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

                                   Form 10-QSB

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

              For the quarterly period ended September 30, 2004

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

             For the transition period from _________to _________

                         Commission file number 0-11574

                              SHELTER PROPERTIES V
      (Exact Name of Small Business Issuer as Specified in Its Charter)

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

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

                                 (864) 239-1000
                            Issuer's telephone number



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



                         PART I - FINANCIAL INFORMATION



ITEM 1.     FINANCIAL STATEMENTS



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

                               September 30, 2004

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 271
   Receivables and deposits                                                      371
   Restricted escrows                                                            278
   Other assets                                                                1,662
   Investment properties:
      Land                                                    $ 4,054
      Buildings and related personal property                   86,587
                                                                90,641
      Less accumulated depreciation                            (58,655)       31,986
                                                                            $ 34,568

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                         $ 1,271
   Tenant security deposit liabilities                                           272
   Accrued property taxes                                                        535
   Other liabilities                                                             643
   Mortgage notes payable                                                     44,408

Partners' Deficit
   General partners                                           $   (378)
   Limited partners (52,538 units
      issued and outstanding)                                  (12,183)      (12,561)
                                                                            $ 34,568

         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      Nine Months Ended
                                            September 30,           September 30,
                                           2004       2003        2004        2003
Revenues:
<S>                                      <C>         <C>         <C>         <C>
   Rental income                         $ 3,075     $ 3,201     $ 9,136     $ 9,366
   Other income                              343         302       1,092       1,036
   Casualty gains (Note D)                    20          54          58         498
      Total revenues                       3,438       3,557      10,286      10,900

Expenses:
   Operating                               1,707       1,536       4,758       4,403
   General and administrative                111         114         303         346
   Depreciation                              812         823       2,525       2,499
   Interest                                  850         860       2,581       2,620
   Property taxes                            263         225         781         720
      Total expenses                       3,743       3,558      10,948      10,588

      Net (loss) income                   $ (305)     $ (1)      $ (662)      $ 312

Net (loss) income allocated to
   general partners (1%)                   $ (3)      $ --        $ (7)        $ 3
Net (loss) income allocated to
   limited partners (99%)                   (302)         (1)       (655)        309

                                          $ (305)     $ (1)      $ (662)      $ 312
Net (loss) income per limited
  partnership unit                       $ (5.75)    $ (0.02)    $(12.47)    $ 5.88

Distributions per limited
   partnership unit                        $ --      $ 2.76       $ --       $ 9.61

         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, 2003                    52,538        $ (371)    $(11,528)   $(11,899)

Net loss for the nine months
   ended September 30, 2004                 --            (7)        (655)       (662)

Partners' deficit at
   September 30, 2004                   52,538        $ (378)    $(12,183)   $(12,561)


         See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>




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

<TABLE>
<CAPTION>


                                                               Nine Months Ended
                                                                 September 30,
                                                                 2004      2003
Cash flows from operating activities:
<S>                                                          <C>         <C>
  Net (loss) income                                          $  (662)    $   312
  Adjustments to reconcile net (loss) income to net cash
    provided by operating activities:
      Casualty gains                                             (58)       (498)
      Depreciation                                             2,525       2,499
      Amortization of loan costs                                  59          63
      Bad debt expense                                           217         163
      Change in accounts:
          Receivables and deposits                              (246)         39
          Other assets                                          (292)       (187)
          Accounts payable                                         1          81
          Tenant security deposit liabilities                    (27)         15
          Accrued property taxes                                 298         289
          Other liabilities                                       (7)        (42)
             Net cash provided by operating activities         1,808       2,734
Cash flows from investing activities:
  Property improvements and replacements                      (1,084)     (1,899)
  Net (deposits to) withdrawals from restricted escrows           (1)        124
  Insurance proceeds received                                     71         460
             Net cash used in investing activities            (1,014)     (1,315)
Cash flows from financing activities:
  Payments on mortgage notes payable                            (981)       (949)
  Advances from affiliate                                        150         219
  Payments on advances from affiliate                           (150)       (239)
  Distributions to partners                                       --        (505)
             Net cash used in financing activities              (981)     (1,474)

