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, 2003

[ ]   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.  $1,416,000

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, 2003. 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

<PAGE>

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, 2003, the  Partnership's  sole
investment property is Lakewood at Pelham. See "Item 2. Description of Property"
for a further description of the Partnership's investment property.

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

<PAGE>

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

Risk Factors

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

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

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

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

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

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              $ 6,671     $(4,798)      3-30 yrs     S/L        $ 976
</TABLE>

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

Schedule of Property Indebtedness:

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

<TABLE>
<CAPTION>

                         Principal                                        Principal
                         Balance At     Stated                             Balance
                        December 31,   Interest    Period    Maturity       Due At
Property                    2003         Rate     Amortized    Date      Maturity (2)
                       (in thousands)                                   (in thousands)

Lakewood at Pelham
<S>                       <C>            <C>         <C>     <C>   <C>     <C>
  1st mortgage            $ 5,296        8.1%        (1)     07/01/05      $ 5,151
</TABLE>

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

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

Schedule of Rental Rate and Occupancy:

Average annual rental rate and occupancy for 2003 and 2002 for the property were
as follows:

                                    Average Annual               Average Annual
                                      Rental Rate                  Occupancy
                                      (per unit)
 Property                        2003            2002           2003        2002

 Lakewood at Pelham             $5,450          $5,891          91%          89%

The General  Partner  attributes  the  decrease  in the  average  rental rate at
Lakewood at Pelham to efforts to maintain occupancy at the property.

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 2003 for the property were as follows:

                                                2003            2003
                                               Billing          Rate
                                           (in thousands)

       Lakewood at Pelham                       $106            1.48%

Capital Improvements:

Lakewood at Pelham

The  Partnership  completed  approximately  $158,000 of capital  improvements at
Lakewood at Pelham during the year ended December 31, 2003, consisting primarily
of air conditioning  upgrades,  appliance and floor covering  replacements,  and
construction related to the fire which occurred at the property, as discussed in
"Item 6. Management's  Discussion and Analysis or Plan of Operation - Results of
Operations".  These  improvements  were  funded  from  operations,   replacement
reserves,  and insurance proceeds.  The Partnership is currently  evaluating the
capital  improvement  needs of the property for the upcoming year, and currently
expects  to  budget  approximately  $149,000.  Additional  improvements  may  be
considered and will depend on the physical  condition of the property as well as
replacement reserves and anticipated cash flow generated by the property.


<PAGE>



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

Item 3.     Legal Proceedings

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the General  Partner,
was served with a Complaint in the United  States  District  Court,  District of
Columbia alleging that AIMCO Properties L.P.  willfully  violated the Fair Labor
Standards  Act (FLSA) by failing to pay  maintenance  workers  overtime  for all
hours  worked  in  excess  of forty  per  week.  The  Complaint  is  styled as a
Collective  Action  under  the FLSA and seeks 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,  the  Complaint
alleges 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  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the  Complaint  denying the  substantive  allegations.  Discovery  is  currently
underway.

The  General  Partner  does not  anticipate  that any costs to the  Partnership,
whether legal or settlement costs, associated with this case will be material to
the Partnership's overall operations.

Item 4.     Submission of Matters to a Vote of Partners

During the quarter ended  December 31, 2003, no matters were submitted to a vote
of the Unit holders through the solicitation of proxies or otherwise.

<PAGE>

                                     PART II

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

As of  December  31,  2003,  the number of  holders  of record of the  17,172.43
Limited  Partnership  Units (the  "Units") was 1,050.  Affiliates of the General
Partner owned  3,716.5  Units or 21.64% at December 31, 2003. No public  trading
market has developed for the Units, and it is not anticipated that such a market
will  develop in the future.  In 2002,  the number of Units  decreased  by 23.96
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.

