United States
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Form 10-QSB/A

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

                 For the quarterly period ended September 30, 2002


[ ]   TRANSITION REPORT UNDER 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)

The issuer  recently  discovered  that it had  inadvertently  omitted  conformed
signatures on certain certifications included in its 10-QSB filing made November
14, 2002.  Original  signatures were complete and on file with the issuer at the
time the 10-QSB filing was made in November;  however,  due to a clerical error,
conformed  signatures were not included in the electronic filing. This amendment
is being filed solely to correct this inadvertent clerical error.

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS


                   RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP

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

                               September 30, 2002

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 812
   Receivables and deposits                                                     232
   Restricted escrow                                                          1,708
   Other assets                                                                 993
   Investment property:
       Land                                                   $ 6,357
       Buildings and related personal property                 76,746
                                                               83,103
       Less accumulated depreciation                          (46,075)       37,028
                                                                           $ 40,773
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 212
   Tenant security deposit liabilities                                          236
   Accrued property taxes                                                       212
   Other liabilities                                                            916
   Mortgage notes payable                                                    57,949

Partners' Deficit:
   General partner                                            $ (1,433)
   Limited partners (566 units issued and outstanding)        (17,319)      (18,752)
                                                                           $ 40,773

                   See Accompanying Notes to Financial Statements
</TABLE>


<PAGE>






                   RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
                      (in thousands, except per unit data)

<TABLE>
<CAPTION>

                                             Three Months Ended       Nine Months Ended
                                                September 30,           September 30,
                                              2002        2001        2002        2001
Revenues:
<S>                                        <C>         <C>         <C>         <C>
  Rental income                            $    3,111  $   3,314   $    9,578  $   9,867
  Other income                                    402        300        1,213      1,281
      Total revenues                            3,513      3,614       10,791     11,148

Expenses:
  Operating                                       984      1,134        3,189      3,675
  General and administrative                      116        123          366        388
  Depreciation                                    895        836        2,665      2,419
  Interest                                      1,038        963        2,940      2,905
  Property taxes                                  207        209          628        680
      Total expenses                            3,240      3,265        9,788     10,067

Net income                                 $      273  $     349   $    1,003  $   1,081

Net income allocated to general
  partner (3%)                             $        8  $      10   $       30  $      32
Net income allocated to
  limited partners (97%)                          265        339          973      1,049

                                           $      273  $     349   $    1,003  $   1,081

Net income per limited
  partnership unit                         $   468.20  $  598.94   $ 1,719.08  $1,853.36
Distributions per limited
  partnership unit                         $14,510.60  $1,782.68   $14,510.60  $2,745.58


                   See Accompanying Notes to Financial Statements
</TABLE>

<PAGE>


                   RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP

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


<TABLE>
<CAPTION>

                                     Limited
                                   Partnership   General      Limited
                                      Units      Partner     Partners       Total

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

Partners' deficit at
   December 31, 2001                   566       $(1,376)   $(10,079)    $(11,455)

Distributions to partners               --           (87)     (8,213)      (8,300)

Net income for the nine months
   ended September 30, 2002             --            30         973        1,003

Partners' deficit at
   September 30, 2002                  566       $(1,433)   $(17,319)    $(18,752)


                   See Accompanying Notes to Financial Statements
</TABLE>

                  RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                 Nine Months Ended
                                                                   September 30,
                                                                 2002          2001
Cash flows from operating activities:
<S>                                                             <C>          <C>
  Net income                                                    $ 1,003      $ 1,081
  Adjustments to reconcile net income to net cash
   provided by operating activities:
    Depreciation                                                   2,665       2,419
    Amortization of loan costs                                        31          31
    Change in accounts:
      Receivables and deposits                                       (90)        151
      Other assets                                                   (66)        (34)
      Accounts payable                                              (132)        137
      Tenant security deposit liabilities                            (58)         67
      Accrued property taxes                                         212         270
      Other liabilities                                              255         (23)
       Net cash provided by operating activities                   3,820       4,099

Cash flows from investing activities:
  Property improvements and replacements                          (1,691)     (2,070)
  Net deposits to restricted escrows                              (1,708)         --
       Net cash used in investing activities                      (3,399)     (2,070)

Cash flows from financing activities:
  Payments on mortgage note payable                                 (931)       (863)
  Proceeds from mortgage note payable                              9,500          --
  Loan costs paid                                                   (127)         --
  Advances from NHP                                                1,899          --
  Payments on advances from NHP                                   (1,899)         --
  Distributions to partners                                       (8,300)     (3,682)
       Net cash provided by (used in) financing activities           142      (4,545)

Net increase (decrease) in cash and cash equivalents                 563      (2,516)

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

Cash and cash equivalents at end of period                       $ 812        $ 472

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $ 2,863      $ 2,874

At  September  30,  2002  and  December  31,  2001,  property  improvements  and
replacements and accounts  payable were adjusted by  approximately  $139,000 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 nine months ended September 30, 2001.