Net decrease in cash and cash equivalents                       (187)        (55)

Cash and cash equivalents at beginning of period                 458         787

Cash and cash equivalents at end of period                   $   271     $   732

Supplemental disclosure of cash flow information:
  Cash paid for interest                                     $ 2,424     $ 2,622
Supplemental disclosure of non-cash activity:
  Property improvements and replacements included in
    accounts payable                                         $ 1,125     $    --

At December  31,  2002,  approximately  $291,000 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 nine month
periods ended September 30, 2004 are not  necessarily  indicative of the results
that may be expected for the fiscal year ending  December 31, 2004.  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,  2003.  The  Corporate  General  Partner is a
subsidiary of Apartment Investment and Management Company ("AIMCO"),  a publicly
traded  real  estate   investment  trust.  The  other  general  partner  of  the
Partnership, AIMCO Properties, L.P., is also an affiliate of AIMCO.

Certain  reclassifications have been made to the 2003 balances to conform to the
2004 presentation.

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

                                                      Nine Months Ended
                                                        September 30,
                                                       (in thousands)
                                                       2004       2003
         Net cash provided by operating activities   $ 1,808    $ 2,734
         Payments on mortgage notes payable             (981)      (949)
         Property improvements and replacements       (1,084)    (1,899)
         Change in restricted escrows, net                (1)       124
         Changes in reserves for net operating
            liabilities                                  273       (195)
         Additional reserves                             (15)        --

            Net cash from operations                   $ --      $ (185)

For the nine months ended  September  30, 2004,  the Corporate  General  Partner
reserved  approximately  $15,000 to fund capital improvements and repairs at the
Partnership's properties.  Distributions made from reserves no longer considered
necessary by the Corporate  General  Partner are considered to be additional net
cash from operations for allocation purposes.


<PAGE>

Note C - Transactions with Affiliated Parties

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

Affiliates of the Corporate  General Partner are entitled to receive 5% of gross
receipts from all of the Partnership's investment properties as compensation for
providing property management services.  The Partnership paid to such affiliates
approximately $514,000 and $511,000 for the nine months ended September 30, 2004
and 2003, respectively, which are included in operating expenses.

In accordance  with the  Partnership  Agreement,  the Corporate  General Partner
loaned  approximately  $150,000  and $219,000 to the  Partnership  to cover real
estate tax payments at Woodland Village  Apartments during the nine months ended
September  30, 2004 and 2003,  respectively.  Interest  was accrued at the prime
rate plus 2%.  Interest  expense was  approximately  $1,000 for each of the nine
months ended September 30, 2004 and 2003. During the nine months ended September
30, 2004 and 2003, the Partnership repaid advances of approximately $150,000 and
$239,000, respectively, and related interest of approximately $1,000 for each of
the nine  months  ended  September  30, 2004 and 2003 to the  Corporate  General
Partner  with cash  from  operations.  At  September  30,  2004,  there  were no
outstanding  loans or accrued  interest due to the  Corporate  General  Partner.
Subsequent  to  September  30,  2004,  the  Corporate   General  Partner  loaned
approximately  $798,000 to the Partnership to fund the redevelopment  project at
Lake Johnson Mews Apartments and has committed to fund additional  redevelopment
costs of approximately $3,113,000.

Affiliates  of  the  Corporate   General  Partner   received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $264,000 and
$360,000 for the nine months ended  September  30, 2004 and 2003,  respectively,
which are  included  in  general  and  administrative  expenses  and  investment
properties.   Included  in  these  amounts  are  fees  related  to  construction
management services provided by an affiliate of the Corporate General Partner of
approximately  $43,000 and $106,000 for the nine months ended September 30, 2004
and 2003, respectively.  The construction management service fees are calculated
based on a percentage of current additions to 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 nine months ended September 30, 2004 and
2003,  the  Partnership  was charged by AIMCO and its  affiliates  approximately
$199,000 and $192,000,  respectively, for insurance coverage and fees associated
with policy claims administration.

