SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   Form 10-KSB
(Mark One)
[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
         1934

                    For the fiscal year ended December 31, 2002

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
         OF 1934

                For the transition period from _________to _________

                         Commission file number 0-14570

                             MCCOMBS REALTY PARTNERS
                 (Name of small business issuer in its charter)

         California                                              33-0068732
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                          55 Beattie Place, PO Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)

                    Issuer's telephone number (864) 239-1000

           Securities registered under Section 12(b) of the Exchange Act:

                                      None

           Securities registered under Section 12(g) of the Exchange Act:

                      Units of Limited Partnership Interest
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X No___

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of the  Partnership's  knowledge  in  definitive  proxy or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year.  $1,423,000

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests as of December 31, 2002. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  The discussions of the  Registrant's
business  and  results  of  operations,   including  forward-looking  statements
pertaining to such matters,  do not take into account the effects of any changes
to the  Registrant's  business  and results of  operations.  Actual  results may
differ  materially  from those described in the  forward-looking  statements and
will  be  affected  by  a  variety  of  risks  and  factors  including,  without
limitation:  national and local economic  conditions;  the terms of governmental
regulations that affect the Registrant and interpretations of those regulations;
the competitive  environment in which the Registrant operates;  financing risks,
including the risk that cash flows from  operations may be  insufficient to meet
required  payments of  principal  and  interest;  real estate  risks,  including
variations  of real  estate  values and the  general  economic  climate in local
markets and competition for tenants in such markets; and possible  environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

                                     PART I

Item 1.     Description of Business

McCombs Realty  Partners  ("Partnership"  or  "Registrant")  is a  publicly-held
limited  partnership  organized under the California Uniform Limited Partnership
Act on June 22, 1984. The Partnership's general partner is CRPTEX, Inc., a Texas
Corporation  (the "General  Partner" and formerly  known as Capital Realty Group
Property, Inc.). The General Partner is a subsidiary of Apartment Investment and
Management  Company  ("AIMCO"),  a publicly traded real estate investment trust.
The  Partnership  Agreement  provides  that the  Partnership  is to terminate on
December 31, 2030, unless terminated prior to such date.

The Partnership sold 22,036 units of Limited Partnership  Interest ("Units") for
$11,018,000  in a public  offering that began  December 1984 and ended  December
1985.  Since its initial  offering,  the Registrant  has received  approximately
$730,000 of additional capital  contributions from certain limited partners.  In
addition,  under the  Partnership's  1988 Plan of  Reorganization  (see "Item 6.
Management's Discussion and Analysis or Plan of Operation"), the General Partner
made a $14,500 capital contribution.  The Partnership is engaged in the business
of operating  and holding real estate  property for  investment.  All of the net
proceeds  from  the  offering  were  expended  in 1985 for the  acquisition  and
operation of one apartment  complex  (Lakewood at Pelham) located in Greenville,
South Carolina,  as well as office complexes  (Airport Business Center and Crown
Center)  located  in  Georgia  and  California.   Airport  Business  Center  was
foreclosed upon by the lender in September 1987, and Crown Center was foreclosed
upon by the lender in April 1988. At December 31, 2002, the  Partnership's  sole
investment property is Lakewood at Pelham. See "Item 2. Description of Property"
for a further description of the Partnership's investment property.

The  original  general  partners  of  the  Partnership  were  McCombs  Corp.,  a
California  corporation and EP Partners V, a California General Partnership (the
"Original  General   Partners").   Upon  final   confirmation  of  the  Plan  of
Reorganization  (effective  January 25, 1989),  CRPTEX,  Inc.  (then called A.B.
Capital  Property,  Inc.)  became the new  General  Partner  of the  Partnership
retroactively effective to January 1, 1988.

<PAGE>

The Registrant has no employees. Property management and administrative services
are  provided  by the  General  Partner  and by agents  retained  by the General
Partner.  An affiliate of the General  Partner has been  providing such property
management services.

Risk Factors

The  real  estate  business  in which  the  Partnership  is  engaged  is  highly
competitive.  There are other  residential  properties within the market area of
the Partnership's  property.  The number and quality of competitive  properties,
including  those which may be managed by an affiliate of the General  Partner in
such  market  area  could have a  material  effect on the rental  market for the
apartments at the  Partnership's  property and the rents that may be charged for
such apartments. While the General Partner and its affiliates own and/or control
a  significant  number of  apartment  units in the  United  States,  such  units
represent an  insignificant  percentage of total  apartment  units in the United
States and competition for the apartments is local.

Laws benefiting  disabled persons may result in the Partnership's  incurrence of
unanticipated  expenses.  Under the Americans with  Disabilities Act of 1990, or
ADA,  all places  intended to be used by the public are required to meet certain
Federal  requirements  related to access and use by disabled persons.  Likewise,
the Fair Housing Amendments Act of 1988, or FHAA, requires apartment  properties
first occupied after March 13, 1990 to be accessible to the  handicapped.  These
and other  Federal,  state  and  local  laws may  require  modifications  to the
Partnership's  property, or restrict renovations of the property.  Noncompliance
with these laws could result in the  imposition  of fines or an award of damages
to  private  litigants  and  also  could  result  in an  order  to  correct  any
non-complying  feature,  which could result in substantial capital expenditures.
Although  the General Partner believes  that  the   Partnership's   property  is
substantially in compliance with present requirements, the Partnership may incur
unanticipated expenses to comply with the ADA and the FHAA.

Both the income and expenses of operating the property owned by the  Partnership
are subject to factors outside of the Partnership's  control, such as changes in
supply  and  demand  for  similar  properties   resulting  from  various  market
conditions, increases/decreases in unemployment or population shifts, changes in
the  availability of permanent  mortgage  financing,  changes in zoning laws, or
changes in patterns or needs of users. In addition,  there are risks inherent in
owning  and  operating  residential   properties  because  such  properties  are
susceptible  to the  impact of  economic  and other  conditions  outside  of the
control of the Partnership.

There have been, and it is possible there may be other, Federal, state and local
legislation  and  regulations   enacted   relating  to  the  protection  of  the
environment.  The Partnership is unable to predict the extent,  if any, to which
such new  legislation  or  regulations  might occur and the degree to which such
existing or new legislation or regulations  might adversely  affect the property
owned by the Partnership.

The  Partnership  monitors its property for evidence of  pollutants,  toxins and
other dangerous substances, including the presence of asbestos. In certain cases
environmental  testing has been performed which resulted in no material  adverse
conditions or liabilities.  In no case has the Partnership  received notice that
it is a potentially  responsible party with respect to an environmental clean up
site.

Insurance  coverage is becoming  more  expensive  and  difficult to obtain.  The
current  insurance market is  characterized by rising premium rates,  increasing
deductibles,  and more restrictive  coverage language.  Recent developments have
resulted in  significant  increases in insurance  premiums and have made it more
difficult to obtain  certain types of insurance.  As an example,  many insurance
carriers are excluding  mold-related  risks from their policy coverages,  or are
adding  significant  restrictions to such coverage.  Continued  deterioration in
insurance   market  place   conditions  may  have  a  negative   effect  on  the
Partnership's operating results.

A further  description  of the  Partnership's  business  is included in "Item 6.
Management's Discussion and Analysis or Plan of Operation" of this Form 10-KSB.

Item 2.     Description of Property

The following table sets forth the Partnership's investment in property:

                                   Date of
Property                           Purchase      Type of Ownership         Use

Lakewood at Pelham                   01/85   Fee ownership subject to  Apartment
  Greenville, South Carolina                 first mortgage (1)        271 units

(1)   The  property is held by a limited  partnership  in which the  Partnership
      owns a 100% interest.

Schedule of Property:

Set forth  below for the  Partnership's  property is the gross  carrying  value,
accumulated depreciation,  depreciable life, method of depreciation, and Federal
tax basis.

<TABLE>
<CAPTION>

                         Gross
                       Carrying    Accumulated  Depreciable              Federal
Property                 Value    Depreciation      Life     Method     Tax Basis
                           (in thousands)                             (in thousands)

Lakewood at Pelham
  Greenville, South
<S>                     <C>         <C>           <C>                     <C>
  Carolina              $ 6,536     $(4,539)      3-30 yrs     S/L        $ 972
</TABLE>

See "Note A - Organization  and Summary of Significant  Accounting  Policies" to
the consolidated financial statements included in "Item 7. Financial Statements"
for a description of the Partnership's capitalization and depreciation policies.

Schedule of Property Indebtedness:

The  following  table  sets  forth  certain  information  relating  to the  loan
encumbering the Registrant's property.

