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 March 31, 2006



[ ]

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_











PART I - FINANCIAL INFORMATION





ITEM 1.

FINANCIAL STATEMENTS





SHELTER PROPERTIES V LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEET

(Unaudited)

(in thousands, except unit data)



March 31, 2006







|                                        |           |         
|--------------------------------------- | --------- | --------
|Assets                                  |           |         
|Cash and cash equivalents               |           | $  5,890
|Receivables and deposits                |           | 191     
|Restricted escrow                       |           | 51      
|Other assets                            |           | 456     
|Investment properties:                  |           |         
|Land                                    | $    624  |         
|Buildings and related personal property | 29,140    |         
|                                        | 29,764    |         
|Less accumulated depreciation           | (16,923)  | 12,841  
|                                        |           | $19,429 
|                                        |           |         
|Liabilities and Partners' Capital       |           |         
|Liabilities                             |           |         
|Accounts payable                        |           | $    284
|Tenant security deposit liabilities     |           | 66      
|Accrued property taxes                  |           | 55      
|Other liabilities                       |           | 292     
|Mortgage notes payable                  |           | 10,888  
|                                        |           |         
|Partners' Capital                       |           |         
|General partners                        | $     138 |         
|Limited partners (52,538 units          |           |         
|issued and outstanding)                 | 7,706     | 7,844   
|                                        |           | $19,429 



See Accompanying Notes to Consolidated Financial Statements



















SHELTER PROPERTIES V LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per unit data)







|                                                      |                    |           
|----------------------------------------------------- | ------------------ | ----------
|                                                      | Three Months Ended
|                                                      | March 31,         
|                                                      | 2006               | 2005      
|                                                      |                    | (Restated)
|Revenues:                                             |                    |           
|Rental income                                         | $    765           | $   756   
|Other income                                          | 75                 | 36        
|Total revenues                                        | 840                | 792       
|                                                      |                    |           
|Expenses:                                             |                    |           
|Operating                                             | 451                | 341       
|General and administrative                            | 99                 | 105       
|Depreciation                                          | 372                | 238       
|Interest                                              | 194                | 277       
|Property taxes                                        | 55                 | 53        
|Total expenses                                        | 1,171              | 1,014     
|                                                      |                    |           
|Loss from continuing operations                       | (331)              | (222)     
|Loss from discontinued operations (Notes A and C)     | (4,279)            | (12)      
|Gain from sale of discontinued operations (Note C)    | 34,663             | --        
|                                                      |                    |           
|Net income (loss)                                     | $30,053            | $(234)    
|                                                      |                    |           
|Net income (loss) allocated to general partners (1%)  | $    301           | $    (2)  
|Net income (loss) allocated to limited partners (99%) | 29,752             | (232)     
|                                                      |                    |           
|                                                      | $30,053            | $(234)    
|Per limited partnership unit:                         |                    |           
|Loss from continuing operations                       | $  (6.25)          | $ (4.19)  
|Loss from discontinued operations                     | (80.63)            | (0.23)    
|Gain from sale of discontinued operations             | 653.17             | --        
|                                                      |                    |           
|Net income (loss)                                     | $566.29            | $(4.42)   
|                                                      |                    |           
|Distributions per limited partnership unit            | $361.91            | $--       



See Accompanying Notes to Consolidated Financial Statements



















SHELTER PROPERTIES V LIMITED PARTNERSHIP

CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL

(Unaudited)

(in thousands, except unit data)







|                                |             |          |           |          
|------------------------------- | ----------- | -------- | --------- | ---------
|                                | Limited     |          |           |          
|                                | Partnership | General  | Limited   |          
|                                | Units       | Partners | Partners  | Total    
|                                |             |          |           |          
|Original capital contributions  | 52,538      | $2       | $52,538   | $52,540  
|                                |             |          |           |          
|Partners' deficit at            |             |          |           |          
|December 31, 2005               | 52,538      | $  (163) | $ (3,032) | $ (3,195)
|                                |             |          |           |          
|Distributions to partners       | --          | --       | (19,014)  | (19,014) 
|                                |             |          |           |          
|Net income for the three months |             |          |           |          
|ended March 31, 2006            | --          | 301      | 29,752    | 30,053   
|                                |             |          |           |          
|Partners' capital at            |             |          |           |          
|March 31, 2006                  | 52,538      | $138     | $7,706    | $7,844   



