SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


       (X)           QUARTERLY REPORT PURSUANT TO SECTION 13
                OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended September 30, 2001

                                       OR

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


Commission file number:  0-17695
                        --------


                           HEALTHCARE PROPERTIES, L.P.
                           ---------------------------
             (Exact name of Registrant as specified in its charter)


               DELAWARE                                62-1317327
               --------                                ----------
    (State or other jurisdiction of                 (I.R.S. Employer
     incorporation or organization)              Identification Number)


              14160 Dallas Parkway, Suite 300, Dallas, Texas 75254
              ----------------------------------------------------
                     (Address of principal executive office)


                                 (972) 770-5600
                                 --------------
              (Registrant's telephone number, including area code)


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  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 at least the past 90 days.    YES  x    NO
                                                         -----    ------


<PAGE>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements
         --------------------

                  HEALTHCARE PROPERTIES, L.P. AND SUBSIDIARIES
                        (A Delaware Limited Partnership)

                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>


                                                                          September 30, 2001       December 31, 2000
                                                                          ------------------       -----------------
                                                                              (Unaudited)               Audited
                                                                              -----------               -------
                                                      ASSETS
                                                      ------

<S>                                                                        <C>                     <C>

Cash and cash equivalents                                                  $      4,935,256        $     13,514,255

Accounts receivable, less allowance for doubtful
  accounts of $754,389 in 2001 and $798,737 in 2000                                 494,938                 753,814

Prepaid expenses and other                                                                -                  15,200

Assets held for sale, at the lower of carrying value or                                   -               4,462,527
  fair value less estimated costs to sell

Property and improvements, net                                                    5,208,741               6,451,238

Deferred charges, less accumulated amortization
  of $607,445 in 2001 and $858,281 in 2000                                          177,967                  97,326
                                                                           ----------------        ----------------


                                                                           $     10,816,902        $     25,294,360
                                                                           ================        ================


                       LIABILITIES AND PARTNERSHIP EQUITY
                       ----------------------------------

Accounts payable and accrued expenses                                       $       289,333        $        564,449

Operating facility accounts payable                                                  20,873                 148,313

Security deposits                                                                   100,357                           -

Mortgage loans payable                                                            1,132,829               4,772,795
                                                                            ---------------        ----------------

                                                                                  1,543,392               5,485,557
                                                                            ---------------        ----------------

Partnership equity :
  Limited partners (4,148,325 units outstanding in 2001 and
    2000)                                                                         9,268,704              19,748,775
  General partner                                                                     4,806                  60,028
                                                                            ---------------        ----------------
                                                                                  9,273,510              19,808,803
                                                                            ---------------        ----------------

                                                                            $    10,816,902        $     25,294,360
                                                                            ===============        ================

</TABLE>


                        See notes to financial statements

                                        1
<PAGE>


                  HEALTHCARE PROPERTIES, L.P. AND SUBSIDIARIES
                        (A Delaware Limited Partnership)

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                    Three months ended,         Three months ended,
                                                                    September 30, 2001          September 30, 2000
                                                                    ------------------          ------------------
<S>                                                                   <C>                          <C>

Revenues:
   Rental                                                             $       916,291              $     1,031,239
   Net patient services                                                       146,696                    1,393,806
                                                                      ---------------              ---------------
                                                                            1,062,987                    2,425,045
                                                                      ---------------              ---------------


Expenses:
   Facility operating expenses                                                615,224                    1,227,297
   Depreciation                                                               101,741                      133,276
   Administrative and other                                                   101,647                      203,098
   Bad debts                                                                  153,083                       15,000
                                                                      ---------------              ---------------
                                                                              971,695                    1,578,671
                                                                      ---------------              ---------------
       Income from operations                                                  91,292                      846,374
                                                                      ---------------              ---------------


