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

                                   Form 10-QSB

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

                    For the quarterly period ended June 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 0-14248


                              ANGELES PARTNERS XIV
         (Exact name of small business issuer as specified in its charter)



         California                                              95-3959771
(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)

                         PART I - FINANCIAL INFORMATION



ITEM 1.     FINANCIAL STATEMENTS



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

                                  June 30, 2002

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 788
   Receivables and deposits                                                      550
   Restricted escrows                                                            211
   Other assets                                                                  245
   Investment properties:
      Land                                                    $ 2,243
      Buildings and related personal property                   26,861
                                                            -   ------
                                                                29,104
      Less accumulated depreciation                            (21,959)        7,145
                                                               -------     --  -----
                                                                            $ 8,939

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                           $ 10
   Tenant security deposit liabilities                                           123
   Accrued property taxes                                                        501
   Accrued interest (including $4,468 in default)                              9,582
   Due to affiliates (Note C)                                                  2,400
   Other liabilities                                                             273
   Notes payable (including $6,981 in default)                                28,747

Partners' Deficit
   General partners                                            $ (727)
   Limited partners (43,411 units issued and
      outstanding)                                             (31,970)      (32,697)
                                                               -------       -------
                                                                            $ 8,939
            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>






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



<TABLE>
<CAPTION>



                                          Three Months Ended       Six Months Ended
                                               June 30,                June 30,
                                           2002        2001        2002        2001
                                           ----        ----        ----        ----
Revenues:
<S>                                       <C>         <C>         <C>         <C>
    Rental income                         $ 1,271     $ 1,261     $ 2,549     $ 2,504
    Other income                               66          77         132         166
                                         ----  --    ----  --    ---  ---    ---  ---
      Total revenues                        1,337       1,338       2,681       2,670
                                         -  -----    -  -----    -  -----    -  -----

Expenses:
   Operating                                  435         431         893         878
   General and administrative                  62          80         145         156
   Depreciation                               360         350         715         698
   Interest                                 1,035         851       1,863       1,734
   Property taxes                             106         102         210         212
                                         ---  ---    ---  ---    ---  ---    ---  ---
      Total expenses                        1,998       1,814       3,826       3,678
                                         -  -----    -  -----    -  -----    -  -----

Net loss                                  $ (661)     $ (476)     $(1,145)    $(1,008)
                                           =====       =====       ======      ======

Net loss allocated to general
   partners (1%)                           $ (7)       $ (5)       $ (11)      $ (10)
Net loss allocated to limited
   partners (99%)                            (654)       (471)     (1,134)       (998)
                                          -- ----     -- ----      ------     -- ----

                                          $ (661)     $ (476)     $(1,145)    $(1,008)
                                           =====       =====       ======      ======

Net loss per limited partnership unit     $(15.07)    $(10.85)    $(26.12)    $(22.98)
                                           ======      ======      ======      ======
            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>




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


<TABLE>
<CAPTION>

                                      Limited
                                     Partnership     General      Limited
                                        Units        Partners    Partners      Total

<S>                                    <C>             <C>       <C>         <C>
Original capital contributions         44,390          $ 1       $ 44,390    $ 44,391
                                       ======           ==        =======     =======

Partners' deficit at
   December 31, 2001                   43,411         $ (710)    $(30,836)   $(31,546)

Distribution to partners                   --             (6)          --          (6)

Net loss for the six months
   ended June 30, 2002                     --            (11)      (1,134)     (1,145)
                                   ----    --        --- ---      -------     -------

Partners' deficit at
   June 30, 2002                       43,411         $ (727)    $(31,970)   $(32,697)
                                       ======          =====      =======     =======
            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>




                              ANGELES PARTNERS XIV
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                   (in thousands)
<TABLE>
<CAPTION>

                                                                    Six Months Ended
                                                                        June 30,
                                                                    2002        2001
Cash flows from operating activities:
<S>                                                               <C>          <C>
  Net loss                                                        $(1,145)     $(1,008)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:
     Depreciation                                                     715          698
     Amortization of loan costs                                        11           15
     Change in accounts:
      Receivables and deposits                                       (264)         (83)
      Other assets                                                     27            9
      Accounts payable                                                (40)         (77)
      Tenant security deposit liabilities                              (6)           5
      Accrued property taxes                                          210          107
      Accrued interest                                                126           20
      Due to affiliates                                               310          103
      Other liabilities                                               114           48
                                                                 ---  ---     ----  --