Note D - Casualty Events

On September 4, 2004,  Millhopper  Village  Apartments  experienced  damage from
Hurricane Frances.  As of September 30, 2004, the Partnership  estimates damages
to be  approximately  $85,000.  The Corporate  General Partner  anticipates that
insurance  proceeds to be received will be sufficient to cover estimated repairs
and no loss will result from this event.

On September 4, 2004, The Lexington  Green  Apartments  experienced  damage from
Hurricane Frances.  As of September 30, 2004, the Partnership  estimates damages
to be approximately $45,000. The Corporate General Partner anticipates a loss of
approximately $10,000 to result from this event.

On May 19, 2004,  Old Salem  Apartments  suffered  fire damage to one unit.  The
property  incurred damages of approximately  $41,000.  During the three and nine
months ended September 30, 2004, the  Partnership  recognized a casualty gain of
approximately  $20,000  as a result of the  receipt  of  insurance  proceeds  of
approximately  $26,000  offset by the  write-off  of the  undepreciated  damaged
assets of approximately $6,000.

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

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 nine months ended September
30,  2003,  the  Partnership  recognized a gain of  approximately  $369,000 as a
result  of  the  receipt  of  insurance  proceeds  of  approximately   $452,000,
approximately $208,000 of which were held on deposit with the mortgage lender at
September 30, 2003, 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 $61,000. 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 nine months ended  September 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 nine months  ended  September  30,  2003,  the  Partnership  received
additional  proceeds  of  approximately   $157,000  to  cover  the  damages  and
approximately  $61,000 to cover the lost  rents,  which are  included  in rental
income. The Partnership  recognized an additional gain of approximately $129,000
for the nine months ended  September  30,  2003,  after  writing off  additional
undepreciated damaged assets of approximately $28,000.

Note E - Contingencies

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

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

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
at least one round of tender offers 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.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering  judgment  thereto.  On November 24,
2003,  the Objector  filed an  application  requesting  the court order AIMCO to
withdraw settlement tender offers it had commenced,  refrain from making further
offers  pending  the appeal and auction  any units  tendered  to third  parties,
contending  that the offers did not  conform  with the terms of the  settlement.
Counsel  for the  Objector  (on behalf of another  investor)  had  alternatively
requested the court take certain action  purportedly to enforce the terms of the
settlement agreement. On December 18, 2003, the court heard oral argument on the
motions  and denied them both in their  entirety.  The  Objector  filed a second
appeal challenging the court's use of a referee and its order requiring Objector
to pay those fees.

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April 23,  2004,  the  Corporate  General  Partner  and its  affiliates  filed a
response  brief in support  of the  settlement  and the  judgment  thereto.  The
plaintiffs  have also  filed a brief in support  of the  settlement.  On June 4,
2004,  Objector filed a reply to the briefs  submitted by the Corporate  General
Partner and  Plaintiffs.  In addition  both the  Objector and  plaintiffs  filed
briefs in  connection  with the second  appeal.  The Court of Appeals heard oral
argument  on both  appeals on  September  22,  2004 and took the  matters  under
submission.

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.

On August 8, 2003 AIMCO Properties  L.P., an affiliate of the Corporate  General
Partner,  was served  with a  complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act ("FLSA") by failing to pay maintenance workers overtime
for all  hours  worked  in  excess  of forty  per  week.  On  March 5,  2004 the
plaintiffs filed an amended complaint also naming NHP Management Company,  which
is also an affiliate of the Corporate  General Partner.  The complaint is styled
as a Collective  Action under the FLSA and seeks to certify state  subclasses in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The defendants have filed an answer to the amended complaint denying
the  substantive  allegations.  Some  discovery  has taken place and  settlement
negotiations  continue.  Although the outcome of any  litigation  is  uncertain,
AIMCO  Properties,  L.P. does not believe that the ultimate  outcome will have a
material  adverse  effect on its financial  condition or results of  operations.
Similarly,  the  Corporate  General  Partner  does not believe that the ultimate
outcome will have a material  adverse effect on the  Partnership's  consolidated
financial condition or results of operations.