Other income (expenses):
   Gain (loss) on disposition of property                                   2,444,448                     (650,683)
   Interest income                                                             48,089                      179,675
   Interest expense                                                           (88,698)                    (121,905)
   Amortization                                                               (15,977)                     (24,241)
                                                                      ----------------             ----------------
                                                                            2,387,862                     (617,154)
                                                                      ---------------              ----------------
Income before extraordinary item                                            2,479,154                      229,220
                                                                      ---------------              ---------------
Extraordinary loss on disposition of
    operating property                                                       (434,199)                           -
                                                                      ----------------             ---------------

         Net income                                                   $     2,044,955              $       229,220
                                                                      ===============              ===============

Allocation of net income
   Limited partner                                                    $     1,917,572              $       213,538
   General partner                                                            127,383                       15,682
                                                                      ---------------              ---------------
                                                                      $     2,044,955              $       229,220
                                                                       --------------              ===============

NET INCOME PER LIMITED
  PARTNERSHIP UNIT:
   Income before extraordinary item                                   $           .56              $           .05
   Extraordinary loss                                                            (.10)                           -
                                                                      ---------------              ---------------
   Net income                                                         $           .46              $           .05
                                                                      ===============              ===============

WEIGHTED AVERAGE
   NUMBER OF UNITS                                                          4,148,325                    4,148,325
                                                                      ===============              ===============


</TABLE>


                        See notes to financial statements

                                       2

<PAGE>



                  HEALTHCARE PROPERTIES, L.P. AND SUBSIDIARIES
                        (A Delaware Limited Partnership)

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                    Nine months ended,           Nine months ended,
                                                                    September 30, 2001           September 30, 2000
                                                                    ------------------           ------------------
<S>                                                                   <C>                          <C>

Revenues:
   Rental                                                             $     3,053,044              $     3,053,547
   Net patient services                                                     2,995,552                    4,245,147
                                                                      ---------------              ---------------
                                                                            6,048,596                    7,298,694
                                                                      ---------------              ---------------


Expenses:
   Facility operating expenses                                              3,255,203                    3,661,786
   Depreciation                                                               369,735                      399,622
   Administrative and other                                                   616,016                      808,429
   Bad debts                                                                  670,542                       45,000
                                                                      ---------------              ---------------
                                                                            4,911,496                    4,914,837
                                                                      ---------------              ---------------
       Income from operations                                               1,137,100                    2,383,857
                                                                      ---------------              ---------------


Other income (expenses):
   Gain (loss) on disposition of property                                   2,444,448                     (347,896)
   Interest income                                                            245,012                      604,536
   Interest expense                                                          (325,543)                    (379,808)
   Amortization                                                               (50,070)                     (82,800)
                                                                      ----------------             ----------------
                                                                            2,313,847                     (205,968)
                                                                      ---------------              ----------------
Income before extraordinary item                                            3,450,947                    2,177,889
                                                                      ---------------              ---------------
Extraordinary loss on disposition of
   operating property                                                        (434,199)                           -
                                                                      ----------------             ---------------

         Net income                                                   $     3,016,748              $     2,177,889
                                                                      ===============              ===============

Allocation of net income
   Limited partner                                                    $     2,869,929              $     2,129,289
   General partner                                                            146,819                       48,600
                                                                      ---------------              ---------------
                                                                      $     3,016,748              $     2,177,889
                                                                      ===============              ===============

NET INCOME PER LIMITED
  PARTNERSHIP UNIT:
   Income before extraordinary item                                   $           .79              $           .51
   Extraordinary loss                                                            (.10)                           -
                                                                      ---------------              ---------------
   Net income                                                         $           .69              $           .51
                                                                      ===============              ===============

WEIGHTED AVERAGE
   NUMBER OF UNITS
                                                                            4,148,325                    4,148,325
                                                                      ===============              ===============

</TABLE>


                        See notes to financial statements

                                        3

<PAGE>


                  HEALTHCARE PROPERTIES, L.P. AND SUBSIDIARIES
                        (A Delaware Limited Partnership)

