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, 2001

	      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].

There were 3,700 units of limited partnership
interests held in the Partnership at March 15, 2002.


	DOCUMENTS INCORPORATED BY REFERENCE

				NONE



TOTAL NUMBER OF PAGES 49
INDEX TO EXHIBITS AT PAGE 15





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 share-
holder is John M. Curry.

The Partnership's business is to invest, as a limited
partner, in Local Limited Partnerships owning govern-
ment-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 pro-
vided 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.





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 is 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.




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").



ITEM 2.	PROPERTIES:

The Partnership holds limited partnership interests in
two (2) Local Limited Partnerships as of December 31,
2001. Set forth is a schedule of the Local Limited
Partnerships including certain information concerning
the Apartment Complexes.

Name and Location 		    % Units Occupied							     	% of Units Occupied
(Number of Units)	 Date Acquired  at December 31,
			                2001 2000 1999 1998
Ashland Commons	 March 30,1984  96%  97%  100% 100%
Associates,
Ashland, MA (96)	                1997
                                  99%

Rockledge Apart-	June 22, 1984   2001 2000 1999 1998
ments Assoicates			    95%  98%  97%   97%
Wakefield, MA (60)		    1997
                                  98%



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.

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 principaland 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.

Pursuant to HUD's efforts to provide for the nation's
housing needs, the Multifamily Assisted Housing Reform
and Affordability Act (MAHRAA) of 1997, as amended, was
enacted.  In this Act, Congress set forth the
legislation for a permanent "mark-to-market" program
and provided for permanent authority for the renewal of
Section 8 Contracts. wners with Section 8 contracts
expiring after September 30 ,1998 are subject to the
provisions of AHRAA.On Sept.11,1998 Hud issued interim
rule to provide clarification of the implementation
of the mark-tomarket program.
Since then, revised guidance has been provided through
various HUD housing notices, most recently HUD
"Section 8 Renewal Policy Guide", which addresses
project-based Section 8 contracts expiring in fiscal
year 2001.

Under this notice, project owners have several options
for Section 8 contract renewals, depending on the type
of project and rent level.  Options include marking
rents up to market, renewing other contracts with rents
at or below market, referring projects to the Office of
Multifamily Housing Assistance Restructuring (OMHAR)
for mark-to market or"OMHAR lite" renewals, renewing
contracts that are exempted from referral to OMHAR,
renewing contracts for portfolio re-engineering
demonstration and preservation projects, and opting
out of the Section 8 program.  Owners must
submit their option to HUD at least 120 days before
expiration of their contract.  Each option contains
specific rules andprocedures that must be followed to
comply with the requirements of the Section 8 Renewal
Policy Guide.

As such, each Local Limited Partnership may choose to
either opt out of the Section 8 program, request
mortgage restructuring and renewal of the Section 8
contract, or request renewal of the Section 8 contract
without mortgage restructuring.  Each option contains
a specific set of rules and procedures that must be
followed in order to comply with the requirements of
MAHRAA.

The Partnership cannot reasonably predict legislative
initiatives and governmental budget negotiations, the
outcome of which could result in a reduction in funds
available for the various federal and state
administered housing programsincluding the Section 8
program.  Such changes could adversely affect the
future net operating income and debt structure
of certain Local Limited Partnerships currently
receiving such subsidy or similar subsidies.

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
PARTNERSHIPINTERESTS 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, 2002, there were 328 registered holders
of an aggregate of 3,700 units of limited partnership
interests in the Partnership.



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.

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
		2001   2000    1999 	1998   1997
Revenue	8,260  11,202   7,297	4,868  2,610

Expenses	52,309 54,033  46,212   45,472 46,464

Loss before(44,049)(42,831)(38,915)(40,604)(43,854)
share of
losses of
and distri-
butions
from Local
Limited
Partnerships

Distribu-	74,511 87,903  87,903  87,903	 87,903
tion from
Local Ltd
Partnership

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

Net Income	30,462 45,0072  48,988  47,299 44,049

Net income    8.07   11.94   19.98   12.53  11.67
per
weighted
average
limited
partner-
ship unit

FINANCIAL POSITION

					December 31,

		2001	  2000    1999    1998     1997
Total
Assets	282,041  2,224  203,385 155,218  108,175

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

Total
Liabilities  19,402  20,047  16,280  17,101   17,357

Total part-
ners'
capital     262,639 232,177  187,105 138,117  90,818

Cash
Distribu-
tions per
limited
partnership
unit		  -0-      -0-    -0-      -0-    -0-

ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIALCONDITION 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, 2001, 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 hasno other significant capital commitments.


Pursuant to HUD's efforts to provide for the nation's
housing needs, the Multifamily Assisted Housing Reform
and Affordability Act (MAHRAA) of 1997, as amended, was
enacted.  In this Act, Congress set forth the
legislation for a permanent "mark-to-market" program
and provided for permanent authority for the renewal
of Section 8 Contracts.Owners with Section 8 contracts
expiring after September 30 ,1998 are subject to the
provisions of  MAHRAA.  On September 11, 1998, HUD
ssued an interim rule to provide clarification of the
implementation of the mark-to-market program.  Since
then, revised guidance has been provided through
various HUD housing notices, most recently HUD
"Section 8 Renewal Policy Guide" which addresses
project-based Section 8 contracts expiring in fiscal
year 2001.