The  Partnership  distributed  the  following  amounts  during  the years  ended
December 31, 2003 and 2002 (in thousands except per unit data):

<TABLE>
<CAPTION>

                                          Per                               Per
                      Year Ended        Limited         Year Ended        Limited
                     December 31,     Partnership      December 31,     Partnership
                         2003             Unit             2002             Unit

<C>                    <C>              <C>              <C>               <C>
(1)                    $   --           $    --          $  562            $32.67
</TABLE>

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

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the  availability  of cash  reserves  and the  timing  of the  debt
maturity,  refinancing,  and/or property sale. The Partnership's  cash available
for  distribution  is reviewed on a monthly  basis.  There can be no  assurance,
however,  that the Partnership  will generate  sufficient  funds from operations
after required capital  improvements to permit any distributions to its partners
in 2004 or subsequent  periods.  Any  additional  funds will be  distributed  in
accordance with the terms of the Partnership  Agreement as modified by the Plan.
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 3,716.5 Units in the  Partnership
representing  21.64% of the outstanding  Units at December 31, 2003. 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.  In this  regard,  on  December  3,  2003,  AIMCO
Properties, L.P., commenced a tender offer to acquire 7,355 Units for a purchase
price of $10.00 per Unit. Such offer expires on March 31, 2004.  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.

Results of Operations

The   Partnership's   net  loss  for  the  year  ended  December  31,  2003  was
approximately $195,000 as compared to net loss of approximately $132,000 for the
year ended  December 31, 2002. The increase in net loss is due to an increase in
total expenses and to a slight decrease in total revenues. The increase in total
expenses is due to increases in both  operating  and general and  administrative
expenses. Depreciation,  interest, and property tax expenses remained relatively
constant for the  comparable  periods.  The  increase in  operating  expenses is
primarily  due to an increase in  contract  maintenance  expenses at Lakewood at
Pelham.  The  increase  in  general  and  administrative  expenses  is due to an
increase in the costs of services  included in the management  reimbursements to
the General Partner as allowed under the Partnership Agreement. Also included in
general and  administrative  expenses for the years ended  December 31, 2003 and
2002  are  costs  associated  with  quarterly  and  annual  communications  with
investors  and  regulatory  agencies  and  the  annual  audit  required  by  the
Partnership Agreement.

The decrease in total revenues is due to a decrease in rental income,  partially
offset by an increase in other income and the  recognition of a casualty gain in
2003.  The  decrease  in rental  income is  primarily  due to a decrease  in the
average  rental  rate,  partially  offset by an  increase  in  occupancy  at the
Partnership's  investment  property.  Other income  increased  primarily  due to
increases in utility  reimbursements and late charges at Lakewood at Pelham. The
casualty  gain  recognized  during  2003 is the result of an October  2002 fire,
which  occurred  at  Lakewood  at  Pelham.  The  property  incurred  damages  of
approximately $41,000. Insurance proceeds of approximately $26,000 were received
during 2003 to cover the damages.  After writing off the  undepreciated  cost of
the damaged  assets of  approximately  $11,000,  the  Partnership  recognized  a
casualty  gain of  approximately  $15,000  from this event during the year ended
December 31, 2003.

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 rate
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.

Liquidity and Capital Resources

At  December  31,  2003,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $132,000  as compared to  approximately  $82,000 at December  31,
2002. The increase in cash and cash equivalents of approximately  $50,000 is due
to approximately  $307,000 of cash provided by operating  activities,  partially
offset by  approximately  $170,000  of cash  used in  investing  activities  and
approximately  $87,000  of  cash  used in  financing  activities.  Cash  used in
investing activities consisted of property improvements and replacements and, to
a lesser  extent,  net deposits to escrow  accounts  maintained  by the mortgage
lender,  partially offset by insurance proceeds received. Cash used in financing
activities  consisted of 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 and is studying new
federal laws,  including the  Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act
of 2002  mandates  or suggests  additional  compliance  measures  with regard to
governance,  disclosure,  audit and other areas. In light of these changes,  the
Partnership  expects that it will incur higher  expenses  related to compliance,
including   increased  legal  and  audit  fees.  The  Partnership  is  currently
evaluating the capital  improvement needs of the property for the upcoming year,
and currently expects to budget approximately $149,000.  Additional improvements
may be considered  and will depend on the physical  condition of the property as
well  as  replacement  reserves  and  anticipated  cash  flow  generated  by the
property.

