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

                                   Form 10-QSB

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

              For the quarterly period ended September 30, 2005

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

             For the transition period from _________to _________

                         Commission file number 0-11574

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

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

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

                                 (864) 239-1000
                            Issuer's telephone number



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

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act) Yes __ No X_

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS



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

                               September 30, 2005

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 972
   Receivables and deposits                                                      590
   Restricted escrows                                                            281
   Other assets                                                                1,042
   Investment properties:
      Land                                                    $ 1,883
      Buildings and related personal property                   61,579
                                                                63,462
      Less accumulated depreciation                            (40,740)       22,722
   Assets held for sale (Note A)                                               1,873
                                                                            $ 27,480

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 253
   Tenant security deposit liabilities                                           154
   Accrued property taxes                                                        268
   Other liabilities                                                             555
   Mortgage notes payable                                                     26,934
   Liabilities related to assets held for sale (Note A)                        3,858

Partners' Deficit
   General partners                                           $   (232)
   Limited partners (52,538 units
      issued and outstanding)                                   (4,310)       (4,542)
                                                                            $ 27,480

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


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

<TABLE>
<CAPTION>


                                          Three Months Ended      Nine Months Ended
                                            September 30,           September 30,
                                           2005       2004        2005        2004
                                                   (Restated)              (Restated)
Revenues:
<S>                                      <C>         <C>         <C>         <C>
   Rental income                         $ 1,951     $ 1,942     $ 5,883     $ 5,711
   Other income                              249         183         727         627
   Casualty gains (Note F)                    --          20          --          58
      Total revenues                       2,200       2,145       6,610       6,396

Expenses:
   Operating                               1,046       1,073       3,121       2,887
   General and administrative                117         111         338         303
   Depreciation                              613         547       1,725       1,700
   Interest                                  502         531       1,661       1,615
   Property taxes                            145         140         429         407
      Total expenses                       2,423       2,402       7,274       6,912

Loss from continuing operations             (223)       (257)       (664)       (516)
Loss from discontinued
  operations (Note A)                     (1,763)        (48)     (3,568)       (146)
Gain from sale of discontinued
  operations (Notes A and C)               5,310          --      19,186          --
Net income (loss)                        $ 3,324     $ (305)     $14,954     $ (662)

Net income (loss) allocated to
   general partners (1%)                   $ 33       $ (3)       $ 150       $ (7)
Net income (loss) allocated to
   limited partners (99%)                  3,291        (302)     14,804        (655)

                                         $ 3,324     $ (305)     $14,954     $ (662)
Per limited partnership unit:
 Loss from continuing operations         $ (4.21)    $ (4.84)    $(12.52)   $ (9.71)
 Loss from discontinued operations        (33.21)      (0.91)     (67.23)     (2.76)
 Gain from sale of discontinued
  operations                              100.06          --      361.53         --
Net income (loss)                        $ 62.64     $ (5.75)    $281.78    $(12.47)
Distributions per limited
 partnership unit                        $126.08      $ --       $126.08     $    --

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


                   SHELTER PROPERTIES V LIMITED PARTNERSHIP
            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, 2004                    52,538        $ (381)    $(12,490)   $(12,871)

Distributions to partners                   --            (1)      (6,624)     (6,625)

Net income for the nine months
   ended September 30, 2005                 --           150       14,804      14,954

Partners' deficit at
   September 30, 2005                   52,538        $ (232)    $ (4,310)   $ (4,542)

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>
<PAGE>

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

                                                                     Nine Months Ended
                                                                       September 30,
                                                                     2005        2004
Cash flows from operating activities:
<S>                                                                <C>          <C>
  Net income (loss)                                                $ 14,954     $  (662)
  Adjustments to reconcile net income (loss) to net cash
    provided by operating activities:
      Gain from sale of discontinued operations                     (19,186)         --
      Casualty gains                                                    (16)        (58)
      Depreciation                                                    2,267       2,525
      Amortization of loan costs                                         53          59
      Loss on early extinguishment of debt                            3,610          --
      Bad debt expense                                                  121         217
      Change in accounts:
          Receivables and deposits                                     (264)       (246)
          Other assets                                                   --        (292)
          Accounts payable                                             (145)          1
          Tenant security deposit liabilities                          (100)        (27)
          Accrued property taxes                                        246         298
          Due to affiliates                                             (90)         --
          Other liabilities                                            (521)         (7)
             Net cash provided by operating activities                  929       1,808
Cash flows from investing activities:
  Property improvements and replacements                             (3,152)     (1,084)
  Net proceeds from sale of discontinued operations                  24,943          --
  Net deposits to restricted escrows                                     (4)         (1)
  Insurance proceeds received                                            --          71
             Net cash provided by (used in) investing
                activities                                           21,787      (1,014)
Cash flows from financing activities:
  Payments on mortgage notes payable                                 (1,018)       (981)
  Repayment of mortgage notes payable                               (12,336)         --
  Advances from affiliate                                               323         150
  Payments on advances from affiliate                                (3,226)       (150)
  Distributions to partners                                          (6,625)         --
             Net cash used in financing activities                  (22,882)       (981)

Net decrease in cash and cash equivalents                              (166)       (187)

Cash and cash equivalents at beginning of period                      1,138         458

Cash and cash equivalents at end of period                         $    972     $   271

Supplemental disclosure of cash flow information:
  Cash paid for interest                                           $  2,515     $ 2,424
Supplemental disclosure of non-cash activity:
  Property improvements and replacements included in
    accounts payable                                               $    237     $ 1,125

At December  31,  2004,  approximately  $726,000 of  property  improvements  and
replacements  were  included  in accounts  payable and are  included in property
improvements and replacements for the nine months ended September 30, 2005.


         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>
                    SHELTER PROPERTIES V LIMITED PARTNERSHIP
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note A - Basis of Presentation

The  accompanying   unaudited   consolidated  financial  statements  of  Shelter
Properties V Limited  Partnership (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, 2005 are not  necessarily  indicative of the results
that may be expected for the fiscal year ending  December 31, 2005.  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,  2004.  The  Corporate  General  Partner is a
subsidiary of Apartment Investment and Management Company ("AIMCO"),  a publicly
traded  real  estate   investment  trust.  The  other  general  partner  of  the
partnership, AIMCO Properties, L.P., is also an affiliate of AIMCO.

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
"Accounting  for  the  Impairment  or  Disposal  of  Long-Lived   Assets",   the
accompanying consolidated statements of operations for the three and nine months
ended September 30, 2004 have been restated as of January 1, 2004 to reflect the
operations of The Lexington Green Apartments, Foxfire Apartments, and Millhopper
Village  Apartments as loss from discontinued  operations.  The Partnership sold
The Lexington Green Apartments to a third party in June 2005 and the Partnership
sold  Foxfire  Apartments  to a third  party in August  2005  (see Note C).  The
Partnership has entered into a contract to sell Millhopper Village Apartments to
a third party in November 2005. In accordance  with SFAS No. 144, the assets and
liabilities of Millhopper  Apartments  have been  classified as held for sale at
September 30, 2005 on the consolidated balance sheet.

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  (loss)  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)
                                                       2005       2004

         Net cash provided by operating activities  $    929   $  1,808
         Payments on mortgage notes payable           (1,018)      (981)
         Property improvements and replacements       (3,152)    (1,084)
         Change in restricted escrows, net                (4)        (1)
         Changes in reserves for net operating
            liabilities                                  874        273
         Additional reserves                              --        (15)

            Net cash used in operations             $ (2,371)  $     --

The Corporate  General Partner  reserved  approximately  $15,000 during the nine
months  ended   September  30,  2004  to  fund  capital   improvements   at  the
Partnership's investment properties.

