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

                                   Form 10-QSB

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

                    For the quarterly period ended June 30, 2003

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

                For the transition period from _________to _________

                         Commission file number 0-11574

                              SHELTER PROPERTIES V
             (Exact Name of Registrant as Specified in Its Charter)

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

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

                                 (864) 239-1000
                            Issuer's telephone number

<PAGE>

                         PART I - FINANCIAL INFORMATION



ITEM 1.     FINANCIAL STATEMENTS


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

                                  June 30, 2003
<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 765
   Receivables and deposits                                                      699
   Restricted escrows                                                            277
   Other assets                                                                1,578
   Investment properties:
      Land                                                    $ 4,054
      Buildings and related personal property                   83,157
                                                                87,211
      Less accumulated depreciation                            (54,547)       32,664
                                                                            $ 35,983

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 254
   Tenant security deposit liabilities                                           289
   Accrued property taxes                                                        439
   Other liabilities                                                             681
   Mortgage notes payable                                                     46,066

Partners' Deficit
   General partners                                           $   (371)
   Limited partners (52,538 units
      issued and outstanding)                                  (11,375)      (11,746)
                                                                            $ 35,983


            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,
                                           2003       2002        2003        2002
Revenues:
<S>                                      <C>         <C>         <C>         <C>
   Rental income                         $ 3,064     $ 3,320     $ 6,165     $ 6,611
   Other income                              363         333         734         709
   Casualty gains (Note D)                    75          --         444         376
      Total revenues                       3,502       3,653       7,343       7,696

Expenses:
   Operating                               1,345       1,377       2,867       2,795
   General and administrative                106         126         232         262
   Depreciation                              844         820       1,676       1,610
   Interest                                  885         909       1,760       1,824
   Property taxes                            251         238         495         489
      Total expenses                       3,431       3,470       7,030       6,980

      Net income                           $ 71       $ 183       $ 313       $ 716

Net income allocated to general
   partners (1%)                           $ 1         $ 2         $ 3         $ 7
Net income allocated to limited
   partners (99%)                             70         181         310         709

                                           $ 71       $ 183       $ 313       $ 716
Net income per limited partnership
  unit                                    $ 1.33     $ 3.44      $ 5.90      $ 13.49

Distributions per limited
   partnership unit                       $ 6.85     $119.23     $ 6.85      $119.23

            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, 2002                    52,538        $ (374)    $(11,325)  $(11,699)

Distribution to partners                    --            --         (360)      (360)

Net income for the six months
   ended June 30, 2003                      --             3          310        313

Partners' deficit at
   June 30, 2003                        52,538        $ (371)    $(11,375)   $(11,746)

            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,
                                                                2003        2002
Cash flows from operating activities:
<S>                                                          <C>         <C>
  Net income                                                 $   313     $   716
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Casualty gain                                             (444)       (376)
      Depreciation                                             1,676       1,610
      Amortization of discounts and loan costs                    42          42
      Change in accounts:
          Receivables and deposits                               225         319
          Other assets                                          (210)       (178)
          Accounts payable                                        76        (113)
          Tenant security deposit liabilities                     --          17
          Accrued property taxes                                 219         143
          Other liabilities                                      (15)        182
             Net cash provided by operating activities         1,882       2,362
Cash flows from investing activities:
  Property improvements and replacements                      (1,168)     (2,011)
  Net withdrawals from restricted escrows                        124         397
  Insurance proceeds received                                    162         376
             Net cash used in investing activities              (882)     (1,238)
Cash flows from financing activities:
  Payments on mortgage notes payable                            (642)       (572)
  Loan costs paid                                                 --          (4)
  Advance from affiliate                                         219          --
  Payments on advance from affiliate                            (239)         --
  Distributions to partners                                     (360)     (6,316)
             Net cash used in financing activities            (1,022)     (6,892)

Net decrease in cash and cash equivalents                        (22)     (5,768)

Cash and cash equivalents at beginning of period                 787       6,401
Cash and cash equivalents at end of period                   $   765     $   633
Supplemental disclosure of cash flow information:
  Cash paid for interest                                     $ 1,738     $ 1,645
Supplemental disclosure of non-cash activity:
  Property improvements and replacements in accounts
    payable                                                  $   109     $    72

At December 31, 2002 and 2001 approximately $291,000 and $287,000, respectively,
of property improvements and replacements were included in accounts payable.