See Accompanying Notes to Consolidated Financial Statements

















SHELTER PROPERTIES V LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)



|                                                        |                    |         
|------------------------------------------------------- | ------------------ | --------
|                                                        | Three Months Ended
|                                                        | March 31,         
|                                                        | 2006               | 2005    
|Cash flows from operating activities:                   |                    |         
|Net income (loss)                                       | $30,053            | $  (234)
|Adjustments to reconcile net income (loss)              |                    |         
|to net cash (used in) provided by operating activities: |                    |         
|Gain from sale of discontinued operations               | (34,663)           | --      
|Depreciation                                            | 478                | 832     
|Amortization of loan costs                              | 7                  | 18      
|Loss on early extinguishment of debt                    | 4,055              | --      
|Casualty gain                                           | --                 | (16)    
|Change in accounts:                                     |                    |         
|Receivables and deposits                                | 299                | 66      
|Other assets                                            | 92                 | (177)   
|Accounts payable                                        | 112                | (17)    
|Tenant security deposit liabilities                     | (84)               | 10      
|Accrued property taxes                                  | (141)              | 177     
|Due to affiliates                                       | --                 | (70)    
|Other liabilities                                       | (363)              | (39)    
|Net cash (used in) provided by operating activities     | (155)              | 550     
|                                                        |                    |         
|Cash flows from investing activities:                   |                    |         
|Property improvements and replacements                  | (169)              | (1,167) 
|Net proceeds from sale of discontinued operations       | 40,181             | --      
|Net deposits to restricted escrows                      | --                 | (1)     
|Net cash provided by (used in) investing activities     | 40,012             | (1,168) 
|                                                        |                    |         
|Cash flows from financing activities:                   |                    |         
|Payments on mortgage notes payable                      | (183)              | (360)   
|Repayment of mortgage notes payable                     | (15,628)           | --      
|Advances from affiliate                                 | --                 | 318     
|Payments on advances from affiliate                     | --                 | (34)    
|Distributions to partners                               | (19,014)           | --      
|Net cash used in financing activities                   | (34,825)           | (76)    
|                                                        |                    |         
|Net increase (decrease) in cash and cash equivalents    | 5,032              | (694)   
|Cash and cash equivalents at beginning of period        | 858                | 1,138   
|Cash and cash equivalents at end of period              | $5,890             | $444    
|                                                        |                    |         
|Supplemental disclosure of cash flow information:       |                    |         
|Cash paid for interest                                  | $448               | $889    
|Supplemental disclosure of non-cash activity:           |                    |         
|Property improvements and replacements in accounts      |                    |         
|payable                                                 | $59                | $442    



At December 31, 2005 and 2004, approximately $71,000 and $726,000, respectively, of property improvements and replacements were included in accounts payable and are included in property improvements and replacements for the three months ended March 31, 2006 and 2005, respectively.



See Accompanying Notes to Consolidated Financial Statements

















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 month period ended March 31, 2006 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2006.  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, 2005.  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 statement of operations for the three months ended March 31, 2005 has been restated as of January 1, 2005 to reflect the operations of The Lexington Green Apartments, Foxfire Apartments, Millhopper Village Apartments, Old Salem Apartments and Woodland Village Apartments as loss from discontinued operations.  The Partnership sold The Lexington Green Apartments to a third party in June 2005, the Partnership sold Foxfire Apartments to a third party in August 2005, the Partnership sold Millhopper Village Apartments to a third party in November 2005, the Partnership sold Old Salem Apartments to a third party in January 2006 and the Partnership sold Woodland Village Apartments to a third party in March 2006 (see Note C).



Recent Accounting Pronouncement



In May 2005, the Financial Accounting Standards Board issued SFAS No. 154 Accounting Changes and Error Corrections, which replaces APB Opinion No. 20 and SFAS No. 3, and changes the requirements for the accounting for and reporting of a change in accounting principle. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Partnership adopted SFAS No. 154 effective January 1, 2006. The adoption of SFAS No. 154 did not have a material effect on the Partnerships consolidated financial condition or results of operations.



