SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q
(Mark One)

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

           For the fiscal period ended              March 31, 1997

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

           For the transition period from ______________ to ______________ 

                        Commission File Number: 33-32197

          NORTH OAKS PARTNERSHIP          NORTH OAKS REAL ESTATE PARTNERSHIP
           (Exact names of registrants as specified in their charters)

                                    MARYLAND
         (State or other jurisdiction of incorporation or organization)

        42-1367576                                           42-1339868         
(IRS Employer Identification No.)              (IRS Employer Identification No.)
                                    
2330 West Joppa Road  Lutherville, Maryland                    21093
  (Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code         (515) 245-7616


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 _____

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes ___ No ___

APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding
of each of the issuer's classes of common stock, as of the latest practicable
date N/A



                             NORTH OAKS PARTNERSHIP
                                       AND
                       NORTH OAKS REAL ESTATE PARTNERSHIP



                                      INDEX

<TABLE>
<CAPTION>

Part I         FINANCIAL INFORMATION                                                               Page
------         ---------------------                                                               ----

Item 1         Financial Statements
<S>                                                                                                  <C>
               o    Combining Balance Sheets, March 31, 1997
                    and December 31, 1996                                                            3


               o    Combining Statements of Operations and Partners' Equity
                    (Deficit) Three Months Ended March 31, 1997 and 1996                             5


               o    Combining Statements of Cash Flows, Three
                    Months Ended March 31, 1997 and 1996                                             7


               o    Notes to Combining Financial Statements                                          9



Item 2         Management's Discussion and Analysis of Financial
               Condition and Results of Operations                                                  11



PART II        OTHER INFORMATION
-------        -----------------

Item 1         Legal Proceedings                                                                    13
Item 6         Exhibits and Reports on Form 8-K                                                     13


SIGNATURES                                                                                          14

</TABLE>


<TABLE>
<CAPTION>

PART I - FINANCIAL INFORMATION                                           NORTH OAKS PARTNERSHIP AND
                                                                     NORTH OAKS REAL ESTATE PARTNERSHIP
Item I. Financial Statements                                              COMBINING BALANCE SHEETS
                                                                                 (UNAUDITED)

                                                                               MARCH 31, 1997

                                                                                  North Oaks
                                                                   North Oaks     Real Estate      Combined
                            Assets                                Partnership     Partnership    Partnerships
                                                                  ------------    ------------   ------------
<S>                                                               <C>               <C>            <C>       
Current assets:
       Cash and cash equivalents                                  $  2,579,150            --        2,579,150
       Accounts receivable:
          Trade                                                        375,118            --          375,118
          Affiliate                                                     10,695            --           10,695
       Admission fees receivable                                        78,251            --           78,251
       Assets whose use is limited - required
          for current liabilities                                      379,048            --          379,048
       Prepaid expenses                                                126,476            --          126,476
       Other assets                                                     23,206            --           23,206
                                                                  ------------    ------------   ------------
          Total current assets                                       3,571,945            --        3,571,945
                                                                  ------------    ------------   ------------

Assets whose use is limited - debt service
   funds, net of amounts req. for curr liabilities                   1,599,192            --        1,599,192
Funds held in escrow                                                   233,174            --          233,174
Property and equipment, net                                               --        31,792,983     31,792,983
Cost of acquiring initial continuing-care contracts, net             1,607,813            --        1,607,813
Deferred financing costs, net                                          745,049            --          745,049
                                                                  ------------    ------------   ------------
                                                                  $  7,757,173      31,792,983     39,550,156
                                                                  ============    ============   ============

                   Liabilities and Partners' Equity (Deficit)
Current liabilities:
       Accounts payable:
           Life Care Services Corporation - current portion       $    650,000            --          650,000
           Trade                                                       397,478            --          397,478
       Accrued expenses                                                176,551            --          176,551
       Refunds payable                                                 136,413            --          136,413
       Accrued interest - mortgage bonds                               224,048            --          224,048
       Current installment of mortgage bonds payable                   155,000            --          155,000
                                                                  ------------    ------------   ------------
           Total current liabilities                                 1,739,490            --        1,739,490

