FORM 10-QSB---QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF
                        THE SECURITIES EXCHANGE ACT OF 1934
                        Quarterly or Transitional Report



                      U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)

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

                   For the quarterly period ended March 31, 2002


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


                For the transition period from _________to _________

                         Commission file number 0-16877


                       FOX  STRATEGIC  HOUSING  INCOME  PARTNERS
        (Exact name of small business issuer as specified in its charter)



         California                                         94-3016373
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                          55 Beattie Place, PO Box 1089
                        Greenville, South Carolina 29602
                      (Address of principal executive offices)

                                 (864) 239-1000
                           (Issuer's telephone number)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act  during the  preceding  12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days. Yes X No___

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

a)
                      FOX STRATEGIC HOUSING INCOME PARTNERS

                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)
                          (in thousands, except unit data)


                                 March 31, 2002

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $  295
   Receivables and deposits                                                      84
   Other assets                                                                 239
   Investment properties:
       Land                                                  $  3,119
       Buildings and related personal property                 19,357
                                                               22,476
       Less accumulated depreciation                           (9,357)       13,119
                                                                           $ 13,737
Liabilities and Partners' (Deficit) Capital
Liabilities
   Accounts payable                                                        $     57
   Tenant security deposit liabilities                                           41
   Accrued property taxes                                                       187
   Due to general partner                                                       252
   Other liabilities                                                            109
   Mortgage notes payable                                                    10,053

Partners' (Deficit) Capital
   General partner                                             $ (300)
   Limited partners (26,111 units issued and
      outstanding)                                              3,338         3,038
                                                                           $ 13,737

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>




b)

                      FOX STRATEGIC HOUSING INCOME PARTNERS

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





                                                           Three Months Ended
                                                                March 31,
                                                            2002        2001
Revenues:
   Rental income                                          $   747    $   746
   Other income                                                46         43
      Total revenues                                          793        789
Expenses:
   Operating                                                  243        229
   General and administrative                                  70        106
   Depreciation                                               191        185
   Interest                                                   174        176
   Property taxes                                              76         69
      Total expenses                                          754        765

Net income                                                $    39    $    24

Net income allocated to general partner                   $     8    $     5
Net income allocated to limited partners                       31         19
                                                          $    39    $    24

Net income per limited partnership unit                   $  1.19    $  0.73

Distributions per limited partnership unit                $    --    $ 19.34


            See Accompanying Notes to Consolidated Financial Statements

<PAGE>


c)

                      FOX STRATEGIC HOUSING INCOME PARTNERS

          CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
                                   (Unaudited)
                          (in thousands, except unit data)

<TABLE>
<CAPTION>


                                     Limited
                                   Partnership   General      Limited
                                      Units      Partner     Partners       Total

<S>                                   <C>          <C>        <C>          <C>
Original capital contributions        26,111       $ --       $26,111      $26,111

Partners' (deficit) capital at
   December 31, 2001                  26,111      $ (308)     $ 3,307      $ 2,999

Net income for the three months
   ended March 31, 2002                   --           8           31           39

Partners' (deficit) capital
   at March 31, 2002                  26,111     $  (300)     $ 3,338      $ 3,038



            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>



d)
                      FOX STRATEGIC HOUSING INCOME PARTNERS

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                   (in thousands)

<TABLE>
<CAPTION>

                                                                 Three Months Ended
                                                                       March 31,
                                                                  2002        2001
Cash flows from operating activities:
<S>                                                             <C>          <C>
  Net income                                                    $    39      $    24
  Adjustments to reconcile net income to net cash
   provided by operating activities:
   Depreciation                                                     191          185
   Amortization of loan costs                                         7            7
   Change in accounts:
      Receivables and deposits                                      (35)         (19)
      Other assets                                                  (43)         (22)
      Accounts payable                                              (43)         (12)
      Tenant security deposit liabilities                            (2)          (1)
      Accrued property taxes                                         (8)         (14)
      Due to general partner                                         --           26
      Other liabilities                                             (52)           2

