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

                                  Form 10-QSB/A

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

                 For the quarterly period ended September 30, 2002


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


              For the transition period from __________ to __________

                         Commission file number 0-11574

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



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

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

                    Issuer's telephone number (864) 239-1000


The issuer  recently  discovered  that it had  inadvertently  omitted  conformed
signatures on certain certifications included in its 10-QSB filing made November
14, 2002.  Original  signatures were complete and on file with the issuer at the
time the 10-QSB filing was made in November;  however,  due to a clerical error,
conformed  signatures were not included in the electronic filing. This amendment
is being filed solely to correct this inadvertent clerical error.

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS



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

                               September 30, 2002

<TABLE>
<CAPTION>


Assets
<S>                                                                         <C>
   Cash and cash equivalents                                                $ 1,203
   Receivables and deposits                                                      237
   Restricted escrows                                                            422
   Other assets                                                                1,533
   Investment properties:
      Land                                                   $  4,054
      Buildings and related personal property                  82,210
                                                               86,264
      Less accumulated depreciation                           (52,506)        33,758
                                                                            $ 37,153

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 111
   Tenant security deposit liabilities                                           295
   Accrued property taxes                                                        520
   Other liabilities                                                             936
   Mortgage notes payable                                                     47,013

Partners' Deficit
   General partners                                          $   (378)
   Limited partners (52,538 units
      issued and outstanding)                                 (11,344)       (11,722)
                                                                            $ 37,153


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>


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


<TABLE>
<CAPTION>

                                          Three Months Ended      Nine Months Ended
                                            September 30,           September 30,
                                           2002       2001        2002        2001
                                                   (Restated)              (Restated)
Revenues:
<S>                                      <C>         <C>         <C>         <C>
   Rental income                         $ 3,206     $ 3,315     $ 9,817     $ 9,868
   Other income                              356         238       1,065         951
   Casualty gain                              17          --         393         121
      Total revenues                       3,579       3,553      11,275      10,940

Expenses:
   Operating                               1,334       1,594       4,129       4,401
   General and administrative                129         147         391         425
   Depreciation                              785         725       2,395       2,199
   Interest                                  906         930       2,730       2,501
   Property taxes                            236         235         725         664
      Total expenses                       3,390       3,631      10,370      10,190

      Net income (loss)                   $ 189       $ (78)      $ 905       $ 750

Net income (loss) allocated to
   general partners (1%)                   $ 2        $ (1)        $ 9         $ 8
Net income (loss) allocated to
   limited partners (99%)                    187         (77)        896         742

                                          $ 189       $ (78)      $ 905       $ 750
Net income (loss) per limited
  partnership unit                        $ 3.56     $ (1.47)    $ 17.05     $ 14.12

Distributions per limited
   partnership unit                        $ --      $ 75.94     $119.23     $106.53


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>




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


<TABLE>
<CAPTION>

                                        Limited
                                       Partnership    General     Limited
                                          Units       Partners   Partners     Total

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

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

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

Net income for the nine months
   ended September 30, 2002                   --           9          896         905

Partners' deficit at
  September 30, 2002                      52,538     $  (378)    $(11,344)  $(11,722)


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>



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

<TABLE>
<CAPTION>

                                                              Nine Months Ended
                                                                 September 30,
                                                                 2002      2001
Cash flows from operating activities:
<S>                                                          <C>         <C>
  Net income                                                 $   905     $   750
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Casualty gain                                             (393)       (121)
      Depreciation                                             2,395       2,199
      Amortization of discounts and loan costs                    63          81
      Loss on early extinguishment of debt                        --         112
      Change in accounts:
          Receivables and deposits                               291         371
          Other assets                                          (105)       (125)
          Accounts payable                                       (20)       (247)
          Tenant security deposit liabilities                     10           7
          Accrued property taxes                                 235         240
          Other liabilities                                      238         (39)
             Net cash provided by operating activities         3,619       3,228
Cash flows from investing activities:
  Property improvements and replacements                      (2,568)     (4,844)
  Net withdrawals from (deposits to) restricted escrows          397        (204)
  Settlement for defective property improvements                  --         153
  Insurance proceeds received                                    545         121
             Net cash used in investing activities            (1,626)     (4,774)
Cash flows from financing activities:
  Payments on mortgage notes payable                            (871)       (593)
  Loan costs paid                                                 (4)       (852)
  Proceeds from mortgage notes payable                            --      19,392
  Repayment of mortgage notes payable                             --     (12,000)
  Advance from Corporate General Partner                          --         253
  Repayment of advance from Corporate General Partner             --        (253)
  Distributions to partners                                   (6,316)     (5,654)
             Net cash (used in) provided by financing
               activities                                     (7,191)        293

