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 September 30, 2007





[ ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT





For the transition period from _________to _________



Commission file number 0-14570





MCCOMBS REALTY PARTNERS

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







California

33-0068732

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)



55 Beattie Place, PO Box 1089

Greenville, South Carolina  29602

(Address of principal executive offices)



(864) 239-1000

(Issuer's telephone number)





Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X  No ___



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes __ No  X_







PART I  FINANCIAL INFORMATION



ITEM 1.

FINANCIAL STATEMENTS







MCCOMBS REALTY PARTNERS



CONSOLIDATED STATEMENT OF NET ASSETS IN LIQUIDATION

(Unaudited)

(in thousands)



September 30, 2007





|                                                 |  |         
|------------------------------------------------ |  | --------
|Assets                                           |  |         
|Cash and cash equivalents                        |  | $    756
|Receivables and deposits                         |  | 20      
|                                                 |  | 776     
|Liabilities                                      |  |         
|Accounts payable                                 |  | 53      
|Estimated costs during the period of liquidation |  | 62      
|                                                 |  | 115     
|Net assets in liquidation                        |  | $661    





See Accompanying Notes to Consolidated Financial Statements









MCCOMBS REALTY PARTNERS

CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION

(Unaudited)

(in thousands)





|                                                     |                           
|---------------------------------------------------- | --------------------------
|                                                     |                           
|                                                     | For the Three Months Ended
|                                                     | September 30, 2007        
|                                                     |                           
|Net assets in liquidation at July 1, 2007            | $  3,671                  
|                                                     |                           
|Interest income                                      | 8                         
|                                                     |                           
|Adjustment to estimated costs to be incurred through |                           
|June 30, 2008                                        | (8)                       
|                                                     |                           
|Costs incurred during liquidation period             | (14)                      
|                                                     |                           
|Distributions to partners                            | (2,996)                   
|                                                     |                           
|Net assets in liquidation at September 30, 2007      | $661                      





See Accompanying Notes to Consolidated Financial Statements















MCCOMBS REALTY PARTNERS



CONSOLIDATED STATEMENTS OF DISCONTINUED OPERATIONS

(Unaudited)

(in thousands, except per unit data)



|                              |                  |                    |                   
|----------------------------- | ---------------- | ------------------ | ------------------
|                              |                  |                    |                   
|                              | Six Months Ended | Three Months Ended | Nine Months Ended 
|                              | June 30, 2007    | September 30, 2006 | September 30, 2006
|Income from continuing        | $     --         | $    --            | $    --           
|operations                    |                  |                    |                   
|Loss from discontinued        |                  |                    |                   
|operations (Note A):          |                  |                    |                   
|Revenues                      |                  |                    |                   
|Rental income                 | 706              | 348                | 965               
|Other income                  | 116              | 54                 | 147               
|Total revenues                | 822              | 402                | 1,112             
|                              |                  |                    |                   
|Expenses                      |                  |                    |                   
|Operating                     | 495              | 219                | 654               
|General and administrative    | 57               | 25                 | 89                
|Depreciation                  | 154              | 73                 | 213               
|Interest                      | 302              | 150                | 429               
|Property taxes                | 36               | 18                 | 55                
|Total expenses                | 1,044            | 485                | 1,440             
|                              |                  |                    |                   
|Loss from discontinued        |                  |                    |                   
|operations                    | (222)            | (83)               | (328)             
|                              |                  |                    |                   
|Gain on sale of discontinued  |                  |                    |                   
|operations (Note C)           | 8,623            | --                 | --                
|                              |                  |                    |                   
|Net income (loss)             | $8,401           | $(83)              | $(328)            
|                              |                  |                    |                   
|Net income (loss) allocated   |                  |                    |                   
|to general partner            | $      1         | $    --            | $    --           
|Net income (loss) allocated   |                  |                    |                   
|to limited partners           | 8,400            | (83)               | (328)             
|                              | $8,401           | $(83)              | $(328)            
|Per limited partnership unit: |                  |                    |                   
|Loss from discontinued        |                  |                    |                   
|operations                    | $ (12.94)        | $ (4.84)           | $(19.11)          
|Gain on sale of discontinued  |                  |                    |                   
|operations                    | 502.57           | --                 | --                
|Net income (loss) per limited |                  |                    |                   
|partnership unit              | $489.63          | $(4.84)            | $(19.11)          
|                              |                  |                    |                   



