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, 2003

                                       OR

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


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

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


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


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


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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for at least the past 90 days. YES x   NO
                                               ----   ----


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes     No  X
                                               ----   ----


<PAGE>

PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements

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

                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>


                                                                    March 31, 2003         December 31, 2002
                                                                      (Unaudited)              (Note A)
<S>                                                                <C>                     <C>
ASSETS

Cash and cash equivalents                                          $        554,203        $        643,493

Accounts receivable, less allowance for doubtful
  accounts of $648,697 in 2003 and 2002                                           -                       -

Prepaid expenses                                                              5,750                  14,375

Asset held for sale, at the lower of carrying value or
  fair value less estimated costs to sell                                 1,000,000               1,000,000

Property and improvements, net                                                  514                     563
                                                                   -----------------       -----------------

          Total assets                                             $      1,560,467        $      1,658,431
                                                                   =================       =================

LIABILITIES AND REGISTRANT EQUITY

Accounts payable and accrued expenses                              $         95,340        $         66,114
                                                                   -----------------       -----------------
                                                                             95,340                  66,114
                                                                   -----------------       -----------------
Registrant equity (deficit):
  Limited partners (4,148,325 units outstanding in 2003
  and 2002)                                                               1,506,785               1,631,431
  General partner                                                           (41,658)                (39,114)
                                                                   -----------------       -----------------
                                                                          1,465,127               1,592,317
                                                                   -----------------       -----------------
          Total liabilities and Registrant equity                   $     1,560,467        $      1,658,431
                                                                   =================       =================

</TABLE>

                       See notes to financial statements.

                                       1

<PAGE>


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

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

                                                                 Three months ended
                                                        March 31, 2003               March 31, 2002
<S>                                                     <C>                           <C>
Revenues:
   Rental                                               $             -               $        37,071
   Net patient services                                               -                             -
                                                        ----------------              ----------------
                                                                      -                        37,071
                                                        ----------------              ----------------

Expenses:
   Depreciation                                                      49                        13,443
   Administrative and other                                     128,188                       158,023
   Recoveries of bad debts                                            -                        (3,001)
                                                        ----------------              ----------------
                                                                128,237                      (168,465)
                                                        ----------------              ----------------
       Loss from operations                                    (128,237)                     (131,394)
                                                        ----------------              ----------------


Other income (expenses):
   Gain on disposition of properties                                  -                     2,283,193
   Interest income                                                1,047                        13,196
   Other income                                                       -                        63,498
   Interest expense                                                   -                       (11,234)
                                                        ----------------              ----------------
                                                                  1,047                     2,348,653
                                                        ----------------              ----------------

           Net (loss) income                            $      (127,190)              $     2,217,259
                                                        ================              ================

Allocation of net (loss) income
   Limited partner                                      $      (124,646)              $     2,183,523
   General partner                                      $        (2,544)                       33,736
                                                        ----------------              ----------------
                                                        $      (127,190)              $     2,217,259
                                                        ================              ================

Basic per limited Registrant unit calculations:
   Net (loss) income                                    $          (.03)              $           .53
                                                        ================              ================
   Distributions                                        $             0               $           .75
                                                        ================              ================
WEIGHTED AVERAGE NUMBER OF UNITS                              4,148,325                     4,148,325
                                                        ================              ================
</TABLE>


                        See notes to financial statements

                                       2
<PAGE>


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

             CONSOLIDATED STATEMENTS OF REGISTRANT EQUITY (DEFICIT)
                                   (Unaudited)




                                 Limited           General
                                 Partners          Partners            Total

EQUITY (DEFICIT) at
   January 1, 2003          $    1,631,431      $   (39,114)     $    1,592,317

Net Loss                          (124,646)          (2,544)           (127,190)
                            ---------------     ------------     ---------------
EQUITY (DEFICIT) at
   March 31, 2003           $    1,506,785      $   (41,658)     $    1,465,127
                            ===============     ============     ===============









                       See notes to financial statements.