Net decrease in cash and cash equivalents                     (5,198)     (1,253)

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

Cash and cash equivalents at end of period                   $ 1,203     $ 1,291

Supplemental disclosure of cash flow information:
  Cash paid for interest                                     $ 2,530     $ 2,311

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


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>

                              SHELTER PROPERTIES V
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

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

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

Note B - Reconciliation of Cash Flows

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

                                                      Nine Months Ended
                                                        September 30,
                                                       (in thousands)
                                                       2002       2001

         Net cash provided by operating activities   $ 3,619    $ 3,228
         Payments on mortgage notes payable             (871)      (593)
         Property improvements and replacements       (2,568)    (4,844)
         Change in restricted escrows, net               397       (204)
         Changes in reserves for net operating
            liabilities                                 (649)      (207)
         Releases from reserves                           72      3,531

            Net cash from operations                   $ --      $ 911

For the nine months ended  September 30, 2002 and 2001,  the  Corporate  General
Partner  released  previously  reserved  funds  of  approximately   $72,000  and
$3,531,000, respectively.

Note C - Transactions with Affiliated Parties

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

During the nine months  ended  September  30, 2002 and 2001,  affiliates  of the
Corporate General Partner were entitled to receive 5% of gross receipts from all
of the Registrant's  properties for providing property management services.  The
Registrant paid to such affiliates  approximately  $555,000 and $545,000 for the
nine months ended September 30, 2002 and 2001, respectively,  which are included
in operating expenses.

Affiliates  of  the  Corporate   General  Partner   received   reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $508,000 and
$1,484,000 for the nine months ended September 30, 2002 and 2001,  respectively.
Included in these amounts are fees related to construction  management  services
provided by an  affiliate  of the  Corporate  General  Partner of  approximately
$212,000 and $1,182,000  for the nine months ended  September 30, 2002 and 2001,
respectively. The construction management service fees are calculated based on a
percentage  of current  additions to  investment  properties.  These amounts are
included in general and administrative expenses and investment properties.

For  services  provided  in  connection  with  the  refinancing  of  five of the
Partnership's investment properties between October 1999 and September 2001, the
Corporate General Partner was paid approximately $364,000 during the nine months
ended September 30, 2001. These costs were capitalized and are included in other
assets.

In accordance  with the  Partnership  Agreement,  the Corporate  General Partner
loaned  the  Partnership  funds to cover  reconstruction  expense  at Tar  River
Estates Apartments during the nine months ended September 30, 2001 in the amount
of $253,000.  Interest was accrued at the prime rate plus 2%.  Interest  expense
was  approximately  $3,000 for the nine months ended September 30, 2001.  During
the nine months ended  September  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". There
were no loans from the Corporate General Partner or associated  interest expense
during the nine months ended September 30, 2002.

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

Note D - Casualty Events

In June 2002,  Foxfire  Apartments  experienced a fire, causing damage to twelve
units. The property  incurred  damages of approximately  $515,000 as a result of
the fire.  During the three months ended  September  30, 2002,  the  Partnership
received insurance  proceeds of approximately  $100,000 as an advance payment on
the insurance claim to cover emergency repairs.