Note C - Disposition of Investment Properties

On June 29, 2005, the Partnership sold The Lexington Green Apartments to a third
party for a gross  sale price of  approximately  $19,200,000.  The net  proceeds
realized by the  Partnership  were  approximately  $17,061,000  after payment of
closing costs and a prepayment  penalty owed by the  Partnership and paid by the
buyer.  The  Partnership  used  approximately  $6,204,000 of the net proceeds to
repay the mortgage encumbering the property.  The Partnership realized a gain of
approximately  $13,876,000  as a result of the sale during the nine months ended
September  30,  2005,  which  is  included  in gain  from  sale of  discontinued
operations.   In  addition,  the  Partnership  recorded  a  loss  on  the  early
extinguishment of debt of approximately  $1,863,000 as a result of the write off
of unamortized  loan costs and a prepayment  penalty,  which is included in loss
from discontinued operations.  The property's operations,  loss of approximately
$1,702,000  for  the  nine  months  ended  September  30,  2005  and  income  of
approximately  $3,000 and $26,000 for the three and nine months ended  September
30, 2004, respectively,  are included in loss from discontinued operations. Also
included in loss from  discontinued  operations  are  revenues of  approximately
$1,296,000  for the nine  months  ended  September  30,  2005 and  approximately
$536,000 and $1,674,000 for the three and nine months ended  September 30, 2004,
respectively.

On August 1, 2005, the Partnership sold Foxfire  Apartments to a third party for
a gross sale price of approximately $9,725,000. The net proceeds realized by the
Partnership were  approximately  $7,882,000 after payment of closing costs and a
prepayment  penalty  owed  by  the  Partnership  and  paid  by  the  buyer.  The
Partnership  used  approximately  $6,132,000  of the net  proceeds  to repay the
mortgage  encumbering  the property.  As a result of the sale,  the  Partnership
recorded a gain of approximately  $5,310,000 for the three and nine months ended
September  30,  2005,  which  is  included  in gain  from  sale of  discontinued
operations.   In  addition,  the  Partnership  recorded  a  loss  on  the  early
extinguishment of debt of approximately  $1,747,000 as a result of the write off
of unamortized  loan costs and a prepayment  penalty,  which is included in loss
from discontinued operations.  The property's operations,  loss of approximately
$1,852,000  and  $2,011,000  for the three and nine months ended  September  30,
2005, respectively, and loss of approximately $57,000 and $203,000 for the three
and nine months ended  September  30, 2004,  respectively,  are included in loss
from discontinued operations. Also included in loss from discontinued operations
are revenues of  approximately  $112,000 and  $1,038,000  for the three and nine
months ended September 30, 2005,  respectively,  and approximately  $472,000 and
$1,384,000 for the three and nine months ended September 30, 2004, respectively.

The  Partnership  has  entered  into  a  contract  to  sell  Millhopper  Village
Apartments  to  a  third  party  in  November  2005  for  a  purchase  price  of
approximately  $10,400,000.  The property's operations,  income of approximately
$89,000 and  $145,000 for the three and nine months  ended  September  30, 2005,
respectively,  and income of approximately  $6,000 and $31,000 for the three and
nine months ended  September 30, 2004,  respectively,  are included in loss from
discontinued operations.  Also included in loss from discontinued operations are
revenues of  approximately  $302,000  and $894,000 for the three and nine months
ended September 30, 2005, respectively,  and approximately $285,000 and $832,000
for the three and nine months ended September 30, 2004, respectively.

Note D - Transactions with Affiliated Parties

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

Affiliates of the Corporate  General  Partner  receive 5% of gross receipts from
all of the  Partnership's  investment  properties as compensation  for providing
property   management   services.   The  Partnership  paid  to  such  affiliates
approximately $492,000 and $514,000 for the nine months ended September 30, 2005
and 2004,  respectively,  which are included in operating expenses and loss from
discontinued operations.

In accordance with the Partnership Agreement, during the fourth quarter of 2004,
the  Corporate  General  Partner  advanced   approximately   $1,949,000  to  the
Partnership to fund the  redevelopment  project at Lake Johnson Mews  Apartments
and approximately  $954,000 to fund operating  expenses and real estate taxes at
four of the Partnership's  investment  properties.  During the nine months ended
September  30,  2005,  the  Corporate  General  Partner  advanced  approximately
$199,000 to the  Partnership to fund the  redevelopment  project at Lake Johnson
Mews Apartments and approximately $124,000 to fund real estate taxes and capital
expenditures  at Lake  Johnson  Mews  Apartments  and  Foxfire  Apartments.  The
Corporate General Partner advanced  approximately $150,000 to the Partnership to
fund real estate  taxes at Woodland  Village  Apartments  during the nine months
ended  September  30, 2004.  Interest was accrued at 10.0% on the  redevelopment
advances and the prime rate plus 2% (8.75% at September  30, 2005) for all other
advances.  Interest expense was  approximately  $139,000 and $1,000 for the nine
months ended September 30, 2005 and 2004,  respectively.  During the nine months
ended September 30, 2005 and 2004, the Partnership  made payments on advances of
approximately  $3,226,000 and $150,000,  respectively,  and related  interest of
$160,000 and $1,000, respectively,  with proceeds from the sale of The Lexington
Green  Apartments  and  cash  from  operations,   respectively.  There  were  no
outstanding  advances or associated  accrued interest due to an affiliate of the
Corporate General Partner at September 30, 2005.

Affiliates  of  the  Corporate  General  Partner  charged  the  Partnership  for
reimbursement of accountable  administrative expenses amounting to approximately
$396,000 and $264,000  for the nine months  ended  September  30, 2005 and 2004,
respectively,  which  are  included  in  general  and  administrative  expenses,
investment properties,  assets held for sale, and gain from sale of discontinued
operations.   The  portion  of  these  reimbursements   included  in  investment
properties,  assets held for sale, and gain from sale of discontinued operations
for the nine  months  ended  September  30,  2005 and 2004 are fees  related  to
construction  management  services  provided by an  affiliate  of the  Corporate
General  Partner  of  approximately  $149,000  and  $43,000,  respectively.  The
construction  management  service fees are  calculated  based on a percentage of
additions to investment properties.

Pursuant to the Partnership Agreement, the Corporate General Partner is entitled
to a  commission  of up to 1% for its  assistance  in the  sale  of a  property.
Payment of such  commission is subordinate to the limited  partners  receiving a
cumulative  7%  return  on  their   investment   and  their   original   capital
contribution.  It is not  presently  expected  that the  limited  partners  will
receive  these  returns  when  the  Partnership  terminates.   Accordingly,   no
commission  was  accrued  related to the June 2005 sale of The  Lexington  Green
Apartments or the August 2005 sale of Foxfire Apartments.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related  to  workers'  compensation,   property  casualty,  general
liability 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,  2005 and 2004,  the  Partnership  was  charged  by AIMCO and its
affiliates  approximately  $205,000 and  $193,000,  respectively,  for insurance
coverage and fees associated with policy claims administration.

