FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                        Quarterly or Transitional Report

                      U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

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

                    For the quarterly period ended June 30, 2000


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


                For the transition period from _________to _________

                         Commission file number 0-15740

                  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  preceding  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___

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

a)

                   RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP

                                  BALANCE SHEET

                                   (Unaudited)

                          (in thousands, except unit data)

                                  June 30, 2000
<TABLE>
<CAPTION>

Assets

<S>                                                                         <C>
   Cash and cash equivalents                                                $ 6,165
   Receivables and deposits                                                   2,109
   Other assets                                                                 859
   Investment property:
       Land                                                   $ 6,357
       Buildings and related personal property                 71,425
                                                               77,782
       Less accumulated depreciation                          (38,729)       39,053
                                                                           $ 48,186

Liabilities and Partners' Deficit
Liabilities

   Accounts payable                                                          $   95
   Tenant security deposit liabilities                                          227
   Accrued property taxes                                                       402
   Other liabilities                                                            228
   Mortgage note payable                                                     51,000

Partners' Deficit:
   General partner                                             $(1,246)
   Limited partners (566 units issued and outstanding)          (2,520)      (3,766)
                                                                           $ 48,186
</TABLE>

                   See Accompanying Notes to Financial Statements

<PAGE>

b)

                   RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP

                            STATEMENTS OF OPERATIONS

                                   (Unaudited)

                          (in thousands, except unit data)

<TABLE>
<CAPTION>

                                             Three Months Ended       Six Months Ended
                                                  June 30,                June 30,
                                              2000        1999        2000        1999
Revenues:
<S>                                          <C>         <C>         <C>         <C>
  Rental income                              $ 3,001     $ 2,704     $ 5,953     $ 5,358
  Other income                                   529         249         908         475
      Total revenues                           3,530       2,953       6,861       5,833

Expenses:
  Operating                                    1,257         983       2,449       2,025
  General and administrative                     130         106         213         185
  Depreciation                                   804         687       1,590       1,374
  Interest expense                             1,004         957       2,103       1,974
  Property taxes                                 200         198         408         397
      Total expenses                           3,395       2,931       6,763       5,955

Income (loss) before extraordinary item          135          22          98        (122)
Extraordinary loss on early
  extinguishment of debt                        (453)         --        (453)         --

Net (loss) income                            $  (318)       $ 22      $ (355)     $ (122)

Net (loss) income allocated to general
  partner (3%)                                $  (10)       $  1       $ (11)      $  (4)
Net (loss) income allocated to
  limited partners (97%)                        (308)         21        (344)       (118)

                                             $  (318)      $  22      $ (355)     $ (122)
Per limited partnership unit:
  Income (loss) before extraordinary
   item                                       231.55       37.10      167.95     (208.48)
  Extraordinary loss on early
   extinguishment of debt                    (775.72)         --     (775.72)         --

Net (loss) income                           $(544.17)    $ 37.10    $(607.77)   $(208.48)

Distribution per limited partnership unit   $     --     $    --    $1,353.36     $   --

</TABLE>

                   See Accompanying Notes to Financial Statements


<PAGE>


c)

                   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, 1999                   566       $(1,211)     $(1,410)     $(2,621)

Distribution to partners                --           (24)        (766)        (790)

Net loss for the six months
   ended June 30, 2000                  --           (11)        (344)        (355)

Partners' deficit at
   June 30, 2000                       566       $(1,246)     $(2,520)     $(3,766)
</TABLE>

                   See Accompanying Notes to Financial Statements


<PAGE>

d)
                   RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP

                            STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                                   (in thousands)
<TABLE>
<CAPTION>

                                                                  Six Months Ended
                                                                        June 30,

                                                                  2000        1999
Cash flows from operating activities:

<S>                                                              <C>         <C>
  Net loss                                                       $ (355)     $  (122)
  Adjustments to reconcile net loss to net cash provided
   by operating activities:
    Depreciation                                                   1,590       1,374
    Amortization of loan costs                                       172         172
    Extraordinary loss on early extinguishment of debt               453          --
    Change in accounts:
      Receivables and deposits                                    (1,749)       (347)
      Other assets                                                   (10)        (77)
      Accounts payable                                               (43)       (105)
      Tenant security deposit liabilities                             (4)          4
      Accrued property taxes                                         402         397
      Other liabilities                                             (250)       (187)
       Net cash provided by operating activities                     206       1,109

Cash flows from investing activities:

  Property improvements and replacements                          (1,130)       (485)
  Net withdrawals from restricted escrows                             92         580
       Net cash (used in) provided by investing activities        (1,038)         95

Cash flows from financing activities:

  Payments on mortgage note payable                                 (381)       (337)
  Repayment of mortgage note payable                             (44,442)         --
  Proceeds from mortgage note payable                             51,000          --
  Loan costs paid                                                   (782)         --
  Prepayment penalties paid                                         (612)         --
  Distribution to partners                                          (790)         --
       Net cash provided by (used in) financing activities         3,993        (337)

Net increase in cash and cash equivalents                          3,161         867

Cash and cash equivalents at beginning of period                   3,004       2,078

Cash and cash equivalents at end of period                      $ 6,165      $ 2,945

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $ 1,885      $ 1,802
</TABLE>

                   See Accompanying Notes to Financial Statements


<PAGE>

e)

                   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 Winthrop Financial Associates, A Limited
Partnership (the "General Partner"), the general partner of the Partnership, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair  presentation  have been included.  Operating results for the three and six
month periods ended June 30, 2000 are not necessarily  indicative of the results
that may be expected for the fiscal year ending  December 31, 2000.  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,
1999.

Certain  reclassifications  have been made to the 1999 information to conform to
the 2000 presentation.