In September 2001,  Lexington Green  Apartments was damaged by a tropical storm.
There was  extensive  damage to two units in  addition  to 36 units  with  minor
damage.  The property  incurred damages of approximately  $69,000 as a result of
the  storm.   During  the  fourth  quarter  of  2001,   insurance   proceeds  of
approximately  $52,000 were received to cover the damage to the property,  which
were  held  on  deposit  with  the  mortgage  lender.   After  writing  off  the
undepreciated costs of the damaged units, the Partnership  recognized a casualty
gain of  approximately  $33,000 during the year ended December 31, 2001.  During
the nine months ended September 30, 2002,  insurance  proceeds of  approximately
$69,000 were received by the  Partnership,  which  included the proceeds held on
deposit with the mortgage lender.  The additional  insurance  proceeds  received
resulted in an additional  casualty gain of  approximately  $17,000 for the nine
months ended September 30, 2002.

In August 2001, there was a fire at Foxfire  Apartments which damaged ten units.
The  property  incurred  damages  of  approximately  $259,000  and lost rents of
approximately  $22,000 as a result of the fire.  During  the  fourth  quarter of
2001,  insurance  proceeds of approximately  $22,000 were received to cover lost
rents and approximately $202,000 to cover damage to the property.  After writing
off the  undepreciated  cost of the damaged units, the Partnership  recognized a
casualty gain of approximately $102,000 during the fourth quarter of 2001.

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

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

Note E - Refinancing and Loss on Early Extinguishment of Debt

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

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

For the nine months ended September 30, 2002 and 2001, the Partnership  incurred
additional  loan costs,  which were  capitalized,  of  approximately  $4,000 and
$189,000,  respectively.  These costs related to the December 2001  financing of
Tar River and the 1999 and 2000 fourth  quarter  refinancings  of The  Lexington
Green Apartments, Foxfire Apartments and Old Salem Apartments.


<PAGE>

Note F - Distributions

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

<TABLE>
<CAPTION>

                              Nine Months        Per        Nine Months       Per
                                 Ended         Limited         Ended        Limited
                             September 30,   Partnership   September 30,  Partnership
                                 2002            Unit           2001          Unit

<S>                             <C>             <C>            <C>           <C>
Financing Proceeds (1)          $3,785          $ 72.05        $   --        $    --
Sale Proceeds (2)                2,479            47.18            --             --
Refinancing proceeds (3)            --               --         3,990          75.94
Other (4)                           52               --            41             --
Operations                          --               --         1,623          30.59
   Total                        $6,316          $119.23        $5,654        $106.53
</TABLE>

(1)   From  proceeds  from  the new  financing  obtained  on Tar  River  Estates
      Apartments in December 2001.
(2)   From  remaining  proceeds  from the sale of a portion of land at Tar River
      Estates Apartments in October 2001.
(3)   From proceeds from the  refinancings  of Lake Johnson Mews  Apartments and
      Millhopper  Apartments in June 2001,  and Woodland  Village  Apartments in
      August 2001.
(4)   Distribution to the general partner of the majority owned sub-tier limited
      partnership  in  connection  with the  transfer of funds from the majority
      owned sub-tier limited partnership to the Partnership.

Note G - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its Corporate  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition  of interests  in certain  Corporate  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged  into AIMCO.  The  plaintiffs  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Corporate General Partner filed a motion seeking dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended complaint.  The Corporate General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Corporate  General Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Corporate  General  Partner and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Corporate General Partner and affiliated defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.  The  Corporate  General  Partner  and  affiliated
defendants  oppose the motion.  On April 29,  2002,  the Court held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the current trial date of
January 13, 2003 (as well as the  pre-trial  and  discovery  cut-off  dates) and
stayed the case in its entirety through November 7, 2002 so that the parties can
have an  opportunity  to discuss  settlement.  On October  30,  2002,  the court
entered an order extending the stay in effect through January 10, 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Corporate  General Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the complaint. The parties are currently in the midst of briefing that appeal.

