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



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

                                   Form 10-QSB

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

                 For the quarterly period ended June 30, 2001


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


           For the transition period from __________ to __________

                         Commission file number 0-11574

                              SHELTER PROPERTIES V
      (Exact name of small business issuer as specified in its charter)



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

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

                   Issuer's telephone number (864) 239-1000


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.
Yes X  No____


<PAGE>



                         PART I - FINANCIAL INFORMATION



ITEM 1.     FINANCIAL STATEMENTS


a)

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

                                  June 30, 2001

<TABLE>
<CAPTION>


Assets
<S>                                                                         <C>
   Cash and cash equivalents                                                $  3,671
   Receivables and deposits                                                    1,427
   Restricted escrows                                                          2,889
   Other assets                                                                1,266
   Investment properties:
      Land                                                   $  4,242
      Buildings and related personal property                  76,723
                                                               80,965
      Less accumulated depreciation                           (48,680)        32,285
                                                                            $ 41,538

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                         $    501
   Tenant security deposit liabilities                                           293
   Accrued property taxes                                                        401
   Other liabilities                                                             454
   Due to Corporate General Partner                                              255
   Mortgage notes payable                                                     44,361

Partners' Deficit
   General partners                                          $   (385)
   Limited partners (52,538 units
      issued and outstanding)                                  (4,342)        (4,727)

                                                                            $ 41,538

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

b)

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



                                          Three Months Ended      Six Months Ended
                                               June 30,               June 30,
                                           2001       2000        2001        2000
Revenues:
<S>                                      <C>         <C>         <C>         <C>
   Rental income                         $ 3,262     $ 3,410     $ 6,553     $ 6,820
   Other income                              340         333         713         568
   Casualty gain                              --          --         121          --
      Total revenues                       3,602       3,743       7,387       7,388

Expenses:
   Operating                               1,355       1,354       2,807       2,755
   General and administrative                143         105         278         220
   Depreciation                              742         668       1,474       1,354
   Interest                                  727         762       1,497       1,524
   Property taxes                            221         215         429         387
      Total expenses                       3,188       3,104       6,485       6,240

Income before extraordinary item             414         639         902       1,148
Extraordinary loss on early
  extinguishment of debt                     (74)         --         (74)         --

      Net income                          $  340      $  639      $  828     $ 1,148

Net income allocated to
   general partners (1%)                  $    3      $    6      $    8     $    11
Net income allocated to
   limited partners (99%)                    337         633         820       1,137

                                          $  340      $  639      $  828     $ 1,148
Per limited partnership unit:
   Income before extraordinary
     item                                 $ 7.80      $12.05      $17.00     $ 21.64
   Extraordinary item                      (1.39)         --       (1.39)         --

Net income                                $ 6.41     $ 12.05     $ 15.61     $ 21.64

Distributions per limited
   partnership unit                      $ 16.18     $144.18     $ 30.59     $144.18

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

c)

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

<TABLE>
<CAPTION>


                                         Limited
                                       Partnership    General     Limited
                                          Units       Partners   Partners     Total

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

Partners' deficit at
   December 31, 2000                      52,538     $  (336)    $(3,555)   $(3,891)

Distributions to partners                     --         (57)     (1,607)    (1,664)

Net income for the six months
   ended June 30, 2001                        --           8         820         828

Partners' deficit at June 30, 2001        52,538     $  (385)    $(4,342)   $(4,727)

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

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

                                                              Six Months Ended
                                                                   June 30,
                                                              2001        2000
Cash flows from operating activities:
<S>                                                          <C>         <C>
  Net income                                                 $   828     $ 1,148
  Adjustments to reconcile net income
    to net cash provided by operating activities:
      Casualty gain                                             (121)         --
      Depreciation                                             1,474       1,354
      Amortization of discounts and loan costs                    50          99
      Extraordinary loss on early extinguishment of debt          74          --
      Change in accounts:
          Receivables and deposits                              (364)       (734)
          Other assets                                          (110)        (56)
          Accounts payable                                      (240)       (862)
          Tenant security deposit liabilities                     12          28
          Accrued property taxes                                 141         (20)
          Due to General Partner                                 255          --
          Other liabilities                                     (142)       (390)
             Net cash provided by operating
                activities                                     1,857         567
Cash flows from investing activities:
  Property improvements and replacements                      (2,604)     (1,488)
  Net deposits to restricted escrows                            (110)         (2)
  Settlement for defective property improvements                 153          --
  Insurance proceeds received, net                               121       2,644
             Net cash (used in) provided by investing
               activities                                     (2,440)      1,154
Cash flows from financing activities:
  Payments on mortgage notes payable                            (355)       (339)
  Loan costs paid                                               (563)        (83)
  Proceeds from mortgage notes payable                        11,342          --
  Repayment of mortgage notes payable                         (7,050)         --
  Distributions to partners                                   (1,664)     (7,592)
             Net cash provided by (used in) financing
               activities                                      1,710      (8,014)

Net increase (decrease) in cash and cash equivalents           1,127      (6,293)

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

Cash and cash equivalents at end of period                   $ 3,671     $ 2,559
Supplemental disclosure of cash flow
  information:
  Cash paid for interest                                     $ 1,543     $ 1,425
Supplemental disclosure of non-cash activity:
  Property improvements and replacements in accounts
    payable                                                  $   343     $    --

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

         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

e)

                              SHELTER PROPERTIES V
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

The  accompanying   unaudited   consolidated  financial  statements  of  Shelter
Properties  V  (the   "Partnership"  or  "Registrant")  have  been  prepared  in
accordance with generally accepted  accounting  principles for interim financial
information  and  with the  instructions  to Form  10-QSB  and  Item  310(b)  of
Regulation  S-B.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  The general  partner  responsible  for management of the
Partnership's  business is Shelter Realty V Corporation (the "Corporate  General
Partner").  In the opinion of the Corporate  General  Partner,  all  adjustments
(consisting  of  normal  recurring  accruals)  considered  necessary  for a fair
presentation  have been included.  Operating results for the three and six month
periods ended June 30, 2001 are not  necessarily  indicative of the results that
may be expected for the year ending December 31, 2001. For further  information,
refer to the consolidated financial statements and footnotes thereto included in
the  Partnership's  Annual  Report on Form  10-KSB  for the  fiscal  year  ended
December 31, 2000.  Shelter  Realty V  Corporation  is an affiliate of Apartment
Investment  and  Management  Company  ("AIMCO"),  a publicly  traded real estate
investment trust.

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

Principles of Consolidation:

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

Segment Reporting:

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

Note B - Reconciliation of Cash Flows

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

                                                      Six Months Ended
                                                          June 30,
                                                       (in thousands)
                                                       2001       2000
             Net cash provided by
                operating activities                 $ 1,857     $  567
               Payments on mortgage notes
                payable                                 (355)      (339)
               Property improvements and
                replacements                          (2,604)    (1,488)
               Change in restricted escrows, net        (110)        (2)
               Changes in reserves for net
                  operating liabilities                  448      2,034
               Releases from (additions to)
                  operating reserves                     764       (772)

                  Net cash from operations             $ --       $ --

The  Corporate   General   Partner   released   previously   reserved  funds  of
approximately  $764,000 at June 30, 2001 and reserved  approximately $772,000 at
June 30, 2000 to fund  capital  improvements  and  repairs at the  Partnership's
seven investment properties.

Note C - Transactions with Affiliated Parties

The  Partnership  has no employees  and is dependent  on the  Corporate  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
Partnership  activities.  The  Partnership  Agreement  provides  for (i) certain
payments to affiliates for services and (ii)  reimbursement  of certain expenses
incurred by affiliates on behalf of the Partnership.  The following amounts were
paid or accrued to the Corporate  General Partner and affiliates  during the six
months ended June 30, 2001 and 2000 (in thousands):

                                                                     June 30,
                                                                 2001      2000
            Property management fees (included in
              operating expenses)                               $ 363     $ 358
            Reimbursement for services of affiliates
              (included in operating and general and
                administrative expenses and investment            436       155
                properties)
            Loan costs (included in other assets)                 283        --
            Due to Corporate General Partner                      255        --

During the six months ended June 30, 2001 and 2000,  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  $363,000 and $358,000 for the
six months ended June 30, 2001 and 2000, respectively.

Affiliates  of  the  Corporate   General  Partner   received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $436,000 and
$155,000 for the six months ended June 30, 2001 and 2000, respectively. Included
in  these  expenses  for  the  six  months  ended  June  30,  2001  and  2000 is
approximately   $240,000  and  $23,000   respectively,   in  reimbursements  for
construction oversight costs.

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

In accordance with the Partnership Agreement,  the Corporate General Partner has
loaned  the  Partnership  funds to cover  reconstruction  expense  at Tar  River
Estates  Apartments.  At June 30, 2001 the amount of the  outstanding  loans and
accrued interest was approximately  $255,000 and is included in Due to Corporate
General Partner. Interest is charged at the prime rate plus 2%. Interest expense
was  approximately  $2,000 for the six months ended June 30, 2001. There were no
loans from the Corporate  General Partner or associated  interest expense during
the six  months  ended  June 30,  2000.  Subsequent  to June 30,  2001 this loan
balance was repaid by the Partnership  with a portion of the refinance  proceeds
received on the two properties that refinanced on June 28, 2001, as discussed in
"Note E".