Note B - Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment  Investment and Management Company  ("AIMCO"),  a publicly
traded real estate investment trust, with AIMCO being the surviving  corporation
(the "Insignia  Merger").  As a result,  AIMCO acquired control of the associate
general  partner of the  General  Partner.  Pursuant  to the terms of the Second
Amended and Restated  Agreement of Limited  Partnership of the General  Partner,
the associate general partner has the right to cause the General Partner to take
such  action as it deems  necessary  in  connection  with the  operation  of the
Partnership.  The General Partner does not believe that this transaction has had
or will have a material effect on the affairs and operations of the Partnership.

On  February  26,  1999,  the  interest  of the  associate  general  partner was
transferred to NHP Management Company ("NHP"), an affiliate of AIMCO.

Note C - Transactions with Affiliated Parties

The  Partnership has no employees and is dependent 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.  The following  transactions  with NHP
and/or its affiliates were incurred during each of the six months ended June 30,
2000 and 1999:

                                                                  2000      1999
                                                                  (in thousands)

 Property management fees (included in operating expenses)        $272      $234
 Reimbursement for services of affiliates and investor
   service fees (included in general and administrative
   expenses and investment properties)                             235       161

<PAGE>

During  the six  months  ended June 30,  2000 and 1999,  affiliates  of NHP were
entitled  to  receive 4% of gross  receipts  from the  Partnership's  investment
property for providing  property  management  services.  The Partnership paid to
such  affiliates  approximately  $272,000  and $234,000 for the six months ended
June 30, 2000 and 1999, respectively.

An  affiliate  of NHP  received  reimbursements  of  accountable  administrative
expenses  amounting  to  approximately  $235,000 and $161,000 for the six months
ended June 30, 2000 and 1999, respectively.

AIMCO and its affiliates currently own 291.3301 limited partnership units in the
Partnership representing approximately 51.47% of the outstanding units. A number
of these units were  acquired  pursuant to tender offers made by AIMCO or its or
the General  Partner's  affiliates.  It is possible that AIMCO or its affiliates
will  make  one  or  more  additional  offers  to  acquire   additional  limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating partnership of AIMCO. Under the Partnership Agreement, unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters. As a result of its ownership of approximately  51.47% of the
outstanding units, AIMCO is in a position to influence all voting decisions with
respect to the Registrant. When voting on matters, AIMCO would in all likelihood
vote the Units it acquired in a manner  favorable to the interest of the General
Partner because of their affiliation with the General Partner.

Note D - Extraordinary Loss on Early Extinguishment of Debt

On June 29, 2000,  the  Partnership  refinanced  its mortgage  note payable with
Reilly Mortgage Group, Inc. The refinancing  replaced  mortgage  indebtedness of
approximately  $44,442,000 with a new mortgage of $51,000,000.  The mortgage was
refinanced  at a rate of 7.64%  compared  to the prior rate of 30 day LIBOR plus
2.75% (9.44% at June 30, 2000).  Payments of  approximately  $415,000 are due on
the first day of each month until the loan matures on July 1, 2020 at which time
the loan  will be fully  amortized.  Capitalized  loan  costs  incurred  for the
refinancing were approximately $782,000.  Under the terms of the loan agreement,
the Partnership was going to be required to pay a repayment fee to the lender of
$470,000 upon  maturity,  prepayment  or after  acceleration,  and as such,  the
Partnership  was accruing this amount over the life of the loan. At the time the
loan  was  repaid  the  Partnership  had  accrued  approximately  $345,000.  The
difference  between  the  accrual  and the fee paid of  approximately  $125,000,
additional  prepayment penalties of approximately  $142,000 and the write-off of
unamortized  loan costs of approximately  $186,000  resulted in an extraordinary
loss on early extinguishment of debt of approximately $453,000.

Note E - Distributions

During the six months  ended June 30, 2000 the  Partnership  declared and paid a
distribution from operations of approximately $790,000  (approximately  $766,000
to  the  limited  partners  or  $1,353.36  per  limited  partnership  unit).  No
distributions were declared or paid during the six months ended June 30, 1999.

Note F - Segment Reporting

Description  of the types of products  and  services  from which the  reportable
segment  derives its  revenues:  The  Partnership  has one  reportable  segment:
residential properties.  The Partnership's residential property segment consists
of one apartment  complex located in Fairfax County,  Virginia.  The Partnership
rents apartment  units to tenants for terms that are typically  twelve months or
less.

Measurement  of segment profit or loss: The  Partnership  evaluates  performance
based on segment profit (loss) before  depreciation.  The accounting policies of
the reportable  segment are the same as those of the Partnership as described in
the  Partnership's  Annual  Report on Form  10-KSB  for the  fiscal  year  ended
December 31, 1999.

Segment  information  for the three and six months ended June 30, 2000 and 1999,
is shown in the  following  tables.  The  "Other"  column  includes  partnership
administration  related  items and  income  and  expense  not  allocated  to the
reportable segment.

      Three months ended June 30, 2000         Residential     Other      Totals
                                                         (in thousands)

Rental income                                  $ 3,001       $   --     $ 3,001
Other income                                       529           --         529
Interest expense                                 1,004           --       1,004
Depreciation                                       804           --         804
General and administrative expense                  --          130         130
Extraordinary loss on early extinguishment
  of debt                                         (453)          --        (453)
Segment loss                                      (188)        (130)       (318)

       Six months ended June 30, 2000          Residential     Other      Totals
                                                         (in thousands)

Rental income                                  $ 5,953       $   --     $ 5,953
Other income                                       908           --         908
Interest expense                                 2,103           --       2,103
Depreciation                                     1,590           --       1,590
General and administrative expense                  --          213         213
Extraordinary loss on early extinguishment
  of debt                                         (453)          --        (453)
Segment loss                                      (142)        (213)       (355)
Total assets                                    48,186           --      48,186
Capital expenditures for investment
  property                                       1,130           --       1,130

