UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Form 10-QSB/A

(Mark One)

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

                 For the quarterly period ended September 30, 2002


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


                For the transition period from _________to _________

                         Commission file number 0-14570


                             MCCOMBS REALTY PARTNERS
         (Exact name of small business issuer as specified in its charter)



         California                                         33-0068732
(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)


The issuer  recently  discovered  that it had  inadvertently  omitted  conformed
signatures on certain certifications included in its 10-QSB filing made November
14, 2002.  Original  signatures were complete and on file with the issuer at the
time the 10-QSB filing was made in November;  however,  due to a clerical error,
conformed  signatures were not included in the electronic filing. This amendment
is being filed solely to correct this inadvertent clerical error.

                         PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS



                             MCCOMBS REALTY PARTNERS

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

                               September 30, 2002

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 200
   Receivables and deposits                                                      25
   Restricted escrow                                                             78
   Other assets                                                                  78
   Investment property:
       Land                                                   $ 499
       Buildings and related personal property                 6,031
                                                               6,530
       Less accumulated depreciation                          (4,473)         2,057
                                                                            $ 2,438
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                           $ 3
   Tenant security deposit liabilities                                           17
   Accrued property taxes                                                        78
   Other liabilities                                                            127
   Mortgage note payable                                                      5,404

Partners' Deficit
   General partner                                             $ (1)
   Limited partners (17,196.39 units
      issued and outstanding)                                 (3,190)        (3,191)
                                                                            $ 2,438

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>





                             MCCOMBS REALTY PARTNERS

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


<TABLE>
<CAPTION>

                                        Three Months Ended        Nine Months Ended
                                           September 30,            September 30,
                                         2002         2001         2002        2001
Revenues:
<S>                                     <C>          <C>          <C>         <C>
  Rental income                         $ 336        $ 363        $ 990       $ 1,120
  Other income                              28           31           87           87
       Total revenues                      364          394        1,077        1,207

Expenses:
  Operating                                157          173          463          478
  General and administrative                33           32           98          102
  Depreciation                              65           65          201          201
  Interest                                 115          117          345          350
  Property taxes                            26           26           78           75
       Total expenses                      396          413        1,185        1,206

Net (loss) income                       $ (32)       $ (19)       $ (108)       $ 1

Net income allocated to
  general partner                        $ --         $ --         $ --        $ --
Net (loss) income allocated to
  limited partners                         (32)         (19)        (108)           1
                                        $ (32)       $ (19)       $ (108)       $ 1
Net (loss) income per limited
 partnership unit                      $ (1.86)     $ (1.10)     $ (6.28)      $ .06

Distribution per limited
 partnership unit                        $ --         $ --       $ 32.62       $ --

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>





                             MCCOMBS REALTY PARTNERS

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



<TABLE>
<CAPTION>


                                     Limited
                                   Partnership   General      Limited
                                      Units      Partner     Partners       Total

Partners' deficit at
<S>         <C> <C>                 <C>            <C>        <C>          <C>
   December 31, 2001                17,196.39      $ --       $(2,521)     $(2,521)

Distribution to partners                              (1)        (561)        (562)

Net loss for the nine months
   ended September 30, 2002                --         --         (108)        (108)

Partners' deficit at
   September 30, 2002               17,196.39      $ (1)      $(3,190)     $(3,191)


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                             MCCOMBS REALTY PARTNERS

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

<TABLE>
<CAPTION>

                                                                 Nine Months Ended
                                                                   September 30,
                                                                   2002         2001
Cash flows from operating activities:
<S>                                                              <C>           <C>
  Net (loss) income                                              $ (108)       $ 1
  Adjustments to reconcile net (loss) income to net cash
     provided by operating activities:
     Depreciation                                                   201         201
     Amortization of loan costs                                      14          14
     Bad debt expense                                                52          28
     Change in accounts:
       Receivables and deposits                                     (54)        (17)
       Other assets                                                  (7)        (12)
       Accounts payable                                             (12)         16
       Tenant security deposit liabilities                            6          (6)
       Accrued property taxes                                       (23)         (8)
       Other liabilities                                             (9)        (18)
         Net cash provided by operating activities                   60         199

