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 March 31, 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 75240
              ----------------------------------------------------
                     (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>
                                                                            MARCH 31, 2001         DECEMBER 31, 2000
                                                                            --------------         -----------------
                                                                              (UNAUDITED)               AUDITED
                                                                              -----------               -------
ASSETS
------
<S>                                                                        <C>                     <C>
Cash and cash equivalents                                                  $      9,140,969        $     13,514,255

Accounts receivable, less allowance for doubtful
  accounts of $974,837 in 2001 and $798,737 in 2000                                 623,161                 753,814

Prepaid expenses and other                                                              432                  15,200

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

Property and improvements, net                                                    6,337,912               6,451,238

Deferred charges, less accumulated amortization
  of $876,097 in 2001 and $858,281 in 2000                                           79,510                  97,326
                                                                           ----------------        ----------------

          Total assets                                                     $     20,644,511        $     25,294,360
                                                                           ================        ================

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

Accounts payable and accrued expenses                                       $       496,985        $        564,449

Operating facility accounts payable                                                  72,452                 148,313

Mortgage loans payable                                                            4,729,545               4,772,795
                                                                            ---------------        ----------------

                                                                                  5,298,982               5,485,557
                                                                            ---------------        ----------------

Partnership equity (deficit):
  Limited partners (4,148,325 units outstanding in 2001
    and 2000)                                                                    15,374,767              19,748,775
  General partner                                                                   (29,238)                 60,028
                                                                            ----------------       ----------------
                                                                                 15,345,529              19,808,803
                                                                            ---------------        ----------------

          Total liabilities and partnership equity                          $    20,644,511        $     25,294,360
                                                                            ===============        ================
</TABLE>

                        See notes to financial statements

                                       1
<PAGE>
                  HEALTHCARE PROPERTIES, L.P. AND SUBSIDIARIES
                        (A Delaware Limited Partnership)

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                      THREE MONTHS ENDED
                                                                          MARCH 31, 2001               MARCH 31, 2000
                                                                          --------------               --------------
Revenues:
<S>                                                                     <C>                           <C>
   Rental                                                                $     1,030,902              $       992,832
   Net patient services                                                        1,453,239                    1,435,662
                                                                         ---------------              ---------------
                                                                               2,484,141                    2,428,494
                                                                         ---------------              ---------------
Expenses:
   Facility operating expenses                                                 1,310,244                    1,226,883
   Depreciation                                                                  133,826                      133,168
   Administrative and other                                                      247,653                      326,363
   Bad debts                                                                     244,623                       15,000
                                                                         ---------------              ---------------
                                                                               1,936,346                    1,701,414
                                                                         ---------------              ---------------
       Income from operations                                                    547,795                      727,080
                                                                         ---------------              ---------------
Other income (expenses):
   Gain on disposition of property                                                     0                      302,787
   Interest income                                                               125,532                      188,180
   Interest expense                                                             (118,785)                    (132,189)
   Amortization                                                                  (17,816)                     (34,319)
                                                                         ---------------              ---------------
                                                                                 (11,069)                     324,459
                                                                         ----------------             ---------------

           Net income                                                    $       536,726              $     1,051,539
                                                                         ===============              ===============

Allocation of net income
   Limited partner                                                       $       525,992              $     1,036,564
   General partner                                                                10,734                       14,975
                                                                         ---------------              ---------------
                                                                         $       536,726              $     1,051,539
                                                                          ==============              ===============

Basic per limited partnership unit calculations:
   Net income                                                            $           .13              $           .25
                                                                          ==============              ===============
   Distributions                                                         $          1.18              $             0
                                                                          ==============              ===============

WEIGHTED AVERAGE NUMBER OF UNITS                                               4,148,325                    4,148,325
                                                                          ==============              ===============
</TABLE>
                        See notes to financial statements

                                       2
<PAGE>
<TABLE>
<CAPTION>
                  HEALTHCARE PROPERTIES, L.P. AND SUBSIDIARIES
                        (A Delaware Limited Partnership)