Note B - Reconciliation of Cash Flows



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

















| |                                                     |                    |        
| | --------------------------------------------------- | ------------------ | -------
| |                                                     | Three Months Ended
| |                                                     | March 31,         
| |                                                     | (in thousands)    
| |                                                     | 2006               | 2005   
| |                                                     |                    |        
| | Net cash (used in) provided by operating activities | $   (155)          | $   550
| | Payments on mortgage notes payable                  | (183)              | (360)  
| | Property improvements and replacements              | (169)              | (1,167)
| | Change in restricted escrows, net                   | --                 | (1)    
| | Changes in reserves for net operating               |                    |        
| | liabilities                                         | 85                 | 50     
| |                                                     |                    |        
| | Net cash used in operations                         | $(422)             | $(928) 



Note C  Disposition of Investment Properties



On January 12, 2006, the Partnership sold Old Salem Apartments to a third party for a gross sale price of approximately $31,600,000.  The net proceeds realized by the Partnership were approximately $28,898,000 after payment of closing costs and a prepayment penalty owed by the Partnership and paid by the buyer.  The Partnership used approximately $8,545,000 of the net proceeds to repay the mortgage encumbering the property.  The Partnership realized a gain of approximately $25,895,000 as a result of the sale, 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 $2,450,000 as a result of the write-off of loan costs and a prepayment penalty, which is included in loss from discontinued operations. The propertys operations, loss of approximately $159,000 and income of approximately $19,000 for the three months ended March 31, 2006 and 2005, respectively, are included in loss from discontinued operations. Also included in loss from discontinued operations for the three months ended March 31, 2006 and 2005 are revenues of approximately $34,000 and $782,000, respectively.



On March 31, 2006, the Partnership sold Woodland Village Apartments to a third party for a gross sale price of approximately $13,010,000. The net proceeds realized by the Partnership were approximately $11,283,000 after payment of closing costs and a prepayment penalty owed by the Partnership and paid by the buyer. The Partnership used approximately $7,083,000 of the net proceeds to repay the mortgage encumbering the property. The Partnership realized a gain of approximately $8,679,000 as a result of the sale, 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 $1,605,000 as a result of the write-off of loan costs and a prepayment penalty, which is included in loss from discontinued operations. The propertys operations, loss of approximately $65,000 and income of approximately $15,000 for the three months ended March 31, 2006 and 2005, respectively, are included in loss from discontinued operations. Also included in loss from discontinued operations for the three months ended March 31, 2006 and 2005 are revenues of approximately $541,000 and $595,000, respectively.



The operations of The Lexington Green Apartments, Foxfire Apartments, and Millhopper Village Apartments, income (loss) of approximately $17,000, ($84,000) and $21,000, respectively, are included in loss from discontinued operations for











the three months ended March 31, 2005.  Also included in loss from discontinued operations for the three months ended March 31, 2005 are revenues of approximately $651,000, $461,000 and $298,000, respectively.



During the three months ended March 31, 2006, certain accruals of approximately $89,000 established during the fourth quarter of 2005 related to the sale of Millhopper Village Apartments were reversed due to actual costs being less than anticipated. These accrual reversals are included as an increase in gain from sale of discontinued operations for the three months ended March 31, 2006.



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 $87,000 and $176,000 for the three months ended March 31, 2006 and 2005, respectively, which are included in operating expenses and loss from discontinued operations.



Affiliates of the Corporate General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $68,000 and $111,000 for the three months ended March 31, 2006 and 2005, respectively, which are included in general and administrative expenses, investment properties and gain from sale of discontinued operations. The portion of these reimbursements included in investment properties and gain from sale of discontinued operations for the three months ended March 31, 2006 and 2005 are fees related to construction management services provided by an affiliate of the Corporate General Partner of approximately $10,000 and $31,000, respectively.



In accordance with the Partnership Agreement, during the three months ended March 31, 2005, the Corporate General Partner advanced approximately $199,000 to the Partnership to fund the redevelopment project at Lake Johnson Mews Apartments and approximately $119,000 to fund real estate taxes and capital expenditures of Lake Johnson Mews Apartments and Foxfire Apartments. Interest was accrued at 10% on the redevelopment advances and the prime rate plus 2% for all other advances.  Interest expense was approximately $65,000 for the three months ended March 31, 2005.  During the three months ended March 31, 2005, the Partnership made payments on advances of approximately $34,000 and related interest of approximately $66,000 with cash from operations.  At March 31, 2006, there were no outstanding advances or accrued interest due to an affiliate of the Corporate General Partner.