Cash flows from investing activities:
  Property improvements and replacements                           (107)        (94)
  Net deposits to restricted escrows                                (27)         --
         Net cash used in investing activities                     (134)        (94)

Cash flows from financing activities:
  Payments on mortgage note payable                                 (59)        (55)
  Distribution to partners                                         (562)         --
         Net cash used in financing activities                     (621)        (55)

Net (decrease) increase in cash and cash equivalents               (695)         50

Cash and cash equivalents at beginning of period                    895         782

Cash and cash equivalents at end of period                       $ 200        $ 832

Supplemental disclosure of cash flow information:
  Cash paid for interest                                         $ 331        $ 335

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>

                             MCCOMBS REALTY PARTNERS

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

The accompanying  unaudited  consolidated financial statements of McCombs Realty
Partners (the "Partnership" or "Registrant"),  a California limited partnership,
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 CRPTEX,
Inc.  (the  "General  Partner").  In the  opinion of the  General  Partner,  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation  have been included.  Operating results for the three and nine
month periods ended  September  30, 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. The General  Partner is a subsidiary of
Apartment  Investment and Management Company  ("AIMCO"),  a publicly traded real
estate investment trust.

Note B - Plan of Reorganization

On March 9, 1987, the original general partners of the Partnership, on behalf of
the  Partnership,  filed a voluntary  petition  under  Chapter 11 of the Federal
Bankruptcy  Code  in U.S.  Bankruptcy  Court,  Central  District  of  California
("Court").  The  Partnership  continued as  Debtor-In-Possession  to operate its
business in the ordinary course until the Court confirmed the Partnership's Plan
effective  October 25, 1988.  The Plan was  approved by all required  classes of
creditors.

The Plan  required  that the  Partnership  make certain  payments to its secured
creditors and others on or before October 20, 1995.  These payments were made on
or about  June  25,  1995,  when  the  Partnership  refinanced  the  outstanding
mortgages encumbering the property.  The Plan also required that the Partnership
make the following distributions on October 20, 1998, from available cash:

      1)    First,  Limited  Partners,  both original and  substitute,  who made
            additional  capital  contributions  under the plan  would  receive a
            repayment of the  additional  contributions  totaling  approximately
            $730,000; if sufficient funds were unavailable to fully satisfy this
            amount then a pro-rata  portion  would be paid based upon  available
            funds;

      2)   Second, Class 12 unsecured creditors ($23,100) would be paid on their
           claims;

      3)    Third,  Limited Partners who made additional  capital  contributions
            and were  original  Limited  Partners  would  receive a repayment of
            their  original   capital   contributions   totaling   approximately
            $9,818,000;  if sufficient  funds were  unavailable to fully satisfy
            this  amount  then a  pro-rata  portion  of  available  cash  less a
            pro-rata  portion  reserved  for one third of the  existing  capital
            contributions  of  non-contributing  Limited  Partners would be paid
            based upon available funds;

      4)    Fourth,  Limited  Partners  who  did  not  make  additional  capital
            contributions  would  receive  a  repayment  of  one-third  of their
            original capital contributions (i.e.,  one-third of $1,200,000);  if
            sufficient  funds were unavailable to fully satisfy this amount then
            a pro-rata portion would be paid based upon available funds.

Additionally,  the Plan required CRPTEX, Inc. to make a capital  contribution of
$14,500  and loan an  additional  $117,500  on  behalf of the  Partnership.  The
Partnership  received the $14,500  capital  contribution  but did not receive or
require the additional $117,500 to be loaned.

The payments  required by number 2 above were timely  made.  With respect to the
amounts due to the Limited Partners under numbers 1, 3, and 4 above,  there were
not  sufficient  funds  available to  completely  satisfy these  obligations  at
October 20, 1998.