       Three months ended June 30, 1999        Residential     Other      Totals
                                                         (in thousands)

Rental income                                  $ 2,704       $   --     $ 2,704
Other income                                       249           --         249
Interest expense                                   957           --         957
Depreciation                                       687           --         687
General and administrative expense                  --          106         106
Segment profit (loss)                              128         (106)         22

       Six months ended June 30, 1999         Residential     Other      Totals
                                                         (in thousands)

Rental income                                  $ 5,358       $   --     $ 5,358
Other income                                       463           12         475
Interest expense                                 1,974           --       1,974
Depreciation                                     1,374           --       1,374
General and administrative expense                  --          185         185
Segment profit (loss)                               51         (173)       (122)
Total assets                                    41,914        2,029      43,943
Capital expenditures for investment
  property                                          485          --         485

<PAGE>

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

The  matters  discussed  in this Form  10-QSB  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions,   competitive  and  regulatory   matters,   etc.)  detailed  in  the
disclosures  contained  in this  Form  10-QSB  and the  other  filings  with the
Securities and Exchange  Commission made by the  Partnership  from time to time.
The  discussion  of  the  Partnership's  business  and  results  of  operations,
including  forward-looking  statements pertaining to such matters, does not take
into  account  the  effects of any  changes to the  Partnership's  business  and
results of operations.  Accordingly, actual results could differ materially from
those  projected in the  forward-looking  statements  as a result of a number of
factors, including those identified herein.

The  Partnership's  sole  asset  is a 1,229  unit  apartment  complex  known  as
Riverside Park located in Fairfax  County,  Virginia.  The property is leased to
tenants subject to leases of up to one year. Average occupancy for the first six
months of 2000 was 99%  compared  to 96% for the  corresponding  period in 1999.
Occupancy increased  primarily due to a more aggressive  marketing program and a
stronger local economy.

Results of Operations

The  Partnership's  net loss for the six  months  ended  June 30,  2000  totaled
approximately  $355,000 as compared to a net loss of approximately  $122,000 for
the  corresponding  period of 1999. The Partnership  realized a net loss for the
three  months  ended June 30,  2000 of  approximately  $318,000  compared to net
income of  approximately  $22,000 for the three months ended June 30, 1999.  The
increase in net loss for the three and six month periods ended June 30, 2000 was
primarily  due to an  extraordinary  loss  on  early  extinguishment  of debt as
discussed below. Income before the extraordinary loss on early extinguishment of
debt for the three and six months ended June 30, 2000 was approximately $135,000
and $98,000,  respectively, as compared to a net income of approximately $22,000
and a net loss of approximately $122,000 for the three and six months ended June
30, 1999.

The increase in net income before the  extraordinary  loss for the three and six
months  ended June 30, 2000 is  attributable  to an increase in total  revenues,
partially offset by an increase in total expenses.  Total revenues increased due
to increases in rental income and other income. The increase in rental income is
primarily the result of an increase in occupancy and average rental rates at the
property.  Other income increased primarily due to an increase in utility income
and  reimbursements,  corporate  housing  income,  which is a new program at the
property,  and an  increase in  interest  income due to higher cash  balances in
interest bearing accounts, partially offset by a decrease in laundry income.

The increase in total  expenses is due to increases in operating,  depreciation,
interest  and general and  administrative  expenses.  The  increase in operating
expense is due to an increase in employee bonuses,  utility expenses,  corporate
housing  expenses,  and property  management  fees due to the increase in rental
revenue. The increase in depreciation expense is primarily attributable to fixed
assets placed in service during the last twelve months. The increase in interest
expense is due to an  increase  in the  variable  interest  rate  charged on the
Partnership's  variable  rate mortgage loan during the six months ended June 30,
2000. The increase in general and administrative  expenses is due to an increase
in general  partner  reimbursements  and an  increase in  professional  services
necessary  to operate the  Partnership.  Included in general and  administrative
expense for the six months  ended June 30, 2000 and 1999 are  reimbursements  to
the associate general partner allowed under the Partnership Agreement associated
with its management of the Partnership.  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.

<PAGE>

As part of the ongoing  business plan of the  Partnership,  the General  Partner
monitors the rental market environment of its investment  property to assess the
feasibility of increasing rents,  maintaining or increasing occupancy levels and
protecting the Partnership from increases in expenses. As part of this plan, the
General  Partner  attempts  to  protect  the  Partnership  from  the  burden  of
inflation-related  increases in expenses by increasing  rents and  maintaining a
high overall occupancy level. However, due to changing market conditions,  which
can  result in the use of rental  concessions  and rental  reductions  to offset
softening market conditions, there is no guarantee that the General Partner will
be able to sustain such a plan.

Liquidity and Capital Resources

At  June  30,  2000,  the  Partnership   held  cash  and  cash   equivalents  of
approximately $6,165,000, compared to approximately $2,945,000 at June 30, 1999.
Cash and cash equivalents increased approximately  $3,161,000 for the six months
ended June 30, 2000 from the  Partnership's  year ended December 31, 1999.  This
net  increase  was due to  approximately  $3,993,000  of net  cash  provided  by
financing activities,  and approximately  $206,000 of cash provided by operating
activities,  partially  offset  by  approximately  $1,038,000  of  cash  used in
investing  activities.  Cash provided by financing  activities  consisted of the
proceeds from the new loan on the Partnership's  investment property,  partially
offset by the repayment of the mortgage encumbering the Partnership's investment
property,  distributions  to the partners,  loan costs and prepayment  penalties
paid  and  payments  of  principle   made  on  the  mortgage   encumbering   the
Partnership's  investment property.  Cash used in investing activities consisted
primarily of property improvements and replacements,  which was partially offset
by net withdrawals from restricted escrows.  The Partnership invests its working
capital reserves in money market accounts.