At June 30, 2003,  receivables and deposits  include  approximately  $452,000 of
insurance proceeds received from a casualty at Tar River Estates Apartments held
on deposit with the mortgage lender.


            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, 2003 are not  necessarily  indicative of the results that
may be expected  for the fiscal  year  ending  December  31,  2003.  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,  2002.  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.

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,
                                                       2003       2002
                                                       (in thousands)

         Net cash provided by operating activities   $ 1,882    $ 2,362
         Payments on mortgage notes payable             (642)      (572)
         Property improvements and replacements       (1,168)    (2,011)
         Change in restricted escrows, net               124        397
         Changes in reserves for net operating
            liabilities                                 (295)      (370)

            Net cash used in operations               $ (99)     $ (194)

The  Corporate  General  Partner  believed it to be in the best  interest of the
Partnership to use cash from  operations of  approximately  $99,000 and $194,000
for the  six  months  ended  June  30,  2003  and  2002,  respectively,  to fund
continuing   capital   improvements  in  order  for  the  properties  to  remain
competitive.

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, 2003 and 2002,  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  $344,000 and $372,000 for the
six months  ended June 30, 2003 and 2002,  respectively,  which are  included in
operating expenses.

In accordance  with the  Partnership  Agreement,  the Corporate  General Partner
loaned  approximately  $219,000  to the  Partnership  to cover  real  estate tax
payments at Woodland  Village  Apartments  during the six months  ended June 30,
2003.  Interest was accrued at the prime rate plus 2% or 6.00% at June 30, 2003.
Interest  expense  was  approximately  $1,000 for the six months  ended June 30,
2003. During the six months ended June 30, 2003, the Partnership repaid advances
of approximately  $239,000 and related  interest of approximately  $1,000 to the
Corporate  General Partner with cash from  operations.  At June 30, 2003,  there
were no  outstanding  loans or  accrued  interest.  There were no loans from the
Corporate  General Partner or associated  interest expense during the six months
ended June 30, 2002.

Affiliates  of  the  Corporate   General  Partner   received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $267,000 and
$390,000 for the six months ended June 30, 2003 and 2002, respectively. Included
in these amounts are fees related to construction  management  services provided
by an affiliate of the Corporate  General Partner of  approximately  $98,000 and
$192,000  for the six months  ended June 30,  2003 and 2002,  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.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  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, 2003 and 2002,
the Partnership was charged by AIMCO and its affiliates  approximately  $192,000
and $232,000,  respectively,  for insurance  coverage and fees  associated  with
policy claims administration.

Note D - Casualty Events

On January 18, 2003,  there was a fire at Tar River Estates  Apartments  causing
damage to eight units. The property  incurred damages of approximately  $504,000
and lost rents of  approximately  $41,000.  During the six months ended June 30,
2003, the Partnership recognized a gain of approximately $369,000 as a result of
the  receipt of  insurance  proceeds  of  approximately  $452,000,  which are on
deposit with the mortgage lender,  offset by the write-off of the  undepreciated
damaged assets of approximately $83,000.

In June 2002,  Foxfire  Apartments  experienced a fire, causing damage to twelve
units. The property  incurred  damages of approximately  $677,000 as a result of
the fire and lost rents of approximately $43,000. During the year ended December
31, 2002,  insurance  proceeds of approximately  $494,000 were received to cover
the damage to the property,  including  approximately  $59,000 which was held on
deposit  with the  mortgage  lender at  December  31,  2002 and  released to the
Partnership  during  the  six  months  ended  June  30,  2003.  The  Partnership
recognized  a casualty  gain of  approximately  $394,000  after  writing off the
undepreciated cost of the damaged units during the year ended December 31, 2002.
During the six months ended June 30, 2003, the Partnership  received  additional
proceeds  of  approximately  $103,000  to cover the  damages  and  approximately
$43,000  to cover the lost  rents,  which are  included  in rental  income.  The
Partnership recognized an additional gain of approximately $75,000 for the three
and six months ended June 30, 2003,  after writing off additional  undepreciated
damaged assets of approximately $28,000.

