UNITED STATES
                       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, 2004

[ ]   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.  $1,400,000

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, 2004. 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.  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;  litigation,  including  costs  associated  with  prosecuting  and
defending  claims  and  any  adverse   outcomes,   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 (the "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, 2004, 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.

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.

From time to time, the Federal Bureau of  Investigation,  or FBI, and the United
States  Department  of  Homeland  Security  issue  alerts  regarding   potential
terrorist threats  involving  apartment  buildings.  Threats of future terrorist
attacks,  such as those  announced  by the FBI and the  Department  of  Homeland
Security,  could  have a  negative  effect on rent and  occupancy  levels at the
Partnership's  property.  The effect that future terrorist activities or threats
of such activities could have on the  Partnership's  operations is uncertain and
unpredictable. If the Partnership were to incur a loss at a property as a result
of an act of  terrorism,  the  Partnership  could  lose all or a portion  of the
capital  invested  in the  property,  as well as the  future  revenue  from  the
property.  In this regard, the Partnership has purchased insurance to cover acts
of terrorism. The General Partner does not anticipate that these costs will have
a negative  effect on the  Partnership's  consolidated  financial  condition  or
results of operations.

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.

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:
<TABLE>
<CAPTION>

                                   Date of
Property                           Purchase      Type of Ownership           Use

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

(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              $ 6,755      $ 5,066      3-30 yrs     S/L        $ 932
</TABLE>

See "Note B - 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                    2004         Rate     Amortized    Date      Maturity (2)
                       (in thousands)                                   (in thousands)

Lakewood at Pelham
<S>                       <C>            <C>         <C>     <C>   <C>     <C>
  1st mortgage            $ 5,201        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  C -  Mortgage  Note  Payable"  to the  consolidated  financial
      statements  included in "Item 7. Financial  Statements" for other specific
      details about the fixed rate loan.

Schedule of Rental Rate and Occupancy:

Average annual rental rate and occupancy for 2004 and 2003 for the property were
as follows:

                                    Average Annual               Average Annual
                                      Rental Rate                  Occupancy
                                      (per unit)
 Property                        2004            2003           2004        2003

 Lakewood at Pelham             $5,171          $5,278          90%          91%

As noted under "Item 1.  Description of Business",  the real estate  industry is
highly  competitive.  The Partnership's  property 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 Rate:

Real estate taxes and rate in 2004 for the property were as follows:

                                                2004            2004
                                               Billing          Rate
                                           (in thousands)

       Lakewood at Pelham                        $69            1.50%

Capital Improvements:

Lakewood at Pelham

The  Partnership  completed  approximately  $92,000 of capital  improvements  at
Lakewood at Pelham during the year ended December 31, 2004, consisting primarily
of air  conditioning  upgrades and  appliance and floor  covering  replacements.
These  improvements  were funded from  operations  and insurance  proceeds.  The
Partnership  regularly  evaluates the capital improvement needs of the property.
While the Partnership has no material commitments for property  improvements and
replacements,  certain routine capital expenditures are anticipated during 2005.
Such capital  expenditures will depend on the physical condition of the property
as well as  replacement  reserves  and  anticipated  cash flow  generated by the
property.

Capital  expenditures will be incurred only if cash is available from operations
or from  Partnership  reserves.  To the extent  that  capital  improvements  are
completed,  the Partnership's  distributable cash flow, if any, may be adversely
affected, at least in the short term.

Item 3.     Legal Proceedings

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates  of the General  Partner,  are  defendants in an action in the United
States  District Court,  District of Columbia.  The plaintiffs have styled their
complaint as a collective action under the Fair Labor Standards Act ("FLSA") and
seek to certify state  subclasses in California,  Maryland,  and the District of
Columbia. Specifically, the plaintiffs contend that AIMCO Properties L.P. failed
to  compensate  maintenance  workers  for time  that they  were  required  to be
"on-call."  Additionally,  plaintiffs  allege AIMCO  Properties  L.P.  failed to
comply  with the FLSA in  compensating  maintenance  workers  for time that they
worked in responding to a call while  "on-call."  The  defendants  have filed an
answer to the amended complaint denying the substantive  allegations.  Discovery
relating  to the  certification  of the  collective  action  has  concluded  and
briefing on the matter is underway.  Although the outcome of any  litigation  is
uncertain,  AIMCO  Properties,  L.P. does not believe that the ultimate  outcome
will have a material  adverse  effect on its  financial  condition or results of
operations.  Similarly,  the General  Partner does not believe that the ultimate
outcome will have a material  adverse effect on the  Partnership's  consolidated
financial condition or results of operations.

Item 4.     Submission of Matters to a Vote of Partners

During the quarter ended  December 31, 2004, no matters were submitted to a vote
of the Unit holders through the solicitation of proxies or otherwise.

                                     PART II

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

As of  December  31,  2004,  the number of  holders  of record of the  17,169.13
Limited  Partnership  Units (the  "Units") was 1,007.  Affiliates of the General
Partner owned  4,558.50  Units or 26.55% at December 31, 2004. No public trading
market has developed for the Units, and it is not anticipated that such a market
will develop in the future. In 2004, the number of Units decreased by 3.3 Units,
due to Limited Partners  abandoning their Units. In abandoning his or her 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
consolidated statements of operations included in "Item 7. Financial Statements"
is calculated based on the number of Units outstanding at the end of the year.

