SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC. 20549

                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 or 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934




For Quarter Ended June 30, 2002                   Commission file number 0-10697



                            DORCHESTER HUGOTON, LTD.
             (Exact name of registrant as specified in its charter)




              Texas                                     75-1829064
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 Incorporation or organization)



        1919 S. Shiloh Road, Suite 600 - LB 48, Garland, Texas 75042-8234
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (972) 864-8610


                                      None
                  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

     As of July 31, 2002,  10,744,380  Depositary  Receipts for Units of Limited
Partnership Interest were outstanding.


<PAGE>
                            DORCHESTER HUGOTON, LTD.
                          (A Texas Limited Partnership)

                          QUARTERLY REPORT ON FORM 10-Q

                                  June 30, 2002


                                      INDEX


PART I.   FINANCIAL INFORMATION

  Item 1. Financial Statements:

          Condensed Balance Sheets as of June 30, 2002 (Unaudited)
          and December 31, 2001

          Condensed Statements of Earnings for the Three and Six
          Months Ended June 30, 2002 and 2001 (Unaudited)

          Statements of Comprehensive Income for the Three and Six
          Months Ended June 30, 2002 and 2001 (Unaudited)

          Condensed Statements of Cash Flows for the Six Months Ended
          June 30, 2002 and 2001 (Unaudited)

          Notes to Condensed Financial Statements (Unaudited)


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



PART II.  OTHER INFORMATION

  Item 1. Legal Proceedings

  Item 5. Other Information

  Item 6. Exhibits and Reports on Form 8-K



SIGNATURES



<PAGE>
                            DORCHESTER HUGOTON, LTD.
                          (A Texas Limited Partnership)


                            CONDENSED BALANCE SHEETS
                             (Dollars in Thousands)
                                                           June 30,   Dec. 31,
                                                             2002       2001
                                                           --------   --------
                                     ASSETS              (Unaudited)
Current assets:
    Cash and cash equivalents .......................      $ 17,935    $18,439
    Investments - available for sale .................        5,237      5,030
    Accounts receivable ..............................        1,788      1,472
    Prepaid expenses and other current assets ........          436        453
                                                            -------    -------
      Total current assets ...........................       25,396     25,394
                                                            -------    -------

Property and equipment - at cost .....................       35,051     34,996
    Less depreciation, depletion and amortization ....      (20,002)   (18,936)
                                                            -------   --------
      Net property and equipment .....................       15,049     16,060
                                                            -------   --------

Total assets .........................................      $40,445    $41,454
                                                            =======    =======
                       LIABILITIES AND PARTNERSHIP CAPITAL
Current liabilities:
    Accounts payable and other current liabilities ...      $   622    $   648
    Production and property taxes payable or accrued .          360        230
    Royalties payable ................................          357        309
    Distributions payable to Unitholders .............        2,931      2,931
                                                            -------    -------
      Total liabilities ..............................        4,270      4,118
                                                            -------    -------
Commitments and contingencies (Note 2)

Partnership capital:
    General partners .................................          257        271
    Unitholders ......................................       33,198     34,552
    Accumulated other comprehensive income ...........        2,720      2,513
                                                            -------    -------
      Total partnership capital ......................       36,175     37,336
                                                            -------    -------

Total liabilities and partnership capital ............      $40,445    $41,454
                                                            =======    =======
                     The accompanying condensed notes are an
                   integral part of these financial statements.
<PAGE>
                            DORCHESTER HUGOTON, LTD.
                          (A Texas Limited Partnership)

                        CONDENSED STATEMENTS OF EARNINGS
                             (Dollars in Thousands)
                                   (Unaudited)



                                       Three Months Ended      Six Months Ended
                                             June 30,              June 30,
                                       ------------------      ----------------
                                         2002       2001         2002     2001
                                       --------   -------      -------  -------

