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, 1997

                       Commission File Number 2-84474

                   APT HOUSING PARTNERS LIMITED PARTNERSHIP

                     A Massachusetts Limited Partnership

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

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

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

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

                                     NONE


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed with the commission by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding twelve months (or such
shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.



                                 Yes   X    No



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

                      DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE



TOTAL NUMBER OF PAGES 50
INDEX TO EXHIBITS AT PAGE 15

<PAGE>

PART I

ITEM 1.	BUSINESS:

General

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

As a Limited Partner of each of the Local Limited Partnerships, the
Partnership does not have the right to participate in the management of
such Local Limited Partnerships or their operations.  The Partnership
retains certain rights with respect to voting on or approving certain
matters, including the sale of the housing developments.  By the existence
or exercise of such rights, it could be asserted that the Partnership was
taking part in the control of the Local Limited Partnerships' operations
and should thereby incur liability for all debts and obligations of the
Local Limited Partnerships.  If this were found to be the case, the
Partnership interest in one Local Limited Partnership could be reached by
creditors of another Local Limited Partnership.  The Partnership
has received opinions of counsel for the Local Limited Partnerships that
the existence and exercise of such rights will not subject it to liability
as a Local General Partner of the Local Limited Partnership.

Holders of the Partnership's limited partnership interests will need to bear
the economic risk of their investment for an indefinite period of time.
Transferability of the limited partnership interests is restricted so as
not to cause a termination of the Partnership for tax purposes.  In
California, Maine, New Hampshire, Pennsylvania and South Carolina,
transferability of the limited partnership interests is restricted to
transferees meeting the investor suitability standards.  In addition, a
transfer of limited partnership interests is subject to the consent of the
General Partner, which may be withheld in its sole discretion.

<PAGE>

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

Competition

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

Employees

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

<PAGE>

ITEM 2.	PROPERTIES:

The Partnership holds limited partnership interests in two (2) Local Limited
Partnerships as of December 31, 1997. Set forth is a schedule of the Local
Limited Partnerships including certain information concerning the
Apartment Complexes.

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

                                         										1997	1996	1995	1994	1993

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

Rockledge Apartments
Associates	                 June 22, 1984	 		      98%	 97%	  98.2%	100%	100%
Wakefield, MA  (60)

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

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

	ii)  Many of the tenants in HUD insured projects receive some form of
      rental assistance payments, primarily through the Section 8 Housing
      Assistance Payments Program ("Section 8 Program").  Apartment
      Complexes receiving assistance through the Section 8 Program will
      generally have limitations on the amount of rent which may be charged.
      One requirement imposed by HUD regulations effective for apartment
      complexes initially approved for Section 8 payments on or after
      November 5, 1979 is to limit the amount of the owner's annual cash
      distributions from operations to 10% of the owner's equity investment
      in an apartment complex if the apartment complex is intended for
      occupancy by families and to 6% of the owner's equity investment in an
      apartment complex intended for occupancy by elderly persons.  The
      owner's equity investment in the apartment complex is 10% of the
      project's replacement cost as determined by HUD.

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

<PAGE>

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

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

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

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

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

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

ITEM 3.	LEGAL PROCEEDINGS:

		      None.

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

		      None.

PART II

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

Limited partnership interests are not traded in a public market but were
sold through a public offering managed by American Investment Team, Inc.  It
is not anticipated that any public market will develop for the purchase and
sale of any limited partnership interest.  Limited partnership interests
may be transferred only if certain requirements are satisfied.  As of
March 15, 1998, there were 326 registered holders of an aggregate of 3,700
units of limited partnership interests in the Partnership.

<PAGE>

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

ITEM 6.	SELECTED FINANCIAL DATA:

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


                                            Year Ended December 31,
OPERATIONS                1997       1996       1995       1994       1993

Revenue               	$	2,610   	$	1,389   	$	1,884   	$	4,843   	$	1,507

Expenses	 	             46,464	 	  45,891 	   46,948	 	  46,713	    47,799

Loss before share of
losses of and
distributions from the
Local Limited
Partnerships	        ( 	43,854)	( 	44,502)	( 	45,064)	( 	41,870)	( 	46,292)

Distribution from Local
Limited Partnership		   87,903 	  	87,903 	  	87,064   		82,255    	96,546

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

Net income	           $	44,049	  $	43,401	  $	42,000	  $	40,385	  $	50,254

Net income per weighted
average limited
partnership unit  	   $	11.67 	  $	11.50 	  $	11.12  	 $	10.70 	  $	13.31


FINANCIAL POSITION

                                             December 31,

                       1997      1996       1995      1994        1993

Total assets	          $	108,175	$	64,360	  $	20,946 	$	179,140	  $	138,681

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

Total liabilities	     $	17,357 	$	17,591 	 $	17,578 	$ 	17,772	  $ 	17,698

Total partners'capital	$	90,818	 $	46,769   $	3,368 	 $	161,368	  $	120,983

Cash distributions per
limited partnership
unit                  	$	-0-	    $	-0-	     $	52.97	  $	-0-	      $	-0-

<PAGE>

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

Liquidity and Capital Resources

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

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

As of December 31, 1997, the Partnership has invested all of the net
proceeds available for investment.

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

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

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

Cash distributions received from a Local Limited Partnership amounted to
$87,903, $87,903, and $87,064 during the years ended December 31, 1997,
1996 and 1995, respectively.  These distributions were used to meet the
Partnership's obligations and, in 1995, to make distributions to its
partners.  The Partnership has invested in Local Limited Partnerships owning
housing developments which receive governmental assistance under programs
which restrict the cash return available to the housing development owners.
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.

