Shelter Properties V Limited Partnership · 10KSB · For 11/30/97

Filed On 2/26/98   ·   SEC File 0-11574   ·   Accession Number 712753-98-1

Annual Report -- Small Business   ·   Form 10-KSB
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10KSB   ·   Annual Report -- Small Business
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FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D) 

FORM 10-KSB 

(Mark One)                                                                      
[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF  
1934 [No Fee Required]                                                
For the fiscal year ended November 30, 1997 
or
[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [No Fee Required]                                           

For the transition period from..........to......... 
Commission file number 0-11574

SHELTER PROPERTIES V LIMITED PARTNERSHIP
(Name of small business issuer in its charter)

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

One Insignia Financial Plaza, P.O. Box 1089                                     
Greenville, South Carolina                               29602  
(Address of principal executive offices)                     (Zip Code)     

Issuer's telephone number (864) 239-1000

Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:

Units of Limited Partnership Interest 
(Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section  
13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such  
shorter period that the registrant was required to file such reports), and (2)  
has been subject to such filing requirements for the past 90 days. Yes  X  No   

Check if there is no disclosure of delinquent filers in response to Item 405 of 
Regulation S-B contained in this form, and no disclosure will be contained, to  
the best of registrant's knowledge, in definitive proxy or information          
statements incorporated by reference in Part III of this Form 10-KSB or any     
amendment to this Form 10-KSB. [X]                                              

State issuer's revenues for its most recent fiscal year.  $13,587,000           

State the aggregate market value of the voting partnership interests held by    
non-affiliates computed by reference to the price at which the partnership      
interests were sold, or the average bid and asked prices of such partnership    
interests, as of a specified date within the past 60 days.  Market Value        
information for the Registrant's partnership interests is not available.  Should
a trading market develop for these interests, it is the Managing General        
Partner's belief that the aggregate market value of the voting partnership      
interests would not exceed $25,000,000.                                         

DOCUMENTS INCORPORATED BY REFERENCE 
1.  Portions of the Prospectus of Registrant dated May 27, 1983 (included in    
Registration Statement, No. 2-81308, of Registrant) are incorporated by         
reference into Parts I and III.                                                 

PART I

ITEM 1.  DESCRIPTION OF BUSINESS                                                

Shelter Properties V Limited Partnership (the "Registrant" or the "Partnership")
is engaged in the business of acquiring, operating and holding real properties  
for investment. The Registrant acquired eight existing apartment properties     
during 1983 and 1984 and has been operating such properties since that time with
the exception of Greenspoint Apartments, which the Partnership permitted a      
lender to foreclose upon on November 1, 1988.                                   

Commencing May 27, 1983, the Registrant offered through E. F. Hutton & Company  
Inc. ("Hutton") 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.  An         
additional 100 Units were purchased by the Corporate General Partner.  Limited  
partners are not required to make any additional capital contributions.         

The Units were registered under the Securities Act of 1933 via Registration     
Statement No. 2-81308 (the "Registration Statement"). Reference is made to the  
Prospectus of Registrant dated May 27, 1983 (the "Prospectus") contained in said
Registration Statement, which is incorporated herein by reference thereto.      

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 and thereby 
completed its acquisition program in January 1984 at approximately the          
expenditure level estimated in the Prospectus. Funds not expended because they  
are held as reserves have been invested by the Registrant, in accordance with   
the policy described in the Prospectus, in U. S. Government securities or other 
highly liquid, short-term investments where there is appropriate safety of      
principal.                                                                      

A further description of the Partnership's business is included in Management's 
Discussion and Analysis or Plan of Operation included in Item 6 of this Form    
10-KSB.                                                                         

The Registrant has no employees.  Management and administrative services are    
performed by Shelter Realty V Corporation, the Corporate General Partner, and by
Insignia Residential Group, L.P., an affiliate of Insignia Financial Group, Inc.
("Insignia"), the ultimate parent company of the Corporate General Partner.     
Pursuant to a management agreement between them, Insignia Residential Group,    
L.P. provides property management services to the Registrant.                   

The real estate business in which the Partnership is engaged is highly          
competitive and the Partnership is not a significant factor in this industry.   
The Registrant's seven investment properties are subject to competition from    
similar properties in the vicinity in which the properties are located.  In     
addition, various limited partnerships have been formed by the General Partners 
and/or their affiliates to engage in business which may be competitive with the 
Registrant.                                                                     

ITEM 2.  DESCRIPTION OF PROPERTIES                                              

The following table sets forth the Registrant's investments in properties:      

Date of         
Property                        Purchase     Type of Ownership       Use        

Foxfire Apartments              07/19/83   Fee ownership, subject  Apartment    
Atlanta, Georgia                          to first mortgage.      266 units   

Old Salem Apartments            08/25/83   Fee ownership, subject  Apartment    
Charlottesville, Virginia                 to first mortgage.      364 units   

Woodland Village Apartments     09/01/83   Fee ownership, subject  Apartment    
Columbia, South Carolina                  to first mortgage.      308 units   

Lake Johnson Mews Apartments    09/30/83   Fee ownership, subject  Apartment    
Raleigh, North Carolina                   to first mortgage.      201 units   

The Lexington Apartments        10/31/83   Fee ownership, subject  Apartment    
Sarasota, Florida                         to first and second     267 units   
                mortgages.

Millhopper Village Apartments   11/22/83   Fee ownership, subject  Apartment    
Gainesville, Florida                      to first mortgage.      136 units   

Tar River Estates               01/18/84   Fee ownership, subject  Apartment    
Greenville, North Carolina                to first and second     402 units   
                mortgages.

SCHEDULE OF PROPERTIES:                                                         
(in thousands)                                                          

Gross                     
                     Carrying   Accumulated                      Federal
Property                   Value    Depreciation   Rate     Method  Tax Basis   

Foxfire Apts.            $ 10,393   $ 5,994      5-29 yrs     S/L  $  1,561     
Old Salem Apts.            15,977     8,676      5-28 yrs     S/L     2,482     
Woodland Village Apts.     11,960     6,414      5-30 yrs     S/L     1,935     
Lake Johnson Mews Apts.     8,195     4,226      5-30 yrs     S/L     1,441     
The Lexington Apts.         9,821     4,607      5-34 yrs     S/L     2,511     
Millhopper Village Apts.    5,578     3,051      5-29 yrs     S/L       900     
Tar River Estates          13,329     7,496      5-27 yrs     S/L     2,176     
                    $ 75,253   $40,464                        $ 13,006

See "Note A" to the financial statements in "Item 7" for a description of the   
Partnership's depreciation policy.                                              

SCHEDULE OF MORTGAGES:                                                          
(in thousands)                                                          

              Principal                                    Principal
             Balance At   Stated                           Balance
           November 30, Interest    Period   Maturity     Due At
Property               1997       Rate     Amortized   Date      Maturity       

Foxfire                                                                         
1st Mortgage      $ 4,704        7.50%      (1)     02/01/99     $ 4,595      

Old Salem                                                                       
1st Mortgage        6,527      10.375%      (2)     12/10/16          65      

Woodland Village                                                                
1st Mortgage        4,950        7.33%     none     11/01/03       4,950      

Lake Johnson Mews                                                               
1st Mortgage        4,350        7.33%     none     11/01/03       4,350      

The Lexington                                                                   
1st Mortgage        3,513        7.60%      (3)     11/15/02       2,870      
2nd Mortgage          123        7.60%     none     11/15/02         123      