          Net cash provided by operating activities                  54          176

Cash flows from investing activities:
  Net withdrawals from restricted escrows                            --           50
  Property improvements and replacements                            (48)         (82)

          Net cash used in investing activities                     (48)         (32)

Cash flows from financing activities:
  Distributions to partners                                          --         (513)
  Payments on mortgage notes payable                                (35)         (33)

          Net cash used in financing activities                     (35)        (546)

Net decrease in cash and cash equivalents                           (29)        (402)

Cash and cash equivalents at beginning of period                    324          712

Cash and cash equivalents at end of period                      $   295      $   310

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $   223      $   170

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>






e)
                      FOX STRATEGIC HOUSING INCOME PARTNERS

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note A - Basis of Presentation

The accompanying  unaudited  consolidated  financial statements of Fox Strategic
Housing Income Partners (the  "Partnership" or "Registrant")  have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information and with the  instructions to Form 10-QSB and Item 310(b)
of Regulation S-B.  Accordingly,  they do not include all of the information and
footnotes  required by generally  accepted  accounting  principles  for complete
financial   statements.   The  Partnership's  General  Partner  is  Fox  Capital
Management Corporation ("FCMC" or the Managing General Partner), an affiliate of
Apartment  Investment and Management Company  ("AIMCO"),  a publicly traded real
estate investment  trust. In the opinion of FCMC all adjustments  (consisting of
normal recurring  accruals)  considered  necessary for a fair  presentation have
been included. Operating results for the three month period ended March 31, 2002
are not  necessarily  indicative  of the results  that may be  expected  for the
fiscal year ending  December 31,  2002.  For further  information,  refer to the
consolidated   financial  statements  and  footnotes  thereto  included  in  the
Partnership's  Annual  Report on Form 10-KSB for the fiscal year ended  December
31, 2001.

Note B - Transactions with Affiliated Parties

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
partnership activities.  The Partnership Agreement provides for certain payments
to affiliates for services and as reimbursement of certain expenses  incurred by
affiliates on behalf of the Partnership.

Affiliates of the Managing  General  Partner are entitled to receive 5% of gross
receipts from both of the Partnership's properties as compensation for providing
property   management   services.   The  Partnership  paid  to  such  affiliates
approximately  $43,000 and $42,000 for the three months ended March 31, 2002 and
2001, respectively, which is included in operating expenses.

An  affiliate  of  the  Managing  General  Partner  received  reimbursements  of
accountable  administrative  expenses  amounting  to  approximately  $45,000 and
$43,000 for the three months ended March 31, 2002 and 2001, respectively,  which
is included in general and administrative expenses.

In addition,  the general partner earned $39,000 in Partnership  Management fees
on distributions  from operations  during the three months ended March 31, 2001,
of which $27,000 is subordinated to the Limited  Partner's  annual receipt of 8%
of Adjusted  Investment Capital as defined in the Partnership  Agreement.  There
were no Partnership  Management  fees earned during the three months ended March
31,  2002.  The  Partnership   Management  fees  are  included  in  general  and
administrative  expenses.  Such cumulative subordinated fees owed to the general
partner at March 31, 2002 amounted to approximately  $252,000 and is included in
due to general partner.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated  with the Managing General  Partner.  During the three months ended
March 31, 2002 and 2001, the Partnership was charged by AIMCO and its affiliates
approximately $31,000 and $18,000, respectively, for insurance coverage and fees
associated with policy claims administration.


<PAGE>




Note C - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged  into AIMCO.  The  plaintiffs  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Managing General Partner filed a motion seeking  dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants oppose the motion. On April 29, 2002, the Court heard argument on the
motion and ordered  further  briefing  after which time the matter will be taken
under submission. The Court has set the matter for trial in January 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing  General  Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the complaint.

