UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ofOF ~~the~~THE

~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of Report (Date of earliest event reported): ~~July~~February 116, ~~2011~~2012

REAL ESTATE ASSOCIATES LIMITED V

(Exact name of ~~Registrant~~registrant as specified in its charter)

California	~~0-012438~~	950-~~3768810~~12438	95-3768810
(State or other jurisdiction	(Commission	(I.R.S. Employer
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)
of incorporation)	File Number)	Identification Number)

55 Beattie Place Post Office Box 1089 Greenville, South Carolina 29602

~~Post~~(Address ~~Office~~of ~~Box~~principal ~~1089~~executive offices, including zip code)

~~Greenville~~Registrant’s telephone number, ~~South~~including ~~Carolina~~area ~~29602~~code: (864) 239-1000

(~~Address~~Former ofname ~~principal~~or ~~executive~~former ~~offices~~address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (~~864~~see General Instruction A.2. below): ~~239-1000~~

¨ Written communications pursuant to Rule 425 under the Securities Act (~~Issuer's~~17 ~~telephone~~CFR ~~number~~230.425)

~~Check~~¨ ~~the~~Soliciting ~~appropriate~~material ~~box~~pursuant ~~below~~to ifRule ~~the Form 8~~14a-K12 ~~filing~~under ~~is intended to simultaneously satisfy~~ the ~~filing~~Exchange ~~obligations~~Act of(17 ~~the~~CFR ~~registrant under any of the following provisions:~~240.14a-12)

[¨ ~~] Written~~Pre-commencement communications pursuant to Rule ~~425~~14d-2(b) under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14d-2(b))

[¨ ~~] Soliciting~~Pre-commencement ~~material~~communications pursuant to Rule ~~14a~~13e-124(c) under the Exchange Act (17 CFR 240.~~14a~~13e-124(c))

[Item ~~] Pre-commencement~~5.02 ~~communications~~Departure ~~pursuant~~of toDirectors ~~Rule~~or ~~14d-2(b)~~Certain ~~under~~Officers; ~~the~~Election ~~Exchange~~of ~~Act~~Directors; ~~(17~~Appointment ~~CFR~~of ~~240~~Certain Officers; Compensatory Arrangements of Certain Officers.~~14d-2(b))~~

[Real ~~] Pre-commencement~~Estate ~~communications~~Associates ~~pursuant~~Limited toV ~~Rule 13e-4~~(cthe “Partnership”) ~~under~~announced that, in connection with the ~~Exchange~~transactions described ~~Act~~in ~~(17~~Item 7.01 ~~CFR~~of ~~240~~this current report, effective February 6, 2012, Mr.~~13e-4~~ John McGrath has resigned as the equivalent of the chief executive officer of the Partnership. To fill this vacancy, the sole member of the corporate general partner of the Partnership has appointed Mr. John Bezzant. Effective February 7, 2012, Mr. Bezzant will serve as an Executive Vice President of the corporate general partner of the Partnership and the equivalent of the chief executive officer of the Partnership. In January 2011, Mr. Bezzant was appointed Executive Vice President, Transactions of Apartment Investment and Management Company (c“AIMCO”)), the ultimate parent company of the Partnership’s general partner, where he is responsible for portfolio management and analytics, disposition and acquisition activities, and asset management of the affordable portfolio. He joined AIMCO as Senior Vice President – Development in June 2006. Prior to joining AIMCO, from 2005 to 2006, Mr. Bezzant was a First Vice President at Prologis, a Denver, Colorado-based real estate investment trust, and from 1986 to 2005, Mr. Bezzant served as Vice President, Asset Management at Catellus Development Corporation, a San Francisco, California-based real estate investment trust.

Item 27.01 ~~Completion~~Regulation ofFD ~~Acquisition or Disposition of Assets~~Disclosure.