         Net cash provided by (used in) operating activities           58         (163)
                                                                 ----  --      -- ----

Cash flows from investing activities:
  Property improvements and replacements                             (210)        (101)
  Net deposits to restricted escrows                                  (54)         (55)
                                                                  --- ---      --- ---

         Net cash used in investing activities                       (264)        (156)
                                                                  -- ----      -- ----

Cash flows from financing activities:
  Principal payments on notes payable                                (177)        (285)
  Distribution to partners                                             (6)          (7)
                                                                  ---- --      ---- --

         Net cash used in financing activities                       (183)        (292)
                                                                  -- ----      -- ----

Net decrease in cash and cash equivalents                            (389)        (611)
Cash and cash equivalents at beginning of period                    1,177        1,497
                                                                 -  -----     -  -----

Cash and cash equivalents at end of period                         $ 788        $ 886
                                                                    ====         ====

Supplemental disclosure of cash flow information:
  Cash paid for interest                                          $ 1,488      $ 1,671
                                                                   ======       ======

At June 30,  2002 and  December  31,  2001,  approximately  $79,000 of  property
improvements and replacements were included in Due to affiliates.

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>






                              ANGELES PARTNERS XIV
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Going Concern

The accompanying  unaudited consolidated financial statements have been prepared
assuming Angeles Partners XIV (the  "Partnership" or "Registrant") will continue
as a going  concern.  The  Partnership  continues to incur  recurring  operating
losses and suffers from inadequate liquidity.

In addition to mortgage loans  encumbering  the  Partnership's  properties,  the
Partnership is obligated under unsecured  working capital loans and two recourse
notes  payable to an affiliate of Angeles  Realty  Corporation  II, the managing
general partner of the Partnership (the "Managing General Partner").

The  unsecured  working  capital  loans  are  in  the  amount  of  approximately
$4,576,000 plus related accrued interest of approximately  $4,143,000 and are in
default at June 30, 2002 as a result of  non-payment  of interest and  principal
upon its  maturity  in  November  1997.  These  loans  were  payable  to Angeles
Acceptance  Pool,  L.P.  ("AAP").  During the year ended  December 31, 2000, AAP
transferred   ownership  of  the  loans  to  Saticoy  Investments  Company,  LLC
("Saticoy"),  a wholly owned entity of The PNL Companies.  This  indebtedness is
recourse to the Partnership.  The Partnership does not have the means with which
to satisfy this  obligation,  and Saticoy has a judgment against the Partnership
for this debt.

In addition the  Partnership has two notes which are recourse to the Partnership
and are owed to an  affiliate of the Managing  General  Partner.  One of the two
notes totaling $2,405,000 originally matured in March 1998. The Managing General
Partner  negotiated  with the  holder  of the note to extend  this  indebtedness
through March 2002. This loan in the amount of $2,405,000 plus accrued  interest
of  approximately  $325,000  is in  default  at June  30,  2002 as a  result  of
non-payment  of interest and  principal  upon its maturity in March 2002.  It is
anticipated that this indebtedness will be repaid with proceeds from the sale of
Waterford  Square  Apartments  (see below).  The remaining note with a principal
balance of approximately  $4,765,000  matures in March 2003. Accrued interest on
this note is approximately $5,000,000 at June 30, 2002.

During the year ended December 31, 2001, the Managing  General  Partner signed a
forebearance  agreement  with Saticoy.  The Managing  General  Partner agreed to
market Waterford Square Apartments for sale. The forebearance  period began June
1, 2001 and was to end the earlier of March 1, 2002 or the date Waterford Square
Apartments was sold. The Managing  General  Partner and Saticoy have  negotiated
extensions  of the  forebearance  agreement  until  July 1, 2002.  The  Managing
General Partner is currently negotiating an additional extension with Saticoy to
allow the  Partnership  time to  finalize a contract  for the sale of  Waterford
Square  Apartments.   Upon  the  sale  of  Waterford  Square   Apartments,   the
distributable sale proceeds,  after deducting  reasonable closing costs, will be
used to repay the first lien  mortgage  debt on the property  and repay  certain
Angeles Mortgage  Investment  Trust ("AMIT") debt.  Saticoy has agreed to accept
68.75% of the remaining proceeds in full satisfaction of its notes.