Payable to Life Care Services Corp. - excluding current portion      3,739,457            --        3,739,457
Refundable deposits                                                    452,790            --          452,791
Mortgage bonds payable                                              12,960,000            --       12,960,000
Mortgage loans from residents                                       26,064,627            --       26,064,627
                                                                  ------------    ------------   ------------
           Total liabilities                                        44,956,364            --       44,956,364
                                                                  ------------    ------------   ------------

Partners' equity (deficit)                                         (37,199,190)     31,792,983     (5,406,208)

Commitments and Contingencies
                                                                  ------------    ------------   ------------
                                                                  $  7,757,173      31,792,983     39,550,156
                                                                  ============    ============   ============


</TABLE>

<TABLE>
<CAPTION>
                                                                         NORTH OAKS PARTNERSHIP AND
                                                                      NORTH OAKS REAL ESTATE PARTNERSHIP
                                                                          COMBINING BALANCE SHEETS

                                                                              DECEMBER 31, 1996

                                                                                  North Oaks
                                                                   North Oaks     Real Estate     Combined
                                   Assets                         Partnership     Partnership    Partnerships
                                                                  ------------    ------------   ------------
<S>                                                               <C>               <C>            <C>       
Current assets:
       Cash and cash equivalents                                  $  2,721,397            --        2,721,397
       Accounts receivable:
          Trade                                                        443,575            --          443,575
          Affiliate                                                      2,153            --            2,153
       Admission fees receivable                                             0            --                0
       Assets whose use is limited - required
          for current liabilities                                      708,110            --          708,110
       Prepaid expenses                                                176,664            --          176,664
       Other assets                                                     23,029            --           23,029
                                                                  ------------    ------------   ------------
          Total current assets                                       4,074,928            --        4,074,928
                                                                  ------------    ------------   ------------

Assets whose use is limited - debt service
   funds, net of amounts req. for curr liabilities                   1,579,805            --        1,579,805
Funds held in escrow                                                    60,380            --           60,380
Property and equipment, net                                               --        31,950,275     31,950,275
Cost of acquiring initial continuing-care contracts, net             1,659,678            --        1,659,678
Deferred financing costs, net                                          757,721            --          757,721
                                                                  ------------    ------------   ------------
                                                                  $  8,132,512      31,950,275     40,082,787
                                                                  ============    ============   ============

                   Liabilities and Partners' Equity (Deficit)
Current liabilities:
       Accounts payable:
           Life Care Services Corporation - current portion       $    650,000            --          650,000
           Trade                                                       238,895            --          238,895
       Accrued expenses                                                207,436            --          207,436
       Refunds payable                                                  80,380            --           80,380
       Accrued interest - mortgage bonds                               563,109            --          563,109
       Current installment of mortgage bonds payable                   145,000            --          145,000
                                                                  ------------    ------------   ------------
           Total current liabilities                                 1,884,820            --        1,884,820

Payable to Life Care Services Corp. - excluding current portion      3,687,029            --        3,687,029
Refundable deposits                                                    438,882            --          438,882
Mortgage bonds payable                                              13,040,000            --       13,040,000
Mortgage loans from residents                                       26,143,574            --       26,143,574
                                                                  ------------    ------------   ------------
           Total liabilities                                        45,194,305            --       45,194,305

Partners' equity (deficit)                                         (37,061,793)     31,950,275     (5,111,518)

Commitments and Contingencies
                                                                  ------------    ------------   ------------
                                                                  $  8,132,512      31,950,275     40,082,787
                                                                  ============    ============   ============
</TABLE>