<PAGE>

Results of Operations

The Partnership was formed to provide various benefits to its limited
partners as discussed in Part I, Item 1 of this Report.  It is anticipated
that the Local Limited Partnerships in which the Partnership has invested
will primarily produce tax losses of approximately $17,000 per $5,000
investment in approximately 14 to 17 full years of Partnership operations,
with approximately $11,000 of such tax losses occurring during the first 5
full years of Partnership operations (assuming the applicability of current
laws, regulations and court decisions).  The benefits received in the form
of tax savings may be reduced due to the enactment of the Tax Reform Act of
1986, depending on the individual circumstances of each Limited Partner.
There can be no assurance that the Partnership will be able to attain its
investment objectives.  The Partnership will not seek to sell its interest
in any housing development or Local Limited Partnership until proceeds of
such sale would supply sufficient cash to enable its Limited Partners to pay
applicable taxes.  Proceeds of such sales will not be reinvested.  It is not
expected that 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, 1997, 1996 and 1995, 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 $89,247,
$11,813, and $22,868,  respectively.  At December 31, 1997 and 1996, the
Partnership's cumulative share of losses of the Local Limited Partnerships
exceeded its investments by $484,824 and 395,577,  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 1997, 1996 and 1995 was due primarily to
cash distributions received of $87,903, $87,903 and  $87,064, respectively,
from one Local Limited Partnership which offset the Partnership's net
operating expenses in these years resulting in net income of $44,049,
$43,401, and $42,000, respectively.

The Partnership incurs an annual program management fee payable to
American Securities Team, Inc. ("AST") commencing in January, 1997 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 limited partners.
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 $36,907, $37,141, and $37,353, for 1997, 1996 and 1995,
respectively.

Administrative expenses consist of professional fees.

<PAGE>

Other

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

There are also substantial risks associated with the operations of
Apartment Complexes receiving government assistance.  These include:
governmental regulations concerning tenant eligibility which may make it
more difficult to rent apartments in the complexes; difficulties in
obtaining government approval for rent increases; limitations on the
percentage of income which low and moderate income tenants may pay as rent;
the possibility that Congress may not appropriate funds to enable the U.S.
Department of 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.

The Partnership has evaluated the potential impact of the situation
commonly referred to as the "Year 2000 Problem".  The Year 2000 Problem,
which is common to most companies, concerns the inability of information
systems, primarily computer software programs, to properly recognize and
process date sensitive information related to the year 2000.  Management
does not expect the Partnership to incur any significant expenses related to
this issue.

ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:

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

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

       	Not applicable

<PAGE>

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, 55, 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, 32, is the President, Chief Financial Officer,
Director and Shareholder of APT Financial Services, Inc.  Mr. Ewing joined
the company in December 1992, becoming its controller, and in December 1994,
he became the Company's President and Chief Financial Officer.  He is
responsible for new business development, corporate operations and the
development, implementation and review of all financial reporting systems
as well as compliance with applicable tax and regulatory requirements.
Prior to joining APT, Mr. Ewing was employed by Congress Realty Group of
Companies as assistant controller and the accounting firm of Robert Ercolini
and Company as a senior auditor.  Mr. Ewing is a Certified Public Accountant
in the Commonwealth of Massachusetts and a NASD registered Financial and
Operations Principal.  Mr. Ewing received his B.S. in Accountancy from
Bentley College and is a member of the American Institute of Certified
Public Accountants and the Massachusetts Society of Certified Public
Accountants.

THERESE M. COCHRAN, CPM, 40, is a Director and Shareholder of APT
Financial Services, Inc. and the President of American Properties Team, Inc.,
a wholly-owned subsidiary of APT Financial Services, Inc.  She is responsible
for the operations of the management company and new business development.
Ms. Cochran currently serves as an Executive Member of the Community
Associates Institute, is the Chairperson of the CAI Legislative Action
Committee and is a member of the Institute of Real Estate Management having
earned the designation of Certified Property Manager.

ELLIOT J. FEINER, BA, MBA, 59, is a Director and Shareholder of APT
Financial Services, Inc. and its subsidiaries.  Mr. Feiner graduated from
Brown University (BA-Economics, 1959) and Suffolk University (MBA, 1962).
He is a Certified Public Accountant.  Mr. Feiner was Vice President of
Finance for FMR Investment Management Services, Inc., a subsidiary of the
Fidelity Group, and is currently self-employed.

<PAGE>

J. STEWART HARVEY, JR., BSBA, MBA, 65, is a Director and Shareholder of APT
Financial Services, Inc., and its subsidiaries.  Mr. Harvey is Managing
Director of Aberdeen American Inc., an investment firm.  He has held the
position since 1985.  Prior to this, Mr. Harvey was Vice President and
Director of Gardner and Preston Moss, Inc.  He was Vice President and
Director of Research for Fidelity Management and Research Company, the
largest mutual funds firm in the country.  Mr. Harvey is a graduate of
Boston University (BSBA, 1960) and Northeastern University (MBA-Finance, 1966).

MICHAEL LEMOYNE KENNEDY, BA, JD, was a Director and Shareholder of APT
Financial Services, Inc., and its subsidiaries.  Mr. Kennedy was Chairman of
Citizens Energy Corporation, a non-profit energy company.  Citizens Energy,
through its partnership with Medco Containment, provides at cost, AZT to
low-income AIDS patients in several states.  Mr. Kennedy was a graduate of
Harvard College (BA, 1980) and the University of Virginia Law School
(JD, 1984).  Mr. Kennedy was also an active member of the boards of the
Robert F. Kennedy Memorial, the John F. Kennedy Library Foundation, the
Friends of Boston's Long Island Shelter, and The Pacific National Bank,
Santa Ana, CA.  During 1997, Mr. Kennedy passed away at the age of 39 and a
replacement director has not been selected.

ROBERT E. HALLAGAN, BS, MBA, 54, is a Director and Shareholder of APT
Financial Services, Inc., and its subsidiaries.  Mr. Hallagan is President
of Heidrick & Struggles, Inc., a worldwide executive search firm.  He has
been associated with the company since 1976.  Prior to this, he was an
Executive Vice President and Treasurer for Hawthorne Securities, and for
the Boston Stock Exchange.  Mr. Hallagan is a graduate of Deerfield Academy,
Williams College (BS, 1966), and Harvard Graduate School of Business
(MBA, 1970).

