UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-K

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

For the fiscal year ended December 31, ~~2008~~2009

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

For the transition period from _________to _________

Commission file number 0-11574

SHELTER PROPERTIES V LIMITED PARTNERSHIP

(Exact name of registrant 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)

Registrant's telephone number, including area code (864) 239-1000

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Units of Limited Partnership Interest

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 if ~~disclosure~~whether ofthe ~~delinquent~~registrant ~~filers~~has ~~pursuant~~submitted toelectronically ~~Item~~and ~~405~~posted ofon ~~Regulation~~its ~~S-K~~corporate Web issite, ~~not~~if ~~contained herein~~any, ~~and~~every ~~will~~Interactive ~~not~~ Data File required to be ~~contained,~~submitted and posted pursuant to ~~the~~Rule ~~best~~405 of ~~the~~Regulation ~~registrant's~~S-T ~~knowledge,~~(232.405 inof ~~definitive~~this ~~proxy~~chapter) orduring ~~information~~the ~~statements~~preceding ~~incorporated~~12 bymonths ~~reference~~(or infor ~~Part~~such ~~III~~shorter ofperiod ~~this~~that ~~Form~~the ~~10-K~~registrant was orrequired ~~any~~to ~~amendment~~submit toand ~~this~~post ~~Form~~such ~~10-K~~files). [X ] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer £

Accelerated filer £

Non-accelerated filer £(Do not check if a

smaller reporting company)

Smaller reporting company S

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]

State the aggregate market value of the voting and non-voting partnership interests held by non-affiliates computed by reference to the price at which the partnership interests were last sold, or the average bid and asked ~~prices~~price of such partnership interests as of ~~the~~ the last business day of the registrant’s most recently completed second fiscal quarter. No market exists for the limited partnership interests of the Registrant, and, therefore, no aggregate market value can be determined.

DOCUMENTS INCORPORATED BY REFERENCE

None

FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements in certain circumstances. Certain information included in this Annual Report contains or may contain information that is forward-looking within the meaning of the federal securities laws, including, without limitation, statements regarding the effect of redevelopments, the Partnership’s future financial performance, including the Partnership’s ability to maintain current or meet projected occupancy and rent levels, and the effect of government regulations. Actual results may differ materially from those described in these forward-looking statements and, in addition, will be affected by a variety of risks and factors some of which are beyond the Partnership’s control including, without limitation: financing risks, including the availability and cost of financing and the risk that the Partnership’s cash flows from operations may be insufficient to meet required payments of principal and interest; natural disasters and severe weather such as hurricanes; national and local economic conditions; the general level of interest rates; energy costs; the terms of governmental regulations that affect the Partnership’s ~~properties~~property and interpretations of those regulations; the competitive environment in which the Partnership operates; real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for ~~tenants~~residents in such markets; insurance risk, including the cost of insurance; development risks; litigation, including costs associated with prosecuting or defending claims and any adverse outcomes; and possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by the Partnership. Readers should carefully review the Partnership’s consolidated financial statements and the notes thereto, as well as the ~~section entitled “Risk Factors” described in Item 1A of this Annual Report and the~~ other documents the Partnership files from time to time with the Securities and Exchange Commission.

PART I

Item 1. Business.

Shelter Properties V Limited Partnership (the "Partnership" or "Registrant") was organized as a limited partnership under the laws of the State of South Carolina on August 21, 1981. The general partner responsible for management of the Partnership's business is Shelter Realty V Corporation, a South Carolina corporation (the "Corporate General Partner"). 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 is AIMCO Properties, L.P., an affiliate of both the Corporate General Partner and AIMCO. The Partnership Agreement provides that the Partnership is to terminate on December 31, 2023 unless terminated prior to such date.

The Registrant is engaged in the business of operating and holding real estate ~~properties~~property for investment. In 1983 and 1984, during its acquisition phase, the Registrant acquired eight existing apartment properties. The Registrant continues to own and operate one ~~two~~property ~~of these properties~~ at December 31, ~~2008~~2009. See "Item 2. ~~Properties~~ Property".

Commencing May 27, 1983, the Registrant offered, pursuant to a Registration Statement filed with the Securities and Exchange Commission, up to 99,900 Units of Limited Partnership Interest (the "Units") at a purchase price of $1,000 per Unit with a minimum purchase of 5 Units ($5,000), or 2 Units ($2,000) for an Individual Retirement Account.

The offering terminated on December 8, 1983. Upon termination of the offering, the Registrant had accepted subscriptions for 52,538 Units, including 100 Units purchased by the Corporate General Partner, for an aggregate of $52,538,000. Unsold Units (numbering 47,462) were deregistered pursuant to Post Effective Amendment No. 3 to the Registration Statement filed with the Securities and Exchange Commission on December 21, 1983. The Registrant invested approximately $38,900,000 of such proceeds in eight existing apartment properties. At December 31, ~~2008~~2009, the Partnership continues to own and operate ~~two~~one of its original properties. Since its initial offering, the Partnership has not received, nor are limited partners required to make, additional capital contributions.

The Registrant has no employees. Management and administrative services are performed by the Corporate General Partner and by agents retained by the Corporate General Partner. An affiliate of the Corporate General Partner has been providing such property management services.

Item 1A. Risk Factors.

The risk factors noted in this section and other factors noted throughout this Annual Report describe certain risks and uncertainties that could cause the Partnership’s actual results to differ materially from those contained in any forward-looking statement.

The Partnership’s existing and future debt financing could render it unable to operate, result in foreclosure on its properties, prevent it from making distributions on its equity or otherwise adversely affect its liquidity.

The Partnership is subject to the risk that its cash flow from operations will be insufficient to make required payments of principal and interest, and the risk that existing indebtedness may not be refinanced or that the terms of any refinancing will not be as favorable as the terms of existing indebtedness. If the Partnership fails to make required payments of principal and interest on secured debt, its lender could foreclose on the properties securing such debt, which would result in loss of income and asset value to the Partnership. Payments of principal and interest may leave the Partnership with insufficient cash resources to operate its properties or pay distributions.

Disruptions in the financial markets could affect the Partnership’s ability to obtain financing and the cost of available financing and could adversely affect the Partnership’s liquidity.

The Partnership’s ability to obtain financing and the cost of such financing depends on the overall condition of the United States credit markets and the level of involvement of certain government sponsored entities, specifically, Federal Home Loan Mortgage Corporation, or Freddie Mac, and Federal National Mortgage Association, or Fannie Mae, in secondary credit markets. Recently the United States credit markets have experienced significant liquidity disruptions, which have caused the spreads on debt financings to widen considerably and have made obtaining financing more difficult. Further or prolonged disruptions in the credit markets could result in Freddie Mac or Fannie Mae reducing their level of involvement in secondary credit markets which would adversely affect the Partnership’s ability to obtain non-recourse property debt financing.

Failure to generate sufficient net operating income may limit the Partnership’s ability to fund necessary capital expenditures or the Partnership’s ability to pay distributions.

The Partnership’s ability to fund necessary capital expenditures on its properties depends on its ability to generate net operating income in excess of required debt payments. If the Partnership is unable to fund capital expenditures on its properties, the Partnership may not be able to preserve the competitiveness of its properties, which could adversely affect the Partnership’s net operating income.

The Partnership’s ability to make distributions to its partners depends on its ability to generate net operating income in excess of required debt payments and capital expenditure requirements. Net operating income and liquidity may be adversely affected by events or conditions beyond the Partnership’s control, including:

the 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;

changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multifamily housing; and

changes in interest rates and the availability of financing.

Competition could limit the Partnership’s ability to lease apartments or increase or maintain rents.

The Partnership’s apartment properties compete for residents with other housing alternatives, including other rental apartments, condominiums and single-family homes that are available for rent, as well as new and existing condominiums and single-family homes for sale. Competitive residential housing in a particular area could adversely affect the Partnership’s ability to lease apartments and to increase or maintain rental rates. The current challenges in the credit and housing markets have increased housing inventory that competes with the Partnership’s properties.

Laws benefiting disabled persons may result in the Partnership’s incurrence of unanticipated expenses.

Under the Americans with Disabilities Act of 1990, or ADA, all places intended to be used by the public are required to meet certain Federal requirements related to access and use by disabled persons. Likewise, the Fair Housing Amendments Act of 1988, or FHAA, requires apartment properties first occupied after March 13, 1990, to be accessible to the handicapped. These and other Federal, state and local laws may require modifications to the Partnership’s properties, or affect renovations of the properties. Noncompliance with these laws could result in the imposition of fines or an award of damages to private litigants and also could result in an order to correct any non-complying feature, which could result in substantial capital expenditures. Although the Partnership believes that its properties are substantially in compliance with present requirements, the Partnership may incur unanticipated expenses to comply with the ADA and the FHAA in connection with the ongoing operation of its properties.

Potential liability or other expenditures associated with potential environmental contamination may be costly.

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, including lead-based paint. 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 connection 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.

Moisture infiltration and resulting mold remediation may be costly.

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 policies, procedures, third-party audits and training and the Corporate General Partner believes that these measures will prevent or eliminate mold exposure and will minimize the effects that mold may 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.

A further description of the Partnership's business is included in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" included in this Form 10-K.

Item 2. ~~Properties~~Property.

The following table sets forth the Partnership's ~~investments~~investment in ~~properties~~property:

	Date of
Property	Purchase	Type of Ownership	Use
Lake Johnson Mews Apartments	09/30/83	Fee ownership, subject	Apartment
Raleigh, North Carolina		to first and second	201 units
		mortgages.
Tar River Estates Apartments	01/18/84	Fee ownership, subject	Apartment
Greenville, North Carolina		to first mortgage. (1)	220 units

(1) Property is held by a Limited Partnership in which the Partnership owns a 99.99% interest.

~~Schedule~~On June 26, 2009, the Partnership sold Lake Johnson Mews Apartments, located in Raleigh, North Carolina, to a third party for a sales price of $10,790,000. The net proceeds ~~Properties:~~realized by the Partnership were approximately $2,577,000 after payment of closing costs of approximately $192,000 and the assumption of the mortgages of approximately $8,021,000 by the purchaser. The sale resulted in a gain of approximately $7,248,000 during the year ended December 31, 2009. In addition, the Partnership recorded a loss on extinguishment of debt of approximately $186,000 due to the write-off of unamortized loan costs. The loss on extinguishment of debt is included in loss from discontinued operations.

~~Set~~Schedule ~~forth below for both~~ of ~~the Partnership's properties is the gross carrying value, accumulated depreciation, depreciable life, method of depreciation and Federal tax basis.~~Property:

	Gross
	Carrying	Accumulated	Depreciable	Method of	Federal
Property	Value	Depreciation	Life	Depreciation	Tax Basis
	(in thousands)				(in thousands)
Lake Johnson Mews
Apartments	$13,315	$ 9,573	5-30 yrs	S/L	$ 2,915
Tar River Estates
Apartments	17,412	11,545	5-30 yrs	S/L	1,775
	$30,727	$21,118			$ 4,690

Set forth below for the Partnership's property is the gross carrying value, accumulated depreciation, depreciable life, method of depreciation and Federal tax basis.

See "Note A – Organization and Summary of Significant Accounting Policies" to the consolidated financial statements included in "Item 8. Financial Statements and Supplementary Data" for a description of the Partnership's capitalization and depreciation policies.

	Gross
	Carrying	Accumulated	Depreciable	Method of	Federal
Property	Value	Depreciation	Life	Depreciation	Tax Basis
	(in thousands)				(in thousands)

Tar River Estates
Apartments	$17,649	$12,129	5-30 yrs	S/L	$ 1,793

~~Schedule~~See "Note A – Organization and Summary of ~~Property~~Significant Accounting Policies" to the consolidated financial ~~Indebtedness:~~statements included in "Item 8. Financial Statements and Supplementary Data" for a description of the Partnership's capitalization and depreciation policies.

~~The~~Schedule ~~following~~of ~~table sets forth certain~~Property ~~information relating to the loans encumbering the Partnership's properties.~~Indebtedness:

	Principal				Principal
	Balance At	Stated			Balance
	December 31,	Interest	Period	Maturity	Due At
Property	2008	Rate	Amortized	Date(3)	Maturity (3)
	(in thousands)				(in thousands)
Lake Johnson Mews
Apartments
1st mortgage	$ 5,673	7.43%	(1)	07/01/20	$ 4,713
2nd mortgage	2,386	6.38%	(1)	07/01/20	1,926
Tar River Estates
Apartments	4,159	7.23%	(2)	01/01/22	--
Total	$12,218				$ 6,639

The following table sets forth certain information relating to the loan encumbering the Partnership's property.

(1) The principal balance is being amortized over 360 months.

	Principal				Principal
	Balance At	Stated			Balance
	December 31,	Interest	Period	Maturity	Due At
Property	2009	Rate	Amortized	Date (2)	Maturity (2)
	(in thousands)				(in thousands)

Tar River Estates
Apartments	$ 3,960	7.23%	(1)	01/01/22	$ --

(21) The principal balance is being amortized over 240 months.

(32) See “Note B – Mortgage ~~Notes~~Note Payable” to the consolidated financial statements included in "Item 8. Financial Statements and Supplementary Data" for information with respect to the Partnership's ability to prepay ~~these~~the fixed rate ~~loans~~loan and other specific ~~details~~ details about the ~~loans~~loan.

Schedule of Rental Rates and Occupancy:

Average annual rental rates and occupancy for the years ended December 31, ~~2008~~2009 and ~~2007~~2008 are as follows:

	Average Annual		Average Annual
	Rental Rates		Occupancy
	(per unit)
Property	~~2008~~2009	~~2007~~2008	~~2008~~2009	~~2007~~2008
Lake Johnson Mews Apartments (1)	$9,250	$8,965	92%	95%
Tar River Estates Apartments	$7,896	$8,219	92%	84%
Tar River Estates Apartments (2)	8,219	8,345	84%	81%

~~(1)~~ The Corporate ~~General~~ General Partner attributes the ~~decrease~~increase in occupancy at ~~Lake~~Tar ~~Johnson~~River ~~Mews~~ Estates Apartments to improved ~~increased~~market ~~competition~~conditions inand ~~the~~property ~~local~~management ~~area~~as ~~and~~a ~~rental~~result ~~rate~~of staffing ~~increases~~changes as well as a decrease in rental rates.

~~(2)~~The real estate industry is highly competitive. The Partnership’s property is subject to competition ~~Corporate~~from other residential apartment complexes in the area. The Corporate General Partner ~~attributes~~believes that the ~~increase~~Partnership’s inproperty ~~occupancy~~is atadequately insured. The ~~Tar~~property ~~River~~is an apartment complex which leases units for lease ~~Estates~~terms ~~Apartments~~of toone ~~improved~~year or less. As of December 31, 2009, no residential tenant leases 10% or more of the available rental space. The property ~~management~~is in good physical condition subject to normal depreciation and deterioration as ais typical ~~result~~for assets of ~~staffing changes~~this type and age.

AsSchedule ~~noted under "Item 1. Business", the real estate industry is highly competitive. Both~~ of ~~the properties~~Real ~~are subject to competition from other residential apartment complexes~~Estate inTaxes the area. The Corporate General Partner believes that both of the properties are adequately insured. Each property is an apartment complex which leases units for lease terms of one year or less. As of December 31, 2008, no residential tenant leases 10% or more of the available rental space. Both of the properties are in good condition subject to normal depreciation and ~~deterioration as is typical for assets of this type and age.~~Rate:

~~Schedule~~Real ofestate ~~Real~~taxes ~~Estate~~and rate ~~Taxes~~in ~~and~~2009 ~~Rates~~for the property were as follows:

Real estate taxes and rates in 2008 for each property were as follows:

	2009	2009
	Billings	Rate
	(in thousands)

Tar River Estates Apartments	$ 91	1.40%

	2008	2008
	Billings	Rates
	(in thousands)
Lake Johnson Mews Apartments*	$ 90	0.95%
Tar River Estates Apartments	91	1.40%

Capital Improvements:

*ThisLake ~~property~~Johnson ~~has~~Mews Apartments: During athe ~~fiscal~~ year ended ~~different~~December ~~than~~31, 2009, the ~~real~~Partnership ~~estate~~completed ~~tax~~approximately ~~year~~$83,000 of capital improvements at Lake Johnson Mews Apartments consisting primarily of electrical upgrades, exterior building and structural improvements and floor covering replacement. These improvements were funded from operations and insurance proceeds. The property was sold to a third party on June 26, 2009.

~~Capital~~Tar River ~~Improvements~~Estates Apartments: During the year ended December 31, 2009, the Partnership completed approximately $237,000 of capital improvements at Tar River Estates Apartments consisting primarily of parking lot resurfacing, kitchen and bath upgrades, exterior doors, lighting upgrades, plumbing improvements, appliance replacement 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 2010. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.

