FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999

                         COMMISSION FILE NUMBER 0-17695

                           HEALTHCARE PROPERTIES L.P.
             (Exact name of registrant as specified in its charter)


                    DELAWARE                                      62-1317327
(State of other jurisdiction of incorporation or              (I.R.S. Employer
                 organization)                               Identification No.)


                         14160 DALLAS PARKWAY, SUITE 300
                                DALLAS, TX 75240
                    (Address of principal executive offices)
                                   (Zip Code)


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

                                 NOT APPLICABLE
              (Former name, former address and former fiscal year,
                         if changed since last report)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

Yes   X     No
     ---       ---


<PAGE>


PART I.  FINANCIAL INFORMATION


Item 1.  FINANCIAL STATEMENTS


<TABLE>
<CAPTION>

                                   HEALTHCARE PROPERTIES, L.P. AND SUBSIDIARIES
                                            CONSOLIDATED BALANCE SHEETS


                                                                          September 30, 1999       December 31, 1998
                                                                          ------------------       -----------------
                                                                              (Unaudited)
                                                                              -----------
ASSETS
<S>                                                                        <C>                     <C>
Cash and cash equivalents                                                  $     15,413,271        $     11,971,405

Accounts receivable, less allowance for doubtful
  accounts of $792,395 in 1999 and $686,042 in 1998                               1,149,996                 843,332

Prepaid expenses and other                                                           16,139                  36,605

Property and improvements, net                                                   16,683,459              19,598,117

Deferred charges, less accumulated amortization
  of $962,816 in 1999 and $981,895 in 1998                                          230,648                 309,499
                                                                           ----------------        ----------------


                                                                           $     33,493,513        $     32,758,958
                                                                           ================        ================


LIABILITIES AND PARTNERSHIP EQUITY

Accounts payable and accrued expenses                                      $        608,033        $        606,044

Operating facility accounts payable                                                  86,375                 102,665

Mortgage loans payable                                                            5,250,678               6,128,656
                                                                           ----------------        ----------------

                                                                                  5,945,086               6,837,365
                                                                           ----------------        ----------------

Partnership equity
  Limited partners (4,148,325 units outstanding in 1999
       and  1998)                                                                27,468,860              25,869,116
  General partner                                                                    79,567                  52,477
                                                                           ----------------        ----------------
                                                                                 27,548,427              25,921,593
                                                                           ----------------        ----------------

                                                                           $     33,493,513        $     32,758,958
                                                                           ================        ================
</TABLE>


                       See notes to financial statements

                                       1
<PAGE>


<TABLE>
<CAPTION>

                                   HEALTHCARE PROPERTIES, L.P. AND SUBSIDIARIES
                                       CONSOLIDATED STATEMENTS OF OPERATIONS
                                                    (UNAUDITED)

                                                                              Three-months ended September 30,
                                                                             1999                          1998
                                                                             ----                          ----
<S>                                                                   <C>                          <C>
Revenues
   Rental                                                             $       992,832              $     1,073,421
   Net patient services                                                     1,334,917                    1,140,126
                                                                      ---------------              ---------------
                                                                            2,327,749                    2,213,547
                                                                      ---------------              ---------------


Expenses
   Facility operating expenses                                              1,221,526                    1,098,010
   Depreciation                                                               322,561                      327,397
   Administrative and other                                                   306,238                      432,667
   Bad debts                                                                   76,353                       15,000
                                                                      ---------------              ---------------
                                                                            1,926,678                    1,873,074
                                                                      ---------------              ---------------
       Income from operations                                                 401,071                      340,473
                                                                      ---------------              ---------------


Other income (expenses)
   Gain on disposition of operating property                                  772,286                            -
   Interest income                                                            146,335                      145,045
   Interest expense                                                          (145,146)                    (157,860)
   Amortization                                                               (26,283)                     (26,384)
                                                                      ---------------              ---------------
                                                                              747,192                      (39,199)
                                                                      ---------------              ---------------


         Net income                                                   $     1,148,263              $       301,274
                                                                      ===============              ===============

NET INCOME ALLOCATION
         Limited partners                                             $     1,140,744              $       295,249
         General partner                                                        7,519                        6,025
                                                                      ---------------              ---------------

