FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
                                SECTION 13 OR 15(d)

                                   Form 10-KSB
(Mark One)
[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934 [No Fee Required]

                    For the fiscal year ended December 31, 2001

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934 [No Fee Required]

                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.  $1,585,000

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, 2001. 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

                                     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").  The  Partnership  Agreement  provides  that the
Partnership  is to terminate on December 31, 2030,  unless  terminated  prior to
such date.

The Partnership sold 22,036 units of Limited Partnership  Interest ("Units") for
$11,018,000  in a public  offering that began  December 1984 and ended  December
1985.  Since its initial  offering,  the Registrant  has received  approximately
$730,000 of additional capital contributions from 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, 2001, the  Partnership's  sole
investment property is Lakewood at Pelham. See "Item 2. Description of Property"
for a further description of the Partnership's investment property.

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

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

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.

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 "Management's
Discussion and Analysis or Plan of Operation"  included in "Item 6" of this Form
10-KSB.

Item 2.     Description of Property

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

                                   Date of
Property                           Purchase      Type of Ownership        Use

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

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

Schedule of Property:

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

<TABLE>
<CAPTION>

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

Lakewood at Pelham
  Greenville, South
<S>                     <C>         <C>             <C>                  <C>
  Carolina              $ 6,423     $(4,272)        3-25       S/L       $ 1,140
</TABLE>

See  "Note A" to the  consolidated  financial  statements  included  in "Item 7.
Financial  Statements"  for a  description  of  the  Partnership's  depreciation
policy.


<PAGE>



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                    2001         Rate     Amortized    Date      Maturity (2)
                       (in thousands)                                   (in thousands)

Lakewood at Pelham
<S>                       <C>            <C>         <C>     <C>   <C>     <C>
  1st mortgage            $ 5,463        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 "Item 7. Financial Statements,  Note B" for information with respect to
     the  Partnership's  ability to prepay this loan and other specific  details
     about the loan.

Schedule of Rental Rate and Occupancy:

Average annual rental rate and occupancy for 2001 and 2000 for the property were
as follows:

                                    Average Annual               Average Annual
                                      Rental Rate                  Occupancy
                                      (per unit)
 Property                        2001            2000           2001        2000

 Lakewood at Pelham             $6,124          $5,843          94%          96%

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

Schedule of Real Estate Taxes and Rates:

Real estate taxes and rates in 2001 for the property were as follows:

                                                2001            2001
                                               Billing          Rate
                                           (in thousands)

       Lakewood at Pelham                       $101            1.41%


<PAGE>



Capital Improvements:

Lakewood at Pelham

The  Partnership  completed  approximately  $114,000 of capital  improvements at
Lakewood at Pelham during December 31, 2001,  consisting primarily of structural
improvements,  interior building  improvements,  and floor covering replacement.
These  improvements  were funded from operations and replacement  reserves.  The
Partnership  is  currently  evaluating  the  capital  improvement  needs  of the
property for the upcoming year. The minimum amount to be budgeted is expected to
be $300 per unit or $81,300.  Additional improvements may be considered and will
depend on the physical condition of the property as well as replacement reserves
and anticipated cash flow generated by the property.

The additional  capital  expenditures will be incurred only if cash is available
from  operations  or  from  Partnership   reserves.   Partnership  reserves  are
sufficient to cover the estimated costs of the capital  improvements planned for
the year 2002.

