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

                                   Form 10-QSB

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

                 For the quarterly period ended June 30, 2004


[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT


             For the transition period from _________to _________

                         Commission file number 0-15740


                RIVERSIDE PARK  ASSOCIATES  LIMITED  PARTNERSHIP
       (Exact Name of Small Business Issuer as Specified in Its Charter)



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

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

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

Check  whether the issuer (i) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 the past 90 days.
Yes  X   No ___


                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS



                RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP

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

                                  June 30, 2004

<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 524
   Receivables and deposits                                                     173
   Other assets                                                               1,038
   Investment property:
       Land                                                   $ 6,357
       Buildings and related personal property                 79,347
                                                               85,704
       Less accumulated depreciation                          (52,684)       33,020
                                                                           $ 34,755
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 315
   Tenant security deposit liabilities                                          228
   Accrued property taxes                                                       424
   Other liabilities                                                            619
   Mortgage notes payable                                                    55,038

Partners' Deficit:
   General partner                                            $ (1,501)
   Limited partners (566 units issued and outstanding)         (20,368)     (21,869)
                                                                           $ 34,755

                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       Six Months Ended
                                                  June 30,                June 30,
                                              2004        2003        2004        2003
Revenues:
<S>                                        <C>         <C>         <C>         <C>
  Rental income                            $   3,101   $   3,145   $   6,180   $   6,268
  Other income                                   414         469         777         834
      Total revenues                           3,515       3,614       6,957       7,102

Expenses:
  Operating                                    1,262       1,113       2,431       2,450
  General and administrative                     130         112         251         252
  Depreciation                                   961         948       1,922       1,893
  Interest                                     1,043       1,075       2,094       2,157
  Property taxes                                 212         214         424         427
      Total expenses                           3,608       3,462       7,122       7,179

Net (loss) income                          $     (93)  $     152   $    (165)  $     (77)

Net (loss) income allocated to general
  partner (3%)                             $      (3)  $       5   $      (5)  $      (2)
Net (loss) income allocated to
  limited partners (97%)                         (90)        147        (160)        (75)

                                           $     (93)  $     152   $    (165)  $     (77)

Net (loss) income per limited
  partnership unit                         $ (159.01)  $  259.72   $ (282.69)  $ (132.51)
Distributions per limited partnership
  unit                                     $2,030.04   $1,510.60   $2,030.04   $2,515.90

                See Accompanying Notes to Financial Statements
</TABLE>



<PAGE>

                RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP

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

<TABLE>
<CAPTION>

                                     Limited
                                   Partnership     General      Limited
                                      Units        Partner      Partners      Total

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

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

Distribution to Partners                               (36)       (1,149)      (1,185)

Net loss for the six months
   ended June 30, 2004                  --              (5)         (160)        (165)

Partners' deficit
   at June 30, 2004                    566         $(1,501)    $ (20,368)    $(21,869)


                See Accompanying Notes to Financial Statements

</TABLE>


<PAGE>




                RIVERSIDE PARK ASSOCIATES LIMITED PARTNERSHIP

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>

                                                                  Six Months Ended
                                                                        June 30,
                                                                  2004         2003
Cash flows from operating activities:
<S>                                                              <C>           <C>
  Net loss                                                       $ (165)       $ (77)
  Adjustments to reconcile net loss to net cash
   provided by operating activities:
    Depreciation                                                   1,922        1,893
    Amortization of loan costs                                        24           24
    Change in accounts:
      Receivables and deposits                                        24           44
      Other assets                                                  (191)        (139)
      Accounts payable                                               121           45
      Tenant security deposit liabilities                             (8)           8
      Accrued property taxes                                         424          426
      Other liabilities                                              (28)        (208)
       Net cash provided by operating activities                   2,123        2,016

Cash flows from investing activities:
  Property improvements and replacements                            (516)        (918)
  Net withdrawals from restricted escrows                             --          916
       Net cash used in investing activities                        (516)          (2)

Cash flows from financing activities:
  Payments on mortgage notes payable                                (871)        (808)
  Distributions to partners                                       (1,185)      (1,445)
       Net cash used in financing activities                      (2,056)      (2,253)

Net decrease in cash and cash equivalents                           (449)        (239)

Cash and cash equivalents at beginning of period                     973          914

Cash and cash equivalents at end of period                        $ 524        $ 675

Supplemental disclosure of cash flow information:
  Cash paid for interest                                         $ 2,070      $ 2,133

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.  In the opinion of AIMCO/Riverside Park Associates GP, LLC
("AIMCO GP" or "General Partner"),  a wholly-owned  subsidiary of NHP Management
Company  ("NHP"),  all  adjustments  (consisting of normal  recurring  accruals)
considered  necessary  for a fair  presentation  have been  included.  Operating
results  for the  three  and six  month  periods  ended  June  30,  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.  AIMCO GP is an affiliate of
Apartment  Investment and Management Company  ("AIMCO"),  a publicly traded real
estate investment trust.