Under this notice, project owners have several options
for Section 8 contract renewals, depending on the type
of project and rent level.  Options include marking
rents up to market, renewing other contracts with rents
at or below market, referring projects to the Office of
Multifamily Housing Assistance Restructuring (OMHAR)
for mark-to market or "OMHAR lite" renewals, renewing
contracts that are exempted from referral to OMHAR,
renewing contracts for portfolio re-engineering
demonstration and preservation projects, and opting out
of the Section 8 program.  Owners mustsubmit their
option to HUD at least 120 days before expiration of
their contract.  Each option contains specific rules
and procedures that must be followed to comply with the
requirements of the Section 8 Renewal Policy Guide.

As such, each Local Limited Partnership may choose to
either opt out of the Section 8 program, request
mortgage restructuring and renewal of the Section 8
contract, or request renewal of the Section 8 contract
without mortgage restructuring.  Each option contains a
specific set of rules and procedures that must be
followed in order to comply withthe requirements of
MAHRAA.

The Partnership cannot reasonably predict legislative
initiatives and governmental budget negotiations, the
outcome of which could result in a reduction in funds
available for the various federal and state
administered housing programs including the Section 8
program.  Such changes could adversely affect the
future net operating income and debt structure
of certain Local Limited Partnerships currently
receiving such subsidy or similar subsidies.

Cash distributions received from a Local Limited
Partnership amounted to $74,511, $87,903, and $87,903
during the years ended December 31, 2001, 2000 and
1999, respectively.  These distributions were used to
meet the Partnership's obligations.  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.
The Partnership believes that it will continue to
receive cash distributions from a Local Limited
Partnership 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.


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 proceedsof 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 any
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, 2001,
2000 and 1999, 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 $128,958, $158,415
and  $239,501, respectively.  At December 31, 2001 and
2000, the Partnership's cumulative share of losses of
the Local Limited Partnerships exceeded its investments
by $1,131,973 and $1,003,015,  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 2001, 2000 and 1999 was
due primarily to cash distributions received of $74,511,
$87,903 and  $87,903, respectively, from one Local
Limited Partnership which offset the Partnership's net
operating expenses in these years resulting in net
income of $30,462, $45,072 and $48,988, respectively.

The Partnership incurs an annual program management fee
payable to American Securities Team, Inc. ("AST")
commencing in January, 1998 and to American Investment
Team, Inc. ("AIT"), for the years prior thereto, both
affiliates of the General Partner, for managing the
affairs of the Partnership and for providing investor
services to the limitedpartners.  The fee to the
affiliate is equal to .5% of invested assets plus the
Local Limited Partnerships' annualized
outstanding nonrecourse debt.  The fee amounted to
$35,746, $36,597 and $35,830, for 2001, 2000 and 1999,
respectively.

Administrative expenses consist of professional fees.




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 incomewhich
low and moderate income tenants may pay as rent; the
possibility that Congress may not appropriate funds to
enable the U.S. Department of Housing and Urban
Development to make the rental assistance payments it
has contracted to make; and that, 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 7(A)  MARKET RISK:

The Partnership maintains cash and cash equivalents in
a financial institution which is insured by the Federal Deposit
Insurance Corporation (FDIC) up to $100,000.  The
Partnership does not believe these financial
instruments are subject to significant market risk.

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 ONACCOUNTING AND FINANCIAL DISCLOSURE:

Not applicable



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, 59, 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, 36, 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, hebecame 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 theAmerican Institute of
Certified Public Accountants and the Massachusetts
Society of Certified Public Accountants.

J. STEWART HARVEY, JR., BSBA, MBA, 69, 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).






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., American
Securities Team, 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 third
party entities, primarily condominium associations.
Currently, the Company manages approximately 4,000
condominium units in Massachusetts.

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 an approved U.S. Department of Housing and Urban
Development ("HUD") Title II nonsupervised mortgagee,
and was, until January 1, 1997, a NASD registered
broker-dealer for both public and private placements.
Until January 1, 1997, the company also served as
investor services agent for over 570 clients who have
invested $30 million of equity in the
Company's developments.

AMERICAN SECURITIES TEAM, INC. ("AST") is a
Massachusetts corporation organized on December 19,
1996.  AST commenced operations on January 1, 1997,
at which date it acquired AIT's NASD registered broker-
dealer and investor services operations.  The company
serves as investor services agent for over 570 clients
who have invested $30 million of equity in the
Company's developments.

APT MANAGEMENT, INC. (formerly known as Curry
Management, Inc.) is a Massachusetts corporation
organized on June 19, 1987.   The company provides
property management services to both multi-family and
commercial properties.  Currently, the company manages
over 1,300 units of multi-family housing and 75,000
square feet of commercial space in Massachusetts,
New York and Indiana.  Of the 1,300 units under
management, 1,200 are subsidized units through
Federal and State programs including Section 8,
Section 13A, and Section 236.





ITEM 11.	EXECUTIVE COMPENSATION:

The Partnership has no officers or directors.  The
Partnership does not pay or accrue any fees, salaries
or other forms ofcompensation 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 Securities 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 APT Management, 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.