It was not anticipated  that at October 20, 1998, there would be available funds
to fully  satisfy the  unsecured  claims of the Limited  Partners,  as indicated
under the Plan. The limited partners were approached in August 1998 and asked to
either approve a sale of the Partnership's  sole investment  property or for the
General  Partner  to  petition  the  Bankruptcy  Court for an  extension  of the
settlement date. The required fifty-one percent response was not received.  As a
result,  the  Partnership  did not make any payments to the Limited  Partners on
October 20,  1998,  as required by the Plan from  available  funds.  There is no
requirement,  however, that the Partnership sell or again refinance the property
in  order to pay in part or in  whole,  the  payments  to the  Limited  Partners
referred to above.  The General  Partner has determined that although all of the
required  payments due under the Plan to the Limited Partners were not made that
the Partnership is not in any material  financial default in connection with its
prior  bankruptcy.  In addition,  the General Partner believes that it is proper
for the  Partnership to continue  operating  under the terms of its  Partnership
Agreement as modified by the Plan.

Since the  expiration of the Plan on October 20, 1998,  the General  Partner had
reserved  all excess cash to ensure that the  Partnership  would be able to meet
its operating and capital improvement needs rather than making pro-rata payments
to the limited partners in accordance with numbers 2, 4, and 5 above. During the
fourth quarter of 2001, the General Partner  determined that the Partnership had
accumulated  approximately  $562,000 in excess  funds.  Approximately  $530,000,
which had been reserved since 1998 to ensure that the property was fully able to
meet its operating and capital  improvement needs with existing operating funds,
was  distributed  during the nine months ended  September 30, 2002 in accordance
with number 2 above. In addition,  approximately  $32,000 was  distributed  from
recent  operations  during  the  nine  months  ended  September  30,  2002.  Any
additional  funds  will be  distributed  in  accordance  with  the  terms of the
Partnership Agreement as modified by the Plan.

Note C - Transactions with Affiliated Parties

The Partnership has no employees and is dependent on the 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 for  reimbursement  of certain  expenses  incurred by affiliates on
behalf of the Partnership.

During the nine months  ended  September  30, 2002 and 2001,  affiliates  of the
General  Partner  were  entitled  to  receive  5% of  gross  receipts  from  the
Partnership's   investment  property  as  compensation  for  providing  property
management  services.  The  Partnership  paid to such  affiliates  approximately
$56,000  and  $60,000 for the nine  months  ended  September  30, 2002 and 2001,
respectively, which are included in operating expenses.

Affiliates  of  the  General  Partner  received   reimbursement  of  accountable
administrative  expenses amounting to approximately  $54,000 and $55,000 for the
nine months ended September 30, 2002 and 2001, respectively,  which are included
in general and administrative expenses.

Beginning in 2001,  the  Partnership  began  insuring its property 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 property above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated  with the General  Partner.  During the nine months ended September
30,  2002 and 2001,  the  Partnership  was  charged by AIMCO and its  affiliates
approximately $19,000 and $25,000, respectively, for insurance coverage and fees
associated with policy claims administration.


<PAGE>



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

The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for forward-looking  statements in certain circumstances.  The matters discussed
in this report contain certain forward-looking  statements,  including,  without
limitation,  statements regarding future financial performance and the effect of
government regulations. The discussions of the Registrant's business and results
of operations,  including forward-looking statements pertaining to such matters,
do not take into account the effects of any changes to the Registrant's business
and  results of  operations.  Actual  results may differ  materially  from those
described in the forward-looking statements and will be affected by a variety of
risks and factors  including,  without  limitation:  national and local economic
conditions; the terms of governmental regulations that affect the Registrant and
interpretations of those regulations;  the competitive  environment in which the
Registrant  operates;  financing risks,  including the risk that cash flows from
operations  may be  insufficient  to meet  required  payments of  principal  and
interest;  real estate risks, including variations of real estate values and the
general  economic  climate in local markets and  competition for tenants in such
markets; and possible environmental liabilities. Readers should carefully review
the Registrant's financial statements and the notes thereto, as well as the risk
factors  described in the documents the Registrant  files from time to time with
the Securities and Exchange Commission.