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 January 2006 sale of Old Salem Apartments or the March 2006 sale of Woodland Village 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 three months ended March 31, 2006,  the Partnership was charged by AIMCO and its affiliates approximately $113,000 for hazard insurance coverage and fees associated with policy claims administration.  Additional charges will be incurred by the Partnership during 2006 as other insurance policies renew later in the year.  The Partnership was charged by AIMCO and its affiliates approximately $211,000 for insurance coverage and fees associated with policy claims administration during the year ended December 31, 2005.



Note E  Casualty Event



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 $11,000, which were not covered by insurance, for the three months ended March 31, 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 three months ended March 31, 2005.



Note F  Redevelopment of Property



During 2004, the Corporate General Partner began a major redevelopment project at Lake Johnson Mews Apartments.  The property 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 was completed in January 2006 at a total cost of approximately $3,193,000.  The project was funded from advances from an affiliate of the Corporate General Partner and cash from operations.  During the construction period, certain expenses were capitalized and are being depreciated over the remaining life of the property.  During the three months ended March 31, 2006, approximately $10,000 of interest was capitalized.  No such costs were capitalized during the three months ended March 31, 2005.



Note G - 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.  The matter was transferred back to the trial court on June 21, 2005.  With regard to the second appeal, the Court of Appeals reversed the order requiring the Objector to pay referee fees. 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, both of which were ultimately denied and/or struck by the trial court.  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 November 14, 2005, Plaintiffs filed a Motion For Further Findings pursuant to the remand ordered by the Court of Appeals. Defendants joined in that motion.  On February 3, 2006, the Court held a hearing on the various matters pending before it and has ordered additional briefing from the parties and Objector. The parties and Objector submitted one final round of briefing to the Court and the matter has been submitted for the Courts decision.



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.  Notices have been sent out to all current and former hourly maintenance workers. Although 1,049 individuals opted-in to the class the defendants will be challenging the eligibility and timeliness of some. Defendants will have the opportunity to move to decertify the collective action with briefing that commences in August.  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), and on November 5, 2005 in Montgomery County Maryland Circuit Court.  The California case has been stayed, while discovery in the Maryland case proceeds. 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.



Note H  Subsequent Event



Subsequent to March 31, 2006, the Partnership distributed approximately $4,361,000 to the limited partners (approximately $83.01 per limited partnership unit) from proceeds from the sale of Woodland Village Apartments.















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 two apartment complexes.  The following table sets forth the average occupancy of the properties for the three months ended March 31, 2006 and 2005:



| |                                |           |     
| | ------------------------------ | --------- | ----
| |                                | March 31,
| | Property                       | 2006      | 2005
| |                                |           |     
| | Lake Johnson Mews Apartments   |           |     
| | Raleigh, North Carolina (1)    | 83%       | 87% 
| |                                |           |     
| | Tar River Estates Apartments   |           |     
| | Greenville, North Carolina (2) | 94%       | 98% 
| |                                |           |     



(1)

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



(2)

The Corporate General Partner attributes the decrease in occupancy at Tar River Estates Apartments to a fluctuation in the student population in the Greenville area.



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















Results of Operations



The Partnerships net income for the three months ended March 31, 2006 was approximately $30,053,000 as compared to net loss of approximately $234,000 for the three months ended March 31, 2005.  In accordance with Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the accompanying consolidated statement of operations for the three months ended March 31, 2005 has been restated as of January 1, 2005 to reflect the operations of The Lexington Green Apartments, Foxfire Apartments, Millhopper Village Apartments, Old Salem Apartments and Woodland Village Apartments as loss from discontinued operations.  The Partnership sold The Lexington Green Apartments to a third party in June 2005, the Partnership sold Foxfire Apartments to a third party in August 2005, the Partnership sold Millhopper Village Apartments to a third party in November 2005, the Partnership sold Old Salem Apartments to a third party in January 2006 and the Partnership sold Woodland Village Apartments to a third party in March 2006.