On June 29, 2000,  the  Partnership  refinanced  its mortgage  note payable with
Reilly Mortgage Group, Inc. The refinancing  replaced  mortgage  indebtedness of
approximately  $44,442,000 with a new mortgage of $51,000,000.  The mortgage was
refinanced  at a rate of 7.64%  compared  to the prior rate of 30 day LIBOR plus
2.75% (9.44% at June 30, 2000).  Payments of  approximately  $415,000 are due on
the first day of each month until the loan matures on July 1, 2020 at which time
the loan  will be fully  amortized.  Capitalized  loan  costs  incurred  for the
refinancing were approximately $782,000.  Under the terms of the loan agreement,
the Partnership was going to be required to pay a repayment fee to the lender of
$470,000 upon  maturity,  prepayment  or after  acceleration,  and as such,  the
Partnership  was accruing this amount over the life of the loan. At the time the
loan  was  repaid  the  Partnership  had  accrued  approximately  $345,000.  The
difference  between  the  accrual  and the fee paid of  approximately  $125,000,
additional  prepayment penalties of approximately  $142,000 and the write-off of
unamortized  loan costs of approximately  $186,000  resulted in an extraordinary
loss on early extinguishment of debt of approximately $453,000.

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.  Capital  improvements planned for
the Partnership's investment property are as follows.

During  the  six  months  ended  June  30,  2000,   the   Partnership   expended
approximately  $1,130,000  for  capital  improvements  and  replacements  at its
investment property, consisting primarily of structural improvements,  appliance
replacements, carpet and vinyl replacements, air conditioning upgrades, interior
decoration improvements, and parking area improvements.  These improvements were
funded from  operating  cash flow.  The  Partnership  has  budgeted,  but is not
limited to, capital  improvements  of  approximately  $3,587,000 for 2000 at the
property  which  consist  of  structural   improvements,   interior   decoration
improvements,  exterior building painting, parking lot improvements,  carpet and
vinyl replacements, air conditioning upgrades, and ground lighting improvements.

The additional  capital  expenditures will be incurred only if cash is available
from operations or from  Partnership  reserves.  To the extent that such 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  currently  thought  to be  sufficient  for  any
near-term needs  (exclusive of capital  improvements)  of the  Partnership.  The
mortgage  indebtedness of approximately  $51,000,000 bears interest at a rate of
7.64% and is due to mature on July 1, 2020.

During the six months  ended June 30, 2000 the  Partnership  declared and paid a
distribution from operations of approximately $790,000  (approximately  $766,000
to  the  limited  partners  or  $1,353.36  per  limited  partnership  unit).  No
distributions  were  declared or paid during the six months ended June 30, 1999.
The  Partnership's  distribution  policy is reviewed on an annual basis.  Future
cash  distributions  will  depend  on the  levels  of net  cash  generated  from
operations,  the availability of cash reserves, and timing of the debt maturity,
refinancing  and/or sale of the property.  There can be no  assurance,  however,
that the  Partnership  will  generate  sufficient  funds from  operations  after
required  capital  expenditures to permit further  distributions to its partners
during the remainder of 2000 or subsequent periods.

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  Exhibit 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.

                  Exhibit 27, Financial Data Schedule, is filed as an exhibit to
                  this report.

            b)    Reports on Form 8-K:

                  None filed during the quarter ended June 30, 2000.

<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:   WINTHROP FINANCIAL ASSOCIATES,
                                          A LIMITED PARTNERSHIP
                                          General Partner

                                    By:   NHP Management Company,
                                          Associate General Partner

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

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

                                    Date:

<PAGE>
                                                                  Exhibit 10 (e)

                                                        FHLMC Loan No. 002684780

                                MULTIFAMILY NOTE

                                  (MULTISTATE)

US $51,000,000.00                                      As of June 29, 2000


      FOR VALUE RECEIVED, the undersigned ("Borrower") jointly and severally (if
more than one) promises to pay to the order of REILLY  MORTGAGE  GROUP,  INC., a
District of Columbia  corporation,  the principal  sum of Fifty-One  Million and
00/100  Dollars  (US  $51,000,000.00),  with  interest  on the unpaid  principal
balance at the annual rate of seven and six hundred  forty  thousandths  percent
(7.640%).

1. Defined  Terms.  As used in this Note, (i) the term "Lender" means the holder
of this Note, and (ii) the term "Indebtedness"  means the principal of, interest
on,  or any  other  amounts  due at any time  under,  this  Note,  the  Security
Instrument  or any other Loan  Document,  including  prepayment  premiums,  late
charges,  default interest, and advances to protect the security of the Security
Instrument under Section 12 of the Security  Instrument.  "Event of Default" and
other  capitalized  terms  used but not  defined  in this  Note  shall  have the
meanings given to such terms in the Security Instrument.

2.  Address for  Payment.  All  payments due under this Note shall be payable at
2000 Corporate Ridge, Suite 925, McLean,  Virginia 22102, or such other place as
may be designated by written notice to Borrower from or on behalf of Lender.

3. Payment of Principal  and Interest.  Principal and interest  shall be paid as
follows:

(a) Unless  disbursement of principal is made by Lender to Borrower on the first
day of the month,  interest for the period beginning on the date of disbursement
and ending on and including the last day of the month in which such disbursement
is made  shall be  payable  simultaneously  with  the  execution  of this  Note.
Interest  under  this Note  shall be  computed  on the  basis of a 360-day  year
consisting of twelve 30-day months.