<TABLE>
<CAPTION>
                                                              NORTH OAKS PARTNERSHIP AND
                                                           NORTH OAKS REAL ESTATE PARTNERSHIP
                                                         COMBINING STATEMENTS OF OPERATIONS AND
                                                               PARTNERS' EQUITY (DEFICIT)
                                                                     (UNAUDITED)

                                                        THREE MONTHS ENDED MARCH 31, 1997

                                                                    North Oaks
                                                    North Oaks      Real Estate       Combined
                                                    Partnership     Partnership     Partnerships
                                                    ------------    ------------    ------------
<S>                                                    <C>               <C>           <C>      
Revenues
   Apartment service fees                           $  1,210,253            --         1,210,253
   Health center fees                                    371,899            --           371,899
   Nonrefundable entrance fees                            69,527            --            69,527
   Supervision fees                                       34,982            --            34,982
   Other                                                  22,333            --            22,333
                                                    ------------    ------------    ------------
     Total revenues                                    1,708,994            --         1,708,994
                                                    ------------    ------------    ------------

Expenses
   Selling, general, and administrative                  419,446            --           419,446
   Plant operations                                      142,960            --           142,960
   Environmental services                                 80,625            --            80,625
   Dietary                                               361,661            --           361,661
   Medical and resident care                             377,577            --           377,577
   Depreciation and amortization                          64,537         228,548         293,085
                                                    ------------    ------------    ------------
     Total expenses                                    1,446,806         228,548       1,675,354
                                                    ------------    ------------    ------------

      Income (loss) from operations                      262,188        (228,548)         33,640
                                                    ------------    ------------    ------------

Other income (expense)
   Interest income                                        34,334            --            34,334
   Interest expense                                     (362,663)           --          (362,663)
   Other income                                             --              --              --
                                                    ------------    ------------    ------------
                                                        (328,329)           --          (328,329)
                                                    ------------    ------------    ------------

   Net loss                                              (66,142)       (228,548)       (294,689)

Partners' equity (deficit) at beginning of period    (37,061,793)     31,950,275      (5,111,518)

Distribution to partners of property                     (71,256)           --           (71,256)
Contribution by partners of property                        --            71,256          71,256
Cash contributions from partners                            --              --              --
                                                    ------------    ------------    ------------

Partners' equity (deficit) at end of period         $(37,199,190)     31,792,983      (5,406,207)
                                                    ============    ============    ============
</TABLE>


<TABLE>
<CAPTION>

                                                            NORTH OAKS PARTNERSHIP AND
                                                        NORTH OAKS REAL ESTATE PARTNERSHIP
                                                        COMBINING STATEMENTS OF OPERATIONS

                                                                   (UNAUDITED)

                                                         THREE MONTHS ENDED MARCH 31, 1996

                                                                    North Oaks
                                                    North Oaks      Real Estate      Combined
                                                    Partnership     Partnership     Partnerships
                                                    ------------    ------------    ------------
<S>                                                 <C>               <C>             <C>        
Revenues
   Apartment service fees                           $  1,132,924            --         1,132,924
   Health center fees                                    356,062            --           356,062
   Nonrefundable entrance fees                           104,012            --           104,012
   Supervision fees                                       36,019            --            36,019
   Other                                                  15,661            --            15,661
                                                    ------------    ------------    ------------
     Total revenues                                    1,644,678            --         1,644,678
                                                    ------------    ------------    ------------

Expenses
   Selling, general, and administrative                  296,517            --           296,517
   Plant operations                                      199,940            --           199,940
   Environmental services                                 78,275            --            78,275
   Dietary                                               320,967            --           320,967
   Medical and resident care                             374,858            --           374,858
   Depreciation and amortization                          64,537         226,900         291,437
                                                    ------------    ------------    ------------
     Total expenses                                    1,335,094         226,900       1,561,994
                                                    ------------    ------------    ------------

      Income (loss) from operations                      309,584        (226,900)         82,684
                                                    ------------    ------------    ------------