<TABLE>
<CAPTION>

                         Principal                                        Principal
                         Balance At     Stated                             Balance
                        December 31,   Interest    Period    Maturity       Due At
Property                    2002         Rate     Amortized    Date      Maturity (2)
                       (in thousands)                                   (in thousands)

Lakewood at Pelham
<S>                       <C>            <C>         <C>     <C>   <C>     <C>
  1st mortgage            $ 5,383        8.1%        (1)     07/01/05      $ 5,151
</TABLE>

(1)  The principal balance is amortized over 30 years with a balloon payment due
     July 1, 2005.

(2)  See  "Note  B -  Mortgage  Note  Payable"  to  the  consolidated  financial
     statements  included in "Item 7. Financial  Statements"  for other specific
     details about the loan.

Schedule of Rental Rate and Occupancy:

Average annual rental rate and occupancy for 2002 and 2001 for the property were
as follows:

                                    Average Annual               Average Annual
                                      Rental Rate                  Occupancy
                                   (per unit)
 Property                        2002            2001           2002        2001

 Lakewood at Pelham             $5,891          $6,137          89%          94%

The General  Partner  attributes the decrease in occupancy at Lakewood at Pelham
to increased market competition in the Greenville area.

As noted under "Item 1.  Description of Business",  the real estate  industry is
highly  competitive.  The property of the  Partnership is subject to competition
from other  residential  apartment  complexes in the area.  The General  Partner
believes that the property is adequately  insured.  The property is an apartment
complex  which leases units for terms of one year or less.  No tenant leases 10%
or more  of the  available  rental  space.  The  property  is in  good  physical
condition,  subject to normal  depreciation and  deterioration as is typical for
assets of this type and age.

Schedule of Real Estate Taxes and Rates:

Real estate taxes and rates in 2002 for the property were as follows:

                                                2002            2002
                                               Billing          Rate
                                           (in thousands)

       Lakewood at Pelham                       $104            1.46%

Capital Improvements:

Lakewood at Pelham

The  Partnership  completed  approximately  $113,000 of capital  improvements at
Lakewood at Pelham during December 31, 2002,  consisting primarily of structural
improvements,  interior building  improvements,  air conditioning  upgrades, and
floor covering  replacement.  These improvements were funded from operations and
replacement  reserves.  The  Partnership  is  currently  evaluating  the capital
improvement  needs of the property for the upcoming year, and currently  expects
to budget approximately $81,000.  Additional  improvements may be considered and
will depend on the physical  condition  of the  property as well as  replacement
reserves and anticipated cash flow generated by the property.

The additional  capital  expenditures will be incurred only if cash is available
from operations or from Partnership reserves. Partnership reserves are currently
sufficient to cover the estimated costs of the capital  improvements planned for
the year 2003.

Item 3.     Legal Proceedings

The Partnership is unaware of any pending or outstanding  litigation that is not
of a routine nature arising in the ordinary course of business.

Item 4.     Submission of Matters to a Vote of Partners

During the quarter ended  December 31, 2002, no matters were submitted to a vote
of the Unit holders through the solicitation of proxies or otherwise.

<PAGE>

                                     PART II

Item 5.     Market for the Registrant's Units of Limited Partnership and Related
            Partner Matters

As of  December  31,  2002,  the number of  holders  of record of the  17,172.43
Limited Partnership Units ("Units") was 1,052. Affiliates of the General Partner
owned  3,686.50  units or 21.47% at December 31, 2002. No public  trading market
has developed for the Units,  and it is not anticipated  that such a market will
develop  in the  future.  In 2002,  the  number  of  Limited  Partnership  Units
decreased by 23.96  units,  due to Limited  Partners  abandoning  their  Limited
Partnership Units. In abandoning his or her Limited Partnership Units, a Limited
Partner  relinquishes all right, title and interest in the Partnership as of the
date of abandonment.  The loss per Limited  Partnership Unit in the accompanying
consolidated statements of operations is calculated based on the number of units
outstanding at the end of the year.

The following table sets forth the distributions made by the Partnership for the
year ended December 31, 2002.

                                                Distributions
                                                           Per Limited
                                        Aggregate        Partnership Unit
                                      (in thousands)
       01/01/02 - 12/31/02            $  562 (1)              $32.67

(1)      Consists  of  approximately   $530,000  to  the  limited  partners  who
         contributed  additional  capital in accordance  with the  Partnership's
         Plan  of  Reorganization   (the  "Plan")  (as  discussed  in  "Item  6.
         Management's  Discussion  and  Analysis  or  Plan  of  Operation")  and
         approximately $32,000 of cash from operations (approximately $31,000 to
         the limited partners).

There were no  distributions  to the partners during the year ended December 31,
2001. Future cash  distributions will depend on the levels of net cash generated
from  operations,  the  availability of cash reserves and the timing of the debt
maturity,  refinancing,  and/or property sale. The Partnership's  cash available
for  distribution  is reviewed on a monthly  basis.  There can be no  assurance,
however,  that the Partnership  will generate  sufficient  funds from operations
after required capital  improvements to permit  additional  distributions to its
partners in 2003 or subsequent periods. Any additional funds will be distributed
in  accordance  with the terms of the  Partnership  Agreement as modified by the
Plan.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership, AIMCO and its affiliates owned 3,686.5 limited partnership units in
the Partnership  representing  21.47% of the  outstanding  Units at December 31,
2002. A number of these Units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional units of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters which would include
voting on certain  amendments to the Partnership  Agreement and voting to remove
the General  Partner.  Although the General Partner owes fiduciary duties to the
limited  partners of the  Partnership,  the General  Partner also owes fiduciary
duties to AIMCO as its sole stockholder.  As a result, the duties of the General
Partner,  as general  partner,  to the Partnership and its limited  partners may
come into conflict with the duties of the General  Partner to AIMCO, as its sole
stockholder.

<PAGE>

Item 6.     Management's Discussion and Analysis or Plan of Operation

This  item  should  be read  in  conjunction  with  the  consolidated  financial
statements and other items contained elsewhere in this report.

Results of Operations

The   Partnership's   net  loss  for  the  year  ended  December  31,  2002  was
approximately  $132,000 as compared to a net loss of  approximately  $35,000 for
the year ended  December 31,  2001.  The increase in net loss for the year ended
December 31, 2002 is due to a decrease in total revenues,  partially offset by a
decrease in total expenses. Total revenues decreased due to a decrease in rental
income.  The  decrease  in rental  income is  primarily  due to the  decrease in
occupancy,  a decrease in the average rental rate charged and an increase in bad
debt expense at Lakewood at Pelham.  Other income remained  relatively  constant
for the comparable  periods,  as increases in lease  cancellation  fees and late
charges at the property were offset by a decrease in interest income as a result
of lower cash balances in interest bearing accounts.

Total expenses decreased primarily due to a decrease in operating expenses, and,
to a lesser  extent,  a decrease in general  and  administrative  expenses.  The
decrease in operating  expenses is primarily due to decreases in payroll related
expenses  and  insurance  expense  as a result  of a  reduced  hazard  insurance
premium.  The  decrease  in  general  and  administrative  expenses  is due to a
decrease in the costs of services  included in the management  reimbursements to
the General Partner allowed under the  Partnership  Agreement.  Also included in
general and administrative expenses at both December 31, 2002 and 2001 are costs
associated  with  quarterly  and  annual   communications   with  investors  and
regulatory agencies and the annual audit required by the Partnership  Agreement.
Depreciation,  interest,  and property tax expenses remained relatively constant
for the comparable periods.

As part of the ongoing  business plan of the  Partnership,  the General  Partner
monitors the rental market environment of its investment  property to assess the
feasibility of increasing rents,  maintaining or increasing occupancy levels and
protecting the Partnership from increases in expenses. As part of this plan, the
General  Partner  attempts  to  protect  the  Partnership  from  the  burden  of
inflation-related  increases in expenses by increasing  rents and  maintaining a
high overall occupancy level. However, due to changing market conditions,  which
can  result in the use of rental  concessions  and rental  reductions  to offset
softening market conditions, there is no guarantee that the General Partner will
be able to sustain such a plan.

Liquidity and Capital Resources

At  December  31,  2002,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $82,000 as compared  to  approximately  $895,000 at December  31,
2001. The decrease in cash and cash equivalents of approximately $813,000 is due
to approximately  $642,000 of cash used in financing  activities,  approximately
$143,000 of cash used in investing activities and approximately  $28,000 of cash
used in  operating  activities.  Cash  used in  financing  activities  consisted
primarily of  distributions  to partners  and, to a lesser  extent,  payments of
principal  made  on  the  mortgage  encumbering  the  Partnership's   investment
property.  Cash used in investing activities consisted of property  improvements
and  replacements  and, to a lesser  extent,  net  deposits  to escrow  accounts
maintained by the mortgage lender.  The Partnership  invests its working capital
reserves in interest bearing accounts.

