SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934


For the Fiscal Year Ended December 31, 1996

Commission File Number 2-84474

APT HOUSING PARTNERS LIMITED PARTNERSHIP

A Massachusetts Limited Partnership

I.R.S. Employer Identification No. 04-2791736

500 West Cummings Park, Suite 6050, Woburn, Massachusetts 01801

Registrant's Telephone Number, Including Area Code (617) 935-4200

Securities Registered Pursuant to Section 12(b) or 12(g) of the Act:

NONE


Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed with the commission by Section 13 or 15(d) of the 
Securities Exchange Act of 1934 during the preceding twelve months (or 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       



Indicate by check mark if disclosure of delinquent filers pursuant to Item 
405 of Regulation S-K is not contained herein, and will not be contained, 
to the best of registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K [X].

DOCUMENTS INCORPORATED BY REFERENCE

NONE



TOTAL NUMBER OF PAGES 124
INDEX TO EXHIBITS AT PAGE 121

<PAGE>

PART I

ITEM 1. BUSINESS:

General

APT HOUSING PARTNERS LIMITED PARTNERSHIP (the "Partnership") is a limited 
partnership which was formed under the laws of the Commonwealth of 
Massachusetts on June 8, 1983.  The General Partner of the Partnership is 
APT Asset Management, Inc., a Massachusetts corporation.  APT Asset 
Management, Inc. is a wholly owned subsidiary of APT Financial Services, 
Inc. (a Delaware Corporation) whose majority shareholder is John M. Curry.

The Partnership's business is to invest, as a limited partner, in Local 
Limited Partnerships owning government-assisted housing developments and to 
provide its partners current tax benefits, potential appreciation in real 
estate investments, distribution of net capital transaction proceeds and 
distributable cash to the extent available.

On September 30, 1983, the Partnership offered for sale 9,000 units of 
limited partnership interests at $1,000 each pursuant to a prospectus dated
September 30, 1983.  The offering was subsequently amended on March 30, 1984
to provide for 3,700 units of limited partnership interests at $1,000 each.
The public offering was managed by American Investment Team, Inc. ("AIT")
("the dealer manager"), an affiliate of the General Partner of the 
Partnership.  The minimum investment allowed was $5,000.

The Partnership received $3,700,000 of subscriptions for limited partnership
interests during the period September 30, 1983 through April 30, 1984 from 
329 Investors.  No further issuance of partnership interests is anticipated.

The net proceeds ($3,071,000) of the public offering were primarily used to
purchase limited partnership interests in existing multi-family rental 
housing development known as Ashland Commons Associates, Rockledge 
Apartments Associates and Historic Cohoes II.  The Partnership's investments
in each Local Limited Partnership represents 95.5%, 97% and 97%, 
respectively.  On December 18, 1986 the Partnership withdrew its 97% 
investment interest in Historic Cohoes II and received its original 
investment of $1,321,234 from the Local Limited Partnership.  A distribution 
of the same amount was made to the Limited Partners on April 3, 1987.

Federal, state or local government agencies have provided significant 
incentives in order to stimulate private investment in government-assisted 
housing. The intent of these incentives was to reduce certain market risks
and provide investors (i) tax benefits, (ii) limited cash distributions and
(iii) long-term capital appreciation.  Notwithstanding these factors, there
remain significant risks.  These risks include, but are not limited to, the
financial strength of the local general partners.  The long-term
nature of investments  in government-assisted housing limited the ability of 
the Partnership to vary its investment portfolio in response to changing
economic, financial and investment conditions; such investments are also 
subject to changes in local economic circumstances and housing patterns 
which have an impact on real estate values.  These housing developments also
require greater management expertise and may have higher operating expenses
than conventional housing developments.

The Partnership became the principal limited partner in these Local Limited
Partnerships pursuant to Local Limited Partnership agreements entered into 
with the local general partners.  As a limited partner, the Partnership's 
liability for obligations of the Local Limited Partnerships is limited to 
its investment.  The local general partners of the Local Limited Partnerships
retain responsibility for maintaining, operating and managing the housing 
developments.  Under certain circumstances, the Partnership has the right to
replace the local general partner of the Local Limited Partnerships.

<PAGE>

John M. Curry is a General Partner in one of the Local Limited Partnerships.
An affiliated company in which John M. Curry is the President, is the General
Partner in the other Local Limited Partnership.

Although each of the Local Limited Partnerships in which the Partnership has
invested owns a housing development which must compete for tenants in the 
market place, the rental assistance and below market interest rates on 
mortgage financing provided by government-assisted housing programs make it
possible to offer apartments to eligible tenants at a cost to the tenant 
significantly below the market rate for comparable conventionally-financed 
apartments in the area.

The Internal Revenue Service (IRS) scrutinizes, in general, "tax shelters" 
that generate tax losses in any taxable year.  The Local Limited Partnerships
will deduct certain fees such as General Partners' fees and other expenses on
the basis that such expenses constitute ordinary and necessary expenses of 
carrying on the business.  If the federal income tax information return filed
annually by the Partnership or by any Local Limited Partnership are audited,
no assurance can be given as to what extent the deductions claimed for these 
fees will be allowed.  Any disallowance by the IRS that is not successfully
rebutted will have the effect of increasing the taxable income or decreasing
the taxable loss of each Limited Partner for the year in question.

The Limited Partners do not have a right to participate in the management of
the Partnership or its operations.  However, a majority in interest of the 
Limited Partners have the authority to (1) approve or disapprove the sale of
all or substantially all of the assets of the Partnership in a single 
transaction or a related series of transactions, (2) dissolve the 
Partnership, (3) remove the General Partner, for cause, or (4) elect a 
substitute General Partner.  Limited Partners holding 10% or more of the 
limited partnership interests have the right to call meetings of the
Partnership Agreement.

As a Limited Partner of each of the Local Limited Partnerships, the 
Partnership does not have the right to participate in the management of such
Local Limited Partnerships or their operations.  The Partnership retains 
certain rights with respect to voting on or approving certain matters,
including the sale of the housing developments.  By the existence or 
exercise of such rights, it could be asserted that the Partnership was 
taking part in the control of the Local Limited Partnerships' operations and
should thereby incur liability for all debts and obligations of the Local 
Limited Partnerships.  If this were found to be the case, the Partnership 
interest in one Local Limited Partnership could be reached by creditors of 
another Local Limited Partnership.  The Partnership has received opinions of 
counsel for the Local Limited Partnerships that the existence and exercise
of such rights will not subject it to liability as a Local General Partner of
the Local Limited Partnership.
 
Holders of the Partnership's limited partnership interests will need to bear
the economic risk of their investment for an indefinite period of time.  
Transferability of the limited partnership interests is restricted so as not
to cause a termination of the Partnership for tax purposes.  In California,
Maine, New Hampshire, Pennsylvania and South Carolina, transferability of the
limited partnership interests is restricted to transferees meeting the invest
or suitability standards.  In addition, a transfer of limited partnership 
interests is subject to the consent of the General Partner, which may be 
withheld in its sole discretion.

<PAGE>

Losses recognized for tax purposes from the ownership and operations of the
housing developments decline over time.  This occurs because the tax 
advantages of accelerated depreciation are greatest in earlier years and 
decline over the life of the housing developments, and because those portions
of the level mortgage payment attributable to deductible interest likewise 
decrease with the passage of time.  In addition, the benefits to be received
in the form of tax savings in future years may decline as a result of the 
enactment of the Tax Reform Act of 1986, depending on the individual 
circumstances of each Limited Partner.  For these reasons, among others, it is
not anticipated that any public market will develop for the purchase and sale
of limited partnership interests.  Consequently, holders of limited 
partnership interests in the Partnership may not be able to liquidate their 
investments in the event of an emergency and limited partnership interests
probably will not be readily acceptable as colateral for loans.  Moreover, 
should a limited partner dispose of his limited partnership interest, he will
realize taxable income to the extent that is allocable share of the mortgage
debt obligations plus the other consideration he receives upon such 
disposition exceeds his tax basis, while at the same time he may not receive
sufficient cash to pay such taxes.

Competition

The real estate rental business in which the Local Limited Partnerships are
engaged is highly competitive and the properties owned by the Local Limited 
Partnerships are expected to be subject to active competition from similar 
properties in their respective vicinities.  The Local Limited Partnerships 
compete with many other entities providing residential rental housing through
government-assisted and conventionally-financed housing developments.  Some 
of these entities are owned by large real estate operators with significantly 
greater resources than the Partnership as well as local organizations which 
own and operate a relatively small number of properties.  The Local Limited 
Partnerships believe that they have a reputation for providing safe, clean,
quality residential housing which enables them to compete effectively for
tenants.  While the Local Limited Partnerships believe that they will 
continue to compete effectively for tentants, there can be no assurance that 
they will do so or that they will not encounter further increased competition
in the future due to changes in the various government-assisted housing 
programs and from rehabilitated or new housing developments in their 
respective vicinities.    

Employees

The Partnership does not have any direct employees.  All services are 
performed for the Partnership by its General Partner and its affiliates.
The General Partner receives compensation in connection with such activities
as set forth in Item 11.  In addition, the Partnership reimburses the General
Partner and certain of its affiliates for expenses incurred in connection 
with the performance by their employees of services for the Partnership in
accordance with the Partnership's Amended and Restated Agreement and 
Certificate of Limited Partnership (the "Partnership Agreement").

<PAGE>

ITEM 2. PROPERTIES:

The Partnership holds limited partnership interests in two (2) Local Limited 
Partnerships as of December 31, 1996. Set forth is a schedule of the Local
Limited Partnerships including certain information concerning the Apartment
Complexes.