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

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


<PAGE>




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

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

The Partnership's  investment  properties consist of seven apartment  complexes.
The following  table sets forth the average  occupancy of the properties for the
nine months ended September 30, 2004 and 2003:

                                                        September 30,
                  Property                              2004     2003

                  Foxfire Apartments
                     Atlanta, Georgia (1)               91%       78%

                  Old Salem Apartments
                     Charlottesville, Virginia          92%       91%

                  Woodland Village Apartments
                     Columbia, South Carolina (2)       87%       91%

                  Lake Johnson Mews Apartments
                     Raleigh, North Carolina (3)        88%       92%

                  The Lexington Green Apartments
                     Sarasota, Florida (4)              90%       94%

                  Millhopper Village Apartments
                     Gainesville, Florida (5)           92%       95%

                  Tar River Estates Apartments
                     Greenville, North Carolina         90%       89%


 (1)  The  Corporate  General  Partner  attributes  the increase in occupancy at
      Foxfire Apartments to increased marketing and competitive pricing efforts.

 (2)  The  Corporate  General  Partner  attributes  the decrease in occupancy at
      Woodland Village Apartments to increased competition in the Columbia area.

 (3)  The Corporate General Partner attributes the decrease in occupancy at Lake
      Johnson Mews Apartments to increased competition in the Raleigh area.

 (4)  The Corporate General Partner  attributes the decrease in occupancy at The
      Lexington  Green  Apartments  to  unfavorable  economic  conditions in the
      Sarasota area.

 (5)  The  Corporate  General  Partner  attributes  the decrease in occupancy at
      Millhopper  Village Apartments to increased home purchases and competition
      in the Gainesville area.

The  Partnership's  financial  results depend upon a number of factors including
the  ability to attract  and  maintain  tenants  at the  investment  properties,
interest  rates on mortgage  loans,  costs  incurred  to operate the  investment
properties,  general  economic  conditions  and weather.  As part of the ongoing
business plan of the  Partnership,  the Corporate  General Partner  monitors the
rental market environment of its investment properties to assess the feasibility
of increasing rents,  maintaining or increasing  occupancy levels and protecting
the Partnership from increases in expenses.  As part of this plan, the Corporate
General  Partner  attempts  to  protect  the  Partnership  from  the  burden  of
inflation-related  increases in expenses by increasing  rents and  maintaining a
high overall  occupancy level.  However,  the Corporate  General Partner may use
rental  concessions  and  rental  rate  reductions  to offset  softening  market
conditions;  accordingly,  there  is no  guarantee  that the  Corporate  General
Partner will be able to sustain such a plan.  Further,  a number of factors that
are outside the control of the  Partnership  such as the local economic  climate
and weather can  adversely  or  positively  affect the  Partnership's  financial
results.

Results of Operations

The  Partnership's  net loss for the three and nine months ended  September  30,
2004 was approximately $305,000 and $662,000, respectively, as compared to a net
loss of  approximately  $1,000 for the three months ended September 30, 2003 and
net income of  approximately  $312,000 for the nine months ended  September  30,
2003.  The  increase  in net  loss  for both the  three  and nine  months  ended
September  30,  2004 is due to a decrease in total  revenues  and an increase in
total  expenses.  The  decrease  in total  revenues  for both the three and nine
months ended  September  30, 2004 is due to  decreases in rental  income and the
recognition of casualty gains,  partially offset by an increase in other income.
The decrease in rental  income for both periods is due to decreases in occupancy
at four of the Partnership's  investment  properties and the average rental rate
at six of the Partnership's investment properties, partially offset by increases
in occupancy at Foxfire Apartments,  Old Salem Apartments, and Tar River Estates
Apartments  and the average  rental rate at Tar River  Estates  Apartments.  The
increase in other income for both periods is primarily due to increases in lease
cancellation fees at five of the Partnership's investment properties and utility
reimbursements at The Lexington Green Apartments.