~~Lake~~Capital ~~Johnson~~expenditures ~~Mews Apartments: During~~will ~~the year~~be ended December 31, 2008, the Partnership completed approximately $202,000 of capital improvements at Lake Johnson Mews Apartments consisting primarily of swimming pool upgrades, gutter replacements, electrical upgrades, common area painting, water heater, appliance and floor covering replacements and construction related to damages incurred ~~due~~only toif acash ~~broken~~is ~~fire~~available ~~hydrant~~from ~~pipe, which~~operations ~~caused~~or ~~water damage to three units. These improvements were funded~~ from ~~operations~~ ~~and insurance proceeds. The~~ Partnership ~~regularly evaluates the~~ ~~capital improvement needs of the property~~reserves. To ~~While~~ the ~~Partnership~~extent ~~has~~that nocapital ~~material commitments for property~~ improvements ~~and~~are ~~replacements~~completed, ~~certain routine capital~~the ~~expenditures~~Partnership’s ~~are~~distributable ~~anticipated~~cash ~~during~~flow, ~~2009. Such~~if ~~capital~~any, ~~expenditures~~may ~~will depend~~be onadversely ~~the~~affected ~~physical condition of the property as well as anticipated cash~~at ~~flow~~least ~~generated~~in by the ~~property~~short term.

Tar RiverEstates Apartments: During the year ended December 31, 2008, the Partnership completed approximately $216,000 of capital improvements at Tar River Estates Apartments consisting primarily of interior building improvements, air conditioning, window replacement, plumbing upgrades and appliance and floor covering replacements. 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 2009. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.

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.

Item 3. Legal Proceedings.

As previously disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of ~~the~~ the Corporate General Partner, were defendants in a lawsuit, filed as a ~~collective~~ collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (“overtime claims”). The plaintiffs also contended that AIMCO Properties, L.P. and NHP Management Company (“the Defendants”) failed to compensate maintenance workers for time that they were required to be "on-call" (“on-call claims”). In March 2007, the court in the District of Columbia decertified the collective action. In July 2007, plaintiffs’ counsel filed individual cases in Federal court in 22 jurisdictions. In the second quarter of 2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel. As a result, the lawsuits asserted in the 22 Federal courts ~~will~~have been be dismissed. During the fourth quarter of 2008, the Partnership paid approximately $5,000 for settlement amounts for alleged unpaid overtime to employees who had worked at the Partnership’s investment properties. At this time, the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel are not resolved. The parties have selected six “on-call” ~~Corporate~~claims that will proceed forward through the arbitration process and have selected arbitrators. After those arbitrations have been completed, the parties will revisit settling the on-call claims. The first two arbitrations took place in December 2009 and the Defendants received a defense verdict against the first two claimants, and plaintiffs dismissed the claims of the next two claimants. The remaining two arbitrations will take place in April 2010. The Corporate General Partner is uncertain as to the amount of any additional loss that may be allocable to the Partnership. Therefore, the Partnership cannot ~~estimate~~ estimate whether any additional loss will occur or a potential range of loss.

ItemPART 4. Submission of Matters to a Vote of Security Holders.II

The unitholders of the Partnership did not vote on any matter through solicitation of proxies or otherwise during the quarter ended December 31, 2008.

PART II

The Partnership, a publicly-held limited partnership, offered and sold 52,538 limited partnership units (the “Units”) aggregating $52,538,000, inclusive of 100 units which were purchased by the Corporate General Partner. The Partnership had 1,~~406~~405 holders of record owning an aggregate of 52,538 Units at December 31, ~~2008~~ 2009. Affiliates of the Corporate General Partner owned 39,737 Units or 75.6463% at December 31, ~~2008~~2009. No public trading market has developed for the Units, and it is not anticipated that such a market will develop in the future.

The Partnership distributed the following amounts during the years ended December 31, ~~2008~~2009 and ~~2007~~2008 (in thousands, except per unit data):

	Year Ended	Per Limited	Year Ended	Per Limited
	Year ended	Per Limited	Year ended	Per Limited
	December 31,	Partnership	December 31,	Partnership
	2008	Unit	2007	Unit
	2009	Unit	2008	Unit
Sale(1)	$ 2,375	$ 45.21	$ --	$ --
Surplus Funds (1)	$ 110	$ 2.09	$ --	$ --
Sale(2)	2,327	44.29	--	--
Refinancing (3)	--	--	2,375	45.21
	$ 2,437	$ 46.38	$ 2,375	$ 45.21

(1) ~~Proceeds~~ Surplus funds from the June 2005 sale of Lexington Green Apartments.

~~Future~~(2) Proceeds ~~cash distributions will depend on the levels of net cash generated~~ from ~~operations,~~ the ~~timing~~June of2009 ~~debt~~sale ~~maturity~~of at Lake Johnson Mews Apartments~~, refinancings and/or property sales~~. The Partnership's cash available for distribution is reviewed on a monthly basis. There can be no assurance, however, that the Partnership will generate sufficient funds from operations, after required capital improvement expenditures, to permit any distributions to its partners in 2009 or subsequent periods. See "Item 2. Properties - Capital Improvements" for information relating to anticipated capital expenditures at the properties.

In(3) Proceeds ~~addition~~from ~~to its indirect ownership of~~ the ~~general~~ ~~partner~~March ~~interests in the Partnership, AIMCO and its affiliates owned 39,737 Units in the Partnership representing 75.64% of the outstanding Units at December 31,~~ 2008~~. A number of these Units were acquired pursuant to~~ ~~tender~~second ~~offers~~mortgage ~~made~~obtained 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~~Lake ~~amendments~~Johnson toMews ~~the Partnership Agreement and voting to remove the Corporate General Partner~~Apartments. As a result of its ownership of 75.64% 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.

For 2009, the unpaid portion of approximately $192,000 has been accrued as a distribution payable and represents the estimated North Carolina withholding taxes to be paid by the Partnership on behalf of certain limited partners in connection with the sale of Lake Johnson Mews Apartments.

Future cash distributions will depend on the levels of net cash generated from operations, refinancing and/or property sale. The Partnership's cash available for distribution is reviewed on a monthly basis. There can be no assurance, however, that the Partnership will generate sufficient funds from operations, after required capital improvement expenditures, to permit any distributions to its partners in 2010 or subsequent periods. See "Item 2. Property - Capital Improvements" for information relating to anticipated capital expenditures at the property.

In addition to its indirect ownership of the general partner interests in the Partnership, AIMCO and its affiliates owned 39,737 Units in the Partnership representing 75.63% of the outstanding Units at December 31, 2009. 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 75.63% 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.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

This item should be read in conjunction with the consolidated financial statements and other items contained elsewhere in this report.

The Partnership’s financial results depend upon a number of factors including the ability to attract and maintain tenants at the investment ~~properties~~property, interest rates on mortgage loans, costs incurred to operate the investment ~~properties~~property, 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~~property 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 recognized net ~~loss for~~income ~~the~~of ~~years ended December 31, 2008 and 2007 was~~ approximately $~~992~~6,~~000 and $1~~308,~~025,~~000, ~~respectively.~~for ~~The~~the ~~decrease~~year inended ~~net~~December ~~loss~~31, is2009, compared ~~due~~ to ~~an increase in total revenues and~~ a ~~casualty~~net ~~gain~~loss inof ~~2008~~approximately $992,000 ~~partially offset by an increase in total expenses. The increase in total revenues~~ for the year ended December 31, 2008 ~~is due to increases in rental income and other income~~. ~~Rental~~ ~~income increased~~The ~~due to an~~ increase in ~~occupancy~~net atincome ~~Tar~~for ~~River~~the ~~Estates~~year ~~Apartments~~ended ~~and~~December ~~an increase in average rental rates at Lake Johnson Mews Apartments~~31, ~~partially offset~~2009 ~~by a decrease in occupancy at Lake Johnson Mews Apartments and a decrease in average rental rates at Tar River Estates Apartments. The increase in other income~~ is primarily due to ~~increases~~the inrecognition ~~lease cancellation fees and other fees at both~~ of ~~the~~gain ~~Partnership’s~~on ~~investment~~sale ~~properties, partially offset by a decrease in interest income as a result~~ of ~~lower~~discontinued ~~average cash~~operations ~~balances~~during 2009.

InThe ~~May~~consolidated ~~2008, Lake Johnson~~statement ~~Mews~~of ~~Apartments~~operations ~~sustained~~included ~~damages~~in of“Item ~~approximately~~8. ~~$88,000~~Financial ~~from~~Statements aand ~~water~~Supplementary ~~main~~Data” ~~break.~~for ~~During~~ the year ended December 31, 2008, ~~the~~has ~~Partnership~~been ~~recognized~~restated ~~a casualty~~to ~~gain~~reflect the operations of ~~approximately~~Lake ~~$21,000~~Johnson Mews Apartments as adiscontinued ~~result~~operations ofas ~~the~~a ~~receipt~~result of ~~insurance~~its ~~proceeds~~sale ofon ~~approximately~~June ~~$28~~26,~~000~~ ~~net~~2009. The operations of ~~the~~Lake ~~write~~Johnson ~~off~~Mews ofApartments ~~undepreciated~~for ~~damaged~~the ~~assets~~year ofended ~~approximately~~December $731,~~000~~ 2009 are included in loss from discontinued operations. In ~~During~~addition, the ~~year~~consolidated ~~ended~~balance sheet as of December 31, 2008, ~~the~~has been ~~Partnership~~restated ~~also~~to ~~received~~reflect ~~approximately~~the ~~$6,000~~respective ~~for~~assets ~~lost~~and ~~rents~~liabilities of Lake Johnson Mews Apartments as aheld ~~result~~for ofsale ~~the casualty~~due to its sale in June 2009.

The ~~increase~~following intable ~~total expenses~~presents ~~is due to increases in operating and interest expenses, partially~~summarized ~~offset~~results byof aoperations ~~decrease in property tax expense. General and administrative and depreciation expenses remained relatively constant~~ for ~~the comparable periods. The increase in operating expenses is primarily due to an increase in costs associated with a lead based paint abatement project completed at~~ Lake Johnson Mews Apartments, anfor ~~increase in salaries and related benefits at Tar River Estates Apartments and an increase in repairs incurred related to several minor occurances of water damage at both of~~ the ~~Partnership’s~~years ~~investment properties,~~ended ~~partially~~December ~~offset by decreases in salaries and related benefits~~31, ~~utilities~~2009 and ~~insurance~~ expense as a result of decreased premiums at Lake Johnson Mews Apartments and contract services and routine repairs and maintenance costs at Tar River Estates Apartments. The decrease in property tax expense is due to a decrease in the assessed value of Tar River Estates Apartments and a decrease in property tax rates at both of the Partnership’s investment properties, partially offset by an increase in the assessed value of Lake Johnson Mews Apartments. The increase in interest expense is primarily due to a higher average debt balance at Lake Johnson Mews Apartments as a result of additional financing in 2008~~, partially~~ ~~offset by a decrease~~ (in interest expense at Tar River Estates Apartments due to scheduled principal payments made on the mortgage encumbering the Partnership’s investment property, which reduced the carrying balance of the loan.thousands):

Included in general and administrative expenses for the years ended December 31, 2008 and 2007 are management reimbursements to the Corporate General Partner as allowed under the Partnership Agreement, costs associated with the annual audit required by the Partnership Agreement and the quarterly and annual communications with investors and regulatory agencies.

	Year Ended December 31,
Lake Johnson Mews Apartments	2009	2008

Revenues	$ 869	$ 1,825
Expenses	(1,259)	(2,336)
Loss on extinguishment of debt	(186)	--
Casualty gain	44	21
Loss from discontinued operations	$ (532)	$ (490)

On June 26, 2009, the Partnership sold Lake Johnson Mews Apartments, located in Raleigh, North Carolina, to a third party for a sales price of $10,790,000. The net proceeds realized by the Partnership were approximately $2,577,000 after payment of closing costs of approximately $192,000 and the assumption of the mortgages of approximately $8,021,000 by the purchaser. The sale resulted in a gain of approximately $7,248,000 during the year ended December 31, 2009. In addition, the Partnership recorded a loss on extinguishment of debt of approximately $186,000 due to the write-off of unamortized loan costs. The loss on extinguishment of debt is included in loss from discontinued operations.

In May 2008, Lake Johnson Mews Apartments sustained damages of approximately $88,000 from a water main break. During the year ended December 31, 2008, the Partnership recognized a casualty gain of approximately $21,000, which is included in loss from discontinued operations, as a result of the receipt of insurance proceeds of approximately $28,000 net of the write off of undepreciated damaged assets of approximately $7,000. During the year ended December 31, 2008, the Partnership also received approximately $6,000 for lost rents as a result of the casualty. During the year ended December 31, 2009, the Partnership recognized an additional casualty gain of approximately $44,000 as a result of the receipt of additional insurance proceeds, which is included in loss from discontinued operations.

The Partnership recognized a loss from continuing operations of approximately $408,000 for the year ended December 31, 2009, compared to a loss from continuing operations of approximately $502,000 for the year ended December 31, 2008. The decrease in loss from continuing operations is due to an increase in total revenues and a decrease in total expenses. The increase in total revenues is primarily due to an increase in rental income due to an increase in occupancy at Tar River Estates Apartments as a result of staffing changes and a new leasing strategy. Other income remained relatively constant for the comparable periods.

The decrease in total expenses is due to a decrease in general and administrative expenses, partially offset by an increase in depreciation expense. Operating expenses remained relatively constant as an increase in salaries and related benefits as a result of an increase in personnel at Tar River Estates Apartments was offset by decreases in utilities as a result of the property paying for electricity on fewer vacant units, credit card service fees and other administrative fees at Tar River Estates Apartments. Interest and property tax expenses remained relatively constant for the comparable periods. The increase in depreciation expense is due to property improvements and replacements placed into service at Tar River Estates Apartments during the past twelve months.

The decrease in general and administrative expense is due to decreases in management reimbursements to the Corporate General Partner as allowed under the Partnership Agreement. Also included in general and administrative expenses for the years ended December 31, 2009 and 2008 are costs associated with the annual audit required by the Partnership Agreement and the quarterly and annual communications with investors and regulatory agencies.

Liquidity and Capital Resources

At December 31, ~~2008,~~2009 the Partnership had cash and cash equivalents of approximately $~~117~~139,000, compared to approximately $~~349~~117,000 at December 31, ~~2007~~2008. ~~The~~Cash ~~decrease in cash~~ and cash equivalents of increased approximately $~~232~~22,000, isfrom December 31, 2008, due to approximately $~~404~~223,000 and $~~364~~2,281,000 of cash ~~used~~provided inby ~~financing~~operating and investing activities, respectively, partially offset by approximately $~~536~~2,482,000 of cash ~~provided~~used byin ~~operating~~financing activities. Cash ~~used~~provided inby ~~financing~~investing activities consisted of ~~distributions~~net toproceeds from ~~partners,~~the ~~loan~~sale ~~costs paid and payments~~ of ~~principal~~investment ~~made~~property onand ~~the~~insurance ~~mortgages encumbering~~proceeds ~~the Partnership’s investment properties~~received, partially offset by ~~proceeds~~ ~~from~~property ~~the~~improvements ~~second~~and ~~mortgage obtained on Lake Johnson Mews Apartments~~replacements. Cash used in ~~investing~~financing activities consisted of ~~property~~payments ~~improvements~~of ~~and replacements,~~principal ~~partially~~made ~~offset~~on bythe mortgages ~~insurance~~encumbering ~~proceeds~~the ~~received. The~~ Partnership ~~invests~~'s ~~its~~investment ~~working~~properties ~~capital~~and ~~reserves~~distributions to ~~in interest bearing accounts~~partners.

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~~property to adequately maintain the physical assets and other operating needs of of the Partnership and to comply with Federal, state and local legal and ~~regulatory~~ regulatory requirements. The Corporate General Partner monitors developments in the area of legal and regulatory compliance. The Partnership regularly evaluates the capital improvement needs of the ~~properties~~property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during ~~2009~~2010. Such capital expenditures will depend on the physical condition of the ~~properties~~ property as well as anticipated cash flow generated by the ~~properties~~ property.

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 sufficient for any near-term needs (exclusive of capital improvements) of the Partnership. The mortgage indebtedness encumbering Tar River Estates Apartments of approximately $43,~~159~~960,000 matures in 2022, at which time the loan is scheduled to be fully amortized.