Net operating revenues:
     Natural gas sales, net ........   $ 4,611    $ 6,955      $ 8,288  $18,277
     Other .........................        37         59           60      115
                                       -------    -------      -------  -------
Total net operating revenues .......     4,648      7,014        8,348   18,392
                                       -------    -------      -------  -------
Costs and expenses:
    Operating, including prod. taxes       924      1,400        1,749    2,827
    Depletion, depreciation & amort.       536        566        1,077      972
    General and administrative .....       249        256          473      481
    Management fees ................       131        154          252      352
    Merger costs and related exp....       168         89          430      266
    Investment income ..............      (100)      (289)        (206)    (562)
    Interest .......................         6         10           14       19
    Other (income) expense, net ....        (4)        (2)           4      (17)
                                       -------    -------      -------  -------
Total costs and expenses ...........     1,910      2,184        3,793    4,338
                                       -------    -------      -------  -------
Net earnings .......................   $ 2,738    $ 4,830      $ 4,555  $14,054
                                       =======    =======      =======  =======
Net earnings per Unit (in dollars) .   $  0.25    $  0.44      $  0.42  $  1.29
                                       =======    =======      =======  =======

                       STATEMENTS OF COMPREHENSIVE INCOME
                             (Dollars In Thousands)
                                   (Unaudited)


Net earnings .......................   $ 2,738    $ 4,830      $ 4,555  $14,054
Unrealized holding gain (loss) on
     available for sale securities .      (373)       406          207       26
                                       --------   -------      -------  -------
Comprehensive income ...............   $ 2,365    $ 5,236      $ 4,762  $14,080
                                       ========   =======      =======  =======

                     The accompanying condensed notes are an
                  integral part of these financial statements.

<PAGE>
                            DORCHESTER HUGOTON, LTD.
                          (A Texas Limited Partnership)


                       CONDENSED STATEMENTS OF CASH FLOWS
                            (Dollars in Thousands)
                                  (Unaudited)

                                                             Six Months Ended
                                                                 June 30,
                                                           --------------------
                                                             2002         2001
                                                           -------      -------

Cash flows provided by operating activities ..........     $ 5,429      $20,792
                                                           -------      -------
Cash flows used in investing activities:
    Purchases of property & equipment ................         (86)      (5,407)
    Cash received on sale of other property and equip.          13           26
                                                           -------      -------
Cash flows used in investing activities ..............         (73)      (5,381)
                                                           -------      -------
Cash flows used in financing activities:
    Distributions paid to Unitholders ................      (5,860)      (6,946)
                                                           -------      -------

Increase (decrease) in cash and cash equivalents .....        (504)       8,465
Cash and cash equivalents at January 1, ..............      18,439       15,767
                                                           -------      -------
Cash and cash equivalents at June 30, ................     $17,935      $24,232
                                                           =======      =======












                     The accompanying condensed notes are an
                  integral part of these financial statements.
<PAGE>
                            DORCHESTER HUGOTON, LTD.
                          (A Texas Limited Partnership)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

1.   The condensed financial statements reflect all adjustments (consisting only
     of  normal  and  recurring   adjustments)  that  are,  in  the  opinion  of
     management, necessary for a fair presentation of Dorchester Hugoton, Ltd.'s
     (the  "Partnership's")  financial  position and  operating  results for the
     interim period.  Interim period results are not  necessarily  indicative of
     the results for the calendar year. Please refer to Management's  Discussion
     and  Analysis  of  Financial   Condition  and  Results  of  Operations  for
     additional information.  Per-Unit information is calculated by dividing the
     99% interest  owned by Unitholders  by the  10,744,380  Units  outstanding.
     Certain amounts in the 2001 financial  statements have been reclassified to
     conform with the 2002 presentation.