Note E - Distributions

The Partnership  distributed the following  amounts during the nine months ended
September 30, 2005 and 2004 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                                       Per Limited                        Per Limited
                  Nine Months Ended    Partnership    Nine Months Ended   Partnership
                 September 30, 2005        Unit       September 30, 2004      Unit

<S>  <C>               <C>               <C>                 <C>              <C>
Sale (1)               $ 5,578           $106.15             $ --             $ --
Sale (2)                 1,047             19.93                --               --
                       $ 6,625           $126.08             $ --             $ --
</TABLE>

(1) Proceeds from the sale of The Lexington  Green  Apartments in June 2005. (2)
Proceeds from the sale of Foxfire Apartments in August 2005.

Note F - Casualty Events

The Partnership incurred clean up costs of approximately $9,000 at The Lexington
Green  Apartments  for  Hurricanes  Frances and Jeanne which were not covered by
insurance  for the year  ended  December  31,  2004.  The  Partnership  incurred
additional clean up costs of approximately  $15,000 and $26,000,  which were not
covered by  insurance,  for the nine months ended  September  30, 2005 which are
reflected in loss from discontinued operations.  The Partnership also recognized
a  casualty  gain of  approximately  $16,000  due to a change  in the  estimated
building damages at The Lexington Green  Apartments,  which is reflected in loss
from discontinued operations for the nine months ended September 30, 2005.

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

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

Note G - Redevelopment of Property

During the year ended December 31, 2004, the Corporate  General  Partner began a
major  redevelopment  project at Lake Johnson Mews Apartments.  The property has
had difficulty staying  competitive and needed to be updated.  Therefore,  in an
effort to increase  occupancy  and remain  competitive  in the local  market,  a
significant  redevelopment  project  has  been  started  and is  expected  to be
completed  in January  2006 at a total  cost of  approximately  $4,059,000.  The
project is being funded from advances from an affiliate of the Corporate General
Partner  and cash from  operations.  During  the  construction  period,  certain
expenses are being  capitalized and  depreciated  over the remaining life of the
property. During the nine months ended September 30, 2005, approximately $43,000
of interest, approximately $3,000 of real estate taxes, and approximately $2,000
of other construction period costs were capitalized.

Note H - Contingencies

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its Corporate  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of interests  in certain  Corporate  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition,  during the third quarter of 2001, a complaint  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  On or about  August 6, 2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial  dissolution.  On January 28, 2002, the trial court granted  defendants
motion to strike the complaint. Plaintiffs took an appeal from this order.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes  action and the Heller  action.  On June 13, 2003,  the
court granted final approval of the settlement and entered  judgment in both the
Nuanes and Heller actions. On August 12, 2003, an objector ("Objector") filed an
appeal (the "Appeal")  seeking to vacate and/or reverse the order  approving the
settlement and entering judgment  thereto.  On May 4, 2004, the Objector filed a
second appeal  challenging  the court's use of a referee and its order requiring
Objector to pay those fees.

On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.
With regard to the settlement and judgment entered thereto, the Court of Appeals
vacated  the trial  court's  order and  remanded  to the trial court for further
findings  on the basis that the "state of the record is  insufficient  to permit
meaningful  appellate  review".  With regard to the second appeal,  the Court of
Appeals  reversed the order requiring the Objector to pay referee fees. On April
26, 2005,  the Court of Appeals  lifted the stay of a pending  appeal related to
the Heller action and the trial court's order striking the  complaint.  On April
28, 2005, the Objector  filed a Petition for Review with the California  Supreme
Court in connection with the opinion vacating the order approving settlement and
remanding for further findings.  On June 10, 2005, the California  Supreme Court
denied  Objector's  Petition for Review and the Court of Appeals sent the matter
back to the trial court on June 21,  2005.  The parties  intend to ask the trial
court to make further findings in connection with settlement consistent with the
Court of Appeal's  remand order.  With respect to the related Heller appeal,  on
July 28, 2005,  the Court of Appeals  reversed the trial court's order  striking
the first amended complaint.

On August 18, 2005,  Objector and his counsel filed a motion to  disqualify  the
trial court based on a peremptory challenge and filed a motion to disqualify for
cause on October 17, 2005. On or about October 13, 2005 Objector  filed a motion
to  intervene  and on or about  October  19,  2005  filed  both a motion to take
discovery  relating to the adequacy of plaintiffs as derivative  representatives
and a motion to dissolve the anti-suit injunction in connection with settlement.
On October 27, 2005, the Court denied Objector's peremptory challenge and struck
Objector's motion to disqualify for cause. No hearing has been set on Objector's
remaining motions. On November 3, 2005, Objector and his counsel filed a writ of
mandate to the Court of Appeals challenging the court's October 27, 2005 order.

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

AIMCO  Properties  L.P.  and NHP  Management  Company,  both  affiliates  of the
Corporate  General  Partner,  are  defendants  in a lawsuit  alleging  that they
willfully  violated  the Fair Labor  Standards  Act  ("FLSA")  by failing to pay
maintenance  workers  overtime for all hours worked in excess of forty per week.
The  complaint,  filed in the United States  District  Court for the District of
Columbia,  attempts  to bring a  collective  action  under the FLSA and seeks to
certify state subclasses in California,  Maryland, and the District of Columbia.
Specifically,  the  plaintiffs  contend  that  AIMCO  Properties  L.P.  and  NHP
Management Company failed to compensate  maintenance  workers for time that they
were  required  to be  "on-call".  Additionally,  the  complaint  alleges  AIMCO
Properties  L.P. and NHP  Management  Company  failed to comply with the FLSA in
compensating maintenance workers for time that they worked in excess of 40 hours
in a week. In June 2005 the Court conditionally  certified the collective action
on both the on-call and overtime issues,  which allows the plaintiffs to provide
notice of the  collective  action to all  non-exempt  maintenance  workers  from
August 7, 2000 through the present. Those employees will have the opportunity to
opt-in to the collective action,  and AIMCO Properties,  L.P. and NHP Management
Company will have the  opportunity to move to decertify the  collective  action.
Because the court denied  plaintiffs'  motion to certify  state  subclasses,  on
September  26,  2005,  the  plaintiffs  filed  a  class  action  with  the  same
allegations in the Superior Court of California (Contra Costa County).  Although
the outcome of any  litigation is  uncertain,  AIMCO  Properties,  L.P. does not
believe that the ultimate  outcome  will have a material  adverse  effect on its
consolidated  financial  condition  or results  of  operations.  Similarly,  the
Corporate General Partner does not believe that the ultimate outcome will have a
material adverse effect on the Partnership's consolidated financial condition or
results of operations.

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

Environmental

Various  Federal,  state and local laws subject  property owners or operators to
liability for management,  and the costs of removal or  remediation,  of certain
hazardous  substances  present on a property.  Such laws often impose  liability
without regard to whether the owner or operator knew of, or was responsible for,
the release or presence of the  hazardous  substances.  The  presence of, or the
failure to manage or remedy properly,  hazardous substances may adversely affect
occupancy at affected  apartment  communities and the ability to sell or finance
affected properties.  In addition to the costs associated with investigation and
remediation  actions  brought by government  agencies,  and  potential  fines or
penalties  imposed by such agencies in  conjunction  therewith,  the presence of
hazardous  substances on a property could result in claims by private plaintiffs
for personal injury, disease, disability or other infirmities. Various laws also
impose  liability for the cost of removal,  remediation or disposal of hazardous
substances  through a  licensed  disposal  or  treatment  facility.  Anyone  who
arranges for the disposal or treatment of hazardous  substances  is  potentially
liable  under such laws.  These laws often impose  liability  whether or not the
person arranging for the disposal ever owned or operated the disposal  facility.
In connection  with the ownership,  operation and management of its  properties,
the Partnership  could  potentially be liable for  environmental  liabilities or
costs associated with its properties.