The Partnership's  investment  property consists of one apartment  complex.  The
following  table sets forth the average  occupancy  of the property for the nine
months ended September 30, 2002 and 2001:

                                                   Average Occupancy
      Property                                      2002       2001

      Lakewood at Pelham                            89%        95%
        Greenville, South Carolina

The General  Partner  attributes the decrease in occupancy at Lakewood at Pelham
to increased  market  competition  as a result of the slowdown in the economy in
the Greenville area.

Results of Operations

The Registrant's net loss for the three and nine months ended September 30, 2002
was approximately $32,000 and $108,000, respectively,  compared to a net loss of
approximately $19,000 and net income of approximately $1,000, respectively,  for
the three and nine months ended  September 30, 2001.  The decrease in net income
for both the three and nine months ended September 30, 2002 is due to a decrease
in total  revenues,  partially  offset by a decrease  in total  expenses.  Total
revenues  decreased for both the three and nine months ended  September 30, 2002
due to a decrease in rental  income.  The decrease in rental income is primarily
due to the  decrease in  occupancy  discussed  above,  a decrease in the average
rental rates charged, and an increase in bad debt expense at Lakewood at Pelham.
Other  income  remained  relatively  constant for both the three and nine months
ended September 30, 2002.

The  decrease  in total  expenses  for  both the  three  and nine  months  ended
September  30, 2002 is primarily  due to a decrease in operating  expenses.  The
decrease in total expenses for the nine months ended  September 30, 2002 is also
due to a lesser  extent to a decrease  in  interest  expense.  The  decrease  in
operating  expenses for both the three and nine months ended  September 30, 2002
is  primarily  due to a decrease in  insurance  expense as a result of a reduced
hazard  insurance  premium and  management  fees as a result of the  decrease in
total revenues,  partially  offset by an increase in maintenance  expense at the
property.  The decrease in interest  expense for the nine months ended September
30, 2002 is primarily a result of scheduled principal payments which reduced the
carrying  balance  of  the  mortgage  encumbering  the  property.   General  and
administrative,  depreciation,  and property tax  expenses  remained  relatively
constant for both the three and nine months ended September 30, 2002.

Included in general and  administrative  expenses at both September 30, 2002 and
2001 are  management  reimbursements  to the 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 General  Partner
monitors the rental market environment of its investment  property 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
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 General Partner will
be able to sustain such a plan.

Liquidity and Capital Resources

At  September  30,  2002,  the  Partnership  had cash and  cash  equivalents  of
approximately  $200,000 as compared to  approximately  $832,000 at September 30,
2001. The decrease in cash and cash equivalents of approximately  $695,000, from
the  Partnership's  calendar year end, is due to approximately  $621,000 of cash
used  in  financing  activities  and  approximately  $134,000  of  cash  used in
investing activities, partially offset by approximately $60,000 of cash provided
by operating activities. Cash used in investing activities consisted of property
improvements  and replacements  and, to a lesser extent,  net deposits to escrow
accounts  maintained by the mortgage lender.  Cash used in financing  activities
consisted  primarily  of  distributions  to partners  and,  to a lesser  extent,
payments  of  principal  made  on the  mortgage  encumbering  the  Partnership's
investment  property.  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 property 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.  The  General  Partner  monitors
developments in the area of legal and regulatory  compliance and is studying new
federal laws,  including the  Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act
of 2002  mandates  or suggests  additional  compliance  measures  with regard to
governance,  disclosure,  audit and other areas. In light of these changes,  the
Partnership  expects that it will incur higher  expenses  related to compliance,
including  increased legal and audit fees. Capital  improvements  planned at the
Partnership's investment property are detailed below.

