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 March 31, 2005


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


             For the transition period from _________to _________

                         Commission file number 0-15740


                RIVERSIDE PARK  ASSOCIATES  LIMITED  PARTNERSHIP
        (Exact name of small business issuer as specified in its charter)



         Delaware                                           04-2924048
(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 ___



                         PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS


                RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP

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

                                 March 31, 2005

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 692
   Receivables and deposits                                                     222
   Other assets                                                               1,075
   Investment property:
       Land                                                   $ 6,357
       Buildings and related personal property                 80,988
                                                               87,345
       Less accumulated depreciation                          (55,583)       31,762
                                                                           $ 33,751
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 123
   Tenant security deposit liabilities                                          212
   Accrued property taxes                                                       237
   Other liabilities                                                            533
   Due to affiliates (Note B)                                                   786
   Mortgage notes payable                                                    53,643

Partners' Deficit:
   General partner                                            $ (1,498)
   Limited partners (566 units issued and outstanding)         (20,285)     (21,783)
                                                                           $ 33,751


                See Accompanying Notes to Financial Statements

</TABLE>


<PAGE>





                RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP

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


<TABLE>
<CAPTION>

                                                                  Three Months Ended
                                                                       March 31,
                                                                  2005          2004
Revenues:
<S>                                                            <C>            <C>
   Rental income                                               $   3,221      $   3,079
   Other income                                                      383            363
       Total revenues                                              3,604          3,442

Expenses:
   Operating                                                       1,329          1,169
   General and administrative                                        118            121
   Depreciation                                                      969            961
   Interest                                                        1,025          1,051
   Property taxes                                                    237            212
       Total expenses                                              3,678          3,514

Net loss                                                       $     (74)     $     (72)

Net loss allocated to general partner (3%)                     $      (2)     $      (2)
Net loss allocated to limited partners (97%)                         (72)           (70)
                                                               $     (74)     $     (72)

Net loss per limited partnership unit                          $ (127.21)     $ (123.67)


                See Accompanying Notes to Financial Statements
</TABLE>



<PAGE>



                RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP

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

<TABLE>
<CAPTION>


                                     Limited
                                   Partnership     General      Limited
                                      Units        Partner      Partners      Total

<S>                                    <C>          <C>        <C>           <C>
Original capital contributions         566          $ --       $ 47,533      $ 47,533

Partners' deficit at
   December 31, 2004                   566         $(1,496)    $(20,213)     $(21,709)

Net loss for the three months
   ended March 31, 2005                 --              (2)         (72)          (74)

Partners' deficit
   at March 31, 2005                   566         $(1,498)    $(20,285)     $(21,783)


                See Accompanying Notes to Financial Statements
</TABLE>



<PAGE>




                RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP

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

                                                                 Three Months Ended
                                                                       March 31,
                                                                    2005      2004
Cash flows from operating activities:
<S>                                                             <C>          <C>
  Net loss                                                      $    (74)    $    (72)
  Adjustments to reconcile net loss to net cash
   provided by operating activities:
    Depreciation                                                     969          961
    Amortization of loan costs                                        12           12
    Change in accounts:
        Receivables and deposits                                     (16)          38
        Other assets                                                (197)        (267)
        Accounts payable                                              51         (131)
        Tenant security deposit liabilities                           (9)          (8)
        Accrued property taxes                                       237          212
        Other liabilities                                            (68)         (86)
        Due to affiliates                                             99           --
           Net cash provided by operating activities               1,004          659

Cash flows used in investing activities:
    Property improvements and replacements                          (733)        (129)

Cash flows from financing activities:
    Payments on mortgage notes payable                              (492)        (432)
    Advances from affiliate                                          337           --
           Net cash used in financing activities                    (155)        (432)

Net increase in cash and cash equivalents                            116           98

Cash and cash equivalents at beginning of period                     576          973

Cash and cash equivalents at end of period                      $    692     $  1,071

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $  1,053     $  1,039
Supplemental disclosure of non-cash activity:
  Property improvements and replacements included
    in accounts payable                                         $     68     $     --

At December  31,  2004 and 2003,  property  improvements  and  replacements  and
accounts   payable  were  adjusted  by   approximately   $314,000  and  $16,000,
respectively, for non-cash activity.