Mold

The Partnership is aware of lawsuits  against owners and managers of multifamily
properties asserting claims of personal injury and property damage caused by the
presence of mold, some of which have resulted in substantial  monetary judgments
or settlements. The Partnership has only limited insurance coverage for property
damage loss claims  arising from the  presence of mold and for  personal  injury
claims related to mold  exposure.  Affiliates of the Corporate  General  Partner
have  implemented a national  policy and procedures to prevent or eliminate mold
from its  properties  and the  Corporate  General  Partner  believes  that these
measures will  minimize the effects that mold could have on residents.  To date,
the Partnership  has not incurred any material costs or liabilities  relating to
claims of mold exposure or to abate mold  conditions.  Because the law regarding
mold is unsettled and subject to change the Corporate  General  Partner can make
no assurance that liabilities resulting from the presence of or exposure to mold
will  not have a  material  adverse  effect  on the  Partnership's  consolidated
financial condition or results of operations.

SEC Investigation

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

Note I - Subsequent Events

Subsequent to September 30, 2005,  the  Partnership  entered into a Purchase and
Sale  Contract  to sell  Woodland  Village  Apartments  to a third  party  for a
purchase price of approximately  $13,163,000.  The anticipated  closing date for
the transaction is January 31, 2006. At September 30, 2005, the carrying amounts
of the mortgage  note  payable and  investment  property  for  Woodland  Village
Apartments  are  approximately  $7,206,000  and  $4,174,000,  respectively.  The
operating  results of Woodland Village  Apartments for the three and nine months
ended  September  30,  2005 were  losses of  approximately  $16,000  and $3,000,
respectively,  which included revenues of approximately $628,000 and $1,828,000,
respectively.  The  operating  results  of the  property  for the three and nine
months  ended  September  30,  2004 were  losses of  approximately  $50,000  and
$65,000,  respectively,  which included  revenues of approximately  $568,000 and
$1,690,000, respectively.

Subsequent to September 30, 2005,  the  Partnership  entered into a Purchase and
Sale Contract to sell Old Salem Apartments to a third party for a purchase price
of approximately  $31,600,000.  The anticipated closing date for the transaction
is January 12, 2006. At September 30, 2005, the carrying amounts of the mortgage
note payable and investment  property for Old Salem Apartments are approximately
$8,655,000  and  $5,252,000,  respectively.  The operating  results of Old Salem
Apartments for the three and nine months ended September 30, 2005 were income of
approximately  $60,000 and $156,000,  respectively,  which included  revenues of
approximately  $808,000 and $2,444,000,  respectively.  The operating results of
the property for the three and nine months ended  September 30, 2004 were income
of approximately $96,000 and $264,000,  respectively, which included revenues of
approximately $811,000 and $2,475,000, respectively.

<PAGE>

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

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

The Partnership's investment properties consist of five apartment complexes, one
of which is  classified  as held for sale at September 30, 2005 (as discussed in
"Results of Operations").  The following table sets forth the average  occupancy
of the  remaining  properties  for the nine months ended  September 30, 2005 and
2004:

                                                        September 30,
                  Property                              2005     2004

                  Old Salem Apartments
                     Charlottesville, Virginia          93%       92%

                  Woodland Village Apartments
                     Columbia, South Carolina (1)       96%       87%

                  Lake Johnson Mews Apartments
                     Raleigh, North Carolina (2)        84%       88%

                  Tar River Estates Apartments
                     Greenville, North Carolina (3)     95%       90%

 (1)  The  Corporate  General  Partner  attributes  the increase in occupancy at
      Woodland Village Apartments to increased  marketing and resident retention
      efforts.

 (2)  The Corporate General Partner attributes the decrease in occupancy at Lake
      Johnson Mews  Apartments to a decrease in customer  traffic as a result of
      ongoing  construction  during the  redevelopment  period (as  discussed in
      "Results of Operations").

 (3)  The Corporate General Partner  attributes the increase in occupancy at Tar
      River  Estates  Apartments to increased  marketing and resident  retention
      efforts.

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

Results of Operations

The  Partnership's  net income for the three and nine months ended September 30,
2005 was approximately $3,324,000 and $14,954,000  respectively,  as compared to
net loss of  approximately  $305,000  and $662,000 for the three and nine months
ended September 30, 2004, respectively. The Partnership sold The Lexington Green
Apartments  to a third  party in June  2005  and the  Partnership  sold  Foxfire
Apartments to a third party in August 2005. The  Partnership  has entered into a
contract  to sell  Millhopper  Village  Apartments  to a third party in November
2005. In accordance with Statement of Financial  Accounting  Standards  ("SFAS")
No. 144,  "Accounting for the Impairment or Disposal of Long-Lived Assets",  the
assets and liabilities of Millhopper  Village Apartments have been classified as
held for sale at September 30, 2005. The operations of Foxfire  Apartments,  The
Lexington  Green  Apartments,   and  Millhopper  Village  Apartments,   loss  of
approximately  $1,763,000  and  $3,568,000  for the three and nine months  ended
September 30, 2005, respectively, and loss of approximately $48,000 and $146,000
for the three and nine months ended September 30, 2004, respectively,  are shown
as  loss  from  discontinued  operations.  Included  in loss  from  discontinued
operations are revenues of  approximately  $414,000 and $3,228,000 for the three
and nine  months  ended  September  30,  2005,  respectively  and  approximately
$1,293,000  and  $3,890,000  for the three and nine months ended  September  30,
2004.

On June 29, 2005 the Partnership  sold The Lexington Green Apartments to a third
party for a gross  sale price of  approximately  $19,200,000.  The net  proceeds
realized by the Partnership were approximately  $17,061,000 after the payment of
closing costs and a prepayment  penalty owed by the  Partnership and paid by the
buyer.  The  Partnership  used  approximately  $6,204,000 of the net proceeds to
repay the mortgage encumbering the property.  The Partnership realized a gain of
approximately  $13,876,000  as a result of the sale during the nine months ended
September  30,  2005,  which  is  included  in gain  from  sale of  discontinued
operations.   In  addition  the  Partnership   recorded  a  loss  on  the  early
extinguishment of debt of approximately  $1,863,000 as a result of the write off
of unamortized  loan costs and a prepayment  penalty,  which is included in loss
from discontinued operations.

On August 1, 2005 the Partnership sold Foxfire Apartments to a third party for a
gross sale price of approximately  $9,725,000.  The net proceeds realized by the
Partnership were approximately $7,882,000 after the payment of closing costs and
a  prepayment  penalty  owed  by the  Partnership  and  paid by the  buyer.  The
Partnership  used  approximately  $6,132,000  of the net  proceeds  to repay the
mortgage   encumbering  the  property.   The  Partnership  realized  a  gain  of
approximately  $5,310,000  as a result  of the sale  during  the  three and nine
months  ended  September  30,  2005,  which is  included  in gain  from  sale of
discontinued  operations.  In addition  the  Partnership  recorded a loss on the
early  extinguishment  of debt of  approximately  $1,747,000  as a result of the
write off of unamortized loan costs and a prepayment penalty,  which is included
in loss from discontinued operations.