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates own 36,859 limited  partnership  units in
the Partnership  representing 70.16% of the outstanding units. A number of these
units were acquired  pursuant to tender offers made by AIMCO or its  affiliates.
It is possible  that AIMCO or its  affiliates  will acquire  additional  limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating  partnership of AIMCO either through  private  purchases or tender
offers. Under the Partnership  Agreement,  unitholders holding a majority of the
Units are  entitled to take action with  respect to a variety of matters,  which
would  include  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the Corporate General Partner.  As a
result  of its  ownership  of  70.16% of the  outstanding  units,  AIMCO is in a
position to influence all voting decisions with respect to the Registrant.  When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner favorable to the interest of the Corporate General Partner because of its
affiliation with the Corporate General Partner.

Note D - Casualty Event

In September  1999, Tar River Estates  Apartments was damaged by severe flooding
which  affected  certain  areas  of North  Carolina.  It is  estimated  that the
property has incurred  approximately  $6,323,000  in damages as a result of this
flooding.  As of June 30, 2001,  insurance proceeds of approximately  $5,316,000
have been received to cover lost rents and damage to the property.  A portion of
the  property  is  currently  undergoing  reconstruction.   The  Partnership  is
currently negotiating with the city of Greenville, North Carolina to potentially
condemn a portion of the land and sell it to the city. If this transaction takes
place, the portion of the property  previously  located on this land will not be
reconstructed.  As  part  of the  reconstruction  process,  the  Partnership  is
capitalizing  the portion of the  interest  expense  associated  with the assets
under  reconstruction.  As of June 30,  2001  approximately  $95,000 of interest
expense has been capitalized.

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

Note E - Refinancing and Extraordinary Loss

On June 28, 2001, the Partnership refinanced the mortgage notes encumbering Lake
Johnson Mews  Apartments and Millhopper  Village  Apartments.  The  refinancings
replaced   indebtedness  of  approximately   $4,350,000  at  Lake  Johnson  Mews
Apartments and $2,700,000 at Millhopper Village  Apartments,  with new mortgages
in the amounts of $7,117,000  and  $4,225,000,  respectively.  The new mortgages
both carry a stated  interest rate of 7.43% as compared to 7.33% on the previous
loans.  Payments of principal  and  interest on the new  mortgage  loans are due
monthly until the loans mature on July 1, 2021.  The  Partnership  recognized an
extraordinary loss on the early extinguishment of debt of approximately  $38,000
at Lake Johnson Mews Apartments and approximately  $36,000 at Millhopper Village
Apartments due to the write-off of  unamortized  loan costs.  Total  capitalized
loan costs for the new mortgages  were  approximately  $221,000 for Lake Johnson
Mews Apartments and approximately  $167,000 for Millhopper Village Apartments at
June 30, 2001.

On December 15,  2000,  the  Partnership  refinanced  the mortgage  notes at The
Lexington Green  Apartments.  Gross proceeds from refinancing were $7,020,000 of
which approximately $3,272,000 was used to pay off the existing first and second
mortgage notes. The new note requires monthly principal and interest payments at
a fixed interest rate of 7.22% and matures January 1, 2021. The old debt carried
fixed  interest  rates of 7.60% with  maturities  of November  15,  2002.  Total
capitalized loan costs for the new mortgage was  approximately  $195,000 for the
year ended December 31, 2000. Additional loan costs of approximately $4,000 were
capitalized during the six months ended June 30, 2001.

During October and November 1999, the Partnership  refinanced the mortgage notes
at Foxfire  and Old Salem  Apartments,  respectively.  Gross  proceeds  from the
refinancings   were   $7,200,000  and   $10,157,000,   respectively,   of  which
approximately $4,519,000 and $6,287,000,  respectively,  was used to pay off the
existing  mortgage notes.  The new notes require monthly  principal and interest
payments at fixed interest  rates of 7.79% for Foxfire  Apartments and 8.02% for
Old Salem Apartments and mature November 1, and December 1, 2019,  respectively.
The old debt carried fixed interest  rates of 7.50% and 10.375% with  maturities
of May 1999 and December 2016,  respectively.  Total  capitalized  loan costs at
December  31,  1999 were  approximately  $143,000.  An  additional  $81,000  was
capitalized  during the year ended December 31, 2000 and an additional  $171,000
was capitalized during the six months ended June 30, 2001.

Note F - Distributions

During the six months ended June 30, 2001, cash distributions from operations of
approximately  $1,664,000  were paid  (approximately  $1,607,000  to the limited
partners,  or $30.59 per  limited  partnership  unit).  In  connection  with the
transfer of funds from the majority  owned sub-tier  limited  partnership to the
Partnership, approximately $41,000 was distributed to the general partner of the
majority owned sub-tier  limited  partnership.  During the six months ended June
30,  2000,  cash  distributions  of  approximately  $6,177,000  were paid to the
limited  partners  ($117.57  per  limited  partnership  unit)  from  refinancing
proceeds and approximately $1,415,000  (approximately  $1,398,000 to the limited
partners,  or $26.61 per  limited  partnership  unit) was paid from  operations.
Subsequent to June 30, 2001, the Partnership declared and paid a distribution of
proceeds from the  refinancings  of Lake Johnson Mews  Apartments and Millhopper
Village Apartments of approximately  $2,610,000 ($49.68 per limited  partnership
unit) to the limited partners.

Note G - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the Partnership,  its Corporate  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging the acquisition of interests in certain general partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited  partnership units; the management of partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged  into AIMCO.  The  plaintiffs  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Corporate General Partner filed a motion seeking dismissal
of the action. In lieu of responding to the motion, the plaintiffs have 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.  Plaintiffs have until
August  16,  2001 to file a fourth  amended  complaint.  The  Corporate  General
Partner does not anticipate that any costs,  whether legal or settlement  costs,
associated  with  this  case  will  be  material  to the  Partnership's  overall
operations.

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


<PAGE>




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

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

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

                                             June 30,
Property                                 2001        2000

Foxfire Apartments
   Atlanta, Georgia                       94%         95%

Old Salem Apartments
   Charlottesville, Virginia              97%         97%

Woodland Village Apartments
   Columbia, South Carolina               94%         92%

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

The Lexington Green Apartments
   Sarasota, Florida                      97%         97%

Millhopper Village Apartments
   Gainesville, Florida                   94%         94%

Tar River Estates Apartments
   Greenville, North Carolina (1)         62%         35%


(1)   During September 1999, Tar River Estates  Apartments was damaged by severe
      flooding which affected certain areas of North Carolina.  The property has
      incurred  extensive damage as a result of the flooding causing portions of
      the property to be unavailable  for occupancy  since September 1999. It is
      expected that the costs  incurred will be fully covered by insurance.  The
      occupancy  for the units not damaged at the  property  was 82% at June 30,
      2001. The Corporate General Partner is currently  reconstructing a portion
      of the property.

Results of Operations

The Registrant's net income for the three and six months ended June 30, 2001 was
approximately $340,000 and $828,000,  respectively, as compared to approximately
$639,000 and  $1,148,000  for the three and six months ended June 30, 2000.  The
decrease  in net income  for the three  months  ended June 30,  2001 is due to a
decrease in total revenues, an increase in total expenses,  and an extraordinary
loss on the early  extinguishment  of debt as a result of the refinancing of the
mortgages at Lake Johnson Mews Apartments and Millhopper  Village Apartments (as
discussed in "Liquidity and Capital Resources").  The decrease in net income for
the six months  ended June 30, 2001 is due to an increase in total  expenses and
the  extraordinary  loss on early  extinguishment of debt. The decrease in total
revenues for the three months ended June 30, 2001 is due to a decrease in rental
income which was partially offset by an increase in other income. Total revenues
remained  relatively  constant  for the six  months  ended June 30,  2001,  as a
decrease  in rental  income was offset by an  increase  in other  income and the
recognition of a gain resulting from the casualty at Woodland Village Apartments
(as discussed below). The decrease in rental income for the three and six months
ended June 30, 2001 is due to the receipt of insurance proceeds in 2000 to cover
lost  rents as a result of the  casualty  at Tar River  Estates  Apartments  (as
discussed  below)  which more than offset an increase in  occupancy  at Woodland
Village  Apartments  and an increase in the average  rental  rates at all of the
Partnership's investment properties.  Other income increased primarily due to an
increase in tenant  reimbursements,  which was partially offset by a decrease in
interest  income as a result of lower average cash balances in interest  bearing
accounts.

Total expenses increased for the three and six months ended June 30, 2001 due to
increases  in general  and  administrative  expenses,  depreciation  expense and
property  tax  expense,  partially  offset by a decrease  in  interest  expense.
Depreciation  expense  increased  as a result  of  recent  capital  improvements
completed at all of the  Partnership's  investment  properties.  The increase in
property  tax  expense is due to the timing of the  receipt of tax bills,  which
affected the tax accruals recorded for the respective periods.  Interest expense
decreased due to the reconstruction project at Tar River due to certain interest
costs being  capitalized  (see discussion  below).  This reduction was partially
offset by increased  interest  expense at Lexington Green  Apartments due to the
refinance in December 2000 with a larger loan balance.  For the six months ended
June 30, 2001,  operating  expenses  also  increased  due primarily to increased
payroll related expenses at Lake Johnson Mews Apartments,  Old Salem Apartments,
and Woodland Village Apartments, increased utility bills at Old Salem Apartments
and increased  hazard  insurance  expense at all the  Partnership's  properties.
These increases were partially offset by reduced maintenance expenses at all the
Partnership's properties.

General and administrative  expenses  increased  primarily due to an increase in
the costs of services  included in  management  reimbursements  to the Corporate
General  Partner as allowed under the  Partnership  Agreement.  Also included in
general  and  administrative  expense  at both June 30,  2001 and 2000 are costs
associated  with the  quarterly  and annual  communications  with  investors and
regulatory  agencies  and the  annual  audits  and  appraisals  required  by the
Partnership Agreement.