See Accompanying Notes to Consolidated Financial Statements













MCCOMBS REALTY PARTNERS



CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL/NET

ASSETS IN LIQUDATION

(Unaudited)

(in thousands, except unit data)





|                                |             |         |           |         
|------------------------------- | ----------- | ------- | --------- | --------
|                                | Limited     |         |          
|                                | Partnership | General | Limited   |         
|                                | Units       | Partner | Partners  | Total   
|                                |             |         |           |         
|Partners' deficit               |             |         |           |         
|at December 31, 2006            | 17,155.93   | $   (1) | $ (4,650) | $(4,651)
|                                |             |         |           |         
|Net income for the six months   |             |         |           |         
|ended June 30, 2007             | --          | 1       | 8,400     | 8,401   
|                                |             |         |           |         
|Partners' capital               |             |         |           |         
|at June 30, 2007                | 17,155.93   | $--     | $3,750    | 3,750   
|                                |             |         |           |         
|Adjustment to liquidation basis |             |         |           |         
|(Note B)                        |             |         |           | (79)    
|                                |             |         |           |         
|Net assets in liquidation at    |             |         |           |         
|June 30, 2007                   |             |         |           | $3,671  







See Accompanying Notes to Consolidated Financial Statements











MCCOMBS REALTY PARTNERS

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)



|                                                   |                  |                   
|-------------------------------------------------- | ---------------- | ------------------
|                                                   | Six Months Ended | Nine Months Ended 
|                                                   | June 30, 2007    | September 30, 2006
|Cash flows from operating activities:              |                  |                   
|Net income (loss )                                 | $  8,401         | $ (328)           
|Adjustments to reconcile net income (loss) to net  |                  |                   
|cash (used in) provided by operating activities    |                  |                   
|Depreciation                                       | 154              | 213               
|Amortization of loan costs                         | 22               | 43                
|Bad debt expense                                   | 19               | 35                
|Loss on extinguishment of debt                     | 3                | --                
|Gain on sale of discontinued operations            | (8,623)          | --                
|Change in accounts:                                |                  |                   
|Receivables and deposits                           | (23)             | (103)             
|Other assets                                       | 35               | (8)               
|Accounts payable                                   | 63               | 3                 
|Tenant security deposit liabilities                | (50)             | 15                
|Accrued property taxes                             | --               | 55                
|Other liabilities                                  | (65)             | 9                 
|Due to affiliates                                  | (221)            | 185               
|Net cash (used in) provided by operating           |                  |                   
|activities                                         | (285)            | 119               
|                                                   |                  |                   
|Cash flows from investing activities:              |                  |                   
|Property improvements and replacements             | (97)             | (165)             
|Net withdrawals from (deposits to) restricted      |                  |                   
|escrows                                            | 92               | (15)              
|Net proceeds from sale of discontinued operations  | 10,298           | --                
|Net cash provided by (used in) investing           |                  |                   
|activities                                         | 10,293           | (180)             
|                                                   |                  |                   
|Cash flows from financing activities:              |                  |                   
|Repayment of mortgage note payable                 | (4,350)          | --                
|Repayment of advances from affiliate               | (1,647)          | --                
|Advances from affiliate                            | --               | 64                
|Net cash (used in) provided by financing           |                  |                   
|activities                                         | (5,997)          | 64                
|                                                   |                  |                   
|Net increase in cash and cash equivalents          | 4,011            | 3                 
|Cash and cash equivalents at beginning of period   | 93               | 16                
|Cash and cash equivalents at end of period         | $4,104           | $19               
|                                                   |                  |                   
|Supplemental disclosure of cash flow information:  |                  |                   
|Cash paid for interest                             | $532             | $240              
|                                                   |                  |                   
|Supplemental disclosure of non-cash activity:      |                  |                   
|Property improvements and replacements included in |                  |                   
|accounts payable                                   | $16              | $25               



Included in property improvements and replacements for the six months ended June 30, 2007 and the nine months ended September 30, 2006 are approximately $37,000 and $22,000, respectively, of property improvements and replacements, which were included in accounts payable at December 31, 2006 and 2005, respectively.



