SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended September 30, 2002             Commission File Number  0-17717


                           FOUNDATION REALTY FUND, LTD
                           ---------------------------
             (Exact name of Registrant as specified in its charter)


          Florida                                               59-2802896
          -------                                               ----------
(State or other jurisdiction of                            (IRS Employer ID No.)
incorporation or organization)


          1100 Abernathy Road NE
  Building 500, Suite 700, Atlanta, GA                               30328
  ------------------------------------                               -----
(Address of principal executive offices)                           (Zip Code)


Registrant's Telephone Number, Including Area Code - (770) 551-0007



Indicate by check mark whether the Registrant (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or 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


  Number of share outstanding of each of Registrant's classes of securities.


Title of Each Class                    Number of Units
                                       September 30, 2002
Units of Limited Partnership           9,407

Interest:                              $1,000 per unit


DOCUMENT INCORPORATION BY REFERENCE
Part IV - Registration Statement S-11, File No. 33-13849

<PAGE>
                          FOUNDATION REALTY FUND, LTD.
                         (A Florida Limited Partnership)


                          INDEX TO FINANCIAL STATEMENTS


Part I - Financial Information
                                                                    Page No.

Balance Sheets as of September 30, 2002 and December 31, 2001          3


Statements of Operations -
For the Nine Months Ended September 30, 2002 and 2001                  4

Statements of Operations -
For the Three Months Ended September 30, 2002 and 2001                 5

Statements of Partners' Equity (Deficit) -
For the Nine Months Ended September 30, 2002 and 2001                  6

Statements of Cash Flows -
For the Nine Months Ended September 30, 2002 and 2001                  7

Notes to Financial Statements                                       8-10

Management's Discussion and Analysis of Financial
Condition and Results of Operations                                11-12

<PAGE>
                          FOUNDATION REALTY FUND, LTD.
                         (A Florida Limited Partnership)

                                 BALANCE SHEETS



                                          September 30, 2002   December 31, 2001
                                              (Unaudited)          (Audited)

  ASSETS

Apartment Properties, at Cost                $ 22,727,647        $ 22,631,101
Less - Accumulated Depreciation                (8,971,797)         (8,559,129)
                                             ------------        ------------
                                               13,755,850          14,071,972

Cash and Cash Equivalents                         755,292             584,564
Restricted Cash                                   686,883             477,695
Prepaid Expenses                                   25,551               7,174
Deferred Loan Cost (Net of Accumulated
 Amortization of $207,771 and $176,605)            83,108             114,273
                                             ------------        ------------

TOTAL ASSETS                                 $ 15,306,684        $ 15,255,678
                                             ============        ============



LIABILITIES AND PARTNERS' EQUITY (DEFICIT)


Liabilities:

Notes Payable                                $ 17,006,438        $ 17,169,423
Interest Expense Payable                          109,004                   0
Accounts Payable                                  354,784              42,203
Security Deposits                                  97,988              99,399
Unearned Rents                                    136,100              32,369
                                             ------------        ------------
TOTAL LIABILITIES                              17,704,314          17,343,394
                                             ------------        ------------


Partners' Equity (Deficit)
Limited Partners' Equity (Deficit) (9,407
units outstanding @ September 30, 2002 and
December 31, 2001)                             (2,143,972)         (1,835,443)


General Partners' Equity (Deficit)               (253,658)           (252,273)
                                             ------------        ------------


TOTAL PARTNERS' EQUITY (DEFICIT)               (2,397,630)         (2,087,716)
                                             ------------        ------------


TOTAL LIABILITIES AND PARTNERS' EQUITY
(DEFICIT)                                    $ 15,306,684        $ 15,255,678
                                             ============        ============

                                       3
<PAGE>
                          FOUNDATION REALTY FUND, LTD.
                         (A Florida Limited Partnership)

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

                     FOR THE NINE MONTHS ENDED SEPTEMBER 30

                                             2002                2001
  Property Operations:
  Rental Income                          $2,608,213           $2,838,252
  Miscellaneous                             136,556              116,598
                                         ----------           ----------
                                          2,744,769            2,954,850
                                         ----------           ----------
  Expenses:
  Depreciation                              412,668              412,668
  Payroll                                   327,399              342,410
  Real Estate Taxes                         242,145              235,962
  Utilities                                 126,341              126,738
  Repairs & Maintenance                     291,908              455,535
  Management Fee - General Partner          137,307              148,336
  Insurance                                  29,930               38,523
  Landscaping                                59,201               62,397
  Other                                     100,184              117,017
                                         ----------           ----------
                                          1,727,083            1,939,586
                                         ----------           ----------