In September  1999, Tar River Estates  Apartments was damaged by severe flooding
which  affected  certain  areas  of North  Carolina.  It is  estimated  that the
property has incurred  approximately  $6,323,000  in damages as a result of this
flooding.  As of June 30, 2001,  insurance proceeds of approximately  $5,316,000
have been received to cover lost rents and damage to the property.  A portion of
the  property  is  currently  undergoing  reconstruction.   The  Partnership  is
currently negotiating with the city of Greenville, North Carolina to potentially
condemn a portion of the land and sell it to the city. If this transaction takes
place, the portion of the property  previously  located on this land will not be
reconstructed.  As  part  of the  reconstruction  process,  the  Partnership  is
capitalizing  the portion of the  interest  expense  associated  with the assets
under  reconstruction.  As of June 30,  2001  approximately  $95,000 of interest
expense has been capitalized.

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

As part of the ongoing  business plan of the Registrant,  the Corporate  General
Partner  monitors  the  rental  market  environment  of each  of its  investment
properties  to assess  the  feasibility  of  increasing  rents,  maintaining  or
increasing  occupancy  levels and protecting the  Partnership  from increases in
expense. As part of this plan, the Corporate General Partner attempts to protect
the Partnership  from the burden of  inflation-related  increases in expenses by
increasing rents and maintaining a high overall occupancy level. However, due to
changing market  conditions,  which can result in the use of rental  concessions
and  rental  reductions  to  offset  softening  market  conditions,  there is no
guarantee  that the  Corporate  General  Partner  will be able to sustain such a
plan.

Liquidity and Capital Resources

At June 30, 2001, the Partnership had cash and cash equivalents of approximately
$3,671,000  compared to approximately  $2,559,000 at June 30, 2000. The increase
in cash and cash  equivalents  of  approximately  $1,127,000  for the six months
ended  June 30,  2001,  from the  Partnership's  calendar  year  end,  is due to
approximately   $1,857,000  of  cash  provided  by  operating   activities   and
approximately  $1,710,000  of cash provided by financing  activities,  which was
partially  offset  by  approximately   $2,440,000  of  cash  used  in  investing
activities.  Cash  provided by  financing  activities  consisted of net proceeds
received as a result of the  refinancing  of the  mortgages of Lake Johnson Mews
Apartments and Millhopper Village Apartments,  which was partially offset by the
repayment  of the  existing  mortgages  at  Lake  Johnson  Mews  Apartments  and
Millhopper  Village  Apartments,  and  to  a  lesser  extent,  distributions  to
partners,  loan costs related to the  refinancing  of the mortgages  encumbering
four of the Partnerships  investment properties,  and payments of principal made
on the mortgages encumbering the Registrant's properties. Cash used in investing
activities consisted of property  improvements and replacements and net deposits
to escrow  accounts  maintained by the mortgage  lender,  partially  offset by a
settlement  received for defective  materials used in a construction  project at
The Lexington Green Apartments and insurance  proceeds  received for the fire at
Woodland Village Apartments. The Registrant invests its working capital reserves
in interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the investment  properties to adequately  maintain the
physical  assets and other  operating needs of the Registrant and to comply with
Federal, state, local, legal and regulatory  requirements.  Capital improvements
planned for each of the Registrant's properties are detailed below.

Millhopper   Village   Apartments:   For  2001,  the  Partnership  has  budgeted
approximately  $59,000 for capital  improvements,  consisting  primarily  of air
conditioning  unit and floor covering  replacements.  The Partnership  completed
approximately  $34,000 in capital  expenditures at Millhopper Village Apartments
for the six months ended June 30, 2001,  consisting  primarily of floor covering
replacement.  These  improvements  were funded  from  replacement  reserves  and
operations.

Foxfire Apartments: For 2001, the Partnership has budgeted approximately $79,000
for capital  improvements,  consisting primarily of floor covering  replacement.
The  Partnership  completed  approximately  $76,000 in capital  expenditures  at
Foxfire Apartments for the six months ended June 30, 2001,  consisting primarily
of structural improvements,  and floor covering replacement.  These improvements
were funded from operations.

Lake  Johnson  Mews   Apartments:   For  2001,  the   Partnership  has  budgeted
approximately  $297,000  for  capital  improvements,   consisting  primarily  of
structural  improvements  and floor  covering and  appliance  replacements.  The
Partnership  completed  approximately  $41,000 in capital  expenditures  at Lake
Johnson  Mews  Apartments  for the six months  ended June 30,  2001,  consisting
primarily of structural improvements,  cabinet replacements,  and floor covering
replacement.  These  improvements  were funded  from  replacement  reserves  and
operations.

Woodland   Village   Apartments:   For  2001,  the   Partnership   has  budgeted
approximately  $224,000  for  capital  improvements,   consisting  primarily  of
exterior   painting,   floor  covering  and  appliance   replacements   and  air
conditioning unit upgrades. The Partnership completed  approximately $221,000 in
capital  expenditures  for  the six  months  ended  June  30,  2001,  consisting
primarily  of repairs  related to the fire which  occurred  July 1999,  interior
building improvements,  and floor covering replacement.  These improvements were
funded from operations, replacement reserves, and insurance proceeds.

The  Lexington  Green  Apartments:   For  2001,  the  Partnership  has  budgeted
approximately  $332,000  for  capital  improvements,   consisting  primarily  of
exterior  painting,   floor  covering  and  appliance   replacements,   and  air
conditioning unit upgrades.  The Partnership completed  approximately $80,000 in
capital expenditures at Lexington Green Apartments for the six months ended June
30, 2001, consisting primarily of plumbing upgrades, and floor covering, cabinet
and  appliance  replacements.  These  improvements  were funded  primarily  from
operations.

Tar  River  Estates   Apartments:   For  2001,  the   Partnership  has  budgeted
approximately  $280,000 for capital  improvements  consisting primarily of floor
covering  replacement  and other  exterior  and interior  building  improvements
associated  with the repairs  required due to severe flood damage which occurred
during September 1999 at Tar River Estates Apartments. The Partnership completed
approximately  $2,181,000 in capital  expenditures for the six months ended June
30, 2001,  consisting primarily of floor covering replacement and other exterior
and interior  building  improvements  associated  with  repairs  required due to
severe flood damage which occurred  during  September 1999.  These  improvements
were funded from replacement reserves and insurance proceeds.

Old Salem  Apartments:  For 2001,  the  Partnership  has budgeted  approximately
$198,000 for capital  improvements,  consisting  primarily of floor covering and
appliance  replacements,  structural  improvements,  and air  conditioning  unit
replacement.   The  Partnership  completed   approximately  $93,000  in  capital
expenditures  at Old Salem  Apartments  for the six months  ended June 30, 2001,
consisting  primarily of heating and air conditioning unit  replacements,  floor
covering  replacement,  appliances and electrical  upgrades.  These improvements
were funded from operations.

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

The  Registrant's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Registrant.  The  mortgage
indebtedness of  approximately  $44,361,000  net of discount,  is amortized over
varying periods with required balloon payments ranging from November 15, 2002 to
July 1, 2021.  The  Corporate  General  Partner will  attempt to refinance  such
indebtedness  and/or sell the properties  prior to such maturity  dates.  If the
properties cannot be refinanced or sold for a sufficient  amount, the Registrant
will risk losing such properties through foreclosure.

On June 28, 2001, the Partnership refinanced the mortgage notes encumbering Lake
Johnson Mews  Apartments and Millhopper  Village  Apartments.  The  refinancings
replaced   indebtedness  of  approximately   $4,350,000  at  Lake  Johnson  Mews
Apartments and $2,700,000 at Millhopper Village  Apartments,  with new mortgages
in the amounts of $7,117,000  and  $4,225,000,  respectively.  The new mortgages
both carry a stated  interest rate of 7.43% as compared to 7.33% on the previous
loans.  Payments of principal  and  interest on the new  mortgage  loans are due
monthly until the loans mature on July 1, 2021.  The  Partnership  recognized an
extraordinary loss on the early extinguishment of debt of approximately  $38,000
at Lake Johnson Mews Apartments and approximately  $36,000 at Millhopper Village
Apartments due to the write-off of  unamortized  loan costs.  Total  capitalized
loan costs for the new mortgages  were  approximately  $221,000 for Lake Johnson
Mews Apartments and approximately  $167,000 for Millhopper Village Apartments at
June 30, 2001.

On December 15,  2000,  the  Partnership  refinanced  the mortgage  notes at The
Lexington Green  Apartments.  Gross proceeds from refinancing were $7,020,000 of
which approximately $3,272,000 was used to pay off the existing first and second
mortgage notes. The new note requires monthly principal and interest payments at
a fixed interest rate of 7.22% and matures January 1, 2021. The old debt carried
fixed  interest  rates of 7.60% with  maturities  of November  15,  2002.  Total
capitalized loan costs for the new mortgage was  approximately  $195,000 for the
year ended December 31, 2000. Additional loan costs of approximately $4,000 were
capitalized during the six months ended June 30, 2001.

During October and November 1999, the Partnership  refinanced the mortgage notes
at Foxfire  and Old Salem  Apartments,  respectively.  Gross  proceeds  from the
refinancings   were   $7,200,000  and   $10,157,000,   respectively,   of  which
approximately $4,519,000 and $6,287,000,  respectively,  was used to pay off the
existing  mortgage notes.  The new notes require monthly  principal and interest
payments at fixed interest  rates of 7.79% for Foxfire  Apartments and 8.02% for
Old Salem Apartments and mature November 1, and December 1, 2019,  respectively.
The old debt carried fixed interest  rates of 7.50% and 10.375% with  maturities
of May 1999 and December 2016,  respectively.  Total  capitalized  loan costs at
December  31,  1999 were  approximately  $143,000.  An  additional  $81,000  was
capitalized  during the year ended December 31, 2000 and an additional  $171,000
was capitalized during the six months ended June 30, 2001.