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

The  mortgage  indebtedness  encumbering  Lakewood  at Pelham  of  approximately
$5,296,000  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
($30.86 per limited  partnership  unit)  which had been  reserved  since 1998 to
ensure  that the  property  was fully  able to meet its  operating  and  capital
improvement needs with existing operating funds, was distributed during the year
ended  December  31,  2002 in  accordance  with  number  1 above.  In  addition,
approximately  $32,000  (approximately  $31,000 to the limited partners or $1.81
per limited  partnership  unit) was distributed from 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 3,716.5 limited  partnership  units
(the "Units") in the Partnership representing 21.64% of the outstanding Units at
December  31,  2003.  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.  In this regard, on December
3, 2003, AIMCO Properties, L.P., commenced a tender offer to acquire 7,355 Units
for a purchase  price of $10.00 per Unit.  Such offer expires on March 31, 2004.
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.
Rental income  attributable to leases is recognized monthly as it is earned. 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.
The Partnership will offer rental concessions during particularly slow months or
in response to heavy  competition from other similar  complexes in the area. Any
concessions  given at the inception of the lease are amortized  over the life of
the lease.

Item 7.     Financial Statements


MCCOMBS REALTY PARTNERS

LIST OF FINANCIAL STATEMENTS


      Report of Ernst & Young LLP, Independent Auditors

      Consolidated Balance Sheet - December 31, 2003

      Consolidated Statements of Operations - Years ended December 31, 2003 and
      2002

      Consolidated  Statements  of  Changes  in  Partners'  Deficit  -  Years
      ended December 31, 2003 and 2002

      Consolidated Statements of Cash Flows - Years ended December 31, 2003 and
      2002

      Notes to Consolidated Financial Statements



<PAGE>


                 REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS









The Partners
McCombs Realty Partners

We have audited the  accompanying  consolidated  balance sheet of McCombs Realty
Partners as of December 31, 2003,  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,  2003.  These  consolidated  financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made  by the  Partnership's  management,  as  well  as  evaluating  the  overall
financial  statement  presentation.   We  believe  that  our  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, 2003,  and the  consolidated  results of its operations
and its cash flows for each of the two years in the period  ended  December  31,
2003, in conformity with accounting  principles generally accepted in the United
States.


                                                            /s/ERNST & YOUNG LLP



Greenville, South Carolina
February 27, 2004


<PAGE>






                             MCCOMBS REALTY PARTNERS

                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2003


<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 132
   Receivables and deposits                                                      59
   Restricted escrow                                                            119
   Other assets                                                                  60
   Investment property (Notes B and E):
      Land                                                     $  499
      Buildings and related personal property                   6,172
                                                                6,671
      Less accumulated depreciation                            (4,798)        1,873
                                                                            $ 2,243

Liabilities and Partners' Deficit
Liabilities
    Accounts payable                                                          $ 74
    Tenant security deposit liabilities                                          34
    Accrued property taxes                                                      106
    Other liabilities                                                            64
    Due to affiliates (Note D)                                                   79
    Mortgage note payable (Note B)                                            5,296

Partners' Deficit
   General Partner                                              $ (1)
   Limited partners (17,172.43 units issued and
      outstanding)                                             (3,409)       (3,410)
                                                                            $ 2,243

            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,
                                                              2003         2002
Revenues:
<S>                                                          <C>          <C>
   Rental income                                             $ 1,233      $ 1,307
   Other income                                                  168          116
   Casualty gain (Note G)                                         15           --
      Total revenues                                           1,416        1,423

Expenses:
   Operating                                                     649          607
   General and administrative                                    132          118
   Depreciation                                                  271          267
   Interest                                                      453          458
   Property taxes                                                106          105
      Total expenses                                           1,611        1,555

Net loss (Note C)                                            $ (195)      $ (132)

Net loss allocated to general partner                         $ --         $ --
Net loss allocated to limited partners                          (195)        (132)
                                                             $ (195)      $ (132)

Net loss per limited partnership unit                        $(11.36)     $ (7.69)
Distribution per limited partnership unit                     $ --        $ 32.67

            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, 2001                     17,196.39       $ --      $(2,521)   $(2,521)

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

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

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

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

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)

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                             MCCOMBS REALTY PARTNERS