<PAGE>

The Partnership's loss from continuing  operations for the three and nine months
ended September 30, 2005 was approximately $223,000 and $664,000,  respectively,
compared  to loss from  continuing  operations  of  approximately  $257,000  and
$516,000 for the three and nine months ended  September 30, 2004,  respectively.
The  decrease in loss from  continuing  operations  for the three  months  ended
September 30, 2005 is due to an increase in total revenues. The increase in loss
from  continuing  operations for the nine months ended September 30, 2005 is due
to an  increase  in total  expenses,  partially  offset by an  increase in total
revenues. Total expenses remained relatively constant for the three months ended
September 30, 2005, as increases in  depreciation,  general and  administrative,
and  property  tax  expenses  were offset by  decreases  in both  operating  and
interest expense.  The decrease in operating expenses for the three months ended
September  30, 2005 is primarily  due to decreases in cleanup  costs  associated
with the 2004 fire at Old Salem  Apartments  (as  discussed  below)  and  hazard
insurance  expense  at all  of  the  Partnership's  investment  properties.  The
decrease in interest  expense for the three months ended  September  30, 2005 is
primarily  a  result  of  scheduled  principal  payments  made on the  mortgages
encumbering the Partnership's investment properties,  which reduced the carrying
balance of the loans.  The increase in total  expenses for the nine months ended
September 30, 2005 is due to increases in operating, general and administrative,
depreciation,  interest,  and property tax  expenses.  The increase in operating
expenses  for the nine  months  ended  September  30, 2005 is  primarily  due to
increases in payroll  related  expenses at Woodland  Village  Apartments and Tar
River Estates  Apartments,  utility expenses at Woodland Village  Apartments and
Old  Salem  Apartments,   and  telephone  sales  at  all  of  the  Partnership's
properties.  The  increase in  depreciation  expense for both the three and nine
months ended September 30, 2005 is due to property improvements and replacements
placed into service at the Partnership's  investment  properties during the past
twelve months.  Interest  expense  increased for the nine months ended September
30, 2005  primarily  due to an increase in interest  expense on advances from an
affiliate  of the  Corporate  General  Partner,  partially  offset by  scheduled
principal   payments  made  on  the  mortgages   encumbering  the  Partnership's
investment  properties,  which  reduced the carrying  balance of the loans,  and
interest  capitalized  at Lake Johnson Mews  Apartments  due to a  redevelopment
project at the  property  which  required  units to be  vacated  during the nine
months ended September 30, 2005 in order to expedite construction.  The increase
in property tax expense for both periods is primarily  due to an increase in the
assessed  value of Tar River  Estates  Apartments.  The  increase in general and
administrative  expenses for both the three and nine months ended  September 30,
2005 is due to  increases  in the cost of services  included  in the  management
reimbursements to the Corporate General Partner as allowed under the Partnership
Agreement.  Also included in general and  administrative  expenses for the three
and nine months ended September 30, 2005 and 2004 are costs  associated with the
quarterly and annual  communications  with investors and regulatory agencies and
the annual audit required by the Partnership Agreement.

The  increase  in total  revenues  for  both the  three  and nine  months  ended
September  30,  2005  is due to  increases  in both  rental  and  other  income,
partially  offset by the  recognition  of casualty  gains in 2004 (as  discussed
below).  The increase in rental income for the three months ended  September 30,
2005 is primarily due to an increase in the average  rental rate at Lake Johnson
Mews  Apartments  and Old Salem  Apartments,  partially  offset by  decreases in
occupancy  at Lake  Johnson  Mews  Apartments  and the  average  rental  rate at
Woodland Village  Apartments.  The increase in rental income for the nine months
ended September 30, 2005 is primarily due to increases in occupancy at Old Salem
Apartments, Woodland Village Apartments and Tar River Estates Apartments and the
average  rental  rate at Lake  Johnson  Mews  Apartments  and Tar River  Estates
Apartments,  partially  offset by  decreases  in  occupancy at Lake Johnson Mews
Apartments  and the  average  rental rate at Woodland  Village  Apartments.  The
increase  in other  income for the three  months  ended  September  30,  2005 is
primarily due to an increase in utility  reimbursements  at Old Salem Apartments
and  Woodland  Village  Apartments.  The  increase in other  income for the nine
months ended September 30, 2005 is primarily due to increases in student housing
fees at Tar River Estates  Apartments  and utility  reimbursements  at Old Salem
Apartments and Woodland  Village  Apartments,  partially offset by a decrease in
lease cancellation fees at all of the Partnership's investment properties.

The Partnership incurred clean up costs of approximately $9,000 at The Lexington
Green  Apartments  for  Hurricanes  Frances and Jeanne which were not covered by
insurance  for the year  ended  December  31,  2004.  The  Partnership  incurred
additional clean up costs of approximately  $15,000 and $26,000,  which were not
covered by insurance,  for the nine months ended  September 30, 2005,  which are
reflected in loss from discontinued operations.  The Partnership also recognized
a  casualty  gain of  approximately  $16,000  due to a change  in the  estimated
building damages at The Lexington Green  Apartments,  which is reflected in loss
from discontinued operations for the nine months ended September 30, 2005.

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

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

During the year ended December 31, 2004, the Corporate  General  Partner began a
major  redevelopment  project at Lake Johnson Mews Apartments.  The property has
had difficulty staying  competitive and needed to be updated.  Therefore,  in an
effort to increase  occupancy  and remain  competitive  in the local  market,  a
significant  redevelopment  project  has  been  started  and is  expected  to be
completed  in January  2006 at a total  cost of  approximately  $4,059,000.  The
project is being funded from advances from an affiliate of the Corporate General
Partner  and cash from  operations.  During  the  construction  period,  certain
expenses are being  capitalized and  depreciated  over the remaining life of the
property. During the nine months ended September 30, 2005, approximately $43,000
of interest, approximately $3,000 of real estate taxes, and approximately $2,000
of other construction period costs were capitalized.

Liquidity and Capital Resources

At  September  30,  2005,  the  Partnership  had cash and  cash  equivalents  of
approximately  $972,000,  compared to  approximately  $271,000 at September  30,
2004. The decrease in cash and cash equivalents of approximately  $166,000, from
the  Partnership's  year  ended  December  31,  2004,  is due  to  approximately
$22,882,000  of  cash  used  in  financing   activities,   partially  offset  by
approximately   $21,787,000  of  cash  provided  by  investing   activities  and
approximately  $929,000 of cash provided by operating  activities.  Cash used in
financing activities consisted of the repayment of the mortgages encumbering The
Lexington Green Apartments and Foxfire Apartments,  payments on advances from an
affiliate of the Corporate  General  Partner,  payments of principal made on the
mortgages encumbering the Partnership's investment properties, and distributions
to partners,  partially  offset by advances  from an affiliate of the  Corporate
General Partner. Cash provided by investing activities consisted of net proceeds
from  the  sales of The  Lexington  Green  Apartments  and  Foxfire  Apartments,
partially  offset by property  improvements and replacements and net deposits to
escrow accounts maintained by the mortgage lenders.  The Partnership invests its
working capital reserves in interest bearing accounts.

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

Millhopper Village Apartments:  During the nine months ended September 30, 2005,
the  Partnership  completed  approximately  $253,000 of capital  improvements at
Millhopper Village Apartments, consisting primarily of roof replacement, siding,
exterior  painting,  parking area  improvements,  gutter  replacement  and floor
covering  replacement.  These  improvements  were  funded from  operations.  The
Partnership has entered into a contract to sell Millhopper Village Apartments to
a third party in November 2005.