As of March 15, 2002, 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
of Class			Name and Address of
				Beneficial Ownership:

General Partnership	APT Asset Management, Inc.
Interest			500 West Cummings Park
				Suite 6050, Woburn, MA 01801

Amount and Nature of 	$2,000 Capital Contribution
Beneficial			Directly Owned
Ownership:

Percentage of Class	$2.000%


Title of Class:

Limited			Name and Address of
Partnership 		Beneficial Ownership:
Interest
				John M. Curry
				220 Celestial Way, Unit #3
				Juno Beach, FL 33408-2359

Amount and Nature of
Beneficial Ownership:	$5,000 Capital contribution
				(5 units) directly owned

Percentage of Class:	.1351%



Limited Partnership	Chistopher Burden
	Interest		731 Hospital Trust Bldg.
				Providence, RI  02903

Amount and Nature of	$ 275,000 Capital
Benefical Ownership	contribution-
 				(275 units)directly owned

Percentage of Class:	7.4324%



Limited			APT Asset Management, Inc.
Partnership			500 West Cummings Park
Interest			Suite 6050
				Woburn, MA  01801

Amount and Nature		$   7,000 Capital
of Beneficial 		contribution-
Ownership:			 (65 units)directly
				owned

Percentage of Clas:	1.7568%

(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.

PART IV

ITEM 14.	FINANCIAL STATEMENTS, SCHEDULES, EXHIBITS
AND REPORTS ON FORM 8K:


(a) 1. Financial Statements

Independent Auditor's Report of Robert 		Page:
Ercolini PAGE
Company LLP							16-17

Balance Sheets as of December 31, 2001
and 2000							18

Statements of Income for the years ended
December 31, 2001, 2000 and 1999			19

Statements of Partners' Capital (Deficiency)
for the years ended
December 31, 2001, 2000 and 1999			20

Statements of Cash Flows for the years
ended
December 31, 2001, 2000 and 1999			21

Notes to Financial Statements				22-25

(a) 2. Financial Statement Schedules

Schedules Applicable to Local Limited Partnerships

Schedule III - Real Estate and Accumulated
Depreciation as of December 31, 2001		26

Schedule IV - Mortgage Loans on Real Estate
as of December 31,2001					27

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, 2001, 2000 and 1999

-Ashland Commons Associates				28-37
-Rockledge Apartments Associates	 		38-47

(a) 3. Exhibits

The exhibits listed on the accompanying Index
to Exhibits on page 48 are filed as part of
this report or incorporated herein by
reference.

(b) Reports on Form 8-K

No reports on Form 8-K were filed by the
Partnership during the fiscal quarter ended
December 31, 2001.

	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, 2001 and 2000,
and the related statements of income, partners' capital
(deficiency), and cash flows for each of the three
years in the period ended December 31, 2001. 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 Associates 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 included for the Local Limited
Partnerships, is based solely on the reports of the
other auditors.

We conducted our audits in accordance with auditing
standards generally accepted in the United States of
America.  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 audits and the
reports of other auditors provide a reasonable basis
for our opinion.

In our opinion, based on our audits and the reports of
other auditors, the financial statements referred to
above present fairly, in all material respects, the
financial position of APT Housing Partners Limited
Partnership as of December 31, 2001 and 2000, and the
results of its operations and its cash flows for
each of the three years in the period ended December
31, 2001 in conformity with accounting principles
 generally accepted in the United States of America.


Our audits were made for the purpose of forming an
opinion on the basic financial statements taken as
supplemental schedules listed in the accompanying
index on page 15 are presented for purposes of
complying with the Securities and Exchange Commissions
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 financial statements taken
as a whole.

Robert Ercolini & Company LLP

Boston, Massachusetts
February 18, 2002


	APT HOUSING PARTNERS LIMITED PARTNERSHIP

	               BALANCE SHEETS

	                   ASSETS



                          December 31,

    				2001    		2000
Investment in Local
Limited Partnerships	$  -			$ -

Cash and cash
equivalents	  		282,041	  	252,224

Total assets		282,041		252,224


LIABILITIES AND PARTNERS' CAPITAL (DEFICIENCY)

Liabilities:
Accrued expenses - 	 7,696		 8,547
Affiliate

Professional fees	  	11,706	  	11,500

Total liabilities	  	19,402	  	20,047


Commitments and contingencies

Partners' capital (deficiency):

General partner		(34,072)		(34,681)
Limited partner,3,700
partnership units
authorized, issued and
outstanding	  		296,711	  	266,858

Total partners'
capital (deficiency)	262,639	  	232,177

Total liabilities
and partners'
capital (deficiency)	282,041		252,224


	APT HOUSING PARTNERS LIMITED PARTNERSHIP

	             STATEMENTS OF INCOME


             For the years ended December 31,
 			2001  	2000  	1999

Interest income $	8,260		11,202	7,297

Operating expenses:
Management fees
 - affiliate	35,746	36,597	35,830
Administrative	16,563	17,436	10,382

Total operating
expenses	 	52,309	54,033	46,212

Loss before share
of losses of and
distributions
from Local Limited
Partnerships
			(44,049)	(42,831)	(38,915)


Distribution from
Local Limited
Partnership
			74,511	87,903	 87,903

Share of losses of
LocalLimited
Partnerships	-  	 	-   		 -

Net income		$30,462	$45,072	$48,988

Limited partners'
interest in net
income 		$29,853	$44,170	$48,008

Weighted average
number of
outstanding
limited
partnership units	 3,700	3,700	 	3,700

Net income per limited
partnership unit

			$8.07  	$11.94	$12.98


	APT HOUSING PARTNERS LIMITED PARTNERSHIP

	STATEMENTS OF PARTNERS' CAPITAL (DEFICIENCY)