Name and Location                       					     % of Units Occupied
(Number of Units)			  	       Date Acquired 	       at December 31,      

                                         									1996	 1995	 1994	 1993 1992

Ashland Commons Associates		    March 30, 1984	   100%	 99%	 100%	 99%  100%
  Ashland, MA  (96)

Rockledge Apartments Associates	June 22, 1984	      97%	 98.2% 100% 100% 100%
  Wakefield, MA  (60)

The Local Limited Partnerships in which the Partnership has invested own 
existing Apartment Complexes which receive either Federal or State subsidies.
The U.S. Department of Housing and Urban Development (HUD), through the 
Federal Housing Administration (FHA), administers a variety of subsidy 
programs for low- and moderate-income housing developments.  The Federal 
programs generally provide one of a combination of the following forms of 
assistance:  (i) mortgage loan insurance (ii) rental subsidies,(iii)reduction
of mortgage interest payments. 

	i)  HUD provides mortgage insurance for rental housing projects pursuant to
a number of sections of Title II of the National Housing Act ("NHA") 
including, among others, Section 236 and Section 221(d)(4).  Under these 
programs, HUD will generally provide insurance equal to 90% of the total 
replacement cost to limited-distribution owners.  Mortgages are provided by
institutions approved by HUD, including banks, savings and loan companies 
and local housing authorities.  Section 221(d)(4) of the NHA provides 
for federal insurance of private construction and permanden mortgage loans 
to finance new construction of rental apartment complexes containing five or 
more units. 

	ii)  Many of the tenants in HUD insured projects receive some form of 
rental assistance payments, primarily through the Section 8 Housing 
Assistance Payments Program ("Section 8 Program").  Apartment Complexes 
receiving assistance through the Section 8 Program will generally have 
limitations on the amount of rent which may be charged.  One requirement
imposed by HUD regulations effective for apartment complexes initially 
approved for Section 8 payments on or after November 5, 1979 is to limit 
the amount on or after November 5, 1979 is to limit the amount of the owner's
annual cash distributions from operations to 10% of the owner's equity 
investment in an apartment complex intended for occupancy by elderly persons.  
The owner's equity investment in the apartment complex is 10% of the project's
replacement cost as determined by HUD.
   

	HUD recently released the American Community Partnerships Act (the "ACPA").
The ACPA is HUD's blueprint for providing for the nation's housing needs in 
an era of static or decreasing budget authority.  Two key proposals in the 
ACPA that could affect the Local Limited Partnerships are: A discontinuation
of project-based Section 8 subsidy payments and an attendant reduction in 
debt on properties that were supported by the Section 8 payments.  The ACPA
calls for a transition during which the project-based Section 8 would be 
converted to a tenant-based voucher system.  Any FHA insured debt would then
be "marked-to-market"; that is , revalued in light of the reduced incoem 
stream, if any.  The impact of ACPA, if enacted in its present form,is not 
presently determinable.  

<PAGE>

	Several industry sources have already commented to HUD and Congress that in
the event the ACPA were fully enacted in its present form, the reduction in 
mortgage indebtedness would be considered taxable income to limited partners
in the Partnership.  Legislative relief has been proposed to exempt "mark-
to-market" debt from cancellation of indebtedness income treatment.

	iii)  The Section 236 Program, as well as providing mortgage insurance, 
also provides a subsidy which reduces the debt service on a project mortgage,
thereby enabling the owner to charge the tenants lower rents for their 
apartments.  Interest credit subsidy payments are made monthly by HUD 
directly to the mortgagee of the project.  Each payment is in an amount 
equal to the difference between (i) the monthly payment required by the 
terms of the mortgage to pay principal and interest and (ii) the monthly pay
principal and interest if the mortgage loan provided for interest at the 
rate of 1%.  These payments are credited against the amounts otherwise due
from the owner of the project, who makes monthly payments of the balance.

	All tenant leases are generally for periods not greater than one to two 
years and no tenant occupies more than 10% of the rentable square footage.

	Management continuously reviews the physical state of the properties and 
budgets improvements when required which are generally funded from cash 
flow from operations or release of replacement reserve escrows.  No 
improvements are expected to require additional financing.

	See Item 1, Business, above for the general competitive conditions to 
which the properties described herein are subject.

	Real estate taxes are calculated using rates and assessed valuations 
determined by the town or city in which the property is located.

ITEM 3. LEGAL PROCEEDINGS:

	  None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:

	  None.

PART II

ITEM 5. MARKET FOR THE REGISTRANT'S LIMITED PARTNERSHIP
     	  INTERESTS AND RELATED SECURITY HOLDER MATTERS:

Limited partnership interests are not traded in a public market but were sold
through a public offering managed by American Investment Team, Inc.  It is 
not anticipated that any public market will develop for the purchase and 
sale of any limited partnership interest.  Limited partnership interests 
may be transferred only if certain requirements are satisfied.  As of March
19, 1997, there were 326 registered holders of an aggregate of 3,700 units 
of limited partnership interests in the Partnership.

<PAGE>

The Partnership has invested in Local Limited Partnerships owning housing 
developments which receive governmental assistance under programs which 
restrict the cash return available to housing development owners.  The 
Partnership does not anticipate providing significant cash distributions to
its limited partners in circumstances other than a refinancing or sale.   
On February 24, 1995, the Partnership distributed $200,000 to the partners,
of which $196,000 or $52.97 per unit of limited partnership interest,
was distributed to the Limited Partners.  The Partnership does not 
anticipate that it will make any further cash distributions.

ITEM 6. SELECTED FINANCIAL DATA:

The information set forth below presents selected financial data of the 
Partnership.  Additional financial information is set forth in the audited 
financial statements in Part IV, Item 14, beginning on page 15.

                     	                   Year Ended December 31,     
            				
OPERATIONS	                1996 	   1995   	 1994    	 1993     	 1992
					
Revenue	                  $1,389	  $1,884	  $4,843	   $1,507	    $2,179
					
Expenses                  45,891	  46,948	  46,713	   47,799	    48,711
					
Loss before share of
losses of and distri- 
butions from the Local
Limited Partnerships	  ( 44,502)	( 45,064)	( 41,870)	( 46,292)	( 46,532)
					
Distribution from 
Local Limited 
Partnership	             87,903	   87,064	   82,255	   96,546	  125,629
					
Share of losses of 
Local Limited Partnerships	 -       	 -  	      -       	 -      	 -  
					
Net income	             $43,401	   $42,000	  $40,385	  $50,254	 $79,097
					
Net income per weighted
average limited part- 
nership unit	            $11.50	   $11.12	   $10.70	   $13.31	  $20.95


FINANCIAL POSITION
	                                         December 31,    
                 				   1996	      1995	     1994	      1993	      1992
					
Total assets	          $64,360	   $20,946	  $179,140	  $138,681	  $87,823
					
Investment in Local
Limited Partnerships	  $-0-	      $-0-	     $-0-	      $-0-	      $-0-
					
Total liabilities	     $17,591	   $17,578	  $17,772	   $17,698	   $17,094
					
Total partners'
  capital	             $46,769	   $3,368	   $161,368	  $120,983	  $70,729
					
Cash distributions 
  per limited 
  partnership unit    $-0-	       $52.97	   $-0-	      $-0-	      $-0-

<PAGE>

ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
     			CONDITION AND RESULTS OF OPERATIONS:

Liquidity and Capital Resources

The Partnership's primary source of funds were the proceeds of its public 
offering.  Other sources of liquidity include interest earned on funds and
cash distributions from operations of the Local Limited Partnerships in 
which the Partnership has invested.  These sources of liquidity are 
available to meet obligations of the Partnership.

The Partnership received $3,700,000 in gross proceeds from the sale of 
partnership interests pursuant to the public offering, resulting in net 
proceeds available for investment, after volume discounts, establishment of
working capital reserves, payment of sales commissions, acquisition fees 
and offering expenses, of $3,071,000.

As of December 31, 1996, the Partnership has invested all of the net 
proceeds available for investment.

The Partnership's commitment to investments requiring initial capital 
contributions has been paid.  The Partnership has no other significant 
capital commitments.

HUD recently released the American Community Partnerships Act (the "ACPA").
The ACPA is HUD's blueprint for providing for the nation's housing needs in
an era of static or decreasing budget authority.  Two key proposals in the 
ACPA that could affect the Local Limited Partnerships are: A discontinuation
of project based Section 8 subsidy payments and an attendant reduction in 
debt on properties that were supported by the Section 8 payments.  The ACPA
calls for a transition during which the project based Section 8 would be 
converted to a tenant based voucher system.  Any FHA insured debt would then 
be "marked-to-market", that is revalued in light of the reduced income 
stream, if any.  The impact of ACPA, if enacted in its present form, is not
presently determinable.

Several industry sources have already commented to HUD and Congress that in
the event the ACPA were fully enacted in its present form, the reduction in
mortgage indebtedness would be considered taxable income to limited partners
in the Partnership.  Legislative relief has been proposed to exempt "mark-
to-market" debt from cancellation of indebtedness income treatment.

Cash distributions received from a Local Limited Partnership amounted to 
$87,903, $87,064, and $82,255 during the years ended December 31, 1996, 
1995 and 1994, respectively.  These distributions were used to meet the 
Partnership's obligations and, in 1995, to make distributions to its 
partners.  The Partnership has invested in Local Limited Partnerships owning 
housing developments which receive governmental assistance under programs 
which restrict the cash return available to the housing development owners.

ership in an amount sufficient to meet its operating expenses.  However,
there can be no assurance that cash distributions received will be adequate
to allow the Partnership to make any further cash distributions to its 
partners.

Management is not aware of any trends or events, commitments or 
uncertainties that will impact liquidity in a material way.  Management 
believes the only impact would be for laws that have not yet been adopted.

<PAGE>

Results of Operations

The Partnership was formed to provide various benefits to its limited 
partners as discussed in Part I, Item 1 of this Report.  It is anticipated 
that the Local Limited Partnerships in which the Partnership has invested 
will primarily produce tax losses of approximately $17,000 per $5,000 
investment in approximately 14 to 17 full years of Partnership operations, 
with approximately $11,000 of such tax losses occurring during the first 5 
full years of Partnership operations (assuming the applicability of 
current laws, regulations and court decisions).  The benefits received in 
the form of tax savings may be reduced due to the enactment of the Tax 
Reform Act of 1986, depending on the individual circumstances of each 
Limited Partner.  There can be no assurance that the Partnership will be 
able to attain its investment objectives.  The Partnership will not seek to
sell its interest in any housing development or Local Limited Partnership 
until proceeds of such sale would supply sufficient cash to enable its 
Limited Partners to pay applicable taxes.  Proceeds of such sales will not be
reinvested.  It is not expected that nay of the Local Limited Partnerships in
which the Partnership has invested will generate cash flow sufficient to 
provide for distributions to Limited Partners in any material amount.