The Managing  General Partner does not anticipate that any costs,  whether legal
or  settlement  costs,  associated  with  these  cases will be  material  to the
Partnership's overall operations.

The  Partnership is unaware of any other pending or outstanding  litigation that
is not of a routine nature arising in the ordinary course of business.



<PAGE>




ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The  matters  discussed  in this Form  10-QSB  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions,   competitive  and  regulatory   matters,   etc.)  detailed  in  the
disclosures  contained  in this  Form  10-QSB  and the  other  filings  with the
Securities and Exchange  Commission made by the  Partnership  from time to time.
The  discussion  of  the  Partnership's  business  and  results  of  operations,
including  forward-looking  statements pertaining to such matters, does not take
into  account  the  effects of any  changes to the  Partnership's  business  and
results of operation.  Accordingly,  actual results could differ materially from
those  projected in the  forward-looking  statements  as a result of a number of
factors, including those identified herein.

The Partnership's  investment properties consist of two apartment complexes. The
following table sets forth the average occupancy of the properties for the three
months ended March 31, 2002 and 2001:

                                                   Average Occupancy
      Property                                      2002       2001

      Barrington Place Apartments                   98%        93%
         Westlake, Ohio
      Wood View Apartments                          89%        91%
         Atlanta, Georgia

The Managing General Partner  attributes the increase in occupancy at Barrington
Place Apartments to increased concessions and improved resident relations.

Results of Operations

The  Partnership's net income for the three months ended March 31, 2002 and 2001
was approximately $39,000 and $24,000,  respectively. The increase in net income
is  attributable  to a decrease in total expenses and a slight increase in total
revenues.  The decrease in total expenses is the result of a decrease in general
and administrative  expenses partially offset by an increase in depreciation and
operating  expenses  at Wood  View  Apartments.  The  decrease  in  general  and
administrative expenses is primarily due to a decrease in Partnership management
fees paid with distributions from operations.  Depreciation expense increased at
Wood View Apartments due to capital improvements completed and placed in service
during the last twelve  months.  Operating  expense  increased  primarily due to
increases in salaries and related benefits at Wood View Apartments.

The increase in total  revenues is  attributable  to a slight  increase in other
income.  The increase in other income is primarily  due to an increase in tenant
reimbursements at both properties, primarily utility reimbursements.

Included in general and administrative  expense for the three months ended March
31, 2002 and 2001 are management  reimbursements to the Managing General Partner
allowed under the Partnership Agreement. In addition,  costs associated with the
quarterly and annual  communications  with investors and regulatory agencies and
the annual audit required by the Partnership Agreement are also included.

As part of the ongoing  business plan of the  Partnership,  the Managing 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 Managing 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 Managing General Partner will be able to sustain such a plan.

Liquidity and Capital Resources

At  March  31,  2002,  the  Partnership   had  cash  and  cash   equivalents  of
approximately $295,000 compared to approximately $310,000 at March 31, 2001. The
decrease in cash and cash  equivalents of  approximately  $29,000 since December
31, 2001, is due to approximately  $48,000 and $35,000 of cash used in investing
and  financing  activities,  respectively,  partially  offset  by  approximately
$54,000  of cash  provided  by  operating  activities.  Cash  used in  investing
activities  consisted of property  improvements and  replacements.  Cash used in
financing  activities  consisted of  principal  payments  made on the  mortgages
encumbering the Partnership's  properties.  The Partnership  invests its working
capital reserves in interest bearing accounts.

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 and to comply with Federal,
state, and local legal and regulatory requirements. Capital improvements planned
for each of the Partnership's properties are detailed below.

Barrington Place Apartments

During  the  three  months  ended  March 31,  2002,  the  Partnership  completed
approximately  $20,000 of capital  improvements at Barrington  Place  Apartments
consisting   primarily  of  floor  covering   replacements  and  other  building
improvements.  These  improvements were funded from operating cash flow. Capital
improvements budgeted for 2002 are expected to cost approximately $58,000, which
include floor covering and appliance replacements, air conditioning upgrades and
other building improvements.  Additional improvements may be considered and will
depend on the physical condition of the property as well as the anticipated cash
flow generated by the property.