<PAGE>

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures required at the property to adequately maintain the physical assets
and other  operating  needs of the Registrant and to comply with Federal,  state
and local and legal and regulatory  requirements.  The General Partner  monitors
developments in the area of legal and regulatory  compliance and is studying new
federal laws,  including the  Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act
of 2002  mandates  or suggests  additional  compliance  measures  with regard to
governance,  disclosure,  audit and other areas. In light of these changes,  the
Partnership  expects that it will incur higher  expenses  related to compliance,
including  increased  legal and audit  fees.  The capital  improvements  will be
incurred only if cash is available from operations or from Partnership reserves.
The  Partnership is currently  evaluating the capital  improvement  needs of the
property for the upcoming  year, and currently  expects to budget  approximately
$81,000.  Additional  improvements  may be  considered  and will  depend  on the
physical  condition  of  the  property  as  well  as  replacement  reserves  and
anticipated cash flow generated by the property.

To the  extent  that such  budgeted  capital  improvements  are  completed,  the
Partnership's  distributable  cash flow,  if any, may be  adversely  affected at
least in the short term.

The mortgage  indebtedness on Lakewood at Pelham of approximately  $5,383,000 is
being  amortized over 30 years with a balloon payment due July 2005. The General
Partner may attempt to  refinance  such  indebtedness  and/or sell the  property
prior to such maturity date. If the property  cannot be refinanced or sold for a
sufficient  amount,  the  Partnership  will risk  losing such  property  through
foreclosure.

On March 9, 1987, the original general partners of the Partnership, on behalf of
the  Partnership,  filed a voluntary  petition  under  Chapter 11 of the Federal
Bankruptcy  Code  in U.S.  Bankruptcy  Court,  Central  District  of  California
("Court").  The  Partnership  continued as  Debtor-In-Possession  to operate its
business in the ordinary course until the Court confirmed the Partnership's Plan
of Reorganization (The "Plan") effective October 25, 1988. The Plan was approved
by all required classes of creditors.

The Plan  required  that the  Partnership  make certain  payments to its secured
creditors and others on or before October 20, 1995.  These payments were made on
or about  June  25,  1995,  when  the  Partnership  refinanced  the  outstanding
mortgages encumbering the property.  The Plan also required that the Partnership
make the following distributions on October 20, 1998, from available cash:

      1)    First,  Limited  Partners,  both original and  substitute,  who made
            additional  capital  contributions  under the plan  would  receive a
            repayment of the  additional  contributions  totaling  approximately
            $730,000; if sufficient funds were unavailable to fully satisfy this
            amount then a pro-rata  portion  would be paid based upon  available
            funds;

      2)    Second, Class 12 unsecured creditors($23,100) would be paid on their
            claims;

      3)    Third,  Limited Partners who made additional  capital  contributions
            and were  original  Limited  Partners  would  receive a repayment of
            their  original   capital   contributions   totaling   approximately
            $9,818,000;  if sufficient  funds were  unavailable to fully satisfy
            this  amount  then a  pro-rata  portion  of  available  cash  less a
            pro-rata  portion  reserved  for one third of the  existing  capital
            contributions  of  non-contributing  Limited  Partners would be paid
            based upon available funds;

      4)    Fourth,  Limited  Partners  who  did  not  make  additional  capital
            contributions  would  receive  a  repayment  of  one-third  of their
            original capital contributions (i.e.,  one-third of $1,200,000);  if
            sufficient  funds were unavailable to fully satisfy this amount then
            a pro-rata portion would be paid based upon available funds.

Additionally,  the Plan required CRPTEX, Inc. to make a capital  contribution of
$14,500  and loan an  additional  $117,500  on  behalf of the  Partnership.  The
Partnership  received the $14,500  capital  contribution  but did not receive or
require the additional $117,500 to be loaned.

The payments  required by number 2 above were timely  made.  With respect to the
amounts due to the Limited Partners under numbers 1, 3, and 4 above,  there were
not  sufficient  funds  available to  completely  satisfy these  obligations  at
October 20, 1998.

It was not anticipated  that at October 20, 1998, there would be available funds
to fully  satisfy the  unsecured  claims of the Limited  Partners,  as indicated
under the Plan. The limited partners were approached in August 1998 and asked to
either approve a sale of the Partnership's  sole investment  property or for the
General  Partner  to  petition  the  Bankruptcy  Court for an  extension  of the
settlement date. The required fifty-one percent response was not received.  As a
result,  the  Partnership  did not make any payments to the Limited  Partners on
October 20,  1998,  as required by the Plan from  available  funds.  There is no
requirement,  however, that the Partnership sell or again refinance the property
in  order to pay in part or in  whole,  the  payments  to the  Limited  Partners
referred to above.  The General  Partner has determined that although all of the
required  payments due under the Plan to the Limited Partners were not made that
the Partnership is not in any material  financial default in connection with its
prior  bankruptcy.  In addition,  the General Partner believes that it is proper
for the  Partnership to continue  operating  under the terms of its  Partnership
Agreement as modified by the Plan.

Since the  expiration of the Plan on October 20, 1998,  the General  Partner had
reserved  all excess cash to ensure that the  Partnership  would be able to meet
its operating and capital improvement needs rather than making pro-rata payments
to the limited partners in accordance with numbers 1, 3, and 4 above. During the
fourth quarter of 2001, the General Partner  determined that the Partnership had
accumulated  approximately  $562,000  in excess  funds.  Approximately  $530,000
($30.86 per limited  partnership  unit)  which had been  reserved  since 1998 to
ensure  that the  property  was fully  able to meet its  operating  and  capital
improvement needs with existing operating funds, was distributed during the year
ended  December  31,  2002 in  accordance  with  number  1 above.  In  addition,
approximately  $32,000  (approximately  $31,000 to the limited partners or $1.81
per limited  partnership unit) was distributed from recent operations during the
year ended  December 31,  2002.  Any  additional  funds will be  distributed  in
accordance with the terms of the Partnership Agreement as modified by the Plan.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership, AIMCO and its affiliates owned 3,686.5 limited partnership units in
the Partnership  representing  21.47% of the  outstanding  Units at December 31,
2002. A number of these Units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional units of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters which would include
voting on certain  amendments to the Partnership  Agreement and voting to remove
the General  Partner.  Although the General Partner owes fiduciary duties to the
limited  partners of the  Partnership,  the General  Partner also owes fiduciary
duties to AIMCO as its sole stockholder.  As a result, the duties of the General
Partner,  as general  partner,  to the Partnership and its limited  partners may
come into conflict with the duties of the General  Partner to AIMCO, as its sole
stockholder.

Critical Accounting Policies and Estimates

A summary of the Partnership's  significant  accounting  policies is included in
"Note A - Organization and Summary of Significant  Accounting Policies" which is
included  in  the  consolidated  financial  statements  in  "Item  7.  Financial
Statements".  The General  Partner  believes that the consistent  application of
these  policies  enables the  Partnership  to provide  readers of the  financial
statements  with  useful  and  reliable   information  about  the  Partnership's
operating  results and financial  condition.  The  preparation  of  consolidated
financial statements in conformity with accounting principles generally accepted
in the United States requires the Partnership to make estimates and assumptions.
These  estimates  and  assumptions  affect  the  reported  amounts of assets and
liabilities at the date of the financial  statements as well as reported amounts
of revenues and expenses  during the  reporting  period.  Actual  results  could
differ from these  estimates.  Judgments and  assessments of  uncertainties  are
required in applying the  Partnership's  accounting  policies in many areas. The
Partnership believes that of its significant  accounting policies, the following
may involve a higher degree of judgment and complexity.

Impairment of Long-Lived Assets

Investment property is recorded at cost, less accumulated  depreciation,  unless
considered  impaired.  If events or  circumstances  indicate  that the  carrying
amount of a property may be impaired, the Partnership will make an assessment of
its recoverability by estimating the undiscounted  future cash flows,  excluding
interest charges, of the property.  If the carrying amount exceeds the aggregate
future cash flows,  the  Partnership  would  recognize an impairment loss to the
extent the carrying amount exceeds the fair value of the property.

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's  investment  properties.  These  factors  include  changes  in the
national,  regional and local economic  climate;  local  conditions,  such as an
oversupply  of  multifamily   properties;   competition   from  other  available
multifamily  property  owners and changes in market  rental  rates.  Any adverse
changes in these factors could cause an impairment in the Partnership's assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized  monthly as it is earned and
the Partnership  fully reserves all balances  outstanding  over thirty days. The
Partnership will offer rental concessions during  particularly slow months or in
response  to  heavy  competition  from  other  similar  complexes  in the  area.
Concessions are charged to income as incurred.