For 2002,  the  Partnership  has  budgeted  approximately  $109,000  for capital
improvements at Lakewood at Pelham,  consisting  primarily of interior  building
improvements,   lighting,  and  floor  covering  replacement.   The  Partnership
completed  approximately  $107,000 in capital expenditures at Lakewood at Pelham
as of  September  30, 2002,  consisting  primarily  of  structural  and interior
building  improvements,  air  conditioning  unit  upgrades,  and floor  covering
replacement.  These  improvements  were funded from  operations and  replacement
reserves.  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 and replacement reserve balances.

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 Registrant's distributable cash flow, if
any, may be adversely affected at least in the short term.

The mortgage  indebtedness on Lakewood at Pelham of approximately  $5,404,000 is
being  amortized over 30 years with a balloon payment due July 2005. The General
Partner may attempt to  refinance  such  indebtedness  and/or sell the  property
prior to such maturity date. If the property  cannot be refinanced or sold for a
sufficient  amount,  the  Partnership  will risk  losing such  property  through
foreclosure.

On March 9, 1987, the original general partners of the Partnership, on behalf of
the  Partnership,  filed a voluntary  petition  under  Chapter 11 of the Federal
Bankruptcy  Code  in U.S.  Bankruptcy  Court,  Central  District  of  California
("Court").  The  Partnership  continued as  Debtor-In-Possession  to operate its
business in the ordinary course until the Court confirmed the Partnership's Plan
of Reorganization (The "Plan") effective October 25, 1988. The Plan was approved
by all required classes of creditors.

The Plan required that the  Partnership  make the following  payments on October
20, 1998:

      1)  First, all existing creditors, except prebankruptcy Class 12 creditors
          ($23,100), would be satisfied;

      2)    Limited Partners, both original and substitute,  who made additional
            capital  contributions  under the plan would  receive a repayment of
            the additional  contributions  totaling  approximately  $730,000; if
            sufficient  funds were unavailable to fully satisfy this amount then
            a pro-rata portion would be paid based upon available funds;

      3)    Class 12 creditors would be paid claims aggregating $23,100;

      4)    Limited Partners who made additional capital  contributions and were
            original  Limited  Partners  would  receive  a  repayment  of  their
            original capital contributions totaling approximately $9,818,000; if
            sufficient  funds were unavailable to fully satisfy this amount then
            a pro-rata portion would be paid based upon available funds;

      5)    Limited Partners who did not make additional  capital  contributions
            would  receive a repayment of one-third  of their  original  capital
            contributions (i.e.,  one-third of $1,200,000);  if sufficient funds
            were  unavailable  to fully  satisfy  this  amount  then a  pro-rata
            portion would be paid based upon available funds.

Additionally,  the Plan required CRPTEX, Inc. to make a capital  contribution of
$14,500 and loan or expend an additional  $117,500 on behalf of the  Partnership
on an as-needed basis. The Partnership received the $14,500 capital contribution
but did not require the additional $117,500 to be loaned.

The  payments  required  by  numbers 1 and 3 above  were  timely  satisfied.  In
addition,  all  other  claims  provided  for in the Plan then  outstanding  were
settled on June 25, 1995 when the  Partnership  refinanced the then  outstanding
mortgages  encumbering  the  property.  With  respect to the  amounts due to the
Limited Partners under numbers 2, 4, and 5 above there were not sufficient funds
available to completely satisfy these obligations at October 20, 1998.

It was not  anticipated  that at October 20, 1998 there would be available funds
to fully  satisfy the  unsecured  claims of the Limited  Partners,  as indicated
under the Plan. The limited partners were approached in August 1998 and asked to
either approve a sale of the Partnership's  sole investment  property or for the
General  Partner  to  petition  the  Bankruptcy  Court for an  extension  of the
settlement date. The required fifty-one percent response was not received.  As a
result,  the  Partnership  did not make any payments to the Limited  Partners on
October  20,  1998 as required  by the Plan from  available  funds.  There is no
requirement,  however, that the Partnership sell or again refinance the property
in  order to pay in part or in  whole,  the  payments  to the  Limited  Partners
referred to above.  The General  Partner has determined that although all of the
required  payments under the Plan to the Limited  Partners were not made that no
default exists and that it is proper for the  Partnership to continue  operating
under the terms of its Partnership Agreement as modified by the Plan.