See Accompanying Notes to Consolidated Financial Statements











MCCOMBS REALTY PARTNERS



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



Note A  Basis of Presentation



As of June 30, 2007, McCombs Realty Partners (the Partnership or Registrant) adopted the liquidation basis of accounting due to the sale of its remaining investment property (as discussed in Note C  Disposition of Investment Property). The general partner responsible for management of the Partnerships business is CRPTEX, Inc., a Texas corporation (the General Partner). The General Partner is a subsidiary of Apartment Investment and Management Company (AIMCO), a publicly traded real estate investment trust.



As a result of the decision to liquidate the Partnership, the Partnership changed its basis of accounting for its consolidated financial statements at June 30, 2007, to the liquidation basis of accounting.  Consequently, assets have been valued at estimated net realizable value and liabilities are presented at their estimated settlement amounts, including estimated costs associated with carrying out the liquidation of the Partnership. The valuation of assets and liabilities necessarily requires many estimates and assumptions and there are substantial uncertainties in carrying out the liquidation. The actual realization of assets and settlement of liabilities could be higher or lower than amounts indicated and is based upon the General Partners estimates as of the date of the consolidated financial statements.



The General Partner estimates that the liquidation process will be completed by June 30, 2008.  Because the success in realization of assets and the settlement of liabilities, is based on the General Partners best estimates, the liquidation period may be shorter than projected or it may be extended beyond the projected date of liquidation.



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.  In the opinion of the General Partner, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  For further information, refer to the consolidated financial statements and footnotes included in the Partnerships Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006.



In accordance with Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the accompanying consolidated statements of discontinued operations for the six months ended June 30, 2007 and the three and nine months ended September 30, 2006 are presented to reflect the operations of the Partnerships investment property as discontinued operations as a result of the sale of the investment property on June 29, 2007.



Note B  Adjustment to Liquidation Basis of Accounting



In accordance with the liquidation basis of accounting, at June 30, 2007, assets were adjusted to their estimated net realizable value and liabilities were adjusted to their estimated settlement amount. The net adjustment required to convert to the liquidation basis of accounting was a decrease in net assets of approximately $79,000, which is included in the Consolidated Statement of Changes in Partners (Deficit) Capital/Net Assets in Liquidation. The net adjustments are summarized as follows:



|                                                |                       
|----------------------------------------------- | ----------------------
|                                                | Decrease in Net Assets
|                                                | (in thousands)        
|                                                |                       
|Adjustment of other assets and liabilities, net | $79                   













Note C  Disposition of Investment Property



On June 29, 2007, the Partnership sold its last remaining investment property, Lakewood at Pelham Apartments, to a third party. In addition to Lakewood at Pelham Apartments, affiliates of the third party also purchased nine other apartment properties; all of which were owned by entities affiliated with AIMCO Properties, L.P., an affiliate of the General Partner of the Partnership. The total sales price for all ten apartment properties was $95,800,000 of which $10,350,000 represents the portion of the sales price allocated to Lakewood at Pelham Apartments.



The net proceeds realized by the Partnership for Lakewood at Pelham Apartments were approximately $10,298,000 after payment of closing costs.  The Partnership used approximately $4,350,000 of the net proceeds to repay the mortgage encumbering the property.  The Partnership realized a gain of approximately $8,623,000 as a result of the sale during the six months ended June 30, 2007.  The propertys operations of approximately $222,000 and $328,000 are shown as loss from discontinued operations and include revenues of approximately $822,000 and $1,112,000 for the six months ended June 30, 2007 and the nine months ended September 30, 2006, respectively. In addition, the Partnership recorded a loss on extinguishment of debt of approximately $3,000 as a result of the write-off of unamortized loan costs during the six months ended June 30, 2007.  This amount is included in interest expense on the accompanying consolidated statement of discontinued operations for the six months ended June 30, 2007.



Note D  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 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 was 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 believed that it was 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.



During the nine months ended September 30, 2007, the Partnership distributed approximately $2,996,000 of sales proceeds to the limited partners in accordance with numbers 1, 3 and 4 above. The distribution was allocated among both the contributing and non-contributing limited partners in the amount of approximately $2,636,000 ($179.17 per unit) and $360,000 ($147.41 per unit) respectively.