<PAGE>


Item 7.     Financial Statements


MCCOMBS REALTY PARTNERS

LIST OF FINANCIAL STATEMENTS


      Report of Ernst & Young LLP, Independent Auditors - As of and for the year
      ended December 31, 2002

      Independent Auditors' Report - for the year ended December 31, 2001

      Consolidated Balance Sheet - December 31, 2002

      Consolidated Statements of Operations - Years ended December 31, 2002 and
         2001

      Consolidated  Statements  of  Changes  in  Partners'  Deficit  -  Years
        ended December 31, 2002 and 2001

      Consolidated Statements of Cash Flows - Years ended December 31, 2002 and
        2001

      Notes to Consolidated Financial Statements



<PAGE>


                 REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS









The Partners
McCombs Realty Partners

We have audited the  accompanying  consolidated  balance sheet of McCombs Realty
Partners as of December 31, 2002,  and the related  consolidated  statements  of
operations,  changes  in  partners'  deficit,  and cash  flows for the year then
ended.  These  consolidated  financial  statements are the responsibility of the
Partnership's  management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in 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 the  Partnership's  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 consolidated  financial statements referred to above present
fairly,  in all material  respects,  the  financial  position of McCombs  Realty
Partners at December 31, 2002,  and the results of its  operations  and its cash
flows  for the  year  then  ended,  in  conformity  with  accounting  principles
generally accepted in the United States.


                                                            /s/ERNST & YOUNG LLP



Greenville, South Carolina
February 14, 2003


<PAGE>


                          Independent Auditors' Report

The Partners
McCombs Realty Partners

We have audited the accompanying consolidated statements of operations,  changes
in  partners'   deficit  and  cash  flows  of  McCombs   Realty   Partners  (the
"Partnership")  for  the  year  ended  December  31,  2001.  These  consolidated
financial statements are the responsibility of the Partnership's management. Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audit.

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

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the results of operations and cash flows of
McCombs Realty Partners for the year ended December 31, 2001, in conformity with
accounting principles generally accepted in the United States of America.


                                                                     /s/KPMG LLP

Greenville, South Carolina
February 28, 2002


<PAGE>



           See Accompanying Notes to Consolidated Financial Statements

                             MCCOMBS REALTY PARTNERS

                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2002

<TABLE>
<CAPTION>


Assets
<S>                                                                         <C>
   Cash and cash equivalents                                                $    82
   Receivables and deposits                                                      39
   Restricted escrow                                                             81
   Other assets                                                                  64
   Investment property (Notes B and E):
      Land                                                     $  499
      Buildings and related personal property                   6,037
                                                                6,536
      Less accumulated depreciation                            (4,539)        1,997
                                                                            $ 2,263

Liabilities and Partners' Deficit
Liabilities
    Accounts payable                                                          $ 16
    Tenant security deposit liabilities                                          18
    Other liabilities                                                            61
    Mortgage note payable (Note B)                                            5,383

Partners' Deficit
   General Partner                                              $ (1)
   Limited partners (17,172.43 units issued and
      outstanding)                                             (3,214)       (3,215)
                                                                            $ 2,263

          See Acccompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>


                             MCCOMBS REALTY PARTNERS

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (in thousands, except per unit data)

<TABLE>
<CAPTION>


                                                           Years Ended December 31,
                                                              2002         2001
Revenues:
<S>                                                          <C>          <C>
   Rental income                                             $ 1,307      $ 1,473
   Other income                                                  116          112
      Total revenues                                           1,423        1,585

Expenses:
   Operating                                                     607          652
   General and administrative                                    118          130
   Depreciation                                                  267          273
   Interest                                                      458          464
   Property taxes                                                105          101
      Total expenses                                           1,555        1,620

Net loss (Note C)                                            $ (132)       $ (35)

Net loss allocated to general partner                         $ --         $ --
Net loss allocated to limited partners                          (132)         (35)
                                                             $ (132)       $ (35)

Net loss per limited partnership unit                        $ (7.69)     $ (2.04)
Distribution per limited partnership unit                    $ 32.67       $ --

          See Acccompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


                             MCCOMBS REALTY PARTNERS

              CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
                        (in thousands, except unit data)

<TABLE>
<CAPTION>

                                        Limited
                                       Partnership    General     Limited
                                          Units       Partner    Partners     Total

Partners' deficit at
<S>        <C> <C>                      <C>             <C>       <C>        <C>
  December 31, 2000                     17,196.39       $ --      $(2,486)   $(2,486)

Net loss for the year ended
  December 31, 2001                            --          --         (35)       (35)

Partners' deficit at
  December 31, 2001                     17,196.39          --      (2,521)    (2,521)

Distribution to partners                       --         (1)        (561)      (562)

Net loss for the year ended
  December 31, 2002                            --          --        (132)      (132)

Abandonment of Limited Partnership
 Units (Note F)                            (23.96)         --          --         --

Partners' deficit at
  December 31, 2002                     17,172.43       $ (1)     $(3,214)   $(3,215)

          See Acccompanying Notes to Consolidated Financial Statements
</TABLE>

                             MCCOMBS REALTY PARTNERS

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>


                                                              Years Ended December 31,
                                                                  2002        2001
Cash flows from operating activities:
<S>                                                              <C>          <C>
  Net loss                                                       $ (132)      $ (35)
  Adjustments to reconcile net loss to net
   cash (used in) provided by operating activities:
     Depreciation                                                   267          273
     Amortization of loan costs                                      19           19
     Bad debt expense                                                61           43
     Change in accounts:
       Receivables and deposits                                     (77)         (35)
       Other assets                                                   2            1
       Accounts payable                                               1           --
       Tenant security deposit liabilities                            7           (6)
       Accrued property taxes                                      (101)          18
       Other liabilities                                            (75)          30

          Net cash (used in) provided by operating
             activities                                             (28)         308

Cash flows from investing activities:
  Property improvements and replacements                           (113)        (114)
  Net deposits to restricted escrows                                (30)          (6)

          Net cash used in investing activities                    (143)        (120)

Cash flows from financing activities:
  Payments on mortgage note payable                                 (80)         (75)
  Distribution to partners                                         (562)          --

          Net cash used in financing activities                    (642)         (75)

Net (decrease) increase in cash and cash equivalents               (813)         113

Cash and cash equivalents at beginning of year                      895          782

Cash and cash equivalents at end of year                          $ 82        $ 895

Supplemental disclosure of cash flow information:
  Cash paid for interest                                         $ 439        $ 446

          See Acccompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>

                             MCCOMBS REALTY PARTNERS

                     Notes to Consolidated Financial Statements

                                December 31, 2002


Note A - Organization and Summary of Significant Accounting Policies

Organization

The  Partnership is a  publicly-held  limited  partnership  organized  under the
California  Uniform Limited  Partnership Act on June 22, 1984. The Partnership's
general partner is CRPTEX, Inc., a Texas Corporation  (formerly known as Capital
Realty Group Property,  Inc.).  The General Partner is a subsidiary of Apartment
Investment  and  Management  Company  ("AIMCO"),  a publicly  traded real estate
investment trust. The director and officers of the General Partner also serve as
executive  officers  of  AIMCO.  The  Partnership  Agreement  provides  that the
Partnership  is to terminate on December 31, 2030,  unless  terminated  prior to
such date.  The  Partnership  operates one apartment  property  located in South
Carolina.

Under the Partnership  Agreement,  the maximum liability of the Limited Partners
is the amount of their capital  contributions.  Since its initial offering,  the
Partnership   has  received   approximately   $730,000  of  additional   capital
contributions  from  certain  limited  partners.  In  addition,  per the Plan of
Reorganization  (The  "Plan") (see  below),  the General  Partner made a $14,500
capital  contribution.  There were 17,172.43 and 17,196.39  Limited  Partnership
units  outstanding  at December 31, 2002 and 2001,  respectively  (see "Note F -
Abandonment of Limited Partnership Units").

Plan of Reorganization

On March 9, 1987, the original general partners of the Partnership, on behalf of
the  Partnership,  filed a voluntary  petition  under  Chapter 11 of the Federal
Bankruptcy  Code  in U.S.  Bankruptcy  Court,  Central  District  of  California
("Court").  The  Partnership  continued as  Debtor-In-Possession  to operate its
business in the ordinary course until the Court confirmed the Partnership's Plan
effective  October 25, 1988.  The Plan was  approved by all required  classes of
creditors.