                  CONSOLIDATED STATEMENTS OF PARTNERSHIP EQUITY
                  ---------------------------------------------
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                    Limited             General
                                                    Partners            Partners               Total
                                                    --------            --------               -----
<S>                                                <C>                 <C>                  <C>

EQUITY at
   January 1, 2001                                 $   19,748,775      $     60,028         $   19,808,803

Distributions                                         (13,350,000)         (202,041)           (13,552,041)

Net Income - nine months ended
   September 30, 2001                                   2,869,929           146,819              3,016,748
                                                   --------------      ------------         --------------

EQUITY at
   September 30, 2001                              $    9,268,704      $      4,806         $    9,273,510
                                                   ==============      ============         ==============





</TABLE>







                        See notes to financial statements

                                        4

<PAGE>


                  HEALTHCARE PROPERTIES, L.P. AND SUBSIDIARIES
                        (A Delaware Limited Partnership)

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

                                                                                Nine months ended          Nine months ended
                                                                               September 30, 2001         September 30, 2000
                                                                               ------------------         ------------------
<S>                                                                               <C>                        <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                                     $   3,016,748              $   2,177,889
   Adjustments to reconcile net income to
     net cash provided by operating activities:
         Bad debts                                                                      670,542                     45,000
         Depreciation and amortization                                                  419,805                    482,422
         (Gain) loss on disposition of property, net                                 (2,444,448)                   347,896
         Extraordinary loss on disposition of operating property                        434,199                          -
         Changes in assets and liabilities:
             Accounts receivable                                                       (411,666)                   932,226
             Prepaid expenses                                                            15,200                     (6,224)
             Deferred charges                                                          (165,000)                         -
             Accounts payable &
               accrued expenses                                                        (402,556)                   204,435
             Security deposits                                                          100,357                          -
                                                                                  -------------              -------------
                    NET CASH PROVIDED BY
                    OPERATING ACTIVITIES                                              1,233,181                  4,183,644
                                                                                  -------------              -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
       Proceeds from sale of property                                                 3,830,941                  4,506,175
       Purchases of property and improvement                                            (20,500)                   (14,072)
                                                                                  --------------             --------------
                    NET CASH PROVIDED BY
                    INVESTING  ACTIVITIES                                             3,810,441                  4,492,103
                                                                                  -------------              -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
       Payments on mortgage loans payable                                               (70,580)                  (329,582)
       Distributions                                                                (13,552,041)                (6,943,000)
                                                                                  --------------             --------------
                    NET CASH USED IN
                    FINANCING ACTIVITIES                                            (13,622,621)                (7,272,582)
                                                                                  --------------             --------------

NET  (DECREASE) INCREASE IN CASH
AND CASH EQUIVALENTS                                                                 (8,578,999)                 1,403,165

CASH AND CASH EQUIVALENTS
   Beginning of Period                                                               13,514,255                 13,723,936
                                                                                  -------------              -------------

CASH AND CASH EQUIVALENTS
   End of Period                                                                  $   4,935,256              $  15,127,101
                                                                                  =============              =============

CASH PAID FOR INTEREST                                                            $     344,773              $     389,498
                                                                                  =============              =============


</TABLE>



                        See notes to financial statements


                                        5
<PAGE>

                  HEALTHCARE PROPERTIES, L.P. AND SUBSIDIARIES
                  --------------------------------------------
                        (A Delaware Limited Partnership)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                           September 30, 2001 and 2000
                                   (Unaudited)

A. ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
notes  required  by  generally  accepted  accounting   principles  for  complete
consolidated financial statements. In the opinion of management, all adjustments
considered  necessary have been included.  Operating results are not necessarily
indicative of the results that may be expected for the year ending  December 31,
2001. The unaudited condensed  consolidated  financial statements should be read
in conjunction with the consolidated  financial statements and the notes thereto
included in Registrant's  annual report on Form 10-K for the year ended December
31, 2000.