Item 3.     Legal Proceedings

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

Item 4.     Submission of Matters to a Vote of Partners

During the quarter ended  December 31, 2001, 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,  2001,  the number of  holders  of record of the  17,196.39
Limited Partnership Units ("Units") was 1,056. Affiliates of the General Partner
owned 3,636.5 units or 21.15% at December 31, 2001. No public trading market has
developed  for the  Units,  and it is not  anticipated  that such a market  will
develop in the future.  No distributions  were made in 2001 or 2000. See further
discussion  in  "Item  6.  Management's  Discussion  and  Analysis  or  Plan  of
Operation" below.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates currently own 3,636.5 limited partnership
units  in the  Partnership  representing  21.15%  of the  outstanding  units  at
December  31,  2001.  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  limited  partnership   interests  in  the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO. Under the Partnership  Agreement,  unitholders  holding a majority of the
units are  entitled to take action with  respect to a variety of matters,  which
would  include  voting on certain  amendments to the  Partnership  Agreement and
voting to remove the General Partner. When voting on matters, AIMCO would in all
likelihood  vote the Units it acquired in a manner  favorable to the interest of
the General Partner because of its affiliation with the General Partner.


<PAGE>



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

The  matters  discussed  in this Form  10-KSB  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions,   competitive  and  regulatory   matters,   etc.)  detailed  in  the
disclosures  contained  in this  Form  10-KSB  and the  other  filings  with the
Securities and Exchange Commission made by the Registrant from time to time. The
discussion of the  Registrant's  business and results of  operations,  including
forward-looking  statements  pertaining  to such  matters,  does not  take  into
account the effects of any changes to the  Registrant's  business and results of
operation.  Accordingly,  actual  results  could  differ  materially  from those
projected in the forward-looking  statements as a result of a number of factors,
including those identified herein.

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,  2001  was
approximately $35,000 as compared to a net loss of approximately $83,000 for the
year  ended  December  31,  2000.  The  decrease  in net loss for the year ended
December  31,  2001 is due to a  decrease  in  total  expenses.  Total  expenses
decreased  primarily due to a decrease in general and  administrative  expenses,
which was partially  offset by increases in operating  expenses and property tax
expense.   General  and  administrative  expenses  decreased  primarily  due  to
decreases in legal expenses,  audit fees, and professional  fees associated with
the  management  of the  Partnership.  Included  in general  and  administrative
expenses at both December 31, 2001 and 2000 are management reimbursements to the
General Partner allowed under the Partnership Agreement. Also included are costs
associated  with  quarterly  and  annual   communications   with  investors  and
regulatory agencies and the annual audit required by the Partnership  Agreement.
Operating expenses  increased  primarily due to an increase in insurance expense
at the Partnership's  investment  property.  Property tax expense increased as a
result of an  increase in the  assessed  value of the  Partnership's  investment
property,  which  was  partially  offset by a slight  decrease  in the tax rate.
Depreciation  expense and interest expense remained  relatively constant for the
comparable periods.

Total revenues remained  relatively  constant for the comparable  periods,  as a
slight  increase  in rental  income  was  offset by a slight  decrease  in other
income.  The  increase  in rental  income is due to an  increase  in the average
rental rate at the Partnership's investment property, which was partially offset
by a decrease in occupancy  along with an increase in  concessions  and bad debt
expense.  The decrease in other  income is due to a slight  decrease in interest
income.

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


<PAGE>



Liquidity and Capital Resources

At  December  31,  2001,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $895,000 as compared to  approximately  $782,000 at December  31,
2000. The increase in cash and cash equivalents of approximately $113,000 is due
to approximately  $308,000 of cash provided by operating  activities,  which was
partially offset by approximately  $120,000 of cash used in investing activities
and  approximately  $75,000 of cash used in financing  activities.  Cash used in
financing  activities  consisted of payments of  principal  made on the mortgage
encumbering  the  Partnership's  investment  property.  Cash  used in  investing
activities consisted of property  improvements and replacements and, to a lesser
extent,  net deposits to escrow accounts  maintained by the mortgage lender. The
Partnership invests its working capital reserves in interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures required at the property to adequately maintain the physical assets
and other operating  needs of the Registrant and to comply with Federal,  state,
local,  legal and  regulatory  requirements.  The capital  improvements  will be
incurred only if cash is available from operations or from Partnership reserves.
The  Partnership is currently  evaluating the capital  improvement  needs of the
property for the upcoming year. The minimum amount to be budgeted is expected to
be $300 per unit or $81,300.  Additional improvements may be considered and will
depend on the physical condition of the property as well as replacement reserves
and anticipated cash flow generated by the property.