  Income from Property Operations         1,017,686            1,015,264
  Interest Income                             3,957               21,380
                                         ----------           ----------
                                          1,021,643            1,036,644
                                         ----------           ----------

  Other Expenses:
  Interest                                  983,798              996,599
  Amortization                               31,166               31,166
  General & Administrative - Affiliate        1,080                1,030
  Other General & Administrative             33,303              111,851
                                         ----------           ----------
                                          1,049,347            1,140,646
                                         ----------           ----------

  Net Income (Loss)                        ($27,704)           ($104,002)
                                         ==========           ==========

  Allocation of Net Income (Loss) -
  Limited Partners                         ($26,319)            ($98,802)
  General Partners                           (1,385)              (5,200)
                                         ----------           ----------
                                           ($27,704)           ($104,002)
                                         ==========           ==========

  Net Income (Loss) Per
    Limited Partnership Unit               ($  2.80)             ($10.50)

  Number of Limited Partnership Units         9,407                9,407

                                       4
<PAGE>
                          FOUNDATION REALTY FUND, LTD.
                         (a Florida Limited Partnership)

                             STATEMENT OF OPERATIONS
                                   (Unaudited)

                     FOR THE THREE MONTHS ENDED SEPTEMBER 30



                                                         2002            2001
Property Operations:
 Rental Income                                         $ 897,074       $ 940,223
 Miscellaneous                                            35,012          43,255
                                                       ---------       ---------
                                                         932,086         983,478
                                                       ---------       ---------
Expenses:
 Depreciation                                            137,556         137,556
 Payroll                                                 116,509         119,639
 Real Estate Taxes                                        80,715          78,654
 Utilities                                                45,275          47,505
 Repairs and Maintenance                                 114,420          93,964
 Property Management - General Partner                    45,010          48,579
 Insurance                                                 6,315          12,841
 Landscaping                                              12,962          18,487
 Other                                                    35,243          72,984
                                                       ---------       ---------
                                                         594,005         630,209
                                                       ---------       ---------

Income from Property Operations                          338,081         353,269
Interest Income                                            1,417           6,672
                                                       ---------       ---------
                                                         339,498         359,941
                                                       ---------       ---------

Other Expenses:
 Interest                                                327,060         331,769
 Amortization                                             10,389          10,389
 General and Administrative -Affiliate                        80               0
 Other General and Administrative                         25,422          10,289
                                                       ---------       ---------
                                                         362,951         352,447
                                                       ---------       ---------

Net Income (Loss)                                      ($ 23,453)      $   7,494
                                                       =========       =========

Allocation of Net Income (Loss)-
 Limited Partners                                      ($ 22,280)      $   7,119
 General Partners                                         (1,173)            375
                                                       ---------       ---------

                                                       ($ 23,453)      $   7,494
                                                       =========       =========

Net Income (Loss) Per
 Limited Partnership Unit                              ($   2.37)      $     .76

Number of Limited Partnership Units                        9,407           9,407

                                       5
<PAGE>
                          FOUNDATION REALTY FUND, LTD.
                         (A Florida Limited Partnership)

                    STATEMENTS OF PARTNERS' EQUITY (DEFICIT)
                                   (Unaudited)


              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001


                                   Limited          General         Total
                                   Partners'        Partners'      Partners'
                                   Equity           Equity          Equity
                                  (Deficit)        (Deficit)       (Deficit)

  Balance, December 31, 2000     ($1,375,820)     ($250,362)     ($1,626,182)

  Distribution to Partners          (317,486)             0         (317,486)

  Net Income (Loss)                  (98,802)        (5,200)        (104,002)
                                 -----------      ---------      -----------

  Balance, September 30, 2001    ($1,792,108)     ($255,562)     ($2,047,670)
                                 ===========      =========      ===========


  Balance, December 31, 2001     ($1,835,443)     ($252,273)     ($2,087,716)

  Distribution to Partners          (282,210)             0         (282,210)

  Net Income (Loss)                  (26,319)        (1,385)         (27,704)
                                 -----------      ---------      -----------

  Balance, September 30, 2002    ($2,143,972)     ($253,658)     ($2,397,630)
                                 ===========      =========      ===========

                                       6
<PAGE>
                          FOUNDATION REALTY FUND, LTD.
                         (A Florida Limited Partnership)


                            STATEMENTS OF CASH FLOWS



              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                   (Unaudited)