Millhopper Village                                                              
1st Mortgage        2,700        7.33%     none     11/01/03       2,700      

Tar River Estates                                                               
1st Mortgage        4,853        7.60%      (3)     11/15/02       3,965      
2nd Mortgage          169        7.60%     none     11/15/02         169      

31,889                                  
Less unamortized                                                                
discounts            (376)                                                    

$31,513                                   

(1) The principal balance is being amortized over 25 years with a balloon       
payment due February 1, 1999.                                           
(2) The principal balance is being amortized over 300 months.                   
(3) The principal balance is being amortized over 257 months with a balloon     
payment due November 15, 2002.                                          

On November 13, 1996, the Partnership refinanced the mortgage notes at Woodland 
Village, Lake Johnson Mews, and Millhopper Village.  Gross proceeds from the    
refinancing were $12,000,000 of which approximately $8,053,000 was used to pay  
off the existing mortgage debts (including accrued interest and pre-payment     
penalties).  The new notes require monthly interest only payments at a fixed    
interest rate of 7.33%, and have balloon payments due on November 1, 2003.  The 
old debt carried fixed and variable interest rates ranging from 7.5% to 9.5%    
with maturities beginning in January 1997.                                      

SCHEDULE OF RENTAL RATES AND OCCUPANCY:                                         

                   Average Annual         Average Annual
                  Rental Rates             Occupancy
                 1997          1996        1997       1996

Foxfire                   $7,417        $7,040        92%         94%           
Old Salem                  7,027         6,894        93%         87%           
Woodland Village           7,072         6,768        91%         93%           
Lake Johnson Mews          8,002         7,512        95%         95%           
The Lexington              7,412         7,346        96%         96%           
Millhopper Village         7,665         7,342        95%         97%           
Tar River Estates          6,019         5,874        92%         87%           

The Corporate General Partner attributes the increase in occupancy at Old Salem 
Apartments to exterior renovations and the refurbishment of the swimming pool at
the property.  The increase in occupancy at Tar River Estates is a result of    
management's intensified marketing efforts.                                     

As noted under Item 1. "Description of Business," the real estate industry is   
highly competitive.  All of the properties of the Partnership are subject to    
competition from other residential apartment complexes in the area.  The        
Corporate General Partner believes that all of the properties are adequately    
insured.  The multifamily residential properties' lease terms are for one year  
or less.  No residential tenant leases 10% or more of the available rental      
space.                                                                          

SCHEDULE OF REAL ESTATE TAXES AND RATES:                                        
(dollar amounts in thousands)                                                   

             1997           1997
            Billing         Rate

Foxfire                             $108           4.02%                        
Old Salem                             82            .70%                        
Woodland Village                     146          30.33%                        
Lake Johnson Mews                     65           1.23%                        
The Lexington                        191           2.51%                        
Millhopper Village                    81           2.78%                        
Tar River Estates                    133           1.43%                        

These properties have a fiscal year different than the real estate tax year;    
therefore, tax expense does not agree to the 1997 billing.                      

ITEM 3.  LEGAL PROCEEDINGS                                                      

The Partnership is unaware of any pending or outstanding litigation that is not 
of a routine nature.  The Corporate General Partner of the Partnership believes 
that all such pending or outstanding litigation will be resolved without a      
material adverse effect upon the business, financial condition, or operations of
the Partnership.                                                                

 PART II

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                    

During the fiscal year ended November 30, 1997, no matter was submitted to a    
vote of security holders through the solicitation of proxies or otherwise.      

ITEM 5. MARKET FOR THE REGISTRANT'S UNITS OF LIMITED PARTNERSHIP AND RELATED    
PARTNER MATTERS                                                   

There is no established market for the Units and it is not anticipated that any 
will occur in the foreseeable future.  As of November 30, 1997, there were 3,300
holders of record owning an aggregate of 52,538 Units.                          

Distributions of approximately $4,276,000 and $500,000 were made in 1997 and    
1996, respectively.  A distribution payable of $750,000 was recorded at November
30, 1997 and was paid December 2, 1997.  In addition, a distribution of         
refinancing proceeds of $554,000 was made in January 1998.  Future distributions
will depend on the levels of cash generated from operations, refinancings,      
property sales, and the availability of cash reserves. Distributions may also be
restricted by the requirement to deposit net operating income (as defined in the
mortgage note) into the Reserve Account until the Reserve Account is funded an  
amount equal to $1,000 per apartment unit for each respective unit.             

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION              

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

Results of Operations                                                           

The Partnership had net income for the year ended November 30, 1997, of         
approximately $234,000 and a net loss of approximately $482,000 for the         
corresponding period of 1996. The increase in net income for the year ended     
November 30, 1997, is primarily due to an increase in total revenues and a      
decrease in operating expenses.  The increase in rental income is due to the    
increase in occupancy at Tar River and Old Salem and the increases in rental    
rates at all properties.  Other income increased due to increases in lease      
cancellation fees at The Lexington and the collection of utilities from tenants 
at Old Salem.  The decrease in operating expenses is due to a decrease in       
maintenance expenses.  The decrease in maintenance expense is due to the repair 
of mansard roofs, major sewer replacements, exterior painting, and the          
replacement of counter tops at Tar River in 1996; vinyl siding replacement and  
the installation of water conservation devices at Woodland Village in 1996;     
exterior and interior painting at Old Salem; and exterior building repairs      
necessitated by hurricane damage, as well as clubhouse renovations at Lake      
Johnson Mews in 1996.  Partially offsetting these decreases from 1996           
maintenance expenses are increases in gutter repairs at Millhopper and increases
in major landscaping and exterior painting at Lexington in 1997.  The above     
decrease in operating expenses was partially offset by an increase in           
concessions offered at all of the properties except Old Salem and Lexington.    

Included in operating expense for the twelve months ended November 30, 1997 is  
approximately $463,000 of major repairs and maintenance comprised primarily of  
gutter repairs, exterior building improvements and painting and major           
landscaping.  Included in operating expense for the twelve months ended November
30, 1996 is approximately $854,000 of major repairs and maintenance comprised   
primarily of interior and exterior building expenses, painting, major           
landscaping and parking lot expenses.                                           

Partially offsetting the increase in net income were increases in property      
taxes, general and administrative expense and interest expense. Property taxes  
increased due to an increase in the tax assessment at The Lexington Apartments. 
Interest expense increased due to the refinancing of Millhopper, Woodland       
Village and Lake Johnson Mews which increased the principal balances by         
approximately $4,000,000.  General and administrative expenses increased due to 
increases in appraisal fees and partnership administrative cost reimbursements. 

For the year ended November 30, 1996, the Partnership recognized an             
extraordinary loss of approximately $84,000 in conjunction with the November    
mortgage refinancings.  This loss is attributable to the write-off of the       
remaining balances of loan costs which were being amortized over the lives of   
the old mortgages, as well as pre-payment penalties associated with the early   
payoff of the old loans.                                                        

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

Liquidity and Capital Resources                                                 

At November 30, 1997, the Partnership had cash and cash equivalents of          
approximately $3,347,000 compared to approximately $6,103,000 at November 30,   
1996.  The net (decrease) increase in cash and cash equivalents for the years   
ended November 30, 1997 and 1996 is ($2,756,000) and $2,856,000, respectively.  
Net cash provided by operating activities increased due to an increase in net   
income as discussed above, along with a decrease in receivables and deposits.   
Partially offsetting these increases was a decrease in accounts payable due to  
the timing of payments to vendors.  Net cash used in investing activities       
decreased in 1997 as a result of a net decrease in restricted escrows and a     
decrease in capital expenditures.  Net cash used in financing activities        
increased due to the Partnership's refinancing of the mortgages encumbering Lake
Johnson Mews, Woodland Village, and Millhopper Village in 1996, with no         
corresponding refinancing in 1997 and an increase in partners' distributions.   