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

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

<PAGE>

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

The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for forward-looking  statements in certain circumstances.  The matters discussed
in this report contain certain forward-looking  statements,  including,  without
limitation,  statements regarding future financial performance and the effect of
government regulations. The discussions of the Registrant's business and results
of operations,  including forward-looking statements pertaining to such matters,
do not take into account the effects of any changes to the Registrant's business
and  results of  operations.  Actual  results may differ  materially  from those
described in the forward-looking statements and will be affected by a variety of
risks and factors  including,  without  limitation:  national and local economic
conditions; the terms of governmental regulations that affect the Registrant and
interpretations of those regulations;  the competitive  environment in which the
Registrant  operates;  financing risks,  including the risk that cash flows from
operations  may be  insufficient  to meet  required  payments of  principal  and
interest;  real estate risks, including variations of real estate values and the
general  economic  climate in local markets and  competition for tenants in such
markets; and possible environmental liabilities. Readers should carefully review
the Registrant's financial statements and the notes thereto, as well as the risk
factors  described in the documents the Registrant  files from time to time with
the Securities and Exchange Commission.

The Partnership's  investment  properties consist of seven apartment  complexes.
The following  table sets forth the average  occupancy of the properties for the
nine months ended September 30, 2002 and 2001:

                                                        September 30,
                  Property                              2002     2001

                  Foxfire Apartments
                     Atlanta, Georgia (2)               90%       94%

                  Old Salem Apartments
                     Charlottesville, Virginia          97%       97%

                  Woodland Village Apartments
                     Columbia, South Carolina (4)       90%       94%

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

                  The Lexington Green Apartments
                     Sarasota, Florida                  96%       96%

                  Millhopper Village Apartments
                     Gainesville, Florida               96%       94%

                  Tar River Estates Apartments
                     Greenville, North Carolina (1)     86%       66%


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

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

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

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

Results of Operations

The  Partnership's  net income for the three and nine months ended September 30,
2002 was approximately $189,000 and $905,000, respectively, as compared to a net
loss of approximately  $78,000 for the three months ended September 30, 2001 and
net income of  approximately  $750,000 for the nine months ended  September  30,
2001.  The increase in net income for the three months ended  September 30, 2002
is due to a decrease in total  expenses and an increase in total  revenues.  The
increase in net income for the nine months ended September 30, 2002 is due to an
increase in total revenues,  partially  offset by an increase in total expenses.
The  increase  in total  revenues  for  both the  three  and nine  months  ended
September  30, 2002 is due to an increase in other income and an increase in the
recognition of casualty gains,  partially offset by a decrease in rental income.
Other income increased primarily due to increases in utility  reimbursements and
lease cancellation fees, partially offset by a decrease in interest income, as a
result of lower cash balances in interest  bearing  accounts.  The casualty gain
recognized  during the nine months ended  September  30, 2002 is a result of the
casualties at Tar River Estates  Apartments and The Lexington  Green  Apartments
(as discussed below).  The casualty gain recognized during the nine months ended
September  30, 2001 is a result of the casualty at Woodland  Village  Apartments
(as  discussed  below).  Rental income  decreased  primarily due to decreases in
occupancy at two of the  Partnership's  investment  properties and a decrease in
the average rental rate at five of the Partnership's investment properties,  and
increases in bad debt expense and  concessions,  partially offset by an increase
in  occupancy  at three of the  investment  properties  and an  increase  in the
average rental rate at two of the investment properties.