AFFILIATES:

APT FINANCIAL SERVICES INC., ("APT" OR "Company") is a Delaware corporation
organized on April 19, 1983.  The Company's principal office is located at
500 West Cummings Park, Woburn, MA.  APT Financial Services, Inc. and its
wholly-owned subsidiaries, American Properties Team, Inc., APT Asset
Management, Inc., 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.

<PAGE>

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 5,000 units of multi-family housing and
75,000 square feet of commercial space in Massachusetts, New York and
Indiana.  Of the 5,000 units under management, 1,200 are subsidized units
through Federal and State programs including Section 8, Section 13A, and
Section 236.

ITEM 11.	EXECUTIVE COMPENSATION:

The Partnership has no officers or directors.  The Partnership does not pay
or accrue any fees, salaries or other forms of compensation to directors or
officers of the General Partner for their services.  Under the terms of the
Partnership Agreement, the General Partner and affiliates are entitled to
receive compensation from the Partnership in consideration of certain
services rendered to the Partnership by such parties.  In addition, an
affiliate of the General Partner, American 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.

<PAGE>

As of March 15, 1998, 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   Name and Address of      Amount and Nature of      Percentage of
Class      Beneficial Ownership     Beneficial Ownership      Class

General    APT Asset Management,Inc.  $2000  Capital          2.000%
Partner-   500 West Cummings Park            contribution
ship       Suite 6050                        directly
Interest   Woburn, MA  01801                 owned

Limited    John M. Curry             $5,000  Capital          .1351%
Partner-   211 Commodore Dr.                 contribution
ship       Jupiter, FL 33477       (5 units) directly
Interest                                     owned

           Chistopher Burden        $275,000 Capital         7.4324%
           731 Hospital Trust Bldg.          contribution
           Providence, RI  02903  (275 units)directly
                                           		owned

           APT Asset Management, Inc. $7,000 Capital         1.7568%
           500 West Cummings Park            contribution
           Suite 6050              (65 units)directly
           Woburn, MA  01801                 owned


(b)	Changes in Control

		  None


ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:

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

<PAGE>

PART IV

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

(a) 1.		Financial Statements

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

     			Balance Sheets as of December 31, 1997 and 1996	              18

     			Statements of Income for the years ended
				     December 31, 1997, 1996 and 1995	                            19

	     	 Statements of Partners' Capital (Deficiency) for the years
         ended December 31, 1997, 1996 and 1995	                      20

     			Statements of Cash Flows for the years ended
 				    December 31, 1997, 1996 and 1995	                            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, 1997	                                           26

     			Schedule IV - Mortgage Loans on Real Estate as of December 31,
			      1997		                                                       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, 1997, 1996 and 1995

     			-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, 1997.

<PAGE>

                         INDEPENDENT AUDITOR'S REPORT


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


We have audited the accompanying balance sheets of APT Housing Partners
Limited Partnership (a Massachusetts Limited Partnership) as of December
31, 1997 and 1996, and the related statements of income, partners' capital
(deficiency), and cash flows for each of the three years in the period ended
December 31, 1997. 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 generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our 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, 1997 and 1996, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 1997
in conformity with generally accepted accounting principles.

<PAGE>

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental schedules listed in
the accompanying index on page 15 are presented for purposes of complying
with the Securities and Exchange Commission's rules and are not a required
part of the basic financial statements.  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
March 15, 1998

<PAGE>

                  APT HOUSING PARTNERS LIMITED PARTNERSHIP

                                BALANCE SHEETS

                                     ASSETS


                                                      December 31,
                                                  1997          1996

Investment in Local Limited Partnerships          $	-           $	-
Cash and cash equivalents	 	                       108,175	 	     64,360

		  	Total assets	                                $108,175 	    $	64,360



                 LIABILITIES AND PARTNERS' CAPITAL (DEFICIENCY)

Liabilities:
	Accrued expenses -
		Affiliate	                                      $	 8,857 	    $	 9,091
		Professional fees	                                	8,500	       	8,500
 			Total liabilities	 	                            17,357 	     	17,591

Commitments and contingencies

Partners' capital (deficiency):
	General partner 	                               ( 	37,509)   	( 	38,390)
	Limited partner, 3,700 partnership units
		authorized, issued and outstanding	 	            128,327 	     	85,159

			Total partners' capital (deficiency)	 	          90,818     	 	46,769

			Total liabilities and partners'
    capital (deficiency)	                        $	108,175	     $	64,360



                    See notes to financial statements.

<PAGE>

                     APT HOUSING PARTNERS LIMITED PARTNERSHIP

                               STATEMENTS OF INCOME


                                        For the years ended December 31,

                                        1997          1996          1995

Interest income	                        $	2,610 	     $	1,389 	     $	1,884

Operating expenses:
 	Management fees - affiliate		          36,907 	     	37,141      		37,353
	 Administrative	 	                       9,557      	 	8,750      	 	9,595

  		Total operating expenses 	 	         46,464 	     	45,891     	 	46,948

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

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

Share of losses of Local
	Limited Partnerships 	 	                   - 	 	         - 	 	         -

Net income	                            $	44,049 	    $	43,401 	    $	42,000

Limited partners' interest in
 net income                            $	43,168 	    $	42,533 	    $	41,160

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

Net income per limited
	partnership unit                       $	11.67	     $	11.50       	$	11.12


                    See notes to financial statements

<PAGE>

                    APT HOUSING PARTNERS LIMITED PARTNERSHIP

                   STATEMENTS OF PARTNERS' CAPITAL (DEFICIENCY)

               FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 and 1995




                               General          Limited
                               Partner          Partners          Total

Balance, December 31, 1994	  ($	36,098)        	$	197,466        	$	161,368

Net income	 	                      840	           	41,160 	         	42,000

Distributions                	( 	4,000)       	( 	196,000)       ( 	200,000)