~~On June 30, 2008, the Partnership obtained a second mortgage in the principal amount of $2,400,000 on Lake Johnson Mews Apartments.~~ The ~~second~~ mortgage bears interest at 6.38% per annum and requires monthly payments of principal and interest of approximately $15,000 beginning on August 1, 2008 through the July 1, 2020 maturity date with a balloon payment of approximately $1,926,000 due at maturity. If no event of default exists at maturity, the maturity date will automatically be extended for one additional year, to July 1, 2021. As a condition of the loan, the lender required AIMCO Properties, L.P., an affiliate of the Corporate General Partner, to guarantee the obligations and liabilities of the Partnership ~~with~~distributed ~~respect to~~ the ~~new mortgage~~following ~~financing.~~amounts ~~In connection with the new loan, loan costs of approximately $61,000 were capitalized~~ during the ~~year~~years ended December 31, ~~2008~~2009 and ~~are included~~ 2008 (in ~~other~~thousands, ~~assets.~~except per unit data):

In connection with the second mortgage, the Partnership agreed to certain modifications of the existing mortgage encumbering Lake Johnson Mews Apartments. The modification includes an interest rate of 7.43% per annum, monthly payments of principal and interest of approximately $40,000 beginning August 1, 2008 through the maturity date of July 1, 2020, at which time a balloon payment of approximately $4,713,000 is due. The previous terms were an interest rate of 7.43%, monthly payments of principal and interest of approximately $57,000 through the maturity date of July 1, 2021, at which date the mortgage was scheduled to be fully amortized. In connection with the modification of the existing mortgage, loan costs of approximately $13,000 were expensed during the year ended December 31, 2008 and are included in general and administrative expenses.

	Year ended	Per Limited	Year ended	Per Limited
	December 31,	Partnership	December 31,	Partnership
	2009	Unit	2008	Unit

Surplus Funds (1)	$ 110	$ 2.09	$ --	$ --
Sale(2)	2,327	44.29	--	--
Refinancing (3)	--	--	2,375	45.21
	$ 2,437	$ 46.38	$ 2,375	$ 45.21

~~The~~(1) Surplus ~~Corporate~~funds ~~General Partner~~from ~~will attempt to refinance~~ the ~~indebtedness encumbering Lake Johnson Mews~~June ~~Apartments~~2005 ~~and/or~~sale ~~sell~~of ~~the~~Lexington ~~property~~Green ~~prior to the maturity date~~Apartments. ~~If the property cannot be refinanced or sold for a sufficient amount, the Partnership will risk losing such property through foreclosure.~~

~~The~~(2) Proceeds ~~Partnership~~from ~~distributed~~ the ~~following amounts~~June ~~during the years ended December 31, 2008 and 2007 (in~~2009 ~~thousands,~~sale ~~except~~of ~~per~~Lake ~~unit~~Johnson ~~data):~~Mews Apartments.

	Year Ended	Per Limited	Year Ended	Per Limited
	December 31,	Partnership	December 31,	Partnership
	2008	Unit	2007	Unit
Sale(1)	$ 2,375	$ 45.21	$ --	$ --

(3) Proceeds from the March 2008 second mortgage obtained on Lake Johnson Mews Apartments.

~~(1)Proceeds~~For ~~from~~2009, the ~~June~~unpaid ~~2005~~portion of approximately $192,000 has been accrued as a distribution payable and represents the estimated North Carolina withholding taxes to be paid by the Partnership on behalf of certain limited partners in connection with the sale of ~~Lexington Green~~Lake Johnson Mews Apartments.

Future cash distributions will depend on the levels of net cash generated from operations, ~~the~~refinancing ~~timing of debt maturity at Lake Johnson Mews Apartments, refinancings~~ and/or property ~~sales~~ sale. The Partnership's cash available for distribution is reviewed on a monthly basis. There can be no assurance, however, that the Partnership will ~~generate~~ generate sufficient funds from operations, after required capital improvement expenditures, to permit any distributions to its partners in ~~2009~~2010 or subsequent periods.

The Partnership Agreement provides for partners to receive distributions from the net proceeds of the sales of properties, the net proceeds from refinancings and net cash from operations as those terms are defined in the Partnership Agreement. The Partnership Agreement requires that the limited partners be furnished with a statement of Net Cash from Operations as such term is defined in the Partnership Agreement. 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. Below is a reconciliation of net cash provided by operating activities as disclosed in the consolidated statements of cash flows included in “Item 8. Financial Statements and Supplementary Data” to Net Cash ~~from~~Used In Operations as defined in the ~~Partnership~~ Partnership Agreement.

	Years Ended
	December 31,
	2008	2007
	2009	2008
	(in thousands)
Net cash provided by operating activities	$ ~~536~~223	$ ~~371~~536
Property improvements and replacements	(~~392~~340)	(~~321~~392)
Payments on mortgage notes payable	(~~368~~237)	(~~412~~368)
Changes in restricted escrows, net	--	52
Changes in reserves for net operating liabilities	21	(70)
Changes in reserves for net operating liabilities	(70)	91
Net cash used in operations as defined in the
Net cash used in operations	$ (294)	$ (219)
Partnership Agreement	$ (333)	$ (294)

The Corporate General Partner may designate a portion of cash generated from operations as "other reserves" in determining net cash from operations. The Corporate General Partner designated as other reserves an amount equal to the net liabilities related to the operations of apartment properties during the current fiscal year that are expected to require the use of cash during the next fiscal year. The changes in other reserves during the years ended December 31, ~~2008~~2009 and ~~2007~~2008 were ana ~~increase~~decrease of approximately $7021,000 and aan ~~decrease~~increase of approximately $9170,000, respectively. The amounts were determined by considering changes in the balances of receivables and deposits, other assets, accounts payable, tenant security deposit liabilities, accrued taxes and other liabilities. At this time, the Corporate General Partner expects to continue to adjust other reserves based on the net change in the aforementioned account balances.

Other

In addition to its indirect ownership of the general partner interests in the Partnership, AIMCO and its affiliates owned 39,737 Units in the Partnership representing 75.6463% of the outstanding Units at December 31, ~~2008~~2009. 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 75.6463% 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

A summary of the Partnership’s significant accounting policies is included in "Note A – Organization and Summary of Significant Accounting Policies" which is included in the consolidated financial statements in "Item 8. Financial Statements and Supplementary Data". Management believes that the consistent application of these policies enables the Partnership to provide readers of the consolidated financial statements with useful and reliable information about the Partnership’s operating results and financial condition. The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires the Partnership to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the consolidated financial statements as well as reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Judgments and assessments of uncertainties are required in applying the Partnership’s accounting policies in many areas. 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~~property ~~are~~is recorded at cost, ~~less~~ less accumulated depreciation, unless the carrying amount of the asset is not recoverable. If events or circumstances indicate that the carrying amount of a the property may not be recoverable, the Partnership will make an assessment of ~~its~~ 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 estimated 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~~property. These factors include, but are not limited to, general ~~economic~~ 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~~ laws and housing laws, including the enactment of rent control laws or other ~~laws~~ laws regulating multi-family housing; and changes in interest rates and the availability of financing. Any adverse changes in these and other factors could cause an impairment of the Partnership’s ~~assets~~ asset.

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 8. Financial Statements and Supplementary Data.

SHELTER PROPERTIES V LIMITED PARTNERSHIP

LIST OF FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets - December 31, ~~2008~~2009 and ~~2007~~2008

Consolidated Statements of Operations – Years ended December 31, ~~2008~~2009 and ~~2007~~2008

Consolidated Statements of Changes in Partners' Capital (Deficiency) – Years ended December 31, ~~2008~~2009 and ~~2007~~2008

Consolidated Statements of Cash Flows – Years ended December 31, ~~2008~~2009 and ~~2007~~2008

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

The Partners

Shelter Properties V Limited Partnership

We have audited the accompanying consolidated balance sheets of Shelter Properties V Limited Partnership as of December 31, ~~2008~~2009 and ~~2007~~2008, and the related consolidated statements of operations, changes in partners’ capital (deficiency), and cash flows for each of the two years in the period ended December 31, ~~2008~~2009. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Partnership’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Shelter Properties V Limited Partnership at December 31, ~~2008~~2009 and ~~2007~~2008, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, ~~2008~~2009, in conformity with U.S. generally accepted accounting principles.

/s/ERNST & YOUNG LLP

Greenville, South Carolina

March 2630, ~~2009~~2010

SHELTER PROPERTIES V LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEETS

(in thousands, except unit data)

	December 31,
	2008	2007
	2009	2008
Assets
Cash and cash equivalents	$ ~~117~~139	$ ~~349~~117
Receivables and deposits	8243	~~181~~48
Other assets	~~370~~127	~~323~~176
Investment properties (Notes B and E):
Investment property (Notes B and E):
Land	~~624~~286	~~624~~286
Buildings and related personal property	3017,~~103~~363	2917,~~723~~126
	30,727	30,347
	17,649	17,412
Less accumulated depreciation	(2112,~~118~~129)	(1911,~~691~~545)
	9,609	10,656
	5,520	5,867
	$ 10,178	$ 11,509
Assets held for sale (Notes A and G)	--	3,970
	$ 5,829	$ 10,178
Liabilities and Partners' Capital (Deficiency)
Liabilities
Accounts payable	$ 5227	$ 4952
Tenant security deposit liabilities	7842	6544
Other liabilities	~~217~~124	~~229~~217
Mortgage notes payable (Note B)	12,218	10,186
Distribution payable (Note H)	192	--
	12,565	10,529
Mortgage note payable (Note B)	3,960	4,159
Liabilities related to assets held for sale
(Notes A, B and G)	--	8,093
	4,345	12,565
Partners' Capital (Deficiency)
General partner	107	117
General partners	170	107
Limited partners (52,538 units issued and
outstanding)	(21,~~494)~~314	~~863~~(2,494)
	(2,387)	980
	1,484	(2,387)
	$ 10,178	$ 11,509
	$ 5,829	$ 10,178

See Accompanying Notes to Consolidated Financial Statements

SHELTER PROPERTIES V LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per unit data)

	Years Ended December 31,
	Years Ended
	2008	2007
	December 31,
	2009	2008
Revenues:
Rental income	$ 31,~~217~~587	$ 31,~~183~~502
Other income	~~233~~109	~~188~~123
Total revenues	31,~~450~~696	31,~~371~~625
Expenses:
Operating	~~1,789~~976	~~1,729~~966
General and administrative	~~201~~133	~~211~~189
Depreciation	~~1,458~~584	~~1,469~~564
Interest	~~832~~319	~~780~~316
Property taxes	~~183~~92	~~207~~92
Total expenses	42,~~463~~104	42,~~396~~127
Casualty gain (Note F)	21	--
Loss from continuing operations	(408)	(502)
Net loss (Note C)	$ (992)	$ (1,025)
Loss from discontinued
Net loss allocated to general partners (1%)	$ (10)	$ (10)
operations (Notes A, F and G)	(532)	(490)
Net loss allocated to limited partners (99%)	(982)	(1,015)
Gain on sale of discontinued
	$ (992)	$ (1,025)
operations (Note G)	7,248	--
Net loss per limited partnership unit	$ (18.69)	$ (19.32)
Net income (loss) (Note C)	$ 6,308	$ (992)
Distributions per limited partnership unit	$ 45.21	$ --
Net income (loss) allocated to general partners (1%)	$ 63	$ (10)
Net income (loss) allocated to limited partners (99%)	6,245	(982)
	$ 6,308	$ (992)
Per limited partnership unit:
Loss from continuing operations	$ (7.69)	$ (9.46)
Loss from discontinued operations	(10.03)	(9.23)
Gain on sale of discontinued operations	136.59	--
Net income (loss)	$118.87	$(18.69)
Distributions per limited partnership unit	$ 46.38	$ 45.21

See Accompanying Notes to Consolidated Financial Statements

SHELTER PROPERTIES V LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIENCY)

(in thousands, except unit data)

	Limited
	Partnership	General	Limited
	Units	Partners	Partners	Total
Original capital contributions	52,538	$ 2	$52,538	$52,540
Partners' capital
at December 31, 2006	52,538	$ 127	$ 1,878	$ 2,005
Distributions to partners	--	--	--	--
Net loss for the year
ended December 31, 2007	--	(10)	(1,015)	(1,025)
Partners’ capital
at December 31, 2007	52,538	$ 117	$ 863	$ 980
Distributions to partners	--	--	(2,375)	(2,375)
Net loss for the year ended
December 31, 2008	--	(10)	(982)	(992)
Partners’ capital (deficiency) at
December 31, 2008	52,538	$ 107	$(2,494)	$(2,387)
Distributions to partners	--	--	(2,437)	(2,437)
Net income for the year ended
December 31, 2009	--	63	6,245	6,308
Partners’ capital at
December 31, 2009	52,538	$ 170	$ 1,314	$ 1,484

See Accompanying Notes to Consolidated Financial Statements

SHELTER PROPERTIES V LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Years Ended
	December 31,
	2008	2007
	2009	2008
Cash flows from operating activities:
Net loss	$ (992)	$ (1,025)
Net income (loss)	$ 6,308	$ (992)
Adjustments to reconcile net loss to net cash provided by
Adjustments to reconcile net income (loss) to net cash
operating activities:
provided by operating activities:
Depreciation	1,~~458~~027	1,~~469~~458
Amortization of loan costs	2115	1821
Casualty gain	(21)	--
Gain on sale of discontinued operations	(7,248)	--
Casualty gain	(44)	(21)
Loss on extinguishment of debt	186	--
Change in accounts:
Receivables and deposits	9939	~~(97)~~99
Other assets	~~(7)~~42	19(7)
Accounts payable	(2318)	2(23)
Tenant security deposit liabilities	13(36)	~~(5)~~13
Other liabilities	(12)	(10)
Accrued property taxes	45	--
Net cash provided by operating activities	536	371
Other liabilities	(93)	(12)
Net cash provided by operating activities	223	536
Cash flows from investing activities:
Property improvements and replacements	(~~392~~340)	(~~321~~392)
Insurance proceeds received	2844	--28
Net withdrawals from restricted escrow	--	52
Net proceeds from sale of investment property	2,577	--
Net cash used in investing activities	(364)	(269)
Net cash provided by (used in) investing activities	2,281	(364)
Cash flows from financing activities:
Payments on mortgage notes payable	(~~368~~237)	(~~412~~368)
Proceeds from mortgage note payable	~~2,400~~--	--2,400
Loan costs paid	~~(61)~~--	--(61)
Distributions to partners	(2,~~375~~245)	--(2,375)
Net cash used in financing activities	(~~404~~2,482)	(~~412~~404)
Net decrease in cash and cash equivalents	(232)	(310)
Net increase (decrease) in cash and cash equivalents	22	(232)
Cash and cash equivalents at beginning of year	~~349~~117	~~659~~349
Cash and cash equivalents at end of year	$ ~~117~~139	$ ~~349~~117
Supplemental disclosure of cash flow information:
Cash paid for interest	$ ~~813~~627	$ ~~765~~813
Supplemental disclosure of non-cash activity:
Property improvements and replacements included in accounts
payable	$ 266	$ --26
Assumption of mortgage by buyer	8,021	--
Distributions payable	192	--

At December 31, 2006, approximately $46,000 of property improvements and replacements were included in accounts payable and are included in property improvements and replacements for the year ended December 31, 2007.

See Accompanying Notes to Consolidated Financial Statements

SHELTER PROPERTIES V LIMITED PARTNERSHIP Notes to Consolidated Financial Statements December 31, ~~2008~~2009

Note A - Organization and Summary of Significant Accounting Policies

Organization: Shelter Properties V Limited Partnership (the "Partnership" or "Registrant") was organized as a limited partnership under the laws of the State of South Carolina on August 21, 1981. The general partner responsible for management of the Partnership's business is Shelter Realty V Corporation, a South Carolina corporation (the "Corporate General Partner"). 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 is AIMCO Properties, L.P., an affiliate of both the Corporate General Partner and AIMCO. The Partnership Agreement provides that the Partnership is to terminate on December 31, 2023 unless terminated prior to such date. The Partnership commenced operations on July 19, 1983, and completed its acquisition of apartment properties on January 18, 1984. The Partnership operates ~~two~~one apartment ~~properties~~property located in North Carolina at December 31, ~~2008~~2009.

The accompanying consolidated statement of operations for the year ended December 31, 2008 has been restated to reflect the operations of Lake Johnson Mews Apartments as discontinued operations as a result of its sale on June 26, 2009. The operations of Lake Johnson Mews Apartments for the year ended December 31, 2009 are included in loss from discontinued operations. In addition, the consolidated balance sheet as of December 31, 2008 has been restated to reflect the respective assets and liabilities of Lake Johnson Mews Apartments as held for sale due to its sale in June 2009.

The following table presents summarized results of operations for Lake Johnson Mews Apartments for the years ended December 31, 2009 and 2008 (in thousands):

	Year Ended December 31,
Lake Johnson Mews Apartments	2009	2008

Revenues	$ 869	$ 1,825
Expenses	(1,259)	(2,336)
Loss on extinguishment of debt	(186)	--
Casualty gain	44	21
Loss from discontinued operations	$ (532)	$ (490)

Reclassifications: Certain reclassifications have been made to the 2008 balances to conform to the 2009 presentation.