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>

                                                              Years Ended December 31,
                                                                  2003        2002
Cash flows from operating activities:
<S>                                                              <C>         <C>
  Net loss                                                       $ (195)     $ (132)
  Adjustments to reconcile net loss to net
   cash provided by (used in) operating activities:
     Depreciation                                                   271          267
     Amortization of loan costs                                      19           19
     Bad debt expense                                                64           61
     Casualty gain                                                  (15)          --
     Change in accounts:
       Receivables and deposits                                     (84)         (77)
       Other assets                                                 (15)           2
       Accounts payable                                              58            1
       Tenant security deposit liabilities                           16            7
       Accrued property taxes                                       106         (101)
       Due to affiliates                                             79           --
       Other liabilities                                              3          (75)

          Net cash provided by (used in) operating
             activities                                             307          (28)

Cash flows from investing activities:
  Insurance proceeds received                                        26           --
  Property improvements and replacements                           (158)        (113)
  Net deposits to restricted escrows                                (38)         (30)

          Net cash used in investing activities                    (170)        (143)

Cash flows from financing activities:
  Payments on mortgage note payable                                 (87)         (80)
  Distribution to partners                                           --         (562)

          Net cash used in financing activities                     (87)        (642)

Net increase (decrease) in cash and cash equivalents                 50         (813)

Cash and cash equivalents at beginning of year                       82          895

Cash and cash equivalents at end of year                         $ 132        $ 82

Supplemental disclosure of cash flow information:
  Cash paid for interest                                         $ 433        $ 439


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>

                             MCCOMBS REALTY PARTNERS

                     Notes to Consolidated Financial Statements

                                December 31, 2003


Note A - Organization and Summary of Significant Accounting Policies

Organization

The  Partnership is a  publicly-held  limited  partnership  organized  under the
California  Uniform Limited  Partnership Act on June 22, 1984. The Partnership's
general partner is CRPTEX,  Inc., a Texas Corporation (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  operates one apartment  property  located in South
Carolina.

Under the Partnership  Agreement,  the maximum liability of the Limited Partners
is the amount of their capital  contributions.  Since its initial offering,  the
Partnership   has  received   approximately   $730,000  of  additional   capital
contributions  from  certain  limited  partners.  In  addition,  per the Plan of
Reorganization  (The  "Plan") (see  below),  the General  Partner made a $14,500
capital  contribution.  There  were  17,172.43  Limited  Partnership  units (the
"Units")  outstanding  at  both  December  31,  2003  and  2002  (see  "Note F -
Abandonment of Limited Partnership Units").

Plan of Reorganization

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

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

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

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

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

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

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

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

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

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

Allocation of Profits, Gains and Losses

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

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

Net  loss  per  Limited  Partnership  unit is based  on the  number  of  Limited
Partnership units outstanding (17,172.43 in both 2003 and 2002) 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 financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Investment Property

The investment property is stated at cost. Acquisition fees are capitalized as a
cost of real estate.  Expenditures  in excess of $250 that  maintain an existing
asset which has a useful life of more than one year are  capitalized  as capital
replacement  expenditures  and depreciated over the estimated useful life of the
asset.  Expenditures for ordinary  repairs,  maintenance and apartment  turnover
costs are expensed as  incurred.  In  accordance  with  "Statement  of Financial
Accounting Standards ("SFAS") No. 144, Accounting for the Impairment or Disposal
of Long-Lived  Assets",  the Partnership records impairment losses on long-lived
assets used in operations when events and circumstances indicate that the assets
might be impaired and the  undiscounted  cash flows estimated to be generated by
those assets are less than the carrying amounts of those assets.  No adjustments
for  impairment of value were recorded in the years ended  December 31, 2003 and
2002.

Depreciation

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

Leases

The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership recognizes income as earned on leases. 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. The General Partner
finds it necessary to offer rental concessions  during  particularly slow months
or in response to heavy  competition  from other similar  complexes in the area.
Any concessions  given at the inception of the lease are amortized over the life
of the lease.

Segment Reporting

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

Loan Costs

Loan  costs  of  approximately  $193,000,   less  accumulated   amortization  of
approximately  $162,000, are included in other assets and are being amortized by
the  straight-line  method over the life of the loan.  Amortization  expense for
both  2003  and 2002 was  approximately  $19,000  and is  included  in  interest
expense.  Amortization  expense is expected to be approximately  $19,000 in 2004
and $12,000 in 2005.