There were no  distributions to the partners during the years ended December 31,
2004 and 2003. Future cash  distributions  will depend on the levels of net cash
generated from operations,  the timing of the debt maturity,  refinancing and/or
property sale. The  Partnership  is currently  planning on refinancing  the debt
encumbering   Lakewood  at  Pelham  prior  to  its  July  2005   maturity.   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
any distributions to its partners in 2005 or subsequent periods.  Any additional
funds  will be  distributed  in  accordance  with the  terms of the  Partnership
Agreement as modified by the Partnership's  Plan of Reorganization  ("the Plan")
(as  discussed  in "Item 6.  Management's  Discussion  and  Analysis  or Plan of
Operation").  See "Item 2. Description of Property - Capital  Improvements"  for
information relating to capital expenditures at the property.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 4,558.50 Units in the  Partnership
representing  26.55% of the outstanding  Units at December 31, 2004. 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  in  exchange  for  cash or a  combination  of cash  and  units  in  AIMCO
Properties,  L.P., the operating  partnership of AIMCO,  either through  private
purchases or tender offers.  Pursuant to the Partnership Agreement,  unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters  that  include,  but are not  limited  to,  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.

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.

The  Partnership's  financial  results depend upon a number of factors including
the ability to attract and maintain tenants at the investment property, interest
rates on mortgage  loans,  costs  incurred to operate the  investment  property,
general economic conditions and weather. 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,  the  General  Partner  may use  rental  concessions  and  rental  rate
reductions  to offset  softening  market  conditions;  accordingly,  there is no
guarantee that the General Partner will be able to sustain such a plan. Further,
a number of factors that are outside the control of the Partnership  such as the
local  economic  climate and  weather can  adversely  or  positively  affect the
Partnership's financial results.

Results of Operations

The   Partnership's   net  loss  for  the  year  ended  December  31,  2004  was
approximately $262,000 as compared to net loss of approximately $195,000 for the
year ended  December 31, 2003. The increase in net loss is due to an increase in
total expenses and a decrease in total revenues.  The increase in total expenses
is due to increases  in both  operating  and  depreciation  expenses,  partially
offset  by  decreases  in both  general  and  administrative  and  property  tax
expenses.  Interest  expense  remained  relatively  constant for the  comparable
periods.  The increase in operating  expenses is primarily due to an increase in
payroll  related  expenses at Lakewood at Pelham.  The increase in  depreciation
expense  is a result of  property  improvements  and  replacements  placed  into
service at the Partnership's  investment property during the past twelve months.
The  decrease  in  property  tax  expense is due to a  successful  appeal of the
property  taxes  charged  in  2004  which  resulted  in a  reassessment  of  the
property's  value.  The  decrease  in general  and  administrative  expenses  is
primarily  due to decreases in the cost of services  included in the  management
reimbursements to the General Partner as allowed under the Partnership Agreement
and audit fees.  Also  included in general and  administrative  expenses for the
years ended December 31, 2004 and 2003 are costs  associated  with the quarterly
and annual communications with investors and regulatory agencies.

The decrease in total revenues is due to a decrease in rental income,  partially
offset  by an  increase  in other  income.  The  decrease  in  rental  income is
primarily  due to  decreases  in the average  rental rate and  occupancy  and an
increase in bad debt expense at the  Partnership's  investment  property.  Other
income increased primarily due to increases in utility  reimbursements,  laundry
income,  and cleaning and damage  fees,  partially  offset by a decrease in late
charges at Lakewood at Pelham.

In October 2002, a fire occurred at Lakewood at Pelham, which resulted in damage
to the laundry area. The property  incurred  damages of  approximately  $52,000.
Insurance proceeds of approximately  $26,000 were received during the year ended
December  31,  2003 to  partially  cover  the  damages.  After  writing  off the
undepreciated  cost  of  the  damaged  asset  of  approximately   $11,000,   the
Partnership  recognized a casualty gain of approximately $15,000 from this event
during the year ended  December  31,  2003.  During the year ended  December 31,
2004, the Partnership  received  additional  proceeds of approximately  $16,000,
resulting  in a  casualty  gain of  approximately  $16,000  for the  year  ended
December 31, 2004.

Liquidity and Capital Resources

At  December  31,  2004,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $30,000 as compared  to  approximately  $132,000 at December  31,
2003. The decrease in cash and cash equivalents of approximately $102,000 is due
to approximately  $91,000 of cash used in investing activities and approximately
$71,000 of cash used in operating activities,  partially offset by approximately
$60,000  of cash  provided  by  financing  activities.  Cash  used in  investing
activities consisted of property  improvements and replacements and net deposits
to an escrow  account  maintained by the mortgage  lender,  partially  offset by
insurance proceeds received.  Cash provided by financing activities consisted of
advances from an affiliate of the General Partner,  partially offset by payments
of  principal  made on the mortgage  encumbering  the  Partnership's  investment
property.  The  Partnership  invests  its working  capital  reserves in interest
bearing accounts.

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 Partnership and to comply with Federal,  state
and local  legal and  regulatory  requirements.  The  General  Partner  monitors
developments in the area of legal and regulatory  compliance.  For example,  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. The Partnership regularly evaluates the capital improvement needs of
the property.  While the  Partnership  has no material  commitments for property
improvements  and  replacements,   certain  routine  capital   expenditures  are
anticipated  during 2005. Such capital  expenditures will depend on the physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

The  capital  improvements  will be  incurred  only if  cash is  available  from
operations or from Partnership reserves. To the extent that 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  encumbering  Lakewood  at Pelham  of  approximately
$5,201,000  is  being  amortized  over  30  years  with  a  balloon  payment  of
approximately  $5,151,000  due July 2005.  The General  Partner  will 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 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 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.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 4,558.50 Units in the  Partnership
representing  26.55% of the outstanding  Units at December 31, 2004. 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  in  exchange  for  cash or a  combination  of cash  and  units  in  AIMCO
Properties,  L.P., the operating  partnership of AIMCO,  either through  private
purchases or tender offers.  Pursuant to the Partnership Agreement,  unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters  that  include,  but are not  limited  to,  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

The  Partnership's  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  property.  These factors include, but are not limited
to,  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 impairment of the Partnership's
asset.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership will offer rental concessions during particularly slow months or
in response  to heavy  competition  from other  similar  complexes  in the area.
Rental income attributable to leases, net of any concessions, is recognized on a
straight-line  basis over the term of the lease.  The Partnership  evaluates all
accounts  receivable  from  residents and  establishes  an allowance,  after the
application of security deposits,  for accounts greater than 30 days past due on
current tenants and all receivables due from former tenants.