(b)  Consecutive  monthly  installments  of principal and interest,  each in the
amount of Four  Hundred  Fifteen  Thousand  Two Hundred  Twenty-Nine  and 41/100
Dollars  (US  $415,229.41),  shall be  payable  on the first  day of each  month
beginning on August 1, 2000, until the entire unpaid principal balance evidenced
by this Note is fully paid. Any accrued interest  remaining past due for 30 days
or more shall be added to and become  part of the unpaid  principal  balance and
shall  bear  interest  at the  rate or rates  specified  in this  Note,  and any
reference below to "accrued  interest" shall refer to accrued interest which has
not become part of the unpaid  principal  balance.  Any remaining  principal and
interest  shall be due and  payable  on July 1, 2020 or on any  earlier  date on
which the unpaid  principal  balance of this Note  becomes due and  payable,  by
acceleration or otherwise (the "Maturity  Date").  The unpaid principal  balance
shall  continue to bear interest after the Maturity Date at the Default Rate set
forth in this Note until and including the date on which it is paid in full.

(c) Any regularly  scheduled monthly  installment of principal and interest that
is  received  by Lender  before  the date it is due shall be deemed to have been
received on the due date solely for the purpose of calculating interest due.

4.  Application of Payments.  If at any time Lender  receives,  from Borrower or
otherwise,  any amount  applicable  to the  Indebtedness  which is less than all
amounts due and payable at such time,  Lender may apply that  payment to amounts
then due and  payable in any manner and in any order  determined  by Lender,  in
Lender's  discretion.  Borrower  agrees that neither  Lender's  acceptance  of a
payment  from  Borrower in an amount that is less than all amounts  then due and
payable nor Lender's  application of such payment shall  constitute or be deemed
to  constitute  either  a  waiver  of  the  unpaid  amounts  or  an  accord  and
satisfaction.

5. Security.  The Indebtedness is secured,  among other things, by a multifamily
mortgage, deed to secure debt or deed of trust dated as of the date of this Note
(the "Security  Instrument"),  and reference is made to the Security  Instrument
for other rights of Lender as to collateral for the Indebtedness.

6.  Acceleration.  If an Event of Default has  occurred and is  continuing,  the
entire unpaid principal  balance,  any accrued interest,  the prepayment premium
payable under  Paragraph  10, if any, and all other  amounts  payable under this
Note and any other Loan  Document  shall at once become due and payable,  at the
option of Lender, without any prior notice to Borrower. Lender may exercise this
option to accelerate regardless of any prior forbearance.

7. Late  Charge.  If any  monthly  amount  payable  under this Note or under the
Security  Instrument or any other Loan Document is not received by Lender within
ten (10) days after the amount is due, Borrower shall pay to Lender, immediately
and without  demand by Lender,  a late charge equal to five percent (5%) of such
amount.  Borrower  acknowledges  that its failure to make timely  payments  will
cause Lender to incur  additional  expenses in servicing and processing the loan
evidenced  by this Note (the  "Loan"),  and that it is extremely  difficult  and
impractical to determine  those  additional  expenses.  Borrower agrees that the
late charge payable pursuant to this Paragraph  represents a fair and reasonable
estimate,  taking into  account all  circumstances  existing on the date of this
Note,  of the  additional  expenses  Lender  will  incur by  reason of such late
payment.  The late  charge is  payable in  addition  to, and not in lieu of, any
interest payable at the Default Rate pursuant to Paragraph 8.

8. Default Rate. So long as (a) any monthly  installment under this Note remains
past due for 30 days or more, or (b) any other Event of Default has occurred and
is  continuing,  interest  under this Note shall accrue on the unpaid  principal
balance from the earlier of the due date of the first unpaid monthly installment
or the occurrence of such other Event of Default, as applicable,  at a rate (the
"Default Rate") equal to the lesser of 4 percentage points above the rate stated
in the first  paragraph of this Note or the maximum  interest  rate which may be
collected from Borrower under  applicable law. If the unpaid  principal  balance
and all accrued  interest are not paid in full on the Maturity  Date, the unpaid
principal balance and all accrued interest shall bear interest from the Maturity
Date at the Default Rate.  Borrower also  acknowledges  that its failure to make
timely payments will cause Lender to incur additional  expenses in servicing and
processing the Loan, that,  during the time that any monthly  installment  under
this Note is  delinquent  for more than 30 days,  Lender  will incur  additional
costs and  expenses  arising  from its loss of the use of the money due and from
the adverse impact on Lender's ability to meet its other obligations and to take
advantage of other investment opportunities,  and that it is extremely difficult
and impractical to determine those additional costs and expenses.  Borrower also
acknowledges that, during the time that any monthly  installment under this Note
is  delinquent  for more than 30 days or any other Event of Default has occurred
and is  continuing,  Lender's risk of nonpayment of this Note will be materially
increased  and Lender is entitled to be  compensated  for such  increased  risk.
Borrower  agrees that the  increase in the rate of interest  payable  under this
Note to the Default Rate represents a fair and reasonable estimate,  taking into
account all  circumstances  existing on the date of this Note, of the additional
costs and  expenses  Lender  will incur by reason of the  Borrower's  delinquent
payment and the  additional  compensation  Lender is entitled to receive for the
increased risks of nonpayment associated with a delinquent loan.

9.    Limits on Personal Liability.

(a) Except as otherwise  provided in this  Paragraph 9,  Borrower  shall have no
personal  liability  under this Note, the Security  Instrument or any other Loan
Document for the repayment of the  Indebtedness  or for the  performance  of any
other  obligations  of Borrower  under the Loan  Documents,  and  Lender's  only
recourse for the  satisfaction of the  Indebtedness  and the performance of such
obligations  shall be Lender's  exercise of its rights and remedies with respect
to the Mortgaged  Property and any other  collateral  held by Lender as security
for the Indebtedness. This limitation on Borrower's liability shall not limit or
impair  Lender's  enforcement  of  its  rights  against  any  guarantor  of  the
Indebtedness or any guarantor of any obligations of Borrower.

