SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


(X)  QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15 (d)  OF  THE  SECURITIES
     EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1999
                                       OR

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

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


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


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


              14160 DALLAS PARKWAY, SUITE 300, DALLAS, TEXAS 75240
              ----------------------------------------------------
                     (Address of principal executive office)


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


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



<PAGE>


PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements
<TABLE>
<CAPTION>

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

                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------


                                                                             June 30, 1999         December 31, 1998
                                                                             -------------         -----------------
                                                                              (Unaudited)
                                                                              -----------
                                                      ASSETS
                                                      ------

<S>                                                                        <C>                     <C>
Cash and cash equivalents                                                  $     12,304,132        $     11,971,405

Accounts receivable, less allowance for doubtful
  accounts of $716,042 in 1999 and $686,042 in 1998                               1,424,735                 843,332

Prepaid expenses and other                                                           35,399                  36,605

Property and improvements, net                                                   18,965,266              19,598,117

Deferred charges, less accumulated amortization
  of $1,031,963 in 1999 and $981,895 in 1998                                        256,931                 309,499
                                                                           ----------------        ----------------

                                                                           $     32,986,463        $     32,758,958
                                                                           ================        ================


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

Accounts payable and accrued expenses                                       $       613,940        $        606,044

Operating facility accounts payable                                                 154,426                 102,665

Mortgage loans payable                                                            5,817,933               6,128,656
                                                                            ---------------        ----------------

                                                                                  6,586,299               6,837,365
                                                                            ---------------        ----------------

Partnership equity:
  Limited partners (4,148,325 units outstanding in 1999 and   1998)
                                                                                 26,328,116              25,869,116
  General partner                                                                    72,048                  52,477
                                                                            ---------------        ----------------
                                                                                 26,400,164              25,921,593
                                                                            ---------------        ----------------

                                                                            $    32,986,463        $     32,758,958
                                                                            ===============        ================
</TABLE>

                        See notes to financial statements
                                        1

<PAGE>


<TABLE>
<CAPTION>

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

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------
                                  (Unaudited)

                                                                    Three months ended,         Three months ended,
                                                                      June 30, 1999                June 30, 1998
                                                                      -------------                -------------
<S>                                                                   <C>                          <C>
Revenues:
   Rental                                                             $     1,102,271              $     1,063,469
   Net patient services                                                     1,370,147                    1,163,961
                                                                      ---------------              ---------------
                                                                            2,472,418                    2,227,430
                                                                      ---------------              ---------------


Expenses:
   Facility operating expenses                                              1,149,654                    1,147,288
   Depreciation                                                               322,382                      326,579
   Administrative and other                                                   332,046                      348,120
   Bad debts                                                                   15,000                       15,000
                                                                      ---------------              ---------------
                                                                            1,819,082                    1,836,987
                                                                      ---------------              ---------------
       Income from operations                                                 653,336                      390,443
                                                                      ---------------              ---------------


Other income (expenses):
   Interest income                                                            131,049                      126,705
   Interest expense                                                          (147,677)                    (160,423)
   Amortization                                                               (26,284)                     (26,384)
                                                                      ---------------              ---------------
                                                                              (42,912)                     (60,102)
                                                                      ---------------              ---------------


         Net income                                                   $       610,424              $       330,341
                                                                      ===============              ===============

NET INCOME PER LIMITED                                                $           .15              $           .08
  PARTNERSHIP UNIT                                                    ===============              ===============


WEIGHTED AVERAGE
 NUMBER OF UNITS                                                            4,148,325                    4,156,240
                                                                      ===============              ===============
</TABLE>

                      See notes to financial statements
                                        2

<PAGE>

<TABLE>
<CAPTION>

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

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------
                                   (Unaudited)

                                                                     Six months ended,           Six months ended,
                                                                      June 30, 1999                June 30, 1998
                                                                      -------------                -------------
<S>                                                                   <C>                          <C>
Revenues:
   Rental                                                             $     2,195,042              $     2,130,970
   Net patient services                                                     2,585,654                    2,148,881
                                                                      ---------------              ---------------
                                                                            4,780,696                    4,279,851
                                                                      ---------------              ---------------