Item 7.     Financial Statements


MCCOMBS REALTY PARTNERS

LIST OF FINANCIAL STATEMENTS


      Report of Independent Registered Public Accounting Firm

      Consolidated Balance Sheet - December 31, 2004

      Consolidated  Statements of  Operations - Years ended  December 31, 2004
      and 2003

      Consolidated  Statements  of Changes in Partners'  Deficit - Years ended
      December 31, 2004 and 2003

      Consolidated Statements of Cash Flows - Years ended December 31, 2004
      and 2003

      Notes to Consolidated Financial Statements



<PAGE>



           Report of Independent Registered Public Accounting Firm


The Partners
McCombs Realty Partners

We have audited the  accompanying  consolidated  balance sheet of McCombs Realty
Partners as of December 31, 2004,  and the related  consolidated  statements  of
operations,  changes in  partners'  deficit,  and cash flows for each of the two
years in the period ended December 31, 2004. These financial  statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (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.  We were not engaged to perform an
audit of the Partnership's internal control over financial reporting.  Our audit
included  consideration of internal control over financial  reporting as a basis
for designing audit  procedures that are appropriate in the  circumstances,  but
not for the  purpose  of  expressing  an  opinion  on the  effectiveness  of the
Partnership's internal control over financial reporting. Accordingly, we express
no such opinion.  An audit also includes  examining,  on a test basis,  evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the consolidated  financial  position of McCombs Realty
Partners at December 31, 2004,  and the  consolidated  results of its operations
and its cash flows for each of the two years in the period  ended  December  31,
2004, in conformity with accounting  principles generally accepted in the United
States.

The accompanying  consolidated  financial statements have been prepared assuming
that the Partnership  will continue as a going concern.  As more fully described
in  Note  A to  the  consolidated  financial  statements,  the  Partnership  has
inadequate  liquidity  due to declining  operating  results.  In  addition,  the
investment  property's  mortgage  matures in July 2005 with a balloon payment of
$5,151,000 due at that time. These conditions raise  substantial doubt about the
Partnership's  ability to continue  as a going  concern.  Management's  plans in
regard to these matters are also described in Note A. The consolidated financial
statements do not include any adjustments to reflect the possible future effects
on  the   recoverability  and  classification  of  assets  or  the  amounts  and
classification  of  liabilities  that  may  result  from  the  outcome  of  this
uncertainty.

                                                         /S/ERNST & YOUNG, LLP


Greenville, South Carolina
March 21, 2005

<PAGE>

                             MCCOMBS REALTY PARTNERS

                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2004
<TABLE>
<CAPTION>


Assets
<S>                                                                           <C>
   Cash and cash equivalents                                                  $ 30
   Receivables and deposits                                                      88
   Restricted escrow                                                            148
   Other assets                                                                  57
   Investment property (Notes C and F):
      Land                                                     $ 499
      Buildings and related personal property                   6,256
                                                                6,755
      Less accumulated depreciation                            (5,066)        1,689
                                                                            $ 2,012

Liabilities and Partners' Deficit
Liabilities
    Accounts payable                                                          $ 62
    Tenant security deposit liabilities                                          28
    Other liabilities                                                            82
    Due to affiliates (Note E)                                                  311
    Mortgage note payable (Note C)                                            5,201

Partners' Deficit
   General Partner                                              $ (1)
   Limited partners (17,169.13 units issued and
      outstanding)                                             (3,671)       (3,672)
                                                                            $ 2,012

        See Accompanying 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,
                                                              2004         2003
Revenues:
<S>                                                          <C>          <C>
   Rental income                                             $ 1,181      $ 1,233
   Other income                                                  203          168
   Casualty gain (Note G)                                         16           15
      Total revenues                                           1,400        1,416

Expenses:
   Operating                                                     754          649
   General and administrative                                    106          132
   Depreciation                                                  276          271
   Interest                                                      455          453
   Property taxes                                                 71          106
      Total expenses                                           1,662        1,611

Net loss (Note D)                                            $ (262)      $ (195)

Net loss allocated to general partner                         $ --         $ --
Net loss allocated to limited partners                          (262)        (195)
                                                             $ (262)      $ (195)

Net loss per limited partnership unit                        $(15.26)     $(11.36)

        See Accompanying 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, 2002                     17,172.43      $ (1)      $(3,214)   $(3,215)

Net loss for the year ended
  December 31, 2003                            --          --        (195)      (195)

Partners' deficit at
  December 31, 2003                     17,172.43         (1)      (3,409)    (3,410)

Abandonment of Limited Partnership
  Units (Note H)                             (3.3)        --           --         --

Net loss for the year ended
  December 31, 2004                            --          --        (262)      (262)

Partners' deficit at
  December 31, 2004                     17,169.13       $ (1)     $(3,671)   $(3,672)