(b) Borrower shall be personally liable to Lender for the repayment of a portion
of the Indebtedness equal to zero percent (0%) of the original principal balance
of this Note,  plus any other amounts for which Borrower has personal  liability
under this Paragraph 9.

(c) In addition to Borrower's  personal liability under Paragraph 9(b), Borrower
shall be personally  liable to Lender for the repayment of a further  portion of
the  Indebtedness  equal to any loss or damage suffered by Lender as a result of
(1) failure of  Borrower to pay to Lender upon demand  after an Event of Default
all  Rents to which  Lender  is  entitled  under  Section  3(a) of the  Security
Instrument  and the amount of all security  deposits  collected by Borrower from
tenants  then in  residence;  (2)  failure of  Borrower  to apply all  insurance
proceeds and condemnation  proceeds as required by the Security  Instrument;  or
(3)  failure of Borrower to comply  with  Section  14(d) or (e) of the  Security
Instrument relating to the delivery of books and records, statements,  schedules
and reports.

(d) For purposes of determining  Borrower's  personal  liability under Paragraph
9(b) and Paragraph  9(c), all payments made by Borrower or any guarantor of this
Note with respect to the  Indebtedness  and all amounts  received by Lender from
the  enforcement  of its rights under the Security  Instrument  shall be applied
first to the  portion of the  Indebtedness  for which  Borrower  has no personal
liability.

(e) Borrower shall become  personally  liable to Lender for the repayment of all
of the  Indebtedness  upon the  occurrence  of any of the  following  Events  of
Default: (1) Borrower's acquisition of any property or operation of any business
not  permitted  by  Section  33 of  the  Security  Instrument;  (2)  a  Transfer
(including,  but not  limited  to,  a lien or  encumbrance)  that is an Event of
Default  under  Section  21 of the  Security  Instrument,  other than a Transfer
consisting  solely of the  involuntary  removal or  involuntary  withdrawal of a
general  partner in a limited  partnership  or a manager in a limited  liability
company; or (3) fraud or written material  misrepresentation  by Borrower or any
officer,  director,  partner,  member or employee of Borrower in connection with
the  application  for or  creation  of the  Indebtedness  or any request for any
action or consent by Lender.

(f) In addition to any personal  liability for the Indebtedness,  Borrower shall
be  personally  liable to Lender for (1) the  performance  of all of  Borrower's
obligations   under  Section  18  of  the  Security   Instrument   (relating  to
environmental  matters);  (2) the costs of any audit under  Section 14(d) of the
Security  Instrument;  and (3) any  costs  and  expenses  incurred  by Lender in
connection  with the  collection of any amount for which  Borrower is personally
liable under this  Paragraph  9,  including  fees and out of pocket  expenses of
attorneys and expert witnesses and the costs of conducting any independent audit
of Borrower's  books and records to determine the amount for which  Borrower has
personal liability.

(g) To the extent that Borrower has personal  liability  under this Paragraph 9,
Lender may exercise its rights  against  Borrower  personally  without regard to
whether  Lender has exercised any rights  against the Mortgaged  Property or any
other  security,  or pursued any rights  against any  guarantor,  or pursued any
other rights available to Lender under this Note, the Security  Instrument,  any
other Loan  Document or  applicable  law. For purposes of this  Paragraph 9, the
term "Mortgaged Property" shall not include any funds that (1) have been applied
by Borrower as required or  permitted by the  Security  Instrument  prior to the
occurrence  of an  Event of  Default  or (2)  Borrower  was  unable  to apply as
required  or  permitted  by the  Security  Instrument  because of a  bankruptcy,
receivership, or similar judicial proceeding.

10.   Voluntary and Involuntary Prepayments.

(a) A prepayment premium shall be payable in connection with any prepayment made
under this Note as provided below:

(1) Borrower may voluntarily  prepay all of the unpaid principal balance of this
Note on the last  Business Day of a calendar  month if Borrower has given Lender
at least 30 days prior  notice of its  intention to make such  prepayment.  Such
prepayment  shall be made by paying (A) the amount of principal  being  prepaid,
(B) all  accrued  interest,  (C) all other  sums due  Lender at the time of such
prepayment,  and (D) the prepayment premium  calculated  pursuant to Schedule A.
For all purposes including the accrual of interest,  any prepayment  received by
Lender on any day other than the last  calendar day of the month shall be deemed
to have been  received on the last  calendar day of such month.  For purposes of
this Note, a "Business  Day" means any day other than a Saturday,  Sunday or any
other day on which Lender is not open for business.  Borrower shall not have the
option to voluntarily prepay less than all of the unpaid principal balance.

(2) Upon  Lender's  exercise  of any  right of  acceleration  under  this  Note,
Borrower shall pay to Lender, in addition to the entire unpaid principal balance
of this  Note  outstanding  at the  time of the  acceleration,  (A) all  accrued
interest  and  all  other  sums  due  Lender,  and (B)  the  prepayment  premium
calculated pursuant to Schedule A.

(3) Any  application  by  Lender  of any  collateral  or other  security  to the
repayment of any portion of the unpaid  principal  balance of this Note prior to
the  Maturity  Date and in the absence of  acceleration  shall be deemed to be a
partial prepayment by Borrower, requiring the payment to Lender by Borrower of a
prepayment premium.  The amount of any such partial prepayment shall be computed
so as to provide to Lender a prepayment  premium computed pursuant to Schedule A
without Borrower having to pay out-of-pocket any additional amounts.

(b)  Notwithstanding  the provisions of Paragraph  10(a), no prepayment  premium
shall be payable with respect to (A) any  prepayment  made no more than 180 days
before the Maturity  Date,  or (B) any  prepayment  occurring as a result of the
application of any insurance  proceeds or condemnation  award under the Security
Instrument.