                                                                      $     1,148,263              $       301,274
                                                                      ===============              ===============

NET INCOME PER LIMITED
  PARTNERSHIP UNIT                                                    $           .27              $           .07
                                                                      ===============              ===============

WEIGHTED AVERAGE
   NUMBER OF UNITS                                                          4,148,325                    4,148,325
                                                                      ===============              ===============
</TABLE>


                       See notes to financial statements

                                       2

<PAGE>

<TABLE>
<CAPTION>


                                   HEALTHCARE PROPERTIES, L.P. AND SUBSIDIARIES
                                       CONSOLIDATED STATEMENTS OF OPERATIONS
                                                    (UNAUDITED)

                                                                              Nine-months ended September 30,
                                                                             1999                         1998
                                                                             ----                         ----
<S>                                                                   <C>                          <C>
Revenues
   Rental                                                             $     3,187,874              $     3,204,391
   Net patient services                                                     3,920,571                    3,289,007
                                                                      ---------------              ---------------
                                                                            7,108,445                    6,493,398
                                                                      ---------------              ---------------


Expenses
   Facility operating expenses                                              3,533,756                    3,353,655
   Depreciation                                                               967,181                      979,340
   Administrative and other                                                 1,035,308                    1,110,710
   Bad debts                                                                  106,353                       45,000
                                                                      ---------------              ---------------
                                                                            5,642,598                    5,488,705
                                                                      ---------------              ---------------
       Income from operations                                               1,465,847                    1,004,693
                                                                      ---------------              ---------------


Other income (expenses)
   Gain on disposition of operating property                                  772,286                            -
   Interest income                                                            410,849                      385,194
   Interest expense                                                          (443,322)                    (481,250)
   Amortization                                                               (78,851)                     (78,750)
                                                                      ---------------              ---------------
                                                                              660,962                     (174,806)
                                                                      ---------------              ---------------


         Net income                                                   $     2,126,809              $       829,887
                                                                      ===============              ===============

NET INCOME ALLOCATION
         Limited partners                                             $     2,099,719              $       813,290
         General partner                                                       27,090                       16,597
                                                                      ---------------              ---------------

                                                                      $     2,126,809              $       829,887
                                                                      ===============              ===============

NET INCOME PER LIMITED
  PARTNERSHIP UNIT                                                    $           .51              $           .20
                                                                      ===============              ---------------

WEIGHTED AVERAGE
   NUMBER OF UNITS                                                          4,148,325                    4,153,602
                                                                      ===============              ===============

</TABLE>

                       See notes to financial statements

                                       3

<PAGE>

<TABLE>
<CAPTION>

                                   HEALTHCARE PROPERTIES, L.P. AND SUBSIDIARIES
                                   CONSOLIDATED STATEMENTS OF PARTNERSHIP EQUITY



                                                     Limited              General
                                                     Partners            Partners               Total
                                                     --------            --------               -----
<S>                                            <C>                     <C>                <C>
EQUITY at
   December 31, 1998                           $    25,869,116         $     52,477       $     25,921,593

Distributions - Unaudited                             (499,975)                   -               (499,975)

Net income - Unaudited                               2,099,719               27,090              2,126,809
                                               ---------------         ------------       ----------------

EQUITY at
   September 30, 1999 - Unaudited              $    27,468,860         $      79,567      $     27,548,427
                                               ===============         =============      ================

</TABLE>


                       See notes to financial statements

                                       4



<PAGE>


<TABLE>
<CAPTION>

                                   HEALTHCARE PROPERTIES, L.P. AND SUBSIDIARIES
                                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                    (UNAUDITED)



                                                                                           Nine-months ended September 30,
                                                                                          1999                         1998
                                                                                          ----                         ----
<S>                                                                                  <C>                         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income                                                                        $   2,126,809               $    829,887
   Adjustments to reconcile net income to
     net cash provided by operating activities
         Bad debts                                                                         106,353                     45,000
         Depreciation and amortization                                                   1,046,032                  1,058,090
         Gain on disposition of operating property                                        (772,286)                         -
         Changes in assets and liabilities
             Accounts receivable                                                          (413,017)                  (242,594)
             Prepaid expenses and other                                                     20,466                     34,450
             Accounts payable and accrued expenses                                         (14,301)                  (165,233)
                                                                                     -------------               ------------

