UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

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

                For the quarterly period ended March 31, 2004


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


             For the transition period from _________to _________

                         Commission file number 0-15740


                  RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP
             (Exact Name of Registrant as Specified in Its Charter)



         Delaware                                           04-2924048
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                          55 Beattie Place, PO Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)

                                 (864) 239-1000
                           (Issuer's telephone number)


<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS



                RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP

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

                                 March 31, 2004

<TABLE>
<CAPTION>


Assets
<S>                                                                         <C>
   Cash and cash equivalents                                                $ 1,071
   Receivables and deposits                                                     159
   Other assets                                                               1,126
   Investment property:
       Land                                                   $ 6,357
       Buildings and related personal property                 78,960
                                                              85,317
       Less accumulated depreciation                          (51,723)       33,594
                                                                           $ 35,950
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 63
   Tenant security deposit liabilities                                          228
   Accrued property taxes                                                       212
   Other liabilities                                                            561
   Mortgage notes payable                                                    55,477

Partners' Deficit:
   General partner                                            $ (1,462)
   Limited partners (566 units issued and outstanding)         (19,129)     (20,591)
                                                                           $ 35,950


                See Accompanying Notes to Financial Statements
</TABLE>

<PAGE>


                RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
                      (in thousands, except per unit data)


<TABLE>
<CAPTION>


                                                                  Three Months Ended
                                                                       March 31,
                                                                  2004          2003
Revenues:
<S>                                                            <C>            <C>
   Rental income                                               $   3,079      $   3,123
   Other income                                                      363            365
       Total revenues                                              3,442          3,488

Expenses:
   Operating                                                       1,169          1,337
   General and administrative                                        121            140
   Depreciation                                                      961            945
   Interest                                                        1,051          1,082
   Property taxes                                                    212            213
       Total expenses                                              3,514          3,717

Net loss                                                       $     (72)     $    (229)

Net loss allocated to general partner (3%)                     $      (2)     $      (7)
Net loss allocated to limited partners (97%)                         (70)          (222)
                                                               $     (72)     $    (229)

Net loss per limited partnership unit                          $ (123.67)     $ (392.23)

Distributions per limited partnership unit                     $      --      $1,005.30


                See Accompanying Notes to Financial Statements
</TABLE>


                RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP

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




<TABLE>
<CAPTION>


                                     Limited
                                   Partnership     General      Limited
                                      Units        Partner      Partners      Total

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

Partners' deficit at
   December 31, 2003                   566         $(1,460)     $(19,059)    $(20,519)

Net loss for the three months
   ended March 31, 2004                 --              (2)          (70)         (72)



Partners' deficit
   at March 31, 2004                   566         $(1,462)    $ (19,129)    $(20,591)



                See Accompanying Notes to Financial Statements
</TABLE>



<PAGE>




                RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                 Three Months Ended
                                                                       March 31,
                                                                     2004      2003
Cash flows from operating activities:
<S>                                                             <C>          <C>
  Net loss                                                      $    (72)    $   (229)
  Adjustments to reconcile net loss to net cash
  provided by operating activities:
    Depreciation                                                     961          945
    Amortization of loan costs                                        12           12
    Change in accounts:
        Receivables and deposits                                      38           52
        Other assets                                                (267)          18
        Accounts payable                                            (131)          94
        Tenant security deposit liabilities                           (8)          11
        Accrued property taxes                                       212          213
        Other liabilities                                            (86)        (159)
           Net cash provided by operating activities                 659          957

Cash flows from investing activities:
    Property improvements and replacements                          (129)        (742)
    Net withdrawals from restricted escrows                           --          574
           Net cash used in investing activities                    (129)        (168)

Cash flows from financing activities:
    Payments on mortgage notes payable                              (432)        (401)
    Distributions to partners                                         --         (575)
           Net cash used in financing activities                    (432)        (976)

Net increase (decrease) in cash and cash equivalents                  98         (187)

Cash and cash equivalents at beginning of period                     973          914

Cash and cash equivalents at end of period                      $  1,071     $    727

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $  1,039     $  1,070

At December  31,  2003 and 2002,  property  improvements  and  replacements  and
accounts   payable  were  adjusted  by   approximately   $16,000  and  $639,000,
respectively, for non-cash activity.