To the  extent  that such  budgeted  capital  improvements  are  completed,  the
Partnership's  distributable  cash flow,  if any, may be  adversely  affected at
least in the short term. No distributions were declared or paid during either of
the years ended December 31, 2001 or 2000.

The mortgage  indebtedness on Lakewood at Pelham of approximately  $5,463,000 is
being  amortized over 30 years with a balloon payment due July 2005. The General
Partner may attempt to  refinance  such  indebtedness  and/or sell the  property
prior to such maturity date. If the property  cannot be refinanced or sold for a
sufficient  amount,  the  Partnership  will risk  losing such  property  through
foreclosure.

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


<PAGE>



The Plan required that the  Partnership  make the following  payments on October
20, 1998:

     1)   First, all existing creditors, except prebankruptcy Class 12 creditors
          ($23,100), would be satisfied;

      2)    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;

      3)    Class 12 creditors would be paid claims aggregating $23,100;

      4)    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 would be paid based upon available funds;

      5)    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 or expend an additional  $117,500 on behalf of the  Partnership
on an as-needed basis. The Partnership received the $14,500 capital contribution
but did not require the additional $117,500 to be loaned.

The  payments  required  by  numbers 1 and 3 above  were  timely  satisfied.  In
addition,  all  other  claims  provided  for in the Plan then  outstanding  were
settled on June 25, 1995 when the  Partnership  refinanced the then  outstanding
mortgages  encumbering  the  property.  With  respect to the  amounts due to the
Limited  Partners under numbers 2,4, and 5 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  Partners 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 under the Plan to the Limited  Partners were not made that no
default exists and 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 2, 4, and 5 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 will
be  distributed  during  April  2002 in  accordance  with  number 2  above.  Any
additional  funds  will be  distributed  in  accordance  with  the  terms of the
Partnership Agreement as modified by the Plan.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates currently own 3,636.5 limited partnership
units  in the  Partnership  representing  21.15%  of the  outstanding  units  at
December  31,  2001.  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  limited  partnership   interests  in  the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO. Under the Partnership  Agreement,  unitholders  holding a majority of the
units are  entitled to take action with  respect to a variety of matters,  which
would  include  voting on certain  amendments to the  Partnership  Agreement and
voting to remove the General Partner. When voting on matters, AIMCO would in all
likelihood  vote the Units it acquired in a manner  favorable to the interest of
the General Partner because of its affiliation with the General Partner.

Recent Accounting Pronouncements

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


<PAGE>


Item 7.     Financial Statements


MCCOMBS REALTY PARTNERS

LIST OF FINANCIAL STATEMENTS


      Report of KPMG LLP, Independent Auditors

      Consolidated Balance Sheet - December 31, 2001

      Consolidated Statements of Operations - Years ended December 31, 2001 and
      2000

      Consolidated  Statements of Changes in Partners' Capital (Deficit) - Years
      ended December 31, 2001 and 2000

      Consolidated Statements of Cash Flows - Years ended December 31, 2001 and
      2000

      Notes to Consolidated Financial Statements


<PAGE>


Independent Auditors' Report

The Partners
McCombs Realty Partners

We have audited the  accompanying  consolidated  balance sheet of McCombs Realty
Partners (a California  limited  partnership),  as of December 31, 2001, and the
related  consolidated  statements of  operations,  changes in partners'  capital
(deficit)  and cash  flows for each of the years in the  two-year  period  ended
December  31,   2001.   These   consolidated   financial   statements   are  the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

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

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


                                                                     /s/KPMG LLP

Greenville, South Carolina
February 28, 2002


<PAGE>






                             MCCOMBS REALTY PARTNERS

                           CONSOLIDATED BALANCE SHEET
                          (in thousands, except unit data)