                                                           2002          2001
Net Cash Provided by Operating Activities:
Net Income (Loss)                                       ($ 27,704)    ($104,002)
Adjustments to Reconcile Net Loss to Net Cash
Provided by Operating Activities:
Depreciation                                              412,668       412,668
Amortization                                               31,166        31,166
Changes in Operating Assets and Liabilities:
(Increase) in Prepaids                                    (18,377)      (16,717)
Increase in Accounts Payable                              421,585       251,875
Increase (Decrease) in Security Deposits                   (1,411)        3,480
Increase (Decrease) in Unearned Rents                     103,731       (12,455)
(Increase) in Restricted Cash                            (209,189)     (158,678)
                                                        ---------     ---------

Net Cash Provided by Operating Activities                 712,469       407,337
                                                        ---------     ---------

Cash Flows From Investing Activities:
Improvements to Apartment Properties                      (96,546)      (60,061)
                                                        ---------     ---------

Net Cash Used in Investing Activities                     (96,546)      (60,061)
                                                        ---------     ---------

Cash Flow from Financing Activities:
Payments from Notes Payable                              (162,985)     (150,803)
Distributions to Partners                                (282,210)     (317,486)
                                                        ---------     ---------

Net Cash Used by Financing Activities                    (445,195)     (468,289)
                                                        ---------     ---------

Increase (Decrease) in Cash                               170,728      (121,013)
Cash and Cash Equivalents at Beginning of Period          584,564       698,333
                                                        ---------     ---------
Cash and Cash Equivalents at End of Period              $ 755,292     $ 577,320
                                                        =========     =========

Supplemental Cash Flow Information:
Interest Paid                                           $ 983,798     $ 996,599

                                       7
<PAGE>
                           FOUNDATION REALTY FUND, LTD
                         A Florida Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

  NOTE 1 - ORGANIZATION:

  Foundation Realty Fund, Ltd., (the "Partnership"), a Florida Limited
  Partnership, was formed April 14, 1987 under the laws of Florida.
  Operations commenced on January 12, 1988.  The Partnership operates
  two apartment properties.  The Partnership will terminate on
  December 31, 2020, or sooner, in accordance with the terms of the
  Limited Partnership Agreement.  The Partnership has received Limited
  and General Partner capital contributions of $9,407,000 and $1,000
  respectively.  J. Robert Love, an individual, and RJ Properties,
  Inc., a wholly owned subsidiary of Raymond James Financial, Inc.
  are the General Partners and they manage and control the business of
  the Partnership.

  Operating profits and losses are allocated 95% to the Limited
  Partners and 5% to the General Partners.  Cash from operations will be
  shared 95% by the Limited Partners and 5% by the General Partners;
  however, distributions to the General Partners are subordinated to
  certain preferred returns to the Limited Partners.  The Limited
  Partnership Agreement states that no cash from operations shall be
  distributed to the General Partners in any year until Limited Partners
  have received distributions in such year in an amount equal to 7% of
  their adjusted capital contribution.  Profit and loss and cash
  distributions from sales of properties will be allocated as formulated
  in the Limited Partnership Agreement.

  The Limited Partnership Agreement state that cash distribution from
  sales will be distributed first to the General Partners until they
  receive 5% of aggregate distributions of cash from operations.  Cash
  distributions from sales will be distributed second to each Limited
  Partner an equal amount to their adjusted capital contribution plus an
  amount equal to an 8% per annum, cumulative but non-compounded return.
  Cash distributions from sales will be distributed third to the General
  Partners until they have received cumulative distributions in an amount
  equal to 3% of the aggregate disposition price of properties sold by the
  Partnership.  Cash distributions from sales will be distributed fourth,
  the balance if any, 85% to the Limited Partners and 15% to the General
  Partners.

  NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

  Basis of Accounting/Revenue Recognition

  The Partnership utilizes the accrual basis of accounting whereby
  revenues are recognized when earned and expenses are recognized as
  obligations are incurred.  The partnership does not recognize revenue upon
  the collection of security deposits but sets up a liability for the amount
  received.

  Cash and Cash Equivalents

  It is the Partnership's policy to include short-term investments
  with an original maturity of three months or less in Cash and Cash
  Equivalents.  These short-term investments are comprised of money
  market funds and repurchase agreements.

                                       8
<PAGE>
  Restricted Cash

  Restricted cash include $588,895 at September 30, 2002 and $378,296
  at December 31, 2001 of cash held in escrow for the payment of real
  estate taxes, insurance premiums and capital replacement items.
  Restricted cash also include $97,988 at September 30, 2002 and
  $99,399 at December 31, 2001 of tenant security deposits held in
  an escrow account.