                    NET CASH PROVIDED BY
                    OPERATING ACTIVITIES                                                 2,100,056                  1,559,600
                                                                                     -------------               ------------

CASH FLOWS FROM INVESTING ACTIVITIES
       Purchases of property and improvement                                               (20,191)                   (80,997)
       Net proceeds from sale of property                                                2,739,954                          -
                                                                                     -------------               ------------
                    NET CASH PROVIDED BY (USED IN)
                    INVESTING  ACTIVITIES                                                2,719,763                    (80,997)
                                                                                     -------------               ------------

CASH FLOWS FROM FINANCING ACTIVITIES
       Payments on mortgage loans payable                                                 (877,978)                  (419,457)
       Repurchased limited partner units                                                         -                   (144,791)
       Increase in deferred charges                                                              -                     (9,061)
       Distributions                                                                      (499,975)                         -
                                                                                     -------------               ------------
                    NET CASH USED IN
                    FINANCING ACTIVITIES                                                (1,377,953)                  (573,309)
                                                                                     -------------               ------------

NET INCREASE IN CASH
AND CASH EQUIVALENTS                                                                     3,441,866                    905,294

CASH AND CASH EQUIVALENTS
   Beginning of period                                                                  11,971,405                 10,722,118
                                                                                     -------------               ------------

CASH AND CASH EQUIVALENTS
   End of period                                                                     $  15,413,271               $ 11,627,412
                                                                                     -------------               ============

CASH PAID FOR INTEREST                                                               $     443,322               $    481,250
                                                                                     =============               ============

</TABLE>


                       See notes to financial statements

                                       5

<PAGE>



                  HEALTHCARE PROPERTIES, L.P. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 1999 AND 1998
                                   (UNAUDITED)

1.       ACCOUNTING POLICIES
         -------------------

         The accompanying  unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted  accounting  principles
for interim  financial  information  and with the  instructions to Form 10-Q and
Article  10 of  Regulation  S-X.  Accordingly,  they do not  include  all of the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements. In the opinion of management, all adjustments
(consisting  of  normal  recurring  accruals)  considered  necessary  have  been
included.  Operating results are not necessarily  indicative of the results that
may be expected for the year ending December 31, 1999. The financial  statements
should be read in conjunction with the consolidated financial statements and the
footnotes  thereto  included in Registrant's  annual report on Form 10-K for the
year ended December 31, 1998.

         Net income  (loss) of the  Partnership  and taxable  income  (loss) are
generally  allocated  98 percent to the  limited  partners  and 2 percent to the
general  partner.  The net income of the  Partnership  from the disposition of a
property is allocated  (i) to partners  with deficit  capital  accounts on a pro
rata basis,  (ii) to limited  partners until they have been paid an amount equal
to the amount of their  Adjusted  Investment,  as defined,  (iii) to the limited
partners  until  they  have  been  allocated  income  equal to their 12  percent
Liquidation Preference,  and (iv) thereafter, 80 percent to the limited partners
and 20 percent to the general partner.  The net loss of the Partnership from the
disposition  of a property is allocated (i) to partners  with  positive  capital
accounts  on a pro rata basis and (ii)  thereafter,  98  percent to the  limited
partners and 2 percent to the general  partner.  Distributions of available cash
flow are generally  distributed 98 percent to the limited partners and 2 percent
to the general  partner,  until the  limited  partners  have  received an annual
preferential  distribution,  as  defined.  Thereafter,  available  cash  flow is
distributed  90 percent to the  limited  partners  and 10 percent to the general
partner.

         For the three-months and nine-months ended September 30, 1999, the gain
on sale of the  Cedarbrook  facility ( see Note 4) was  allocated 100 percent to
the limited  partners and the  remaining  net income was allocated 98 percent to
the limited partners and 2 percent to the general partner.

