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, 1998

                       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 (781) 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 50
INDEX TO EXHIBITS AT PAGE 15

<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 developments 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 limits 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 and propose amendments to 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 
investor 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 collateral for loans.  
Moreover, should a limited partner dispose of his limited partnership 
interest, he will realize taxable income to the extent that his 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 tenants, 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, 1998. 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,

                                           										1998	1997	1996	1995	1994

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


Rockledge Apartments Associates	 June 22, 1984	 		    97% 98%	 97%	 98.2%	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 permanent 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 of the owner's annual cash distributions from operations to 10% of 
the owner's equity investment in an apartment complex if the apartment 
complex is intended for occupancy by families and to 6% 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 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.  Currently, any Section 8 subsidy contract that expires, HUD
is renewing on a year to year basis until such time as a new program is 
implemented, 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 payment 
which would have been required for 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 15, 
1999, 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                     1998     1997       1996     1995      1994

Revenue	                      $	4,868  	$	2,610   	$	1,389  $	1,884   $	4,843

Expenses	 	                    45,472   	46,464    	45,891  	46,948   	46,713

Loss before share of losses of 
and distributions from the 
Local Limited Partnerships	( 	40,604) (	43,854)  ( 44,502) (	45,064) (	41,870)

Distribution from Local 
Limited Partnership         		87,903   	87,903     	87,903  	87,064   	82,255

Share of losses of Local 
Limited Partnerships	           	-      	 	-         	-      	 	-      	 	-  

Net income                 	$	47,299  $	44,049    $	43,401	$	42,000	 $	40,385

Net income per weighted 
average limited 
partnership unit           	$	12.53  	$	11.67     $	11.50  $	11.12  	$	10.70


FINANCIAL POSITION

                                               December 31,             
                            1998       1997       1996     1995      1994

Total assets               	$	155,218	 $	108,175	 $	64,360	$	20,946	 $	179,140

Investment in Local 
Limited Partnerships       	$	-0-     	$	-0-     	$	-0-   	$	-0-    	$	-0-

Total liabilities          	$	17,101  	$	17,357  	$	17,591	$	17,578 	$	17,772

Total partners' capital    	$	138,117 	$	90,818  	$	46,769	$	3,368	  $	161,368

Cash distributions per
limited partnership unit   	$	-0-     	$	-0-     	$	-0-    $	52.97  	$	-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, 1998, 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 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. 
Currently, any Section 8 subsidy contract that expires, HUD is renewing on a
year to yd Expense      (15)           123          9   
    (Increase) Decrease in Escrow Deposits   18,302        (14,196)     7,173
    (Increase) Decrease in Restricted Cash      350           (109)    (1,860) 
    Increase (Decrease) in Accounts Payable
       and Accrued Expenses                 (16,007)        30,311    (61,908)
    Increase (Decrease) in Tenants 
       Security Deposits                       (388)           700      1,269
    Increase (Decrease) in Prepaid Rents      6,300            166        (86)

Net Cash Provided (Used) by
  Operating Activities                      112,028        158,358    157,532   

CASH FLOWS FROM INVESTING ACTIVITIES:
  (Increase) Decrease in Reserve 
   for Replacements                         (19,783)       (41,229)  (39,870)
  (Increase) Decrease in Residual 
   Receipts Reserve                         ( 9,185)       (80,242)  (24,092) 

Net Cash Provided (Used) by Investing 
  Activities                                (28,968)      (121,471)  (63,962)  

CASH FLOWS FROM FINANCING ACTIVITIES:
  Decrease in Mortgage Loan Payable         (28,020)       (24,934)  (22,187) 
  Distributions to Partners                 (92,045)       (92,045)  (92,045)

Net Cash Used by Financing Activities       120,065        116,979   114,232    

Net Increase (Decrease) in Cash and 
  Cash Equivalents                          (37,005)       (80,092)  (20,662)

Cash and Cash Equivalents,
  Beginning of Year                         219,932        300,024    320,686   

Cash and Cash Equivalants,
  End of Year                               182,927        219,932    300,024

Supplemental Disclosure
  Cash Paid During Year For Interest        574,808        576,623    587,042

See accompanying summary of accounting policies 
and notes to financial statements   

<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 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.

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 83% of the total rental income.  The 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 $40,312 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 for the Federal Housing Commissioner.

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 $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, 
worker compensation and other insurance.

<PAGE>

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

                           NOTES TO FINANCIAL STATEMENTS
                                    (Continued)
		


NOTE 4 - CAPITAL DISTRIBUTION RESTRICTION

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


NOTE 5 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value 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 
judgement and therefore cannot be determined with precision.  Changes in 
assumptions could affect the estimates.