                See Accompanying Notes to Financial Statements
</TABLE>



<PAGE>


                RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)
Note A - Basis of Presentation

The  accompanying  unaudited  financial  statements of Riverside Park Associates
Limited  Partnership (the  "Partnership" or "Registrant")  have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and  with the  instructions  to Form  10-QSB  and  Item  310(b)  of
Regulation  S-B.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  The general partner of the Partnership at March 31, 2004
was Winthrop Financial Associates,  A Limited Partnership (the "General Partner"
or "WFA"). NHP Management Company ("NHP"),  the associate general partner of the
General Partner and an affiliate of Apartment  Investment and Management Company
("AIMCO"),  a publicly  traded real estate  investment  trust,  has the right to
cause the General Partner to take such action as it deems advisable with respect
to the Partnership.  On April 22, 2004, WFA sold its general partner interest to
AIMCO/Riverside  Park Associates GP, LLC, a Delaware limited  liability  company
("AIMCO  GP"),  and an  affiliate  of AIMCO (see Note D). In the  opinion of the
General  Partner,  all  adjustments  (consisting of normal  recurring  accruals)
considered  necessary  for a fair  presentation  have been  included.  Operating
results for the three  month  period  ended  March 31, 2004 are not  necessarily
indicative  of the  results  that may be  expected  for the fiscal  year  ending
December 31, 2004. For further  information,  refer to the financial  statements
and footnotes thereto included in the Partnership's Annual Report on Form 10-KSB
for the year ended December 31, 2003.

Note B - Transactions with Affiliated Parties

The  Partnership has no employees and is dependent on NHP and its affiliates for
the management and administration of all Partnership activities. The Partnership
Agreement  provides for certain  payments to affiliates  for services based on a
percentage  of revenue and an annual  partnership  and  investor  service fee of
$110,000  subject  to a 6%  annual  increase.  For 2004  and  2003,  the  annual
partnership and investor service fee is estimated at approximately  $279,000 and
$264,000, respectively.

Affiliates  of NHP are  entitled  to  receive  4% of  gross  receipts  from  the
Partnership's   investment  property  as  compensation  for  providing  property
management  services.  The  Partnership  paid to such  affiliates  approximately
$137,000  for both the three  months  ended  March 31,  2004 and 2003,  which is
included in operating expenses.

Affiliates  of  NHP  were  eligible  to  receive  reimbursement  of  accountable
administrative expenses amounting to approximately $112,000 and $221,000 for the
three months ended March 31, 2004 and 2003, respectively,  which are included in
general and administrative  expenses and investment property.  Included in these
amounts are fees  related to  construction  management  services  provided by an
affiliate of NHP of  approximately  $91,000 for the three months ended March 31,
2003.  There were no such fees incurred  during the three months ended March 31,
2004.  The  construction  management  service  fees  are  calculated  based on a
percentage  of current  additions  to  investment  property.  At March 31, 2004,
approximately  $14,000 was owed to affiliates for unpaid  reimbursements  and is
included in other liabilities on the accompanying Balance Sheet.

The  Partnership  insures its  property up to certain  limits  through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers'  compensation,  property  casualty  and vehicle
liability.  The Partnership  insures its property above the AIMCO limits through
insurance policies obtained by AIMCO from insurers unaffiliated with NHP. During
2004,  the  Partnership  anticipates  its cost for  insurance  coverage and fees
associated  with  policy  claims  administration   provided  by  AIMCO  and  its
affiliates  will  be  approximately   $110,000.   The  Partnership  was  charged
approximately $167,000 for 2003.


<PAGE>




Note C - Contingencies

On August 8, 2003 AIMCO  Properties L.P., an affiliate of NHP, was served with a
Complaint in the United States  District  Court,  District of Columbia  alleging
that AIMCO  Properties  L.P.  willfully  violated the Fair Labor  Standards  Act
(FLSA) by failing to pay  maintenance  workers  overtime for all hours worked in
excess of forty per week. On March 5, 2004 Plaintiffs filed an amended complaint
also naming NHP  Management  Company,  which is also an  affiliate  of NHP.  The
Complaint is styled as a  Collective  Action under the FLSA and seeks to certify
state  subclasses  in  California,  Maryland,  and  the  District  of  Columbia.
Specifically,  the  plaintiffs  contend  that AIMCO  Properties  L.P.  failed to
compensate maintenance workers for time that they were required to be "on-call".
Additionally,  the Complaint alleges AIMCO Properties L.P. failed to comply with
the FLSA in  compensating  maintenance  workers  for time  that  they  worked in
responding to a call while "on-call". The Defendants have filed an answer to the
Amended  Complaint denying the substantive  allegations.  Discovery is currently
underway.