2.   In January 2002, some individuals and an association called Rural Residents
     for Natural Gas Rights,  referred to as RRNGR,  filed a lawsuit against the
     Partnership, Anadarko Petroleum Corporation, Conoco, Inc., XTO Energy Inc.,
     ExxonMobil Corporation, Phillips Petroleum Company, Incorporated and Texaco
     Exploration and Production, Inc. ("defendants").  The individuals and RRNGR
     consist primarily of Texas County,  Oklahoma  residents who use natural gas
     at their own risk,  free of cost from gas wells in  residences  located  on
     leases.  The plaintiffs seek declaration that their domestic gas use is not
     limited  to stoves  and inside  lights  and is not  limited to a  principal
     dwelling as provided in the oil and gas lease agreements  entered into with
     the  defendants in the 1930's  through the 1950's.  Plaintiffs  also assert
     defendants conspired to restrain trade by warning of dangers of natural gas
     use and using such  warnings to induce  some  plaintiffs  to release  their
     domestic gas rights.  Plaintiffs  also seek  certification  of class action
     against defendants. Additionally, plaintiffs seek accounting of fuel use by
     defendants.  Dorchester Hugoton believes  plaintiffs' claims are completely
     without  merit as to  Dorchester  Hugoton and has filed an answer.  In July
     2002 the defendants won a motion for summary  judgment  removing RRNGR as a
     plaintiff.  Based  upon past  measurements  of such gas  usage and  current
     natural gas  prices,  Dorchester  Hugoton  believes  the damages  sought by
     plaintiffs to be minimal.

     The  Partnership  is involved in a few other  legal  and/or  administrative
     proceedings  arising in the ordinary  course of its gas  business,  none of
     which have predictable  outcomes and none of which are believed to have any
     significant effect on financial position or operating results.

3.   As disclosed on a Form 8-K filed on December 14, 2001, the  Partnership has
     signed definitive agreements to combine the businesses and/or properties of
     the Partnership,  Republic Royalty Company,  and Spinnaker Royalty Company,
     L.P., in a non-taxable  transaction,  into Dorchester Minerals, L.P., which
     will  be  a  new  publicly  traded  limited  partnership.   The  definitive
     agreements  include  provisions for the general  partners of each entity to
     exercise a fiduciary option to terminate the agreements  subject to payment
     of $3,000,000 in total to the non-terminating entities. Such payment by the
     terminating  entity may also result from  uncorrected  failure to fulfill a
     material   obligation   of  the   definitive   agreements.   During   2001,
     approximately   $785,000   was   expensed   related  to  the   combination.
     Approximately  $430,000 of expense,  relating  primarily to the filing of a
     registration statement, has been incurred during the six months ending June
     30, 2002. The  combination  is subject to a number of conditions  including
     (1) approval by a majority of Dorchester Hugoton Unitholders, (2) approvals
     by the owners of  Spinnaker  Royalty and  Republic  Royalty and  affiliated
     partnerships and interest  holders,  and (3) filings with and/or clearances
     by  various  securities  and  governmental  authorities.  On May 15,  2002,
     Dorchester Minerals,  L.P. filed an initial Registration  Statement on Form
     S-4 under the  Securities  Act of 1933 and  filed  its first  amendment  on
     August 13, 2002.
<page>
                            DORCHESTER HUGOTON, LTD.
                          (A Texas Limited Partnership)

                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                   (Continued)

     The  Partnership  adopted a severance  policy  during the first  quarter of
     1998. Benefits are generally payable to employees and General Partner(s) in
     the event the Partnership incurs reduction in force or the elimination of a
     position or group of positions. The policy provides for up to approximately
     $2.8 million in severance payments if such obligations  occur.  Pursuant to
     agreements related to the combination,  such severance payments,  estimated
     to be $2.7 million, will be paid by the Partnership prior to closing of the
     transaction.