Expenses:
   Facility operating expenses                                              2,312,230                    2,255,645
   Depreciation                                                               644,620                      651,943
   Administrative and other                                                   729,070                      678,043
   Bad debts                                                                   30,000                       30,000
                                                                      ---------------              ---------------
                                                                            3,715,920                    3,615,631
                                                                      ---------------              ---------------
       Income from operations                                               1,064,776                      664,220
                                                                      ---------------              ---------------


Other income (expenses):
   Interest income                                                            264,514                      240,149
   Interest expense                                                          (298,176)                    (323,390)
   Amortization                                                               (52,568)                     (52,366)
                                                                      ---------------              ---------------
                                                                              (86,230)                    (135,607)
                                                                      ---------------              ---------------


         Net income                                                   $       978,546              $       528,613
                                                                      ===============              ===============

NET INCOME PER LIMITED                                                $           .24              $           .13
  PARTNERSHIP UNIT                                                    ===============              ===============

WEIGHTED AVERAGE
   NUMBER OF UNITS                                                          4,148,325                    4,156,240
                                                                      ===============              ===============
</TABLE>

                      See notes to financial statements
                                        3

<PAGE>

<TABLE>
<CAPTION>

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

                  CONSOLIDATED STATEMENTS OF PARTNERSHIP EQUITY
                  ---------------------------------------------



                                                    Limited              General
                                                    Partners            Partners               Total
                                                    --------            --------               -----
<S>                                                <C>                 <C>                  <C>
Allocation of Net Income                                     98%                 2%                  100%
                                                             ===                 ==                  ====


EQUITY at
   December 31, 1998                               $   25,869,116      $     52,477         $   25,921,593

Distributions                                            (499,975)                0               (499,975)

Net Income                                                958,975            19,571                978,546
                                                   --------------      ------------         --------------

EQUITY at
June 30, 1999- Unaudited                           $   26,328,116      $     72,048         $   26,400,164
                                                   ==============      ============         ==============

</TABLE>




                      See notes to financial statements
                                        4

<PAGE>

<TABLE>
<CAPTION>


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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                                   (Unaudited)



                                                                                Six months ended           Six months ended
                                                                                  June 30, 1999              June 30, 1998
                                                                                  -------------              -------------
<S>                                                                               <C>                        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Income                                                                     $     978,546              $     528,613
   Adjustments to reconcile net income to
     net cash provided by operating activities:
         Bad debts                                                                       30,000                     30,000
         Depreciation and amortization                                                  697,188                    704,309
         Changes in assets and liabilities:
             Accounts receivable                                                       (611,403)                   (70,230)
             Prepaid expenses                                                             1,206                     21,255
             Accounts payable &
               accrued expenses                                                          59,657                   (101,247)
                                                                                  -------------              -------------
                    NET CASH PROVIDED BY
                    OPERATING ACTIVITIES                                              1,155,194                  1,112,700
                                                                                  -------------              -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
       Purchases of property and improvement                                            (11,769)                   (78,789)
                                                                                  -------------              -------------
                    NET CASH USED IN
                    INVESTING  ACTIVITIES                                               (11,769)                   (78,789)
                                                                                  -------------              -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
       Payments on mortgage loans payable                                              (310,723)                  (277,432)
       Repurchased limited partner units                                                      0                   (144,791)
       Increase in deferred changes                                                           0                     (9,062)
       Distributions                                                                   (499,975)                         0
                                                                                  -------------              -------------
                    NET CASH USED IN
                    FINANCING ACTIVITIES                                               (810,698)                  (431,285)
                                                                                  -------------              -------------

NET INCREASE IN CASH
AND CASH EQUIVALENTS                                                                    332,727                    602,626

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

CASH AND CASH EQUIVALENTS
   End of Period                                                                  $  12,304,132              $  11,324,744
                                                                                  -------------              =============

CASH PAID FOR INTEREST                                                            $     298,176              $     323,390
                                                                                  =============              =============

</TABLE>


                     See notes to financial statements
                                        5

<PAGE>


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------
                             June 30, 1999 AND 1998
                                   (Unaudited)

A.       ACCOUNTING POLICIES
         -------------------

         The accompanying  unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted  accounting  principles
for interim  financial  information  and with the  instructions to Form 10-Q and
Article  10 of  Regulation  S-X.  Accordingly,  they do not  include  all of the
information and footnotes required by generally accepted  accounting  principles
for complete 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.