Foxfire  Apartments:  During the nine  months  ended  September  30,  2005,  the
Partnership completed  approximately $109,000 of capital improvements at Foxfire
Apartments,  consisting  primarily of recreational  facility  upgrades and floor
covering  replacement.  These  improvements  were  funded  from  operations  and
advances from an affiliate of the Corporate  General  Partner.  The  Partnership
sold Foxfire Apartments to a third party on August 1, 2005.

Lake Johnson Mews  Apartments:  During the nine months ended September 30, 2005,
the Partnership completed approximately $817,000 of capital improvements at Lake
Johnson Mews  Apartments  arising from the  redevelopment  of the property which
includes   capitalization  of  construction  period  interest  of  approximately
$43,000, real estate taxes of approximately $3,000 and other construction period
costs of approximately $2,000.  Additional capital improvements of approximately
$133,000   consisted   primarily  of  major   landscaping   and  floor  covering
replacement. These improvements were funded from operations and advances from an
affiliate of the Corporate General Partner. The property is currently undergoing
a redevelopment  project in order to remain competitive with other properties in
the area in the effort to increase  occupancy at the property.  Based on current
redevelopment plans, the Corporate General Partner anticipates the redevelopment
to be complete in January 2006 at a total cost of approximately $4,059,000.  The
project is being funded from advances from an affiliate of the Corporate General
Partner  and cash from  operations.  The  Partnership  regularly  evaluates  the
capital improvement needs of the property.  The Partnership currently expects to
budget approximately $691,000 for property redevelopment during the remainder of
2005.  While the  Partnership  has no other  material  commitments  for property
improvements  and  replacements,   certain  routine  capital   expenditures  are
anticipated  during 2005. Such capital  expenditures will depend on the physical
condition  of the  property as well as  anticipated  cash flow  generated by the
property.

Woodland  Village  Apartments:  During the nine months ended September 30, 2005,
the  Partnership  completed  approximately  $216,000 of capital  improvements at
Woodland  Village  Apartments,  consisting  primarily of swimming pool upgrades,
roof replacement,  interior improvements,  and floor covering replacement. These
improvements were funded from operations.  The Partnership  regularly  evaluates
the capital  improvement  needs of the property.  While the  Partnership  has no
material commitments for property improvements and replacements, certain routine
capital expenditures are anticipated during 2005. Such capital expenditures will
depend on the physical  condition of the  property as well as  anticipated  cash
flow generated by the property.

The Lexington Green Apartments: During the nine months ended September 30, 2005,
the Partnership completed  approximately $191,000 of capital improvements at The
Lexington Green Apartments,  consisting  primarily of balcony upgrades and floor
covering  replacement.  These  improvements  were  funded from  operations.  The
Partnership  sold The  Lexington  Green  Apartments to a third party on June 29,
2005.

Tar River Estates  Apartments:  During the nine months ended September 30, 2005,
the Partnership completed  approximately $163,000 of capital improvements at Tar
River Estates Apartments,  consisting  primarily of plumbing upgrades,  interior
improvements,  and floor covering  replacement.  These  improvements were funded
from operations.  The Partnership  regularly  evaluates the capital  improvement
needs of the property.  While the  Partnership  has no material  commitments for
property improvements and replacements, certain routine capital expenditures are
anticipated  during 2005. Such capital  expenditures will depend on the physical
condition  of the  property as well as  anticipated  cash flow  generated by the
property.

Old Salem  Apartments:  During the nine months ended  September  30,  2005,  the
Partnership  completed  approximately  $781,000 of capital  improvements  at Old
Salem Apartments,  consisting primarily of siding,  exterior painting,  swimming
pool   upgrades,   major   landscaping,   interior   improvements,    structural
improvements,  plumbing upgrades,  heating and air conditioning upgrades,  floor
covering  replacement,  and  construction  related  to the  May  2004  fire,  as
discussed  in  "Results  of  Operations".  These  improvements  were funded from
operations. The Partnership regularly evaluates the capital improvement needs of
the property.  The Partnership currently expects to spend approximately $101,000
during the remainder of 2005 to remedy  moisture  infiltration  to two units and
exterior  improvements.  While the Partnership has no other material commitments
for property improvements and replacements, certain routine capital expenditures
are  anticipated  during  2005.  Such  capital  expenditures  will depend on the
physical condition of the property as well as anticipated cash flow generated by
the property.

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

The  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness  encumbering  all of the  Partnership's  investment  properties not
classified  as held for sale of  approximately  $26,934,000  is  amortized  over
varying  periods with maturity dates ranging from December 1, 2019 to January 1,
2022, at which time the loans are scheduled to be fully amortized.

Subsequent to September 30, 2005,  the  Partnership  entered into a Purchase and
Sale  Contract  to sell  Woodland  Village  Apartments  to a third  party  for a
purchase price of approximately  $13,163,000.  The anticipated  closing date for
the transaction is January 31, 2006. At September 30, 2005, the carrying amounts
of the mortgage  note  payable and  investment  property  for  Woodland  Village
Apartments  are  approximately  $7,206,000  and  $4,174,000,  respectively.  The
operating  results of Woodland Village  Apartments for the three and nine months
ended  September  30,  2005 were  losses of  approximately  $16,000  and $3,000,
respectively,  which included revenues of approximately $628,000 and $1,828,000,
respectively.  The  operating  results  of the  property  for the three and nine
months  ended  September  30,  2004 were  losses of  approximately  $50,000  and
$65,000,  respectively,  which included  revenues of approximately  $568,000 and
$1,690,000, respectively.

Subsequent to September 30, 2005,  the  Partnership  entered into a Purchase and
Sale Contract to sell Old Salem Apartments to a third party for a purchase price
of approximately  $31,600,000.  The anticipated closing date for the transaction
is January 12, 2006. At September 30, 2005, the carrying amounts of the mortgage
note payable and investment  property for Old Salem Apartments are approximately
$8,655,000  and  $5,252,000,  respectively.  The operating  results of Old Salem
Apartments for the three and nine months ended September 30, 2005 were income of
approximately  $60,000 and $156,000,  respectively,  which included  revenues of
approximately  $808,000 and $2,444,000,  respectively.  The operating results of
the property for the three and nine months ended  September 30, 2004 were income
of approximately $96,000 and $264,000,  respectively, which included revenues of
approximately $811,000 and $2,475,000, respectively.

The Partnership  distributed the following  amounts during the nine months ended
September 30, 2005 and 2004 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                                       Per Limited                        Per Limited
                  Nine Months Ended    Partnership    Nine Months Ended   Partnership
                 September 30, 2005        Unit       September 30, 2004      Unit
<S>  <C>               <C>               <C>                 <C>              <C>
Sale (1)               $ 5,578           $106.15             $ --             $ --
Sale (2)                 1,047             19.93                --               --
                       $ 6,625           $126.08             $ --             $ --
</TABLE>

(1) Proceeds from the sale of The Lexington  Green  Apartments in June 2005. (2)
Proceeds from the sale of Foxfire Apartments in August 2005.