Except for the operating balance of cash, the Partnership's assets consist 
primarily of limited partnership interests in Local Limited Partnerships 
owning government-assisted housing developments.  The Partnership accounts 
for its investments in the Local Limited Partnerships using the equity 
method of accounting.  Under the equity method of accounting, the 
investment cost is subsequently adjusted for the Partnership's share of each
Local Limited Partnership's results of operations and cash distributions.  
The Partnership's share in the loss of each Local Limited Partnership is not
recognized to the extent that the investment balance would become negative.
For the years ended December 31, 1996, 1995 and 1994, the aggregate share 
of losses of the Local Limited Partnerships attributable to the Partnership
and not included in the statements of income for those years amounted to 
$11,813, $22,868, and $67,109, respectively.  At December 31, 1996 and 
1995, the Partnership's cumulative share of losses of the Local Limited 
Partnerships exceeded its investments by $395,577 and $383,764, respectively,
and accordingly, have not been reflected in the Partnership's financial 
statements in accordance with the equity method of accounting because the 
investment balances have been reduced to zero.

The Partnership's net income in 1996, 1995 and 1994 was due primarily to 
cash distributions received of $87,903, $87,064, and $82,255, respectively,
from one Local Limited Partnership which offset the Partnership's net 
operating expenses in these years resulting in net income of $43,401, 
$42,000, and $40,385, respectively.

The Partnership incurs an annual program management fee payable to American
Investment Team, Inc. ("AIT"), an affiliate of the General Partner, for 
managing the affairs of the Partnership and for providing investor services
to the limited partners.  The fee to AIT is equal to .5% of invested assets
plus the Local Limited Partnerships' annualized outstanding nonrecourse 
debt.  The fee amounted to $37,141, $37,353, and $37,547 for 1996, 1995 and
1994, respectively.

Administrative expenses consist of professional fees.

<PAGE>

Other

The Partnership's investment as a Limited Partner in the Local Limited 
Partnerships is subject to the risks incident to the potential losses 
arising from management and ownership of improved real estate.   The 
Partnership's investments also could be adversely affected by poor economic
conditions, generally, which could increase vacancy levels, increase rental
payment defaults, or increase operating expenses.  Any or all of these 
circumstances could threaten the financial viability of one or both of the
Local Limited Partnerships.

There are also substantial risks associated with the operations of 
Apartment Complexes receiving government assistance.  These include:  
governmental regulations concerning tenant eligibility which may make it 
more difficult to rent apartments in the complexes; difficulties in 
obtaining government approval for rent increases; limitations on the 
percentage of income which low and moderate income tenants may pay as rent;
the possibility that Congress may not appropriate funds to enable the U.S. 
Department of  when the rental assistance contracts expire, there may not 
be market demand for apartments at full market rents in a Local Limited 
Partnership's Apartment Complex.

The Local Limited Partnerships are impacted by inflation in several ways.  
Inflation allows for increases in rental rates generally to reflect the 
impact of higher operating and replacement costs.  Inflation also affects 
the Local Limited Partnerships adversely by increasing operating costs, 
such as fuel, utilities and labor.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:

The financial statements and supplementary data required by this item are 
set forth under Item 14 of Part IV beginning on page 15 and are incorporated
herein by reference.

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
     			ACCOUNTING AND FINANCIAL DISCLOSURE:

Effective December 1, 1995, APT Housing Partners Limited Partnership 
("Partnership") dismissed its prior certifying accountants, Tonneson & 
Company, C.P.A.'s P.C. ("T&C").  T&C's reports on the Partnership's 
financial statements during the most recent fiscal year and all subsequent 
interim periods preceding December 1, 1995 contained no adverse opinion or 
disclaimers of opinion, and were not qualified as to uncertainty, audit 
scope or accounting principles.  The decision to change accountants was 
approved by the Partnership's General Partner.

During the last fiscal year and the subsequent interim period to December 1,
1995, there were no disagreements between the Partnership and T&C on any 
matters of accounting principles or practices, financial statement 
disclosure, or auditing scope or procedure, which disagreements, if not 
resolved to the satisfaction of T&C, would have caused it to make a 
reference to the subject matter of the disagreements in connection with its
reports.  Also, during the aforementioned period, there occurred no 
"reportable events" described in Item 304(a)(1)(v) of Regulation S-K of the 
Commission.

<PAGE>

Effective December 8, 1995, the Partnership engaged Robert Ercolini & 
Company (now known as Robert Ercolini & Company LLP) as its new principal 
certifying accountants.  The Partnership did not consult with Robert 
Ercolini & Company LLP regarding accounting advice prior to its engagement.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT:

The Partnership has no directors or executive officers.  The Partnership's 
affairs are managed and controlled by the General Partner.  Certain 
information concerning the director and executive officers of the General 
Partner is set forth below:

JOHN M. CURRY, BS, MBA, CPM, GSP, RR, 54, is the founder, Chairman, Director,
and Shareholder of APT Financial Services, Inc., and its subsidiaries.  Mr. 
Curry has been responsible for the construction of over 4,000 units of 
multi-family housing at a cost of over $120,000,000 and 240,000 square feet
of commercial space.  Mr. Curry is a graduate of the University of San 
Francisco (BS, 1968) and the Harvard Graduate School of Business 
Administration (MBA, 1970).  He is a licensed Real Estate Broker in 
Massachusetts and New York and a licensed Builder in Massachusetts.  His 
professional memberships include the Institute of Real Estate Management 
with the classification of Certified Property Manager, the Greater Boston 
Real Estate Board, Builders Association of Greater Boston, and is listed 
in Who's Who in America.

JEFF E. EWING, BS, CPA, 31, is the President, Chief Financial Officer, 
Director and Shareholder of APT Financial Services, Inc.  Mr. Ewing joined 
the company in December 1992, becoming its controller, and in December 1994,
he became the Company's President and Chief Financial Officer.  He is 
responsible for new business development, corporate operations and the 
development, implementation and review of all financial reporting systems 
as well as compliance with applicable tax and regulatory requirements.  Prior
to joining APT, Mr. Ewing was employed by Congress Realty Group of Companies 
as assistant controller and the accounting firm of Robert Ercolini and 
Company as a senior auditor. Mr. Ewing is a Certified Public Accountant in
the Commonwealth of Massachusetts and a NASD registered Financial and 
Operations Principal.  Mr. Ewing received his B.S. in Accountancy from 
Bentley College and is a member of the American Institute of Certified 
Public Accountants and the Massachusetts Society of Certified Public 
Accountants.

THERESE M. COCHRAN, CPM, 39, is a Director and Shareholder of APT Financial
Services, Inc. and the President of American Properties Team, Inc., a 
wholly-owned subsidiary of APT Financial Services, Inc.  She is responsible
for the operations of the management company and new business development. 
Ms. Cochran currently serves as an Executive Member of the Community 
Associates Institute, is the Chairperson of the CAI Legislative Action 
Committee and is a member of the Institute of Real Estate Management 
having earned the designation of Certified Property Manager.

ELLIOT J. FEINER, BA, MBA, 58, is a Director and Shareholder of APT 
Financial Services, Inc. and its subsidiaries.  Mr. Feiner graduated 
from Brown University (BA-Economics, 1959) and Suffolk University 
(MBA, 1962).  He is a Certified Public Accountant.  Mr. Feiner was 
Vice President of Finance for FMR Investment Management Services, Inc., 
a subsidiary of the Fidelity Group, and is currently self-employed.

<PAGE>

J. STEWART HARVEY, JR., BSBA, MBA, 64, is a Director and Shareholder of APT
Financial Services, Inc., and its subsidiaries.  Mr. Harvey is Managing 
Director of Aberdeen American Inc., an investment firm.  He has held the 
position since 1985.  Prior to this, Mr. Harvey was Vice President and 
Director of Gardner and Preston Moss, Inc.  He was Vice President and 
Director of Research for Fidelity Management and Research Company, the 
largest mutual funds firm in the country.  Mr. Harvey is a graduate of 
Boston University (BSBA, 1960) and Northeastern University (MBA-Finance, 
1966).

MICHAEL LEMOYNE KENNEDY, BA, JD, 38, is a Director and Shareholder of APT 
Financial Services, Inc., and its subsidiaries.  Mr. Kennedy is Chairman of
Citizens Energy Corporation, a non-profit energy company.  Citizens Energy,
through its partnership with Medco Containment, provides at cost, AZT to 
low-income AIDS patients in several states.  Mr. Kennedy is a graduate of 
Harvard College (BA, 1980) and the University of Virginia Law School (JD, 
1984).  Mr. Kennedy is also an active member of the boards of the Robert F.
Kennedy Library Foundation, the Friends of Boston's Long Island Shelter, 
and The Pacific National Bank, Santa Ana, CA.

ROBERT E. HALLAGAN, BS, MBA, 53, is a Director and Shareholder of APT 
Financial Services, Inc., and its subsidiaries.  Mr. Hallagan is President 
of Heidrick & Struggles, Inc., a worldwide executive search firm.  He has 
been associated with the company since 1976.  Prior to this, he was an 
Executive Vice President and Treasurer for Hawthorne Securities, and for 
the Boston Stock Exchange.  Mr. Hallagan is a graduate of Deerfield Academy,
Williams College (BS, 1966), and Harvard Graduate School of Business
(MBA, 1970).

AFFILIATES:

APT FINANCIAL SERVICES INC., ("APT" OR "Company") is a Delaware corporation
organized on April 19, 1983.  The Company's principal office is located at 
500 West Cummings Park, Woburn, MA.  APT Financial Services, Inc. and its 
wholly-owned subsidiaries, American Properties Team, Inc., APT Asset 
Management, Inc. and American Investment Team, Inc. form a real estate 
service company providing property management, asset management, syndication,
development and investor services to third-party owners, affiliates and
partners.

AMERICAN PROPERTIES TEAM, INC. ("APT") is a Massachusetts corporation 
organized on March 4, 1977.  APT provides property management services to
both multi-family and commercial properties.  Currently, APT manages over 
5,000 units of multi-family housing and 75,000 square feet of commercial 
space in Massachusetts, New York and Indiana.  Of the 5,000 units under 
management, 1,200 are subsidized units through Federal and State programs 
including Section 8, Section 13A, and Section 236.

APT ASSET MANAGEMENT, INC. is a Massachusetts corporation organized on 
August 17, 1982.  The company has developed over $100 million in residential
and commercial properties.  In addition, APT Asset Management, Inc. serves 
as the General Partner for ten real estate limited partnerships one of 
which is publicly registered.  The company conducts strategic planning for 
the limited partnerships including development, recapitalization, 
refinancing and sales.

AMERICAN INVESTMENT TEAM, INC. ("AIT") is a Massachusetts corporation 
organized on August 13, 1982.  AIT is a NASD registered broker-dealer for
both public and private placements.  The company serves as investor services
agent for over 570 clients who have invested $30 million of equity in the 
Company's developments.