On November 13, 1996, the Partnership refinanced the mortgage notes at Woodland 
Village, Lake Johnson Mews, and Millhopper Village.  Gross proceeds from the    
refinancing were $12,000,000 of which approximately $8,053,000 was used to pay  
off the existing mortgage debts (including accrued interest).  The new notes    
require monthly interest only payments at a fixed interest rate of 7.33%, and   
have balloon payments due on November 1, 2003.  The old debt carried fixed and  
variable interest rates ranging from 7.5% to 9.5% with maturities beginning in  
January 1997.  As a result of these refinancings, the Partnership recorded an   
extraordinary loss of approximately $84,000.                                    

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 properties to adequately maintain the physical     
assets and other operating needs of the Partnership.  Such assets are currently 
thought to be sufficient for any near-term needs of the Partnership.  The       
mortgage indebtedness of approximately $31,513,000, net of discount, is         
amortized over varying periods with required balloon payments ranging from      
February 1, 1999, to November 1, 2003, at which time the properties will either 
be refinanced or sold. During the years ended November 30, 1997, and 1996, the  
Partnership made distributions of $4,276,000 and $500,000, respectively. At     
November 30, 1997, $750,000 was recorded as a distribution payable and was paid 
December 2, 1997.  In addition, a distribution of refinancing proceeds of       
$554,000 was made in January 1998.  Future cash distributions will depend on the
levels of net cash generated from operations, property sales, and the           
availability of cash reserves.  A distribution was made in January 1998 of      
approximately $554,000 to the limited partners which represents a distribution  
of net proceeds from refinancing.                                               

Year 2000                                                                       

The Partnership is dependent upon the Corporate General Partner and Insignia for
management and administrative services.  Insignia has completed an assessment   
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and       
thereafter.  The project is estimated to be completed not later than December   
31, 1998, which is prior to any anticipated impact on its operating systems.    
The Corporate General Partner believes that with modifications to existing      
software and conversions to new software, the Year 2000 Issue will not pose     
significant operational problems for its computer systems. However, if such     
modifications and conversions are not made, or are not completed timely, the    
Year 2000 Issue could have a material impact on the operations of the           
Partnership.                                                                    

Other                                                                           

Certain items discussed in this annual report may constitute forward-looking    
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,        
uncertainties and other factors which may cause the actual results, performance 
or achievements of the Partnership to be materially different from any future   
results, performance or achievements expressed or implied by such forward-      
looking statements.  Such forward-looking statements speak only as of the date  
of this annual report.  The Partnership expressly disclaims any obligation or   
undertaking to release publicly any updates of revisions to any forward-looking 
statements contained herein to reflect any change in the Partnership's          
expectations with regard thereto or any change in events, conditions or         
circumstances on which any such statement is based.                             

ITEM 7.  FINANCIAL STATEMENTS                                                   

SHELTER PROPERTIES V LIMITED PARTNERSHIP                                        

LIST OF FINANCIAL STATEMENTS                                                    

Report of Ernst & Young LLP, Independent Auditors                               

Consolidated Balance Sheet--November 30, 1997                                   

Consolidated Statements of Operations--Years ended November 30, 1997 and 1996   

Consolidated Statements of Changes in Partners' Capital (Deficit)--Years ended  
November 30, 1997 and 1996                                        

Consolidated Statements of Cash Flows--Years ended November 30, 1997 and 1996   

Notes to Consolidated Financial Statements                                      

Report of Ernst & Young LLP, Independent Auditors   

The Partners                                                                    
Shelter Properties V Limited Partnership                                        

We have audited the accompanying consolidated balance sheet of Shelter          
Properties V Limited Partnership as of November 30, 1997, and the related       
consolidated statements of operations, changes in partners' capital (deficit)   
and cash flows for each of the two years in the period ended November 30, 1997. 
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 generally accepted auditing          
standards. Those standards require that we plan and perform the audit to obtain 
reasonable assurance about whether the financial statements are free of         
material misstatement. An audit includes examining, on a test basis, evidence   
supporting the amounts and disclosures in the financial statements.  An audit   
also includes assessing the accounting principles used and significant estimates
made by the Partnership's management, as well as evaluating the overall         
financial statement presentation.  We believe that our audits provide a         
reasonable basis for our opinion.                                               

In our opinion, the consolidated financial statements referred to above present 
fairly, in all material respects, the consolidated financial position of Shelter
Properties V Limited Partnership at November 30, 1997, and the consolidated     
results of its operations and its cash flows for each of the two years in the   
period ended November 30, 1997, in conformity with generally accepted accounting
principles.                                                                     

/s/ERNST & YOUNG LLP                                                            

Greenville, South Carolina                                                      
December 29, 1997                                                               

SHELTER PROPERTIES V LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEET
(in thousands, except unit data)

November 30, 1997 

Assets                                                                          
Cash and cash equivalents                                            $ 3,347
Receivables and deposits                                                 726
Restricted escrows                                                     1,249
Other assets                                                             795
Investment properties:                                                      
Land                                              $  4,242            
Buildings and related personal property             71,011            
                                        75,253
   Less accumulated depreciation                      (40,464)        34,789

                                                                     $40,906

Liabilities and Partners' Capital (Deficit)                                     

Liabilities                                                                     
Accounts payable                                                     $   145
Tenant security deposit liabilities                                      362
Accrued property taxes                                                   208
Other liabilities                                                        436
Distribution payable                                                     750
Mortgage notes payable                                                31,513

Partners' Capital (Deficit)                                                     
General partners                                     $   (333)              
Limited partners (52,538 units                                              
   issued and outstanding)                              7,825          7,492

                                                                     $40,906

 See Accompanying Notes to Consolidated Financial Statements

SHELTER PROPERTIES V LIMITED PARTNERSHIP

 CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except unit data)

                                                                · Download Table

                                                           Years Ended November 30,
                                                              1997           1996  
                                                                                   
Revenues:                                                                          
  Rental income                                             $12,748        $12,144 
  Other income                                                  839            717 
    Total revenues                                           13,587         12,861 

Expenses:                                                                          
  Operating                                                   6,372          6,422 
  General and administrative                                    372            328 
  Depreciation                                                3,018          3,045 
  Interest                                                    2,768          2,686 
  Property taxes                                                823            778 
    Total expenses                                           13,353         13,259 

     Income (loss) before extraordinary item                    234           (398)

Extraordinary item - loss on extinguishment of debt              --            (84)

     Net income (loss)                                      $   234        $  (482)

Net income (loss) allocated to general partners (1%)        $     2        $    (5)
Net income (loss) allocated to limited partners (99%)           232           (477)
                                                            $   234        $  (482)

Per limited partnership unit:                                                      
  Income (loss) before extraordinary item                   $  4.42        $ (7.50)
  Extraordinary item                                             --          (1.58)