The  Partnership  realized a net loss of  approximately  $1,145,000  for the six
months ended June 30, 2002. The Managing General Partner expects the Partnership
to continue to incur such losses from operations. The Partnership generated cash
from  operations of  approximately  $58,000 during the six months ended June 30,
2002;   however,   this  was  primarily  the  result  of  accruing  interest  of
approximately $126,000 on its indebtedness.

No  other  sources  of  additional   financing  have  been   identified  by  the
Partnership,  nor does the  Managing  General  Partner  have any other  plans to
remedy the liquidity  problems the  Partnership is currently  experiencing.  The
Managing  General Partner  anticipates  that Fox Crest  Apartments and Waterford
Square  Apartments  will generate  sufficient cash flows during 2002 to meet all
property  operating  expenses,  property debt service  requirements on the first
mortgage loans and to fund capital expenditures.  However, these cash flows will
be insufficient to service the Partnership indebtedness.

As a result of the above,  there is  substantial  doubt about the  Partnership's
ability to continue as a going concern. The consolidated financial statements do
not  include  any  adjustments  to reflect the  possible  future  effects on the
recoverability  and  classification of assets or amounts and  classifications of
liabilities that may result from these uncertainties.

Note B - Basis of Presentation

The accompanying  unaudited consolidated financial statements of the 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  Managing  General  Partner  of  the
Partnership  is an affiliate  of Apartment  Investment  and  Management  Company
("AIMCO"), a publicly traded real estate investment trust. In the opinion of the
Managing  General  Partner,  all  adjustments  (consisting  of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results for the three and six month  periods  ended June 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.

Note C - 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 (i) certain
payments to affiliates for services and (ii)  reimbursement  of certain expenses
incurred by affiliates on behalf of the Partnership.

As compensation for providing property  management  services,  affiliates of the
Managing  General  Partner were  entitled to receive 5% of gross  receipts  from
Foxcrest  Apartments  during the six months ended June 30, 2002 and 2001, and 6%
of gross receipts from Waterford Square Apartments for the six months ended June
30,  2001,  and 7.82% of gross  receipts for the six months ended June 30, 2002.
The Registrant paid to such affiliates  approximately  $177,000 and $146,000 for
the six months ended June 30, 2002 and 2001, respectively, which are included in
operating expenses.

Affiliates   of  the  Managing   General   Partner  were   eligible  to  receive
reimbursements of accountable administrative expenses amounting to approximately
$101,000  and  $103,000  for the six  months  ended  June  30,  2002  and  2001,
respectively,  which are included in general and  administrative  expenses.  The
Partnership owed the affiliates  approximately $2,036,000 and $1,763,000 at June
30, 2002 and 2001, respectively, for reimbursement of accountable administrative
expenses.  In addition,  during 2002 affiliates of the Managing  General Partner
decided  to  charge  interest  at  prime  plus 2% on  unpaid  reimbursements  of
accountable  administrative expenses as allowed under the Partnership Agreement.
Approximately $204,000 was charged during the six months ended June 30, 2002, of
which  approximately  $140,000 related to 2001. There was no associated interest
accrued at June 30, 2001.  These  amounts are included in Due to  affiliates  at
June 30, 2002 and 2001.

In accordance with the Partnership  Agreement,  the Managing General Partner has
made  advances  to  the  Partnership.  At  June  30,  2002,  the  amount  of the
outstanding  loan  and  accrued  interest  was  approximately  $160,000,  and is
included in Due to affiliates at June 30, 2002. Interest is charged at the prime
rate plus 2%. Interest expense was approximately $5,000 for the six months ended
June  30,  2002.  There  were no loans  from the  Managing  General  Partner  or
associated interest for the six months ended June 30, 2001.

