apartments (as discussed below). The casualty gain
recognized  during the six months  ended June 30, 2001 is a result of a casualty
at Woodland  Village  Apartments (as discussed  below).  Rental income increased
primarily due to increases in occupancy and the average  rental rate at three of
the Partnership's  investment properties with Tar River contributing the largest
increase,  partially  offset by a decrease in occupancy  and the average  rental
rate at four of the properties.

In September  1999, Tar River Estates  Apartments was damaged by severe flooding
which affected certain areas of North Carolina. The property incurred damages of
approximately  $6,323,000  as a result of this  flooding.  During 2000 and 2001,
insurance proceeds of approximately $5,316,000 were received to cover lost rents
and  damage to the  property,  resulting  in a  casualty  gain of  approximately
$1,662,000 in 2000. In addition,  the  Partnership  negotiated an agreement with
the city of  Greenville,  North  Carolina,  whereby  a  portion  of the land was
condemned  and sold to the city on October 17, 2001.  Therefore,  the  apartment
units  previously  located on this land were not  reconstructed.  The  remaining
damaged  units  have  been  completely  reconstructed.  An  additional  gain  of
approximately $376,000 was recorded during the six months ended June 30, 2002 as
a  result  of  receiving   additional   insurance  proceeds.   As  part  of  the
reconstruction  process, the Partnership capitalized the portion of the interest
expense associated with the assets under reconstruction during 2001. For the six
months  ended  June  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 1999 to cover
the damages and lost rents resulting in a casualty gain in 1999 of approximately
$210,000.  The repairs were  completed and an additional  gain of  approximately
$121,000 was  recorded  during the six months ended June 30, 2001 as a result of
receiving additional insurance proceeds.

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 June 30, 2002, the Partnership had cash and cash equivalents of approximately
$633,000, compared to approximately $3,671,000 at June 30, 2001. The decrease in
cash and cash equivalents of  approximately  $5,768,000 for the six months ended
June 30, 2002, from the Partnership's calendar year end, is due to approximately
$6,892,000 of cash used in financing activities and approximately  $1,238,000 of
cash used in investing activities,  partially offset by approximately $2,362,000
of cash  provided by operating  activities.  Cash used in  investing  activities
consisted  of  property  improvements  and  replacements,  partially  offset  by
insurance proceeds received for the casualty at Tar River Estates Apartments and
net receipts from escrow accounts  maintained by the mortgage lender.  Cash used
in financing activities consisted of distributions to partners, and, to a lesser
extent,  payments of principal on the  mortgages  encumbering  the  Registrant's
properties,  and additional loan costs related to the new financing  obtained on
Tar River  Estates  Apartments  in December  2001.  The  Registrant  invests its
working capital reserves in interest bearing accounts.


<PAGE>



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,   and  local  legal  and  regulatory   requirements.   Capital
improvements planned for each of the Registrant's properties are detailed below.

Millhopper   Village   Apartments:   For  2002,  the  Partnership  has  budgeted
approximately  $51,000 for capital  improvements,  consisting primarily of floor
covering replacement, appliances and office computers. The Partnership completed
approximately  $25,000 in capital  expenditures at Millhopper Village Apartments
for the six months ended June 30, 2002,  consisting  primarily of floor covering
replacement.   These  improvements  were  funded  from  operations.   Additional
improvements may be considered and will depend on the physical  condition of the
property as well as anticipated cash flow generated by the property.

Foxfire  Apartments:  For  2002,  the  Partnership  has  budgeted  approximately
$117,000  for  capital  improvements,  consisting  primarily  of floor  covering
replacement.  The Partnership completed  approximately  $198,000 in budgeted and
non-budgeted capital expenditures at Foxfire Apartments for the six months ended
June 30,  2002,  consisting  primarily of  construction  related to a fire which
occurred in 2001,  plumbing  upgrades,  and floor  covering  replacement.  These
improvements  were funded from  operations  and insurance  proceeds.  Additional
improvements may be considered and will depend on the physical  condition of the
property as well as anticipated cash flow generated by the property.