             CONSOLIDATED STATEMENTS OF PARTNERSHIP EQUITY (DEFICIT)

                                                       LIMITED              GENERAL
                                                       PARTNERS             PARTNERS              TOTAL
                                                       --------             --------              -----
<S>         <C> <C>                                <C>                 <C>                  <C>
EQUITY at
   December 31, 2000                               $   19,748,775      $     60,028         $   19,808,803

Distributions                                          (4,900,000)         (100,000)            (5,000,000)

Net Income - Unaudited                                    525,992            10,734                536,726
                                                   --------------      ------------         --------------

EQUITY (DEFICIT) at
   March 31, 2001 - Unaudited                      $   15,374,767      $    (29,238)        $   15,345,529
                                                   ==============      =============        ==============
</TABLE>

                        See notes to financial statements

                                       3
<PAGE>
                  HEALTHCARE PROPERTIES, L.P. AND SUBSIDIARIES
                        (A Delaware Limited Partnership)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                             THREE MONTHS ENDED
                                                                                 MARCH 31, 2001             MARCH 31, 2000
                                                                                 --------------             --------------
<S>                                                                               <C>                        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                                     $     536,726              $   1,051,539
   Adjustments to reconcile net income to
     net cash provided by operating activities:
             Bad debts                                                                  244,623                     15,000
             Depreciation and amortization                                              151,642                    167,487
             Gain on disposition of property, net                                             0                   (302,787)
             Changes in assets and liabilities:
                   Accounts receivable                                                 (113,970)                   882,506
                   Prepaid expenses                                                      14,768                    (54,228)
                   Accounts payable and accrued expenses                               (143,325)                     3,064
                                                                                  --------------             -------------
                    NET CASH PROVIDED BY
                    OPERATING ACTIVITIES                                                690,464                  1,762,581
                                                                                  -------------              -------------
             CASH FLOWS FROM INVESTING ACTIVITIES:
                  Proceeds from sale of property                                              0                  2,279,225
                  Purchases of property and improvement                                 (20,500)                    (2,300)
                                                                                  --------------             -------------
                    NET CASH (USED IN) PROVIDED BY
                    INVESTING ACTIVITIES                                                (20,500)                 2,276,925
                                                                                  --------------             -------------
            CASH FLOWS FROM FINANCING ACTIVITIES:
                  Distributions to partners                                          (5,000,000)                         0
                  Payments on mortgage loans payable                                    (43,250)                  (186,185)
                                                                                  --------------             --------------
                    NET CASH USED IN
                    FINANCING ACTIVITIES                                             (5,043,250)                  (186,185)
                                                                                  --------------             --------------
NET (DECREASE) INCREASE IN CASH
AND CASH EQUIVALENTS                                                                 (4,373,286)                 3,853,321

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

CASH AND CASH EQUIVALENTS
   End of Period                                                                  $   9,140,969              $  17,577,257
                                                                                  =============              =============

CASH PAID FOR INTEREST                                                            $      89,785              $     132,189
                                                                                  =============              =============
</TABLE>
                        See notes to financial statements

                                       4
<PAGE>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 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
footnotes required by generally accepted accounting principles for complete
consolidated financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) 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 footnotes 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. 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.

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:

                                       5
<PAGE>
                                                THREE MONTHS ENDED
                                       MARCH 31, 2001         MARCH 31, 2000
                                       --------------         --------------
Salary and benefit reimbursements      $      952,503          $      842,597
Administrative reimbursements                  49,329                  45,592
Asset management fees                               0                  61,452
Property management fees                      101,727                 100,314
General partner fees                           22,545                  24,196
                                       --------------          --------------
                                       $    1,126,104          $    1,074,151
                                       ==============          ==============

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 three months ended
March 31, 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 March 31, 2001, seven of
the original twelve properties had either been sold or deeded back to the
lender, leaving the Registrant with two properties secured by debt and three
properties unleveraged. With the exception of the Cambridge facility, which is
operated by the Registrant and consequently not leased to a third party
operator, the status of the remaining triple net leases to third party operators
is as follows: the McCurdy and Crenshaw Creek facility expire 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. As of March
31, 2001, a remaining Cedarbrook facility and the McCurdy facility are
classified as assets held for sale.