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.

Note E - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its Corporate  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of interests  in certain  Corporate  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
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 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  opposed
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 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 could have an opportunity
to discuss settlement. On October 30, 2002, the court entered an order extending
the stay in effect through January 10, 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  Heller  action  was  brought  as a  purported
derivative  action,  and  asserted  claims for,  among other  things,  breach of
fiduciary duty, unfair competition,  conversion, unjust enrichment, and judicial
dissolution.  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.  Before
completing briefing on the appeal, the parties stayed further proceedings in the
appeal in light of a settlement.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action described below.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a Court  appointed
appraiser. An affiliate of the Corporate General Partner has also agreed to make
a tender offer to purchase all of the partnership  interests in the Partnerships
within one year of final  approval,  if it is granted,  and to provide  partners
with the  independent  appraisals  at the time of these  tenders.  The  proposed
settlement  also provided for the  limitation  of the allowable  costs which the
Corporate  General  Partner or its affiliates  will charge the  Partnerships  in
connection with this litigation and imposes limits on the class counsel fees and
costs in this litigation.  On April 11, 2003,  notice was distributed to limited
partners providing the details of the proposed settlement.

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.

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

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.

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

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

The Partnership's  investment  properties consist of seven apartment  complexes.
The following  table sets forth the average  occupancy of the properties for the
six months ended June 30, 2003 and 2002:

                                                           June 30,
                  Property                              2003     2002

                  Foxfire Apartments
                     Atlanta, Georgia (1)               74%       92%

                  Old Salem Apartments
                     Charlottesville, Virginia (2)      91%       96%

                  Woodland Village Apartments
                     Columbia, South Carolina           91%       90%

                  Lake Johnson Mews Apartments
                     Raleigh, North Carolina (3)        91%       95%

                  The Lexington Green Apartments
                     Sarasota, Florida                  94%       95%

                  Millhopper Village Apartments
                     Gainesville, Florida               95%       96%

                  Tar River Estates Apartments
                     Greenville, North Carolina (4)     92%       85%


 (1)  The  Corporate  General  Partner  attributes  the decrease in occupancy at
      Foxfire Apartments to an increase in home purchases in the Atlanta area as
      a result of lower home mortgage  interest  rates and to the casualty which
      occurred in June 2002 (as discussed in "Results of Operations").

 (2)  The Corporate General Partner  attributes the decrease in occupancy at Old
      Salem  Apartments  to  unfavorable   economic   conditions  and  increased
      competition in the Charlottesville area.

 (3)  The Corporate General Partner attributes the decrease in occupancy at Lake
      Johnson Mews  Apartments to the slowdown in the economy and an increase in
      home  purchases  in the  Raleigh  area as a result of lower home  mortgage
      interest rates.

 (4)  The Corporate General Partner  attributes the increase in occupancy at Tar
      River  Estates  Apartments  to  completion  of property  amenities  and an
      increase in curb appeal.