Cash and Cash Equivalents

Cash and cash  equivalents  include cash on hand and in banks. At certain times,
the  amount  of cash  deposited  at a bank may  exceed  the  limits  on  insured
deposits. Cash balances include approximately $124,000 at December 31, 2003 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 $23,000 and $20,000
for the years ended December 31, 2003 and 2002, respectively.

Fair Value of Financial Instruments

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

Restricted Escrow - Replacement Reserve

At the  time  of the  refinancing  of the  mortgage  note  payable  in  1995,  a
replacement  reserve  account was  established.  This  reserve is to be used for
capital replacements at the apartment complex. At December 31, 2003, the account
balance was  approximately  $119,000,  which includes  interest  earned on these
funds.

Note B - Mortgage Note Payable

The terms of mortgage note payable are as follows:

<TABLE>
<CAPTION>

                        Principal     Monthly                            Principal
                       Balance At     Payment      Stated                 Balance
                      December 31,   Including    Interest  Maturity       Due At
Property                  2003        Interest      Rate      Date        Maturity
                            (in thousands)                             (in thousands)
Lakewood at Pelham
<S>                      <C>            <C>         <C>     <C>   <C>     <C>
  1st mortgage           $ 5,296        $ 43        8.1%    07/01/05      $ 5,151
</TABLE>

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

Scheduled principal payments of the mortgage note payable subsequent to December
31, 2003 are as follows (in thousands):

                               2004             $    95
                               2005               5,201
                                                $ 5,296

<PAGE>

Note C - Income Taxes

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

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

                                              2003         2002

Net loss as reported                         $ (195)       $ (132)
Add (deduct)
  Depreciation and amortization                 143           (14)
  Other                                          14           (16)

Federal taxable loss                         $  (38)       $ (162)

Federal taxable loss per
 limited partnership unit                    $(2.21)       $(9.45)

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                                   $(3,410)
Current year tax basis net loss
  under financial statement net loss                    157
Prior year cumulative tax basis net loss
  over financial statement net loss                  (1,003)

Total partner's deficit - Federal
  income tax basis                                  $(4,256)

Note D - Transactions with Affiliated Parties

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

Affiliates of the General  Partner are entitled to receive 5% of gross  receipts
from  the  Partnership's  investment  property  as  compensation  for  providing
property   management   services.   The  Partnership  paid  to  such  affiliates
approximately  $68,000 and $74,000  for the years  ended  December  31, 2003 and
2002, respectively, which is included in operating expenses.

Affiliates  of the General  Partner were  entitled to receive  reimbursement  of
accountable  administrative  expenses  amounting  to  approximately  $85,000 and
$61,000 for the years ended December 31, 2003 and 2002, respectively,  which are
included in general and  administrative  expenses.  For the years ended December
31, 2003 and 2002, 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 H").  Approximately
$79,000 in  reimbursement  of  accountable  administrative  expenses was owed to
affiliates of the General Partner at December 31, 2003 and is included in due to
affiliates.

Subsequent  to December 31, 2003, an affiliate of the General  Partner  advanced
the  Partnership  approximately  $25,000 to pay audit fees.  This advance  bears
interest at the prime rate plus 2% (6.00% at December 31,  2003).  There were no
such advances made by the General  Partner to the  Partnership  during the years
ended December 31, 2003 and 2002.

The  Partnership  insured 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, 2003 and 2002, the Partnership was
charged  by  AIMCO  and  its  affiliates   approximately  $23,000  and  $28,000,
respectively,  for  insurance  coverage and fees  associated  with policy claims
administration.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its  affiliates  owned 3,716.5 Units in the  Partnership
representing  21.64% of the outstanding  Units at December 31, 2003. 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.  In this  regard,  on  December  3,  2003,  AIMCO
Properties, L.P., commenced a tender offer to acquire 7,355 Units for a purchase
price of $10.00 per Unit. Such offer expires on March 31, 2004.  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 E - Investment Property and Accumulated Depreciation

                                                  Initial Cost
                                                 To Partnership
                                                 (in thousands)

<TABLE>
<CAPTION>

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

<S>                          <C>              <C>          <C>             <C>
Lakewood at Pelham           $ 5,296          $ 695        $ 6,730         $ (754)
</TABLE>