                   See Accompanying Notes to Financial Statements
</TABLE>


<PAGE>


                   RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

The  accompanying  unaudited  financial  statements of Riverside Park Associates
Limited  Partnership (the  "Partnership" or "Registrant")  have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and  with the  instructions  to Form  10-QSB  and  Item  310(b)  of
Regulation  S-B.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  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 and nine month
periods ended September 30, 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.

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 nine months ended September 30, 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  $426,000 and $442,000 for the nine months ended
September  30, 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 $530,000 and $630,000 for the
nine months ended September 30, 2002 and 2001, respectively,  which are included
in  general  and  administrative   expenses,   investment   property  and  other
liabilities.  Included  in  these  amounts  are  fees  related  to  construction
management  services  provided by an affiliate of NHP of approximately  $201,000
and  $284,000  for  the  nine  months  ended   September   30,  2002  and  2001,
respectively. The construction management service fees are calculated based on a
percentage of current  additions to investment  property.  At September 30, 2002
approximately $35,000 was owed to affiliates for unpaid reimbursements.

In  accordance  with the  Partnership  Agreement,  NHP  loaned  the  Partnership
approximately  $1,899,000  during the nine months  ended  September  30, 2002 to
cover capital improvements, which included property improvements required by the
holder of the first mortgage  encumbering the Partnership's  property to be made
to the property in 2002. The loans were repaid from operations and proceeds from
the  financing of a second  mortgage  which closed  August 2, 2002 (see Note D).
Interest  was  charged  at  the  prime  rate  plus  2%.  Interest   expense  was
approximately $1,000 for the nine months ended September 30, 2002. There were no
such loans or payments of accrued  interest made to the  Partnership  during the
nine months ended September 30, 2001.

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 nine months ended September
30,  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.

Note D - Additional Financing

On  August  2,  2002,  the  Partnership  obtained  additional  financing  on its
investment  property in the amount of $9,500,000.  The second mortgage carries a
stated  interest rate of 6.50%.  Principal  and interest  payments on the second
mortgage of approximately  $75,000 will be due monthly beginning October 1, 2002
until  the loan  matures  in July  2020,  at which  time the loan  will be fully
amortized.   Total   capitalized   loan  costs  for  the  second  mortgage  were
approximately $127,000 at September 30, 2002.


<PAGE>




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

The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for forward-looking  statements in certain circumstances.  The matters discussed
in this report contain certain forward-looking  statements,  including,  without
limitation,  statements regarding future financial performance and the effect of
government regulations. The discussions of the Registrant's business and results
of operations,  including forward-looking statements pertaining to such matters,
do not take into account the effects of any changes to the Registrant's business
and  results of  operations.  Actual  results may differ  materially  from those
described in the forward-looking statements and will be affected by a variety of
risks and factors  including,  without  limitation:  national and local economic
conditions; the terms of governmental regulations that affect the Registrant and
interpretations of those regulations;  the competitive  environment in which the
Registrant  operates;  financing risks,  including the risk that cash flows from
operations  may be  insufficient  to meet  required  payments of  principal  and
interest;  real estate risks, including variations of real estate values and the
general  economic  climate in local markets and  competition for tenants in such
markets; and possible environmental liabilities. Readers should carefully review
the Registrant's financial statements and the notes thereto, as well as the risk
factors  described in the documents the Registrant  files from time to time with
the Securities and Exchange Commission.

The  Partnership's  sole  asset  is a 1,229  unit  apartment  complex  known  as
Riverside Park Apartments located in Fairfax County, Virginia. Average occupancy
for the  nine  months  ended  September  30,  2002  and  2001  was 95% and  96%,
respectively.