Total  expenses  decreased for the three months ended  September 30, 2002 due to
decreases in  operating,  general and  administrative,  and  interest  expenses,
partially  offset  by  an  increase  in  depreciation  expense.  Total  expenses
increased  for the nine months  ended  September  30, 2002 due to  increases  in
depreciation,  interest and property tax expenses, partially offset by decreases
in  operating  and  general  and  administrative  expenses.  Operating  expenses
decreased for both periods primarily due to decreases in maintenance and payroll
related  expenses,  and insurance expense as a result of a decrease at Tar River
due to  decreased  units,  and a  decrease  in  utility  expenses  at Old  Salem
Apartments.  The  decrease in  operating  expenses  was  partially  offset by an
increase in  advertising  expense at most of the  properties.  Interest  expense
decreased for the three months ended  September 30, 2002 due to the  recognition
of a loss on the early  extinguishment of debt at Woodland Village Apartments in
2001  (as  discussed  in  "Liquidity  and  Capital  Resources"),  and  scheduled
principal   payments  made  on  the  mortgages   encumbering  the  Partnership's
properties,  which reduced the carrying  balance of the loans.  Interest expense
increased  for the nine months  ended  September  30,  2002 at Woodland  Village
Apartments,  Millhopper Village Apartments, Lake Johnson Mews Apartments and Tar
River  Estates  Apartments as a result of an increase in their  respective  loan
balances due to refinancings in 2001. In addition,  interest  expense  increased
for Tar River  Estates  Apartments  as a result of a portion of  interest  costs
being  capitalized  during 2001. The increase in interest  expense was partially
offset  by the  recognition  of a loss on the  early  extinguishment  of debt at
Woodland Village  Apartments,  Millhopper Village  Apartments,  and Lake Johnson
Mews  Apartments  in 2001 (as  discussed  below).  The  increase in property tax
expense for the nine months  ended  September  30, 2002 is  primarily  due to an
increase  in  the  assessed  value  at  five  of  the  Partnership's  investment
properties.  Property  tax expense  remained  relatively  constant for the three
months ended September 30, 2002.  Depreciation  expense  increased at all of the
Partnership's  investment  properties as a result of property  improvements  and
replacements placed into service during the past twelve months.

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

In June 2002,  Foxfire  Apartments  experienced a fire, causing damage to twelve
units. The property  incurred  damages of approximately  $515,000 as a result of
the fire.  During the three months ended  September  30, 2002,  the  Partnership
received insurance  proceeds of approximately  $100,000 as an advance payment on
the insurance claim to cover emergency repairs.

In September 2001,  Lexington Green  Apartments was damaged by a tropical storm.
There was  extensive  damage to two units in  addition  to 36 units  with  minor
damage.  The property  incurred damages of approximately  $69,000 as a result of
the  storm.   During  the  fourth  quarter  of  2001,   insurance   proceeds  of
approximately  $52,000 were received to cover the damage to the property,  which
were  held  on  deposit  with  the  mortgage  lender.   After  writing  off  the
undepreciated costs of the damaged units, the Partnership  recognized a casualty
gain of  approximately  $33,000 during the year ended December 31, 2001.  During
the nine months ended September 30, 2002,  insurance  proceeds of  approximately
$69,000 were received by the  Partnership,  which  included the proceeds held on
deposit with the mortgage lender.  The additional  insurance  proceeds  received
resulted in an additional  casualty gain of  approximately  $17,000 for the nine
months ended September 30, 2002.

In August 2001, there was a fire at Foxfire  Apartments which damaged ten units.
The  property  incurred  damages  of  approximately  $259,000  and lost rents of
approximately  $22,000 as a result of the fire.  During  the  fourth  quarter of
2001,  insurance  proceeds of approximately  $22,000 were received to cover lost
rents and approximately $202,000 to cover damage to the property.  After writing
off the  undepreciated  cost of the damaged units, the Partnership  recognized a
casualty gain of approximately $102,000 during the fourth quarter of 2001.

In September  1999, Tar River Estates  Apartments was damaged by severe flooding
which affected certain areas of North Carolina. The property incurred damages of
approximately  $6,323,000  as a result of this  flooding.  During 2000 and 2001,
insurance proceeds of approximately $5,316,000 were received to cover lost rents
and  damage to the  property,  resulting  in a  casualty  gain of  approximately
$1,662,000 in 2000. In addition,  the  Partnership  negotiated an agreement with
the city of  Greenville,  North  Carolina,  whereby  a  portion  of the land was
condemned  and sold to the city on October 17, 2001.  Therefore,  the  apartment
units  previously  located on this land were not  reconstructed.  The  remaining
damaged  units  have  been  completely  reconstructed.  An  additional  gain  of
approximately  $376,000 was recorded  during the nine months ended September 30,
2002 as a result of  receiving  additional  insurance  proceeds.  As part of the
reconstruction  process, the Partnership capitalized the portion of the interest
expense  associated  with the assets under  reconstruction  during 2001. For the
nine months ended September 30, 2001, approximately $95,000 of interest had been
capitalized.