	FOR THE YEARS ENDED DECEMBER 31, 2001,

	2000 and 1999

			General	Limited
			Partner	Partners	Total

Balance,
December 31, 1998	($36,563)	$174,680	$138,117

Net income	 	980	 	48,008	48,988

Balance, December
 31, 1999		(35,583)	222,688	187,105

Net income	 	    902	44,170	 45,072


Balance,
December 31,
2000			(34,681)	266,858	232,177

Net income	 	609	 	29,853	30,462

Balance,
December 31,
2001			($34,072)	296,711	262,639




	APT HOUSING PARTNERS LIMITED PARTNERSHIP

		STATEMENTS OF CASH FLOWS

             For the years ended December 31,

   				2001  	2000  	1999
CASH FLOWS FROM
OPERATING ACTIVITIES:

Net income			$30,462	$45,072	48,988
Adjustments to
reconcile net
income to net cash
provided by operating
activities:

Change in operating
assets and liabilities:
  Increase (decrease)
  in accrued expenses	(645)	 	3,767		(821)

Net cash provided by
operating activities	29,817	48,839	48,167

Net increase in
cash and cash
equivalents	 		29,817	48,839	48,167

Cash and cash
equivalents, beginning
of year	 		252,224	203,385	155,218

Cash and cash
equivalents,
end of year			282,041	252,224	203,385


	APT HOUSING PARTNERS LIMITED PARTNERSHIP

	NOTES TO FINANCIAL STATEMENTS

	FOR THE YEARS ENDED DECEMBER 31,

	2001, 2000 AND 1999


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 1997.  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 accounting principles generally accepted in the
United States of America 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.

Investment securities:

Investment securities are classified as available for
sale and as a result are stated at fair value.
Management determines the appropriate classification
of securities at the time of purchase and reevaluates
such determination on each balance sheet date.
Amortization of premiums and accretion of discounts
are reflected in interest income. Realized gains
and losses on the sale of securities are included
in operations.  The cost of securities sold is
determined using the specific identification method.


	APT HOUSING PARTNERS LIMITED PARTNERSHIP

	NOTES TO FINANCIAL STATEMENTS - CONTINUED


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

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 at December 31, 2000
a short-term U.S. Treasury Bill with a carrying value
of $198,162.  Cash equivalents are carried at fair
value which approximates their cost.

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.

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.

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, 2001, 2000 and 1999,
the aggregate share of losses of the Local Limited
Partnerships attributable to the Partnership amounted
to $128,958, $158,415 and $239,501, respectively.
The Partnership's cumulative share of losses of the
Local Limited Partnerships exceeded its investments
by $1,131,973 at December 31, 2001 and $1,003,015
at December 31, 2000.  Accordingly, the investments
have been reduced to zero and have not 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 ($3,843,435) and
($3,895,151) at December 31, 2001 and 2000,
respectively.

During 2001, 2000 and 1999, the Partnership received
distributions of $74,511, $87,903, and $87,903,
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.



	APT HOUSING PARTNERS LIMITED PARTNERSHIP

	NOTES TO FINANCIAL STATEMENTS - CONTINUED


3.Investment in Local Limited Partnerships-continued:

Summarized audited balance sheet information on a
combined basis for the Local Limited Partnerships as
of December 31, 2001 and 2000 was as follows:


                    	December 31,

				2001			2000

Rental property		$7,597,934		$7,597,934
Accumulated
depreciation		(5,104,501)		(4,838,312)
Cash and cash
equivalents			245,196		297,070
Restricted assets
and deposits		625,242		618,298
Other assets	  	99,602	  	103,888

Total assets	  	3,463,473	  	3,778,878

Mortgage loans payable	5,695,219		5,766,301
Other liabilities	  	144,635	  	176,014

Total liabilities	  	5,839,854	  	5,942,315

Partners' capital
 (deficiency)	($	2,376,381)	($	2,163,437)

Composition of
partners'capital
(deficiency):

General partners	($	163,702)	($	154,227)
Limited Partners	(  	2,212,679)	(  	2,009,210)

Partners' capital
 (deficiency)	($	2,376,381)	($	2,163,437)

Summarized audited income statement information on a
combined basis for the Local Limited Partnerships
for the years ended December 31, 2001, 2000 and 1999
was as follows:


                  For the years ended December 31,

			2001		2000		1999
Revenues	 $	1,658,306	1,684,354	1,647,968

Net income
 (loss)		($134,922)	($175,852)	($250,431)


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, 2001, the Partnership's uninsured cash
and cash equivalent balance totaled $187,619.
At December 31, 2000, cash equivalents included a
three month U.S. Treasury Bill which was backed by
the full faith and credit of the U.S. Government and
the remainder of the Partnership's cash and cash
equivalent balances were fully insured.



	APT HOUSING PARTNERS LIMITED PARTNERSHIP

	NOTES TO FINANCIAL STATEMENTS - CONTINUED


4.	Cash and cash equivalents - continued:

The Partnership's investment in the U.S. Treasury Bill
at December 31, 2000 earned interest at the rate of
5.37% and it matured on March 1, 2001.  The estimated
fair value of the investment approximated its amortized
cost and therefore, there were no significant
unrealized gains or losses as of December 31, 2000.
There were no realized gains or losses on the
disposition of investment securities.

5.	Transactions with related parties:

American Securities 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, 2001,
2000 and 1999 amounted to $35,746, $36,597 and
$35,830, respectively.  Of these amounts,
$7,696 and $8,547 remained unpaid at December 31,
2001 and 2000, 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, 2001 and 2000
approximate their fair values because of the short-
term maturity of these instruments.