<PAGE>

ITEM 11. EXECUTIVE COMPENSATION:

The Partnership has no officers or directors.  The Partnership does not pay
or accrue any fees, salaries or other forms of compensation to directors or
officers of the General Partner for their services.  Under the terms of the
Partnership Agreement, the General Partner and affiliates are entitled to 
receive compensation from the Partnership in consideration of certain 
services rendered to the Partnership by such parties.  In addition, an 
affiliate of the General Partner, American Investment Team, Inc., receives 
from the Partnership an annual program management fee equal to .5% of invested
assets plus the Local Limited Partnerships' annualized outstanding 
nonrecourse mortgage debt.  The Local Limited Partnerships pay fees ranging
from 4.5% to 6% of gross revenue collected to American Properties Team, 
Inc., an affiliate of the General Partner, for management of properties 
owned by the Local Limited Partnerships.

Further, the Local Limited Partnerships have incurred $1,373,195 of fees 
from inception with their local general partners or affiliates for 
development, construction, administration and various operating and 
construction deficit guarantees.

Included in these fees of the Local Limited Partnerships are fees totaling
$618,929 paid or to be paid to John M. Curry or affiliated companies.

Tabular information concerning salaries, bonuses and other types of 
compensation payable to executive officers has not been included in the
annual report.  As noted above, the Partnership has no executive officers.
The levels of compensation payable to the General Partner and/or its 
affiliates is limited by the terms of the Partnership Agreement and may not
be increased therefrom on a discretionary basis.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:

(a)	Security Ownership of Certain Beneficial Owners

The General Partner owns all of the outstanding general partnership 
interests of APT Housing Partners Limited Partnership.  One person is known
to own beneficially in excess of 5% of the outstanding limited partnership 
interests.



<PAGE>

As of March 19, 1997, the ownership interests by the General Partner and its
affiliates and holders of 5% or greater of outstanding limited partnership 
interests is as listed:

Title  	   Name and Address of  	Amount and Nature of	         Percentage of    
of Class   Beneficial Ownership  Beneficial Ownership           Class
     
General    APT Asset Management, $  2,000  Capital contribution-	 2.000%
Partner-   Inc.                            directly 
ship       500 West Cummings Park          owned   
Interest   Suite 6050
           Woburn, MA  01801
			
Limited    John M. Curry         $  5,000  Capital contribution-  .1351%
Partner- 		211 Commodore Dr.     (5 units) directly      
ship       Jupiter, FL 33477               owned
Interest

          	Chistopher Burden     $ 275,000  Capital contribution-  7.4324%
           731 Hospital Trust    (275 units)directly      
           Providence, RI 02903 			         owned    
 
          	APT Asset Management  $ 7,000    Capital contribution-  1.7568%
           Inc.                   (65 units)directly 
           500 West Cummings Park           owned
           Suite 6050
           Woburn, MA  01801         			


(b)	Changes in Control

		None


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:

The Partnership has and will continue to have certain relationships with 
affiliates of the General Partner, as discussed in Item 11 and also Note 5 
to the financial statements in Item 14, which is incorporated herein by 
reference.  However, there have been no direct financial transactions 
between the Partnership and the directors and officers of the General Partner.

<PAGE>

PART IV

ITEM 14. FINANCIAL STATEMENTS, SCHEDULES, EXHIBITS AND REPORT ON FORM 8K	 
                                                                    Page

(a) 1.	Financial Statements

		Independent Auditor's Report of Robert Ercolini & Company	        16 - 17 

		Independent Auditor's Report of Tonneson & Company C.P.A.s, P.C.	 18   

		Balance Sheets as of December 31, 1996 and 1995	                  19   

		Statements of Income for the years ended
			December 31, 1996, 1995 and 1994	                                20   
	
		Statements of Partners' Capital (Deficiency) for the years ended
			December 31, 1996, 1995 and 1994	                                21   

		Statements of Cash Flows for the years ended
			December 31, 1996, 1995 and 1994	                                22   

		Notes to Financial Statements	                                    23 - 26 

(a) 2.	Financial Statement Schedules

		Schedules Applicable to Local Limited Partnerships

		Schedule III - Real Estate and Accumulated Depreciation as of
		December 31, 1996	                                                27   

		Schedule IV - Mortgage Loans on Real Estate as of December 31,
		1996		                                                            28   

		All other financial statement schedules have been omitted because
		the required information is shown in the financial statements or
		notes thereto or they are not applicable.

		Individual financial statements of the Local Limited Partnerships
		for the years ended December 31, 1996, 1995 and 1994

			-Ashland Commons Associates	                                     29 -39
			-Rockledge Apartments Associates	                                40 -50

(a) 3.	Exhibits

		The exhibits listed on the accompanying Index to Exhibits on page
		51 are filed as part of this report or incorporated herein by
		reference.

(b)		Reports on Form 8-K

		The Partnership filed a report on Form 8-K dated December 1, 1995
		reporting a change in registrant's certifying accountants under
		Item 4.

<PAGE>

                         INDEPENDENT AUDITOR'S REPORT



To the Partners of
APT Housing Partners Limited Partnership
Woburn, Massachusetts


We have audited the accompanying balance sheets of APT Housing Partners 
Limited Partnership (a Massachusetts Limited Partnership) as of December 31,
1996 and 1995, and the related statements of income, partners' capital 
(deficiency), and cash flows for the years then ended. These financial 
statements are the responsibility of the Partnership's management.  Our 
responsibility is to express an opinion on these financial statements based
on our audits.  We did not audit the financial statements of Ashland Commons
and Rockledge Apartments Associates ("Local Limited Partnerships"), the 
investments in which, as discussed in Note 3 to the financial statements, 
are accounted for by the equity method of accounting.  The Partnership's 
cumulative share of losses of and distributions from the Local Limited 
Partnerships have exceeded its investments therein.  Accordingly, the 
Partnership has reduced the investments to zero and has suspended 
application of the equity method.  The financial statements of the Local 
Limited Partnerships were audited by other auditors whose reports have been
furnished to us, and our opinion, insofar as it relates to the amounts 
includedfor the Local Limited Partnerships, is based solely on the reports
of the other auditors.  The financial statements of APT Housing Partners 
Limited Partnership for the year ended December 31, 1994, were audited by 
other auditors whose report dated February 18, 1995, expressed an 
unqualified opinion on those statements.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are 
freeon the reports of the other auditors.  The financial statements of 
APT Housing Partners Limited Partnership for the year ended December 31, 
1994, were audited by other auditors whose report dated February 18, 1995,
expressed an unqualified opinion on those statements.

In our opinion, based on our audits and the reports of other auditors, the
1996 and 1995 financial statements referred to above present fairly, in all
material respects, the financial position of APT Housing Partners Limited 
Partnership as of December 31, 1996 and 1995, and the results of its 
operations and its cash flows for the years then ended in conformity with 
generally accepted accounting principles.

<PAGE>

Our audits were made for the purpose of forming an opinion on the basic 
1996 and 1995 financial statements taken as a whole.  The supplemental 
schedules listed in the accompanying index on page 15 are presented for 
purposes of complying with the Securities and Exchange Commission's rules 
and are not a required part of the basic financial statements.  These 
schedules have been subjected to the auditing procedures applied in the 
audits of the basic financial statements.  In our opinion, which insofar as
it relates to amounts included for the Local Limited Partnerships, is based
on the reports of other auditors, these schedules fairly state in all 
material respects the financial data required to be set forth therein in 
relation to the basic 1996 and 1995 financial statements taken as a whole.




Robert Ercolini & Company LLP


Boston, Massachusetts	
March 19, 1997

<PAGE>

                         INDEPENDENT AUDITOR'S REPORT




To the Partners of
APT Housing Partners Limited Partnership


We have audited the accompanying statements of income, partners' capital 
(deficit) and cash flows of APT Housing Partners Limited Partnership (a 
Massachusetts Limited Partnership) for the year ended December 31, 1994.  
These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and 
significant estimates made by management, as well as evaluating the overall 
financial statement presentation.  We believe that our audit provides a 
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, 
in all material respects, the results of operations and cash flows of APT 
Housing Partners Limited Partnership for the year ended December 31, 1994 
in conformity with generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The supplemental schedules listed in
the accompanying index on page 15 are presented for purposes of complying 
with the Securities and Exchange Commission's rules and are not a required 
part of the basic financial statements.  Information for 1994 has been 
subjected to the auditing procedures applied in the audit of the basic 
financial statements, and in our opinion, fairly states in all material 
respects the financial data required to be set forth therein in relation to 
the basic financial statements taken as a whole.



Tonneson & Company C.P.A.'s P.C.  

Wakefield, Massachusetts
February 18, 1995

<PAGE>

APT HOUSING PARTNERS LIMITED PARTNERSHIP

BALANCE SHEETS


ASSETS


  
                                            		      December 31,     	
		                                                  1996	            1995
			
Investment in Local Limited Partnerships		          $    -  	        $   -  
Cash and cash equivalents		                          64,360	          20,946
			
			Total assets		                                   $64,360	         $20,946
			
			
			
LIABILITIES AND PARTNERS' CAPITAL (DEFICIENCY)			
  			
Liabilities:			
	Accrued expenses -  		
   Affiliate		                                      $9,091	          $9,078
		 Professional fees                              		 8,500	           8,500
			
			 Total liabilities			                            17,591	          17,578
			
Commitments and contingencies			
Partners' capital (deficiency):			
	General partner		                                ( 38,390)       	( 39,258)
	Limited partner, 3,700 partnership units
 		authorized, issued and outstanding		             85,159	          42,626
			
			Total partners' capital (deficiency)		           46,769	           3,368
			
			
			Total liabilities and 				  
    partners' capital (deficiency)		               $64,360	         $20,946



                       See notes to financial statements.

<PAGE>

APT HOUSING PARTNERS LIMITED PARTNERSHIP

STATEMENTS OF INCOME




	                                For the years ended December 31,   		
			
	                                1996	           1995	          1994


Interest income	                 $1,389	         $1,884	        $4,843
			
Operating expenses:  			
	Management fees - affiliate	    37,141	         37,353	        37,547
	Administrative	                  8,750	          9,595	         9,166
			
		 Total operating expenses	     45,891	         46,948	        46,713
			
Loss before share of losses of
 	and distributions from 
 	Local Limited Partnerships	  (44,502)	       ( 45,064)	     ( 41,870)
			
Distribution from Local Limited
 	Partnership	                  87,903	          87,064	        82,255
			
Share of losses of Local 	
  Limited Partnerships           	 -              	 -            	 -  
			
Net income	                    $43,401	         $42,000	       $40,385
			
Limited partners' 
  interest in net income 	    $42,533	         $41,160	       $39,577
			
Weighted average number of 
  outstanding limited 
  partnership units	          $ 3,700	           3,700	         3,700
			
Net income per limited 	
  partnership unit	           $11.50	           $11.12	        $10.70



See notes to financial statements.