        See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


                             MCCOMBS REALTY PARTNERS

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
<TABLE>
<CAPTION>

                                                              Years Ended December 31,
                                                                  2004        2003
Cash flows from operating activities:
<S>                                                              <C>         <C>
  Net loss                                                       $ (262)     $ (195)
  Adjustments to reconcile net loss to net
   cash (used in)provided by operating activities:
     Depreciation                                                   276          271
     Amortization of loan costs                                      19           19
     Bad debt expense                                                77           64
     Casualty gain                                                  (16)         (15)
     Change in accounts:
       Receivables and deposits                                    (106)         (84)
       Other assets                                                 (16)         (15)
       Accounts payable                                             (26)          58
       Tenant security deposit liabilities                           (6)          16
       Accrued property taxes                                      (106)         106
       Due to affiliates                                             77           79
       Other liabilities                                             18            3

          Net cash (used in) provided by operating
             activities                                             (71)         307

Cash flows from investing activities:
  Insurance proceeds received                                        16           26
  Property improvements and replacements                            (78)        (158)
  Net deposits to restricted escrow                                 (29)         (38)

          Net cash used in investing activities                     (91)        (170)

Cash flows from financing activities:
  Payments on mortgage note payable                                 (95)         (87)
  Advances from affiliate                                           155           --

          Net cash provided by (used in) financing
             activities                                              60          (87)

Net (decrease) increase in cash and cash equivalents               (102)          50

Cash and cash equivalents at beginning of year                      132           82

Cash and cash equivalents at end of year                          $ 30        $ 132

Supplemental disclosure of cash flow information:
  Cash paid for interest                                         $ 425        $ 433
Supplemental disclosure of non-cash activity:
  Property improvements and replacements in accounts
    payable                                                       $ 14        $ --

        See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>

                             MCCOMBS REALTY PARTNERS

                  Notes to Consolidated Financial Statements

                                December 31, 2004

Note A - Going Concern

The accompanying  consolidated  financial statements have been prepared assuming
McCombs Realty  Partners (the  "Partnership")  will continue as a going concern.
The Partnership has decreasing  occupancy  levels,  suffers from a lack of cash,
and has debt of  approximately  $5,151,000  maturing in July of 2005. Based upon
current  operations,  the Partnership does not anticipate that proceeds from the
new financing will be sufficient to repay the existing debt. If the  Partnership
defaults on its scheduled debt repayment,  the Partnership  will risk losing its
sole investment property through foreclosure. The Partnership's general partner,
CRPTEX,   Inc.,  a  Texas  corporation  (the  "General  Partner")  is  currently
evaluating  its options with respect to obtaining  financing for the  investment
property.  The General Partner is currently  evaluating its means to improve the
operations  of the property and  increase  occupancy  levels to improve the cash
flows generated by the property.

As a result of the above,  there is  substantial  doubt about the  Partnership's
ability to continue as a going concern. The consolidated financial statements do
not  include  any  adjustments  to reflect the  possible  future  effects on the
recoverability and classification of assets or the amounts and classification of
liabilities that may result from the outcome of this uncertainty.

Note B - 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 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  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 17,169.13 and 17,172.43  Limited  Partnership
units (the "Units") outstanding at December 31, 2004 and 2003, respectively (see
"Note H - 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  loss  per  Limited  Partnership  unit is based  on the  number  of  Limited
Partnership  units  outstanding  (17,169.13  and  17,172.43  in 2004  and  2003,
respectively)  and the net 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  consolidated   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 consolidated  financial  statements and accompanying  notes.  Actual results
could differ from those estimates.

Investment Property

Investment  property  consists of one  apartment  complex and is stated at cost.
Acquisition  fees are  capitalized  as a cost of real  estate.  The  Partnership
capitalizes  all  expenditures  in  excess of $250  that  clearly  relate to the
acquisition and  installation of real and personal  property  components.  These
expenditures  include costs incurred to replace  existing  property  components,
costs  incurred  to add a material  new  feature to a  property,  and costs that
increase  the useful life or service  potential of a property  component.  These
capitalized   costs  are  depreciated   over  the  useful  life  of  the  asset.
Expenditures for ordinary repairs,  maintenance and apartment turnover costs are
expensed as incurred.  In  accordance  with  Statement  or 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, 2004 or
2003.

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 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 will offer rental concessions during particularly slow months or
in response to heavy  competition  from similar  complexes  in the area.  Rental
income  attributable  to leases,  net of any  concessions,  is  recognized  on a
straight-line  basis over the term of the lease.  The Partnership  evaluates all
accounts  receivable  from  residents and  establishes  an allowance,  after the
application of security deposits,  for accounts greater than 30 days past due on
current tenants and all receivables due from former tenants.

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.

Deferred Costs

Loan  costs  of  approximately  $193,000,   less  accumulated   amortization  of
approximately  $182,000,  are included in other  assets and are being  amortized
over the term of the related loan agreement.  Amortization expense for both 2004
and  2003  was  approximately  $19,000  and is  included  in  interest  expense.
Amortization  expense is expected to be approximately  $11,000 in 2005, at which
time loan costs will be fully amortized.

Leasing   commissions  and  other  direct  costs  incurred  in  connection  with
successful  leasing  efforts are  deferred and  amortized  over the terms of the
related leases. Amortization of these costs is included in operating expenses.

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 $24,000 at December 31, 2004 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 $28,000 and $23,000
for the years ended December 31, 2004 and 2003, 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  approximate  their  fair  value  due to the  short  term
maturity of these instruments,  including the mortgage  encumbering  Lakewood at
Pelham.

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, 2004, the account
balance was  approximately  $148,000,  which includes  interest  earned on these
funds.

