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 March 31, 2002


[ ] 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___



                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

a)

                   RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP

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

                                 March 31, 2002

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $  268
   Receivables and deposits                                                     212
   Other assets                                                               1,008
   Investment property:
       Land                                                   $ 6,357
       Buildings and related personal property                 76,286
                                                               82,643
       Less accumulated depreciation                          (44,287)       38,356
                                                                           $ 39,844
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 537
   Tenant security deposit liabilities                                          267
   Accrued property taxes                                                       211
   Other liabilities                                                            638
   Due to affiliates                                                            182
   Mortgage note payable                                                     49,076

Partners' Deficit:
   General partner                                            $ (1,364)
   Limited partners (566 units issued and outstanding)         (9,703)      (11,067)
                                                                           $ 39,844


                   See Accompanying Notes to Financial Statements
</TABLE>

<PAGE>




b)

                   RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP

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


<TABLE>
<CAPTION>


                                                                 Three Months Ended
                                                                       March 31,
                                                                  2002         2001
Revenues:
<S>                                                          <C>            <C>
   Rental income                                             $   3,245      $   3,238
   Other income                                                    488            653
       Total revenues                                            3,733          3,891

Expenses:
   Operating                                                     1,175          1,504
   General and administrative                                      130            150
   Depreciation                                                    877            786
   Interest                                                        952            974
   Property taxes                                                  211            261
       Total expenses                                            3,345          3,675

Net income                                                   $     388      $     216

Net income allocated to general partner (3%)                 $      12      $       6
Net income allocated to limited partners (97%)                     376            210
                                                             $     388      $     216

Net income per limited partnership unit                      $  664.31      $  371.02


                   See Accompanying Notes to Financial Statements
</TABLE>

<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, 2001                   566         $(1,376)     $(10,079)    $(11,455)

Net income for the three months
   ended March 31, 2002                 --              12           376          388

Partners' deficit
   at March 31, 2002                   566         $(1,364)     $ (9,703)    $(11,067)


                   See Accompanying Notes to Financial Statements
</TABLE>



<PAGE>



d)
                   RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP

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

                                                                 Three Months Ended
                                                                       March 31,
                                                                  2002        2001
Cash flows from operating activities:
<S>                                                             <C>          <C>
  Net income                                                    $    388     $    216
  Adjustments to reconcile net income to net cash
  provided by operating activities:
    Depreciation                                                     877          786
    Amortization of loan costs                                        10           10
    Change in accounts:
        Receivables and deposits                                     (70)        (221)
        Other assets                                                (187)         (50)
        Due to affiliates                                            120           --
        Accounts payable                                              33           (7)
        Tenant security deposit liabilities                          (27)          38
        Accrued property taxes                                       211          261
        Other liabilities                                             39          (27)
           Net cash provided by operating activities               1,394        1,006

Cash flows used in investing activities:
    Property improvements and replacements                        (1,071)        (833)

Cash flows from financing activities:
    Payments on mortgage note payable                               (304)        (282)
    Distributions to partners                                         --       (2,080)
           Net cash used in financing activities                    (304)      (2,362)

Net increase (decrease) in cash and cash equivalents                  19       (2,189)

Cash and cash equivalents at beginning of period                     249        2,988

Cash and cash equivalents at end of period                      $    268     $    799

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $    941     $    965

At March 31, 2002 and December 31, 2001, property  improvements and replacements
and accounts  payable were adjusted by  approximately  $299,000 and  $1,078,000,
respectively, for non-cash activity.

Distributions of approximately  $2,080,000 were accrued at December 31, 2000 and
paid during the first quarter of 2001.


                   See Accompanying Notes to Financial Statements
</TABLE>

<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.  The  general  partner  of the  Partnership  is  Winthrop
Financial  Associates,  A Limited  Partnership (the "General Partner" or "WFA").
NHP Management  Company  ("NHP"),  the associate  general partner of the General
Partner  and  an  affiliate  of  Apartment  Investment  and  Management  Company
("AIMCO"),  a publicly  traded real estate  investment  trust,  has the right to
cause the General Partner to take such action as it deems advisable with respect
to the  Partnership.  In the opinion of the  General  Partner,  all  adjustments
(consisting  of  normal  recurring  accruals)  considered  necessary  for a fair
presentation  have been included.  Operating  results for the three month period
ended March 31, 2002 are not  necessarily  indicative of the results that may be
expected for the fiscal year ending December 31, 2002. For further  information,
refer  to  the  financial  statements  and  footnotes  thereto  included  in the
Partnership's Annual Report on Form 10-KSB for the year ended December 31, 2001.

Certain  reclassifications have been made to the 2001 balances to conform to the
2002 presentation.

Note B - 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.

During the three  months ended March 31, 2002 and 2001,  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  $140,000 and $150,000 for the three months ended
March 31, 2002 and 2001, respectively, which are included in operating expenses.

Affiliates  of  NHP  were  eligible  to  receive  reimbursement  of  accountable
administrative expenses amounting to approximately $365,000 and $316,000 for the
three months ended March 31, 2002 and 2001, respectively,  which are included in
general  and  administrative  expenses,   investment  properties,   and  due  to
affiliates.   Included  in  these  amounts  are  fees  related  to  construction
management  services  provided by an affiliate of NHP of approximately  $245,000
and $178,000  for the three months ended March 31, 2002 and 2001,  respectively.
The construction management service fees are calculated based on a percentage of
current  additions  to  investment  property.  At March 31,  2002  approximately
$182,000 was owed to affiliates for unpaid reimbursements.