Other income (expense)
   Interest  income                                        6,836            --             6,836
   Interest  expense                                    (374,566)           --          (374,566)
   Other income                                                0            --                 0
                                                    ------------    ------------    ------------
                                                        (367,730)           --          (367,730)
                                                    ------------    ------------    ------------

   Net loss                                              (58,146)       (226,900)       (285,046)

Partners' equity (deficit) at beginning of period    (36,542,435)     32,637,223      (3,905,212)

Distribution to partners of property                     (99,287)           --           (99,287)
Contribution by partners of property                      99,287          99,287
Cash contributions from partners                            --              --              --
                                                    ------------    ------------    ------------
Partners' equity (deficit) at end of period         $(36,699,868)     32,509,610      (4,190,258)
                                                    ============    ============    ============

</TABLE>


<TABLE>
<CAPTION>
                                                                  NORTH OAKS PARTNERSHIP AND
                                                               NORTH OAKS REAL ESTATE PARTNERSHIP
                                                               COMBINING STATEMENTS OF CASH FLOW
                                                                           (UNAUDITED)

                                                               THREE MONTHS ENDED MARCH 31, 1997

                                                                           North Oaks
                                                            North Oaks     Real Estate     Combined
                                                            Partnership    Partnership    Partnerships
                                                            -----------    -----------    -----------
<S>                                                         <C>               <C>            <C>      
Cash flows from operating activities:
   Net loss                                                 $   (66,142)      (228,548)      (294,689)
   Depreciation and amortization                                 64,537        228,548        293,085
   Amortization of Entrance Fees                                (11,727)          --          (11,727)
   Increase in accounts receivable                              (18,336)          --          (18,336)
   Decrease in prepaid expenses and
    other assets                                                 50,010           --           50,010
   Increase in accounts payable
    and accrued expenses                                        127,698           --          127,698
   Decrease in accrued interest -
    mortgage bonds                                             (339,061)          --         (339,061)
                                                            -----------    -----------    -----------
     Net cash used in operating activities                     (193,020)          --         (193,020)
                                                            -----------    -----------    -----------

Cash flows from investing activities:
   Payments for property and equipment                          (71,256)          --          (71,256)
   Increase in funds held in escrow                            (172,794)          --         (172,794)
   Decrease in cash invested in assets
    whose use is limited                                        309,675           --          309,675
                                                            -----------    -----------    -----------
     Net cash provided by investing activities                   65,625           --           65,625
                                                            -----------    -----------    -----------

Cash flows from financing activities:
   Bond principal payments                                      (70,000)          --          (70,000)
   Increase in advances from Life Care Services
     Corporation, net                                            52,428           --           52,428
   Decrease in loans from residents, net                        (67,220)          --          (67,220)
   Increase in refundable deposits, net                          69,941           --           69,941
                                                            -----------    -----------    -----------
      Net cash provided (used) by financing activities          (14,851)          --          (14,851)
                                                            -----------    -----------    -----------

        Net decrease in cash                                   (142,247)          --         (142,247)

Cash at beginning of period                                   2,721,397           --        2,721,397
                                                            -----------    -----------    -----------

Cash at end of period                                       $ 2,579,150           --        2,579,150
                                                            ===========    ===========    ===========

Supplemental disclosures of noncash financing activities:
   Distributions to partners of property                    $    71,256           --           71,256
                                                            ===========    ===========    ===========

   Contributions from partners of property                  $      --           71,256         71,256
                                                            ===========    ===========    ===========

</TABLE>


<TABLE>
<CAPTION>
                                                                  NORTH OAKS PARTNERSHIP AND
                                                              NORTH OAKS REAL ESTATE PARTNERSHIP
                                                              COMBINING STATEMENTS OF CASH FLOW
                                                                         (UNAUDITED)