2.        TRANSACTIONS WITH THE  GENERAL PARTNER AND  AFFILIATES OF THE  GENERAL
          ----------------------------------------------------------------------
          PARTNER
          -------

         Personnel  working at the  Cambridge  facility  and certain home office
personnel  who perform  services  for the  Registrant  are  employees of Capital
Senior  Living,  Inc.  (CSL),  which was until June 10,  1998,  an  affiliate of
Capital Realty Group Senior Housing,  Inc.  (CRGSH),  the General Partner of the
Registrant.  The Registrant  reimburses CSL for the salaries,  related benefits,
and overhead  reimbursements  of such personnel as reflected in the accompanying
financial  statements.  Reimbursements  and fees  paid to  CRGSH  and CSL are as
follows

                                       6

<PAGE>


<TABLE>
<CAPTION>

                                                         Nine-months ended          Nine-months ended
                                                         September 30, 1999         September 30, 1998

<S>                                                        <C>                         <C>
Salary and benefit reimbursements                          $    2,313,582              $    2,291,860
Administrative reimbursements                                     118,192                     104,635
Asset management fees                                             351,000                     413,475
Property management fees                                          271,498                     229,881
General partner fees                                               70,051                      64,884
                                                           --------------              --------------
                                                           $    3,124,323              $    3,104,735
                                                           ==============              ==============
</TABLE>

         Currently,   Capital  Senior  Living  Properties,   Inc.,  formerly  an
affiliate of CRGSH,  holds  approximately 57 percent of the outstanding units of
the  Registrant.  The  Registrant  is  included  in the  consolidated  financial
statements of Capital  Senior Living  Properties,  Inc. and its parent  company,
Capital  Senior  Living  Corporation,  a  public  company  that  files  with the
Securities and Exchange Commission.

         On June 10, 1998, the sole owner of the General Partner, Capital Realty
Group  Corporation,  sold all of its shares of CRGSH common stock to  Retirement
Associates,  Inc.  (Associates)  for  $855,000.  The  source  of the funds was a
Promissory  Note for $855,000 with a five-year term and bearing an interest rate
of 10 percent per annum. The interest accrues on the Promissory Note and becomes
payable at the maturity of the Promissory  Note.  Associates is the maker of the
Note and Capital Realty Group  Corporation is the payee.  Mr. Robert Lankford is
the President of Associates and has brokered and continues to broker real estate
as  an  independent   contractor   with  affiliates  of  Capital  Senior  Living
Corporation.

3.       VALUATION OF RENTAL PROPERTY
         ----------------------------

         Generally  accepted  accounting  principles require that the Registrant
evaluate   whether   events  or   circumstances   indicate  that  the  estimated
undiscounted future cash flows of its properties,  taken individually,  are less
than the  respective  net  book  value of the  properties.  If such a  shortfall
exists,  then a write-down to fair value is recorded.  The  Registrant  performs
such  evaluations on an on-going basis.  During the nine- months ended September
30, 1999, based on the Registrant's evaluation of the properties, the Registrant
did not record any impairment.

4.       SALE OF PROPERTY
         ----------------

         On September 20, 1999, the Registrant sold the Cedarbrook  facility for
$2,825,000,  resulting  in  $2,739,954  in net cash  proceeds  after  payment of
settlement  costs and mortgage payable related to this facility and recognized a
gain of $772,286.

Item 2.          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                 ---------------------------------------------------------------
                 RESULTS OF OPERATIONS
                 ---------------------

Liquidity and Capital Resources
-------------------------------

         Registrant  commenced an offering to the public on August 31, 1987,  of
depository  units  representing  beneficial  assignments of limited  partnership
interests (Units). On October 14, 1987, Registrant commenced operations,  having
previously accepted subscriptions for more than the specified minimum of 120,000
Units.  As of August 30, 1989, the offering was closed except for Units for sale
to existing investors under the terms of a distribution reinvestment plan. As of
September 30, 1995,  Registrant had sold Units aggregating  approximately  $43.4
million. Due to the suspension of the distribution reinvestment plan, Registrant
does not anticipate any additional inflow of investment.