  Income Taxes

  No provisions for income taxes has been made in these financial
  statements, as income taxes are a liability of the partners rather
  than of the Partnership.

  Depreciation

  The apartment buildings are being depreciated over 35 years using
  the straight-line method.  Furniture and fixtures are being depreciated
  over 8 years using the straight-line method.

  NOTE 3 - COMPENSATION, REIMBURSEMENTS AND ACCRUALS TO THE GENERAL
  PARTNERS AND AFFILIATES:

  The General Partners and affiliates are entitled to the following
  types of compensation and reimbursement for costs and expenses
  incurred for the Partnership for the nine months ended September 30, 2002.

  Property Management Fees                 $137,307
  General and Administrative Costs            1,080

  The terms of the property management agreement call for the Corporate General
  Partner to receive a monthly fee of up to 5% of the monthly gross receipts
  from residential property operations.

  Property management fees in the amount of $11,100 are due to the Corporate
  General Partner at September 30, 2002.  Property management fees in the amount
  of $15,801 were due to the Corporate General Partner at December 31, 2001.
  There were no amounts due from related parties at September 30, 2002 or
  December 31, 2001.

  NOTE 4 - LEASES AND APARTMENT PROPERTIES:

  The Partnership owns two apartment complexes leased to residents under
  short term operating leases.  A summary of the apartment properties
  is as follows:

                                       September 30,       December 31,
                                           2002                2001

  Land                                 $ 3,141,510         $ 3,141,510
  Buildings                             17,298,118          17,298,118
  Furniture & Fixtures                   2,288,019           2,191,473
                                       -----------         -----------
  Apartment Properties, at Cost         22,727,647          22,631,101
  Less: Accumulated Depreciation        (8,971,797)         (8,559,129)
                                       -----------         -----------
                                       $13,755,850         $14,071,972
                                       ===========         ===========

  NOTE 5 - NOTES PAYABLE:

  The notes payable are secured by the apartment properties.

                                       9
<PAGE>
  NOTE 6 - BASIS OF PREPARATION:

  The unaudited financial statements presented herein have been pre-
  pared in accordance with the instructions to Form 10-Q and do not
  include all of the information and note disclosures required by
  generally accepted accounting principals.  These statements should
  be read in conjunction with the financial statements and notes thereto
  included in the Partnership's Form 10-K for the year ended December
  31, 2001.  In the opinion of management, such financial statements
  include all adjustments, consisting only of normal recurring adjust-
  ments, necessary to summarize fairly the Partnership's financial
  position and results of operations.  The results of operations for
  the periods may not be indicative of the result to be expected for
  the year.

  NOTE 7 - SUBSEQUENT EVENT:

  On or about October 31, 2002, the Partnership will pay distributions of
  $70,552 to the Limited Partners.

  NOTE 8 - OTHER MATTERS:

  In June 2001, the Limited Partners of the Partnership voted for a plan of
  liquidation and dissolution that authorizes the Managing General Partner of
  the Partnership to sell all of the assets of the Partnership and effectuate
  the orderly liquidation and winding-up of the business of the Partnership.
  Marketing materials and property brochures have been made to begin the
  liquidation process.  The Partnership has entered into a binding, non-
  contingent contract for the sale of the Oakwood Village Apartments.  If the
  buyer's due diligent progresses as expected, we anticipate the sale to occur
  before the end of the year.

                                       10
<PAGE>
                          FOUNDATION REALTY FUND, LTD.
                         (A Florida Limited Partnership)

  Management's Discussion and Analysis of Financial Condition and Results of
  Operations

  Rental income for the nine months ended September 30, 2001 was
  $2,838,252 as compared to $2,608,213 for the comparable period ended
  September 30, 2002.  Income from property operations for the nine months
  ended September 30, 2001 was $1,015,264 as compared to $1,017,686 for the
  comparable period ended September 30, 2002.  The large rental income
  differential of $230,039 or 8.1% was primarily a result of an increase in the
  number of vacant units at the two properties which resulted in a rental income
  decrease of $144,545 and an $153,453 increase in the rental concessions
  offered because of the competitive rental markets in Atlanta and Durham.
  The much smaller differential in income from property operations was a
  result of higher repair and maintenance costs primarily at the Springfield
  Apartments in the prior year.  In 2001, the Springfield Apartments were
  painted and had some wood replacement at a cost of $110,000.  In addition,
  approximately $40,000 was spent for roof repairs and replacements at the
  property.  Finally, the partnership experienced a positive income variance
  of $24,698 in telephone service commissions earned at both properties.
  Rental income for the three months ended September 30, 2001 was $940,223 as
  compared to $897,074 for the comparable period ended September 30, 2002.
  Income from property operations remained relatively stable and totaled
  $353,269 for the three months ended September 30, 2001 verse $338,081 for the
  three months ended September 30, 2002.