APT HOUSING PARTNERS LIMITED PARTNERSHIP
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION OF LOCAL
LIMITED PARTNERSHIPS
Property Pledged as Collateral
DECEMBER 31, 2001
						Initial Cost to
						Partnership
Description:	Encumbrances:	Land:
Apartment
Complexes

ROCKLEDGE		(a)			$90,000
APARTMENTS
ASSOCIATES
Wakefield, MA

			Initial Cost to
			Partnership		Cost Capitalized
			Buildings and	Subsequent to
			Improvements	Acquisition:
						Improvements

			1,426,190		$426,170

			Gross Amount at which Carried at
			Close of Period:

			Land:			Buildings and
						Improvements:
			$90,000		$1,888,360

			Total (c):		Accumulated
						Depreciation:
			$1,978,360		$1,402,918

			Year of Construction/Renovation:
			1973

			Date Acquired:  June, 1984

			Life on which Depreciation in
			Latest Income Statement is Computed:
			25 years

ASHLAND COMMONS	Encumbrances	Initial Cost to
ASHLAND COMMONS				Partnership:
ASSOCIATES					Land:
ASHLAND, MA		(a)			$215,210

			Initial Cost to	Cost Capitalized
			Partnership		Subsequent to
			Buildings and	Acquisition:
			Improvements	Improvements
			$5,560,343		(155,979)(b)

			Gross Amount at which Carried
			at Close of Period:
						Buildings and
			Land:			Improvements:
			215,210		5,404,364

			Total (c)
			5,619,574

			Accumulated Depreciation:
			3,701,583

			Year of Construction/Renovation:
			1982

			Date Acquired:
			March, 1984

			Life on which Depreciation in Latest
			Income Statement is computed:
			25 years

Totals
ROCKLEDGE
APARTMENTS
ASSOCIATIONS
ASHLAND COMMONS
ASSOCIATES:

Initial Cost to Partnersip:
Land:  $305,210  Building & Improvements $6,986,533

Cost Capitalized Subsequent to Acquisition:
Improvements - $306,191

Gross Amount at which Carried At Close of Period
Land: $305,210  Building & Improvements $7,292,724

Total (c) $7,597,934

Accumulated Deprecition  $5,104,501

(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, 2001 is as follows:

Rockledge Apartments Associates	$1,978,360

Ashland Commons Associates		$4,970,347

Total:					$6,948,707



			Cost of Property and Equipment
			Year Ended December 31
			2001		2000		1999

Balance at 		7,597,934	7,597,934	7,597,934
beginning
of period

Additions during
period:
 Improvements
 Depreciation
 Expense
 Dispositions

Balance at end
of period		$7,597,934	$7,597,934	$7,597.934

			Accumulated Depreciation
			2001		2000		1999

Balance at
beginning
of period		$4,838,312	4,572,123	4,305,934

Additions
during period:
  Improvements
  Depreciation
  Expense		   266,189	  266,189     266,189
Reductions during
period:
  Didpositions

Balance at end of
period:		Cost of Property and Equipment
			2001		2000		1999

			7,597,934	7,597,934	7,597.934

			     Accumulated Depreciation
			2001		2000		1999

			5,104,501	4,838,312	4,572,123




	APT HOUSING PARTNERS LIMITED PARTNERSHIP
	SCHEDULE IV
	MORTGAGE LOANS ON REAL ESTATE OF LOCAL LIMITED
	PARTNERSHIPS
	DECEMBER 31, 2001



Mortgage Loan	Interest rate(s)	Final Maturity
						Date
Rockledge
Apartments
Associates		7.5485%		7/1/19

			Periodic		Prior Liens
			Payment
			Terms			None

			monthly

			Face Amount		Carrying Amount
			Of Mortgages	of Mortgages(a)

			$1,477,000		$1,115,993

			Principal Amount of Loans
			Subject to delinquent
			Principal or Interest

			None




Mortgage Loan	Interest rate(s)	Final Maturity
						Date

Ashland Commons
Associates		11.728%		5/1/24

			Periodic Payment	Prior
			Terms			Liens

			monthly		None

			Face Amount		Carrying Amount
			of Mortgages	of Mortgages (a)

			$5,108,100		$4,579,226

			Principal Amount of Loans
			Subject to Delinquent
			Principal or Interest

			None


Rockledge 		Face Amount		Carrying Amount
Apartments		of Mortgages	of Mortgages
Ashland
Commons		Total			Total

			$6,585,100		$5,695,219


(a)	The aggregate carrying amounts for Federal
income tax purposes at December 31, 2001 are the
same as those amounts listed above.


			Carrying Amount of Mortgages

			Year Ended December 31,

			2001		2000		1999

Balance at 		5,766,301	5,830,851	5,889,508
beginning of
period:

Additions during
period:
New Mortgage loans
Other (describe)

Deductions during
period:
Payments of
Principal		( 71,082)	( 64,550)	(  58,657)
Other(describe)

Balance at end
of period		$5,695,219	$5,766,301	$5,830,851




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


		REPORT ON FINANCIAL STATEMENTS


	YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999



CONTENTS						Page

Independent Auditors' Report			3

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



             INDEPENDENT AUDITORS' REPORT


				January 19, 2002

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, 2001, 2000
and 1999 and the related statements of operations,
partners' 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 Ashland Commons Associates
as of December 31, 2001, 2000 and 1999 and the
results of its operations and its cash flow for the
years then ended in conformity with generally accepted
accounting principles.