AMIT provided  financing  (the "AMIT Loans") to the  Partnership.  Pursuant to a
series of  transactions,  affiliates of the Managing  General  Partner  acquired
ownership  interests in AMIT.  On September  17, 1998,  AMIT was merged with and
into Insignia Properties Trust ("IPT"), the entity which controlled the Managing
General Partner.  Effective  February 26, 1999, IPT was merged into AIMCO. Thus,
AIMCO is the current  holder of the AMIT Loans.  The  principal  balances on the
AMIT Loans total approximately $7,170,000 at June 30, 2002, accrue interest at a
rate of 12.5% per  annum and are  recourse  to the  Partnership.  One of the two
notes totaling $2,405,000 originally matured in March 1998. The Managing General
Partner negotiated with AMIT to extend this indebtedness through March 2002. The
Partnership  is  currently  in default  with respect to this note as a result of
non-payment  of interest and  principal  upon its maturity in March 2002.  It is
anticipated that this indebtedness will be repaid with proceeds from the sale of
Waterford  Square  Apartments.  The remaining  note with a principal  balance of
approximately  $4,765,000  matures in March 2003.  Total interest expense on the
AMIT Loans was approximately $781,000 and $754,000 for the six months ended June
30,  2002 and 2001,  respectively.  Total  interest  paid on the AMIT  Loans was
approximately  $810,000  and $978,000 for the six months ended June 30, 2002 and
2001,  respectively.  Accrued interest was approximately  $5,325,000 at June 30,
2002.

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 six months ended June
30,  2002 and 2001,  the  Partnership  was  charged by AIMCO and its  affiliates
approximately $68,000 and $56,000, respectively, for insurance coverage and fees
associated with policy claims administration.

Note D - Notes Payable

In November  1992,  AAP, a Delaware  limited  partnership  which  controlled the
working capital loans previously  provided by Angeles Capital  Investment,  Inc.
("ACII"),  was  organized.  Angeles  Corporation  ("Angeles") is the 99% limited
partner  of AAP and  Angeles  Acceptance  Directives,  Inc.  ("AAD"),  which was
wholly-owned by Insignia Properties Trust ("IPT"), was the 1% general partner of
AAP,  until April 14, 1995. On April 14, 1995, as part of a settlement of claims
between affiliates of the Managing General Partner and Angeles,  AAD resigned as
general  partner  of AAP and  simultaneously  received  a 0.5%  limited  partner
interest in AAP. An  affiliate  of Angeles now serves as the general  partner of
AAP.

The AAP working  capital loans funded the  Partnership's  operating  deficits in
prior years.  Total  indebtedness  was  approximately  $4,576,000,  plus accrued
interest of  approximately  $4,143,000,  at June 30, 2002, with monthly interest
accruing at the prime rate plus two percent. Upon maturity on November 25, 1997,
the  Partnership did not have the means with which to satisfy this maturing debt
obligation.  This  indebtedness  remains  in  default  at June 30,  2002.  Total
interest expense for this loan was  approximately  $154,000 and $246,000 for the
six months  ended June 30,  2002 and 2001,  respectively.  During the year ended
December 31, 2000, AAP transferred ownership of the loans to Saticoy Investments
Company, LLC ("Saticoy"),  a wholly owned entity of the PNL Companies,  which is
an unrelated party.

During the year ended December 31, 2001, the Managing  General  Partner signed a
forebearance  agreement  with Saticoy.  The Managing  General  Partner agreed to
market Waterford Square Apartments for sale. The forebearance  period began June
1, 2001 and was to end the earlier of March 1, 2002 or the date Waterford Square
Apartments was sold. The Managing  General  Partner and Saticoy have  negotiated
extensions  of the  forebearance  agreement  until  July 1, 2002.  The  Managing
General Partner is currently negotiating an additional extension with Saticoy to
allow the  Partnership  time to  finalize a contract  for the sale of  Waterford
Square  Apartments.   Upon  the  sale  of  Waterford  Square   Apartments,   the
distributable sale proceeds,  after deducting  reasonable closing costs, will be
used to repay the first lien  mortgage  debt on the property  and repay  certain
AMIT debt. Saticoy has agreed to accept 68.75% of the remaining proceeds in full
satisfaction of its notes.

Note E - 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 held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the current trial date of
January 13, 2003 (as well as the  pre-trial  and  discovery  cut-off  dates) and
stayed the case in its entirety through November 7, 2002 so that the parties can
have an opportunity to discuss settlement.

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 parties are currently in the midst of briefing that appeal.