Net income  (loss) of the  Partnership  and taxable  income (loss) are generally
allocated  98  percent to the  limited  partners  and 2 percent  to the  general
partner. The net income of the Partnership from the disposition of a property is
allocated  (i) to partners  with deficit  capital  accounts on a pro rata basis,
(ii) to limited partners until they have been paid an amount equal to the amount
of their Adjusted  Investment,  as defined,  (iii) to the limited partners until
they  have  been  allocated  income  equal  to  their  12  percent   Liquidation
Preference,  and (iv)  thereafter,  80 percent to the  limited  partners  and 20
percent  to the  general  partner.  The net  loss of the  Partnership  from  the
disposition  of a property is allocated (i) to partners  with  positive  capital
accounts  on a pro rata basis and (ii)  thereafter,  98  percent to the  limited
partners and 2 percent to the general  partner.  Distributions of available cash
flow are generally  distributed 98 percent to the limited partners and 2 percent
to the general  partner,  until the  limited  partners  have  received an annual
preferential distribution,  as defined in the Agreement of Limited Partnerships.
Thereafter,  available  cash  flow is  distributed  90  percent  to the  limited
partners and 10 percent to the general partner.

The Financial  Accounting  Standards  Board issued  Statement  133;  ("FAS 133")
"Accounting for Derivative Instruments and Hedging Activities" in June 1998. The
Statement is  effective  for all fiscal  quarters of all fiscal years  beginning
after June 15, 2000.  Because of the  Partnership's  minimal use of derivatives,
the adoption of FAS 133 by the  Partnership  in the first quarter of fiscal 2001
did not have a  material  effect  on the  Partnership's  earnings  or  financial
position.

In June 2001,  the Financial  Accounting  Standards  Board issued  Statements of
Financial  Accounting  Standards  No. 141,  Business  Combinations,  and No. 142
Goodwill and Other Intangible Assets, effective for fiscal years beginning after
December 15, 2001. Under the new rules, goodwill and intangible assets deemed to
have indefinite  lives will no longer be amortized but will be subject to annual
impairment tests in accordance with the Statements. Other intangible assets will
continue to be amortized over their useful lives.  The Registrant will apply the
new rules on accounting for goodwill and other  intangible  assets  beginning in
the first  quarter of 2002.  Because the  Registrant  has no  previous  business
combinations,  the adoption of the  statements  in the first quarter 2002 should
not have a material effect on the Registrant's earnings or financial position.

B. TRANSACTIONS WITH THE GENERAL PARTNER AND AFFILIATES OF THE GENERAL PARTNER

Personnel  working at the Cambridge  facility and certain home office  personnel
who perform  services for the Registrant are employees of Capital Senior Living,
Inc.  ("CSL"),  the managing agent of the  Registrant,  which was until June 10,
1998, an affiliate of Capital Realty Group Senior Housing,  Inc. ("CRGSH"),  the
General  Partner  of the  Registrant.  The  Registrant  reimburses  CSL  for the
salaries,  related  benefits,  and overhead  reimbursements of such personnel as
reflected  in the  accompanying  condensed  consolidated  financial  statements.
Reimbursements and fees paid to CRGSH and CSL are as follows:



                                       6
<PAGE>

<TABLE>
<CAPTION>


                                                                       Nine months ended
                                                         September 30, 2001         September 30, 2000
                                                         ------------------         ------------------
<S>                                                        <C>                         <C>

Salary and benefit reimbursements                          $    2,450,174              $    2,665,605
Administrative reimbursements                                     148,441                     116,415
Asset management fees                                                   0                      79,452
Property management fees                                          208,708                     296,978
General partner fees                                               53,891                      72,901
                                                           --------------              --------------
                                                           $    2,861,214              $    3,231,351
                                                           ==============              ==============

</TABLE>

Currently,  Capital  Senior Living  Properties,  Inc.,  formerly an affiliate of
CRGSH,  holds   approximately  57  percent  of  the  outstanding  units  of  the
Registrant.  The Registrant is included in the consolidated financial statements
of Capital Senior Living Properties, Inc. and its parent company, Capital Senior
Living Corporation, a public company that files with the Securities and Exchange
Commission.