The carrying amounts of cash and cash equivalents, tenant's security deposits
cash, tenant's accounts receivable, restricted deposits and funded reserves,
and accounts payable and other liabilities approximate their fair market 
values because of the short-term maturity of these instruments.

The Partnership obtained its mortgage financing under Section 221 (d)(4) of 
the National Housing Act, as amended, and is supported by a Section 8 rent 
subsidy contract.  Currently, no new mortgages are being insured under these
combined programs.  Accordingly, management does not believe that it is 
practicable to estimate the fair value of its mortgage loan.  Additional 
information pertinent to the value of this loan is provided in Note 2.

<PAGE>

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

                          REPORT ON FINANCIAL STATEMENTS
		

                   YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996
		




<PAGE>

                                    CONTENTS
	                                                                    Page

Independent Auditors' Report	                                        3

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



<PAGE>

                        INDEPENDENT AUDITORS' REPORT


                                                   							January 26, 1999

To the Partners of
Rockledge Apartments Associates
Woburn, Massachusetts


We have audited the accompanying balance sheet of MHFA Project No. 71-187-N 
Rockledge Apartments Associates, (a limited partnership) as of December 31, 
1998, 1997 and 1996 and the related statements of operations, partners'equity
(deficit) 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 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 statements 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, 1998, 1997, and 1996 and the results 
of its operations and its cash flow for the years 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, 1998


                                                     DECEMBER 31,
                                          1998         1997        1996
                      ASSETS
Property and Equipment
  (Mortgaged) - Note 2
  Land                                  $   90,000   $   90,000  $   90,000
  Building                               1,624,825    1,624,825   1,624,825
  Equipment and furnishings                263,535      263,535     263,535
                                         1,978,360    1,978,360   1,978,360

  Less:
  Accumulated Depreciation               1,207,939    1,142,946   1,077,953     
 
  Net Property and Equipment               770,421      835,414     900,407 

Cash and Cash Equivalents                  257,365      243,429     164,844
Rents and Other Receivables                  7,386        5,266       7,196
Escrow Deposits                             18,387       26,604      16,219
Restricted Cash - 
  Tenants' Security Deposits                26,611       25,287      25,103
Reserve for Replacements                    98,212      104,513     173,341 
                                         1,178,382    1,240,513   1,287,110  

                LAIBILITIES AND PARTNERS' DEFICIT

LIABILITIES:
  Mortgage Loan Payable - Note 2         1,203,633    1,228,943   1,252,527
  Note Payable Affiliate (Note 3)           20,046       28,052      35,922
  Accrued Interest Payable                   1,695        1,841       1,977
  Accounts Payable and Accrued Expenses     29,749       28,731      18,802
  Tenants' Security Deposits Payable        24,869       25,287      23,358
  Prepaid Rents                                115        3,564           2    

     TOTAL LIABILITIES                   1,280,107    1,316,418   1,332,588     

  COMMITMENTS AND CONTINGENCIES
    Notes 2,3 and 4
  PARTNERS' DEFICIT - Note 4
    General Partner                          1,971        2,746       3,659 
    Limited Partner                      ( 103,696)    ( 78,651)   ( 49,137) 

     TOTAL PARTNERS' DEFICIT             ( 101,725)    ( 75,905)   ( 45,478)
                                         1,178,382    1,240,513   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 OPERATIONS

                                          YEAR ENDED DECEMBER 31,
                                          1998         1997        1996     

RENT AND RELATED INCOME                   $  386,277   $  383,550  $  375,241
 
OPERATING EXPENSES:
   Administrative & Marketing                 93,960       85,095      85,653
   Utilities                                  42,070       47,791      46,256
   Maintenance and Repair                    157,588      167,323     157,368
   Real Estate Tax                            39,577       34,785      24,035
   Interest                                   23,326       25,976      28,648
   Insurance                                   5,956        5,530       5,598 
   Depreciation and Amortization              64,993       64,993      65,048  
   
   Total Operating Expenses                  427,470      431,493     412,606   

OPERATING INCOME (LOSS)                      (41,193)     (47,943)    (37,365)  

OTHER INCOME - Interest                       15,373       17,516      18,848 

NET INCOME (LOSS)                           $(25,820)    $(30,427)  $(18,517)   

NET INCOME (LOSS) TO GENERAL PARTNERS       $   (775)    $   (913)  $   (556)

NET INCOME (LOSS) TO LIMITED PARTNERS       $(25,045)    $(29,514)  $(17,961)   

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 YEARS ENDED DECEMBER 31, 1998, 1997, 1996

                                                     General      Limited
                                        Total        Partner      Partners

BALANCE, at December 31, 1995           $  (26,961)  $   4,215    $  (31,176)

Net loss                                   (18,517)       (556)      (17,961)

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

Net loss                                   (30,427)       (913)      (29,514)

BALANCE, at December 31, 1997              (75,905)      2,746       (78,651)   