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 Registrant from time to time. The
discussion of the  Registrant'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  Registrant'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 six
months ended June 30, 2002 and 2001:

                                                   Average Occupancy
      Property                                      2002       2001
      --------                                      ----       ----

      Waterford Square Apartments                   97%        95%
        Huntsville, Alabama
      Fox Crest Apartments                          96%        98%
        Waukegan, Illinois

Results of Operations

The  Partnership's net loss for the three and six months ended June 30, 2002 was
approximately $661,000 and $1,145,000,  respectively,  as compared to net losses
of approximately  $476,000 and $1,008,000,  respectively,  for the three and six
months ended June 30, 2001.  The increase in net loss for both the three and six
months ended June 30, 2002 is due to an increase in total expenses. The increase
in total  expenses  for both the three and six  months  ended  June 30,  2002 is
primarily  due to an increase in interest  expense and, to a lesser  extent,  an
increase in  depreciation  expense.  The increase in total  expenses for the six
months  ended  June  20,  2002 is also  due to a slight  increase  in  operating
expense.  The increase in total expenses for both the three and six months ended
June 30, 2002 was partially  offset by a decrease in general and  administrative
expenses.

The  increase  in  interest  expense  is  primarily  a result of the  accrual of
interest on unpaid  reimbursements  of  accountable  administrative  expenses to
affiliates  of the  Managing  General  Partner,  partially  offset by  scheduled
principal payments made on the properties' mortgages,  the repayment during 2001
of one of the AMIT loans,  and payments  made on the remaining  AMIT loans.  The
increase  in  depreciation   expense  is  due  to  property   improvements   and
replacements  being placed into service during the past twelve months at both of
the Partnership's investment properties. Operating expense increased for the six
months ended June 30, 2002  primarily due to an increase in  management  fees at
Waterford  Square  Apartments,  partially  offset by a decrease  in  maintenance
expense at both properties.  Operating expense remained  relatively constant for
the three months ended June 30, 2002.  Property tax expense remained  relatively
constant for both the three and six months ended June 30, 2002.

General and  administrative  expenses  decreased  primarily due to a decrease in
professional fees associated with the management of the Partnership. Included in
general  and  administrative  expenses  at both  June  30,  2002  and  2001  are
management  reimbursements  to the Managing  General  Partner  allowed under the
Partnership   Agreement,   costs   associated  with  the  quarterly  and  annual
communications  with  investors  and  regulatory  agencies  and the annual audit
required by the Partnership Agreement.


<PAGE>



Total revenues  remained  relatively  constant for both the three and six months
ended June 30, 2002 as an increase in rental  income was offset by a decrease in
other income.  The increase in rental income is primarily due to the increase in
occupancy at Waterford  Square  Apartments and an increase in the average rental
rate at Fox Crest  Apartments,  partially offset by the decrease in occupancy at
Fox  Crest  Apartments.  The  decrease  in other  income is  primarily  due to a
decrease in interest income.

As part of the ongoing  business plan of the  Partnership,  the Managing General
Partner  continues  to monitor  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 June 30, 2002, the Registrant had cash and cash  equivalents of approximately
$788,000 as compared to approximately $886,000 at June 30, 2001. The decrease in
cash and cash  equivalents  of  approximately  $389,000 for the six months ended
June 30, 2002,  from the  Registrant's  year ended  December 31, 2001, is due to
approximately  $264,000 of cash used in investing  activities and  approximately
$183,000 of cash used in financing activities, partially offset by approximately
$58,000  of cash  provided  by  operating  activities.  Cash  used in  investing
activities consisted of property  improvements and replacements and net deposits
to restricted  escrow accounts  maintained by the mortgage lender.  Cash used in
financing  activities  consisted  of  payments  of  principal  on the  mortgages
encumbering the Registrant's  properties and, to a lesser extent, a distribution
to the general  partner of Waterford  Square  Apartments,  Ltd.  The  Registrant
invests its working capital reserves in interest bearing accounts.

The accompanying  unaudited consolidated financial statements have been prepared
assuming the  Partnership  will  continue as a going  concern.  The  Partnership
continues  to incur  recurring  operating  losses and  suffers  from  inadequate
liquidity.  Indebtedness of  approximately  $4,576,000 plus accrued  interest of
approximately  $4,143,000  is in  default  at June  30,  2002,  as a  result  of
nonpayment of interest and principal upon its maturity in November  1997.  These
loans were payable to Angeles  Acceptance  Pool, L.P.  ("AAP").  During the year
ended  December  31,  2000,  AAP  transferred  ownership of the loans to Saticoy
Investments  Company,  LLC  ("Saticoy"),  a  wholly  owned  entity  of  The  PNL
Companies. This indebtedness is recourse to the Partnership.