  Interest expense decreased from $996,599 for the nine months ended September
  30, 2001 to $983,798 for the nine months ended September 30, 2002. Other
  general and administrative costs decreased $78,548 from September 30, 2001 to
  September 30, 2002.  The general and administrative expense decrease is solely
  attributable to the costs incurred as a result of last year's proxy and
  consent statement sent to all limited partners and filed with the Securities
  and Exchange Commission.

  Net loss for the nine months ended September 30, 2001 was $104,002 or $10.50
  per Limited Partnership Unit outstanding as compared to a net loss of
  $27,704 or $2.80 per Limited Partnership Unit for the comparable period
  ended September 30, 2002.  The $76,298 positive variance is attributable
  to decreases in the Springfield repair and maintenance items mentioned
  above, and the proxy expense and many other small expense variances offset by
  a $210,088 decrease in total property income which resulted because of a
  higher vacancy rate and the prevalence of rental concessions.

  A net income of $7,494 occurred for the three months ended September 30, 2001
  versus a net loss of $23,453 for the three months ended September 30, 2002.
  This change was a result a $15,188 decrease in income from property operations
  caused by the higher vacancy rate and the prevalence of rental concessions, a
  $5,255 decrease in interest income due to a lower interest yield and
  approximately $15,000 in legal costs relative to the sale contract work for
  the Oakwood Village Apartments.

                                       11
<PAGE>
  Liquidity and Capital Resources

  In management's opinion, working capital reserves and liquidity are
  sufficient to meet the short-term operating needs of the Partnership.

  Cash provided by operating activities increased by $305,132 for the nine
  month period ended September 30, 2002 as compared to the nine month
  period ended September 30, 2001.  The change resulted primarily from
  a $76,298 decrease in the net loss caused by lower operating expenses in
  the repair and maintenance and proxy expense areas coupled with a $116,186
  increase in prepaid rents and a $169,710 increase in accounts payable.  These
  items were offset by a $50,511 increase in the restricted cash balance.

  Cash used by investing activities totaled $60,061 at September 30, 2001 as
  compared to $96,546 at September 30, 2002. The primary reasons for the current
  year increase were the purchase of $12,650 of fitness center equipment for
  both apartment communities and a $16,847 increase in the purchases of new
  carpets at the two apartment communities.

  Cash used by financing activities decreased by $23,094 from the nine
  month period ended September 30, 2002 when compared to the nine month period
  ended September 30, 2001.  The increase is attributed to a $12,182 increase in
  principal payments on the partnership's notes payable offset by a $35,276
  reduction in limited partner distributions.


  ITEM 6 - EXHIBIT AND REPORTS ON FORM 8-K

  a)  Exhibits - NONE

  b)  Reports on Form 8-K - NONE

                                       12
<PAGE>
                                   SIGNATURES


  Pursuant to the requirements of the Securities and Exchange Act of 1934,
  the report has been signed by the following persons on behalf of the
  Registrant and in the capacities and on the date indicated.


  FOUNDATION REALTY FUND, LTD.
  A Florida Limited Partnership

  By: RJ PROPERTIES, INC. a General Partner




   11/06/02                 J. Robert Love - President
    Date                    (Signature)





   11/06/02                 Alan G. Lee - Secretary
    Date                    (Signature)


                                       13
<PAGE>
                                  CERTIFICATION
                                  -------------


I John R. Luckett certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Foundation Realty
Fund, Ltd.;

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 represent 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 have;

a)     designed such disclosures 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 the 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 there were significant changes in internal controls or
in other factors that could significantly affect internal

                                       14
<PAGE>
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.


November 6, 2002
Simpson Property Group - Submanager





John R. Luckett
------------------------
Vice President - Finance

                                       15
<PAGE>
                                  CERTIFICATION


I J. Robert Love certify that:

1.     I have reviewed this quarterly report on Form 10-Q of Foundation Realty
Fund, Ltd.;

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 represent 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 have;

a)     designed such disclosures 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 the 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 there were significant changes in internal controls or
in other factors that could significantly affect internal

                                       16
<PAGE>
controls subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.


November 6, 2002
RJ Properties, Inc. - Managing General Partner





J. Robert Love
--------------
President



                                       17