Net loss                                   (25,820)      (775)       (25,045)

BALANCE, at December 31, 1998           $ (101,725)   $  1,971     $(103,696)   

Percentage 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, 
                                          1998         1997         1996
CASH FLOWS FROM ACTIVITIES

Net Loss                                   $( 25,820)   $ (30,427)  $ (18,517)

Adjustments to reconcile Net Loss 
  to Net Cash Provided (Used) by Operating
  Activities:
     Depreciation and Amortization            64,993       64,993      65,048
     (Increase) Decrease in Receivables      ( 2,120)       1,930       7,144  
     (Increase) Decrease in Escrow Deposits    8,217      (10,385)      1,201  
     (Increase) Decrease in 
        Restricted Deposits                   (1,324)     (   184)     (1,017)  
     Increase (Decrease) in Accounts Payable
        and Accrued Expenses                     872        9,793     (8,187)   
     Increase (Decrease) in Tenants 
        Security Deposits                     (  418)       1,929     (  510)   
     Increase (Decrease) in Prepaid Rents     (3,449)       3,562          2

Net Cash Provided (Used) by
   Operating Activities                       40,951       41,211     45,164

CASH FLOWS FROM INVESTING ACTIVITIES:
   (Increase) Decrease in Reserve 
      for Replacements                         6,301       68,828    (55,267)   

CASH FLOWS FROM FINANCING ACTIVITIES:
   Decrease in Mortgage Loan Payable         (25,310)     (23,584)   (21,979)
   Note Payable - Affiliate                  ( 8,006)     ( 7,870)   ( 7,743)

Net Cash Used by Financing Activities         33,316       31,454     29,722

Net Increase (Decrease) in Cash and 
   Cash Equivalents                           13,936       78,585    (39,825)

Cash and Cash Equivalents,
   Beginning of Year                         243,429      164,844    204,669

Cash and Cash Equivalents,
   End of Year                             $ 257,365    $ 243,429  $ 164,844 

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 25 year life and a 5 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.

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.

CASH AND CASH EQUIVALENTS

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.

<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 23, 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 40 year period, in monthly installments of approximately 
$3,841 (after interest subsidy payments of $6,597 monthly), including 
interest at 7.5485% per annum thru 2018.  Principal payments for the next 
five years are as follows:

                        1999           $27,116
                        2000            29,163
                        2001            31,311
                        2002            33,623
                        2003            36,113

The partnership is required to make monthly payments of $7,582 to MHFA for 
real estate taxes, insurance and a reserve for replacements.  Withdrawals 
must have the approval of MHFA.

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 - NOTE 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% of rents collected and a monthly bookkeeping fee of 
$385, 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.


NOTE 6 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value 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 
judgement and therefore cannot be determined with precision.  Changes in 
assumptions could affect the estimates.

The carrying amounts of cash and cash equivalents, tenant's security deposits
cash, tenant's accounts receivable, restricted deposits and funded reserves,
and accounts payable and other liabilities approximate their fair market 
values because of the short-term maturity of these instruments.

The Partnership obtained its mortgage financing under Section 236 of the 
National Housing Act, as amended, and is supported by a Section 8 rent 
subsidy contract.  Currently, no new mortgages are being insured under 
these combined programs.  Accordingly, management does not believe that it is 
practicable to estimate the fair value of its mortgage loan.  Additional 
information pertinent to the value of this loan is provided in Note 2.

<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).

(27)       Financial data schedule.                                    49

<PAGE>

                      APT HOUSING PARTNERS LIMITED PARTNERSHIP

                              FINANCIAL DATA SCHEDULE


This schedule contains summary financial information extracted from the 
balance sheet and statement of income on pages 18 through 19 of the 
Partnership's 1998 Annual Report on Form 10-K and is qualified in its 
entirety by reference to such financial statements.


Item Number   Item Description                              Year End 1998       

5-02(1)       Cash and cash items                          	$	155,218
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                          		155,218
5-02(13)      Property, plant and equipment                    		-0-
5-02(14)      Accumulated depreciation                         		-0-
5-02(18)      Total assets                                  		155,218
5-02(21)      Total current liabilities                       	17,101
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                    		138,117
5-02(32)      Total liabilities and stockholders' equity     	155,218



Item Number   Item Description                             Year Ended 1998      
5-03(b)1(a)   Net sales of tangible products                 	$  	-0-
5-03(b)1      Total revenues                                   		92,771
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                         		45,472
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              		47,299
5-03(b)(11)   Income tax expense                                		-0-
5-03(b)(14)   Income/loss continuing operations                		47,299
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                               		47,299
5-03(b)(20)   Earnings per share-primary                       		12.53
5-03(b)(20)   Earnings per share-fully diluted                 		12.53

<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



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