                See Accompanying Notes to Financial Statements
</TABLE>



<PAGE>






                RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)
Note A - Basis of Presentation

The  accompanying  unaudited  financial  statements of Riverside Park Associates
Limited  Partnership (the  "Partnership" or "Registrant")  have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and  with the  instructions  to Form  10-QSB  and  Item  310(b)  of
Regulation  S-B.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of AIMCO/Riverside Park Associates, GP, LLC
("AIMCO  GP"  or  the  "General  Partner"),  a  wholly-owned  subsidiary  of NHP
Management  Company  ("NHP"),  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,  2005 are not
necessarily  indicative  of the results that may be expected for the fiscal year
ending  December  31,  2005.  For further  information,  refer to the  financial
statements and footnotes thereto included in the Partnership's  Annual Report on
Form  10-KSB  for  the  year  ended  December  31,  2004.  AIMCO  GP and NHP are
affiliates of Apartment Investment and Management Company ("AIMCO"),  a publicly
traded real estate investment trust.

On December 11, 2003, NHP, a Delaware corporation, entered into a Redemption and
Contribution  Agreement (the "Agreement") with Winthrop Financial Associates,  A
Limited Partnership, a Maryland limited partnership, ("Winthrop"), which was the
previous general partner of the Partnership,  with respect to the acquisition of
its general partner interest in the Partnership (the "GP Interest").

As of the time of the  execution  of the  Agreement  and until  such time as the
transfer of the GP Interest  from  Winthrop to AIMCO GP was  effective,  NHP was
vested with the authority to, subject to certain limitations,  cause Winthrop to
take such actions as it deemed  necessary and  advisable in connection  with the
activities of the Partnership.  The transfer of the GP Interest from Winthrop to
AIMCO GP became  effective on April 30, 2004. As used herein,  the term "General
Partner" shall mean Winthrop,  with respect to matters  occurring prior to April
30, 2004 and AIMCO GP for matters occurring from and after April 30, 2004.

Note B - Transactions with Affiliated Parties

The  Partnership  has no employees and depends on NHP and its affiliates for the
management and  administration  of all Partnership  activities.  The Partnership
Agreement  provides for certain  payments to affiliates  for services based on a
percentage  of revenue and an annual  partnership  and  investor  service fee of
$110,000  subject  to a 6%  annual  increase.  For 2005  and  2004,  the  annual
partnership and investor service fee is estimated at approximately  $296,000 and
$279,000, respectively.

Affiliates of NHP receive 4% of gross receipts from the Partnership's investment
property  as  compensation  for  providing  property  management  services.  The
Partnership paid to such affiliates  approximately $144,000 and $137,000 for the
three months ended March 31, 2005 and 2004, respectively,  which are included in
operating expenses.

Affiliates  of NHP charged the  Partnership  for  reimbursement  of  accountable
administrative expenses amounting to approximately $122,000 and $112,000 for the
three months ended March 31, 2005 and 2004, respectively,  which are included in
general and  administrative  expenses and  investment  property.  These  amounts
include the annual  partnership and investor  service fee discussed  above.  The
portion of these reimbursements  included in investment properties for the three
months ended March 31, 2005 are fees related to construction management services
provided by an affiliate  of NHP of  approximately  $10,000.  There were no such
fees  incurred  during the three months ended March 31, 2004.  The  construction
management  service  fees  are  calculated  based  on a  percentage  of  current
additions to investment property. At March 31, 2005,  approximately $155,000 was
owed  to  affiliates  for  unpaid  reimbursements  and  are  included  in due to
affiliates.