NHP does not  anticipate  that any costs to the  Partnership,  whether  legal or
settlement   costs,   associated   with  this  case  will  be  material  to  the
Partnership's overall operations.

The  Partnership  is unaware  of any other  pending  or  outstanding  litigation
matters involving it or its investment property that are not of a routine nature
arising in the ordinary course of business.

Pursuant to a formal order of investigation received by AIMCO on March 29, 2004,
the  Central  Regional  Office of the  United  States  Securities  and  Exchange
Commission is conducting an  investigation  relating to certain  matters.  AIMCO
believes the areas of investigation  include AIMCO's  miscalculated  monthly net
rental  income  figures in third  quarter 2003,  forecasted  guidance,  accounts
payable,  rent concessions,  vendor rebates,  and capitalization of expenses and
payroll.  AIMCO is cooperating  fully.  AIMCO does not believe that the ultimate
outcome  will  have a  material  adverse  effect on its  consolidated  financial
condition or results of  operations  taken as a whole.  Similarly,  NHP does not
believe that the ultimate  outcome  will have a material  adverse  effect on the
Partnership's financial condition or results of operations taken as a whole.

Note D - Subsequent Event

On March 23, 2004, the Partnership advised its limited partners that on or about
April 22, 2004,  Winthrop  Financial  Associates,  A Limited  Partnership  would
withdraw as the general partner of the Partnership and that AIMCO/Riverside Park
Associates GP, LLC, a Delaware  limited  liability  company ("AIMCO GP"),  would
become the substitute general partner of the Partnership. Affiliates of AIMCO GP
hold  sufficient  limited partner units to approve this  substitution.  However,
Winthrop  Financial  Associates  and  AIMCO  GP  agreed  not to  consummate  the
replacement if Limited  Partners holding a majority of the Units held by Limited
Partners  who are not  affiliates  of the AIMCO GP  objected  in  writing to the
replacement. At the close of business on April 22, 2004, less than a majority of
the Units held by Limited  Partners who are not  affiliates  of the AIMCO GP had
objected to the replacement.  Accordingly, the replacement of Winthrop Financial
Associates  by  AIMCO  GP as the  general  partner  of the  Partnership  will be
effected during the second quarter of 2004. As indicated  above, an affiliate of
the AIMCO GP has  effectively had the right to control the day to day operations
of the  Partnership  since October 1998.  Accordingly,  the  replacement  is not
expected to have a material effect on the operations of the Partnership.


<PAGE>



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

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  Actual results may differ materially
from those described in the forward-looking statements and will be affected by a
variety of risks and factors including,  without limitation:  national and local
economic  conditions;  the terms of  governmental  regulations  that  affect the
Registrant and interpretations of those regulations; the competitive environment
in which the Registrant operates;  financing risks, including the risk that cash
flows from operations may be insufficient to meet required payments of principal
and interest;  real estate risks, including variations of real estate values and
the general  economic  climate in local markets and  competition  for tenants in
such markets;  litigation,  including  costs  associated  with  prosecuting  and
defending  claims  and  any  adverse   outcomes,   and  possible   environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

The  Partnership's  sole  asset  is a 1,229  unit  apartment  complex  known  as
Riverside Park Apartments located in Fairfax County, Virginia. Average occupancy
for  the  three  months  ended  March  31,  2004  and  2003  was  94%  and  95%,
respectively.

The  Partnership's  financial  results  are  dependent  upon a number of factors
including  the  ability  to  attract  and  maintain  tenants  at the  investment
property,  interest  rates on  mortgage  loans,  costs  incurred  to operate the
investment  property,  general economic  conditions and weather.  As part of the
ongoing  business  plan of the  Partnership,  NHP  monitors  the  rental  market
environment of its investment properties to assess the feasibility of increasing
rents, maintaining or increasing occupancy levels and protecting the Partnership
from  increases in expenses.  As part of this plan,  NHP attempts to protect the
Partnership  from the  burden of  inflation-related  increases  in  expenses  by
increasing rents and maintaining a high overall  occupancy level.  However,  NHP
may use rental concessions and rental rate reductions to offset softening market
conditions,  accordingly, there is no guarantee that NHP will be able to sustain
such a plan.  Further,  a number of factors which are outside the control of the
Partnership  such as the local  economic  climate and weather can  adversely  or
positively impact the Partnership's financial results.