Balance, December 31, 1995	  ( 	39,258)         	 	42,626          	 	3,368

Net income	 	                      868 	 	         42,533	 	         43,401

Balance, December 31, 1996  	( 	38,390)         	 	85,159           	46,769

Net income	 	                      881 	          	43,168 	         	44,049

Balance, December 31, 1997  	($	37,509)        	$	128,327          $	90,818



                          See notes to financial statements

<PAGE>

                    APT HOUSING PARTNERS LIMITED PARTNERSHIP

                            STATEMENTS OF CASH FLOWS


                                           For the years ended December 31,
                                           1997         1996        1995
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income	                               $	44,049	    $	43,401	   $	42,000
	Adjustments to reconcile net income to
  net cash	provided by operating activities:
			Change in operating assets and liabilities:
				  Increase (decrease) in accrued
       expenses	                             ( 	234)       	 	13     	( 	194)

	Net cash provided by operating activities	 	43,815    	 	43,414     	41,806

CASH FLOWS FROM FINANCING ACTIVITIES:
	Distributions to limited partners	            	- 	          -	   ( 	196,000)
	Distributions to general partner	 	            -  	 	       -   	(   	4,000)

	Net cash used in financing activities	 	       -	 	         -  	 ( 	200,000)

Net increase (decrease) in cash and
 cash equivalents	 	                         43,815	 	    43,414 	( 	154,194)

Cash and cash equivalents, beginning
 of year	 	                                  64,360 	 	   20,946 	 	 179,140

Cash and cash equivalents, end of year	   $	108,175 	   $	64,360 	  $	20,946


                           See notes to financial statements

<PAGE>

                    APT HOUSING PARTNERS LIMITED PARTNERSHIP

                         NOTES TO FINANCIAL STATEMENTS

              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995


1.	Organization and summary of significant accounting policies:

Organization:

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

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

Use of estimates:

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

Investment in Local Limited Partnerships:

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

Income taxes:

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

Statement of cash flows:

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

<PAGE>

                  APT HOUSING PARTNERS LIMITED PARTNERSHIP

                 NOTES TO FINANCIAL STATEMENTS - CONTINUED


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

   Net income per limited partnership unit:

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

2.	Allocation of benefits:

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

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

3.	Investment in Local Limited Partnerships:

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

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

   For the years ended December 31, 1997, 1996 and 1995, the aggregate share
   of losses of the Local Limited Partnerships attributable to the
   Partnership amounted to $89,247, $11,813, and $22,868,  respectively.  The
   Partnership's cumulative share of losses of the Local Limited
   Partnerships exceeded its investments by $484,824 at December 31, 1997
   and $395,577 at December 31, 1996.  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 and ($3,622,117) and ($3,469,767) at December 31,
   1997 and 1996, respectively.

   During 1997, 1996 and 1995, the Partnership received distributions of
   $87,903, $87,903, and $87,064,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.

<PAGE>

                    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, 1997 and 1996 was as follows:



                                                 December 31,
                                              1997             1996

Rental property                               $	7,597,934     	$	7,597,934
Accumulated depreciation                    	( 	4,039,745)   	( 	3,773,556)
Cash and cash equivalents		                       463,361        		464,868
Restricted assets and deposits		                  678,790        		601,273
Other assets 	 	                                  114,273       	 	119,041

			Total assets	 	                              4,814,613     	 	5,009,560

Mortgage loans payable		                        5,942,838      		5,991,356
Other liabilities	 	                              206,975 	       	168,384

			Total liabilities	 	                         6,149,813     	 	6,159,740

Partners' capital (deficiency)              	($	1,335,200)   	($	1,150,180)

Composition of partners' capital (deficiency):
		General partners	                            ($	104,890)      	($	97,262)
		Limited Partners                         	(  	1,230,310)  	(  	1,052,918)

			Partners' capital (deficiency)	           ($	1,335,200)   	($	1,150,180)


Summarized audited income statement information on a combined basis for
the Local Limited Partnerships for the years ended December 31, 1997, 1996
and 1995 was as follows:

                              For the years ended December 31,
                              1997           1996          1995

Revenues	                     $	1,661,392  	 $	1,662,166  	$	1,655,345

Net income (loss)	              ($	92,975) 	   ($	12,079)    ($	19,241)


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, 1997, the Partnership's uninsured cash and
cash equivalent balances totaled $10,612.  At December 31, 1996, the
Partnership's cash and cash equivalent balances were fully insured.

<PAGE>

                    APT HOUSING PARTNERS LIMITED PARTNERSHIP

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED


5.	Transactions with related parties:

Commencing in January, 1997, American Securities Team, Inc., an affiliate
of the General Partner of the Partnership, receives an annual program
management fee.  In 1996 and 1995, this fee was paid to American
Investment Team, Inc., also an affiliate of the General Partner of the
Partnership.  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, 1997, 1996 and 1995 amounted to
$36,907, $37,141, and $37,353,  respectively.  Of these amounts, $8,857 and
$9,091 remained unpaid at December 31, 1997 and 1996, 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, 1997 and 1996 approximate their fair values because of the
short-term maturity of these instruments.

<PAGE>

                    APT HOUSING PARTNERS LIMITED PARTNERSHIP
                             SCHEDULE III
      REAL ESTATE AND ACCUMULATED DEPRECIATION OF LOCAL LIMITED PARTNERSHIPS
                     Property Pledged as Collateral
                          DECEMBER 31, 1997

                                                                         Life
                                                                         on
                                                                         which
                                                                         Depre
                             Cost                                        ciati-
              Intial Cost    Capita-                                     on in
              to Partnership lized                            Year       Latest
              ______________ Subseq- Gross Amount at          of         Income
                     Build-  uent to which Carried At         Con-       Stat
                     ings    Acqui   Close of Period   Accum  struc      ement
                     and     sition: ________________  ulated tion/ Date is
Descr- Encum-       Impro-   Impro-       Improv-      Deprec Renov Acqu Compu
iption brances Land vements  vements Land ments  Total iation ation ired ted
_____  ______  ____ ______   _______ ____ _____  _____ ______ _____ ____ _____