                                       7
<PAGE>

         All of the net proceeds of the offering were originally  invested in 12
properties  or used for  working  capital  reserves.  The  Registrant  partially
financed the acquisition of eight of its original  properties with  non-recourse
debt. Four properties were initially unleveraged. As of September 30, 1999, five
of the  original  twelve  properties  had either been sold or deeded back to the
lender,  leaving the Registrant with three  properties  secured by debt and four
properties unleveraged.  With the exception of the Cambridge facility,  which is
operated  by the  Registrant  and  consequently  not  leased  to a  third  party
operator,  the initial term of the six  properties  with long-term net leases to
third party  operators are due to expire in the years 2000 and 2001. Such leases
are subject to renewal and purchase options.

         Potential sources of liquidity for Registrant  include current holdings
of cash and cash  equivalents,  collection  of  outstanding  receivables  and/or
revenue  participation  related  to various  leased  facilities,  collection  on
defaulted  rent and/or  damage  settlements  related to leases in  default,  new
mortgage  financing on one or more of Registrant's  unencumbered  assets,  and a
potential sale of one or more of the Registrant's assets.

         On September 20, 1999, the Registrant sold the Cedarbrook  facility for
$2,825,000,  resulting  in  $2,739,954  in net cash  proceeds  after  payment of
settlement  costs and mortgage payable related to this facility and recognized a
gain of $772,286.

         As of September  30,  1999,  Registrant  had cash and cash  equivalents
aggregating $15,413,271.  The cash and cash equivalents will be used for working
capital and emergency reserves.

         Registrant's  general  policy is to maintain  sufficient  cash and cash
equivalents to address disruptions of its lease revenues,  including the McCurdy
facility  as  discussed  below,  and  to  have  adequate  additional  funds  for
investment in existing  assets for  improvements.  In the event that  Registrant
deems  it  necessary  to  take  over  the  operations  of any of its  facilities
currently  under  long-term  net lease,  such action  would  require  additional
investment in working capital for operating reserves,  capital  expenditures and
related debt payments. Future cash distributions will be dependent on the status
of  future  operational  control  of these  properties.  Cash  distributions  of
$250,000,  $325,000  and  $499,975  were made in June 1993,  July 1997 and April
1999,  respectively.  The Units are not  publicly  traded  and as a result,  the
liquidity of each Limited  Partner's  individual  investment is limited.  During
1998, the Registrant,  in response to requests by holders of Units,  repurchased
24,132 Units for a total amount of $144,791.

Results of Operations
---------------------

             Discussion of Nine-Months and Three-Months Ended September 30, 1999
             -------------------------------------------------------------------

         Rental revenues for the nine-months  ended September 30, 1999 decreased
$16,517  from the  comparable  nine-months  ended  September  30,  1998,  due to
decreased revenue participation from leased facilities. Net patient services for
the nine-months ended September 30, 1999 increased $631,564 from the nine-months
ended September 30, 1998,  primarily due to a 1998 Medicare charge of $139,000 (
which reduced 1998 recurring revenues) and higher reimbursement rates and higher
average  occupancy  rates at the  Cambridge  facility in 1999.  On September 20,
1999, the Registrant sold the Cedarbrook  facility for $2,825,000,  resulting in
$2,739,954 in net cash proceeds  after payment of settlement  costs and mortgage
payable. The Registrant  recognized a gain on sale of $772,286.  Interest income
for the  nine-months  ended  September  30,  1999  increased  $25,655  from  the
nine-months  ended  September 30, 1998 and was primarily due to increasing  cash
available for investment.

         Facility  operating  expenses for the  nine-months  ended September 30,
1999  increased by $180,101  from the  comparable  1998 period  primarily due to
increased salaries and benefits at the Cambridge facility.  Depreciation for the
nine-months ended September 30, 1999, decreased $12,159 from the comparable 1998

                                       8

<PAGE>

period.  Administrative and other expenses decreased $75,402 for the nine-months
ended  September  30, 1999 in comparison  to the  comparable  1998 period and is
primarily  due  to  decreased  professional  fees.  Bad  debt  expense  for  the
nine-months  ended  September  30, 1999  increased  $61,353 in comparison to the
comparable 1998 period and is due to additional lease receivable reserves on the
McCurdy facility.  Interest expense for the nine-months ended September 30, 1999
decreased by $37,928 from the comparable 1998 period.  Amortization  expense for
the nine-months ended September 30, 1999 was comparable to the 1998 period.