Note C - Mortgage Note Payable

The terms of the mortgage note payable are as follows:
<TABLE>
<CAPTION>

                        Principal     Monthly                            Principal
                       Balance At     Payment      Stated                 Balance
                      December 31,   Including    Interest  Maturity       Due At
Property                  2004        Interest      Rate      Date        Maturity
                            (in thousands)                             (in thousands)
Lakewood at Pelham
<S>                      <C>            <C>         <C>     <C>   <C>     <C>
  1st mortgage           $ 5,201        $ 43        8.1%    07/01/05      $ 5,151
</TABLE>

The  mortgage  note  payable is a fixed  rate  mortgage  which  carries a stated
interest  rate of 8.1%  and is being  amortized  over 30  years  with a  balloon
payment due July 1, 2005.  The  mortgage  note payable is secured by a pledge of
the  Partnership's  rental  property  and  by a  pledge  of  revenues  from  the
respective rental property.  The investment  property may not be sold subject to
the existing  indebtedness.  Additionally,  the mortgage note payable requires a
prepayment penalty if repaid prior to maturity.

Note D - 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):

                                              2004         2003

Net loss as reported                         $  (262)      $ (195)
Add (deduct)
  Depreciation and amortization                  156          143
  Other                                         (100)          14

Federal taxable loss                         $  (206)      $  (38)

Federal taxable loss per
 limited partnership unit                    $ (2.67)      $(2.21)

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                                   $(3,672)
Current year tax basis net loss
  under financial statement net loss                     56
Prior year cumulative tax basis net loss
  over financial statement net loss                    (846)

Total partner's deficit - Federal
  income tax basis                                  $(4,462)

Note E - Transactions with Affiliated Parties

The  Partnership  has no  employees  and depends 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.

Affiliates  of the  General  Partner  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
$68,000  for each of the years  ended  December  31,  2004 and  2003,  which are
included in operating expenses.

Affiliates of the General Partner charged the Partnership for  reimbursement  of
accountable  administrative  expenses  amounting  to  approximately  $66,000 and
$85,000 for the years ended December 31, 2004 and 2003, respectively,  which are
included in general and administrative expenses. For the year ended December 31,
2003, the first three quarters were based on estimated amounts and in the fourth
quarter of 2003, the reimbursements of accountable  administrative expenses were
adjusted  based  on  actual  costs  (see  Note  I).  Approximately  $151,000  in
reimbursement of accountable administrative expenses,  including related accrued
interest of approximately  $7,000, was owed to affiliates of the General Partner
at December 31, 2004 and is included in due to affiliates.

During the year ended  December  31, 2004,  an affiliate of the General  Partner
advanced the Partnership  approximately  $155,000 to fund operating expenses and
audit fees.  This advance  accrues  interest at the prime rate plus 2% (7.25% at
December 31, 2004).  Interest  expense for the year ended  December 31, 2004 was
approximately  $5,000. At December 31, 2004, the total outstanding  advances and
accrued  interest  was  approximately   $160,000  and  is  included  in  due  to
affiliates.  There  were no such  advances  made by the  General  Partner to the
Partnership during the year ended December 31, 2003.

The  Partnership  insures 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, 2004 and 2003, the Partnership was
charged  by  AIMCO  and  its  affiliates   approximately  $25,000  and  $23,000,
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 4,558.50 limited  partnership units
(the "Units") in the Partnership representing 26.55% of the outstanding Units at
December  31,  2004.  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 in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action with  respect to a variety of matters that  include,  but are not limited
to,  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 F - 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           $ 5,201          $ 695        $ 6,730         $ (670)
</TABLE>

<TABLE>
<CAPTION>

            Gross Amount At Which Carried
                   At December 31, 2004
                      (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     $ 6,256   $ 6,755      $ 5,066        1980      01/85        3-30
</TABLE>

Reconciliation of "investment property and accumulated depreciation":

                                              Years Ended December 31,
                                                 2004          2003
                                                   (in thousands)
Investment Property
Balance at beginning of year                    $ 6,671       $ 6,536
    Property improvements                            92           158
    Disposal of property                             (8)          (23)
Balance at end of year                          $ 6,755       $ 6,671

Accumulated Depreciation
Balance at beginning of year                    $ 4,798       $ 4,539
    Additions charged to expense                    276           271
    Disposal of property                             (8)          (12)
Balance at end of year                          $ 5,066       $ 4,798

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2004  and  2003  is  approximately   $9,387,000  and  $9,311,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at  December  31,  2004 and 2003 is  approximately  $8,455,000  and  $8,335,000,
respectively.

Note G - Casualty Event

In October 2002, a fire occurred at Lakewood at Pelham, which resulted in damage
to the laundry area. The property  incurred  damages of  approximately  $52,000.
Insurance proceeds of approximately  $26,000 were received during the year ended
December  31,  2003 to  partially  cover  the  damages.  After  writing  off the
undepreciated  costs  of  the  damaged  asset  of  approximately   $11,000,  the
Partnership  recognized a casualty gain of approximately $15,000 from this event
during the year ended  December  31,  2003.  During the year ended  December 31,
2004, the Partnership  received  additional  proceeds of approximately  $16,000,
resulting  in a  casualty  gain of  approximately  $16,000  for the  year  ended
December 31, 2004.

Note H - Abandonment of Limited Partnership Units

In 2004, the number of Limited  Partnership  Units decreased by 3.3 Units due to
Limited  Partners  abandoning  their Units.  In abandoning  his or her Units,  a
Limited Partner relinquishes all right, title and interest in the Partnership as
of the date of abandonment.  The loss per Unit in the accompanying  consolidated
statements of operations is calculated based on the number of Units  outstanding
at the end of the year.