                                                              THREE MONTHS ENDED MARCH 31, 1996

                                                                           North Oaks
                                                            North Oaks     Real Estate     Combined
                                                            Partnership    Partnership    Partnerships
                                                            -----------    -----------    -----------
<S>                                                         <C>               <C>            <C>      
Cash flows from operating activities:
   Net loss                                                 $   (58,146)      (226,900)      (285,046)
   Depreciation and amortization                                 64,537        226,900        291,437
   Amortization of entrance fees                                 (3,312)          --           (3,312)
   Increase in accounts receivable                              (14,155)          --          (14,155)
   Decrease in prepaid expenses and other assets                 54,578           --           54,578
   Increase in accounts payable and accrued expenses             36,143           --           36,143
   Decrease in accrued interest - mortgage bonds               (341,325)          --         (341,325)
                                                            -----------    -----------    -----------
     Net cash used in operating activities                     (261,680)          --         (261,680)
                                                            -----------    -----------    -----------

Cash flows from investing activities:
   Payments for property and equipment                          (99,287)          --          (99,287)
   Increase in funds held in escrow                             (32,200)          --          (32,200)
   Decrease in cash invested in assets
   whose use is limited                                         364,519           --          364,519
                                                            -----------    -----------    -----------
     Net cash provided by investing activities                  233,032           --          233,032
                                                            -----------    -----------    -----------

Cash flows from financing activities:
  Bond principal payments                                       (65,000)          --          (65,000)
  Increase in advances from Life Care Services
     Corporation, net                                            19,924           --           19,924
  Increase in loans from residents, net                         314,470           --          314,470
  Payments of refundable deposits, net                         (180,980)          --         (180,980)
                                                            -----------    -----------    -----------
      Net cash provided by financing activities                  88,414           --           88,414
                                                            -----------    -----------    -----------

        Net increase in cash                                     59,766           --           59,766

Cash at beginning of period                                   2,528,103           --        2,528,103
                                                            -----------    -----------    -----------

Cash at end of period                                       $ 2,587,869           --        2,587,869
                                                            ===========    ===========    ===========

Supplemental disclosures of noncash financing activities:
   Distributions to partners of property                    $    99,287           --           99,287
                                                            ===========    ===========    ===========

   Contributions from partners of property                  $      --           99,287         99,287
                                                            ===========    ===========    ===========
</TABLE>




                                              NORTH OAKS PARTNERSHIP
                                                        AND
                                        NORTH OAKS REAL ESTATE PARTNERSHIP

                                      NOTES TO COMBINING FINANCIAL STATEMENTS
                                                  March 31, 1997


A.             Basis for Presentation

               The accompanying unaudited financial statements of North Oaks
               Partnership (Partnership) and North Oaks Real Estate Partnership
               (NOREP), in the opinion of management, reflect all adjustments
               (none of which were other than normal recurring items),
               eliminations, and reclassifications considered necessary for a
               fair statement and presentation of the results of the interim
               periods presented. For purposes of preparing the combined
               financial statements, all material transactions between the
               partnerships have been eliminated but not displayed, including
               the elimination of the NOREP obligation to the Partnership. The
               partnership and NOREP's are sometimes herein after referred to as
               "Partnerships".

               The Partnership and NOREP were formed to develop, own and operate
               North Oaks Retirement Community (the Project).

               Because of the reorganization described in Note B below,
               transfers to ownership interests in land, property and equipment
               are made from Partnership to NOREP as costs are incurred. The
               transfers are recorded at cost.

               The partners of the Partnership and NOREP are North Oaks
               Properties, Inc. (NOPI), (62.5%) and The Mullan-North Oaks
               Limited Partnership (MNOLP), (37.5%).