<TABLE>
<CAPTION>

            Gross Amount At Which Carried
                   At December 31, 2003
                      (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     $ 6,172   $ 6,671     $(4,798)        1980      01/85        3-30
</TABLE>

Reconciliation of "investment property and accumulated depreciation":

                                              Years Ended December 31,
                                                 2003          2002
                                                   (in thousands)
Investment Property
Balance at beginning of year                    $ 6,536       $ 6,423
    Property improvements                           158           113
    Disposal of property                            (23)           --
Balance at end of year                          $ 6,671       $ 6,536

Accumulated Depreciation
Balance at beginning of year                    $ 4,539       $ 4,272
    Additions charged to expense                    271           267
    Disposal of property                            (12)           --
Balance at end of year                          $ 4,798       $ 4,539

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2003  and  2002,  is  approximately  $9,311,000  and  $9,179,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December  31, 2003 and 2001,  is  approximately  $8,335,000  and  $8,207,000,
respectively.

Note F - Abandonment of Limited Partnership Units

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

Note G - 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  $41,000.
Insurance proceeds of approximately  $26,000 were received during the year ended
December 31, 2003 to 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.

Note H - Fourth-Quarter Adjustment

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.

Note I - Legal Proceedings

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the General  Partner,
was served with a Complaint in the United  States  District  Court,  District of
Columbia alleging that AIMCO Properties L.P.  willfully  violated the Fair Labor
Standards  Act (FLSA) by failing to pay  maintenance  workers  overtime  for all
hours  worked  in  excess  of forty  per  week.  The  Complaint  is  styled as a
Collective  Action  under  the FLSA and seeks 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,  the  Complaint
alleges 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  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the  Complaint  denying the  substantive  allegations.  Discovery  is  currently
underway.

The  General  Partner  does not  anticipate  that any costs to the  Partnership,
whether legal or settlement costs, associated with this case will be material to
the Partnership's overall 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.

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 2003 that have materially  affected,  or are reasonably likely
to  materially  affect,  the  Partnership's   internal  control  over  financial
reporting.


<PAGE>


                                    PART III


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

The  Partnership  has no directors or officers.  The names of the  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.

Peter K. Kompaniez               59   Director
Martha L. Long                   44   Director and Senior Vice President
Harry G. Alcock                  41   Executive Vice President
Miles Cortez                     60   Executive Vice President, General Counsel
                                       and Secretary
Patti K. Fielding                40   Executive Vice President
Paul J. McAuliffe                47   Executive Vice President and Chief
                                      Financial Officer
Thomas M. Herzog                 41   Senior Vice President and Chief Accounting
                                       Officer

Peter K. Kompaniez has been Director of the General Partner since February 2004.
Mr.  Kompaniez  has been Vice  Chairman of the Board of Directors of AIMCO since
July 1994 and was  appointed  President  in July 1997.  Mr.  Kompaniez  has also
served as Chief Operating  Officer of NHP Incorporated  after it was acquired by
AIMCO in December  1997.  Effective  April 1, 2004,  Mr.  Kompaniez  resigned as
President of AIMCO.  Mr.  Kompaniez will continue in his role as Director of the
General  Partner and Vice  Chairman  of AIMCO's  Board and will serve AIMCO on a
variety of special and ongoing projects in an operating role.

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 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  previously  served as Senior Vice  President - Securities  and Debt of
AIMCO from  January  2000 to February  2003.  Ms.  Fielding is  responsible  for
securities and debt financing and the treasury  department.  Ms. Fielding joined
AIMCO in February 1997 and served as Vice  President - Tenders,  Securities  and
Debt until January 2000.

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, including a two-year assignment in the real estate national office.

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, 2003.

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, 2003.

Entity                                  Number of Units      Percentage
AIMCO Properties, L.P.
  (an affiliate of AIMCO)                   3,716.50           21.64%

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 Limited  Partnership  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 is dependent on the General Partner and its
affiliates for the management and administration of all Partnership  activities.
The  Partnership  Agreement  provides  for certain  payments to  affiliates  for
services and for  reimbursement  of certain  expenses  incurred by affiliates on
behalf of the Partnership.

Affiliates of the General  Partner are entitled to receive 5% of gross  receipts
from  the  Partnership's  investment  property  as  compensation  for  providing
property   management   services.   The  Partnership  paid  to  such  affiliates
approximately  $68,000 and $74,000  for the years  ended  December  31, 2003 and
2002, respectively,  which is included in operating expenses on the consolidated
statements of operations included in "Item 7. Financial Statements".