Future cash  distributions  will depend on the levels of net cash generated from
operations and the timing of property  refinancings  and/or property sales.  The
Partnership's  cash available for  distribution  is reviewed on a monthly basis.
There  can  be  no  assurance,  however,  that  the  Partnership  will  generate
sufficient   funds  from   operations,   after  required   capital   improvement
expenditures,  to permit  additional  distributions  to its  partners in 2005 or
subsequent periods.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 39,243 limited  partnership  units
(the "Units") in the Partnership representing 74.69% of the outstanding Units at
September  30,  2005. A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove the Corporate General Partner.  As a result of its ownership of 74.69% of
the outstanding Units, AIMCO and its affiliates are in a position to control all
voting decisions with respect to the Partnership. Although the Corporate General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
Corporate  General  Partner  also  owes  fiduciary  duties  to AIMCO as its sole
stockholder.  As a result,  the  duties of the  Corporate  General  Partner,  as
corporate general partner,  to the Partnership and its limited partners may come
into conflict with the duties of the Corporate  General  Partner to AIMCO as its
sole stockholder.

Critical Accounting Policies and Estimates

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

Impairment of Long-Lived Assets

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

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

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership will offer rental concessions during particularly slow months or
in response  to heavy  competition  from other  similar  complexes  in the area.
Rental income attributable to leases, net of any concessions, is recognized on a
straight-line  basis over the term of the lease.  The Partnership  evaluates all
accounts  receivable  from  residents and  establishes  an allowance,  after the
application of security deposits,  for accounts greater than 30 days past due on
current tenants and all receivables due from former tenants.

ITEM 3.     CONTROLS AND PROCEDURES

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

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


<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its Corporate  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purported  to  assert  claims  on  behalf  of a class of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  that are named as nominal  defendants,  challenging,  among  other
things,  the  acquisition  of interests  in certain  Corporate  General  Partner
entities by Insignia Financial Group, Inc.  ("Insignia") and entities that were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged into AIMCO.  The plaintiffs  sought  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
In addition,  during the third quarter of 2001, a complaint  captioned Heller v.
Insignia  Financial  Group (the  "Heller  action")  was filed  against  the same
defendants  that are named in the  Nuanes  action.  On or about  August 6, 2001,
plaintiffs filed a first amended  complaint.  The Heller action was brought as a
purported derivative action, and asserted claims for, among other things, breach
of fiduciary  duty,  unfair  competition,  conversion,  unjust  enrichment,  and
judicial  dissolution.  On January 28, 2002, the trial court granted  defendants
motion to strike the complaint. Plaintiffs took an appeal from this order.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes  action and the Heller  action.  On June 13, 2003,  the
court granted final approval of the settlement and entered  judgment in both the
Nuanes and Heller actions. On August 12, 2003, an objector ("Objector") filed an
appeal (the "Appeal")  seeking to vacate and/or reverse the order  approving the
settlement and entering judgment  thereto.  On May 4, 2004, the Objector filed a
second appeal  challenging  the court's use of a referee and its order requiring
Objector to pay those fees.

On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.
With regard to the settlement and judgment entered thereto, the Court of Appeals
vacated  the trial  court's  order and  remanded  to the trial court for further
findings  on the basis that the "state of the record is  insufficient  to permit
meaningful  appellate  review".  With regard to the second appeal,  the Court of
Appeals  reversed the order requiring the Objector to pay referee fees. On April
26, 2005,  the Court of Appeals  lifted the stay of a pending  appeal related to
the Heller action and the trial court's order striking the  complaint.  On April
28, 2005, the Objector  filed a Petition for Review with the California  Supreme
Court in connection with the opinion vacating the order approving settlement and
remanding for further findings.  On June 10, 2005, the California  Supreme Court
denied  Objector's  Petition for Review and the Court of Appeals sent the matter
back to the trial court on June 21,  2005.  The parties  intend to ask the trial
court to make further findings in connection with settlement consistent with the
Court of Appeal's  remand order.  With respect to the related Heller appeal,  on
July 28, 2005, the Court of Appeal reversed the trial court's order striking the
first amended complaint.

<PAGE>

On August 18, 2005,  Objector and his counsel filed a motion to  disqualify  the
trial court based on a peremptory challenge and filed a motion to disqualify for
cause on October 17, 2005. On or about October 13, 2005 Objector  filed a motion
to  intervene  and on or about  October  19,  2005  filed  both a motion to take
discovery  relating to the adequacy of plaintiffs as derivative  representatives
and a motion to dissolve the anti-suit injunction in connection with settlement.
On October 27, 2005, the Court denied Objector's peremptory challenge and struck
Objector's motion to disqualify for cause. No hearing has been set on Objector's
remaining motions. On November 3, 2005, Objector and his counsel filed a writ of
mandate to the Court of Appeals challenging the court's October 27, 2005 order.

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

AIMCO  Properties  L.P.  and NHP  Management  Company,  both  affiliates  of the
Corporate  General  Partner,  are  defendants  in a lawsuit  alleging  that they
willfully  violated  the Fair Labor  Standards  Act  ("FLSA")  by failing to pay
maintenance  workers  overtime for all hours worked in excess of forty per week.
The  complaint,  filed in the United States  District  Court for the District of
Columbia,  attempts  to bring a  collective  action  under the FLSA and seeks to
certify state subclasses in California,  Maryland, and the District of Columbia.
Specifically,  the  plaintiffs  contend  that  AIMCO  Properties  L.P.  and  NHP
Management Company failed to compensate  maintenance  workers for time that they
were  required  to be  "on-call".  Additionally,  the  complaint  alleges  AIMCO
Properties  L.P. and NHP  Management  Company  failed to comply with the FLSA in
compensating maintenance workers for time that they worked in excess of 40 hours
in a week. In June 2005 the Court conditionally  certified the collective action
on both the on-call and overtime issues,  which allows the plaintiffs to provide
notice of the  collective  action to all  non-exempt  maintenance  workers  from
August 7, 2000 through the present. Those employees will have the opportunity to
opt-in to the collective action,  and AIMCO Properties,  L.P. and NHP Management
Company will have the  opportunity to move to decertify the  collective  action.
Because the court denied  plaintiffs'  motion to certify  state  subclasses,  on
September  26,  2005,  the  plaintiffs  filed  a  class  action  with  the  same
allegations in the Superior Court of California (Contra Costa County).  Although
the outcome of any  litigation is  uncertain,  AIMCO  Properties,  L.P. does not
believe that the ultimate  outcome  will have a material  adverse  effect on its
consolidated  financial  condition  or results  of  operations.  Similarly,  the
Corporate General Partner does not believe that the ultimate outcome will have a
material adverse effect on the Partnership's consolidated financial condition or
results of operations.

ITEM 5.     OTHER INFORMATION

            None.

ITEM 6.     EXHIBITS

            See Exhibit Index.

<PAGE>

                                   SIGNATURES

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



                                 SHELTER PROPERTIES V LIMITED PARTNERSHIP

                                 By:     Shelter Realty V Corporation
                                         Corporate General Partner

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


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


                                 Date:    November 14, 2005


<PAGE>


                   SHELTER PROPERTIES V LIMITED PARTNERSHIP
                                  EXHIBIT INDEX


      3           See Exhibit 4(a)

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

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

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

      10(i) Contracts related to acquisition of properties.

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

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

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

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

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

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

        (ii) Contracts related to the disposition of properties.

            (a)   Purchase  and Sale  Contract  between  New  Shelter  V Limited
                  Partnership,  a Delaware limited  partnership,  as Seller, and
                  Forest   Acquisition   Fund,  LLC,  a  Massachusetts   limited
                  liability company,  as Purchaser,  effective May 2, 2005 filed
                  as exhibit 10(ii)a to the Registrant's  Current Report on Form
                  8-K dated May 2, 2005 and incorporated herein by reference.