(c)   Schedule A is hereby incorporated by reference into this Note.

(d) Any  permitted  or  required  prepayment  of less than the unpaid  principal
balance of this Note shall not extend or postpone the due date of any subsequent
monthly  installments or change the amount of such  installments,  unless Lender
agrees otherwise in writing.

(e) Borrower  recognizes that any prepayment of the unpaid principal  balance of
this Note,  whether  voluntary or  involuntary  or  resulting  from a default by
Borrower,  will result in Lender's incurring loss, including  reinvestment loss,
additional expense and frustration or impairment of Lender's ability to meet its
commitments  to third  parties.  Borrower  agrees to pay to Lender  upon  demand
damages  for the  detriment  caused by any  prepayment,  and  agrees  that it is
extremely  difficult  and  impractical  to ascertain the extent of such damages.
Borrower  therefore  acknowledges  and agrees that the  formula for  calculating
prepayment  premiums set forth on Schedule A represents a reasonable estimate of
the damages Lender will incur because of a prepayment.

(f) Borrower further acknowledges that the prepayment premium provisions of this
Note are a material part of the  consideration  for the Loan,  and  acknowledges
that the terms of this Note are in other  respects more favorable to Borrower as
a  result  of the  Borrower's  voluntary  agreement  to the  prepayment  premium
provisions.

11. Costs and  Expenses.  Borrower  shall pay all expenses and costs,  including
fees and  out-of-pocket  expenses of attorneys and expert witnesses and costs of
investigation,  incurred by Lender as a result of any default under this Note or
in  connection  with  efforts to collect  any amount due under this Note,  or to
enforce  the  provisions  of any of the other Loan  Documents,  including  those
incurred in post-judgment  collection  efforts and in any bankruptcy  proceeding
(including  any action  for relief  from the  automatic  stay of any  bankruptcy
proceeding) or judicial or non-judicial foreclosure proceeding.

12.  Forbearance.  Any  forbearance  by Lender in exercising any right or remedy
under  this  Note,  the  Security  Instrument,  or any other  Loan  Document  or
otherwise  afforded by applicable  law, shall not be a waiver of or preclude the
exercise of that or any other right or remedy.  The  acceptance by Lender of any
payment after the due date of such  payment,  or in an amount which is less than
the required payment,  shall not be a waiver of Lender's right to require prompt
payment  when due of all other  payments or to exercise any right or remedy with
respect to any  failure to make  prompt  payment.  Enforcement  by Lender of any
security for  Borrower's  obligations  under this Note shall not  constitute  an
election by Lender of remedies so as to preclude the exercise of any other right
or remedy available to Lender.

13.  Waivers.  Presentment,  demand,  notice  of  dishonor,  protest,  notice of
acceleration,  notice of intent to demand or  accelerate  payment  or  maturity,
presentment  for  payment,  notice  of  nonpayment,   grace,  and  diligence  in
collecting  the  Indebtedness  are  waived by  Borrower  and all  endorsers  and
guarantors of this Note and all other third party obligors.

14. Loan Charges. If any applicable law limiting the amount of interest or other
charges  permitted to be collected from Borrower in connection  with the Loan is
interpreted  so that any  interest  or  other  charge  provided  for in any Loan
Document,  whether considered separately or together with other charges provided
for in any other Loan  Document,  violates that law, and Borrower is entitled to
the benefit of that law, that interest or charge is hereby reduced to the extent
necessary to eliminate that violation.  The amounts,  if any, previously paid to
Lender in excess of the  permitted  amounts shall be applied by Lender to reduce
the  unpaid  principal  balance  of this Note.  For the  purpose of  determining
whether any  applicable  law  limiting  the amount of interest or other  charges
permitted to be collected from Borrower has been violated, all Indebtedness that
constitutes  interest,  as well as all other charges made in connection with the
Indebtedness  that  constitute  interest,  shall be deemed to be  allocated  and
spread ratably over the stated term of the Note.  Unless  otherwise  required by
applicable law, such allocation and spreading shall be effected in such a manner
that the rate of interest so computed is uniform  throughout  the stated term of
the Note.

15.  Commercial  Purpose.  Borrower  represents  that the  Indebtedness is being
incurred  by  Borrower  solely for the  purpose  of  carrying  on a business  or
commercial enterprise, and not for personal, family or household purposes.

16.  Counting  of  Days.  Except  where  otherwise  specifically  provided,  any
reference in this Note to a period of "days" means  calendar  days, not Business
Days.

17. Governing Law. This Note shall be governed by the law of the jurisdiction in
which the Land is located.

18.  Captions.  The captions of the paragraphs of this Note are for  convenience
only and shall be disregarded in construing this Note.

19. Notices. All notices, demands and other communications required or permitted
to be given by  Lender  to  Borrower  pursuant  to this  Note  shall be given in
accordance with Section 31 of the Security Instrument.

20. Consent to  Jurisdiction  and Venue.  Borrower  agrees that any  controversy
arising under or in relation to this Note shall be litigated  exclusively in the
jurisdiction  in which the Land is located (the  "Property  Jurisdiction").  The
state and federal  courts and  authorities  with  jurisdiction  in the  Property
Jurisdiction  shall have exclusive  jurisdiction  over all  controversies  which
shall arise under or in relation to this Note. Borrower  irrevocably consents to
service,  jurisdiction,  and venue of such  courts for any such  litigation  and
waives  any other  venue to which it might be  entitled  by virtue of  domicile,
habitual residence or otherwise.

