SC 14D9/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14D-9

(RULE 14d-101)

SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

SHELTER PROPERTIES V LIMITED PARTNERSHIP

(Name of Subject Company)

SHELTER PROPERTIES V LIMITED PARTNERSHIP

(Name of Person(s) Filing Statement)

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

None (CUSIP Number of Class of Securities)

Martha L. Long
Senior Vice President
Apartment Investment and Management Company
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
(864) 239-1000 (Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)

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

SCHEDULE 14D-9

     Shelter Properties V Limited Partnership hereby amends and supplements its Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the Securities and Exchange Commission (the “SEC”) on June 8, 2007 with respect to a tender offer by MPF-NY 2007, LLC, MPF Badger Acquisition Co., LLC, MacKenzie Patterson Special Fund 6, LLC, MPF DeWaay Premier Fund 3, LLC and MacKenzie Patterson Fuller, LP (collectively, the “Offerors”) to purchase up to 10,508 units of limited partnership interest (“Units”) of Shelter Properties V Limited Partnership, at a price of $55.00 per Unit in cash, less the amount of any distributions declared or made with respect to the Units between May 25, 2007 and July 6, 2007, or such other date to which the offer may be extended by the Offerors. The initial offer to purchase Units was made pursuant to an Offer to Purchase of the Offerors, dated as of May 25, 2007, and a related Letter of Transmittal, copies of which were filed with the SEC on May 25, 2007. The first amended offer to purchase Units, whereby the Offerors increased their offer price to $70.00 per Unit in cash, less the amount of any distributions declared or made with respect to the Units between May 25, 2007 and July 6, 2007, or such other date to which the offer may be extended by the Offerors, was made pursuant to an Offer to Purchase of the Offerors, dated June 11, 2007 and a related Letter of Transmittal, copies of which where filed with the SEC on June 11, 2007. The second amended offer to purchase Units, whereby the Offerors clarified that the number of Units they are offering to purchase remains 10,508 Units, was made pursuant to an Offer to Purchase of the Offerors, dated June 14, 2007, and a related Letter of Transmittal, copies of which were filed with the SEC on June 14, 2007.

ITEM 4. THE SOLICITATION OR RECOMMENDATION.

     The information set forth in the Letter to the Unit holders, dated as of June 22, 2007, a copy of which is attached hereto as Exhibit (a)(2)(b), is incorporated herein by reference.

ITEM 8. ADDITIONAL INFORMATION.

     The information set forth in the Letter to the Unit holders, dated as of June 22, 2007, a copy of which is attached hereto as Exhibit (a)(2)(b), is incorporated herein by reference.

ITEM 9. EXHIBITS.

(a)(2)(b) Letter to Unit Holders of the Partnership, dated June 22, 2007.

2

SIGNATURE

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

Dated: June 22, 2007

Shelter Properties V Limited Partnership
By:	SHELTER REALTY V CORPORATION (Corporate General Partner)
By:	/s/ Martha L. Long
	Martha L. Long
	Senior Vice President

EX-99.(A)(2)(B)

SHELTER PROPERTIES V LIMITED PARTNERSHIP
c/o Shelter Realty V Corporation
55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602

June 22, 2007

Dear Limited Partner:

     We previously sent you a letter dated June 8, 2007 regarding an unsolicited tender offer to buy units of limited partnership interest (the “Units”) in Shelter Properties V Limited Partnership (the “Partnership”) initiated by MPF-NY 2007, LLC, MPF Badger Acquisition Co., LLC, MacKenzie Patterson Special Fund 6, LLC, MPF DeWaay Premier Fund 3, LLC and MacKenzie Patterson Fuller, LP (collectively, the “MacKenzie Group”). The MacKenzie Group has amended its Offer to Purchase and related Letter of Transmittal on June 11, 2007 and June 14, 2007 by raising its tender offer price of $55.00 per Unit to $70.00 per Unit, reduced by the amount of any distributions declared or made between April 18, 2007 and July 6, 2007, which may be further extended.

     The Partnership, through the General Partner, is required by the rules of the Securities and Exchange Commission to make a recommendation whether you should accept or reject this offer or to state that the Partnership is remaining neutral with respect to this offer. The General Partner does not express any opinion, and is remaining neutral, with respect to this offer due to a conflict of interest. AIMCO Properties, L.P., an affiliate of the general partner, was conducting a tender offer for the Units, which closed on June 15, 2007. Therefore, the general partner is remaining neutral and does not express any opinion with respect to the MacKenzie Group offer.

     However, we call your attention to the following consideration:

• In our initial letter we provided secondary sales information as reported by the American Partnership Board through April 30, 2007. The time period of this report has been updated through May 31, 2007, but the high and low sale prices remain unchanged.

     The General Partner urges each investor to carefully consider the foregoing information before tendering his or her Units to the MacKenzie Group.

     Each limited partner should make its own decision as to whether or not it should tender or refrain from tendering its Units in an offer in light of its unique circumstances, including (i) its investment objectives, (ii) its financial circumstances including the tolerance for risk and need for liquidity, (iii) its views as to the Partnership’s prospects and outlook, (iv) its own analysis and review of all publicly available information about the Partnership, (v) other financial opportunities available to it, (vi) its own tax position and tax consequences, and (vii) other factors that the limited partner may deem relevant to its decision. Under any circumstances, limited partners should be aware that a sale of their Units in the Partnership will have tax consequences that could be adverse.

     Please consult with your tax advisor about the impact of a sale on your own particular situation and the effect of any negative capital accounts.

     If you would like to discuss this matter in greater detail, please contact our Investor Relations Department at ISTC Corporation at (864) 239-1029 or at PO Box 2347, Greenville, SC 29602.

Sincerely,

Shelter Realty V Corporation
General Partner