Results of Operations

The  Partnership's  net loss for the  three  months  ended  March  31,  2004 was
approximately $72,000 as compared to approximately $229,000 for the three months
ended  March 31,  2003.  The  decrease in net loss is due to a decrease in total
expenses,  partially  offset by a decrease in total  revenues.  The  decrease in
total  expenses  is due to  decreases  in  operating,  interest  and general and
administrative  expenses,  partially  offset  by  an  increase  in  depreciation
expense.  Property tax expense remained  relatively  constant for the comparable
periods.  Operating  expenses  decreased  primarily due to decreases in utility,
snow removal, and contract maintenance expenses at the Partnership's  investment
property.  Interest  expense  decreased  due  to  scheduled  principal  payments
resulting in a lower carrying balance of the mortgages encumbering the property.
Depreciation  expense  increased due to property  improvements  and replacements
placed into service at the property during the past twelve months.

General and  administrative  expenses  decreased due to a decrease in management
reimbursements  to NHP and its  affiliates  as  allowed  under  the  Partnership
Agreement.  Included in general and administrative expenses for the three months
ended March 31, 2004 and 2003 are the annual  partnership  and investor  service
fee as allowed under the Partnership  Agreement.  In addition,  costs associated
with the  quarterly and annual  communications  with  investors  and  regulatory
agencies and the annual audit  required by the  Partnership  Agreement  are also
included.

The decrease in total  revenues is primarily due to a decrease in rental income.
Other income remained  relatively  constant for the comparable  periods.  Rental
income decreased  primarily due to a decrease in occupancy at the  Partnership's
investment property.

Liquidity and Capital Resources

At  March  31,  2004,  the  Partnership   had  cash  and  cash   equivalents  of
approximately $1,071,000,  compared to approximately $727,000 at March 31, 2003.
The  increase  in cash and  cash  equivalents  of  approximately  $98,000,  from
December  31,  2003,  is due to  approximately  $659,000  of  cash  provided  by
operating activities, partially offset by approximately $432,000 of cash used in
financing  activities  and  approximately  $129,000  of cash  used in  investing
activities. Cash used in financing activities consisted of payments of principal
made on the mortgages  encumbering the Partnership's  investment property.  Cash
used  in   investing   activities   consisted  of  property   improvements   and
replacements.  The Partnership  invests its working capital reserves in interest
bearing accounts.

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

During  the  three  months  ended  March 31,  2004,  the  Partnership  completed
approximately  $113,000  of capital  improvements  at the  property,  consisting
primarily  of water  heater  upgrades,  fitness  equipment,  and floor  covering
replacement.  These  improvements  were funded from operations.  The Partnership
evaluates  the capital  improvement  needs of the  property  during the year and
currently  expects to complete an  additional  $590,000 in capital  improvements
during the remainder of 2004. The additional  capital  improvements will consist
primarily of parking area upgrades,  swimming pool upgrades, security equipment,
lighting upgrades,  HVAC upgrades,  and floor covering  replacement.  Additional
capital improvements may be considered and will depend on the physical condition
of the property as well as the anticipated cash flow generated by the property.

The additional  capital  expenditures will be incurred only if cash is available
from operations or from  Partnership  reserves.  To the extent that such capital
improvements are completed,  the Partnership's  distributable cash flow, if any,
may be adversely affected at least in the short term.

The  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive  of capital  improvements)  of the  Partnership.  The first  mortgage
indebtedness  of  approximately  $46,419,000 is being  amortized over 240 months
until the loan matures on July 1, 2020 at which time the loan is scheduled to be
fully amortized. The second mortgage indebtedness of approximately $9,058,000 is
being amortized over 214 months until the loan matures on July 1, 2020, at which
time the loan is scheduled to be fully amortized.


<PAGE>



The Partnership  distributed the following amounts during the three months ended
March 31, 2004 and 2003 (in thousands, except per unit data):

<TABLE>
<CAPTION>

                     Three Months         Per          Three Months         Per
                        Ended           Limited           Ended           Limited
                      March 31,       Partnership       March 31,       Partnership
                         2004             Unit             2003             Unit
Financing
<S>      <C>           <C>             <C>               <C>               <C>
Proceeds (1)           $   --          $      --         $  575            $1,005.30
</TABLE>

(1) From proceeds from the second mortgage loan obtained in August 2002.