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

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

Liquidity and Capital Resources

At  September  30,  2002,  the  Partnership  had cash and  cash  equivalents  of
approximately $1,203,000,  compared to approximately $1,291,000 at September 30,
2001. The decrease in cash and cash equivalents of approximately  $5,198,000 for
the nine months ended  September 30, 2002,  from the  Partnership's  fiscal year
end, is due to approximately $7,191,000 of cash used in financing activities and
approximately $1,626,000 of cash used in investing activities,  partially offset
by approximately $3,619,000 of cash provided by operating activities.  Cash used
in investing  activities  consisted of property  improvements and  replacements,
partially offset by insurance  proceeds received for the casualties at Tar River
Estates Apartments,  Foxfire Apartments, and Lexington Green Apartments, and net
receipts from escrow accounts  maintained by the mortgage  lender.  Cash used in
financing  activities  consisted of distributions to partners,  and, to a lesser
extent,  payments of principal on the  mortgages  encumbering  the  Registrant's
properties,  and additional loan costs related to the new financing  obtained on
Tar River  Estates  Apartments in December  2001.  The  Partnership  invests its
working capital reserves in interest bearing accounts.

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

Millhopper   Village   Apartments:   For  2002,  the  Partnership  has  budgeted
approximately  $59,000 for capital  improvements,  consisting primarily of floor
covering replacement, appliances and office computers. The Partnership completed
approximately  $37,000 in capital  expenditures at Millhopper Village Apartments
for the nine months  ended  September  30, 2002,  consisting  primarily of floor
covering replacement. These improvements were funded from operations. Additional
improvements may be considered and will depend on the physical  condition of the
property as well as anticipated cash flow generated by the property.

Foxfire  Apartments:  For  2002,  the  Partnership  has  budgeted  approximately
$225,000  for  capital  improvements,  consisting  primarily  of floor  covering
replacement.  The Partnership completed  approximately  $232,000 in budgeted and
non-budgeted  capital  expenditures  at Foxfire  Apartments  for the nine months
ended September 30, 2002,  consisting primarily of construction related to fires
which  occurred  in 2001 and 2000,  plumbing  upgrades,  countertops,  and floor
covering  and  appliance  replacement.   These  improvements  were  funded  from
operations and insurance proceeds. Additional improvements may be considered and
will depend on the physical  condition  of the  property as well as  anticipated
cash flow generated by the property.

Lake  Johnson  Mews   Apartments:   For  2002,  the   Partnership  has  budgeted
approximately $328,000 for capital improvements, consisting primarily of parking
area  improvements,  electrical  upgrades,  structural  improvements,  and floor
covering  replacement.  The  Partnership  completed  approximately  $180,000  in
capital  expenditures  at Lake Johnson Mews Apartments for the nine months ended
September  30, 2002,  consisting  primarily of interior  building  improvements,
structural  upgrades,  and floor covering  replacement.  These improvements were
funded from replacement reserves and operations.  Additional improvements may be
considered and will depend on the physical  condition of the property as well as
anticipated cash flow generated by the property.

Woodland   Village   Apartments:   For  2002,  the   Partnership   has  budgeted
approximately  $112,000 for capital  improvements,  consisting  primarily of air
conditioning  unit  upgrades,  interior  improvements  and  floor  covering  and
appliance  replacements.  The Partnership  completed  approximately  $118,000 in
budgeted and non-budgeted  capital  expenditures at Woodland Village  Apartments
for the nine months ended September 30, 2002,  consisting  primarily of exterior
painting,  structural  improvements,   plumbing  upgrades,  and  floor  covering
replacement.  These  improvements  were funded  from  replacement  reserves  and
operations.  Additional  improvements  may be considered  and will depend on the
physical condition of the property as well as anticipated cash flow generated by
the property.