Results of Operations

The  Partnership's  net income for the nine months ended  September 30, 2002 was
approximately $1,003,000, compared to net income of approximately $1,081,000 for
the nine months ended September 30, 2001. The  Partnership's  net income for the
three months ended September 30, 2002 was approximately $273,000 compared to net
income of approximately  $349,000 for the three months ended September 30, 2001.
Net income  decreased  for the  comparable  periods  due to a decrease  in total
revenues, partially offset by a decrease in total expenses.

Total  revenues  decreased  for the nine months ended  September 30, 2002 due to
decreases in both rental and other  income.  Total  revenues  decreased  for the
three  months  ended  September  30,  2002 due to a decrease  in rental  income,
partially  offset by an increase in other income.  Rental  income  decreased for
both the three and nine months  ended  September  30, 2002  primarily  due to an
increase in bad debt expense, a decrease in occupancy, a decrease in the average
rental  rates,  and an  increase  in  concessions  offered at the  Partnership's
investment  property.  The  decrease in other  income for the nine months  ended
September 30, 2002 is primarily due to a decrease in corporate  housing  income,
which is no longer offered at the property,  and a decrease in interest  income,
partially  offset by  increases  in  utility  reimbursements,  cable  television
revenue,  late charges,  and an increase in insurance proceeds.  The increase in
other income for the three months ended  September  30, 2002 is due to increases
in utility reimbursements and cable television revenue.

Total expenses  decreased for both the three and nine months ended September 30,
2002 primarily due to a decrease in operating expenses, and, to a lesser extent,
a decrease in general and administrative expenses, partially offset by increases
in both  depreciation and interest  expense.  The decrease in total expenses for
the nine months ended  September  30, 2002 is also due to a decrease in property
tax  expense,  which  remained  relatively  constant  for the three months ended
September  30, 2002.  The decrease in operating  expenses for both the three and
nine months ended  September 30, 2002 is primarily due to decreases in corporate
housing  expenses,  which are no longer being offered at the  property,  utility
expenses,  maintenance expense, and advertising expense as a result of decreased
referral  fees.  The decrease in operating  expenses was partially  offset by an
increase in payroll  related  expenses.  Property tax expense  decreased for the
nine months ended  September  30, 2002 due to the timing and receipt of property
tax bills.  The  increase  in  depreciation  expense for both the three and nine
months ended September 30, 2002 is due to property improvements and replacements
placed into service during the past twelve months.  Interest  expense  increased
for  both  the  three  and  nine  months  ended  September  30,  2002 due to the
additional financing obtained on the Partnership's  investment  property,  which
resulted  in a larger debt  balance  (as  discussed  in  "Liquidity  and Capital
Resources"),  partially offset by scheduled  principal  payments  resulting in a
lower carrying balance of the first mortgage encumbering the property.

General and administrative expenses decreased for both the three and nine months
ended September 30, 2002 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 included in general and  administrative  expenses at both September 30, 2002
and 2001.

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.

Liquidity and Capital Resources

At  September  30,  2002,  the  Partnership  had cash and  cash  equivalents  of
approximately  $812,000,  compared to  approximately  $472,000 at September  30,
2001. The increase in cash and cash  equivalents of  approximately  $563,000 for
the nine months ended  September 30, 2002,  from the  Partnership's  fiscal year
end, is due to approximately $3,820,000 of cash provided by operating activities
and approximately  $142,000 of cash provided by financing activities,  partially
offset by approximately  $3,399,000 of cash used in investing  activities.  Cash
provided by financing  activities consisted primarily of proceeds resulting from
the financing of a second  mortgage on the investment  property and, to a lesser
extent,  the receipt of advances from NHP,  partially offset by distributions to
partners,  repayment of advances  from NHP,  payments of  principal  made on the
mortgage encumbering the Partnership's  investment property, and loan costs paid
related to the financing of the second  mortgage on the  property.  Cash used in
investing activities consisted of property improvements and replacements and net
deposits to escrow accounts  maintained by the mortgage lender.  The Partnership
invests its working capital reserves in interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures required at the property to adequately maintain the physical assets
and other operating  needs of the Partnership and to comply with Federal,  state
and local  legal and  regulatory  requirements.  The  General  Partner  monitors
developments in the area of legal and regulatory  compliance and is studying new
federal laws,  including the  Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act
of 2002  mandates  or suggests  additional  compliance  measures  with regard to
governance,  disclosure,  audit and other areas. In light of these changes,  the
Partnership  expects that it will incur higher  expenses  related to compliance,
including increased legal and audit fees. Capital  improvements  planned for the
Partnership's investment property are as follows.