The  Partnership's  cash  available  for  distribution  is reviewed on a monthly
basis. Future cash distributions will depend on the levels of net cash generated
from operations,  the availability of cash reserves,  and the timing of the debt
maturities,  refinancing  and/or  property  sale.  There  can  be no  assurance,
however,  that the Partnership  will generate  sufficient  funds from operations
after required capital  expenditures to permit any distributions to its partners
during the remainder of 2004 or subsequent periods.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 382.91 limited  partnership  units
(the "Units") in the Partnership representing 67.65% of the outstanding Units at
March 31, 2004. A number of these Units were acquired  pursuant to tender offers
made by AIMCO or its  affiliates.  It is possible  that AIMCO or its  affiliates
will acquire  additional units in exchange for cash or a combination of cash and
units in AIMCO  Properties,  L.P.,  the  operating  partnership  of AIMCO either
through  private  purchases  or  tender  offers.  Pursuant  to  the  Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action  with  respect to a variety  of matters  which  would  include  voting on
certain amendments to the Partnership Agreement and voting to remove the General
Partner.  As a result of its ownership of 67.65% of the outstanding Units, AIMCO
is  in  a  position  to  control  all  voting  decisions  with  respect  to  the
Partnership.  Although the associate general partner of the General Partner owes
fiduciary  duties to the limited  partners  of the  Partnership,  the  associate
general partner of the General  Partner also owes fiduciary  duties to AIMCO, as
its sole stockholder.  As a result, the duties of the associate general partner,
as managing  general  partner,  to the Partnership and its limited  partners may
come into conflict with the duties of the associate general partner to AIMCO, as
its sole stockholder.

Critical Accounting Policies and Estimates

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

Impairment of Long-Lived Assets

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

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's  investment  property.  These factors include, but are not limited
to,  changes  in the  national,  regional  and  local  economic  climate;  local
conditions,  such as an oversupply of multifamily  properties;  competition from
other available  multifamily property owners and changes in market rental rates.
Any adverse changes in these factors could cause impairment of the Partnership's
asset.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized monthly as it is earned. The
Partnership  evaluates all accounts receivable from residents and establishes an
allowance, after the application of security deposits, for accounts greater than
30 days past due on current tenants and all receivables due from former tenants.
The Partnership will offer rental concessions during particularly slow months or
in response to heavy  competition from other similar  complexes in the area. Any
concessions  given at the inception of the lease are amortized  over the life of
the lease.

Item 3.     Controls and Procedures

(a) Disclosure Controls and Procedures.  The Partnership's management,  with the
participation of the principal executive officer and principal financial officer
of the associate  general partner,  who are the equivalent of the  Partnership's
principal executive officer and principal financial officer,  respectively,  has
evaluated  the  effectiveness  of  the  Partnership's  disclosure  controls  and
procedures (as such term is defined in Rules  13a-15(e) and 15d-15(e)  under the
Securities  Exchange Act of 1934, as amended (the "Exchange Act")) as of the end
of the period covered by this report.  Based on such  evaluation,  the principal
executive  officer and  principal  financial  officer of the  associate  general
partner, who are the equivalent of the Partnership's principal executive officer
and principal  financial officer,  respectively,  have concluded that, as of the
end of such period,  the  Partnership's  disclosure  controls and procedures are
effective.

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fiscal quarter to which this report relates that have  materially  affected,  or
are reasonably likely to materially affect,  the Partnership's  internal control
over financial reporting.
(b)

<PAGE>



                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

On August 8, 2003 AIMCO  Properties L.P., an affiliate of NHP, was served with a
Complaint in the United States  District  Court,  District of Columbia  alleging
that AIMCO  Properties  L.P.  willfully  violated the Fair Labor  Standards  Act
(FLSA) by failing to pay  maintenance  workers  overtime for all hours worked in
excess of forty per week. On March 5, 2004 Plaintiffs filed an amended complaint
also naming NHP  Management  Company,  which is also an  affiliate  of NHP.  The
Complaint is styled as a  Collective  Action under the FLSA and seeks to certify
state  subclasses  in  California,  Maryland,  and  the  District  of  Columbia.
Specifically,  the  plaintiffs  contend  that AIMCO  Properties  L.P.  failed to
compensate maintenance workers for time that they were required to be "on-call".
Additionally,  the Complaint alleges AIMCO Properties L.P. failed to comply with
the FLSA in  compensating  maintenance  workers  for time  that  they  worked in
responding to a call while "on-call". The Defendants have filed an answer to the
Amended  Complaint denying the substantive  allegations.  Discovery is currently
underway.