~~Real~~On January 31, ~~Estate~~2012, ~~Associates~~AIMCO/Bethesda ~~Limited~~Holdings, VInc., a ~~California~~wholly-owned ~~limited~~subsidiary ~~partnership~~of ~~(the~~AIMCO (“~~Registrant~~Bethesda Holdings”), ~~owned~~entered into a ~~99%~~management ~~limited~~agreement ~~partnership~~with ~~interest~~a inthird ~~Grandview~~party ~~Place~~management ~~Limited~~services ~~Partnership,~~company for the management of a ~~Montana~~portfolio ~~limited~~of approximately ~~partnership~~147 ~~(“Grandview~~properties ~~Place”).~~with ~~Grandview~~10,184 ~~Place~~units ~~owns~~held aby ~~48-unit~~entities, ~~apartment~~including ~~complex~~the ~~located~~Partnership, in ~~Missoula,~~which ~~Montana.~~Bethesda AsHoldings ~~previously~~has ~~disclosed,~~minority onlimited ~~February~~and 18general partner interests. On January 31, ~~2011~~2012, ~~the~~Bethesda ~~Registrant~~Holdings also entered into an ~~Assignment~~option agreement ~~and~~with ~~Assumption~~the ~~Agreement~~management ~~(the~~company ~~“Assignment~~pursuant ~~Agreement”)~~to ~~with~~which ait ~~third~~granted ~~party,~~the ~~Randel~~company ~~Corporation~~the exclusive option, for a ~~Nevada~~period ~~corporation~~ending on December 27, ~~(“Assignee”)~~2013, ~~whereby~~to ~~the~~purchase ~~Registrant~~Bethesda ~~agreed~~Holdings’ tominority ~~assign~~interests ~~its~~in ~~limited~~the ~~partnership~~portfolio. ~~interest~~AIMCO inexpects ~~Grandview~~the ~~Place~~sale toof such ~~Assignee~~interests orto ~~its~~be ~~nominee~~completed ~~for~~later ~~$25~~this year,~~000~~ pending the satisfaction of certain closing conditions.

OnCautionary ~~July~~Statements ~~11,~~regarding Forward-Looking ~~2011,~~Statements the Registrant received the $25,000 and effective July 11, 2011, the partnership agreement for Grandview Place was amended to reflect the completion of the assignment of the limited partnership interest. Grandview Place was the Registrant’s only remaining investment. The Registrant’s investment balance in Grandview Place was zero at both March 31, 2011 and December 31, 2010.

InThis ~~accordance~~current ~~with~~report contains forward-looking statements within the ~~terms~~meaning of Section 27A of the Securities ~~Registrant’s~~Act ~~partnership~~of ~~agreement~~1933, as amended, and Section 21E of the ~~Registrant~~Securities Exchange Act of 1934, as amended. The forward-looking statements are based on current expectations, estimates and projections made by management. Words such as “anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”, “estimates”, or variations of such words are intended to identify such forward-looking statements. For example, AIMCO’s ~~corporate~~expectation ~~general~~that ~~partner~~the sale of the asset-managed portfolio will close later this year is ~~currently~~a ~~evaluating~~forward-looking ~~the~~statement. ~~cash~~The ~~requirements~~forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those set forth or implied by any forward-looking statements. All forward-looking statements made in this current report are made as of the ~~Registrant~~date hereof, and the Partnership assumes no obligation to ~~determine~~update ~~what~~the forward-looking ~~portion~~statements included in this current report whether as a result of new information, future events, or otherwise. Please refer to the ~~proceeds~~Partnership’s ~~and~~most ~~cash~~recent annual report on ~~hand~~Form ~~will~~10-K beand ~~available~~subsequent periodic reports and other filings with the Securities and Exchange Commission (“SEC”) for additional information regarding risks and uncertainties, including, but not limited to, ~~distribute~~the risk factors listed from time to time in such SEC reports. Copies of these filings are available through the ~~Registrant~~SEC’s ~~partners~~electronic data gathering analysis and retrieval system at www.sec.gov.

~~Item~~SIGNATURE ~~9.01 Financial Statements and Exhibits~~

~~(d) Exhibits~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

10.3 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Grandview Place Limited Partnership by and between Real Estate Associates Limited V, a California limited partnership, Randel Corporation, a Nevada corporation; Dennis D. Curran, an individual, and GVP, Inc. a Montana corporation effective July 11, 2011.


Date: February 13, 2012	REAL ESTATE ASSOCIATES LIMITED V

	By:	National Partnership Investments, LLC, Corporate General Partner

	By:	/s/ Trent Johnson
		Trent Johnson
		Vice President

The agreement included as an exhibit to this Form 8-K contains representations and warranties by each of 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:

· should not in all 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;

· have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

· may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and

· were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Registrant 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 8-K not misleading. Additional information about the Registrant may be found elsewhere in this Form 8-K and the Registrant’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

REAL ESTATE ASSOCIATES LIMITED V

By: National Partnership Investments Corp.

Corporate General Partner

By: /s/Stephen B. Waters

Stephen B. Waters

Senior Director of Partnership Accounting

Date: July 14, 2011

Filing Compare · REAL ESTATE ASSOCIATES LTD V