Net income (loss) per limited partnership unit              $  4.42        $ (9.08)
<FN>                                                                               
           See Accompanying Notes to Consolidated Financial Statements             
</FN>                                                                              

SHELTER PROPERTIES V LIMITED PARTNERSHIP

 CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

  (in thousands, except unit data)

                                                                · Download Table

                                   Limited                                    
                                 Partnership   General    Limited             
                                    Units      Partners   Partners      Total 

                                                                              
Original capital contributions     52,538      $    2     $ 52,538    $52,540 

Partners' (deficit) capital                                                   
  at November 30, 1995             52,538      $ (310)    $ 13,570    $13,260 

Distributions to Partners              --          --         (500)      (500)

Net loss for the year                                                         
  ended November 30, 1996              --          (5)        (477)      (482)

Partners' (deficit) capital                                                   
  at November 30, 1996             52,538        (315)      12,593     12,278 

Distributions to Partners              --         (20)      (5,000)    (5,020)

Net income for the year                                                       
  ended November 30, 1997              --           2          232        234 

Partners' (deficit) capital                                                   
  at November 30, 1997             52,538      $ (333)    $  7,825    $ 7,492 
<FN>                                                                            
        See Accompanying Notes to Consolidated Financial Statements           
</FN>                                                                           

SHELTER PROPERTIES V LIMITED PARTNERSHIP

 CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

                                                      Years Ended November 30,
                                                        1997          1996
Cash flows from operating activities:                                           
Net income (loss)                                     $   234      $  (482) 
Adjustments to reconcile net income (loss) to net                           
cash provided by operating activities:                                    
Depreciation                                          3,018        3,045
Amortization of discounts and loan costs                180          143
Extraordinary item - loss on early                                      
  extinguishment of debt                                 --           84
Change in accounts:                                                     
   Receivables and deposits                              119          (44)
  Other assets                                          (37)          41
   Accounts payable                                     (223)         (78)
  Tenant security deposit liabilities                    (4)          14
  Accrued property taxes                                (60)          72
   Other liabilities                                    (108)         (51)
   Net cash provided by operating activities          3,119        2,744

Cash flows from investing activities:                                           
Property improvements and replacements                 (1,192)      (1,235) 
Net decrease (increase) in restricted escrows              36         (541) 
    Net cash used in investing activities             (1,156)      (1,776)

Cash flows from financing activities:                                           
Payments on mortgage notes payable                       (437)      (1,293) 
Repayment of mortgage notes payable                        --       (7,862) 
Proceeds from long-term borrowing                          --       12,000  
Prepayment penalty                                         --         (124) 
Loan costs                                                (12)        (333) 
Partners' distributions                                (4,270)        (500) 
Net cash (used in) provided by                                    
     financing activities                            (4,719)       1,888

Net (decrease) increase in cash and cash equivalents     (2,756)       2,856    

Cash and cash equivalents at beginning of period          6,103        3,247    
Cash and cash equivalents at end of period             $  3,347     $  6,103    

Supplemental disclosure of cash flow information:                               
Cash paid for interest                               $  2,556     $  2,562  

Supplemental disclosure of non-cash activity:                                   
Distribution payable                                 $    750           --  

See Accompanying Notes to Consolidated Financial Statements 

SHELTER PROPERTIES V LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - ORGANIZATION AND 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 pursuant to a Certificate and Agreement of Limited Partnership
filed 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 only other general partner of
the Partnership, N. Barton Tuck, Jr., is effectively prohibited by the          
Partnership's partnership agreement (the "Partnership Agreement") from          
participating in the management of the Partnership.  The Corporate General      
Partner is an indirect subsidiary of Insignia Financial Group, Inc.             
("Insignia").  The directors and officers of the Corporate General Partner also 
serve as executive officers of Insignia.  The Partnership Agreement terminates  
December 31, 2023.  The  Partnership commenced operations on July 19, 1983, and 
completed its acquisition of apartment properties on January 18, 1984.  The     
Partnership operates seven apartment properties located in the South and        
Southeast.  At November 30, 1997, Insignia Properties L.P. owns a total of      
20,119 Units of the Partnership.                                                

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

Use of Estimates:  The preparation of financial statements in conformity with   
generally accepted accounting principles requires management to make estimates  
and assumptions that affect the amounts reported in the 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.  In the following notes to financial statements, 
whenever "net cash from operations" is used, it has the aforementioned meaning. 
The following is a reconciliation of the subtotal in the accompanying statements
of cash flows captioned "net cash provided by operating activities" to net cash 
provided by (used in) operations, as defined in the Partnership Agreement.      
However, "net cash from operations" should not be considered an alternative to  
net income as an indicator of the Partnership's operating performance or to cash
flows as a measure of liquidity.                                                

                                            Years Ended November 30,
                                          1997            1996
                                            (in thousands)

Net cash provided by operating activities        $ 3,119          $ 2,744       
Property improvements and replacements          (1,192)          (1,235)    
Payments on mortgage notes payable                (437)          (1,293)    
Changes in reserves for net operating                                       
liabilities                                      313               46   
Changes in restricted escrows, net                  36             (541)    
Additional operating reserves                   (1,285)              --     

Net cash provided by (used in) operations    $   554          $  (279)  

The General Partner believed it to be in the best interest of the Partnership to
reserve an additional $1,285,000 at November 30, 1997, to fund continuing       
capital improvements and repairs.                                               

Distributions made from reserves no longer considered necessary by the general  
partners are considered to be additional net cash from operations for allocation
purposes.  Cash distributions of approximately $4,276,000 and $500,000 were made
during the years December 30, 1997 and 1996, respectively.  At November 30,     
1997, $750,000 was recorded as a distribution payable and was paid December 2,  
1997.                                                                           

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, and then the
limited partners will be allocated 85% of any remaining distributions of        
distributable net proceeds and the general partners will receive 15%.           

Distributions may be restricted by the requirement to deposit net operating     
income (as defined in the mortgage note) into the Reserve Account until the     
Reserve Account is funded in an amount equal to $1,000 per apartment unit for   
each respective property.                                                       

Undistributed Net Proceeds from Refinancing:  At November 30, 1997, the         
Partnership had a balance of $2,785,000 of undistributed net proceeds from prior
refinancings.  A distribution was made in January 1998 of approximately $554,000
which represented proceeds from refinancing.                                    

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 disposition,    
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 as   
shown in the statement of operations and changes in partners' capital (deficit) 
for 1997 was allocated 99% to the limited partners and 1% to the general        
partners.  Net income per limited partnership unit was computed by dividing the 
net income allocated to the limited partners by 52,538 units outstanding.       

All losses, including losses attributable to property dispositions, are         
allocated 99% to the limited partners and 1% to the general partners.           
Accordingly, net loss as shown in the statements of operations and changes in   
partners' capital (deficit) for 1996 was allocated 99% to the limited partners  
and 1% to the general partners.  Net loss per limited partnership unit was      
computed as 99% of net loss divided by 52,538 units outstanding.                

Restricted Escrows:                                                             

     Capital Improvement Account - In conjunction with the 1996 refinancing of
the mortgage notes encumbering Woodland Village, Lake Johnson Mews and          
Millhooper Village, capital improvement escrows totaling approximately $549,000 
were established with a portion of the proceeds from the new notes.  At November
30, 1997, this reserve totaled approximately $279,000.                          