Subsequent Events: The Partnership’s management evaluated subsequent events through the time this Annual Report on Form 10-K was filed.

Principles of Consolidation: The financial statements include all the accounts of the Partnership and its 99.99% owned partnership. The corporate general partner of the consolidated partnership is Shelter Realty V Corporation. Shelter Realty V Corporation may be removed as the general partner of the consolidated partnership by the Partnership; therefore, the consolidated partnership is controlled and consolidated by the Partnership. All significant interpartnership balances have been eliminated.

Use of Estimates: The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Allocation of Cash Distributions: Cash distributions by the Partnership are allocated between general and limited partners in accordance with the provisions of the Partnership Agreement. The Partnership Agreement defines net cash from operations as revenue received less operating expenses paid, adjusted for certain specified items which primarily include mortgage payments on debt, property improvements and replacements not previously reserved, and the effects of other adjustments to reserves including reserve amounts deemed necessary by the Corporate General Partner.

The Partnership Agreement provides that 99% of distributions of net cash from operations are allocated to the limited partners until they receive net cash from operations for such fiscal year equal to 7% of their adjusted capital values (as defined in the Partnership Agreement), at which point the general partners will be allocated all net cash from operations until they have received distributions equal to 10% of the aggregate net cash from operations distributed to partners for such fiscal year. Thereafter, the general partners will be allocated 10% of any distributions of remaining net cash from operations for such fiscal year.

All distributions of distributable net proceeds (as defined in the Partnership Agreement) from property dispositions and refinancings will be allocated to the limited partners until each limited partner has received an amount equal to a cumulative 7% per annum return of the average of the limited partners' adjusted capital value, less any prior distributions of net cash from operations and distributable net proceeds, and has also received an amount equal to the limited partners' adjusted capital value. Thereafter, the general partners receive 1% of the selling prices of properties sold where they acted as a broker, after which the limited partners will be allocated 85% of any remaining distributions of distributable net proceeds and the general partners will receive 15%. Proceeds distributed in 2009 and 2008 were allocated to the limited partners, as the limited partners have not yet received their cumulative 7% per annum return plus adjusted capital value.

Undistributed Net Proceeds from Sales and Refinancings: At December 31, ~~2008~~ 2009, the Partnership had undistributed net proceeds of approximately $14,~~795~~685,000 from sales of investment properties. The undistributed net proceeds were used to fund operations and capital improvements at the Partnership’s ~~investment~~ investment properties.

Allocation of Profits, Gains, and Losses: Profits, gains and losses of the Partnership are allocated between general and limited partners in accordance with the provisions of the Partnership Agreement.

For any fiscal year, to the extent that profits, not including gains from property dispositions, do not exceed distributions of net cash from operations, such profits are allocated in the same manner as such distributions. In any fiscal year in which profits, not including gains from property dispositions, exceed distributions of net cash from operations, such excess is treated on a cumulative basis as if it constituted an equivalent amount of distributable net proceeds and is allocated together with, and in the same manner as, that portion of gain described in the second sentence of the following paragraph.

Any gain from property dispositions attributable to the excess, if any, of the indebtedness relating to a property immediately prior to the disposition of such property over the Partnership's adjusted basis in the property shall be allocated to each partner having a negative capital account balance, to the extent of such negative balance. The balance of any gain shall be treated on a cumulative basis as if it constituted an equivalent amount of distributable net proceeds and shall be allocated to the general partners to the extent that general partners would have received distributable net proceeds in connection therewith; the balance shall be allocated to the limited partners. However, the interest of the general partners will be equal to at least 1% of each gain at all times during the existence of the Partnership. Accordingly, net income (loss) was allocated 99% to the limited partners and 1% to the general partners. Net income (loss) per limited partnership unit was computed by dividing the net ~~loss~~income (loss) allocated to the limited partners by 52,538 units outstanding.

FairRecent ValueAccounting of Financial InstrumentsPronouncement: SFAS No.In 107June 2009, "Disclosures aboutthe FairFinancial ValueAccounting ofStandards FinancialBoard Instruments",(“FASB”) asissued amendedStatement byof SFASFinancial Accounting Standards No. 119 168, "DisclosuresThe aboutFASB DerivativeAccounting FinancialStandards InstrumentsCodification and Fairthe ValueHierarchy of Financial Instruments",Generally requiresAccepted disclosureAccounting ofPrinciples faira valuereplacement informationof about financialFASB instruments,Statement whetherNo. 162, or notSFAS recognizedNo. in168, thewhich balanceis sheet,effective for which itfinancial isstatements practicableissued tofor estimateinterim fairand value. Fairannual valueperiods isending definedafter inSeptember 15, 2009. Upon the effective date of SFAS asNo. 168, the amountFASB atAccounting whichStandards theCodification, instrumentsor couldthe beFASB exchangedASC, inbecame athe current transactionsingle betweensource willingof parties,authoritative otherGAAP thanrecognized inby athe forcedFASB orto liquidationbe sale. Theapplied Partnershipby believesnongovernmental thatentities. theRules carryingand amountinterpretive releases of itsthe financialSecurities instruments (exceptand forExchange longCommission, termor debt)SEC, approximatesunder theirauthority fairof valuefederal duesecurities tolaws theare shortalso term maturitysources of theseauthoritative instruments. TheGAAP Partnershipfor estimatesSEC theregistrants. fairThe valueFASB of itsASC long-termsuperseded debtall bythen-existing discountingnon-SEC futureaccounting cashand flowsreporting usingstandards, aand discountall rate commensurateother withnon-grandfathered thatnon-SEC currentlyaccounting believedliterature tonot beincluded availablein to the PartnershipFASB for similarASC term,is long-termnow debtnon-authoritative. TheSubsequent fairto valuethe effective date of SFAS No. 168, the Partnership’sFASB longwill termissue debt atAccounting theStandards Partnership’sUpdates incrementalthat borrowingserve rateto approximatesupdate itsthe carrying valueFASB ASC.

~~Cash~~Fair ~~and~~Value ~~Cash~~of Financial ~~Equivalents~~Instruments: FASB ~~Cash~~ASC ~~and~~Topic ~~cash~~825, “Financial ~~equivalents~~Instruments”, requires disclosure of fair value information about ~~includes~~financial ~~cash~~instruments, onwhether ~~hand~~or ~~and~~not recognized in ~~banks~~the balance sheet, for which it is practicable to estimate fair value. AtFair ~~certain~~value ~~times~~is defined as the amount at which the instruments could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Partnership believes that the carrying amount of ~~cash~~its financial instruments ~~deposited~~(except atfor along ~~bank~~term ~~may~~debt) ~~exceed~~approximates their fair value due to the ~~limit~~short onterm maturity ~~insured~~of ~~deposits~~these instruments. ~~Cash balances~~The ~~included~~Partnership ~~approximately~~estimates ~~$9,000~~the ~~and~~fair ~~$267,000~~value atof ~~December~~its ~~31,~~long-term ~~2008~~debt ~~and~~by ~~2007,~~discounting ~~respectively,~~future cash flows using a discount rate commensurate with that ~~are~~currently ~~maintained~~believed byto anbe ~~affiliated~~available to the Partnership for ~~management~~similar ~~company~~term, onfully ~~behalf~~amortizing long-term debt. At December 31, 2009 the fair value of ~~affiliated~~the ~~entities~~Partnership’s inlong-term ~~cash~~debt ~~concentration~~at the Partnership’s incremental ~~accounts~~borrowing rate was approximately $4,225,000.

~~Depreciation: Depreciation~~Cash isand Cash ~~provided~~Equivalents: byCash ~~the~~and ~~straight-line~~cash ~~method~~equivalents includes ~~over~~cash ~~the~~on ~~estimated~~hand ~~lives~~and ofin banks. At certain times, the ~~apartment~~amount of cash ~~properties~~deposited ~~and~~at ~~related~~a ~~personal~~bank ~~property~~may exceed the limit on insured deposits. ~~For~~Cash balances ~~Federal~~included ~~income~~approximately ~~tax purposes~~$108, ~~the~~000 ~~modified~~and ~~accelerated~~$9,000 ~~cost~~at ~~recovery~~December ~~method~~31, is2009 ~~used~~and 2008, ~~for~~respectively, ~~depreciation~~that ofare ~~(1) real~~maintained ~~property~~by ~~additions~~an ~~over~~affiliated 27management ~~1/2~~company ~~years~~on behalf ~~and~~of ~~(2)~~affiliated ~~personal~~entities ~~property~~in ~~additions over~~cash 5concentration ~~years~~accounts.

~~Deferred Costs~~Depreciation: Depreciation ~~Loan~~is ~~costs~~provided ofby ~~approximately~~the ~~$438,000~~straight-line ~~and~~method ~~$377,000,~~over ~~less~~the ~~accumulated~~estimated ~~amortization~~lives of ~~approximately~~ ~~$150,000 and $129,000, are included in other assets on~~ the apartment ~~accompanying~~property ~~consolidated~~and ~~balance~~related ~~sheets~~personal ~~at December 31, 2008 and 2007, respectively~~property. ~~The~~For ~~loan~~Federal ~~costs~~income ~~are~~tax ~~being amortized over~~ purposes, the ~~terms~~modified ofaccelerated ~~the related~~cost ~~loan~~recovery ~~agreements.~~method ~~Amortization~~is ~~expense~~used for ~~2008~~depreciation ~~and~~of ~~2007 was~~(1) ~~approximately~~real ~~$21,000~~property ~~and~~additions ~~$18,000,~~over ~~respectively,~~27 ~~and~~1/2 isyears ~~included~~and in(2) ~~interest expense.~~personal ~~Amortization~~property ~~expense is expected to be approximately $23,000 for each~~additions ofover ~~the~~5 years ~~2009 through 2013~~.

~~Leasing~~Deferred Costs: ~~commissions~~Loan costs ~~and~~of approximately $145,000, less accumulated amortization of approximately $58,000 and $51,000, are included in other ~~direct~~assets at December 31, 2009 and 2008, respectively. Loan costs ~~incurred~~of approximately $293,000, less accumulated amortization of approximately $99,000 were included in ~~connection~~assets ~~with~~held ~~successful~~for ~~leasing~~sale ~~efforts~~at December 31, 2008. The loan costs are ~~deferred~~ ~~and~~being amortized over the terms of the related ~~leases~~loan agreements. Amortization expense for 2009 and 2008 was ofapproximately ~~these~~$15,000 ~~costs~~and is$21,000, respectively, and is included in ~~operating~~interest ~~expenses~~expense and loss from discontinued operations. Amortization expense is expected to be approximately $7,000 for each of the years 2010 through 2014.

~~Tenant~~Leasing ~~Security Deposits: The~~commissions ~~Partnership~~and ~~requires~~other ~~security~~direct ~~deposits~~costs ~~from~~incurred ~~lessees~~in ~~for~~connection ~~the~~with ~~duration~~successful ofleasing ~~the~~efforts ~~lease~~are deferred and ~~such deposits~~amortized ~~are~~over ~~included~~the interms ~~receivables~~of ~~and~~the ~~deposits~~related leases. ~~The security deposits~~Amortization ~~are~~of ~~refunded~~these ~~when~~costs ~~the~~is ~~tenant~~included ~~vacates,~~in ~~provided~~operating ~~the~~expenses ~~tenant has not damaged the space~~ and isloss ~~current~~from ~~on rental payments~~discontinued operations.

~~Leases~~Tenant Security Deposits: The Partnership ~~generally~~requires ~~leases~~security ~~apartment~~deposits ~~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~~lessees ~~similar~~for ~~complexes in~~ the ~~area. Rental~~duration ~~income attributable to leases, net~~ of ~~any~~the ~~concessions,~~lease isand ~~recognized on a~~such ~~straight-line~~deposits ~~basis~~are ~~over~~included ~~the~~in ~~term~~receivables ofand ~~the lease~~deposits. The ~~Partnership~~security ~~evaluates~~deposits ~~all~~are ~~accounts~~refunded ~~receivable~~when ~~from~~the ~~residents~~tenant ~~and establishes an allowance~~vacates, ~~after~~provided the ~~application~~ oftenant ~~security~~has ~~deposits,~~not ~~for~~damaged ~~accounts greater than 30 days past due on~~the ~~current~~space ~~tenants~~ and ~~all~~is ~~receivables~~current ~~due~~on ~~from~~rental ~~former tenants~~payments.

~~Investment Properties~~Leases: ~~Investment properties consist of two apartment complexes and are stated at cost.~~ The Partnership ~~capitalizes costs incurred in connection with~~ ~~capital~~generally ~~expenditure~~leases ~~activities,~~apartment ~~including~~units ~~redevelopment~~for ~~and~~twelve-month ~~construction projects,~~terms ~~other~~or ~~tangible property improvements and replacements of existing property components~~less. ~~Costs including interest, property taxes and~~The ~~operating~~Partnership ~~costs~~will ~~associated~~offer ~~with~~rental ~~redevelopment~~concessions ~~and~~during ~~construction~~particularly ~~projects~~slow ~~are capitalized~~months ~~during~~or ~~periods~~ in response ~~which~~to ~~redevelopment~~heavy ~~and~~competition ~~construction~~from ~~projects~~other ~~are in~~similar ~~progress~~complexes in ~~accordance~~the ~~with SFAS No~~area. ~~34, “Capitalization of Interest Costs”,~~ ~~and SFAS No. 67, “Accounting for Costs and the Initial~~ Rental ~~Operations~~income ofattributable ~~Real Estate~~to ~~Properties.”~~leases, ~~Costs~~net ~~incurred in connection with capital projects are capitalized where the costs~~ of ~~the~~any ~~project~~concessions, ~~exceed~~is ~~$250. Included~~recognized inon ~~these~~a ~~capitalized~~straight-line ~~costs~~basis ~~are~~over ~~payroll costs associated with time spent by site employees in connection with~~ the ~~planning,~~term ~~execution and control~~ of ~~all capital expenditure activities at~~ the ~~property level~~lease. The Partnership ~~did not capitalize~~evaluates ~~any~~all ~~costs~~accounts ~~related~~receivable tofrom ~~interest,~~residents ~~property~~and ~~taxes~~establishes oran ~~operating~~allowance, ~~costs~~after ~~during~~ the ~~year~~ ~~ended~~application ~~December~~of 31security deposits, ~~2008~~for ~~and~~accounts ~~2007.~~greater ~~Capitalized~~than ~~costs~~30 ~~are~~days ~~depreciated~~past ~~over~~due ~~the~~on ~~useful~~current ~~life~~tenants ~~of the asset. Expenditures for ordinary repairs, maintenance~~ and ~~apartment~~all ~~turnover~~receivables ~~costs~~due ~~are~~from ~~expensed~~former ~~as incurred~~tenants.

InInvestment Property: Investment ~~accordance~~property ~~with~~consists ~~SFAS~~of ~~No.~~one ~~144~~apartment complex and is stated at cost, less accumulated depreciation, unless the carrying amount of the asset is not recoverable. The Partnership ~~records~~capitalizes ~~impairment~~costs ~~losses~~incurred onin ~~long-lived~~connection ~~assets~~with capital ~~used~~expenditure inactivities, ~~operations~~including redevelopment and construction ~~when~~projects, ~~events~~other tangible property improvements and ~~circumstances~~replacements ~~indicate~~of ~~the~~existing property ~~assets~~components. Costs ~~might~~including beinterest, ~~impaired~~property ~~and~~taxes ~~the~~and ~~undiscounted~~operating ~~cash~~costs ~~flows~~associated ~~estimated~~with toredevelopment beand ~~generated~~construction byprojects ~~those~~are capitalized ~~assets~~during periods in which redevelopment and construction projects are in ~~less~~progress. ~~than~~Costs incurred in connection with capital projects are capitalized where the ~~carrying~~costs ~~amounts~~ of ~~those~~the ~~assets~~project exceed $250. NoIncluded ~~adjustments~~in ~~for~~these ~~impairment~~capitalized costs are payroll costs associated with time spent by site employees in connection with the planning, execution and control of ~~value~~all ~~were~~capital ~~necessary~~expenditure activities ~~for~~at the property level. The Partnership did not capitalize any costs related to interest, property taxes or operating costs during the years ~~ending~~ended December 31, 2009 and 2008. Capitalized costs are depreciated over the useful life of the asset. Expenditures for ordinary repairs, maintenance and apartment ~~2007~~turnover costs are expensed as incurred.