Results of Operations

The  Partnership's  net income for the three and six months  ended June 30, 2003
was approximately $71,000 and $313,000,  respectively, as compared to net income
of  approximately  $183,000 and $716,000 for the three and six months ended June
30,  2002,  respectively.  The decrease in net income for the three months ended
June 30,  2003 is due to a decrease  in total  revenues,  partially  offset by a
decrease in total expenses.  The decrease in net income for the six months ended
June 30,  2003 is due to a decrease in total  revenues  and an increase in total
expenses. The decrease in total revenues for both the three and six months ended
June 30,  2003 is due to a  decrease  in  rental  income,  partially  offset  by
increases in other income and the recognition of casualty gains. The decrease in
rental  income is  primarily  due to the  decrease in  occupancy  at five of the
Partnership's investment properties, the decrease in average rental rate at four
of the properties,  and an increase in bad debt expense at four properties.  The
decrease in rental income was partially  offset by the increases in occupancy at
Woodland Village Apartments and Tar River Estates  Apartments,  increases in the
average rental rates at Old Salem  Apartments,  The Lexington Green  Apartments,
and Tar River Estates Apartments,  and insurance proceeds received to cover lost
rents as a result of the casualty at Foxfire  Apartments  (as discussed  below).
The casualty  gains  recognized  in 2003 are the result of casualties at Foxfire
Apartments and Tar River Estates  Apartments (as discussed below).  The casualty
gain  recognized  in  2002  is a  result  of a  casualty  at Tar  River  Estates
Apartments (as discussed below). Other income increased primarily as a result of
an increase in utility reimbursements at Old Salem Apartments,  partially offset
by a decrease in student housing fees at Tar River Estates Apartments.

The  decrease in total  expenses for the three months ended June 30, 2003 is due
to decreases in operating,  general and  administrative,  and interest expenses,
partially offset by increases in both depreciation and property tax expense. The
increase  in total  expenses  for the six months  ended June 30,  2003 is due to
increases in  operating,  depreciation,  and property  tax  expenses,  partially
offset by decreases in both  interest  and general and  administrative  expense.
Depreciation  expense  increased  as  a  result  of  property  improvements  and
replacements  placed into service  during the past twelve  months.  Property tax
expense  increased as a result of an increase in the assessed value and tax rate
at the Lexington Green  Apartments.  Interest  expense  decreased as a result of
scheduled principal payments made on the mortgages encumbering the Partnership's
investment  properties,  which  reduced the carrying  balance of the loans.  The
decrease  in  operating  expenses  for the three  months  ended June 30, 2003 is
primarily due to a decrease in maintenance  expense at most of the properties as
a result of an increase in the  capitalization  of certain  direct and  indirect
costs,  primarily payroll related costs. The increase in operating  expenses for
the six months  ended June 30, 2003 is  primarily  due to an increase in utility
expenses,  primarily at Old Salem  Apartments,  partially offset by decreases in
property management fees and payroll related expenses at most of the properties.

General and administrative  expenses decreased for both the three and six months
ended  June 30,  2003 due to a  decrease  in  management  reimbursements  to the
Corporate General Partner allowed under the Partnership Agreement.  In addition,
costs associated with the quarterly and annual communications with investors and
regulatory  agencies  and  the  annual  audit  and  appraisals  required  by the
Partnership  Agreement are also included in general and administrative  expenses
for the three and six months ended June 30, 2003 and 2002.

On January 18, 2003,  there was a fire at Tar River Estates  Apartments  causing
damage to eight units. The property  incurred damages of approximately  $504,000
and lost rents of  approximately  $41,000.  During the six months ended June 30,
2003, the Partnership recognized a gain of approximately $369,000 as a result of
the  receipt of  insurance  proceeds  of  approximately  $452,000,  which are on
deposit with the mortgage lender,  offset by the write-off of the  undepreciated
damaged assets of approximately $83,000.

In June 2002,  Foxfire  Apartments  experienced a fire, causing damage to twelve
units. The property  incurred  damages of approximately  $677,000 as a result of
the fire and lost rents of approximately $43,000. During the year ended December
31, 2002,  insurance  proceeds of approximately  $494,000 were received to cover
the damage to the property,  including  approximately  $59,000 which was held on
deposit  with the  mortgage  lender at  December  31,  2002 and  released to the
Partnership  during  the  six  months  ended  June  30,  2003.  The  Partnership
recognized  a casualty  gain of  approximately  $394,000  after  writing off the
undepreciated cost of the damaged units during the year ended December 31, 2002.
During the six months ended June 30, 2003, the Partnership  received  additional
proceeds  of  approximately  $103,000  to cover the  damages  and  approximately
$43,000  to cover the lost  rents,  which are  included  in rental  income.  The
Partnership recognized an additional gain of approximately $75,000 for the three
and six months ended June 30, 2003,  after writing off additional  undepreciated
damaged assets of approximately $28,000.