21. WAIVER OF TRIAL BY JURY.  BORROWER AND LENDER EACH (A) AGREES NOT TO ELECT A
TRIAL  BY JURY  WITH  RESPECT  TO ANY  ISSUE  ARISING  OUT OF  THIS  NOTE OR THE
RELATIONSHIP BETWEEN THE PARTIES AS LENDER AND BORROWER THAT IS TRIABLE OF RIGHT
BY A JURY AND (B) WAIVES  ANY RIGHT TO TRIAL BY JURY WITH  RESPECT TO SUCH ISSUE
TO THE EXTENT THAT ANY SUCH RIGHT  EXISTS NOW OR IN THE  FUTURE.  THIS WAIVER OF
RIGHT  TO  TRIAL  BY JURY IS  SEPARATELY  GIVEN  BY EACH  PARTY,  KNOWINGLY  AND
VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.

      ATTACHED SCHEDULES.  The following Schedules are attached to this Note:

             X       Schedule A    Prepayment Premium (required)

             X       Schedule B    Modifications to Multifamily Note

      IN WITNESS  WHEREOF,  Borrower has signed and  delivered  this Note or has
caused  this  Note  to  be  signed  and   delivered   by  its  duly   authorized
representative.

                                    AIMCO RIVERSIDE PARK, L.L.C., a Delaware
                                       limited liability company

                                    By:   NHP Management Company, a District of
                                          Columbia corporation, its Manager

                                       By:
                                              Patti K. Fielding
                                              Vice President

                                   Borrower's Social Security/Employer ID Number


<PAGE>


PAY TO THE ORDER OF FEDERAL HOME LOAN MORTGAGE  CORPORATION,  WITHOUT  RECOURSE,
THIS 29TH DAY OF JUNE, 2000.

REILLY MORTGAGE GROUP, INC., a District
   of Columbia corporation

By:
   Brenda R. Dutrow
   Assistant Vice President


<PAGE>

                                   SCHEDULE A

                               PREPAYMENT PREMIUM

      Any prepayment  premium  payable under  Paragraph 10 of this Note shall be
computed as follows:

(a) If the prepayment is made between the date of this Note and the date that is
180 months after the first day of the first calendar month following the date of
this Note (the "Yield Maintenance Period"),  the prepayment premium shall be the
greater of:

(i)   1.0% of the unpaid principal balance of this Note; or

(ii)  the product obtained by multiplying:

(A)   the amount of principal being prepaid,

                        by

(B) the excess (if any) of the Monthly  Note Rate over the Assumed  Reinvestment
Rate,

                        by

(C)   the Present Value Factor.

          For purposes of  subparagraph  (ii), the following  definitions  shall
          apply:

          Monthly Note Rate:  one-twelfth  (1/12) of the annual interest rate of
          the Note, expressed as a decimal calculated to five digits.

          Prepayment  Date: in the case of a voluntary  prepayment,  the date on
          which the  prepayment  is made;  in any other case,  the date on which
          Lender accelerates the unpaid principal balance of the Note.

          Assumed Reinvestment Rate:  one-twelfth (1/12) of the yield rate as of
          the date 5 Business  Days before the  Prepayment  Date,  on the 9.250%
          U.S.  Treasury  Security due February 1, 2016, as reported in The Wall
          Street Journal,  expressed as a decimal  calculated to five digits. In
          the event that no yield is  published on the  applicable  date for the
          Treasury  Security  used to determine the Assumed  Reinvestment  Rate,
          Lender,  in its  discretion,  shall select the  non-callable  Treasury
          Security maturing in the same year as the Treasury Security  specified
          above with the lowest yield published in The Wall Street Journal as of
          the  applicable  date. If the  publication  of such yield rates in The
          Wall  Street  Journal is  discontinued  for any reason,  Lender  shall
          select a  security  with a  comparable  rate and term to the  Treasury
          Security  used  to  determine  the  Assumed   Reinvestment  Rate.  The
          selection of an alternate security pursuant to this Paragraph shall be
          made in Lender's discretion.

<PAGE>

          Present Value Factor:  the factor that  discounts to present value the
          costs resulting to Lender from the difference in interest rates during
          the  months  remaining  in the  Yield  Maintenance  Period,  using the
          Assumed   Reinvestment   Rate  as  the  discount  rate,  with  monthly
          compounding, expressed numerically as follows:

                                    [OBJECT OMITTED]

            n = number of months remaining in Yield Maintenance Period

            ARR = Assumed Reinvestment Rate

(b) If the  prepayment  is made after the  expiration  of the Yield  Maintenance
Period but more than 180 days before the Maturity Date,  the prepayment  premium
shall be 1.0% of the unpaid principal balance of this Note.


<PAGE>



                                   SCHEDULE B

                        MODIFICATIONS TO MULTIFAMILY NOTE

1. The first  sentence of 8 of the Note  ("Default  Rate") is hereby deleted and
replaced with the following:

            So long as (a) any monthly  installment under this Note remains past
            due for more than thirty (30) days or (b) any other event of Default
            has  occurred  and is  continuing,  interest  under  this Note shall
            accrue on the unpaid  principal  balance from the earlier of the due
            date of the first unpaid  monthly  installment  or the occurrence of
            such other Event of Default, as applicable,  at a rate (the "Default
            Rate")  equal to the lesser of (1) the maximum  interest  rate which
            may be  collected  from  Borrower  under  applicable  law or (2) the
            greater of (i) three  percent (3%) above the  Interest  Rate or (ii)
            four percent  (4.0%) above the  then-prevailing  Prime Rate. As used
            herein,  the term  "Prime  Rate"  shall  mean  the rate of  interest
            announced by The Wall Street Journal from time to time as the "Prime
            Rate".

2. Paragraph 9(c) of the Note is amended to add the following subparagraph (4):

(4)         failure  by  Borrower  to pay the  amount  of the  water  and  sewer
            charges,  taxes,  fire, hazard or other insurance  premiums,  ground
            rents in accordance with the terms of the Security Instrument.