During the six months ended June 30, 2001, cash distributions from operations of
approximately  $1,664,000  were paid  (approximately  $1,607,000  to the limited
partners,  or $30.59 per  limited  partnership  unit).  In  connection  with the
transfer of funds from the majority  owned sub-tier  limited  partnership to the
Partnership, approximately $41,000 was distributed to the general partner of the
majority owned sub-tier  limited  partnership.  During the six months ended June
30,  2000,  cash  distributions  of  approximately  $6,177,000  were paid to the
limited  partners  ($117.57  per  limited  partnership  unit)  from  refinancing
proceeds and approximately $1,415,000  (approximately  $1,398,000 to the limited
partners,  or $26.61 per  limited  partnership  unit) was paid from  operations.
Subsequent to June 30, 2001, the Partnership declared and paid a distribution of
proceeds from the  refinancings  of Lake Johnson Mews  Apartments and Millhopper
Village Apartments of approximately  $2,610,000 ($49.68 per limited  partnership
unit) to the  limited  partners.  Future cash  distributions  will depend on the
levels of net cash generated from operations, the availability of cash reserves,
and the timing of debt  maturities,  refinancings  and/or  property  sales.  The
Partnership's distribution policy is reviewed on a quarterly basis. There can be
no assurance,  however, that the Partnership will generate sufficient funds from
operations,  after  required  capital  improvement  expenditures,  to permit any
additional  distributions  to its  partners  during  the  remainder  of  2001 or
subsequent periods.  In addition,  the Partnership may be restricted from making
distributions by the requirement to deposit in the reserve account maintained by
the  mortgage  lender  for Tar River  Estates a minimum of $400 and a maximum of
$1,000 per  apartment  unit for a total of $160,800 to $402,000.  As of June 30,
2001, the reserve account totaled approximately $162,000.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates own 36,859 limited  partnership  units in
the Partnership  representing 70.16% of the outstanding units. A number of these
units were acquired  pursuant to tender offers made by AIMCO or its  affiliates.
It is possible  that AIMCO or its  affiliates  will acquire  additional  limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating  partnership of AIMCO either through  private  purchases or tender
offers. Under the Partnership  Agreement,  unitholders holding a majority of the
Units are  entitled to take action with  respect to a variety of matters,  which
would  include  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the Corporate General Partner.  As a
result  of its  ownership  of  70.16% of the  outstanding  units,  AIMCO is in a
position to influence all voting decisions with respect to the Registrant.  When
voting on matters, AIMCO would in all likelihood vote the Units it acquired in a
manner favorable to the interest of the Corporate General Partner because of its
affiliation with the Corporate General Partner.


<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the Partnership,  its Corporate  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging the acquisition of interests in certain general partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited  partnership units; the management of partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged  into AIMCO.  The  plaintiffs  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Corporate General Partner filed a motion seeking dismissal
of the action. In lieu of responding to the motion, the plaintiffs have 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.  Plaintiffs have until
August  16,  2001 to file a fourth  amended  complaint.  The  Corporate  General
Partner does not anticipate that any costs,  whether legal or settlement  costs,
associated  with  this  case  will  be  material  to the  Partnership's  overall
operations.


<PAGE>



ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  Exhibit 10(iii)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.

                  Exhibit 10(iii)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.

            b)    Reports on Form 8-K:

                  None filed during the quarter ended June 30, 2001.


<PAGE>



                                   SIGNATURES



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



                                 SHELTER PROPERTIES V

                                 By:     Shelter Realty V Corporation
                                         Corporate General Partner

                                 By:     /s/Patrick J. Foye
                                         Patrick J. Foye
                                         Executive Vice President

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

                                 Date:   August 13, 2001

                                                                Exhibit 10(iii)o

<PAGE>
                                                        FHLMC Loan No. 002692589
                                                    Lake Johnson Mews Apartments

                                MULTIFAMILY NOTE
                    (NORTH CAROLINA - REVISION DATE 11-01-2000)


US $7,117,000.00                                            As of June 27, 2001


      FOR VALUE RECEIVED, the undersigned ("Borrower") jointly and severally (if
more  than  one)  promises  to pay to the  order  of  GMAC  COMMERCIAL  MORTGAGE
CORPORATION,  a California  corporation,  the principal sum of Seven Million One
Hundred Seventeen Thousand and 00/100 Dollars (US $7,117,000.00),  with interest
on the unpaid  principal  balance at the annual  rate of Seven and Four  Hundred
Thirty Thousandths percent (7.430%).

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

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

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

(a) Unless  disbursement of principal is made by Lender to Borrower on the first
day of the month,  interest for the period beginning on the date of disbursement
and ending on and including the last day of the month in which such disbursement
is made  shall be  payable  simultaneously  with  the  execution  of this  Note.
Interest  under  this Note  shall be  computed  on the  basis of a 360-day  year
consisting of twelve 30-day months.

(b)  Consecutive  monthly  installments  of principal and interest,  each in the
amount of Fifty-Seven  Thousand  Twenty-Nine and 83/100 Dollars (US $57,029.83),
shall be  payable on the first day of each  month  beginning  on August 1, 2001,
until the entire unpaid principal balance evidenced by this Note is fully paid.

(c) Any accrued interest remaining past due for 30 days or more may, at Lender's
discretion,  be added to and become  part of the unpaid  principal  balance  and
shall  bear  interest  at the  rate or rates  specified  in this  Note,  and any
reference below to "accrued  interest" shall refer to accrued interest which has
not become part of the unpaid  principal  balance.  Any remaining  principal and
interest  shall be due and  payable  on July 1, 2021 or on any  earlier  date on
which the unpaid  principal  balance of this Note  becomes due and  payable,  by
acceleration or otherwise (the "Maturity  Date").  The unpaid principal  balance
shall  continue to bear interest after the Maturity Date at the Default Rate set
forth in this Note until and including the date on which it is paid in full.

(d) Any regularly  scheduled monthly  installment of principal and interest that
is  received  by Lender  before  the date it is due shall be deemed to have been
received on the due date solely for the purpose of calculating interest due.

4.  Application of Payments.  If at any time Lender  receives,  from Borrower or
otherwise,  any amount  applicable  to the  Indebtedness  which is less than all
amounts due and payable at such time,  Lender may apply that  payment to amounts
then due and  payable in any manner and in any order  determined  by Lender,  in
Lender's  discretion.  Borrower  agrees that neither  Lender's  acceptance  of a
payment  from  Borrower in an amount that is less than all amounts  then due and
payable nor Lender's  application of such payment shall  constitute or be deemed
to  constitute  either  a  waiver  of  the  unpaid  amounts  or  an  accord  and
satisfaction.

5. Security.  The Indebtedness is secured,  among other things, by a multifamily
mortgage, deed to secure debt or deed of trust dated as of the date of this Note
(the "Security  Instrument"),  and reference is made to the Security  Instrument
for other rights of Lender as to collateral for the Indebtedness.

6.  Acceleration.  If an Event of Default has  occurred and is  continuing,  the
entire unpaid principal  balance,  any accrued interest,  the prepayment premium
payable under  Paragraph  10, if any, and all other  amounts  payable under this
Note and any other Loan  Document  shall at once become due and payable,  at the
option of Lender,  without  any prior  notice to  Borrower  (except if notice is
required by applicable  law,  then after such notice).  Lender may exercise this
option to accelerate regardless of any prior forbearance.

7. Late  Charge.  If any  monthly  amount  payable  under this Note or under the
Security  Instrument or any other Loan Document is not received by Lender within
fifteen  (15) days after the amount is due  (unless  applicable  law  requires a
longer  period of time before a late charge may be imposed,  in which event such
longer period shall be substituted),  Borrower shall pay to Lender,  immediately
and without  demand by Lender,  a late charge equal to four percent (4%) of such
amount  (unless  applicable  law requires a lesser  amount be charged,  in which
event such lesser amount shall be substituted).  Borrower  acknowledges that its
failure to make timely payments will cause Lender to incur  additional  expenses
in servicing and processing  the loan  evidenced by this Note (the "Loan"),  and
that it is extremely  difficult and  impractical to determine  those  additional
expenses.  Borrower  agrees  that  the  late  charge  payable  pursuant  to this
Paragraph  represents a fair and  reasonable  estimate,  taking into account all
circumstances  existing  on the date of this Note,  of the  additional  expenses
Lender will incur by reason of such late payment.  The late charge is payable in
addition  to,  and not in lieu of, any  interest  payable  at the  Default  Rate
pursuant to Paragraph 8.

8. Default Rate. So long as (a) any monthly  installment under this Note remains
past due for thirty  (30) days or more,  or (b) any other  Event of Default  has
occurred and is continuing,  interest under this Note shall accrue on the unpaid
principal  balance from the earlier of the due date of the first unpaid  monthly
installment or the occurrence of such other Event of Default, as applicable,  at
a rate (the "Default  Rate") equal to the lesser of four (4)  percentage  points
above  the rate  stated  in the first  paragraph  of this  Note and the  maximum
interest rate which may be collected from Borrower under  applicable law. If the
unpaid  principal  balance and all accrued  interest are not paid in full on the
Maturity Date, the unpaid principal  balance and all accrued interest shall bear
interest from the Maturity Date at the Default Rate.  Borrower also acknowledges
that its failure to make timely  payments will cause Lender to incur  additional
expenses in servicing and  processing the Loan,  that,  during the time that any
monthly  installment  under this Note is  delinquent  for more than  thirty (30)
days,  Lender will incur  additional costs and expenses arising from its loss of
the use of the money due and from the adverse impact on Lender's ability to meet
its other  obligations and to take advantage of other investment  opportunities,
and that it is extremely difficult and impractical to determine those additional
costs and expenses.  Borrower also  acknowledges  that, during the time that any
monthly installment under this Note is delinquent for more than thirty (30) days
or any other Event of Default has occurred and is  continuing,  Lender's risk of
nonpayment of this Note will be  materially  increased and Lender is entitled to
be compensated for such increased risk. Borrower agrees that the increase in the
rate of interest  payable under this Note to the Default Rate  represents a fair
and reasonable estimate,  taking into account all circumstances  existing on the
date of this Note,  of the  additional  costs and expenses  Lender will incur by
reason of the  Borrower's  delinquent  payment and the  additional  compensation
Lender is entitled to receive for the increased  risks of nonpayment  associated
with a delinquent loan.