The Plan  required  that the  Partnership  make certain  payments to its secured
creditors and others on or before October 20, 1995.  These payments were made on
or about  June  25,  1995,  when  the  Partnership  refinanced  the  outstanding
mortgages encumbering the property.  The Plan also required that the Partnership
make the following distributions on October 20, 1998, from available cash:

      1)    First,  Limited  Partners,  both original and  substitute,  who made
            additional  capital  contributions  under the plan  would  receive a
            repayment of the  additional  contributions  totaling  approximately
            $730,000; if sufficient funds were unavailable to fully satisfy this
            amount then a pro-rata  portion  would be paid based upon  available
            funds;

      2)    Second, Class 12 unsecured creditors($23,100) would be paid on their
            claims;

      3)    Third,  Limited Partners who made additional  capital  contributions
            and were  original  Limited  Partners  would  receive a repayment of
            their  original   capital   contributions   totaling   approximately
            $9,818,000;  if sufficient  funds were  unavailable to fully satisfy
            this  amount  then a  pro-rata  portion  of  available  cash  less a
            pro-rata  portion  reserved  for one third of the  existing  capital
            contributions  of  non-contributing  Limited  Partners would be paid
            based upon available funds;

      4)    Fourth,  Limited  Partners  who  did  not  make  additional  capital
            contributions  would  receive  a  repayment  of  one-third  of their
            original capital contributions (i.e.,  one-third of $1,200,000);  if
            sufficient  funds were unavailable to fully satisfy this amount then
            a pro-rata portion would be paid based upon available funds.

Additionally,  the Plan required CRPTEX, Inc. to make a capital  contribution of
$14,500  and loan an  additional  $117,500  on  behalf of the  Partnership.  The
Partnership  received the $14,500  capital  contribution  but did not receive or
require the additional $117,500 to be loaned.

The payments  required by number 2 above were timely  made.  With respect to the
amounts due to the Limited Partners under numbers 1, 3, and 4 above,  there were
not  sufficient  funds  available to  completely  satisfy these  obligations  at
October 20, 1998.

It was not anticipated  that at October 20, 1998, there would be available funds
to fully  satisfy the  unsecured  claims of the Limited  Partners,  as indicated
under the Plan. The limited partners were approached in August 1998 and asked to
either approve a sale of the Partnership's  sole investment  property or for the
General  Partner  to  petition  the  Bankruptcy  Court for an  extension  of the
settlement date. The required fifty-one percent response was not received.  As a
result,  the  Partnership  did not make any payments to the Limited  Partners on
October 20,  1998,  as required by the Plan from  available  funds.  There is no
requirement,  however, that the Partnership sell or again refinance the property
in  order to pay in part or in  whole,  the  payments  to the  Limited  Partners
referred to above.  The General  Partner has determined that although all of the
required  payments due under the Plan to the Limited Partners were not made that
the Partnership is not in any material  financial default in connection with its
prior  bankruptcy.  In addition,  the General Partner believes that it is proper
for the  Partnership to continue  operating  under the terms of its  Partnership
Agreement as modified by the Plan.

Since the  expiration of the Plan on October 20, 1998,  the General  Partner had
reserved  all excess cash to ensure that the  Partnership  would be able to meet
its operating and capital improvement needs rather than making pro-rata payments
to the limited partners in accordance with numbers 1, 3, and 4 above. During the
fourth quarter of 2001, the General Partner  determined that the Partnership had
accumulated  approximately  $562,000 in excess  funds.  Approximately  $530,000,
which had been reserved since 1998 to ensure that the property was fully able to
meet its operating and capital  improvement needs with existing operating funds,
was  distributed  during the year ended  December  31, 2002 in  accordance  with
number 1 above. In addition,  approximately  $32,000 was distributed from recent
operations during the year ended December 31, 2002. Any additional funds will be
distributed  in  accordance  with the  terms  of the  Partnership  Agreement  as
modified by the Plan.

Allocation of Profits, Gains and Losses

Partnership income, gains, and losses are generally allocated 98% to the Limited
Partners,  1% to the  General  Partner,  and  1% to a  special  Limited  Partner
interest,  which percentage was subsequently  transferred to CRPTEX.  Losses are
not allocated to CRPTEX's General Partner capital balance or the special Limited
Partner capital  balance,  if the allocation of loss creates a negative  capital
balance.

Notwithstanding the above allocations,  gains from the sale or other disposition
of the Partnership's  property are allocated first to the General Partner to the
extent  distributions of sale or refinancing proceeds (as defined) are received;
next,  to  partners  with  deficit  balances  in  their  capital  accounts  and,
thereafter,  to the  partners in an amount  equal to their pro rata share of the
total capital balance.

Net income (loss) per Limited Partnership unit is based on the number of Limited
Partnership  units  outstanding  (17,172.43  and  17,196.39  in 2002  and  2001,
respectively)  and the net income  (loss)  allocated to the Limited  Partners in
accordance   with  the   Partnership   Agreement  as  amended  by  the  Plan  of
Reorganization.

Allocation of Cash Distributions

Prior to the effective date of the Partnership's Plan of Reorganization (October
25,  1988),  cash  available  for  distribution  (as defined in the  Partnership
Agreement)  was  distributed  90% to the Limited  Partners and 1% to the General
Partner for their  interest in profits and losses and 9% to the General  Partner
as a  partnership  management  fee,  which  was  considered  an  expense  of the
Partnership.  The  General  Partner  was  not  to  receive  the  9%  Partnership
management  fee during any year in which the  Limited  Partners  did not receive
cash   distributions   equal  to  4%  per  annum  on  their   adjusted   capital
contributions.  Adjusted capital  contributions  are defined as original capital
contributed,  less distributions constituting a return of unused capital or cash
proceeds from the sale or refinancing of Partnership  properties.  In accordance
with the Plan of  Reorganization,  CRPTEX  waived the  subordinated  Partnership
management fee in return for the ability to receive real estate commissions that
are not  subordinated  to the cumulative  return (as defined in the  Partnership
Agreement).  Accordingly  under the Plan of  Reorganization,  cash available for
distribution  shall be  distributed  99% to the Limited  Partners  and 1% to the
General Partner.  However,  CRPTEX is entitled to 1% of the amounts allocated to
the Limited Partners and 1% of the amounts allocated to the General Partner.

Net proceeds from the sale or refinancing of the Partnership's  property will be
distributed  in  cash  to the  Limited  Partners  who  made  additional  capital
contributions  pursuant  to  the  Partnership's  Plan  of  Reorganization  until
distributions  equal the  additional  capital  contributions.  Next, the Limited
Partners who made additional capital  contributions and who are original Limited
Partners will receive distributions equal to their capital contributions.  Next,
the Limited  Partners who did not make  additional  capital  contributions  will
receive distributions equal to one-third of their existing capital contribution.
Thereafter, 16% of the remaining proceeds shall be distributed to CRPTEX and 84%
to the Limited Partners.

Notwithstanding  the  above,  the  Plan  of  Reorganization  provides  that,  in
connection  with  distributions  resulting  from the sale or  refinancing of the
Partnership's  property,  1% of each such  distribution  that would otherwise be
paid  to the  Limited  Partners  and 1% of each  such  distribution  that  would
otherwise  be paid  to the  special  Limited  Partner  interest  will be paid to
CRPTEX.

Principles of Consolidation

The consolidated financial statements of the Partnership include the accounts of
Pelham Place, L.P., a South Carolina limited partnership.  Pelham Place, L.P. is
the limited  partnership which holds title to Lakewood at Pelham.  Pelham Place,
L.P. is wholly-owned by the Partnership. All interpartnership  transactions have
been eliminated.

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Investment Property

The investment property is stated at cost. Acquisition fees are capitalized as a
cost of real estate.  Expenditures  in excess of $250 that  maintain an existing
asset which has a useful life of more than one year are  capitalized  as capital
replacement  expenditures  and depreciated over the estimated useful life of the
asset.  Expenditures for ordinary  repairs,  maintenance and apartment  turnover
costs are expensed as  incurred.  In  accordance  with  "Statement  of Financial
Accounting Standards ("SFAS") No. 144, Accounting for the Impairment or Disposal
of Long-Lived  Assets",  the Partnership records impairment losses on long-lived
assets used in operations when events and circumstances indicate that the assets
might be impaired and the  undiscounted  cash flows estimated to be generated by
those assets are less than the carrying amounts of those assets.  No adjustments
for  impairment of value were recorded in the years ended  December 31, 2002 and
2001.

During 2001, AIMCO, an affiliate of the General Partner,  commissioned a project
to study process  improvement ideas to reduce operating costs. The result of the
study led to a re-engineering of business processes and eventual redeployment of
personnel and related capital spending. The implementation of these plans during
2002, accounted for as a change in accounting estimate, resulted in a refinement
of the  Partnership's  process  for  capitalizing  certain  direct and  indirect
project costs (principally  payroll related costs) and increased  capitalization
of such costs by approximately $19,000 in 2002 compared to 2001.

Depreciation

Depreciation is provided by the straight-line method over the estimated lives of
the investment  property and related personal  property.  For Federal income tax
purposes, the accelerated cost recovery method is used for real property over 18
years for additions  after March 15, 1984,  and before May 9, 1985, and 19 years
for additions  after May 8, 1985, and before January 1, 1987. As a result of the
Tax Reform Act of 1986,  for  additions  after  December 31, 1986,  the modified
accelerated  cost recovery method is used for  depreciation of (1) real property
additions over 27 1/2 years, and (2) personal property additions over 5 years.