<PAGE>

APT HOUSING PARTNERS LIMITED PARTNERSHIP

STATEMENTS OF PARTNERS' CAPITAL (DEFICIENCY)

FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994




                                   	General	    Limited	
	                                   Partner	    Partners	   Total
			
Balance, December 31, 1993	        ($36,906)	   $157,889	   $120,983
			
Net income	                             808	      39,577	     40,385
			
Balance, December 31, 1994	        ( 36,098)	    197,466	    161,368
			
Net income	                             840	      41,160	     42,000
			
Distributions	                      ( 4,000)	  ( 196,000)	 ( 200,000)
			
Balance, December 31, 1995	        ($39,258)	    $42,626	     $3,368
			
Net income	                             868	      42,533	     43,401
			
Balance, December 31, 1996	        ($38,390)	    $85,159	    $46,769
			


<PAGE>

APT HOUSING PARTNERS LIMITED PARTNERSHIP

STATEMENTS OF CASH FLOWS




                                  	    For the years ended December 31,   		
			
	                                             1996	     1995	     1994
CASH FLOWS FROM OPERATING ACTIVITIES:			
	Net income	                                  $43,401	  $42,000	  $40,385
	Adjustments to reconcile net income 		
   to net cash provided by 		
   operating activities:			
			  Change in operating assets and
  				liabilities:			
					  Increase (decrease) in accrued
					    expenses	                                 13	    ( 194)	      74
			
	Net cash provided by operating 	
  	activities	                                 43,414	   41,806	   40,459
			
CASH FLOWS FROM FINANCING ACTIVITIES:			
	Distributions to limited partners              	 -   	(196,000)	     -  
	Distributions to general partner               	 -    	( 4,000)    	 -  
			
	Net cash used in financing	activities	           -   	(200,000)	     -   
			
Net increase (decrease) in cash and cash 
	 equivalents	                                 43,414	( 154,194)	 40,459
			
Cash and cash equivalents, beginning of	year	  20,946	  179,140	 138,681
			
Cash and cash equivalents, end of year	       $64,360	  $20,946	$179,140
			
			
See notes to financial statements.

<PAGE>

APT HOUSING PARTNERS LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994


1.	Organization and summary of significant accounting policies:

  	Organization:

APT Housing Partners Limited Partnership ("the Partnership"), organized as a
Massachusetts Limited Partnership on June 8, 1983, was formed to invest in 
other Local Limited Partnerships ("the Local Limited Partnerships") which 
own and operate existing residential rental housing developments that are 
financed or operated with assistance from Federal, state and/or local 
governmental agencies.  The Partnership has limited partnership interests 
in two Local Limited Partnerships, with a total of 156 residential apartment 
units, located within the Commonwealth of Massachusetts.

The general partner of the Partnership is APT Asset Management, Inc.  APT 
Asset Management, Inc. also owns 65 limited partnership units which it 
acquired at an aggregate cost of $7,000 during 1996.  The Partnership 
Agreement, as amended, authorized the issuance of 3,700 limited partnership
units, all of which were issued and are outstanding.

Use of estimates:

The preparation of financial statements in conformity with generally 
accepted accounting principles requires management to make estimates and 
assumptions that affect the reported amounts of assets and liabilities and 
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the 
reporting period.  Actual results could differ from those estimates.

Investment in Local Limited Partnerships:

The Partnership accounts for its investments in the Local Limited 
Partnerships by the equity method.  Accordingly, the investments are carried
at cost, adjusted for the Partnership's proportionate share of earnings or 
losses.  The Partnership's share of losses on an investment is recognized 
only to the extent of the investment.  Distributions received are reflected
as reductions of the investments.  Once an investment balance has been 
reduced to zero, subsequent distributions received by the Partnership 
are recognized as income.

Income taxes:

Federal and state income taxes are not included in the accompanying 
financial statements because these taxes, if any, are the responsibility of
the individual Partners.

Statement of cash flows:
			
For purposes of the statement of cash flows, the Partnership considers all
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents.  Cash equivalents consist of money market funds
and are carried at cost which approximates their market values.

<PAGE>

APT HOUSING PARTNERS LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS - CONTINUED


1.	Organization and summary of significant accounting policies - continued:

Net income per limited partnership unit:

Net income per limited partnership unit is computed by dividing net income 
available to limited partnership units by the weighted average number of 
outstanding limited partnership units during the year.

Reclassifications:

Certain reclassifications have been made to the 1994 financial statements 
to conform with the presentation format of the 1996 and 1995 financial 
statements.

2.	Allocation of benefits:

In accordance with the Partnership Agreement, income, losses, credits and
distributions are allocated 2% to the General Partner and 98% to the Limited
Partners.

During 1995, the Partnership made distributions of $4,000 to the General 
Partner and $196,000 to the Limited Partners.  The distributions to the 
Limited Partners amounted to $52.97 per limited partnership unit.

3.	Investment in Local Limited Partnerships:

The Partnership has investments in two Local Limited Partnerships, Ashland 
Commons Associates ("Ashland") and Rockledge Apartments Associates 
("Rockledge").  The Partnership's investments consist of $1,143,695 for a 
95.5% limited partnership interest in Ashland which owns an apartment 
complex of 96 units located in Ashland, Massachusetts and $543,900 for a 
97% limited partnership interest in Rockledge which owns an apartment 
complex of 60 units located in Wakefield, Massachusetts.

The Local Limited Partnerships receive governmental assistance under 
programs which restrict the payment of annual cash distributions to the 
owners to specified maximum distributable amounts and to available surplus 
cash, as defined in the applicable Regulatory Agreement between the 
governmental agency and the Local Limited Partnership.  Undistributed 
amounts are cumulative and may be distributed in subsequent years if there 
is available surplus cash.  Based upon the Partnership's ownership interest 
in each of the Local Limited Partnerships, the maximum annual distributable
amounts that can be made to the Partnership from Ashland and Rockledge are 
$87,903 and $9,552, respectively.

For the years ended December 31, 1996, 1995 and 1994, the aggregate share of 
losses of the Local Limited Partnerships attributable to the Partnership 
amounted to $11,813, $22,868, and $67,109, respectively.  The Partnership's
cumulative share of losses of the Local Limited Partnerships exceeded its 
investments by $395,577 at December 31, 1996 and $383,764 at December 31, 
1995.  Accordingly, the investments have been reduced to zero and have not

<PAGE>

APT HOUSING PARTNERS LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS - CONTINUED


3.	Investment in Local Limited Partnerships - continued:

been reflected in the accompanying financial statements, and the Partnership
has discontinued the application of the equity method.  The Partnership will
resume applying the equity method only after its allocable share of the net 
income of the Local Limited Partnerships equals the share of net losses not 
previously recognized during the period the equity method was suspended.

The Partnership's tax bases of the investments in the Local Limited 
Partnerships aggregate ($3,469,767) and ($3,394,850) at December 31, 1996 
and 1995, respectively.

During 1996, 1995 and 1994, the Partnership received distributions of 
$87,903, $87,064, and $82,255, respectively, from Ashland which were 
received subsequent to the reduction of the Partnership's investment 
balance to zero.  Accordingly, these distributions have been included as 
income in the accompanying statements of income.

Summarized audited balance sheet information on a combined basis for the 
Local Limited Partnerships as of December 31, 1996 and 1995 was as follows:


                                           	          December 31,         	
	                                              1996	             1,995
		
Rental property	                               $7,597,934	       $7,597,934
Accumulated depreciation	                     ( 3,773,556)	     ( 3,507,367)
Cash and cash equivalents	                        464,868	          525,355
Restricted assets and deposits	                   601,273	          487,541
Other assets	                                     119,041	          131,550
		
			Total assets	                                5,009,560	        5,235,013
		
Mortgage loans payable	                         5,991,356	        6,035,522
Other liabilities	                                168,384	          245,547
		
			Total liabilities	                           6,159,740	        6,281,069
		
Partners' capital (deficiency)	               ($1,150,180)     	($1,046,056)
		
Composition of partners' capital (deficiency):		
	General partners	                              ($97,262)        	($87,855)
	Limited Partners	                            (1,052,918)	       ( 958,201)
		
			Partners' capital (deficiency)	           ($1,150,180)	     ($1,046,056)
		
<PAGE>

APT HOUSING PARTNERS LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS - CONTINUED


3.	Investment in Local Limited Partnerships - continued:

Summarized audited income statement information on a combined basis for the
Local Limited Partnerships for the years ended December 31, 1996, 1995 and 
1994 was as follows:

                             	        For the year ended December 31,       		
	                                     1996	        1995	        1994

		Revenues	                          $1,649,703	  $1,662,624	  $1,742,732
			
		Net income (loss)	                   ($12,079)	   ($19,241)	   ($70,337)


4.	Cash and cash equivalents:

The Partnership maintains cash and cash equivalent balances in a financial
institution located in the Commonwealth of Massachusetts.  Accounts in the 
institution are insured by the Federal Deposit Insurance Corporation (FDIC)
up to $100,000.  At December 31, 1996 and 1995, the Partnership's cash and 
cash equivalent balances in this financial institution were fully insured.

5.	Transactions with related parties:

American Investment Team, Inc., an affiliate of the General Partner of the 
Partnership, receives an annual program management fee.  This fee is for 
managing the affairs of the Partnership and for providing investor services 
to the Limited Partners.  The fee is equal to .5% of invested assets plus 
the Local Limited Partnerships' annualized outstanding nonrecourse mortgage 
debt.  Program management fees charged to operations for the years ended 
December 31, 1996, 1995 and 1994 amounted to $37,141, $37,353, and $37,547, 
respectively.  Of these amounts, $9,091 and $9,078 remained unpaid at December
31, 1996 and 1995, respectively.

6.	Fair value of financial instruments:

The fair values of the Partnership's financial instruments have been 
determined at a specific point in time, based on relevant market information
and information about the financial instrument.  Estimates of fair value are
subjective in nature and involve uncertainties and matters of significant 
judgment and therefore cannot be determined with precision.  Changes in 
assumptions could affect the estimates.