On September 4, 2004,  Millhopper  Village  Apartments  experienced  damage from
Hurricane Frances.  As of September 30, 2004, the Partnership  estimates damages
to be  approximately  $85,000.  The Corporate  General Partner  anticipates that
insurance  proceeds to be received will be sufficient to cover estimated repairs
and no loss will result from this event.

On September 4, 2004, The Lexington  Green  Apartments  experienced  damage from
Hurricane Frances.  As of September 30, 2004, the Partnership  estimates damages
to be approximately $45,000. The Corporate General Partner anticipates a loss of
approximately $10,000 to result from this event.

On May 19, 2004,  Old Salem  Apartments  suffered  fire damage to one unit.  The
property  incurred damages of approximately  $41,000.  During the three and nine
months ended September 30, 2004, the  Partnership  recognized a casualty gain of
approximately  $20,000  as a result of the  receipt  of  insurance  proceeds  of
approximately  $26,000  offset by the  write-off  of the  undepreciated  damaged
assets of approximately $6,000.

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

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 nine months ended September
30,  2003,  the  Partnership  recognized a gain of  approximately  $369,000 as a
result  of  the  receipt  of  insurance  proceeds  of  approximately   $452,000,
approximately $208,000 of which were held on deposit with the mortgage lender at
September 30, 2003, 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 $61,000. 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 nine months ended  September 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 nine months  ended  September  30,  2003,  the  Partnership  received
additional  proceeds  of  approximately   $157,000  to  cover  the  damages  and
approximately  $61,000 to cover the lost  rents,  which are  included  in rental
income. The Partnership  recognized an additional gain of approximately $129,000
for the nine months ended  September  30,  2003,  after  writing off  additional
undepreciated damaged assets of approximately $28,000.

The increase in total expenses for the three months ended  September 30, 2004 is
due to increases in both operating and property tax expense, partially offset by
decreases in both depreciation and interest expense.  General and administrative
expenses remained  relatively  constant for the three months ended September 30,
2004.  The increase in total  expenses for the nine months ended  September  30,
2004 is due to increases in operating,  depreciation, and property tax expenses,
partially  offset by decreases in both  interest and general and  administrative
expenses.  The  increase  in  operating  expenses  for  both  periods  is due to
increases in payroll  related  expenses at Lake Johnson Mews  Apartments and The
Lexington Green Apartments, utility expenses at Lake Johnson Mews Apartments and
Foxfire  Apartments,  training expenses at four of the Partnership's  investment
properties,  and  maintenance  expense at Foxfire  Apartments.  The  increase in
property  tax expense for both  periods is  primarily  due to  increases  in the
assessed  value of four  properties  and in the tax rate  for  Woodland  Village
Apartments. Interest expense decreased for both periods primarily 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.
Depreciation expense increased for the nine months ended September 30, 2004 as a
result of property  improvements  and  replacements  placed into  service at the
properties  during  the  past  twelve  months,   partially  offset  by  property
improvements and replacements  placed into service in prior years becoming fully
depreciated  during  the third  quarter of 2004.  The  decrease  in general  and
administrative  expenses  for  the  nine  months  ended  September  30,  2004 is
primarily due to decreases in management reimbursements to the Corporate General
Partner as allowed under the  Partnership  Agreement and  professional  expenses
associated  with the  administration  of the  Partnership.  In  addition,  costs
associated  with the  quarterly  and annual  communications  with  investors and
regulatory  agencies and the annual audit required by the Partnership  Agreement
are also included in general and administrative  expenses for the three and nine
months ended September 30, 2004 and 2003.