Apart-
ment
Comp-
lexes

Rock-
ledge
Apart-
ments
Assoc-
iates
Wake-
field,
MA    (a)$90,000 $1,426,190 $462,170	$90,000	$1,888,360 $1,978,360 $1,142,946
                                                       1973 June,1984 25 years

Ashl-
and
Commons
Assoc-
iates
Ashl-
and,
MA   (a)215,210	5,560,343(155,979)	(b)215,210 5,404,364	5,619,574 2,896,799
                                                     1982 March, 1984 25 years

	     $305,210 $6,986,533 $306,191 $305,210 $7,292,724 $7,597,934	$4,039,745

(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 ,1997
   	is as follows:
  		Rockledge Apartments
		  Associates - 	$	1,978,360
  		Ashland Commons
		  Associates - 	 	4,970,347
		    Total      	$	6,948,707


              Cost of Property and Equipment       Accumulated Depreciation
                                Year Ended December 31,

             1997        1996       1995       1997       1996       1995

Balance at
beginning of
period     	 $7,597,934	$7,597,934 $7,597,934 $3,773,556	$3,507,367	$3,241,178

Additions
during
period
Improvements
Depreciation
expense                                         	266,189 		 266,189 		266,189

Reductions
during period:
	Dispositions

Balance at
end of
period	     $7,597,934	$7,597,934	$7,597,934 	$4,039,745	$3,773,556	$3,507,367

<PAGE>

                    APT HOUSING PARTNERS LIMITED PARTNERSHIP
                                SCHEDULE IV
          MORTGAGE LOANS ON REAL ESTATE OF LOCAL LIMITED PARTNERSHIPS
                              DECEMBER 31, 1997

                                                                 Principal
                                                                 Amount
                                                                 of Loans
                                                                 Subject to
                  Final    Periodic      Face       Carrying     Delinquent
Mortgage Interest Maturity Payment Prior Amount of  Amount of    Principal
Loan     rate(s)  Date     Terms   Leins Mortgages  Mortgages(a) or Interest
_______  _______  ________ ______  _____ __________ ___________  ___________
Rockledge
Apartments
Associates 7.5485% 7/1/19  monthly None	$	1,477,000 	$	1,228,943 None

Ashland
Commons
Associates 11.728% 5/1/24  monthly None  	5,108,100 	 	4,713,895 None

	                                       $	6,585,100 	$	5,942,838

(a)	The aggregate carrying amounts for Federal income tax purposes at
    December 31, 1997 are the same as those amounts listed above.


                                    Carrying Amount of Mortgages
                                       Year Ended December 31,
                                   1997           1996         1995
Balance at beginning of period    	$	5,991,356   	$	6,035,522  $	6,075,751
Additions during period:
	New mortgage loans
 Other (describe)
Deductions during period:
	Payments of principal	              ( 	48,518)    	( 	44,166)	  ( 	40,229)
	Other (describe)

Balance at end of period          	$	5,942,838    $	5,991,356 	$	6,035,522

<PAGE>

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


                        	REPORT ON FINANCIAL STATEMENTS


                 	YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995



















<PAGE>

                                      CONTENTS

                                                                   		Page
Auditors' Report	                                                    3

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













<PAGE>

                       	INDEPENDENT AUDITORS' REPORT


                                                          February 3, 1998

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, 1997,
1996, and 1995 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 statement presentation.  We
believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Ashland Commons
Associates as of December 31, 1997, 1996, and 1995 and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

<PAGE>

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

                                 BALANCE SHEET

                                    	ASSETS

                                               DECEMBER 31,
                                     1997          1996          1995

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        	2,896,799   	2,695,603   	2,494,407

   Net Property and Equipment	       2,722,775	   2,923,971	   3,125,167

Cash and Cash Equivalents	             219,932	     300,024	     320,686
Rents and Other Receivables	             5,252	       3,059	       3,452
Prepaid Expenses	                       10,322	      10,445	      10,454
Escrow Deposits	                        75,536	      61,340	      68,513
Restricted Cash -
   Tenants' Security Deposits	          14,612	      14,503	      12,643
Reserve for Replacements	              266,538	     225,309	     185,439
Residual Receipts Reserve	             165,700	      85,458	      61,366
Deferred Charges                  	     93,433      	98,341     	103,249
                                   $	3,574,100  $	3,722,450  $	3,890,969

                      	LIABILITIES AND PARTNERS' DEFICIT
LIABILITIES:
   Mortgage Loan Payable -
     Note 2                        $	4,713,895  $	4,738,829  $	4,761,016
   Accrued Interest Payable	            46,071	      46,314	      46,531
   Accounts Payable and Accrued
     Expenses	                          58,650	      28,096	      89,787
   Tenants' Security Deposits
     Payable	                           14,612	      13,912	      12,643
   Prepaid Rents                  	        167    	       1          	87

       TOTAL LIABILITIES            	4,833,395   	4,827,152   	4,910,064

COMMITMENTS AND CONTINGENCIES
   Notes 2,3 and 4

PARTNERS' DEFICIT - Note 4
   General Partners                  	(107,636)   	(100,679)    	(96,827)
   Limited Partners                	(1,151,659) 	(1,004,023)   	(922,268)

       TOTAL PARTNERS' DEFICIT     	(1,259,295) 	(1,104,702) 	(1,019,095)

                                   $	3,574,100  $	3,722,450  $	3,890,969


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

<PAGE>

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

                          	STATEMENT OF OPERATIONS


                                          YEAR ENDED DECEMBER 31,
                                     1997          1996          1995



RENT AND RELATED INCOME           $	1,222,987    $	1,232,925    $	1,221,215

OPERATING EXPENSES:
   Administrative and Marketing	      155,371	       162,765	       155,877
   Utilities	                          57,270	        33,938	        42,785
   Maintenance and Repair	            224,503	       169,617	       191,553
   Real Estate Tax	                    66,827	        72,905	        75,666
   Interest	                          577,914	       580,735	       583,309
   Insurance	                          34,885	        35,575	        35,487
   Depreciation and Amortization     	206,104    	   206,104    	   206,104