                                December 31, 2001



<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 895
   Receivables and deposits                                                      23
   Restricted escrow                                                             51
   Other assets                                                                  85
   Investment property (Notes B and E):
      Land                                                     $ 499
      Buildings and related personal property                   5,924
                                                                6,423
      Less accumulated depreciation                            (4,272)        2,151
                                                                            $ 3,205

Liabilities and Partners' Deficit

Liabilities
      Accounts payable                                                        $ 15
      Tenant security deposit liabilities                                        11
      Accrued property taxes                                                    101
      Other liabilities                                                         136
      Mortgage note payable (Note B)                                          5,463

Partners' Deficit
   General Partner                                              $ --
   Limited partners (17,196.39 units issued and
      outstanding)                                             (2,521)       (2,521)
                                                                            $ 3,205

           See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>


                             MCCOMBS REALTY PARTNERS

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

<TABLE>
<CAPTION>

                                                           Years Ended December 31,
                                                              2001         2000
Revenues:
<S>                                                          <C>          <C>
   Rental income                                             $ 1,473      $ 1,470
   Other income                                                  112          118
      Total revenues                                           1,585        1,588

Expenses:
   Operating                                                     652          626
   General and administrative                                    130          216
   Depreciation                                                  273          276
   Interest                                                      464          469
   Property taxes                                                101           84
      Total expenses                                           1,620        1,671

Net loss (Note C)                                             $ (35)       $ (83)

Net loss allocated to general partner (1%)                    $ --         $ (1)
Net loss allocated to limited partners (99%)                     (35)         (82)
                                                              $ (35)       $ (83)

Net loss per limited partnership unit                        $ (2.04)     $ (4.77)


           See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>


                             MCCOMBS REALTY PARTNERS

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

<TABLE>
<CAPTION>

                                        Limited
                                       Partnership    General     Limited
                                          Units       Partner    Partners     Total

Partners' capital (deficit) at
<S>        <C> <C>                      <C>             <C>       <C>        <C>
  December 31, 1999                     17,196.39       $ 1       $(2,404)   $(2,403)

Net loss for the year ended
  December 31, 2000                            --          (1)        (82)       (83)

Partners' deficit at
  December 31, 2000                     17,196.39          --      (2,486)    (2,486)

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

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


           See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>




                             MCCOMBS REALTY PARTNERS

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (in thousands)

<TABLE>
<CAPTION>


                                                              Years Ended December 31,
                                                                  2001        2000
Cash flows from operating activities:
<S>                                                              <C>          <C>
  Net loss                                                       $ (35)       $ (83)
  Adjustments to reconcile net loss to net
   cash provided by operating activities:
     Depreciation                                                   273          276
     Amortization of loan costs                                      19           18
     Change in accounts:
       Receivables and deposits                                       8           83
       Other assets                                                   1           (3)
       Accounts payable                                              --          (44)
       Tenant security deposit liabilities                           (6)          (2)
       Accrued property taxes                                        18            1
       Other liabilities                                             30           33

          Net cash provided by operating activities                 308          279

Cash flows from investing activities:
  Property improvements and replacements                           (114)        (198)
  Net (deposits to) receipts from restricted escrows                 (6)         176

          Net cash used in investing activities                    (120)         (22)

Cash flows used in financing activities:
  Payments on mortgage note payable                                 (75)         (68)

Net increase in cash and cash equivalents                           113          189

Cash and cash equivalents at beginning of year                      782          593

Cash and cash equivalents at end of year                         $ 895        $ 782

Supplemental disclosure of cash flow information:
  Cash paid for interest                                         $ 446        $ 452

At December  31,  1999,  property  improvements  and  replacements  and accounts
payable were adjusted by approximately $88,000 for non-cash activity.