Leases

The Partnership generally leases apartment units for twelve-month terms or less.
The  Partnership  recognizes  income as earned on leases and fully  reserves all
balances outstanding over thirty days. The General Partner finds it necessary to
offer rental concessions during particularly slow months or in response to heavy
competition from other similar complexes in the area. Concessions are charged to
income as incurred.

Segment Reporting

SFAS  No.  131,   "Disclosure  about  Segments  of  an  Enterprise  and  Related
Information"  established standards for the way that public business enterprises
report information about operating  segments in annual financial  statements and
requires that those  enterprises  report  selected  information  about operating
segments in interim financial reports.  SFAS No. 131 also established  standards
for related disclosures about products and services, geographic areas, and major
customers.  As defined in SFAS No. 131, the  Partnership has only one reportable
segment.

Loan Costs

Loan  costs  of  approximately  $193,000,   less  accumulated   amortization  of
approximately  $143,000,  are included in other  assets and are being  amortized
over the  life of the  loan.  Amortization  expense  for 2002 was  approximately
$19,000 and is included in interest expense. Amortization expense is expected to
be approximately  $19,000 for each of the years 2003 and 2004 and  approximately
$12,000 in 2005.

Cash and Cash Equivalents

Cash and cash  equivalents  include cash on hand and in banks. At certain times,
the  amount  of cash  deposited  at a bank may  exceed  the  limits  on  insured
deposits.  Cash balances include approximately $75,000 at December 31, 2002 that
are  maintained  by an  affiliated  management  company on behalf of  affiliated
entities in cash concentration accounts.

Tenant Security Deposits

The Partnership  requires security deposits from lessees for the duration of the
lease and such deposits are included in receivables  and deposits.  Deposits are
refunded when the tenant vacates,  provided the tenant has not damaged its space
and is current on rental payments.

Advertising

The  Partnership  expenses the costs of  advertising  as  incurred.  Advertising
expense,  included in operating expenses,  was approximately $20,000 and $21,000
for the years ended December 31, 2002 and 2001, respectively.

Fair Value of Financial Instruments

SFAS No.  107,  "Disclosures  about Fair  Value of  Financial  Instruments",  as
amended by SFAS No. 119, "Disclosures about Derivative Financial Instruments and
Fair  Value  of  Financial  Instruments",  requires  disclosure  of  fair  value
information  about  financial  instruments,  whether  or not  recognized  in the
balance sheet, for which it is practicable to estimate fair value. Fair value is
defined in the SFAS as the amount at which the instruments could be exchanged in
a  current  transaction  between  willing  parties,  other  than in a forced  or
liquidation  sale.  The  Partnership  believes that the carrying  amounts of its
financial  instruments  (except for long term debt) approximate their fair value
due to the short  term  maturity  of these  instruments.  The fair  value of the
Partnership's long term debt, after discounting the scheduled loan payments at a
borrowing rate currently available to the Partnership, approximates its carrying
value.

Restricted Escrow - Replacement Reserve

At the  time  of the  refinancing  of the  mortgage  note  payable  in  1995,  a
replacement  reserve  account was  established.  This  reserve is to be used for
capital replacements at the apartment complex. At December 31, 2002, the account
balance was  approximately  $81,000,  which  includes  interest  earned on these
funds.

Recent Accounting Pronouncements

In August 2001, the Financial  Accounting  Standards  Board issued SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived  Assets".  SFAS No. 144
provides  accounting  guidance for  financial  accounting  and reporting for the
impairment or disposal of long-lived  assets.  SFAS No. 144 supersedes  SFAS No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to be Disposed Of". SFAS No. 144 is effective for fiscal years  beginning
after December 15, 2001. The Partnership  adopted SFAS No. 144 effective January
1, 2002. The adoption did not have a material  effect on the financial  position
or results of operations of the Partnership.

In April 2002, the Financial  Accounting  Standards,  Board issued SFAS No. 145,
"Rescission of FASB  Statements  No. 4, 44 and 64". SFAS No. 4 "Reporting  Gains
and Losses from Extinguishment of Debt," required that all gains and losses from
extinguishment  of  debt  be  aggregated  and,  if  material,  classified  as an
extraordinary item. SFAS No. 145 rescinds SFAS No. 4, and accordingly, gains and
losses from extinguishment of debt should only be classified as extraordinary if
they are  unusual in nature and occur  infrequently.  Neither of these  criteria
applies to the Partnership. SFAS No. 145 is effective for fiscal years beginning
after May 15, 2002 with early adoption an option.  The Partnership  adopted SFAS
No. 145 effective  April 1, 2002. The adoption did not have a material effect on
the financial position or results of operations of the Partnership.

<PAGE>

Note B - Mortgage Note Payable

The principle terms of mortgage note payable are as follows:

<TABLE>
<CAPTION>

                        Principal     Monthly                            Principal
                       Balance At     Payment      Stated                 Balance
                      December 31,   Including    Interest  Maturity       Due At
Property                  2002        Interest      Rate      Date        Maturity
                            (in thousands)                             (in thousands)
Lakewood at Pelham
<S>                      <C>            <C>         <C>     <C>   <C>     <C>
  1st mortgage           $ 5,383        $ 43        8.1%    07/01/05      $ 5,151
</TABLE>

The mortgage  indebtedness  carries a stated  interest rate of 8.1% and is being
amortized over 30 years with a balloon  payment due July 1, 2005. The investment
property may not be sold subject to the existing indebtedness. Additionally, the
mortgage note requires a prepayment penalty if repaid prior to maturity.

Scheduled principal payments of the mortgage note payable subsequent to December
31, 2002 are as follows (in thousands):

                               2003             $    87
                               2004                  95
                               2005               5,201
                                                $ 5,383

Note C - Income Taxes

The Partnership  received a ruling from the Internal  Revenue Service that it is
to be classified as a partnership for Federal income tax purposes.  Accordingly,
no provision for income taxes is made in the consolidated  financial  statements
of the Partnership. Taxable income or loss of the Partnership is reported in the
income tax returns of its partners.

The following is a reconciliation  of reported net loss and Federal taxable loss
(in thousands, except per unit data):

                                              2002         2001

Net loss as reported                         $ (132)       $  (35)
Deduct
  Depreciation and amortization                 (14)           (9)
  Other                                         (16)           (5)

Federal taxable loss                         $ (162)       $  (49)

Federal taxable loss per
 limited partnership unit                    $(9.45)       $(2.82)

The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of partners' deficit (in thousands):

Total partner's deficit - financial
  statement basis                                   $(3,215)
Current year tax basis net loss
  over financial statement net loss                     (30)
Prior year cumulative tax basis net loss
  over financial statement net loss                    (973)

Total partner's deficit - Federal
  income tax basis                                  $(4,218)

Note D - Transactions with Affiliated Parties

The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership  activities.
The  Partnership  Agreement  provides  for certain  payments to  affiliates  for
services and for  reimbursement  of certain  expenses  incurred by affiliates on
behalf of the Partnership.

During the years ended  December  31, 2002 and 2001,  affiliates  of the General
Partner were  entitled to receive 5% of gross  receipts  from the  Partnership's
investment property as compensation for providing property management  services.
The Partnership  paid to such affiliates  approximately  $74,000 and $81,000 for
the years ended December 31, 2002 and 2001, respectively,  which are included in
operating expenses.

Affiliates  of  the  General  Partner  received   reimbursement  of  accountable
administrative  expenses amounting to approximately  $61,000 and $73,000 for the
years ended  December  31, 2002 and 2001,  respectively,  which are  included in
general and administrative expenses.

Beginning in 2001,  the  Partnership  began  insuring its property up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability.  The Partnership  insures its property above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated with the General Partner.  During the years ended December 31, 2002
and 2001, the Partnership was charged by AIMCO and its affiliates  approximately
$28,000 and $25,000,  respectively,  for insurance  coverage and fees associated
with policy claims administration.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership, AIMCO and its affiliates owned 3,686.5 limited partnership units in
the Partnership  representing  21.47% of the  outstanding  Units at December 31,
2002. A number of these Units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional units of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters which would include
voting on certain  amendments to the Partnership  Agreement and voting to remove
the General  Partner.  Although the General Partner owes fiduciary duties to the
limited  partners of the  Partnership,  the General  Partner also owes fiduciary
duties to AIMCO as its sole stockholder.  As a result, the duties of the General
Partner,  as general  partner,  to the Partnership and its limited  partners may
come into conflict with the duties of the General  Partner to AIMCO, as its sole
stockholder.