The carrying amounts of cash and cash equivalents and accrued expenses at 
December 31, 1996 and 1995 approximate their fair values because of the 
short-term maturity of these instruments.

<PAGE>

APT HOUSING PARTNERS LIMITED PARTNERSHIP
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION OF LOCAL LIMITED PARTNERSHIPS
Property Pledged as Collateral
DECEMBER 31, 1996
					
											

              
Descr-  Encum  Initial Cost to  Cost  Gross Amount at Accum- Year  Date  Life 
iption  branc- Partnership      Capi- which Carried   ulated of    Acqu- on 
        es     Land   Buildings tali- At Close of     Depre- Cons- ired  which
                      and       zed   Period          ciati- truc-       Depr 
                      Improve-  Subs-                 ation  tion/       ecia
                      ments     equent                       Reno-       tion
											                     to Ac- Land Building Total   vation      in 
                                quisi-      and Imp- (c)                 Late-
                                tion:       rovements                    est
                                Impro-                                   Inco-
                                vements                                  me    
                                                                         Stat-
                                                                         ement
                                                                         is
                                                                         Comp-
                                                                         uted 
Apartment Complexes 											

Rockledge Apartments Associates 
Wakefield, MA	(a)	$90,000	$1,426,190	$462,170	$90,000	$1,888,360	$1,978,360	
$1,077,953	1,973	June, 1984	25 years

											
Ashland Commons Associates 
Ashland, MA	(a)	 215,210	 5,560,343	( 155,979)(b)	 215,210	 5,404,364	 
5,619,574	 2,695,603	1,982	March, 1984	25 years
											
$305,210	$6,986,533	$306,191	$305,210	$7,292,724	$7,597,934	$3,773,556			
											
(a)	Properties are subject to mortgage notes as shown in Schedule IV.											
(b)	Net of retirements											
(c)	The aggregate cost for Federal income tax purposes at December 31 ,1996 
    is as follows:	
  		Rockledge Apartments Associates - 		$1,978,360									
		  Ashland Commons Associates -		       4,970,347									
		    Total		                           $6,948,707									
											
											
	                  	Cost of Property and Equipment			Accumulated Depreciation
    		                            Year Ended December 31,                   
		                  1996	    1995	    1994	     1996	     1995	     1994				
											
Balance
at 
beginning 
of period	 $7,597,934	 $7,597,934	$7,597,934	$3,507,367	$3,241,178	$2,974,989
											
Additions
during period: 	
  Improvements											
	 Depreciation 
    expense					                                266,189	   266,189	  266,189				
Reductions during period:
 	Dispositions		 	 	 	 	 	 				
											
Balance at end 
of period		$7,597,934	$7,597,934	$7,597,934	$3,773,556	$3,507,367	$3,241,178				
										
<PAGE>

APT HOUSING PARTNERS LIMITED PARTNERSHIP
SCHEDULE IV
MORTGAGE LOANS ON REAL ESTATE OF LOCAL LIMITED PARTNERSHIPS
DECEMBER 31, 1996

							
							
Mortgage Interest Final    Periodic Prior Face     Carrying  Principal Amount
Loan     rate(s)  Maturity Payment  Liens Amount   Amount    of Loans Subject  
                  Date     Terms  							 of       of        to Delinquent
                                          Mort-    Mortgages Principal or  
                                          gages   (a)        Interest
______   _______ _______  _______   _____ _____    _________ _______________

Rockledge
Apartments
Associates 7.5485% 7/1/19 monthly	 None	  $1,477,000	$1,252,527     	None
							
Ashland
Commons 
Associates	11.728%	5/1/24	monthly	 None	   5,108,100	 4,738,829	     None
							
					                                     $6,585,100	$5,991,356	
							
(a)	The aggregate carrying amounts for Federal income tax purposes at 
    December 31, 1996 is the same as those amounts listed above.							
							



                                	Carrying Amount of Mortgages		
	                                Year Ended December 31,		
	                                1996	        1995	        1994
			
Balance at beginning of period   $6,035,522   $6,075,751   $6,112,416 
Additions during period: 	
 New mortgage loans 	
 Other (describe)                  
Deductions during period: 	
 Payments of principal	            ( 44,166)	   ( 40,229)	   ( 36,665)
	Other (describe)	 	 	             ________     ________     ________  
			
Balance at end of period	        $5,991,356	  $6,035,522	   $6,075,751
			

<PAGE>








ASHLAND COMMONS ASSOCIATES
(a limited partnership)
PROJECT NO: 023-35279
                            

REPORT ON FINANCIAL STATEMENTS
                              

YEAR ENDED DECEMBER 31, 1996
                            











<PAGE>

                                    CONTENTS


                                                                 		Page
Auditors' Report	                                                   3

Financial Statements:
	Balance Sheet	                                                     4
	Statement of Profit and Loss	                                      5
	Statement of Partners' Deficit	                                    6
	Statement of Cash Flows	                                           7
	Summary of Accounting Policies	                                    9
	Notes to Financial Statements	                                     10




<PAGE>



                                      February 4, 1997

To the Partners of
Ashland Commons Associates
Woburn, Massachusetts


We have audited the accompanying balance sheet of Ashland Commons Associates,
HUD Project No. 023-35279, (a limited partnership) as of December 31, 1996 
and the related statements of profit and loss, partners' deficit and cash 
flows for the year then ended.  These financial statements are the 
responsibility of the partnership's management.  Our responsibility is to 
express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States.  Those standards require that we plan and 
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, 
on a test basis, evidence supporting the amounts and disclosures in the 
financial statements.  An audit also includes assessing the accounting 
principles used and significant estimates made by management, as well as 
evaluating the overall financial statement presentation.  We believe that 
our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, 
in all material respects, the financial position of Ashland Commons 
Associates as of December 31, 1996, and the results of its operations and 
its cash flows for the year then ended in conformity with generally 
accepted accounting principles.

<PAGE>

ASHLAND COMMONS ASSOCIATES
(a limited partnership)
PROJECT NO: 023-35279

BALANCE SHEET

DECEMBER 31, 1996
                                   

ASSETS

CURRENT ASSETS

	Cash and Cash Equivalents                        $300,024
	Tenants: Accounts Receivable                        3,059
	Property Insurance                                    572
	Mortgage Insurance                                  9,873
	Total Current Assets                              313,528 

DEPOSITS HELD IN TRUST - FUNDED

	Tenants' Security Deposits (Contra)                14,503
	Total Deposits Held in Trust                       14,503 

RESTRICTED DEPOSITS AND FUNDED RESERVES

	Mortgage Escrow Deposits                           61,340
	Reserve for Replacements                          225,309
	Residual Receipts                                  85,458
	Total Deposits                                    372,107

FIXED ASSETS

	Land                                              215,210
	Building (Mortgaged) - Note 2                   5,404,364
	Less Accumulated Depreciation                   2,695,603
	                                                2,923,971

OTHER ASSETS

	Deferred Charges                                   98,341
                                                $3,722,450

<PAGE>

LIABILITIES AND PARTNERS' DEFICIT

CURRENT LIABILITIES

	Accounts Payable                                $28,096
	Accrued Interest Payable                         46,314
	Mortgage Payable - Current Portion               24,934
	Rent Deferred Credits                                 1

	Total Current Liabilities                        99,345 

DEPOSIT LIABILITIES
	
	Tenants' Security Deposits (Contra)              13,912
	Total Deposits Liabilities                       13,912

LONG-TERM LIABILITIES

	Mortgage Loan Payable - Note 2                4,738,829
	Less: Current Portion                            24,934
	Total Long-Term Liabilities                   4,713,895

	Total Liabilities                             4,827,152

COMMITMENTS AND CONTINGENCIES - NOTES 2,3, AND 4

PARTNERS' DEFICIT - Note 4:

	General Partners                               (100,679)
	Limited Partners                             (1,004,023)

	Total Partners' Deficit                      (1,104,702)
	                                             
                                              $3,722,450




See accompanying summary of accounting policies
and notes to financial statements.

<PAGE>

ASHLAND COMMONS ASSOCIATES
(a limited partnership)
PROJECT NO:  023-35279

STATEMENT OF PROFIT AND LOSS

FOR THE YEAR ENDED DECEMBER 31, 1996

REVENUES:

	Rental income, less vacancies of         $2,216          $1,230,592
	Interest income                                              35,152
	Miscellaneous income                                          2,333

	Total revenues                                            1,253,919

COST OF OPERATIONS:
	Repairs and maintenance                $126,134
	Salaries and wages                      114,301
	Real estate taxes                        72,905
	Management fee (Note 3)                  48,516
	Utilities                                33,938
	Administrative                           32,102
	Insurance                                35,575
	Payroll taxes                            11,329            474,800

	Income before interest expenses,
	  and depreciation and amortization                        793,277

INTEREST EXPENSE, including MIP of           $23,746        580,735

	Income before depreciation and amortization                212,542

DEPRECIATION AND AMORTIZATION                               206,104

NET INCOME                                                   $6,438

	Net Income to General Partners                                $290

	Net Income to Limited Partners                              $6,148



See accompanying summary of accounting policies
and notes to financial statements.

<PAGE>

ASHLAND COMMONS ASSOCIATES
(a limited partnership)
PROJECT NO:  023-35279

STATEMENT OF PARTNERS' DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 1996




                                                  General     Limited
                                    Total         Partner     Partners
   
BALANCE, at December 31, 1995    $	(1,019,095)    $	(96,827)  $	(922,268)

Net income for the period	              6,438	          290	       6,148
 
Distributions                    	    (92,045)      	(4,142)    	(87,903)

BALANCE, at December 31, 1996    $	(1,104,702)   $	(100,679)$	(1,004,023)

Percent of interest in profit 
   and losses                            100%          4.5%       95.5%







See accompanying summary of accounting policies
and notes to financial statements.