Note I - Fourth-Quarter Adjustments

During  2004,  the  Partnership  successfully  appealed  the  assessed  value of
Lakewood  at Pelham.  For the first  three  quarters  of 2004,  the  Partnership
recorded  property tax expense based on the  property's  assessed value prior to
the  successful  appeal.  During the fourth  quarter  of 2004,  the  Partnership
recorded an adjustment to  receivables  and deposits and property tax expense of
approximately  ($38,000) as a result of the  successful  appeal.  Subsequent  to
December 31, 2004, the Partnership  received a refund of  approximately  $38,000
related to the overpayment of property taxes for 2004.

The Partnership's  policy is to record management  reimbursements to the General
Partner as allowed under the Partnership  Agreement on a quarterly basis,  using
estimated  financial  information  furnished  by an  affiliate  of  the  General
Partner.  For  the  first  three  quarters  of  2003,  these  reimbursements  of
accountable  administrative expenses were based on estimated amounts. During the
fourth  quarter of 2003,  the  Partnership  recorded an adjustment to management
reimbursements  to  the  General  Partner  of  approximately  $24,000  due  to a
difference  in the  estimated  costs and the actual costs  incurred.  The actual
management reimbursements to the General Partner for the year ended December 31,
2003  were  approximately  $83,000,  as  compared  to the  estimated  management
reimbursements  to the General  Partner for the nine months ended  September 30,
2003 of approximately  $45,000. The adjustment to management  reimbursements was
included in general and administrative expenses.

Note J - Contingencies

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates  of the General  Partner,  are  defendants in an action in the United
States  District Court,  District of Columbia.  The plaintiffs have styled their
complaint as a collective action under the Fair Labor Standards Act ("FLSA") and
seek to certify state  subclasses in California,  Maryland,  and the District of
Columbia. Specifically, the plaintiffs contend that AIMCO Properties L.P. failed
to  compensate  maintenance  workers  for time  that they  were  required  to be
"on-call."

Additionally,  plaintiffs allege AIMCO Properties L.P. failed to comply with the
FLSA in compensating maintenance workers for time that they worked in responding
to a call while  "on-call." The  defendants  have filed an answer to the amended
complaint  denying  the  substantive  allegations.  Discovery  relating  to  the
certification of the collective  action has concluded and briefing on the matter
is  underway.  Although  the  outcome  of any  litigation  is  uncertain,  AIMCO
Properties, L.P. does not believe that the ultimate outcome will have a material
adverse effect on its financial  condition or results of operations.  Similarly,
the General  Partner  does not believe  that the  ultimate  outcome  will have a
material adverse effect on the Partnership's consolidated financial condition or
results of operations.

The  Partnership  is unaware  of any other  pending  or  outstanding  litigation
matters involving it or its investment property that are not of a routine nature
arising in the ordinary course of business.

Environmental

Various  Federal,  state and local laws subject  property owners or operators to
liability for management,  and the costs of removal or  remediation,  of certain
hazardous  substances  present on a property.  Such laws often impose  liability
without regard to whether the owner or operator knew of, or was responsible for,
the release or presence of the  hazardous  substances.  The  presence of, or the
failure to manage or remedy properly,  hazardous substances may adversely affect
occupancy at affected  apartment  communities and the ability to sell or finance
affected properties.  In addition to the costs associated with investigation and
remediation  actions brought by government  agencies,  the presence of hazardous
substances  on a  property  could  result in claims by  private  plaintiffs  for
personal injury,  disease,  disability or other  infirmities.  Various laws also
impose  liability for the cost of removal,  remediation or disposal of hazardous
substances  through a  licensed  disposal  or  treatment  facility.  Anyone  who
arranges for the disposal or treatment of hazardous  substances  is  potentially
liable  under such laws.  These laws often impose  liability  whether or not the
person arranging for the disposal ever owned or operated the disposal  facility.
In connection with the ownership and operation of its property,  the Partnership
could  potentially be liable for  environmental  liabilities or costs associated
with its property.

Mold

The Partnership is aware of lawsuits  against owners and managers of multifamily
properties asserting claims of personal injury and property damage caused by the
presence of mold, some of which have resulted in substantial  monetary judgments
or settlements. The Partnership has only limited insurance coverage for property
damage loss claims  arising from the  presence of mold and for  personal  injury
claims  related  to  mold  exposure.  Affiliates  of the  General  Partner  have
implemented a national  policy and  procedures to prevent or eliminate mold from
its  properties  and the  General  Partner  believes  that these  measures  will
eliminate,  or at least minimize, the effects that mold could have on residents.
To date,  the  Partnership  has not incurred any material  costs or  liabilities
relating to claims of mold exposure or to abate mold conditions. Because the law
regarding  mold is unsettled and subject to change the General  Partner can make
no assurance that liabilities resulting from the presence of or exposure to mold
will  not have a  material  adverse  effect  on the  Partnership's  consolidated
financial condition or results of operations.

SEC Investigation

As  previously  disclosed,  the  Central  Regional  Office of the United  States
Securities  and  Exchange   Commission   (the  "SEC")  is  conducting  a  formal
investigation relating to certain matters.  Although the staff of the SEC is not
limited  in the  areas  that it may  investigate,  AIMCO  believes  the areas of
investigation include AIMCO's miscalculated monthly net rental income figures in
third quarter 2003,  forecasted  guidance,  accounts payable,  rent concessions,
vendor  rebates,  capitalization  of payroll and certain  other  costs,  and tax
credit  transactions.  AIMCO is cooperating  fully. AIMCO is not able to predict
when the matter  will be  resolved.  AIMCO does not  believe  that the  ultimate
outcome  will  have a  material  adverse  effect on its  consolidated  financial
condition  or results of  operations.  Similarly,  the General  Partner does not
believe that the ultimate  outcome  will have a material  adverse  effect on the
Partnership's consolidated financial condition or results of operations.