               NOREP was organized by the Partnership solely for the purpose of
               owning the property and buildings and other improvements thereon
               that constitute the Project, in order to minimize certain
               mortgage recordation taxes. The publicity traded debt is a direct
               obligation of the Partnership, and is guaranteed by NOREP. The
               guaranty, however, is not intended to provide additional security
               for payment of the principal and interest than if the Partnership
               directly held the property and related improvements itself. The
               Partners of NOREP own no other assets than their interest in the
               Partnership. NOREP and the Partnership have executed an Operating
               and Use Agreement which obligated the Partnership to develop,
               operate and manage the Project at its expense and which grants
               the Partnership use of the property until dissolution,
               liquidation, and do not have independent operating activities.
               Therefore, management believes that, because of the guarantee and
               the Operating and Use Agreement, the combining of financial
               statements of the Partnership and NOREP are the most informative,
               and best portrays the relationship between the two entities.

B.             Reorganization

               In August, 1989, the Partnership transferred its ownership
               interests in land and construction in progress to its Partners
               who then transferred such ownership to NOREP.

C.             Income Taxes

               Income and losses of the partnership are included in the income
               tax returns of the partners. Accordingly, the financial
               statements make no provision for income taxes.

D.             Transactions with Partners

               The nonrefundable admission fees to be paid under the Residency
               Agreements for compensation of the owners' and developer's risk
               in connection with the Project have been assigned to the Partners
               by the Partnership. The Partners have agreed to make capital
               contributions to the Partnership equal to the admission fees
               assigned to them. Admission fees of $69,527 and $104,012 have
               been assigned to the Partners during the three months ended March
               31, 1997, and March 31, 1996, respectively, and contributed to
               the Partnership. In addition, purchases of property and equipment
               of $71,256 and $99,287 have been distributed by the Partnership
               to the partners and contributed by the partners to NOREP for the
               three months ended March 31, 1997 and March 31, 1996
               respectively.

E.             Transactions with Affiliates

               Life Care Services Corporation (LCS), affiliate of NOPI, receives
               a management fee of 5% of the total revenues of operation of the
               Project from the partnership. Such fee is paid by the residents
               as part of their monthly service fee. For the three months ended
               March 31, 1997 and 1996, the management fee was $70,486 and
               $68,702 respectively.

F.             Commitments and Contingencies

               The realization of the costs of the Project is contingent upon
               sustained adequate occupancy of the Project and its operation in
               a cost effective manner.


                             NORTH OAKS PARTNERSHIP
                                       AND
                       NORTH OAKS REAL ESTATE PARTNERSHIP


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

Overall Financial Condition

The Project contains a total of 182 residential apartment units. The health care
center contains 9 semi-private rooms, 13 private rooms, and 15 domiciliary care
units. As of March 31, 1997, 171 apartment units, 14 domiciliary care units, and
32 comprehensive care beds, were occupied. During the three months ended March
31, 1997, apartment occupancy increased two units, from 169 units to 171 units.

During the three months ended March 31, 1997, 6 apartments became available due
to death, permanent assignment to the health center, or move-outs. In 1996,
during the three months ended March 31, 11 apartments became available. Also
during the first three months of 1997, 10 sales occurred, compared to 7 sales in
the same time period in 1996.

Sales efforts resulted in occupancy being maintained at 94% during the three
months ended March 31, 1997. At March 31, 1996, 90% of the units were occupied.

Effective January 1, 1997, the monthly service fees for apartments increased
approximately 3.9%, and for the health center, approximately 4.1%. Effective
July 1, 1997, the Entrance Fees will increase approximately 2%.

Results Of Operations

On January 1, 1997, a 3.9% increase was implemented for the apartment service
fees. During the first three months of 1997, average occupancy was 94%, compared
average occupancy of 91% in the same time period in 1996. These two factors,
less the increase in non-refundable fees, are the reasons why total revenues
increased in the three months ended March 31, 1997, compared to the same time
period in 1996.

Operating expenses increased, even though the number of full time equivalent
employees remained the same. Selling, general and administrative expenses
increased approximately $123,000, primarily because of in increase in marketing
and professional fees. Plant operating costs decreased, primarily because
utility costs declined due to changes in carriers. The additional revenue was
not sufficient to cover the additional expense, resulting in income from
operations of $33,640 in the first three months of 1997, compared to an
operating income of $82,684 in the same time period in 1996.