During the three and nine months ended September 30, 2004, the Corporate General
Partner began a major redevelopment project at Lake Johnson Mews Apartments. The
property  has had  difficulty  staying  competitive  and  needs  to be  updated.
Therefore,  in an effort to increase  occupancy  and remain  competitive  in the
local  market,  a  significant  redevelopment  project  has been  started and is
expected  to be  completed  in  November  2005 at a total cost of  approximately
$3,911,000.  The project is being funded from  advances from an affiliate of the
Corporate General Partner.  The Corporate  General Partner  anticipates that all
units will remain available to lease during the redevelopment period.

Liquidity and Capital Resources

At  September  30,  2004,  the  Partnership  had cash and  cash  equivalents  of
approximately  $271,000,  compared to  approximately  $732,000 at September  30,
2003. The decrease in cash and cash equivalents of approximately  $187,000, from
the  Partnership's  year  ended  December  31,  2003,  is due  to  approximately
$1,014,000 of cash used in investing  activities and  approximately  $981,000 of
cash used in financing activities,  partially offset by approximately $1,808,000
of cash  provided by operating  activities.  Cash used in  investing  activities
consisted of property  improvements  and replacements and net deposits to escrow
accounts  maintained  by the  mortgage  lenders,  partially  offset by insurance
proceeds received related to the casualties at Old Salem  Apartments.  Cash used
in financing activities consisted of payments of principal made on the mortgages
encumbering the  Partnership's  investment  properties and payment on an advance
from an affiliate of the  Corporate  General  Partner,  partially  offset by the
receipt of an advance from an affiliate of the Corporate  General  Partner.  The
Partnership invests its working capital reserves in interest bearing accounts.

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

Millhopper Village Apartments:  During the nine months ended September 30, 2004,
the  Partnership  completed  approximately  $30,000 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  $52,000 in capital  improvements
during the remainder of 2004.  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 nine  months  ended  September  30,  2004,  the
Partnership completed  approximately $138,000 of capital improvements at Foxfire
Apartments,  consisting  primarily of exterior  painting,  plumbing upgrades and
floor covering and appliance  replacements.  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 $14,000
in  capital  improvements  during  the  remainder  of 2004.  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 nine months ended September 30, 2004,
the  Partnership  completed  approximately  $1,014,000  of capital  improvements
arising from the redevelopment of the property.  Additional capital improvements
of  approximately  $135,000  during the nine  months  ended  September  30, 2004
consisted primarily of structural  improvements and floor covering  replacement.
These  improvements were funded from operations and an advance from an affiliate
of the Corporate General Partner which was received  subsequent to September 30,
2004. The property is currently  undergoing a redevelopment  project in order to
remain  competitive  with other properties in the area in the effort to increase
occupancy at the property.  Based on current  redevelopment plans, the Corporate
General Partner anticipates the redevelopment to be complete in November 2005 at
a total cost of  approximately  $3,911,000.  The  project is being  funded  from
advances  from an affiliate of the  Corporate  General  Partner.  Subsequent  to
September 30, 2004,  approximately  $798,000 was advanced to the  Partnership to
pay for redevelopment project costs. The Partnership is currently evaluating the
capital  improvement  needs of the  property for 2004 and  currently  expects to
complete  an  additional  $20,000  for  expenditures  not  related  to  property
redevelopment and approximately  $382,000 for property  redevelopment during the
remainder of 2004. 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:  During the nine months ended September 30, 2004,
the  Partnership  completed  approximately  $198,000 of capital  improvements at
Woodland  Village  Apartments,  consisting  primarily of swimming pool upgrades,
furniture  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
$75,000 in capital improvements during the remainder of 2004. 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 nine months ended September 30, 2004,
the Partnership completed  approximately $432,000 of capital improvements at The
Lexington Green  Apartments,  consisting  primarily of structural  improvements,
exterior building improvements,  parking area upgrades, sewer upgrades, plumbing
upgrades and floor covering and appliance replacements.  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
$4,000 in capital improvements during the remainder of 2004.  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 nine months ended September 30, 2004,
the Partnership  completed  approximately $87,000 of capital improvements at Tar
River Estates Apartments,  consisting  primarily of structural  improvements 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 2004.  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 nine months ended  September  30,  2004,  the
Partnership  completed  approximately  $175,000 of capital  improvements  at Old
Salem Apartments,  consisting  primarily of sewer upgrades,  fitness  equipment,
floor covering  replacement,  and construction related to the hurricane and fire
damage, as 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 $29,000 in capital  improvements  during the remainder of
2004.  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 Partnership's  distributable cash flow,
if any, may be adversely affected at least in the short term.