           See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>



                             MCCOMBS REALTY PARTNERS

                     Notes to Consolidated Financial Statements

                                December 31, 2001


Note A - Organization and Significant Accounting Policies

Organization

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

Under the Partnership  Agreement,  the maximum liability of the Limited Partners
is the amount of their capital  contributions.  Since its initial offering,  the
Partnership   has  received   approximately   $730,000  of  additional   capital
contributions  from  certain  limited  partners.  In  addition,  per the Plan of
Reorganization  (The  "Plan") (see  below),  the General  Partner made a $14,500
capital contribution. There were 17,196.39 Limited Partnership units outstanding
at December 31, 2001 and 2000.

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 the following  payments on October
20, 1998:

     1)   First, all existing creditors, except prebankruptcy Class 12 creditors
          ($23,100), would be satisfied;

      2)    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;

      3)    Class 12 creditors would be paid claims aggregating $23,100;

      4)    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 would be paid based upon available funds;

      5)    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 or expend an additional  $117,500 on behalf of the  Partnership
on an as-needed basis. The Partnership received the $14,500 capital contribution
but did not require the additional $117,500 to be loaned.

The  payments  required  by  numbers 1 and 3 above  were  timely  satisfied.  In
addition,  all  other  claims  provided  for in the Plan then  outstanding  were
settled on June 25, 1995 when the  Partnership  refinanced the then  outstanding
mortgages  encumbering  the  property.  With  respect to the  amounts due to the
Limited  Partners under numbers 2,4, and 5 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  Partners 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 under the Plan to the Limited  Partners were not made that no
default exists and 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 2, 4, and 5 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 will
be  distributed  during  April  2002 in  accordance  with  number 2  above.  Any
additional  funds  will be  distributed  in  accordance  with  the  terms of the
Partnership Agreement as modified by the Plan.

Allocation of Profits, Gains and Losses

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

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

Net income (loss) per Limited Partnership unit is based on the number of Limited
Partnership  units  outstanding  (17,196.39 in 2001 and 2000) and the net income
(loss)  allocated to the Limited  Partners in  accordance  with the  Partnership
Agreement as amended by the Plan of Reorganization.

Allocation of Cash Distributions

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

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

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

Principles of Consolidation

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

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America 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.  In  accordance  with  "Statement  of Financial  Accounting
Standards  ("SFAS") No. 121,  Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed of", 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, 2001 and 2000. See "Recent Accounting Pronouncements" below.

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 General Partner finds
it necessary to offer rental concessions  during  particularly slow months or in
response  to  heavy  competition  from  other  similar  complexes  in the  area.
Concessions are charged to income as incurred.

Segment Reporting

SFAS  No.  131,   "Disclosure  about  Segments  of  an  Enterprise  and  Related
Information"  established standards for the way that public business enterprises
report information about operating  segments in annual financial  statements and
requires that those  enterprises  report  selected  information  about operating
segments in interim financial reports. It 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. The
General Partner  believes that  segment-based  disclosures  will not result in a
more  meaningful  presentation  than the  consolidated  financial  statements as
currently presented.

Loan Costs

Loan  costs  of  approximately  $193,000,   less  accumulated   amortization  of
approximately  $124,000,  are included in other  assets and are being  amortized
over the life of the loan.

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 $855,000 at December 31, 2001 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 $21,000 and $20,000
for the years ended December 31, 2001 and 2000, 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, 2001, the account
balance was  approximately  $51,000,  which  includes  interest  earned on these
funds.

Recent Accounting Pronouncements

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

Note B - Mortgage Note Payable

The principle terms of mortgage note payable are as follows:

<TABLE>
<CAPTION>

                        Principal     Monthly                            Principal
                       Balance At     Payment      Stated                 Balance
                      December 31,   Including    Interest  Maturity       Due At
Property                  2001        Interest      Rate      Date        Maturity
                            (in thousands)                             (in thousands)
Lakewood at Pelham
<S>                      <C>            <C>         <C>     <C>   <C>     <C>
  1st mortgage           $ 5,463        $ 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, 2001 are as follows (in thousands):

                               2002               $ 80
                               2003                  87
                               2004                  95
                               2005               5,201
                                                $ 5,463


<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):

