SC TO-T/A

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                          SCHEDULE TO (AMENDMENT NO. 1)

        TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                    Shelter Properties V Limited Partnership
- --------------------------------------------------------------------------------
                        (Name of Subject Company (Issuer)

                             AIMCO Properties, L.P.
- --------------------------------------------------------------------------------
                       (Names of Filing Persons - Offeror)

                            Limited Partnership Units
- --------------------------------------------------------------------------------
                           (Title of Class Securities)

                                      None
- --------------------------------------------------------------------------------
                       (CUSIP Number of Class Securities)

                                 Patrick J. Foye
                   Apartment Investment and Management Company
                           Colorado Center, Tower Two
                   2000 South Colorado Boulevard, Suite 2-1000
                             Denver, Colorado 80222
                                 (303) 757-8101
- --------------------------------------------------------------------------------
            Name, address, and telephone numbers of person authorized
       to receive notices and communications on behalf of filing persons)

                                    Copy to:

                                 Joseph A. Coco
                    Skadden, Arps, Slate, Meagher & Flom LLP
                                Four Times Square
                            New York, New York 10036
                                 (212) 735-3000

                                       and

                              Jonathan L. Friedman
                    Skadden, Arps, Slate, Meagher & Flom LLP
                             300 South Grand Avenue
                          Los Angeles, California 90071
                                 (213) 687-5000

                            Calculation of Filing Fee



Transaction valuation*                                      Amount of filing fee
- ----------------------                                      --------------------
                                                         

$3,546,460.16                                               $286.91






*        For purposes of calculating the fee only. This amount assumes the
         purchase of 15,058 units of limited partnership interest of the subject
         partnership for $235.52 per unit. The amount of the filing fee,
         calculated in accordance with Section 14(g)(1)(B)(3) and Rule 0-11(d)
         under the Securities Exchange Act of 1934, as amended, equals $80.90
         per million of the aggregate amount of cash offered by the bidder.

[X]      Check the box if any part of the fee is offset as provided by Rule
         0-11(a)(2) and identify the filing with which the offsetting fee was
         previously paid. Identify the previous filing by registration statement
         number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:   $286.91           Filing Party: AIMCO Properties, L.P.

Form or Registration No.: Schedule TO       Date Filed:   November 13, 2003


[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[X] third-party tender offer subject to Rule 14d-1

[ ] issuer tender offer subject to Rule 13e-4

[X] going-private transaction subject to Rule 13e-3

[ ] amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]




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                         AMENDMENT NO. 1 TO SCHEDULE TO


         This Amendment No. 1 amends and supplements the Tender Offer Statement
and Rule 13e-3 Transaction Statement on Schedule TO (the "Schedule TO") relating
to the offer by AIMCO Properties, L.P., a Delaware limited partnership, to
purchase units of limited partnership interest ("Units") of Shelter Properties V
Limited Partnership, a South Carolina limited partnership (the "Partnership"),
at a price of $235.52 per unit in cash, subject to the conditions set forth in
the Litigation Settlement Offer dated November 13, 2003, and in the related
Letter of Transmittal (which, together with any supplements or amendments,
collectively constitute the "Offer"). Copies of the Litigation Settlement Offer
and the Letter of Transmittal were filed with the Schedule TO as Exhibits (a)(1)
and (a)(2), respectively. The item numbers and responses thereto below are in
accordance with the requirements of Schedule TO.

ITEM 12. EXHIBITS.

Item 12 of the Schedule TO is amended and supplemented as follows:

(a)(5) Supplement to Litigation Settlement Offer dated December 5, 2003.





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                                    SIGNATURE

         After due inquiry and to the best of its knowledge and belief, the
undersigned hereby certify that the information set forth in this statement is
true, complete and correct.


Date: December 5, 2003

                                             AIMCO PROPERTIES, L.P.

                                             By: AIMCO-GP, INC.
                                                 Its General Partner


                                             By: /s/ Patrick J. Foye
                                                 -------------------------------
                                                 Patrick J. Foye
                                                 Executive Vice President





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                                  EXHIBIT INDEX




Exhibit No.       Description
- -----------       -----------

               
(a)(5)            Supplement to Litigation Settlement Offer dated December 5, 2003.