         For the  three-months  ended  September  30, 1999 as compared  with the
three-months ended September 30, 1998,  Registrant's revenue was impacted by the
same shifts of revenue as discussed  above.  Similarly,  a  comparison  of third
quarter 1999  operating  expenses  versus third  quarter 1998  reflects the same
variances as discussed above.

         Cash and cash equivalents as of September 30, 1999 increased $3,441,866
over the balance at December 31, 1998.  Cash  increased  by  $2,536,572  for the
nine-months ended September 30, 1999 in comparison to the comparable 1998 period
primarily due to net sale proceeds from the sale of the Cedarbrook facility. Net
accounts receivable of $1,149,996 at September 30, 1999 reflected an increase of
$306,664  over  1998  year-end  balances  and is due to  delayed  collection  of
Medicaid and Medicare  claims from the  Cambridge  facility.  Accounts  payable,
accrued expenses,  and facility  accounts payable balances  decreased $14,301 at
September 30, 1999, from December 31, 1998.

         The  following  is a brief  discussion  of the  status of  Registrant's
properties.

         Cedarbrook,  Cane  Creek,  Crenshaw  Creek and  Sandybrook  facilities.
Rebound,  Inc. (a subsidiary of HealthSouth  Corporation) leases the Cedarbrook,
Cane Creek,  Crenshaw Creek and Sandybrook properties pursuant to a master lease
with the Registrant.

         Due to low occupancy at the Sandybrook facility, it was closed in 1994.
Rental  payments  in March  and  April  1995 were  discontinued  by  HealthSouth
Corporation   (HealthSouth)   causing  an  interruption  in  the  master  lease.
Registrant met with HealthSouth and those payments were subsequently made in the
second quarter of 1995.  Subsequent to that time period,  all payments have been
made on a timely  basis.  In  February  1997,  the  Registrant  was  notified by
HealthSouth of the closing of the Cedarbrook  facility due to the low occupancy.
HealthSouth has continued to make lease payments on a timely basis.

         Effective August 5, 1999, HealthSouth agreed to transfer control of the
Cedarbrook  and Sandybrook  facilities to the  Registrant.  HealthSouth  agreed,
however,  to  continue  making its full lease  payments  to the  Registrant.  On
September  20,  1999,  the  Registrant  sold the main  campus of the  Cedarbrook
facility for  $2,825,000,  resulting in $2,739,954  in net cash  proceeds  after
payment  of  settlement  costs and  mortgage  payable.  It is the  intent of the
Registrant  to  distribute  the net proceeds  from this sale,  after  payment of
closing  costs,  including  the  brokerage  fee,  to the limited  partners.  The
Registrant  is  exploring  its options with regard to the  Sandybrook  facility,
including the possibility of a sale of this asset.

         A recourse  loan on the Cane Creek  facility was due in January 1996 in
the aggregate  amount of approximately  $988,000.  This note was callable by the
lender at any time between January 1, 1993 and November 30, 1995;  however,  the
lender agreed not to exercise their call rights prior to maturity on January 31,
1996 as long as the Partnership remained in compliance with the loan agreements.
The lender agreed to extend the maturity date of their note to December 1, 2001,
pending completion of final loan documents. The Registrant continues to make its
loan payments under this loan.

                                       9
<PAGE>


         Cambridge  facility.  The  lessee of the  Cambridge  facility,  Nursing
Centers of America-Cambridge (NCAC), filed a voluntary petition under Chapter 11
of the  Federal  Bankruptcy  Code in  February  of  1992.  Registrant  commenced
litigation  against NCAC seeking full payment of future  rentals under the lease
of NCAC.

         On August 1, 1996,  the United  States  Bankruptcy  Court  approved the
transfer of the operations of NCAC to Cambridge  Nursing Home, LLC, a subsidiary
of the  Registrant,  thereby  releasing the  operations of the facility from the
jurisdiction of the United States  Bankruptcy  Court. A subsidiary of Registrant
now operates this property.