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

			BALANCE SHEET

					DECEMBER 31,
			2001		2000		1999
	ASSETS

Property and
Equipment
(Mortgaged)
Note 2
Land			$ 215,210	$ 215,210	$ 215,210
Building		5,030,902	5,030,902	5,030,902
Equipment and
Furnishings		  373,462	  373,462	  373,462

			5,619,574	5,619,574	5,619,574

Less:
Accumulated
Depreciation	3,701,583	3,500,387	3,299,191

Net Property
and Equipment	1,917,991	2,119,187	2,320,383

Cash and Cash
Equivalents		45,113	85,372	82,179

Rents and other
Receivables:	10,782	7,355		9,012

Prepaid Expenses	9,543		10,370	10,272

Escrow Deposits	85,128	81,127	71,230

Restricted Cash -
  Tenants' Security
  Deposits		18,071	17,303	15,880

Reserve for
replacements	117,324	149,583	212,165

Residual Receipts
Reserve		204,041	195,284	184,355

Deferred Chages	73,801	78,709	83,617

			$2,481,794	$2,744,290	$2,989,093

		LIABILITIES AND PARTNERS' DEFICIT

LIABILITIES:
Mortgage Loan
Payable
Note 2		4,579,226	4,618,996	4,654,385

Accrued Interest
Payable		44,754	45,143	45,489

Accounts Payable
and Accrued
Expenses		35,212	50,407	41,891

Tenants Security
Deposits
  Payable		17,050	15,058	15,039

Prepaid Rents	   283	 3,617	 3,207

TOTAL LIABILITIES	4,676,525	4,733,221	4,760,011

COMMITMENTS AND
CONTINGENCIES
Notes 2,3 and 4
PARTNERS' DEFICIT
Note 4
 General Partners	  (149,731)	(140,470)	(130,659)
 Limited Partners	(2,045,000)	(1,848,461	(1,640,259)

TOTAL PARTNERS'
DEFICIT		(2,194,731	(1,988,931)	(1,770,918)

			$2,481,794	$2,744,290	$2,989,093

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

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

		STATEMENT OF OPERATIONS

			YEAR ENDED DECEMBER 31
			2001		2000		1999
RENT AND
RELATED INCOME  $	1,228,507  $1,228,758	$1,233,498

OPERATING EXPENSES:

Administrative
and Marketing	157,472	144,819	143,116

Utilities		54,935	27,116	70,427

Maintenance and
Repair		274,190	327,176	384,411

Real Estate Tax	66,951	64,807	74,246

Interest		562,220	566,833	570,938

Insurance		51,437	45,313	39,796

Depreciation and
Amortization	206,104	206,104	206,104

Total Operating
Expenses		1,373,309	1,382,168	1,489,038

OPERATING LOSS	(144,802)	(153,410)	(255,540)

OTHER INCOME-
Interest		17,024	27,724	27,724

NET LOSS		$(127,778)	$(125,686)	$(227,816)

NET LOSS TO
GENERAL PARTNERS	$(5,750)	$ (5,669)	$ (10,252)

NET LOSS TO
LIMITED
PARTNERS		$(122,028)	$123,299)	$217,564)




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

		STATEMENT OF PARTNERS' DEFICIT

		FOR THE YEARS ENDED DECEMBER 31, 2001,
		 2000, 1999

					General	Limited
			Total		Partner	Partners

Balance, at
December 31,
1998		   $	(1,451,057)	(116,265)	(1,334,792)

Net Loss		(227,816)	(10,252)	(217,564)

Distributions	(92,045)	4,142)	(87,903)

BALANCE, at
Decmeber 31,
1999			(1,770,918)	(130,659)	(1,640,259)

Net Loss		(125,968)	(5,669)	(120,299)

Distributions	(92,045)	(4,142)	(87,903)

BALANCE, at
December 31,2000 (1,988,931)	(140,470)	(1,848,461)

Net Loss		(127,778)	(5,750)	(122,028)

Distributions	(78,022)	(3,511)	(74,511)

BALANCE, at
December 31,
2001			(2,194,731)	(149,731)	(2,045,000)

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


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

		STATEMENT OF CASH FLOWS

			YEAR ENDED DECEMBER 31,
			2001		2000		1999

CASH FLOWS FROM
OPERATING
ACTIVITIES:

Net Loss	     $(127,778)	(125,968)	(227,816)

Adjustments to
reconcile Net
Loss to Net
Cash Provided
(Used) by
Operating
Activities:

Depreciation and
Amortization	206,104	206,104	206,104

(Increase)
Decrease in
Receivables		(3,427)	1,657		(859)

(Increase)
Decrease in
Prepaid
Expenses		827		(98)		65

(Increase)
Decrease in
Escrow Deposits	(4,001)	(9,897)	(13,996)

(Increase)
Decrease in
Restricted
Cash			(768)		(1,423)	(1,618)

Increase (Decrease)
in Accounts
Payable and
Accrued Expenses	(15,584)	8,170		(1,334)

Increase (Decrease)
in Tenants
Security Deposits	1,992		   19		   815

Increase (Decrease)
in Prepaid Rents	(3,334)	  410		(3,260)

Net Cash Provided
(Used) by Operating
Activities		54,031	78,974	(41,899)

CASH FLOWS FROM
INVESTING
ACTIVITIES:
(Increase)
Decrease in
Reserve
for replacements	32,259	62,582	74,156

(Increase)
Decrease in
Residual Receipts
Reserve		(8,757)	(10,929)	(9,470)

Net Cash Provided
(Used by Invest-
ing Activities	23,502	51,563	64,686

CASH FLOWS FROM
FINANCING
ACTIVITIES:
Decrease in
Mortgage Loan
Payable		(39,770)	(35,389)	(31,490)
Distributions
to Partners		(78,022)	(92,045)	(92,045

Net Cash Used
by Financing
Activities		(117,792)	(127,434)	(123,535)

Net Increase	(40,259)	3,193		(100,748)
(Decrease) in
Cash and
Cash Equiva-
lents

Cash and Cash
Equivalents,
Beginning
of Year		85,372	82,179	182,927

Cash and Cash
Equivalents,
End of Year		45,113	85,372	82,179

Supplemental
Disclosure:
Cash Paid
During Year
For Interest	$562,527	$567,105	$571,180

        	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.