                                              2001         2000

Net loss as reported                         $  (35)       $  (83)
Deduct
  Depreciation and amortization                  (9)          (18)
  Other                                          (5)           (4)

Federal taxable loss                         $  (49)       $ (105)

Federal taxable loss per
 limited partnership unit                    $(2.82)       $(6.05)

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                                   $(2,521)
Current year tax basis net loss
  over financial statement net loss                     (14)
Prior year cumulative tax basis net loss
  over financial statement net loss                    (960)

Total partner's deficit - Federal
  income tax basis                                  $(3,495)


<PAGE>



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.  The following  transactions with the General Partner
and its  affiliates  were incurred  during each of the years ended  December 31,
2001 and 2000 (in thousands):

                                                          2001      2000
Property management fees (included in operating
  expenses)                                               $ 81      $ 79
Reimbursement for services from affiliates
  (included in general and administrative expenses
  and investment property)                                   73        76

During the year ended  December  31,  2001 and 2000,  affiliates  of the General
Partner were  entitled to receive 5% of gross  receipts  from the  Partnership's
investment property as compensation for providing property management  services.
The Partnership  paid to such affiliates  approximately  $81,000 and $79,000 for
the years ended December 31, 2001 and 2000, respectively.

Affiliates  of  the  General  Partner  received   reimbursement  of  accountable
administrative  expenses amounting to approximately  $73,000 and $76,000 for the
years ended December 31, 2001 and 2000, respectively.

Beginning in 2001,  the  Partnership  began  insuring its property up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability.  The Partnership  insures its property above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated with the General Partner.  During the year ended December 31, 2001,
the  Partnership  paid  AIMCO  and  its  affiliates  approximately  $14,000  for
insurance coverage and fees associated with policy claims administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates currently own 3,636.5 limited partnership
units  in the  Partnership  representing  21.15%  of the  outstanding  units  at
December  31,  2001.  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  limited  partnership   interests  in  the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO. Under the Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled to take action with  respect to a variety of matters,  which
would  include  voting on certain  amendments to the  Partnership  Agreement and
voting to remove the General Partner. When voting on matters, AIMCO would in all
likelihood  vote the Units it acquired in a manner  favorable to the interest of
the General Partner because of its affiliation with the General Partner.


<PAGE>



Note E - Real Estate 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           $ 5,463          $ 695        $ 6,730         $(1,002)
</TABLE>

<TABLE>
<CAPTION>

            Gross Amount At Which Carried
                   At December 31, 2001
                      (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     $ 5,924   $ 6,423     $(4,272)        1980      01/85        3-25
</TABLE>

Reconciliation of "Real Estate and Accumulated Depreciation":

                                              Years Ended December 31,
                                                 2001          2000
                                                   (in thousands)
Real Estate
Balance at beginning of year                    $ 6,309       $ 6,199
    Property improvements                           114           110
Balance at end of year                          $ 6,423       $ 6,309

Accumulated Depreciation
Balance at beginning of year                    $ 3,999       $ 3,723
    Additions charged to expense                    273           276
Balance at end of year                          $ 4,272       $ 3,999

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2001  and  2000,  is  approximately  $9,066,000  and  $8,952,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December  31, 2001 and 2000,  is  approximately  $7,926,000  and  $7,635,000,
respectively.


<PAGE>




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

            None.


<PAGE>


                                    PART III


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

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

Name                        Age    Position

Patrick J. Foye              44    Executive Vice President and Director

Martha L. Long               42    Senior Vice President and Controller

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

Martha L. Long has been  Senior Vice  President  and  Controller  of the General
Partner since October 1998 as a result of the acquisition of Insignia  Financial
Group, Inc. As of February 2001, Ms. Long was also appointed head of the service
business for AIMCO.  From June 1994 until January 1997,  she was the  Controller
for Insignia, and was promoted to Senior Vice President - Finance and Controller
in January 1997,  retaining  that title until  October  1998.  From 1988 to June
1994,  Ms. Long was Senior Vice  President and  Controller for The First Savings
Bank, FSB in Greenville, South Carolina.