                                       3

<PAGE>


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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                                      Three months ended
                                                          March 31, 2003             March 31, 2002
<S>                                                        <C>                        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net (loss) income                                       $    (127,190)             $   2,217,259
   Adjustments to reconcile net (loss) income to
     net cash used in operating activities:
             Recoveries of bad debts                                   -                     (3,001)
             Depreciation and amortization                            49                     13,443
             Gain on disposition of properties, net                    -                 (2,283,193)
             Changes in assets and liabilities:
               Accounts receivable                                     -                     92,186
               Prepaid expenses                                    8,625                          -
               Accounts payable and accrued expenses              29,226                   (143,523)
               Security deposits                                       -                   (101,247)
                                                           --------------             ---------------
                    NET CASH USED IN
                    OPERATING ACTIVITIES                         (89,290)                  (208,076)
                                                           --------------             ---------------
             CASH FLOWS FROM INVESTING ACTIVITIES:
                  Proceeds from sale of properties                     -                  4,417,753
                                                           --------------             ---------------
                    NET CASH PROVIDED BY
                    INVESTING ACTIVITIES                               -                  4,417,753
                                                           --------------             ---------------

            CASH FLOWS FROM FINANCING ACTIVITIES:
                  Distributions to partners                            -                 (3,111,816)
                                                           --------------             ---------------

                    NET CASH USED IN
                    FINANCING ACTIVITIES                               -                 (3,111,816)
                                                           --------------             ---------------

NET (DECREASE) INCREASE IN CASH
AND CASH EQUIVALENTS                                             (89,290)                 1,097,861

CASH AND CASH EQUIVALENTS
   Beginning of Period                                           643,493                  1,694,546
                                                           --------------             ---------------

CASH AND CASH EQUIVALENTS
   End of Period                                           $     554,203              $   2,792,407
                                                           ==============             ===============

CASH PAID FOR INTEREST                                     $           -              $      22,304
                                                           ==============             ===============
</TABLE>




                        See notes to financial statements


                                       4
<PAGE>


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2003 and 2002
                                   (Unaudited)

A.       ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
notes  required  by  generally  accepted  accounting   principles  for  complete
consolidated   financial   statements.   In  the  opinion  of  management,   the
accompanying  financial  statements  contain all adjustments,  all of which were
normal  recurring  accruals,   necessary  to  present  fairly  the  Registrant's
consolidated  balance sheets as of March 31, 2003 and December 31, 2002, results
of operations, changes in Registrant's equity (deficit) and cash flows for three
month periods ended March 31, 2003 and 2002.  The results of operations  for the
three-month  period ended March 31, 2003 are not  necessarily  indicative of the
results  for  the  year  ending   December  31,  2003.  The  December  31,  2002
consolidated  balance  sheet  has been  derived  from the  audited  consolidated
financial  statements at that date, but does not include all of the  information
and footnotes required by generally accepted accounting  principles for complete
financial statements.  The unaudited condensed consolidated financial statements
should be read in conjunction with the consolidated financial statements and the
notes thereto  included in Registrant's  annual report on Form 10-K for the year
ended December 31, 2002.

Net income  (loss) of the  Registrant  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 Registrant 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  Registrant  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.

As of March 31, 2003, the Registrant has one  non-operational  property held for
sale. It is the current  intention of the General Partner to wind-up the affairs
of the  Registrant  and cause its  existence to be  terminated.  The  winding-up
process  will  entail  disposing  of  the   Registrant's   remaining  asset  (or
transferring  it to a  liquidating  trust),  paying the  Registrant's  debts and
liabilities  and, as required by the  Partnership  Agreement and applicable law,
setting up any reserves which the General Partner may deem reasonably  necessary
for any contingent,  conditional or unforeseen liabilities or obligations of the
Registrant.  To the extent  that the  Registrant  has funds in excess of amounts
necessary to satisfy its  obligations  and establish such  reserves,  such funds
will be  distributed  to the  partners.  To the  extent  that  reserves  are not
exhausted  by  future  claims,  the funds  remaining  in such  reserves  will be
distributed  to the partners after a period of time necessary to assure that all
currently  contingent,  conditional or unforeseen  liabilities or obligations of
the  Registrant  have matured and been paid.  Management  believes  there are no
adjustments  to  the  March  31,  2003,  balances  that  would  be  needed  if a
liquidation basis of accounting had been adopted as of March 31, 2003.


                                       5
<PAGE>

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

Certain  home office  personnel  who perform  services  for the  Registrant  are
employees  of  Capital  Senior  Living,  Inc.  ("CSL"),  the  managing  agent of
Registrant.  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
Capital Realty Group Senior Housing, Inc. ("CRGSH") and CSL are as follows:

                                                  Three months ended
                                       March 31, 2003           March 31, 2002

Administrative reimbursements          $       22,279            $       27,006
General partner fees                                -                       551
                                       --------------            --------------
                                       $       22,279            $       27,557
                                       ==============            ==============

In connection with the sale of the  Hearthstone and Trinity Hills  facilities in
the first quarter of 2002,  the General  Partner was paid fees of $174,000 or 3%
of the sales proceeds as allowed in the Registrant Agreement.