~~Segment Reporting: SFAS~~If ~~No.~~events ~~131,~~or ~~"Disclosure~~circumstances ~~about~~indicate ~~Segments~~that the carrying amount of anthe ~~Enterprise~~property ~~and~~may ~~Related Information"~~not be recoverable, ~~established~~the ~~standards~~Partnership ~~for~~will make ~~the~~an ~~way~~assessment ~~that~~of ~~public~~its ~~business~~recoverability ~~enterprises~~by comparing the carrying amount to the ~~report~~Partnership’s ~~information~~estimate ~~about~~of ~~operating~~the ~~segments~~undiscounted infuture ~~annual~~cash ~~financial~~flows, ~~statements~~excluding ~~and~~interest ~~requires~~charges, ~~that~~of ~~those~~the ~~enterprises~~property. ~~report~~If ~~selected~~the ~~information~~carrying ~~about~~amount ~~operating segments~~exceeds inthe ~~interim~~estimated ~~financial~~aggregate undiscounted ~~reports.~~future ~~SFAS~~cash ~~No.~~flows, ~~131~~the ~~also~~Partnership ~~established~~would ~~standards~~recognize an impairment ~~for~~loss ~~related~~to ~~disclosures~~the ~~about~~extent ~~products~~the ~~and~~carrying ~~services,~~amount ~~geographic~~exceeds ~~areas,~~the ~~and~~estimated ~~major~~fair value of the ~~customers~~property. AsNo ~~defined~~adjustments infor ~~SFAS~~impairment ~~No.~~of ~~131,~~value were necessary for the ~~Partnership~~years ended ~~has~~December ~~only~~31, ~~one~~2009 ~~reportable segment~~and 2008.

~~Advertising~~Segment Reporting: ~~The Partnership~~ ~~expenses~~FASB ASC Topic 280-10, “Segment Reporting”, established standards for the ~~costs~~way that ofpublic ~~advertising~~business asenterprises ~~incurred.~~report ~~Advertising~~information ~~costs~~about ofoperating segments in ~~approximately~~annual ~~$81,000~~financial statements and ~~$87,000~~requires that those enterprises report selected information about operating segments in interim financial reports. FASB ASC Topic 280-10 also established standards for ~~the~~related ~~years~~disclosures ~~ended~~about ~~December~~products and 31services, ~~2008~~geographic areas, and major customers. As defined in FASB ASC ~~2007,~~Topic ~~respectively~~280-10, ~~were~~the ~~charged~~Partnership tohas ~~operating~~only ~~expense~~one reportable segment.

~~Recent Accounting Pronouncements~~Advertising: The InPartnership expenses ~~September 2006,~~ the ~~Financial~~costs ~~Accounting Standards Board (“FASB”) issued Statement~~ of ~~Financial~~advertising ~~Accounting Standards ("SFAS") No. 157, “Fair Value Measurements”. SFAS No. 157 defines fair value~~ as ~~the~~ ~~price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date~~incurred. ~~SFAS~~Advertising ~~No.~~costs ~~157 applies whenever other standards require assets or liabilities to be measured at fair value and does not expand the use~~ of ~~fair~~ ~~value~~approximately in$44,000 any new circumstances. SFAS No. 157 establishes a hierarchy that prioritizes the information used in developing fair value estimates. The hierarchy gives the highest priority to quoted prices in active markets and ~~the lowest priority to unobservable data~~$81,000 ~~such~~for as the reporting entity’s own data. SFAS No. 157 requires fair value measurements to be disclosed by level within the fair value hierarchy. In February 2008, the FASB issued FASB Staff Position No. FAS 157-2, “Effective Date of FASB Statement No. 157”, which deferred the effective date of SFAS No. 157 for all nonrecurring fair value measurements of non-financial assets and non-financial liabilities until fiscal years ~~beginning~~ended ~~after~~December ~~November 15~~31, ~~2008. The~~2009 ~~provisions of SFAS No. 157 are applicable to recurring fair value measurements of financial assets~~ and ~~liabilities~~ ~~for fiscal years beginning after November 15~~2008, ~~2007~~respectively, ~~which~~were ~~for~~charged ~~the Partnership is generally limited~~ to ~~annual disclosures required by SFAS No.~~operating ~~107. The Partnership~~expense ~~adopted the provisions of SFAS No. 157 effective January 1, 2008,~~ and atloss ~~that~~from ~~time~~discontinued ~~determined no transition adjustment was required~~operations.

Note B - Mortgage ~~Notes~~Note Payable

The terms of mortgage ~~notes~~note payable are as follows:

	Principal Balance At December 31,		Monthly			Principal
			Payment	Stated		Balance
			Including	Interest	Maturity	Due At
Property	~~2008~~2009	~~2007~~2008	Interest	Rate	Date	Maturity
	(in thousands)					(in thousands)
Lake Johnson Mews
Apartments
1st mortgage	$ 5,673	$ 5,843	$ 40	7.43%	07/01/20	$ 4,713
2nd mortgage	2,386	--	15	6.38%	07/01/20	1,926
Tar River Estates
Apartments	4$ 3,~~159~~960	$ 4,~~343~~159	$ 41	7.23%	01/01/22	$ --
Total	$12,218	$10,186	$ 96			$ 6,639

On June 30, 2008, the Partnership obtained a second mortgage in the principal amount of $2,400,000 on Lake Johnson Mews Apartments. The second mortgage ~~bears~~bore interest at 6.38% per annum and ~~requires~~required monthly payments of principal and interest of approximately $15,000 beginning on August 1, 2008 through the July 1, 2020 maturity date with a balloon payment of approximately $1,926,000 due at maturity. If no event of default ~~exists~~existed at maturity, the maturity date ~~will~~would automatically be extended for one additional year, to July 1, 2021. As a condition of the loan, the lender required AIMCO Properties, L.P., an affiliate of the Corporate General Partner, to guarantee certain ~~obligations~~non-recourse ~~and~~obligations and liabilities of the Partnership with respect to the new mortgage financing. In connection with the new loan, loan costs of approximately $61,000 were capitalized during the year ended December 31, 2008 and ~~are~~were included in assets held for sale at December 31, 2008. These loan costs were included in ~~other~~the write off of unamortized loan costs recorded as loss on ~~assets~~extinguishment of debt and included in loss from discontinued operations for the year ended December 31, 2009 as a result of the property’s sale in June 2009. In addition, the mortgage was assumed by the purchaser upon sale of the property.

In connection with the second mortgage financing, the Partnership agreed to certain modifications of the existing mortgage encumbering Lake Johnson Mews Apartments. The modification ~~includes~~ included an interest rate of 7.43% per annum, monthly payments of principal and interest of approximately $40,000 beginning August 1, 2008 through the maturity date of July 1, 2020, at which time a balloon payment of ~~approximately~~ approximately $4,713,000 iswas due. The previous terms were an interest rate of 7.43%, monthly payments of principal and interest of approximately $57,000 through the maturity date of July 1, 2021, at which date the mortgage was scheduled to be fully amortized. In connection with the modification of the existing mortgage, loan costs of approximately $13,000 were expensed during the year ended December 31, 2008 and are included in ~~general~~loss ~~and~~from ~~administrative~~discontinued operations. ~~expenses~~In addition, the mortgage was assumed by the purchaser upon sale of the property.

The mortgage ~~notes~~note payable is ~~are~~a fixed rate ~~mortgages~~mortgage that ~~are~~is non-recourse and ~~are~~is secured by a pledge of ~~the~~ the Partnership’s rental ~~properties~~property and by a pledge of revenues from the ~~respective~~ rental ~~properties~~ property. The mortgage ~~notes~~note payable ~~require~~ requires a prepayment ~~penalties~~penalty if repaid prior to maturity and ~~prohibit~~prohibits resale of the ~~properties~~ property subject to existing indebtedness.

Scheduled principal payments of the mortgage ~~notes~~note payable subsequent to December 31, ~~2008~~2009 are as follows (in thousands):

2009	$ 279
2010	$ 213
2010	302
2011	229
2011	325
2012	246
2012	349
2013	265
2013	375
2014	284
Thereafter	102,~~588~~723
	$ 12,218
	$ 3,960

Note C - Income Taxes

The Partnership is classified as a partnership for Federal income tax purposes. Accordingly, no provision for income taxes is made in the consolidated financial statements of the Partnership. Taxable income or loss of the Partnership is reported in the income tax returns of its partners.

The following is a reconciliation of reported net income (loss) and Federal taxable ~~loss~~income (loss) (in thousands, except per unit data):

	2008	2007
	2009	2008
Net loss as reported	$ (992)	$(1,025)
Net income (loss) as reported	$ 6,308	$ (992)
Add (deduct):
Depreciation differences	~~668~~528	~~569~~668
Change in prepaid rental	28(11)	828
Gain from casualty and sale	--493	~~(26)~~--
Other	(3111)	--(31)
Federal taxable (loss) income	$ (327)	$ (474)
Federal taxable income (loss)	$ 7,307	$ (327)
Federal taxable income per
Federal taxable income (loss) per
limited partnership unit	$ (6137.~~17)~~69	$ (86.9317)

The following is a reconciliation between the Partnership's reported amounts and Federal tax basis of net assets (liabilities) ~~assets~~ (in thousands):

	2008	2007
	2009	2008
Net (liabilities) assets as reported	$ (2,387)	$ 980
Net assets (liabilities) as reported	$ 1,484	$ (2,387)
Land and buildings	(56,~~544~~397)	(5,~~586~~544)
Accumulated depreciation	~~625~~2,670	~~(12)~~625
Syndication fees	6,747	6,747
Other	~~326~~132	~~341~~326
Net (liabilities) assets - tax basis	$ (233)	$ 2,470
Net assets (liabilities) - tax basis	$ 4,636	$ (233)

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~~ provides for certain payments to affiliates for services and reimbursement of ~~certain~~ certain expenses incurred by affiliates on behalf of the Partnership.

Affiliates of the Corporate General Partner receive 5% of gross receipts from the Partnership's properties as compensation for providing property management services. The Partnership paid to such affiliates approximately $~~170~~128,000 and $~~164~~170,000 for the years ended December 31, ~~2008~~2009 and ~~2007~~2008, 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 $~~131~~71,000 and $~~116~~131,000 for the years ended December 31, ~~2008~~2009 and ~~2007~~2008, respectively, which are included in general and administrative expenses, investment property, gain on sale of discontinued operations and ~~investment~~assets ~~properties~~held for sale. The portion of ~~these~~ these reimbursements included in investment ~~properties~~property, gain on sale of discontinued operations and assets held for sale for the years ended December 31, ~~2008~~2009 and 2008 ~~2007~~ are construction management services provided by an affiliate of the Corporate General Partner of approximately $2919,000 and $1229,000, respectively.

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.

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 years ended December 31, ~~2008~~2009 and ~~2007~~2008, the Partnership was charged by AIMCO and its affiliates approximately $7857,000 and $8678,000, respectively, for insurance coverage and fees associated with policy claims administration.

In addition to its indirect ownership of the general partner interests in the Partnership, AIMCO and its affiliates owned 39,737 limited partnership units (the “Units”) in the Partnership representing 75.6463% of the outstanding Units at December 31, ~~2008~~2009. 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 75.6463% 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.

Note E - Investment ~~Properties~~ Property and Accumulated Depreciation

		Initial Cost
		To Partnership
		(in thousands)
			Buildings	Net Cost
			and Related	Capitalized
			Personal	Subsequent to
Description	Encumbrances	Land	Property	Acquisition
	(in thousands)			(in thousands)
Lake Johnson Mews
Apartments	$ 8,059	$ 338	$ 6,725	$ 6,252
Tar River Estates
Apartments	4$ 3,~~159~~960	$ 474	$ 9,985	6$ 7,~~953~~190
Totals	$12,218	$ 812	$16,710	$13,205

Gross Amount At Which Carried

At December 31, 2008

At December 31, 2009

(in thousands)

Buildings And

~~Related~~

Date of

~~Date of~~

Personal

~~Personal~~

Accumulated

Construc-

~~Accumulated~~Date

Depreciable

~~Construc-~~

~~Date~~

~~Depreciable~~

Description

Land

Property

~~Property~~Total

~~Total~~

Depreciation

tion

~~Depreciation~~Acquired

Life

~~tion~~

~~Acquired~~

~~Life~~

(in thousands)

~~(in thousands)~~

Lake Johnson Mews Apartments

Tar River Estates

Raleigh, North Carolina

$ 338

$12,977

$13,315

$ 9,573

1972-1973

09/30/83

5-30 yrs

Apartments

Tar River Estates Apartments

Greenville,

$ 286

$17,363

$17,649

$12,129

1969-1972

01/18/84

5-30 yrs

Greenville, North Carolina

286

17,126

17,412

11,545

1969-1972

01/18/84

5-30 yrs

North Carolina

Totals

$ 624

$30,103

$30,727

$21,118

Reconciliation of "investment ~~properties~~property and accumulated depreciation":

	Years Ended
	December 31,
	2008	2007
	2009	2008
	(in thousands)
Investment Properties
Investment Property
Balance at beginning of year	$30 17,~~347~~412	$ 30,~~072~~347
Property improvements	~~418~~320	~~275~~418
Disposal of property	(3883)	--(38)
Balance at end of year	$30,727	$30,347
Assets held for sale	--	(13,315)
Balance at end of year	$ 17,649	$ 17,412
Accumulated Depreciation
Balance at beginning of year	$19 11,~~691~~545	$18 19,~~222~~691
Additions charged to expense	1,~~458~~027	1,~~469~~458
Disposal of property	(31443)	--(31)
Balance at end of year	$21,118	$19,691
Assets held for sale	--	(9,573)
Balance at end of year	$ 12,129	$ 11,545

The aggregate cost of the real estate for Federal income tax purposes at December 31, ~~2008~~2009 and ~~2007~~2008 is approximately $2511,~~183~~252,000 and $2425,~~761~~183,000, respectively. The accumulated depreciation taken for Federal income tax purposes at December 31, ~~2008~~2009 and ~~2007~~2008 is approximately $209,~~493~~459,000 and $1920,~~703~~493,000, respectively.

Note F – Casualty Event

In May 2008, Lake Johnson Mews Apartments sustained damages of approximately $88,000 from a water main break. During the year ended December 31, 2008, the Partnership recognized a casualty gain of approximately $21,000, which is included in loss from discontinued operations, as a result of the receipt of insurance proceeds of approximately $28,000 net of the write off of undepreciated damaged assets of approximately $7,000. During the year ended December 31, 2008, the ~~Partnership~~ Partnership also received approximately $6,000 for lost rents as a result of the casualty. During the year ended December 31, 2009, the Partnership recognized an additional casualty gain of approximately $44,000 as a result of the receipt of additional insurance proceeds, which is included in loss from discontinued operations.

Note G - Sale of Investment ~~Contingencies~~Property

AsOn ~~previously disclosed,~~June ~~AIMCO Properties~~26, ~~L.P. and NHP Management Company~~2009, ~~both~~the Partnership ~~affiliates~~sold ~~of the~~Lake ~~Corporate~~Johnson ~~General~~Mews ~~Partner~~Apartments, ~~were~~located ~~defendants~~ in ~~a lawsuit~~Raleigh, ~~filed as a~~North ~~collective action in August 2003 in the United States District Court for the District of Columbia~~Carolina, ~~alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing~~ to ~~pay~~a ~~maintenance~~third ~~workers~~party ~~overtime~~ for ~~time worked~~a insales ~~excess~~price of ~~40 hours per week (“overtime claims”)~~$10,790,000. The ~~plaintiffs~~net ~~also~~proceeds ~~contended~~realized ~~that~~by ~~AIMCO~~the ~~Properties,~~Partnership ~~L.P. and NHP Management Company failed to compensate maintenance workers for time that they~~ were ~~required~~approximately ~~to be "on-call" (“on-call claims”). In March 2007~~$2,577,000 ~~the~~after ~~court~~payment ~~in the District~~ of ~~Columbia~~ ~~decertified~~closing ~~the~~costs ~~collective~~of ~~action.~~approximately ~~In July 2007~~$192,000 ~~plaintiffs’~~and ~~counsel~~the ~~filed individual~~assumption ~~cases~~of ~~in Federal court in 22 jurisdictions. In~~ the ~~second quarter~~mortgages of approximately ~~2008~~$8, ~~AIMCO Properties~~021,000 ~~L.P.~~by ~~settled~~ the ~~overtime~~purchaser. ~~cases~~The ~~involving~~sale ~~652 plaintiffs~~resulted ~~and~~in ~~established~~ a ~~framework~~gain ~~for resolving the 88 remaining “on-call”~~of ~~claims~~approximately ~~and~~$7,248,000 during the ~~attorneys’~~year ~~fees~~ended ~~claimed~~December by31, ~~plaintiffs’ counsel~~2009. AsIn ~~a result~~addition, ~~the~~ ~~lawsuits asserted in~~ the 22Partnership ~~Federal~~recorded ~~courts~~a ~~will~~loss beon ~~dismissed.~~extinguishment ~~During~~of ~~the~~debt ~~fourth quarter~~ of ~~2008,~~ ~~the Partnership paid~~ approximately $5186,000 ~~for~~due ~~settlement amounts for alleged unpaid overtime~~ to ~~employees who had worked at~~ the ~~Partnership’s investment properties. At this time, the 88 remaining “on~~write-~~call”~~off ~~claims~~of ~~and the~~unamortized ~~attorneys’~~loan ~~fees claimed by plaintiffs’ counsel are not resolved~~costs. The ~~Corporate~~ ~~General~~loss ~~Partner~~on extinguishment ~~is uncertain as to the amount~~ of ~~any~~debt ~~additional~~is ~~loss that~~included ~~may~~in ~~be allocable to the Partnership. Therefore, the Partnership cannot estimate whether any additional~~ loss ~~will~~from ~~occur or a potential range of~~discontinued ~~loss~~operations.