In addition the  Partnership has two notes which are recourse to the Partnership
and are owed to an  affiliate of the Managing  General  Partner.  One of the two
notes totaling $2,405,000 originally matured in March 1998. The Managing General
Partner  negotiated  with the  holder  of the note to extend  this  indebtedness
through March 2002. This loan in the amount of $2,405,000 plus accrued  interest
of  approximately  $325,000  is in  default  at June  30,  2002 as a  result  of
non-payment  of interest and  principal  upon its maturity in March 2002.  It is
anticipated that this indebtedness will be repaid with proceeds from the sale of
Waterford  Square  Apartments  (see below).  The remaining note with a principal
balance of approximately $4,765,000 matures in March 2003.

During the year ended December 31, 2001, the Managing  General  Partner signed a
forebearance  agreement  with Saticoy.  The Managing  General  Partner agreed to
market Waterford Square Apartments for sale. The forebearance  period began June
1, 2001 and was to end the earlier of March 1, 2002 or the date Waterford Square
Apartments was sold. The Managing  General  Partner and Saticoy have  negotiated
extensions  of the  forebearance  agreement  until  July 1, 2002.  The  Managing
General Partner is currently negotiating an additional extension with Saticoy to
allow the  Partnership  time to  finalize a contract  for the sale of  Waterford
Square  Apartments.   Upon  the  sale  of  Waterford  Square   Apartments,   the
distributable sale proceeds,  after deducting  reasonable closing costs, will be
used to repay the first lien  mortgage  debt on the property  and repay  certain
AMIT debt. Saticoy has agreed to accept 68.75% of the remaining proceeds in full
satisfaction of its notes.

No  other  sources  of  additional   financing  have  been   identified  by  the
Partnership,  nor does the  Managing  General  Partner  have any other  plans to
remedy the liquidity  problems the  Partnership is currently  experiencing.  The
Managing  General Partner  anticipates  that Fox Crest  Apartments and Waterford
Square  Apartments  will generate  sufficient cash flows during 2002 to meet all
property  operating  expenses,  property debt service  requirements on the first
mortgage loans and to fund capital expenditures.  However, these cash flows will
be  insufficient   to  provide  debt  service  for  the  unsecured   Partnership
indebtedness.  If the Managing General Partner is unsuccessful in its efforts to
restructure these loans, then it may be forced to liquidate the Partnership.

As a result of the above,  there is  substantial  doubt about the  Partnership's
ability to continue as a going concern.  The financial statements do not include
any adjustments to reflect the possible future effects on the recoverability and
classification of assets or amounts and  classifications of liabilities that may
result from these uncertainties.

With  respect to the  Partnership's  two  apartment  complexes,  at present  the
properties  generate  sufficient  revenue to meet property  operating  expenses.
However,  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 Registrant's properties are detailed below.

Waterford Square Apartments

The Partnership has budgeted,  but is not limited to, approximately  $179,000 of
capital   improvements  at  Waterford  Square  Apartments  for  2002  consisting
primarily of floor covering and appliance replacements, cabinet upgrades and air
conditioning  unit  replacements.  As of June 30,  2002,  the property has spent
approximately  $103,000 on capital improvements  consisting primarily of cabinet
upgrades,  office computers and floor covering  replacement.  These improvements
were funded from operations.  Additional capital  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 reserves.

Fox Crest Apartments

The Partnership has budgeted,  but is not limited to, approximately  $175,000 of
capital  improvements at Fox Crest  Apartments for 2002 consisting  primarily of
roof replacement,  fencing upgrades, and floor covering replacement.  As of June
30, 2002, the property has spent approximately  $107,000 on capital improvements
consisting  primarily  of roof  replacement,  parking area  upgrades,  and floor
covering replacement. These improvements were funded from operations. Additional
capital 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 reserves.

The  additional  capital  improvements  planned  for  2002 at the  Partnership's
properties will be made only to the extent of cash available from operations and
Partnership reserves.