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 ongoing business plan of the Partnership,  the Corporate  General
Partner  monitors  the  rental  market  environment  of each  of its  investment
properties  to assess  the  feasibility  of  increasing  rents,  maintaining  or
increasing  occupancy  levels and protecting the  Partnership  from increases in
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, 2003, the Partnership had cash and cash equivalents of approximately
$765,000,  compared to approximately  $633,000 at June 30, 2002. The decrease in
cash and cash equivalents of approximately $22,000 for the six months ended June
30, 2003,  from  December 31, 2002, is due to  approximately  $1,022,000 of cash
used  in  financing  activities  and  approximately  $882,000  of  cash  used in
investing  activities,  partially  offset by  approximately  $1,882,000  of cash
provided by operating activities. Cash used in financing activities consisted of
distributions  to partners,  payments of principal on the mortgages  encumbering
the  Partnership's  properties and payments on advances from an affiliate of the
Corporate  General Partner,  partially offset by an advance from an affiliate of
the Corporate General Partner.  Cash used in investing  activities  consisted of
property  improvements and  replacements,  partially offset by net receipts from
escrow accounts  maintained by the mortgage lenders and the receipt of insurance
proceeds.  The  Partnership  invests  its working  capital  reserves in interest
bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the investment  properties to adequately  maintain the
physical  assets and other operating needs of the Partnership and to comply with
Federal,  state,  and local legal and  regulatory  requirements.  The  Corporate
General  Partner  monitors  developments  in the  area of legal  and  regulatory
compliance and is studying new federal laws, including the Sarbanes-Oxley Act of
2002. The Sarbanes-Oxley Act of 2002 mandates or suggests additional  compliance
measures with regard to governance,  disclosure, audit and other areas. In light
of these changes,  the  Partnership  expects that it will incur higher  expenses
related  to  compliance,  including  increased  legal  and audit  fees.  Capital
improvements  planned  for each of the  Partnership's  properties  are  detailed
below.

Millhopper  Village  Apartments:  During the six months ended June 30, 2003, the
Partnership   completed   approximately   $26,000  of  capital  improvements  at
Millhopper   Village   Apartments,   consisting   primarily  of  floor  covering
replacement.  These  improvements  were funded from operations.  The Partnership
evaluates  the capital  improvement  needs of the  property  during the year and
currently  expects to complete  an  additional  $24,000 in capital  improvements
during the remainder of 2003. The additional  capital  improvements will consist
primarily of exterior  improvements and floor covering  replacement.  Additional
capital improvements may be considered and will depend on the physical condition
of the property as well as the anticipated cash flow generated by the property.

Foxfire  Apartments:  During the six months ended June 30, 2003, the Partnership
completed  approximately $585,000 of capital improvements at Foxfire Apartments,
consisting  primarily  of  plumbing  upgrades,  structural  improvements,  floor
covering  and  appliance  replacements,  and  construction  related  to the fire
discussed  in  "Results  of  Operations".  These  improvements  were funded from
operations  and  insurance  proceeds.  The  Partnership  evaluates  the  capital
improvement  needs of the  property  during  the year and  currently  expects to
complete an additional $220,000 in capital  improvements during the remainder of
2003. The additional capital improvements will consist primarily of construction
related  to the 2002 fire,  HVAC  upgrades,  and floor  covering  and  appliance
replacements.  Additional capital improvements may be considered and will depend
on the physical  condition of the property as well as the anticipated  cash flow
generated by the property.