On December 11, 2003, NHP, a Delaware corporation, entered into a Redemption and
Contribution  Agreement (the "Agreement") with Winthrop Financial Associates,  A
Limited Partnership, a Maryland limited partnership ("Winthrop"),  which was the
previous general partner of the Partnership,  with respect to the acquisition of
its general partner interest in the Partnership (the "GP Interest").

As of the time of the  execution  of the  Agreement  and until  such time as the
transfer of the GP Interest  from  Winthrop to AIMCO GP was  effective,  NHP was
vested with the authority to, subject to certain limitations,  cause Winthrop to
take such actions as it deems  necessary and  advisable in  connection  with the
activities of the Partnership.  The transfer of the GP Interest from Winthrop to
AIMCO GP became  effective on April 30, 2004. As used herein,  the term "General
Partner" shall mean Winthrop,  with respect to matters  occurring prior to April
30, 2004 and AIMCO GP for matters occurring from and after April 30, 2004.

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  payment of asset  management  fees 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
$276,000  and  $279,000  for the six  months  ended  June  30,  2004  and  2003,
respectively, which is included in operating expenses.

Affiliates of NHP received reimbursement of accountable  administrative expenses
amounting to  approximately  $226,000 and $321,000 for the six months ended June
30,   2004  and  2003,   respectively,   which  are   included  in  general  and
administrative  expenses and  investment  property.  These  amounts  include the
annual  partnership and investor service fee discussed  above.  Also included in
these amounts are fees related to construction  management  services provided by
an affiliate of NHP of  approximately  $91,000 for the six months ended June 30,
2003.  There were no such fees  incurred  during  the six months  ended June 30,
2004.  The  construction  management  service  fees  are  calculated  based on a
percentage of current additions to investment property.

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
the six months  ended June 30,  2004 and 2003,  the  Partnership  was charged by
AIMCO and its affiliates approximately $110,000 and $167,000,  respectively, for
insurance coverage and fees associated with policy claims administration.

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.  Some discovery has taken
place  and  settlement  negotiations  continue.  Although  the  outcome  of  any
litigation  is  uncertain,  AIMCO  Properties,  L.P.  does not believe  that the
ultimate outcome will have a material adverse effect on its 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.

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

As  previously  disclosed,  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.


<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 six months ended June 30, 2004 and 2003 was 93% 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 six  months  ended  June  30,  2004  was
approximately  $165,000 as compared to a net loss of  approximately  $77,000 for
the six months ended June 30,  2003.  The  Partnership's  net loss for the three
months ended June 30, 2004 was  approximately  $93,000 as compared to net income
of approximately $152,000 for the three months ended June 30, 2003.

The  increase in net loss for the three  months ended June 30, 2004 is due to an
increase in total expenses and a decrease in total revenues. The increase in net
loss for the six  months  ended  June  30,  2004 is due to a  decrease  in total
revenues,  partially  offset by a decrease in total  expenses.  The  increase in
total  expenses  for the three months ended June 30, 2004 is due to increases in
operating,  depreciation,  and general and  administrative  expenses,  partially
offset by a decrease in interest expense. The increase in operating expenses for
the three months ended June 30, 2004 is primarily due to increases in utilities,
contract maintenance expenses, and payroll related expenses at the Partnership's
investment property. General and administrative expenses increased for the three
months  ended  June  30,  2004  primarily  due  to  an  increase  in  management
reimbursements  to NHP and its  affiliates  as  allowed  under  the  Partnership
Agreement and increased  professional fees associated with the administration of
the Partnership.  Included in general and administrative  expenses for the three
and six months  ended  June 30,  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 included in general and administrative expenses for the three and six months
ended June 30, 2004 and 2003.

The decrease in total  expenses for the six months ended June 30, 2004 is due to
decreases  in both  operating  and  interest  expenses,  partially  offset by an
increase in depreciation expense.  General and administrative  expenses remained
relatively constant for the six months ended June 30, 2004. Property tax expense
remained  relatively  constant  for both the three and six months ended June 30,
2004. The decrease in operating  expenses for the six months ended June 30, 2004
is primarily  due to decreases in snow removal and utility  expenses,  partially
offset  by an  increase  in  payroll  related  expenses,  at  the  Partnership's
investment property. The decrease in interest expense for both periods is due to
scheduled  principal  payments  resulting  in a lower  carrying  balance  of the
mortgages encumbering the property.  Depreciation expense increased for both the
three and six months  ended June 30, 2004 as a result of  property  improvements
and replacements placed into service during the past twelve months.

The decrease in total  revenues for both the three and six months ended June 30,
2004  is due to  decreases  in both  rental  and  other  income.  Rental  income
decreased  primarily  due to a decrease  in  occupancy,  partially  offset by an
increase in the average rental rate, at the Partnership's  investment  property.
Other income  decreased  due to decreases  in utility  reimbursements  and lease
cancellation fees at the property.