The existing first mortgage indebtedness,  working capital loans and amounts due
to AMIT are thought to be in excess of the value of the properties. (Pursuant to
a series of  transactions,  affiliates of the Managing  General Partner acquired
ownership  interests in AMIT as follows:  On September 17, 1998, AMIT was merged
with and into IPT;  effective  February  26,  1999,  IPT was merged  into AIMCO.
Accordingly,  AIMCO is the current  holder of the AMIT loans.) One AMIT note was
paid in full during 2001. One AMIT Note in the aggregate amount of approximately
$2,405,000 plus related accrued interest at 12.5% per annum  compounded  monthly
of  approximately  $325,000  matured  March  2002;  this note is recourse to the
Partnership  only. This loan requires  monthly  payments of excess cash flow, as
defined in the terms of the  promissory  note.  The  Partnership is currently in
default  with  respect to this note as a result of  non-payment  of interest and
principal  upon  its  maturity  in  March  2002.  It is  anticipated  that  this
indebtedness  will be repaid with  proceeds  from the sale of  Waterford  Square
Apartments  upon its sale. The  Partnership's  other  remaining note to AMIT for
approximately  $4,765,000,  plus accrued  interest at 12.5% per annum compounded
monthly,  is due March 2003 and does not require any  payments  until  maturity.
Accrued interest on this note as of June 30, 2002 is  approximately  $5,000,000.
The first  mortgage  loan  encumbering  Waterford  Square  Apartments,  which is
guaranteed by HUD, is scheduled to mature November 2027. The first mortgage loan
encumbering  Fox Crest  Apartments  is scheduled to mature in May 2003, at which
time a balloon  payment of $5,445,000  is due. The  Registrant is current in its
payments on both of these mortgages.  With respect to Fox Crest Apartments,  the
Managing General Partner will 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 Registrant will risk losing such property
through foreclosure.

For the six months  ended June 30, 2002,  Waterford  Square  Apartments,  LTD (a
limited  partnership in which the Registrant owns a 99% interest) made a surplus
cash distribution of approximately  $606,000 of which  approximately  $6,000 was
paid to the Managing  General  Partner which is the general partner of Waterford
Square  Apartments,  Ltd. For the six months ended June 30, 2001, a surplus cash
distribution of approximately $701,000 of which approximately $7,000 was paid to
the Managing  General Partner which is the general  partner of Waterford  Square
Apartments, Ltd. 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  Registrant's  cash
available for distribution is reviewed on a monthly basis. However, based on the
current default under the working capital loans, the current default of one AMIT
loan, the pending maturity of the other AMIT loan and the first mortgage loan on
Fox Crest  Apartments,  it is unlikely that a  distribution  will be made by the
Registrant in the foreseeable future.

Other

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 10,818 limited partnership units in
the Partnership  representing  24.92% of the outstanding units at June 30, 2002.
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. 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
Managing General  Partner.  Although the Managing General Partner owes fiduciary
duties to the limited partners of the Partnership,  the Managing General Partner
also owed fiduciary duties to AIMCO as its sole  Stockholder.  As a result,  the
duties of the Managing  General Partner,  as managing  general  partner,  to the
Partnership  and its limited  partners may come into conflict with the duties of
the Managing General Partner to AIMCO, as its sole stockholder.


<PAGE>



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  properties  are  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.

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.



<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 held a hearing on
plaintiffs' motion for class  certification and took the matter under submission
after further  briefing,  as ordered by the court, was submitted by the parties.
On July 10, 2002,  the Court entered an order vacating the current trial date of
January 13, 2003 (as well as the  pre-trial  and  discovery  cut-off  dates) and
stayed the case in its entirety through November 7, 2002 so that the parties can
have an opportunity to discuss settlement.

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 parties are currently in the midst of briefing that appeal.

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:


            3.1   Amended Certificate and Agreement of Limited Partnership filed
                  in Form S-11 dated  December 24, 1984  incorporated  herein by
                  reference.

            99    Certification of Chief Executive Officer and  Chief  Financial
                  Officer

      b)    Reports on Form 8-K:

            None filed during the quarter ended June 30, 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.



                                    ANGELES PARTNERS XIV


                                    By:   Angeles Realty Corporation II
                                          Managing 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: August 14, 2002


<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 Angeles  Partners XIV
(the "Partnership"),  for the quarterly period ended June 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:  August 14, 2002


                                           /s/Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  August 14, 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.