The  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness  encumbering  all of the  Partnership's  investment  properties  of
approximately  $44,408,000 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 nine months ended
September 30, 2004 and 2003 (in thousands, except per unit data):

<TABLE>
<CAPTION>

                              Nine Months                   Nine Months
                                 Ended       Per Limited       Ended      Per Limited
                             September 30,   Partnership   September 30,  Partnership
                                 2004            Unit           2003          Unit
<S>                <C>           <C>           <C>             <C>           <C>
Financing Proceeds (1)           $  --         $    --         $ 505         $ 9.61
</TABLE>

(1)   From  proceeds  from  the new  financing  obtained  on Tar  River  Estates
      Apartments in December 2001.

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 distributions to its partners in 2004 or subsequent periods.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 38,193 limited  partnership  units
(the "Units") in the Partnership representing 72.70% of the outstanding Units at
September  30,  2004. A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  In this regard, on November
8, 2004 AIMCO Properties, L.P., commenced a tender offer to acquire 14,345 Units
for a purchase  price of $256.63  per Unit.  Such offer  expires on  December 8,
2004. 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 72.70% of the outstanding  Units, AIMCO and its affiliates are in a
position  to  control  all voting  decisions  with  respect to the  Partnership.
Although the  Corporate  General  Partner owes  fiduciary  duties to the limited
partners of the Partnership,  the Corporate  General Partner also owes fiduciary
duties  to  AIMCO  as its sole  stockholder.  As a  result,  the  duties  of the
Corporate General Partner,  as corporate general partner, to the Partnership and
its limited  partners may come into  conflict  with the duties of the  Corporate
General Partner to AIMCO as its sole stockholder.

Critical Accounting Policies and Estimates

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

Impairment of Long-Lived Assets

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

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

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized monthly as it is earned. The
Partnership  evaluates all accounts receivable from residents and establishes an
allowance, after the application of security deposits, for accounts greater than
30 days past due on current tenants and all receivables due from former tenants.
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.


<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS


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

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

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
at least one round of tender offers 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.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering  judgment  thereto.  On November 24,
2003,  the Objector  filed an  application  requesting  the court order AIMCO to
withdraw settlement tender offers it had commenced,  refrain from making further
offers  pending  the appeal and auction  any units  tendered  to third  parties,
contending  that the offers did not  conform  with the terms of the  settlement.
Counsel  for the  Objector  (on behalf of another  investor)  had  alternatively
requested the court take certain action  purportedly to enforce the terms of the
settlement agreement. On December 18, 2003, the court heard oral argument on the
motions  and denied them both in their  entirety.  The  Objector  filed a second
appeal challenging the court's use of a referee and its order requiring Objector
to pay those fees.

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April 23,  2004,  the  Corporate  General  Partner  and its  affiliates  filed a
response  brief in support  of the  settlement  and the  judgment  thereto.  The
plaintiffs  have also  filed a brief in support  of the  settlement.  On June 4,
2004,  Objector filed a reply to the briefs  submitted by the Corporate  General
Partner and  Plaintiffs.  In addition  both the  Objector and  plaintiffs  filed
briefs in  connection  with the second  appeal.  The Court of Appeals heard oral
argument  on both  appeals on  September  22,  2004 and took the  matters  under
submission.

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.