Currently,  Capital  Senior Living  Properties,  Inc.,  formerly an affiliate of
CRGSH,  holds   approximately  57  percent  of  the  outstanding  units  of  the
Registrant.  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  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.  Registrant
performs such  evaluations on an on-going  basis.  During the three months ended
March 31, 2003, based on Registrant's evaluation of its sole remaining property,
Registrant did not record any impairment.

D.       DISPOSITION OF PROPERTIES

The Hearthstone  facility was sold on January 1, 2002 for $4,000,000,  resulting
in a gain on sale of  $1,777,113  and net  cash  proceeds  of  $2,641,003  after
payment of settlement costs. The Trinity Hills facility was sold on February 28,
2002 for  $1,800,000,  resulting in a gain of $506,080 and net cash  proceeds of
$1,747,323 after payment of settlement costs.


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  Registrant  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

                                       6
<PAGE>

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.  Registrant  partially financed
the acquisition of eight of its original properties with non-recourse debt. Four
properties  were  initially  unleveraged.  As of March 31,  2003,  eleven of the
original  twelve  properties  had either been sold or deeded back to the lender,
leaving Registrant one unleveraged property,  the Crenshaw facility. As of March
31, 2003, the Crenshaw facility is classified as an asset held for sale.

Potential  sources of liquidity for Registrant  include current holdings of cash
and cash equivalents,  collection of outstanding receivables on previously owned
facilities  which  are  fully  reserved  as of March  31,  2003,  collection  on
defaulted  rent and/or damage  settlements  related to leases in default,  and a
potential sale of the Registrant's remaining asset.

As of March  31,  2003,  Registrant  had cash and cash  equivalents  aggregating
$554,203.  The cash  and cash  equivalents  will be used  for  working  capital,
emergency reserves, and future potential cash distributions.

Registrant's  general policy is to maintain sufficient cash and cash equivalents
to address continuing  maintenance  expenditures on its remaining asset.  Future
cash  distributions  will be dependent on the sale of its remaining asset.  Cash
and sale  distributions  of $0 and  $3,111,816  were made for the first quarters
ending March 31, 2003 and 2002  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, 2003

Rental revenues for the three months ended March 31, 2003 decreased $37,071 from
the  comparable  three  months  ended  March  31,  2002,  due to the sale of the
Hearthstone and Trinity Hills facilities during the three months ended March 31,
2002.  Interest  income for the three  months  ended  March 31,  2003  decreased
$12,149 from the three months ended March 31, 2002  primarily  due to decreasing
cash available for  investment.  Other income of $63,498 was received during the
first quarter ended March 31, 2002 due to payment of an administrative  claim on
the Cambridge facility. A gain of $2,283,193 was recognized for the three months
ended  March  31,  2002 due to the sale of the  Hearthstone  and  Trinity  Hills
facilities.

Depreciation for the three months ended March 31, 2003,  decreased  $13,394 from
the comparable  2002 period due to the sale of the Hearthstone and Trinity Hills
facilities. Administrative expenses decreased $29,835 for the three months ended
March 31, 2003 in  comparison to 2002  primarily  due to decreased  professional
fees. Bad debt recoveries of $3,001 for the three months ended March 31, 2002 is
related to account receivable collections from the Cambridge property.  Interest
expense  for the three  months  ended March 31,  2003  decreased  to $0 from the
comparable  2002  period,  due  to the  sale  of the  Hearthstone  facility  and
retirement of its related mortgage.

Cash and cash  equivalents  as of March 31, 2003  decreased  by $89,290 from the
balance at December 31, 2002.  Cash flows  decreased by $1,187,151 for the three
months  ending March 31, 2003 in comparison to the three months ending March 31,
2002 primarily due to cash proceeds from the sale of the Hearthstone and Trinity
Hills facilities and cash  distributions  incurred during the three months ended
March 31, 2002. Accounts payable and accrued expenses increased $29,226 at March
31,  2003,  from the balance at December  31, 2002  primarily  due to  increased
accrued taxes and overhead charges.

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

                                       7
<PAGE>


Cedarbrook, Cane Creek, Crenshaw Creek and Sandybrook Facilities

Rebound,  Inc. a subsidiary  of  HealthSouth  Corporation,  formerly  leased the
Cedarbrook,  Crenshaw Creek, Cane Creek and Sandybrook  facilities pursuant to a
master  lease with  Registrant  through the end of the lease term,  November 30,
2001. The Cedarbrook,  Cane Creek and Sandybrook facilities have been previously
sold.