9.    Limits on Personal Liability.

(a) Except as otherwise  provided in this  Paragraph 9,  Borrower  shall have no
personal  liability  under this Note, the Security  Instrument or any other Loan
Document for the repayment of the  Indebtedness  or for the  performance  of any
other  obligations  of Borrower  under the Loan  Documents,  and  Lender's  only
recourse for the  satisfaction of the  Indebtedness  and the performance of such
obligations  shall be Lender's  exercise of its rights and remedies with respect
to the Mortgaged  Property and any other  collateral  held by Lender as security
for the Indebtedness. This limitation on Borrower's liability shall not limit or
impair  Lender's  enforcement  of  its  rights  against  any  guarantor  of  the
Indebtedness or any guarantor of any obligations of Borrower.

(b) Borrower shall be personally liable to Lender for the repayment of a portion
of the Indebtedness equal to zero percent (0%) of the original principal balance
of this Note,  plus any other amounts for which Borrower has personal  liability
under this Paragraph 9.

(c) In addition to Borrower's  personal liability under Paragraph 9(b), Borrower
shall be personally  liable to Lender for the repayment of a further  portion of
the  Indebtedness  equal to any loss or damage suffered by Lender as a result of
(1) failure of  Borrower to pay to Lender upon demand  after an Event of Default
all  Rents to which  Lender  is  entitled  under  Section  3(a) of the  Security
Instrument  and the amount of all security  deposits  collected by Borrower from
tenants  then in  residence;  (2)  failure of  Borrower  to apply all  insurance
proceeds and condemnation  proceeds as required by the Security  Instrument;  or
(3)  failure of Borrower to comply  with  Section  14(d) or (e) of the  Security
Instrument relating to the delivery of books and records, statements,  schedules
and reports.

(d) For purposes of determining  Borrower's  personal  liability under Paragraph
9(b) and Paragraph  9(c), all payments made by Borrower or any guarantor of this
Note with respect to the  Indebtedness  and all amounts  received by Lender from
the  enforcement  of its rights under the Security  Instrument  shall be applied
first to the  portion of the  Indebtedness  for which  Borrower  has no personal
liability.

(e) Borrower shall become  personally  liable to Lender for the repayment of all
of the  Indebtedness  upon the  occurrence  of any of the  following  Events  of
Default: (1) Borrower's acquisition of any property or operation of any business
not  permitted  by  Section  33 of  the  Security  Instrument;  (2)  a  Transfer
(including,  but not  limited  to,  a lien or  encumbrance)  that is an Event of
Default  under  Section  21 of the  Security  Instrument,  other than a Transfer
consisting  solely of the  involuntary  removal or  involuntary  withdrawal of a
general  partner in a limited  partnership  or a manager in a limited  liability
company; or (3) fraud or written material  misrepresentation  by Borrower or any
officer,  director,  partner,  member or employee of Borrower in connection with
the  application  for or  creation  of the  Indebtedness  or any request for any
action or consent by Lender.

(f) In addition to any personal  liability for the Indebtedness,  Borrower shall
be  personally  liable to Lender for (1) the  performance  of all of  Borrower's
obligations   under  Section  18  of  the  Security   Instrument   (relating  to
environmental  matters);  (2) the costs of any audit under  Section 14(d) of the
Security  Instrument;  and (3) any  costs  and  expenses  incurred  by Lender in
connection  with the  collection of any amount for which  Borrower is personally
liable  under  this  Paragraph  9,  including  reasonable  attorneys'  fees  and
expenses,  fees and out-of-pocket  expenses of expert witnesses and the costs of
conducting any  independent  audit of Borrower's  books and records to determine
the amount for which Borrower has personal liability.

(g) To the extent that Borrower has personal  liability  under this Paragraph 9,
Lender may exercise its rights  against  Borrower  personally  without regard to
whether  Lender has exercised any rights  against the Mortgaged  Property or any
other  security,  or pursued any rights  against any  guarantor,  or pursued any
other rights available to Lender under this Note, the Security  Instrument,  any
other Loan  Document or  applicable  law. For purposes of this  Paragraph 9, the
term "Mortgaged Property" shall not include any funds that (1) have been applied
by Borrower as required or  permitted by the  Security  Instrument  prior to the
occurrence  of an  Event of  Default  or (2)  Borrower  was  unable  to apply as
required  or  permitted  by the  Security  Instrument  because of a  bankruptcy,
receivership, or similar judicial proceeding. To the fullest extent permitted by
applicable  law, in any action to enforce  Borrower's  personal  liability under
this  Paragraph  9,  Borrower  waives  any  right  to set off the  value  of the
Mortgaged Property against such personal liability.

10.   Voluntary and Involuntary Prepayments.

(a) A prepayment premium shall be payable in connection with any prepayment (any
receipt by Lender of  principal,  other than  principal  required  to be paid in
monthly installments pursuant to Paragraph 3(b), prior to the scheduled Maturity
Date set forth in  Paragraph  3(c))  under  this  Note as  provided  below:  (1)
Borrower may voluntarily prepay all of the unpaid principal balance of this Note
on a Business Day designated as the date for such prepayment in a written notice
from  Borrower  to  Lender  given  at  least  30 days  prior to the date of such
prepayment.  Such prepayment shall be made by paying (A) the amount of principal
being prepaid,  (B) all accrued  interest,  (C) all other sums due Lender at the
time of such prepayment,  and (D) the prepayment premium calculated  pursuant to
Paragraph  10(c).  For all  purposes  including  the  accrual of  interest,  any
prepayment received by Lender on any day other than the last calendar day of the
month  shall be deemed to have been  received on the last  calendar  day of such
month.  For purposes of this Note,  a "Business  Day" means any day other than a
Saturday,  Sunday  or any other  day on which  Lender is not open for  business.
Unless expressly provided for in the Loan Documents, Borrower shall not have the
option to  voluntarily  prepay  less than all of the unpaid  principal  balance.
However,  if a partial  prepayment  is provided for in the Loan  Documents or is
accepted by Lender in  Lender's  discretion,  a  prepayment  premium  calculated
pursuant to Paragraph 10(c) shall be due and payable by Borrower.

(2) Upon  Lender's  exercise  of any  right of  acceleration  under  this  Note,
Borrower shall pay to Lender, in addition to the entire unpaid principal balance
of this  Note  outstanding  at the  time of the  acceleration,  (A) all  accrued
interest  and  all  other  sums  due  Lender,  and (B)  the  prepayment  premium
calculated pursuant to Paragraph 10(c).

(3) Any  application  by  Lender  of any  collateral  or other  security  to the
repayment of any portion of the unpaid  principal  balance of this Note prior to
the  Maturity  Date and in the absence of  acceleration  shall be deemed to be a
partial prepayment by Borrower, requiring the payment to Lender by Borrower of a
prepayment premium.

(b)  Notwithstanding  the provisions of Paragraph  10(a), no prepayment  premium
shall be payable with respect to (A) any prepayment  made during the period from
one  hundred  eighty  (180)  days  before  the  scheduled  Maturity  Date to the
scheduled  Maturity  Date,  or (B) any  prepayment  occurring as a result of the
application of any insurance  proceeds or condemnation  award under the Security
Instrument.

(c) Any prepayment premium payable under this Note shall be computed as follows:

(1) If the prepayment is made between the date of this Note and the date that is
180 months after the first day of the first calendar month following the date of
this Note (the "Yield  Maintenance  Period"),  the  prepayment  premium shall be
whichever is the greater of subparagraphs (i) and (ii) below:

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

                  (ii)  the product obtained by multiplying:

                        (A) the amount of principal  being  prepaid,  by (B) the
                        excess (if any) of the Monthly Note Rate over the
                           Assumed Reinvestment Rate,
                        by
                          (C) the Present Value Factor.

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

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

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

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

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

                                        [OBJECT OMITTED]

                  n = number of months remaining in Yield Maintenance Period

                  ARR = Assumed Reinvestment Rate

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

(d) Any  permitted  or  required  prepayment  of less than the unpaid  principal
balance of this Note shall not extend or postpone the due date of any subsequent
monthly  installments or change the amount of such  installments,  unless Lender
agrees otherwise in writing.

(e) Borrower  recognizes that any prepayment of the unpaid principal  balance of
this Note,  whether  voluntary or  involuntary  or  resulting  from a default by
Borrower,  will result in Lender's incurring loss, including  reinvestment loss,
additional expense and frustration or impairment of Lender's ability to meet its
commitments  to third  parties.  Borrower  agrees to pay to Lender  upon  demand
damages  for the  detriment  caused by any  prepayment,  and  agrees  that it is
extremely  difficult  and  impractical  to ascertain the extent of such damages.
Borrower  therefore  acknowledges  and agrees that the  formula for  calculating
prepayment  premiums set forth in this Note represents a reasonable  estimate of
the damages Lender will incur because of a prepayment.