Beginning in 2001,  the  Partnership  began  insuring its property up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability.  The Partnership  insures its property above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated  with the General Partner.  During the three months ended March 31,
2002  and  2001,  the  Partnership  was  charged  by  AIMCO  and its  affiliates
approximately  $138,000 and $127,000,  respectively,  for insurance coverage and
fees associated with policy claims administration.

Note C - Contingencies

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


<PAGE>



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

The  matters  discussed  in this Form  10-QSB  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions,   competitive  and  regulatory   matters,   etc.)  detailed  in  the
disclosures  contained  in this  Form  10-QSB  and the  other  filings  with the
Securities and Exchange  Commission made by the  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 operation.  Accordingly,  actual results could differ materially from
those  projected in the  forward-looking  statements  as a result of a number of
factors, including those identified herein.

The  Partnership's  sole  asset  is a 1,229  unit  apartment  complex  known  as
Riverside Park Apartments located in Fairfax County, Virginia. Average occupancy
for both the three months ended March 31, 2002 and 2001 was 96%.

Results of Operations

The  Partnership's  net income for the three  months  ended  March 31,  2002 was
approximately  $388,000 as compared to net income of approximately  $216,000 for
the  three  months  ended  March  31,  2001.  The  increase  in  net  income  is
attributable to a decrease in total expenses  partially  offset by a decrease in
total revenues. Total expenses decreased primarily due to decreases in operating
expense,  interest expense,  property tax expense and general and administrative
expense,  partially offset by an increase in depreciation  expense. The decrease
in  operating  expense  is  primarily  due to  decreases  in  corporate  housing
expenses,  which  are no  longer  being  offered  at the  property,  maintenance
expense, advertising expense as a result of decreased referral fees, and payroll
related  expenses.  The decrease in operating expense was partially offset by an
increase in insurance expense as a result of increased premiums. The decrease in
interest  expense is due to scheduled  principal  payments  resulting in a lower
carrying balance of the mortgage encumbering the property.  Property tax expense
decreased due to the timing and receipt of property tax bills which affected the
Partnership's property tax accrual in the prior year. General and administrative
expenses decreased due to a decrease in management reimbursements to NHP and its
affiliates  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.  The  increase  in  depreciation  expense is due to property
improvements and replacements placed into service during the past twelve months.

Total  revenues  decreased  due to a decrease in other  income.  The decrease in
other income is primarily due to a decrease in corporate  housing income,  which
is no longer offered at the property,  and a decrease in interest  income due to
lower cash balances maintained in interest bearing accounts, partially offset by
an  increase  in  utility  reimbursements.  Rental  income  remained  relatively
constant for the comparable periods.

As part of the ongoing business plan of the Partnership, NHP 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, 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,  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 NHP will be able to sustain such a plan.


<PAGE>



Liquidity and Capital Resources

At  March  31,  2002,  the  Partnership   had  cash  and  cash   equivalents  of
approximately $268,000 compared to approximately $799,000 at March 31, 2001. The
increase  in cash  and  cash  equivalents  of  approximately  $19,000,  from the
Partnership's  year ended December 31, 2001, is due to approximately  $1,394,000
of cash provided by operating activities,  offset by approximately $1,071,000 of
cash used in investing  activities  and  approximately  $304,000 of cash used in
financing activities. Cash used in financing activities consisted of payments of
principal  made  on  the  mortgage  encumbering  the  Partnership's   investment
property.  Cash used in investing activities consisted of property  improvements
and  replacements.  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.  Capital  improvements planned for
the Partnership's investment property are as follows.

The Partnership has budgeted, but is not limited to, approximately $1,484,000 of
capital  improvements  at the  property  for 2002  which  consist  primarily  of
structural improvements,  interior improvements, garage and carport upgrades and
heating upgrades.  As of March 31, 2002, the Partnership expended  approximately
$292,000  for  capital   improvements  at  its  investment  property  consisting
primarily of interior  improvements,  major landscaping,  cabinet upgrades,  and
floor covering  replacement.  These  improvements  were funded from  operations.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition  of the  property as well as  anticipated  cash flow  generated by the
property.

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  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Partnership.  The mortgage
indebtedness  of  approximately  $49,076,000 is being  amortized over 240 months
until  the loan  matures  on July 1,  2020 at which  time the loan will be fully
amortized.

During the three months ended March 31, 2001, the Partnership paid distributions
of  approximately  $2,080,000,  which was related to a payable at  December  31,
2000. There were no distributions declared or paid during the three months ended
March 31, 2002. The Partnership's cash available for distribution is reviewed on
a monthly basis. Future cash distributions will depend on the levels of net cash
generated from operations,  the availability of cash reserves, and the timing of
the debt maturity,  refinancing and/or property sale. There can be no assurance,
however,  that the Partnership  will generate  sufficient  funds from operations
after required  capital  expenditures  to permit  distributions  to its partners
during the remainder of 2002 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 381.19 limited partnership units in
the Partnership  representing 67.35% of the outstanding units at March 31, 2002.
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  limited  partnership  interests  in the  Partnership  for cash or in
exchange for units in the operating  partnership of AIMCO either through private
purchases or tender offers. Under the Partnership Agreement, unitholders holding
a majority of the units are entitled to take action with respect to a variety of
matters,  which would include  voting on certain  amendments to the  Partnership
Agreement and voting to remove the General Partner. As a result of its ownership
of 67.35% of the outstanding  units,  AIMCO is in a position to control all such
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 its  affiliation  with the General
Partner.


<PAGE>



                           PART II - OTHER INFORMATION



ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  None.

            b)    Reports on Form 8-K:

                  None filed during the quarter ended March 31, 2002.


<PAGE>



                                   SIGNATURES



In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.



                                 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:   May 14, 2002