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

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

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

The executive  officers and director of the General  Partner  discussed with the
Partnership's  independent auditors the overall scope and plans for their audit.
In  reliance on the reviews and  discussions  referred to above,  the  executive
officers and director of the General  Partner have approved the inclusion of the
audited financial  statements in the Form 10-KSB for the year ended December 31,
2001 for filing with the Securities and Exchange Commission.

The General  Partner has reappointed  KPMG LLP as independent  auditors to audit
the financial  statements of the  Partnership  for the current fiscal year. Fees
for the last  fiscal  year were audit  services  of  approximately  $29,000  and
tax-related services of approximately $15,000.

Item 10.    Executive Compensation

No  remuneration  was paid to the General Partner nor its director or any of its
officers during the year ended December 31, 2001.

Item 11.    Security Ownership of Certain Beneficial Owners and Management

Except as noted below, no person or entity was known by the Registrant to be the
beneficial  owner  of  more  than 5% of the  Limited  Partnership  Units  of the
Registrant as of December 31, 2001.

Entity                                  Number of Units      Percentage
AIMCO Properties L.P.
  (an affiliate of AIMCO)                   3,636.5            21.15%

AIMCO  Properties,  L.P. is indirectly  ultimately  owned by AIMCO. Its business
address is 2000 South Colorado Boulevard, Denver, Colorado 80222.

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

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


<PAGE>



Item 12.    Certain Relationships and Related Transactions

The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership  activities.
The  Partnership  Agreement  provides  for certain  payments to  affiliates  for
services and for  reimbursement  of certain  expenses  incurred by affiliates on
behalf of the Partnership.  The following  transactions with the General Partner
and its  affiliates  were incurred  during each of the years ended  December 31,
2001 and 2000 (in thousands):

                                                         2001       2000

Property management fees                                 $ 81       $ 79

Reimbursement for services from affiliates                 73         76

During the year ended  December  31,  2001 and 2000,  affiliates  of the General
Partner were  entitled to receive 5% of gross  receipts  from the  Partnership's
investment property as compensation for providing property management  services.
The Partnership  paid to such affiliates  approximately  $81,000 and $79,000 for
the years ended December 31, 2001 and 2000, respectively.

Affiliates  of  the  General  Partner  received   reimbursement  of  accountable
administrative  expenses amounting to approximately  $73,000 and $76,000 for the
years ended December 31, 2001 and 2000, respectively.

Beginning in 2001,  the  Partnership  began  insuring its property up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability.  The Partnership  insures its property above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated with the General Partner.  During the year ended December 31, 2001,
the  Partnership  paid  AIMCO  and  its  affiliates  approximately  $14,000  for
insurance coverage and fees associated with policy claims administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates currently own 3,636.5 limited partnership
units  in the  Partnership  representing  21.15%  of the  outstanding  units  at
December  31,  2001.  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  limited  partnership   interests  in  the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO. Under the Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled to take action with  respect to a variety of matters,  which
would  include  voting on certain  amendments to the  Partnership  Agreement and
voting to remove the General Partner. When voting on matters, AIMCO would in all
likelihood  vote the Units it acquired in a manner  favorable to the interest of
the General Partner because of its affiliation with the General Partner.


<PAGE>


Item 13.  Exhibits and Reports on Form 8-K

      (a) Exhibits:

          None.

      (b) Reports on Form 8-K filed in the fourth quarter of calendar year 2001:

          None.


<PAGE>


                                   SIGNATURES


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


                                    MCCOMBS REALTY PARTNERS


                                    By:   CRPTEX, Inc.
                                          General Partner


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


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


                                    Date:


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


/s/Patrick J. Foye      Executive Vice President      Date:
Patrick J. Foye         and Director


/s/Martha L. Long       Senior Vice President         Date:
Martha L. Long          and Controller


<PAGE>



                                  EXHIBIT INDEX



Exhibit

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

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.