Lake Johnson  Mews  Apartments:  During the six months ended June 30, 2003,  the
Partnership  completed  approximately  $107,000 of capital  improvements at Lake
Johnson Mews Village Apartments, consisting primarily of swimming pool upgrades,
parking area upgrades,  and floor covering replacement.  These improvements were
funded from operations.  The Partnership evaluates the capital improvement needs
of the property during the year and currently  expects to complete an additional
$19,000 in capital  improvements  during the remainder of 2003.  The  additional
capital  improvements  will  consist  primarily of floor  covering  replacement.
Additional  capital  improvements  may be  considered  and  will  depend  on the
physical  condition  of the  property  as  well  as the  anticipated  cash  flow
generated by the property.

Woodland  Village  Apartments:  During the six months ended June 30,  2003,  the
Partnership completed  approximately $53,000 of capital improvements at Woodland
Village Apartments,  consisting primarily of floor covering  replacement.  These
improvements were funded from operations.  The Partnership evaluates the capital
improvement  needs of the  property  during  the year and  currently  expects to
complete an additional $49,000 in capital  improvements  during the remainder of
2003.  The  additional  capital  improvements  will  consist  primarily of floor
covering and appliance  replacements.  Additional  capital  improvements  may be
considered and will depend on the physical  condition of the property as well as
the anticipated cash flow generated by the property.

The Lexington Green  Apartments:  During the six months ended June 30, 2003, the
Partnership  completed  approximately  $61,000  of capital  improvements  at The
Lexington Green Apartments,  consisting primarily of plumbing upgrades and floor
covering  replacement.  These  improvements  were  funded from  operations.  The
Partnership  evaluates the capital  improvement needs of the property during the
year and  currently  expects  to  complete  an  additional  $37,000  in  capital
improvements  during the remainder of 2003. The additional capital  improvements
will  consist  primarily  of  floor  covering  replacement.  Additional  capital
improvements may be considered and will depend on the physical  condition of the
property as well as the  anticipated  cash flow  generated  by the  property and
replacement reserves.

Tar River  Estates  Apartments:  During the six months ended June 30, 2003,  the
Partnership completed approximately $46,000 of capital improvements at Tar River
Estates Apartments,  consisting primarily of plumbing upgrades, cabinet upgrades
and floor covering  replacement.  These improvements were funded from operations
and  replacement  reserves.  The Partnership  evaluates the capital  improvement
needs of the  property  during the year and  currently  expects to  complete  an
additional  $88,000 in capital  improvements  during the remainder of 2003.  The
additional  capital   improvements  will  consist  primarily  of  communications
enhancements and floor covering replacement. Additional capital improvements may
be considered and will depend on the physical  condition of the property as well
as the anticipated cash flow generated by the property.

Old Salem Apartments: During the six months ended June 30, 2003, the Partnership
completed   approximately   $108,000  of  capital   improvements  at  Old  Salem
Apartments,  consisting primarily of structural improvements,  cabinet upgrades,
and floor covering replacement.  These improvements were funded from operations.
The Partnership  evaluates the capital  improvement needs of the property during
the year and  currently  expects to  complete an  additional  $33,000 in capital
improvements  during the remainder of 2003. The additional capital  improvements
will consist  primarily of exterior  building  improvements  and floor  covering
replacement.  Additional capital  improvements may be considered and will depend
on the physical  condition of the property as well as the 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  assets are thought to be sufficient  for any near-term  needs
(exclusive of capital improvements) of the Registrant. The mortgage indebtedness
of  approximately  $46,066,000 is amortized  over varying  periods with maturity
dates  ranging from November 1, 2019 to January 1, 2022, at which time the loans
are scheduled to be fully amortized.

The Partnership  distributed  the following  amounts during the six months ended
June 30, 2003 and 2002 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                              Six Months     Per Limited     Six Months   Per Limited
                                 Ended       Partnership       Ended      Partnership
                             June 30, 2003       Unit      June 30, 2002      Unit
<S>                <C>          <C>             <C>            <C>           <C>
Financing Proceeds (1)          $  360          $  6.85        $3,785        $ 72.05
Sale Proceeds (2)                   --               --         2,479          47.18
Other (3)                           --               --            52             --
   Total                        $  360          $  6.85        $6,316        $119.23