The  Lexington  Green  Apartments:   For  2002,  the  Partnership  has  budgeted
approximately  $232,000  for  capital  improvements,   consisting  primarily  of
structural  improvements,  plumbing upgrades,  cabinet and air conditioning unit
replacements  and floor  covering and appliance  replacements.  The  Partnership
completed  approximately $174,000 in capital expenditures at The Lexington Green
Apartments for the nine months ended September 30, 2002, consisting primarily of
construction  related to storm damage which occurred in 2001, plumbing upgrades,
fire  safety  upgrades,  and  cabinet  and floor  covering  replacements.  These
improvements  were funded from  operations  and insurance  proceeds.  Additional
improvements may be considered and will depend on the physical  condition of the
property as well as replacement  reserves and anticipated cash flow generated by
the property.

Tar  River  Estates   Apartments:   For  2002,  the   Partnership  has  budgeted
approximately $259,000 for capital improvements, consisting primarily of cabinet
upgrades  and  appliance  and  floor  covering  replacements.   The  Partnership
completed   approximately   $1,394,000  in  budgeted  and  non-budgeted  capital
expenditures at Tar River Estates Apartments for the nine months ended September
30, 2002, consisting primarily of swimming pool and clubhouse construction, roof
replacement,  cabinet  upgrades,  floor  covering  replacement,  and  electrical
upgrades. These improvements were funded from operations and insurance proceeds.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Old Salem  Apartments:  For 2002,  the  Partnership  has budgeted  approximately
$152,000  for  capital  improvements,  consisting  primarily  of floor  covering
replacement.   The  Partnership  completed  approximately  $146,000  in  capital
expenditures  at Old Salem  Apartments  for the nine months ended  September 30,
2002, consisting primarily of swimming pool upgrades,  structural  improvements,
and cabinet and floor covering replacement.  These improvements were funded from
operations.  Additional  improvements  may be considered  and will depend on the
physical condition of the property as well as anticipated cash flow generated by
the property.

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

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

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

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

The remaining  mortgage  indebtedness of approximately  $22,991,000 is amortized
over  varying  periods with  maturity  dates  ranging  from  November 1, 2019 to
January 1, 2021, at which time the loans will be fully amortized.


<PAGE>



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

<TABLE>
<CAPTION>

                              Nine Months        Per        Nine Months       Per
                                 Ended         Limited         Ended        Limited
                             September 30,   Partnership   September 30,  Partnership
                                 2002            Unit           2001          Unit

<S>                <C>          <C>             <C>            <C>           <C>
Financing Proceeds (1)          $3,785          $ 72.05        $   --        $    --
Sale Proceeds (2)                2,479            47.18            --             --
Refinancing proceeds (3)            --               --         3,990          75.94
Other (4)                           52               --            41             --
Operations                          --               --         1,623          30.59
   Total                        $6,316          $119.23        $5,654        $106.53
</TABLE>

(1)   From  proceeds  from  the new  financing  obtained  on Tar  River  Estates
      Apartments in December 2001.
(2)   From  remaining  proceeds  from the sale of a portion of land at Tar River
      Estates Apartments in October 2001.
(3)   From proceeds from the  refinancings  of Lake Johnson Mews  Apartments and
      Millhopper  Apartments in June 2001,  and Woodland  Village  Apartments in
      August 2001.
(4)   Distribution to the general partner of the majority owned sub-tier limited
      partnership  in  connection  with the  transfer of funds from the majority
      owned sub-tier limited partnership to the Partnership.