Wood View Apartments

During  the  three  months  ended  March 31,  2002,  the  Partnership  completed
approximately $28,000 of capital improvements at Wood View Apartments consisting
primarily  of  plumbing   enhancements,   floor   covering   replacements,   air
conditioning upgrades and other building  improvements.  These improvements were
funded from  operating  cash flow.  Capital  improvements  budgeted for 2002 are
expected  to  cost   approximately   $63,000  which   include   floor   covering
replacements.  Additional  improvements may be considered and will depend on the
physical  condition  of the  property  as  well  as the  anticipated  cash  flow
generated by the property.

The additional  capital  expenditures will be incurred only if cash is available
from operations or from Partnership  reserves.  To the extent that such budgeted
capital improvements are completed,  the Partnership's  distributable cash flow,
if any, may be adversely affected at least in the short term.

The Partnership's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Partnership.  The mortgage
indebtedness  of  approximately  $10,053,000  is amortized  over 360 months with
balloon payments of approximately $8,952,000 due on August 1, 2008. The Managing
General  Partner  will attempt to refinance  such  indebtedness  and/or sell the
properties  prior to such maturity date. If the properties  cannot be refinanced
and/or  sold for a  sufficient  amount,  the  Partnership  will risk losing such
properties through foreclosure.

<PAGE>



The Partnership  distributed the following amounts during the three months ended
March 31, 2002 and 2001 (in thousands except per unit data):

<TABLE>
<CAPTION>

                     Three Months     Per Limited      Three Months     Per Limited
                        Ended         Partnership         Ended         Partnership
                    March 31, 2002        Unit        March 31, 2001        Unit

<S>                    <C>              <C>              <C>               <C>
Operations             $  --            $   --           $  513            $19.34
</TABLE>

Future cash  distributions  will depend on the levels of net cash generated from
operations,   the  availability  of  cash  reserves,  and  the  timing  of  debt
maturities, refinancings and/or property sales. The Partnership's cash available
for  distribution  is reviewed on a monthly  basis.  There can be no  assurance,
however,  that the Partnership  will generate  sufficient  funds from operations
after  required  capital  expenditures  to permit further  distributions  to its
partners during 2002 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership, AIMCO and its affiliates owned 9,987 limited partnership units (the
"Units") in the Partnership representing approximately 38.25% of the outstanding
Units at March 31,  2002.  A number of these  Units were  acquired  pursuant  to
tender offers made by AIMCO or its affiliates.  It is possible that AIMCO or its
affiliates will make one or more additional offers to acquire additional limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating partnership of AIMCO. Under the Partnership Agreement, unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters which include voting on certain amendments to the Partnership
Agreement  and voting to remove the  Managing  General  Partner.  When voting on
matters,  AIMCO would in all  likelihood  vote the Units it acquired in a manner
favorable  to the  interest  of the  Managing  General  Partner  because  of its
affiliation with the Managing General Partner.