<PAGE>



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

None.

Item 8A. Controls and Procedures

(a) Disclosure Controls and Procedures.  The Partnership's management,  with the
participation of 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,  has evaluated
the  effectiveness of the Partnership's  disclosure  controls and procedures (as
such term is defined  in Rules  13a-15(e)  and  15d-15(e)  under the  Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act")) as of the end of the
period covered by this report. Based on such evaluation, 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  concluded  that, as of the end of such
period, the Partnership's disclosure controls and procedures are effective.

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fourth quarter of 2004 that have materially  affected,  or are reasonably likely
to  materially  affect,  the  Partnership's   internal  control  over  financial
reporting.

Item 8B.    Other Information

None.
                                    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 directors and
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.

Martha L. Long                   45   Director and Senior Vice President
Harry G. Alcock                  42   Director and Executive Vice President
Miles Cortez                     61   Executive Vice President, General Counsel
                                      and Secretary
Patti K. Fielding                41   Executive Vice President
Paul J. McAuliffe                48   Executive Vice President and Chief
                                      Financial Officer
Thomas M. Herzog                 42   Senior Vice President and Chief Accounting
                                     Officer
Stephen B. Waters                43   Vice President

Martha L. Long has been a Director  and Senior  Vice  President  of the  General
Partner since February 2004. Ms. Long has been with AIMCO since October 1998 and
has served in various  capacities.  From 1998 to 2001, Ms. Long served as Senior
Vice President and Controller of AIMCO and the General Partner.  During 2002 and
2003,  Ms. Long served as Senior Vice  President of Continuous  Improvement  for
AIMCO.

Harry G. Alcock was  appointed  as a Director of the General  Partner in October
2004 and was  appointed  Executive  Vice  President  of the  General  Partner in
February 2004 and has been Executive Vice President and Chief Investment Officer
of AIMCO since October  1999.  Prior to October 1999 Mr. Alcock served as a Vice
President  of AIMCO  from July 1996 to October  1997,  when he was  promoted  to
Senior Vice  President  Acquisitions  where he served until  October  1999.  Mr.
Alcock has had responsibility for acquisition and financing  activities of AIMCO
since July 1994.

Miles  Cortez was  appointed  Executive  Vice  President,  General  Counsel  and
Secretary of the General  Partner in February  2004 and of AIMCO in August 2001.
Prior to joining  AIMCO,  Mr. Cortez was the senior  partner of Cortez  Macaulay
Bernhardt  &  Schuetze  LLC,  a Denver  law firm,  from  December  1997  through
September 2001.

Patti K. Fielding was appointed  Executive  Vice President - Securities and Debt
of the General  Partner in  February  2004 and of AIMCO in  February  2003.  Ms.
Fielding was  appointed  Treasurer  of AIMCO in January  2005.  Ms.  Fielding is
responsible  for  debt  financing  and the  treasury  department.  Ms.  Fielding
previously  served as Senior Vice  President - Securities and Debt of AIMCO from
January 2000 to February 2003. Ms.  Fielding  joined AIMCO in February 1997 as a
Vice President.

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

Thomas M.  Herzog was  appointed  Senior  Vice  President  and Chief  Accounting
Officer of the General  Partner in February  2004 and of AIMCO in January  2004.
Prior to  joining  AIMCO in January  2004,  Mr.  Herzog  was at GE Real  Estate,
serving  as Chief  Accounting  Officer & Global  Controller  from  April 2002 to
January 2004 and as Chief Technical Advisor from March 2000 to April 2002. Prior
to joining GE Real  Estate,  Mr.  Herzog was at  Deloitte & Touche LLP from 1990
until 2000.

Stephen B. Waters was appointed Vice  President of the General  Partner in April
2004. Mr. Waters previously served as a Director of Real Estate Accounting since
joining AIMCO in September 1999. Mr. Waters has responsibilities for real estate
and partnership accounting with AIMCO.

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 board of  directors of the General  Partner  does not have a separate  audit
committee.  As such, the board of directors of the General Partner  fulfills the
functions of an audit  committee.  The board of directors  has  determined  that
Martha L. Long meets the requirement of an "audit committee financial expert".

The  directors  and  officers of the General  Partner  with  authority  over the
Partnership are all employees of subsidiaries of AIMCO. AIMCO has adopted a code
of ethics that applies to such  directors and officers that is posted on AIMCO's
website  (www.AIMCO.com).  AIMCO's  website is not  incorporated by reference to
this filing.

Item 10.    Executive Compensation

No remuneration  was paid to the General Partner nor its directors or any of its
officers during the year ended December 31, 2004.

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 (the "Units")
of the Registrant as of December 31, 2004.

Entity                                  Number of Units      Percentage
AIMCO Properties, L.P.
  (an affiliate of AIMCO)                   4,558.50           26.55%

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

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

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

Item 12.    Certain Relationships and Related Transactions

The  Partnership  has no  employees  and depends 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.

Affiliates  of the  General  Partner  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
$68,000  for each of the years  ended  December  31,  2004 and  2003,  which are
included in operating  expenses on the  consolidated  statements  of  operations
included in "Item 7. Financial Statements".