<PAGE>

ASHLAND COMMONS ASSOCIATES
(a limited partnership)
PROJECT NO: 023-35279

STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 1996
                                     

OPERATING ACTIVITIES:


   Rental Income                                      $	1,230,899
   Interest Income	                                        35,152
   Other Income                                       	     2,333        
   		                                            	      1,268,384 
 	  
   Administrative expenses	                                31,923
   Management fee	                                         48,177
   Operating and maintenance expenses	                    168,840
   Payrolls	                                              124,064
   Utilities	                                              44,047
   Real estate taxes and escrow deposits	                  73,619
   Payroll taxes	                                          11,329
   Insurance	                                              21,220
   Interest on mortgage	                                  557,206
   Mortgage insurance premium                          	   29,836
   Tenant security deposits                            	      591

			                                                    	1,110,852

   Net cash provided by operating activities          	   157,532            	

INVESTING ACTIVITIES:

   Increase in residual receipts fund	                    (24,092)
   Increase in reserve for replacements - net         	   (39,870)

   Net cash used by investing activities              	   (63,962)

FINANCING ACTIVITIES:

   Partners' distributions	                               (92,045)

   Mortgage principal payments                           	(22,187)

   Net cash used by financing activities                	(114,232)

   Net decrease in cash                                  	(20,662)
  
CASH, at beginning of year                               	320,686
 
CASH, at end of year                                    $	300,024  




See accompanying summary of accounting policies
and notes to financial statements.

<PAGE>

ASHLAND COMMONS ASSOCIATES
(a limited partnership)
PROJECT NO: 023-35279

STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 1996
(Continued)
                                     

Cash Flows from Operating Activities:

   Net income                                           $	6,438
   Adjustments to reconcile net income to net cash
   provided by operating activities:
    		Depreciation and Amortization	                    206,104

    		Changes in operating assets and liabilities:
			       Decrease in tenants' rents receivable	            393
			       Decrease in prepaid expenses	                       9
			       Increase in tenants' security deposits	        (1,860)
			       Decrease in mortgage escrow deposits	           7,173
			       Decrease in accounts payable and accrued
			          expenses	                                  (61,908)
			       Increase in tenants' security deposits
			          payable     	                                1,269
			       Decrease in prepaid rents                     	   (86)

   Net cash provided by operating activities          $	157,532



<PAGE>

ASHLAND COMMONS ASSOCIATES
(a limited partnership)

PROJECT NO: 023-35279

SUMMARY OF ACCOUNTING POLICIES


BASIS OF ACCOUNTING

Financial Statements are prepared on the accrual basis and all development 
and construction costs were capitalized.  The partnership, for tax purposes,
charged to expense certain costs, such as interest and real estate taxes 
during construction.  Accordingly, the cost of property and equipment shown 
in these statements includes $649,227 which has been deducted for tax 
purposes.

The balance sheet does not give effect to any assets that the partners may 
have outside their interest in the partnership, nor to any personal 
obligations, including income taxes, of the individual partners.

PROPERTY, EQUIPMENT AND DEPRECIATION

Property and equipment are stated at cost.  Depreciation of buildings is 
based on a 25 year life using the straight-line method for financial 
reporting purposes.  For income tax purposes, accelerated depreciation 
methods are used.

AMORTIZATION 

Amortization of financing costs is based on a forty year life using the 
straight-line method for both financial reporting and income tax purposes.

INCOME TAXES

The partnership, as an entity, is not subject to income tax.  The 
partners' share of the loss for tax purposes is includable in their income
tax returns.

CASH AND CASH EQUIVALENTS

For purposes of statement of cash flows, the Partnership considers all 
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents.

ESTIMATES

The preparation of financial statements in conformity with generally 
accepted accounting principles requires management to make estimates and 
assumptions that affect certain reported amounts and disclosures.

<PAGE>

ASHLAND COMMONS ASSOCIATES
(a limited partnership)

PROJECT NO: 023-35279

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - GENERAL

Ashland Commons Associates is a Massachusetts limited partnership which was 
formed on September 29, 1982  for the purpose of owning, rehabilitating and 
operating a multi-unit apartment complex containing 96 residential units 
under the provisions of Section 221 (d)(4) of the National Housing Act.  
The partnership has a Section 8 contract with HUD to receive rent subsidy 
equal to approximately 85% of the total rental income.  This contract 
expires September, 2002.

NOTE 2 - MORTGAGE LOAN PAYABLE

The mortgage note is insured by the Federal Housing Administration (FHA) 
and is payable in monthly installments of approximately $48,283, including 
interest at 11.728% per annum, through 2024.  Annual principal payments 
will average approximately $31,917 each year for the next five years.

The partnership is required to make monthly payments of $2,094 into a fund 
for replacements.  Withdrawals from this fund can only be made upon the 
approval of the Federal Housing Commissioner.

Management believes it is not practical to estimate fair market value of 
the mortgaged property because it is not determinable as to whether 
financing with similar characteristics is currently available to the 
partnership.

The partnership and its partners have no personal liability on the mortgage 
loan; the mortgaged property is the only collateral for the loan.


NOTE 3 - RELATED PARTY TRANSACTIONS

The partnership pays a 4.5% management fee based on gross revenues collected,
which, at present, is capped at $43 PUPM, to an affiliate of a general 
partner, and also $506 per month for bookkeeping.  Further, the management 
company is reimbursed at cost for salaries and wages and related employee 
expenses such as payroll taxes, health insurance, disability insurance, 
workers compensation and other insurance.


NOTE 4 - CAPITAL DISTRIBUTION RESTRICTION

No distribution of assets may be made except from "surplus cash" as defined 
in the regulatory agreement with the Federal Housing Administration.  Total 
distributions are limited to $92,045 per annum as allowed by MHFA.

<PAGE>

ROCKLEDGE APARTMENTS ASSOCIATES
(a limited partnership)
PROJECT NO: 71-187-N
                               

REPORT ON FINANCIAL STATEMENTS
                              

YEAR ENDED DECEMBER 31, 1996
                            






<PAGE>

                                   CONTENTS

                                                              		Page

Auditors' Report	                                                3

Financial Statements:
	Balance Sheet	                                                  4 
	Statement of Profit and Loss	                                   5
	Statement of Partners' Equity (Deficit)	                        6
	Statement of Cash Flows	                                        7
	Summary of Accounting Policies	                                 8
	Notes to Financial Statements	                                  9


<PAGE>


                                       February 5, 1997


To the Partners of
Rockledge Apartments Associates
Woburn, Massachusetts


We have audited the accompanying balance sheet of Rockledge Apartments 
Associates, MHFA Project No. 71-187-N, (a limited partnership) as of 
December 31, 1996 and the related statements of operations, partners' 
equity (deficit) and cash flows for the year then ended.  These financial 
statements are the responsibility of the partnership's management.  Our 
responsibility is to express an opinion on these financial statements 
based on our audit.

We conducted our audit in accordance with generally accepted auditing 
standards and Government Auditing Standards, issued by the Comptroller 
General of the United States.  Those standards require that we plan and 
perform the audit to obtain reasonable assurance about whether the 
financial statements are free of material misstatement.  An audit includes 
examining, on a test basis, evidence supporting the amounts and disclosures 
in the financial statements.  An audit also includes assessing the 
accounting principles used and significant statement presentation.  We 
believe that our audit provides a reasonable basis for our opinion. 

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the financial position of Rockledge Apartments 
Associates as of December 31, 1996, and the results of its operations and 
its cash flows for the year then ended in conformity with generally 
accepted accounting principles.

<PAGE>

ROCKLEDGE APARTMENTS ASSOCIATES
(a limited partnership)

PROJECT NO: 71-187-N

BALANCE SHEET

DECEMBER 31, 1996
                                   

ASSETS
CURRENT ASSETS

	Cash and Cash Equivalents                        $164,844
	Tenants: Accounts Receivable                        7,196 
	Total Current Assets                              172,040 

DEPOSITS HELD IN TRUST - FUNDED

	Tenants' Security Deposits (Contra)                25,103
	Total Deposits Held in Trust                       25,103 

RESTRICTED DEPOSITS AND FUNDED RESERVES

	Mortgage Escrow Deposits                           16,219
	Reserve for Replacements                          173,341
	Total Deposits                                    189,560

FIXED ASSETS

	Land                                               90,000
	Building (Mortgaged) - Note 2                   1,888,360
	Less Accumulated Depreciation                   1,077,953
	                                                  900,407

                                                $1,287,110


<PAGE>

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

	Accounts Payable                                $18,804
	Accrued Interest Payable                          1,977
	Mortgage Payable - Current Portion               23,584 
	Total Current Liabilities                        44,365

DEPOSIT LIABILITIES
	
	Tenants' Security Deposits (Contra)              23,358
	Total Deposits Liabilities                       23,358

LONG-TERM LIABILITIES

	Note payable to affiliate - Note                335,922
	Mortgage Loan Payable - Note 2                1,252,527
	Less: Current Portion                            23,584
	Total Long-Term Liabilities                   1,264,865

	Total Liabilities                             1,332,588

COMMITMENTS AND CONTINGENCIES - NOTES 2,3, AND 4

PARTNERS' EQUITY (DEFICIT) - Note 4:

	General Partners                                  3,417
	Limited Partners                                (48,895)
	Total Partners' Deficit                         (45,478)
	                                             $1,287,110

See accompanying summary of accounting policies
and notes to financial statements.

<PAGE>

ROCKLEDGE APARTMENTS ASSOCIATES
(a limited partnership)

PROJECT NO: 71-187-N

STATEMENT OF PROFIT AND LOSS

FOR THE YEAR ENDED DECEMBER 31, 1996

REVENUES:

	Rental income, less vacancies of         $10,596         $376,348
	Interest income                                            18,848
	Miscellaneous income                                          587

		Total revenues                                           395,783

COST OF OPERATIONS:
	Repairs and maintenance                 $111,343
	Salaries and wages                        67,501
	Real estate taxes                         24,035
	Management fee (Note 4)                   22,793
	Utilities                                 46,256
	Administrative                            27,066
	Insurance                                  5,548
	Payroll taxes and employee 
	  benefits                                16,012        320,604

	Income before interest expenses,
	  and depreciation and amortization                      75,179

INTEREST EXPENSE (Notes 2 and 3)                          28,648

	Income before depreciation and amortization              46,531

DEPRECIATION AND AMORTIZATION                             65,048

NET LOSS                                                $(18,517)

	Net Loss to General Partners                           $    556

	Net Loss to Limited Partners                           $ 17,967


See accompanying summary of accounting policies
and notes to financial statements.

<PAGE>

ROCKLEDGE APARTMENTS ASSOCIATES
(a limited partnership)

PROJECT NO: 71-187-N

STATEMENT OF PARTNERS' EQUITY (DEFICIT)

FOR THE YEAR ENDED DECEMBER 31, 1996 




                                                  General     Limited
                                     Total        Partner     Partners
   
BALANCE, at December 31, 1995     $	(26,961)    $	4,215    $	(31,176)

Net loss for the period            	(18,517)      	(556)    	(17,961)

BALANCE, at December 31, 1996     $	(45,478)    $	3,659    $	(49,137)

Percent of interest in profit 
   and losses                       100%            3%         97%








See accompanying summary of accounting policies
and notes to financial statements.