Lake  Johnson  Mews   Apartments:   For  2002,  the   Partnership  has  budgeted
approximately $311,000 for capital improvements, consisting primarily of parking
area  improvements,  electrical  upgrades,  structural  improvements,  and floor
covering  replacement.  The  Partnership  completed  approximately  $140,000  in
capital  expenditures  at Lake Johnson Mews  Apartments for the six months ended
June  30,  2002,   consisting  primarily  of  interior  building   improvements,
structural  upgrades,  and floor covering  replacement.  These improvements were
funded from replacement reserves and operations.  Additional improvements may be
considered and will depend on the physical  condition of the property as well as
anticipated cash flow generated by the property.

Woodland   Village   Apartments:   For  2002,  the   Partnership   has  budgeted
approximately  $102,000 for capital  improvements,  consisting  primarily of air
conditioning  unit  upgrades,  interior  improvements  and  floor  covering  and
appliance  replacements.  The  Partnership  completed  approximately  $71,000 in
capital  expenditures  at Woodland  Village  Apartments for the six months ended
June  30,  2002,   consisting   primarily  of  exterior   painting,   structural
improvements,   plumbing  fixtures,   and  floor  covering  replacement.   These
improvements  were funded from replacement  reserves and operations.  Additional
improvements may be considered and will depend on the physical  condition of the
property as well as anticipated cash flow generated by the property.

The  Lexington  Green  Apartments:   For  2002,  the  Partnership  has  budgeted
approximately  $221,000  for  capital  improvements,   consisting  primarily  of
structural  improvements,  plumbing upgrades,  cabinet and air conditioning unit
replacements  and floor  covering and appliance  replacements.  The  Partnership
completed  approximately $122,000 in capital expenditures at The Lexington Green
Apartments  for the six months  ended June 30,  2002,  consisting  primarily  of
construction  related to storm damage which occurred in 2001, plumbing upgrades,
and cabinet and floor covering replacements. These improvements were funded from
operations and insurance proceeds. Additional improvements may be considered and
will depend on the physical  condition  of the  property as well as  replacement
reserves and anticipated cash flow generated by the property.

Tar  River  Estates   Apartments:   For  2002,  the   Partnership  has  budgeted
approximately $230,000 for capital improvements, consisting primarily of cabinet
upgrades  and  appliance  and  floor  covering  replacements.   The  Partnership
completed   approximately   $1,140,000  in  budgeted  and  non-budgeted  capital
expenditures  at Tar River Estates  Apartments for the six months ended June 30,
2002, consisting primarily of swimming pool and clubhouse construction,  cabinet
upgrades, floor covering replacement,  and office equipment.  These improvements
were funded from operations and insurance proceeds.  Additional improvements may
be considered and will depend on the physical  condition of the property as well
as replacement reserves and anticipated cash flow generated by the property.

Old Salem  Apartments:  For 2002,  the  Partnership  has budgeted  approximately
$134,000  for  capital  improvements,  consisting  primarily  of floor  covering
replacement.   The  Partnership  completed  approximately  $100,000  in  capital
expenditures  at Old Salem  Apartments  for the six months  ended June 30, 2002,
consisting  primarily of swimming pool upgrades and floor covering  replacement.
These improvements were funded from operations.  Additional  improvements may be
considered and will depend on the physical  condition of the property as well as
anticipated cash flow generated by the property.

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.  On December 28,
2001, the  Partnership  obtained new financing on Tar River Estates  Apartments.
Gross proceeds from the new financing  were  approximately  $5,200,000.  The new
note requires monthly  principal and interest  payments at a fixed rate of 7.23%
and matures January 1, 2022, at which time it will be fully  amortized.  The old
debt of approximately  $4,342,000 carried a fixed interest rate of 7.60% and was
repaid with proceeds from the  condemnation and sale of a portion of the land to
the city of Greenville, North Carolina (as discussed above).

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%.

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 they will be fully
amortized. The Partnership recognized a 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, which is included in interest expense.

The remaining  mortgage  indebtedness of approximately  $23,144,000 is amortized
over  varying  periods with  maturity  dates  ranging  from  November 1, 2019 to
January 1, 2021, at which time the loans will be fully amortized.