On January 12, 2006, the Partnership sold Old Salem Apartments to a third party for a gross sale price of approximately $31,600,000.  The net proceeds realized by the Partnership were approximately $28,898,000 after payment of closing costs and a prepayment penalty owed by the Partnership and paid by the buyer.  The Partnership used approximately $8,545,000 of the net proceeds to repay the mortgage encumbering the property.  The Partnership realized a gain of approximately $25,895,000 as a result of the sale, 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 $2,450,000 as a result of the write-off of loan costs and a prepayment penalty, which is included in loss from discontinued operations. The propertys operations, loss of approximately $159,000 and income of approximately $19,000 for the three months ended March 31, 2006 and 2005, respectively, are included in loss from discontinued operations. Also included in loss from discontinued operations for the three months ended March 31, 2006 and 2005 are revenues of approximately $34,000 and $782,000, respectively.



On March 31, 2006, the Partnership sold Woodland Village Apartments to a third party for a gross sale price of approximately $13,010,000. The net proceeds realized by the Partnership were approximately $11,283,000 after payment of closing costs and a prepayment penalty owed by the Partnership and paid by the buyer. The Partnership used approximately $7,083,000 of the net proceeds to repay the mortgage encumbering the property. The Partnership realized a gain of approximately $8,679,000 as a result of the sale, 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 $1,605,000 as a result of the write-off of loan costs and a prepayment penalty, which is included in loss from discontinued operations. The propertys operations, loss of approximately $65,000 and income of approximately $15,000 for the three months ended March 31, 2006 and 2005, respectively, are included in loss from discontinued operations. Also included in loss from discontinued operations for the three months ended March 31, 2006 and 2005 are revenues of approximately $541,000 and $595,000, respectively.



The operations of The Lexington Green Apartments, Foxfire Apartments, and Millhopper Village Apartments, income (loss) of approximately $17,000, ($84,000) and $21,000, respectively, are included in loss from discontinued operations for the three months ended March 31, 2005.  Also included in loss from discontinued operations for the three months ended March 31, 2005 are revenues of approximately $651,000, $461,000 and $298,000, respectively.



During the three months ended March 31, 2006, certain accruals of approximately $89,000 established during the fourth quarter of 2005 related to the sale of













Millhopper Village Apartments were reversed due to actual costs being less than anticipated. These accrual reversals are included as an increase in gain from sale of discontinued operations for the three months ended March 31, 2006.



The Partnerships loss from continuing operations for the three months ended March 31, 2006 and 2005 was approximately $331,000 and $222,000, respectively. The increase in loss from continuing operations is due to an increase in total expenses, partially offset by an increase in total revenues.  The increase in total expenses is due to increases in operating and depreciation expenses, partially offset by decreases in general and administrative and interest expenses.  Property tax expense remained relatively constant for the comparable periods.  The increase in operating expenses is primarily due to increases in advertising and cable television expenses at Tar River Estates Apartments, training expenses at Lake Johnson Mews Apartments, insurance expense as a result of increased premiums at both of the Partnerships investment properties, and management fees as a result of an increase in rental income at Lake Johnson Mews Apartments. The increase in depreciation expense is due to property improvements and replacements placed into service at both of the Partnerships properties during in the past twelve months.  Interest expense decreased primarily due to a decrease in interest expense on advances from an affiliate of the Corporate General Partner, 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. The decrease in general and administrative expenses is primarily due to a decrease in management reimbursements to the Corporate General Partner as allowed under the Partnership Agreement, partially offset by an increase in professional expenses associated with the administration of the Partnership.  Also included in general and administrative expenses for the three months ended March 31, 2006 and 2005 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 is due to increases in both rental and other income.  The increase in rental income is primarily due to an increase in the average rental rate, partially offset by a decrease in occupancy, at both of the Partnerships investment properties. The increase in other income is primarily due to increases in interest income as a result of higher average cash balances and internet service fees at Tar River Estates Apartments, partially offset by a decrease in student housing fees at Tar River Estates Apartments.



During 2004, the Corporate General Partner began a major redevelopment project at Lake Johnson Mews Apartments.  The property 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 was completed in January 2006 at a total cost of approximately $3,193,000.  The project was funded from advances from an affiliate of the Corporate General Partner and cash from operations.  During the construction period, certain expenses were capitalized and are being depreciated over the remaining life of the property.  During the three months ended March 31, 2006, approximately $10,000 of interest was capitalized.  No such costs were capitalized during the three months ended March 31, 2005.



