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

                                   Form 10-QSB

(Mark One)

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

                For the quarterly period ended March 31, 2004


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


             For the transition period from _________to _________

                         Commission file number 0-14570


                             MCCOMBS REALTY PARTNERS
             (Exact Name of Registrant 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)

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS


                             MCCOMBS REALTY PARTNERS

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

                                 March 31, 2004
<TABLE>
<CAPTION>

Assets
<S>                                                                      <C>
   Cash and cash equivalents                                             $     56
   Receivables and deposits                                                    59
   Restricted escrow                                                          136
   Other assets                                                                93
   Investment property:
       Land                                               $    499
       Buildings and related personal property               6,208
                                                             6,707
       Less accumulated depreciation                        (4,866)         1,841
                                                                         $  2,185
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                      $     94
   Tenant security deposit liabilities                                         35
   Accrued property taxes                                                      27
   Other liabilities                                                           92
   Due to affiliates (Note C)                                                 124
   Mortgage note payable                                                    5,273

Partners' Deficit
   General partner                                        $     (1)
   Limited partners (17,172.43 units
      issued and outstanding)                               (3,459)        (3,460)
                                                                         $  2,185


         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>

                             MCCOMBS REALTY PARTNERS

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

<TABLE>
<CAPTION>

                                                               Three Months Ended
                                                                    March 31,
                                                               2004          2003
Revenues:
<S>                                                          <C>          <C>
   Rental income                                             $  336       $  298
   Other income                                                  39           37
   Casualty gain (Note D)                                        --           15
       Total revenues                                           375          350

Expenses:
   Operating                                                    185          147
   General and administrative                                    32           31
   Depreciation                                                  68           67
   Interest                                                     113          114
   Property taxes                                                27           25
       Total expenses                                           425          384

Net loss                                                     $  (50)      $  (34)

Net loss allocated to general partner                        $   --       $   --
Net loss allocated to limited partners                          (50)         (34)
                                                             $  (50)      $  (34)

Net loss per limited partnership unit                        $(2.91)      $(1.98)


         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, 2003                17,172.43    $    (1)    $ (3,409)   $  (3,410)

Net loss for the three months
   Ended March 31, 2004                    --         --          (50)         (50)

Partners' deficit
   at March 31, 2004                17,172.43      $ (1)     $ (3,459)    $ (3,460)


         See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>

                             MCCOMBS REALTY PARTNERS

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

                                                                 Three Months Ended
                                                                       March 31,
                                                                   2004        2003
Cash flows from operating activities:
<S>                                                               <C>         <C>
  Net loss                                                        $ (50)      $ (34)
  Adjustments to reconcile net loss to net cash
     (used in) provided by operating activities:
     Depreciation                                                    68          67
     Amortization of loan costs                                       5           5
     Casualty gain                                                   --         (15)
     Change in accounts:
       Receivables and deposits                                      --           4
       Other assets                                                 (38)         (2)
       Accounts payable                                              (8)         13
       Tenant security deposit liabilities                            1           4
       Accrued property taxes                                       (79)         25
       Other liabilities                                             28          50
       Due to affiliates                                             20          --
         Net cash (used in) provided by operating activities        (53)        117

Cash flows from investing activities:
  Insurance proceeds received                                        --          26
  Property improvements and replacements                             (8)        (92)
  Net deposits to restricted escrows                                (17)        (17)
         Net cash used in investing activities                      (25)        (83)

Cash flows from financing activities:
  Payments on mortgage note payable                                 (23)        (21)
  Advance from affiliate                                             25          --
         Net cash provided by (used in) financing activities          2         (21)

Net (decrease) increase in cash and cash equivalents                (76)         13

Cash and cash equivalents at beginning of period                    132          82

Cash and cash equivalents at end of period                        $ 56        $ 95

Supplemental disclosure of cash flow information:
  Cash paid for interest                                          $ 107       $ 109
Supplemental disclosure of non-cash activity:
  Property improvements and replacements included in
   accounts payable                                               $ 28        $ --

         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 month
period ended March 31, 2004 are not  necessarily  indicative of the results that
may be expected  for the fiscal  year  ending  December  31,  2004.  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,  2003.  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 1, 3, and 4 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 year ended  December  31, 2002 in  accordance  with
number 1 above. In addition,  approximately  $32,000 was distributed from recent
operations during the year ended December 31, 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.