         Registrant  has filed an  administrative  claim with the trustee of the
United States  Bankruptcy  Court for unpaid lease  payments.  If approved by the
trustee, these payments are anticipated to exceed $500,000.

         Trinity Hills, McCurdy, and Hearthstone  facilities.  The Trinity Hills
and  Hearthstone   lessees  are  current  in  their  lease  obligations  to  the
Registrant. In addition, the Registrant believes it likely that Hearthstone will
pay additional  rental amounts to the Registrant  during future years based upon
increased  revenues at those facilities.  However,  there can be no assurance of
such increased  revenue.  Only  Hearthstone  appears to be generating  cash flow
sufficient to fund its lease  obligations.  Trinity Hills is, at this time,  not
generating  sufficient  cash flow to fund its lease  obligations  from  property
operations.  However, the lessee at Trinity Hills continues to fund the deficits
and its lease payments.  On August 5, 1999, the lessees of the McCurdy  facility
verbally  told  management  of the  Registrant  that  because of the recent poor
financial condition of this facility,  they would be unable to make a full lease
payment  to  Registrant.  Currently,  the  lessee  of the  McCurdy  facility  is
delinquent on its monthly rent  payments  since August 1999.  The  Registrant is
exploring its options in light of this event,  which could  include  taking over
the operations of this facility immediately, bringing in new management or a new
lessee, and/or selling this facility.

YEAR 2000 ISSUE
---------------

         The year 2000 issue is the result of computer  programs  being  written
using two digits  rather  than four to define the  applicable  year.  Any of the
Partnership's computer programs or hardware that have date-sensitive software or
embedded  chips may  recognize the year 2000 as a date other than the year 2000.
This could result in a system failure or miscalculations  causing disruptions of
operations,  including,  among other  things,  a temporary  inability to process
transactions, send invoices or engage in similar normal business activities.

         Based on ongoing  assessments,  the Partnership has developed a program
to modify or replace significant  portions of its software and certain hardware,
which are  generally  PC-based  systems,  so that those  systems  will  properly
recognize  and utilize  dates  beyond  December 31, 1999.  The  Partnership  has
substantially   completed  software  reprogramming  and  software  and  hardware
replacement as of September 30, 1999, with 100 percent  completion  targeted for
December 31,  1999.  The costs of the  completed  and future  modifications  and
replacement  of hardware and  software for the systems of the managing  agent is
expected to result in  expenditures  of  approximately  $100,000.  However,  the
Partnership expects to incur $5,000 or less of allocated costs from the managing
agent for the completion of the managing  agent's year 2000  initiative.  All of
the  Partnership's  systems have been upgraded with the exception of its general
ledger program. The general ledger program is year 2000 compliant, however, some
of the reporting tools used in conjunction with the general ledger will not work
properly  with the current  version of the  Partnership's  general  ledger after
December 31, 1999. As a result of this issue,  the  Partnership  is currently in
the process of upgrading its current  general ledger and reporting  software and


                                       10

<PAGE>

expects this process to be  completed  by December  31,  1999.  The  Partnership
presently believes that these modifications and replacement of existing software
and  certain  hardware  will  mitigate  the year 2000  issue.  However,  if such
modifications  and  replacements are not completed  timely,  the year 2000 issue
could have a material impact on the operations of the Partnership.

         The Partnership has completed a survey requiring written responses from
its  critical  service  providers  in  1999.  Based  on the  responses  from the
Partnership's  critical service  providers,  90 to 95 percent of the respondents
indicated  that  they  are  currently  year  2000  compliant  and the  remaining
respondents  indicate  that they will be year 2000  compliant  by the end of the
year. The  Partnership is therefore not aware of any external  critical  service
provider with a year 2000 issue that would materially  impact the  Partnership's
results of operations,  liquidity or capital resources. However, the Partnership
has no other means of determining  whether or ensuring that its critical service
providers are or will be year  2000-ready.  The  inability of critical  services
providers to complete  their year 2000  resolution  process in a timely  fashion
could materially impact the Partnership.

         The Partnership has assessed its exposure to operating  equipment,  and
such  exposure  it  not  significant  due  to the  nature  of the  Partnership's
business.