Future cash  distributions  will depend on the levels of net cash generated from
operations,   the  availability  of  cash  reserves,  and  the  timing  of  debt
maturities, refinancings and/or property sales. The Partnership's cash available
for  distribution  is reviewed on a monthly  basis.  There can be no  assurance,
however,  that the Partnership  will generate  sufficient funds from operations,
after  required  capital  improvement  expenditures,  to permit  any  additional
distributions  to its  partners  during  the  remainder  of 2002  or  subsequent
periods.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 37,457 limited  partnership  units
(the "Units") in the Partnership representing 71.30% of the outstanding Units at
September  30,  2002. A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire additional units of limited partnership  interest in the
Partnership  in  exchange  for cash or a  combination  of cash and  units in the
operating  partnership  of AIMCO  either  through  private  purchases  or tender
offers. Under the Partnership  Agreement,  unitholders holding a majority of the
Units are  entitled to take action  with  respect to a variety of matters  which
would  include  voting on certain  amendments to the  Partnership  Agreement and
voting to remove the Corporate General Partner.  As a result of its ownership of
71.30% of the  outstanding  Units,  AIMCO is in a position to control all voting
decisions  with  respect to the  Partnership.  Although  the  Corporate  General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Corporate  General  Partner  also  owes  fiduciary  duties  to AIMCO as its sole
stockholder.  As a result,  the  duties of the  Corporate  General  Partner,  as
corporate general partner,  to the Partnership and its limited partners may come
into conflict with the duties of the Corporate  General Partner to AIMCO, as its
sole stockholder.

Critical Accounting Policies and Estimates

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

Impairment of Long-Lived Assets

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

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

Revenue Recognition

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

ITEM 3.     CONTROLS AND PROCEDURES

The principal executive officer and principal financial officer of the Corporate
General Partner, who are the equivalent of the Partnership's principal executive
officer and principal financial officer,  respectively,  have, within 90 days of
the filing date of this quarterly  report,  evaluated the  effectiveness  of the
Partnership's  disclosure  controls and  procedures  (as defined in Exchange Act
Rules  (13a-14(c)  and  (15d-14(c))  and have  determined  that such  disclosure
controls and procedures are adequate.  There have been no significant changes in
the Partnership's internal controls or in other factors that could significantly
affect the  Partnership's  internal  controls since the date of evaluation.  The
Partnership does not believe any significant deficiencies or material weaknesses
exist in the Partnership's internal controls. Accordingly, no corrective actions
have been taken.

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its Corporate  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition  of interests  in certain  Corporate  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged  into AIMCO.  The  plaintiffs  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Corporate General Partner filed a motion seeking dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended complaint.  The Corporate General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Corporate  General Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Corporate  General  Partner and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Corporate General Partner and affiliated defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.  The  Corporate  General  Partner  and  affiliated
defendants  oppose the motion.  On April 29,  2002,  the Court held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the current trial date of
January 13, 2003 (as well as the  pre-trial  and  discovery  cut-off  dates) and
stayed the case in its entirety through November 7, 2002 so that the parties can
have an  opportunity  to discuss  settlement.  On October  30,  2002,  the court
entered an order extending the stay in effect through January 10, 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Corporate  General Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the complaint. The parties are currently in the midst of briefing that appeal.

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


<PAGE>



ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a) Exhibits:


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

                  99    Certification of Chief Executive  Officer   and  Chief
                        Financial Officer

            b) Reports on Form 8-K:

                  None filed during the quarter ended September 30, 2002.

<PAGE>

                                   SIGNATURES

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



                              SHELTER PROPERTIES V

                                 By:     Shelter Realty V Corporation
                                         Corporate General Partner

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

                                 By:     /s/Thomas C. Novosel
                                         Thomas C. Novosel
                                         Senior Vice President
                                         and Chief Accounting Officer

                                 Date:   January 9, 2003


<PAGE>



                                  CERTIFICATION


I, Patrick J. Foye, certify that:


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


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


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


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


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


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      quarterly report (the "Evaluation Date"); and


      c)  Presented  in  this  quarterly   report  our  conclusions   about  the
      effectiveness  of the  disclosure  controls  and  procedures  based on our
      evaluation as of the Evaluation Date;


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


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  November 13, 2002

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


<PAGE>



                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


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


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


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


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


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


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      quarterly report (the "Evaluation Date"); and


      c)  Presented  in  this  quarterly   report  our  conclusions   about  the
      effectiveness  of the  disclosure  controls  and  procedures  based on our
      evaluation as of the Evaluation Date;


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


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  November 13, 2002

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


<PAGE>


Exhibit 99


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



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

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

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


                                           /s/Patrick J. Foye
                                    Name:  Patrick J. Foye
                                    Date:  November 13, 2002


                                           /s/Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  November 13, 2002

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