Since the  expiration of the Plan on October 20, 1998,  the General  Partner had
reserved  all excess cash to ensure that the  Partnership  would be able to meet
its operating and capital improvement needs rather than making pro-rata payments
to the limited partners in accordance with numbers 2, 4, and 5 above. During the
fourth quarter of 2001, the General Partner  determined that the Partnership had
accumulated  approximately  $562,000  in excess  funds.  Approximately  $530,000
($30.82 per limited  partnership  unit)  which had been  reserved  since 1998 to
ensure  that the  property  was fully  able to meet its  operating  and  capital
improvement needs with existing  operating funds was distributed during the nine
months ended  September 30, 2002 in accordance with number 2 above. In addition,
approximately  $32,000  (approximately  $31,000 to the limited partners or $1.80
per limited  partnership unit) was distributed from recent operations during the
nine months ended  September 30, 2002. Any additional  funds will be distributed
in  accordance  with the terms of the  Partnership  Agreement as modified by the
Plan.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership, AIMCO and its affiliates owned 3,686.5 limited partnership units in
the Partnership  representing  21.44% of the outstanding  Units at September 30,
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
acquire additional units of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters which would include
voting on certain  amendments to the Partnership  Agreement and voting to remove
the General  Partner.  Although the General Partner owes fiduciary duties to the
limited  partners of the  Partnership,  the General  Partner also owes fiduciary
duties to AIMCO as its sole stockholder.  As a result, the duties of the General
Partner,  as general  partner,  to the Partnership and its limited  partners may
come into conflict with the duties of the General  Partner to AIMCO, as its sole
stockholder.

Critical Accounting Policies and Estimates

The consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States which require the Partnership
to  make  estimates  and  assumptions.  The  Partnership  believes  that  of its
significant  accounting  policies,  the following may involve a higher degree of
judgment and complexity.

Impairment of Long-Lived Assets

Investment property is recorded at cost, less accumulated  depreciation,  unless
considered  impaired.  If events or  circumstances  indicate  that the  carrying
amount of a property may be impaired, the Partnership will make an assessment of
its recoverability by estimating the undiscounted  future cash flows,  excluding
interest charges, of the property.  If the carrying amount exceeds the aggregate
future cash flows,  the  Partnership  would  recognize an impairment loss to the
extent the carrying amount exceeds the fair value of the property.

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's  investment  properties.  These  factors  include  changes  in the
national,  regional and local economic  climate;  local  conditions,  such as an
oversupply  of  multifamily   properties;   competition   from  other  available
multifamily  property  owners and changes in market  rental  rates.  Any adverse
changes in these factors could cause an impairment in the Partnership's assets.


<PAGE>



Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized monthly as it is earned. The
Partnership will offer rental concessions during  particularly slow months or in
response  to  heavy  competition  from  other  similar  complexes  in the  area.
Concessions are charged to income as incurred.

ITEM 3.     CONTROLS AND PROCEDURES

The principal  executive officer and principal  financial officer of the General
Partner, who are the equivalent of the Partnership's principal executive officer
and  principal  financial  officer,  respectively,  have,  within 90 days of the
filing  date  of this  quarterly  report,  evaluated  the  effectiveness  of the
Partnership's  disclosure  controls and  procedures  (as defined in Exchange Act
Rules  (13a-14(c)  and  (15d-14(c))  and have  determined  that such  disclosure
controls and procedures are adequate.  There have been no significant changes in
the Partnership's internal controls or in other factors that could significantly
affect the  Partnership's  internal  controls since the date of evaluation.  The
Partnership does not believe any significant deficiencies or material weaknesses
exist in the Partnership's internal controls. Accordingly, no corrective actions
have been taken.