Affiliates of the General Partner charged the Partnership for  reimbursement  of
accountable  administrative  expenses  amounting  to  approximately  $66,000 and
$85,000 for the years ended December 31, 2004 and 2003, respectively,  which are
included in general and administrative expenses. For the year ended December 31,
2003, the first three quarters were based on estimated amounts and in the fourth
quarter of 2003, the reimbursements of accountable  administrative expenses were
adjusted  based  on  actual  costs  (see  Note I to the  consolidated  financial
statements included in "Item 7. Financial  Statements").  Approximately $151,000
in  reimbursement  of accountable  administrative  expenses,  including  related
accrued interest of approximately  $7,000, was owed to affiliates of the General
Partner  at  December  31,  2004 and is  included  in due to  affiliates  on the
consolidated balance sheet included in "Item 7. Financial Statements".

During the year ended  December  31, 2004,  an affiliate of the General  Partner
advanced the Partnership  approximately  $155,000 to fund operating expenses and
audit fees.  This advance  accrues  interest at the prime rate plus 2% (7.25% at
December 31, 2004).  Interest  expense for the year ended  December 31, 2004 was
approximately  $5,000. At December 31, 2004, the total outstanding  advances and
accrued interest was approximately $160,000 and is included in due to affiliates
on the  consolidated  balance sheet included in "Item 7. Financial  Statements".
There were no such  advances  made by the  General  Partner  to the  Partnership
during the year ended December 31, 2003.

The  Partnership  insures 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, 2004 and 2003, the Partnership was
charged  by  AIMCO  and  its  affiliates   approximately  $25,000  and  $23,000,
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 4,558.50 Units in the  Partnership
representing  26.55% of the outstanding  Units at December 31, 2004. 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  in  exchange  for  cash or a  combination  of cash  and  units  in  AIMCO
Properties,  L.P., the operating  partnership of AIMCO,  either through  private
purchases or tender offers.  Pursuant to the Partnership Agreement,  unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters  that  include,  but are not  limited  to,  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.

Item 13.    Exhibits

            See Exhibit Index.

Item 14.    Principal Accountant Fees and Services

The General Partner has reappointed Ernst & Young LLP as independent auditors to
audit the financial  statements of the  Partnership for 2005. The aggregate fees
billed  for  services  rendered  by  Ernst & Young  LLP for  2004  and  2003 are
described below.

Audit Fees. Fees for audit services totaled  approximately  $28,000 and $32,000,
respectively.  Fees for audit  services also include fees for the reviews of the
Partnership's Quarterly Reports on Form 10-QSB.

Tax Fees. Fees for tax services totaled  approximately  $10,000 and $8,000 for
2004 and 2003, respectively.

                                   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/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President


                                          /s/Stephen B. Waters
                                    By:   Stephen B. Waters
                                          Vice President


                                    Date: March 30, 2005


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 and on the
date indicated.


/s/Harry G. Alcock            Director and Executive        Date: March 30, 2005
Harry G. Alcock               Vice President


/s/Martha L. Long             Director and Senior Vice      Date: March 30, 2005
Martha L. Long                President


/s/Stephen B. Waters          Vice President                Date: March 30, 2005
Stephen B. Waters

                                  EXHIBIT INDEX



Exhibit

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.

31.1              Certification  of  equivalent  of  Chief  Executive  Officer
                  pursuant     to     Securities     Exchange     Act    Rules
                  13a-14(a)/15d-14(a),  as Adopted  Pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002.

31.2              Certification  of  equivalent  of  Chief  Financial  Officer
                  pursuant     to     Securities     Exchange     Act    Rules
                  13a-14(a)/15d-14(a),  as Adopted  Pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002.

32.1              Certification   Pursuant  to  18  U.S.C.  Section  1350,  as
                  Adopted  Pursuant to Section 906 of the  Sarbanes-Oxley  Act
                  of 2002.

Exhibit 31.1
                                  CERTIFICATION

I, Martha L. Long, certify that:


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

2.    Based on my knowledge,  this 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
      report;

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

4.    The  small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
      the small business issuer and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

      (b)   Evaluated  the   effectiveness   of  the  small  business   issuer's
            disclosure  controls and procedures and presented in this report our
            conclusions about the  effectiveness of the disclosure  controls and
            procedures, as of the end of the period covered by this report based
            on such evaluation; and

      (c)   Disclosed in this report any change in the small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer's  board of directors (or persons
      performing the equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely  affect the small business  issuer's
            ability  to  record,   process,   summarize  and  report   financial
            information; and


      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees who have a significant  role in the small  business
            issuer's internal control over financial reporting.


Date: March 30, 2005

                                    /s/Martha L. Long
                                    Martha L. Long
                                    Senior  Vice  President  of CRPTEX,  Inc.,
                                    equivalent of the chief executive  officer
                                    of the Partnership

Exhibit 31.2
                                  CERTIFICATION

I, Stephen B. Waters, certify that:


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

2.    Based on my knowledge,  this 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
      report;

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

4.    The  small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
      the small business issuer and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

      (b)   Evaluated  the   effectiveness   of  the  small  business   issuer's
            disclosure  controls and procedures and presented in this report our
            conclusions about the  effectiveness of the disclosure  controls and
            procedures, as of the end of the period covered by this report based
            on such evaluation; and

      (c)   Disclosed in this report any change in the small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer's  board of directors (or persons
      performing the equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely  affect the small business  issuer's
            ability  to  record,   process,   summarize  and  report   financial
            information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees who have a significant  role in the small  business
            issuer's internal control over financial reporting.

Date: March 30, 2005

                              /s/Stephen B. Waters
                                Stephen B. Waters
                              Vice President of CRPTEX, Inc.,
                              equivalent of the chief financial
                              officer of the Partnership

Exhibit 32.1


                          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,  2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"),  Martha L.
Long, as the equivalent of the chief executive  officer of the Partnership,  and
Stephen B.  Waters,  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/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  March 30, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  March 30, 2005


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