                                       6
<PAGE>

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.

As of March 31, 2001, Registrant had cash and cash equivalents aggregating
$9,140,969. 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 $5,000,000 and $0 were made for the first quarters ending March
31, 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 THREE MONTHS ENDING MARCH 31, 2001

Rental revenues for the three months ended March 31, 2001 increased $38,070 from
the comparable three months ended March 31, 2000, due to increased revenue
participation from leased facilities. Net patient services for the three months
ended March 31, 2001 increased $17,577 from the three months ended March 31,
2000 primarily due to increased occupancy at the Cambridge facility. Interest
income for the three months ended March 31, 2001 decreased $62,648 from the
three months ended March 31, 2000 and was primarily due to decreasing cash
available for investment. A gain of $302,787 was recognized for the three months
ended March 31, 2000 due to the sale of the Cane Creek facility.

Facility operating expenses for the three months ended March 31, 2001 increased
by $83,361 from the comparable 2000 period primarily due to increased nursing
salary cost at the Cambridge facility. Depreciation for the three months ended
March 31, 2001, slightly increased $658 from the comparable 2000 period. .
Administrative expenses decreased $78,710 for the three months ended March 31,
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 $229,623 for the three months ended March 31, 2001 in comparison to
the 2000 period due to non-collection of rent on the McCurdy lease. Interest
expense for the three months ended March 31, 2001 decreased by $13,404 from the
comparable 2000 period, and is due to the sale of the Cane Creek facility and
retirement of the related mortgage. Amortization expense for the three months
ended March 31, 2001 decreased $16,503 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.

Cash and cash equivalents as of March 31, 2001 decreased by $4,373,286 from the
balance at December 31, 2000. Cash flows decreased by $8,226,607 for the three
months ending March 31, 2001 in comparison to the three months ending March 31,
2001 primarily due to cash proceeds from the sale of the Cane Creek facility in
2000, collection of a $700,000 bad-debt recovery administrative claim approved
by the United States Bankruptcy Court related to the Cambridge facility and the
bankruptcy proceedings of the former lessee of that facility in 2000, and a
$5,000,000 cash distribution in 2001. Net accounts receivable of $623,161 at
March 31, 2001 reflected a decrease of $130,653 from the balance at December 31,
2000 and is due to increased allowance for doubtful accounts on lease
receivables for the McCurdy facility. Accounts payable, accrued expenses, and
operating facility accounts payable balances decreased $143,325 at March 31,
2001, from the balance at December 31, 2000 primarily due to paid real estate
taxes on the Hearthstone facility.

                                       7
<PAGE>

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 continues to make full lease payments under the terms of the master
lease on a timely basis.

HealthSouth Corporation currently leases the Crenshaw Creek property and a house
affiliated with the remaining Cedarbrook facility 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. One of the two small facilities on
the Cedarbrook campus is still owned by the Registrant as of December 31, 2000.
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. The Crenshaw Creek facility
was closed in May 2000.

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.

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 has notified the Registrant that it does not currently intend to extend
or renew the lease and the Registrant has negotiated with an unaffiliated
operator to take over the lease effective May 1, 2001. The Hearthstone lessee
did not pay their April rent to Registrant. 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

                                       8
<PAGE>

if bankruptcy protection will disrupt future payments of lease obligations. The
Trinity Hills lessee is current on their minimum lease obligations, but is
delinquent on three rent participation payments to the Registrant. The lessee is
attempting to obtain bankruptcy court approval to approve a renewal of their
lease. There is no guarantee that this will occur. 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 is working with the current lessee
to stabilize its census, but is also evaluating its alternatives.

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

         None

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

ITEM 5.  OTHER INFORMATION

         None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

           (A)    Exhibit:

                  None

(B)      Reports on Form 8-K:

                  None


                                       9
<PAGE>

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:    May 14, 2001


                                       10