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

~~Environmental~~As a result of the sale of Lake Johnson Mews Apartments during June 2009, the Partnership declared a distribution to the limited partners of approximately $2,327,000 or $44.29 per limited partnership unit. Payment of approximately $2,135,000 of this distribution was made during July 2009. The unpaid portion of approximately $192,000 has been accrued as a distribution payable and represents the estimated North Carolina withholding taxes to be paid by the Partnership on behalf of certain limited partners in connection with the sale of Lake Johnson Mews Apartments.

~~Various~~Note ~~Federal,~~I ~~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, including lead~~-~~based paint. 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.Contingencies

~~Mold~~As previously disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the Corporate General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (“overtime claims”). The plaintiffs also contended that AIMCO Properties, L.P. and NHP Management Company (“the Defendants”) failed to compensate maintenance workers for time that they were required to be "on-call" (“on-call claims”). In March 2007, the court in the District of Columbia decertified the collective action. In July 2007, plaintiffs’ counsel filed individual cases in Federal court in 22 jurisdictions. In the second quarter of 2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel. As a result, the lawsuits asserted in the 22 Federal courts have been dismissed. During the fourth quarter of 2008, the Partnership paid approximately $5,000 for settlement amounts for alleged unpaid overtime to employees who had worked at the Partnership’s investment properties. At this time, the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel are not resolved. The parties have selected six “on-call” claims that will proceed forward through the arbitration process and have selected arbitrators. After those arbitrations have been completed, the parties will revisit settling the on-call claims. The first two arbitrations took place in December 2009 and the Defendants received a defense verdict against the first two claimants, and plaintiffs dismissed the claims of the next two claimants. The remaining two arbitrations will take place in April 2010. The Corporate General Partner is uncertain as to the amount of any additional loss that may be allocable to the Partnership. Therefore, the Partnership cannot estimate whether any additional loss will occur or a potential range of loss.

The Partnership is ~~aware~~unaware of ~~lawsuits~~any ~~against owners~~other ~~and~~pending ~~managers~~or ofoutstanding ~~multifamily~~litigation ~~properties asserting claims of personal~~matters ~~injury~~involving ~~and~~it ~~property damage caused by the presence of mold, some of which have resulted in substantial monetary judgments~~ or ~~settlements. The~~its ~~Partnership has~~investment ~~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 policies, procedures, third-party audits and training and the Corporate General Partner believes that ~~these~~are ~~measures will prevent or eliminate mold exposure and will minimize the effects that mold may have on residents. To date, the Partnership has~~ not ~~incurred any material costs or liabilities relating to claims~~ of ~~mold~~a ~~exposure~~routine ornature ~~to abate mold conditions. Because the law~~arising ~~regarding~~in ~~mold is unsettled and subject to change~~ the ~~Corporate~~ordinary ~~General~~course ~~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~~business.

~~ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.~~Environmental

~~None~~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, including lead-based paint. 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 property, the Partnership could potentially be liable for environmental liabilities or costs associated with its property.

~~Item 9A(T). Controls and Procedures.~~Mold

~~(a) Disclosure~~The Partnership is aware of lawsuits against ~~Controls~~owners and ~~Procedures~~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 policies, procedures, third-party audits and training and the Corporate General Partner believes that these measures will prevent or eliminate mold exposure and will minimize the effects that mold may 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.

~~The~~Note ~~Partnership’s management,~~J ~~with~~– ~~the~~Subsequent 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 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. Event

~~Management’s~~Subsequent ~~Report~~to onDecember 31, 2009, the ~~Internal~~Partnership ~~Control~~entered ~~Over~~into ~~Financial~~a ~~Reporting~~sale contract with a third party relating to the sale of Tar River Estates Apartments, which is projected to close during the second quarter of 2010 for a sales price of $6,900,000. The Partnership determined that certain held for sale criteria were not met at December 31, 2009 and therefore continues to report the assets and liabilities of the investment property as held for investment and its respective operations as continuing operations.

~~The~~ITEM ~~Partnership’s management is responsible for establishing and maintaining adequate internal control over financial reporting~~9. ~~Internal~~Changes ~~control over financial reporting is defined~~ in ~~Rule~~ ~~13a-15(f)~~ and ~~15d-15(f)~~Disagreements ~~under~~With ~~the~~Accountants ~~Exchange~~on ~~Act~~Accounting ~~as a process designed by, or under the supervision of, the principal executive~~ and ~~principal~~Financial financial officers of the Corporate General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, and effected by the Partnership’s management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:Disclosure.

~~· pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets;~~None.

~~· provide reasonable~~Item ~~assurance~~9A(T). ~~that~~Controls ~~transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles,~~ and ~~that receipts and expenditures are being~~ ~~made only in accordance with authorizations of the Partnership’s management; and~~Procedures.

~~· provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have~~ (a ~~material effect on~~) Disclosure ~~the~~Controls ~~consolidated~~and ~~financial statements.~~Procedures

~~Because~~The Partnership’s management, with the participation of ~~its~~the ~~inherent~~principal executive officer and ~~limitations~~principal financial officer of the Corporate General Partner, ~~internal~~who ~~control~~are ~~over~~the equivalent of the Partnership’s principal executive officer and principal financial ~~reporting~~officer, ~~may~~respectively, ~~not~~has ~~prevent~~evaluated orthe ~~detect~~effectiveness of the ~~misstatements.~~Partnership’s ~~Projections~~disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of ~~any~~1934, ~~evaluation~~as amended (the “Exchange Act”)) as of ~~effectiveness~~the toend ~~future~~of ~~periods~~the period covered by this report. Based on ~~are~~such ~~subject~~evaluation, tothe principal executive officer and principal financial officer of the ~~risks~~Corporate ~~that~~General ~~controls~~Partner, ~~may~~who ~~become~~are ~~inadequate~~the ~~because~~equivalent of ~~changes~~the Partnership’s inprincipal ~~conditions~~executive officer and principal financial officer, orrespectively, have concluded that, as of the ~~degree~~end of ~~compliance~~such ~~with~~period, the ~~policies~~Partnership’s ordisclosure controls and procedures ~~may~~ ~~deteriorate~~are effective.

~~The Partnership~~Management’s ~~management assessed~~Report ~~the effectiveness of the Partnership’s internal control over financial~~on reporting as of December 31, 2008. In making this assessment, the Partnership’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control~~-Integrated~~ ~~Framework.~~Over Financial Reporting

~~Based~~The onPartnership’s ~~their~~management is ~~assessment~~responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the principal executive and principal financial officers of the Corporate General Partner, who are the equivalent of the Partnership’s ~~management~~principal ~~concluded~~executive ~~that,~~officer asand ofprincipal ~~December~~financial 31officer, ~~2008~~ respectively, and effected by the Partnership’s ~~internal~~management ~~control~~and ~~over~~other personnel to provide reasonable assurance regarding the reliability of financial reporting and isthe ~~effective.~~preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

~~This annual report does not~~· ~~include an attestation report of the Partnership’s registered public accounting~~pertain ~~firm regarding internal control over financial reporting. Management’s report was not subject~~ to the ~~attestation~~maintenance byof ~~the~~records ~~Partnership’s~~that ~~registered~~in ~~public accounting~~reasonable ~~firm~~detail ~~pursuant~~accurately ~~to temporary rules of the Securities~~ and ~~Exchange~~fairly ~~Commission~~reflect ~~that permit~~ the ~~Partnership~~transactions toand ~~provide~~dispositions ~~only~~of ~~management’s report in this annual report.~~assets;

~~(b) Changes~~· provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally ~~Internal~~accepted ~~Control~~accounting ~~Over~~principles, ~~Financial~~and ~~Reporting.~~that receipts and expenditures are being made only in accordance with authorizations of the Partnership’s management; and

~~There has been no change in~~· ~~the~~provide reasonable ~~Partnership’s~~assurance ~~internal~~regarding ~~control~~prevention ~~over~~or ~~financial~~timely ~~reporting~~detection ~~(as~~of ~~defined in Rules~~unauthorized ~~13a-15(f)~~acquisition, ~~and~~use ~~15d-15(f)~~or ~~under~~disposition ~~the Exchange Act) during the fourth quarter~~ of ~~2008~~ assets that ~~has~~could ~~materially~~have ~~affected,~~a ormaterial iseffect ~~reasonably likely to materially affect,~~on the ~~Partnership’s~~consolidated ~~internal control over~~ financial ~~reporting~~statements.

~~Item~~Because 9Bof its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. ~~Other~~Projections ~~Information~~of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~None~~The Partnership’s management assessed the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2009. In making this assessment, the Partnership’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

Based on their assessment, ~~PART~~the ~~III~~Partnership’s management concluded that, as of December 31, 2009, the Partnership’s internal control over financial reporting is effective.

~~Item~~This 10annual report does not include an attestation report of the Partnership’s registered public accounting firm regarding internal control over financial reporting. ~~Directors,~~Management’s ~~Executive~~report was ~~Officers~~not subject to the attestation by the Partnership’s registered public accounting firm pursuant to temporary rules of the Securities and ~~Corporate~~Exchange Commission ~~Governance~~that permit the Partnership to provide only management’s report in this annual report.

~~The Registrant has no directors or officers. The general partner responsible for management of the Partnership’s business is Shelter Realty V Corporation~~ (~~the “Corporate General Partner”~~b)~~. The~~ Changes ~~names and ages of, as well as the positions and~~in ~~offices~~Internal ~~held~~Control ~~by,~~Over ~~the~~Financial ~~present directors and officers of the Corporate General Partner are set forth below~~Reporting. ~~There are no family relationships between or among any directors or officers.~~

Name	Age	Position
Steven D. Cordes	37	Director and Senior Vice President
Harry G. Alcock	46	Director and Executive Vice President
Timothy J. Beaudin	50	President and Chief Operating Officer
David R. Robertson	43	President and Chief Financial Officer
Lisa R. Cohn	40	Executive Vice President, General Counsel and Secretary
Patti K. Fielding	45	Executive Vice President – Securities and Debt; Treasurer
Paul Beldin	35	Senior Vice President and Chief Accounting Officer
Stephen B. Waters	47	Vice President

There has been no change in the Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2009 that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

~~Steven~~Item D9B. ~~Cordes~~Other ~~was appointed as a Director of the Corporate General Partner effective March 2, 2009~~Information. Mr. Cordes has been a Senior Vice President of the Corporate General Partner and AIMCO since May 2007. Mr. Cordes was appointed Senior Vice President – Structured Equity in May 2007. Mr. Cordes joined AIMCO in 2001 as a Vice President of Capital Markets with responsibility for AIMCO’s joint ventures and equity capital markets activity. Prior to joining AIMCO, Mr. Cordes was a manager in the financial consulting practice of PricewaterhouseCoopers. Effective March 2009, Mr. Cordes was appointed to serve as the equivalent of the chief executive officer of the Partnership.

~~Harry G~~None. Alcock was appointed as a Director of the Corporate General Partner in October 2004 and was appointed Executive Vice President of the Corporate General Partner in February 2004 and has been Executive Vice President of AIMCO since October 1999. Mr. Alcock has had responsibility for acquisition and financing activities of AIMCO since July 1994, serving as Vice President from July 1996 to October 1997 and as Senior Vice President from October 1997 to October 1999. Mr. Alcock focuses on transactions related to AIMCO’s portfolio of properties in the western portion of the United States.

~~Timothy J. Beaudin was~~ ~~appointed~~PART Executive Vice President and Chief Development Officer of the Corporate General Partner and AIMCO in October 2005 and was appointed Executive Vice President and Chief Property Operating Officer of the Corporate General Partner and AIMCO in October 2008. Mr. Beaudin was promoted to President and Chief Operating Officer of AIMCO in February 2009. Mr. Beaudin oversees conventional and affordable property operations and information technology, in addition to redevelopment and construction services. He is also responsible for asset management for conventional properties. Prior to joining AIMCO and beginning in 1995, Mr. Beaudin was with Catellus Development Corporation, a San Francisco, California-based real estate investment trust. During his last five years at Catellus, Mr. Beaudin served as Executive Vice President, with management responsibility for development, construction and asset management.III

~~Lisa~~Item R10. ~~Cohn~~Directors, ~~was appointed~~ Executive ~~Vice~~Officers ~~President, General Counsel~~ and ~~Secretary of the~~ Corporate ~~General Partner and AIMCO in December 2007~~Governance. From January 2004 to December 2007, Ms. Cohn served as Senior Vice President and Assistant General Counsel of AIMCO. Ms. Cohn joined AIMCO in July 2002 as Vice President and Assistant General Counsel. Prior to joining AIMCO, Ms. Cohn was in private practice with the law firm of Hogan and Hartson LLP.

~~Patti~~The K.Registrant ~~Fielding~~has ~~was~~no ~~appointed~~directors ~~Executive~~or ~~Vice~~officers. The ~~President~~general -partner ~~Securities~~responsible ~~and~~for ~~Debt~~management of the ~~Corporate General~~Partnership’s ~~Partner~~business inis ~~February~~Shelter ~~2004~~Realty ~~and~~V ofCorporation ~~AIMCO in February 2003. Ms. Fielding was appointed Treasurer of AIMCO and~~ (the “Corporate General Partner ~~in January 2005~~”). ~~Ms.~~The ~~Fielding~~names isand ~~responsible~~ages ~~for~~of, ~~debt~~as ~~financing~~well ~~and~~as the ~~treasury~~ ~~department. Ms.~~positions ~~Fielding~~and offices ~~previously~~held ~~served~~by, asthe ~~Senior~~present ~~Vice President~~directors ~~- Securities~~ and ~~Debt~~officers of ~~AIMCO~~the ~~from~~Corporate ~~January~~General Partner ~~2000~~are toset ~~February 2003~~forth below. ~~Ms.~~There ~~Fielding~~are ~~joined~~no ~~AIMCO~~family inrelationships ~~February~~between ~~1997~~or among asany adirectors ~~Vice President~~or officers.

David R. Robertson was appointed President and Chief Investment Officer of AIMCO in February 2009, and on March 1, 2009, he also became Chief Financial Officer of AIMCO and the Corporate General Partner. Mr. Robertson joined AIMCO as Executive Vice President in February 2002 and has served as Chief Investment Officer since March 2007. In addition to serving as AIMCO’s chief financial officer, Mr. Robertson is responsible for portfolio strategy, capital allocation, investments, joint ventures, asset management and transaction activities. Since February 1996, Mr. Robertson has served as Chairman of Robeks Corporation, a 150-unit privately held chain of specialty food stores that he founded.

Name	Age	Position

Steven D. Cordes	38	Director and Senior Vice President
John Bezzant	47	Director and Senior Vice President
Timothy J. Beaudin	51	President and Chief Operating Officer
Ernest M. Freedman	38	Executive Vice President and Chief Financial Officer
Lisa R. Cohn	41	Executive Vice President, General Counsel and Secretary
Paul Beldin	36	Senior Vice President and Chief Accounting Officer
Stephen B. Waters	48	Senior Director of Partnership Accounting

~~Paul~~Steven ~~Beldin~~D. Cordes was appointed as a Director ~~Senior~~of ~~Vice~~the ~~President~~Corporate ~~and~~General ~~Chief~~Partner ~~Accounting~~effective ~~Officer~~March of2, ~~AIMCO~~2009. Mr. ~~and~~Cordes has been a Senior Vice President of the Corporate General Partner inand AIMCO since May ~~2008~~2007. Mr. ~~Beldin~~Cordes joined AIMCO in ~~May~~2001 ~~2008. Prior to that, Mr. Beldin served~~ as ~~controller~~a ~~and~~Vice ~~then~~President asof ~~chief financial~~Capital ~~officer~~Markets ofwith ~~America~~responsibility ~~First~~for ~~Apartment~~AIMCO’s ~~Investors,~~joint ~~Inc.,~~ventures aand ~~publicly~~equity ~~traded~~capital ~~multifamily~~markets ~~real~~activity. Prior ~~estate~~to ~~investment~~joining ~~trust~~AIMCO, ~~from~~Mr. ~~May~~Cordes ~~2005~~was toa ~~September~~manager ~~2007~~in ~~when~~ the financial ~~company~~consulting ~~was~~practice ~~acquired~~of ~~by Sentinel Real Estate Corporation~~PricewaterhouseCoopers. ~~Prior~~Effective toMarch ~~joining America First Apartment Investors~~2009, ~~Inc.,~~ Mr. ~~Beldin~~Cordes was aappointed ~~senior~~to ~~manager at~~serve ~~Deloitte~~as ~~and~~the ~~Touche~~equivalent ~~LLP,~~of ~~where~~the hechief ~~was~~executive officer ~~employed~~of ~~from~~the ~~August~~Partnership. Mr. ~~1996~~Cordes tobrings ~~May~~particular ~~2005, including~~expertise ~~two~~to ~~years~~the Board asin anthe ~~audit~~areas ~~manager~~of inasset ~~SEC~~management ~~services~~as atwell ~~Deloitte’s~~as ~~national~~finance and ~~office~~accounting.