      Replacement Reserve - As part of the 1996 refinancing, each property
deposits per unit between $275 and $348 per year with the mortgage company to   
establish and maintain a Replacement Reserve designated for repairs and         
replacements at the properties.  At November 30, 1997, this reserve totaled     
approximately $202,000.                                                         

     Reserve Account - At the time of the refinancing of The Lexington and Tar
River Estates mortgage notes payable in 1992, a general reserve account was     
established with the refinancing proceeds for each mortgaged property.  These   
funds were established to cover necessary repairs and replacements of existing  
improvements, debt service, out of pocket expenses incurred for ordinary and    
necessary administrative tasks, and payment of real property taxes and insurance
premiums.  The Partnership is required to deposit net operating income (as      
defined in the mortgage note) from each refinanced property to the respective   
reserve account until they equal $1,000 per apartment unit or $676,000 in total.
At November 30, 1997, this reserve totaled approximately $726,000 which includes
interest earned on these funds.                                                 

Escrows for Taxes and Insurance:  Escrows for Foxfire are held by the mortgagor.
Escrows for Lake Johnson Mews, Tar River, The Lexington, Old Salem, Woodland    
Village and Millhopper are held by the Partnership.  All escrowed funds are     
designated for the payment of real estate taxes.  These escrows totaling        
approximately $296,000 are included in receivable and deposits.                 

Other Reserves:  The general partners may designate a portion of cash generated 
from operations as "other reserves" in determining net cash from operations.    
The general partners 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 1997 and 1996 were approximately    
$307,000 and $170,000, respectively, which 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 general partners expect to continue to adjust   
other reserves based on the net change in the aforementioned account balances.  

Depreciation:  Depreciation is provided by the straight-line method over the    
estimated lives of the apartment properties and related personal property.  For 
Federal income tax purposes, the accelerated cost recovery  method is used (1)  
for real property over 15 years for additions prior to March 16, 1984; 18 years 
for additions after March 15, 1984, and before May 9, 1985; and 19 years for    
additions after May 8, 1985; and before January 1, 1987; and (2) for personal   
property over 5 years for additions prior to January 1, 1987.  As a result of   
the Tax Reform Act of 1986, for additions after December 31, 1986, the modified 
accelerated cost recovery method is used for depreciation of (1) real property  
additions over 27 1/2 years and (2) personal property additions over 7 years.   

Present Value Discounts:  Periodically, the Partnership incurs debt at below    
market rates for similar debt.  Present value discounts are recorded on the     
basis of prevailing market rates and are amortized on an interest method over   
the life of the related debt.                                                   

Loan Costs:  Loan costs of approximately $1,026,000 less accumulated            
amortization of approximately $360,000 are included in other assets and are     
being amortized on a straight-line basis over the life of the related loans.    
During January 1997, in connection with the 1996 refinancing of Woodland        
Village, Lake Johnson Mews, and Millhopper Village, additional loan costs of    
$12,000 were capitalized.                                                       

Cash and Cash Equivalents:  Includes cash on hand and in banks, money market    
funds and certificates of deposit with original maturities less than 90 days.   
At certain times, the amount of cash deposited at a bank may exceed the limit on
insured deposits.                                                               

Tenant Security Deposits:  The Partnership requires security deposits from      
lessees for the duration of the lease and such deposits are included in         
receivables and deposits. The security deposits are refunded when the tenant    
vacates provided the tenant has not damaged its space and is current on its     
rental payments.                                                                

Leases:  The Partnership generally leases apartment units for twelve-month terms
or less.  The Partnership recognizes income as earned on its leases.  In        
addition, management finds it necessary to offer rental concessions during      
particularly slow periods, or in response to heavy competition from other       
complexes in the area. Concessions are charged to expense as incurred.          

Investment Properties:  Investment properties are stated at cost.  Acquisition  
fees are capitalized as a cost of real estate.  In accordance with Statement of 
Financial Accounting Standards No. 121, Accounting for the Impairment of Long-  
Lived Assets and for Long-Lived Assets to Be Disposed Of, the Partnership       
records impairment losses on long-lived assets used in operations when events   
and circumstances indicate that the assets might be impaired and the            
undiscounted cash flows estimated to be generated by those assets are less than 
the carrying amounts of those assets.  For the years ended November 30, 1997 and
1996, no adjustments for impairment of value were recorded.                     

Advertising:  The Partnership expenses the costs of advertising as incurred.    
Advertising expense, included in operating expenses, was approximately $165,000 
and $129,000 for the years ended November 30, 1997 and 1996, respectively.      

Fair Value of Financial Instruments:  Statement of Financial Accounting         
Standards ("SFAS") No. 107, Disclosures about Fair Value of Financial           
Instruments, as amended by "SFAS No. 119, Disclosures about Derivative Financial
Instruments and Fair Value of Financial Instruments", disclosure of fair value  
information about financial instruments, whether or not recognized in the       
balance sheet, for which it is practicable to estimate fair value.  Fair value  
is defined in the SFAS 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 its      
financial instruments (except for long term debt) approximates their fair value 
due to the short term maturity of these instruments.  The fair value of the     
Partnership's long term debt, after discounting the scheduled loan payments to  
maturity, approximates its carrying balance.                                    

Reclassifications:  Certain reclassifications have been made to the 1996        
information to conform to the 1997 presentation.                                

NOTE B - MORTGAGE NOTES PAYABLE                                                 

The principal terms of mortgage notes payable are as follows (dollars in        
thousands):                                                                     

                  Principal    Monthly                       Principal
                Balance At    Payment    Stated              Balance
              November 30,  Including  Interest  Maturity   Due At
Property                1997       Interest    Rate      Date    Maturity     

Foxfire                                                                       
1st Mortgage         $ 4,704       $  37      7.50%   02/01/99    $4,595    

Old Salem                                                                     
1st Mortgage           6,527          65    10.375%   12/10/16        65    

Woodland Village                                                              
1st Mortgage           4,950          30      7.33%   11/01/03     4,950    

Lake Johnson Mews                                                             
1st Mortgage           4,350          27      7.33%   11/01/03     4,350    

The Lexington                                                                 
1st Mortgage           3,513          31      7.60%   11/15/02     2,870    
2nd Mortgage             123           1      7.60%   11/15/02       123    

Millhopper Village                                                            
1st Mortgage           2,700          16      7.33%   11/01/03     2,700    

Tar River Estates                                                             
1st Mortgage           4,853          43      7.60%   11/15/02     3,965    
2nd Mortgage             169           1      7.60%   11/15/02       169    
31,889       $ 251              
Less unamortized                                                              
discounts               (376)                                               

$31,513                           

The Partnership exercised interest rate buy-down options for Tar River and The  
Lexington when the debt was refinanced, reducing the stated rate from 8.76% to  
7.60%. The fee for the interest rate reduction amounted to approximately        
$677,000 and is being amortized as a loan discount on the interest method over  
the life of the loans.  The unamortized discount fee is reflected as a reduction
of the mortgage notes payable and increases the effective rate of the debt to   
8.76%.                                                                          