Liquidity and Capital Resources

At June 30, 2004, the Partnership had cash and cash equivalents of approximately
$524,000,  compared to approximately  $675,000 at June 30, 2003. The decrease in
cash and cash equivalents of approximately  $449,000, from December 31, 2003, is
due to  approximately  $2,056,000  of cash  used  in  financing  activities  and
approximately $516,000 of cash used in investing activities, partially offset by
approximately $2,123,000 of cash provided by operating activities.  Cash used in
financing  activities  consisted of a  distribution  to partners and 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.  For example,  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  six  months  ended  June  30,  2004,  the   Partnership   completed
approximately  $500,000  of capital  improvements  at the  property,  consisting
primarily of air conditioning  upgrades,  water heater  upgrades,  swimming pool
enhancements,  parking area  upgrades,  roof  replacement,  fitness and security
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
$257,000  in capital  improvements  during  the  remainder  of 2004.  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  $46,058,000 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 $8,980,000 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.

The Partnership  distributed  the following  amounts during the six months ended
June 30, 2004 and 2003 (in thousands, except per unit data):

<TABLE>
<CAPTION>

                      Six Months          Per           Six Months          Per
                        Ended           Limited           Ended           Limited
                       June 30,       Partnership        June 30,       Partnership
                         2004             Unit             2003             Unit
<S>                     <C>            <C>                 <C>            <C>
Operations              $1,185         $2,030.04           $ 347          $  595.41
Financing
 Proceeds (1)              --                 --           1,098           1,920.49
  Total                $1,185          $2,030.04          $1,445          $2,515.90
</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  additional  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
June 30, 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 General Partner owes fiduciary  duties to the limited
partners of the  Partnership,  the General Partner also owes fiduciary duties to
AIMCO, as its sole stockholder.  As a result, the duties of the General Partner,
as general  partner,  to the Partnership and its limited  partners may come into
conflict  with  the  duties  of the  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 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 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.  Some discovery has taken
place  and  settlement  negotiations  continue.  Although  the  outcome  of  any
litigation  is  uncertain,  AIMCO  Properties,  L.P.  does not believe  that the
ultimate outcome will have a material adverse effect on its 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.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a) Exhibits:

                  See Exhibit Index.

            b)    Reports on Form 8-K filed  during the  quarter  ended June 30,
                  2004:

                  Current  Report on Form 8-K dated  April 30, 2004 and filed on
                  May 21,  2004,  disclosing  the  transfer of  ownership of the
                  general partnership interest in the Partnership.


<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:   AIMCO/Riverside Park Associates GP,
                                          LLC,
                                          A Delaware Limited Liability
                                          Company,
                                          General Partner


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


                                    By:   /s/Stephen B. Waters
                                           Stephen B. Waters
                                           Vice President


                                    Date: August 12, 2004


<PAGE>


                Riverside Park Associates Limited Partnership

                                Index to 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).

   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.

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

   10(d)      Residential  Management  Agreement  dated July 2, 1986 between the
              Registrant and First Winthrop Properties, Inc.(1)

   10(e)      Multifamily  Note  dated June 29,  2000,  between  Riverside  Park
              Associates Limited  Partnership,  a Delaware limited  partnership,
              and  Reilly   Mortgage   Group,   Inc.,  a  District  of  Columbia
              corporation. (2)

   10(f)      Multifamily  Note dated August 2, 2002,  by and between  Riverside
              Park  Associates  Limited  Partnership  and Reilly Mortgage Group,
              Inc.,  a  District  of  Columbia   corporation;   incorporated  by
              reference to the  Exhibits to the  Registrant's  Quarterly  Report
              filed on Form 10-QSB, on August 14, 2002.

   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.

   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.

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

(1)   Incorporated  by  reference  to the  Exhibits to the  Registrant's  Annual
      Report filed on Form 10-K, on March 30, 1988.

(2)   Incorporated  by  reference  to the  Exhibits to the  Registrant's  Annual
      Report filed on Form 10-KSB, on March 28, 2001.




<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 small  business  issuer as of, and for, the periods  presented in this
      report;

4.    The  small  business  issuer'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 small business issuer 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
            small business issuer, 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  small  business   issuer'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 small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer'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 small business  issuer'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 small  business
            issuer's internal control over financial reporting.

Date:  August 12, 2004

                                    /s/Martha L. Long
                                    Martha L. Long
                                    Senior Vice President of
                                    AIMCO/Riverside Park
                                    Associates GP, LLC,
                                    equivalent of the chief
                                    executive officer of the
                                    Partnership


<PAGE>



Exhibit 31.2
                                  CERTIFICATION

I, Stephen B. Waters, 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 small  business  issuer as of, and for, the periods  presented in this
      report;

4.    The  small  business  issuer'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 small business issuer 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
            small business issuer, 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  small  business   issuer'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 small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer'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 small business  issuer'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 small  business
            issuer's internal control over financial reporting.
Date:  August 12, 2004
                                    /s/Stephen B. Waters
                                    Stephen B. Waters
                                    Vice President of
                                    AIMCO/Riverside Park
                                    Associates GP, LLC,
                                    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 June 30, 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 Stephen B. Waters, 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:  August 12, 2004


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  August 12, 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.