<PAGE>

ROCKLEDGE APARTMENTS ASSOCIATES
(a limited partnership)

PROJECT NO: 71-187-N

STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31, 1996
                                     

OPERATING ACTIVITIES:

   Net loss                                            $	(18,517)
   Adjustments to reconcile net loss to net cash
   provided by operating activities:
	    	Depreciation and Amortization	                      65,048

		Changes in operating assets and liabilities:
   			Decrease in tenants' rents receivable	               7,144
			   Increase in tenants' security deposits	             (1,017)
			   Decrease in mortgage escrow deposits	                1,201
			   Decrease in accounts payable and accrued expenses	  (8,185)
			   Decrease in tenants' security deposits payable       	(510)


   Net cash provided by operating activities           	  45,164


INVESTING ACTIVITIES:

   Increase in reserve for replacements - net          	(55,267)

FINANCING ACTIVITIES:

   Note payable to affiliate principal payments	         (7,743)

   Mortgage principal payments                         	(21,979)

   Net cash used by financing activities               	(29,722)

   Net decrease in cash and cash equivalents    	       (39,825)
  
CASH AND CASH EQUIVALENTS, at beginning of year        	204,669
 
CASH AND CASH EQUIVALENTS, at end of year              $164,844  


Disclosure of Accounting Policy and Supplemental Information:
	Supplemental Disclosures of Cash Flow information:
		Cash paid during the year for interest               $106,766


See accompanying summary of accounting policies
and notes to financial statements.

<PAGE>

ROCKLEDGE APARTMENTS ASSOCIATES
(a limited partnership)

PROJECT NO: 71-187-N

SUMMARY OF ACCOUNTING POLICIES   



BASIS OF ACCOUNTING

Financial Statements are prepared on the accrual basis and all development 
and construction costs were capitalized.

The balance sheet does not give effect to any assets that the partners may 
have outside their interest in the partnership, nor to any personal 
obligations, including income taxes, of the individual partners.

PROPERTY, EQUIPMENT AND DEPRECIATION

Property and equipment are stated at cost.  Depreciation of buildings and 
equipment is based on a twenty-five year life and a five year life 
respectively.  The ACRS method is used for tax purposes.


INCOME TAXES

The partnership, as an entity, is not subject to income tax.  The partners' 
share of the loss for tax purposes is includable in their income tax returns.


CASH AND CASH EQUIVALENTS

For purposes of statement of cash flows, the Partnership considers all 
highly liquid debt instruments purchased with a maturity of three months or
less to be cash equivalents.


ESTIMATES

The preparation of financial statements in conformity with generally 
accepted accounting principles requires management to make estimates and 
assumptions that affect certain reported amounts and disclosures.

<PAGE>

ROCKLEDGE APARTMENTS ASSOCIATES
(a limited partnership)

PROJECT NO: 71-187-N

NOTES TO FINANCIAL STATEMENTS
                                 


NOTE 1 - GENERAL

Rockledge Apartments Associates is a Massachusetts limited partnership 
which was formed on February 24, 1973  for the purpose of owning, 
rehabilitating and operating a multi-unit apartment complex containing 60 
residential units.  The partnership has a contract with HUD to receive rent 
subsidy equal to approximately 84% of the total rental income.  The contract
expires in May, 2018.


NOTE 2 - MORTGAGE LOAN PAYABLE

The mortgage note is payable to the Massachusetts Housing Finance Agency 
(MHFA) over a forty year period, in monthly installments of approximately 
$3,841 (after interest subsidy payments of $6,597 monthly), including 
interest at 7.5485% per annum, through 2018.  Principal payments for the 
next five years are as follows:

			     1997          23,584
			     1998          25,310
			     1999          27,116
			     2000          29,163
			     2001          31,311

The partnership is required to make monthly payments of $7,858 to MHFA for 
real estate taxes, insurance, and a reserve for replacements.  Withdrawals 
must have the approval of MHFA.

Management believes it is not practical to estimate fair market value of 
the mortgaged property because it is not determinable as to whether 
financing with similar characteristics is currently available to the 
partnership.

The partnership and its partners have no personal liability on the mortgage 
loan; the mortgaged property is the only collateral for the loan.

NOTE 3 - NOTES PAYABLE

The note payable to affiliate bears interest at the rate of 12% per annum 
for a period of 15 years at which time the note is payable in full.  
Interest is payable only from Distributable Cash and residual amounts of 
Net Capital Transactions proceeds.

<PAGE>

ROCKLEDGE APARTMENTS ASSOCIATES
(a limited partnership)

PROJECT NO: 71-187-N

NOTES TO FINANCIAL STATEMENTS
(Continued)
                               



NOTE 4 - RELATED PARTY TRANSACTIONS

The partnership pays to an affiliate of a general partner a monthly 
management fee of 6% rents collected and a monthly bookkeeping fee of 
$375, and an annual fee of $1,862 to another affiliate of a general partner.  


NOTE 5 - CAPITAL DISTRIBUTION RESTRICTION 

No distribution of assets may be made except from "surplus cash" as defined
in the regulatory agreement with the MHFA.  Annual distributions are limited
to $9,847, as allowed by MHFA.

<PAGE>

INDEX TO EXHIBITS


                                                               		Sequentially
Exhibit		                                                        Numbered
  No.  	                     Description	                        Page    
		
(3)      Articles of Incorporation and By-laws:  The registrant
         is not incorporated.  The partnership Agreement was filed
         with the registrant's Registration Statement on Form S-11
         (#2-84474) and is incorporated herein by reference.	
		
(10.1)   Purchase and Sale Agreement, dated as of March 30, 1984, 
         relating to Ashland Commons Associates (filed with 
         Registrant's Form 8-K dated March 30, 1984 and incorporated
         herein by reference).	
		
(10.2)	  Purchase and Sale Agreement, dated as of April 30, 1984,
         relating to Historic Cohoes, II (filed with Registrant's 
         Form 8-K dated April 30, 1984 and incorporated herein by
         reference).	
		
(10.3)  	Purchase and Sale Agreement, dated as of June 22, 1984, 
         relating to Rockledge Apartment Associates (filed with 
         Registrant's Form 8-K dated June 22, 1984 and incorporated 
         herein by reference).	
		
(10.4)   Withdrawal of APT Housing Partners Limited Partners as a 
         Limited Partner in a Local Limited Partnership, dated as of 
         December 18, 1986, relating to Historic Cohoes, II, (filed
         with Registrant's Form 8-K dated March 30, 1987 and 
         incorporated herein by reference).	
		
(16)    	Letter regarding change in certifying accountant.	              52
		
(27)    	Financial data schedule.	                                       53
		
		




<PAGE>

TONNESON & COMPANY C.P.A.'s P.C.
CERTIFIED PUBLIC ACCOUNTANTS
530 Edgewater Drive
Wakefield, MA  01880
(617) 245-9999
Fax (617) 245-8731




December 8, 1995



Securities and Exchange Commission
450 5th Street N.W.
Washington, DC  20549

Gentlemen:

We have been furnished with a copy of the response to item 4 of Form 8-K 
for the event that occurred on December 1, 1995, to be filed by our former 
client, APT Housing Partners Limited Partnership.  We agree with the 
statements made in response to that Item insofar as they relate to our Firm.

Sincerely,



Tonneson & Company C.P.A.'s P.C.




<PAGE>

APT HOUSING PARTNERS LIMITED PARTNERSHIP

FINANCIAL DATA SCHEDULE


This schedule contains summary financial information extracted from the 
balance sheets and statements of income on pages 19 through 20 of the 
Partnership's 1996 Annual Report on Form 10-K and is qualified in its 
entirety by reference to such financial statements.


Item Number	  Item Description	                                   Year End
                                                                  1996     
		
5-02(1)	      Cash and cash items	                                $64,360
5-02(2)	      Marketable securities	                              -0-
5-02(3)(a)(1)	Notes and accounts receivable-trade	                -0-
5-02(4)	      Allowance for doubtful accounts	                    -0-
5-02(6)	      Inventory	                                          -0-
5-02(9)	      Total current assets	                                64,360
5-02(13)	     Property, plant and equipment	                      -0-
5-02(14)	     Accumulated depreciation	                           -0-
5-02(18)	     Total assets	                                        64,360
5-02(21)	     Total current liabilities	                           17,591
5-02(22)	     Bonds, mortgages and similar debt	                  -0-
5-02(28)	     Preferred stock-mandatory redemption	               -0-
5-02(29)	     Preferred stock-no mandatory redemption	            -0-
5-02(30)	     Common stock	                                       -0-
5-02(31)	     Other stockholders' equity	                         46,769
5-02(32)	     Total liabilities and stockholders' equity	         64,360



Item Number	  Item Description	                                   Year Ended 
                                                                  1996     
		
5-03(b)1(a)	  Net sales of tangible products	                     $-0-
5-03(b)1	     Total revenues	                                     89,292
5-03(b)2(a)	  Cost of tangible goods sold	                         -0-
5-03(b)2	     Total costs and expenses applicable to sales and   
              revenues	                                            -0-
5-03(b)3	     Other costs and expenses	                           45,891
5-03(b)5	     Provision for doubtful accounts and notes	           -0-
5-03(b)(8)	   Interest and amortization of debt discount	          -0-
5-03(b)(10)	  Income before taxes and other items	                43,401
5-03(b)(11)	  Income tax expense	                                  -0-
5-03(b)(14)	  Income/loss continuing operations	                  43,401
5-03(b)(15)	  Discontinued operations	                             -0-
5-03(b)(17)	  Extraordinary items	                                 -0-
5-03(b)(18)	  Cumulative effect- changes in accounting principles 	-0-
5-03(b)(19)	  Net income or loss	                                 43,401
5-03(b)(20)	  Earnings per share-primary	                          11.50
5-03(b)(20)	  Earnings per share-fully diluted	                    11.50
		
<PAGE>


SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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.


					APT HOUSING PARTNERS LIMITED PARTNERSHIP
					



                        					By:  APT Asset Management, Inc.
					                             General Partner



                            	By:  [SIGNATURE]                          
	Date	                            Jeff Ewing - President
					                             APT ASSET MANAGEMENT, INC.