Due to low  occupancy,  HealthSouth  closed the Crenshaw  Creek  facility in May
2000.  HealthSouth  continued to make full lease payments under the terms of the
master  lease on a timely basis  through the end of the lease term.  HealthSouth
transferred  the Crenshaw  Creek  facility to the  Registrant  by the end of its
lease term and the facility is held for sale as of March 31, 2003.


Hearthstone and Trinity Hills Facilities

The Hearthstone lease expired on November 7, 2000. The lessee and the Registrant
attempted to negotiate an extension of the lease, but were unsuccessful in doing
so. On January 18, 2000,  the parent  company of the lessee filed for Chapter 11
bankruptcy in the United States  Bankruptcy  Court for the District of Delaware.
The  Hearthstone  lessee  did not pay its  April  2001  rent to the  Registrant.
Registrant  negotiated  with an  unaffiliated  operator  to take over the lease,
effective  May 1,  2001  for a  five-year  term  through  April  30,  2006.  The
Hearthstone  facility was subsequently  sold and the lease terminated on January
1, 2002 for  $4,000,000,  resulting in a gain on sale of $1,777,113 and net cash
proceeds of $2,641,003 after payment of settlement  costs.  Registrant  received
notice from the original  lessee (who had filed for Chapter 11  bankruptcy) of a
potential  claim  against  Registrant  regarding  ownership  of  the  furniture,
fixtures and equipment at the  Hearthstone  facility.  The  Registrant  has been
release  from this claim.  The Trinity  Hills  lease  expired on June 30,  2000,
however,  the lessee continued to lease the facility on a month-to-month  basis.
On  February  2, 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  was  current on its rent and lease  participation  payments  through
December 31, 2001.  Registrant  negotiated with an unaffiliated operator to take
over the lease effective  January 1, 2002 for a five-year term through  December
2006,  with an option to purchase held by the lessee The Trinity Hills  facility
was  subsequently  sold to the  lessee  on  February  28,  2002 for  $1,800,000,
resulting  in a gain of  $506,080  and net cash  proceeds  of  $1,747,323  after
payment of settlement costs.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

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.


Item 4. Controls and Procedures

The  Registrant's  General  Partner,  including its Chief Executive  Officer and
Chief Financial Officer,  after evaluating the effectiveness of the Registrant's
disclosure  controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c)
under the Securities Exchange Act of 1934) as of a date (the "Evaluation Date"),
which was within 90 days of this quarterly  report on Form 10-Q,  have concluded
in their judgment that, as of the Evaluation Date, the  Registrant's  disclosure
controls and  procedures  were  adequate  and  designed to ensure that  material
information  relating to the Registrant and its subsidiaries would be made known
to them.

There were no significant  changes in the Registrant's  internal controls or, to
the General  Partner's  knowledge,  in other  factors  that could  significantly
affect the  Registrant's  disclosure  controls and procedures  subsequent to the
Evaluation Date.



                                       8

<PAGE>



PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

         The  Registrant  has pending  claims  incurred in the normal  course of
         business  that,  in the opinion of  management,  based on the advice of
         legal  counsel,  will  not  have a  material  effect  of the  financial
         statements of the Registrant.


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:

                  99.1  Certification  pursuant to Section 906 of the Sarbanes -
                        Oxley Act of 2002

(B) Reports on Form 8-K:

                  None


SIGNATURES

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



HEALTHCARE PROPERTIES, L.P.

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



By:   /s/ Robert Lankford
     -----------------------------
         Robert Lankford
         President (duly authorized officer and principal financial officer)
Date:    May 14, 2003

                                       9
<PAGE>



                                  CERTIFICATION

I, Robert Lankford,  Chief Executive  Officer and Chief Financial Officer of the
General Partner of Healthcare Properties L.P., certify that:

1.   I have reviewed this quarterly report on Form 10-Q of Healthcare Properties
     L.P. ("Registrant");

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.   I am responsible for establishing and maintaining  disclosure  controls and
     procedures  (as  defined in Exchange  Act Rules  13a-14 and 15d-14) for the
     Registrant and I have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material information  relating to the Registrant,  is made known to me
          by others  within the  Registrant,  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  my   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures  based on my
          evaluation as of the Evaluation Date.

5.   I have disclosed,  based on my most recent evaluation,  to the Registrant's
     auditors and the General Partner's board of directors:

     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.   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 my most
     recent  evaluation,   including  any  corrective  actions  with  regard  to
     significant deficiencies and material weaknesses.


                                                /s/ Robert Lankford
                                                --------------------------------
                                                Robert Lankford
                                                Chief executive officer and
                                                Chief financial officer of the
                                                General Partner
                                                May 14, 2003


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