On August 8, 2003 AIMCO Properties  L.P., an affiliate of the Corporate  General
Partner,  was served  with a  complaint  in the United  States  District  Court,
District of Columbia alleging that AIMCO Properties L.P.  willfully violated the
Fair Labor Standards Act ("FLSA") by failing to pay maintenance workers overtime
for all  hours  worked  in  excess  of forty  per  week.  On  March 5,  2004 the
plaintiffs filed an amended complaint also naming NHP Management Company,  which
is also an affiliate of the Corporate  General Partner.  The complaint is styled
as a Collective  Action under the FLSA and seeks to certify state  subclasses in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The defendants have filed an answer to the amended complaint denying
the  substantive  allegations.  Some  discovery  has taken place and  settlement
negotiations  continue.  Although the outcome of any  litigation  is  uncertain,
AIMCO  Properties,  L.P. does not believe that the ultimate  outcome will have a
material  adverse  effect on its financial  condition or results of  operations.
Similarly,  the  Corporate  General  Partner  does not believe that the ultimate
outcome will have a material  adverse effect on the  Partnership's  consolidated
financial condition or results of operations.

ITEM 6.     EXHIBITS

            See Exhibit Index.


<PAGE>



                                   SIGNATURES



In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.



                                 SHELTER PROPERTIES V

                                 By:     Shelter Realty V Corporation
                                         Corporate General Partner

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


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


                                 Date:   November 12, 2004


<PAGE>


                                  EXHIBIT INDEX

Exhibit


      3           See Exhibit 4(a)

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

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

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

      10(i) Contracts related to acquisition of properties.

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

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

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

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

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

            (e)   Purchase  Agreement  dated June 17, 1983 between The Lexington
                  Green Apartments and U.S.  Shelter  Corporation to acquire The
                  Lexington  Green  Apartments.   (Filed  as  Exhibit  12(E)  to
                  Post-Effective  Amendment No. 1 of Registration  Statement No.
                  2-81308 of  Registrant  filed June 27,  1983 and  incorporated
                  herein by reference).

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

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

      (iii) Contracts related to refinancing of debt:

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

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

            (n)   Multifamily  Note secured by a Mortgage or Deed of Trust dated
                  December  15, 2000  between New Shelter  Properties  V Limited
                  Partnership and Reilly Mortgage  Group,  Inc.  relating to The
                  Lexington Green Apartments. (Filed as Exhibit 10(iii)n to Form
                  10-KSB of Registrant  filed on April 2, 2001 and  incorporated
                  herein by reference).

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

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

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

            (r)   Multifamily  Note dated  December 28, 2001, by and between New
                  Shelter  V  Limited  Partnership,  a  South  Carolina  limited
                  partnership,  and Lend  Lease  Mortgage  Capital,  LP, a Texas
                  limited partnership. (Filed as Exhibit 10(iii)r to Form 8-K of
                  Registrant filed on January 14, 2002 and  incorporated  herein
                  by reference).

      (iv) Contracts related to sale of property:

            (a)   Purchase and Sale Contract for the parcel of land at Tar River
                  Estates   Apartments   between  Registrant  and  the  City  of
                  Greenville,  North Carolina. (Filed as Exhibit 10(iv)a on Form
                  8-K of Registrant  filed on November 1, 2001 and  incorporated
                  herein by reference).

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

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

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



<PAGE>


Exhibit 31.1
                                  CERTIFICATION

I, Martha L. Long, certify that:


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

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

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

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

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

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

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

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

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

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

Date:  November 12, 2004

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


<PAGE>


Exhibit 31.2
                                  CERTIFICATION

I, Stephen B. Waters, certify that:


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

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

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

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

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

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

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

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

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

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

Date:  November 12, 2004

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


<PAGE>


Exhibit 32.1


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



In connection with the Quarterly  Report on Form 10-QSB of Shelter  Properties V
(the "Partnership"),  for the quarterly period ended September 30, 2004 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
Martha  L.  Long,  as the  equivalent  of the  chief  executive  officer  of the
Partnership,  and Stephen B. Waters,  as the  equivalent of the chief  financial
officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of his knowledge:

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

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


                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  November 12, 2004


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  November 12, 2004

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.