In addition, on November 13, 1996, the Partnership refinanced the mortgage notes
at Woodland Village, Lake Johnson Mews, and Millhopper Village.  Gross proceeds 
from the refinancing were $12,000,000 of which approximately $8,053,000 was used
to pay off the existing mortgage debts (including accrued interest and pre-     
payment penalties).  The new notes require monthly interest only payments at a  
fixed interest rate of 7.33%, and have balloon payments due on November 1, 2003.
The old debt carried fixed and variable interest rates ranging from 7.5% to 9.5%
with maturities beginning in January 1997.  As a result of these refinancings,  
the Partnership recorded an extraordinary loss of approximately $84,000, as of  
November 30, 1996.                                                              

The mortgage notes payable are non-recourse and are secured by pledge of the    
respective apartment properties and by pledge of revenues from the respective   
apartment properties. Certain of the notes require prepayment penalties if      
repaid prior to maturity and prohibit resale of the properties subject to       
existing indebtedness.                                                          

Scheduled principal payments of mortgage notes payable subsequent to November   
30, 1997, are as follows (in thousands):                                        

1998                                   $   475        
1999                                     5,025        
2000                                       451        
2001                                       490        
2002                                     7,628        
Thereafter                                    17,820              
                               $31,889

NOTE C - INCOME TAXES                                                           

The Partnership has received a ruling from the Internal Revenue Service that it 
will be classified as a partnership for Federal income tax purposes.            
Accordingly, no provision for income taxes is made in the 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 (in thousands, except per unit data):                              

                                        1997          1996
Net income (loss) as reported                 $    234       $   (482)        

Add (deduct):                                                                 
Amortization of present value discounts          (2)            (5)     
Depreciation differences                     (1,077)        (1,015)     
Change in prepaid rental                         50            (82)     
Other                                           (39)           (11)     
Accrued legal expenses                           --           (124)     

Federal taxable loss                          $   (834)      $ (1,719)        
Federal taxable loss per limited                                              
partnership unit                          $ (15.72)      $ (32.39)    

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

Net assets as reported                              $  7,492            
Buildings                                              6,667            
Accumulated depreciation                             (28,450)           
Syndication fees                                       6,746            
Other                                                    185            
Net assets - tax basis                              $ (7,360)           

NOTE D - TRANSACTIONS WITH AFFILIATED PARTIES                                   

The Partnership has no employees and is dependent on the Corporate General      
Partner and its affiliates for the management and administration of all         
partnership activities. The Partnership Agreement provides for payments to      
affiliates for services and as reimbursement of certain expenses incurred by    
affiliates on behalf of the Partnership. The following transactions with        
Insignia Financial Group, Inc. and its affiliates were incurred in 1997 and 1996
(in thousands):                                                                 

                                                     For the Years Ended
                                                    November 30,
                                                     1997         1996
Property management fees (included in                               
    operating expenses)                            $670             $632
Reimbursement for services of affiliates,                           
including approximately $54,000 and                             
$8,000 of construction oversight                                
reimbursements in 1997 and 1996,                                
respectively (included in general and                           
administrative, operating expenses and                          
    investment properties)                          286              238

For the period of December 1, 1995 to August 31, 1997, the Partnership insured  
its properties under a master policy through an agency and insurer unaffiliated 
with the Corporate General Partner.  An affiliate of the Corporate General      
Partner acquired, in the acquisition of a business, certain financial           
obligations from an insurance agency which was later acquired by the agent who  
placed the master policy.  The agent assumed the financial obligations to the   
affiliate of the Corporate General Partner, who received payments on these      
obligations from the agent.  The amount of the Partnership's insurance premiums 
accruing to the benefit of the affiliate of the Corporate General Partner by    
virtue of the agent's obligations was not significant.                          

A director of Insignia Financial Group, Inc. is affiliated with a professional  
legal association that received fees in connection with the 1996 refinancing of 
Woodland Village, Lake Johnson Mews, and Millhopper Village (see Note B).  These
fees totaled $36,000 and have been capitalized as loan costs.                   

NOTE E - REAL ESTATE AND ACCUMULATED DEPRECIATION                               

Investment Properties                                                         
(in thousands)                               Initial Cost               
                              To Partnership

                                              Buildings       Cost
                                                and Related  Capitalized
                                                  Personal   Subsequent to
Description                   Encumbrances   Land   Property    Acquisition   

Foxfire Apartments                                                            
Atlanta, Georgia              $ 4,704    $  830   $ 9,122      $   441    
Old Salem Apartments                                                          
Charlottesville, Virginia       6,527       654    12,664        2,659    
Woodland Village Apartments                                                   
Columbia, South Carolina        4,950       605     9,135        2,220    
Lake Johnson Mews Apartments                                                  
Raleigh, North Carolina         4,350       338     6,725        1,132    
The Lexington Apartments                                                      
Sarasota, Florida               3,636     1,102     6,620        2,099    
Millhopper Village Apartments                                                 
Gainesville, Florida            2,700       239     4,305        1,034    
Tar River Estates                                                             
Greenville, North Carolina      5,022       474     9,985        2,870    
Totals                     $31,889    $4,242   $58,556      $12,455 

       Gross Amount At Which Carried
    At November 30, 1997
    (in thousands)

                                                        · Enlarge/Download Table

                                      Buildings                                                          
                                     And Related                                                         
                                      Personal          Accumulated     Date of       Date    Depreciable
  Description                  Land   Property   Total  Depreciation  Construction  Acquired  Life-Years 
                                                                                                         
Foxfire                                                                                                  
  Atlanta, Georgia           $  830   $ 9,563   $10,393   $ 5,994       1969-1971   07/19/83    5-29     
Old Salem                                                                                                
  Charlottesville, Virginia     654    15,323    15,977     8,676       1969-1971   08/25/83    5-28     
Woodland Village                                                                                         
  Columbia, South Carolina      605    11,355    11,960     6,414         1974      09/01/83    5-30     
Lake Johnson Mews                                                                                        
  Raleigh, North Carolina       338     7,857     8,195     4,226       1972-1973   09/30/83    5-30     
The Lexington                                                                                            
  Sarasota, Florida           1,102     8,719     9,821     4,607       1973-1982   10/31/83    5-34     
Millhopper Village                                                                                       
  Gainesville, Florida          239     5,339     5,578     3,051       1970-1976   11/22/83    5-29     
Tar River Estates                                                                                        
  Greenville, North Carolina    474    12,855    13,329     7,496       1969-1972   01/18/84    5-27     
     Totals                  $4,242   $71,011   $75,253   $40,464                                        

Reconciliation of "Real Estate and Accumulated Depreciation":                   

                                        Years Ended November 30,
                                        1997            1996
Real Estate                                                                   
Balance at beginning of year                    $74,061        $72,840        
Property improvements                     1,192          1,235
 Disposals of property                        --            (14)
Balance at end of Year                          $75,253        $74,061        

Accumulated Depreciation                                                      
Balance at beginning of year                    $37,446        $34,414        
Additions charged to expense              3,018          3,045
 Disposals of property                        --            (13)
Balance at end of year                          $40,464        $37,446        

The aggregate cost of the real estate for Federal income tax purposes at        
November 30, 1997 and 1996, is approximately $81,920,000 and $80,727,000,       
respectively.  The accumulated depreciation taken for Federal income tax        
purposes at November 30, 1997 and 1996, is approximately $68,914,000 and        
$64,819,000, respectively.                                                      

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND        
FINANCIAL DISCLOSURE                                          

None                                                                    

PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,          
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT             

The Registrant has no officers or directors.  The Individual and Corporate      
General Partners are as follows:                                                