(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.
</TABLE>

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the  availability of cash reserves,  property  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 expenditures,
to permit any  additional  distributions  to its partners in 2003 or  subsequent
periods.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 37,480 limited  partnership  units
(the "Units") in the Partnership representing 71.34% of the outstanding Units at
June 30, 2003. A number of these Units were  acquired  pursuant to tender offers
made by AIMCO or its  affiliates.  It is possible  that AIMCO or its  affiliates
will acquire  additional Units in exchange for cash or a combination of cash and
units in the operating  partnership of AIMCO either through private purchases or
tender offers.  Pursuant to the  Partnership  Agreement,  unitholders  holding a
majority of the Units are  entitled to take action with  respect to a variety of
matters that include,  but are not limited to,  voting on certain  amendments to
the Partnership Agreement and voting to remove the Corporate General Partner. As
a result of its  ownership  of 71.34% of the  outstanding  Units,  AIMCO and its
affiliates are in a position to control all voting decisions with respect to the
Partnership. Although the Corporate General Partner owes fiduciary duties to the
limited  partners of the  Partnership,  the Corporate  General Partner also owes
fiduciary duties to AIMCO as its sole  stockholder.  As a result,  the duties of
the Corporate General Partner,  as corporate general partner, to the Partnership
and its limited partners may come into conflict with the duties of the Corporate
General Partner to AIMCO, as its sole stockholder.

Critical Accounting Policies and Estimates

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

Impairment of Long-Lived Assets

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 and
the Partnership  fully reserves all balances  outstanding  over thirty days. The
Partnership will offer rental concessions during  particularly slow months or in
response to heavy  competition  from other  similar  complexes in the area.  Any
concessions  given at the inception of the lease are amortized  over the life of
the lease.

ITEM 3.     CONTROLS AND PROCEDURES

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

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

                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its Corporate  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of interests  in certain  Corporate  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
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 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  opposed
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 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 could have an opportunity
to discuss settlement. On October 30, 2002, the court entered an order extending
the stay in effect through January 10, 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  Heller  action  was  brought  as a  purported
derivative  action,  and  asserted  claims for,  among other  things,  breach of
fiduciary duty, unfair competition,  conversion, unjust enrichment, and judicial
dissolution.  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.  Before
completing briefing on the appeal, the parties stayed further proceedings in the
appeal in light of a settlement.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action described below.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a Court  appointed
appraiser. An affiliate of the Corporate General Partner has also agreed to make
a tender offer to purchase all of the partnership  interests in the Partnerships
within one year of final  approval,  if it is granted,  and to provide  partners
with the  independent  appraisals  at the time of these  tenders.  The  proposed
settlement  also provided for the  limitation  of the allowable  costs which the
Corporate  General  Partner or its affiliates  will charge the  Partnerships  in
connection with this litigation and imposes limits on the class counsel fees and
costs in this litigation.  On April 11, 2003,  notice was distributed to limited
partners providing the details of the proposed settlement.

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.

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

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).

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

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

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

          b) Reports on Form 8-K:

               None filed during the quarter ended June 30, 2003.



<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 13, 2003


<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, Patrick J. Foye, certify that:


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

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

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

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

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

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

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

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

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

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

Date:  August 13, 2003

                                    /s/Patrick J. Foye
                                    Patrick J. Foye
                                    Executive Vice President of Shelter Realty V
                                    Corporation,   equivalent   of   the   chief
                                    executive officer of the Partnership


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


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

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

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

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

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

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

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

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

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

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

Date:  August 13, 2003

                                    /s/Paul J. McAuliffe
                                    Paul J. McAuliffe
                                    Executive Vice President and Chief Financial
                                    Officer  of  Shelter  Realty V  Corporation,
                                    equivalent of the chief financial officer of
                                    the Partnership


<PAGE>


Exhibit 32.1


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



In connection with the Quarterly  Report on Form 10-QSB of Shelter  Properties V
(the "Partnership"),  for the quarterly period ended June 30, 2003 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 13, 2003


                                           /s/Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  August 13, 2003

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