In accordance with the Partnership  Agreement,  an affiliate of NHP advanced the
Partnership approximately $337,000 to fund capital improvements during the three
months ended March 31, 2005.  During the fourth quarter of 2004, an affiliate of
NHP   advanced   the   Partnership   approximately   $287,000  to  fund  capital
improvements.  Interest  accrues  at the prime  rate plus 2% (7.75% at March 31,
2005).  Interest  expense was  approximately  $7,000 for the three  months ended
March 31, 2005. At March 31, 2005,  the amount of the  outstanding  advances and
accrued  interest  was  approximately   $631,000  and  is  included  in  due  to
affiliates.  There  were  no such  advances  made  by  affiliates  of NHP to the
Partnership during the three months ended March 31, 2004.

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 NHP. During
the three months ended March 31, 2005, the  Partnership was charged by AIMCO and
its affiliates  approximately  $116,000 for hazard  insurance  coverage and fees
associated  with  policy  claims  administration.  Additional  charges  will  be
incurred by the Partnership  during 2005 as other insurance policies renew later
in  the  year.  The   Partnership  was  charged  by  AIMCO  and  its  affiliates
approximately  $156,000 for insurance  coverage and fees  associated with policy
claims administration during the year ended December 31, 2004.

Note C - Contingencies

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates of the General  Partner,  are  defendants in a lawsuit  alleging that
they 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.
The complaint  attempts to bring 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.  and  NHP
Management Company failed to compensate  maintenance  workers for time that they
were  required  to be  "on-call."  Additionally,  the  complaint  alleges  AIMCO
Properties  L.P. and NHP  Management  Company  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.  Oral argument  relating to the
certification of the collective  action is scheduled for May 12, 2005.  Although
the outcome of any  litigation is  uncertain,  AIMCO  Properties,  L.P. does not
believe that the ultimate  outcome  will have a material  adverse  effect on its
financial  condition or results of operations.  Similarly,  the General  Partner
does not believe that the ultimate  outcome will have a material  adverse effect
on the Partnership's financial condition or results of 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.

Environmental

Various  Federal,  state and local laws subject  property owners or operators to
liability for management,  and the costs of removal or  remediation,  of certain
hazardous  substances  present on a property.  Such laws often impose  liability
without regard to whether the owner or operator knew of, or was responsible for,
the release or presence of the  hazardous  substances.  The  presence of, or the
failure to manage or remedy properly,  hazardous substances may adversely affect
occupancy at affected  apartment  communities and the ability to sell or finance
affected properties.  In addition to the costs associated with investigation and
remediation  actions brought by government  agencies,  the presence of hazardous
substances  on a  property  could  result in claims by  private  plaintiffs  for
personal injury,  disease,  disability or other  infirmities.  Various laws also
impose  liability for the cost of removal,  remediation or disposal of hazardous
substances  through a  licensed  disposal  or  treatment  facility.  Anyone  who
arranges for the disposal or treatment of hazardous  substances  is  potentially
liable  under such laws.  These laws often impose  liability  whether or not the
person arranging for the disposal ever owned or operated the disposal  facility.
In connection with the ownership and operation of its property,  the Partnership
could  potentially be liable for  environmental  liabilities or costs associated
with its property.

Mold

The Partnership is aware of lawsuits  against owners and managers of multifamily
properties asserting claims of personal injury and property damage caused by the
presence of mold, some of which have resulted in substantial  monetary judgments
or settlements. The Partnership has only limited insurance coverage for property
damage loss claims  arising from the  presence of mold and for  personal  injury
claims related to mold exposure.  Affiliates of NHP have  implemented a national
policy and  procedures to prevent or eliminate  mold from its properties and NHP
believes that these measures will eliminate,  or at least minimize,  the effects
that mold could have on residents. To date, the Partnership has not incurred any
material  costs or  liabilities  relating to claims of mold exposure or to abate
mold  conditions.  Because the law  regarding  mold is unsettled  and subject to
change NHP can make no assurance that liabilities resulting from the presence of
or exposure to mold will not have a material adverse effect on the Partnership's
financial condition or results of operations.