4.   Since 1994 the  Partnership  previously  maintained an unsecured  revolving
     credit  facility for $15,000,000  with Bank One, Texas,  N.A. The borrowing
     base was  $6,000,000,  which  was to be  re-evaluated  by Bank One at least
     annually.  If, on any such date, the aggregate amount of outstanding  loans
     and letters of credit  exceeded the borrowing  base,  the  Partnership  was
     required  to repay the  excess.  This credit  facility  included  both cash
     advances  and any  letters  of credit  that the  Partnership  needed,  with
     interest  being  charged  at the base rate for Bank One  (4.75%) on May 31,
     2002 and March 31, 2002.  All amounts  borrowed  under this facility  would
     have  become  due and  payable  on July  31,  2002.  On  June 4,  2002  the
     Partnership repaid its borrowings and terminated the agreement.




<PAGE>
                            DORCHESTER HUGOTON, LTD.
                          (A Texas Limited Partnership)

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Net cash flows from operating  activities  during the three and six months ended
June 30,  2002  were  $2,888,000  and  $5,429,000  compared  to  $9,651,000  and
$20,792,000 for the same periods of 2001. Second quarter net earnings were $0.25
per Unit  compared  to $0.44  per Unit in 2001.  Operating  cash  flows  and net
earnings  were lower during 2002  primarily as a result of  significantly  lower
natural gas market prices  compared to the same period last year as shown in the
table below.

On June 4, 2002 the  Partnership  repaid and terminated its unsecured  revolving
credit  facility.  Please see Note 4 to the Financial  Statements for additional
information. Cash and temporary cash investments totaled $17,935,000 on June 30,
2002  compared to  $18,439,000  on December  31,  2001.  On August 9, 2001,  the
Partnership  paid  $5,270,000 to acquire,  effective  March 1, 2001, an Oklahoma
production payment.

As discussed in the 2001 Annual Report on Form 10-K and the 2002 First Quarterly
Report on Form 10-Q,  the  Partnership  sells its Kansas gas to Anadarko  Energy
Services Company under a year-to-year agreement and its Oklahoma gas to Williams
Energy  Marketing and Trading  Company under a  month-to-month  agreement.  Both
sales are at field  market  prices.  Williams  has  announced  the  potential of
selling its gas trading  activities.  At present,  the  Partnership is reviewing
alternative gas purchasers for its Oklahoma gas. The  Partnership  believes that
the loss of any single customer would not have a material  adverse effect on the
results of its operations because  transmission and other pipelines connected to
the  Partnership's  facilities are required by the FERC or state  regulations to
provide continued equal access for shipment of natural gas. Additionally,  there
are numerous gas purchasers available on each pipeline.

The  Partnership's  portion  of gas sales  volumes  (not  reduced  for  Oklahoma
production payments where applicable) and weighted average sales prices were:

                                  Three Months Ended           Six Months Ended
                               ----------------------------    -----------------
                                   June 30,                         June 30,
                               ----------------     Mar. 31,   -----------------
                                2002       2001       2002      2002       2001
Sales Volumes - MMCF:          -----      -----      -----     -----      -----
   Oklahoma ...............    1,213      1,179      1,222     2,435      2,531
   Kansas .................      213        229        219       432        480
                               -----      -----      -----     -----      -----
Total MMCF ................    1,426      1,408      1,441     2,867      3,011
                               =====      =====      =====     =====      =====
Weighted Average Sales Prices - $/MCF:
   Oklahoma ...............    $3.23      $4.82      $2.57     $2.90      $6.25
   Kansas .................     3.26       4.87       2.45      2.85       6.29
Overall Weighted Avg - $/MCF    3.23       4.83       2.55      2.89       6.26

Oklahoma gas sales volumes during the second quarter of 2002 were lower than the
previous  quarter  because a greater  number of gas wells incurred state shut-in
tests during the second quarter and because of normal reservoir decline.  Second
quarter  Oklahoma  gas sales  volumes  were higher than the same quarter of 2001
primarily as a result of  extensive  scheduled  maintenance  during 2001 causing
downtime on the  Partnership's  central gas  compression  units that deliver the
Partnership's  gas into  sales  pipelines.  Kansas  gas sales  during the second
quarter of 2002 were less than the previous quarter and the same quarter of 2001
because of natural reservoir decline.