Affiliates of the General  Partner are 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  $18,000 and $16,000 for the three months ended March 31, 2004 and
2003, respectively, which is included in operating expenses.

Affiliates  of the General  Partner were  eligible to receive  reimbursement  of
accountable  administrative  expenses  amounting  to  approximately  $19,000 and
$18,000 for the three months ended March 31, 2004 and 2003, respectively,  which
are included in general and administrative  expenses.  Approximately  $99,000 in
reimbursement of accountable  administrative expenses was owed at March 31, 2004
and is included in due to affiliates.

During the three  months  ended  March 31,  2004,  an  affiliate  of the General
Partner advanced the Partnership  approximately  $25,000 to pay audit fees. This
advance  bears  interest  at the prime  rate plus 2% (6.00% at March 31,  2004).
Interest expense for the three months ended March 31, 2004 was less than $1,000.
At March 31,  2004,  the total  outstanding  advances  and accrued  interest was
approximately  $25,000 and is included in due to affiliates.  There were no such
advances made by the General Partner to the Partnership  during the three months
ended March 31, 2003.

The  Partnership  insures 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  2004,  the  Partnership  anticipates  its cost  for  insurance
coverage and fees associated with policy claims administration provided by AIMCO
and its affiliates will be  approximately  $15,000.  The Partnership was charged
approximately $23,000 for 2003.

Note D - Casualty Event

In October 2002, a fire occurred at Lakewood at Pelham, which resulted in damage
to the laundry area. The property  incurred  damages of  approximately  $41,000.
Insurance  proceeds of  approximately  $26,000  were  received  during the three
months  ended  March  31,  2003 to cover  the  damages.  After  writing  off the
undepreciated  cost  of  the  damaged  asset  of  approximately   $11,000,   the
Partnership  realized a casualty gain of  approximately  $15,000 from this event
during the three months ended March 31, 2003.

Note E - Contingencies

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the General  Partner,
was served with a Complaint in the United  States  District  Court,  District of
Columbia alleging that AIMCO Properties L.P.  willfully  violated the Fair Labor
Standards  Act (FLSA) by failing to pay  maintenance  workers  overtime  for all
hours worked in excess of forty per week. On March 5, 2004  Plaintiffs  filed an
amended complaint also naming NHP Management Company, which is also an affiliate
of the General Partner. The Complaint is styled as a Collective Action under the
FLSA and seeks to certify state  subclasses  in  California,  Maryland,  and the
District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties
L.P. failed to compensate  maintenance  workers for time that they were required
to be "on-call".  Additionally,  the Complaint  alleges  AIMCO  Properties  L.P.
failed to comply with the FLSA in compensating maintenance workers for time that
they worked in responding to a call while  "on-call".  The Defendants have filed
an  answer  to  the  Amended  Complaint  denying  the  substantive  allegations.
Discovery is currently underway.

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

The  Partnership  is unaware  of any other  pending  or  outstanding  litigation
matters involving it or its investment property that are not of a routine nature
arising in the ordinary course of business.

Pursuant to a formal order of investigation received by AIMCO on March 29, 2004,
the  Central  Regional  Office of the  United  States  Securities  and  Exchange
Commission is conducting an  investigation  relating to certain  matters.  AIMCO
believes the areas of investigation  include AIMCO's  miscalculated  monthly net
rental  income  figures in third  quarter 2003,  forecasted  guidance,  accounts
payable,  rent concessions,  vendor rebates,  and capitalization of expenses and
payroll.  AIMCO is cooperating  fully.  AIMCO does not believe that the ultimate
outcome  will  have a  material  adverse  effect on its  consolidated  financial
condition  or results of  operations  taken as a whole.  Similarly,  the General
Partner does not believe that the ultimate  outcome will have a material adverse
effect on the  Partnership's  consolidated  financial  condition  or  results of
operations taken as a whole.

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

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.  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;  litigation,  including  costs  associated  with  prosecuting  and
defending  claims  and  any  adverse   outcomes,   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 three
months ended March 31, 2004 and 2003:

                                                   Average Occupancy
      Property                                      2004       2003

      Lakewood at Pelham                            97%        85%
        Greenville, South Carolina

The General  Partner  attributes the increase in occupancy at Lakewood at Pelham
to resident retention efforts and new marketing strategies.