SEC Investigation

The  Central  Regional  Office of the  United  States  Securities  and  Exchange
Commission (the "SEC") is conducting a formal investigation  relating to certain
matters.  Although  the staff of the SEC is not limited in the areas that it may
investigate,   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,
capitalization of payroll and certain other costs, and tax credit  transactions.
At the end of the first quarter of 2005, the SEC added certain tender offers for
limited partnership interests as an area of investigation.  AIMCO is cooperating
fully.  AIMCO is not able to predict  when the  investigation  will be resolved.
AIMCO does not believe  that the ultimate  outcome will have a material  adverse
effect  on its  consolidated  financial  condition  or  results  of  operations.
Similarly,  NHP does not believe that the ultimate  outcome will have a material
adverse effect on the Partnership's  consolidated financial condition or results
of operations.

<PAGE>

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  sole  asset  is a 1,229  unit  apartment  complex  known  as
Riverside Park Apartments located in Fairfax County, Virginia. Average occupancy
for each of the three months ended March 31, 2005 and 2004 was 94%.

The  Partnership's  financial  results depend 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,  NHP monitors the rental market  environment of its investment
properties  to assess  the  feasibility  of  increasing  rents,  maintaining  or
increasing  occupancy  levels and protecting the  Partnership  from increases in
expenses. As part of this plan, NHP 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,  NHP  may  use  rental
concessions and rental rate reductions to offset  softening  market  conditions;
accordingly, there is no guarantee that NHP 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
affect the Partnership's financial results.

Results of Operations

The  Partnership's  net loss for the  three  months  ended  March  31,  2005 was
approximately $74,000 as compared to a net loss of approximately $72,000 for the
three months ended March 31, 2004. Net loss remained  relatively  constant as an
increase in total  expenses  was offset by an increase  in total  revenues.  The
increase in total  expenses is due to increases in operating,  depreciation  and
property  tax  expenses,  partially  offset by a decrease in  interest  expense.
General  and  administrative  expenses  remained  relatively  constant  for  the
comparable  periods.  The increase in operating  expenses is primarily due to an
increase in payroll related and utility expenses, partially offset by a decrease
in  contract  maintenance  expense  at the  Partnership's  investment  property.
Depreciation  expense  increased  as  a  result  of  property  improvements  and
replacements  placed into service at the property during the past twelve months.
Property  tax  expense  increased  primarily  as a result of an  increase in the
assessed  value of the  property.  The  decrease in  interest  expense is due to
scheduled  principal  payments  resulting  in a lower  carrying  balance  of the
mortgages encumbering the property,  partially offset by an increase in interest
expense  on  advances  from  an  affiliate  of  NHP.  Included  in  general  and
administrative  expenses  for the three months ended March 31, 2005 and 2004 are
the  management  reimbursements  to NHP and its  affiliates as allowed under the
Partnership  Agreement and the annual  partnership  and investor  service fee 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  for the three months ended March 31, 2005
and 2004.

The  increase  in total  revenues is due to  increases  in both rental and other
income.  The increase in rental  income is  primarily  due to an increase in the
average  rental rate at the  Partnership's  investment  property.  Other  income
increased  primarily  due  to an  increase  in  utility  reimbursements  at  the
property.

Liquidity and Capital Resources

At  March  31,  2005,  the  Partnership   had  cash  and  cash   equivalents  of
approximately $692,000,  compared to approximately $1,071,000 at March 31, 2004.
The  increase  in cash and cash  equivalents  of  approximately  $116,000,  from
December  31,  2004,  is due to  approximately  $1,004,000  of cash  provided by
operating activities, partially offset by approximately $733,000 of cash used in
investing  activities  and  approximately  $155,000  of cash  used in  financing
activities. Cash used in investing activities consisted of property improvements
and  replacements.  Cash used in financing  activities  consisted of payments of
principal  made  on  the  mortgages  encumbering  the  Partnership's  investment
property,  partially  offset by advances from affiliates of NHP. 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.  For example,  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.