~~Stephen~~John B.Bezzant ~~Waters~~ was appointed as ~~Vice~~a ~~President~~Director of the Corporate General Partner ~~and~~effective ~~AIMCO~~December ~~in April~~16, ~~2004~~2009. Mr. ~~Waters~~Bezzant ~~previously~~has ~~served~~been as a ~~Director~~Senior ofVice ~~Real~~President ~~Estate~~of ~~Accounting~~the Corporate General Partner and AIMCO since joining AIMCO in ~~September~~June ~~1999~~2006. Prior to joining AIMCO, from 2005 to June 2006, Mr. ~~Waters~~Bezzant ~~has~~was ~~responsibility~~a ~~for~~First Vice President at ~~partnership~~Prologis, ~~accounting~~a ~~with~~Denver, ~~AIMCO~~Colorado-based real estate investment trust, and ~~serves~~from 1986 to 2005, Mr. Bezzant served as ~~the~~Vice ~~principal~~President, ~~financial~~Asset ~~officer~~Management at Catellus ofDevelopment Corporation, a San Francisco, California-based real estate investment trust. Mr. Bezzant brings particular expertise to the ~~Corporate~~Board ~~General~~in the ~~Partner~~areas of real estate finance, property operations, sales and development.

~~One~~Timothy orJ. ~~more~~Beaudin ~~of the above~~was ~~persons~~appointed ~~are~~President ~~also~~and ~~directors~~Chief ~~and/or~~Operating ~~officers~~Officer of aAIMCO ~~general~~and ~~partner~~the ~~(or general~~Corporate ~~partner~~General ofPartner ain ~~general~~February ~~partner)~~2009. He ofjoined ~~limited~~AIMCO ~~partnerships~~and ~~which~~the ~~either have a class~~Corporate ofGeneral ~~securities~~Partner ~~registered~~as ~~pursuant~~Executive toVice ~~Section~~President ~~12(g)~~and ofChief ~~the~~Development ~~Securities~~Officer ~~Exchange~~in ~~Act~~October of2005 ~~1934,~~and orwas ~~are~~appointed ~~subject~~Executive toVice ~~the~~President ~~reporting~~and ~~requirements~~Chief ofProperty Operating ~~Section~~Officer ~~15(d)~~ of ~~such~~ ~~Act.~~the ~~Further,~~Corporate ~~one~~General orPartner ~~more~~and ofAIMCO ~~the~~in ~~above~~October 2008. Mr. ~~persons~~Beaudin ~~are~~oversees ~~also~~conventional ~~officers~~and ofaffordable property ~~Apartment~~operations, ~~Investment~~transactions, asset management, and ~~Management~~redevelopment ~~Company~~and construction services for AIMCO and the ~~general~~Corporate ~~partner~~General ofPartner. Prior ~~AIMCO~~to joining ~~Properties,~~AIMCO ~~L.P.,~~and ~~entities~~beginning ~~that~~in ~~have~~1995, aMr. ~~class~~Beaudin ofwas ~~securities~~with ~~registered~~Catellus ~~pursuant~~Development toCorporation. During ~~Section~~his ~~12(g)~~last offive ~~the~~years ~~Securities~~at ~~Exchange Act of 1934~~Catellus, orMr. ~~are~~Beaudin ~~subject~~served ~~to the~~as ~~reporting~~Executive ~~requirements~~Vice ofPresident, ~~Section~~with 15management ~~(d)~~responsibility offor ~~such~~development, construction ~~Act~~and asset management.

~~The~~Ernest ~~board~~M. ofFreedman was ~~directors~~appointed Executive Vice President and Chief Financial Officer of the Corporate ~~General~~ General Partner ~~does~~and ~~not~~AIMCO ~~have~~in aNovember ~~separate~~2009. Mr. ~~audit~~Freedman ~~committee.~~joined AIMCO Asin ~~such,~~2007 ~~the~~as ~~board~~Senior ~~of directors~~Vice President of ~~the~~Financial ~~Corporate~~Planning ~~General Partner~~and ~~fulfills~~Analysis ~~the~~and ~~functions~~has served as Senior Vice President of anFinance ~~audit~~since February ~~committee.~~2009, ~~The~~responsible ~~board~~for offinancial ~~directors~~planning, ~~has~~tax, accounting and related ~~determined~~areas. Prior ~~that~~to ~~Steven~~joining DAIMCO, from 2004 to 2007, Mr. ~~Cordesmeets~~ ~~the~~Freedman served as ~~requirement~~chief offinancial anofficer ~~"audit~~of ~~committee~~HEI ~~financial~~Hotels ~~expert"~~and Resorts.

~~The~~Lisa ~~directors~~R. ~~and~~Cohn ~~officers~~was appointed ofExecutive ~~the~~Vice ~~Corporate~~President, General ~~Partner~~Counsel ~~with~~and ~~authority~~Secretary ~~over~~of the ~~Partnership~~Corporate ~~are all~~General ~~employees~~Partner ofand ~~subsidiaries of~~ AIMCO. ~~AIMCO~~in ~~has~~December ~~adopted~~2007. From aJanuary ~~code~~2004 ofto ~~ethics~~December ~~that~~2007, ~~applies~~Ms. toCohn ~~such~~served ~~directors~~as ~~and~~Senior ~~officers~~Vice ~~that~~President isand ~~posted~~Assistant onGeneral ~~AIMCO's~~Counsel ~~website~~of ~~(www.~~AIMCO.~~com)~~ Ms. Cohn joined AIMCO's ~~website~~in isJuly ~~not~~2002 ~~incorporated~~as byVice ~~reference~~President and Assistant General Counsel. Prior to ~~this~~joining AIMCO, Ms. Cohn was in private practice ~~filing~~with the law firm of Hogan and Hartson LLP.

~~Item~~Paul 11Beldin joined AIMCO in May 2008 and has served as Senior Vice President and Chief Accounting Officer of AIMCO and the Corporate General Partner since that time. Prior ~~Executive~~to ~~Compensation~~joining AIMCO, Mr. Beldin served as controller and then as chief financial officer of America First Apartment Investors, Inc., a publicly traded multifamily real estate investment trust, from May 2005 to September 2007 when the company was acquired by Sentinel Real Estate Corporation. Prior to joining America First Apartment Investors, Inc., Mr. Beldin was a senior manager at Deloitte and Touche LLP, where he was employed from August 1996 to May 2005, including two years as an audit manager in SEC services at Deloitte’s national office.

~~Neither~~Stephen B. Waters was appointed Senior Director of Partnership Accounting of AIMCO and the ~~directors~~Corporate General ~~nor~~Partner in June 2009. Mr. Waters has responsibility for ~~officers~~partnership accounting with AIMCO and serves as the principal financial officer of the Corporate General Partner. Mr. ~~received~~Waters ~~any~~joined ~~remuneration~~AIMCO ~~from~~as a Director of Real Estate Accounting in September 1999 and was appointed Vice President of the ~~Registrant~~Corporate General Partner and AIMCO in April 2004. Prior to joining AIMCO, Mr. Waters was a senior manager at Ernst & Young LLP.

~~Item~~The ~~12.~~Registrant ~~Security~~is ~~Ownership~~not aware of ~~Certain~~the ~~Beneficial~~involvement ~~Owners~~in ~~and~~any ~~Management~~legal proceedings with respect to the directors and executive ~~Related~~officers ~~Stockholder~~listed ~~Matters~~in this Item 10.

~~Except~~One asor ~~noted~~more ~~below,~~of nothe above ~~person~~persons are also directors and/or ~~entity~~officers ~~was~~of ~~known~~a bygeneral ~~the~~partner ~~Registrant~~(or general partner of a general partner) of limited partnerships which either have a class of securities registered pursuant to beSection 12(g) of the ~~beneficial~~Securities ~~owner~~Exchange Act of ~~more~~1934, or are subject to the reporting requirements of Section 15(d) of ~~than~~such 5%Act. Further, one or more of the ~~Limited~~above ~~Partnership~~persons ~~Units~~are (also officers of Apartment Investment and Management Company and the ~~“Units”~~general partner of AIMCO Properties, L.P., entities that have a class of securities registered pursuant to Section 12(g) of the ~~Registrant~~Securities asExchange Act of ~~December~~ 311934, ~~2008~~or are subject to the reporting requirements of Section 15 (d) of such Act.

Entity	Number of Units	Percentage
CooperRiverProperties, LLC
(an affiliate of AIMCO)	2,722	5.18%
AIMCO IPLP, L.P.
(an affiliate of AIMCO)	20,144	38.34%
AIMCO Properties, L.P.
(an affiliate of AIMCO)	16,871	32.12%

The board of directors of the Corporate General Partner does not have a separate audit committee. As such, the board of directors of the Corporate General Partner fulfills the functions of an audit committee. The board of directors has determined that Steven D. Cordesmeets the requirement of an "audit committee financial expert".

~~Cooper~~The ~~River~~directors ~~Properties,~~and ~~LLC~~officers ~~and~~of ~~AIMCO~~the ~~IPLP,~~Corporate ~~L.P.~~General Partner with authority over the Partnership are ~~indirectly~~all employees ~~ultimately~~of ~~owned~~subsidiaries byof AIMCO. ~~Their~~ AIMCO has adopted a code of ethics that ~~business~~applies ~~address~~to such directors and officers that is 55posted ~~Beattie~~on ~~Place,~~AIMCO's ~~Greenville,~~website (www.AIMCO.com). ~~South~~AIMCO's ~~Carolina~~website is not incorporated by reference to this ~~29602~~filing.

~~AIMCO~~Item ~~Properties, L~~11.P. ~~is indirectly~~Executive ~~ultimately owned by AIMCO~~Compensation. ~~Its business address is 4582 S. Ulster St. Parkway, Suite 1100, Denver, Colorado 80237.~~

NoNeither ~~director~~the ordirectors ~~officer~~nor officers of the Corporate General Partner ~~owns~~received any ~~Units. The~~remuneration ~~Corporate~~from ~~General Partner owns 100 Units as required by~~ the ~~terms of the Partnership Agreement~~ ~~governing the Partnership~~Registrant. ~~AIMCO Properties, L.P., the other general partner acquired 10 Units during the current fiscal year.~~

Item 1312. Security Ownership of Certain ~~Relationships~~Beneficial Owners and ~~Related~~Management ~~Transactions,~~ and ~~Director~~Related ~~Independence~~Stockholder Matters.

~~The~~Except ~~Partnership~~as ~~has~~noted nobelow, ~~employees and depends~~no onperson ~~the~~or ~~Corporate~~entity ~~General~~was ~~Partner~~known ~~and~~by ~~its~~the ~~affiliates~~Registrant ~~for~~to be the ~~management~~beneficial ~~and administration~~owner of ~~all Partnership activities. The Partnership Agreement~~more ~~provides~~than ~~for~~5% ~~certain~~of ~~payments~~the toLimited ~~affiliates~~Partnership ~~for~~Units ~~services~~(the ~~and~~“Units”) ~~reimbursement~~ of ~~certain~~ ~~expenses~~the ~~incurred~~Registrant byas ~~affiliates on behalf~~ of December ~~the~~31, ~~Partnership~~2009.

Affiliates of the Corporate General Partner receive 5% of gross receipts from the Partnership's properties as compensation for providing property management services. The Partnership paid to such affiliates approximately $170,000 and $164,000 for the years ended December 31, 2008 and 2007, respectively, which are included in operating expenses on the consolidated statements of operations included in “Item 8. Financial Statements and Supplementary Data”.

Entity	Number of Units	Percentage

CooperRiverProperties, LLC
(an affiliate of AIMCO)	2,722	5.18%
AIMCO IPLP, L.P.
(an affiliate of AIMCO)	20,144	38.34%
AIMCO Properties, L.P.
(an affiliate of AIMCO)	16,871	32.11%

~~Affiliates~~Cooper ofRiver ~~the Corporate General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $131~~Properties,~~000~~ ~~and $116,000 for the~~LLC ~~years ended December 31, 2008~~ and ~~2007,~~AIMCO ~~respectively~~IPLP, ~~which are included in general and administrative expenses and investment properties on the consolidated financial statements included in “Item 8~~L. ~~Financial Statements and Supplementary Data”~~P. ~~The portion of these reimbursements included in investment properties for the years ended December 31, 2008 and 2007~~ are ~~construction management~~indirectly ~~services~~ultimately ~~provided~~owned by anAIMCO. Their business ~~affiliate~~address ofis ~~the~~55 ~~Corporate~~Beattie ~~General Partner of approximately $29~~Place,~~000~~ ~~and $12~~Greenville,~~000,~~ ~~respectively~~South Carolina 29601.

~~Pursuant~~AIMCO ~~to the Partnership Agreement~~Properties, ~~the Corporate~~L.P. ~~General Partner~~ is ~~entitled to a commission of up to 1% for its~~ ~~assistance~~indirectly inultimately ~~the~~owned ~~sale~~by ~~of a property~~AIMCO. Its ~~Payment~~business ofaddress ~~such commission~~ is ~~subordinate to~~4582 ~~the limited partners receiving a cumulative 7% return on their investment and~~S. ~~their~~Ulster ~~original capital contribution~~St. It isParkway, ~~not~~Suite ~~presently~~1100, ~~expected~~Denver, ~~that~~Colorado ~~the limited partners will receive these returns when the Partnership terminates~~80237.

~~The~~No ~~Partnership~~director ~~insures~~or ~~its properties~~officer ~~up to certain limits through coverage provided by AIMCO which is generally self-insured for a portion~~ of ~~losses and liabilities related to~~ ~~workers’~~the ~~compensation,~~Corporate ~~property~~General ~~casualty,~~Partner ~~general~~owns ~~liability~~any ~~and vehicle liability~~Units. The ~~Partnership~~Corporate ~~insures~~General Partner ~~its~~owns ~~properties~~100 ~~above~~Units ~~the~~as ~~AIMCO~~required ~~limits through insurance policies obtained~~ by ~~AIMCO from insurers unaffiliated with~~ the ~~Corporate~~ ~~General~~terms ~~Partner.~~of ~~During~~ the ~~years ended December 31, 2008 and 2007, the~~ Partnership ~~was charged by AIMCO and its affiliates approximately $78,000~~Agreement ~~and~~governing ~~$86,000,~~the ~~respectively, for insurance coverage and fees associated with policy claims administration~~Partnership.

~~Neither~~The ofPartnership has no employees and depends on the Corporate General Partner’s ~~directors~~and isits ~~independent~~affiliates ~~under~~for the ~~independence~~management ~~standards~~and ~~established~~administration of all Partnership activities. The Partnership Agreement provides for ~~New~~certain ~~York~~payments ~~Stock~~to ~~Exchange~~affiliates ~~listed~~for ~~companies~~services asand ~~both~~reimbursement ~~directors~~of ~~are~~certain ~~employed~~expenses incurred by ~~the~~affiliates ~~parent~~on behalf of the ~~Corporate General Partner~~Partnership.

~~Item~~Affiliates 14of the Corporate General Partner receive 5% of gross receipts from the Partnership's properties as compensation for providing property management services. ~~Principal~~The ~~Accounting~~Partnership ~~Fees~~paid to such affiliates approximately $128,000 and ~~Services~~$170,000 for the years ended December 31, 2009 and 2008, respectively, which are included in operating expenses and loss from discontinued operations.

~~The~~Affiliates ~~Corporate~~of ~~General~~the Corporate General Partner ~~has~~charged ~~reappointed~~the ~~Ernst~~Partnership &for ~~Young~~reimbursement ~~LLP~~of asaccountable administrative ~~independent~~expenses ~~auditors~~amounting to ~~audit~~ approximately $71,000 and $131,000 for the years ~~consolidated~~ended ~~financial~~December ~~statements~~31, 2009 and 2008, respectively, which are included in general and administrative expenses, investment property, gain on sale of discontinued ~~the~~operations ~~Partnership~~and assets held for ~~2009~~sale. The ~~aggregate~~portion of these ~~fees~~reimbursements ~~billed~~included ~~for~~in ~~services~~investment ~~rendered~~property, bygain ~~Ernst~~on &sale ~~Young~~of ~~LLP~~discontinued operations and assets held for ~~2008~~sale ~~and~~for ~~2007~~the years ended December 31, 2009 and 2008 are construction management services provided by an affiliate of the ~~described~~Corporate ~~below.~~General Partner of approximately $19,000 and $29,000, respectively.