		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 for the next five
years will be as follows:

			Year			 Amount
			2002			$ 44,691
			2003	  		  50,223
			2004	  		  56,441
			2005	  		  63,428
			2006	  		  71,280

The partnership is required to make monthly payments
of $4,162 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.  In addition, the
affiliate receives fees for other services rendered.
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. Total fees for the year ended December 31,
2001 are $55,607.

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.


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


            REPORT ON FINANCIAL STATEMENTS


     YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999



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



		INDEPENDENT AUDITORS' REPORT

			      January 17, 2002

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, 2001, 2000,
and 1999 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, 2001, 2000, and 1999 and the
results of its operations and its cash flow for the
years then ended in conformity with generally accepted
accounting principles.



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

	              BALANCE SHEET

			December 31,

			2000		2001		1999
	ASSETS

Property and
Equipment
(Mortgaged)
-Note2
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
Depareciation	1,402,918	1,337,925	1,272,932

Net Property and
Equipment		575,442	640,435	705,428

Cash and Cash
Equivalents		200,083	211,698	266,628

Rents and Other
Receivables		5,476		7,454		4,887

Escro Deposits	21,463	18,669	17,641

Restricted Cash-
Tenants'Security
Deposits		26,754	28,987	26,281

Reserve for
Replacements	127,505	103,512	99,258

Excess rent
income escrow	24,956	23,832	  -
			$981,679	$1,034,587	$1,120,123

		LIABILITIES AND PARTNERS'DEFICIT

LIABILITIES:
Mortgage Loan
Payable -
Note 2		1,115,993	1,176,466	1,203,633

Note Payable
Affiliate
Note 3		    4,840	   20,046	   20,046

Accrued Interest
Payable		    1,185	    1,537	    1,695

Accounts Payable
and Accrued
Expenses		    16,286	   20,590	   29,749

Tenants' Security
Deposits		    24,199	   25,409	   24,689

Prepaid Rents		 826	      415	      115

TOTAL
LIABILITIES		1,163,329	  11,244,463  1,280,107

COMMITMENTS AND
CONTINGENCIES
Notes 2,3 and 4
PARTNERS'DEFICIT
Note 4
General Partner	(13,971)	 1,293	  1,971
Limited Partner	(167,679)	(125,633)	 (103,696)

TOTAL PARTNERS'
DEFICIT		(181,650)	(124,340)	 (101,725)

			$981,679	$1,120,123	$1,178,382




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

               STATEMENT OF OPERATIONS

			YEAR ENDED DECEMBER 31,
			2001		2000		1999

RENT AND RELATED
INCOME		429,799	410,257	373,637

OPERATING
EXPENSES:
Administrative
& Marketing		91,815	103,029	86,128

Utilities		53,860	59,837	44,696

Maintenance
and Repair		176,439	188,264	151,824

Real Estate Tax	40,109	38,851	37,432

Interest		14,602	16,763	18,788

Insurance		7,357		6,301		5,500

Depreciation and
Amortization	64,993	64,993	64,993

Total Operating
Expenses		449,175	478,038	409,361

OPERATING INCOME
(LOSS)		(19,376)	(67,781)	(35,724)

OTHER INCOME -
Interest		12,232	17,615	13,109

NET INCOME (LOSS)	(7,144)	(50,166)	(22,615)

NET INCOME (LOSS)
TO GENERAL
PARTNERS		(214)		(15,050)	(678)

NET INCOME (loss)
TO LIMITED
PARTNERS		(6,930)	(35,116)	(21,937)




		ROCKLEDGE APARTMENTS ASSOCIATES
		   (a limnited partnership)
		    PROJECT NO:  71-187-n

       STATEMENT OF PARTNERS' EQUITY(DEFICIT)

FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, 1999

					General	Limited
			Total		Partner	Partner

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

Net loss		 (22,615)	 (678)	 (21,937)

BALANCE, at
Decemeber 31,
1999			(124,340)	 1,293	(125,633)

Net loss		(50,166)	(15,050)	(35,116)

BALANCE, at
December 31,
2000			(174,506)	(13,757)	(160,749)

Net loss		(7,144)	(214)		(6,930)

BALANCE, at
December 31,
2001			(181,650)	(13,971)	(167,679)


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

	         STATEMENT OF CASH FLOWS

				YEAR ENDED DECEMBER 31,
			2001		2000		1999
CASH FLOWS
FROM
ACTIVITIES:

Net Loss		(7,144)	(50,166)	(22,615)

Adjustments to
reconcile
Net Loss to Net
Cash Provided
(Used)by
Operating
Activities:

Depreciation
and Amortiza-
tion 			64,993	64,993	64,993

(Increase)
Decrease in
Receivables		 1,978	(2,567)	 2,499

(Increase)
Decrease in
Escrow Deposits	(2,794)	(1,028)	  746

(Increase)
Decrease in
Restricted
Deposits		2,233		(2,706)	  330

(Increase)
Decrease in
Accounts
Payable and
Accrued
Expenses		(7,138)	2,482		(9,317)