On June 10, 1998,  the sole owner of the General  Partner,  Capital Realty Group
Corporation,  sold  all of its  shares  of  CRGSH  common  stock  to  Retirement
Associates,  Inc.  ("Associates").  Mr.  Robert  Lankford  is the  President  of
Associates  and  has  brokered  and  continues  to  broker  real  estate  as  an
independent contractor with Capital Realty Group Corporation and its affiliates.

C. VALUATION OF RENTAL PROPERTY

Generally accepted  accounting  principles require that the Registrant  evaluate
whether an event or  circumstance  has  occurred  that would  indicate  that the
estimated undiscounted future cash flows of its properties,  taken individually,
will be less than the  respective  net book value of the  properties.  If such a
shortfall  exists,  then a write-down to fair value is recorded.  The Registrant
performs such  evaluations  on an on-going  basis.  During the nine months ended
September 30, 2001, based on the Registrant's evaluation of the properties,  the
Registrant did not record any impairment.

Item 2.  Management's  Discussion  and Analysis of Financial  Condition  and
         Results of Operations

Liquidity and Capital Resources

Registrant commenced an offering to the public on August 31, 1987, of depository
units  representing  beneficial  assignments  of limited  partnership  interests
("Units").  On  October  14,  1987,  Registrant  commenced  operations,   having
previously accepted subscriptions for more than the specified minimum of 120,000
Units.  As of August 30, 1989, the offering was closed except for Units for sale
to existing investors under the terms of a distribution reinvestment plan. As of
September 30, 1995,  Registrant had sold Units aggregating  approximately  $43.4
million. Due to the suspension of the distribution reinvestment plan, Registrant
does not anticipate any additional inflow of investment.

All of  the  net  proceeds  of  the  offering  were  originally  invested  in 12
properties  or used for  working  capital  reserves.  The  Registrant  partially
financed the acquisition of eight of its original  properties with  non-recourse
debt. Four properties were initially unleveraged. As of September 30, 2001, nine
of the  original  twelve  properties  had either been sold or deeded back to the
lender,  leaving  the  Registrant  with  one  property  secured  by debt and two
properties  unleveraged.  The status of the remaining triple net leases to third
party  operators is as follows:  the Crenshaw  Creek  facility  lease expires on
November  2001,  and the  Hearthstone  facility  lease expires on May 2006.  The
Trinity Hills lease expired in June of 2000 with the lessee  continuing to lease
the  property on a  month-to-month  basis.  These  leases are subject to renewal
options.

Potential  sources of liquidity for Registrant  include current holdings of cash
and cash  equivalents,  collection of  outstanding  receivables  and/or  revenue
participation related to various leased facilities, collection on defaulted rent
and/or damage settlements  related to leases in default,  new mortgage financing
on one or more of Registrant's  unencumbered assets, and a potential sale of one
or more of the Registrant's assets.

                                       7
<PAGE>



As of September 30, 2001,  Registrant had cash and cash equivalents  aggregating
$4,935,256.  The cash and cash  equivalents will be used for working capital and
emergency reserves.

Registrant's  general policy is to maintain sufficient cash and cash equivalents
to address  disruptions  of its lease  revenues and to have adequate  additional
funds for  investment in existing  assets for  improvements.  To the extent that
Registrant  deems  it  necessary  to  take  over  the  operations  of any of its
facilities  currently  under  long-term  net leases,  such action would  require
additional  investment  in  working  capital  for  operating  reserves,  capital
expenditures  and  related  debt  payments.  Future cash  distributions  will be
dependent on the status of future operational control of these properties.  Cash
distributions  of $13,552,041 and $6,943,000 were made for the nine months ended
September 30, 2001 and 2000 respectively.  The Units are not publicly traded and
as a result the  liquidity of each Limited  Partner's  individual  investment is
limited.