Note E - Transactions with Affiliated Parties



The Partnership has no employees and depends 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 received 5% of gross receipts from the Partnership's investment property as compensation for providing property management services.  The Partnership paid to such affiliates approximately $41,000 and $54,000 for the six months ended June 30, 2007 and the nine months ended September 30, 2006, respectively, which are included in operating expenses.



Affiliates of the General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $47,000 and $38,000 for the nine months ended September 30, 2007 and 2006, respectively, which are included in estimated costs to liquidate and general and administrative expenses.  During the three months ended September 30, 2007, the Partnership paid approximately $377,000 of previously accrued reimbursements with proceeds from the sale of its investment property.



In accordance with the Partnership Agreement, during the nine months ended September 30, 2006 an affiliate of the General Partner advanced the Partnership approximately $64,000 to fund operating expenses. There were no such advances during the six months ended June 30, 2007.  Advances bear interest at the prime rate plus 2%.  Interest expense for the six months ended June 30, 2007 and the nine months ended September 30, 2006 was approximately $99,000 and $131,000, respectively. During the six months ended June 30, 2007, advances and accrued interest of approximately $2,013,000 were repaid. There were no such payments during the nine months ended September 30, 2006.



The Partnership insured 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, general liability and vehicle liability.  The Partnership insured its property above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the General Partner. During the nine months ended September 30, 2007 and 2006, the Partnership was charged by AIMCO and its affiliates approximately $59,000 and $44,000, respectively, for insurance coverage and fees associated with policy claims administration.



Note F - Contingencies



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







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; 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.



As of June 30, 2007, the Partnership adopted the liquidation basis of accounting, due to the sale of its remaining investment property, Lakewood at Pelham Apartments, on June 29, 2007.



On June 29, 2007, the Partnership sold its last remaining investment property, Lakewood at Pelham Apartments, to a third party. In addition to Lakewood at Pelham Apartments, affiliates of the third party also purchased nine other apartment properties; all of which were owned by entities affiliated with AIMCO Properties, L.P., an affiliate of the General Partner of the Partnership. The total sales price for all ten apartment properties was $95,800,000 of which $10,350,000 represents the portion of the sales price allocated to Lakewood at Pelham Apartments.



The net proceeds realized by the Partnership for Lakewood at Pelham Apartments were approximately $10,298,000 after payment of closing costs.  The Partnership used approximately $4,350,000 of the net proceeds to repay the mortgage encumbering the property.  The Partnership realized a gain of approximately $8,623,000 as a result of the sale during the six months ended June 30, 2007.  The propertys operations of approximately $222,000 and $328,000 are shown as loss from discontinued operations and include revenues of approximately $822,000 and $1,112,000 for the six months ended June 30, 2007 and the nine months ended September 30, 2006, respectively. In addition, the Partnership recorded a loss on extinguishment of debt of approximately $3,000 as a result of the write-off of unamortized loan costs during the six months ended June 30, 2007.  This amount is included in interest expense on the accompanying consolidated statement of discontinued operations for the six months ended June 30, 2007.



As a result of the decision to liquidate the Partnership, the Partnership changed its basis of accounting for its consolidated financial statements at June 30, 2007, to the liquidation basis of accounting.  Consequently, assets have been valued at estimated net realizable value and liabilities are presented at their estimated settlement amounts, including estimated costs associated with carrying out the liquidation of the Partnership. The valuation of assets and liabilities necessarily requires many estimates and assumptions and there are substantial uncertainties in carrying out the liquidation. The actual realization of assets and settlement of liabilities could be higher or lower than amounts indicated and is based upon the General Partners estimates as of the date of the consolidated financial statements.



During the three months ended September 30, 2007, net assets in liquidation decreased by approximately $3,010,000. The decrease in net assets in liquidation is primarily due to a distribution to partners, and to a lesser extent, an increase in the estimated costs to liquidate and additional costs incurred, partially offset by interest income received.  The increase in estimated costs to be incurred during the period of liquidation is due to an increase in the estimated costs to prepare the audit and tax returns of the Partnership.