<PAGE>



                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the  Partnership,  its Managing  General Partner and
several of their  affiliated  partnerships  and corporate  entities.  The action
purports  to  assert  claims  on  behalf  of a class  of  limited  partners  and
derivatively  on behalf  of a number  of  limited  partnerships  (including  the
Partnership)  which are named as nominal  defendants,  challenging,  among other
things,  the  acquisition  of  interests  in certain  Managing  General  Partner
entities by Insignia Financial Group, Inc. ("Insignia") and entities which were,
at one  time,  affiliates  of  Insignia;  past  tender  offers  by the  Insignia
affiliates to acquire limited partnership units;  management of the partnerships
by the  Insignia  affiliates;  and the series of  transactions  which  closed on
October 1, 1998 and February 26, 1999 whereby  Insignia and Insignia  Properties
Trust,  respectively,  were merged  into AIMCO.  The  plaintiffs  seek  monetary
damages and equitable relief, including judicial dissolution of the Partnership.
On June 25, 1998, the Managing General Partner filed a motion seeking  dismissal
of the action.  In lieu of responding  to the motion,  the  plaintiffs  filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December 14, 1999, the Managing  General  Partner and its affiliates  terminated
the  proposed  settlement.  In  February  2000,  counsel  for some of the  named
plaintiffs filed a motion to disqualify plaintiff's lead and liaison counsel who
negotiated  the  settlement.  On June  27,  2000,  the  Court  entered  an order
disqualifying  them  from the case and an  appeal  was  taken  from the order on
October 5, 2000. On December 4, 2000, the Court  appointed the law firm of Lieff
Cabraser  Heimann & Bernstein  LLP as new lead  counsel for  plaintiffs  and the
putative class.  Plaintiffs filed a third amended complaint on January 19, 2001.
On March 2, 2001,  the  Managing  General  Partner  and its  affiliates  filed a
demurrer to the third amended  complaint.  On May 14, 2001,  the Court heard the
demurrer to the third amended  complaint.  On July 10, 2001, the Court issued an
order  sustaining  defendants'  demurrer on certain  grounds.  On July 20, 2001,
Plaintiffs filed a motion for reconsideration of the Court's July 10, 2001 order
granting in part and denying in part defendants' demurrer. On September 7, 2001,
Plaintiffs  filed a fourth amended class and  derivative  action  complaint.  On
September 12, 2001, the Court denied Plaintiffs' motion for reconsideration.  On
October 5, 2001, the Managing General Partner and affiliated  defendants filed a
demurrer to the fourth amended complaint,  which was heard on December 11, 2001.
On February 2, 2002,  the Court served its order  granting in part the demurrer.
The  Court has  dismissed  without  leave to amend  certain  of the  plaintiffs'
claims.  On February 11, 2002,  plaintiffs  filed a motion  seeking to certify a
putative  class  comprised of all  non-affiliated  persons who own or have owned
units  in  the  partnerships.   The  Managing  General  Partner  and  affiliated
defendants oppose the motion. On April 29, 2002, the Court heard argument on the
motion and ordered  further  briefing  after which time the matter will be taken
under submission. The Court has set the matter for trial in January 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the Managing  General  Partner and affiliated
defendants  moved to strike the first  amended  complaint  in its  entirety  for
violating  the Court's July 10, 2001 order  granting in part and denying in part
defendants'  demurrer in the Nuanes action, or alternatively,  to strike certain
portions of the complaint based on the statute of limitations.  Other defendants
in the action  demurred to the fourth  amended  complaint,  and,  alternatively,
moved to strike the complaint. On December 11, 2001, the court heard argument on
the motions  and took the matters  under  submission.  On February 4, 2002,  the
Court  served  notice of its order  granting  defendants'  motion to strike  the
Heller complaint as a violation of its July 10, 2001 order in the Nuanes action.
On March 27, 2002,  the plaintiffs  filed a notice  appealing the order striking
the complaint.

The Managing  General Partner does not anticipate that any costs,  whether legal
or  settlement  costs,  associated  with  these  cases will be  material  to the
Partnership's overall operations.


<PAGE>



ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  None.

            b)    Reports on Form 8-K:

                  None filed during the quarter ended March 31, 2002.


<PAGE>



                                   SIGNATURES



In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.



                                 FOX STRATEGIC HOUSING INCOME PARTNERS
                                 (a California Limited Partnership)

                                 By:     FOX PARTNERS VIII
                                         Its General Partner

                                 By:     Fox Capital Management Corporation
                                         Its Managing General Partner

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

                                 By:     /s/Martha L. Long
                                         Martha L. Long
                                         Senior Vice President and
                                         Controller

                                 Date:   May 13, 2002