Results of Operations

Discussion of Nine Months Ended September 30, 2001

Rental revenues for the nine months ended September 30, 2001 decreased $503 from
the comparable  nine months ended  September 30, 2000. Net patient  services for
the nine months ended  September  30, 2001  decreased  $1,249,595  from the nine
months  ended  September  30, 2000  primarily  due to the sale of the  Cambridge
facility.  A net gain on sale of properties of $2,444,448 was recognized for the
nine months ended  September 30, 2001. The net gain is comprised of a $2,443,030
gain on sale of the  Cambridge  facility on August 15, 2001 and a $1,418 gain on
sale of the  Cedarbrook  house on September 25, 2001.  The McCurdy  facility was
foreclosed  by the lender on September 11, 2001,  resulting in an  extraordinary
loss of $434,199.  A net loss on sales of properties of $347,896 was  recognized
for the nine months ended  September  30,  2000.  The net loss is comprised of a
$302,787 gain on sale of the Cane Creek facility on January 11, 2000, a $115,718
gain on sale  of one of the two  Cedarbrook  houses  on  July  12,  2000,  and a
$766,400 loss on sale of the Sandybrook facility on August 4, 2000.

 Interest income for the nine months ended September 30, 2001 decreased $359,524
from  the  nine  months  ended  September  30,  2000  and was  primarily  due to
decreasing cash available for investment.

Facility  operating  expenses  for the nine  months  ended  September  30,  2001
decreased by $406,583 from the comparable 2000 period  primarily due to the sale
of the Cambridge facility.  Depreciation for the nine months ended September 30,
2001,  decreased  $29,887 from the comparable 2000 period due to the sale of the
Cambridge  facility.  Administrative  expenses  decreased  $192,413 for the nine
months  ended  September  30,  2001  in  comparison  to  2000  due to  decreased
professional  fees, asset management fees and maintenance costs on held for sale
properties.  Bad debt  expense  increased  $625,542  for the nine  months  ended
September  30, 2001 in comparison  to the 2000 period due to  non-collection  of
rent on the McCurdy lease.  Interest expense for the nine months ended September
30, 2001 decreased by $54,265 from the comparable 2000 period, and is due to the
sale of the Cane Creek  facility,  the  foreclosure of the McCurdy  facility and
retirement of the related  mortgages.  Amortization  expense for the nine months
ended September 30, 2001 decreased $32,730 from the comparable 2000 period,  and
is due to the  write-off of certain  deferred  charges upon the sale of the Cane
Creek and Sandybrook facilities, and the foreclosure of the McCurdy facility.

For the three months ended  September 30, 2001 as compared with the three months
ended September 30, 2000,  Registrant's  revenue was impacted by the same shifts
of revenue as discussed  above.  Similarly,  a comparison  of third quarter 2001
operating  expenses  versus third  quarter 2000  reflects the same  variances as
discussed above.

Cash and cash  equivalents as of September 30, 2001 decreased by $8,578,999 from
the balance at December 31, 2000.  Cash flows  decreased by  $9,982,164  for the
nine months ended  September  30, 2001 in  comparison  to the nine months ending
September 30, 2000  primarily due to decreased  cash provided by operations  and
increased cash distributions during 2001. Net accounts receivable of $494,938 at
September 30, 2001 reflected a decrease of $258,876 from the balance at December
31, 2000 and is due to increased collections at the Cambridge facility. Accounts


                                       8
<PAGE>


payable,  accrued  expenses,  and operating  facility  accounts payable balances
decreased  $402,556 at September 30, 2001, from the balance at December 31, 2000
primarily due to paid real estate taxes on the  Hearthstone  facility,  forgiven
interest expense accruals resulting from the McCurdy foreclosure,  and decreased
operating payables resulting from the sale of the Cambridge facility.