Liquidity and Capital Resources



At March 31, 2006, the Partnership had cash and cash equivalents of approximately $5,890,000, compared to approximately $444,000 at March 31, 2005.  The increase in cash and cash equivalents of approximately $5,032,000, from December 31, 2005,  is due to approximately $40,012,000 of cash provided by investing activities, partially offset by approximately $34,825,000 of cash used in financing activities and approximately $155,000 of cash used in operating activities. Cash provided by













investing activities consisted of net proceeds from the sales of Old Salem Apartments and Woodland Village Apartments, partially offset by property improvements and replacements. Cash used in financing activities consisted of the repayment of the mortgages encumbering Old Salem Apartments and Woodland Village Apartments, distributions to partners, and payments of principal made on the mortgages encumbering the Partnerships investment properties.  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.



Lake Johnson Mews Apartments:  During the three months ended March 31, 2006, the Partnership completed approximately $10,000 of capital improvements at Lake Johnson Mews Apartments arising from the redevelopment of the property. Additional capital improvements of approximately $48,000 consisted primarily of countertops and structural upgrades.  These improvements were funded from operations.  The property completed a redevelopment project in January 2006 at a total cost of approximately $3,193,000 in order to remain competitive with other properties in the area in the effort to increase occupancy at the property.  The project was 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. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2006.  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 three months ended March 31, 2006, the Partnership completed approximately $36,000 of capital improvements at Woodland Village Apartments, consisting primarily of floor covering replacement. These improvements were funded from operations. The Partnership sold Woodland Village Apartments to a third party on March 31, 2006.



Tar River Estates Apartments:  During the three months ended March 31, 2006, the Partnership completed approximately $60,000 of capital improvements at Tar River Estates Apartments, consisting primarily of major landscaping, HVAC upgrades, 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 2006.  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 three months ended March 31, 2006, the Partnership completed approximately $3,000 of capital improvements at Old Salem Apartments, consisting primarily of floor covering replacements. These improvements were funded from operations.  The Partnership sold Old Salem Apartments to a third party on January 12, 2006.



Capital expenditures will be incurred only if cash is available from operations or 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 generally sufficient for any near-term needs (exclusive of capital improvements) of the Partnership. The mortgage indebtedness encumbering the Partnerships investment properties of approximately $10,888,000 is amortized over varying periods with maturity dates ranging from July 1, 2021 to January 1, 2022, at which time the loans are scheduled to be fully amortized.



The Partnership distributed the following amounts during the three months ended March 31, 2006 and 2005 (in thousands, except per unit data):



|         |                    |             |                    |            
|-------- | ------------------ | ----------- | ------------------ | -----------
|         | Three Months Ended | Per Limited | Three Months Ended | Per Limited
|         | March 31,          | Partnership | March 31,          | Partnership
|         | 2006               | Unit        | 2005               | Unit       
|         |                    |             |                    |            
|Sale (1) | $19,014            | $361.91     | $--                | $--        



(1)

Proceeds from the January 2006 sale of Old Salem Apartments and the August 2005 sale of Foxfire Apartments.



Subsequent to March 31, 2006, the Partnership distributed approximately $4,361,000 to the limited partners (approximately $83.01 per limited partnership unit) from proceeds from the March 2006 sale of Woodland Village Apartments.



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 2006 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 March 31, 2006.  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



Investment properties are recorded at cost, less accumulated depreciation, unless the carrying amount of the asset is not recoverable.  If events or circumstances indicate that the carrying amount of a property may not be recoverable, the Partnership will make an assessment of its recoverability by comparing the carrying amount to the Partnerships estimate of the undiscounted future cash flows, excluding interest charges, of the property.   If the carrying amount exceeds the aggregate undiscounted future cash flows, the Partnership would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property.



Real property investment is 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, general economic climate; competition from other apartment communities and other housing options; local conditions, such as loss of jobs or an increase in the supply of apartments that might adversely affect apartment occupancy or rental rates; changes in governmental regulations and the related cost of compliance; increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents; and changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multi-family housing.  Any adverse changes in these factors could cause impairment of the Partnerships assets.