<PAGE>
                            DORCHESTER HUGOTON, LTD.
                         (A Texas Limited Partnership)

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)


During the first half of 2002, the  Partnership has fracture  treated  (creating
cracks in the  formation  to assist gas flow from the  producing  zones into the
well bore) three wells in Oklahoma.  One well,  fracture  treated by others,  in
which the Partnership  owned a 25%  non-operating  interest  increased in volume
from 203 to 228 mcf per day with no  change  in  pressure.  Two  wells  fracture
treated by the  Partnership  decreased  in volume  from 61 to 25 mcf per day and
from 95 to 80 mcf per day.  Both wells  increased in pressure  from 35.6 to 52.0
psig and from 38.7 to 45.7 psig, respectively. The Partnership plans to continue
the fracture treatment program on other wells.

Similar to the  discussion  in the 2001 Annual  Report on Form 10-K and the 2002
First  Quarterly  Report on Form 10-Q, all three of the  Partnership  wells that
have  penetrated  the Fort Riley zone are  commingled  with the  Winfield/Krider
zone.  The three wells are  producing 409 mcf per day at 37 psig and 230 mcf per
day at 16 psig  with 17 bbls of  water  per day and 198 mcf per day at 56  psig,
respectively. At present, the Fort Riley zone is purposely not being produced in
the third well while the Winfield/Krider zone stabilizes.

The  Partnership  also  participated  in May, 2002 as a 25%  non-operator in the
deepening of one well to the Fort Riley zone which  increased  production  by 10
mcf per day with no increase in pressure.

As discussed in the 2001 Annual Report on Form 10-K,  the  Partnership is active
in  supporting  its views  regarding  possible  Oklahoma  regulatory/legislative
action on infill drilling and in monitoring activities resulting from removal of
production  quantity  restrictions during 1998 in the Guymon Hugoton field. Both
infill  drilling and removal of  production  limits could  require  considerable
capital   expenditures.   The  outcome  and  the  cost  of  such  activities  is
unpredictable.  No  additional  compression  has been  installed  since  2000 by
operators on adjoining acreage resulting from the relaxed  production rules that
affect the  Partnership's  wells.  Such  installations  by others could  require
Partnership expenditures to stay competitive with adjoining operators.

During 2000, Kansas adopted new regulatory rules, agreed upon by most producers,
to enable the use of field  compressors  to  operate  Hugoton  field  wells at a
vacuum and provide that no well will be restricted to less than 100 mcf per day.
Possible  effects on future  production  in excess of 100 mcf per day allowed by
the state regulations are not predictable.  The Partnership received approval to
operate all its wells at a vacuum; thus far, the Partnership has not experienced
any significant increase in current production. Existing Partnership compressors
have been adequate to create a vacuum.

The  Partnership  is continuing to monitor the activity on nearby acreage in the
Council Grove formation. At present 15 wells have been drilled by others. Two of
the 15 wells  were  recompleted  in the Guymon  Hugoton  field  which  presently
improved production by 38 to 45 mcf per day over the two original Guymon Hugoton
wells that were plugged and abandoned per state  regulations.  The Partnership's
ownership  includes the Council Grove formation  underlying most of its Oklahoma
acreage.  It is not  known if such  monitoring  will  result in any plans by the
Partnership  to  attempt a Council  Grove  well;  previous  preliminary  reviews
yielded  unfavorable  forecasts.  Recent  results by others in the 13  remaining
wells have varied from 6 to 298 mcf per day.  Production  volumes in  subsequent
months have varied with most wells showing  decreases.  Current total production
from  the  three  Council  Grove  wells  owned  by  others  but  located  on the
Partnership's  acreage is approximately 7, 8 and 21 mcf per day. The Partnership
has a minor overriding royalty interest in the three wells.
<PAGE>
                            DORCHESTER HUGOTON, LTD.
                          (A Texas Limited Partnership)
PART I
Item 2
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)