~~Audit~~Pursuant ~~Fees. Fees for audit~~to ~~services~~the ~~totaled~~Partnership ~~approximately $50~~Agreement,~~000~~ ~~and~~the ~~$43,000~~Corporate ~~for~~General ~~2008~~Partner ~~and~~is ~~2007,~~entitled to a ~~respectively.~~commission ~~Fees~~of ~~for~~up ~~audit~~to ~~services~~1% ~~also~~for ~~include~~its ~~fees~~assistance ~~for~~in the ~~reviews~~sale of ~~the~~a property. Payment of ~~Partnership’s~~such ~~Quarterly~~commission ~~Reports~~is subordinate to the limited partners receiving a cumulative 7% return on ~~Form~~their ~~10-Q~~investment and their original capital contribution. It is not presently expected that the limited partners will receive these returns when the Partnership terminates.

~~Tax~~The Partnership ~~Fees. Fees~~insures its properties up to certain limits through coverage provided by AIMCO which is generally self-insured for ~~tax~~a portion of losses and ~~services~~liabilities ~~totaled~~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 years ended December 31, 2009 and 2008, the Partnership was charged by AIMCO and its affiliates approximately $1557,000 and $2478,000, respectively, for ~~2008~~insurance coverage and ~~2007,~~fees ~~respectively~~associated with policy claims administration.

~~PART~~In IVaddition to its indirect ownership of the general partner interests in the Partnership, AIMCO and its affiliates owned 39,737 Units in the Partnership representing 75.63% of the outstanding Units at December 31, 2009. 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 75.63% 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.

~~Item~~Neither ~~15.~~of ~~Exhibits,~~the ~~Financial~~Corporate General ~~Statement~~Partner’s ~~Schedules~~directors is independent under the independence standards established for New York Stock Exchange listed companies as both directors are employed by the parent of the Corporate General Partner.

~~(a) The following~~Item ~~consolidated~~14. ~~financial~~Principal ~~statements~~Accounting ~~are~~Fees ~~included~~and ~~in Item 8:~~Services.

~~Report~~The Corporate General Partner has reappointed Ernst & Young LLP as independent auditors to audit the consolidated financial statements of ~~Independent~~the Partnership for 2010. The aggregate ~~Registered~~fees ~~Public~~billed ~~Accounting~~for ~~Firm~~services rendered by Ernst & Young LLP for 2009 and 2008 are described below.

~~Consolidated~~Audit ~~Balance~~Fees. Fees ~~Sheets~~for audit -services ~~December~~totaled 31approximately $46,000 ~~2008~~and $50,000 for 2009 and ~~2007~~2008, respectively. Fees for audit services also include fees for the reviews of the Partnership’s Quarterly Reports on Form 10-Q.

~~Consolidated~~Tax ~~Statements~~Fees. Fees offor tax ~~Operations~~services -totaled ~~Years~~approximately ~~ended~~$19,000 ~~December~~and 31$15,000 ~~2008~~for 2009 and ~~2007~~2008, respectively.

~~Consolidated~~PART ~~Statements of Changes in Partners' Capital (Deficiency) - Years ended December 31, 2008 and 2007~~ IV

~~Consolidated~~Item ~~Statements~~15. ~~of Cash Flows - Years ended December 31~~Exhibits, ~~2008~~Financial ~~and~~Statement ~~2007~~ Schedules.

~~Notes~~(a) The following toconsolidated ~~Consolidated Financial~~financial ~~Statements~~statements are included in Item 8:

~~Schedules~~Report ~~are~~of ~~omitted for~~Independent ~~the~~Registered ~~reason~~Public ~~that~~Accounting ~~they are inapplicable or equivalent information has been included elsewhere herein.~~Firm

~~(b)~~ Consolidated Balance Sheets ~~Exhibits:~~- December 31, 2009 and 2008

~~See~~Consolidated ~~Exhibit~~Statements ~~Index~~of Operations - Years ended December 31, 2009 and 2008

Consolidated Statements of ~~SIGNATURES~~Changes in Partners' Capital (Deficiency) - Years ended December 31, 2009 and 2008

~~Pursuant~~Consolidated toStatements ~~the requirements~~ of Cash ~~Section~~Flows 13- orYears ~~15(d)~~ended ofDecember ~~the Securities Exchange Act of 1934~~31, ~~the~~2009 ~~registrant has~~and ~~duly~~2008 ~~caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~

~~SHELTER~~Notes ~~PROPERTIES~~to VConsolidated Financial LIMITED PARTNERSHIP By: Shelter Realty V Corporation Corporate General Partner By: /s/Steven D. Cordes Steven D. Cordes Senior Vice President By: /s/Stephen B. Waters Stephen B. Waters Vice President Date: March 27, 2009Statements

~~Pursuant~~Schedules toare ~~the~~omitted ~~requirements~~for of the ~~Securities~~reason ~~Exchange~~that ~~Act~~they ofare ~~1934,~~inapplicable ~~this~~or ~~report~~equivalent information has been ~~signed below by the~~ ~~following~~included ~~persons~~elsewhere ~~on behalf of the Registrant and in the capacities and on the dates indicated~~herein.

/s/Harry G. Alcock	Director and Executive	Date: March 27, 2009
Harry G. Alcock	Vice President
/s/Steven D. Cordes	Director and Senior	Date: March 27, 2009
Steven D. Cordes	Vice President
/s/Stephen B. Waters	Vice President	Date: March 27, 2009
Stephen B. Waters

(b) Exhibits:

~~SHELTER~~See ~~PROPERTIES~~Exhibit ~~V LIMITED PARTNERSHIP EXHIBIT INDEX~~Index.

~~Exhibit~~The agreements ~~Number~~ included as exhibits to this Form 10-K contain representations and warranties by ~~Description~~each of ~~Exhibit~~the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

~~3 See~~should ~~Exhibit~~not in all 4(instances be treated as categorical statements of fact, but rather as a). way of allocating the risk to one of the parties if those statements prove to be inaccurate;

~~3.1 Second~~have ~~Amended~~been ~~and~~qualified ~~Restated Bylaws~~by ofdisclosures ~~IPT,~~that ~~dated~~were ~~October~~made 2,to ~~1998~~the ~~(incorporated~~other byparty ~~reference~~in toconnection ~~Current~~with ~~Report on~~the ~~Form~~negotiation ~~8-K,~~of ~~dated~~the ~~October~~applicable 1agreement, ~~1998).~~which disclosures are not necessarily reflected in the agreement;

~~4 (a) Amended~~may ~~and~~apply ~~Restated~~standards ~~Certificate and~~of ~~Agreement~~materiality ofin ~~Limited~~a ~~Partnership~~way ~~(included~~that asis ~~Exhibit~~different Afrom towhat ~~the~~may ~~Prospectus~~be ~~of Registrant~~viewed ~~dated~~as ~~May~~material ~~27, 1983 contained in Amendment No. 1~~ to ~~Registration~~ ~~Statement~~an ~~No.~~investor; ~~2-81308, of Registrant filed June 8, 1982 (the "Prospectus")~~ and ~~incorporated~~ ~~herein by reference).~~

were made only as of the ~~(b) Subscription~~date ~~Agreement~~of ~~and~~the ~~Signature~~applicable ~~Page~~agreement ~~(included~~or such other date or dates as ~~Exhibits~~may ~~4(A)~~be ~~and~~specified 4in ~~(B)~~the toagreement ~~the~~and ~~Registration~~are ~~Statement,~~subject ~~incorporated~~to ~~herein~~more ~~by reference)~~recent developments.

Accordingly, ~~10(i) Contracts~~these ~~related~~representations toand ~~acquisition~~warranties may not describe the actual state of ~~properties~~affairs as of the date they were made or at any other time. The Partnership acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 10-K not misleading. Additional information about the Partnership may be found elsewhere in this Form 10-K and the Partnership’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

(d) Purchase Agreement dated May 6, 1983 between Europco Management Company of America and U.S. Shelter Corporation to acquire Lake Johnson Mews (Incorporated herein by reference to Amendment No. 1 of Registration Statement No. 2-81308 of Registrant filed May 24, 1983).SIGNATURES

~~(h) Purchase~~Pursuant ~~Agreement~~to ~~dated~~the ~~December~~requirements of ~~14,~~Section ~~1983~~13 ~~between~~or ~~Virginia~~15(d) ~~Real Estate~~of ~~Investors~~the ~~and~~Securities ~~U.S.~~Exchange ~~Shelter~~Act ~~Corporation~~of to1934, ~~acquire~~the ~~Tar River~~registrant ~~Estates. (Filed~~has induly ~~the~~caused ~~Registrant’s~~this ~~Current~~report ~~Report~~to onbe ~~Form~~signed ~~8-K~~on ~~dated December~~its 8,behalf ~~1983~~by ~~and~~the ~~incorporated~~undersigned, thereunto ~~herein~~duly ~~by reference)~~authorized.

~~(iii) Contracts~~SHELTER ~~related~~PROPERTIES ~~to refinancing~~V LIMITED PARTNERSHIP By: Shelter Realty V Corporation Corporate General Partner By: /s/Steven D. Cordes Steven D. Cordes Senior Vice President By: /s/Stephen B. Waters Stephen B. Waters Senior Director of ~~debt~~Partnership Accounting Date: March 30, 2010

~~(r) Multifamily~~Pursuant ~~Note~~to ~~dated~~the ~~December~~requirements of ~~28,~~the ~~2001,~~Securities byExchange ~~and~~Act ~~between~~of ~~New Shelter V Limited Partnership~~1934, athis ~~South~~report ~~Carolina~~has ~~limited~~been ~~partnership,~~signed ~~and~~below ~~Lend~~by the ~~Lease~~following ~~Mortgage~~persons ~~Capital,~~on ~~LP,~~behalf aof ~~Texas~~the ~~limited~~Registrant ~~partnership.~~and ~~(Filed~~ in the ~~Registrant’s~~ ~~Current~~capacities ~~Report~~and on ~~Form 8-K filed on January 14, 2002 and~~the ~~incorporated~~dates ~~herein by reference)~~indicated.

(s) Amended and Restated Multifamily Deed of Trust, Assignment of Rents and Security Agreement (Recast Transaction) dated June 30, 2008 between Federal Home Loan Mortgage Corporation and Shelter Properties V Limited Partnership, a South Carolina limited partnership (Filed in the Registrant’s Current Report on Form 8-K dated June 30, 2008 and incorporated herein by reference).

/s/John Bezzant	Director and Senior	Date: March 30, 2010
John Bezzant	Vice President

/s/Steven D. Cordes	Director and Senior	Date: March 30, 2010
Steven D. Cordes	Vice President

/s/Stephen B. Waters	Senior Director of Partnership	Date: March 30, 2010
Stephen B. Waters	Accounting

~~(t) Amended~~SHELTER ~~and~~PROPERTIES ~~Restated Multifamily Note (Recast Transaction) dated June 30, 2008 between Federal Home Loan Mortgage Corporation and Shelter Properties~~ V ~~Limited~~LIMITED ~~Partnership,~~PARTNERSHIP aEXHIBIT ~~South Carolina limited partnership (Filed in the Registrant’s Current Report on Form 8-K dated June 30, 2008 and incorporated herein by reference).~~ INDEX

~~(u)~~ Exhibit ~~Multifamily~~Number Description ~~Deed~~ of Trust, Assignment of Rents and Security Agreement dated June 30, 2008 between Capmark Bank and Shelter Properties V Limited Partnership, a South Carolina limited partnership (Filed in the Registrant’s Current Report on Form 8-K dated June 30, 2008 and incorporated herein by reference).Exhibit

~~(v) Multifamily~~3 ~~Note~~ See ~~dated~~Exhibit ~~June 30, 2008 between Capmark Bank and Shelter Properties V Limited Partnership, a South Carolina limited partnership~~ 4(~~Filed in the Registrant’s Current Report on Form 8-K dated June 30, 2008 and incorporated herein by reference~~a).

313.1 ~~Certification~~Second ofAmended ~~equivalent~~and ofRestated ~~Chief~~Bylaws ~~Executive~~of ~~Officer~~IPT, ~~pursuant~~dated toOctober ~~Securities Exchange~~2, ~~Act~~1998 ~~Rules 13a-14~~(~~a)/15d-14(a),~~incorporated by asreference ~~Adopted Pursuant~~ to ~~Section~~Current ~~302~~Report ~~of the~~on ~~Sarbanes~~Form 8-~~Oxley~~K, ~~Act~~dated ofOctober ~~2002~~1, 1998).

~~31.2~~4 ~~Certification~~(a) Amended ~~of equivalent~~and Restated Certificate and Agreement of ~~Chief~~Limited ~~Financial~~Partnership (included ~~Officer~~as ~~pursuant~~Exhibit A to ~~Securities~~the ~~Exchange~~Prospectus ~~Act~~of ~~Rules 13a-14(a)/15d-14(a)~~Registrant dated May 27, as1983 contained ~~Adopted~~in ~~Pursuant~~Amendment No. 1 to ~~Section~~Registration ~~302~~Statement No. 2-81308, of Registrant filed June 8, 1982 (the ~~Sarbanes-Oxley Act~~"Prospectus") ofand ~~2002~~incorporated herein by reference).

~~32.1~~ ~~Certification~~(b) Subscription ofAgreement ~~the~~and ~~equivalent~~Signature ofPage ~~the~~(included ~~Chief~~as ~~Executive~~Exhibits ~~Officer~~ 4(A) and ~~Chief Financial~~4 ~~Officer~~(B) ~~pursuant~~ to 18the ~~U.S.C.~~Registration ~~Section 1350~~Statement, asincorporated ~~Adopted~~herein ~~Pursuant to~~by ~~Section 906 of the Sarbanes-Oxley Act of 2002~~reference).

10(i) Contracts related to acquisition of properties.

(h) Purchase Agreement dated December 14, 1983 between Virginia Real Estate Investors and U.S. Shelter Corporation to acquire Tar River Estates. (Filed in the Registrant’s Current Report on Form 8-K dated December 8, 1983 and incorporated herein by reference).

(ii) Contracts related to disposition of properties.

(j) Purchase and Sale Contract dated May 1, 2009 between Shelter Properties V Limited Partnership, a South Carolina limited partnership and Pennsylvania Realty Group, Inc., a Pennsylvania corporation.(Filed in the Registrant’s Current Report on Form 8-K dated May 1, 2009 and incorporated herein by reference).

(k) First Amendment to Purchase and Sale Contract between Shelter Properties V Limited Partnership, a South Carolina limited partnership, and Pennsylvania Realty Group, Inc., a Pennsylvania corporation, dated June 3, 2009. (Filed in the Registrant’s Current Report on Form 8-K dated June 3, 2009 and incorporated herein by reference.)

(l) Second Amendment to Purchase and Sale Contract between Shelter Properties V Limited Partnership, a South Carolinalimited partnership, and PRG Lake Johnson Mews Associates, LLC, a North Carolina limited liability company, dated June 15, 2009. (Filed in the Registrant’s Current Report on Form 8-K dated June 15, 2009 and incorporated herein by reference.)

(m) Third Amendment to Purchase and Sale Contract between Shelter Properties V Limited Partnership, a South Carolinalimited partnership, and PRG Lake Johnson Mews Associates, LLC, a North Carolina limited liability company, dated June 19, 2009. (Filed in the Registrant’s Current Report on Form 8-K dated June 19, 2009 and incorporated herein by reference.)

(n) Purchase and Sale Contract between New Shelter V Limited Partnership, a Delaware limited partnership and Goldoller Greenville, I, LLC, a Delaware limited liability company, dated February 9, 2010. (Filed in the Registrant’s Current Report on Form 8-K dated February 9, 2010 and incorporated herein by reference.)

(o) First Amendment to the Purchase and Sale Contract between New Shelter V Limited Partnership, a Delaware limited partnership and Goldoller Greenville, I, LLC, a Delaware limited liability company, dated February 24, 2010. (Filed in the Registrant’s Current Report on Form 8-K dated February 24, 2010 and incorporated herein by reference.)

(p) Second Amendment to the Purchase and Sale Contract between New Shelter V Limited Partnership, a Delaware limited partnership and Goldoller Greenville, I, LLC, a Delaware limited liability company, dated March 26, 2010. (Filed in the Registrant’s Current Report on Form 8-K dated March 26, 2010 and incorporated herein by reference.)

(iii) Contracts related to refinancing of debt:

(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 in the Registrant’s Current Report on Form 8-K 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.

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