Individual General Partner - N. Barton Tuck, Jr., age 59, is the Individual     
General Partner of the Registrant. Mr. Tuck is Chairman of GolfSouth Management,
Inc.  Until August 1990, he served as Chairman and Chief Executive Officer of   
U.S. Shelter Corporation ("Shelter"), the former parent of AmReal Corporation   
(parent of the Corporate General Partner of the Partnership).  For six years    
prior to 1966, Mr. Tuck was employed in Greenville, South Carolina by the       
certified public accounting firm of S.D. Leidesdorf & Company.  From 1966 to    
1970, he was a registered representative with the investment banking firm of    
Harris Upham & Co., Inc. in Greenville, South Carolina. Since 1970, Mr. Tuck has
been engaged in arranging equity investments for individuals and partnerships.  
Mr. Tuck is a graduate of the University of North Carolina. Mr. Tuck has        
delegated to the Corporate General Partner all of his authority, as a general   
partner of the Partnership, to manage and control the Partnership and its       
business and affairs.                                                           

Corporate General Partner - The names and ages of, as well as the positions and 
offices held by, the executive officers and directors of Shelter Realty V       

Corporation are set forth below.  There are no family relationships between or  
among any officers or directors.                                                

NAME OF INDIVIDUAL            POSITION                   AGE          

William H. Jarrard, Jr.       President/Director          51          

Ronald Uretta                 Vice President/Treasurer    41          

Martha L. Long                Controller                  38          

Daniel M. LeBey               Vice President/Secretary    32          

Robert D. Long, Jr.           Vice President              30          

Kelley M. Buechler            Assistant Secretary         40          

William H. Jarrard, Jr. has been President and Director of the Corporate General
Partner since August 1994.  He has acted as Senior Vice President of Insignia   
Properties Trust ("IPT"), parent of the Corporation since May 1997.  Mr. Jarrard
previously acted as Managing Director - Partnership Administration of Insignia  
from January 1991 through September 1997 and served as Managing Director -      
Partnership Administration and Asset Management from July 1994 until January    
1996.                                                                           

Ronald Uretta has been Vice President and Treasurer of the Corporate General    
Partner since January 1992.  Since August 1996, he has also served as Insignia's
Chief Operating Officer.  He has also served as Insignia's Secretary from       
January 1992 to June 1996 and as Insignia's Chief Financial Officer from January
1992 to August 1996.                                                            

Martha L. Long has been Controller of the Corporate General Partner since       
December 1996 and Senior Vice President - Finance and Controller of Insignia    
since January 1997.  In June 1994, Ms. Long joined Insignia as its Controller   
and was promoted to Senior Vice President - Finance in January 1997.  Prior to  
that time, she was Senior Vice President and Controller of the First Savings    
Bank in Greenville, South Carolina.                                             

Robert D. Long, Jr. has been Vice President of the Corporate General Partner    
since January 2, 1998.  Mr. Long joined Metropolitan Asset Enhancement, L.P.    
("MAE"), an affiliate of Insignia, in September 1993.  Since 1994 he has acted  
as Vice President and Chief Accounting Officer of the MAE subsidiaries.  Mr.    
Long was an accountant for Insignia until joining MAE in 1993.  Prior to joining
Insignia, Mr. Long was an auditor for the State of Tennessee and was associated 
with the accounting firm of Harsman Lewis and Associates.                       

Daniel M. LeBey has been Vice President and Secretary of the Corporate General  
Partner since January 29, 1998 and Insignia's Assistant Secretary since April   
30, 1997.  Since July 1996 he has also served as Insignia's Associate General   
Counsel.  From September 1992 until June 1996, Mr. LeBey was an attorney with   
the law firm of Alston & Bird LLP, Atlanta, Georgia.                            

Kelley M. Buechler has been Assistant Secretary of the Corporate General Partner
since June 1996 and Assistant Secretary of Insignia since January 1991.         

ITEM 10.  EXECUTIVE COMPENSATION                                                

Neither the Individual General Partner nor any of the directors and officers of 
the Corporate General Partner received any remuneration from the Registrant.    

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT        

Except as noted below, no person or entity was known by the Registrant to be the
beneficial owner of more than 5% of the Limited Partnership Units of the        
Registrant as of November 30, 1997.                                             

            Number
Entity                                   of Units           Percentage        

Insignia Properties, L.P.                 20,119              38.29%          

No director or officer of the Corporate General Partner owns any Units.  The    
Corporate General Partner owns 100 Units as required by the terms of the        
partnership agreement governing the Partnership.                                

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                        

The Individual General Partner and the Corporate General Partner received       
distributions of approximately $20,000 from operations as General Partner during
the fiscal year ended November 30, 1997.  For a description of the share of cash
distributions from operations, if any, to which the general partners are        
entitled, reference is made to the material contained in the Prospectus under   
the heading PROFITS AND LOSSES AND CASH DISTRIBUTIONS.                          

The Partnership has no employees and is dependent on the Corporate General      
Partner and its affiliates for the management and administration of all         
partnership activities. The Partnership Agreement provides for payments to      
affiliates for services and as reimbursement of certain expenses incurred by    
affiliates on behalf of the Partnership. The following transactions with        
Insignia Financial Group, Inc. and its affiliates were incurred in 1997 and 1996
(in thousands):                                                                 

                                               For the Years Ended
                                                November 30,
                                               1997         1996
Property management fees (included in                               
operating expenses)                            $670         $632
Reimbursement for services of affiliates,                           
including approximately $54,000 and                             
$8,000 of construction oversight                                
reimbursements in 1997 and 1996,                                
respectively (included in general and                           
administrative, operating expenses and                          
investment properties)                          286          238

For a more detailed description of the management fee that Insignia Management  
Group, L.P. is entitled to receive, see the material contained in the Prospectus
under the heading CONFLICTS OF INTEREST - Property Management Services.         

For the period of December 1, 1995 to August 31, 1997, the Partnership insured  
its properties under a master policy through an agency and insurer unaffiliated 
with the Corporate General Partner.  An affiliate of the Corporate General      
Partner acquired, in the acquisition of a business, certain financial           
obligations from an insurance agency which was later acquired by the agent who  
placed the master policy.  The agent assumed the financial obligations to the   
affiliate of the Corporate General Partner, who received payments on these      
obligations from the agent.  The amount of the Partnership's insurance premiums 
accruing to the benefit of the affiliate of the Corporate General Partner by    
virtue of the agent's obligations was not significant.                          

A director of Insignia Financial Group, Inc. is affiliated with a professional  
legal association that received fees in connection with the 1996 refinancing of 
Woodland Village, Lake Johnson Mews, and Millhopper Village (see Note B).  These
fees totaled $36,000 and have been capitalized as loan costs.                   

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K                                       

(a)  Exhibits:                                                                  

     Exhibit 27, Financial Data Schedule, is filed as an exhibit to this report.