(f) Borrower further acknowledges that the prepayment premium provisions of this
Note are a material part of the  consideration  for the Loan,  and  acknowledges
that the terms of this Note are in other  respects more favorable to Borrower as
a  result  of the  Borrower's  voluntary  agreement  to the  prepayment  premium
provisions.

11.  Costs and  Expenses.  To the  fullest  extent  allowed by  applicable  law,
Borrower shall pay all expenses and costs,  including reasonable attorneys' fees
and  expenses  (including  those  of  Lender's  in-house  attorneys),  fees  and
out-of-pocket expenses of expert witnesses and costs of investigation,  incurred
by Lender as a result  of any  default  under  this Note or in  connection  with
efforts to collect any amount due under this Note, or to enforce the  provisions
of any of the other Loan Documents,  including  those incurred in  post-judgment
collection  efforts and in any bankruptcy  proceeding  (including any action for
relief from the  automatic  stay of any  bankruptcy  proceeding)  or judicial or
non-judicial foreclosure proceeding.

12.  Forbearance.  Any  forbearance  by Lender in exercising any right or remedy
under  this  Note,  the  Security  Instrument,  or any other  Loan  Document  or
otherwise  afforded by applicable  law, shall not be a waiver of or preclude the
exercise of that or any other right or remedy.  The  acceptance by Lender of any
payment after the due date of such  payment,  or in an amount which is less than
the required payment,  shall not be a waiver of Lender's right to require prompt
payment  when due of all other  payments or to exercise any right or remedy with
respect to any  failure to make  prompt  payment.  Enforcement  by Lender of any
security for  Borrower's  obligations  under this Note shall not  constitute  an
election by Lender of remedies so as to preclude the exercise of any other right
or remedy available to Lender.

13.  Waivers.  Presentment,  demand,  notice  of  dishonor,  protest,  notice of
acceleration,  notice of intent to demand or  accelerate  payment  or  maturity,
presentment  for  payment,  notice  of  nonpayment,   grace,  and  diligence  in
collecting  the  Indebtedness  are  waived by  Borrower  and all  endorsers  and
guarantors of this Note and all other third party obligors.

14. Loan Charges. Neither this Note nor any of the other Loan Documents shall be
construed  to create a contract for the use,  forbearance  or detention of money
requiring  payment of interest at a rate greater than the maximum  interest rate
permitted to be charged under applicable law. If any applicable law limiting the
amount of interest or other charges  permitted to be collected  from Borrower in
connection  with the Loan is  interpreted  so that any  interest or other charge
provided for in any Loan  Document,  whether  considered  separately or together
with other charges  provided for in any other Loan Document,  violates that law,
and Borrower is entitled to the benefit of that law,  that interest or charge is
hereby reduced to the extent necessary to eliminate that violation. The amounts,
if any,  previously  paid to Lender in excess of the permitted  amounts shall be
applied by Lender to reduce the unpaid  principal  balance of this Note. For the
purpose  of  determining  whether  any  applicable  law  limiting  the amount of
interest or other  charges  permitted  to be  collected  from  Borrower has been
violated,  all  Indebtedness  that  constitutes  interest,  as well as all other
charges made in connection with the Indebtedness that constitute interest, shall
be deemed to be allocated  and spread  ratably over the stated term of the Note.
Unless otherwise required by applicable law, such allocation and spreading shall
be  effected  in such a manner  that the rate of interest so computed is uniform
throughout the stated term of the Note.

15.  Commercial  Purpose.  Borrower  represents  that the  Indebtedness is being
incurred  by  Borrower  solely for the  purpose  of  carrying  on a business  or
commercial enterprise,  and not for personal, family, household, or agricultural
purposes.

16.  Counting  of  Days.  Except  where  otherwise  specifically  provided,  any
reference in this Note to a period of "days" means  calendar  days, not Business
Days.

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

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

19.   Notices;   Written   Modifications.   All   notices,   demands  and  other
communications  required or permitted to be given by Lender to Borrower pursuant
to this  Note  shall be given in  accordance  with  Section  31 of the  Security
Instrument.  Any  modification  or amendment  to this Note shall be  ineffective
unless  in  writing  signed  by  the  party  sought  to  be  charged  with  such
modification or amendment;  provided,  however,  that in the event of a Transfer
under  the  terms  of  the  Security  Instrument,  any  or  some  or  all of the
Modifications  to Multifamily Note may be modified or rendered void by Lender at
Lender's option by notice to Borrower/transferee.

20. Consent to  Jurisdiction  and Venue.  Borrower  agrees that any  controversy
arising under or in relation to this Note shall be litigated  exclusively in the
jurisdiction  in which the Land is located (the  "Property  Jurisdiction").  The
state and federal  courts and  authorities  with  jurisdiction  in the  Property
Jurisdiction  shall have exclusive  jurisdiction  over all  controversies  which
shall arise under or in relation to this Note. Borrower  irrevocably consents to
service,  jurisdiction,  and venue of such  courts for any such  litigation  and
waives  any other  venue to which it might be  entitled  by virtue of  domicile,
habitual residence or otherwise.

21. WAIVER OF TRIAL BY JURY.  BORROWER AND LENDER EACH (A) AGREES NOT TO ELECT A
TRIAL  BY JURY  WITH  RESPECT  TO ANY  ISSUE  ARISING  OUT OF  THIS  NOTE OR THE
RELATIONSHIP BETWEEN THE PARTIES AS LENDER AND BORROWER THAT IS TRIABLE OF RIGHT
BY A JURY AND (B) WAIVES  ANY RIGHT TO TRIAL BY JURY WITH  RESPECT TO SUCH ISSUE
TO THE EXTENT THAT ANY SUCH RIGHT  EXISTS NOW OR IN THE  FUTURE.  THIS WAIVER OF
RIGHT  TO  TRIAL  BY JURY IS  SEPARATELY  GIVEN  BY EACH  PARTY,  KNOWINGLY  AND
VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.

      ATTACHED EXHIBIT.  The following Exhibit is attached to this Note:

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

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

                                    SHELTER PROPERTIES V LIMITED PARTNERSHIP, a
                                       South Carolina limited partnership

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



                                          By:  ________________________________
                                              Patti K. Fielding
                                              Senior Vice President


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





PAY TO THE ORDER OF ___________________
________________, WITHOUT RECOURSE, THIS ____ DAY
OF _________, 2001.


GMAC COMMERCIAL MORTGAGE CORPORATION, a
   California corporation



By:  _______________________________
    Donald W. Marshall
    Vice President


<PAGE>


                                    EXHIBIT A

                        MODIFICATIONS TO MULTIFAMILY NOTE


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

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

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

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

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

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

Last revised 11/00

<PAGE>

                                                                Exhibit 10(iii)p
                                    EXHIBIT C

                                                      FHLMC Loan No. 002544555
                                                 Millhopper Village Apartments

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


US $4,225,000.00                                           As of June 27, 2001


      FOR VALUE RECEIVED, the undersigned ("Borrower") jointly and severally (if
more  than  one)  promises  to pay to the  order  of  GMAC  COMMERCIAL  MORTGAGE
CORPORATION,  a California  corporation,  the  principal sum of Four Million Two
Hundred  Twenty-Five  Thousand  and  00/100  Dollars  (US  $4,225,000.00),  with
interest  on the unpaid  principal  balance at the annual rate of Seven and Four
Hundred Thirty Thousandths percent (7.430%).

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

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

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

(a) Unless  disbursement of principal is made by Lender to Borrower on the first
day of the month,  interest for the period beginning on the date of disbursement
and ending on and including the last day of the month in which such disbursement
is made  shall be  payable  simultaneously  with  the  execution  of this  Note.
Interest  under  this Note  shall be  computed  on the  basis of a 360-day  year
consisting of twelve 30-day months.

(b)  Consecutive  monthly  installments  of principal and interest,  each in the
amount of Thirty-Three  Thousand Eight Hundred Fifty-Five and 70/100 Dollars (US
$33,855.70), shall be payable on the first day of each month beginning on August
1, 2001,  until the entire unpaid  principal  balance  evidenced by this Note is
fully paid.

(c) Any accrued interest remaining past due for 30 days or more may, at Lender's
discretion,  be added to and become  part of the unpaid  principal  balance  and
shall  bear  interest  at the  rate or rates  specified  in this  Note,  and any
reference below to "accrued  interest" shall refer to accrued interest which has
not become part of the unpaid  principal  balance.  Any remaining  principal and
interest  shall be due and  payable  on July 1, 2021 or on any  earlier  date on
which the unpaid  principal  balance of this Note  becomes due and  payable,  by
acceleration or otherwise (the "Maturity  Date").  The unpaid principal  balance
shall  continue to bear interest after the Maturity Date at the Default Rate set
forth in this Note until and including the date on which it is paid in full.

(d) Any regularly  scheduled monthly  installment of principal and interest that
is  received  by Lender  before  the date it is due shall be deemed to have been
received on the due date solely for the purpose of calculating interest due.

4.  Application of Payments.  If at any time Lender  receives,  from Borrower or
otherwise,  any amount  applicable  to the  Indebtedness  which is less than all
amounts due and payable at such time,  Lender may apply that  payment to amounts
then due and  payable in any manner and in any order  determined  by Lender,  in
Lender's  discretion.  Borrower  agrees that neither  Lender's  acceptance  of a
payment  from  Borrower in an amount that is less than all amounts  then due and
payable nor Lender's  application of such payment shall  constitute or be deemed
to  constitute  either  a  waiver  of  the  unpaid  amounts  or  an  accord  and
satisfaction.