   Total Operating Expenses       	 1,322,874    	 1,261,639    	 1,290,781

OPERATING LOSS                       	(99,887)      	(28,714)	      (69,566)

OTHER INCOME - Interest               	37,339        	35,152        	32,704

NET INCOME (LOSS)                   $	(62,548)       $	6,438      $	(36,862)

NET INCOME (LOSS) TO GENERAL
   PARTNERS                         $ 	(2,815)       $  	290      $ 	(1,659)

NET INCOME (LOSS) TO LIMITED
   PARTNERS                         $	(59,733)       $	6,148      $	(35,203)




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

<PAGE>

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

                       	STATEMENT OF PARTNERS' DEFICIT

             	FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995



                                                  General      Limited
                                    Total         Partner      Partners

BALANCE, at December 31, 1994    $	(891,066)   $	(91,066)   $	(800,000)

Net loss	                           (36,862)	     (1,659)	     (35,203)

Distributions                    	  (91,167)   	  (4,102)  	   (87,065)

BALANCE, at December 31, 1995   	(1,019,095)    	(96,827)    	(922,268)

Net income	                           6,438	         290	        6,148

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

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

Net loss	                           (62,548)     	(2,815)     	(59,733)

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

BALANCE, at December 31, 1997  $	(1,259,295)  $	(107,636) $	(1,151,659)

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






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

<PAGE>

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

                           	  STATEMENT OF CASH FLOWS

                                            YEARS ENDED DECEMBER 31,

                                              1997       1996       1995

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                        $	(62,548)   $	6,438  $	(36,862)

Adjustments to reconcile Net Income (Loss)
	to Net Cash (Used) by Operating Activities:
		Depreciation and Amortization	           206,104	   206,104	   206,104
		(Increase) Decrease in Receivables	       (2,193)	      393	    14,289
		(Increase) Decrease in Prepaid Expenses	     123	         9	    25,100
		(Increase) Decrease in Escrow Deposits	  (14,196)	    7,173	   (29,564)
		(Increase) Decrease in Restricted Cash	     (109)	   (1,860)	    1,155
		Increase (Decrease) in Accounts Payable
		  and Accrued Expenses	                   30,311	   (61,908)	  (29,673)
		Increase (Decrease) in Tenants Security
		  Deposits	                                  700	     1,269	      (814)
		Increase (Decrease) in Prepaid Rents    	    166  	     (86) 	      55

Net Cash Provided (Used) by Operating
		Activities                              	158,358   	157,532  	 149,790

CASH FLOWS FROM INVESTING ACTIVITIES:
 (Increase) Decrease in Reserve for
		Replacements                            	(41,229)  	(39,870)  	(22,245)
 (Increase) Decrease in Residual Receipts
		Reserve                                 	(80,242)  	(24,092)  	(11,965)

Net Cash Provided (Used) by Investing
	Activities                              	(121,471)  	(63,962)  	(34,210)

CASH FLOWS FROM FINANCING ACTIVITIES:
	Decrease in Mortgage Loan Payable	        (24,934)	  (22,187)  	(19,743)
	Distributions to Partners                	(92,045)  	(92,045)  	(91,167)

Net Cash Used by Financing Activities    	(116,979) 	(114,232) 	(110,910)

Net Increase (Decrease) in Cash and
	Cash Equivalents	                         (80,092)	  (20,662)	    4,670

Cash and Cash Equivalents,
	Beginning of Year                        	300,024   	320,686   	316,016

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

Supplemental Disclosure:
	Cash Paid During Year For Interest      $	576,623  $	587,042  $	583,419

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

<PAGE>

                           	ASHLAND COMMONS ASSOCIATES
                             	(a limited partnership)

                              	PROJECT NO: 023-35279

                         	SUMMARY OF ACCOUNTING POLICIES

BASIS OF ACCOUNTING

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

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

PROPERTY, EQUIPMENT AND DEPRECIATION

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

AMORTIZATION

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

INCOME TAXES

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

CASH AND CASH EQUIVALENTS

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

ESTIMATES

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

<PAGE>

                         	ASHLAND COMMONS ASSOCIATES
	                          (a limited partnership)

                           	PROJECT NO: 023-35279

                       	NOTES TO FINANCIAL STATEMENTS

NOTE 1 - GENERAL

Ashland Commons Associates is a Massachusetts limited partnership which was
formed on September 29, 1982  for the purpose of owning, rehabilitating and
operating a multi-unit apartment complex containing 96 residential units
under the provisions of Section 221 (d)(4) of the National Housing Act.  The
partnership has a Section 8 contract with HUD to receive rent subsidy equal
to approximately 83% of the total rental income.  This contract expires
September, 2002.

NOTE 2 - MORTGAGE LOAN PAYABLE

The mortgage note is insured by the Federal Housing Administration (FHA)
and is payable in monthly installments of approximately $48,283, including
interest at 11.728% per annum, through 2024.  Annual principal payments will
average approximately $35,868 each year for the next five years.

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

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


NOTE 3 - RELATED PARTY TRANSACTIONS

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


NOTE 4 - CAPITAL DISTRIBUTION RESTRICTION

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

<PAGE>

                          	ASHLAND COMMONS ASSOCIATES
	                           (a limited partnership)

	                             PROJECT NO: 023-35279

                         	NOTES TO FINANCIAL STATEMENTS
                                     Continued


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, tenants' 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 and
supported under these combined programs.  Accordingly, management does not
believe that it is practicable to estimate the fair value of its mortgage
loan.  Additional information pertinent to the value of this loan is
provided in Note 2.