During  the  three  months  ended  March 31,  2005,  the  Partnership  completed
approximately  $487,000  of capital  improvements  at the  property,  consisting
primarily  of  structural  improvements,  water  heater  upgrades,  interior and
exterior  building   improvements,   and  floor  covering   replacement.   These
improvements  were funded from operations and advances from an affiliate of NHP.
The  Partnership  regularly  evaluates  the  capital  improvement  needs  of the
property during the year. The Partnership expects to begin a major redevelopment
project  at the  property  in order  for it to  remain  competitive  with  other
properties  in the  Fairfax  area.  Based on current  redevelopment  plans,  NHP
expects to begin the  redevelopment  in June 2005 with an  estimated  completion
date of  February  2009  at a  total  cost  of  approximately  $76,000,000.  The
redevelopment  is expected to consist of renovation  and  appliance  upgrades to
each  unit  and  the  addition  of a  new  clubhouse  and  fitness  center.  The
Partnership  expects to fund the redevelopment from operations and advances from
an affiliate of NHP. Certain other routine capital  expenditures are anticipated
during the  remainder  of 2005.  Such  capital  expenditures  will depend on the
physical condition of the property as well as anticipated cash flow generated by
the property.

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

The  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive  of capital  improvements)  of the  Partnership.  The first  mortgage
indebtedness  of  approximately  $44,932,000 is being  amortized over 240 months
until the loan matures on July 1, 2020 at which time the loan is scheduled to be
fully amortized. The second mortgage indebtedness of approximately $8,711,000 is
being amortized over 214 months until the loan matures on July 1, 2020, at which
time the loan is scheduled to be fully amortized.

There were no  distributions  paid to the partners during the three months ended
March 31, 2005 or 2004. Future cash  distributions  will depend on the levels of
cash  generated  from   operations,   refinancing   and/or  property  sale.  The
Partnership's  cash available for  distribution  is reviewed on a monthly basis.
There  can  be  no  assurance,  however,  that  the  Partnership  will  generate
sufficient funds from operations  after required capital  expenditures to permit
any  distributions  to its partners  during the  remainder of 2005 or subsequent
periods.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 382.91 limited  partnership  units
(the "Units") in the Partnership representing 67.65% of the outstanding Units at
March 31, 2005. 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.  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.  As a result  of its  ownership  of 67.65% of the
outstanding  Units,  AIMCO and its  affiliates  are in a position to control all
voting decisions with respect to the  Partnership.  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 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.
The Partnership will offer rental concessions during particularly slow months or
in response  to heavy  competition  from other  similar  complexes  in the area.
Rental income attributable to leases, net of any concessions, is recognized on a
straight-line  basis over the term of the lease.  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.



<PAGE>


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.
(b)

<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates of the General  Partner,  are  defendants in a lawsuit  alleging that
they 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.
The complaint  attempts to bring 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.  and  NHP
Management Company failed to compensate  maintenance  workers for time that they
were  required  to be  "on-call."  Additionally,  the  complaint  alleges  AIMCO
Properties  L.P. and NHP  Management  Company  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.  Oral argument  relating to the
certification of the collective  action is scheduled for May 12, 2005.  Although
the outcome of any  litigation is  uncertain,  AIMCO  Properties,  L.P. does not
believe that the ultimate  outcome  will have a material  adverse  effect on its
financial  condition or results of operations.  Similarly,  the General  Partner
does not believe that the ultimate  outcome will have a material  adverse effect
on the Partnership's financial condition or results of operations.