The consolidated statement of net assets in liquidation as of September 30, 2007 includes approximately $62,000 of costs that the General Partner estimates will be incurred during the period of liquidation, based on the assumption that the liquidation process will be completed by June 30, 2008. Because the success in realization of assets and the settlement of liabilities is based on the General Partners best estimates, the liquidation period may be shorter than projected or it may be extended beyond June 30, 2008, the projected date of liquidation.



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 was 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 believed that it was 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.



During the nine months ended September 30, 2007, the Partnership distributed approximately $2,996,000 of sales proceeds to the limited partners in accordance with numbers 1, 3 and 4 above. The distribution was allocated among both the contributing and non-contributing limited partners in the amount of approximately $2,636,000 ($179.17 per unit) and $360,000 ($147.41 per unit), respectively. There were no distributions paid during the nine months ended September 30, 2006. The Partnerships cash available for distribution will be reviewed on a quarterly basis. Future cash distributions will depend on the amount of cash remaining after fully liquidating the Partnership.



Other



In addition to its indirect ownership of the general partner interests in the Partnership, AIMCO and its affiliates owned 4,558.50 limited partnership units (the Units) in the Partnership representing 26.57% of the outstanding Units at September 30, 2007. A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. 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.



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 5.

OTHER INFORMATION



None.



ITEM 6.

EXHIBITS



See Exhibit Index.













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           
|                       |                           
|Date: November 8, 2007 | By:   /s/Martha L. Long   
|                       | Martha L. Long            
|                       | Senior Vice President     
|                       |                           
|Date: November 8, 2007 | By:   /s/Stephen B. Waters
|                       | Stephen B. Waters         
|                       | Vice President            













McCOMBS REALTY PARTNERS



EXHIBIT INDEX



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.

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.



10.2

Loan Agreement dated May 27, 2005 between Pelham Place, L.P., a South Carolina limited partnership and GMAC Commercial Mortgage Bank, (incorporated by reference to the Registrants Current Report on Form 8-K dated May 27, 2005).



10.3

Promissory Note A dated May 27, 2005 between Pelham Place, L.P., a South Carolina limited partnership and GMAC Commercial Mortgage Bank, (incorporated by reference to the Registrants Current Report on Form 8-K dated May 27, 2005).



10.4

Promissory Note B dated May 27, 2005 between Pelham Place, L.P., a South Carolina limited partnership and GMAC Commercial Mortgage Bank, (incorporated by reference to the Registrants Current Report on Form 8-K dated May 27, 2005).



10.5

Guaranty dated May 27, 2005 by AIMCO Properties, L.P., for the benefit of GMAC Commercial Mortgage Bank, (incorporated by reference to the Registrants Current Report on Form 8-K dated May 27, 2005).



10.6

Rate Cap Provider  Consent and Acknowledgement dated May 27, 2005 by and among GMAC Commercial Mortgage Bank, Pelham Place, L.P., a South Carolina Limited Partnership, and SMBC, (incorporated by reference to the Registrants Current Report on Form 8-K dated May 27, 2005).



10.7

Purchase and Sale Contract between Pelham Place Limited Partnership, a South Carolina limited partnership, and the affiliated Selling Partnerships and Northview Realty Group, Inc., a Canadian corporation, dated May 23, 2007. (incorporated by reference to the Registrants Current Report on Form 8-K dated May 23, 2007).



10.8

Amendment to Purchase and Sale Contract between Pelham Place Limited Partnership, a South Carolina limited partnership, and the affiliated Selling Partnerships and Northview Realty Group, Inc., a Canadian corporation, dated June 5, 2007. (incorporated by reference to the Registrants Current Report on Form 8-K dated June 13, 2007).



10.9

Second Amendment to Purchase and Sale Contract between Pelham Place Limited Partnership, a South Carolina limited partnership, and the affiliated Selling Partnerships and Northview Realty Group, Inc., a Canadian Corporation, dated June 6, 2007. (incorporated by reference to the Registrants Current Report on Form 8-K dated June 13, 2007).



10.10

Third Amendment to and Reinstatement of Purchase and Sale Contract between Pelham Place Limited Partnership, a South Carolina limited partnership, and the affiliated Selling Partnerships and Northview Realty Group, Inc., a Canadian corporation, dated June 15, 2007. (incorporated by reference to the Registrants Current Report on Form 8-K dated June 13, 2007).



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.



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.



32.1

Certification of equivalent of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.