(b)  Reports on Form 8-K filed in the fourth quarter of fiscal year 1997:       

None.                                                                 

SIGNATURES

    In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.                                                                     

                            SHELTER PROPERTIES V LIMITED PARTNERSHIP

                       By:    Shelter Realty V Corporation
                           Corporate General Partner

                     By:    /s/William H. Jarrard, Jr.
                         William H. Jarrard, Jr.
                    President/Director

            Date:  February 26, 1998

   In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on  
the date indicated.                                                             

/s/William H. Jarrard, Jr.                                                      
William H. Jarrard, Jr.                  Date:  February 26, 1998               
President/Director                                                              

/s/Ronald Uretta                                                                
Ronald Uretta                            Date:  February 26, 1998               
Vice President/Treasurer                                                        

 EXHIBIT INDEX

Exhibit                                                                         

3     See Exhibit 4(a)                                                          

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

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

(c) Promissory Note and Deed of Trust; Assignment of Leases, Rents &
   Profits; and Security Agreement between The Mutual Benefit Life
          Insurance Company and Shelter Properties V.  [Filed as Exhibit 4(c) to
    Form 10-K of Registrant filed February 26, 1988 and incorporated
herein by reference].                                       

     (d)  Registrant agrees to furnish to the Securities and Exchange Commission
        upon request a copy of any instrument with respect to long term debt
    which does not exceed 10% of the total assets of the Registrant.

10(i) Contracts related to acquisition of properties:                           

    (a)  Purchase Agreement dated May 23, 1983, between CFC 1978 Partnership C
and U.S. Shelter Corporation to acquire Foxfire Apartments.*

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

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

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

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

(e)  Purchase Agreement dated June 17, 1983 between The Lexington     
    Apartments and U.S. Shelter Corporation to acquire The Lexington
   Apartments. [Filed as Exhibit 12(E) to Post-Effective Amendment
   No. 1 of Registration Statement No. 2-81308 of Registrant filed
June 27, 1983 and incorporated herein by reference].        

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

    (g) Purchase Agreement dated November 21, 1983 between Southwest Realty,
       Ltd. and U.S. Shelter Corporation to acquire Greenspoint Apartments
       [Filed as Exhibit 10(A) to Form 8-K of Registrant dated December 8,
1983 and incorporated herein by reference].                 

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

     (i)  Promissory Note dated December 10, 1991 and Deed of Trust and Security
      Agreement dated December 18, 1991 for the refinancing of Old Salem
        Apartments.  [Filed as Exhibit 3(d) to Form 10-K of Registrant filed
February 28, 1992 and incorporated herein by reference].    

(ii) Form of Management Agreement with U.S. Shelter Corporation subsequently    
assigned to Shelter Management Group, L.P. (now known as Insignia     
Management Group, L.P.) [Filed as Exhibit 10 (ii) to Form 10-K of     
   Registrant filed February 26, 1988 and incorporated herein by reference].

(iii) Contracts related to refinancing of debt:                                 

  (a)  First Deeds of Trust and Security Agreements dated October 28, 1992
          between New Shelter Properties V Limited Partnership and Joseph Philip
       Forte (Trustee) and First Commonwealth Realty Credit Corporation, a
       Virginia Corporation, securing the following properties:  Tar River
and The Lexington. **                                       

   (b)  Second Deeds of Trust and Security Agreements dated October 28, 1992
    between New Shelter Properties V  Limited Partnership and Joseph
Philip Forte (Trustee) and First Commonwealth Realty Credit 
Corporation, A Virginia Corporation, securing the following 
properties: Tar River and The Lexington. **                 

   (c)  First Assignments of Leases and Rents dated October 28, 1992 between
        New Shelter Properties V Limited Partnership and Joseph Philip Forte
          (Trustee) and First Commonwealth Realty Credit Corporation, a Virginia
      Corporation, securing the following properties:  Tar River and The
Lexington. **                                               

    (d)  Second Assignments of Leases and Rents dated October 28, 1992 between
         New Shelter Properties V Limited Partnership and Joseph Philip  Forte
  (Trustee)  and First Commonwealth Realty Credit Corporation, a
          Virginia Corporation, securing the following properties: Tar River and
The Lexington. **                                           

    (e)  First Deeds of Trust Notes dated October 28, 1992 between New Shelter
         Properties V Limited Partnership and First Commonwealth Realty Credit
         Corporation, relating to the following properties:  Tar River and The
Lexington. **                                               

     (f)  Second Deeds of Trust Notes dated October 28, 1992 between New Shelter
         Properties V Limited Partnership and First Commonwealth Realty Credit
         Corporation, relating to the following properties:  Tar River and The
Lexington.**                                                

**Filed as Exhibits 10 (iii) a through f,         
respectively, to Form 10-KSB - Annual or          
Transitional Report filed February 26, 1993 and   
incorporated herein by reference.                 

   (g)  Modification to Security Instruments dated January 31, 1994, between
        Foxfire V Limited Partnership and John Hancock Mutual Life Insurance
Company, relating to Foxfire Apartments.***                 

     (h)  Deposit and Security Agreement dated January 31, 1994, between Foxfire
     V Limited Partnership and John Hancock Real Estate Finance, Inc.,
relating to Foxfire Apartments.***                          

 ***Filed as Exhibits 10(iii) g and h, respectively,
 to Form 10KSB - Annual or Transitional Report filed
February 28, 1994 and incorporated herein by      
reference.                                        

      (i) Multifamily Note secured by a Mortgage or Deed of Trust dated November
        1, 1996, between Shelter Properties V Limited Partnership and Lehman
       Brothers Holdings, Inc., d/b/a Lehman Capital, a Division of Lehman
    Brothers Holdings Inc., relating to Woodland Village Apartments.

      (j) Multifamily Note secured by a Mortgage or Deed of Trust dated November
        1, 1996, between Shelter Properties V Limited Partnership and Lehman
       Brothers Holdings, Inc., d/b/a Lehman Capital, a Division of Lehman
     Brothers Holdings Inc., relating to Lake Johnson Mews Apartments.

      (k) Multifamily Note secured by a Mortgage or Deed of Trust dated November
        1, 1996, between Shelter Properties V Limited Partnership and Lehman
       Brothers Holdings, Inc., d/b/a Lehman Capital, a Division of Lehman
      Brothers Holdings Inc., relating to Millhopper Village Apartments.

22    Subsidiaries of the Registrant.                                           

27    Financial Data Schedule.                                                  

99    (a) Prospectus of Registrant dated May 27, 1983 (included in Registration 
   Statement No. 2-81308, of Registrant and incorporated herein by
reference).                                                 

(b)  Agreement of Limited Partnership for New Shelter V, Limited      
      Partnership between Shelter V GP Limited Partnership and Shelter V
    Limited Partnership entered into on October 21, 1992.  (Filed as
       Exhibit 28 (b) to Form 10-KSB - Annual or Transitional Report filed
February 26, 1993 and incorporated herein by reference.)    

(c)  Agreement of Limited Partnership for Foxfire Apartments V Limited
    Partnership between Shelter V GP Limited Partnership and Shelter
        Properties V Limited Partnership entered into on September 13, 1992.
    (Filed as Exhibit 28 (c) to Form 10-KSB - Annual or Transitional
         Report filed February 26, 1993 and incorporated herein by reference.)

Dates Referenced Herein   and   Documents Incorporated By Reference

This 10KSB Filing		Date		Other Filings
		2/28/92
		9/13/92
		10/21/92
		10/28/92
		2/26/93
		1/31/94
		2/28/94
		12/1/95
		11/1/96
		11/13/96
		11/30/96		10KSB
		12/30/96
		4/30/97
		8/31/97		10QSB
For The Period Ended		11/30/97
		12/2/97
		12/29/97
		12/30/97
		1/2/98
		1/29/98
Filed On / Filed As Of		2/26/98
		12/31/98
		2/1/99
		11/15/2
		11/1/3
		12/31/23
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