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EX-99.(A)(5)

                                  SUPPLEMENT TO
                           LITIGATION SETTLEMENT OFFER
                                      AIMCO
                             AIMCO PROPERTIES, L.P.
        is offering to purchase any and all limited partnership units in

                    SHELTER PROPERTIES V LIMITED PARTNERSHIP
                          FOR $235.52 PER UNIT IN CASH

                       OFFER EXTENDED TO DECEMBER 19, 2003

         On November 13, 2003, we commenced a litigation settlement offer to
acquire all of the outstanding units of your partnership as part of a
court-approved settlement of class and derivative litigation brought on behalf
of limited partners in your partnership and others. The expiration date of our
offer as set forth in the Litigation Settlement Offer dated November 13, 2003
(the "Litigation Settlement Offer") was December 12, 2003. We have extended our
offer, and our offer and your withdrawal rights will now expire at midnight, New
York City time, on December 19, 2003 (unless we further extend the deadline).

         Our offer is made upon the terms and subject to the conditions set
forth in the Litigation Settlement Offer, this Supplement and the accompanying
Letter of Transmittal (which, together with any supplements or amendments,
collectively constitute the "Offer"). Upon the terms and subject to the
conditions set forth in the Offer, we will accept any and all units validly
tendered in response to our Offer.

         You may withdraw your tender of units pursuant to the Offer at any time
prior to December 19, 2003, including any extensions.

         You will not pay any partnership transfer fees if you tender your units
pursuant to the Offer. You will pay any other fees or costs, including any
transfer taxes.

         Our offer price will be reduced for any distributions subsequently made
or declared by your partnership prior to the expiration of our Offer.

         If you have already tendered your units in accordance with the original
letter of transmittal that was mailed with the Litigation Settlement Offer, you
need not take any further action to continue to tender your units.

         SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THE LITIGATION SETTLEMENT
OFFER FOR A DESCRIPTION OF RISK FACTORS THAT YOU SHOULD CONSIDER IN CONNECTION
WITH OUR OFFER.

         If you decide to accept our Offer, you must complete and sign the
enclosed Letter of Transmittal in accordance with the instructions thereto and
mail or deliver the signed Letter of Transmittal and any other required
documents to The Altman Group, Inc., which is acting as Information Agent in
connection with our Offer, at one of its addresses set forth below. QUESTIONS
AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE LITIGATION
SETTLEMENT OFFER, THE LETTER OF TRANSMITTAL OR FOR A COMPLETE COPY OF THE
APPRAISAL OF ANY OF YOUR PARTNERSHIP'S PROPERTY MAY ALSO BE DIRECTED TO THE
INFORMATION AGENT AT (800) 467-0821.

                                December 5, 2003





         Neither the court nor counsel for the parties in the class and
derivative litigation make any recommendation regarding whether you should
accept the Offer. You are encouraged to carefully review the Litigation
Settlement Offer and the executive summary of the independent appraiser's report
attached as Annex II thereto, this Supplement, the accompanying Letter of
Transmittal, and any other information available to you and to seek the advice
of your independent lawyer, tax advisor and/or financial advisor before deciding
whether or not to accept the Offer.

         THE OFFER WAS OFFERED TO ALL CURRENT UNITHOLDERS WHETHER OR NOT THEY
REQUESTED EXCLUSION FROM THE SETTLEMENT CLASS. IF YOU REQUESTED EXCLUSION FROM
THE SETTLEMENT CLASS BUT TENDER YOUR UNITS, BY SIGNING THE ENCLOSED LETTER OF
TRANSMITTAL, YOU WILL RELEASE US FROM CLAIMS THAT YOU WOULD OTHERWISE HAVE
PRESERVED BY REQUESTING EXCLUSION. IF YOU DID NOT REQUEST EXCLUSION, YOU WILL
RELEASE ANY KNOWN OR UNKNOWN CLAIMS ARISING OUT OF THE CLASS AND DERIVATIVE
LITIGATION IF THE JUDGMENT APPROVING THE SETTLEMENT IS AFFIRMED ON APPEAL. BY
EXECUTING THE ENCLOSED LETTER OF TRANSMITTAL, MOREOVER, YOU WILL RELEASE THOSE
CLAIMS EVEN IF THE JUDGMENT IS REVERSED OR OTHERWISE VACATED ON APPEAL.


                     THE INFORMATION AGENT FOR THE OFFER IS:

                             THE ALTMAN GROUP, INC.

   By Mail:                By Overnight Courier:               By Hand:

  P.O. Box 238           1275 Valley Brook Avenue      1275 Valley Brook Avenue
Lyndhurst, NJ 07071         Lyndhurst, NJ 07071           Lyndhurst, NJ 07071

                      For information, please call:

                         TOLL FREE: (800) 467-0821


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