The Partnership  distributed  the following  amounts during the six months ended
June 30, 2002 and 2001 (in thousands, except per unit data):

<TABLE>
<CAPTION>

                              Six Months     Per Limited     Six Months   Per Limited
                                 Ended       Partnership       Ended      Partnership
                             June 30, 2002       Unit      June 30, 2001      Unit
<S>                <C>          <C>             <C>            <C>           <C>
Financing Proceeds (1)          $3,785          $ 72.05        $   --        $   --
Sale Proceeds (2)                2,479            47.18            --            --
Other (3)                           52               --            41            --
Operations                          --               --         1,623         30.59
   Total                        $6,316          $119.23        $1,664        $30.59
</TABLE>

(1)   From  proceeds  from  the new  financing  obtained  on Tar  River  Estates
      Apartments in December 2001.
(2)   From  remaining  proceeds  from the sale of a portion of land at Tar River
      Estates Apartments in October 2001.
(3)   Distribution to the general partner of the majority owned sub-tier limited
      partnership  in  connection  with the  transfer of funds from the majority
      owned sub-tier limited partnership to the Partnership.

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 cash available
for  distribution  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 2002  or  subsequent
periods.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 37,006 limited  partnership  units
(the "Units") in the Partnership representing 70.44% of the outstanding Units at
June 30, 2002. A number of these Units were  acquired  pursuant to tender offers
made by AIMCO or its  affiliates.  It is possible  that AIMCO or its  affiliates
will acquire additional units of limited partnership interest in the Partnership
in  exchange  for  cash or a  combination  of cash and  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 70.44% of the
outstanding  Units,  AIMCO is in a position to control all voting decisions with
respect to the Registrant. Although the Corporate General Partner owes fiduciary
duties to the limited partners of the Partnership, the Corporate General Partner
also owed fiduciary duties to AIMCO as its sole  Stockholder.  As a result,  the
duties of the Corporate General Partner,  as corporate  general partner,  to the
Partnership  and its limited  partners may come into conflict with the duties of
the Corporate General Partner to AIMCO, as its sole stockholder.

Critical Accounting Policies and Estimates

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

Impairment of Long-Lived Assets

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

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's  investment  properties.  These  factors  include  changes  in the
national,  regional and local economic  climate;  local  conditions,  such as an
oversupply  of  multifamily   properties;   competition   from  other  available
multifamily  property  owners and changes in market  rental  rates.  Any adverse
changes in these factors could cause an impairment in the Partnership's assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized monthly as it is earned. The
Partnership will offer rental concessions during  particularly slow months or in
response  to  heavy  competition  from  other  similar  complexes  in the  area.
Concessions are charged to income as incurred.



<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  Corporate  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 was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.  The  Corporate  General  Partner  and  affiliated
defendants  oppose the motion.  On April 29,  2002,  the Court held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the current trial date of
January 13, 2003 (as well as the  pre-trial  and  discovery  cut-off  dates) and
stayed the case in its entirety through November 7, 2002 so that the parties can
have an opportunity to discuss settlement.

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. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the complaint. The parties are currently in the midst of briefing that appeal.

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.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:


     3    Amended and Restated  Certificate and Agreement of Limited Partnership
          (Exhibit A to the Prospectus included in Registrant's  Amendment No. 1
          to Registration  Statement,  filed June 8, 1982 (File No. 2-81308), is
          incorporated herein by reference).

     99   Certification of Chief Executive Officer and Chief Financial Officer

            b)    Reports on Form 8-K:

                  None filed during the quarter ended June 30, 2002.


<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/Thomas C. Novosel
                                         Thomas C. Novosel
                                         Senior Vice President
                                         and Chief Accounting Officer

                                Date: August 14, 2002


<PAGE>


Exhibit 99


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



In connection with the Quarterly  Report on Form 10-QSB of Shelter  Properties V
Limited Partnership (the "Partnership"), for the quarterly period ended June 30,
2002 as filed with the  Securities  and Exchange  Commission  on the date hereof
(the  "Report"),  Patrick  J. Foye,  as the  equivalent  of the Chief  Executive
Officer of the  Partnership,  and Paul J.  McAuliffe,  as the  equivalent of the
Chief Financial Officer of the Partnership,  each hereby certifies,  pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that, to the best of his knowledge:

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

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


                                           /s/Patrick J. Foye
                                    Name:  Patrick J. Foye
                                    Date:  August 14, 2002


                                           /s/Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  August 14, 2002


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