         The  Partnership  operates in a  relatively  low  technology  dependent
industry and does not anticipate any industry or Partnership  specific year 2000
risks beyond those discussed above.  Significant year 2000 problems could result
in the  Partnership  not having  timely the operating  information  necessary to
efficiently  manage and monitor its  business  activities.  This could result in
disruptions in operation,  including,  among other things, a temporary inability
to process  transactions,  send  invoices or engage in similar  normal  business
activities.  The  Partnership  does not foresee year 2000 issues  affecting  the
day-to-day  operations of its senior living communities due to their limited use
of technology and the Partnership's evaluation of their operating equipment. The
Partnership  considers the possibility of significant year 2000 problems,  based
on the  evaluation  of its internal  systems and the response  from its critical
service providers, to be remote.

         The  Partnership's  management  believes it has an effective program in
place to resolve the year 2000 issue in a timely  manner.  As noted  above,  the
Partnership  has completed  most but not all  necessary  phases of its year 2000
program. In the event that the Partnership does not complete the current program
or any  additional  phases,  the  Partnership  could  incur  disruptions  to its
operations.  In addition,  disruptions in the economy  generally  resulting from
year 2000 issues also could materially  adversely  affect the  Partnership.  The
Partnership  could be subject to litigation  or computer  systems  failure.  The
amount of potential  liability and cost cannot be  reasonably  estimated at this
time.

         The  Partnership  currently  has no  contingency  plans in place in the
event it does not complete all phases of its year 2000 program.  The Partnership
plans to  continue  to  monitor  the  status  of  completion  of its  year  2000
initiatives to determine whether such a plan is necessary.

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
         ----------------------------------------------------------

         The Registrant's  primary market risk exposure is from  fluctuations in
interest rates and the effects of those fluctuations on the market values of its
cash  equivalent  short-term  investments  and  floating  interest  rates on one

                                       11

<PAGE>

recourse loan. The cash equivalent  short-term  investments consist primarily of
overnight  investments that are not significantly exposed to interest rate risk,
except to the extent that changes in interest rates will  ultimately  affect the
amount of interest income earned on these investments.  One Partnership recourse
loan is subject to a floating  interest  rate  determined  by bank prime  rates,
which are subject to market fluctuations in the lending markets. Changes in debt
interest rates will ultimately  affect the amount of interest expense accrued on
this loan.

PART II.  OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS
         -----------------

         On June 17, 1998,  Registrant  filed a lawsuit in Dallas County against
the lessee of the McCurdy facility.  The complaint sought a declaratory judgment
affirming that the lessee of the McCurdy  facility (the lessee) cannot  exercise
its option to purchase the McCurdy  facility  until the end of the lease term in
October 2001.  The lessee had  threatened  to exercise  this option  immediately
(subject to a final  determination of value).  The lessee sought to dismiss this
Dallas  County  action based on  jurisdictional  grounds and this  dismissal was
granted on November 6, 1998. On November 6, 1998,  the  Registrant  was informed
that the lessee had filed a complaint for  declaratory  judgment in  Evansville,
Indiana, seeking to exercise its option to purchase the McCurdy facility. On May
13, 1999,  the parties  entered into a Stipulation  to Stay  Litigation  without
Prejudice and are  attempting  to negotiate a resolution  to this  dispute.  The
parties are currently continuing these negotiations. There is no guarantee these
negotiations will be successful.  The ultimate outcome of these  negotiations is
not presently determinable.

Item 2.  Changes in securities
         ---------------------

         None.

Item 3.  Defaults upon senior securities
         -------------------------------

         None.

Item 4.  Submission of matters to a vote of security holders
         ---------------------------------------------------

         None.

Item 5.  Other information
         -----------------

         None.

Item 6.  Exhibits and reports on Form 8-K
         --------------------------------

           (A)    Exhibit

                  27.1     Financial data schedule

           (B) Reports on Form 8-K

                  None.

                                       12

<PAGE>


SIGNATURES

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



HEALTHCARE PROPERTIES, L.P.

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



         By:   /s/ Robert Lankford
               --------------------------------------
               Robert Lankford
               President

Date:   November ____, 1999



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