ITEM 5.     OTHER INFORMATION

            None.

ITEM 6.     EXHIBITS

            See Exhibit Index.


<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.



                                     RIVERSIDE PARK ASSOCIATES LIMITED
                                     PARTNERSHIP


                                    By:   AIMCO/RIVERSIDE PARK ASSOCIATES GP,
                                          LLC, A DELAWARE LIMITED LIABILITY
                                          COMPANY,
                                          General Partner

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

                                    By:   /s/Stephen B. Waters
                                           Stephen B. Waters
                                           Vice President

                                    Date: May 11, 2005


<PAGE>


                RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP

                                Index to Exhibits


Exhibit


3.1   Riverside Park Associates Limited Partnership Amended and Restated Limited
      Partnership Agreement,  dated July 15, 1986;  incorporated by reference to
      the Exhibits to the Registrant's  Registration Statement on Form 10, filed
      on April 29, 1987. (Commission Partnership file number 0-15740).

3.2   Certificate of Limited  Partnership of Riverside Park  Associates  Limited
      Partnership,  filed with the  Secretary of State of Delaware May 14, 1986;
      incorporated  by  reference  to the  exhibits to the  Registrant's  Annual
      Report filed on Form 10-K on March 30, 1988.

3.3   Amendment to Amended and Restated Partnership  Agreement of Riverside Park
      Associates  Limited  Partnership  dated August 23, 1995;  incorporated  by
      reference to the Exhibits to the Registrant's  Annual Report filed on Form
      10KSB, filed on March 31, 1998.

10(e) Multifamily  Note dated June 29, 2000,  between  Riverside Park Associates
      Limited Partnership,  a Delaware limited partnership,  and Reilly Mortgage
      Group, Inc., a District of Columbia corporation. Incorporated by reference
      to the Exhibits to the Registrant's  Annual Report filed on Form 10-KSB on
      March 28, 2001.

10(f) Multifamily  Note dated  August 2, 2002,  by and  between  Riverside  Park
      Associates Limited Partnership and Reilly Mortgage Group, Inc., a District
      of Columbia corporation;  incorporated by reference to the Exhibits to the
      Registrant's Quarterly Report filed on Form 10-QSB, on August 14, 2002.

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




<PAGE>


Exhibit 31.1

                                  CERTIFICATION


I, Martha L. Long, certify that:


1.    I have reviewed  this  quarterly  report on Form 10-QSB of Riverside  Park
      Associates Limited Partnership;

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 small  business  issuer as of, and for, the periods  presented in this
      report;

4.    The  small  business  issuer'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 small business issuer 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
            small business issuer, 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  small  business   issuer'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 small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer'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 small business  issuer'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 small  business
            issuer's internal control over financial reporting.

Date:  May 11, 2005

                                    /s/Martha L. Long
                                    Martha L. Long
                                    Senior  Vice  President  of  AIMCO/Riverside
                                    Park  Associates GP, LLC,  equivalent of the
                                    chief executive officer of the Partnership


<PAGE>




Exhibit 31.2


                                  CERTIFICATION


I, Stephen B. Waters, certify that:


1.    I have reviewed  this  quarterly  report on Form 10-QSB of Riverside  Park
      Associates Limited Partnership;

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 small  business  issuer as of, and for, the periods  presented in this
      report;

4.    The  small  business  issuer'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 small business issuer 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
            small business issuer, 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  small  business   issuer'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 small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer'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 small business  issuer'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 small  business
            issuer's internal control over financial reporting.

Date:  May 11, 2005

                                    /s/Stephen B. Waters
                                    Stephen B. Waters
                                    Vice  President  of   AIMCO/Riverside   Park
                                    Associates GP, LLC,  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  Riverside  Park
Associates  Limited  Partnership (the  "Partnership"),  for the quarterly period
ended March 31, 2005 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 Stephen B. Waters, 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 11, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  May 11, 2005


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.