<PAGE>

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


                       	REPORT ON FINANCIAL STATEMENTS


               	YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
















<PAGE>

                                   CONTENTS

                                                                     		Page

Auditors' Report	                                                      3

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






<PAGE>

                      	INDEPENDENT AUDITORS' REPORT


                                                         February 4, 1998

To the Partners of
Rockledge Apartments Associates
Woburn, Massachusetts


We have audited the accompanying balance sheet of Rockledge Apartments
Associates, Project No. 71-187-N, (a limited partnership) as of December
31, 1997, 1996, and 1995 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 statement presentation.  We believe that
our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Rockledge Apartments
Associates as of December 31, 1997, 1996, and 1995 and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

<PAGE>

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

                                 	BALANCE SHEET


                                     	ASSETS

                                               DECEMBER 31,
                                     1997          1996          1995

Property and Equipment
  (Mortgaged) - Note 2
   Land                              $	90,000    $	90,000        $	90,000
   Building	                        1,624,825	  1,624,825	      1,624,825
   Equipment and Furnishings     	    263,535    	263,535    	    263,535
	                                   1,978,360	  1,978,360	      1,978,360
   Less:
    Accumulated Depreciation     	  1,142,946  	1,077,953      	1,012,960

   Net Property and Equipment	        835,414	    900,407	        965,400

Cash and Cash Equivalents	            243,429	    164,844	        204,669
Rents and Other Receivables	            5,266	      7,196	         14,340
Escrow Deposits	                       26,604	     16,219	         17,420
Restricted Cash -
  Tenants' Security Deposits	          25,287	     25,103	         24,086
Reserve for Replacements	             104,513	    173,341	        118,074
Deferred Charges                       	--          	--               	55
                                  $	1,240,513 $	1,287,110     $	1,344,044

                      	LIABILITIES AND PARTNERS' DEFICIT

LIABILITIES:
   Mortgage Loan Payable -
     Note 2                       $	1,228,943 $	1,252,527    $	1,274,506
   Note payable -
     Affiliate (Note 3)	               28,052	     35,922	        43,665
   Accrued Interest Payable	            1,841	      1,977	         2,104
   Accounts Payable and Accrued
     Expenses	                         28,731	     18,802	        26,862
   Tenants' Security Deposits
     Payable	                          25,287	     23,358	        23,868
   Prepaid Rents                  	     3,564    	      2           	--

       TOTAL LIABILITIES           	1,316,418   1,332,588     	1,371,005

COMMITMENTS AND CONTINGENCIES
   Notes 2,3 and 4

PARTNERS' DEFICIT - Note 4

   General Partner	                     2,746	      3,659	         4,215
   Limited Partner                   	(78,651)   	(49,137)      	(31,176)

       TOTAL PARTNERS' DEFICIT       	(75,905)   	(45,478)      	(26,961)

                                  $	1,240,513 $	1,287,110    $	1,344,044

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

<PAGE>

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

                             	STATEMENT OF OPERATIONS



                                          YEAR ENDED DECEMBER 31,
                                     1997          1996          1995



RENT AND RELATED INCOME         $	383,550      $	375,241     $	386,168

OPERATING EXPENSES:
   Administrative and Marketing	   85,095	        85,653	       69,742
   Utilities	                      47,791	        46,256	       44,090
   Maintenance and Repair	        167,323	       157,368	      125,273
   Real Estate Tax	                34,785	        24,035	       43,163
   Interest	                       25,976	        28,648	       30,822
   Insurance	                       5,530	         5,598	        5,578
   Depreciation and Amortization  	64,993    	    65,048       	65,137

   Total Operating Expenses      	431,493       	412,606      	383,805

OPERATING INCOME (LOSS)          	(47,943)      	(37,365)       	2,363

OTHER INCOME - Interest           	17,516    	    18,848       	15,258

NET INCOME (LOSS)               $	(30,427)     $	(18,517)     $	17,621

NET INCOME (LOSS) TO GENERAL
   PARTNERS                        $	(913)        $	(556)        $	529

NET INCOME (LOSS) TO LIMITED
   PARTNERS                     $	(29,514)     $	(17,961)     $	17,092




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

<PAGE>

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

                       	STATEMENT OF PARTNERS' DEFICIT

              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995



                                                  General      Limited
                                    Total         Partner      Partners

BALANCE, at December 31, 1994   $	(44,582)        $	3,686     $	(48,268)

Net income                    	    17,621            	529       	17,092

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

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

BALANCE, at December 31, 1997    	(45,478)    	     3,659      	(49,137)

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

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

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








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

<PAGE>

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

                         	  STATEMENT OF CASH FLOWS

                                                 YEAR ENDED DECEMBER 31,

                                                 1997       1996      1995

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                           $	(30,427) $	(18,517) $	17,621

Adjustments to reconcile Net Income (Loss)
	to Net Cash (Used) by Operating Activities:
		Depreciation and Amortization	               64,993	     65,048	  65,137
		(Increase) Decrease in Receivables	           1,930	      7,144	  (3,540)
		(Increase) Decrease in Prepaid Expenses	        --	         --	    5,745
		(Increase) Decrease in Escrow Deposits	     (10,385)	     1,201	  (3,394)
		(Increase) Decrease in Restricted Cash	        (184)	    (1,017)	 (3,256)
		Increase (Decrease) in Accounts Payable
		  and Accrued Expenses	                       9,793	     (8,187)	  5,757
		Increase (Decrease) in Tenants Security
		  Deposits	                                   1,929	       (510)	  3,619
		Increase (Decrease) in Prepaid Rents    	     3,562  	        2 	    (90)

Net Cash Provided (Used) by Operating
		Activities                              	    41,211  	   45,164  	87,599

CASH FLOWS FROM INVESTING ACTIVITIES:
 (Increase) Decrease in Reserve for
		Replacements                            	    68,828  	  (55,267) 	 4,628

Net Cash Provided (Used) by Investing
	Activities                                	   68,828 	   (55,267) 	 4,628

CASH FLOWS FROM FINANCING ACTIVITIES:
	Decrease in Mortgage Loan Payable	           (23,584)	   (21,979)	(20,486)
	Note payable - affiliate                     	(7,870)    	(7,743) 	(1,812)

Net Cash Used by Financing Activities        	(31,454)   	(29,722)	(22,298)

Net Increase (Decrease) in Cash and
	Cash Equivalents	                             78,585	    (39,825)	 69,929

Cash and Cash Equivalents,
	Beginning of Year                         	  164,844  	  204,669  134,740

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

Supplemental Disclosure:
	Cash Paid During Year For Interest          $	24,488    $	26,220 $	33,645



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

<PAGE>

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

                     	   SUMMARY OF ACCOUNTING POLICIES

BASIS OF ACCOUNTING

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

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

PROPERTY, EQUIPMENT AND DEPRECIATION

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


INCOME TAXES

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


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 date of three months
or less to be cash equivalents.