Capitalized Costs Related to Redevelopment and Construction Projects



The Partnership capitalizes costs incurred in connection with capital expenditure activities, including redevelopment and construction projects. Costs associated with redevelopment projects are capitalized in accordance with SFAS No. 67, Accounting for Costs and the Initial Rental Operations of Real Estate Properties. Included in these capitalized costs are payroll costs associated with time spent by site employees in connection with the planning, execution and control of all capital expenditure activities at the property level.  The Partnership capitalizes interest, property taxes and operating costs in accordance with SFAS No. 34 Capitalization of Interest Costs during periods in which redevelopment and construction projects are in progress.



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.













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.  The matter was transferred back to the trial court on June 21, 2005.  With regard to the second appeal, the Court of Appeals reversed the order requiring the Objector to pay referee fees. 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, both of which were ultimately denied and/or struck by the trial court.  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 November 14, 2005, Plaintiffs filed a Motion For Further Findings pursuant to the remand ordered by the Court of Appeals. Defendants joined in that motion.  On February 3, 2006, the













Court held a hearing on the various matters pending before it and has ordered additional briefing from the parties and Objector.  The parties and Objector submitted one final round of briefing to the Court and the matter has been submitted for the Courts decision.



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.  Notices have been sent out to all current and former hourly maintenance workers. Although 1,049 individuals opted-in to the class the defendants will be challenging the eligibility and timeliness of some. Defendants will have the opportunity to move to decertify the collective action with briefing that commences in August.  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), and on November 5, 2005 in Montgomery County Maryland Circuit Court.  The California case has been stayed, while discovery in the Maryland case proceeds. 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.













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: May 12, 2006                      













SHELTER PROPERTIES V LIMITED PARTNERSHIP

EXHIBIT INDEX



Exhibit Number

Description of Exhibit



3

See Exhibit 4(a)



3.1

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



4

(a)

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



(b)

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



10(i)

Contracts related to acquisition of properties.



(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.



(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.











SHELTER PROPERTIES V LIMITED PARTNERSHIP

EXHIBIT INDEX  CONTINUED



(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, filed as exhibit 10(ii)e to the Registrants Quarterly Report on Form 10-QSB for the quarter ended September 30, 2005 and incorporated herein by reference.



(f)

Assignment of Purchase and Sale Contract by and between Magnum Realty, LLC, a Florida limited liability company and Hawthorne Reserve, LLC, a Florida limited liability company, dated November 15, 2005, filed as exhibit 10(ii)g to the Registrants Current Report on Form 8-K dated November 30, 2005 and incorporated herein by reference.



(g)

Purchase and Sale Contract between Shelter Properties V, a South Carolina limited partnership, and Cheetah Investment Company, LLC, a Virginia limited liability company, dated November 3, 2005, filed as exhibit 10(ii)g to the Registrants Current Report on Form 8-K dated November 3, 2005 and incorporated herein by reference.



(h)  Purchase and Sale Contract between Shelter Properties V, a South Carolina limited partnership, and the affiliated Selling Partnerships and The Bethany Group, LLC, a California limited liability company, dated November 2, 2005, filed as exhibit 10(ii)f to the Registrants Current Report on Form 8-K dated November 2, 2005 and incorporated herein by reference.



(i)

Second Amendment to Purchase and Sale Contract between Shelter Properties V Limited Partnership, a South Carolina limited partnership, and the affiliated Selling Partnerships and The Bethany Group, LLC, a California limited liability company, dated February 9, 2006, filed as exhibit 10(ii)h to the Registrants Current Report on Form 8-K dated February 9, 2006 and incorporated herein by reference.



(iii)

Contracts related to refinancing of debt:



(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).



(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).











SHELTER PROPERTIES V LIMITED PARTNERSHIP

EXHIBIT INDEX  CONTINUED



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.











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:  May 12, 2006

/s/Martha L. Long

Martha L. Long

Senior Vice President of Shelter Realty V Corporation, equivalent of the chief executive officer of the Partnership











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:  May 12, 2006

/s/Stephen B. Waters

Stephen B. Waters

Vice President of Shelter Realty V Corporation, equivalent of the chief financial officer of the Partnership











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 March 31, 2006 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: May 12, 2006     
| |                        
| | /s/Stephen B. Waters   
| | Name: Stephen B. Waters
| | Date: May 12, 2006     



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.