<PAGE>




                           PART II - OTHER INFORMATION


ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a) Exhibits:

                  Exhibit 3.1, Amended and Restated Certificate and Agreement of
                  Limited  Partners of McCombs  Realty  Partners,  a  California
                  Limited Partnership, incorporated by reference to the exhibits
                  to the Registrant's Annual Report filed on Form 10-K, filed on
                  April 13, 1990.

                  Exhibit  3.2,   Certificate  of  Limited  Partnership  of  the
                  Partnership,  incorporated by reference to the exhibits to the
                  Registrant's  Annual Report filed on Form 10-K, filed on April
                  13, 1990.

                  Exhibit 99, Certification of Chief Executive Officer and Chief
                  Financial Officer

            b) Reports on Form 8-K:

                  Current  Report on Form 8-K/A dated June 27, 2002 and filed on
                  July 16,  2002,  disclosing  the  dismissal of KPMG LLP as the
                  Registrant's certifying auditor and the appointment of Ernst &
                  Young  LLP,  as the  certifying  auditor  for the year  ending
                  December 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.



                                    MCCOMBS REALTY PARTNERS


                                    By:   CRPTEX, INC.
                                          General Partner


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


                                    By:   /s/Thomas C. Novosel
                                          Thomas C. Novosel
                                          Senior Vice President
                                          and Chief Accounting Officer


                                    Date: January 9, 2003


<PAGE>



                                  CERTIFICATION


I, Patrick J. Foye, certify that:


1. I have  reviewed  this  quarterly  report on Form  10-QSB of  McCombs  Realty
Partners;


2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities, particularly during the period in which this quarterly report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      quarterly report (the "Evaluation Date"); and


      c)  Presented  in  this  quarterly   report  our  conclusions   about  the
      effectiveness  of the  disclosure  controls  and  procedures  based on our
      evaluation as of the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: November 13, 2002

                                /s/Patrick J. Foye
                                Patrick J. Foye
                                Executive  Vice   President  of  CRPTEX,   Inc.,
                                equivalent  of the chief  executive  officer  of
                                the Partnership


<PAGE>



                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


1. I have  reviewed  this  quarterly  report on Form  10-QSB of  McCombs  Realty
Partners;


2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities, particularly during the period in which this quarterly report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      quarterly report (the "Evaluation Date"); and


      c)  Presented  in  this  quarterly   report  our  conclusions   about  the
      effectiveness  of the  disclosure  controls  and  procedures  based on our
      evaluation as of the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: November 13, 2002

                                /s/Paul J. McAuliffe
                                Paul J. McAuliffe
                                Executive  Vice  President  and Chief  Financial
                                Officer  of  CRPTEX,  Inc.,  equivalent  of  the
                                chief financial officer of the Partnership


<PAGE>


Exhibit 99


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                   Section 906 of the Sarbanes-Oxley Act of 2002



In  connection  with the  Quarterly  Report  on Form  10-QSB of  McCombs  Realty
Partners (the "Partnership"),  for the quarterly period ended September 30, 2002
as filed with the  Securities  and Exchange  Commission  on the date hereof (the
"Report"),  Patrick J. Foye, as the equivalent of the chief executive officer of
the Partnership, and Paul J. McAuliffe, as the equivalent of the chief financial
officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of his knowledge:

      (1)   The Report fully complies with the  requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      (2)   The  information  contained in the Report  fairly  presents,  in all
            material respects, the financial condition and results of operations
            of the Partnership.


                                           /s/Patrick J. Foye
                                    Name:  Patrick J. Foye
                                    Date:  November 13, 2002


                                           /s/Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  November 13, 2002


This  certification  accompanies  the  Report  pursuant  to  Section  906 of the
Sarbanes-Oxley  Act of 2002 and shall not,  except to the extent required by the
Sarbanes-Oxley  Act of 2002, be deemed filed by the  Partnership for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.