The  Partnership's  financial  results  are  dependent  upon a number of factors
including  the  ability  to  attract  and  maintain  tenants  at the  investment
property,  interest  rates on  mortgage  loans,  costs  incurred  to operate the
investment  property,  general economic  conditions and weather.  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,  the General Partner may use rental  concessions and
rental rate reductions to offset softening market conditions, accordingly, there
is no  guarantee  that the General  Partner will be able to sustain such a plan.
Further,  a number of factors  which are outside the control of the  Partnership
such as the local  economic  climate  and weather can  adversely  or  positively
impact the Partnership's financial results.

Results of Operations

The  Partnership's  net loss for the  three  months  ended  March  31,  2004 was
approximately $50,000 as compared to a net loss of approximately $34,000 for the
three  months  ended  March  31,  2003.  The  increase  in net loss is due to an
increase in total expenses,  partially  offset by an increase in total revenues.
The  increase in total  expenses is due to an  increase in  operating  expenses.
General and administrative,  depreciation,  interest,  and property tax expenses
remained  relatively  constant  for the  comparable  periods.  The  increase  in
operating  expenses is primarily  due to increases  in  maintenance  and payroll
related expenses at the Partnership's  investment property.  Included in general
and  administrative  expenses for the three months ended March 31, 2004 and 2003
are  management  reimbursements  to the  General  Partner as  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 in general and
administrative expenses.

The increase in total revenues is due to an increase in rental income  partially
offset by the recognition of a casualty gain during 2003.  Other income remained
relatively constant for the comparable periods. The increase in rental income is
due to the increase in occupancy,  partially offset by a decrease in the average
rental  rate,  at Lakewood  at Pelham.  The  casualty  gain was the result of an
October 2002 fire which  occurred at Lakewood at Pelham.  The property  incurred
damages of approximately  $41,000.  Insurance proceeds of approximately  $26,000
were received during the three months ended March 31, 2003 to cover the damages.
After writing off the  undepreciated  cost of the damaged asset of approximately
$11,000, the Partnership realized a casualty gain of approximately  $15,000 from
this event during the three months ended March 31, 2003.

Liquidity and Capital Resources

At  March  31,  2004,  the  Partnership   had  cash  and  cash   equivalents  of
approximately $56,000,  compared to approximately $95,000 at March 31, 2003. The
decrease in cash and cash  equivalents of approximately  $76,000,  from December
31, 2003, is due to approximately  $53,000 of cash used in operating  activities
and approximately $25,000 of cash used in investing activities, partially offset
by approximately $2,000 of cash provided by financing  activities.  Cash used in
investing activities consisted of property improvements and replacements and net
deposits to an escrow account  maintained by the mortgage lender.  Cash provided
by financing activities consisted of an advance from an affiliate of the General
Partner,  partially  offset  by  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.

During  the  three  months  ended  March 31,  2004,  the  Partnership  completed
approximately $36,000 of capital improvements at Lakewood at Pelham,  consisting
primarily of appliance and floor covering replacements.  These improvements were
funded from operations.  The Partnership evaluates the capital improvement needs
of the property during the year and currently  expects to complete an additional
$113,000  in capital  improvements  during  the  remainder  of 2004.  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  expenditures will be incurred only if cash is available
from operations or from Partnership  reserves.  To the extent that such budgeted
capital improvements are completed,  the Partnership's  distributable cash flow,
if any, may be adversely affected at least in the short term.

The  mortgage  indebtedness  encumbering  Lakewood  at Pelham  of  approximately
$5,273,000  is  being  amortized  over  30  years  with  a  balloon  payment  of
approximately  $5,151,000  due July 2005.  The 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
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 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 1, 3, and 4 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 year ended December 31, 2002 in accordance with number 1
above. In addition, approximately $32,000 was distributed from operations during
the year ended December 31, 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 3,716.5 limited  partnership  units
(the "Units") in the Partnership representing 21.64% of the outstanding Units at
March 31, 2004. 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 in exchange for cash or a combination of cash and
units in AIMCO  Properties,  L.P., the operating  partnership  of AIMCO,  either
through private purchases or tender offers. In this regard, on December 3, 2003,
AIMCO  Properties,  L.P.,  commenced a tender offer to acquire 7,355 Units for a
purchase  price of $10.00 per Unit.  Such offer  expired on April 9, 2004.  As a
result,  AIMCO Properties,  L.P., acquired 702 Units,  representing 4.09% of the
total  outstanding  Units.  Pursuant to the Partnership  Agreement,  unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters  that  include,  but are not  limited  to,  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

The  Partnership's  investment  property is recorded at cost,  less  accumulated
depreciation,  unless considered impaired.  If events or circumstances  indicate
that the carrying amount of the 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  property.  These factors include, but are not limited
to,  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 impairment of the Partnership's
asset.