Note E - Investment Property and Accumulated Depreciation

                                                  Initial Cost
                                                 To Partnership
                                                 (in thousands)

<TABLE>
<CAPTION>

                                                          Buildings         Cost
                                                         and Related    Written Down
                                                           Personal     Subsequent to
Description                Encumbrances       Land         Property      Acquisition
                          (in thousands)                               (in thousands)

<S>                          <C>              <C>          <C>             <C>
Lakewood at Pelham           $ 5,383          $ 695        $ 6,730         $ (889)
</TABLE>

<TABLE>
<CAPTION>

              Gross Amount At Which Carried
                   At December 31, 2002
                      (in thousands)
                         Buildings
                            And
                          Related                             Date of
                         Personal              Accumulated   Construc-    Date     Depreciable
Description      Land    Property    Total    Depreciation      tion    Acquired    Life-Years
                                             (in thousands)
Lakewood at
<S>             <C>       <C>       <C>         <C>             <C>       <C>          <C>
  Pelham        $ 499     $ 6,037   $ 6,536     $(4,539)        1980      01/85        3-30
</TABLE>

Reconciliation of "investment property and accumulated depreciation":

                                              Years Ended December 31,
                                                 2002          2001
                                                   (in thousands)
Investment Property
Balance at beginning of year                    $ 6,423       $ 6,309
    Property improvements                           113           114
Balance at end of year                          $ 6,536       $ 6,423

Accumulated Depreciation
Balance at beginning of year                    $ 4,272       $ 3,999
    Additions charged to expense                    267           273
Balance at end of year                          $ 4,539       $ 4,272

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2002  and  2001,  is  approximately  $9,179,000  and  $9,066,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December  31, 2002 and 2001,  is  approximately  $8,207,000  and  $7,926,000,
respectively.

Note F - Abandonment of Limited Partnership Units

In 2002, the number of Limited Partnership Units decreased by 23.96 units due to
Limited Partners  abandoning their Limited  Partnership Units. In abandoning his
or her Limited  Partnership  Units, a Limited  Partner  relinquishes  all right,
title and interest in the  Partnership as of the date of  abandonment.  The loss
per Limited  Partnership  Unit in the  accompanying  consolidated  statements of
operations is calculated based on the number of units  outstanding at the end of
the year.

Note G - Legal Proceedings

The Partnership is unaware of any pending or outstanding  litigation that is not
of a routine nature arising in the ordinary course of business.



<PAGE>




Item 8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
     Financial Disclosures

Effective June 27, 2002,  the General  Partner  dismissed its prior  Independent
Auditors,  KPMG LLP and retained as its new Independent Auditors,  Ernst & Young
LLP.  KPMG LLP  Independent  Auditors'  Report  on the  Partnership's  financial
statements  for the  calendar  year ended  December  31, 2001 did not contain an
adverse opinion or a disclaimer of opinion, and was not qualified or modified as
to  uncertainty,  audit scope or accounting  principles.  The decision to change
Independent Auditors was approved by the CRPTEX's directors. During the calendar
year ended 2001 and through June 27, 2002, there were no  disagreements  between
the Registrant and KPMG LLP on any matter of accounting principles or practices,
financial   statement   disclosure,   or  auditing  scope  or  procedure   which
disagreements if not resolved to the satisfaction of KPMG LLP, would have caused
it to make  reference to the subject matter of the  disagreements  in connection
with its reports.

Effective  June  27,  2002,  the  Registrant  engaged  Ernst & Young  LLP as its
Independent  Auditors.  During the last two calendar  years and through June 27,
2002,  the  Partnership  did not consult  Ernst & Young LLP regarding any of the
matters or events set forth in Item 304 (a)(2)(i) and (ii) of Regulation S-B.


<PAGE>


                                    PART III


Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
     with Section 16(a) of the Exchange Act

The  Partnership  has no directors  or  officers.  The names of the director and
     executive  officers of CRPTEX,  Inc.  (the  "General  Partner" and formerly
     Capital Realty Group  Properties,  Inc.),  their ages and the nature of all
     positions  with CRPTEX,  Inc.  presently  held by them are set forth below.
     There  are no  family  relationships  between  or  among  any  officers  or
     directors.

Name                        Age    Position

Patrick J. Foye              45    Executive Vice President and Director
Thomas C. Novosel            44    Senior Vice President and Chief Accounting
                                     Officer
Paul J. McAuliffe            46    Executive Vice President and Chief
                                     Financial Officer

Patrick J. Foye has been  Executive  Vice  President and Director of the General
Partner since October 1, 1998.  Mr. Foye has served as Executive  Vice President
of AIMCO since May 1998.  Prior to joining AIMCO,  Mr. Foye was a partner in the
law firm of Skadden,  Arps, Slate,  Meagher & Flom LLP from 1989 to 1998 and was
Managing Partner of the firm's  Brussels,  Budapest and Moscow offices from 1992
through  1994.  Mr.  Foye is also  Deputy  Chairman  of the  Long  Island  Power
Authority and serves as a member of the New York State Privatization Council. He
received a B.A.  from Fordham  College and a J.D.  from Fordham  University  Law
School.

Thomas C. Novosel has been Senior Vice President and Chief Accounting Officer of
the General  Partner since April 1, 2002.  Mr. Novosel has served as Senior Vice
President and Chief  Accounting  Officer of AIMCO since April 2000. From October
1993  until he joined  AIMCO,  Mr.  Novosel  was a partner at Ernst & Young LLP,
where he  served  as the  director  of real  estate  advisory  services  for the
southern Ohio Valley area offices but did not work on any assignments related to
AIMCO or the Partnership.

Paul J. McAuliffe has been Executive Vice President and Chief Financial  Officer
of the  General  Partner  since  April 1,  2002.  Mr.  McAuliffe  has  served as
Executive  Vice  President  of AIMCO  since  February  1999 and Chief  Financial
Officer of AIMCO since  October 1999.  From May 1996 until he joined AIMCO,  Mr.
McAuliffe was Senior Managing Director of Secured Capital Corp.

One or more of the above persons are also directors and/or officers of a general
partner (or general partner of a general partner) of limited  partnerships which
either have a class of  securities  registered  pursuant to Section 12(g) of the
Securities Exchange Act of 1934, or are subject to the reporting requirements of
Section  15(d) of such Act.  Further,  one or more of the above persons are also
directors and/or officers of Apartment Investment and Management Company and the
general  partner  of  AIMCO  Properties,  L.P.,  entities  that  have a class of
securities  registered  pursuant to Section 12(g) of the Securities Exchange Act
of 1934, or are subject to the reporting  requirements of Section 15 (d) of such
Act.

The  executive  officers  and  director  of  the  General  Partner  fulfill  the
obligations  of the Audit  Committee  and  oversee the  Partnership's  financial
reporting  process on behalf of the General Partner.  Management has the primary
responsibility for the financial  statements and the reporting process including
the systems of internal controls. In fulfilling its oversight  responsibilities,
the executive  officers and director of the General Partner reviewed the audited
financial  statements with management including a discussion of the quality, not
just the  acceptability,  of the accounting  principles,  the  reasonableness of
significant  judgments,   and  the  clarity  of  disclosures  in  the  financial
statements.

The  executive  officers and director of the General  Partner  reviewed with the
independent  auditors,  who are  responsible  for  expressing  an opinion on the
conformity of those audited  financial  statements  with  accounting  principles
generally accepted in the United States,  their judgments as to the quality, not
just the  acceptability,  of the  Partnership's  accounting  principles and such
other  matters as are required to be discussed  with the Audit  Committee or its
equivalent under auditing standards  generally accepted in the United States. In
addition,  the  Partnership  has  discussed  with the  independent  auditors the
auditors' independence from management and the Partnership including the matters
in the written  disclosures  required by the  Independence  Standards  Board and
considered  the   compatibility   of  non-audit   services  with  the  auditors'
independence.

The executive  officers and director of the General  Partner  discussed with the
Partnership's  independent auditors the overall scope and plans for their audit.
In  reliance on the reviews and  discussions  referred to above,  the  executive
officers and director of the General  Partner have approved the inclusion of the
audited financial  statements in the Form 10-KSB for the year ended December 31,
2002 for filing with the Securities and Exchange Commission.

The General Partner has reappointed Ernst & Young LLP as independent auditors to
audit the financial  statements of the  Partnership for 2003. Fees for 2002 were
audit  services of  approximately  $33,000 and non-audit  services  (principally
tax-related) of approximately $14,000.

Item 10.    Executive Compensation

No  remuneration  was paid to the General Partner nor its director or any of its
officers during the year ended December 31, 2002.

Item 11.    Security Ownership of Certain Beneficial Owners and Management

Except as noted below, no person or entity was known by the Registrant to be the
beneficial  owner  of  more  than 5% of the  Limited  Partnership  Units  of the
Registrant as of December 31, 2002.