NHP does not  anticipate  that any costs to the  Partnership,  whether  legal or
settlement   costs,   associated   with  this  case  will  be  material  to  the
Partnership's overall operations.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDRES

On March 23, 2004, the Partnership advised its limited partners that on or about
April 22, 2004,  Winthrop  Financial  Associates,  A Limited  Partnership  would
withdraw as the general partner of the Partnership and that AIMCO/Riverside Park
Associates GP, LLC, a Delaware  limited  liability  company ("AIMCO GP"),  would
become the substitute general partner of the Partnership. Affiliates of AIMCO GP
hold  sufficient  limited partner units to approve this  substitution.  However,
Winthrop  Financial  Associates  and  AIMCO  GP  agreed  not to  consummate  the
replacement if Limited  Partners holding a majority of the Units held by Limited
Partners  who are not  affiliates  of the AIMCO GP  objected  in  writing to the
replacement. At the close of business on April 22, 2004, less than a majority of
the Units held by Limited  Partners who are not  affiliates  of the AIMCO GP had
objected to the replacement.  Accordingly, the replacement of Winthrop Financial
Associates  by  AIMCO  GP as the  general  partner  of the  Partnership  will be
effected during the second quarter of 2004. As indicated  above, an affiliate of
the AIMCO GP has  effectively had the right to control the day to day operations
of the  Partnership  since October 1998.  Accordingly,  the  replacement  is not
expected to have a material effect on the operations of the Partnership.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a) Exhibits:

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

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

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

                  Exhibit         31.1  Certification  of  equivalent  of  Chief
                                  Executive   Officer   pursuant  to  Securities
                                  Exchange  Act  Rules  13a-14(a)/15d-14(a),  as
                                  Adopted   Pursuant   to  Section  302  of  the
                                  Sarbanes-Oxley Act of 2002.

                  Exhibit         31.2  Certification  of  equivalent  of  Chief
                                  Financial   Officer   pursuant  to  Securities
                                  Exchange  Act  Rules  13a-14(a)/15d-14(a),  as
                                  Adopted   Pursuant   to  Section  302  of  the
                                  Sarbanes-Oxley Act of 2002.

                  Exhibit         32.1  Certification   Pursuant  to  18  U.S.C.
                                  Section 1350,  as Adopted  Pursuant to Section
                                  906 of the Sarbanes-Oxley Act of 2002.

            b) Reports on Form 8-K:

                  None filed during the quarter ended March 31, 2004.


<PAGE>


                                   SIGNATURES



In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.



                                    RIVERSIDE PARK ASSOCIATES LIMITED
                                   PARTNERSHIP


                                    By:   WINTHROP FINANCIAL ASSOCIATES,
                                          A LIMITED PARTNERSHIP,
                                          General Partner


                                    By:   NHP Management Company,
                                          Associate General Partner


                                    By:   /s/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President


                                    By:   /s/Thomas M. Herzog
                                           Thomas M. Herzog
                                           Senior Vice President
                                          and Chief Accounting Officer

                                    Date: May 13, 2004


<PAGE>


Exhibit 31.1

                                  CERTIFICATION


I, Martha L. Long, certify that:


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

2.    Based on my knowledge,  this 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
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  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 report;

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

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  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 report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

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

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.

Date:  May 13, 2004

                                    /s/Martha L. Long
                                    Martha L. Long
                                    Senior Vice President of NHP
                                    Management Company, equivalent
                                    of the chief executive officer
                                    of the Partnership


<PAGE>




Exhibit 31.2


                                  CERTIFICATION


I, Thomas M. Herzog, certify that:


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

2.    Based on my knowledge,  this 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
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  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 report;

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

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  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 report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

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

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.

Date:  May 13, 2004

                                    /s/Thomas M. Herzog
                                    Thomas M. Herzog
                                    Senior Vice President and Chief
                                    Accounting Officer of NHP Management
                                    Company, equivalent of the chief
                                    financial officer of the Partnership

<PAGE>



Exhibit 32.1


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



In  connection  with the  Quarterly  Report  on Form  10-QSB of  Riverside  Park
Associates  Limited  Partnership (the  "Partnership"),  for the quarterly period
ended March 31, 2004 as filed with the Securities and Exchange Commission on the
date hereof  (the  "Report"),  Martha L. Long,  as the  equivalent  of the chief
executive officer of the Partnership, and Thomas M. Herzog, as the equivalent of
the chief financial officer of the Partnership,  each hereby certifies, pursuant
to  18  U.S.C.  Section  1350,  as  adopted  pursuant  to  Section  906  of  the
Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

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

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


                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  May 13, 2004


                                           /s/Thomas M. Herzog
                                    Name:  Thomas M. Herzog
                                    Date:  May 13, 2004


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