5. Security.  The Indebtedness is secured,  among other things, by a multifamily
mortgage, deed to secure debt or deed of trust dated as of the date of this Note
(the "Security  Instrument"),  and reference is made to the Security  Instrument
for other rights of Lender as to collateral for the Indebtedness.

6.  Acceleration.  If an Event of Default has  occurred and is  continuing,  the
entire unpaid principal  balance,  any accrued interest,  the prepayment premium
payable under  Paragraph  10, if any, and all other  amounts  payable under this
Note and any other Loan  Document  shall at once become due and payable,  at the
option of Lender,  without  any prior  notice to  Borrower  (except if notice is
required by applicable  law,  then after such notice).  Lender may exercise this
option to accelerate regardless of any prior forbearance.

7. Late  Charge.  If any  monthly  amount  payable  under this Note or under the
Security  Instrument or any other Loan Document is not received by Lender within
ten (10) days after the amount is due (unless  applicable  law requires a longer
period of time before a late  charge may be imposed,  in which event such longer
period shall be  substituted),  Borrower  shall pay to Lender,  immediately  and
without  demand by Lender,  a late  charge  equal to five  percent  (5%) of such
amount  (unless  applicable  law requires a lesser  amount be charged,  in which
event such lesser amount shall be substituted).  Borrower  acknowledges that its
failure to make timely payments will cause Lender to incur  additional  expenses
in servicing and processing  the loan  evidenced by this Note (the "Loan"),  and
that it is extremely  difficult and  impractical to determine  those  additional
expenses.  Borrower  agrees  that  the  late  charge  payable  pursuant  to this
Paragraph  represents a fair and  reasonable  estimate,  taking into account all
circumstances  existing  on the date of this Note,  of the  additional  expenses
Lender will incur by reason of such late payment.  The late charge is payable in
addition  to,  and not in lieu of, any  interest  payable  at the  Default  Rate
pursuant to Paragraph 8.

8. Default Rate. So long as (a) any monthly  installment under this Note remains
past due for thirty  (30) days or more,  or (b) any other  Event of Default  has
occurred and is continuing,  interest under this Note shall accrue on the unpaid
principal  balance from the earlier of the due date of the first unpaid  monthly
installment or the occurrence of such other Event of Default, as applicable,  at
a rate (the "Default  Rate") equal to the lesser of four (4)  percentage  points
above  the rate  stated  in the first  paragraph  of this  Note and the  maximum
interest rate which may be collected from Borrower under  applicable law. If the
unpaid  principal  balance and all accrued  interest are not paid in full on the
Maturity Date, the unpaid principal  balance and all accrued interest shall bear
interest from the Maturity Date at the Default Rate.  Borrower also acknowledges
that its failure to make timely  payments will cause Lender to incur  additional
expenses in servicing and  processing the Loan,  that,  during the time that any
monthly  installment  under this Note is  delinquent  for more than  thirty (30)
days,  Lender will incur  additional costs and expenses arising from its loss of
the use of the money due and from the adverse impact on Lender's ability to meet
its other  obligations and to take advantage of other investment  opportunities,
and that it is extremely difficult and impractical to determine those additional
costs and expenses.  Borrower also  acknowledges  that, during the time that any
monthly installment under this Note is delinquent for more than thirty (30) days
or any other Event of Default has occurred and is  continuing,  Lender's risk of
nonpayment of this Note will be  materially  increased and Lender is entitled to
be compensated for such increased risk. Borrower agrees that the increase in the
rate of interest  payable under this Note to the Default Rate  represents a fair
and reasonable estimate,  taking into account all circumstances  existing on the
date of this Note,  of the  additional  costs and expenses  Lender will incur by
reason of the  Borrower's  delinquent  payment and the  additional  compensation
Lender is entitled to receive for the increased  risks of nonpayment  associated
with a delinquent loan.

9.    Limits on Personal Liability.

(a) Except as otherwise  provided in this  Paragraph 9,  Borrower  shall have no
personal  liability  under this Note, the Security  Instrument or any other Loan
Document for the repayment of the  Indebtedness  or for the  performance  of any
other  obligations  of Borrower  under the Loan  Documents,  and  Lender's  only
recourse for the  satisfaction of the  Indebtedness  and the performance of such
obligations  shall be Lender's  exercise of its rights and remedies with respect
to the Mortgaged  Property and any other  collateral  held by Lender as security
for the Indebtedness. This limitation on Borrower's liability shall not limit or
impair  Lender's  enforcement  of  its  rights  against  any  guarantor  of  the
Indebtedness or any guarantor of any obligations of Borrower.

(b) Borrower shall be personally liable to Lender for the repayment of a portion
of the Indebtedness equal to zero percent (0%) of the original principal balance
of this Note,  plus any other amounts for which Borrower has personal  liability
under this Paragraph 9.

(c) In addition to Borrower's  personal liability under Paragraph 9(b), Borrower
shall be personally  liable to Lender for the repayment of a further  portion of
the  Indebtedness  equal to any loss or damage suffered by Lender as a result of
(1) failure of  Borrower to pay to Lender upon demand  after an Event of Default
all  Rents to which  Lender  is  entitled  under  Section  3(a) of the  Security
Instrument  and the amount of all security  deposits  collected by Borrower from
tenants  then in  residence;  (2)  failure of  Borrower  to apply all  insurance
proceeds and condemnation  proceeds as required by the Security  Instrument;  or
(3)  failure of Borrower to comply  with  Section  14(d) or (e) of the  Security
Instrument relating to the delivery of books and records, statements,  schedules
and reports.

(d) For purposes of determining  Borrower's  personal  liability under Paragraph
9(b) and Paragraph  9(c), all payments made by Borrower or any guarantor of this
Note with respect to the  Indebtedness  and all amounts  received by Lender from
the  enforcement  of its rights under the Security  Instrument  shall be applied
first to the  portion of the  Indebtedness  for which  Borrower  has no personal
liability.

(e) Borrower shall become  personally  liable to Lender for the repayment of all
of the  Indebtedness  upon the  occurrence  of any of the  following  Events  of
Default: (1) Borrower's acquisition of any property or operation of any business
not  permitted  by  Section  33 of  the  Security  Instrument;  (2)  a  Transfer
(including,  but not  limited  to,  a lien or  encumbrance)  that is an Event of
Default  under  Section  21 of the  Security  Instrument,  other than a Transfer
consisting  solely of the  involuntary  removal or  involuntary  withdrawal of a
general  partner in a limited  partnership  or a manager in a limited  liability
company; or (3) fraud or written material  misrepresentation  by Borrower or any
officer,  director,  partner,  member or employee of Borrower in connection with
the  application  for or  creation  of the  Indebtedness  or any request for any
action or consent by Lender.

(f) In addition to any personal  liability for the Indebtedness,  Borrower shall
be  personally  liable to Lender for (1) the  performance  of all of  Borrower's
obligations   under  Section  18  of  the  Security   Instrument   (relating  to
environmental  matters);  (2) the costs of any audit under  Section 14(d) of the
Security  Instrument;  and (3) any  costs  and  expenses  incurred  by Lender in
connection  with the  collection of any amount for which  Borrower is personally
liable under this  Paragraph  9,  including  fees and out of pocket  expenses of
attorneys and expert witnesses and the costs of conducting any independent audit
of Borrower's  books and records to determine the amount for which  Borrower has
personal liability.

(g) To the extent that Borrower has personal  liability  under this Paragraph 9,
Lender may exercise its rights  against  Borrower  personally  without regard to
whether  Lender has exercised any rights  against the Mortgaged  Property or any
other  security,  or pursued any rights  against any  guarantor,  or pursued any
other rights available to Lender under this Note, the Security  Instrument,  any
other Loan  Document or  applicable  law. For purposes of this  Paragraph 9, the
term "Mortgaged Property" shall not include any funds that (1) have been applied
by Borrower as required or  permitted by the  Security  Instrument  prior to the
occurrence  of an  Event of  Default  or (2)  Borrower  was  unable  to apply as
required  or  permitted  by the  Security  Instrument  because of a  bankruptcy,
receivership, or similar judicial proceeding. To the fullest extent permitted by
applicable  law, in any action to enforce  Borrower's  personal  liability under
this  Paragraph  9,  Borrower  waives  any  right  to set off the  value  of the
Mortgaged Property against such personal liability.

10.   Voluntary and Involuntary Prepayments.

(a) A prepayment premium shall be payable in connection with any prepayment (any
receipt by Lender of  principal,  other than  principal  required  to be paid in
monthly installments pursuant to Paragraph 3(b), prior to the scheduled Maturity
Date set forth in Paragraph 3(c)) under this Note as provided below:

(1) Borrower may voluntarily  prepay all of the unpaid principal balance of this
Note on a Business Day  designated as the date for such  prepayment in a written
notice from  Borrower to Lender given at least 30 days prior to the date of such
prepayment.  Such prepayment shall be made by paying (A) the amount of principal
being prepaid,  (B) all accrued  interest,  (C) all other sums due Lender at the
time of such prepayment,  and (D) the prepayment premium calculated  pursuant to
Paragraph  10(c).  For all  purposes  including  the  accrual of  interest,  any
prepayment received by Lender on any day other than the last calendar day of the
month  shall be deemed to have been  received on the last  calendar  day of such
month.  For purposes of this Note,  a "Business  Day" means any day other than a
Saturday,  Sunday  or any other  day on which  Lender is not open for  business.
Unless expressly provided for in the Loan Documents, Borrower shall not have the
option to  voluntarily  prepay  less than all of the unpaid  principal  balance.
However,  if a partial  prepayment  is provided for in the Loan  Documents or is
accepted by Lender in  Lender's  discretion,  a  prepayment  premium  calculated
pursuant to Paragraph 10(c) shall be due and payable by Borrower.