As  disclosed  on a Form 8-K filed on December 14,  2001,  the  Partnership  has
signed definitive  agreements to combine the businesses and/or properties of the
Partnership, Republic Royalty Company, and Spinnaker Royalty Company, L.P., in a
non-taxable  transaction,  into Dorchester  Minerals,  L.P., which will be a new
publicly traded limited  partnership.  During 2001,  approximately  $785,000 was
expensed related to the combination compared to $339,000 in 2000.  Approximately
$430,000  of  expense,  relating  primarily  to  the  filing  of a  registration
statement,  has been incurred  during the six months  ending June 30, 2002.  The
combination  is subject to a number of  conditions  including  (1) approval by a
majority of  Dorchester  Hugoton  Unitholders,  (2)  approvals  by the owners of
Spinnaker Royalty and Republic Royalty and affiliated  partnerships and interest
holders,  and (3)  filings  with and/or  clearances  by various  securities  and
governmental  authorities.  On May 15, 2002, Dorchester Minerals,  L.P. filed an
initial Registration  Statement on Form S-4 under the Securities Act of 1933 and
filed its first amendment on August 13, 2002.

<page>
                            DORCHESTER HUGOTON, LTD.
                          (A Texas Limited Partnership)
PART II
                                OTHER INFORMATION



Item 1.   Legal Proceedings: See Notes to Condensed Financial Statements.

Item 5. Other Information:
          a)   Mr.  W.  Randall  Blank  was  re-appointed  to the  Partnership's
               Advisory Committee for a three year term subject to the revisions
               that may result from the  proposed  combination  into  Dorchester
               Minerals,  L.P.  The  Advisory  Committee  functions as the Audit
               Committee for the Partnership.

Item 6. Exhibits and Reports on Form 8-K:
          a)   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  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                       DORCHESTER HUGOTON, LTD.
                                       Registrant





Date: August 13, 2002                  /s/ Kathleen A. Rawlings
                                       Kathleen A. Rawlings
                                       Controller (Principal Accounting Officer)
<PAGE>
                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)




     In connection with the accompanying Quarterly Report of Dorchester Hugoton,
Ltd.  (the  "Partnership")  on Form 10-Q for the period ended June 30, 2002 (the
"Report"),  I, Preston A. Peak, President of P.A. Peak, Inc., General Partner of
the Partnership, hereby certify that:

(1)  The Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

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


Dated: August 13, 2002                      /s/Preston A. Peak
                                           -------------------------------------
                                           Preston A. Peak, President
                                           P.A. Peak, Inc., General Partner

<PAGE>
                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)




     In connection with the accompanying Quarterly Report of Dorchester Hugoton,
Ltd.  (the  "Partnership")  on Form 10-Q for the period ended June 30, 2002 (the
"Report"), I, James E. Raley, President of James E. Raley, Inc., General Partner
of the Partnership, hereby certify that:

(1)  The Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

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


Dated: August 13, 2002                      /s/James E. Raley
                                           -------------------------------------
                                           James E. Raley, President
                                           James E. Raley, Inc., General Partner

<PAGE>
                            CERTIFICATION PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
                            (18 U.S.C. SECTION 1350)




     In connection with the accompanying Quarterly Report of Dorchester Hugoton,
Ltd.  (the  "Partnership")  on Form 10-Q for the period ended June 30, 2002 (the
"Report"),  I,  Kathleen A.  Rawlings,  Controller  of the  Partnership,  hereby
certify that:

(1)  The Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

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


Dated: August 13, 2002                      /s/Kathleen A. Rawlings
                                           -------------------------------------
                                           Kathleen A. Rawlings, Controller
                                           Principal Accounting Officer