Affiliates  of the General  Partner were  entitled to receive  reimbursement  of
accountable  administrative  expenses  amounting  to  approximately  $85,000 and
$61,000 for the years ended December 31, 2003 and 2002, respectively,  which are
included in general and  administrative  expenses.  For the years ended December
31, 2003 and 2002, 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.   Approximately  $79,000  in
reimbursement of accountable  administrative  expenses was owed to affiliates of
the General Partner at December 31, 2003 and is included in due to affiliates on
the consolidated balance sheet included in "Item 7. Financial Statements".

Subsequent  to December 31, 2003, an affiliate of the General  Partner  advanced
the  Partnership  approximately  $25,000 to pay audit fees.  This advance  bears
interest at the prime rate plus 2% (6.00% at December 31,  2003).  There were no
such advances made by the General  Partner to the  Partnership  during the years
ended December 31, 2003 and 2002.

The  Partnership  insured 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, 2003 and 2002, the Partnership was
charged  by  AIMCO  and  its  affiliates   approximately  $23,000  and  $28,000,
respectively,  for  insurance  coverage and fees  associated  with policy claims
administration.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its  affiliates  owned 3,716.5 Units in the  Partnership
representing  21.64% of the outstanding  Units at December 31, 2003. 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.  In this  regard,  on  December  3,  2003,  AIMCO
Properties, L.P., commenced a tender offer to acquire 7,355 Units for a purchase
price of $10.00 per Unit. Such offer expires on March 31, 2004.  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.


<PAGE>


Item 13.    Exhibits and Reports on Form 8-K

      (a)   Exhibits:

            See Exhibit Index attached.

      (b) Reports on Form 8-K filed:

            None filed during the quarter ended December 31, 2003.

Item 14.    Principal Accounting Fees and Services

The General Partner has reappointed Ernst & Young LLP as independent auditors to
audit the financial statements of the Partnership for 2004.

Audit  Fees.  The  Partnership   paid  to  Ernst  &  Young  LLP  audit  fees  of
approximately $32,000 and $33,000 for 2003 and 2002, respectively.

Tax Fees.  The  Partnership  paid to Ernst & Young LLP fees for tax services for
2003 and 2002 of approximately $8,000 and $14,000, respectively.


<PAGE>


                                   SIGNATURES


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


                                    MCCOMBS REALTY PARTNERS


                                    By:   CRPTEX, Inc.
                                          General Partner


                                    By:   /s/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President


                                    By:   /s/Thomas M. Herzog
                                          Thomas M. Herzog
                                          Senior Vice President
                                          and Chief Accounting Officer


                                    Date: March 26, 2004


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/Peter K. Kompaniez         Director                      Date: March 26, 2004
Peter K. Kompaniez


/s/Martha L. Long             Director and Senior Vice      Date: March 26, 2004
Martha L. Long                President


/s/Thomas M. Herzog           Senior Vice President         Date: March 26, 2004
Thomas M. Herzog              and Chief Accounting Officer


<PAGE>



                                  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.


<PAGE>


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 registrant as of, and for, the periods presented in this report;

4.    The  registrant'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 registrant
      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
            registrant,  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 registrant'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  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant'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  registrant'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  registrant's
            internal control over financial reporting.


Date: March 26, 2004

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


<PAGE>


Exhibit 31.2
                                  CERTIFICATION

I, Thomas M. Herzog, 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 registrant as of, and for, the periods presented in this report;

4.    The  registrant'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 registrant
      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
            registrant,  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 registrant'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  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant'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  registrant'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  registrant's
            internal control over financial reporting.

Date: March 26, 2004
                               /s/Thomas M. Herzog
                              Thomas M. Herzog
                              Senior Vice President and Chief Accounting
                              Officer of CRPTEX, Inc., equivalent of the
                              chief financial officer of the Partnership


<PAGE>


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,  2003 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
Thomas M.  Herzog,  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 26, 2004


                                           /s/Thomas M. Herzog
                                    Name:  Thomas M. Herzog
                                    Date:  March 26, 2004

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.