The Partnership has budgeted, but is not limited to, approximately $1,563,000 of
capital  improvements  at the  property  for 2002  which  consist  primarily  of
structural  improvements,  interior  improvements,  garage and carport upgrades,
patio  and  balcony  upgrades,  energy  conservation  improvements,  maintenance
equipment, cabinet replacement, air conditioning and heating upgrades, and floor
covering  replacement.  As of  September  30,  2002,  the  Partnership  expended
approximately  $752,000  for capital  improvements  at its  investment  property
consisting  primarily  of  clubhouse  renovations,  air  conditioning  upgrades,
elevator  and  structural  improvements,  patio and  balcony  upgrades,  cabinet
replacements, interior improvements, major landscaping, water heaters, and floor
covering  replacement.  These  improvements  were  funded from  operations.  The
mortgage company is requiring that certain  improvements be made to the property
within the remainder of 2002. Most of these  improvements  have been included in
the 2002 budget.  Additional  improvements  may be considered and will depend on
the  physical  condition  of the  property as well as  replacement  reserves and
anticipated cash flow generated by the property.

The additional  capital  expenditures will be incurred only if cash is available
from  operations  and  Partnership  reserves.  To the extent that such  budgeted
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 first mortgage
indebtedness  of  approximately  $48,449,000 is being  amortized over 240 months
until  the loan  matures  on July 1,  2020 at which  time the loan will be fully
amortized.  On August 2, 2002, the Partnership  obtained additional financing on
its investment property in the amount of $9,500,000. The second mortgage carries
a stated interest rate of 6.50%.  Principal and interest  payments on the second
mortgage of approximately  $75,000 will be due monthly beginning October 1, 2002
until  the loan  matures  in July  2020,  at which  time the loan  will be fully
amortized.

The Partnership  distributed the following  amounts during the nine months ended
September 30, 2002 and 2001 (in thousands, except per unit data):

<TABLE>
<CAPTION>

                     Nine Months          Per          Nine Months          Per
                        Ended           Limited           Ended           Limited
                    September 30,     Partnership     September 30,     Partnership
                         2002             Unit             2001             Unit
Financing
<S>      <C>           <C>             <C>               <C>             <C>
Proceeds (1)           $8,120          $14,203.18        $   --          $      --
Operations                180              307.42         1,602           2,745.58
  Total                $8,300          $14,510.60        $1,602          $2,745.58
</TABLE>

(1)   From proceeds from the  additional  financing  obtained on Riverside  Park
      Apartments in August 2002.

During  the  nine  months  ended  September  30,  2001,  the  Partnership   paid
approximately  $2,080,000 in  distributions  from cash from  operations that the
Partnership had declared at December 31, 2000. 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
any  additional  distributions  to its partners  during the remainder of 2002 or
subsequent periods.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 382.62 limited  partnership  units
(the "Units") in the Partnership representing 67.60% of the outstanding Units at
September  30,  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 units of limited partnership  interest in the
Partnership  in  exchange  for cash or a  combination  of cash and  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 67.60% of
the outstanding  Units,  AIMCO is in a position to control all voting  decisions
with respect to the Partnership.  Although the associate  general partner of the
General  Partner  owes  fiduciary   duties  to  the  limited   partners  of  the
Partnership,  the  associate  general  partner of the General  Partner also owes
fiduciary duties to AIMCO, as its sole stockholder.  As a result,  the duties of
the associate general partner,  as managing general partner,  to the Partnership
and its limited partners may come into conflict with the duties of the associate
general partner to AIMCO, as its sole stockholder.

Critical Accounting Policies and Estimates

The financial  statements are prepared in accordance with accounting  principles
generally  accepted in the United States which require the  Partnership  to make
estimates and  assumptions.  The  Partnership  believes that of its  significant
accounting  policies,  the following may involve a higher degree of judgment and
complexity.

Impairment of Long-Lived Assets

Investment property is recorded at cost, less accumulated  depreciation,  unless
considered  impaired.  If events or  circumstances  indicate  that the  carrying
amount of a property may be impaired, the Partnership will make an assessment of
its recoverability by estimating the undiscounted  future cash flows,  excluding
interest charges, of the property.  If the carrying amount exceeds the aggregate
future cash flows,  the  Partnership  would  recognize an impairment loss to the
extent the carrying amount exceeds the fair value of the property.