Following is a brief discussion of the status of Registrant's properties:

Cedarbrook, Cane Creek, Crenshaw Creek and Sandybrook Facilities

Rebound,  Inc. a subsidiary of HealthSouth  Corporation,  originally leased four
properties:  Cedarbrook  (a main  campus  with two  houses not  adjacent  on the
campus), Crenshaw Creek, Cane Creek and Sandybrook.

Due to low occupancy,  HealthSouth  closed the Sandybrook  facility in 1994, the
Cedarbrook  facility  in 1997,  and the  Crenshaw  Creek  facility  in May 2000.
HealthSouth,  however,  continues to make full lease payments under the terms of
the master lease on a timely basis.

HealthSouth  Corporation  currently leases the Crenshaw  property  pursuant to a
master lease with the Registrant. The master lease expires on November 2001.

Effective  August  5,  1999,  HealthSouth  agreed  to  transfer  control  of the
Cedarbrook  and Sandybrook  facilities to the Registrant and to continue  making
its full lease payments  under the terms of the master lease to the  Registrant.
On September 30, 1999, the  Registrant  sold the main facility of the Cedarbrook
campus for  $2,825,000,  resulting in a $772,286 gain on the sale and $2,308,734
in net cash proceeds after payment of settlement costs and mortgage payable.  On
July 12, 2000, one of the two small Cedarbrook facilities was sold for $390,546,
resulting in a gain on sale of $115,717 and net cash  proceeds of  approximately
$360,380  after payment of settlement  costs.  On September 25, 2001,  the other
Cedarbrook facility was sold for $325,000, resulting in a gain on sale of $1,418
and net cash proceeds of $286,046 after payment of settlement  costs. On January
11, 2000, the Cane Creek  facility was sold to a subsidiary of  HealthSouth  for
$2,350,000,  resulting in a $302,787 gain on the sale and $2,143,400 in net cash
proceeds after payment of settlement  costs and mortgage  payable.  On August 4,
2000,  the Sandybrook  facility was sold for  $2,025,000  resulting in a loss of
approximately $766,400, and net cash proceeds of approximately  $1,829,130 after
payment of settlement costs.

HealthSouth  still leases and maintains the Crenshaw Creek facility  pursuant to
the master lease with the Registrant.  The Crenshaw Creek facility was closed in
May 2000. The master lease expires on November 30, 2001

Cambridge Facility

The lessee of the  Cambridge  facility,  Nursing  Centers  of  America-Cambridge
(NCAC),  filed a voluntary  petition under Chapter 11 of the Federal  Bankruptcy
Code in February of 1992.  The  Registrant  commenced  litigation  against  NCAC
seeking full payment of future rentals under the lease of NCAC.

On August 1, 1996, the United States  Bankruptcy  Court approved the transfer of
the  operations of NCA Cambridge  Nursing Home to Cambridge LLC, a subsidiary of
the Registrant,  thereby releasing the operations of the Cambridge facility from
the  jurisdiction  of the  United  States  Bankruptcy  Court.  The  Registrant's
subsidiary now operates this property.

The Registrant had filed an administrative  claim with the trustee of the United
States  Bankruptcy  Court for unpaid lease  payments.  At December 31, 1999, the
Registrant  recorded a receivable  for $700,000  related to this  administrative
claim,  which was approved by the United States  Bankruptcy  Court. The $700,000
account  receivable was collected on March 1, 2000. It is unlikely that material
future disbursements will be made to the Registrant regarding this matter.