Entity                                  Number of Units      Percentage
AIMCO Properties L.P.
  (an affiliate of AIMCO)                   3,686.50           21.47%

AIMCO  Properties,  L.P. is indirectly  ultimately  owned by AIMCO. Its business
address is Stanford  Place 3, 4582 S. Ulster St.  Parkway,  Suite 1100,  Denver,
Colorado 80237.

No officers or director of CRPTEX, Inc. own any Limited Partnership Units in the
Partnership.

No general  partners or  officers  or  director  of the  General  Partner of the
Partnership possess the right to acquire a beneficial  ownership of interests of
the Partnership.

<PAGE>

Item 12.    Certain Relationships and Related Transactions

The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership  activities.
The  Partnership  Agreement  provides  for certain  payments to  affiliates  for
services and for  reimbursement  of certain  expenses  incurred by affiliates on
behalf of the Partnership.

During the years ended  December  31, 2002 and 2001,  affiliates  of the General
Partner were  entitled to receive 5% of gross  receipts  from the  Partnership's
investment property as compensation for providing property management  services.
The Partnership  paid to such affiliates  approximately  $74,000 and $81,000 for
the years ended December 31, 2002 and 2001, respectively,  which are included in
operating expenses.

Affiliates  of  the  General  Partner  received   reimbursement  of  accountable
administrative  expenses amounting to approximately  $61,000 and $73,000 for the
years ended  December  31, 2002 and 2001,  respectively,  which are  included in
general and administrative expenses.

Beginning in 2001,  the  Partnership  began  insuring its property up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability.  The Partnership  insures its property above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated with the General Partner.  During the years ended December 31, 2002
and 2001, the Partnership was charged by AIMCO and its affiliates  approximately
$28,000 and $25,000,  respectively,  for insurance  coverage and fees associated
with policy claims administration.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership, AIMCO and its affiliates owned 3,686.5 limited partnership units in
the Partnership  representing  21.47% of the  outstanding  Units at December 31,
2002. A number of these Units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional units of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters which would include
voting on certain  amendments to the Partnership  Agreement and voting to remove
the General  Partner.  Although the General Partner owes fiduciary duties to the
limited  partners of the  Partnership,  the General  Partner also owes fiduciary
duties to AIMCO as its sole stockholder.  As a result, the duties of the General
Partner,  as general  partner,  to the Partnership and its limited  partners may
come into conflict with the duties of the General  Partner to AIMCO, as its sole
stockholder.


<PAGE>


Item 13.    Exhibits and Reports on Form 8-K

      (a)   Exhibits:

            See Exhibit Index attached.

      (b) Reports on Form 8-K filed in the fourth quarter of calendar year 2002:

            None.

Item 14.    Controls and Procedures

The principal  executive officer and principal  financial officer of the General
Partner, who are the equivalent of the Partnership's principal executive officer
and  principal  financial  officer,  respectively,  have,  within 90 days of the
filing  date  of  this  annual  report,   evaluated  the  effectiveness  of  the
Partnership's  disclosure  controls and  procedures  (as defined in Exchange Act
Rules 13a-14(c) and 15d-14(c)) and have determined that such disclosure controls
and  procedures  are  adequate.  There have been no  significant  changes in the
Partnership's  internal  controls or in other  factors that could  significantly
affect the  Partnership's  internal  controls since the date of evaluation.  The
Partnership does not believe any significant deficiencies or material weaknesses
exist in the Partnership's internal controls. Accordingly, no corrective actions
have been taken.

<PAGE>

                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the Exchange Act, the  Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                    MCCOMBS REALTY PARTNERS


                                    By:   CRPTEX, Inc.
                                          General Partner


                                    By:   /s/Patrick J. Foye
                                          Patrick J. Foye
                                          Executive Vice President


                                    By:   /s/Thomas C. Novosel
                                          Thomas C. Novosel
                                          Senior Vice President and
                                          Chief Accounting Officer

                                    Date: March 28, 2003

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the Registrant and in the capacities on the date
indicated.


/s/Patrick J. Foye            Executive Vice President      Date: March 28, 2003
Patrick J. Foye               and Director


/s/Thomas C. Novosel          Senior Vice President         Date: March 28, 2003
Thomas C. Novosel             and Chief Accounting Officer

<PAGE>



                                  CERTIFICATION


I, Patrick J. Foye, certify that:


1. I have reviewed this annual report on Form 10-KSB of McCombs Realty Partners;


2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities,  particularly  during the period in which this annual  report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      annual report (the "Evaluation Date"); and


      c) Presented in this annual report our conclusions about the effectiveness
      of the disclosure  controls and  procedures  based on our evaluation as of
      the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: March 28, 2003

                            /s/Patrick J. Foye
                            Patrick J. Foye
                            Executive   Vice   President   of   CRPTEX,    Inc.,
                            equivalent  of the chief  executive  officer  of the
                            Partnership


<PAGE>

                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


1. I have reviewed this annual report on Form 10-KSB of McCombs Realty Partners;


2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities,  particularly  during the period in which this annual  report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      annual report (the "Evaluation Date"); and


      c) Presented in this annual report our conclusions about the effectiveness
      of the disclosure  controls and  procedures  based on our evaluation as of
      the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: March 28, 2003

                          /s/Paul J. McAuliffe
                          Paul J. McAuliffe
                          Executive Vice President and Chief  Financial  Officer
                          of CRPTEX,  Inc.,  equivalent  of the chief  financial
                          officer of the Partnership


<PAGE>



                                  EXHIBIT INDEX



Exhibit

2.1  Agreement  and Plan of Merger,  dated as of October 1, 1998, by and between
     AIMCO and IPT; filed in Current Report on Form 8-K on October 16, 1998.

3.1  Amended and  Restated  Certificate  and  Agreement  of Limited  Partners of
     McCombs Realty Partners, a California Limited Partnership,  incorporated by
     reference to the exhibits to the  Registrant's  Annual Report filed on Form
     10-K, filed on April 13, 1990.

3.2  Certificate of Limited  Partnership  of the  Partnership,  incorporated  by
     reference to the exhibits to the  Registrant's  Annual Report filed on Form
     10-K, filed on April 13, 1990.

10(a)Mortgage and Security  Agreement  dated June 29, 1995 between Pelham Place,
     L.P. and First Union National Bank of North Carolina, securing Pelham Place
     Apartments,  is  incorporated  by  reference  to  Exhibit  10JJ(a)  of  the
     Registrant's Quarterly Report on Form 10-QSB for the Quarter ended June 30,
     1995.

(b)  Promissory  Note dated June 29, 1995 between  Pelham  Place,  L.P., a South
     Carolina  limited  partnership,  and  First  Union  National  Bank of North
     Carolina, a national banking  association,  is incorporated by reference to
     Exhibit 10JJ(b) to the Registrant's Quarterly Report on Form 10-QSB for the
     Quarter ended June 30, 1995.

(c)  Assignment  of Leases and Rents dated June 29, 1995 between  Pelham  Place,
     L.P.,  and First Union  National Bank of North  Carolina,  securing  Pelham
     Place  Apartments,  is  incorporated by reference to Exhibit 10JJ(c) to the
     Registrant's Quarterly Report on Form 10-QSB for the Quarter ended June 30,
     1995.

(d)  Agreement of Limited  Partnership  for Pelham Place,  L.P.,  between Pelham
     Place,  GP,  a South  Carolina  limited  partnership,  is  incorporated  by
     reference to Exhibit 28A to the  Registrant's  Quarterly  Report on Current
     Report on Form 10-QSB for the Quarter ended June 30, 1995.

99   Certification of Chief Executive Officer and Chief Financial Officer

<PAGE>

Exhibit 99


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                   Section 906 of the Sarbanes-Oxley Act of 2002



In connection  with the Annual Report on Form 10-KSB of McCombs Realty  Partners
(the  "Partnership"),  for the year ended  December  31,  2002 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), Patrick J.
Foye, as the equivalent of the chief executive  officer of the Partnership,  and
Paul J.  McAuliffe,  as the  equivalent  of the chief  financial  officer of the
Partnership,  each hereby  certifies,  pursuant to 18 U.S.C.  Section  1350,  as
adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, that, to the
best of his knowledge:

      (1)   The Report fully complies with the  requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

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


                                           /s/Patrick J. Foye
                                    Name:  Patrick J. Foye
                                    Date:  March 28, 2003


                                           /s/Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  March 28, 2003


This  certification  accompanies  the  Report  pursuant  to  Section  906 of the
Sarbanes-Oxley  Act of 2002 and shall not,  except to the extent required by the
Sarbanes-Oxley  Act of 2002, be deemed filed by the  Partnership for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.