Liquidity and Capital Resources

During the three months ended March 31, 1997, as compared to the same time
period in 1996:

o        Cash used in operating activities decreased primarily because the
         increase in payables of approximately $128,000 (compared to an increase
         in payables of approximately $36,000 in the similar period of 1995).

o        Cash provided by investing activities decreased because net increases
         in escrows balances and funds whose use is limited were larger in 1997
         than 1996 because of stable and higher sales activity and occupancy
         than in 1996.

o        Cash used by financing activities was greater in 1997 than in 1996 
         because of fewer net move-ins in 1997 compared to 1996.

Residents, upon occupancy, make loans to the Partnership. The loans from
residents totaled $26,064,627 at March 31, 1997, and were initially used to
retire the Construction Loan.

Subsequent to June 30, 1993, loans from residents are being used to pay the
accumulated obligations to LCS. LCS provided Construction Loan security and per
agreement with the Partnership, provided funding to the Partnership to meet
needs in excess of available Construction Loan and Bond proceeds, until
substantial completion of the Project was attained in May 1991. The Partnership
Agreement provided that in the event the Partners are unable to obtain any
additional required financing for the Partnership from other sources, each of
the Partners shall make available, when and as determined by the Partners, funds
required by the Partnership.

The Partners were not required to make any advances during the three months
ended March 31, 1997. Attrition receipts were sufficient to cover the operating
cash shortfall after debt service.

For 1997 and 1996, the Partners have agreed to contribute an amount equal to the
projected excess resident related operating expenditures over resident related
operating revenues.

The long-term success of the Project is dependent upon the marketing of the
unoccupied units and of enough units to minimize the time a unit is vacant.
Maintenance of adequate levels of occupancy and efficient and effective
operation of the Project are critical to the long-term success of the Project.


Part II - OTHER INFORMATION


Item 1.       Legal Proceedings

              None

Item 6.       Exhibits and Reports on Form 8-K

         A.   Exhibits

              None

         B.   Reports on Form 8-K

              None


                                   SIGNATURES



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


                                NORTH OAKS PARTNERSHIP


                        by:      NORTH OAKS PROPERTIES, INC.
                                 General Partner


Date: May 14, 1997               by:       /s/ Stan G. Thurston
                                          ---------------------
                                 Stan G. Thurston, President and
                                 Chief Operating Officer


Date: May 14, 1997               by:       /s/ Arthur V. Neis
                                          -------------------
                                 Arthur V. Neis, Treasurer
                                 (Principal Financial and Accounting Officer)



                        by:      THE MULLAN-NORTH OAKS LIMITED PARTNERSHIP
                                 General Partner


                                 by:      Rosedale Company, Inc.,
                                          its general partner



Date: May 14, 1997               by:       /s/ T. F. Mullan III
                                          ---------------------
                                 Thomas F. Mullan III, President



                                   SIGNATURES



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


                                   NORTH OAKS REAL ESTATE PARTNERSHIP


                           by:     NORTH OAKS PROPERTIES, INC.
                                   General Partner


Date: May 14, 1997         by:     /s/ Stan G. Thurston
                                   ---------------------
                                   Stan G. Thurston, President and
                                   Chief Operating Officer


Date: May 14, 1997         by:     /s/ Arthur V. Neis
                                   -------------------
                                   Arthur V. Neis, Treasurer
                                   (Principal Financial and Accounting Officer)



                           by:     THE MULLAN-NORTH OAKS LIMITED PARTNERSHIP
                                   General Partner


                           by:      Rosedale Company, Inc.,
                                    its general partner



Date: May 14, 1997         by:       /s/ T. F. Mullan III
                                     ---------------------
                                     Thomas F. Mullan III, President