The  Registrant  entered  into a contract to sell the  Cambridge  facility to an
unaffiliated buyer for $3,600,000.  Since the purchaser did not plan to use the
facility as a nursing home,  the Registrant  transferred  its residents to other
facilities,  which was  completed  in Mid-July  2001.  The  facility was sold on
August 15, 2001,  resulting in a gain on sale of $2,443,030 and net cash proceed
of $3,457,205 after payment of settlement costs.


                                       9
<PAGE>



Hearthstone, Trinity Hills, and McCurdy Facilities

The  Hearthstone  lease expired on November 7, 2000.  The parent  company of the
lessee filed for Chapter 11 bankruptcy in the United States Bankruptcy Court for
the District of Delaware.  The lessee and the Registrant  attempted to negotiate
an extension of the lease,  but were  unsuccessful  in doing so. The Hearthstone
lessee did not pay its April rent to  Registrant.  Registrant  negotiated  a new
lease with an unaffiliated operator,  effective May 1, 2001. All rental payments
to date to the Registrant have been timely.

The Trinity Hills lease expired on June 30, 2000, however,  the lessee continues
to lease the facility on a month-to-month basis. On February 2, 2000, the parent
company  of the  lessee of the  Trinity  Hills  facility,  filed for  Chapter 11
bankruptcy in the United States  Bankruptcy  Court for the District of Delaware.
At this time,  it is  uncertain if  bankruptcy  protection  will disrupt  future
payments  of lease  obligations.  The  Trinity  Hills  lessee is  current on its
minimum lease obligations,  but is deliquent on its rent participation  payments
to the Registrant. The lessee has notified the Registrant that it will not renew
its  lease.  Registrant  is  exploring  its  options  regarding  this  property,
including finding a new lessee or selling the property.

The lessee of the McCurdy  facility has defaulted on its minimum lease  payments
as of January 2001. The Registrant had attempted to work with the current lessee
to  stabilize  its census,  but the lessee was unable to do so.  After  numerous
conversations  with the lender and the  operator  of the  McCurdy  facility,  it
became apparent that  substantial  funds would need to be put into this facility
(which was built in the year 1916) with  substantial  risk that that money would
not be  regained.  The  Registrant  made  the  decision  that  it  will  not put
additional  money into this property.  The  Registrant  then informed the lender
that until the Registrant  received rental payments from the McCurdy lessee, the
Registrant  would  not  continue  to pay the  lender  mortgage  payments  on the
property.  The facility  was  foreclosed  by the lender on  September  11, 2001,
resulting in an extraordinary loss of $434,199.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

The Registrant's  primary market risk exposure is from  fluctuations in interest
rates and the  effects of those  fluctuations  on the market  values of its cash
equivalent short-term  investments.  The cash equivalent short-term  investments
consist primarily of overnight investments that are not significantly exposed to
interest  rate risk,  except to the extent that  changes in interest  rates will
ultimately affect the amount of interest income earned on these investments.

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

         On  September  11,  2001 Old  National Bank in  Evansville  obtained  a
         judgment  of  foreclosure  against  HealthCare  Properties,  LP on  the
         McCurdy property.  HealthCare Properties,  LP additionally withdrew its
         opposition  (and was  dismissed  from the  lawsuit) to a  complaint  by
         certain  property  owners  relating  to an interest it had claimed in a
         ground lease on the McCurdy.

Item 2.  Changes in Securities

         None

Item 3.  Defaults Upon Senior Securities

         None

Item 4.  Submission of Matters to a Vote of Security Holders

         None

                                       10
<PAGE>



Item 5.  Other Information

         None

Item 6.  Exhibits and Reports on Form 8-K

           (A)    Exhibit:

                  None

(B)      Reports on Form 8-K:

                  None
SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



HEALTHCARE PROPERTIES, L.P.

By:   CAPITAL REALTY GROUP SENIOR HOUSING, INC.
      General Partner



By:  /s/ Robert Lankford
    -------------------------------------
      Robert Lankford
      President
Date: November 13, 2001