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's  investment  properties.  These  factors  include  changes  in the
national,  regional and local economic  climate;  local  conditions,  such as an
oversupply  of  multifamily   properties;   competition   from  other  available
multifamily  property  owners and changes in market  rental  rates.  Any adverse
changes in these factors could cause an impairment in the Partnership's assets.


<PAGE>



Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized monthly as it is earned. The
Partnership will offer rental concessions during  particularly slow months or in
response  to  heavy  competition  from  other  similar  complexes  in the  area.
Concessions are charged to income as incurred.

ITEM 3.     CONTROLS AND PROCEDURES

The principal  executive officer and principal  financial officer of the General
Partner, who are the equivalent of the Partnership's principal executive officer
and  principal  financial  officer,  respectively,  have,  within 90 days of the
filing  date  of this  quarterly  report,  evaluated  the  effectiveness  of the
Partnership's  disclosure  controls and  procedures  (as defined in Exchange Act
Rules  (13a-14(c)  and  (15d-14(c))  and have  determined  that such  disclosure
controls and procedures are adequate.  There have been no significant changes in
the Partnership's internal controls or in other factors that could significantly
affect the  Partnership's  internal  controls since the date of evaluation.  The
Partnership does not believe any significant deficiencies or material weaknesses
exist in the Partnership's internal controls. Accordingly, no corrective actions
have been taken.


<PAGE>


                           PART II - OTHER INFORMATION



ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a) Exhibits:

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

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

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

     Exhibit 99  Certification  of Chief  Executive  Officer and Chief Financial
          Officer

            b) Reports on Form 8-K:

                  None filed during the quarter ended September 30, 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/Thomas C. Novosel
                                          Thomas C. Novosel
                                          Senior Vice President and
                                          Chief Accounting Officer


                                    Date: January 9, 2003


<PAGE>



                                  CERTIFICATION


I, Patrick J. Foye, certify that:


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


2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities, particularly during the period in which this quarterly report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      quarterly report (the "Evaluation Date"); and


      c)  Presented  in  this  quarterly   report  our  conclusions   about  the
      effectiveness  of the  disclosure  controls  and  procedures  based on our
      evaluation as of the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  November 13, 2002

                                /s/Patrick J. Foye
                                Patrick J. Foye
                                Executive   Vice  President  of  NHP  Management
                                Company,   equivalent  of  the  chief  executive
                                officer of the Partnership


<PAGE>



                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


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


2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities, particularly during the period in which this quarterly report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      quarterly report (the "Evaluation Date"); and


      c)  Presented  in  this  quarterly   report  our  conclusions   about  the
      effectiveness  of the  disclosure  controls  and  procedures  based on our
      evaluation as of the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date:  November 13, 2002

                                    /s/Paul J. McAuliffe
                                    Paul J. McAuliffe
                                    Executive Vice President and Chief Financial
                                    Officer of NHP Management Company, A Limited
                                    Partnership,   equivalent   of   the   chief
                                    financial officer of the Partnership


<PAGE>


Exhibit 99


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                   Section 906 of the Sarbanes-Oxley Act of 2002



In  connection  with the  Quarterly  Report  on Form  10-QSB of  Riverside  Park
Associates  (the  "Partnership"),  for the quarterly  period ended September 30,
2002 as filed with the  Securities  and Exchange  Commission  on the date hereof
(the  "Report"),  Patrick  J. Foye,  as the  equivalent  of the chief  executive
officer of the  Partnership,  and Paul J.  McAuliffe,  as the  equivalent of the
chief financial officer of the Partnership,  each hereby certifies,  pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that, to the best of his knowledge:

      (1)   The Report fully complies with the  requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      (2)   The  information  contained in the Report  fairly  presents,  in all
            material respects, the financial condition and results of operations
            of the Partnership.


                                           /s/Patrick J. Foye
                                    Name:  Patrick J. Foye
                                    Date:  November 13, 2002


                                           /s/Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  November 13, 2002


This  certification  accompanies  the  Report  pursuant  to  Section  906 of the
Sarbanes-Oxley  Act of 2002 and shall not,  except to the extent required by the
Sarbanes-Oxley  Act of 2002, be deemed filed by the  Partnership for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.