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

         Personnel  working at the  Cambridge  facility  and certain home office
personnel  who perform  services  for the  Registrant  are  employees of Capital
Senior  Living,  Inc.  ("CSL"),  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:
<TABLE>
<CAPTION>

                                                          Six months ended           Six months ended
                                                           June 30, 1999              June 30, 1998

<S>                                                        <C>                         <C>
Salary and benefit reimbursements                          $    1,513,483              $    1,532,161
Administrative reimbursements                                      82,785                      64,579
Asset management fees                                             234,000                     275,567
Property management fees                                          178,053                     150,072
General partner fees                                               47,387                      42,749
                                                           --------------              --------------
                                                           $    2,055,708              $    2,065,128
                                                           ==============              ==============
</TABLE>

         Currently,   Capital  Senior  Living  Properties,   Inc.,  formerly  an
affiliate of CRGSH,  holds  approximately  57% 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% per annum.  The interest accrues on the Promissory Note and be 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.

                                       6

<PAGE>



C.       VALUATION OF RENTAL PROPERTY
         ----------------------------

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

Item 2.           Management's Discussion  and Analysis  of Financial  Condition
                  --------------------------------------------------------------
                  and Results of Operations
                  -------------------------

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

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

         All of the net proceeds of the offering were originally  invested in 12
properties  or used for  working  capital  reserves.  The  Registrant  partially
financed the acquisition of eight of its original  properties with  non-recourse
debt. Four properties were initially unleveraged.  As of March 31, 1999, four of
the  original  twelve  properties  had  either  been sold or deeded  back to the
lender,  leaving the Registrant  with four  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 seven 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.

         As  of  June  30,  1999,  Registrant  had  cash  and  cash  equivalents
aggregating $12,304,132.  The cash and cash equivalents will be used for working
capital and emergency reserves.

         Registrant's  general  policy is to maintain  sufficient  cash and cash
equivalents  to address  disruptions  of its lease revenues and to have adequate
additional  funds for  investment in existing  assets for  improvements.  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.
$250,000,  $325,000,  and $499,975 in cash distributions 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.


                                       7
<PAGE>


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

                  Discussion of Six Months Ending June 30, 1999
                  ---------------------------------------------

         Rental  revenues  for the six  months  ended  June 30,  1999  increased
$64,072 from the  comparable  six months  ended June 30, 1998,  due to increased
revenue  participation from leased facilities.  Net patient services for the six
months ended June 30, 1999 increased $436,773 from the six months ended June 30,
1998,  and was primarily  due to a 1998  Medicare  charge of $139,000 and higher
reimbursement  rates at the  Cambridge  facility.  Interest  income  for the six
months ended June 30, 1999 increased  $24,365 from the six months ended June 30,
1998 and was primarily due to increasing cash available for investment.

         Facility  operating  expenses  for the six months  ended June 30,  1999
increased by $56,585  from the  comparable  1998 period and is primarily  due to
increased salaries and benefits at the Cambridge facility.  Depreciation for the
six months  ended June 30,  1999,  decreased  $7,323  from the  comparable  1998
period.  Administrative expenses increased $51,027 for the six months ended June
30, 1999 in comparison  to 1998 and is primarily  due to increased  professional
fees incurred related to litigation on the McCurdy facility. There was no change
in bad debt expense for the six months ended June 30, 1999 in  comparison to the
1998 period.  Interest  expense for the six months ended June 30, 1999 decreased
by $25,214 from the  comparable  1998 period.  Amortization  expense for the six
months ended June 30, 1999  slightly  increased  $202 from the  comparable  1998
period.