(2) Upon  Lender's  exercise  of any  right of  acceleration  under  this  Note,
Borrower shall pay to Lender, in addition to the entire unpaid principal balance
of this  Note  outstanding  at the  time of the  acceleration,  (A) all  accrued
interest  and  all  other  sums  due  Lender,  and (B)  the  prepayment  premium
calculated pursuant to Paragraph 10(c).

(3) Any  application  by  Lender  of any  collateral  or other  security  to the
repayment of any portion of the unpaid  principal  balance of this Note prior to
the  Maturity  Date and in the absence of  acceleration  shall be deemed to be a
partial prepayment by Borrower, requiring the payment to Lender by Borrower of a
prepayment premium.

(b)  Notwithstanding  the provisions of Paragraph  10(a), no prepayment  premium
shall be payable with respect to (A) any prepayment  made during the period from
one  hundred  eighty  (180)  days  before  the  scheduled  Maturity  Date to the
scheduled  Maturity  Date,  or (B) any  prepayment  occurring as a result of the
application of any insurance  proceeds or condemnation  award under the Security
Instrument.

(c) Any prepayment premium payable under this Note shall be computed as follows:

            (1) If the  prepayment is made between the date of this Note and the
date  that is 180  months  after  the  first  day of the  first  calendar  month
following the date of this Note (the "Yield Maintenance Period"), the prepayment
premium shall be whichever is the greater of subparagraphs (i) and (ii) below:

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

            (ii)  the product obtained by multiplying:

                  (A) the amount of principal  being prepaid,  by (B) the excess
                  (if any) of the Monthly Note Rate over the
                           Assumed Reinvestment Rate,
                  by
                  (C)   the Present Value Factor.

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

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

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

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

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

                                  [OBJECT OMITTED]

            n = number of months remaining in Yield Maintenance Period

            ARR = Assumed Reinvestment Rate

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

(d) Any  permitted  or  required  prepayment  of less than the unpaid  principal
balance of this Note shall not extend or postpone the due date of any subsequent
monthly  installments or change the amount of such  installments,  unless Lender
agrees otherwise in writing.

(e) Borrower  recognizes that any prepayment of the unpaid principal  balance of
this Note,  whether  voluntary or  involuntary  or  resulting  from a default by
Borrower,  will result in Lender's incurring loss, including  reinvestment loss,
additional expense and frustration or impairment of Lender's ability to meet its
commitments  to third  parties.  Borrower  agrees to pay to Lender  upon  demand
damages  for the  detriment  caused by any  prepayment,  and  agrees  that it is
extremely  difficult  and  impractical  to ascertain the extent of such damages.
Borrower  therefore  acknowledges  and agrees that the  formula for  calculating
prepayment  premiums set forth in this Note represents a reasonable  estimate of
the damages Lender will incur because of a prepayment.

(f) Borrower further acknowledges that the prepayment premium provisions of this
Note are a material part of the  consideration  for the Loan,  and  acknowledges
that the terms of this Note are in other  respects more favorable to Borrower as
a  result  of the  Borrower's  voluntary  agreement  to the  prepayment  premium
provisions.

11.  Costs and  Expenses.  To the  fullest  extent  allowed by  applicable  law,
Borrower  shall pay all expenses  and costs,  including  fees and  out-of-pocket
expenses  of  attorneys  (including  Lender's  in-house  attorneys)  and  expert
witnesses  and  costs of  investigation,  incurred  by Lender as a result of any
default under this Note or in connection  with efforts to collect any amount due
under  this  Note,  or to  enforce  the  provisions  of any of  the  other  Loan
Documents,  including those incurred in post-judgment  collection efforts and in
any  bankruptcy  proceeding  (including any action for relief from the automatic
stay of any  bankruptcy  proceeding)  or  judicial or  non-judicial  foreclosure
proceeding.

12.  Forbearance.  Any  forbearance  by Lender in exercising any right or remedy
under  this  Note,  the  Security  Instrument,  or any other  Loan  Document  or
otherwise  afforded by applicable  law, shall not be a waiver of or preclude the
exercise of that or any other right or remedy.  The  acceptance by Lender of any
payment after the due date of such  payment,  or in an amount which is less than
the required payment,  shall not be a waiver of Lender's right to require prompt
payment  when due of all other  payments or to exercise any right or remedy with
respect to any  failure to make  prompt  payment.  Enforcement  by Lender of any
security for  Borrower's  obligations  under this Note shall not  constitute  an
election by Lender of remedies so as to preclude the exercise of any other right
or remedy available to Lender.

13.  Waivers.  Presentment,  demand,  notice  of  dishonor,  protest,  notice of
acceleration,  notice of intent to demand or  accelerate  payment  or  maturity,
presentment  for  payment,  notice  of  nonpayment,   grace,  and  diligence  in
collecting  the  Indebtedness  are  waived by  Borrower  and all  endorsers  and
guarantors of this Note and all other third party obligors.

14. Loan Charges. Neither this Note nor any of the other Loan Documents shall be
construed  to create a contract for the use,  forbearance  or detention of money
requiring  payment of interest at a rate greater than the maximum  interest rate
permitted to be charged under applicable law. If any applicable law limiting the
amount of interest or other charges  permitted to be collected  from Borrower in
connection  with the Loan is  interpreted  so that any  interest or other charge
provided for in any Loan  Document,  whether  considered  separately or together
with other charges  provided for in any other Loan Document,  violates that law,
and Borrower is entitled to the benefit of that law,  that interest or charge is
hereby reduced to the extent necessary to eliminate that violation. The amounts,
if any,  previously  paid to Lender in excess of the permitted  amounts shall be
applied by Lender to reduce the unpaid  principal  balance of this Note. For the
purpose  of  determining  whether  any  applicable  law  limiting  the amount of
interest or other  charges  permitted  to be  collected  from  Borrower has been
violated,  all  Indebtedness  that  constitutes  interest,  as well as all other
charges made in connection with the Indebtedness that constitute interest, shall
be deemed to be allocated  and spread  ratably over the stated term of the Note.
Unless otherwise required by applicable law, such allocation and spreading shall
be  effected  in such a manner  that the rate of interest so computed is uniform
throughout the stated term of the Note.

15.   Commercial  Purpose.  Borrower represents that the Indebtedness is being
incurred  by  Borrower  solely for the  purpose of  carrying  on a business or
commercial   enterprise,   and  not  for   personal,   family,   household  or
agricultural purposes.

16.   Counting of Days.  Except where  otherwise  specifically  provided,  any
reference  in this  Note to a  period  of  "days"  means  calendar  days,  not
Business Days.

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

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

19.   Notices;   Written   Modifications.   All   notices,   demands  and  other
communications  required or permitted to be given by Lender to Borrower pursuant
to this  Note  shall be given in  accordance  with  Section  31 of the  Security
Instrument.  Any  modification  or amendment  to this Note shall be  ineffective
unless  in  writing  signed  by  the  party  sought  to  be  charged  with  such
modification or amendment;  provided,  however,  that in the event of a Transfer
under  the  terms  of  the  Security  Instrument,  any  or  some  or  all of the
Modifications  to Multifamily Note may be modified or rendered void by Lender at
Lender's option by notice to Borrower/transferee.

20. Consent to  Jurisdiction  and Venue.  Borrower  agrees that any  controversy
arising under or in relation to this Note shall be litigated  exclusively in the
jurisdiction  in which the Land is located (the  "Property  Jurisdiction").  The
state and federal  courts and  authorities  with  jurisdiction  in the  Property
Jurisdiction  shall have exclusive  jurisdiction  over all  controversies  which
shall arise under or in relation to this Note. Borrower  irrevocably consents to
service,  jurisdiction,  and venue of such  courts for any such  litigation  and
waives  any other  venue to which it might be  entitled  by virtue of  domicile,
habitual residence or otherwise.

21. WAIVER OF TRIAL BY JURY.  BORROWER AND LENDER EACH (A) AGREES NOT TO ELECT A
TRIAL  BY JURY  WITH  RESPECT  TO ANY  ISSUE  ARISING  OUT OF  THIS  NOTE OR THE
RELATIONSHIP BETWEEN THE PARTIES AS LENDER AND BORROWER THAT IS TRIABLE OF RIGHT
BY A JURY AND (B) WAIVES  ANY RIGHT TO TRIAL BY JURY WITH  RESPECT TO SUCH ISSUE
TO THE EXTENT THAT ANY SUCH RIGHT  EXISTS NOW OR IN THE  FUTURE.  THIS WAIVER OF
RIGHT  TO  TRIAL  BY JURY IS  SEPARATELY  GIVEN  BY EACH  PARTY,  KNOWINGLY  AND
VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.

      ATTACHED EXHIBIT.  The following Exhibit is attached to this Note:

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

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



<PAGE>


                                    SHELTER PROPERTIES V LIMITED PARTNERSHIP,
                                      a South Carolina limited partnership

                                    By:  Shelter   Realty  V  Corporation,   a
                                        South  Carolina   corporation,   doing
                                        business in Florida as Shelter  Realty
                                        V Corporation of South  Carolina,  its
                                        general partner




                                        By:  ______________________
                                            Patti K. Fielding
                                            Senior Vice President



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







<PAGE>


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

GMAC COMMERCIAL MORTGAGE
   CORPORATION, a California
   corporation



By:_________________________________
   Donald W. Marshall
   Vice President


<PAGE>


                                    EXHIBIT A

                        MODIFICATIONS TO MULTIFAMILY NOTE
                        Modifications to Multifamily Note

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

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

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

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

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

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