            (b)   Purchase  and  Sale  Contract  between  Foxfire  Apartments  V
                  Limited Partnership, a South Carolina limited partnership,  as
                  Seller,  and The  Bethany  Group,  LLC, a  California  limited
                  liability company, as Purchaser, effective May 12, 2005, filed
                  as exhibit 10(ii)b to the Registrant's  Current Report on Form
                  8-K dated August 1, 2005 and incorporated herein by reference.

            (c)   First Amendment to Purchase and Sale Contract  between Foxfire
                  Apartments V Limited  Partnership,  a South  Carolina  Limited
                  Partnership,   as  Seller,  and  The  Bethany  Group,  LLC,  a
                  California limited liability company, as Purchaser,  effective
                  July 1,  2005,  filed as exhibit  10(ii)c to the  Registrant's
                  Current   Report  on  Form  8-K  dated   August  1,  2005  and
                  incorporated herein by reference.

            (d)   Purchase and Sale  Contract  between  Shelter  Properties V, a
                  South Carolina limited partnership,  and Magnum Realty, LLC, a
                  Florida limited liability company,  dated July 15, 2005, filed
                  as exhibit 10(ii)d to the Registrant's  Current Report on Form
                  8-K dated July 15, 2005 and incorporated herein by reference.

            (e)   Amendment  of  Purchase  and  Sale  Contract  between  Shelter
                  Properties V Limited  Partnership,  a South  Carolina  limited
                  partnership   and  Magnum  Realty,   LLC,  a  Florida  limited
                  liability company, dated October 10, 2005.

  (iii) Contracts related to refinancing of debt:

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

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

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

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

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

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

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

    32.1          Certification  of  the  equivalent  of the  Chief  Executive
                  Officer and Chief  Financial  Officer  Pursuant to 18 U.S.C.
                  Section  1350,  as Adopted  Pursuant  to Section  906 of the
                  Sarbanes-Oxley Act of 2002.


<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


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

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

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

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

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

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

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

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

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

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

Date:  November 14, 2005

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


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Stephen B. Waters, certify that:


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

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

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

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

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

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

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

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

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

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

Date:  November 14, 2005

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


<PAGE>


Exhibit 32.1


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



In connection with the Quarterly  Report on Form 10-QSB of Shelter  Properties V
Limited  Partnership  (the  "Partnership"),   for  the  quarterly  period  ended
September 30, 2005 as filed with the Securities  and Exchange  Commission on the
date hereof  (the  "Report"),  Martha L. Long,  as the  equivalent  of the chief
executive  officer of the Partnership,  and Stephen B. Waters, as the equivalent
of the chief  financial  officer  of the  Partnership,  each  hereby  certifies,
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

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

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


                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  November 14, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  November 14, 2005

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



<PAGE>

                                                               Exhibit 10(ii)(e)


                   AMENDMENT OF PURCHASE AND SALE CONTRACT

                    (Millhopper Village Apartments, Florida)


      THIS AMENDMENT OF PURCHASE AND SALE CONTRACT ("Amendment") is entered into
as of the 10th day of  October,  2005  (the  "Effective  Date")  by and  between
SHELTER PROPERTIES V LIMITED PARTNERSHIP,  a South Carolina limited partnership,
having a principal  address at 4582 South  Ulster  Street  Parkway,  Suite 1100,
Denver,  Colorado 80237  ("Seller") and MAGNUM  REALTY,  LLC, a Florida  limited
liability company,  having a principal address at 1666 John F. Kennedy Causeway,
Suite 606, North Bay Village, Florida 33141 ("Purchaser").

                                    RECITALS


A. Seller and Purchaser  entered into a Purchase and Sale  Contract  dated as of
July 15,  2005 (the  "Contract"),  pursuant  to which  Seller  agreed to sell to
Purchaser,  and Purchaser  agreed to buy from Seller the Property (as defined in
the Contract).


B.  Pursuant to the  Contract,  Purchaser  delivered  to Escrow Agent an Initial
Deposit in the amount of $200,000,  and an  Additional  Deposit in the amount of
$50,000 (collectively, the "Earnest Money"), which Earnest Money continues to be
held by Escrow Agent.


C. Pursuant to the Contract, Purchaser extended the Closing Date from October 3,
2005, to October 28, 2005, and in connection  therewith,  Purchaser delivered to
Escrow  Agent a  non-refundable  Purchaser's  Closing  Extension  Deposit in the
amount of $50,000,  which Purchaser's  Closing Extension Deposit continues to be
held by Escrow Agent.


D. Seller and  Purchaser  have agreed to modify the terms of the Contract as set
forth in this Amendment.


E. All  capitalized  terms not otherwise  defined herein shall have the meanings
ascribed to them in the Contract.


            NOW  THEREFORE,   for  valuable   consideration,   the  receipt  and
sufficiency of which are hereby acknowledged, and intending to be legally bound,
Seller and Purchaser agree as follows:

                                   AGREEMENTS

1. Closing Date.  Subject to the extension rights of Seller as more particularly
set forth in Section 5.1 of the  Contract,  the Closing Date is hereby  extended
from October 28, 2005, to November 29, 2005.

2. Closing Extension Deposit. Concurrently with the execution of this Amendment,
Purchaser  shall  deliver to Escrow  Agent a deposit  in the amount of  $200,000
("Purchaser's Second Closing Extension Deposit"),  which amount when received by
Escrow  Agent  shall  be added  to the  Deposit  under  the  Contract,  shall be
non-refundable  (except as otherwise expressly provided for in the Contract with
respect to the Deposit),  and shall be held,  credited and disbursed in the same
manner as provided hereunder with respect to the Deposit.


3. Release of Deposit.  Concurrently  with the execution of this Amendment,  the
$250,000 Earnest Money and the $50,000  Purchaser's  Closing Extension  Deposit,
shall become  immediately  non-refundable and released to Seller by Escrow Agent
without  any  further  requirement  by  Escrow  Agent  (the  Earnest  Money  and
Purchaser's Closing Extension Deposit are collectively referred to herein as the
"Non-Refundable  Amount");  provided,  however,  the Non-Refundable  Amount will
apply to the Purchase Price if and when the Closing occurs.

4.  Effectiveness  of Contract.  Except as modified by this  Amendment,  all the
terms of the Contract shall remain unchanged and in full force and effect.



5.  Counterparts.  This  Amendment  may be  executed  in  counterparts,  and all
counterparts together shall be construed as one document.


6. Telecopied Signatures. A counterpart of this Amendment signed by one party to
this  Amendment  and  telecopied  to the other  party to this  Amendment  or its
counsel (i) shall have the same effect as an original signed counterpart of this
Amendment,   and  (ii)  shall  be  conclusive  proof,   admissible  in  judicial
proceedings, of such party's execution of this Amendment.



                 [ Remaining Page Intentionally Left Blank ]


<PAGE>


      IN WITNESS WHEREOF,  Seller and Purchaser have entered into this Amendment
of Purchase and Sale Contract as of the date first above stated.


                              Seller:


                              SHELTER PROPERTIES V LIMITED PARTNERSHIP,
                              a South Carolina limited partnership

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


                              By:   /s/Patrick F. Slavin
                              Name: Patrick F. Slavin
                              Title:Senior Vice President



                              Purchaser:


                               MAGNUM REALTY, LLC,
                              a Florida limited liability company


                              By:   /s/Scottt Slota
                              Name: Scott Slota
                              Title:Managing Member