         For the three  months  ended June 30, 1999 as  compared  with the three
months ended June 30, 1998, Registrant's revenue was impacted by the same shifts
of revenue as discussed  above.  Similarly,  a comparison of second quarter 1999
operating  expenses  versus second  quarter 1998 reflects the same  variances as
discussed  above with the  exception of a decrease of $16,074 in  administrative
and other expenses and a decrease of $100 in amortization  expense for the three
months ended June 30, 1999 from the comparable 1998 period.

         Cash and cash  equivalents as of June 30, 1999 increased  $332,727 over
the balance at December 31, 1998.  Cash decreased by $269,899 for the six months
ending June 30, 1999 in comparison to 1998  primarily due to increased  accounts
receivable at the Cambridge  facility and a distribution made in April 1999. Net
accounts  receivable  of  $1,424,735  at June 30, 1999  reflected an increase of
$581,403  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  increased $59,657 at
June 30, 1999,  from  December 31, 1998 and is primarily  due to the increase in
operating payables at the Cambridge facility.

         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 of 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  with no
reduction  in payment.  The  Registrant  will explore its options with regard to
these properties, including the possibility of a sale of these assets.


                                       8

<PAGE>
         Two recourse loans, Cedarbrook and Cane Creek, were due in January 1996
in the aggregate  amount of approximately  $2,400,000.  Both of these notes were
callable by the lenders at any time  between  January 1, 1993 and  November  30,
1995;  however,  the lenders  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. Both of the lenders agreed to extend the maturity date
of their notes to December 1, 2001,  pending completion of final loan documents.
The Registrant continues to make its loan payments under those two loans, though
with the  transfer  of  control  of  Cedarbrook  back to  Registrant,  it may be
required to pay the outstanding balance on the mortgage obligations.

         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 NCA Cambridge  Nursing Home 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.

         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 one of these
lessees 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 their 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 their facility,  they would be unable to make a full
lease payment to Registrant. The Registrant is exploring its options in light of
this event  which could  include  taking over the  operations  of this  facility
immediately 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  Registrant'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  Registrant  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  utilize  dates beyond
December 31, 1999. The Registrant substantially completed software reprogramming
and software and hardware replacement by December 31, 1998, with 100% completion
targeted for September 30, 1999.  The Registrant  presently  believes that these
modifications  and  replacements 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 Registrant.

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

Registrant is not aware of any external  agent with a Year 2000 Issue that would
materially impact the Registrant's results of operations,  liquidity, or capital

                                       9
<PAGE>
resources.  However,  the  Registrant  has no means of  determining  whether  or
ensuring that external agents will be year 2000 ready. The inability of external
agents to complete their year 2000 resolution  process in a timely fashion could
materially impact the Registrant.

Management of the  Registrant  believes it has an effective  program in place to
resolve the Year 2000 Issue in a timely manner.  As noted above,  the Registrant
has completed most but not all necessary phases of its year 2000 program. In the
event  that  the  Registrant  does  not  complete  the  current  program  or any
additional  phases,  the Registrant  could incur  disruptions to its operations.
Also,  the  Registrant  has not been  notified  of any Year 2000 Issues with its
triple-net  lessees.  The inability of these lessees to complete their year 2000
resolution  process in a timely fashion could materially  impact the Registrant.
In  addition,  disruptions  in the economy  generally  resulting  from Year 2000
Issues could also materially  adversely  affect the  Registrant.  The Registrant
could be subject to  litigation  for  computer  systems  failure.  The amount of
potential  liability  and lost revenue  cannot be  reasonably  estimated at this
time.

The Registrant  currently has no contingency plans in place in the event it does
not  complete  all  phases of its year 2000  program.  The  Registrant  plans to
evaluate the status of completion in mid 1999 and 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 two
recourse loans. 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.  Two of the Partnership's
recourse loans are 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 these loans.


                                       10

<PAGE>


         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 its 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.  The Registrant
is vigorously challenging this action. 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.

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.

                                       11
<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:    August 13, 1999



                                       12