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  evaluates all accounts receivable from residents and establishes an
allowance, after the application of security deposits, for accounts greater than
30 days past due on current tenants and all receivables due from former tenants.
The Partnership will offer rental concessions during particularly slow months or
in response to heavy  competition from other similar  complexes in the area. Any
concessions  given at the inception of the lease are amortized  over the life of
the lease.

ITEM 3.     CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures.  The Partnership's management,  with the
participation of 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,  has evaluated
the  effectiveness of the Partnership's  disclosure  controls and procedures (as
such term is defined  in Rules  13a-15(e)  and  15d-15(e)  under the  Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act")) as of the end of the
period covered by this report. Based on such evaluation, 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  concluded  that, as of the end of such
period, the Partnership's disclosure controls and procedures are effective.

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fiscal quarter to which this report relates that have  materially  affected,  or
are reasonably likely to materially affect,  the Partnership's  internal control
over financial reporting.

                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the General  Partner,
was served with a Complaint in the United  States  District  Court,  District of
Columbia alleging that AIMCO Properties L.P.  willfully  violated the Fair Labor
Standards  Act (FLSA) by failing to pay  maintenance  workers  overtime  for all
hours worked in excess of forty per week. On March 5, 2004  Plaintiffs  filed an
amended complaint also naming NHP Management Company, which is also an affiliate
of the General Partner. The Complaint is styled as a Collective Action under the
FLSA and seeks to certify state  subclasses  in  California,  Maryland,  and the
District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties
L.P. failed to compensate  maintenance  workers for time that they were required
to be "on-call".  Additionally,  the Complaint  alleges  AIMCO  Properties  L.P.
failed to comply with the FLSA in compensating maintenance workers for time that
they worked in responding to a call while  "on-call".  The Defendants have filed
an  answer  to  the  Amended  Complaint  denying  the  substantive  allegations.
Discovery is currently underway.

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

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 31.1,  Certification  of equivalent of Chief Executive
                  Officer   pursuant   to   Securities    Exchange   Act   Rules
                  13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.

                  Exhibit 31.2,  Certification  of equivalent of Chief Financial
                  Officer   pursuant   to   Securities    Exchange   Act   Rules
                  13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the
                  Sarbanes-Oxley Act of 2002.

                  Exhibit  32.1,  Certification  Pursuant  to 18 U.S.C.  Section
                  1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002.

            b) Reports on Form 8-K:

                  None filed during the quarter ended March 31, 2004.


<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/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President


                                    By:   /s/Thomas M. Herzog
                                           Thomas M. Herzog
                                           Senior Vice President
                                           and Chief Accounting Officer


                                    Date: May 13, 2004


<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


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

2.    Based on my knowledge,  this 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
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  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 report;

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

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  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 report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

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

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and


      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.


Date: May 13, 2004

                                    /s/Martha L. Long
                                    Martha L. Long
                                    Senior Vice  President of CRPTEX,
                                    Inc.,  equivalent  of  the  chief
                                    executive    officer    of    the
                                    Partnership


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Thomas M. Herzog, certify that:


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

2.    Based on my knowledge,  this 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
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  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 report;

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

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  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 report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

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

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.

Date: May 13, 2004

                                    /s/Thomas M. Herzog
                                    Thomas M. Herzog
                                    Senior  Vice  President  and  Chief
                                    Accounting   Officer   of   CRPTEX,
                                    Inc.,   equivalent   of  the  chief
                                    financial     officer     of    the
                                    Partnership


<PAGE>


Exhibit 32.1


                          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 March 31, 2004 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  Martha L. Long, as the equivalent of the chief executive  officer of
the Partnership,  and Thomas M. Herzog, 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/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  May 13, 2004

                                           /s/Thomas M. Herzog
                                    Name:  Thomas M. Herzog
                                    Date:  May 13, 2004

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