<PAGE>

                       ROCKLEDGE APARTMENTS ASSOCIATES
	                          (a limited partnership)

                           	PROJECT NO: 71-187-N

                       	NOTES TO FINANCIAL STATEMENTS



NOTE 1 - GENERAL

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


NOTE 2 - MORTGAGE LOAN PAYABLE

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

			     1998        $ 25,310
			     1999          27,116
			     2000          29,163
			     2001          31,311
			     2002          33,623

The partnership is required to make monthly payments of $7,418 to MHFA for
real estate taxes, insurance, and a reserve for replacements.  Withdrawals
must have the approval of MHFA.

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

NOTE 3 - NOTE PAYABLE

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

<PAGE>

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

                     	NOTES TO FINANCIAL STATEMENTS
	                             (Continued)



NOTE 4 - RELATED PARTY TRANSACTIONS

The partnership pays to an affiliate of a general partner a monthly
management fee of 6% of rents collected and a monthly bookkeeping fee of
$385, and an annual fee of $1,862 to another affiliate of a general partner.


NOTE 5 - CAPITAL DISTRIBUTION RESTRICTION

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


NOTE 6 - FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

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

<PAGE>

                              INDEX TO EXHIBITS

                                                                Sequentially
Exhibit                                                         Numbered
No.                            Description                      Page

(3)             Articles of Incorporation and By-laws:  The
                registrant is not incorporated.  The partnership
                Agreement was filed with the registrant's Registration
                Statement on Form S-11 (#2-84474) and is incorporated
                herein by reference.

(10.1)          Purchase and Sale Agreement, dated as of March
                30, 1984, relating to Ashland Commons Associates
                (filed with Registrant's Form 8-K dated March 30,
                1984 and incorporated herein by reference).

(10.2)          Purchase and Sale Agreement, dated as of April 30, 1984,
                relating to Historic Cohoes, II (filed with
                Registrant's Form 8-K dated April 30,1984 and
                incorporated herein by reference).

(10.3)          Purchase and Sale Agreement, dated as of June 22,
                1984, relating to Rockledge Apartment Associates
                (filed with Registrant's Form 8-K dated June 22,
                1984 and incorporated herein by reference).

(10.4)          Withdrawal of APT Housing Partners Limited Partners
                as a Limited Partner in a Local Limited Partnership,
                dated as of December 18, 1986, relating to Historic
                Cohoes, II, (filed with Registrant's Form 8-K dated
                March 30, 1987 and incorporated herein by reference).

(27)            Financial data schedule.                                  49

<PAGE>

                 APT HOUSING PARTNERS LIMITED PARTNERSHIP

                        FINANCIAL DATA SCHEDULE


This schedule contains summary financial information extracted from the
balance sheet and statement of income on pages 18 through 19 of the
Partnership's 1997 Annual Report on Form 10-K and is qualified in its
entirety by reference to such financial statements.


Item Number  Item Description                                    Year End
                                                                 1997
5-02(1)      Cash and cash items                                	$	108,175
5-02(2)      Marketable securities                                 		-0-
5-02(3)(a)(1)Notes and accounts receivable-trade                   		-0-
5-02(4)      Allowance for doubtful accounts                       		-0-
5-02(6)      Inventory                                              	-0-
5-02(9)      Total current assets                                		108,175
5-02(13)     Property, plant and equipment                         		-0-
5-02(14)     Accumulated depreciation                              		-0-
5-02(18)     Total assets                                        		108,175
5-02(21)     Total current liabilities                             	17,357
5-02(22)     Bonds, mortgages and similar debt                     		-0-
5-02(28)     Preferred stock-mandatory redemption                  		-0-
5-02(29)     Preferred stock-no mandatory redemption               		-0-
5-02(30)     Common stock                                          		-0-
5-02(31)     Other stockholders' equity                            	90,818
5-02(32)     Total liabilities and stockholders' equity          		108,175


Item Number  Item Description                                    Year Ended
                                                                 1997

5-03(b)1(a)  Net sales of tangible products                      $	  -0-
5-03(b)1     Total revenues                                      		90,513
5-03(b)2(a)  Cost of tangible goods sold                           		-0-
5-03(b)2     Total costs and expenses applicable to sales and
              revenues                                             		-0-
5-03(b)3     Other costs and expenses                            		46,464
5-03(b)5     Provision for doubtful accounts and notes             		-0-
5-03(b)(8)   Interest and amortization of debt discount            		-0-
5-03(b)(10)  Income before taxes and other items                 		44,049
5-03(b)(11)  Income tax expense                                    		-0-
5-03(b)(14)  Income/loss continuing operations                   		44,049
5-03(b)(15)  Discontinued operations                               		-0-
5-03(b)(17)  Extraordinary items                                   		-0-
5-03(b)(18)  Cumulative effect- changes in accounting principles   		-0-
5-03(b)(19)  Net income or loss                                  		44,049
5-03(b)(20)  Earnings per share-primary                           		11.67
5-03(b)(20)  Earnings per share-fully diluted                     		11.67

<PAGE>

                                 SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.


                                				APT HOUSING PARTNERS LIMITED PARTNERSHIP




                               					By:  APT Asset Management, Inc.
					                                    General Partner


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


























WP7/APT/APTH97S.10K




See notes to financial statements.