Increase
(Decrease) in
Tenants
Security
Deposits		   169	(1,379)	  540

Increase
(Decrease) in
Prepaid Rents	   790	 (379)	  300

Net Cash
Provided (Used)
by Operating
Activities		53,087	9,250		37,476

CASH FLOWS FROM
INVESTING
ACTIVITIES:
Increase in
excess rent
income escrow	(1,124)	(23,832)	 -
(Increase)
Decrease in
Reserve for
Replacements	(23,993)	(4,254)	(1,046)

			(25,117)	(28,086)	(1,046)

CASH FLOWS FROM
FINANCING
ACTIVITIES:
Decrease in
Mortgage Loan
Payable		(31,311)	(29,162)	(27,167)

Note Payable-
Affiliate		(8,274)	(6,932)	   -

Net Cash Used
by Financing
Activities		(39,585)	(36,094)	(27,167)

Net Increase
(Decrease)
in Cash and
Cash
Equivalents		(11,615)	(54,930)	9,263

Cash and Cash
Equivalents,
Beginning of
Year			211,698	266,628	257,365

Cash and Cash
Equivalents
End of Year		200,083	211,698	266,628

Supplemental
Disclosure:
Cash Paid
During Year
for Interest	16,358	20,847	28,793





		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.



		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:

			2002	$33,623
			2003	 36,113
			2004	 38,794
			2005	 42,334
			2006	 44,795

The partnership is required to make monthly payments
of $8,029 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 and
principal payments are payable only from
Distributable Cash and residual amounts of Net Capital
Transactions proceeds.


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

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.  Total expenses
are $30,544, $29,035, and $27,499 respectively.

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.




INDEPENDENT AUDITORS' REPORT ON COMPLIANCE WITH
SPECIFIC REQUIREMENTS APPLICABLE TO NONMAJOR HUD
PROGRAM TRANSACTIONS


To the Partners of
Rockledge Apartments Associates
Woburn, Massachusetts


We have audited the financial statements of Rockledge
Apartments Associates as of and for the year ended
December 31, 1999, and have issued our report thereon
dated January 2, 2000.

In connection with our audit of the 1999 financial
statements of Rockledge Apartments Associates and
with our consideration of Rockledge Apartments
Associates' internal controls used to administer
HUD programs, as required by the Consolidated Audit
Guide for Audits of HUD Programs (the Guide) issued
by the U.S. Department of Housing and Urban
Development, we selected certain transactions
applicable to certain nonmajor HUD-assisted programs
for the year ended December 31, 1999.

As required by the Guide, we performed auditing
procedures to test compliance with the requirements
governing (types of services allowed or not allowed,
tenant application, eligibility, reporting, special
tests and provisions of HUD contracts) that are
applicable to those transactions.  Our procedures
were substantially less in scope than an audit, the
object of which is the expression of an opinion on
Rockledge Apartments Associates' compliance with
these requirements.  Accordingly, we do not express
such an opinion.

The results of our tests disclosed no instances of
non-compliance that are required to be reported
herein under the Guide.

This report is intended solely for the information
and use of the general partner, management, and the
Department of Housing and Urban Development and is
not intended to be and should not be used by anyone
other than these specified
parties.

January 27, 2000




			INDEX TO EXHIBITS
							Suquentially
							Numbered
Exhibit No.		Description			Page

(3)			Articles of Incorpora-
			tion and By-laws.  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
			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).






	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
2001 Annual Report on Form 10-K and is qualified in
its entirety by reference to such financial
statements.


Item Number		Item Description 	  	Year End
     	         				   	2001
5-02(1)		Cash and cash items	$252,224
5-02(2)		Marketable securities	-0-
5-02(3)(a)(1)     Notes and accounts
			receivable-trade-in	-0-
5-02(4)		Allowance for 		-0-
			doubtful accounts
5-02(6)		Inventory			-0-
5-02(9)		Total current assets	252,224
5-02(13)		Property, plant and
			equipment			-0-
5-02(14)		Accumulated			-0-
			depreciation
5-02(18)		Total assets		252,224
5-02(21)
			Total current		20,047
			liabilities
5-02(22)		Bonds, mortgages		-0-
			and similar debt
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'	232,177
			equity

5-02(32)		Total liabilities 	252,224
			and stockholders'
			 equity

5-03(b)1(a)		Net sales of tangible	-0-
			products
5-03(b)1		Total revenues		99,105

5-03(b)2(a)		Cost of tangible		-0-
			goods sold

5-03(b)2		Total costs and 		-0-
			expenses applicable
			to sales and revenues

5-03(b)3		Other costs and 		54,033
			expenses

5-03(b)5		Provision for 		-0-
			doubtful accounts
			and notes

5-03(b)(8)		Interest and 		-0-
			amortization of
			debt discount

5-03(b)(10)		Income before 		45,072
			taxes and other
			items

5-03(b)(11)		Income tax expense	-0-

5-03(b)(14)		Income/loss
			continuing operations	45,072

5-03(b)(15)		Discontinued 		-0-
			operations

5-03(b)(17)		Extraordinary items	-0-

5-03(b)(18)		Cumulative effect- 	-0-
			changes in accounting
			principles

5-03(b)(19)		Net income or loss	45,072

5-03(b)(20)		Earnings per share-	11.94
			primary

5-03(b)(20)		Earnings per share-	11.94
			fully diluted




			     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: 	John M. Curry - President
      APT ASSET MANAGEMENT, INC.



Date: